Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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, par value $.01 | |
Trading Symbol | RHP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,900,031 | |
Entity Central Index Key | 0001040829 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
ASSETS: | ||
Property and equipment, net | $ 4,045,466 | $ 3,955,586 |
Cash and cash equivalents - unrestricted | 498,371 | 591,833 |
Cash and cash equivalents - restricted | 51,908 | 108,608 |
Notes receivable, net | 61,892 | 61,760 |
Trade receivables, net | 127,281 | 110,029 |
Deferred income tax assets, net | 71,023 | 81,624 |
Prepaid expenses and other assets | 163,786 | 154,810 |
Intangible assets, net | 120,231 | 124,287 |
Total assets | 5,139,958 | 5,188,537 |
LIABILITIES AND EQUITY: | ||
Debt and finance lease obligations | 3,373,383 | 3,377,028 |
Accounts payable and accrued liabilities | 406,245 | 464,720 |
Distributions payable | 67,734 | 67,932 |
Deferred management rights proceeds | 165,121 | 165,174 |
Operating lease liabilities | 130,411 | 129,122 |
Other liabilities | 68,140 | 66,658 |
Total liabilities | 4,211,034 | 4,270,634 |
Commitments and contingencies | ||
Noncontrolling interest in consolidated joint venture | 362,603 | 345,126 |
Equity: | ||
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding | ||
Common stock, $.01 par value, 400,000 shares authorized, 59,890 and 59,712 shares issued and outstanding, respectively | 599 | 597 |
Additional paid-in capital | 1,483,479 | 1,502,710 |
Treasury stock of 668 and 668 shares, at cost | (21,976) | (20,508) |
Distributions in excess of retained earnings | (881,617) | (894,259) |
Accumulated other comprehensive loss | (17,868) | (19,387) |
Total stockholders' equity | 562,617 | 569,153 |
Noncontrolling interest in Operating Partnership | 3,704 | 3,624 |
Total equity | 566,321 | 572,777 |
Total liabilities and equity | $ 5,139,958 | $ 5,188,537 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred Stock, Number of Shares, Par Value and Other Disclosure [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 Disclosure [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) | 59,900,000 | 59,712,000 |
Common stock, shares outstanding (in shares) | 59,900,000 | 59,712,000 |
Treasury Stock, Value [Abstract] | ||
Treasury stock, shares (in shares) | 681,000 | 668,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Total revenues | $ 613,290 | $ 504,843 | $ 1,141,635 | $ 996,562 |
Operating expenses: | ||||
Total hotel operating expenses | 316,649 | 267,306 | 625,704 | 542,800 |
Entertainment | 59,560 | 57,088 | 112,147 | 108,522 |
Corporate | 9,402 | 9,885 | 21,356 | 20,479 |
Preopening costs | 1,055 | 67 | 2,491 | 257 |
Gain on sale of assets | (270) | |||
Depreciation and amortization | 58,553 | 48,257 | 115,755 | 96,614 |
Total operating expenses | 445,219 | 382,603 | 877,183 | 768,672 |
Operating income | 168,071 | 122,240 | 264,452 | 227,890 |
Interest expense | (56,577) | (49,179) | (117,020) | (91,707) |
Interest income | 7,064 | 5,318 | 14,586 | 7,865 |
Loss on extinguishment of debt | (1,797) | (2,252) | (2,319) | (2,252) |
Income (loss) from unconsolidated joint ventures | 183 | (2,153) | 215 | (4,959) |
Other gains and (losses), net | (4) | (287) | 317 | (523) |
Income before income taxes | 116,940 | 73,687 | 160,231 | 136,314 |
Provision for income taxes | (12,200) | (3,544) | (12,730) | (5,177) |
Net income | 104,740 | 70,143 | 147,501 | 131,137 |
Net income attributable to noncontrolling interest in consolidated joint venture | (3,270) | (3,134) | (2,691) | (2,371) |
Net income attributable to noncontrolling interest in Operating Partnership | (665) | (466) | (949) | (903) |
Net income available to common stockholders | $ 100,805 | $ 66,543 | $ 143,861 | $ 127,863 |
Basic income per share available to common stockholders | $ 1.68 | $ 1.18 | $ 2.41 | $ 2.29 |
Diluted income per share available to common stockholders | $ 1.65 | $ 1.15 | $ 2.31 | $ 2.17 |
Rooms [Member] | ||||
Revenues: | ||||
Total revenues | $ 199,497 | $ 168,492 | $ 373,130 | $ 329,743 |
Operating expenses: | ||||
Total hotel operating expenses | 45,062 | 40,272 | 89,163 | 82,331 |
Food and Beverage [Member] | ||||
Revenues: | ||||
Total revenues | 259,386 | 197,908 | 494,469 | 413,712 |
Operating expenses: | ||||
Total hotel operating expenses | 132,369 | 107,026 | 260,548 | 222,207 |
Hotel, Other [Member] | ||||
Revenues: | ||||
Total revenues | 60,204 | 51,285 | 112,958 | 98,669 |
Operating expenses: | ||||
Total hotel operating expenses | 117,769 | 104,590 | 236,582 | 207,649 |
Management Service [Member] | ||||
Operating expenses: | ||||
Total hotel operating expenses | 21,449 | 15,418 | 39,411 | 30,613 |
Entertainment Segment [Member] | ||||
Revenues: | ||||
Total revenues | $ 94,203 | $ 87,158 | $ 161,078 | $ 154,438 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Comprehensive income, net of taxes | $ 104,851 | $ 67,719 | $ 149,020 | $ 122,421 |
Comprehensive income, net of taxes, available to common stockholders | 100,870 | 63,553 | 145,039 | 118,848 |
Consolidated Joint Venture [Member] | ||||
Comprehensive income, net of taxes, attributable to noncontrolling interest in consolidated joint venture | (3,315) | (3,712) | (3,022) | (2,727) |
Operating Partnership [Member] | ||||
Comprehensive income, net of taxes, attributable to noncontrolling interest in Operating Partnership | $ (666) | $ (454) | $ (959) | $ (846) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net income | $ 147,501 | $ 131,137 |
Amounts to reconcile net income to net cash flows provided by operating activities: | ||
Provision for deferred income taxes | 10,664 | 3,431 |
Depreciation and amortization | 115,755 | 96,614 |
Amortization of deferred financing costs | 5,348 | 5,307 |
(Income) loss from unconsolidated joint ventures | (215) | 4,959 |
Stock-based compensation expense | 7,245 | 7,540 |
Changes in: | ||
Trade receivables | (17,253) | 26,369 |
Accounts payable and accrued liabilities | (75,006) | (66,046) |
Other assets and liabilities | (2,245) | 6,191 |
Net cash flows provided by operating activities | 191,794 | 215,502 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (184,936) | (78,173) |
Collection of notes receivable | 2,143 | |
Other investing activities, net | 37 | (10,004) |
Net cash flows used in investing activities | (184,899) | (885,500) |
Cash Flows from Financing Activities: | ||
Issuance of senior notes | 1,000,000 | 400,000 |
Deferred financing costs paid | (23,062) | (23,679) |
Issuance of common stock, net | 395,444 | |
Payment of distributions | (133,430) | (55,746) |
Payment of tax withholdings for share-based compensation | (12,106) | (4,180) |
Other financing activities, net | (39) | (139) |
Net cash flows provided by (used in) financing activities | (157,057) | 839,577 |
Net change in cash, cash equivalents, and restricted cash | (150,162) | 169,579 |
Cash, cash equivalents, and restricted cash, beginning of period | 700,441 | 444,330 |
Cash, cash equivalents, and restricted cash, end of period | 550,279 | 613,909 |
JW Marriott Hill Country [Member] | ||
Cash Flows from Investing Activities: | ||
Purchase, net of cash acquired | (791,466) | |
$500 Million Term Loan B [Member] | ||
Cash Flows from Financing Activities: | ||
Borrowings under term loan | 18,861 | 500,000 |
Repayments under term loan | (220,849) | (376,250) |
$300 Million OEG Term Loan [Member] | ||
Cash Flows from Financing Activities: | ||
Borrowings under term loan | 299,250 | |
Repayments under term loan | (296,250) | (1,500) |
Block 21 CMBS Loan [Member] | ||
Cash Flows from Financing Activities: | ||
Repayments under loan | (1,432) | (1,373) |
$800M Gaylord Rockies Term Loan [Member] | ||
Cash Flows from Financing Activities: | ||
Repayments under term loan | (800,000) | |
$80M OEG Revolver [Member] | ||
Cash Flows from Financing Activities: | ||
Borrowings under OEG revolving credit facility | 39,000 | 7,000 |
Repayments under OEG revolving credit facility | $ (27,000) | |
Circle [Member] | ||
Cash Flows from Investing Activities: | ||
Investment in Circle | $ (8,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet: | ||||
Cash and cash equivalents - unrestricted | $ 498,371 | $ 591,833 | $ 508,344 | |
Cash and cash equivalents - restricted | 51,908 | 108,608 | 105,565 | |
Cash, cash equivalents, and restricted cash, end of period | $ 550,279 | $ 700,441 | $ 613,909 | $ 444,330 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF 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] | Parent [Member] | Noncontrolling Interest [Member] | Redeemable Noncontrolling Interest In Joint Venture [Member] | Total |
Beginning balance at Dec. 31, 2022 | $ 552 | $ 1,102,733 | $ (18,467) | $ (978,619) | $ (10,923) | $ 95,276 | $ 625 | $ 95,901 | |
Beginning balance at Dec. 31, 2022 | $ 311,857 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 61,320 | 61,320 | 437 | ||||||
Net income (loss) | 61,757 | ||||||||
Net income (loss) | (763) | ||||||||
Adjustment of noncontrolling interest to redemption value | (8,659) | (8,659) | 8,659 | (8,659) | |||||
Other comprehensive income, net of income taxes | (6,292) | (6,292) | (6,292) | ||||||
Dividends and distributions declared | 106 | (41,900) | (41,794) | (296) | (42,090) | ||||
Restricted stock units and stock options surrendered | 1 | (4,080) | (4,079) | (4,079) | |||||
Equity-based compensation expense | 3,739 | 3,739 | 3,739 | ||||||
Ending balance at Mar. 31, 2023 | 553 | 1,093,839 | (18,467) | (959,199) | (17,215) | 99,511 | 766 | 100,277 | |
Ending balance at Mar. 31, 2023 | 319,753 | ||||||||
Beginning balance at Dec. 31, 2022 | 552 | 1,102,733 | (18,467) | (978,619) | (10,923) | 95,276 | 625 | 95,901 | |
Beginning balance at Dec. 31, 2022 | 311,857 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 127,863 | ||||||||
Net income attributable to noncontrolling interest in Operating Partnership | (903) | ||||||||
Ending balance at Jun. 30, 2023 | 597 | 1,488,329 | (18,467) | (952,941) | (19,639) | 497,879 | 837 | 498,716 | |
Ending balance at Jun. 30, 2023 | 327,649 | ||||||||
Beginning balance at Mar. 31, 2023 | 553 | 1,093,839 | (18,467) | (959,199) | (17,215) | 99,511 | 766 | 100,277 | |
Beginning balance at Mar. 31, 2023 | 319,753 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 66,543 | 66,543 | 466 | 66,543 | |||||
Net income (loss) | 67,009 | ||||||||
Net income (loss) | 3,134 | ||||||||
Net income attributable to noncontrolling interest in Operating Partnership | (466) | ||||||||
Adjustment of noncontrolling interest to redemption value | (4,762) | (4,762) | 4,762 | (4,762) | |||||
Other comprehensive income, net of income taxes | (2,424) | (2,424) | (2,424) | ||||||
Issuance of common stock, net | 44 | 395,400 | 395,444 | 395,444 | |||||
Dividends and distributions declared | 154 | (60,285) | (60,131) | (395) | (60,526) | ||||
Restricted stock units and stock options surrendered | (103) | (103) | (103) | ||||||
Equity-based compensation expense | 3,801 | 3,801 | 3,801 | ||||||
Ending balance at Jun. 30, 2023 | 597 | 1,488,329 | (18,467) | (952,941) | (19,639) | 497,879 | 837 | 498,716 | |
Ending balance at Jun. 30, 2023 | 327,649 | ||||||||
Beginning balance at Dec. 31, 2023 | 597 | 1,502,710 | (20,508) | (894,259) | (19,387) | 569,153 | 3,624 | 572,777 | |
Beginning balance at Dec. 31, 2023 | 345,126 | 345,126 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 43,056 | 43,056 | 284 | ||||||
Net income (loss) | 43,340 | ||||||||
Net income (loss) | (579) | ||||||||
Adjustment of noncontrolling interest to redemption value | (9,318) | (9,318) | 9,318 | (9,318) | |||||
Other comprehensive income, net of income taxes | 1,408 | 1,408 | 1,408 | ||||||
Dividends and distributions declared | 161 | (66,335) | (66,174) | (435) | (66,609) | ||||
Restricted stock units and stock options surrendered | 2 | (12,055) | (12,053) | (12,053) | |||||
Equity-based compensation expense | 3,862 | 3,862 | 3,862 | ||||||
Ending balance at Mar. 31, 2024 | 599 | 1,485,360 | (20,508) | (917,538) | (17,979) | 529,934 | 3,473 | 533,407 | |
Ending balance at Mar. 31, 2024 | 353,865 | ||||||||
Beginning balance at Dec. 31, 2023 | 597 | 1,502,710 | (20,508) | (894,259) | (19,387) | 569,153 | 3,624 | 572,777 | |
Beginning balance at Dec. 31, 2023 | 345,126 | 345,126 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 143,861 | ||||||||
Net income attributable to noncontrolling interest in Operating Partnership | (949) | ||||||||
Ending balance at Jun. 30, 2024 | 599 | 1,483,479 | (21,976) | (881,617) | (17,868) | 562,617 | 3,704 | 566,321 | |
Ending balance at Jun. 30, 2024 | 362,603 | 362,603 | |||||||
Beginning balance at Mar. 31, 2024 | 599 | 1,485,360 | (20,508) | (917,538) | (17,979) | 529,934 | 3,473 | 533,407 | |
Beginning balance at Mar. 31, 2024 | 353,865 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 100,805 | 100,805 | 665 | 100,805 | |||||
Net income (loss) | 101,470 | ||||||||
Net income (loss) | 3,270 | ||||||||
Net income attributable to noncontrolling interest in Operating Partnership | (665) | ||||||||
Adjustment of noncontrolling interest to redemption value | (5,468) | (5,468) | 5,468 | (5,468) | |||||
Other comprehensive income, net of income taxes | 111 | 111 | 111 | ||||||
Dividends and distributions declared | 163 | (1,468) | (64,884) | (66,189) | (434) | (66,623) | |||
Restricted stock units and stock options surrendered | 41 | 41 | 41 | ||||||
Equity-based compensation expense | 3,383 | 3,383 | 3,383 | ||||||
Ending balance at Jun. 30, 2024 | $ 599 | $ 1,483,479 | $ (21,976) | $ (881,617) | $ (17,868) | $ 562,617 | $ 3,704 | 566,321 | |
Ending balance at Jun. 30, 2024 | $ 362,603 | $ 362,603 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTEREST (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND NONCONTROLLING INTEREST | ||||
Dividend amount for current period (in dollars per share) | $ 1.10 | $ 1.10 | $ 1 | $ 0.75 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2024 | |
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 five 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”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). The Company’s other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National, and effective June 30, 2023, the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”). The Company also owns a controlling 70% equity interest in OEG Attractions Holdings, LLC, a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which the Company reports as its Entertainment segment. These assets include 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; Category 10, a Luke Combs-themed bar, music venue and event space currently under construction; and Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”). The Company consolidates the assets, liabilities and results of operations of OEG in the accompanying condensed consolidated financial statements. The portion of OEG that the Company does not own is recorded as noncontrolling interest in consolidated joint venture, which is classified as mezzanine equity in the accompanying condensed consolidated balance sheets, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statements of equity and noncontrolling interest. See Note 3, “Income Per Share,” 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, 2023. 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. Newly Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “ Improvements to Reportable Segment Disclosures retrospectively and will be effective for the Company for fiscal year 2024 and for interim periods beginning in fiscal year 2025. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements. In December 2023, the FASB issued ASU No. 2023-09, “ Improvements to Income Tax Disclosures |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2024 | |
REVENUES | |
Revenues | 2. REVENUES: The Company’s revenues disaggregated by major source are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Hotel group rooms $ 145,869 $ 120,334 $ 277,270 $ 240,847 Hotel transient rooms 53,628 48,158 95,860 88,896 Hotel food and beverage - banquets 190,201 138,662 365,651 299,161 Hotel food and beverage - outlets 69,185 59,246 128,818 114,551 Hotel other 60,204 51,285 112,958 98,669 Entertainment admissions/ticketing 34,356 34,103 56,922 56,259 Entertainment food and beverage 34,587 28,641 59,857 52,707 Entertainment retail and other 25,260 24,414 44,299 45,472 Total revenues $ 613,290 $ 504,843 $ 1,141,635 $ 996,562 The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Gaylord Opryland $ 130,352 $ 110,475 $ 234,187 $ 222,281 Gaylord Palms 68,799 73,829 154,262 158,375 Gaylord Texan 83,897 81,479 168,799 167,877 Gaylord National 88,369 77,014 156,643 149,786 Gaylord Rockies 76,836 67,127 140,658 131,174 JW Marriott Hill Country 62,850 — 112,791 — AC Hotel 4,107 3,401 6,929 5,612 Inn at Opryland and other 3,877 4,360 6,288 7,019 Total Hospitality segment revenues $ 519,087 $ 417,685 $ 980,557 $ 842,124 The majority of the Company’s Entertainment segment revenues are concentrated in Nashville, Tennessee; Austin, Texas; and Las Vegas, Nevada. The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms and advanced ticketing at its OEG venues. At June 30, 2024 and December 31, 2023, the Company had $152.5 million and $159.8 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, 2023, approximately $104.7 million was recognized in revenue during the six months ended June 30, 2024. |
INCOME PER SHARE
INCOME PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
INCOME PER SHARE | |
Income Per Share | 3 . INCOME PER SHARE: The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net income available to common stockholders $ 100,805 $ 66,543 $ 143,861 $ 127,863 Net income attributable to noncontrolling interest in consolidated joint venture 3,270 3,134 2,691 2,371 Net income available to common stockholders - if-converted method $ 104,075 $ 69,677 $ 146,552 $ 130,234 Denominator: Weighted average shares outstanding - basic 59,895 56,329 59,817 55,759 Effect of dilutive stock-based compensation 206 232 314 256 Effect of dilutive put rights 3,122 3,928 3,315 3,958 Weighted average shares outstanding - diluted 63,223 60,489 63,446 59,973 Basic income per share available to common stockholders $ 1.68 $ 1.18 $ 2.41 $ 2.29 Diluted income per share available to common stockholders $ 1.65 $ 1.15 $ 2.31 $ 2.17 As more fully discussed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, although currently not exercisable, the minority investor of OEG has certain put rights (the “OEG Put Rights”) to require the Company to purchase the minority investor’s equity interest in OEG, which the Company may pay in cash or Company stock at the Company’s option. The Company calculated potential dilution for the OEG Put Rights based on the if-converted method, which assumes the OEG Put Rights were converted on the first day of the period or the date of issuance and the minority investor’s noncontrolling equity interest was redeemed in exchange for shares of the Company’s common stock. The operating partnership units (“OP Units”) held by the noncontrolling interest holders in RHP Hotel Properties, LP (the “Operating Partnership”) have been excluded from the denominator of the diluted income per share calculation for the three and six months ended June 30, 2024 and 2023 as there would be no effect on the calculation of diluted income per share because the income or loss attributable to the OP Units held by the noncontrolling interest holders would also be added or subtracted to derive net income available to common stockholders. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2024 | |
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 frozen noncontributory defined benefit pension plan, interest rate derivatives designated as cash flow hedges related to the Company’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 2020 with respect to the notes receivable discussed in Note 6, “Notes Receivable,” to the condensed consolidated financial statements included herein. Changes in accumulated other comprehensive loss by component for the six months ended June 30, 2024 and 2023 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2023 $ (15,187) $ (2,878) $ (1,322) $ (19,387) Gains arising during period — — 2,326 2,326 Amounts reclassified from accumulated other comprehensive loss (227) 106 (749) (870) Income tax benefit 63 — — 63 Net other comprehensive income (loss) (164) 106 1,577 1,519 Balance, June 30, 2024 $ (15,351) $ (2,772) $ 255 $ (17,868) Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2022 $ (18,021) $ (3,087) $ 10,185 $ (10,923) Gains arising during period — — 1,467 1,467 Amounts reclassified from accumulated other comprehensive loss (131) 104 (10,156) (10,183) Net other comprehensive income (loss) (131) 104 (8,689) (8,716) Balance, June 30, 2023 $ (18,152) $ (2,983) $ 1,496 $ (19,639) |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2024 | |
PROPERTY AND EQUIPMENT | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT: Property and equipment at June 30, 2024 and December 31, 2023 is recorded at cost, with the exception of right-of-use finance lease assets and the initial value assigned to assets acquired in an acquisition, and summarized as follows (in thousands): June 30, December 31, 2024 2023 Land and land improvements $ 608,018 $ 605,500 Buildings 4,446,190 4,396,302 Furniture, fixtures and equipment 1,213,285 1,138,769 Right-of-use finance lease assets 1,097 1,793 Construction-in-progress 195,710 122,923 6,464,300 6,265,287 Accumulated depreciation and amortization (2,418,834) (2,309,701) Property and equipment, net $ 4,045,466 $ 3,955,586 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, 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 $61.9 million and $61.8 million at June 30, 2024 and December 31, 2023, respectively, net of credit loss reserve of $38.0 million at each of June 30, 2024 and December 31, 2023. 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. The Company’s quarterly assessment of credit losses considers the estimate of projected tax revenues that will service the bonds over their remaining terms. These tax revenue projections are updated each quarter to reflect updated industry projections as to future anticipated operations of the hotel. As a result of reduced tax revenue projections over the life of the bonds as well as certain cumulative priority payments due to others, the Series B bond is fully reserved. The Series A bond is of higher priority than other tranches which fall between the Company’s two issuances. During the three months ended June 30, 2024 and 2023, the Company recorded interest income of $1.2 million and $1.3 million, respectively, on these bonds. During the six months ended June 30, 2024 and 2023, the Company recorded interest income of $2.4 million and $2.5 million, respectively, on these bonds. The Company received payments of $2.4 million and $4.7 million during the six months ended June 30, 2024 and 2023, respectively, relating to these bonds. Before consideration of the credit loss reserve, accrued interest receivable included as a component of the carrying value of notes receivable is $41.1 million and $41.0 million at June 30, 2024 and December 31, 2023, respectively. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
DEBT | |
Debt | 7. DEBT: The Company’s debt and finance lease obligations at June 30, 2024 and December 31, 2023 consisted of (in thousands): June 30, December 31, 2024 2023 $700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027 $ — $ — Term Loan B, interest at SOFR plus 2.25%, maturing May 18, 2030 294,263 496,250 Senior Notes, interest at 7.25%, maturing July 15, 2028 400,000 400,000 Senior Notes, interest at 4.50%, maturing February 15, 2029 600,000 600,000 Senior Notes, interest at 4.75%, maturing October 15, 2027 700,000 700,000 Senior Notes, interest at 6.50%, maturing April 1, 2032 1,000,000 — Gaylord Rockies Term Loan, interest at SOFR plus 2.50%, original maturity July 2, 2024 — 800,000 OEG Term Loan, interest at SOFR plus 3.50%, maturing June 28, 2031 300,000 296,250 $80M OEG Revolver, interest at SOFR plus 3.50%, maturing June 28, 2029 17,000 5,000 Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026 130,439 131,871 Finance lease obligations 95 138 Unamortized deferred financing costs (55,141) (38,309) Unamortized discounts and premiums, net (13,273) (14,172) Total debt $ 3,373,383 $ 3,377,028 Amounts due within one year of the balance sheet date consist of the amortization payments for the term loan B of 1.0% of the refinanced $295.0 million principal balance, amortization payments for the $300 million OEG term loan of 1.0% of the refinanced principal balance, and amortization of the Block 21 CMBS Loan based on a 30-year amortization. At June 30, 2024, there were no defaults under the covenants related to the Company’s outstanding debt. $1 Billion 6.50% Senior Notes due 2032 On March 28, 2024, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $ billion in aggregate principal amount of senior notes due 2032 (the “ $ Billion Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Company’s credit agreement. The $ illion Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $ illion Senior Notes have a maturity date of and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on April 1 and October 1 each year, beginning on October 1, 2024. The $ illion Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the Company’s $ million in aggregate principal amount of senior notes due 2027, $400 million in aggregate principal amount of 7.25% senior notes due 2028 and $600 million in aggregate principal amount of 4.50% senior notes due 2029, and senior in right of payment to future subordinated indebtedness, if any. The $ illion Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $ illion Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $ illion Senior Notes. The net proceeds from the issuance of the $ illion Senior Notes totaled approximately $983 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used a portion of these net proceeds to prepay the indebtedness outstanding under its previous $800.0 million Gaylord Rockies term loan and used the remaining proceeds, together with cash on hand, to pay down $200.0 million under its existing senior secured term loan B (the “Term Loan B”). The $ illion Senior Notes are redeemable before April 1, 2027, in whole or in part, at , plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $ illion Senior Notes will be redeemable, in whole or in part, at any time on or after April 1, 2027 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is , , and beginning on April 1 of 2027, 2028, and 2029, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. Previous $800 Million Gaylord Rockies Term Loan In July 2019, Aurora Convention Center Hotel, LLC and Aurora Convention Center Hotel Lessee, LLC, the entities that comprise Gaylord Rockies, entered into a Second Amended and Restated Loan Agreement (the “Gaylord Rockies Loan”) with Wells Fargo Bank, National Association, as administrative agent. The Gaylord Rockies Loan consisted of an $ million secured term loan facility, with a maturity date of with , extension options, subject to certain requirements in the Gaylord Rockies Loan, and bore interest at Adjusted Daily Simple SOFR plus . The Company previously entered into an interest rate swap to fix the SOFR portion of the interest rate at for the fifth year of the loan. The Company designated this interest rate swap as an effective cash flow hedge. On March 28, 2024, the Company paid off the Gaylord Rockies Loan with proceeds from the $1 Billion 6.50% Senior Notes discussed above and terminated the interest rate swap. Term Loan B Prior to the effectiveness of the Incremental Agreement (as hereinafter defined), the applicable interest rate margins for borrowings under the Term Loan B were, at our option, either (i) Term SOFR plus 2.75%, (ii) Daily Simple SOFR plus 2.75% or (iii) a base rate as set forth in the Credit Agreement plus 1.75%. On April 12, 2024, the Company entered into an Incremental Tranche B Term Loan Agreement (the “Incremental Agreement”), which supplements the Company’s credit agreement and includes the addition of certain new lenders and the removal of certain other lenders. The Incremental Agreement reduces the applicable interest rate margins for the loans advanced under the refinanced Term Loan B. The applicable interest rate margins for the refinanced Term Loan B OEG Credit Agreement On June 28, 2024, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a certain First Amendment, which amends the Credit Agreement dated as of June 16, 2022 among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Original OEG Credit Agreement”). As amended, the credit facility (the “Amended OEG Credit Agreement”) includes certain amended terms including lower interest rates, extended maturities and modifications to various covenants. The Amended OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million (the “OEG Revolver”). The OEG Term Loan refinances and replaces the former term loan in the outstanding principal amount of $294.8 million as of June 28, 2024 and the OEG Revolver refinances and replaces the senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million, of which $17.0 million was outstanding as of June 30, 2024. The OEG Term Loan and the OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its subsidiaries (other than Block 21-related subsidiaries, as more specifically described in the Amended OEG Credit Agreement). The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the Amended OEG Credit Agreement: (a) the Alternate Base Rate plus 2.500% or (b) Adjusted Term SOFR plus 3.50% (all as more specifically described in the Amended OEG Credit Agreement). Borrowings under the OEG Revolver bear interest at a rate equal to either, at OEG Borrower’s election, as of the closing contemplated by the Amended OEG Credit Agreement: (a) the Alternate Base Rate plus the Applicable Rate (as defined in the Amended OEG Credit Agreement) or (b) Adjusted Term SOFR plus the Applicable Rate. Under the Amended OEG Credit Agreement, (i) the Applicable Rate for Alternative Base Rate loans will be between 2.75% and 2.25% and (ii) the Applicable Rate for Adjusted Term SOFR loans will be between 3.75% and 3.25% , in each of (i) and (ii) based upon the First Lien Leverage Ratio of OEG Finance and its consolidated subsidiaries (as more specifically described in the Amended OEG Credit Agreement). The Applicable Rate for borrowings as of June 30, 2024 is 2.50% for Alternative Base Rate Loans and 3.50% for Adjusted Term SOFR loans. The OEG Term Loan matures on June 28, 2031 and the OEG Revolver matures on June 28, 2029 . OEG Borrower used the proceeds of the OEG Term Loan, net of transaction expenses, to refinance the original term loan under the Original OEG Credit Agreement. Interest Rate Derivatives The Company has entered into or previously entered into interest rate swaps to manage interest rate risk associated with the previous Gaylord Rockies $800 million term loan and a portion of the $300 million OEG term loan. Each swap has been designated as a cash flow hedge whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. The Company does not use derivatives for trading or speculative purposes and currently does 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 $0.4 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense in the next twelve months. In March 2024, as discussed above, the Company paid off the Gaylord Rockies Loan and subsequently terminated the associated interest rate swap. The Company received approximately $0.2 million from the counterparty to the swap, which has been recorded as a reduction in interest expense for the six months ended June 30, 2024. The estimated fair value of the Company’s derivative financial instruments at June 30, 2024 and December 31, 2023 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional June 30, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2024 2023 Gaylord Rockies Term Loan Interest Rate Swap 5.2105% Daily SOFR July 2, 2024 800,000 - (474) OEG Term Loan Interest Rate Swap 4.5330% 3-month SOFR December 18, 2025 100,000 255 (848) $ 255 $ (1,322) 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 Derivatives Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended June 30, Accumulated OCI June 30, 2024 2023 into Income (Expense) 2024 2023 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 351 $ 2,477 Interest expense $ 202 $ 4,888 Total derivatives $ 351 $ 2,477 $ 202 $ 4,888 Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI on Reclassified from Accumulated Derivatives Location of Gain (Loss) OCI into Income (Expense) Six Months Ended Reclassified from Six Months Ended June 30, Accumulated OCI June 30, 2024 2023 into Income (Expense) 2024 2023 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 2,326 $ 1,467 Interest expense $ 749 $ 10,156 Total derivatives $ 2,326 $ 1,467 $ 749 $ 10,156 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 June 30, 2024 and 2023 was $56.6 million and $49.2 million, respectively, and for the six months ended June 30, 2024 and 2023 was $117.0 million and $91.7 million, respectively. As of June 30, 2024, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 | 6 Months Ended |
Jun. 30, 2024 | |
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, Ole Red Tishomingo, Ole Red Nashville International Airport and Ole Red Las Vegas; and 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 five five 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 applies 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 and six months ended June 30, 2024 and 2023 are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Operating lease cost $ 4,901 $ 4,431 $ 9,567 $ 9,088 Finance lease cost: Amortization of right-of-use assets 47 30 95 61 Interest on lease liabilities — 6 1 12 Net lease cost $ 4,948 $ 4,467 $ 9,663 $ 9,161 Future minimum lease payments under non-cancelable leases at June 30, 2024 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 9,943 $ 60 Year 2 9,755 35 Year 3 9,778 2 Year 4 9,710 — Year 5 9,021 — Years thereafter 551,601 — Total future minimum lease payments 599,808 97 Less amount representing interest (469,397) (2) Total present value of minimum payments $ 130,411 $ 95 Weighted-average remaining lease term: Operating leases 42.6 years Finance leases 1.7 years Weighted-average discount rate: Operating leases 7.0 % Finance leases 2.3 % |
STOCK PLANS
STOCK PLANS | 6 Months Ended |
Jun. 30, 2024 | |
STOCK PLANS | |
Stock Plans | 10. STOCK PLANS: On May 9, 2024, the Company’s stockholders approved the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”). The 2024 Plan replaces the Company’s previous 2016 Omnibus Incentive Plan (the “2016 Plan”) and no new awards will be made under the 2016 Plan; however, awards granted under the 2016 Plan will continue to be governed by the 2016 Plan. At June 30, 2024, there were approximately 1.9 million shares of common stock available for issuance pursuant to future grants of awards under the 2024 Plan. During the six months ended June 30, 2024, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of $120.59 per unit. There were 0.4 million and 0.6 million restricted stock units outstanding at June 30, 2024 and December 31, 2023. Compensation expense for the Company’s stock-based compensation plans was $3.4 million and $3.8 million for the three months ended June 30, 2024 and 2023, respectively, and $7.2 million and $7.5 million for the six months ended June 30, 2024 and 2023, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
INCOME TAXES | |
Income Taxes | 11. INCOME TAXES: The Company elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company is not 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 continues to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”). For the three months ended June 30, 2024 and 2023, the Company recorded an income tax provision of $12.2 million and $3.5 million, respectively, related to its TRSs. For the six months ended June 30, 2024 and 2023, the Company recorded an income tax provision of $12.7 million and $5.2 million, respectively, related to its TRSs. At June 30, 2024 and December 31, 2023, the Company had no unrecognized tax benefits. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
Commitments and Contingencies | 12. COMMITMENTS AND CONTINGENCIES: In connection with the purchase of Block 21, the Company provided limited guarantees to the Block 21 lenders under the Block 21 CMBS Loan via a guaranty agreement, a guaranty of completion agreement and an environmental indemnity. 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. On April 9, 2024, the Company received service of process in a lawsuit naming the Company and a subsidiary as co-defendants with Marriott, as the manager, and multiple contractors in a personal injury lawsuit filed by individual plaintiffs in Colorado state court. The lawsuit relates to a May 2023 incident at the Gaylord Rockies indoor pool amenity involving the collapse of HVAC equipment. The complaint requests an unspecified amount of damages related to alleged injuries to two guests. The Company intends to vigorously defend the lawsuit and believes it has strong defenses. The lawsuit is in its early stages so the Company cannot predict its likely outcome or estimate the range of possible loss, but the Company does not believe that the outcome will have a material impact on the Company’s financial position. In addition, 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. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
EQUITY | |
Equity | 13. EQUITY Dividends On February 22, 2024, the Company’s board of directors declared the Company’s first quarter 2024 cash dividend in the amount of $1.10 per share of common stock, or an aggregate of approximately $66.3 million in cash, which was paid on April 15, 2024 to stockholders of record as of the close of business on March 29, 2024. On May 10, 2024, the Company’s board of directors declared the Company’s second quarter 2024 cash dividend in the amount of $1.10 per share of common stock, or an aggregate of approximately $66.3 million in cash, which was paid on July 15, 2024 to stockholders of record as of the close of business on June 28, 2024. Any future dividend is subject to the Company’s board of directors’ determination as to the amount of distributions and the timing thereof. Noncontrolling Interest in the Operating Partnership The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. At June 30, 2024, 0.4 million outstanding OP Units, or 0.7% of the outstanding OP Units, were held by the noncontrolling limited partners and are included as a component of equity in the accompanying condensed consolidated balance sheets. The Company owns, directly or indirectly, the remaining 99.3% of the outstanding OP Units. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
FAIR VALUE MEASUREMENTS | |
Fair Value Measurements | 14. 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 consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company 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 June 30, 2024 and December 31, 2023, were as follows (in thousands): Markets for Observable Unobservable June 30, Identical Assets Inputs Inputs 2024 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 35,618 $ 35,618 $ — $ — Variable to fixed interest rate swaps 255 — 255 — Total assets measured at fair value $ 35,873 $ 35,618 $ 255 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 33,073 $ 33,073 $ — $ — Total assets measured at fair value $ 33,073 $ 33,073 $ — $ — Variable to fixed interest rate swaps $ 1,322 $ — $ 1,322 $ — Total liabilities measured at fair value $ 1,322 $ — $ 1,322 $ — The remainder of the assets and liabilities held by the Company at June 30, 2024 are not required to be recorded at fair value, and financial assets and liabilities approximate fair value, except as described below. The Company has outstanding $400.0 million in aggregate principal amount of $400 million 7.25% senior notes. The carrying value of these notes at June 30, 2024 was $394.4 million, net of unamortized deferred financing costs (“DFCs”). The fair value of these notes, based upon quoted market prices (Level 1), was $414.0 million at June 30, 2024. The Company has outstanding $600.0 million in aggregate principal amount of $600 million 4.50% senior notes. The carrying value of these notes at June 30, 2024 was $593.6 million, net of unamortized DFCs. The fair value of these notes, based upon quoted market prices (Level 1), was $562.6 million at June 30, 2024. 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 June 30, 2024 was $695.5 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was $675.0 million at June 30, 2024. |
FINANCIAL REPORTING BY BUSINESS
FINANCIAL REPORTING BY BUSINESS SEGMENTS | 6 Months Ended |
Jun. 30, 2024 | |
FINANCIAL REPORTING BY BUSINESS SEGMENTS | |
Financial Reporting by Business Segments | 15. FINANCIAL REPORTING BY BUSINESS SEGMENTS: The Company’s operations are organized into three principal business segments: ● Hospitality , which includes the Gaylord Hotels properties, JW Marriott Hill Country (effective June 30, 2023), the Inn at Opryland and the AC Hotel; ● Entertainment , which includes the OEG business, specifically the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Category 10 and Block 21; 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 Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenues: Hospitality $ 519,087 $ 417,685 $ 980,557 $ 842,124 Entertainment 94,203 87,158 161,078 154,438 Corporate and Other — — — — Total $ 613,290 $ 504,843 $ 1,141,635 $ 996,562 Depreciation and amortization: Hospitality $ 50,553 $ 42,646 $ 100,783 $ 85,521 Entertainment 7,766 5,402 14,506 10,667 Corporate and Other 234 209 466 426 Total $ 58,553 $ 48,257 $ 115,755 $ 96,614 Operating income (loss): Hospitality $ 151,885 $ 107,733 $ 254,070 $ 213,803 Entertainment 26,877 24,668 34,425 35,249 Corporate and Other (9,636) (10,094) (21,822) (20,905) Preopening costs (1,055) (67) (2,491) (257) Gain on sale of assets — — 270 — Total operating income 168,071 122,240 264,452 227,890 Interest expense (56,577) (49,179) (117,020) (91,707) Interest income 7,064 5,318 14,586 7,865 Loss on extinguishment of debt (1,797) (2,252) (2,319) (2,252) Income (loss) from unconsolidated joint ventures 183 (2,153) 215 (4,959) Other gains and (losses), net (4) (287) 317 (523) Income before income taxes $ 116,940 $ 73,687 $ 160,231 $ 136,314 June 30, December 31, 2024 2023 Total assets: Hospitality $ 3,915,838 $ 4,039,804 Entertainment 645,385 610,663 Corporate and Other 578,735 538,070 Total assets $ 5,139,958 $ 5,188,537 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
BASIS OF PRESENTATION | |
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 and advanced ticketing at its OEG venues. |
Newly Issued Accounting Standards | Newly Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “ Improvements to Reportable Segment Disclosures retrospectively and will be effective for the Company for fiscal year 2024 and for interim periods beginning in fiscal year 2025. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements. In December 2023, the FASB issued ASU No. 2023-09, “ Improvements to Income Tax Disclosures |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
REVENUES | |
Revenues Disaggregated by Major Source | The Company’s revenues disaggregated by major source are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Hotel group rooms $ 145,869 $ 120,334 $ 277,270 $ 240,847 Hotel transient rooms 53,628 48,158 95,860 88,896 Hotel food and beverage - banquets 190,201 138,662 365,651 299,161 Hotel food and beverage - outlets 69,185 59,246 128,818 114,551 Hotel other 60,204 51,285 112,958 98,669 Entertainment admissions/ticketing 34,356 34,103 56,922 56,259 Entertainment food and beverage 34,587 28,641 59,857 52,707 Entertainment retail and other 25,260 24,414 44,299 45,472 Total revenues $ 613,290 $ 504,843 $ 1,141,635 $ 996,562 |
Hospitality Segment Revenues Disaggregated by Location | The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Gaylord Opryland $ 130,352 $ 110,475 $ 234,187 $ 222,281 Gaylord Palms 68,799 73,829 154,262 158,375 Gaylord Texan 83,897 81,479 168,799 167,877 Gaylord National 88,369 77,014 156,643 149,786 Gaylord Rockies 76,836 67,127 140,658 131,174 JW Marriott Hill Country 62,850 — 112,791 — AC Hotel 4,107 3,401 6,929 5,612 Inn at Opryland and other 3,877 4,360 6,288 7,019 Total Hospitality segment revenues $ 519,087 $ 417,685 $ 980,557 $ 842,124 |
INCOME PER SHARE (Tables)
INCOME PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
INCOME PER SHARE | |
Weighted Average Number of Common Shares Outstanding | The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net income available to common stockholders $ 100,805 $ 66,543 $ 143,861 $ 127,863 Net income attributable to noncontrolling interest in consolidated joint venture 3,270 3,134 2,691 2,371 Net income available to common stockholders - if-converted method $ 104,075 $ 69,677 $ 146,552 $ 130,234 Denominator: Weighted average shares outstanding - basic 59,895 56,329 59,817 55,759 Effect of dilutive stock-based compensation 206 232 314 256 Effect of dilutive put rights 3,122 3,928 3,315 3,958 Weighted average shares outstanding - diluted 63,223 60,489 63,446 59,973 Basic income per share available to common stockholders $ 1.68 $ 1.18 $ 2.41 $ 2.29 Diluted income per share available to common stockholders $ 1.65 $ 1.15 $ 2.31 $ 2.17 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
EQUITY | |
Summary of Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss by component for the six months ended June 30, 2024 and 2023 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2023 $ (15,187) $ (2,878) $ (1,322) $ (19,387) Gains arising during period — — 2,326 2,326 Amounts reclassified from accumulated other comprehensive loss (227) 106 (749) (870) Income tax benefit 63 — — 63 Net other comprehensive income (loss) (164) 106 1,577 1,519 Balance, June 30, 2024 $ (15,351) $ (2,772) $ 255 $ (17,868) Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2022 $ (18,021) $ (3,087) $ 10,185 $ (10,923) Gains arising during period — — 1,467 1,467 Amounts reclassified from accumulated other comprehensive loss (131) 104 (10,156) (10,183) Net other comprehensive income (loss) (131) 104 (8,689) (8,716) Balance, June 30, 2023 $ (18,152) $ (2,983) $ 1,496 $ (19,639) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
PROPERTY AND EQUIPMENT | |
Property and Equipment | Property and equipment at June 30, 2024 and December 31, 2023 is recorded at cost, with the exception of right-of-use finance lease assets and the initial value assigned to assets acquired in an acquisition, and summarized as follows (in thousands): June 30, December 31, 2024 2023 Land and land improvements $ 608,018 $ 605,500 Buildings 4,446,190 4,396,302 Furniture, fixtures and equipment 1,213,285 1,138,769 Right-of-use finance lease assets 1,097 1,793 Construction-in-progress 195,710 122,923 6,464,300 6,265,287 Accumulated depreciation and amortization (2,418,834) (2,309,701) Property and equipment, net $ 4,045,466 $ 3,955,586 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
DEBT | |
Summary of Debt and Finance Lease Obligations | The Company’s debt and finance lease obligations at June 30, 2024 and December 31, 2023 consisted of (in thousands): June 30, December 31, 2024 2023 $700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027 $ — $ — Term Loan B, interest at SOFR plus 2.25%, maturing May 18, 2030 294,263 496,250 Senior Notes, interest at 7.25%, maturing July 15, 2028 400,000 400,000 Senior Notes, interest at 4.50%, maturing February 15, 2029 600,000 600,000 Senior Notes, interest at 4.75%, maturing October 15, 2027 700,000 700,000 Senior Notes, interest at 6.50%, maturing April 1, 2032 1,000,000 — Gaylord Rockies Term Loan, interest at SOFR plus 2.50%, original maturity July 2, 2024 — 800,000 OEG Term Loan, interest at SOFR plus 3.50%, maturing June 28, 2031 300,000 296,250 $80M OEG Revolver, interest at SOFR plus 3.50%, maturing June 28, 2029 17,000 5,000 Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026 130,439 131,871 Finance lease obligations 95 138 Unamortized deferred financing costs (55,141) (38,309) Unamortized discounts and premiums, net (13,273) (14,172) Total debt $ 3,373,383 $ 3,377,028 |
Schedule of Fair Value of the Company's Derivative Financial Instruments | The estimated fair value of the Company’s derivative financial instruments at June 30, 2024 and December 31, 2023 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional June 30, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2024 2023 Gaylord Rockies Term Loan Interest Rate Swap 5.2105% Daily SOFR July 2, 2024 800,000 - (474) OEG Term Loan Interest Rate Swap 4.5330% 3-month SOFR December 18, 2025 100,000 255 (848) $ 255 $ (1,322) |
Summary of Effect of Derivative Financial Instruments on the Accompanying 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 Derivatives Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended June 30, Accumulated OCI June 30, 2024 2023 into Income (Expense) 2024 2023 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 351 $ 2,477 Interest expense $ 202 $ 4,888 Total derivatives $ 351 $ 2,477 $ 202 $ 4,888 Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI on Reclassified from Accumulated Derivatives Location of Gain (Loss) OCI into Income (Expense) Six Months Ended Reclassified from Six Months Ended June 30, Accumulated OCI June 30, 2024 2023 into Income (Expense) 2024 2023 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 2,326 $ 1,467 Interest expense $ 749 $ 10,156 Total derivatives $ 2,326 $ 1,467 $ 749 $ 10,156 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
LEASES | |
Schedule of Company's Lease Cost | The Company’s lease costs for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Operating lease cost $ 4,901 $ 4,431 $ 9,567 $ 9,088 Finance lease cost: Amortization of right-of-use assets 47 30 95 61 Interest on lease liabilities — 6 1 12 Net lease cost $ 4,948 $ 4,467 $ 9,663 $ 9,161 |
Summary of Maturities of Operating Lease Liabilities | Future minimum lease payments under non-cancelable leases at June 30, 2024 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 9,943 $ 60 Year 2 9,755 35 Year 3 9,778 2 Year 4 9,710 — Year 5 9,021 — Years thereafter 551,601 — Total future minimum lease payments 599,808 97 Less amount representing interest (469,397) (2) Total present value of minimum payments $ 130,411 $ 95 |
Summary of Maturities of Finance Lease Liabilities | Operating Finance Leases Leases Year 1 $ 9,943 $ 60 Year 2 9,755 35 Year 3 9,778 2 Year 4 9,710 — Year 5 9,021 — Years thereafter 551,601 — Total future minimum lease payments 599,808 97 Less amount representing interest (469,397) (2) Total present value of minimum payments $ 130,411 $ 95 |
Schedule of Remaining Lease Term and Discount Rate of Leases | Weighted-average remaining lease term: Operating leases 42.6 years Finance leases 1.7 years Weighted-average discount rate: Operating leases 7.0 % Finance leases 2.3 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
FAIR VALUE MEASUREMENTS | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, were as follows (in thousands): Markets for Observable Unobservable June 30, Identical Assets Inputs Inputs 2024 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 35,618 $ 35,618 $ — $ — Variable to fixed interest rate swaps 255 — 255 — Total assets measured at fair value $ 35,873 $ 35,618 $ 255 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 33,073 $ 33,073 $ — $ — Total assets measured at fair value $ 33,073 $ 33,073 $ — $ — Variable to fixed interest rate swaps $ 1,322 $ — $ 1,322 $ — Total liabilities measured at fair value $ 1,322 $ — $ 1,322 $ — |
FINANCIAL REPORTING BY BUSINE_2
FINANCIAL REPORTING BY BUSINESS SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenues: Hospitality $ 519,087 $ 417,685 $ 980,557 $ 842,124 Entertainment 94,203 87,158 161,078 154,438 Corporate and Other — — — — Total $ 613,290 $ 504,843 $ 1,141,635 $ 996,562 Depreciation and amortization: Hospitality $ 50,553 $ 42,646 $ 100,783 $ 85,521 Entertainment 7,766 5,402 14,506 10,667 Corporate and Other 234 209 466 426 Total $ 58,553 $ 48,257 $ 115,755 $ 96,614 Operating income (loss): Hospitality $ 151,885 $ 107,733 $ 254,070 $ 213,803 Entertainment 26,877 24,668 34,425 35,249 Corporate and Other (9,636) (10,094) (21,822) (20,905) Preopening costs (1,055) (67) (2,491) (257) Gain on sale of assets — — 270 — Total operating income 168,071 122,240 264,452 227,890 Interest expense (56,577) (49,179) (117,020) (91,707) Interest income 7,064 5,318 14,586 7,865 Loss on extinguishment of debt (1,797) (2,252) (2,319) (2,252) Income (loss) from unconsolidated joint ventures 183 (2,153) 215 (4,959) Other gains and (losses), net (4) (287) 317 (523) Income before income taxes $ 116,940 $ 73,687 $ 160,231 $ 136,314 June 30, December 31, 2024 2023 Total assets: Hospitality $ 3,915,838 $ 4,039,804 Entertainment 645,385 610,663 Corporate and Other 578,735 538,070 Total assets $ 5,139,958 $ 5,188,537 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | Jun. 30, 2024 |
Opry Entertainment Group [Member] | Ryman Hospitality Properties, Inc [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership percentage | 70% |
REVENUES - Revenues Disaggregat
REVENUES - Revenues Disaggregated by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 613,290 | $ 504,843 | $ 1,141,635 | $ 996,562 |
Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 199,497 | 168,492 | 373,130 | 329,743 |
Hotel Group Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 145,869 | 120,334 | 277,270 | 240,847 |
Hotel Transient Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 53,628 | 48,158 | 95,860 | 88,896 |
Food and Beverage [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 259,386 | 197,908 | 494,469 | 413,712 |
Hotel Food And Beverage Banquets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 190,201 | 138,662 | 365,651 | 299,161 |
Hotel Food And Beverage Outlets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 69,185 | 59,246 | 128,818 | 114,551 |
Hotel, Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 60,204 | 51,285 | 112,958 | 98,669 |
Entertainment Segment [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 94,203 | 87,158 | 161,078 | 154,438 |
Entertainment Admissions And Ticketing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,356 | 34,103 | 56,922 | 56,259 |
Entertainment Food And Beverage [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,587 | 28,641 | 59,857 | 52,707 |
Entertainment Retail And Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 25,260 | $ 24,414 | $ 44,299 | $ 45,472 |
REVENUES - Hospitality Segment
REVENUES - Hospitality Segment Revenues Disaggregated by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 613,290 | $ 504,843 | $ 1,141,635 | $ 996,562 |
Hospitality [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 519,087 | 417,685 | 980,557 | 842,124 |
Hospitality [Member] | Gaylord Opryland [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 130,352 | 110,475 | 234,187 | 222,281 |
Hospitality [Member] | Gaylord Palms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 68,799 | 73,829 | 154,262 | 158,375 |
Hospitality [Member] | Gaylord Texan [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 83,897 | 81,479 | 168,799 | 167,877 |
Hospitality [Member] | Gaylord National [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 88,369 | 77,014 | 156,643 | 149,786 |
Hospitality [Member] | Gaylord Rockies [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 76,836 | 67,127 | 140,658 | 131,174 |
Hospitality [Member] | JW Marriott Hill Country [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 62,850 | 112,791 | ||
Hospitality [Member] | AC Hotel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,107 | 3,401 | 6,929 | 5,612 |
Hospitality [Member] | Inn at Opryland [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 3,877 | $ 4,360 | $ 6,288 | $ 7,019 |
REVENUES - Additional Informati
REVENUES - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenues | $ 152.5 | $ 159.8 |
Change in Contract with Customer, Liability [Abstract] | ||
Revenue recognized | $ 104.7 |
INCOME PER SHARE (Details)
INCOME PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
INCOME PER SHARE | ||||
Net income available to common stockholders | $ 100,805 | $ 66,543 | $ 143,861 | $ 127,863 |
Net income attributable to noncontrolling interest in consolidated joint venture | 3,270 | 3,134 | 2,691 | 2,371 |
Net income available to common shareholders - if-converted method | $ 104,075 | $ 69,677 | $ 146,552 | $ 130,234 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Weighted average shares outstanding - basic (in shares) | 59,895 | 56,329 | 59,817 | 55,759 |
Effect of dilutive stock-based compensation (in shares) | 206 | 232 | 314 | 256 |
Effect of dilutive put rights (in shares) | 3,122 | 3,928 | 3,315 | 3,958 |
Weighted average shares outstanding - diluted (in shares) | 63,223 | 60,489 | 63,446 | 59,973 |
Basic income per share available to common stockholders | $ 1.68 | $ 1.18 | $ 2.41 | $ 2.29 |
Diluted income per share available to common stockholders | $ 1.65 | $ 1.15 | $ 2.31 | $ 2.17 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ 569,153 | |
Ending balance | 562,617 | |
AOCI Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (19,387) | $ (10,923) |
Gains arising during period | 2,326 | 1,467 |
Amounts reclassified from accumulated other comprehensive loss | (870) | (10,183) |
Income tax benefit | (63) | |
Net other comprehensive income (loss) | 1,519 | (8,716) |
Ending balance | (17,868) | (19,639) |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (15,187) | (18,021) |
Amounts reclassified from accumulated other comprehensive loss | (227) | (131) |
Income tax benefit | (63) | |
Net other comprehensive income (loss) | (164) | (131) |
Ending balance | (15,351) | (18,152) |
Accumulated Other-than-Temporary Impairment of Investment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (2,878) | (3,087) |
Amounts reclassified from accumulated other comprehensive loss | 106 | 104 |
Net other comprehensive income (loss) | 106 | 104 |
Ending balance | (2,772) | (2,983) |
Interest Rate Derivatives | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (1,322) | 10,185 |
Gains arising during period | 2,326 | 1,467 |
Amounts reclassified from accumulated other comprehensive loss | (749) | (10,156) |
Net other comprehensive income (loss) | 1,577 | (8,689) |
Ending balance | $ 255 | $ 1,496 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Right-of-use finance lease assets | $ 1,097 | $ 1,793 |
Property and equipment, gross | 6,464,300 | 6,265,287 |
Accumulated depreciation and amortization | (2,418,834) | (2,309,701) |
Property and equipment, net | 4,045,466 | 3,955,586 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 608,018 | 605,500 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,446,190 | 4,396,302 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,213,285 | 1,138,769 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 195,710 | $ 122,923 |
NOTES RECEIVABLE - General Info
NOTES RECEIVABLE - General Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Aggregate carrying values | $ 61,892 | $ 61,760 |
Bonds A Series [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Maturity date of notes receivable | Jul. 01, 2034 | |
Bonds B Series [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Maturity date of notes receivable | Sep. 01, 2037 | |
Bonds A and B Series [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Aggregate carrying values | $ 61,900 | 61,800 |
Credit loss reserve | $ 38,000 | $ 38,000 |
NOTES RECEIVABLE - Interest Inc
NOTES RECEIVABLE - Interest Income and Payment Received (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | $ 7,064 | $ 5,318 | $ 14,586 | $ 7,865 | |
Payment received relating to notes receivables | 2,143 | ||||
Notes Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Payment received relating to notes receivables | 2,400 | 4,700 | |||
Accrued interest receivable | 41,100 | 41,100 | $ 41,000 | ||
Bonds A and B Series [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | $ 1,200 | $ 1,300 | $ 2,400 | $ 2,500 |
DEBT - Debt and Capital Lease O
DEBT - Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Apr. 12, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Finance lease obligations | $ 95 | $ 138 | |
Unamortized deferred financing costs | (55,141) | (38,309) | |
Unamortized discounts and premiums, net | (13,273) | (14,172) | |
Total debt | 3,373,383 | 3,377,028 | |
Line of Credit [Member] | $80M OEG Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | 17,000 | 5,000 | |
Secured Debt [Member] | $500 Million Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Secured debt | 294,263 | $ 295,000 | 496,250 |
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Secured debt | 800,000 | ||
Secured Debt [Member] | $300 Million OEG Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Secured debt | 300,000 | 296,250 | |
Secured Debt [Member] | Block 21 CMBS Loan [Member] | |||
Debt Instrument [Line Items] | |||
Secured debt | 130,439 | 131,871 | |
Senior Notes [Member] | $400 Million 7.25% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured debt | 400,000 | 400,000 | |
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured debt | 600,000 | 600,000 | |
Senior Notes [Member] | $700 Million 4.75% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured debt | 700,000 | $ 700,000 | |
Senior Notes [Member] | $1 Billion 6.50% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured debt | $ 1,000,000 |
DEBT - Summary of Debt and Capi
DEBT - Summary of Debt and Capital Lease Obligations - General Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 28, 2024 | Apr. 12, 2024 | Mar. 28, 2024 | Jul. 31, 2019 | Mar. 31, 2024 | Jun. 30, 2024 | |
Debt Instrument [Line Items] | |||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
$500 Million Term Loan B [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 1.75% | ||||||
$500 Million Term Loan B [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 2.75% | ||||||
$800M Gaylord Rockies Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 2.50% | ||||||
Debt instrument, maturity date | Jul. 02, 2024 | ||||||
OEG Attractions Holdings, LLC | $300 Million OEG Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 300,000,000 | ||||||
Spread rate (as a percent) | 2.50% | ||||||
Debt instrument, maturity date | Jun. 28, 2031 | ||||||
OEG Attractions Holdings, LLC | $300 Million OEG Term Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 3.50% | ||||||
OEG Attractions Holdings, LLC | $80M OEG Revolver [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 80,000,000 | ||||||
Spread rate (as a percent) | 2.50% | ||||||
Debt instrument, maturity date | Jun. 28, 2029 | ||||||
OEG Attractions Holdings, LLC | $80M OEG Revolver [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 2.75% | ||||||
OEG Attractions Holdings, LLC | $80M OEG Revolver [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 2.25% | ||||||
OEG Attractions Holdings, LLC | $80M OEG Revolver [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 3.50% | ||||||
OEG Attractions Holdings, LLC | $80M OEG Revolver [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 3.75% | ||||||
OEG Attractions Holdings, LLC | $80M OEG Revolver [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 3.25% | ||||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 295,000,000 | $ 295,000,000 | |||||
Spread rate (as a percent) | 2.25% | 2.25% | |||||
Debt instrument, maturity date | May 18, 2030 | ||||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | Base rate | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 1.25% | ||||||
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | 800,000,000 | $ 800,000,000 | $ 800,000,000 | $ 800,000,000 | |||
Spread rate (as a percent) | 2.50% | ||||||
Debt instrument, maturity date | Jul. 02, 2024 | ||||||
Secured Debt [Member] | $300 Million OEG Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 300,000,000 | $ 300,000,000 | |||||
Spread rate (as a percent) | 3.50% | ||||||
Debt instrument, maturity date | Jun. 28, 2031 | ||||||
Secured Debt [Member] | Block 21 CMBS Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 5.58% | 5.58% | |||||
Debt instrument, maturity date | Jan. 05, 2026 | ||||||
Line of Credit [Member] | $80M OEG Revolver [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 80,000,000 | $ 80,000,000 | |||||
Credit facility, maturity date | Jun. 28, 2029 | ||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 700,000,000 | $ 700,000,000 | |||||
Spread rate (as a percent) | 1.50% | ||||||
Credit facility, maturity date | May 18, 2027 | ||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | $80M OEG Revolver [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread rate (as a percent) | 3.50% | ||||||
Senior Notes [Member] | $400 Million 7.25% Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 7.25% | 7.25% | 7.25% | ||||
Face amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||||
Debt instrument, maturity date | Jul. 15, 2028 | ||||||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 4.50% | 4.50% | 4.50% | ||||
Face amount | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | ||||
Debt instrument, maturity date | Feb. 15, 2029 | ||||||
Senior Notes [Member] | $700 Million 4.75% Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 4.75% | 4.75% | 4.75% | ||||
Face amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | ||||
Debt instrument, maturity date | Oct. 15, 2027 | ||||||
Senior Notes [Member] | $1 Billion 6.50% Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 6.50% | 6.50% | 6.50% | ||||
Face amount | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Debt instrument, maturity date | Apr. 01, 2032 | Apr. 01, 2032 |
DEBT - 1 Billion Senior Notes (
DEBT - 1 Billion Senior Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Mar. 28, 2024 | Jul. 31, 2019 | Jun. 30, 2024 | Jun. 30, 2023 | |
$800M Gaylord Rockies Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Jul. 02, 2024 | |||
Repayment of loan | $ 800,000 | |||
$500 Million Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayment of loan | 220,849 | $ 376,250 | ||
Senior Notes [Member] | $400 Million 7.25% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 400,000 | $ 400,000 | ||
Stated interest rate (as a percent) | 7.25% | 7.25% | ||
Debt instrument, maturity date | Jul. 15, 2028 | |||
Net proceeds | $ 983,000 | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 600,000 | $ 600,000 | ||
Stated interest rate (as a percent) | 4.50% | 4.50% | ||
Debt instrument, maturity date | Feb. 15, 2029 | |||
Senior Notes [Member] | $700 Million 4.75% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 700,000 | $ 700,000 | ||
Stated interest rate (as a percent) | 4.75% | 4.75% | ||
Debt instrument, maturity date | Oct. 15, 2027 | |||
Senior Notes [Member] | $1 Billion 6.50% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 1,000,000 | $ 1,000,000 | ||
Stated interest rate (as a percent) | 6.50% | 6.50% | ||
Debt instrument, maturity date | Apr. 01, 2032 | Apr. 01, 2032 | ||
Redemption price (as a percent) | 100% | |||
Senior Notes [Member] | $1 Billion 6.50% Senior Notes [Member] | Redemption Period One [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 103.25% | |||
Senior Notes [Member] | $1 Billion 6.50% Senior Notes [Member] | Redemption Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 101.625% | |||
Senior Notes [Member] | $1 Billion 6.50% Senior Notes [Member] | Redemption Period Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 100% | |||
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 800,000 | $ 800,000 | $ 800,000 | |
Debt instrument, maturity date | Jul. 02, 2024 | |||
Secured Debt [Member] | $500 Million Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 295,000 | |||
Debt instrument, maturity date | May 18, 2030 | |||
Repayment of loan | $ 200,000 |
DEBT - 800 Million Gaylord Rock
DEBT - 800 Million Gaylord Rockies Term Loan (Details) $ in Millions | 1 Months Ended | 6 Months Ended | ||
Apr. 12, 2024 | Jul. 31, 2019 USD ($) item | Jun. 30, 2024 USD ($) | Mar. 28, 2024 USD ($) | |
Debt Instrument [Line Items] | ||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||
$800M Gaylord Rockies Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Jul. 02, 2024 | |||
Number of options | item | 2 | |||
Extended term | 1 year | |||
Spread rate (as a percent) | 2.50% | |||
Interest rate (as a percent) | 5.2105% | |||
$800M Gaylord Rockies Term Loan [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ | $ 800 | $ 800 | $ 800 | |
Debt instrument, maturity date | Jul. 02, 2024 | |||
Spread rate (as a percent) | 2.50% |
DEBT - Term Loan B (Details)
DEBT - Term Loan B (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 12, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||
$500 Million Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 1.75% | |||
$500 Million Term Loan B [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 2.75% | |||
Secured Debt [Member] | $500 Million Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 2.25% | 2.25% | ||
Percentage of amortization of original principal balance (as a percent) | 1% | 1% | ||
Secured debt | $ 295,000 | $ 294,263 | $ 496,250 | |
Secured Debt [Member] | $500 Million Term Loan B [Member] | Base Rate Member | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 1.25% |
DEBT - OEG Credit Agreement (De
DEBT - OEG Credit Agreement (Details) - OEG Attractions Holdings, LLC - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 28, 2024 | Jun. 30, 2024 | |
$300 Million OEG Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 300 | ||
Secured debt | $ 294.8 | ||
Spread rate (as a percent) | 2.50% | ||
Debt instrument, maturity date | Jun. 28, 2031 | ||
$300 Million OEG Term Loan [Member] | SOFR Member | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 3.50% | ||
$80 Million OEG Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 80 | ||
Outstanding borrowing | $ 17 | $ 17 | |
Spread rate (as a percent) | 2.50% | ||
Debt instrument, maturity date | Jun. 28, 2029 | ||
$80 Million OEG Revolver [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 2.25% | ||
$80 Million OEG Revolver [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 2.75% | ||
$80 Million OEG Revolver [Member] | SOFR Member | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 3.50% | ||
$80 Million OEG Revolver [Member] | SOFR Member | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 3.25% | ||
$80 Million OEG Revolver [Member] | SOFR Member | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 3.75% | ||
$65 Million OEG Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 65 |
DEBT - Derivative Financial Ins
DEBT - Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 28, 2024 | Dec. 31, 2023 | Jul. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Interest expense | $ 56,577 | $ 49,179 | $ 117,020 | $ 91,707 | ||||
Cash Flow Hedging [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Amount of Gain (Loss) Recognized in OCI on Derivatives | 351 | 2,477 | 2,326 | 1,467 | ||||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | 202 | 4,888 | 749 | 10,156 | ||||
Cash Flow Hedging [Member] | Interest Expense [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Estimated reclassification from AOCI to interest expense | 400 | |||||||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Estimated Fair Value Asset (Liability) Balance | 255 | 255 | $ (1,322) | |||||
Amount of Gain (Loss) Recognized in OCI on Derivatives | 351 | 2,477 | 2,326 | 1,467 | ||||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | 749 | $ 10,156 | ||||||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Proceed from swap recorded as reduction in interest expense | $ 200 | |||||||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | 202 | $ 4,888 | ||||||
$500 Million Term Loan B [Member] | Secured Debt [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Face amount | $ 295,000 | $ 295,000 | ||||||
$800M Gaylord Rockies Term Loan [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Strike rate | 5.2105% | 5.2105% | ||||||
$800M Gaylord Rockies Term Loan [Member] | Interest Rate Swap [Member] | Derivative Instrument Gaylord Rockies Term Loan Maturing On July 2 2024 [Member] | Cash Flow Hedging [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Strike rate | 5.2105% | 5.2105% | ||||||
Investment, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
Derivative, maturity date | Jul. 02, 2024 | |||||||
Notional amount | $ 800,000 | $ 800,000 | ||||||
Estimated Fair Value Asset (Liability) Balance | $ (474) | |||||||
$800M Gaylord Rockies Term Loan [Member] | Secured Debt [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Face amount | $ 800,000 | $ 800,000 | $ 800,000 | $ 800,000 | ||||
$300 Million OEG Term Loan [Member] | Interest Rate Swap [Member] | Derivative Instrument OEG Term Loan Maturing on December 18, 2025 [Member] | Cash Flow Hedging [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Strike rate | 4.533% | 4.533% | ||||||
Investment, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
Derivative, maturity date | Dec. 18, 2025 | |||||||
Notional amount | $ 100,000 | $ 100,000 | ||||||
Estimated Fair Value Asset (Liability) Balance | 255 | 255 | $ (848) | |||||
$300 Million OEG Term Loan [Member] | Secured Debt [Member] | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Face amount | $ 300,000 | $ 300,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - Secured Debt [Member] - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Apr. 12, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Mar. 28, 2024 | Jul. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Amortization term | 30 years | ||||
$800M Gaylord Rockies Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 800 | $ 800 | $ 800 | ||
$500 Million Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 295 | ||||
Percentage of amortization of original principal balance (as a percent) | 1% | 1% | |||
$300 Million OEG Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 300 | ||||
Percentage of amortization of original principal balance (as a percent) | 1% |
DEFERRED MANAGEMENT RIGHTS PR_2
DEFERRED MANAGEMENT RIGHTS PROCEEDS (Details) - USD ($) $ in Millions | 6 Months Ended | |
Oct. 01, 2012 | Jun. 30, 2024 | |
DEFERRED MANAGEMENT RIGHTS PROCEEDS | ||
Sales price of management rights and intellectual property | $ 210 | |
Purchase price allocated to the management rights | $ 190 | |
Term of management rights for income amortization | 65 years |
LEASES (Details)
LEASES (Details) | 6 Months Ended |
Jun. 30, 2024 a | |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
LEASES | ||||
Operating lease cost | $ 4,901 | $ 4,431 | $ 9,567 | $ 9,088 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 47 | 30 | 95 | 61 |
Interest on lease liabilities | 6 | 1 | 12 | |
Net lease cost | $ 4,948 | $ 4,467 | $ 9,663 | $ 9,161 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Year 1 | $ 9,943 | |
Year 2 | 9,755 | |
Year 3 | 9,778 | |
Year 4 | 9,710 | |
Year 5 | 9,021 | |
Years thereafter | 551,601 | |
Total future minimum lease payments | 599,808 | |
Less amount representing interest | (469,397) | |
Total present value of minimum payments | 130,411 | $ 129,122 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Year 1 | 60 | |
Year 2 | 35 | |
Year 3 | 2 | |
Total future minimum lease payments | 97 | |
Less amount representing interest | (2) | |
Total present value of minimum payments | $ 95 | $ 138 |
LEASES - Discount Rate (Details
LEASES - Discount Rate (Details) | Jun. 30, 2024 |
Weighted-average remaining lease term (years): | |
Operating leases | 42 years 7 months 6 days |
Finance leases | 1 year 8 months 12 days |
Operating leases | 7% |
Finance leases | 2.30% |
STOCK PLANS - Restricted Stock
STOCK PLANS - Restricted Stock Units - Weighted-Average Grant Date Fair Value of Units Granted (Details) - $ / shares shares in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Omnibus Incentive Plan 2024 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Common stock available for issuance pursuant | 1.9 | |
Restricted Stock Units (RSUs) [Member] | ||
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) | $ 120.59 | |
Restricted stock award, outstanding (in shares) | 0.4 | 0.6 |
STOCK PLANS - Compensation Expe
STOCK PLANS - Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
STOCK PLANS | ||||
Compensation cost on stock-based compensation plans | $ 3.4 | $ 3.8 | $ 7.2 | $ 7.5 |
INCOME TAXES - Income Tax Provi
INCOME TAXES - Income Tax Provisions (Benefits) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Provision (benefit) for income taxes | $ 12,200 | $ 3,544 | $ 12,730 | $ 5,177 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
EQUITY - Dividends (Details)
EQUITY - Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Dividends declared per share | $ 1.10 | $ 1.10 | $ 1 | $ 0.75 |
Dividends, first quarter 2024 | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Dividend payable date declared | Feb. 22, 2024 | |||
Dividends declared per share | $ 1.10 | |||
Aggregated dividend paid | $ 66.3 | |||
Common stock dividend payable date | Apr. 15, 2024 | |||
Dividend payable date of record | Mar. 29, 2024 | |||
Dividends, second quarter 2024 | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Dividend payable date declared | May 10, 2024 | |||
Dividends declared per share | $ 1.10 | |||
Aggregated dividend paid | $ 66.3 | |||
Common stock dividend payable date | Jul. 15, 2024 | |||
Dividend payable date of record | Jun. 28, 2024 |
EQUITY - Noncontrolling Interes
EQUITY - Noncontrolling Interest (Details) | 6 Months Ended |
Jun. 30, 2024 shares | |
Schedule of Equity Method Investments [Line Items] | |
Redemption of Operating Partnership Units into Company's common stock (in shares) | 1 |
Outstanding Operating Partnership Units | 400,000 |
Noncontrolling Limited Partners [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of outstanding Operating Partnership Units held by the noncontrolling limited partners | 0.70% |
Ryman Hospitality Properties, Inc [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of outstanding Operating Partnership Units held by the company | 99.30% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | $ 35,618 | $ 33,073 |
Total assets measured at fair value | 35,873 | 33,073 |
Total liabilities measured at fair value | 1,322 | |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Variable to fixed interest rate swaps | 255 | |
Variable to fixed interest rate swaps | 1,322 | |
Fair Value, 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 | 35,618 | 33,073 |
Total assets measured at fair value | 35,618 | 33,073 |
Fair Value, 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 | 255 | |
Total liabilities measured at fair value | 1,322 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Variable to fixed interest rate swaps | $ 255 | |
Variable to fixed interest rate swaps | $ 1,322 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - Senior Notes [Member] - USD ($) $ in Millions | Jun. 30, 2024 | Mar. 28, 2024 |
$400 Million 7.25% Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Face amount | $ 400 | $ 400 |
Stated interest rate (as a percent) | 7.25% | 7.25% |
Debt amount | $ 394.4 | |
Fair value of notes | 414 | |
$600 Million 4.50% Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Face amount | $ 600 | $ 600 |
Stated interest rate (as a percent) | 4.50% | 4.50% |
Debt amount | $ 593.6 | |
Fair value of notes | 562.6 | |
$700 Million 4.75% Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Face amount | $ 700 | $ 700 |
Stated interest rate (as a percent) | 4.75% | 4.75% |
Debt amount | $ 695.5 | |
Fair value of notes | $ 675 |
FINANCIAL REPORTING BY BUSINE_3
FINANCIAL REPORTING BY BUSINESS SEGMENTS - General Information (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenues | $ 613,290 | $ 504,843 | $ 1,141,635 | $ 996,562 |
Depreciation and amortization | 58,553 | 48,257 | 115,755 | 96,614 |
Total operating income | 168,071 | 122,240 | 264,452 | 227,890 |
Preopening costs | (1,055) | (67) | (2,491) | (257) |
Gain on sale of assets | 270 | |||
Interest expense | (56,577) | (49,179) | (117,020) | (91,707) |
Interest income | 7,064 | 5,318 | 14,586 | 7,865 |
Loss on extinguishment of debt | 1,797 | 2,252 | 2,319 | 2,252 |
Income (loss) from unconsolidated joint ventures | 183 | (2,153) | 215 | (4,959) |
Other gains and (losses), net | (4) | (287) | 317 | (523) |
Income before income taxes | 116,940 | 73,687 | 160,231 | 136,314 |
Hospitality [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenues | 519,087 | 417,685 | 980,557 | 842,124 |
Depreciation and amortization | 50,553 | 42,646 | 100,783 | 85,521 |
Total operating income | 151,885 | 107,733 | 254,070 | 213,803 |
Entertainment [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenues | 94,203 | 87,158 | 161,078 | 154,438 |
Depreciation and amortization | 7,766 | 5,402 | 14,506 | 10,667 |
Total operating income | 26,877 | 24,668 | 34,425 | 35,249 |
Corporate and Other [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Depreciation and amortization | 234 | 209 | 466 | 426 |
Total operating income | $ (9,636) | $ (10,094) | $ (21,822) | $ (20,905) |
FINANCIAL REPORTING BY BUSINE_5
FINANCIAL REPORTING BY BUSINESS SEGMENTS - Total Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 5,139,958 | $ 5,188,537 |
Hospitality [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 3,915,838 | 4,039,804 |
Entertainment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 645,385 | 610,663 |
Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 578,735 | $ 538,070 |