Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 51,131,190 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | $ 2,007,773 | $ 1,998,012 | ||
Cash and cash equivalents - unrestricted | 33,979 | 59,128 | $ 57,150 | $ 56,291 |
Cash and cash equivalents - restricted | 19,204 | 22,062 | ||
Notes receivable | 152,604 | 152,882 | ||
Investment in Gaylord Rockies joint venture | 87,235 | 70,440 | ||
Trade receivables, less allowance of $581 and $629, respectively | 66,834 | 47,818 | ||
Prepaid expenses and other assets | 56,179 | 55,411 | ||
Total assets | 2,423,808 | 2,405,753 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,536,812 | 1,502,554 | ||
Accounts payable and accrued liabilities | 154,730 | 163,205 | ||
Dividends payable | 41,511 | 39,404 | ||
Deferred management rights proceeds | 179,330 | 180,088 | ||
Deferred income tax liabilities, net | 1,282 | 1,469 | ||
Other liabilities | 152,662 | 151,036 | ||
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, 51,100 and 51,017 shares issued and outstanding, respectively | 511 | 510 | ||
Additional paid-in capital | 891,191 | 893,102 | ||
Treasury stock of 541 shares, at cost | (11,542) | (11,542) | ||
Accumulated deficit | (500,422) | (491,805) | ||
Accumulated other comprehensive loss | (22,257) | (22,268) | ||
Total stockholders' equity | 357,481 | 367,997 | ||
Total liabilities and stockholders' equity | $ 2,423,808 | $ 2,405,753 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 581 | $ 629 |
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 | 51,100,000 | 51,017,000 |
Common stock, shares outstanding | 51,100,000 | 51,017,000 |
Treasury stock, shares | 541,000 | 541,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Rooms | $ 103,369 | $ 96,969 |
Food and beverage | 126,169 | 122,233 |
Other hotel revenue | 24,616 | 24,989 |
Entertainment | 21,888 | 17,306 |
Total revenues | 276,042 | 261,497 |
Operating expenses: | ||
Rooms | 28,028 | 25,981 |
Food and beverage | 69,157 | 68,257 |
Other hotel expenses | 74,073 | 72,688 |
Management fees, net | 5,531 | 5,337 |
Total hotel operating expenses | 176,789 | 172,263 |
Entertainment | 16,825 | 14,696 |
Corporate | 7,515 | 6,971 |
Preopening costs | 216 | |
Depreciation and amortization | 27,637 | 28,773 |
Total operating expenses | 228,982 | 222,703 |
Operating income | 47,060 | 38,794 |
Interest expense | (15,864) | (16,039) |
Interest income | 2,948 | 3,143 |
Loss from joint ventures | (774) | (390) |
Other gains and (losses), net | (157) | (47) |
Income before income taxes | 33,213 | 25,461 |
(Provision) benefit for income taxes | (593) | 885 |
Net income | $ 32,620 | $ 26,346 |
Basic income per share | $ 0.64 | $ 0.52 |
Fully diluted income per share | 0.63 | 0.51 |
Dividends declared per common share | $ 0.80 | $ 0.75 |
Comprehensive income, net of taxes | $ 32,631 | $ 26,391 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net income | $ 32,620 | $ 26,346 |
Amounts to reconcile net income to net cash flows provided by operating activities: | ||
Benefit for deferred income taxes | (187) | (1,461) |
Depreciation and amortization | 27,637 | 28,773 |
Amortization of deferred financing costs | 1,263 | 1,216 |
Stock-based compensation expense | 1,569 | 1,549 |
Changes in: | ||
Trade receivables | (19,016) | (6,274) |
Accounts payable and accrued liabilities | (8,261) | (668) |
Other assets and liabilities | 2,696 | 3,792 |
Net cash flows provided by operating activities | 38,321 | 53,273 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (37,710) | (13,240) |
Investment in Gaylord Rockies joint venture | (16,309) | (21,523) |
Proceeds from sale of Peterson LOI | 6,785 | |
(Increase) decrease in restricted cash and cash equivalents | 2,858 | (7,603) |
Other investing activities | (2,691) | (1,575) |
Net cash flows used in investing activities | (53,852) | (37,156) |
Cash Flows from Financing Activities: | ||
Net borrowings under credit facility | 33,000 | 54,000 |
Repayment of note payable related to purchase of AC Hotel | (6,000) | |
Repurchase of Company stock for retirement | (24,811) | |
Payment of dividends | (38,900) | (36,433) |
Payment of tax withholdings for share-based compensation | (3,741) | (2,921) |
Other financing activities | 23 | 907 |
Net cash flows used in financing activities | (9,618) | (15,258) |
Net change in cash and cash equivalents | (25,149) | 859 |
Cash and cash equivalents - unrestricted, beginning of period | 59,128 | 56,291 |
Cash and cash equivalents - unrestricted, end of period | $ 33,979 | $ 57,150 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
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 real estate investment trust (“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. The Company also owns and operates 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; and WSM-AM, 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 from this report 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 The Company conducts its business through an umbrella partnership 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. 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 The Company principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality, Entertainment, and Corporate and Other. 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 2016, the FASB issued ASU No. 2016-02, Leases 10-K In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments held-to-maturity In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost |
Income Per Share
Income Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Income Per Share | 2. INCOME PER SHARE: The weighted average number of common shares outstanding is calculated as follows (in thousands): Three Months Ended March 31, 2017 2016 Weighted average shares outstanding - basic 51,045 51,046 Effect of dilutive stock-based compensation 328 352 Weighted average shares outstanding - diluted 51,373 51,398 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. PROPERTY AND EQUIPMENT: Property and equipment at March 31, 2017 and December 31, 2016 is recorded at cost and summarized as follows (in thousands): March 31, December 31, 2017 2016 Land and land improvements $ 266,368 $ 266,053 Buildings 2,405,617 2,398,117 Furniture, fixtures and equipment 617,617 604,876 Construction-in-progress 66,087 50,273 3,355,689 3,319,319 Accumulated depreciation (1,347,916 ) (1,321,307 ) Property and equipment, net $ 2,007,773 $ 1,998,012 |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Notes Receivable | 4. NOTES RECEIVABLE: As further discussed in the Company’s Annual Report on Form 10-K During the three months ended March 31, 2017 and 2016, the Company recorded interest income of $2.9 million and $3.1 million, respectively, on these bonds. The Company received payments of $3.2 million and $3.3 million during the three months ended March 31, 2017 and 2016, respectively, relating to these notes receivable. See additional discussion regarding the fair value of these notes receivable in Note 13. |
Investment in Gaylord Rockies J
Investment in Gaylord Rockies Joint Venture | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Gaylord Rockies Joint Venture | 5. INVESTMENT IN GAYLORD ROCKIES JOINT VENTURE: 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 the Gaylord Rockies Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”), which is being developed by RIDA and Ares. The hotel will be managed by Marriott pursuant to a long-term management contract and is expected to consist of a 1,500-room pre-function The Company owns a 35% interest in a limited liability company which will own the real property comprising the hotel for a capital contribution of approximately $86.5 million, of which the final portion was funded in the first quarter of 2017. The Company also owns 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. A subsidiary of the Company is providing designated asset management services on behalf of the hotel during the pre-construction In connection with the agreements, the Company agreed to provide guarantees of the hotel’s construction loan, including a principal repayment guarantee 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 guarantee 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 guarantees related to the construction loan, the Company agreed to provide a guarantee of the mezzanine debt related to the hotel including a payment guarantee 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 guarantees and liens. The guarantee related to the mezzanine debt also includes an uncapped completion guarantee and an uncapped guarantee 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 guarantees related to the construction loan. As of March 31, 2017, the Company had not recorded any liability in the consolidated balance sheet associated with these guarantees. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 6. DEBT: The Company’s debt and capital lease obligations at March 31, 2017 and December 31, 2016 consisted of (in thousands): March 31, December 31, 2017 2016 $700 Million Revolving Credit Facility, interest at LIBOR plus 1.60%, maturing June 5, 2019, less unamortized deferred financing costs of $4,736 and $5,267 $ 411,664 $ 377,133 $400 Million Term Loan B, interest at LIBOR plus 2.75%, maturing January 15, 2021, less unamortized deferred financing costs of $4,965 and $5,273 384,035 384,727 $350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021, less unamortized deferred financing costs of $4,020 and $4,246 345,980 345,754 $400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $5,521 and $5,719 394,479 394,281 Capital lease obligations 654 659 Total debt 1,536,812 1,502,554 Less amounts due within one year (20 ) (20 ) Total long-term debt $ 1,536,792 $ 1,502,534 At March 31, 2017, the Company was in compliance with all of its covenants related to its outstanding debt. |
Deferred Management Rights Proc
Deferred Management Rights Proceeds | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Management Rights Proceeds | 7. DEFERRED MANAGEMENT RIGHTS PROCEEDS: 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 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 |
Stock Plans
Stock Plans | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Plans | 8. STOCK PLANS: During the three months ended March 31, 2017, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of $67.22 per award. There were 0.5 million restricted stock units outstanding at March 31, 2017 and December 31, 2016. The compensation expense that has been charged against pre-tax |
Pension and Postretirement Bene
Pension and Postretirement Benefits Other Than Pension Plans | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Interest cost $ 914 $ 977 Expected return on plan assets (1,036 ) (1,034 ) Amortization of net actuarial loss 282 292 Total net periodic pension expense $ 160 $ 235 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 March 31, 2017 2016 Interest cost $ 26 $ 30 Amortization of net actuarial loss 57 59 Amortization of prior service credit (328 ) (328 ) Total net postretirement benefit income $ (245 ) $ (239 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES: The Company 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 For the three months ended March 31, 2017 and 2016, the Company recorded an income tax (provision) benefit of $(0.6) million and $0.9 million, 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 March 31, 2017 and December 31, 2016, the Company had no unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES: 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 | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 12. STOCKHOLDERS’ EQUITY: Previous Stock Repurchase Authorization 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 were repurchased under the authorization, was cancelled by the Company. Dividends On February 28, 2017, the Company’s board of directors declared the Company’s first quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $40.9 million in cash, which was paid on April 14, 2017 to stockholders of record as of the close of business on March 31, 2017. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016, 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 The Company had no liabilities required to be measured at fair value at March 31, 2017 and December 31, 2016. The Company’s assets measured at fair value on a recurring basis at March 31, 2017 and December 31, 2016, were as follows (in thousands): Markets for Observable Unobservable March 31, Identical Assets Inputs Inputs 2017 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 23,003 $ 23,003 $ — $ — Total assets measured at fair value $ 23,003 $ 23,003 $ — $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2016 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 22,204 $ 22,204 $ — $ — Total assets measured at fair value $ 22,204 $ 22,204 $ — $ — The remainder of the assets and liabilities held by the Company at March 31, 2017 are not required to be measured at fair value. The carrying value of certain of these assets and liabilities do not approximate fair value, as described below. As further discussed in Note 4 and in the Company’s Annual Report on Form 10-K 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 WSM-AM, • 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 March 31, 2017 2016 Revenues: Hospitality $ 254,154 $ 244,191 Entertainment 21,888 17,306 Corporate and Other — — Total $ 276,042 $ 261,497 Depreciation and amortization: Hospitality $ 25,178 $ 26,469 Entertainment 1,908 1,647 Corporate and Other 551 657 Total $ 27,637 $ 28,773 Operating income: Hospitality $ 52,187 $ 45,459 Entertainment 3,155 963 Corporate and Other (8,066 ) (7,628 ) Preopening costs (216 ) — Total operating income 47,060 38,794 Interest expense (15,864 ) (16,039 ) Interest income 2,948 3,143 Loss from joint ventures (774 ) (390 ) Other gains and (losses), net (157 ) (47 ) Income before income taxes $ 33,213 $ 25,461 |
Information Concerning Guaranto
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 15. INFORMATION CONCERNING GUARANTOR AND NON-GUARANTOR 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 March 31, 2017 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,601,866 $ 405,907 $ — $ 2,007,773 Cash and cash equivalents - unrestricted 60 738 1,172 32,009 — 33,979 Cash and cash equivalents - restricted — — — 19,204 — 19,204 Notes receivable — — — 152,604 — 152,604 Investment in Gaylord Rockies joint venture — — — 87,235 — 87,235 Trade receivables, less allowance — — — 66,834 — 66,834 Prepaid expenses and other assets 461 17 6,339 57,250 (7,888 ) 56,179 Intercompany receivables, net — — 1,685,638 — (1,685,638 ) — Investments 984,288 2,886,114 545,812 803,616 (5,219,830 ) — Total assets $ 984,809 $ 2,886,869 $ 3,840,827 $ 1,624,659 $ (6,913,356 ) $ 2,423,808 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,536,158 $ — $ 654 $ — $ 1,536,812 Accounts payable and accrued liabilities 202 17,594 13,961 130,848 (7,875 ) 154,730 Dividends payable 41,511 — — — — 41,511 Deferred management rights proceeds — — — 179,330 — 179,330 Deferred income tax liabilities, net 621 — 482 179 — 1,282 Other liabilities — — 91,239 61,436 (13 ) 152,662 Intercompany payables, net 584,994 764,136 — 336,508 (1,685,638 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 511 1 1 2,387 (2,389 ) 511 Additional paid-in-capital 891,191 796,048 2,827,692 1,410,610 (5,034,350 ) 891,191 Treasury stock (11,542 ) — — — — (11,542 ) Accumulated deficit (500,422 ) (227,068 ) 907,452 (475,036 ) (205,348 ) (500,422 ) Accumulated other comprehensive loss (22,257 ) — — (22,257 ) 22,257 (22,257 ) Total stockholders’ equity 357,481 568,981 3,735,145 915,704 (5,219,830 ) 357,481 Total liabilities and stockholders’ equity $ 984,809 $ 2,886,869 $ 3,840,827 $ 1,624,659 $ (6,913,356 ) $ 2,423,808 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,600,288 $ 397,724 $ — $ 1,998,012 Cash and cash equivalents - unrestricted 28 1,234 23 57,843 — 59,128 Cash and cash equivalents - restricted — — — 22,062 — 22,062 Notes receivable — — — 152,882 — 152,882 Investment in Gaylord Rockies joint venture — — — 70,440 — 70,440 Trade receivables, less allowance — — — 47,818 — 47,818 Prepaid expenses and other assets 460 42 5 55,407 (503 ) 55,411 Intercompany receivables, net — — 1,640,220 — (1,640,220 ) — Investments 988,467 2,886,113 546,007 803,618 (5,224,205 ) — Total assets $ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,501,895 $ — $ 659 $ — $ 1,502,554 Accounts payable and accrued liabilities 740 8,152 11,863 142,940 (490 ) 163,205 Dividends payable 39,404 — — — — 39,404 Deferred management rights proceeds — — — 180,088 — 180,088 Deferred income tax liabilities, net 828 — 573 68 — 1,469 Other liabilities — — 89,989 61,060 (13 ) 151,036 Intercompany payables, net 579,986 752,852 — 307,382 (1,640,220 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 510 1 1 2,387 (2,389 ) 510 Additional paid-in-capital 893,102 835,294 2,827,692 1,410,611 (5,073,597 ) 893,102 Treasury stock (11,542 ) — — — — (11,542 ) Accumulated deficit (491,805 ) (210,805 ) 856,425 (475,133 ) (170,487 ) (491,805 ) Accumulated other comprehensive loss (22,268 ) — — (22,268 ) 22,268 (22,268 ) Total stockholders’ equity 367,997 624,490 3,684,118 915,597 (5,224,205 ) 367,997 Total liabilities and stockholders’ equity $ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2017 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 103,369 $ — $ 103,369 Food and beverage — — — 126,169 — 126,169 Other hotel revenue — — 79,494 28,433 (83,311 ) 24,616 Entertainment — — 21,912 (24 ) 21,888 Total revenues — — 79,494 279,883 (83,335 ) 276,042 Operating expenses: Rooms — — — 28,028 — 28,028 Food and beverage — — — 69,157 — 69,157 Other hotel expenses — — 11,947 141,511 (79,385 ) 74,073 Management fees, net — — — 5,531 — 5,531 Total hotel operating expenses — — 11,947 244,227 (79,385 ) 176,789 Entertainment — — — 16,849 (24 ) 16,825 Corporate 45 406 1 7,063 — 7,515 Preopening costs — — — 216 — 216 Corporate overhead allocation 2,196 — 1,730 — (3,926 ) — Depreciation and amortization — — 14,807 12,830 — 27,637 Total operating expenses 2,241 406 28,485 281,185 (83,335 ) 228,982 Operating income (loss) (2,241 ) (406 ) 51,009 (1,302 ) — 47,060 Interest expense — (15,857 ) — (7 ) — (15,864 ) Interest income — — — 2,948 — 2,948 Loss from joint ventures — — — (774 ) — (774 ) Other gains and (losses), net — — — (157 ) — (157 ) Income (loss) before income taxes (2,241 ) (16,263 ) 51,009 708 — 33,213 (Provision) benefit for income taxes — — 18 (611 ) — (593 ) Equity in subsidiaries’ earnings, net 34,861 — — — (34,861 ) — Net income (loss) $ 32,620 $ (16,263 ) $ 51,027 $ 97 $ (34,861 ) $ 32,620 Comprehensive income (loss) $ 32,631 $ (16,263 ) $ 51,027 $ 108 $ (34,872 ) $ 32,631 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 96,969 $ — $ 96,969 Food and beverage — — — 122,233 — 122,233 Other hotel revenue — — 78,647 28,714 (82,372 ) 24,989 Entertainment 89 — — 17,293 (76 ) 17,306 Total revenues 89 — 78,647 265,209 (82,448 ) 261,497 Operating expenses: Rooms — — — 25,981 — 25,981 Food and beverage — — — 68,257 — 68,257 Other hotel expenses — — 10,945 140,282 (78,539 ) 72,688 Management fees, net — — — 5,337 — 5,337 Total hotel operating expenses — — 10,945 239,857 (78,539 ) 172,263 Entertainment — — — 14,772 (76 ) 14,696 Corporate 83 374 1 6,513 — 6,971 Corporate overhead allocation 2,167 — 1,666 — (3,833 ) — Depreciation and amortization 32 — 14,743 13,998 — 28,773 Total operating expenses 2,282 374 27,355 275,140 (82,448 ) 222,703 Operating income (loss) (2,193 ) (374 ) 51,292 (9,931 ) — 38,794 Interest expense — (16,113 ) 41 33 — (16,039 ) Interest income 28 — — 3,115 — 3,143 Loss from joint ventures — — — (390 ) — (390 ) Other gains and (losses), net — — — (47 ) — (47 ) Income (loss) before income taxes (2,165 ) (16,487 ) 51,333 (7,220 ) — 25,461 Benefit for income taxes — — 7 878 — 885 Equity in subsidiaries’ earnings, net 28,511 — — — (28,511 ) — Net income (loss) $ 26,346 $ (16,487 ) $ 51,340 $ (6,342 ) $ (28,511 ) $ 26,346 Comprehensive income (loss) $ 26,391 $ (16,487 ) $ 51,340 $ (6,297 ) $ (28,556 ) $ 26,391 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2017 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 42,645 $ (33,496 ) $ 14,345 $ 14,827 $ — $ 38,321 Purchases of property and equipment — — (13,196 ) (24,514 ) — (37,710 ) Investment in Gaylord Rockies joint venture — — — (16,309 ) — (16,309 ) Increase in restricted cash and cash equivalents — — — 2,858 — 2,858 Other investing activities — — — (2,691 ) — (2,691 ) Net cash used in investing activities — — (13,196 ) (40,656 ) — (53,852 ) Net borrowings under credit facility — 33,000 — — — 33,000 Payment of dividends (38,900 ) — — — — (38,900 ) Payment of tax withholdings for share-based compensation (3,741 ) — — — — (3,741 ) Other financing activities 28 — — (5 ) — 23 Net cash provided by (used in) financing activities (42,613 ) 33,000 — (5 ) — (9,618 ) Net change in cash and cash equivalents 32 (496 ) 1,149 (25,834 ) — (25,149 ) Cash and cash equivalents at beginning of period 28 1,234 23 57,843 — 59,128 Cash and cash equivalents at end of period $ 60 $ 738 $ 1,172 $ 32,009 $ — $ 33,979 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 56,533 $ (48,547 ) $ 5,677 $ 39,610 $ — $ 53,273 Purchases of property and equipment (12 ) — (5,175 ) (8,053 ) — (13,240 ) Investment in Gaylord Rockies joint venture — — — (21,523 ) — (21,523 ) Proceeds from sale of Peterson LOI 6,785 — — — — 6,785 Increase in restricted cash and cash equivalents — — — (7,603 ) — (7,603 ) Other investing activities — — — (1,575 ) — (1,575 ) Net cash provided by (used in) investing activities 6,773 — (5,175 ) (38,754 ) — (37,156 ) Net borrowings under credit facility — 54,000 — — — 54,000 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 dividends (36,433 ) — — — — (36,433 ) Payment of tax withholdings for share-based compensation (2,921 ) — — — — (2,921 ) Other financing activities 913 — — (6 ) — 907 Net cash provided by (used in) financing activities (63,252 ) 48,000 — (6 ) — (15,258 ) Net change in cash and cash equivalents 54 (547 ) 502 850 — 859 Cash and cash equivalents at beginning of period 23 1,578 158 54,532 — 56,291 Cash and cash equivalents at end of period $ 77 $ 1,031 $ 660 $ 55,382 $ — $ 57,150 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 2016, the FASB issued ASU No. 2016-02, Leases 10-K In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments held-to-maturity In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost |
Income Per Share (Tables)
Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Weighted average shares outstanding - basic 51,045 51,046 Effect of dilutive stock-based compensation 328 352 Weighted average shares outstanding - diluted 51,373 51,398 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment at March 31, 2017 and December 31, 2016 is recorded at cost and summarized as follows (in thousands): March 31, December 31, 2017 2016 Land and land improvements $ 266,368 $ 266,053 Buildings 2,405,617 2,398,117 Furniture, fixtures and equipment 617,617 604,876 Construction-in-progress 66,087 50,273 3,355,689 3,319,319 Accumulated depreciation (1,347,916 ) (1,321,307 ) Property and equipment, net $ 2,007,773 $ 1,998,012 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Capital Lease Obligations | The Company’s debt and capital lease obligations at March 31, 2017 and December 31, 2016 consisted of (in thousands): March 31, December 31, 2017 2016 $700 Million Revolving Credit Facility, interest at LIBOR plus 1.60%, maturing June 5, 2019, less unamortized deferred financing costs of $4,736 and $5,267 $ 411,664 $ 377,133 $400 Million Term Loan B, interest at LIBOR plus 2.75%, maturing January 15, 2021, less unamortized deferred financing costs of $4,965 and $5,273 384,035 384,727 $350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021, less unamortized deferred financing costs of $4,020 and $4,246 345,980 345,754 $400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $5,521 and $5,719 394,479 394,281 Capital lease obligations 654 659 Total debt 1,536,812 1,502,554 Less amounts due within one year (20 ) (20 ) Total long-term debt $ 1,536,792 $ 1,502,534 |
Pension and Postretirement Be25
Pension and Postretirement Benefits Other Than Pension Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Interest cost $ 914 $ 977 Expected return on plan assets (1,036 ) (1,034 ) Amortization of net actuarial loss 282 292 Total net periodic pension expense $ 160 $ 235 |
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 March 31, 2017 2016 Interest cost $ 26 $ 30 Amortization of net actuarial loss 57 59 Amortization of prior service credit (328 ) (328 ) Total net postretirement benefit income $ (245 ) $ (239 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on Recurring Basis | The Company had no liabilities required to be measured at fair value at March 31, 2017 and December 31, 2016. The Company’s assets measured at fair value on a recurring basis at March 31, 2017 and December 31, 2016, were as follows (in thousands): Markets for Observable Unobservable March 31, Identical Assets Inputs Inputs 2017 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 23,003 $ 23,003 $ — $ — Total assets measured at fair value $ 23,003 $ 23,003 $ — $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2016 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 22,204 $ 22,204 $ — $ — Total assets measured at fair value $ 22,204 $ 22,204 $ — $ — |
Financial Reporting By Busine27
Financial Reporting By Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Revenues: Hospitality $ 254,154 $ 244,191 Entertainment 21,888 17,306 Corporate and Other — — Total $ 276,042 $ 261,497 Depreciation and amortization: Hospitality $ 25,178 $ 26,469 Entertainment 1,908 1,647 Corporate and Other 551 657 Total $ 27,637 $ 28,773 Operating income: Hospitality $ 52,187 $ 45,459 Entertainment 3,155 963 Corporate and Other (8,066 ) (7,628 ) Preopening costs (216 ) — Total operating income 47,060 38,794 Interest expense (15,864 ) (16,039 ) Interest income 2,948 3,143 Loss from joint ventures (774 ) (390 ) Other gains and (losses), net (157 ) (47 ) Income before income taxes $ 33,213 $ 25,461 |
Information Concerning Guaran28
Information Concerning Guarantor and Non-Guarantor Subsidiaries (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Balance Sheet | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2017 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,601,866 $ 405,907 $ — $ 2,007,773 Cash and cash equivalents - unrestricted 60 738 1,172 32,009 — 33,979 Cash and cash equivalents - restricted — — — 19,204 — 19,204 Notes receivable — — — 152,604 — 152,604 Investment in Gaylord Rockies joint venture — — — 87,235 — 87,235 Trade receivables, less allowance — — — 66,834 — 66,834 Prepaid expenses and other assets 461 17 6,339 57,250 (7,888 ) 56,179 Intercompany receivables, net — — 1,685,638 — (1,685,638 ) — Investments 984,288 2,886,114 545,812 803,616 (5,219,830 ) — Total assets $ 984,809 $ 2,886,869 $ 3,840,827 $ 1,624,659 $ (6,913,356 ) $ 2,423,808 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,536,158 $ — $ 654 $ — $ 1,536,812 Accounts payable and accrued liabilities 202 17,594 13,961 130,848 (7,875 ) 154,730 Dividends payable 41,511 — — — — 41,511 Deferred management rights proceeds — — — 179,330 — 179,330 Deferred income tax liabilities, net 621 — 482 179 — 1,282 Other liabilities — — 91,239 61,436 (13 ) 152,662 Intercompany payables, net 584,994 764,136 — 336,508 (1,685,638 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 511 1 1 2,387 (2,389 ) 511 Additional paid-in-capital 891,191 796,048 2,827,692 1,410,610 (5,034,350 ) 891,191 Treasury stock (11,542 ) — — — — (11,542 ) Accumulated deficit (500,422 ) (227,068 ) 907,452 (475,036 ) (205,348 ) (500,422 ) Accumulated other comprehensive loss (22,257 ) — — (22,257 ) 22,257 (22,257 ) Total stockholders’ equity 357,481 568,981 3,735,145 915,704 (5,219,830 ) 357,481 Total liabilities and stockholders’ equity $ 984,809 $ 2,886,869 $ 3,840,827 $ 1,624,659 $ (6,913,356 ) $ 2,423,808 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,600,288 $ 397,724 $ — $ 1,998,012 Cash and cash equivalents - unrestricted 28 1,234 23 57,843 — 59,128 Cash and cash equivalents - restricted — — — 22,062 — 22,062 Notes receivable — — — 152,882 — 152,882 Investment in Gaylord Rockies joint venture — — — 70,440 — 70,440 Trade receivables, less allowance — — — 47,818 — 47,818 Prepaid expenses and other assets 460 42 5 55,407 (503 ) 55,411 Intercompany receivables, net — — 1,640,220 — (1,640,220 ) — Investments 988,467 2,886,113 546,007 803,618 (5,224,205 ) — Total assets $ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,501,895 $ — $ 659 $ — $ 1,502,554 Accounts payable and accrued liabilities 740 8,152 11,863 142,940 (490 ) 163,205 Dividends payable 39,404 — — — — 39,404 Deferred management rights proceeds — — — 180,088 — 180,088 Deferred income tax liabilities, net 828 — 573 68 — 1,469 Other liabilities — — 89,989 61,060 (13 ) 151,036 Intercompany payables, net 579,986 752,852 — 307,382 (1,640,220 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 510 1 1 2,387 (2,389 ) 510 Additional paid-in-capital 893,102 835,294 2,827,692 1,410,611 (5,073,597 ) 893,102 Treasury stock (11,542 ) — — — — (11,542 ) Accumulated deficit (491,805 ) (210,805 ) 856,425 (475,133 ) (170,487 ) (491,805 ) Accumulated other comprehensive loss (22,268 ) — — (22,268 ) 22,268 (22,268 ) Total stockholders’ equity 367,997 624,490 3,684,118 915,597 (5,224,205 ) 367,997 Total liabilities and stockholders’ equity $ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753 |
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 March 31, 2017 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 103,369 $ — $ 103,369 Food and beverage — — — 126,169 — 126,169 Other hotel revenue — — 79,494 28,433 (83,311 ) 24,616 Entertainment — — 21,912 (24 ) 21,888 Total revenues — — 79,494 279,883 (83,335 ) 276,042 Operating expenses: Rooms — — — 28,028 — 28,028 Food and beverage — — — 69,157 — 69,157 Other hotel expenses — — 11,947 141,511 (79,385 ) 74,073 Management fees, net — — — 5,531 — 5,531 Total hotel operating expenses — — 11,947 244,227 (79,385 ) 176,789 Entertainment — — — 16,849 (24 ) 16,825 Corporate 45 406 1 7,063 — 7,515 Preopening costs — — — 216 — 216 Corporate overhead allocation 2,196 — 1,730 — (3,926 ) — Depreciation and amortization — — 14,807 12,830 — 27,637 Total operating expenses 2,241 406 28,485 281,185 (83,335 ) 228,982 Operating income (loss) (2,241 ) (406 ) 51,009 (1,302 ) — 47,060 Interest expense — (15,857 ) — (7 ) — (15,864 ) Interest income — — — 2,948 — 2,948 Loss from joint ventures — — — (774 ) — (774 ) Other gains and (losses), net — — — (157 ) — (157 ) Income (loss) before income taxes (2,241 ) (16,263 ) 51,009 708 — 33,213 (Provision) benefit for income taxes — — 18 (611 ) — (593 ) Equity in subsidiaries’ earnings, net 34,861 — — — (34,861 ) — Net income (loss) $ 32,620 $ (16,263 ) $ 51,027 $ 97 $ (34,861 ) $ 32,620 Comprehensive income (loss) $ 32,631 $ (16,263 ) $ 51,027 $ 108 $ (34,872 ) $ 32,631 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 96,969 $ — $ 96,969 Food and beverage — — — 122,233 — 122,233 Other hotel revenue — — 78,647 28,714 (82,372 ) 24,989 Entertainment 89 — — 17,293 (76 ) 17,306 Total revenues 89 — 78,647 265,209 (82,448 ) 261,497 Operating expenses: Rooms — — — 25,981 — 25,981 Food and beverage — — — 68,257 — 68,257 Other hotel expenses — — 10,945 140,282 (78,539 ) 72,688 Management fees, net — — — 5,337 — 5,337 Total hotel operating expenses — — 10,945 239,857 (78,539 ) 172,263 Entertainment — — — 14,772 (76 ) 14,696 Corporate 83 374 1 6,513 — 6,971 Corporate overhead allocation 2,167 — 1,666 — (3,833 ) — Depreciation and amortization 32 — 14,743 13,998 — 28,773 Total operating expenses 2,282 374 27,355 275,140 (82,448 ) 222,703 Operating income (loss) (2,193 ) (374 ) 51,292 (9,931 ) — 38,794 Interest expense — (16,113 ) 41 33 — (16,039 ) Interest income 28 — — 3,115 — 3,143 Loss from joint ventures — — — (390 ) — (390 ) Other gains and (losses), net — — — (47 ) — (47 ) Income (loss) before income taxes (2,165 ) (16,487 ) 51,333 (7,220 ) — 25,461 Benefit for income taxes — — 7 878 — 885 Equity in subsidiaries’ earnings, net 28,511 — — — (28,511 ) — Net income (loss) $ 26,346 $ (16,487 ) $ 51,340 $ (6,342 ) $ (28,511 ) $ 26,346 Comprehensive income (loss) $ 26,391 $ (16,487 ) $ 51,340 $ (6,297 ) $ (28,556 ) $ 26,391 |
Condensed Consolidating Statement of Cash Flows | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2017 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 42,645 $ (33,496 ) $ 14,345 $ 14,827 $ — $ 38,321 Purchases of property and equipment — — (13,196 ) (24,514 ) — (37,710 ) Investment in Gaylord Rockies joint venture — — — (16,309 ) — (16,309 ) Increase in restricted cash and cash equivalents — — — 2,858 — 2,858 Other investing activities — — — (2,691 ) — (2,691 ) Net cash used in investing activities — — (13,196 ) (40,656 ) — (53,852 ) Net borrowings under credit facility — 33,000 — — — 33,000 Payment of dividends (38,900 ) — — — — (38,900 ) Payment of tax withholdings for share-based compensation (3,741 ) — — — — (3,741 ) Other financing activities 28 — — (5 ) — 23 Net cash provided by (used in) financing activities (42,613 ) 33,000 — (5 ) — (9,618 ) Net change in cash and cash equivalents 32 (496 ) 1,149 (25,834 ) — (25,149 ) Cash and cash equivalents at beginning of period 28 1,234 23 57,843 — 59,128 Cash and cash equivalents at end of period $ 60 $ 738 $ 1,172 $ 32,009 $ — $ 33,979 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 56,533 $ (48,547 ) $ 5,677 $ 39,610 $ — $ 53,273 Purchases of property and equipment (12 ) — (5,175 ) (8,053 ) — (13,240 ) Investment in Gaylord Rockies joint venture — — — (21,523 ) — (21,523 ) Proceeds from sale of Peterson LOI 6,785 — — — — 6,785 Increase in restricted cash and cash equivalents — — — (7,603 ) — (7,603 ) Other investing activities — — — (1,575 ) — (1,575 ) Net cash provided by (used in) investing activities 6,773 — (5,175 ) (38,754 ) — (37,156 ) Net borrowings under credit facility — 54,000 — — — 54,000 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 dividends (36,433 ) — — — — (36,433 ) Payment of tax withholdings for share-based compensation (2,921 ) — — — — (2,921 ) Other financing activities 913 — — (6 ) — 907 Net cash provided by (used in) financing activities (63,252 ) 48,000 — (6 ) — (15,258 ) Net change in cash and cash equivalents 54 (547 ) 502 850 — 859 Cash and cash equivalents at beginning of period 23 1,578 158 54,532 — 56,291 Cash and cash equivalents at end of period $ 77 $ 1,031 $ 660 $ 55,382 $ — $ 57,150 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | Mar. 31, 2017 |
Accounting Policies [Abstract] | |
Percentage of owned subsidiaries | 100.00% |
Income Per Share - Weighted Ave
Income Per Share - Weighted Average Number of Common Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Weighted average shares outstanding - basic | 51,045 | 51,046 |
Effect of dilutive stock-based compensation | 328 | 352 |
Weighted average shares outstanding - diluted | 51,373 | 51,398 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 3,355,689 | $ 3,319,319 |
Accumulated depreciation | (1,347,916) | (1,321,307) |
Property and equipment, net | 2,007,773 | 1,998,012 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 266,368 | 266,053 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 2,405,617 | 2,398,117 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 617,617 | 604,876 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 66,087 | $ 50,273 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)Note | Mar. 31, 2016USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest income | $ 2,948 | $ 3,143 |
National Bonds [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of notes receivable | Note | 2 | |
Interest income | $ 2,900 | 3,100 |
Payment received relating to notes receivables | $ 3,200 | $ 3,300 |
Investment in Gaylord Rockies33
Investment in Gaylord Rockies Joint Venture - Additional Information (Detail) - Gaylord Rockies Resort and Convention Center [Member] | 3 Months Ended |
Mar. 31, 2017USD ($)ft²Room | |
Schedule of Equity Method Investments [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 | $ 86,500,000 |
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 |
Debt - Summary of Debt and Capi
Debt - Summary of Debt and Capital Lease Obligations (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total Debt | $ 1,536,812 | $ 1,502,554 |
Less amounts due within one year | (20) | (20) |
Total long-term debt | 1,536,792 | 1,502,534 |
$400 Million Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 384,035 | 384,727 |
$350 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 345,980 | 345,754 |
$400 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 394,479 | 394,281 |
$700 Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 411,664 | 377,133 |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 654 | $ 659 |
Debt - Summary of Debt and Ca35
Debt - Summary of Debt and Capital Lease Obligations (Parenthetical) (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
$400 Million Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 4,965,000 | $ 5,273,000 |
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 | $ 4,020,000 | 4,246,000 |
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 | $ 5,521,000 | 5,719,000 |
Maturity date for Senior Notes | Apr. 15, 2023 | |
$700 Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 4,736,000 | $ 5,267,000 |
Total credit facility | $ 700,000,000 | |
Maturity date for credit facility | Jun. 5, 2019 | |
Spread rate added to LIBOR | 1.60% |
Deferred Management Rights Pr36
Deferred Management Rights Proceeds - Additional Information (Detail) - USD ($) $ in Millions | Oct. 01, 2012 | Mar. 31, 2017 |
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 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost on stock-based compensation plans | $ 1.6 | $ 1.5 | |
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 | $ 67.22 | ||
Restricted stock award, outstanding | 0.5 | 0.5 |
Pension and Postretirement Be38
Pension and Postretirement Benefits Other Than Pension Plans - Net Periodic Pension and Postretirement Benefit (Income) Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 914 | $ 977 |
Expected return on plan assets | (1,036) | (1,034) |
Amortization of net actuarial loss | 282 | 292 |
Total net periodic pension/postretirement benefit (income) expense | 160 | 235 |
Other Postretirement Benefit Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 26 | 30 |
Amortization of net actuarial loss | 57 | 59 |
Amortization of prior service credit | (328) | (328) |
Total net periodic pension/postretirement benefit (income) expense | $ (245) | $ (239) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
(Provision) benefit for income taxes | $ (593,000) | $ 885,000 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule Of Equity [Line Items] | ||
Cash Dividend on Common Stock | $ 0.80 | $ 0.75 |
Aggregated Dividend Paid | $ 40.9 | |
Dividend payable date declared | Feb. 28, 2017 | |
Common stock Dividend Payable Date | Apr. 14, 2017 | |
Dividend payable date of record | Mar. 31, 2017 | |
2015 Stock Repurchase Program [Member] | ||
Schedule Of Equity [Line Items] | ||
Company repurchased, shares | 0.5 | |
Repurchase of Company stock for retirement | $ 24.8 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | $ 23,003 | $ 22,204 |
Total assets measured at fair value | 23,003 | 22,204 |
Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | 23,003 | 22,204 |
Total assets measured at fair value | $ 23,003 | $ 22,204 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivables, carrying value | $ 152,604 | $ 152,882 |
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 | $ 71,500 | |
Notes receivable, fair value | $ 53,000 | |
Maturity date | Sep. 1, 2037 |
Financial Reporting By Busine43
Financial Reporting By Business Segments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of business segments | 3 |
Financial Reporting by Busine44
Financial Reporting by Business Segments - Segments Internal Financial Reports (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 276,042 | $ 261,497 |
Depreciation and amortization | 27,637 | 28,773 |
Preopening costs | (216) | |
Operating income | 47,060 | 38,794 |
Interest expense | (15,864) | (16,039) |
Interest income | 2,948 | 3,143 |
Loss from joint ventures | (774) | (390) |
Other gains and (losses), net | (157) | (47) |
Income before income taxes | 33,213 | 25,461 |
Operating Segments [Member] | Hospitality [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 254,154 | 244,191 |
Depreciation and amortization | 25,178 | 26,469 |
Operating income | 52,187 | 45,459 |
Operating Segments [Member] | Entertainment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 21,888 | 17,306 |
Depreciation and amortization | 1,908 | 1,647 |
Operating income | 3,155 | 963 |
Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | 551 | 657 |
Operating income | $ (8,066) | $ (7,628) |
Information Concerning Guaran45
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($)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 Guaran46
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | $ 2,007,773 | $ 1,998,012 | ||
Cash and cash equivalents - unrestricted | 33,979 | 59,128 | $ 57,150 | $ 56,291 |
Cash and cash equivalents - restricted | 19,204 | 22,062 | ||
Notes receivable | 152,604 | 152,882 | ||
Investment in Gaylord Rockies joint venture | 87,235 | 70,440 | ||
Trade receivables, less allowance | 66,834 | 47,818 | ||
Prepaid expenses and other assets | 56,179 | 55,411 | ||
Total assets | 2,423,808 | 2,405,753 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,536,812 | 1,502,554 | ||
Accounts payable and accrued liabilities | 154,730 | 163,205 | ||
Dividends payable | 41,511 | 39,404 | ||
Deferred management rights proceeds | 179,330 | 180,088 | ||
Deferred income tax liabilities, net | 1,282 | 1,469 | ||
Other liabilities | 152,662 | 151,036 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 511 | 510 | ||
Additional paid-in-capital | 891,191 | 893,102 | ||
Treasury stock | (11,542) | (11,542) | ||
Accumulated deficit | (500,422) | (491,805) | ||
Accumulated other comprehensive loss | (22,257) | (22,268) | ||
Total stockholders' equity | 357,481 | 367,997 | ||
Total liabilities and stockholders' equity | 2,423,808 | 2,405,753 | ||
Parent Guarantor [Member] | ||||
ASSETS: | ||||
Cash and cash equivalents - unrestricted | 60 | 28 | 77 | 23 |
Prepaid expenses and other assets | 461 | 460 | ||
Investments | 984,288 | 988,467 | ||
Total assets | 984,809 | 988,955 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | 202 | 740 | ||
Dividends payable | 41,511 | 39,404 | ||
Deferred income tax liabilities, net | 621 | 828 | ||
Intercompany payables, net | 584,994 | 579,986 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 511 | 510 | ||
Additional paid-in-capital | 891,191 | 893,102 | ||
Treasury stock | (11,542) | (11,542) | ||
Accumulated deficit | (500,422) | (491,805) | ||
Accumulated other comprehensive loss | (22,257) | (22,268) | ||
Total stockholders' equity | 357,481 | 367,997 | ||
Total liabilities and stockholders' equity | 984,809 | 988,955 | ||
Issuer [Member] | ||||
ASSETS: | ||||
Cash and cash equivalents - unrestricted | 738 | 1,234 | 1,031 | 1,578 |
Prepaid expenses and other assets | 17 | 42 | ||
Investments | 2,886,114 | 2,886,113 | ||
Total assets | 2,886,869 | 2,887,389 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,536,158 | 1,501,895 | ||
Accounts payable and accrued liabilities | 17,594 | 8,152 | ||
Intercompany payables, net | 764,136 | 752,852 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in-capital | 796,048 | 835,294 | ||
Accumulated deficit | (227,068) | (210,805) | ||
Total stockholders' equity | 568,981 | 624,490 | ||
Total liabilities and stockholders' equity | 2,886,869 | 2,887,389 | ||
Guarantors [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 1,601,866 | 1,600,288 | ||
Cash and cash equivalents - unrestricted | 1,172 | 23 | 660 | 158 |
Prepaid expenses and other assets | 6,339 | 5 | ||
Intercompany receivables, net | 1,685,638 | 1,640,220 | ||
Investments | 545,812 | 546,007 | ||
Total assets | 3,840,827 | 3,786,543 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | 13,961 | 11,863 | ||
Deferred income tax liabilities, net | 482 | 573 | ||
Other liabilities | 91,239 | 89,989 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in-capital | 2,827,692 | 2,827,692 | ||
Accumulated deficit | 907,452 | 856,425 | ||
Total stockholders' equity | 3,735,145 | 3,684,118 | ||
Total liabilities and stockholders' equity | 3,840,827 | 3,786,543 | ||
Non-Guarantors [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 405,907 | 397,724 | ||
Cash and cash equivalents - unrestricted | 32,009 | 57,843 | $ 55,382 | $ 54,532 |
Cash and cash equivalents - restricted | 19,204 | 22,062 | ||
Notes receivable | 152,604 | 152,882 | ||
Investment in Gaylord Rockies joint venture | 87,235 | 70,440 | ||
Trade receivables, less allowance | 66,834 | 47,818 | ||
Prepaid expenses and other assets | 57,250 | 55,407 | ||
Investments | 803,616 | 803,618 | ||
Total assets | 1,624,659 | 1,607,794 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 654 | 659 | ||
Accounts payable and accrued liabilities | 130,848 | 142,940 | ||
Deferred management rights proceeds | 179,330 | 180,088 | ||
Deferred income tax liabilities, net | 179 | 68 | ||
Other liabilities | 61,436 | 61,060 | ||
Intercompany payables, net | 336,508 | 307,382 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 2,387 | 2,387 | ||
Additional paid-in-capital | 1,410,610 | 1,410,611 | ||
Accumulated deficit | (475,036) | (475,133) | ||
Accumulated other comprehensive loss | (22,257) | (22,268) | ||
Total stockholders' equity | 915,704 | 915,597 | ||
Total liabilities and stockholders' equity | 1,624,659 | 1,607,794 | ||
Eliminations [Member] | ||||
ASSETS: | ||||
Prepaid expenses and other assets | (7,888) | (503) | ||
Intercompany receivables, net | (1,685,638) | (1,640,220) | ||
Investments | (5,219,830) | (5,224,205) | ||
Total assets | (6,913,356) | (6,864,928) | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | (7,875) | (490) | ||
Other liabilities | (13) | (13) | ||
Intercompany payables, net | (1,685,638) | (1,640,220) | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | (2,389) | (2,389) | ||
Additional paid-in-capital | (5,034,350) | (5,073,597) | ||
Accumulated deficit | (205,348) | (170,487) | ||
Accumulated other comprehensive loss | 22,257 | 22,268 | ||
Total stockholders' equity | (5,219,830) | (5,224,205) | ||
Total liabilities and stockholders' equity | $ (6,913,356) | $ (6,864,928) |
Information Concerning Guaran47
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Operations and Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Rooms | $ 103,369 | $ 96,969 |
Food and beverage | 126,169 | 122,233 |
Other hotel revenue | 24,616 | 24,989 |
Entertainment | 21,888 | 17,306 |
Total revenues | 276,042 | 261,497 |
Operating expenses: | ||
Rooms | 28,028 | 25,981 |
Food and beverage | 69,157 | 68,257 |
Other hotel expenses | 74,073 | 72,688 |
Management fees, net | 5,531 | 5,337 |
Total hotel operating expenses | 176,789 | 172,263 |
Entertainment | 16,825 | 14,696 |
Corporate | 7,515 | 6,971 |
Preopening costs | 216 | |
Depreciation and amortization | 27,637 | 28,773 |
Total operating expenses | 228,982 | 222,703 |
Operating income (loss) | 47,060 | 38,794 |
Interest expense | (15,864) | (16,039) |
Interest income | 2,948 | 3,143 |
Loss from joint ventures | (774) | (390) |
Other gains and (losses), net | (157) | (47) |
Income (loss) before income taxes | 33,213 | 25,461 |
(Provision) benefit for income taxes | (593) | 885 |
Net income | 32,620 | 26,346 |
Comprehensive income (loss) | 32,631 | 26,391 |
Parent Guarantor [Member] | ||
Revenues: | ||
Entertainment | 89 | |
Total revenues | 89 | |
Operating expenses: | ||
Corporate | 45 | 83 |
Corporate overhead allocation | 2,196 | 2,167 |
Depreciation and amortization | 32 | |
Total operating expenses | 2,241 | 2,282 |
Operating income (loss) | (2,241) | (2,193) |
Interest income | 28 | |
Income (loss) before income taxes | (2,241) | (2,165) |
Equity in subsidiaries' earnings, net | 34,861 | 28,511 |
Net income | 32,620 | 26,346 |
Comprehensive income (loss) | 32,631 | 26,391 |
Issuer [Member] | ||
Operating expenses: | ||
Corporate | 406 | 374 |
Total operating expenses | 406 | 374 |
Operating income (loss) | (406) | (374) |
Interest expense | (15,857) | (16,113) |
Income (loss) before income taxes | (16,263) | (16,487) |
Net income | (16,263) | (16,487) |
Comprehensive income (loss) | (16,263) | (16,487) |
Guarantors [Member] | ||
Revenues: | ||
Other hotel revenue | 79,494 | 78,647 |
Total revenues | 79,494 | 78,647 |
Operating expenses: | ||
Other hotel expenses | 11,947 | 10,945 |
Total hotel operating expenses | 11,947 | 10,945 |
Corporate | 1 | 1 |
Corporate overhead allocation | 1,730 | 1,666 |
Depreciation and amortization | 14,807 | 14,743 |
Total operating expenses | 28,485 | 27,355 |
Operating income (loss) | 51,009 | 51,292 |
Interest expense | 41 | |
Income (loss) before income taxes | 51,009 | 51,333 |
(Provision) benefit for income taxes | 18 | 7 |
Net income | 51,027 | 51,340 |
Comprehensive income (loss) | 51,027 | 51,340 |
Non-Guarantors [Member] | ||
Revenues: | ||
Rooms | 103,369 | 96,969 |
Food and beverage | 126,169 | 122,233 |
Other hotel revenue | 28,433 | 28,714 |
Entertainment | 21,912 | 17,293 |
Total revenues | 279,883 | 265,209 |
Operating expenses: | ||
Rooms | 28,028 | 25,981 |
Food and beverage | 69,157 | 68,257 |
Other hotel expenses | 141,511 | 140,282 |
Management fees, net | 5,531 | 5,337 |
Total hotel operating expenses | 244,227 | 239,857 |
Entertainment | 16,849 | 14,772 |
Corporate | 7,063 | 6,513 |
Preopening costs | 216 | |
Depreciation and amortization | 12,830 | 13,998 |
Total operating expenses | 281,185 | 275,140 |
Operating income (loss) | (1,302) | (9,931) |
Interest expense | (7) | 33 |
Interest income | 2,948 | 3,115 |
Loss from joint ventures | (774) | (390) |
Other gains and (losses), net | (157) | (47) |
Income (loss) before income taxes | 708 | (7,220) |
(Provision) benefit for income taxes | (611) | 878 |
Net income | 97 | (6,342) |
Comprehensive income (loss) | 108 | (6,297) |
Eliminations [Member] | ||
Revenues: | ||
Other hotel revenue | (83,311) | (82,372) |
Entertainment | (24) | (76) |
Total revenues | (83,335) | (82,448) |
Operating expenses: | ||
Other hotel expenses | (79,385) | (78,539) |
Total hotel operating expenses | (79,385) | (78,539) |
Entertainment | (24) | (76) |
Corporate overhead allocation | (3,926) | (3,833) |
Total operating expenses | (83,335) | (82,448) |
Equity in subsidiaries' earnings, net | (34,861) | (28,511) |
Net income | (34,861) | (28,511) |
Comprehensive income (loss) | $ (34,872) | $ (28,556) |
Information Concerning Guaran48
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | $ 38,321 | $ 53,273 |
Purchases of property and equipment | (37,710) | (13,240) |
Investment in Gaylord Rockies joint venture | (16,309) | (21,523) |
Proceeds from sale of Peterson LOI | 6,785 | |
Increase in restricted cash and cash equivalents | 2,858 | (7,603) |
Other investing activities | (2,691) | (1,575) |
Net cash flows used in investing activities | (53,852) | (37,156) |
Net borrowings under credit facility | 33,000 | 54,000 |
Repayment of note payable related to purchase of AC Hotel | (6,000) | |
Repurchase of Company stock for retirement | (24,811) | |
Payment of dividends | (38,900) | (36,433) |
Payment of tax withholdings for share-based compensation | (3,741) | (2,921) |
Other financing activities | 23 | 907 |
Net cash provided by (used in) financing activities | (9,618) | (15,258) |
Net change in cash and cash equivalents | (25,149) | 859 |
Cash and cash equivalents - unrestricted, beginning of period | 59,128 | 56,291 |
Cash and cash equivalents - unrestricted, end of period | 33,979 | 57,150 |
Parent Guarantor [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 42,645 | 56,533 |
Purchases of property and equipment | (12) | |
Proceeds from sale of Peterson LOI | 6,785 | |
Net cash flows used in investing activities | 6,773 | |
Repurchase of Company stock for retirement | (24,811) | |
Payment of dividends | (38,900) | (36,433) |
Payment of tax withholdings for share-based compensation | (3,741) | (2,921) |
Other financing activities | 28 | 913 |
Net cash provided by (used in) financing activities | (42,613) | (63,252) |
Net change in cash and cash equivalents | 32 | 54 |
Cash and cash equivalents - unrestricted, beginning of period | 28 | 23 |
Cash and cash equivalents - unrestricted, end of period | 60 | 77 |
Issuer [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (33,496) | (48,547) |
Net borrowings under credit facility | 33,000 | 54,000 |
Repayment of note payable related to purchase of AC Hotel | (6,000) | |
Net cash provided by (used in) financing activities | 33,000 | 48,000 |
Net change in cash and cash equivalents | (496) | (547) |
Cash and cash equivalents - unrestricted, beginning of period | 1,234 | 1,578 |
Cash and cash equivalents - unrestricted, end of period | 738 | 1,031 |
Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 14,345 | 5,677 |
Purchases of property and equipment | (13,196) | (5,175) |
Net cash flows used in investing activities | (13,196) | (5,175) |
Net change in cash and cash equivalents | 1,149 | 502 |
Cash and cash equivalents - unrestricted, beginning of period | 23 | 158 |
Cash and cash equivalents - unrestricted, end of period | 1,172 | 660 |
Non-Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 14,827 | 39,610 |
Purchases of property and equipment | (24,514) | (8,053) |
Investment in Gaylord Rockies joint venture | (16,309) | (21,523) |
Increase in restricted cash and cash equivalents | 2,858 | (7,603) |
Other investing activities | (2,691) | (1,575) |
Net cash flows used in investing activities | (40,656) | (38,754) |
Other financing activities | (5) | (6) |
Net cash provided by (used in) financing activities | (5) | (6) |
Net change in cash and cash equivalents | (25,834) | 850 |
Cash and cash equivalents - unrestricted, beginning of period | 57,843 | 54,532 |
Cash and cash equivalents - unrestricted, end of period | $ 32,009 | $ 55,382 |