Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-13079 | |
Entity Registrant Name | RYMAN HOSPITALITY PROPERTIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 73-0664379 | |
Entity Address, Address Line One | One Gaylord Drive | |
Entity Address, City or Town | Nashville | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37214 | |
City Area Code | 615 | |
Local Phone Number | 316-6000 | |
Title of 12(b) Security | Common stock | |
Trading Symbol | RHP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,970,480 | |
Entity Central Index Key | 0001040829 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
ASSETS: | |||
Property and equipment, net of accumulated depreciation (including $969,130 and $979,012 from VIEs, respectively) | $ 3,129,977 | $ 3,130,252 | |
Cash and cash equivalents - unrestricted (including $22,072 and $33,772 from VIEs, respectively) | 662,156 | 362,430 | $ 94,873 |
Cash and cash equivalents - restricted | 64,501 | 57,966 | $ 51,943 |
Notes receivable | 99,900 | 110,135 | |
Trade receivables, less credit loss reserve of $1,155 and $828, respectively (including $20,688 and $16,523 from VIEs, respectively) | 78,952 | 70,768 | |
Deferred income tax assets, net | 25,959 | ||
Prepaid expenses and other assets (including $32,247 and $27,888 from VIEs, respectively) | 112,236 | 123,845 | |
Intangible assets (including $192,366 and $202,366 from VIEs, respectively) | 197,080 | 207,113 | |
Total assets | 4,344,802 | 4,088,468 | |
LIABILITIES AND EQUITY: | |||
Debt and finance lease obligations (including $793,174 and $792,696 from VIEs, respectively) | 2,951,888 | 2,559,968 | |
Accounts payable and accrued liabilities (including $44,818 and $57,590 from VIEs, respectively) | 240,313 | 264,915 | |
Dividends payable | 53,037 | 50,711 | |
Deferred management rights proceeds | 174,558 | 175,332 | |
Operating lease liabilities | 106,925 | 106,331 | |
Deferred income tax liabilities, net | 600 | ||
Other liabilities (including $24,887 and $2,174 from VIEs, respectively) | 94,434 | 64,971 | |
Total liabilities | 3,621,755 | 3,222,228 | |
Commitments and contingencies | |||
Noncontrolling interest in consolidated joint venture | 163,026 | 221,511 | |
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, 54,970 and 54,897 shares issued and outstanding, respectively | 550 | 549 | |
Additional paid-in capital | 1,185,885 | 1,185,168 | |
Treasury stock of 626 and 619 shares, at cost | (17,872) | (17,315) | |
Accumulated deficit | (545,104) | (495,514) | |
Accumulated other comprehensive loss | (63,438) | (28,159) | |
Total stockholders' equity | 560,021 | 644,729 | |
Total liabilities and equity | $ 4,344,802 | $ 4,088,468 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 3,129,977 | $ 3,130,252 |
Cash and cash equivalents - unrestricted | 662,156 | 362,430 |
Cash and cash equivalents - restricted | 64,501 | 57,966 |
Notes receivable | 99,900 | 110,135 |
Trade receivables, less allowance | 78,952 | 70,768 |
Prepaid expenses and other assets | 112,236 | 123,845 |
Intangible assets | 197,080 | 207,113 |
Debt and finance lease obligations | 2,951,888 | 2,559,968 |
Accounts payable and accrued liabilities | 240,313 | 264,915 |
Other liabilities | 94,434 | 64,971 |
Accounts Receivable, Net [Abstract] | ||
Credit loss reserve | $ 1,155 | $ 828 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 54,970,000 | 54,897,000 |
Common stock, shares outstanding (in shares) | 54,970,000 | 54,897,000 |
Treasury Stock, Shares [Abstract] | ||
Treasury stock, shares (in shares) | 626,000 | 619,000 |
Variable Interest Entity [Member] | ||
Assets [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 969,130 | $ 979,012 |
Cash and cash equivalents - unrestricted | 22,072 | 33,772 |
Trade receivables, less allowance | 20,688 | 16,523 |
Prepaid expenses and other assets | 32,247 | 27,888 |
Intangible assets | 192,366 | 202,366 |
Debt and finance lease obligations | 793,174 | 792,696 |
Accounts payable and accrued liabilities | 44,818 | 57,590 |
Other liabilities | $ 24,887 | $ 2,174 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 313,030 | $ 370,775 |
Operating expenses: | ||
Total hotel operating expenses | 212,085 | 227,023 |
Corporate | 8,136 | 9,004 |
Preopening costs | 801 | 2,134 |
Gain on sale of assets | (1,261) | |
Credit loss on held-to-maturity securities | 5,828 | |
Depreciation and amortization | 53,345 | 53,009 |
Total operating expenses | 308,280 | 316,811 |
Operating income | 4,750 | 53,964 |
Interest expense | (29,358) | (32,087) |
Interest income | 2,371 | 2,908 |
Loss from unconsolidated joint ventures | (1,895) | |
Other gains and (losses), net | 195 | (141) |
Income (loss) before income taxes | (23,937) | 24,644 |
Provision for income taxes | (26,799) | (1,974) |
Net income (loss) | (50,736) | 22,670 |
Net loss attributable to noncontrolling interest in consolidated joint venture | 4,220 | 6,738 |
Net income (loss) available to common stockholders | $ (46,516) | $ 29,408 |
Basic income (loss) per share available to common stockholders | $ (0.85) | $ 0.57 |
Diluted income (loss) per share available to common stockholders | $ (0.85) | $ 0.57 |
Comprehensive income (loss), net of taxes | $ (88,173) | $ 22,779 |
Comprehensive loss, net of taxes, attributable to noncontrolling interest | 12,829 | 6,738 |
Comprehensive income (loss), net of taxes, available to common stockholders | (75,344) | 29,517 |
Notes Receivable [Member] | ||
Operating expenses: | ||
Interest income | 1,500 | 2,600 |
Bonds B Series [Member] | ||
Operating expenses: | ||
Credit loss on held-to-maturity securities | 5,828 | |
Rooms [Member] | ||
Revenues: | ||
Total revenues | 106,128 | 132,212 |
Operating expenses: | ||
Total hotel operating expenses | 32,308 | 34,969 |
Food and Beverage [Member] | ||
Revenues: | ||
Total revenues | 145,750 | 171,143 |
Operating expenses: | ||
Total hotel operating expenses | 83,811 | 91,359 |
Hotel, Other [Member] | ||
Revenues: | ||
Total revenues | 33,793 | 34,155 |
Operating expenses: | ||
Total hotel operating expenses | 90,474 | 90,939 |
Management Fees [Member] | ||
Operating expenses: | ||
Total hotel operating expenses | 5,492 | 9,756 |
Entertainment [Member] | ||
Revenues: | ||
Total revenues | 27,359 | 33,265 |
Operating expenses: | ||
Total hotel operating expenses | $ 29,346 | $ 25,641 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income | $ (50,736) | $ 22,670 |
Amounts to reconcile net income to net cash flows provided by operating activities: | ||
Provision for deferred income taxes | 26,559 | 1,100 |
Depreciation and amortization | 53,345 | 53,009 |
Amortization of deferred financing costs | 1,894 | 1,927 |
Credit loss on held-to-maturity securities | 5,828 | |
(Income) loss from unconsolidated joint ventures | 1,895 | |
Stock-based compensation expense | 2,230 | 2,026 |
Changes in: | ||
Trade receivables | (8,345) | (42,050) |
Accounts payable and accrued liabilities | (26,297) | 17,632 |
Other assets and liabilities | (1,702) | (1,754) |
Net cash flows provided by operating activities | 4,671 | 54,560 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (43,168) | (48,873) |
Investment in other joint ventures | (3,090) | (102) |
Other investing activities | 1,004 | (127) |
Net cash flows used in investing activities | (45,254) | (49,102) |
Cash Flows from Financing Activities: | ||
Net borrowings under revolving credit facility | 400,000 | 10,000 |
Deferred financing costs paid | (106) | |
Payment of dividends | (50,078) | (44,420) |
Payment of tax withholdings for share-based compensation | (1,631) | (3,813) |
Other financing activities | (91) | 1,605 |
Net cash flows provided by (used in) financing activities | 346,844 | (7,731) |
Net change in cash, cash equivalents, and restricted cash | 306,261 | (2,273) |
Cash, cash equivalents, and restricted cash, beginning of period | 420,396 | 149,089 |
Cash, cash equivalents, and restricted cash, end of period | 726,657 | 146,816 |
Term Loan B | ||
Cash Flows from Financing Activities: | ||
Repayments under term loan B | $ (1,250) | |
Gaylord Rockies [Member] | ||
Cash Flows from Financing Activities: | ||
Borrowing under Gaylord Rockies term loan | $ 28,897 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet: | ||||
Cash and cash equivalents - unrestricted | $ 662,156 | $ 362,430 | $ 94,873 | |
Cash and cash equivalents - restricted | 64,501 | 57,966 | 51,943 | |
Cash, cash equivalents, and restricted cash, end of period | $ 726,657 | $ 420,396 | $ 146,816 | $ 149,089 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity And Noncontrolling Interest - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 513 | $ 900,795 | $ (15,183) | $ (388,524) | $ (28,024) | $ 287,433 | $ 469,577 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 29,408 | (6,738) | 29,408 | ||||
Adjustment of noncontrolling interest to redemption value | (10,420) | 10,420 | (10,420) | ||||
Other comprehensive income (loss), net of income taxes | 109 | 109 | |||||
Payment of dividends | 168 | (504) | (46,076) | (46,412) | |||
Restricted stock units and stock options surrendered | 1 | (3,825) | (3,824) | ||||
Stock-based compensation expense | 2,026 | 2,026 | |||||
Ending balance at Mar. 31, 2019 | 514 | 899,164 | (15,687) | (412,905) | (30,622) | 291,115 | 440,464 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Translation adjustment related to adoption of ASU | ASU 2018-02 [Member] | 2,707 | (2,707) | |||||
Beginning balance at Dec. 31, 2019 | 549 | 1,185,168 | (17,315) | (495,514) | (28,159) | 221,511 | 644,729 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (46,516) | (4,220) | (46,516) | ||||
Adjustment of noncontrolling interest to redemption value | 54,265 | (54,265) | 54,265 | ||||
Other comprehensive income (loss), net of income taxes | (37,437) | (37,437) | |||||
Payment of dividends | 147 | (557) | (51,996) | (52,406) | |||
Restricted stock units and stock options surrendered | 1 | (1,660) | (1,659) | ||||
Stock-based compensation expense | 2,230 | 2,230 | |||||
Ending balance at Mar. 31, 2020 | $ 550 | $ 1,185,885 | $ (17,872) | (545,104) | (63,438) | $ 163,026 | 560,021 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Translation adjustment related to adoption of ASU | ASU 2016-13 [Member] | $ (5,343) | $ 2,158 | $ (3,185) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity And Noncontrolling Interest (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity And Noncontrolling Interest [Abstract] | ||
Dividend amount for current period (in dollars per share) | $ 0.95 | $ 0.90 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation | |
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 hotel assets managed by Marriott include 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 a 62.1% interest in a joint venture (the “Gaylord Rockies joint venture”) that owns the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”), which opened in December 2018 and is managed by Marriott. As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, management has concluded that the Company is the primary beneficiary of this variable interest entity. As such, the Company has consolidated the assets, liabilities and results of operations of the Gaylord Rockies joint venture in the accompanying condensed consolidated financial statements. The portion of the Gaylord Rockies joint venture that the Company does not own is recorded as noncontrolling interest in consolidated joint venture in the accompanying condensed consolidated balance sheet, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statement of stockholders’ equity. Creditors of the Gaylord Rockies joint venture have no recourse to the general credit of the Company, except with respect to certain limited loan guarantees as discussed in Note 13, “Commitments and Contingencies” to the condensed consolidated financial statements included herein. The Company also owns 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; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, and the General Jackson Showboat. The Company also owns a 50% interest in a joint venture intended to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”), which launched its broadcast network on January 1, 2020. See Note 13, “Commitments and Contingencies” to the condensed consolidated financial statements included herein for further disclosure. 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 for the year ended December 31, 2019. 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 principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality, Entertainment, and Corporate and Other. Impact of COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (COVID-19) as a pandemic, which continues to spread throughout the United States. COVID-19 is having an unprecedented impact on the U.S. economy, and due to the COVID-19 pandemic, there is significant uncertainty surrounding the full extent of its impact on the Company’s future results of operations and financial position. The Company, in consultation with local governmental authorities, first determined to close its Nashville-based entertainment venues on March 15, 2020. As cancellations at the Gaylord Hotels properties began to increase, the Company and its hotel manager, Marriott, implemented a series of operational changes, beginning with scaling back operations at the hotels to reflect reduced occupancy, closing food and beverage outlets, and reducing hourly staffing and culminating with the suspension of operations at the Gaylord Hotels properties beginning March 24, 2020. Hotel employees that were laid off or furloughed were generally paid the equivalent of one week of compensation, and benefits for hotel employees are being maintained through June 30, 2020. The Gaylord Hotels properties, as well as substantially all of the Company’s entertainment assets remain closed, and the decision to reopen will be based on a number of factors and made in consultation with local health authorities. In the Company’s Entertainment segment, in addition to the closure of its entertainment assets, the Company has taken steps to reduce operating costs in all areas. The Company is continuing to pay all full-time and part-time employees at its Company-managed properties through May 15, 2020. To preserve liquidity, on March 17, 2020, the Company completed a $400 million draw from its existing $700 million revolving line of credit as a precaution to ensure funds are available to meet the Company’s obligations for a sustained period of time. At March 31, 2020, the Company had an additional $299.1 million available for borrowing under its revolving credit facility and $662.2 million in unrestricted cash on hand. In addition, following the payment of the Company’s first quarter 2020 dividend as discussed in Note 14, “Stockholders Equity,” to the condensed consolidated financial statements included herein, the Company suspended its regular quarterly dividend payments for the remainder of 2020. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Company’s credit agreement amendment described in Note 17, “Subsequent Events,” to the condensed consolidated financial statements included herein, permits payment of dividends as necessary to maintain the Company’s REIT status and permits the Company to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of director’s determinations as to the amount of distributions and timing thereof. The Company has deferred substantially all non-essential capital projects, in addition to delaying the Gaylord Rockies expansion project, which was scheduled to begin construction in second quarter 2020. The Gaylord Palms expansion project is continuing, and the Company believes the expansion will allow Gaylord Palms to serve groups moving meetings to next year. The Company amended its credit facility on April 23, 2020, as described in Note 17, “Subsequent Events.” The Company continues to pay all required debt service payments on its indebtedness, lease payments, taxes and other payables. The Company’s smaller hotels, the Inn at Opryland and the AC Hotel, as well as Gaylord Springs, remain operational, and the Company currently has no plans to temporarily close these businesses. Revenues from these assets have been negligible during the COVID-19 pandemic. Block 21 Acquisition In December 2019, the Company entered into an agreement to purchase Block 21, a mixed-use entertainment, lodging, office and retail complex located in Austin, Texas, for $275 million, which includes the assumption of approximately $141 million of existing mortgage debt. Block 21 is the home of the Austin City Limits Live at The Moody Theater (“ACL Live”), a 2,750 -seat entertainment venue that serves as the filming location for the Austin City Limits television series. The Block 21 complex also includes the 251 -room W Austin Hotel, the 350 -seat 3TEN at ACL Live club and approximately 53,000 square feet of Class A commercial space. The Company paid a nonrefundable deposit of $15 million with the agreement, and the acquisition is subject to customary closing conditions, including, but not limited to, the consent to the Company’s assumption of the existing mortgage loan by the loan servicer. If the acquisition is completed, the Company intends to fund the acquisition with a portion of the proceeds from the equity offering discussed in Note 11, “Equity” Newly Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “ Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
Revenues | |
Revenues | 2. REVENUES: Revenues from occupied hotel rooms are recognized over time as the daily hotel stay is provided to hotel groups and guests. Revenues from concessions, food and beverage sales, and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the hotel group or guest. Revenues from ancillary services at the Company’s hotels, such as spa, parking, and transportation services, are generally recognized at the time the goods or services are provided. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are generally recognized as revenue in the period the Company determines it is probable that a significant reversal in the amount of revenue recognized will not occur, which is typically the period these fees are collected. The Company generally recognizes revenues from the Entertainment segment at the point in time that services are provided or goods are delivered or shipped to the customer, as applicable. Almost all of the Company’s revenues are either cash-based or, for meeting and convention groups who meet the Company’s credit criteria, billed and collected on a short-term receivables basis. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase but are not included in revenue. The Company records a liability upon collection of such taxes from the customer and relieves the liability when payments are remitted to the applicable governmental agency. The Company’s revenues disaggregated by major source are as follows (in thousands): Three Months Ended March 31, 2020 2019 Hotel group rooms $ 82,711 $ 102,692 Hotel transient rooms 23,417 29,520 Hotel food and beverage - banquets 108,170 126,196 Hotel food and beverage - outlets 37,580 44,947 Hotel other 33,793 34,155 Entertainment admissions/ticketing 10,281 13,623 Entertainment food and beverage 10,027 12,039 Entertainment retail and other 7,051 7,603 Total revenues $ 313,030 $ 370,775 The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended March 31, 2020 2019 Gaylord Opryland $ 76,127 $ 88,958 Gaylord Palms 45,375 59,917 Gaylord Texan 55,996 72,039 Gaylord National 49,394 65,630 Gaylord Rockies 54,598 45,243 AC Hotel 1,849 2,435 Inn at Opryland and other 2,332 3,288 Total Hospitality segment revenues $ 285,671 $ 337,510 The majority of the Company’s Entertainment segment revenues are concentrated in Tennessee. The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. At March 31, 2020 and December 31, 2019, the Company had $77.7 million and $76.7 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, 2019, approximately $43.3 million was recognized in revenue during the three months ended March 31, 2020. |
Income Per Share
Income Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Income Per Share | |
Income Per Share | 3. INCOME PER SHARE: The weighted average number of common shares outstanding is calculated as follows (in thousands): Three Months Ended March 31, 2020 2019 Weighted average shares outstanding - basic 54,911 51,349 Effect of dilutive stock-based compensation — 215 Effect of dilutive put rights — 385 Weighted average shares outstanding - diluted 54,911 51,949 For the three months ended March 31, 2020, the effect of dilutive stock-based compensation was the equivalent of 141,000 shares of common stock outstanding. Because the Company had a loss from continuing operations in the three months ended March 31, 2020, these incremental shares were excluded from the computation of dilutive earnings per share as the effect of their inclusion would have been anti-dilutive. As more fully discussed in Note 13, “Commitments and Contingencies,” to the condensed consolidated financial statements included herein, certain affiliates of Ares Management, L.P. (“Ares”) each have a put right to require the Company to purchase their joint venture interests in the Gaylord Rockies joint venture in consideration of cash or operating partnership units (“OP Units”) of RHP Hotel Properties, LP (the “Operating Partnership”). Any OP Units issued by the Operating Partnership to the certain affiliates of Ares will be redeemable at the option of the holders thereof for shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. For the three months ended March 31, 2020, the effect of dilutive put rights was the equivalent of 538,000 shares of common stock outstanding. Because the Company had a loss from continuing operations in the three months ended March 31, 2020, these incremental shares were excluded from the computation of dilutive earnings per share as the effect of their inclusion would have been anti-dilutive. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
Equity | |
Accumulated Other Comprehensive Loss | 4. ACCUMULATED OTHER COMPREHENSIVE LOSS: The Company’s balance in accumulated other comprehensive loss is comprised of amounts related to the Company’s minimum pension liability discussed in Note 11, “Pension and Postretirement Benefits Other Than Pension Plans,” interest rate derivatives designated as cash flow hedges of the Company’s and the Gaylord Rockies joint venture’s outstanding debt as discussed in Note 7, “Debt,” and amounts related to an other-than-temporary impairment of a held-to-maturity investment that existed prior to the Company’s adoption of ASU 2016-13 with respect to the notes receivable discussed in Note 6, “Notes Receivable,” to the condensed consolidated financial statements included herein, and Note 3, “Notes Receivable,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2020 and 2019 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2019 $ (23,916) $ (5,877) $ 1,634 $ (28,159) Losses arising during period (1,107) — (35,947) (37,054) Amounts reclassified from accumulated other comprehensive loss 17 52 (452) (383) Net other comprehensive income (loss) (1,090) 52 (36,399) (37,437) Transition adjustment related to adoption of ASU 2016-13 (see Note 1) — 2,158 — 2,158 Balance, March 31, 2020 $ (25,006) $ (3,667) $ (34,765) $ (63,438) Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2018 $ (21,814) $ (6,210) $ — $ (28,024) Amounts reclassified from accumulated other comprehensive loss 20 83 — 103 Income tax benefit 6 — — 6 Net other comprehensive income 26 83 — 109 Transition adjustment related to adoption of ASU 2018-02 (2,707) — — (2,707) Balance, March 31, 2019 $ (24,495) $ (6,127) $ — $ (30,622) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT: Property and equipment, including right-of-use finance lease assets, at March 31, 2020 and December 31, 2019 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands): March 31, December 31, 2020 2019 Land and land improvements $ 350,993 $ 349,024 Buildings 3,441,389 3,432,136 Furniture, fixtures and equipment 969,130 968,858 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 103,815 82,906 4,866,940 4,834,537 Accumulated depreciation and amortization (1,736,963) (1,704,285) Property and equipment, net $ 3,129,977 $ 3,130,252 |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2020 | |
Notes Receivable | |
Notes Receivable | 6. NOTES RECEIVABLE: As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, in connection with the development of Gaylord National, the Company holds two issuances of governmental bonds (“Series A bond” and “Series B bond”) with a total carrying value and approximate fair value of $99.9 million and $110.1 million at March 31, 2020 and December 31, 2019, respectively, net of credit loss reserve of $11.0 million and $0, respectively. The Company receives debt service and principal payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity dates of July 1, 2034 and September 1, 2037, respectively. The Company records interest income over the life of the notes using the effective interest method. The Company has the intent and ability to hold these bonds to maturity. In the first quarter of 2020, the Company recorded an initial transition adjustment of $5.2 million and performed its quarterly assessment of credit losses under the newly adopted credit loss standard discussed in Note 1, which considers the estimate of projected tax revenues that will service the Series B bond over its remaining term. These long-range tax revenue projections were updated as a result of the closure of Gaylord National as a result of the COVID-19 pandemic. As a result of these reduced long-range tax revenue projections over the remaining life of the Series B bond, the Company increased its credit loss reserve by $5.8 million at March 31, 2020. During the three months ended March 31, 2020 and 2019, the Company recorded interest income of $1.5 million and $2.6 million, respectively, on these bonds. The Company received payments of $2.9 million and $3.0 million during the three months ended March 31, 2020 and 2019, respectively, relating to these bonds. At March 31, 2020 and December 31, 2019, the Company had accrued interest receivable related to these bonds of $39.0 million and $38.2 million, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt | |
Debt | 7. DEBT: The Company’s debt and finance lease obligations at March 31, 2020 and December 31, 2019 consisted of (in thousands): March 31, December 31, 2020 2019 $700M Revolving Credit Facility, interest at LIBOR plus 1.55%, maturing March 31, 2024, less unamortized deferred financing costs of $8,126 and $0 $ 391,874 $ — $300M Term Loan A, interest at LIBOR plus 1.50%, maturing May 31, 2025, less unamortized deferred financing costs of $2,370 and $2,478 297,630 297,522 $500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024, less unamortized deferred financing costs of $4,268 and $4,501 380,732 381,749 $400M Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $2,992 and $3,222 397,008 396,778 $700M Senior Notes, interest at 4.75%, maturing October 15, 2027, less unamortized deferred financing costs of $11,489 and $11,808, plus unamortized premium of $2,367 and $2,434 690,878 690,626 $800M Term Loan (Gaylord Rockies JV), interest at LIBOR plus 2.50%, maturing July 2, 2023, less unamortized deferred financing costs of $7,483 and $8,015 792,517 791,985 Finance lease obligations 1,249 1,308 Total debt $ 2,951,888 $ 2,559,968 Amounts due within one year consist of the amortization payments for the $500 million term loan B of 1.0% of the original principal balance, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. At March 31, 2020, the Company was in compliance with all of its covenants related to its outstanding debt, and the lenders had waived the covenant in the credit facility that prohibits closure of the Gaylord Hotels properties for longer than a specified period of time. See Note 17, “Subsequent Events,” for additional discussion. Interest Rate Derivatives The Company may enter into interest rate swap agreements to hedge against interest rate fluctuations. The Company and the Gaylord Rockies joint venture have each entered into interest rate swaps to manage interest rate risk associated with the Company’s $500 million term loan B and the Gaylord Rockies joint venture’s $800 million term loan, respectively. Each swap has been designated as a cash flow hedge whereby the Company or the joint venture receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. Neither the Company nor the Gaylord Rockies joint venture use derivatives for trading or speculative purposes and currently do not hold any derivatives that are not designated as hedges. For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $13.6 million will be reclassified from accumulated other comprehensive loss to interest expense in the next twelve months. The estimated fair value of the Company’s derivative financial instruments at March 31, 2020 and December 31, 2019 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional March 31, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2020 2019 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ (2,464) $ 959 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (2,464) 959 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (2,464) 956 Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 $ 87,500 (2,486) 934 Gaylord Rockies Loan Interest Rate Swap 1.6500% 1-month LIBOR August 1, 2022 $ 800,000 (24,887) (2,174) $ (34,765) $ 1,634 Derivative financial instruments in an asset position are included in prepaid expenses and other assets and those in a liability position are included in other liabilities in the accompanying condensed consolidated balance sheets. The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands): Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI Reclassified from Accumulated on Derivative Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended March 31, Accumulated OCI March 31, 2020 2019 into Income (Expense) 2020 2019 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ (35,947) $ — Interest expense $ 452 $ — Total derivatives $ (35,947) $ — $ 452 $ — Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended March 31, 2020 and 2019 was $29.4 million and $32.1 million, respectively. At March 31, 2020, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $35.7 million. As of March 31, 2020, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at the aggregate termination value of $35.7 million. In addition, the Company has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. |
Deferred Management Rights Proc
Deferred Management Rights Proceeds | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Management Rights Proceeds | |
Deferred Management Rights Proceeds | 8. DEFERRED MANAGEMENT RIGHTS PROCEEDS: On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord Hotels properties (the “Management Rights”) 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. The Company allocated $190.0 million of the purchase price to the Management Rights, based on the Company’s estimates of the fair values for the respective components. 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Leases | 9. LEASES: The Company is a lessee of a 65.3 acre site in Osceola County, Florida on which Gaylord Palms is located, building or land leases for Ole Red Gatlinburg, Ole Red Orlando and Ole Red Tishomingo, various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074 , which may be extended through January 2101 , at the Company’s discretion. The leases for Ole Red locations range from five to ten years , with renewal options ranging from five to fifty-five years , at the Company’s discretion. Extension options are not considered reasonably assured and thus are not included in the Company’s calculation of its right-of-use assets and lease liabilities. The terms of the Gaylord Palms lease include variable lease payments based upon net revenues at Gaylord Palms and certain other of the Company’s leases include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As the discount rate implicit in the Company’s operating leases is not readily determinable, the Company applied judgments related to the determination of the discount rates used to calculate the lease liability as required by Accounting Standards Codification Topic 842, “ Leases The Company’s lease costs for the three months ended March 31, 2020 and 2019 are as follows (in thousands): Three Months Ended March 31, 2020 2019 Operating lease cost $ 3,287 $ 3,346 Finance lease cost: Amortization of right-of-use assets 37 41 Interest on lease liabilities 13 17 Net lease cost $ 3,337 $ 3,404 Future minimum lease payments under non-cancelable leases at March 31, 2020 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 6,417 $ 260 Year 2 6,147 255 Year 3 6,039 232 Year 4 6,006 153 Year 5 5,827 46 Years thereafter 572,754 602 Total future minimum lease payments 603,190 1,548 Less amount representing interest (496,265) (299) Total present value of minimum payments $ 106,925 $ 1,249 The remaining lease term and discount rate for the Company’s leases are as follows: Weighted-average remaining lease term: Operating leases 50.4 years Finance leases 10.1 years Weighted-average discount rate: Operating leases 6.8 % Finance leases 4.0 % |
Stock Plans
Stock Plans | 3 Months Ended |
Mar. 31, 2020 | |
Stock Plans | |
Stock Plans | 10. STOCK PLANS: During the three months ended March 31, 2020, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of $92.31 per unit. There were 0.4 million and 0.3 million restricted stock units outstanding at March 31, 2020 and December 31, 2019, respectively. Compensation expense for all of the Company’s stock-based compensation plans was $2.2 million and $2.0 million for the three months ended March 31, 2020 and 2019, respectively. |
Pension and Postretirement Bene
Pension and Postretirement Benefits Other than Pension Plans | 3 Months Ended |
Mar. 31, 2020 | |
Pension and Postretirement Benefits Other Than Pension Plans | |
Pension and Postretirement Benefits Other than Pension Plans | 11. PENSION AND POSTRETIREMENT BENEFITS OTHER THAN PENSION PLANS: Net periodic pension expense (benefit) reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended March 31, 2020 2019 Interest cost $ 676 $ 878 Expected return on plan assets (1,055) (944) Amortization of net actuarial loss 282 287 Total net periodic pension expense (benefit) $ (97) $ 221 Net postretirement benefit income reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended March 31, 2020 2019 Interest cost $ 17 $ 25 Amortization of net actuarial loss 63 61 Amortization of prior service credit (328) (328) Total net postretirement benefit income $ (248) $ (242) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Taxes | |
Income Taxes | 12. 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 continue to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”). For the three months ended March 31, 2020, the Company recorded an income tax provision of $26.8 million. The provision was primarily due to recording a valuation allowance of $26.7 million, as further described below. In the three months ended March 31, 2020, the Company also recorded income tax expense of $0.1 million, inclusive of valuation allowance, related to the current period operations of the Company. Due to the financial statement impact of the COVID-19 pandemic, the Company reassessed the realizability of net deferred tax assets as of March 31, 2020, and as a result, the Company recorded a full valuation allowance of $26.7 million on the net deferred tax assets of its TRSs. For the three months ended March 31, 2019, the Company recorded an income tax provision of $2.0 million related to regular operations, which differs from the statutory rate primarily due to the REIT dividends paid deduction. At March 31, 2020 and December 31, 2019, the Company had no unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES: Pursuant to the Gaylord Rockies joint venture agreements, certain affiliates of Ares each have a put right to require the Company to purchase their joint venture interests at a defined appraised value during an annual window period or under certain other circumstances (not currently applicable) in consideration of cash or OP Units of the Operating Partnership. Such OP Units have economic terms that are substantially similar to shares of the Company’s common stock. Any OP Units issued by the Operating Partnership to the Ares affiliates will be redeemable at the option of the holders thereof for shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. Affiliates of RIDA Development Corporation (“RIDA”) also have a put right at a defined appraised value for cash, which will generally become exercisable at the earlier of December 31, 2023 or the date on which a certain change of control of RIDA occurs. In connection with its investment in the Gaylord Rockies joint venture, the Company and an affiliate of RIDA each entered into limited repayment and carry guaranties that, in the aggregate, guarantee repayment of 10% of the principal debt, together with interest and operating expenses, which are to be released once the Gaylord Rockies joint venture achieves a certain debt service coverage threshold as defined in the Gaylord Rockies Loan. Generally, the Gaylord Rockies Loan is non-recourse to the Company, subject to (i) those limited guaranties, (ii) a completion guaranty in the event a property expansion is pursued, and (iii) customary non-recourse carve-outs. In April 2019, a subsidiary of the Company entered into a joint venture with Gray Television, Inc. to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“New Country Ventures”). The Company acquired a 50% equity interest in this joint venture and has made capital contributions of $7.0 million. In addition, the joint venture agreement requires the Company to contribute up to an additional $8.0 million through December 31, 2021. The Company accounts for its investment in this joint venture under the equity method of accounting. 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 contingencies will not have a material effect on the financial statements of the Company. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity | |
Stockholders' Equity | 14. STOCKHOLDERS’ EQUITY: On February 25, 2020, the Company’s board of directors declared the Company’s first quarter 2020 cash dividend in the amount of $0.95 per share of common stock, or an aggregate of approximately $52.2 million in cash, which was paid on April 15, 2020 to stockholders of record as of the close of business on March 31, 2020. Following the payment of the first quarter 2020 cash dividend, the Company suspended its regular quarterly dividend payments for the remainder of 2020. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Company’s credit agreement amendment described in Note 17, “Subsequent Events,” to the condensed consolidated financial statements included herein, permits payment of dividends as necessary to maintain the Company’s REIT status and permits the Company to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of director’s determination as to the amount of distributions and the timing thereof. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 15. 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. The investments held by the Company in connection with its deferred compensation plan consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1. The Company’s interest rate swaps and the Gaylord Rockies joint venture’s interest rate swap consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company or the Gaylord Rockies joint venture, as applicable, determines the fair value of these swap contracts based on a widely accepted valuation methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows, using interest rates derived from observable market interest rate curves and volatilities, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, these swap contracts have been classified as Level 2. The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument. The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019, were as follows (in thousands): Markets for Observable Unobservable March 31, Identical Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 25,940 $ 25,940 $ — $ — Total assets measured at fair value $ 25,940 $ 25,940 $ — $ — Variable to fixed interest rate swaps $ 34,765 $ — $ 34,765 $ — Total liabilities measured at fair value $ 34,765 $ — $ 34,765 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 29,174 $ 29,174 $ — $ — Variable to fixed interest rate swaps 3,808 — 3,808 — Total assets measured at fair value $ 32,982 $ 29,174 $ 3,808 $ — Variable to fixed interest rate swaps $ 2,174 $ — $ 2,174 $ — Total liabilities measured at fair value $ 2,174 $ — $ 2,174 $ — The remainder of the assets and liabilities held by the Company at March 31, 2020 are not required to be recorded at fair value, and the carrying value of these assets and liabilities approximate fair value, except as described below. The Company has outstanding $400.0 million in aggregate principal amount of $400 million 5% senior notes. The carrying value of these notes at March 31, 2020 was $397.0 million, net of unamortized DFCs. The fair value of these notes, based upon quoted market prices (Level 1), was $316.1 million at March 31, 2020. The Company has outstanding $700.0 million in aggregate principal amount of $700 million 4.75% senior notes. The carrying value of these notes at March 31, 2020 was $690.9 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was $524.0 million at March 31, 2020. |
Financial Reporting By Business
Financial Reporting By Business Segments | 3 Months Ended |
Mar. 31, 2020 | |
Financial Reporting By Business Segments | |
Financial Reporting By Business Segments | 16. FINANCIAL REPORTING BY BUSINESS SEGMENTS: The Company’s operations are organized into three principal business segments: ● Hospitality , which includes Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National, the Inn at Opryland, the AC Hotel, and the Company’s investment in the Gaylord Rockies joint venture; ● Entertainment , which includes the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, the Company’s equity investment in Circle, and the Company’s Nashville-based attractions; and ● Corporate and Other , which includes the Company’s corporate expenses. The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands): Three Months Ended March 31, 2020 2019 Revenues: Hospitality $ 285,671 $ 337,510 Entertainment 27,359 33,265 Corporate and Other — — Total $ 313,030 $ 370,775 Depreciation and amortization: Hospitality $ 49,769 $ 50,133 Entertainment 3,105 2,479 Corporate and Other 471 397 Total $ 53,345 $ 53,009 Operating income: Hospitality $ 23,817 $ 60,354 Entertainment (5,092) 5,145 Corporate and Other (8,607) (9,401) Preopening costs (1) (801) (2,134) Gain on sale of assets (2) 1,261 — Credit loss on held-to-maturity securities (3) (5,828) — Total operating income 4,750 53,964 Interest expense (29,358) (32,087) Interest income 2,371 2,908 Loss from unconsolidated joint ventures (1,895) — Other gains and (losses), net 195 (141) Income (loss) before income taxes $ (23,937) $ 24,644 (1) Preopening costs for the three months ended March 31, 2020 include $0.1 million and $0.7 million for the Hospitality and Entertainment segments, respectively. Preopening costs for the three months ended March 31, 2019 include $0.7 million and $1.4 million for the Hospitality and Entertainment segments, respectively. (2) Gain on sale of assets for the three months ended March 31, 2020 relates to the Hospitality segment. (3) Credit loss on held-to-maturity securities for the three months ended March 31, 2020 relates to the Hospitality segment. March 31, December 31, 2020 2019 Identifiable assets: Hospitality $ 3,462,739 $ 3,494,084 Entertainment 192,696 181,036 Corporate and Other 689,367 413,348 Total identifiable assets $ 4,344,802 $ 4,088,468 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 17. SUBSEQUENT EVENTS: On April 23, 2020, the Company entered into Amendment No. 1 (the “Amendment”) to the Company’s Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. The Amendment provides for a waiver of the existing financial covenants through March 31, 2021 and ending on April 1, 2021 (the “Temporary Waiver Period”) and confirms the availability of the remaining $300.0 million of undrawn amounts under the revolving credit facility. In addition, the Amendment contains a covenant that the Company must maintain unrestricted liquidity (in the form of unrestricted cash on hand or undrawn availability under the Revolver) of at least $100 million. During the Temporary Waiver Period, the Amendment provides for increased interest and fees, additional restrictions on debt, investments, dividends, share repurchases and capital expenditures, and a minimum liquidity requirement. The Company may elect to terminate the Temporary Waiver Period prior to expiration. Upon expiration or termination of the Temporary Waiver Period, it will calculate compliance with the financial covenants in the Credit Agreement using a designated annualized calculation based on the Company’s most recently completed fiscal quarter or quarters, as applicable. Pursuant to the Amendment, the Company is required to use any proceeds from borrowings drawn during the Temporary Waiver Period to fund operating expenses, debt service of the Company and its subsidiaries, and permitted capital expenditures and investments. |
Information Concerning Guaranto
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 3 Months Ended |
Mar. 31, 2020 | |
Information Concerning Guarantor and Non-Guarantor Subsidiaries | |
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 18. INFORMATION CONCERNING GUARANTOR AND NON-GUARANTOR SUBSIDIARIES: The Company’s $400 million 5% senior notes and $700 million 4.75% senior notes were each issued by the Operating Partnership and RHP Finance Corporation, a Delaware corporation, 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, as amended (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 $400 million 5% senior notes and $700 million 4.75% 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, 2020 (in thousands) Parent Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,641,355 $ 1,488,622 $ — $ 3,129,977 Cash and cash equivalents - unrestricted 22 583,352 48 78,734 — 662,156 Cash and cash equivalents - restricted — — — 64,501 — 64,501 Notes receivable — — — 99,900 — 99,900 Trade receivables, less allowance — — — 78,952 — 78,952 Prepaid expenses and other assets — 58 26 126,170 (14,018) 112,236 Intangible assets — — — 197,080 — 197,080 Intercompany receivables, net — — 2,142,311 — (2,142,311) — Investments 953,898 2,949,445 708,341 2,040,163 (6,651,847) — Total assets $ 953,920 $ 3,532,855 $ 4,492,081 $ 4,174,122 $ (8,808,176) $ 4,344,802 LIABILITIES AND EQUITY: Debt and finance lease obligations $ — $ 2,158,122 $ — $ 793,766 $ — $ 2,951,888 Accounts payable and accrued liabilities 62 27,401 9,247 210,829 (7,226) 240,313 Dividends payable 53,037 — — — — 53,037 Deferred management rights proceeds — — — 174,558 — 174,558 Operating lease liabilities — — 105,877 7,840 (6,792) 106,925 Deferred income tax liabilities, net — — 413 187 — 600 Other liabilities — 9,878 — 84,556 — 94,434 Intercompany payables, net 340,800 1,553,804 — 247,707 (2,142,311) — Total liabilities 393,899 3,749,205 115,537 1,519,443 (2,156,329) 3,621,755 Commitments and contingencies Noncontrolling interest in consolidated joint venture — — — 163,026 — 163,026 Stockholders’ equity: Preferred stock — — — — — — Common stock 550 1 1 2,387 (2,389) 550 Additional paid-in-capital 1,185,885 266,031 2,894,831 2,843,451 (6,004,313) 1,185,885 Treasury stock (17,872) — — — — (17,872) Accumulated deficit (545,104) (472,504) 1,481,712 (300,625) (708,583) (545,104) Accumulated other comprehensive loss (63,438) (9,878) — (53,560) 63,438 (63,438) Total stockholders' equity 560,021 (216,350) 4,376,544 2,491,653 (6,651,847) 560,021 Total liabilities and equity $ 953,920 $ 3,532,855 $ 4,492,081 $ 4,174,122 $ (8,808,176) $ 4,344,802 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2019 (in thousands) Parent Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,632,744 $ 1,497,508 $ — $ 3,130,252 Cash and cash equivalents - unrestricted 29 200,534 3 161,864 — 362,430 Cash and cash equivalents - restricted — — — 57,966 — 57,966 Notes receivable — — — 110,135 — 110,135 Trade receivables, less allowance — — — 70,768 — 70,768 Deferred income tax assets, net — — (413) 26,372 — 25,959 Prepaid expenses and other assets — 12,390 3 118,301 (6,849) 123,845 Intangible assets — — — 207,113 — 207,113 Intercompany receivables, net — — 2,113,481 — (2,113,481) — Investments 1,050,955 2,949,445 708,588 2,077,984 (6,786,972) — Total assets $ 1,050,984 $ 3,162,369 $ 4,454,406 $ 4,328,011 $ (8,907,302) $ 4,088,468 LIABILITIES AND EQUITY: Debt and finance lease obligations $ — $ 1,766,675 $ — $ 793,293 $ — $ 2,559,968 Accounts payable and accrued liabilities 50 13,738 6,996 244,734 (603) 264,915 Dividends payable 50,711 — — — — 50,711 Deferred management rights proceeds — — — 175,332 — 175,332 Operating lease liabilities — — 104,742 7,835 (6,246) 106,331 Other liabilities — — — 64,971 — 64,971 Intercompany payables, net 355,494 1,514,770 — 243,217 (2,113,481) — Total liabilities 406,255 3,295,183 111,738 1,529,382 (2,120,330) 3,222,228 Commitments and contingencies Noncontrolling interest in consolidated joint venture — — — 221,511 — 221,511 Stockholders’ equity: Preferred stock — — — — — — Common stock 549 1 1 2,387 (2,389) 549 Additional paid-in-capital 1,185,168 315,680 2,894,830 2,843,450 (6,053,960) 1,185,168 Treasury stock (17,315) — — — — (17,315) Accumulated deficit (495,514) (452,303) 1,447,837 (236,752) (758,782) (495,514) Accumulated other comprehensive loss (28,159) 3,808 — (31,967) 28,159 (28,159) Total stockholders' equity 644,729 (132,814) 4,342,668 2,577,118 (6,786,972) 644,729 Total liabilities and equity $ 1,050,984 $ 3,162,369 $ 4,454,406 $ 4,328,011 $ (8,907,302) $ 4,088,468 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2020 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 106,128 $ — $ 106,128 Food and beverage — — — 145,750 — 145,750 Other hotel revenue — — 64,741 48,634 (79,582) 33,793 Entertainment — — — 27,898 (539) 27,359 Total revenues — — 64,741 328,410 (80,121) 313,030 Operating expenses: Rooms — — — 32,308 — 32,308 Food and beverage — — — 83,811 — 83,811 Other hotel expenses — — 12,442 155,067 (77,035) 90,474 Management fees, net — — — 5,492 — 5,492 Total hotel operating expenses — — 12,442 276,678 (77,035) 212,085 Entertainment — — — 29,346 — 29,346 Corporate 63 376 1 7,696 — 8,136 Preopening costs — — — 801 — 801 Corporate overhead allocation 979 — 2,107 — (3,086) — Gain on sale of assets — — — (1,261) — (1,261) Credit loss on held-to-maturity securities — — — 5,828 — 5,828 Depreciation and amortization — — 16,316 37,029 — 53,345 Total operating expenses 1,042 376 30,866 356,117 (80,121) 308,280 Operating income (loss) (1,042) (376) 33,875 (27,707) — 4,750 Interest expense — (20,401) — (9,008) 51 (29,358) Interest income — 576 — 1,846 (51) 2,371 Loss from unconsolidated joint ventures — — — (1,895) — (1,895) Other gains and (losses), net — — — 195 — 195 Income (loss) before income taxes (1,042) (20,201) 33,875 (36,569) — (23,937) Provision for income taxes — — — (26,799) — (26,799) Equity in subsidiaries’ losses, net (49,694) — — — 49,694 — Net income (loss) $ (50,736) $ (20,201) $ 33,875 $ (63,368) $ 49,694 $ (50,736) Comprehensive income (loss), net of taxes $ (88,173) $ (33,887) $ 33,875 $ (87,119) $ 87,131 $ (88,173) Net income (loss) available to common shareholders $ (46,516) $ (20,201) $ 33,875 $ (63,368) $ 49,694 $ (46,516) Comprehensive income (loss), net of taxes, available to common shareholders $ (75,344) $ (33,887) $ 33,875 $ (74,290) $ 74,302 $ (75,344) RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2019 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 132,212 $ — $ 132,212 Food and beverage — — — 171,143 — 171,143 Other hotel revenue — — 80,410 48,424 (94,679) 34,155 Entertainment — — — 33,789 (524) 33,265 Total revenues — — 80,410 385,568 (95,203) 370,775 Operating expenses: Rooms — — — 34,969 — 34,969 Food and beverage — — — 91,359 — 91,359 Other hotel expenses — — 12,052 169,982 (91,095) 90,939 Management fees, net — — — 9,756 — 9,756 Total hotel operating expenses — — 12,052 306,066 (91,095) 227,023 Entertainment — — — 25,694 (53) 25,641 Corporate 63 451 1 8,489 — 9,004 Preopening costs — — — 2,134 — 2,134 Corporate overhead allocation 997 — 3,058 — (4,055) — Depreciation and amortization — — 16,250 36,759 — 53,009 Total operating expenses 1,060 451 31,361 379,142 (95,203) 316,811 Operating income (loss) (1,060) (451) 49,049 6,426 — 53,964 Interest expense — (23,839) — (8,354) 106 (32,087) Interest income — 8 — 3,006 (106) 2,908 Other gains and (losses), net — — — (141) — (141) Income (loss) before income taxes (1,060) (24,282) 49,049 937 — 24,644 Provision for income taxes — — (38) (1,936) — (1,974) Equity in subsidiaries’ earnings, net 23,730 — — — (23,730) — Net income (loss) $ 22,670 $ (24,282) $ 49,011 $ (999) $ (23,730) $ 22,670 Comprehensive income (loss) $ 22,779 $ (24,282) $ 49,011 $ (890) $ (23,839) $ 22,779 Net income (loss) available to common shareholders $ 29,408 $ (24,282) $ 49,011 $ (999) $ (23,730) $ 29,408 Comprehensive income (loss), net of taxes, available to common shareholders $ 29,517 $ (24,282) $ 49,011 $ (890) $ (23,839) $ 29,517 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2020 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities $ 51,733 $ (15,826) $ 23,063 $ (54,299) $ — $ 4,671 Purchases of property and equipment — — (23,018) (20,150) — (43,168) Investment in other joint ventures — — — (3,090) — (3,090) Other investing activities — — — 1,004 — 1,004 Net cash used in investing activities — — (23,018) (22,236) — (45,254) Net borrowings under revolving credit facility — 400,000 — — — 400,000 Repayments under term loan B — (1,250) — — — (1,250) Deferred financing costs paid — (106) — — (106) Payment of dividends (50,078) — — — — (50,078) Payment of tax withholdings for share-based compensation (1,631) — — — — (1,631) Other financing activities (31) — — (60) — (91) Net cash provided by (used in) financing activities (51,740) 398,644 — (60) — 346,844 Net change in cash, cash equivalents, and restricted cash (7) 382,818 45 (76,595) — 306,261 Cash, cash equivalents, and restricted cash, beginning of period 29 200,534 3 219,830 — 420,396 Cash, cash equivalents, and restricted cash, end of period $ 22 $ 583,352 $ 48 $ 143,235 $ — $ 726,657 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2019 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities $ 48,198 $ (8,415) $ 7,077 $ 7,700 $ — $ 54,560 Purchases of property and equipment — — (7,083) (41,790) — (48,873) Investment in other joint ventures — — — (102) — (102) Other investing activities — — — (127) — (127) Net cash used in investing activities — — (7,083) (42,019) — (49,102) Net borrowings under revolving credit facility — 10,000 — — — 10,000 Borrowings under Gaylord Rockies construction and mezzanine loans — — — 28,897 — 28,897 Payment of dividends (44,420) — — — — (44,420) Payment of tax withholdings for share-based compensation (3,813) — — — — (3,813) Other financing activities — — — 1,605 — 1,605 Net cash provided by (used in) financing activities (48,233) 10,000 — 30,502 — (7,731) Net change in cash, cash equivalents, and restricted cash (35) 1,585 (6) (3,817) — (2,273) Cash, cash equivalents, and restricted cash, beginning of period 81 657 54 148,297 — 149,089 Cash, cash equivalents, and restricted cash, end of period $ 46 $ 2,242 $ 48 $ 144,480 $ — $ 146,816 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation | |
Revenue Recognition | Revenues from occupied hotel rooms are recognized over time as the daily hotel stay is provided to hotel groups and guests. Revenues from concessions, food and beverage sales, and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the hotel group or guest. Revenues from ancillary services at the Company’s hotels, such as spa, parking, and transportation services, are generally recognized at the time the goods or services are provided. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are generally recognized as revenue in the period the Company determines it is probable that a significant reversal in the amount of revenue recognized will not occur, which is typically the period these fees are collected. The Company generally recognizes revenues from the Entertainment segment at the point in time that services are provided or goods are delivered or shipped to the customer, as applicable. Almost all of the Company’s revenues are either cash-based or, for meeting and convention groups who meet the Company’s credit criteria, billed and collected on a short-term receivables basis. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase but are not included in revenue. The Company records a liability upon collection of such taxes from the customer and relieves the liability when payments are remitted to the applicable governmental agency. |
Deferred Revenue | The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. |
Newly Issued Accounting Standards | Newly Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “ Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenues | |
Revenues Disaggregated by Major Source | The Company’s revenues disaggregated by major source are as follows (in thousands): Three Months Ended March 31, 2020 2019 Hotel group rooms $ 82,711 $ 102,692 Hotel transient rooms 23,417 29,520 Hotel food and beverage - banquets 108,170 126,196 Hotel food and beverage - outlets 37,580 44,947 Hotel other 33,793 34,155 Entertainment admissions/ticketing 10,281 13,623 Entertainment food and beverage 10,027 12,039 Entertainment retail and other 7,051 7,603 Total revenues $ 313,030 $ 370,775 |
Hospitality Segment Revenues Disaggregated by Location | The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended March 31, 2020 2019 Gaylord Opryland $ 76,127 $ 88,958 Gaylord Palms 45,375 59,917 Gaylord Texan 55,996 72,039 Gaylord National 49,394 65,630 Gaylord Rockies 54,598 45,243 AC Hotel 1,849 2,435 Inn at Opryland and other 2,332 3,288 Total Hospitality segment revenues $ 285,671 $ 337,510 |
Income Per Share (Tables)
Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Per Share | |
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, 2020 2019 Weighted average shares outstanding - basic 54,911 51,349 Effect of dilutive stock-based compensation — 215 Effect of dilutive put rights — 385 Weighted average shares outstanding - diluted 54,911 51,949 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity | |
Summary of Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2020 and 2019 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2019 $ (23,916) $ (5,877) $ 1,634 $ (28,159) Losses arising during period (1,107) — (35,947) (37,054) Amounts reclassified from accumulated other comprehensive loss 17 52 (452) (383) Net other comprehensive income (loss) (1,090) 52 (36,399) (37,437) Transition adjustment related to adoption of ASU 2016-13 (see Note 1) — 2,158 — 2,158 Balance, March 31, 2020 $ (25,006) $ (3,667) $ (34,765) $ (63,438) Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2018 $ (21,814) $ (6,210) $ — $ (28,024) Amounts reclassified from accumulated other comprehensive loss 20 83 — 103 Income tax benefit 6 — — 6 Net other comprehensive income 26 83 — 109 Transition adjustment related to adoption of ASU 2018-02 (2,707) — — (2,707) Balance, March 31, 2019 $ (24,495) $ (6,127) $ — $ (30,622) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment | |
Property and Equipment | Property and equipment, including right-of-use finance lease assets, at March 31, 2020 and December 31, 2019 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands): March 31, December 31, 2020 2019 Land and land improvements $ 350,993 $ 349,024 Buildings 3,441,389 3,432,136 Furniture, fixtures and equipment 969,130 968,858 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 103,815 82,906 4,866,940 4,834,537 Accumulated depreciation and amortization (1,736,963) (1,704,285) Property and equipment, net $ 3,129,977 $ 3,130,252 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt | |
Summary of Debt and Finance Lease Obligations | The Company’s debt and finance lease obligations at March 31, 2020 and December 31, 2019 consisted of (in thousands): March 31, December 31, 2020 2019 $700M Revolving Credit Facility, interest at LIBOR plus 1.55%, maturing March 31, 2024, less unamortized deferred financing costs of $8,126 and $0 $ 391,874 $ — $300M Term Loan A, interest at LIBOR plus 1.50%, maturing May 31, 2025, less unamortized deferred financing costs of $2,370 and $2,478 297,630 297,522 $500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024, less unamortized deferred financing costs of $4,268 and $4,501 380,732 381,749 $400M Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $2,992 and $3,222 397,008 396,778 $700M Senior Notes, interest at 4.75%, maturing October 15, 2027, less unamortized deferred financing costs of $11,489 and $11,808, plus unamortized premium of $2,367 and $2,434 690,878 690,626 $800M Term Loan (Gaylord Rockies JV), interest at LIBOR plus 2.50%, maturing July 2, 2023, less unamortized deferred financing costs of $7,483 and $8,015 792,517 791,985 Finance lease obligations 1,249 1,308 Total debt $ 2,951,888 $ 2,559,968 |
Schedule of Fair Value of the Company's Derivative Financial Instruments | The estimated fair value of the Company’s derivative financial instruments at March 31, 2020 and December 31, 2019 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional March 31, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2020 2019 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ (2,464) $ 959 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (2,464) 959 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (2,464) 956 Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 $ 87,500 (2,486) 934 Gaylord Rockies Loan Interest Rate Swap 1.6500% 1-month LIBOR August 1, 2022 $ 800,000 (24,887) (2,174) $ (34,765) $ 1,634 |
Summary of Effect of Derivative Financial Instruments on the Accompanying Condensed Consolidated Statements of Operations | The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands): Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI Reclassified from Accumulated on Derivative Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended March 31, Accumulated OCI March 31, 2020 2019 into Income (Expense) 2020 2019 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ (35,947) $ — Interest expense $ 452 $ — Total derivatives $ (35,947) $ — $ 452 $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Schedule of Company's Lease Cost | The Company’s lease costs for the three months ended March 31, 2020 and 2019 are as follows (in thousands): Three Months Ended March 31, 2020 2019 Operating lease cost $ 3,287 $ 3,346 Finance lease cost: Amortization of right-of-use assets 37 41 Interest on lease liabilities 13 17 Net lease cost $ 3,337 $ 3,404 |
Summary of Maturities of Operating Lease Liabilities | Future minimum lease payments under non-cancelable leases at March 31, 2020 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 6,417 $ 260 Year 2 6,147 255 Year 3 6,039 232 Year 4 6,006 153 Year 5 5,827 46 Years thereafter 572,754 602 Total future minimum lease payments 603,190 1,548 Less amount representing interest (496,265) (299) Total present value of minimum payments $ 106,925 $ 1,249 |
Schedule of Remaining Lease Term and Discount Rate of Leases | Weighted-average remaining lease term: Operating leases 50.4 years Finance leases 10.1 years Weighted-average discount rate: Operating leases 6.8 % Finance leases 4.0 % |
Pension and Postretirement Be_2
Pension and Postretirement Benefits Other Than Pension Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Pension Plan [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Net Periodic Pension and Postretirement Benefit (Income) Expense | Net periodic pension expense (benefit) reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended March 31, 2020 2019 Interest cost $ 676 $ 878 Expected return on plan assets (1,055) (944) Amortization of net actuarial loss 282 287 Total net periodic pension expense (benefit) $ (97) $ 221 |
Postretirement Health Coverage [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Net Periodic Pension and Postretirement Benefit (Income) Expense | Net postretirement benefit income reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended March 31, 2020 2019 Interest cost $ 17 $ 25 Amortization of net actuarial loss 63 61 Amortization of prior service credit (328) (328) Total net postretirement benefit income $ (248) $ (242) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Assets Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019, were as follows (in thousands): Markets for Observable Unobservable March 31, Identical Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 25,940 $ 25,940 $ — $ — Total assets measured at fair value $ 25,940 $ 25,940 $ — $ — Variable to fixed interest rate swaps $ 34,765 $ — $ 34,765 $ — Total liabilities measured at fair value $ 34,765 $ — $ 34,765 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 29,174 $ 29,174 $ — $ — Variable to fixed interest rate swaps 3,808 — 3,808 — Total assets measured at fair value $ 32,982 $ 29,174 $ 3,808 $ — Variable to fixed interest rate swaps $ 2,174 $ — $ 2,174 $ — Total liabilities measured at fair value $ 2,174 $ — $ 2,174 $ — |
Financial Reporting By Busine_2
Financial Reporting By Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Financial Reporting By Business Segments | |
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, 2020 2019 Revenues: Hospitality $ 285,671 $ 337,510 Entertainment 27,359 33,265 Corporate and Other — — Total $ 313,030 $ 370,775 Depreciation and amortization: Hospitality $ 49,769 $ 50,133 Entertainment 3,105 2,479 Corporate and Other 471 397 Total $ 53,345 $ 53,009 Operating income: Hospitality $ 23,817 $ 60,354 Entertainment (5,092) 5,145 Corporate and Other (8,607) (9,401) Preopening costs (1) (801) (2,134) Gain on sale of assets (2) 1,261 — Credit loss on held-to-maturity securities (3) (5,828) — Total operating income 4,750 53,964 Interest expense (29,358) (32,087) Interest income 2,371 2,908 Loss from unconsolidated joint ventures (1,895) — Other gains and (losses), net 195 (141) Income (loss) before income taxes $ (23,937) $ 24,644 (1) Preopening costs for the three months ended March 31, 2020 include $0.1 million and $0.7 million for the Hospitality and Entertainment segments, respectively. Preopening costs for the three months ended March 31, 2019 include $0.7 million and $1.4 million for the Hospitality and Entertainment segments, respectively. (2) Gain on sale of assets for the three months ended March 31, 2020 relates to the Hospitality segment. (3) Credit loss on held-to-maturity securities for the three months ended March 31, 2020 relates to the Hospitality segment. March 31, December 31, 2020 2019 Identifiable assets: Hospitality $ 3,462,739 $ 3,494,084 Entertainment 192,696 181,036 Corporate and Other 689,367 413,348 Total identifiable assets $ 4,344,802 $ 4,088,468 |
Information Concerning Guaran_2
Information Concerning Guarantor and Non-Guarantor Subsidiaries (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation | |
Condensed Consolidating Balance Sheet | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2020 (in thousands) Parent Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,641,355 $ 1,488,622 $ — $ 3,129,977 Cash and cash equivalents - unrestricted 22 583,352 48 78,734 — 662,156 Cash and cash equivalents - restricted — — — 64,501 — 64,501 Notes receivable — — — 99,900 — 99,900 Trade receivables, less allowance — — — 78,952 — 78,952 Prepaid expenses and other assets — 58 26 126,170 (14,018) 112,236 Intangible assets — — — 197,080 — 197,080 Intercompany receivables, net — — 2,142,311 — (2,142,311) — Investments 953,898 2,949,445 708,341 2,040,163 (6,651,847) — Total assets $ 953,920 $ 3,532,855 $ 4,492,081 $ 4,174,122 $ (8,808,176) $ 4,344,802 LIABILITIES AND EQUITY: Debt and finance lease obligations $ — $ 2,158,122 $ — $ 793,766 $ — $ 2,951,888 Accounts payable and accrued liabilities 62 27,401 9,247 210,829 (7,226) 240,313 Dividends payable 53,037 — — — — 53,037 Deferred management rights proceeds — — — 174,558 — 174,558 Operating lease liabilities — — 105,877 7,840 (6,792) 106,925 Deferred income tax liabilities, net — — 413 187 — 600 Other liabilities — 9,878 — 84,556 — 94,434 Intercompany payables, net 340,800 1,553,804 — 247,707 (2,142,311) — Total liabilities 393,899 3,749,205 115,537 1,519,443 (2,156,329) 3,621,755 Commitments and contingencies Noncontrolling interest in consolidated joint venture — — — 163,026 — 163,026 Stockholders’ equity: Preferred stock — — — — — — Common stock 550 1 1 2,387 (2,389) 550 Additional paid-in-capital 1,185,885 266,031 2,894,831 2,843,451 (6,004,313) 1,185,885 Treasury stock (17,872) — — — — (17,872) Accumulated deficit (545,104) (472,504) 1,481,712 (300,625) (708,583) (545,104) Accumulated other comprehensive loss (63,438) (9,878) — (53,560) 63,438 (63,438) Total stockholders' equity 560,021 (216,350) 4,376,544 2,491,653 (6,651,847) 560,021 Total liabilities and equity $ 953,920 $ 3,532,855 $ 4,492,081 $ 4,174,122 $ (8,808,176) $ 4,344,802 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2019 (in thousands) Parent Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,632,744 $ 1,497,508 $ — $ 3,130,252 Cash and cash equivalents - unrestricted 29 200,534 3 161,864 — 362,430 Cash and cash equivalents - restricted — — — 57,966 — 57,966 Notes receivable — — — 110,135 — 110,135 Trade receivables, less allowance — — — 70,768 — 70,768 Deferred income tax assets, net — — (413) 26,372 — 25,959 Prepaid expenses and other assets — 12,390 3 118,301 (6,849) 123,845 Intangible assets — — — 207,113 — 207,113 Intercompany receivables, net — — 2,113,481 — (2,113,481) — Investments 1,050,955 2,949,445 708,588 2,077,984 (6,786,972) — Total assets $ 1,050,984 $ 3,162,369 $ 4,454,406 $ 4,328,011 $ (8,907,302) $ 4,088,468 LIABILITIES AND EQUITY: Debt and finance lease obligations $ — $ 1,766,675 $ — $ 793,293 $ — $ 2,559,968 Accounts payable and accrued liabilities 50 13,738 6,996 244,734 (603) 264,915 Dividends payable 50,711 — — — — 50,711 Deferred management rights proceeds — — — 175,332 — 175,332 Operating lease liabilities — — 104,742 7,835 (6,246) 106,331 Other liabilities — — — 64,971 — 64,971 Intercompany payables, net 355,494 1,514,770 — 243,217 (2,113,481) — Total liabilities 406,255 3,295,183 111,738 1,529,382 (2,120,330) 3,222,228 Commitments and contingencies Noncontrolling interest in consolidated joint venture — — — 221,511 — 221,511 Stockholders’ equity: Preferred stock — — — — — — Common stock 549 1 1 2,387 (2,389) 549 Additional paid-in-capital 1,185,168 315,680 2,894,830 2,843,450 (6,053,960) 1,185,168 Treasury stock (17,315) — — — — (17,315) Accumulated deficit (495,514) (452,303) 1,447,837 (236,752) (758,782) (495,514) Accumulated other comprehensive loss (28,159) 3,808 — (31,967) 28,159 (28,159) Total stockholders' equity 644,729 (132,814) 4,342,668 2,577,118 (6,786,972) 644,729 Total liabilities and equity $ 1,050,984 $ 3,162,369 $ 4,454,406 $ 4,328,011 $ (8,907,302) $ 4,088,468 |
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, 2020 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 106,128 $ — $ 106,128 Food and beverage — — — 145,750 — 145,750 Other hotel revenue — — 64,741 48,634 (79,582) 33,793 Entertainment — — — 27,898 (539) 27,359 Total revenues — — 64,741 328,410 (80,121) 313,030 Operating expenses: Rooms — — — 32,308 — 32,308 Food and beverage — — — 83,811 — 83,811 Other hotel expenses — — 12,442 155,067 (77,035) 90,474 Management fees, net — — — 5,492 — 5,492 Total hotel operating expenses — — 12,442 276,678 (77,035) 212,085 Entertainment — — — 29,346 — 29,346 Corporate 63 376 1 7,696 — 8,136 Preopening costs — — — 801 — 801 Corporate overhead allocation 979 — 2,107 — (3,086) — Gain on sale of assets — — — (1,261) — (1,261) Credit loss on held-to-maturity securities — — — 5,828 — 5,828 Depreciation and amortization — — 16,316 37,029 — 53,345 Total operating expenses 1,042 376 30,866 356,117 (80,121) 308,280 Operating income (loss) (1,042) (376) 33,875 (27,707) — 4,750 Interest expense — (20,401) — (9,008) 51 (29,358) Interest income — 576 — 1,846 (51) 2,371 Loss from unconsolidated joint ventures — — — (1,895) — (1,895) Other gains and (losses), net — — — 195 — 195 Income (loss) before income taxes (1,042) (20,201) 33,875 (36,569) — (23,937) Provision for income taxes — — — (26,799) — (26,799) Equity in subsidiaries’ losses, net (49,694) — — — 49,694 — Net income (loss) $ (50,736) $ (20,201) $ 33,875 $ (63,368) $ 49,694 $ (50,736) Comprehensive income (loss), net of taxes $ (88,173) $ (33,887) $ 33,875 $ (87,119) $ 87,131 $ (88,173) Net income (loss) available to common shareholders $ (46,516) $ (20,201) $ 33,875 $ (63,368) $ 49,694 $ (46,516) Comprehensive income (loss), net of taxes, available to common shareholders $ (75,344) $ (33,887) $ 33,875 $ (74,290) $ 74,302 $ (75,344) RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2019 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 132,212 $ — $ 132,212 Food and beverage — — — 171,143 — 171,143 Other hotel revenue — — 80,410 48,424 (94,679) 34,155 Entertainment — — — 33,789 (524) 33,265 Total revenues — — 80,410 385,568 (95,203) 370,775 Operating expenses: Rooms — — — 34,969 — 34,969 Food and beverage — — — 91,359 — 91,359 Other hotel expenses — — 12,052 169,982 (91,095) 90,939 Management fees, net — — — 9,756 — 9,756 Total hotel operating expenses — — 12,052 306,066 (91,095) 227,023 Entertainment — — — 25,694 (53) 25,641 Corporate 63 451 1 8,489 — 9,004 Preopening costs — — — 2,134 — 2,134 Corporate overhead allocation 997 — 3,058 — (4,055) — Depreciation and amortization — — 16,250 36,759 — 53,009 Total operating expenses 1,060 451 31,361 379,142 (95,203) 316,811 Operating income (loss) (1,060) (451) 49,049 6,426 — 53,964 Interest expense — (23,839) — (8,354) 106 (32,087) Interest income — 8 — 3,006 (106) 2,908 Other gains and (losses), net — — — (141) — (141) Income (loss) before income taxes (1,060) (24,282) 49,049 937 — 24,644 Provision for income taxes — — (38) (1,936) — (1,974) Equity in subsidiaries’ earnings, net 23,730 — — — (23,730) — Net income (loss) $ 22,670 $ (24,282) $ 49,011 $ (999) $ (23,730) $ 22,670 Comprehensive income (loss) $ 22,779 $ (24,282) $ 49,011 $ (890) $ (23,839) $ 22,779 Net income (loss) available to common shareholders $ 29,408 $ (24,282) $ 49,011 $ (999) $ (23,730) $ 29,408 Comprehensive income (loss), net of taxes, available to common shareholders $ 29,517 $ (24,282) $ 49,011 $ (890) $ (23,839) $ 29,517 |
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, 2020 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities $ 51,733 $ (15,826) $ 23,063 $ (54,299) $ — $ 4,671 Purchases of property and equipment — — (23,018) (20,150) — (43,168) Investment in other joint ventures — — — (3,090) — (3,090) Other investing activities — — — 1,004 — 1,004 Net cash used in investing activities — — (23,018) (22,236) — (45,254) Net borrowings under revolving credit facility — 400,000 — — — 400,000 Repayments under term loan B — (1,250) — — — (1,250) Deferred financing costs paid — (106) — — (106) Payment of dividends (50,078) — — — — (50,078) Payment of tax withholdings for share-based compensation (1,631) — — — — (1,631) Other financing activities (31) — — (60) — (91) Net cash provided by (used in) financing activities (51,740) 398,644 — (60) — 346,844 Net change in cash, cash equivalents, and restricted cash (7) 382,818 45 (76,595) — 306,261 Cash, cash equivalents, and restricted cash, beginning of period 29 200,534 3 219,830 — 420,396 Cash, cash equivalents, and restricted cash, end of period $ 22 $ 583,352 $ 48 $ 143,235 $ — $ 726,657 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2019 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities $ 48,198 $ (8,415) $ 7,077 $ 7,700 $ — $ 54,560 Purchases of property and equipment — — (7,083) (41,790) — (48,873) Investment in other joint ventures — — — (102) — (102) Other investing activities — — — (127) — (127) Net cash used in investing activities — — (7,083) (42,019) — (49,102) Net borrowings under revolving credit facility — 10,000 — — — 10,000 Borrowings under Gaylord Rockies construction and mezzanine loans — — — 28,897 — 28,897 Payment of dividends (44,420) — — — — (44,420) Payment of tax withholdings for share-based compensation (3,813) — — — — (3,813) Other financing activities — — — 1,605 — 1,605 Net cash provided by (used in) financing activities (48,233) 10,000 — 30,502 — (7,731) Net change in cash, cash equivalents, and restricted cash (35) 1,585 (6) (3,817) — (2,273) Cash, cash equivalents, and restricted cash, beginning of period 81 657 54 148,297 — 149,089 Cash, cash equivalents, and restricted cash, end of period $ 46 $ 2,242 $ 48 $ 144,480 $ — $ 146,816 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | |||
Operating lease liabilities | $ 106,925 | $ 106,331 | |
Retained earnings | (545,104) | (495,514) | |
Accumulated other comprehensive loss | $ (63,438) | $ (28,159) | |
ASU 2016-13 [Member] | Restatement Adjustment [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Retained earnings | $ (5,300) | ||
Accumulated other comprehensive loss | $ 2,200 | ||
Gaylord Rockies [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest (as a percent) | 62.10% | ||
Circle [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest (as a percent) | 50.00% |
Basis of Presentation - Acquisi
Basis of Presentation - Acquisition (Details) - Block 21 [Member] $ in Millions | 1 Months Ended |
Dec. 31, 2019USD ($)ft²item | |
Business Acquisition [Line Items] | |
Purchase price | $ | $ 275 |
Liabilities assumed | $ | 141 |
Nonrefundable deposit | $ | $ 15 |
ACL Live at Moody Theater [Member] | |
Business Acquisition [Line Items] | |
Seat capacity | item | 2,750 |
W Austin Hotel [Member] | |
Business Acquisition [Line Items] | |
Number of hotel rooms | item | 251 |
Three TEN at ACL Live club [Member] | |
Business Acquisition [Line Items] | |
Seat capacity | item | 350 |
Class A Commercial Space [Member] | |
Business Acquisition [Line Items] | |
Net rentable area, commercial space | ft² | 53,000 |
Basis of Presentation - Covid 1
Basis of Presentation - Covid 19 (Details) $ / shares in Units, $ in Thousands | Mar. 17, 2020USD ($) | Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | Apr. 23, 2020$ / shares | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||
Number of weeks employee severance compensation paid | item | 1 | ||||
Amounts drawn | $ 400,000 | $ 10,000 | |||
Cash and cash equivalents - unrestricted | 662,156 | $ 94,873 | $ 362,430 | ||
Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Amounts drawn | $ 400,000 | ||||
Maximum borrowing capacity | 700,000 | ||||
Remaining borrowing capacity | $ 299,100 | ||||
Subsequent event | |||||
Debt Instrument [Line Items] | |||||
Dividends permitted amount per quarter | $ / shares | $ 0.01 | ||||
Subsequent event | Sixth Amended And Restated Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Dividends permitted amount per quarter | $ / shares | $ 0.01 |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 313,030 | $ 370,775 |
Rooms [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 106,128 | 132,212 |
Hotel Group Rooms [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 82,711 | 102,692 |
Hotel Transient Rooms [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 23,417 | 29,520 |
Food and Beverage [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 145,750 | 171,143 |
Hotel Food And Beverage Banquets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 108,170 | 126,196 |
Hotel Food And Beverage Outlets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 37,580 | 44,947 |
Hotel, Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 33,793 | 34,155 |
Entertainment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 27,359 | 33,265 |
Entertainment Admissions And Ticketing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 10,281 | 13,623 |
Entertainment Food And Beverage [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 10,027 | 12,039 |
Entertainment Retail And Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 7,051 | $ 7,603 |
Revenues - Hospitality Segment
Revenues - Hospitality Segment Revenues Disaggregated by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 313,030 | $ 370,775 |
Hospitality [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 285,671 | 337,510 |
Hospitality [Member] | Gaylord Opryland [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 76,127 | 88,958 |
Hospitality [Member] | Gaylord Palms [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 45,375 | 59,917 |
Hospitality [Member] | Gaylord Texan [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 55,996 | 72,039 |
Hospitality [Member] | Gaylord National [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 49,394 | 65,630 |
Hospitality [Member] | Gaylord Rockies [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 54,598 | 45,243 |
Hospitality [Member] | AC Hotel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,849 | 2,435 |
Hospitality [Member] | Inn at Opryland [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 2,332 | $ 3,288 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenues | $ 77.7 | $ 76.7 |
Change in Contract with Customer, Liability [Abstract] | ||
Revenue recognized | $ 43.3 |
Income Per Share (Details)
Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Weighted average shares outstanding - basic (in shares) | 54,911 | 51,349 |
Effect of dilutive stock-based compensation (in shares) | 215 | |
Effect of dilutive put rights (in shares) | 385 | |
Net income available to common stockholders - assuming dilution (in shares) | 54,911 | 51,949 |
Income Per Share - Additional I
Income Per Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Stock-based compensation | |
INCOME PER SHARE | |
Anti dilutive securities excluded from EPS computation | 141,000 |
Put rights | |
INCOME PER SHARE | |
Anti dilutive securities excluded from EPS computation | 538,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Summary of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ 644,729 | |
Other Comprehensive Income (Loss), Net of Tax | (37,437) | $ 109 |
Ending balance | 560,021 | |
ASU 2016-13 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Tax benefit and Translation adjustment related to adoption of ASU | (3,185) | |
Interest Rate Derivatives [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | 1,634 | |
Losses (gains) arising during period | (35,947) | |
Amounts reclassified from accumulated other comprehensive loss | (452) | |
Net other comprehensive income | (36,399) | |
Ending balance | (34,765) | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (23,916) | (21,814) |
Losses (gains) arising during period | (1,107) | |
Amounts reclassified from accumulated other comprehensive loss | 17 | 20 |
Income tax benefit | (6) | |
Net other comprehensive income | (1,090) | 26 |
Ending balance | (25,006) | (24,495) |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ASU 2018-02 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Tax benefit and Translation adjustment related to adoption of ASU | (2,707) | |
Accumulated Other-than-Temporary Impairment Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (5,877) | (6,210) |
Amounts reclassified from accumulated other comprehensive loss | 52 | 83 |
Net other comprehensive income | 52 | 83 |
Ending balance | (3,667) | (6,127) |
Accumulated Other-than-Temporary Impairment Attributable to Parent [Member] | ASU 2016-13 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Tax benefit and Translation adjustment related to adoption of ASU | 2,158 | |
AOCI Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (28,159) | (28,024) |
Losses (gains) arising during period | (37,054) | |
Amounts reclassified from accumulated other comprehensive loss | (383) | 103 |
Income tax benefit | (6) | |
Net other comprehensive income | (37,437) | 109 |
Other Comprehensive Income (Loss), Net of Tax | (37,437) | 109 |
Ending balance | (63,438) | (30,622) |
AOCI Attributable to Parent [Member] | ASU 2016-13 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Tax benefit and Translation adjustment related to adoption of ASU | $ 2,158 | |
AOCI Attributable to Parent [Member] | ASU 2018-02 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Tax benefit and Translation adjustment related to adoption of ASU | $ (2,707) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Right-of-use finance lease assets | $ 1,613 | $ 1,613 |
Property and equipment, gross | 4,866,940 | 4,834,537 |
Accumulated depreciation | (1,736,963) | (1,704,285) |
Property and equipment, net | 3,129,977 | 3,130,252 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 350,993 | 349,024 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,441,389 | 3,432,136 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 969,130 | 968,858 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 103,815 | $ 82,906 |
Notes Receivable - General Info
Notes Receivable - General Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Aggregate carrying values | $ 99,900 | $ 110,135 | |
Retained earnings | (545,104) | (495,514) | |
Credit loss | $ 5,828 | ||
ASU 2016-13 [Member] | Restatement Adjustment [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Retained earnings | $ (5,300) | ||
Bonds A Series [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Maturity date of notes receivable | Jul. 1, 2034 | ||
Bonds B Series [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Maturity date of notes receivable | Sep. 1, 2037 | ||
Credit loss | $ 5,828 | ||
Bonds B Series [Member] | ASU 2016-13 [Member] | Restatement Adjustment [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Retained earnings | $ (5,200) | ||
Bonds A and B Series [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Aggregate carrying values | 99,900 | 110,100 | |
Credit loss reserve | $ 11,000 | $ 0 |
Notes Receivable - Interest Inc
Notes Receivable - Interest Income and Payments Received (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income | $ 2,371 | $ 2,908 | |
Notes Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income | 1,500 | 2,600 | |
Payment received relating to notes receivables | 2,900 | $ 3,000 | |
Bonds A and B Series [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accrued interest receivable | $ 39,000 | $ 38,200 |
Debt - Debt and Capital Lease O
Debt - Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 1,249 | $ 1,308 |
Total debt | 2,951,888 | 2,559,968 |
Line of Credit [Member] | $700 Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 391,874 | |
Secured Debt [Member] | $200 Million Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 297,630 | 297,522 |
Secured Debt [Member] | $500 Million Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 380,732 | 381,749 |
Secured Debt [Member] | $800M Term Loan (Gaylord Rockies JV) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 792,517 | 791,985 |
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 397,008 | 396,778 |
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 690,900 | |
Senior Notes [Member] | $500 Million 4.75% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 690,878 | $ 690,626 |
Debt - Summary of Debt and Capi
Debt - Summary of Debt and Capital Lease Obligations - General Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
$400 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 400,000,000 | |
$800M Term Loan (Gaylord Rockies JV) [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Spread rate (as a percent) | 2.50% | |
Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 700,000,000 | |
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 700,000,000 | |
Credit facility, maturity date | Mar. 31, 2024 | |
Unamortized deferred financing costs | $ 8,126,000 | $ 0 |
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Spread rate (as a percent) | 1.55% | |
Secured Debt [Member] | $200 Million Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, maturity date | May 31, 2025 | |
Unamortized deferred financing costs | $ 2,370,000 | 2,478,000 |
Secured Debt [Member] | $200 Million Term Loan A [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Spread rate (as a percent) | 1.50% | |
Secured Debt [Member] | $300 Million Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 300,000,000 | 300,000,000 |
Secured Debt [Member] | $500 Million Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 500,000,000 | 500,000,000 |
Credit facility, maturity date | May 11, 2024 | |
Unamortized deferred financing costs | $ 4,268,000 | $ 4,501,000 |
Percentage of amortization of original principal balance (as a percent) | 1.00% | 1.00% |
Secured Debt [Member] | $500 Million Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Spread rate (as a percent) | 2.00% | |
Secured Debt [Member] | $800M Term Loan (Gaylord Rockies JV) [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 800,000,000 | $ 800,000,000 |
Debt instrument, maturity date | Jul. 2, 2023 | |
Unamortized deferred financing costs | $ 7,483,000 | 8,015,000 |
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 400,000,000 | 400,000,000 |
Stated interest rate (as a percent) | 5.00% | |
Debt instrument, maturity date | Apr. 15, 2023 | |
Unamortized deferred financing costs | $ 2,992,000 | 3,222,000 |
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 700,000,000 | 700,000,000 |
Stated interest rate (as a percent) | 4.75% | |
Unamortized premium | $ 2,367,000 | 2,434,000 |
Senior Notes [Member] | $500 Million 4.75% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 4.75% | |
Debt instrument, maturity date | Oct. 15, 2027 | |
Unamortized deferred financing costs | $ 11,489,000 | $ 11,808,000 |
Debt - $800 Million Term Loan (
Debt - $800 Million Term Loan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||
Purchase price | $ 3,090 | $ 102 |
Gaylord Rockies [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of guarantee repayment of principal debt | 10.00% | |
Equity interest (as a percent) | 62.10% | |
$800M Term Loan (Gaylord Rockies JV) [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Spread rate (as a percent) | 2.50% | |
$700 Million Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 700,000 | |
Line of Credit [Member] | $700 Million Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 700,000 | |
Line of Credit [Member] | $700 Million Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Spread rate (as a percent) | 1.55% |
Debt - Derivative Financial Ins
Debt - Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Interest expense | $ 29,358,000 | $ 32,087,000 | |
Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in OCI on Derivative | (35,947,000) | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | (452,000) | ||
Derivatives in Cash Flow Hedging | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Estimated reclassification from AOCI to interest expenses | 13,600,000 | ||
Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fair value of derivative liability | 35,700,000 | ||
Termination value in case of breach of provisions | 35,700,000 | ||
Interest rate swaps | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Estimated Fair Value Asset (Liability) Balance | (34,765,000) | $ 1,634,000 | |
Amount of Gain (Loss) Recognized in OCI on Derivative | (35,947,000) | ||
Interest rate swaps | Derivatives in Cash Flow Hedging | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | $ (452,000) | ||
Gaylord Rockies [Member] | Interest rate swaps | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.65% | ||
Derivative, maturity date | Aug. 1, 2022 | ||
Notional amount | $ 800,000,000 | ||
Estimated Fair Value Asset (Liability) Balance | $ (24,887,000) | (2,174,000) | |
Term Loan B | Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, maturity date | May 11, 2023 | ||
Term Loan B | Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.2235% | ||
Notional amount | $ 87,500,000 | ||
Estimated Fair Value Asset (Liability) Balance | $ (2,464,000) | 959,000 | |
Term Loan B | Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, maturity date | May 11, 2023 | ||
Term Loan B | Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.2235% | ||
Notional amount | $ 87,500,000 | ||
Estimated Fair Value Asset (Liability) Balance | $ (2,464,000) | 959,000 | |
Term Loan B | Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, maturity date | May 11, 2023 | ||
Term Loan B | Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.2235% | ||
Notional amount | $ 87,500,000 | ||
Estimated Fair Value Asset (Liability) Balance | $ (2,464,000) | 956,000 | |
Term Loan B | Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, maturity date | May 11, 2023 | ||
Term Loan B | Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.2315% | ||
Notional amount | $ 87,500,000 | ||
Estimated Fair Value Asset (Liability) Balance | (2,486,000) | 934,000 | |
$500 Million Term Loan B [Member] | Secured Debt [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Face amount | 500,000,000 | 500,000,000 | |
$800M Term Loan (Gaylord Rockies JV) [Member] | Secured Debt [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Face amount | $ 800,000,000 | $ 800,000,000 |
Deferred Management Rights Pr_2
Deferred Management Rights Proceeds (Details) - USD ($) $ in Millions | Oct. 01, 2012 | Mar. 31, 2020 |
Deferred Management Rights Proceeds | ||
Sales price of management rights and intellectual property | $ 210 | |
Purchase price to the Management Rights | $ 190 | |
Term of management rights for income amortization | 65 years |
Leases (Details)
Leases (Details) | 3 Months Ended |
Mar. 31, 2020a | |
Ole Red [Member] | Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of lease | 5 years |
Operating lease, renewal term | 5 years |
Ole Red [Member] | Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of lease | 10 years |
Operating lease, renewal term | 55 years |
Land in Osceola County, Florida [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of leased property | 65.3 |
Lease expiration year | 2074 |
Expiration date of lease under extension | Jan. 31, 2101 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases | ||
Operating lease cost | $ 3,287 | $ 3,346 |
Finance lease cost: | ||
Amortization of right-of-use assets | 37 | 41 |
Interest on lease liabilities | 13 | 17 |
Net lease cost | $ 3,337 | $ 3,404 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Lease Liabilities, Payments Due [Abstract] | ||
Year 1 | $ 6,417 | |
Year 2 | 6,147 | |
Year 3 | 6,039 | |
Year 4 | 6,006 | |
Year 5 | 5,827 | |
Years thereafter | 572,754 | |
Total future minimum lease payments | 603,190 | |
Less amount representing interest | (496,265) | |
Total present value of minimum payments | 106,925 | $ 106,331 |
Finance Lease Liabilities, Payments, Due [Abstract] | ||
Year 1 | 260 | |
Year 2 | 255 | |
Year 3 | 232 | |
Year 4 | 153 | |
Year 5 | 46 | |
Years thereafter | 602 | |
Total future minimum lease payments | 1,548 | |
Less amount representing interest | (299) | |
Total present value of minimum payments | $ 1,249 | $ 1,308 |
Leases - Discount Rate (Details
Leases - Discount Rate (Details) | Mar. 31, 2020 |
Weighted-average remaining lease term (years): | |
Operating leases | 50 years 4 months 24 days |
Finance leases | 10 years 1 month 6 days |
Operating leases | 6.80% |
Finance leases | 4.00% |
Stock Plans - Restricted Stock
Stock Plans - Restricted Stock Units - Weighted-Average Grant Date Fair Value of Units Granted (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Restricted stock award granted by Company (in shares) | 0.1 | |
Weighted-average grant-date fair value of restricted stock awards granted (in dollars per share) | $ 92.31 | |
Restricted stock award, outstanding (in shares) | 0.4 | 0.3 |
Stock Plans - Compensation Expe
Stock Plans - Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock Plans | ||
Compensation cost on stock-based compensation plans | $ 2.2 | $ 2 |
Pension and Postretirement Be_3
Pension and Postretirement Benefits Other Than Pension Plans - Net Periodic Benefit Cost (Credit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Pension Plan [Member] | Qualified Plan [Member] | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Interest cost | $ 676 | $ 878 |
Expected return on plan assets | (1,055) | (944) |
Amortization of net actuarial loss | 282 | 287 |
Total net periodic benefit cost (credit) | (97) | 221 |
Postretirement Health Coverage [Member] | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Interest cost | 17 | 25 |
Amortization of net actuarial loss | 63 | 61 |
Amortization of prior service credit | (328) | (328) |
Total net periodic benefit cost (credit) | $ (248) | $ (242) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Provision for income taxes | $ 26,799 | $ 1,974 | |
Valuation allowance | 26,700 | ||
Current Income Tax Expense (Benefit) | 100 | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Capital contribution | $ 3,090 | $ 102 | |
New Country Ventures [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest (as a percent) | 50.00% | ||
Capital contribution | $ 7,000 | ||
Additional possible contribution | $ 8,000 | ||
Circle [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest (as a percent) | 50.00% |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Apr. 23, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Dividend amount for current period (in dollars per share) | $ 0.95 | $ 0.90 | |
Aggregated dividend paid | $ 52.2 | ||
Dividend payable date declared | Feb. 25, 2020 | ||
Common stock Dividend Payable Date | Apr. 15, 2020 | ||
Dividend payable date of record | Mar. 31, 2020 | ||
Subsequent event | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Dividends permitted amount per quarter | $ 0.01 | ||
Subsequent event | Sixth Amended And Restated Credit Agreement [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Dividends permitted amount per quarter | $ 0.01 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan investments | $ 25,940 | $ 29,174 | |
Total assets measured at fair value | 25,940 | 32,982 | |
Total liabilities measured at fair value | 34,765 | 2,174 | |
Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | $ 3,808 | ||
Total liabilities measured at fair value | 34,765 | 2,174 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan investments | 25,940 | 29,174 | |
Total assets measured at fair value | 25,940 | 29,174 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | 3,808 | ||
Total liabilities measured at fair value | 34,765 | $ 2,174 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | 3,808 | ||
Total liabilities measured at fair value | $ 34,765 | $ 2,174 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
$400 Million 5% Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Face amount | $ 400,000,000 | |
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Face amount | $ 400,000,000 | $ 400,000,000 |
Stated interest rate (as a percent) | 5.00% | |
Debt amount | $ 397,008,000 | 396,778,000 |
Fair value of notes | 316,100,000 | |
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Face amount | $ 700,000,000 | $ 700,000,000 |
Stated interest rate (as a percent) | 4.75% | |
Debt amount | $ 690,900,000 | |
Fair value of notes | $ 524,000,000 |
Financial Reporting By Busine_3
Financial Reporting By Business Segments - General Information (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of business segments | 3 |
Financial Reporting By Busine_4
Financial Reporting By Business Segments - Internal Financial Reports (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenues | $ 313,030 | $ 370,775 |
Depreciation and amortization | 53,345 | 53,009 |
Preopening costs | (801) | (2,134) |
Gain on sale of assets | 1,261 | |
Credit loss on held-to-maturity securities | (5,828) | |
Operating income | 4,750 | 53,964 |
Interest expense | (29,358) | (32,087) |
Interest income | 2,371 | 2,908 |
Loss from unconsolidated joint ventures | (1,895) | |
Income (loss) before income taxes | (23,937) | 24,644 |
Hospitality [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenues | 285,671 | 337,510 |
Depreciation and amortization | 49,769 | 50,133 |
Preopening costs | (100) | (700) |
Operating income | 23,817 | 60,354 |
Entertainment [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenues | 27,359 | 33,265 |
Depreciation and amortization | 3,105 | 2,479 |
Preopening costs | (700) | (1,400) |
Operating income | (5,092) | 5,145 |
Corporate and Other [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Depreciation and amortization | 471 | 397 |
Operating income | (8,607) | (9,401) |
Notes Receivable [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Interest income | 1,500 | $ 2,600 |
Bonds B Series [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Credit loss on held-to-maturity securities | $ (5,828) |
Financial Reporting By Busine_5
Financial Reporting By Business Segments - Identifiable Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Preopening costs | $ 801 | $ 2,134 | |
Identifiable assets | 4,344,802 | $ 4,088,468 | |
Hospitality [Member] | |||
Segment Reporting Information [Line Items] | |||
Preopening costs | 100 | 700 | |
Identifiable assets | 3,462,739 | 3,494,084 | |
Entertainment [Member] | |||
Segment Reporting Information [Line Items] | |||
Preopening costs | 700 | $ 1,400 | |
Identifiable assets | 192,696 | 181,036 | |
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Identifiable assets | $ 689,367 | $ 413,348 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | |
Sixth Amended And Restated Credit Agreement [Member] | |||
Subsequent Events | |||
Minimum liquidity maintenance | $ 100 | ||
Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | |||
Subsequent Events | |||
Remaining borrowing capacity | $ 299.1 | ||
Line of Credit [Member] | Revolving Credit Facility [Member] | Sixth Amended And Restated Credit Agreement [Member] | Subsequent event | $700 Million Revolving Credit Facility [Member] | |||
Subsequent Events | |||
Remaining borrowing capacity | $ 300 | ||
Secured Debt [Member] | $800M Term Loan (Gaylord Rockies JV) [Member] | |||
Subsequent Events | |||
Face amount | $ 800 | $ 800 | |
Debt instrument, maturity date | Jul. 2, 2023 |
Information Concerning Guaran_3
Information Concerning Guarantor and Non-Guarantor Subsidiaries - General Information (Details) | 3 Months Ended | |
Mar. 31, 2020USD ($)entity | Dec. 31, 2019USD ($) | |
Condensed Financial Statements, Captions [Line Items] | ||
Number of wholly-owned subsidiaries | entity | 4 | |
Ownership percentage in subsidiaries (as a percent) | 100.00% | |
$400 Million 5% Senior Notes [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Face amount | $ 400,000,000 | |
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Face amount | $ 400,000,000 | $ 400,000,000 |
Stated interest rate (as a percent) | 5.00% | |
Senior Notes [Member] | $700 Million 4.75% Senior Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Face amount | $ 700,000,000 | |
Stated interest rate (as a percent) | 4.75% |
Information Concerning Guaran_4
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
ASSETS: | |||
Property and equipment, net of accumulated depreciation | $ 3,129,977 | $ 3,130,252 | |
Cash and cash equivalents - unrestricted (including $22,072 and $33,772 from VIEs, respectively) | 662,156 | 362,430 | $ 94,873 |
Cash and cash equivalents - restricted | 64,501 | 57,966 | $ 51,943 |
Notes receivable | 99,900 | 110,135 | |
Trade receivables, less allowance | 78,952 | 70,768 | |
Deferred income tax assets, net | 25,959 | ||
Prepaid expenses and other assets | 112,236 | 123,845 | |
Intangible assets | 197,080 | 207,113 | |
Total assets | 4,344,802 | 4,088,468 | |
LIABILITIES AND EQUITY: | |||
Debt and finance lease obligations | 2,951,888 | 2,559,968 | |
Accounts payable and accrued liabilities | 240,313 | 264,915 | |
Dividends payable | 53,037 | 50,711 | |
Deferred management rights proceeds | 174,558 | 175,332 | |
Operating lease liabilities | 106,925 | 106,331 | |
Deferred income tax liabilities, net | 600 | ||
Other liabilities (including $24,887 and $2,174 from VIEs, respectively) | 94,434 | 64,971 | |
Total liabilities | 3,621,755 | 3,222,228 | |
Commitments and contingencies | |||
Noncontrolling interest in consolidated joint venture | 163,026 | 221,511 | |
Stockholders' equity: | |||
Preferred stock | |||
Common stock | 550 | 549 | |
Additional paid-in-capital | 1,185,885 | 1,185,168 | |
Treasury stock | (17,872) | (17,315) | |
Accumulated deficit | (545,104) | (495,514) | |
Accumulated other comprehensive loss | (63,438) | (28,159) | |
Total stockholders' equity | 560,021 | 644,729 | |
Total liabilities and equity | 4,344,802 | 4,088,468 | |
Reportable Legal Entities [Member] | Parent Company [Member] | |||
ASSETS: | |||
Cash and cash equivalents - unrestricted (including $22,072 and $33,772 from VIEs, respectively) | 22 | 29 | |
Investments | 953,898 | 1,050,955 | |
Total assets | 953,920 | 1,050,984 | |
LIABILITIES AND EQUITY: | |||
Accounts payable and accrued liabilities | 62 | 50 | |
Dividends payable | 53,037 | 50,711 | |
Intercompany payables, net | 340,800 | 355,494 | |
Total liabilities | 393,899 | 406,255 | |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock | |||
Common stock | 550 | 549 | |
Additional paid-in-capital | 1,185,885 | 1,185,168 | |
Treasury stock | (17,872) | (17,315) | |
Accumulated deficit | (545,104) | (495,514) | |
Accumulated other comprehensive loss | (63,438) | (28,159) | |
Total stockholders' equity | 560,021 | 644,729 | |
Total liabilities and equity | 953,920 | 1,050,984 | |
Reportable Legal Entities [Member] | Subsidiary Issuer [Member] | |||
ASSETS: | |||
Cash and cash equivalents - unrestricted (including $22,072 and $33,772 from VIEs, respectively) | 583,352 | 200,534 | |
Prepaid expenses and other assets | 58 | 12,390 | |
Investments | 2,949,445 | 2,949,445 | |
Total assets | 3,532,855 | 3,162,369 | |
LIABILITIES AND EQUITY: | |||
Debt and finance lease obligations | 2,158,122 | 1,766,675 | |
Accounts payable and accrued liabilities | 27,401 | 13,738 | |
Other liabilities (including $24,887 and $2,174 from VIEs, respectively) | 9,878 | ||
Intercompany payables, net | 1,553,804 | 1,514,770 | |
Total liabilities | 3,749,205 | 3,295,183 | |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock | |||
Common stock | 1 | 1 | |
Additional paid-in-capital | 266,031 | 315,680 | |
Accumulated deficit | (472,504) | (452,303) | |
Accumulated other comprehensive loss | (9,878) | 3,808 | |
Total stockholders' equity | (216,350) | (132,814) | |
Total liabilities and equity | 3,532,855 | 3,162,369 | |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||
ASSETS: | |||
Property and equipment, net of accumulated depreciation | 1,641,355 | 1,632,744 | |
Cash and cash equivalents - unrestricted (including $22,072 and $33,772 from VIEs, respectively) | 48 | 3 | |
Deferred income tax assets, net | (413) | ||
Prepaid expenses and other assets | 26 | 3 | |
Intercompany receivables, net | 2,142,311 | 2,113,481 | |
Investments | 708,341 | 708,588 | |
Total assets | 4,492,081 | 4,454,406 | |
LIABILITIES AND EQUITY: | |||
Accounts payable and accrued liabilities | 9,247 | 6,996 | |
Operating lease liabilities | 105,877 | 104,742 | |
Deferred income tax liabilities, net | 413 | ||
Total liabilities | 115,537 | 111,738 | |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock | |||
Common stock | 1 | 1 | |
Additional paid-in-capital | 2,894,831 | 2,894,830 | |
Accumulated deficit | 1,481,712 | 1,447,837 | |
Total stockholders' equity | 4,376,544 | 4,342,668 | |
Total liabilities and equity | 4,492,081 | 4,454,406 | |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | |||
ASSETS: | |||
Property and equipment, net of accumulated depreciation | 1,488,622 | 1,497,508 | |
Cash and cash equivalents - unrestricted (including $22,072 and $33,772 from VIEs, respectively) | 78,734 | 161,864 | |
Cash and cash equivalents - restricted | 64,501 | 57,966 | |
Notes receivable | 99,900 | 110,135 | |
Trade receivables, less allowance | 78,952 | 70,768 | |
Deferred income tax assets, net | 26,372 | ||
Prepaid expenses and other assets | 126,170 | 118,301 | |
Intangible assets | 197,080 | 207,113 | |
Investments | 2,040,163 | 2,077,984 | |
Total assets | 4,174,122 | 4,328,011 | |
LIABILITIES AND EQUITY: | |||
Debt and finance lease obligations | 793,766 | 793,293 | |
Accounts payable and accrued liabilities | 210,829 | 244,734 | |
Deferred management rights proceeds | 174,558 | 175,332 | |
Operating lease liabilities | 7,840 | 7,835 | |
Deferred income tax liabilities, net | 187 | ||
Other liabilities (including $24,887 and $2,174 from VIEs, respectively) | 84,556 | 64,971 | |
Intercompany payables, net | 247,707 | 243,217 | |
Total liabilities | 1,519,443 | 1,529,382 | |
Commitments and contingencies | |||
Noncontrolling interest in consolidated joint venture | 163,026 | 221,511 | |
Stockholders' equity: | |||
Preferred stock | |||
Common stock | 2,387 | 2,387 | |
Additional paid-in-capital | 2,843,451 | 2,843,450 | |
Accumulated deficit | (300,625) | (236,752) | |
Accumulated other comprehensive loss | (53,560) | (31,967) | |
Total stockholders' equity | 2,491,653 | 2,577,118 | |
Total liabilities and equity | 4,174,122 | 4,328,011 | |
Consolidation, Eliminations [Member] | |||
ASSETS: | |||
Prepaid expenses and other assets | (14,018) | (6,849) | |
Intercompany receivables, net | (2,142,311) | (2,113,481) | |
Investments | (6,651,847) | (6,786,972) | |
Total assets | (8,808,176) | (8,907,302) | |
LIABILITIES AND EQUITY: | |||
Accounts payable and accrued liabilities | (7,226) | (603) | |
Operating lease liabilities | (6,792) | (6,246) | |
Intercompany payables, net | (2,142,311) | (2,113,481) | |
Total liabilities | (2,156,329) | (2,120,330) | |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock | |||
Common stock | (2,389) | (2,389) | |
Additional paid-in-capital | (6,004,313) | (6,053,960) | |
Accumulated deficit | (708,583) | (758,782) | |
Accumulated other comprehensive loss | 63,438 | 28,159 | |
Total stockholders' equity | (6,651,847) | (6,786,972) | |
Total liabilities and equity | $ (8,808,176) | $ (8,907,302) |
Information Concerning Guaran_5
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 313,030 | $ 370,775 |
Operating expenses: | ||
Total hotel operating expenses | 212,085 | 227,023 |
Corporate | 8,136 | 9,004 |
Preopening costs | 801 | 2,134 |
Gain on sale of assets | (1,261) | |
Credit loss on held-to-maturity securities | 5,828 | |
Depreciation and amortization | 53,345 | 53,009 |
Total operating expenses | 308,280 | 316,811 |
Operating income | 4,750 | 53,964 |
Interest expense | (29,358) | (32,087) |
Interest income | 2,371 | 2,908 |
Loss from unconsolidated joint ventures | (1,895) | |
Other gains and (losses), net | 195 | (141) |
Income (loss) before income taxes | (23,937) | 24,644 |
Provision for income taxes | (26,799) | (1,974) |
Net income (loss) | (50,736) | 22,670 |
Comprehensive income (loss), net of taxes | (88,173) | 22,779 |
Net income (loss) | (46,516) | 29,408 |
Comprehensive income (loss) | (75,344) | 29,517 |
Rooms [Member] | ||
Revenues: | ||
Total revenues | 106,128 | 132,212 |
Operating expenses: | ||
Total hotel operating expenses | 32,308 | 34,969 |
Food and Beverage [Member] | ||
Revenues: | ||
Total revenues | 145,750 | 171,143 |
Operating expenses: | ||
Total hotel operating expenses | 83,811 | 91,359 |
Hotel, Other [Member] | ||
Revenues: | ||
Total revenues | 33,793 | 34,155 |
Operating expenses: | ||
Total hotel operating expenses | 90,474 | 90,939 |
Management Fees [Member] | ||
Operating expenses: | ||
Total hotel operating expenses | 5,492 | 9,756 |
Entertainment [Member] | ||
Revenues: | ||
Total revenues | 27,359 | 33,265 |
Operating expenses: | ||
Total hotel operating expenses | 29,346 | 25,641 |
Reportable Legal Entities [Member] | Parent Company [Member] | ||
Operating expenses: | ||
Corporate | 63 | 63 |
Corporate overhead allocation | 979 | 997 |
Total operating expenses | 1,042 | 1,060 |
Operating income | (1,042) | (1,060) |
Income (loss) before income taxes | (1,042) | (1,060) |
Equity in subsidiaries' losses, net | (49,694) | 23,730 |
Net income (loss) | (50,736) | 22,670 |
Comprehensive income (loss), net of taxes | (88,173) | 22,779 |
Net income (loss) | (46,516) | 29,408 |
Comprehensive income (loss) | (75,344) | 29,517 |
Reportable Legal Entities [Member] | Subsidiary Issuer [Member] | ||
Operating expenses: | ||
Corporate | 376 | 451 |
Total operating expenses | 376 | 451 |
Operating income | (376) | (451) |
Interest expense | (20,401) | (23,839) |
Interest income | 576 | 8 |
Income (loss) before income taxes | (20,201) | (24,282) |
Net income (loss) | (20,201) | (24,282) |
Comprehensive income (loss), net of taxes | (33,887) | (24,282) |
Net income (loss) | (20,201) | (24,282) |
Comprehensive income (loss) | (33,887) | (24,282) |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||
Revenues: | ||
Total revenues | 64,741 | 80,410 |
Operating expenses: | ||
Total hotel operating expenses | 12,442 | 12,052 |
Corporate | 1 | 1 |
Corporate overhead allocation | 2,107 | 3,058 |
Depreciation and amortization | 16,316 | 16,250 |
Total operating expenses | 30,866 | 31,361 |
Operating income | 33,875 | 49,049 |
Income (loss) before income taxes | 33,875 | 49,049 |
Provision for income taxes | (38) | |
Net income (loss) | 33,875 | 49,011 |
Comprehensive income (loss), net of taxes | 33,875 | 49,011 |
Net income (loss) | 33,875 | 49,011 |
Comprehensive income (loss) | 33,875 | 49,011 |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | Hotel, Other [Member] | ||
Revenues: | ||
Total revenues | 64,741 | 80,410 |
Operating expenses: | ||
Total hotel operating expenses | 12,442 | 12,052 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||
Revenues: | ||
Total revenues | 328,410 | 385,568 |
Operating expenses: | ||
Total hotel operating expenses | 276,678 | 306,066 |
Corporate | 7,696 | 8,489 |
Preopening costs | 801 | 2,134 |
Gain on sale of assets | (1,261) | |
Depreciation and amortization | 37,029 | 36,759 |
Total operating expenses | 356,117 | 379,142 |
Operating income | (27,707) | 6,426 |
Interest expense | (9,008) | (8,354) |
Interest income | 1,846 | 3,006 |
Loss from unconsolidated joint ventures | (1,895) | |
Other gains and (losses), net | 195 | (141) |
Income (loss) before income taxes | (36,569) | 937 |
Provision for income taxes | (26,799) | (1,936) |
Net income (loss) | (63,368) | (999) |
Comprehensive income (loss), net of taxes | (87,119) | (890) |
Net income (loss) | (63,368) | (999) |
Comprehensive income (loss) | (74,290) | (890) |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | Rooms [Member] | ||
Revenues: | ||
Total revenues | 106,128 | 132,212 |
Operating expenses: | ||
Total hotel operating expenses | 32,308 | 34,969 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | Food and Beverage [Member] | ||
Revenues: | ||
Total revenues | 145,750 | 171,143 |
Operating expenses: | ||
Total hotel operating expenses | 83,811 | 91,359 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | Hotel, Other [Member] | ||
Revenues: | ||
Total revenues | 48,634 | 48,424 |
Operating expenses: | ||
Total hotel operating expenses | 155,067 | 169,982 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | Management Fees [Member] | ||
Operating expenses: | ||
Total hotel operating expenses | 5,492 | 9,756 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | Entertainment [Member] | ||
Revenues: | ||
Total revenues | 27,898 | 33,789 |
Operating expenses: | ||
Total hotel operating expenses | 29,346 | 25,694 |
Consolidation, Eliminations [Member] | ||
Revenues: | ||
Total revenues | (80,121) | (95,203) |
Operating expenses: | ||
Total hotel operating expenses | (77,035) | (91,095) |
Corporate overhead allocation | (3,086) | (4,055) |
Total operating expenses | (80,121) | (95,203) |
Interest expense | 51 | 106 |
Interest income | (51) | (106) |
Equity in subsidiaries' losses, net | 49,694 | (23,730) |
Net income (loss) | 49,694 | (23,730) |
Comprehensive income (loss), net of taxes | 87,131 | (23,839) |
Net income (loss) | 49,694 | (23,730) |
Comprehensive income (loss) | 74,302 | (23,839) |
Consolidation, Eliminations [Member] | Hotel, Other [Member] | ||
Revenues: | ||
Total revenues | (79,582) | (94,679) |
Operating expenses: | ||
Total hotel operating expenses | (77,035) | (91,095) |
Consolidation, Eliminations [Member] | Entertainment [Member] | ||
Revenues: | ||
Total revenues | (539) | (524) |
Operating expenses: | ||
Total hotel operating expenses | (53) | |
Notes Receivable [Member] | ||
Operating expenses: | ||
Interest income | 1,500 | $ 2,600 |
Bonds B Series [Member] | ||
Operating expenses: | ||
Credit loss on held-to-maturity securities | 5,828 | |
Bonds B Series [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||
Operating expenses: | ||
Credit loss on held-to-maturity securities | $ 5,828 |
Information Concerning Guaran_6
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net cash provided by (used in) operating activities | $ 4,671 | $ 54,560 |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Purchases of property and equipment | (43,168) | (48,873) |
Investment in other joint ventures | (3,090) | (102) |
Other investing activities | 1,004 | (127) |
Net cash used in investing activities | (45,254) | (49,102) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Net borrowings under revolving credit facility | 400,000 | 10,000 |
Deferred financing costs paid | (106) | |
Payment of dividends | (50,078) | (44,420) |
Payment of tax withholdings for share-based compensation | (1,631) | (3,813) |
Other financing activities | (91) | 1,605 |
Net cash flows used in financing activities | 346,844 | (7,731) |
Net change in cash, cash equivalents, and restricted cash | 306,261 | (2,273) |
Cash, cash equivalents, and restricted cash, beginning of period | 420,396 | 149,089 |
Cash, cash equivalents, and restricted cash, end of period | 726,657 | 146,816 |
Gaylord Rockies [Member] | ||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Borrowings under term loan | 28,897 | |
Term Loan B | ||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Repayments under term loan B | (1,250) | |
Reportable Legal Entities [Member] | Parent Company [Member] | ||
Cash Flows from Operating Activities: | ||
Net cash provided by (used in) operating activities | 51,733 | 48,198 |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Payment of dividends | (50,078) | (44,420) |
Payment of tax withholdings for share-based compensation | (1,631) | (3,813) |
Other financing activities | (31) | |
Net cash flows used in financing activities | (51,740) | (48,233) |
Net change in cash, cash equivalents, and restricted cash | (7) | (35) |
Cash, cash equivalents, and restricted cash, beginning of period | 29 | 81 |
Cash, cash equivalents, and restricted cash, end of period | 22 | 46 |
Reportable Legal Entities [Member] | Subsidiary Issuer [Member] | ||
Cash Flows from Operating Activities: | ||
Net cash provided by (used in) operating activities | (15,826) | (8,415) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Net borrowings under revolving credit facility | 400,000 | 10,000 |
Deferred financing costs paid | (106) | |
Net cash flows used in financing activities | 398,644 | 10,000 |
Net change in cash, cash equivalents, and restricted cash | 382,818 | 1,585 |
Cash, cash equivalents, and restricted cash, beginning of period | 200,534 | 657 |
Cash, cash equivalents, and restricted cash, end of period | 583,352 | 2,242 |
Reportable Legal Entities [Member] | Subsidiary Issuer [Member] | Term Loan B | ||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Repayments under term loan B | (1,250) | |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||
Cash Flows from Operating Activities: | ||
Net cash provided by (used in) operating activities | 23,063 | 7,077 |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Purchases of property and equipment | (23,018) | (7,083) |
Net cash used in investing activities | (23,018) | (7,083) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Net change in cash, cash equivalents, and restricted cash | 45 | (6) |
Cash, cash equivalents, and restricted cash, beginning of period | 3 | 54 |
Cash, cash equivalents, and restricted cash, end of period | 48 | 48 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||
Cash Flows from Operating Activities: | ||
Net cash provided by (used in) operating activities | (54,299) | 7,700 |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Purchases of property and equipment | (20,150) | (41,790) |
Investment in other joint ventures | (3,090) | (102) |
Other investing activities | 1,004 | (127) |
Net cash used in investing activities | (22,236) | (42,019) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Other financing activities | (60) | 1,605 |
Net cash flows used in financing activities | (60) | 30,502 |
Net change in cash, cash equivalents, and restricted cash | (76,595) | (3,817) |
Cash, cash equivalents, and restricted cash, beginning of period | 219,830 | 148,297 |
Cash, cash equivalents, and restricted cash, end of period | $ 143,235 | 144,480 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | Gaylord Rockies [Member] | ||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Borrowings under term loan | $ 28,897 |