Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RHP | ||
Entity Registrant Name | Ryman Hospitality Properties, Inc. | ||
Entity Central Index Key | 1,040,829 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 51,018,258 | ||
Entity Public Float | $ 2,188,172,841 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | $ 1,998,012 | $ 1,982,816 | ||
Cash and cash equivalents - unrestricted | 59,128 | 56,291 | $ 76,408 | $ 61,579 |
Cash and cash equivalents - restricted | 22,062 | 22,355 | ||
Notes receivable | 152,882 | 152,560 | ||
Trade receivables, less allowance of $629 and $919, respectively | 47,818 | 55,033 | ||
Investment in Gaylord Rockies joint venture | 70,440 | |||
Prepaid expenses and other assets | 55,411 | 62,379 | ||
Total assets | 2,405,753 | 2,331,434 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,502,554 | 1,431,710 | ||
Accounts payable and accrued liabilities | 163,205 | 153,383 | ||
Dividends payable | 39,404 | 36,868 | ||
Deferred management rights proceeds | 180,088 | 183,119 | ||
Deferred income tax liabilities, net | 1,469 | 1,163 | ||
Other liabilities | 151,036 | 145,629 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding | ||||
Common stock, $.01 par value, 400,000 shares authorized, 51,017 and 51,291 shares issued and outstanding, respectively | 510 | 513 | ||
Additional paid-in capital | 893,102 | 887,501 | ||
Treasury stock of 541 and 511 shares, at cost | (11,542) | (10,001) | ||
Accumulated deficit | (491,805) | (473,404) | ||
Accumulated other comprehensive loss | (22,268) | (25,047) | (26,331) | (9,119) |
Total stockholders' equity | 367,997 | 379,562 | $ 401,407 | $ 757,695 |
Total liabilities and stockholders' equity | $ 2,405,753 | $ 2,331,434 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 629 | $ 919 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 51,017,000 | 51,291,000 |
Common stock, shares outstanding | 51,017,000 | 51,291,000 |
Treasury stock, shares | 541,000 | 511,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||||||||||
Rooms | $ 420,011 | $ 404,457 | $ 384,185 | ||||||||
Food and beverage | 477,493 | 461,157 | 437,673 | ||||||||
Other hotel revenue | 142,139 | 128,989 | 132,308 | ||||||||
Entertainment | 109,564 | 97,521 | 86,825 | ||||||||
Total revenues | $ 319,775 | $ 271,720 | $ 296,215 | $ 261,497 | $ 312,120 | $ 252,820 | $ 274,036 | $ 253,148 | 1,149,207 | 1,092,124 | 1,040,991 |
Operating expenses: | |||||||||||
Rooms | 109,618 | 110,067 | 111,864 | ||||||||
Food and beverage | 267,307 | 261,580 | 248,358 | ||||||||
Other hotel expenses | 322,774 | 312,989 | 311,836 | ||||||||
Management fees, net | 22,194 | 14,657 | 16,151 | ||||||||
Total hotel operating expenses | 721,893 | 699,293 | 688,209 | ||||||||
Entertainment | 74,550 | 67,363 | 59,815 | ||||||||
Corporate | 29,143 | 28,914 | 27,573 | ||||||||
Preopening costs | 909 | 11 | |||||||||
Impairment and other charges | 16,300 | 19,200 | |||||||||
Depreciation and amortization | 27,928 | 26,706 | 26,409 | 28,773 | 28,916 | 28,498 | 28,399 | 28,570 | 109,816 | 114,383 | 112,278 |
Total operating expenses | 935,402 | 930,062 | 887,886 | ||||||||
Operating income | 61,499 | 46,567 | 66,945 | 38,794 | 36,389 | 32,768 | 57,015 | 35,890 | 213,805 | 162,062 | 153,105 |
Interest expense | (63,906) | (63,901) | (61,447) | ||||||||
Interest income | 11,500 | 12,384 | 12,075 | ||||||||
Loss on extinguishment of debt | (2,148) | ||||||||||
Loss from joint ventures | (2,794) | ||||||||||
Other gains and (losses), net | 4,161 | (10,889) | 23,400 | ||||||||
Income before income taxes | 49,144 | 35,415 | 52,746 | 25,461 | 30,469 | 22,079 | 42,255 | 4,853 | 162,766 | 99,656 | 124,985 |
(Provision) benefit for income taxes | (1,048) | (1,822) | (1,415) | 885 | 8,430 | 4,612 | (866) | (321) | (3,400) | 11,855 | 1,467 |
Net income | 48,096 | 33,593 | 51,331 | 26,346 | 38,899 | 26,691 | 41,389 | 4,532 | 159,366 | 111,511 | 126,452 |
Loss on call spread and warrant modifications related to convertible notes | (5,417) | ||||||||||
Net income available to common stockholders | $ 48,096 | $ 33,593 | $ 51,331 | $ 26,346 | $ 38,899 | $ 26,691 | $ 41,389 | $ 4,532 | $ 159,366 | $ 111,511 | $ 121,035 |
Basic income per share available to common stockholders | $ 0.94 | $ 0.66 | $ 1.01 | $ 0.52 | $ 0.76 | $ 0.52 | $ 0.81 | $ 0.09 | $ 3.12 | $ 2.18 | $ 2.38 |
Fully diluted income per share available to common stockholders | $ 0.94 | $ 0.66 | $ 1 | $ 0.51 | $ 0.75 | $ 0.52 | $ 0.80 | $ 0.09 | 3.11 | 2.16 | 2.17 |
Dividends declared per common share | $ 3 | $ 2.70 | $ 2.20 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 159,366 | $ 111,511 | $ 126,452 |
Other comprehensive income (loss), before tax: | |||
Unrealized gains (losses) arising during the period | 2,599 | 1,920 | (20,231) |
Amount reclassified from accumulated other comprehensive loss | 180 | 88 | (235) |
Total Minimum pension liability | 2,779 | 2,008 | (20,466) |
Income tax (expense) benefit related to items of comprehensive income | (724) | 3,254 | |
Other comprehensive income (loss), net of tax | 2,779 | 1,284 | (17,212) |
Comprehensive income | $ 162,145 | $ 112,795 | $ 109,240 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities: | |||
Net income | $ 159,366 | $ 111,511 | $ 126,452 |
Amounts to reconcile net income to net cash flows provided by operating activities: | |||
Provision (benefit) for deferred income taxes | 321 | (13,847) | (5,877) |
Depreciation and amortization | 109,816 | 114,383 | 112,278 |
Amortization of deferred financing costs | 4,863 | 5,505 | 5,959 |
Amortization of discount on convertible notes | 8,735 | ||
Impairment and other charges | 19,200 | ||
(Gain) loss on sales of long-lived assets | (1,853) | 270 | (25,274) |
Loss on extinguishment of debt | 2,148 | ||
Loss on repurchase of warrants | 20,246 | 4,243 | |
Write-off of deferred financing costs | 1,926 | ||
Stock-based compensation expense | 6,128 | 6,158 | 5,773 |
Changes in: | |||
Trade receivables | 7,215 | (9,845) | 6,594 |
Interest receivable | (2,517) | (4,978) | (3,142) |
Accounts payable and accrued liabilities | 1,148 | (13,019) | 11,258 |
Other assets and liabilities | 9,114 | 552 | 3,077 |
Net cash flows provided by operating activities | 293,601 | 238,062 | 252,224 |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (117,977) | (79,815) | (58,377) |
Investment in Gaylord Rockies joint venture | (70,141) | ||
Purchase of AC Hotel | (21,206) | ||
Proceeds from sale of Peterson LOI | 6,785 | 10,000 | 9,350 |
(Increase) decrease in restricted cash and cash equivalents | 293 | (4,945) | 2,759 |
Other investing activities | 1,799 | 123 | 8,012 |
Net cash flows used in investing activities | (179,241) | (74,637) | (59,462) |
Cash Flows from Financing Activities: | |||
Net borrowings (repayments) under credit facility | 76,000 | (280,100) | 77,000 |
Net borrowings (repayments) under term loan B | (4,000) | (4,000) | 398,000 |
Issuance of senior notes | 400,000 | ||
Repayment of note payable related to purchase of AC Hotel | (6,000) | ||
Repurchase and conversion of convertible notes | (358,710) | ||
Repurchase of common stock warrants | (154,681) | (177,423) | |
Deferred financing costs paid | (11,155) | (8,428) | |
Repurchase of Company stock for retirement | (24,811) | ||
Payment of dividends | (151,160) | (131,305) | (109,414) |
Proceeds from exercise of stock options | 1,702 | 1,776 | 6,862 |
Payment of tax withholdings for share-based compensation | (3,235) | (3,700) | (5,220) |
Other financing activities | (19) | (377) | (600) |
Net cash flows used in financing activities | (111,523) | (183,542) | (177,933) |
Net change in cash and cash equivalents | 2,837 | (20,117) | 14,829 |
Cash and cash equivalents - unrestricted, beginning of period | 56,291 | 76,408 | 61,579 |
Cash and cash equivalents - unrestricted, end of period | $ 59,128 | $ 56,291 | $ 76,408 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance at Dec. 31, 2013 | $ 757,695 | $ 505 | $ 1,228,845 | $ (7,766) | $ (454,770) | $ (9,119) |
Net income | 126,452 | 126,452 | ||||
Other comprehensive income (loss), net of income taxes | (17,212) | (17,212) | ||||
Repurchase and conversion of convertible notes | (54,322) | (51,996) | (2,326) | |||
Repurchase of common stock warrants | (307,491) | (304,400) | (3,091) | |||
Payment of dividend | (112,772) | 692 | (236) | (113,228) | ||
Exercise of stock options | 6,862 | 3 | 6,859 | |||
Net tax benefit related to stock based compensation | (302) | (302) | ||||
Restricted stock units and stock options surrendered | (3,276) | 2 | (3,278) | |||
Stock-based compensation expense | 5,773 | 5,773 | ||||
Ending Balance at Dec. 31, 2014 | 401,407 | 510 | 882,193 | (8,002) | (446,963) | (26,331) |
Net income | 111,511 | 111,511 | ||||
Other comprehensive income (loss), net of income taxes | 1,284 | 1,284 | ||||
Payment of dividend | (139,041) | 910 | (1,999) | (137,952) | ||
Exercise of stock options | 1,777 | 1 | 1,776 | |||
Net tax benefit related to stock based compensation | (2) | (2) | ||||
Restricted stock units and stock options surrendered | (3,532) | 2 | (3,534) | |||
Stock-based compensation expense | 6,158 | 6,158 | ||||
Ending Balance at Dec. 31, 2015 | 379,562 | 513 | 887,501 | (10,001) | (473,404) | (25,047) |
Net income | 159,366 | 159,366 | ||||
Other comprehensive income (loss), net of income taxes | 2,779 | 2,779 | ||||
Repurchase of Company stock for retirement | (24,811) | (5) | (24,806) | |||
Payment of dividend | (153,694) | 883 | (1,541) | (153,036) | ||
Exercise of stock options | 1,702 | 1,702 | ||||
Restricted stock units and stock options surrendered | (3,110) | 2 | (3,112) | |||
Stock-based compensation expense | 6,128 | 6,128 | ||||
Ending Balance at Dec. 31, 2016 | 367,997 | $ 510 | $ 893,102 | $ (11,542) | (491,805) | $ (22,268) |
Tax benefit related to adoption of ASU 2016-09 | $ 75 | $ 75 |
Description of the Business and
Description of the Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of the Business and Summary of Significant Accounting Policies | 1. Description of the Business and Summary of Significant Accounting Policies For financial statement presentation and reporting purposes, the Company is the successor to Gaylord Entertainment Company, a Delaware corporation (“Gaylord”). As part of the plan to restructure the business operations of Gaylord to facilitate its qualification as a real estate investment trust (“REIT”) for federal income tax purposes, Gaylord merged with and into its wholly-owned subsidiary, Ryman Hospitality Properties, Inc., a Delaware corporation (“Ryman”), on October 1, 2012, with Ryman as the surviving corporation (the “Merger”). At 12:01 a.m. on October 1, 2012, the effective time of the Merger, Ryman succeeded to and began conducting, directly or indirectly, all of the business conducted by Gaylord immediately prior to the Merger. The “Company” refers to Ryman and its subsidiaries and to Gaylord. On January 1, 2013, the Company began operating as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”) and the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”). The Company’s other owned assets managed by Marriott include Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”), the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National that opened in April 2015. The Company also owns and operates a number of media and entertainment assets including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; and WSM-AM, the Opry’s radio home. The Company conducts its business through an umbrella partnership REIT, in which all of its assets are held by, and all of its operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”) that the Company formed in connection with its REIT conversion. Ryman is the sole limited partner of the Operating Partnership and currently owns, either directly or indirectly, all of the partnership units of the Operating Partnership. RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being an issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and its 100%-owned subsidiaries. As 100%-owned subsidiaries of Ryman, neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Annual Report on Form 10-K and Ryman’s other reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. The Company principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality; Entertainment; and Corporate and Other. The Company’s fiscal year ends on December 31 for all periods presented. Business Segments Hospitality The Hospitality segment includes the Gaylord Hotels branded hotels, the Inn at Opryland and the AC Hotel, as well as the Company’s equity investment in the Gaylord Rockies Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”). See Note 4 for further discussion of this investment. Each of the Company’s hotels is managed by Marriott pursuant to a management agreement for each hotel, and Gaylord Rockies will be managed by Marriott upon its opening. Entertainment The Entertainment segment includes all of the Company’s Nashville-based tourist attractions, as well as the Company’s investment in a joint venture associated with a Times Square restaurant and entertainment venue. At December 31, 2016, these include the Grand Ole Opry, the Ryman Auditorium, the General Jackson, the Wildhorse Saloon, and Gaylord Springs, among others. The Entertainment segment also includes WSM-AM. Marriott manages the day-to-day operations of the General Jackson, Gaylord Springs and the Wildhorse Saloon pursuant to management agreements. Corporate and Other The Corporate and Other segment includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including certain costs for the Company’s retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all of its majority-owned subsidiaries. The Company’s investments in non-controlled entities in which it has the ability to exercise significant influence over operating and financial policies are accounted for by the equity method. The Company’s investments in other entities are accounted for using the cost method. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company analyzes its variable interests, including loans, guarantees, management agreements, leasing arrangements and equity investments, to determine if an entity in which it has a variable interest is a variable interest entity (“VIE”). This analysis primarily includes a qualitative review, which is based on a review of the design of the entity, its organizational structure, including decision-making ability, and relevant financial agreements. This analysis is also used to determine if the Company must consolidate the VIE as the primary beneficiary. The terms of the Company’s investment in the Gaylord Rockies joint venture provide that the Company will have the ability to approve certain major decisions affecting the hotel, including, but not limited to, operating budgets, major capital expenditures, material transactions involving the hotel, and approval of designated hotel senior management. The Company also has a right of first offer to acquire the remainder of the project and designated rights to participate in any sales process with respect to the project after exercise of its first offer rights. However, because the power to direct the activities that most significantly impact the economic performance of the hotel are either shared or are held by some combination of the developers and Marriott, the Company is not the primary beneficiary of this variable interest entity, and thus, accounts for its investment in this joint venture under the equity method of accounting. As such, the Company does not consolidate any part of the assets or liabilities of the joint venture. The Company’s share of equity method net income or loss will increase or decrease, as applicable, the carrying value of its equity method investment. Acquisitions and Investments In December 2014, the Company purchased from an affiliate of The Peterson Companies (the developer of the National Harbor, Maryland development in which Gaylord National is located) the AC Hotel, a 192-room hotel previously operated as the Aloft Hotel at National Harbor for a purchase price of $21.8 million. The transaction required that the property be transferred to the Company unencumbered by any existing hotel franchise or management agreements. The Company has rebranded the hotel and Marriott is now operating the property in conjunction with the Gaylord National pursuant to a separate management agreement. The hotel opened in April 2015. Simultaneously with the purchase of this hotel, the Company also acquired from an affiliate of The Peterson Companies a vacant one-half acre parcel of land located in close proximity to Gaylord National, suitable for development of a hotel or other permitted uses. In December 2014, the Company paid $21.2 million of the combined purchase price, including transaction costs, in cash and issued a $6.0 million note payable to an affiliate of The Peterson Companies, which was paid in January 2016 and bore interest at an Applicable Federal Rate as determined by the Internal Revenue Service (“IRS”) and is shown in Note 5. In March 2016, certain subsidiaries of the Company entered into a series of agreements with respect to an equity investment in Gaylord Rockies. See Note 4 for further discussion of this investment. Property and Equipment Property and equipment are stated at cost. Improvements and significant renovations that extend the lives of existing assets are capitalized. Interest on funds borrowed to finance the construction of major capital additions not funded through furniture, fixtures and equipment reserves is included in the cost of the applicable capital addition. Maintenance and repairs are charged to expense as incurred. Property and equipment are generally depreciated using the straight-line method over the following estimated useful lives: Buildings 40 years Land improvements 20 years Furniture, fixtures and equipment 5-8 years Leasehold improvements The shorter of the lease term or useful life Cash and Cash Equivalents — Unrestricted The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and Cash Equivalents — Restricted Restricted cash and cash equivalents primarily represent funds held by our property managers for furniture, fixtures and equipment reserves. In addition, the Company holds certificates of deposit with an original maturity of greater than three months. The Company is required to maintain these certificates of deposit in order to secure its Tennessee workers’ compensation self-insurance obligations. For purposes of the statements of cash flows, changes in restricted cash and cash equivalents related to funds for furniture, fixtures and equipment replacement reserves are shown as investing activities. Supplemental Cash Flow Information Cash paid for interest for the years ended December 31 was comprised of (amounts in thousands): 2016 2015 2014 Debt interest paid $ 60,780 $ 53,978 $ 49,208 Capitalized interest (1,721 ) (169 ) (52 ) Cash paid for interest, net of capitalized interest $ 59,059 $ 53,809 $ 49,156 Net cash payments (refunds) of income taxes in 2016, 2015 and 2014 were $1.7 million, $5.2 million and $(0.1) million, respectively. A portion of the Company’s acquisition of the AC Hotel and a portion of the Company’s sale of all of its rights in a letter of intent to which it was a party with The Peterson Companies are considered noncash transactions as they are evidenced by a note payable and a note receivable, respectively. The AC Hotel transaction is more fully discussed in the “Acquisitions and Investments” section of Note 1, and the sale of the Company’s rights in the letter of intent is more fully discussed in the “Prepaid Expenses and Other Assets” section of Note 1. Accounts Receivable The Company’s accounts receivable are primarily generated by meetings and convention attendees’ room nights and food and beverage. Receivables arising from these sales are not collateralized. Credit risk associated with the accounts receivable is minimized due to the large and diverse nature of the customer base. Allowance for Doubtful Accounts The Company provides allowances for doubtful accounts based upon a percentage of revenue and periodic evaluations of the aging of accounts receivable. Prepaid Expenses and Other Assets Prepaid expenses and other assets at December 31 consist of (amounts in thousands): 2016 2015 Peterson note receivable $ — $ 6,785 Prepaid expenses 14,001 15,992 Inventories 8,065 8,051 Deferred software costs 2,796 3,832 Supplemental deferred compensation plan assets 22,204 19,289 Other 8,345 8,430 Total prepaid expenses and other assets $ 55,411 $ 62,379 In December 2014, the Company sold to an affiliate of The Peterson Companies (the developer of the National Harbor, Maryland development in which the Gaylord National hotel is located) all of its rights in a letter of intent to which it was a party with The Peterson Companies, which entitled the Company to a portion of such party’s economic interest in the income from the land underlying the new MGM casino project at National Harbor. The Company received $26.1 million over three years in exchange for its contractual rights, which is included in other gains and losses, net in the accompanying consolidated statement of operations for 2014. The Company received the first payment in the amount of $9.4 million at closing, a payment of $10.0 million in January 2015, and the remainder of $6.8 million in January 2016. Prepaid expenses consist of prepayments for property taxes at one of the Company’s hotel properties, insurance and other contracts that will be expensed during the subsequent year. Inventories consist primarily of food and beverage inventory for resale and retail inventory sold in the Entertainment segment. Inventory is carried at the lower of cost or market. Cost is computed on an average cost basis. The Company capitalizes the costs of computer software developed for internal use. Accordingly, the Company has capitalized the external costs and certain internal payroll costs to develop computer software. Deferred software costs are amortized on a straight-line basis over their estimated useful lives of 3 to 5 years. Amortization expense of deferred software costs during 2016, 2015 and 2014 was $1.7 million, $2.1 million, and $2.3 million, respectively. Investments From time to time, the Company has owned minority interest investments in certain businesses. Generally, non-marketable investments (excluding limited partnerships and limited liability company interests) in which the Company owns less than 20 percent are accounted for using the cost method of accounting and investments in which the Company owns between 20 percent and 50 percent and limited partnerships are accounted for using the equity method of accounting. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at December 31 consist of (amounts in thousands): 2016 2015 Trade accounts payable $ 32,315 $ 20,913 Property and other taxes payable 34,844 34,921 Deferred revenues 41,080 47,794 Accrued salaries and benefits 20,567 16,826 Accrued self-insurance reserves 761 1,449 Accrued interest payable 8,152 8,153 Other accrued liabilities 25,486 23,327 Total accounts payable and accrued liabilities $ 163,205 $ 153,383 Deferred revenues consist primarily of deposits on advance bookings of hotel rooms and advance ticket sales at the Company’s tourism properties, as well as uncollected attrition and cancellation fees. The Company is self-insured up to a stop loss for certain losses relating to workers’ compensation claims and general liability claims through September 30, 2012, and for certain losses related to employee medical benefits through December 31, 2012. The Company’s insurance program has subsequently transitioned to a low or no deductible program. For workers’ compensation and general liability claims incurred prior to October 1, 2012, and for employee medical benefits claimed prior to January 1, 2013, the Company recognizes self-insured losses based upon estimates of the aggregate liability for uninsured claims incurred using certain actuarial assumptions followed in the insurance industry or the Company’s historical experience. Other accrued liabilities include accruals for, among others, purchasing, meeting planner commissions and utilities. Income Taxes The Company establishes deferred tax assets and liabilities based on the difference between the financial statement and income tax carrying amounts of assets and liabilities using existing tax laws and tax rates. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. See Note 11 for more detail on the Company’s income taxes. Deferred Management Rights Proceeds The Company has deferred and amortizes the proceeds received from Marriott that were allocated to the sale of the management rights, as discussed further in Note 6, on a straight line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense in the accompanying consolidated statements of operations. Other Liabilities Other liabilities at December 31 consist of (amounts in thousands): 2016 2015 Pension and postretirement benefits liability $ 37,988 $ 40,439 Straight-line lease liability 89,959 84,716 Deferred compensation liability 22,204 19,289 Other 885 1,185 Total other liabilities $ 151,036 $ 145,629 Deferred Financing Costs Deferred financing costs consist of loan fees and other costs of financing that are amortized over the term of the related financing agreements, using the effective interest method, and are presented as a reduction of the related debt liability. During 2016, 2015 and 2014, deferred financing costs of $4.9 million, $5.5 million and $6.0 million, respectively, were amortized and recorded as interest expense in the accompanying consolidated statements of operations. As a result of the refinancing of the Company’s credit facility in 2015, which is discussed in Note 5, the Company wrote off $1.9 million of deferred financing costs during 2015, which is included in interest expense in the accompanying consolidated statements of operations. As a result of the Company’s repurchases of a portion of its convertible senior notes outstanding discussed in Note 5, the Company wrote off $0.3 million of deferred financing costs during 2014, which is included as an increase in the net loss on extinguishment of debt in the accompanying consolidated statements of operations. Revenue Recognition Revenues from occupied hotel rooms are recognized as earned on the close of business each day and from concessions and food and beverage sales at the time of the sale. Revenues from other services at the Company’s hotels, such as spa, parking, and transportation services, are recognized at the time services are provided. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are recognized as revenue in the period they are collected. The Company recognizes revenues from the Entertainment segment when services are provided or goods are shipped, as applicable. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase, but are not included in revenue. The Company records a liability upon collection from the customer and relieves the liability when payments are remitted to the applicable governmental agency. Management Fees The Company pays Marriott a base management fee of approximately 2% of revenues for the properties that Marriott manages, as well as an incentive fee that is based on profitability. The Company incurred $21.4 million, $17.4 million and $19.6 million in base management fees to Marriott during 2016, 2015 and 2014, respectively. The Company incurred $4.8 million, $1.4 million and $0.4 million in incentive fees to Marriott during 2016, 2015 and 2014, respectively. Management fees are presented in the consolidated statements of operations net of the amortization of the deferred management rights proceeds discussed further in Note 6. Leases The Company is a lessee of a 65.3 acre site in Osceola County, Florida on which the Gaylord Palms is located, a 10.0 acre site in Grapevine, Texas on which a portion of the Gaylord Texan is located, and office space, office equipment, and other equipment. The Company’s leases are discussed further in Note 12. Advertising Costs Advertising costs are expensed as incurred and were $36.7 million, $36.7 million, and $33.3 million for 2016, 2015 and 2014, respectively. Stock-Based Compensation The Company has stock-based employee compensation plans, which are described more fully in Note 7. The Company accounts for its stock-based compensation plan under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Compensation – Stock Compensation Preopening Costs The Company expenses the costs associated with start-up activities and organization costs associated with its development or reopening of hotels and significant attractions as incurred. The Company’s preopening costs during 2015 primarily relate to the AC Hotel, which opened in April 2015. Impairment of Long-Lived and Other Assets In accounting for the Company’s long-lived and other assets (including its notes receivable associated with the development of Gaylord National), the Company assesses its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Recoverability of long-lived assets that will continue to be used is measured by comparing the carrying amount of the asset or asset group to the related total future undiscounted net cash flows. If an asset or asset group’s carrying value is not recoverable through those cash flows, the asset group is considered to be impaired. The impairment is measured by the difference between the assets’ carrying amount and their fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available. Recoverability of the notes receivable associated with Gaylord National is measured by comparing the carrying amount of the notes to the fair value of the notes. If the carrying value is greater than the fair value, the Company then assesses if the decline in fair value is other than temporary. If the decline in fair value is deemed to be other than temporary, which is based on the Company’s intent and ability to hold the notes receivable to maturity and whether it expects to receive all debt service payments due under the notes, then the notes receivable are impaired. See Note 13 for further disclosure. During the fourth quarter of 2015, the Company elected to move forward with an expansion of the guest rooms and convention space at Gaylord Texan. This capital project replaced a previously contemplated expansion that the Company began incurring design costs for during 2007 and had been subsequently put on hold. As the new project is substantially different from the previously contemplated project, the Company incurred an impairment charge of $16.3 million during 2015 to write off the carrying value of the previously contemplated project, which is included in impairment and other charges on the accompanying consolidated statement of operations for 2015. Income Per Share Earnings per share is measured as basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding after considering the effect of conversion of dilutive instruments, calculated using the treasury stock method. Net income per share amounts are calculated as follows for the years ended December 31 (income and share amounts in thousands): 2016 Income Shares Per Share Net income available to common stockholders $ 159,366 51,009 $ 3.12 Effect of dilutive stock-based compensation — 303 — Net income — assuming dilution $ 159,366 51,312 $ 3.11 2015 Income Shares Per Share Net income available to common stockholders $ 111,511 51,241 $ 2.18 Effect of dilutive stock-based compensation — 371 — Net income — assuming dilution $ 111,511 51,612 $ 2.16 2014 Income Shares Per Share Net income available to common stockholders $ 121,035 50,861 $ 2.38 Effect of dilutive stock-based compensation — 487 — Effect of convertible notes — 4,532 — Net income — assuming dilution $ 121,035 55,880 $ 2.17 As discussed in Note 5, in 2009, the Company issued 3.75% Convertible Senior Notes due 2014 (the “Convertible Notes”). The Company settled the outstanding face value of the Convertible Notes in cash at maturity on October 1, 2014. The conversion spread associated with the conversion of the Convertible Notes was settled in shares of the Company’s common stock. Pursuant to a note hedge, as discussed more fully in Note 5, the Company also received and cancelled an equal number of shares of its common stock at maturity. In connection with the issuance of the Convertible Notes, the Company sold common stock purchase warrants to counterparties affiliated with the initial purchasers of the Convertible Notes whereby the warrant holders could purchase shares of the Company’s common stock. At separate times during 2014, the Company modified the agreements with each of the note hedge counterparties to cash settle a portion of the warrants as described in Note 5. As a result of these modifications, the warrants were settled in cash during 2014 and the first quarter of 2015 and did not affect the calculation of diluted earnings per share for 2015 or 2014. In 2014, in connection with the repurchase of portions of the Convertible Notes, the Company entered into agreements with the note hedge counterparties to proportionately reduce the number of Purchased Options (as defined below) and the warrants as described above and in Note 5. Each of these agreements were considered modifications to the Purchased Options and warrants (as applicable), and based on the terms of the agreements, the Company recognized a charge of $5.4 million in 2014, which was recorded as an increase to accumulated deficit and derivative liabilities, as the liabilities were settled in cash, in the accompanying consolidated balance sheet. This charge also represents a deduction from net income in calculating net income available to common stockholders and earnings per share available to common stockholders in the accompanying consolidated statement of operations for 2014. Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Newly Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers In February 2015, the FASB issued ASU No. 2015-02, “ Consolidation – Amendments to the Consolidation Guidance In February 2016, the FASB issued ASU No. 2016-02, “ Leases In March 2016, the FASB issued ASU No. 2016-09, “ Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 2. Property and Equipment Property and equipment at December 31 is recorded at cost and summarized as follows (amounts in thousands): 2016 2015 Land and land improvements $ 266,053 $ 255,179 Buildings 2,398,117 2,369,851 Furniture, fixtures and equipment 604,876 603,529 Construction in progress 50,273 10,576 3,319,319 3,239,135 Accumulated depreciation (1,321,307 ) (1,256,319 ) Property and equipment, net $ 1,998,012 $ 1,982,816 Depreciation expense, including amortization of assets under capital lease obligations, during 2016, 2015 and 2014 was $108.1 million, $112.2 million, and $110.0 million, respectively. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Notes Receivable | 3. Notes Receivable In connection with the development of Gaylord National, Prince George’s County, Maryland (“the County”) issued a bond with a face value of $95 million (“Series A Bond”) in April 2005 and placed into escrow until substantial completion of the convention center and 1,500 rooms within the hotel. The Series A Bond and an additional bond issuance, with a face value of $50 million (“Series B Bond”), were delivered to the Company upon substantial completion and opening of the Gaylord National on April 2, 2008. The interest rate on the Series A Bond and Series B Bond is 8.0% and 10.0%, respectively. The maturity date of the Series A Bond and the Series B Bond is July 1, 2034 and September 1, 2037, respectively. Upon receipt in 2008, the Company calculated the present value of the future debt service payments from the Series A Bond and Series B Bond based on their effective interest rates of 8.04% and 11.42%, respectively, and recorded the notes receivable at their discounted values of $93.8 million and $38.3 million, respectively. The Company is currently holding the Series A Bond and Series B Bond, which have aggregate carrying values of $82.7 million and $70.2 million, respectively, as of December 31, 2016, and receiving the debt service and principal payments thereon, which is payable from tax increments, hotel taxes and special hotel rental taxes generated from the development through the maturity date. The Company is recording the amortization of discount on these notes receivable as interest income over the life of the notes. During 2016, 2015 and 2014, the Company recorded interest income of $11.4 million, $12.3 million and $12.1 million, respectively, on these bonds. The Company received payments of $11.1 million, $9.4 million and $10.8 million during 2016, 2015 and 2014, respectively, relating to these notes receivable, which includes principal and interest payments. See additional discussion regarding the fair value of these notes receivable in Note 13. |
Investment in Gaylord Rockies J
Investment in Gaylord Rockies Joint Venture | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Gaylord Rockies Joint Venture | 4. Investment in Gaylord Rockies Joint Venture In March 2016, certain subsidiaries of the Company entered into a series of agreements with affiliates of RIDA Development Corporation (“RIDA”) and Ares Management, L.P. (“Ares”) with respect to an equity investment in Gaylord Rockies, which is currently being developed by RIDA and Ares. The hotel will be managed by Marriott pursuant to a long-term management contract and is expected to consist of a 1,500-room resort hotel with over 485,000 square feet of exhibition, meeting, pre-function and outdoor space. The hotel is expected to be completed in late 2018 and has a total estimated project cost of approximately $800 million. The Company acquired a 35% interest in a limited liability company which will own the real property comprising the hotel for a capital contribution expected to total approximately $86.1 million. Simultaneously, the Company also acquired a 35% interest in a limited liability company which will lease the hotel from the property owner and assume the Marriott management agreement prior to the opening of the hotel. The Company has funded $70.1 million of its capital contribution, and expects to fund the remainder of its capital contribution during the first quarter of 2017. The Company’s remaining capital contributions will be funded from available cash on hand and borrowings under its revolving credit facility. A subsidiary of the Company will provide designated asset management services on behalf of the hotel during the pre-construction period in exchange for a flat fee and after opening of the hotel in exchange for a fee based on the hotel’s gross revenues on an annual basis. In connection with the agreements, the Company agreed to provide guarantees of the hotel’s construction loan, including a principal repayment guarantee of up to $21 million of the total $500 million principal amount of the construction loan previously obtained from a consortium of eight banks, with such amount reducing to $14 million and further reducing to $8.75 million upon the hotel’s satisfaction of designated debt service coverage requirements following completion and opening of the hotel. The Company has also provided a completion guarantee under the construction loan capped at its pro rata share of all costs necessary to complete the project within the time specified in the joint venture’s loan documents. Further, the Company has agreed to a guarantee capped at its pro rata share of the joint venture’s obligations under the construction loan prior to the hotel’s opening related to interest accruing under the construction loan and the operating expenses of the property (estimated pro rata share of interest prior to the hotel opening is $9.8 million). In addition to guarantees related to the construction loan, the Company agreed to provide a guarantee of the mezzanine debt related to the hotel including a payment guarantee capped at $8.75 million for which the Company is only liable in the event there is a casualty or condemnation event at the hotel and the construction lenders elect to apply those proceeds to the construction loan balance and release the construction loan guarantees and liens. The guarantee related to the mezzanine debt also includes an uncapped completion guarantee and an uncapped guarantee of the joint venture’s obligations under the mezzanine loan prior to the hotel’s opening related to interest accruing under the mezzanine loan and the operating expenses of the property to the extent not already satisfied by the parties under the guarantees related to the construction loan. As of December 31, 2016, the Company had not recorded any liability in the consolidated balance sheet associated with these guarantees. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt The Company’s debt and capital lease obligations at December 31 consisted of (amounts in thousands): 2016 2015 Credit Facility, less unamortized deferred financing costs of $5,267 and $7,335 $ 377,133 $ 299,065 $400 Million Term Loan B, less unamortized deferred financing costs of $5,273 and $6,457 384,727 387,543 $350 Million 5% Senior Notes, less unamortized deferred financing costs of $4,246 and $5,107 345,754 344,893 $400 Million 5% Senior Notes, less unamortized deferred financing costs of $5,719 and $6,469 394,281 393,531 AC Hotel note payable, terms as set forth in Note 1 — 6,000 Capital lease obligations 659 678 Total debt 1,502,554 1,431,710 Less amounts due within one year (20 ) (6,019 ) Total long-term debt $ 1,502,534 $ 1,425,691 At December 31, 2016, the Company was in compliance with all covenants related to its outstanding debt. Annual maturities of long-term debt, excluding capital lease obligations, are as follows (amounts in thousands): $400 Million $350 Million $400 Million Credit Facility Term Loan B 5% Senior Notes 5% Senior Notes Total 2017 $ — $ — $ — $ — $ — 2018 — — — — — 2019 382,400 — — — 382,400 2020 — — — — — 2021 — 390,000 350,000 — 740,000 Years thereafter — — — 400,000 400,000 Total $ 382,400 $ 390,000 $ 350,000 $ 400,000 $ 1,522,400 Credit Facility On June 5, 2015, the Company entered into an Amendment No. 2 (the “2015 Amendment”) among the Company, as guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent to the Company’s Fourth Amended and Restated Credit Agreement (the “Credit Facility”). Prior to the 2015 Amendment, the Company’s Credit Facility consisted of a $700.0 million senior secured revolving credit facility (the “revolving credit facility”), a $300.0 million senior secured term loan facility (the “term loan A”), and a $400 million senior secured term loan facility (the “term loan B”). Following the 2015 Amendment, the Company’s Credit Facility consists of the revolving credit facility and the term loan B. The Company paid off the previous outstanding term loan A during the second quarter of 2015 with a substantial portion of the proceeds from the Operating Partnership’s and Finco’s private placement of $400 million in aggregate principal amount of senior notes due 2023 (the “$400 Million 5% Senior Notes”), and the term loan A was eliminated. Pursuant to the 2015 Amendment, the Company extended the maturity date of the revolving credit facility under the Credit Facility to June 5, 2019 and provided for two additional six-month extension options, at the election of the Company. In addition, the 2015 Amendment lowered the adjustable margin (the “Applicable Margin”) for determining the interest rate on revolving loans based on the Company’s consolidated funded indebtedness to total asset value ratio (as defined in the Credit Facility). Interest on the Company’s borrowings under the revolving credit facility is payable quarterly, in arrears, for base rate-based loans and at the end of each interest rate period for LIBOR-based loans. The effective interest rate at December 31, 2016 was LIBOR plus 1.65%. Principal is payable in full at maturity. The Company pays an unused commitment fee of 0.2% to 0.3% per year of the average unused portion of the revolving credit facility. The Credit Facility continues to be guaranteed by the Company, each of its four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other subsidiaries of the Company. The loans continue to be secured by (i) a first mortgage lien on the real property of each of the Company’s Gaylord Hotels properties, (ii) pledges of equity interests in the Company’s subsidiaries that own the Gaylord Hotels properties, (iii) the personal property of the Company, the Operating Partnership and the subsidiaries that guarantee the Credit Facility and (iv) all proceeds and products from the Company’s Gaylord Hotels properties. In addition, the revolving credit facility and term loan B continue to be subject to certain covenants contained in the Credit Facility, which among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. If an event of default shall occur and be continuing under the Credit Facility, the commitments under the Credit Facility may be terminated and the principal amount outstanding under the Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. As a result of the 2015 Amendment, the Company wrote off $1.9 million of deferred financing costs during 2015. $400 Million Term Loan B On June 18, 2014, the Company entered into an Amendment No. 1 and Joinder Agreement (the “2014 Amendment”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank National Association, as administrative agent, to the Credit Facility. Pursuant to the 2014 Amendment, the Company added the term loan B to the Credit Facility. Proceeds from the term loan B were used to repay revolving loans under the Credit Facility and to repay the Convertible Notes and to settle, in whole or in part, the warrant transactions described above. The term loan B has a maturity date of January 15, 2021 and borrowings bear interest at an annual rate of LIBOR plus an adjustable margin, subject to a LIBOR floor of 0.75%. At December 31, 2016, the interest rate on the term loan B was LIBOR plus 2.75%. The term loan B amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of $400.0 million, with the balance due at maturity. In addition, if for any fiscal year, there is Excess Cash Flow (as defined in the agreement), an additional principal amount is required. The Company has not been required to make additional principal payments under the Excess Cash Flow requirement in 2016, 2015 or 2014. Amounts borrowed under the term loan B that are repaid or prepaid may not be reborrowed. At closing, the Company drew down on the term loan B in full. $350 Million 5% Senior Notes Due 2021 On April 3, 2013, the Operating Partnership and Finco completed the private placement of $350.0 million in aggregate principal amount of senior notes due 2021 (the “$350 Million 5% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Facility. The $350 Million 5% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association, as trustee. The $350 Million 5% Senior Notes have a maturity date of April 15, 2021 and bear interest at 5% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year. The $350 Million 5% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness and senior in right of payment to future subordinated indebtedness, if any. The $350 Million 5% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $350 Million 5% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $350 Million 5% Senior Notes. The issuing subsidiaries may redeem the $350 Million 5% Senior Notes on or before April 16, 2016, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The $350 Million 5% Senior Notes will be redeemable, in whole or in part, at any time on or after April 15, 2016 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.75%, 102.50%, 101.25%, and 100.00% beginning on April 15, 2016, 2017, 2018 and 2019, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. In connection with the issuance of the $350 Million 5% Senior Notes, the Company completed a registered offer to exchange the $350 Million 5% Senior Notes for registered notes with substantially identical terms as the $350 Million 5% Senior Notes in November 2013. $400 Million 5% Senior Notes Due 2023 On April 14, 2015, the Operating Partnership and Finco completed the private placement of the $400 Million 5% Senior Notes. The $400 Million 5% Senior Notes are general unsecured senior obligations of the Company’s issuing subsidiaries and are guaranteed by the Company and its subsidiaries that guarantee the Credit Facility. The $400 Million 5% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association as trustee. The $400 Million 5% Senior Notes have a maturity date of April 15, 2023 and bear interest at 5% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year. The $400 Million 5% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $350 Million 5% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $400 Million 5% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $400 Million 5% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $400 Million 5% Senior Notes. The issuing subsidiaries may redeem the $400 Million 5% Senior Notes before April 15, 2018, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The $400 Million 5% Senior Notes will be redeemable, in whole or in part, at any time on or after April 15, 2018 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.75%, 102.50%, 101.25% and 100.00% beginning on April 15 of 2018, 2019, 2020 and 2021, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. The net proceeds from the issuance of the $400 Million 5% Senior Notes totalled approximately $392 million, after deducting the initial purchasers’ discounts, commissions and estimated offering expenses. The Company used substantially all of these proceeds to repay amounts outstanding under its Credit Facility, including the elimination of its $300 million term loan A, and to repay a portion of the amounts outstanding under the revolving credit facility portion of the Credit Facility. In connection with the issuance of the $400 Million 5% Senior Notes, the Company completed a registered offer to exchange the $400 Million 5% Senior Notes for registered notes with substantially identical terms as the $400 Million 5% Senior Notes in September 2015. Former 3.75% Convertible Senior Notes In 2009, the Company issued $360 million of the Convertible Notes. In April 2014, the Company settled the repurchase of and subsequently cancelled $56.3 million of its Convertible Notes in private transactions for aggregate consideration of $120.2 million, which was funded by cash on hand and borrowings under the Company’s revolving credit facility. In addition, in June 2014, the Company settled the conversion of $15.3 million of Convertible Notes that were converted by holders by paying cash for the underlying principal and shares of the Company’s common stock for the conversion spread. As a result of these transactions, the Company recorded a loss on extinguishment of debt of $2.1 million during 2014. In addition, as the Company accounts for the liability (debt) and the equity (conversion option) components of the Convertible Notes in a manner that reflects the Company’s nonconvertible debt borrowing rate, the Company recorded an additional $52.0 million reduction in stockholders’ equity during 2014. On October 1, 2014, the Company settled its remaining obligations upon conversion of each $1,000 principal amount of Convertible Notes with a specified dollar amount of $1,000 and the remainder of the conversion settlement amount in shares of its common stock, offset as described in the next paragraph. Concurrently with the offering of the Convertible Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the “Purchased Options”) with counterparties affiliated with the initial purchasers of the Convertible Notes, for purposes of reducing the potential dilutive effect upon conversion of the Convertible Notes. The Purchased Options entitled the Company to purchase shares of the Company’s common stock. In connection with the conversion and maturity of the Convertible Notes on October 1, 2014, as discussed above, the Purchased Options were settled in shares delivered to the Company equal to the number of shares issued in the Convertible Note settlement. These shares received by the Company were subsequently cancelled. Separately and concurrently with entering into the Purchased Options, the Company also entered into warrant transactions whereby it sold common stock purchase warrants to each of the hedge counterparties. The warrants entitled the counterparties to purchase shares of the Company’s common stock. At separate times during 2014, the Company modified agreements with three of the note hedge counterparties to cash settle a total of 7.2 million warrants. As the modifications required the warrants to be cash settled, the fair value of the warrants was reclassified from stockholders’ equity to a derivative liability on the modification dates, resulting in a $159.0 million deduction to additional paid-in-capital during 2014. The Company settled these repurchases for total consideration of $173.4 million and recorded an $11.6 million loss during 2014 on the change in the fair value of the derivative liabilities between their modification and settlement dates, which is included in other gains and losses, net in the accompanying consolidated statement of operations. Pursuant to December 2014 agreements with two of the note hedge counterparties, in the first quarter of 2015, the Company cash settled the remaining 4.7 million warrants in the same manner as described above. Accordingly, the fair value of the warrants was reclassified from stockholders’ equity to a derivative liability on the modification date, resulting in a $145.4 million deduction to additional paid-in-capital during 2014. The change in the fair value of the derivative liability from the modification date through December 31, 2014 was a gain of $7.1 million and is included in other gains and losses, net in the accompanying consolidated statement of operations for 2014. In the first quarter of 2015, the Company settled this repurchase for total consideration of $154.7 million and recorded a $20.2 million loss on the change in the fair value of the derivative liability from December 31, 2014 through the settlement date, which is included in other gains and losses, net in the accompanying consolidated statement of operations for 2015. |
Deferred Management Rights Proc
Deferred Management Rights Proceeds | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Management Rights Proceeds | 6. Deferred Management Rights Proceeds The Company restructured its business operations to facilitate its qualification as a REIT for federal income tax purposes (the “REIT conversion”) during 2012 and elected to be taxed as a REIT commencing with the year ended December 31, 2013. On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage Gaylord Opryland, Gaylord Palms, Gaylord Texan and Gaylord National to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property. On October 1, 2012, the Company received $210.0 million in cash from Marriott in exchange for rights to manage the Gaylord Hotels properties (the “Management Rights”) and certain intellectual property (the “IP Rights”). The Company allocated $190.0 million of the purchase price to the Management Rights and $20.0 million to the IP Rights. The allocation was based on the Company’s estimates of the fair values for the respective components. The Company estimated the fair value of each component by constructing distinct discounted cash flow models. For financial reporting purposes, the amount related to the Management Rights was deferred and is amortized on a straight line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense in the accompanying consolidated statements of operations. The amount related to the IP Rights was recognized into income as other gains and losses during 2012. In addition, pursuant to additional management agreements, Marriott manages the day-to-day operations of the Inn at Opryland, the AC Hotel, General Jackson Showboat, Gaylord Springs and the Wildhorse Saloon. To comply with certain REIT qualification requirements, the Company will be required to engage third-party managers to operate and manage its future hotel properties, if any. Additionally, non-REIT operations, which consist of the activities of taxable REIT subsidiaries (“TRSs”) that act as lessees of the Company’s hotels, as well as the businesses within the Company’s Entertainment segment, continue to be subject, as applicable, to federal corporate and state income taxes following the REIT conversion. |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Plans | 7. Stock Plans The Company’s 2016 Omnibus Incentive Plan (the “Plan”) permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other share-based awards to its directors, employees and consultants. At December 31, 2016, approximately 1.7 million shares of common stock remained available for issuance pursuant to future grants of awards under the Plan. Stock option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant and generally expire ten years after the date of grant. Generally, stock options granted to non-employee directors are exercisable after one year from the date of grant, while options granted to employees are exercisable one to four years from the date of grant. The Company records compensation expense equal to the fair value of each stock option award granted on a straight line basis over the option’s vesting period. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing formula. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate expected option exercise and employee termination patterns within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company granted no stock options during 2016, 2015 or 2014. A summary of stock option activity under the Company’s equity incentive plans as of December 31, 2016 and changes during the year ended December 31, 2016 is presented below: Weighted Average Number of Exercise Stock Options Shares Price Outstanding at January 1, 2016 206,509 $ 29.55 Granted — — Exercised (186,718 ) 30.38 Canceled (341 ) 46.03 Outstanding at December 31, 2016 19,450 21.31 Exercisable at December 31, 2016 19,450 21.31 The weighted average remaining contractual term of options outstanding and exercisable as of December 31, 2016 was 3.4 years. The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2016 was $0.7 million. The total intrinsic value of options exercised during 2016, 2015, and 2014 was $3.9 million, $1.8 million, and $13.0 million, respectively. The Plan also provides for the award of restricted stock and restricted stock units (“Restricted Stock Awards”). Restricted Stock Awards granted to employees vest one to four years from the date of grant, and Restricted Stock Awards granted to non-employee directors vest after one year from the date of grant, unless the recipient chooses to defer the vesting for a period of time. Depending on the type of award, the fair value of Restricted Stock Awards is determined either based on the market price of the Company’s stock at the date of grant or based on a Monte-Carlo valuation. The Company generally records compensation expense equal to the fair value of each Restricted Stock Award granted over the vesting period. The weighted-average grant-date fair value of Restricted Stock Awards granted during 2016, 2015, and 2014 was $47.71, $57.21, and $41.61, respectively. A summary of the status of the Company’s Restricted Stock Awards as of December 31, 2016 and changes during the year ended December 31, 2016, is presented below: Weighted Average Grant-Date Restricted Stock Awards Shares Fair Value Nonvested shares at January 1, 2016 540,339 $ 43.05 Granted 182,916 47.71 Vested (220,863 ) 38.79 Canceled (400 ) 48.40 Nonvested shares at December 31, 2016 501,992 46.52 The fair value of all Restricted Stock Awards that vested during 2016, 2015 and 2014 was $8.9 million, $14.0 million and $7.0 million, respectively. As of December 31, 2016, there was $9.5 million of total unrecognized compensation cost related to stock options and restricted stock units granted under the Company’s equity incentive plans. That cost is expected to be recognized over a weighted-average period of 2.2 years. The compensation cost that has been charged against pre-tax income for all of the Company’s stock-based compensation plans was $6.1 million, $6.2 million, and $5.8 million for 2016, 2015, and 2014, respectively. The total income tax benefit recognized in the accompanying consolidated statements of operations for all of the Company’s stock-based employee compensation plans was $2.0 million, $2.0 million, and $1.9 million for 2016, 2015, and 2014, respectively. Cash received from option exercises under all stock-based employee compensation arrangements for 2016, 2015, and 2014 was $1.7 million, $1.8 million, and $6.9 million, respectively. The actual tax benefit realized from exercise, vesting or cancellation of the stock-based employee compensation arrangements during 2016, 2015, and 2014 totaled $1.7 million, $3.2 million, and $3.2 million, respectively, and is reflected as an adjustment to either additional paid-in capital in the accompanying consolidated statements of stockholders’ equity or deferred tax liabilities in the accompanying consolidated balance sheets. |
Pension Plans
Pension Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension Plans | 8. Pension Plans Prior to January 1, 2001, the Company maintained a noncontributory defined benefit pension plan in which substantially all of its employees were eligible to participate upon meeting the pension plan’s participation requirements. The benefits were based on years of service and compensation levels. On January 1, 2001, the Company amended its defined benefit pension plan to determine future benefits using a cash balance formula. On December 31, 2000, benefits credited under the plan’s previous formula were frozen. Under the cash formula, each participant had an account which was credited monthly with 3% of qualified earnings and the interest earned on their previous month-end cash balance. In addition, the Company included a “grandfather” clause which assures that those participating at January 1, 2001 will receive the greater of the benefit calculated under the cash balance plan and the benefit that would have been payable if the defined benefit plan had remained in existence. The benefit payable to a terminated vested participant upon retirement at age 65, or as early as age 55 if the participant had 15 years of service at the time the plan was frozen, is equal to the participant’s account balance, which increases with interest credits over time. At retirement, the employee generally receives the balance in the account as a lump sum. The funding policy of the Company is to contribute annually an amount which equals or exceeds the minimum required by applicable law. On December 31, 2001, the plan was frozen such that no new participants were allowed to enter the plan and existing participants were no longer eligible to earn service credits. As a result of increased lump-sum distributions from the retirement plan during 2016 and 2015, net settlement losses of $1.7 million and $2.4 million were recognized in 2016 and 2015, respectively. These settlement losses have been classified as corporate operating expenses in the accompanying consolidated statements of operations. The following table sets forth the funded status at December 31 (amounts in thousands): 2016 2015 CHANGE IN BENEFIT OBLIGATION: Benefit obligation at beginning of year $ 87,236 $ 94,113 Interest cost 3,173 3,423 Actuarial (gain) loss 304 (3,377 ) Benefits paid (5,353 ) (6,923 ) Benefit obligation at end of year 85,360 87,236 CHANGE IN PLAN ASSETS: Fair value of plan assets at beginning of year 65,439 75,260 Actual return (loss) on plan assets 5,360 (2,898 ) Benefits paid (5,353 ) (6,923 ) Fair value of plan assets at end of year 65,446 65,439 Funded status and accrued pension cost $ (19,914 ) $ (21,797 ) Net periodic pension (income) expense reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): 2016 2015 2014 Interest cost $ 3,173 $ 3,423 $ 3,577 Expected return on plan assets (4,131 ) (4,627 ) (5,597 ) Recognized net actuarial loss 1,047 917 470 Net settlement loss 1,715 2,356 — Total net periodic pension (income) expense $ 1,804 $ 2,069 $ (1,550 ) Assumptions The weighted-average assumptions used to determine the benefit obligation at December 31 are as follows: 2016 2015 2014 Discount rate 3.72 % 3.90 % 3.66 % Rate of compensation increase N/A N/A N/A The weighted-average assumptions used to determine the net periodic pension expense for years ended December 31 are as follows: 2016 2015 2014 Discount rate 3.70 % 3.77 % 4.49 % Rate of compensation increase N/A N/A N/A Expected long-term rate of return on plan assets 6.50 % 6.50 % 7.50 % The rate of increase in future compensation levels was not applicable for any reported years due to the Company amending the plan to freeze the cash balance benefit as described above. The Company determines the overall expected long-term rate of return on plan assets based on its estimate of the return that plan assets will provide over the period that benefits are expected to be paid out. In preparing this estimate, the Company assesses the rates of return on each current allocation of plan assets, return premiums generated by portfolio management, and advice from its third-party actuary and investment consultants. The expected return on plan assets is a long-term assumption and generally does not significantly change annually. While historical returns are considered, the rate of return assumption is primarily based on projections of expected returns based on fair value, using economic data and financial models to estimate the probability of returns. The probability distribution of annualized returns for the portfolio using current asset allocations is used to determine the expected range of returns for a ten-to-twenty-year horizon. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and expense. Plan Assets The plan’s overall strategy is to achieve a rate of return necessary to fund benefit payments by utilizing a variety of asset types, investment strategies and investment managers. The plan seeks to achieve a real long-term rate of return over inflation resulting from income, capital gains, or both, which assists the plan in meeting its long-term objectives. The long-term target allocations for the plan’s assets are managed dynamically according to a sliding scale correlating with the funded status of the plan. As the plan’s funded status increases, allocations are moved away from equity securities toward fixed income securities. Equity securities primarily include large cap and mid cap companies. Fixed income securities primarily include corporate bonds of companies in diversified industries, mortgage-backed securities and U.S. Treasuries. Investments in hedge funds and private equity funds are not held by the plan. The allocation of the defined benefit pension plan’s assets at December 31 are as follows (amounts in thousands): Asset Class 2016 2015 Cash $ 728 $ 983 Equity securities 64,718 64,456 Total $ 65,446 $ 65,439 All of the assets held by the plan consist of money market and mutual funds traded in an active market. The Company determined the fair value of these assets based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1. Periodically, and based on market conditions, the entire account is rebalanced to maintain the desired allocation and the investment policy is reviewed. Within each asset class, plan assets are allocated to various investment styles. Professional managers manage all assets of the plan and professional advisors assist the plan in the attainment of its objectives. Expected Contributions and Benefit Payments The Company does not expect to be required to contribute to its defined benefit pension plan in 2017. Based on the Company’s assumptions discussed above, the Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands): 2017 $ 3,424 2018 4,636 2019 5,231 2020 5,120 2021 5,095 2022 - 2026 29,944 Other Information The Company also maintains non-qualified pension plans (the “Non-Qualified Plans”) to provide benefits to certain key employees. The Non-Qualified Plans are not funded and the beneficiaries’ rights to receive distributions under these plans constitute unsecured claims to be paid from the Company’s general assets. At December 31, 2016, the Non-Qualified Plans’ projected benefit obligations and accumulated benefit obligations were $14.9 million. The Company’s accrued cost related to its qualified and non-qualified pension plans of $34.8 million and $36.9 million at December 31, 2016 and 2015, respectively, is included in other liabilities in the accompanying consolidated balance sheets. The (increase) decrease in the deferred net loss related to the Company’s retirement plans during 2016, 2015 and 2014 resulted in a (decrease) increase in equity of $3.8 million, $0.1 million and $(16.1) million, respectively, net of taxes of $0, $(0.1) million and $2.6 million, respectively. Each of these adjustments to equity due to the change in the minimum liability are included in other comprehensive loss in the accompanying consolidated statements of stockholders’ equity. The net gain recognized in other comprehensive income for the years ended December 31, 2016 and 2015 was $3.8 million and $0.2 million, respectively. Included in accumulated other comprehensive loss at December 31, 2016 and 2015 are unrecognized actuarial losses of $40.4 million and $44.2 million ($27.9 million and $31.7 million net of tax), respectively, that have not yet been recognized in net periodic pension expense. Net losses are amortized into net periodic pension expense based on a corridor approach based on the life expectancy of plan participants expected to receive benefits. The estimated actuarial loss for the retirement plans included in accumulated other comprehensive loss that will be amortized from accumulated other comprehensive loss into net periodic pension expense over the next fiscal year is $1.1 million. |
Postretirement Benefits Other t
Postretirement Benefits Other than Pensions | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Postretirement Benefits Other than Pensions | 9. Postretirement Benefits Other than Pensions The Company sponsors an unfunded defined benefit postretirement health care plan for certain employees and contributes toward the cost of health insurance benefits. In order to be eligible for these postretirement benefits, an employee must retire after attainment of age 55 and completion of 15 years of service, or attainment of age 65 and completion of 10 years of service. The Company’s Benefits Trust Committee determines retiree premiums. The Company amended the plans effective December 31, 2001 such that only retirees currently receiving benefits under the plans and active employees whose age plus years of service total at least 60 and who have at least 10 years of service as of December 31, 2001 remain eligible. The following table reconciles the change in benefit obligation of the postretirement plans to the accrued postretirement liability as reflected in other liabilities in the accompanying consolidated balance sheets at December 31 (amounts in thousands): 2016 2015 Benefit obligation at beginning of year $ 3,559 $ 6,692 Interest cost 120 127 Actuarial gain (47 ) (2,836 ) Benefits paid (418 ) (424 ) Benefit obligation at end of year $ 3,214 $ 3,559 Net postretirement benefit income reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): 2016 2015 2014 Interest cost $ 120 $ 127 $ 221 Amortization of net actuarial loss 242 255 445 Amortization of prior service credit (1,314 ) (1,314 ) (1,314 ) Net postretirement benefit income $ (952 ) $ (932 ) $ (648 ) The discount rate used to determine the benefit obligation at December 31, 2016, 2015 and 2014 was 3.47%, 3.57% and 3.32%, respectively. The discount rate used to determine the net postretirement benefit expense for years ended December 31, 2016, 2015 and 2014 was 3.57%, 3.32% and 3.94%, respectively. The Company expects to contribute $0.3 million to the plan in 2017. Based on the Company’s assumptions discussed above, the Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands): 2017 $ 346 2018 323 2019 309 2020 290 2021 271 2022-2026 1,107 The amortization of net loss and amortization of prior service credit recognized in other comprehensive income for 2016 was $0.2 million and $1.3 million, respectively. Included in accumulated other comprehensive loss at December 31, 2016 are the following amounts that have not yet been recognized in net postretirement benefit expense: unrecognized actuarial losses of $3.4 million ($2.0 million net of tax) and unrecognized prior service credits of $13.7 million ($7.8 million net of tax). The net gain, amortization of net loss, and amortization of prior service credit recognized in other comprehensive income for 2015 was $2.8 million, $0.3 million, and $1.3 million, respectively. Included in accumulated other comprehensive loss at December 31, 2015 are the following amounts that had not yet been recognized in net postretirement benefit expense: unrecognized actuarial losses of $3.7 million ($2.3 million net of tax) and unrecognized prior service credits of $15.1 million ($9.2 million net of tax). The net loss, amortization of net loss, and amortization of prior service credit recognized in other comprehensive income for 2014 was $0.9 million, $0.4 million, and $1.3 million, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Stock Repurchase Authorization On August 20, 2015, the Company announced that its board of directors authorized a share repurchase program for up to $100 million of the Company’s common stock using cash on hand and borrowings under its revolving credit line. The repurchases were intended to be implemented through open market transactions on U.S. exchanges or in privately negotiated transactions, in accordance with applicable securities laws, and any market purchases were made during open trading window periods or pursuant to any applicable Rule 10b5-1 trading plans. The authorization expired December 31, 2016. During the three months ended March 31, 2016, the Company repurchased 0.5 million shares of its common stock for an aggregate purchase price of $24.8 million, which the Company funded using cash on hand and borrowings under its revolving credit facility. The repurchased stock, which represents the entirety of shares that were repurchased under the authorization, was cancelled by the Company and has been reflected as a reduction of retained earnings at December 31, 2016 in the accompanying consolidated financial statements. Dividends During 2016, the Company’s board of directors declared quarterly dividends totaling $3.00 per share of common stock for the full year, or an aggregate of $153.0 million in cash. During 2015, the Company’s board of directors declared quarterly dividends totaling $2.70 per share of common stock for the full year, or an aggregate of $138.4 million in cash. During 2014, the Company’s board of directors declared quarterly dividends totaling $2.20 per share of common stock for the full year, or an aggregate of $112.0 million in cash. To maintain its qualification as a REIT for federal income tax purposes, the Company must distribute at least 90% of its REIT taxable income each year. The Company’s board of directors has approved the Company’s current dividend policy pursuant to which the Company plans to pay a quarterly cash dividend to stockholders in an amount equal to an annualized payment of at least 50% of adjusted funds from operations (as defined by the Company) less maintenance capital expenditures or 100% of REIT taxable income on an annual basis, whichever is greater. The declaration, timing and amount of dividends will be determined by future action of the Company’s board of directors. The dividend policy may be altered at any time by the Company’s board of directors. Treasury Stock On December 18, 2008, following approval by the Human Resources Committee and the Board of Directors, the Company and the Company’s Chairman of the Board of Directors and Chief Executive Officer (“Executive”) entered into an amendment to Executive’s employment agreement. The amendment provided Executive with the option of making an irrevocable election to invest his existing Supplemental Employee Retirement Plan (“SERP”) benefit in Company common stock, which election Executive subsequently made. The investment was made by a rabbi trust in which, during January 2009, the independent trustee of the rabbi trust purchased shares of Company common stock in the open market in compliance with applicable law. Executive is only entitled to a distribution of the Company common stock held by the rabbi trust in satisfaction of his SERP benefit. As such, the Company believes that the ownership of shares of common stock by the rabbi trust and the distribution of those shares to Executive in satisfaction of his SERP benefit meets the requirements necessary so that the Company will not recognize any increase or decrease in expense as a result of subsequent changes in the value of the Company common stock and the purchased shares are treated as treasury stock and the SERP benefit is included in additional paid-in capital in the Company’s accompanying consolidated financial statements. The increase in treasury stock for a particular year represents dividends received on shares of Company common stock held by the rabbi trust. Accumulated Other Comprehensive Loss The Company’s balance in accumulated other comprehensive loss is composed of amounts related to the Company’s minimum pension liability. Changes in accumulated other comprehensive loss consisted of the following (amounts in thousands): Balance, December 31, 2013 $ (9,119 ) Unrealized losses arising during period (20,231 ) Amounts reclassified from accumulated other comprehensive income (235 ) Income tax benefit 3,254 Net other comprehensive loss (17,212 ) Balance, December 31, 2014 $ (26,331 ) Unrealized gains arising during period 1,920 Amounts reclassified from accumulated other comprehensive loss 88 Income tax expense (724 ) Net other comprehensive income 1,284 Balance, December 31, 2015 $ (25,047 ) Unrealized gains arising during period 2,599 Amounts reclassified from accumulated other comprehensive loss 180 Income tax expense — Net other comprehensive income 2,779 Balance, December 31, 2016 $ (22,268 ) Amounts reclassified from accumulated comprehensive (income) loss related to the Company’s minimum pension liability are presented in the accompanying consolidated statements of operations as follows (amounts in thousands): 2016 2015 2014 Other hotel expenses $ (154 ) $ (209 ) $ (309 ) Entertainment operating expenses 26 11 (24 ) Corporate operating expenses 308 286 98 $ 180 $ 88 $ (235 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company has elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company will, however, be subject to corporate income taxes on built-in gains (the excess of fair market value over tax basis at January 1, 2013) that result from gains on the sale of certain assets prior to January 1, 2018. In addition, the Company will continue to be required to pay federal and state corporate income taxes on earnings of its TRSs. The income tax (provision) benefit for continuing operations consists of the following (amounts in thousands): 2016 2015 2014 CURRENT: Federal $ (1,788 ) $ (763 ) $ (2,071 ) State (1,291 ) (1,229 ) (2,339 ) Total current provision (3,079 ) (1,992 ) (4,410 ) DEFERRED: Federal 321 8,866 2,588 State (642 ) (248 ) 3,289 Effect of federal tax law change — 5,229 — Total deferred (provision) benefit (321 ) 13,847 5,877 Total (provision) benefit for income taxes $ (3,400 ) $ 11,855 $ 1,467 In December 2015, the Protecting Americans from Tax Hikes Act of 2015 (the “PATH Act”) was passed. The PATH Act made permanent several key tax provisions including lowering the recognition period related to built-in gains from ten years to five years. As a result, the Company recorded a one-time, non-cash tax benefit of $5.2 million during the fourth quarter of 2015 to reflect this change. The Company is required to distribute at least 90% of its annual taxable income, excluding net capital gains, to its stockholders in order to maintain its qualification as a REIT. The taxability of distributions to stockholders is determined by the Company’s earnings and profits, which differs from net income reported for financial reporting purposes. The estimated taxability of cash distributions to common shareholders is as follows (per common share): 2016 2015 2014 Ordinary income $ 2.98 $ 2.50 $ 2.30 Capital gains 0.17 0.23 0.17 $ 3.15 $ 2.73 $ 2.47 The differences between the income tax provision calculated at the statutory U.S. federal income tax rate of 35% and the actual income tax (provision) benefit recorded for continuing operations are as follows (amounts in thousands): 2016 2015 2014 Statutory federal income tax provision $ (56,914 ) $ (34,774 ) $ (43,750 ) Adjustment for nontaxable income of the REIT 48,680 34,904 44,701 State taxes (net of federal tax benefit and change in state valuation allowance) (1,933 ) (1,477 ) 950 Permanent share-based compensation adjustment 1,571 — — Other permanent items (200 ) (165 ) (160 ) Federal tax credits — — 112 Federal valuation allowance 5,519 8,271 (853 ) Effect of federal tax law change — 5,229 — Other (123 ) (133 ) 467 $ (3,400 ) $ 11,855 $ 1,467 As discussed in Note 1, in 2016, the Company adopted ASU 2016-09. Upon adoption, the Company recorded an immaterial one-time adjustment to retained earnings for prior unrecognized excess tax benefits, net of allowance, as shown in the accompanying consolidated statement of stockholders’ equity for the year ended December 31, 2016. Beginning in 2016, any excess tax benefit or tax deficiency from share-based payment vesting or settlement will be recorded as part of a permanent share-based compensation adjustment. Significant components of the Company’s deferred tax assets and liabilities at December 31 are as follows (amounts in thousands): 2016 2015 DEFERRED TAX ASSETS: Accounting reserves and accruals $ 20,979 $ 21,174 Defined benefit plan 7,665 8,389 Deferred management rights proceeds 69,317 70,483 Federal and State net operating loss carryforwards 51,615 44,932 Tax credits and other carryforwards 819 569 Investment in joint ventures 584 — Other assets 6,171 7,917 Total deferred tax assets 157,150 153,464 Valuation allowance (88,653 ) (88,309 ) Total deferred tax assets, net of valuation allowance 68,497 65,155 DEFERRED TAX LIABILITIES: Property and equipment, net 67,168 63,289 Goodwill and other intangibles 1,201 1,236 Other liabilities 1,597 1,793 Total deferred tax liabilities 69,966 66,318 Net deferred tax liabilities $ 1,469 $ 1,163 Federal net operating loss carryforwards at December 31, 2016 totaled $83.8 million, resulting in a deferred tax benefit of $29.3 million, which will begin to expire in 2033. Charitable contribution carryforwards at December 31, 2016 totaled $2.2 million, resulting in a deferred tax benefit of $0.8 million, which will begin to expire in 2017. The use of certain federal net operating losses, credits and other deferred tax assets are limited to the Company’s future taxable earnings. As a result, a valuation allowance has been provided for certain federal deferred tax assets. The valuation allowance related to federal deferred tax assets increased (decreased) $0.6 million, $(8.3) million and $4.3 million in 2016, 2015 and 2014, respectively. State net operating loss carryforwards at December 31, 2016 totaled $431.3 million, resulting in a deferred tax benefit of $22.3 million, which will expire between 2017 and 2036. The use of certain state net operating losses, credits and other state deferred tax assets are limited to the future taxable earnings of separate legal entities. As a result, a valuation allowance has been provided for certain state deferred tax assets, including loss carryforwards. The valuation allowance related to state deferred tax assets decreased $0.2 million, $1.8 million and $3.5 million in 2016, 2015 and 2014, respectively. Management believes that it is more likely than not that the results of operations will generate sufficient taxable income to realize the deferred tax assets after giving consideration to the valuation allowance. The Company has concluded IRS examinations through the 2010 tax year. For federal income tax purposes and substantially all the states with which the Company has nexus, the statute of limitations has expired through 2012. However, the Company has state net operating loss carryforwards from closed years, which could be adjusted upon audit. The Company is routinely subject to other various jurisdictional income tax audits; however, there were no outstanding state or local audits at December 31, 2016. The Company has been notified that the 2015 consolidated TRS return has been selected for federal examination. At December 31, 2016 and 2015, the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. At December 31, 2016 and 2015, the Company has accrued no interest or penalties related to uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Capital Leases In the accompanying consolidated balance sheets, the following amounts of assets under capitalized lease agreements are included as shown and the related obligations are included in debt (amounts in thousands): 2016 2015 Property and equipment $ 3,636 $ 4,367 Prepaid expenses and other assets 130 130 Accumulated depreciation (2,429 ) (2,872 ) Net assets under capital leases $ 1,337 $ 1,625 Operating Leases Rental expense for operating leases was $12.4 million, $12.3 million, and $14.7 million for 2016, 2015 and 2014, respectively. The Company entered into a 75-year operating lease agreement during 1999 for 65.3 acres of land located in Osceola County, Florida for the development of Gaylord Palms. The lease requires the Company to make annual base lease payments, which were approximately $4.0 million in 2016. The lease agreement provides for an annual 3% escalation of base rent. The terms of this lease require that the Company recognize lease expense on a straight-line basis, which resulted in an annual base lease expense of approximately $9.4 million for 2016, 2015, and 2014. This rent included approximately $5.2 million, $5.4 million, and $5.5 million of non-cash expenses during 2016, 2015, and 2014, respectively. At the end of the 75-year lease term, the Company may extend the operating lease to January 31, 2101, at which point the buildings and fixtures will be transferred to the lessor. The Company also records contingent rental expense based upon net revenues associated with the Gaylord Palms operations. The Company recorded $2.2 million, $2.0 million, and $2.0 million of contingent rental expense related to the Gaylord Palms in 2016, 2015, and 2014, respectively. Future minimum cash lease commitments under all non-cancelable leases in effect at December 31, 2016 are as follows (amounts in thousands): Capital Operating Leases Leases 2017 $ 46 $ 4,279 2018 46 4,348 2019 46 4,478 2020 46 4,613 2021 46 4,751 Years thereafter 750 595,538 Total minimum lease payments 980 $ 618,007 Less amount representing interest (321 ) Total present value of minimum payments 659 Less current portion of obligations (20 ) Long-term obligations $ 639 Other Commitments and Contingencies The Company is self-insured up to a stop loss for certain losses relating to workers’ compensation claims and general liability claims through September 30, 2012, and for certain losses related to employee medical benefits through December 31, 2012. The Company’s insurance program has subsequently transitioned to a low or no deductible program. The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels of claims relating to workers’ compensation, employee medical benefits and general liability for which it is self-insured. The Company has entered into employment agreements with certain officers, which provides for severance payments upon certain events, including after a change of control. The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of other matters. It is the opinion of management that such legal actions will not have a material effect on the results of operations, financial condition or liquidity of the Company. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. At December 31, 2016 and 2015, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included investments held in connection with the Company’s non-qualified contributory deferred compensation plan. The investments held by the Company in connection with its deferred compensation plan consist of money market and mutual funds traded in an active market. The Company determined the fair value of these assets based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of instruments it holds. The Company had no liabilities required to be measured at fair value at December 31, 2016 and December 31, 2015. The Company’s assets measured at fair value on a recurring basis at December 31, were as follows (in thousands): Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2016 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 22,204 $ 22,204 $ — $ — Total assets measured at fair value $ 22,204 $ 22,204 $ — $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 19,289 $ 19,289 $ — $ — Total assets measured at fair value $ 19,289 $ 19,289 $ — $ — The remainder of the assets and liabilities held by the Company at December 31, 2016 are not required to be measured at fair value. The carrying value of certain of these assets and liabilities do not approximate fair value, as described below. As further discussed in Note 3, in connection with the development of Gaylord National, the Company received a series A Bond and a Series B Bond from Prince George’s County, Maryland which had aggregate carrying values of $82.7 million and $70.2 million, respectively, as of December 31, 2016. The fair value of the Series A Bond, which has the senior claim to the cash flows supporting these bonds, approximates carrying value as of December 31, 2016. The fair value of the Series B Bond, based upon current market interest rates of notes receivable with comparable market ratings and current expectations about the timing of debt service payments under the note, which the Company considers as Level 3, was approximately $51 million as of December 31, 2016. While the fair value of the Series B Bond decreased to less than its carrying value during 2011 due to estimated changes in the timing of the debt service payments, the Company has the intent and ability to hold this bond to maturity and expects to receive all debt service payments due under the note. Therefore, the Company does not consider the Series B Bond to be other than temporarily impaired as of December 31, 2016. The carrying amount of short-term financial instruments (cash, short-term investments, trade receivables, accounts payable and accrued liabilities) approximates fair value due to the short maturity of those instruments. The concentration of credit risk on trade receivables is minimized by the large and diverse nature of the Company’s customer base. |
Financial Reporting By Business
Financial Reporting By Business Segments | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Financial Reporting By Business Segments | 14. Financial Reporting By Business Segments The Company’s continuing operations are organized into the following principal business segments: • Hospitality • Entertainment • Corporate and Other The following information (amounts in thousands) is derived directly from the segments’ internal financial reports used for corporate management purposes. 2016 2015 2014 REVENUES: Hospitality $ 1,039,643 $ 994,603 $ 954,166 Entertainment 109,564 97,521 86,825 Corporate and Other — — — Total revenues $ 1,149,207 $ 1,092,124 $ 1,040,991 DEPRECIATION AND AMORTIZATION: Hospitality $ 100,186 $ 105,876 $ 103,422 Entertainment 7,034 5,747 5,258 Corporate and Other 2,596 2,760 3,598 Total depreciation and amortization $ 109,816 $ 114,383 $ 112,278 OPERATING INCOME (LOSS): Hospitality $ 217,564 $ 189,434 $ 162,535 Entertainment 27,980 24,411 21,752 Corporate and Other (31,739 ) (31,674 ) (31,171 ) Preopening costs — (909 ) (11 ) Impairment and other charges — (19,200 ) — Total operating income 213,805 162,062 153,105 Interest expense, net of amounts capitalized (63,906 ) (63,901 ) (61,447 ) Interest income 11,500 12,384 12,075 Loss on extinguishment of debt — — (2,148 ) Loss from joint ventures (2,794 ) — — Other gains and (losses) 4,161 (10,889 ) 23,400 Income before income taxes $ 162,766 $ 99,656 $ 124,985 December 31, December 31, IDENTIFIABLE ASSETS: Hospitality $ 2,206,304 $ 2,141,675 Entertainment 113,441 90,167 Corporate and Other 86,008 99,592 Total identifiable assets $ 2,405,753 $ 2,331,434 The following table represents the capital expenditures by segment for the years ended December 31 (amounts in thousands): 2016 2015 2014 CAPITAL EXPENDITURES: Hospitality $ 96,372 $ 65,651 $ 46,440 Entertainment 20,940 13,477 4,760 Corporate and other 665 687 7,177 Total capital expenditures $ 117,977 $ 79,815 $ 58,377 |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | 15. Quarterly Financial Information (Unaudited) The following is selected unaudited quarterly financial data for the fiscal years ended December 31, 2016 and 2015 (amounts in thousands, except per share data). The sum of the quarterly per share amounts may not equal the annual totals due to rounding. 2016 First Second Third Fourth Revenues $ 261,497 $ 296,215 $ 271,720 $ 319,775 Depreciation and amortization 28,773 26,409 26,706 27,928 Operating income 38,794 66,945 46,567 61,499 Income before income taxes 25,461 52,746 35,415 49,144 (Provision) benefit for income taxes 885 (1,415 ) (1,822 ) (1,048 ) Net income 26,346 51,331 33,593 48,096 Net income available to common stockholders 26,346 51,331 33,593 48,096 Net income per share 0.52 1.01 0.66 0.94 Net income per share — assuming dilution 0.51 1.00 0.66 0.94 2015 First Second Third Fourth Revenues $ 253,148 $ 274,036 $ 252,820 $ 312,120 Depreciation and amortization 28,570 28,399 28,498 28,916 Operating income 35,890 57,015 32,768 36,389 Income before income taxes 4,853 42,255 22,079 30,469 (Provision) benefit for income taxes (321 ) (866 ) 4,612 8,430 Net income 4,532 41,389 26,691 38,899 Net income available to common stockholders 4,532 41,389 26,691 38,899 Net income per share 0.09 0.81 0.52 0.76 Net income per share — assuming dilution 0.09 0.80 0.52 0.75 During the first quarter of 2015, the Company cash settled the remaining outstanding common stock warrants as described in Note 5. The change in the fair value of the derivative liability from December 31, 2014 through the settlement date was a loss of $20.2 million, which is included in other gains and losses, net in the accompanying consolidated statement of operations. During the fourth quarter of 2015, the Company incurred an impairment charge of $16.3 million associated with a previously contemplated expansion at Gaylord Texan, as described in Note 1, which is included in impairment and other charges in the accompanying consolidated statement of operations. During the fourth quarter of 2015, the Company recognized a $6.9 million gain associated with the reimbursement of costs that were previously incurred related to a proposed development in Aurora, Colorado. These costs were impaired in 2012 as part of the Company’s strategic shift away from long-term development, but were reimbursed in 2015 by the current developer. |
Information Concerning Guaranto
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 16. Information Concerning Guarantor and Non-Guarantor Subsidiaries The $350 Million 5% Senior Notes and the $400 Million 5% Senior Notes were each issued by the Operating Partnership and Finco and are guaranteed on a senior unsecured basis by the Company, each of the Company’s four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of the Company’s subsidiaries, each of which guarantees the Operating Partnership’s Credit Facility (such subsidiary guarantors, together with the Company, the “Guarantors”). The subsidiary Guarantors are 100% owned, and the guarantees are full and unconditional and joint and several. Not all of the Company’s subsidiaries have guaranteed the $350 Million 5% Senior Notes and the $400 Million 5% Senior Notes. The following condensed consolidating financial information includes certain allocations of expenses based on management’s best estimates, which are not necessarily indicative of financial position, results of operations and cash flows that these entities would have achieved on a stand-alone basis. RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,600,288 $ 397,724 $ — $ 1,998,012 Cash and cash equivalents - unrestricted 28 1,234 23 57,843 — 59,128 Cash and cash equivalents - restricted — — — 22,062 — 22,062 Notes receivable — — — 152,882 — 152,882 Trade receivables, less allowance — — — 47,818 — 47,818 Investment in Gaylord Rockies joint venture — — — 70,440 — 70,440 Prepaid expenses and other assets 460 42 5 55,407 (503 ) 55,411 Intercompany receivables, net — — 1,640,220 — (1,640,220 ) — Investments 988,467 2,886,113 546,007 803,618 (5,224,205 ) — Total assets $ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,501,895 $ — $ 659 $ — $ 1,502,554 Accounts payable and accrued liabilities 740 8,152 11,863 142,940 (490 ) 163,205 Dividends payable 39,404 — — — — 39,404 Deferred management rights proceeds — — — 180,088 — 180,088 Deferred income tax liabilities, net 828 — 573 68 — 1,469 Other liabilities — — 89,989 61,060 (13 ) 151,036 Intercompany payables, net 579,986 752,852 — 307,382 (1,640,220 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 510 1 1 2,387 (2,389 ) 510 Additional paid-in-capital 893,102 835,294 2,827,692 1,410,611 (5,073,597 ) 893,102 Treasury stock (11,542 ) — — — — (11,542 ) Accumulated deficit (491,805 ) (210,805 ) 856,425 (475,133 ) (170,487 ) (491,805 ) Accumulated other comprehensive loss (22,268 ) — — (22,268 ) 22,268 (22,268 ) Total stockholders’ equity 367,997 624,490 3,684,118 915,597 (5,224,205 ) 367,997 Total liabilities and stockholders’ equity $ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ 6,869 $ — $ 1,622,674 $ 353,273 $ — $ 1,982,816 Cash and cash equivalents - unrestricted 23 1,578 158 54,532 — 56,291 Cash and cash equivalents - restricted — — — 22,355 — 22,355 Notes receivable — — — 152,560 — 152,560 Trade receivables, less allowance — — — 55,033 — 55,033 Prepaid expenses and other assets 7,111 — 116,218 57,264 (118,214 ) 62,379 Intercompany receivables, net — — 1,284,587 — (1,284,587 ) — Investments 976,809 2,795,064 531,628 697,381 (5,000,882 ) — Total assets $ 990,812 $ 2,796,642 $ 3,555,265 $ 1,392,398 $ (6,403,683 ) $ 2,331,434 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,431,032 $ — $ 678 $ — $ 1,431,710 Accounts payable and accrued liabilities 103 8,153 1,390 262,234 (118,497 ) 153,383 Dividends payable 36,868 — — — — 36,868 Deferred management rights proceeds — — — 183,119 — 183,119 Deferred income tax liabilities, net 1,609 — 599 (1,045 ) — 1,163 Other liabilities — — 84,746 60,600 283 145,629 Intercompany payables, net 572,670 506,341 — 205,576 (1,284,587 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 513 1 1 2,387 (2,389 ) 513 Additional paid-in-capital 887,501 996,425 2,812,431 1,213,324 (5,022,180 ) 887,501 Treasury stock (10,001 ) — — — — (10,001 ) Accumulated deficit (473,404 ) (145,310 ) 656,098 (509,428 ) (1,360 ) (473,404 ) Accumulated other comprehensive loss (25,047 ) — — (25,047 ) 25,047 (25,047 ) Total stockholders’ equity 379,562 851,116 3,468,530 681,236 (5,000,882 ) 379,562 Total liabilities and stockholders’ equity $ 990,812 $ 2,796,642 $ 3,555,265 $ 1,392,398 $ (6,403,683 ) $ 2,331,434 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Year Ended December 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 420,011 $ — $ 420,011 Food and beverage — — — 477,493 — 477,493 Other hotel revenue — — 307,840 157,274 (322,975 ) 142,139 Entertainment 209 — — 110,333 (978 ) 109,564 Total revenues 209 — 307,840 1,165,111 (323,953 ) 1,149,207 Operating expenses: Rooms — — — 109,618 — 109,618 Food and beverage — — — 267,307 — 267,307 Other hotel expenses — — 43,197 587,908 (308,331 ) 322,774 Management fees, net — — — 22,194 — 22,194 Total hotel operating expenses — — 43,197 987,027 (308,331 ) 721,893 Entertainment — — — 74,604 (54 ) 74,550 Corporate 355 1,615 2 27,171 — 29,143 Corporate overhead allocation 8,735 — 6,833 — (15,568 ) — Depreciation and amortization 156 — 59,076 50,584 — 109,816 Total operating expenses 9,246 1,615 109,108 1,139,386 (323,953 ) 935,402 Operating income (loss) (9,037 ) (1,615 ) 198,732 25,725 — 213,805 Interest expense, net of amounts capitalized — (63,880 ) — (26 ) — (63,906 ) Interest income 28 — — 11,472 — 11,500 Loss from joint ventures — — — (2,794 ) — (2,794 ) Other gains and (losses), net — — 1,868 2,293 — 4,161 Income (loss) before income taxes (9,009 ) (65,495 ) 200,600 36,670 — 162,766 (Provision) benefit for income taxes (752 ) — (273 ) (2,375 ) — (3,400 ) Equity in subsidiaries’ earnings, net 169,127 — — — (169,127 ) — Net income (loss) $ 159,366 $ (65,495 ) $ 200,327 $ 34,295 $ (169,127 ) $ 159,366 Comprehensive income (loss) $ 162,145 $ (65,495 ) $ 200,327 $ 37,074 $ (171,906 ) $ 162,145 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Year Ended December 31, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 404,457 $ — $ 404,457 Food and beverage — — — 461,157 — 461,157 Other hotel revenue — — 298,698 145,817 (315,526 ) 128,989 Entertainment 261 — — 98,228 (968 ) 97,521 Total revenues 261 — 298,698 1,109,659 (316,494 ) 1,092,124 Operating expenses: Rooms — — — 110,067 — 110,067 Food and beverage — — — 261,580 — 261,580 Other hotel expenses — — 43,388 568,830 (299,229 ) 312,989 Management fees, net — — — 14,657 — 14,657 Total hotel operating expenses — — 43,388 955,134 (299,229 ) 699,293 Entertainment — — — 67,366 (3 ) 67,363 Corporate 328 1,433 2 27,151 — 28,914 Corporate overhead allocation 9,682 — 7,580 — (17,262 ) — Preopening costs — — — 909 — 909 Impairment and other charges — — 16,310 2,890 — 19,200 Depreciation and amortization 127 — 58,998 55,258 — 114,383 Total operating expenses 10,137 1,433 126,278 1,108,708 (316,494 ) 930,062 Operating income (loss) (9,876 ) (1,433 ) 172,420 951 — 162,062 Interest expense, net of amounts capitalized — (64,038 ) 17 120 — (63,901 ) Interest income — — — 12,384 — 12,384 Other gains and (losses), net (13,346 ) — — 2,457 — (10,889 ) Income (loss) before income taxes (23,222 ) (65,471 ) 172,437 15,912 — 99,656 (Provision) benefit for income taxes 5,080 — (222 ) 6,997 — 11,855 Equity in subsidiaries’ earnings, net 129,653 — — — (129,653 ) — Net income (loss) $ 111,511 $ (65,471 ) $ 172,215 $ 22,909 $ (129,653 ) $ 111,511 Comprehensive income (loss) $ 112,795 $ (65,471 ) $ 172,215 $ 24,193 $ (130,937 ) $ 112,795 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Year Ended December 31, 2014 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 384,185 $ — $ 384,185 Food and beverage — — — 437,673 — 437,673 Other hotel revenue — — 286,816 151,005 (305,513 ) 132,308 Entertainment 331 — — 87,433 (939 ) 86,825 Total revenues 331 — 286,816 1,060,296 (306,452 ) 1,040,991 Operating expenses: Rooms — — — 111,864 — 111,864 Food and beverage — — — 248,358 — 248,358 Other hotel expenses — — 44,160 555,131 (287,455 ) 311,836 Management fees, net — — — 16,151 — 16,151 Total hotel operating expenses — — 44,160 931,504 (287,455 ) 688,209 Entertainment — — — 59,747 68 59,815 Corporate 97 1,189 2 26,285 — 27,573 Corporate overhead allocation 10,561 — 8,504 — (19,065 ) — Preopening costs — — — 11 — 11 Depreciation and amortization 84 — 59,420 52,774 — 112,278 Total operating expenses 10,742 1,189 112,086 1,070,321 (306,452 ) 887,886 Operating income (loss) (10,411 ) (1,189 ) 174,730 (10,025 ) — 153,105 Interest expense, net of amounts capitalized (16,918 ) (44,555 ) — 26 — (61,447 ) Interest income — — — 12,075 — 12,075 Loss on extinguishment of debt (2,148 ) — — — — (2,148 ) Other gains and (losses), net 21,892 — — 1,508 — 23,400 Income (loss) before income taxes (7,585 ) (45,744 ) 174,730 3,584 — 124,985 (Provision) benefit for income taxes (2,526 ) (2 ) (210 ) 4,205 — 1,467 Equity in subsidiaries’ earnings, net 136,563 — — — (136,563 ) — Net income (loss) $ 126,452 $ (45,746 ) $ 174,520 $ 7,789 $ (136,563 ) $ 126,452 Comprehensive income (loss) $ 109,240 $ (45,746 ) $ 174,520 $ (9,423 ) $ (119,351 ) $ 109,240 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 171,231 $ (66,344 ) $ 31,365 $ 157,349 $ — $ 293,601 Purchases of property and equipment (507 ) — (36,122 ) (81,348 ) — (117,977 ) Proceeds from sale of Peterson LOI 6,785 — — — — 6,785 Investment in Gaylord Rockies joint venture — — — (70,141 ) — (70,141 ) Decrease in restricted cash and cash equivalents — — — 293 — 293 Other investing activities — — 4,622 (2,823 ) — 1,799 Net cash provided by (used in) investing activities 6,278 — (31,500 ) (154,019 ) — (179,241 ) Net borrowings under credit facility — 76,000 — — — 76,000 Repayments under term loan B — (4,000 ) — — — (4,000 ) Repayment of note payable related to purchase of AC Hotel — (6,000 ) — — — (6,000 ) Repurchase of Company stock for retirement (24,811 ) — — — — (24,811 ) Payment of dividends (151,160 ) — — — — (151,160 ) Proceeds from exercise of stock options 1,702 — — — — 1,702 Payment of tax withholdings for share-based compensation (3,235 ) — — — — (3,235 ) Other financing activities, net — — — (19 ) — (19 ) Net cash provided by (used in) financing activities (177,504 ) 66,000 — (19 ) — (111,523 ) Net change in cash and cash equivalents 5 (344 ) (135 ) 3,311 — 2,837 Cash and cash equivalents at beginning of period 23 1,578 158 54,532 — 56,291 Cash and cash equivalents at end of period $ 28 $ 1,234 $ 23 $ 57,843 $ — $ 59,128 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 277,963 $ (104,168 ) $ 5,794 $ 58,473 $ — $ 238,062 Purchases of property and equipment (422 ) — (5,672 ) (73,721 ) — (79,815 ) Proceeds from sale of Peterson LOI 10,000 — — — — 10,000 Increase in restricted cash and cash equivalents — — — (4,945 ) — (4,945 ) Other investing activities — — — 123 — 123 Net cash provided by (used in) investing activities 9,578 — (5,672 ) (78,543 ) — (74,637 ) Net repayments under credit facility — (280,100 ) — — — (280,100 ) Repayments under term loan B — (4,000 ) — — — (4,000 ) Issuance of senior notes — 400,000 — — — 400,000 Repurchase of common stock warrants (154,681 ) — — — — (154,681 ) Deferred financing costs paid — (11,155 ) — — — (11,155 ) Payment of dividends (131,305 ) — — — — (131,305 ) Proceeds from exercise of stock options 1,776 — — — — 1,776 Payment of tax withholdings for share-based compensation (3,700 ) — — — — (3,700 ) Other financing activities, net — — — (377 ) — (377 ) Net cash provided by (used in) financing activities (287,910 ) 104,745 — (377 ) — (183,542 ) Net change in cash and cash equivalents (369 ) 577 122 (20,447 ) — (20,117 ) Cash and cash equivalents at beginning of period 392 1,001 36 74,979 — 76,408 Cash and cash equivalents at end of period $ 23 $ 1,578 $ 158 $ 54,532 $ — $ 56,291 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantors Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ 641,606 $ (466,285 ) $ (24 ) $ 76,927 $ — $ 252,224 Purchases of property and equipment (6,659 ) — 60 (51,778 ) — (58,377 ) Purchase of AC Hotel — — — (21,206 ) — (21,206 ) Proceeds from sale of Peterson LOI 9,350 — — — — 9,350 Decrease in restricted cash and cash equivalents — — — 2,759 — 2,759 Other investing activities — — — 8,012 — 8,012 Net cash provided by (used in) investing activities 2,691 — 60 (62,213 ) — (59,462 ) Net borrowings under credit facility — 77,000 — — — 77,000 Net borrowing under term loan B — 398,000 — — — 398,000 Repurchase and conversion of convertible notes (358,710 ) — — — — (358,710 ) Repurchase of common stock warrants (177,423 ) — — — — (177,423 ) Deferred financing costs paid — (8,428 ) — — — (8,428 ) Payment of dividends (109,414 ) — — — — (109,414 ) Proceeds from exercise of stock options 6,862 — — — — 6,862 Payment of tax withholdings for share-based compensation (5,220 ) — — — — (5,220 ) Other financing activities, net — — — (600 ) — (600 ) Net cash provided by (used in) financing activities (643,905 ) 466,572 — (600 ) — (177,933 ) Net change in cash and cash equivalents 392 287 36 14,114 — 14,829 Cash and cash equivalents at beginning of period — 714 — 60,865 — 61,579 Cash and cash equivalents at end of period $ 392 $ 1,001 $ 36 $ 74,979 $ — $ 76,408 |
Real Estate and Accumulated Dep
Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2016 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Real Estate and Accumulated Depreciation | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2016 (Amounts in thousands) Initital Cost to Company Gross Amount at End of Year Encmbr Land Bldgs & Impr Costs Land Bldgs & Impr Total (2) Acc Depr Date Acq/ Depr Life Gaylord Opryland (1 ) $ 9,817 $ 77,125 $ 557,399 $ 48,087 $ 596,254 $ 644,341 $ 318,015 1983 20-40 Gaylord Palms (1 ) 21,564 314,661 50,313 34,421 352,117 386,538 143,294 2002 20-40 Gaylord Texan (1 ) 21,235 388,030 78,812 46,406 441,671 488,077 144,661 2004 20-40 Gaylord National (1 ) 43,212 840,261 17,514 46,867 854,120 900,987 186,405 2008 20-40 Inn at Opryland — 2,675 7,248 13,137 2,931 20,129 23,060 7,857 1998 20-40 AC Hotel — 9,079 17,340 3,655 9,099 20,975 30,074 1,074 2014 20-40 Miscellaneous — 21,290 16,250 19,024 38,768 17,796 56,564 17,017 N/A 20-40 — $ 128,872 $ 1,660,915 $ 739,854 $ 226,579 $ 2,303,062 $ 2,529,641 $ 818,323 2016 2015 2014 Investment in real estate: Balance at beginning of year $ 2,510,579 $ 2,488,361 $ 2,436,266 Acquisitions — — 33,077 Improvements 21,899 22,302 19,150 Disposals (2,837 ) (84 ) (132 ) Balance at end of year $ 2,529,641 $ 2,510,579 $ 2,488,361 Accumulated depreciation: Balance at beginning of year $ 754,861 $ 691,691 $ 629,292 Depreciation 63,718 63,180 62,492 Disposals (256 ) (10 ) (93 ) Balance at end of year $ 818,323 $ 754,861 $ 691,691 (1) Pledged as collateral under the Company’s credit facility. At December 31, 2016, $384.5 million in borrowings and letters of credit were outstanding under such facility. (2) The aggregate cost of properties for federal income tax purposes is approximately $2.4 billion at December 31, 2016. |
Description of the Business a25
Description of the Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Business Segments | Business Segments Hospitality The Hospitality segment includes the Gaylord Hotels branded hotels, the Inn at Opryland and the AC Hotel, as well as the Company’s equity investment in the Gaylord Rockies Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”). See Note 4 for further discussion of this investment. Each of the Company’s hotels is managed by Marriott pursuant to a management agreement for each hotel, and Gaylord Rockies will be managed by Marriott upon its opening. Entertainment The Entertainment segment includes all of the Company’s Nashville-based tourist attractions, as well as the Company’s investment in a joint venture associated with a Times Square restaurant and entertainment venue. At December 31, 2016, these include the Grand Ole Opry, the Ryman Auditorium, the General Jackson, the Wildhorse Saloon, and Gaylord Springs, among others. The Entertainment segment also includes WSM-AM. Marriott manages the day-to-day operations of the General Jackson, Gaylord Springs and the Wildhorse Saloon pursuant to management agreements. Corporate and Other The Corporate and Other segment includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including certain costs for the Company’s retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all of its majority-owned subsidiaries. The Company’s investments in non-controlled entities in which it has the ability to exercise significant influence over operating and financial policies are accounted for by the equity method. The Company’s investments in other entities are accounted for using the cost method. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company analyzes its variable interests, including loans, guarantees, management agreements, leasing arrangements and equity investments, to determine if an entity in which it has a variable interest is a variable interest entity (“VIE”). This analysis primarily includes a qualitative review, which is based on a review of the design of the entity, its organizational structure, including decision-making ability, and relevant financial agreements. This analysis is also used to determine if the Company must consolidate the VIE as the primary beneficiary. The terms of the Company’s investment in the Gaylord Rockies joint venture provide that the Company will have the ability to approve certain major decisions affecting the hotel, including, but not limited to, operating budgets, major capital expenditures, material transactions involving the hotel, and approval of designated hotel senior management. The Company also has a right of first offer to acquire the remainder of the project and designated rights to participate in any sales process with respect to the project after exercise of its first offer rights. However, because the power to direct the activities that most significantly impact the economic performance of the hotel are either shared or are held by some combination of the developers and Marriott, the Company is not the primary beneficiary of this variable interest entity, and thus, accounts for its investment in this joint venture under the equity method of accounting. As such, the Company does not consolidate any part of the assets or liabilities of the joint venture. The Company’s share of equity method net income or loss will increase or decrease, as applicable, the carrying value of its equity method investment. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Improvements and significant renovations that extend the lives of existing assets are capitalized. Interest on funds borrowed to finance the construction of major capital additions not funded through furniture, fixtures and equipment reserves is included in the cost of the applicable capital addition. Maintenance and repairs are charged to expense as incurred. Property and equipment are generally depreciated using the straight-line method over the following estimated useful lives: Buildings 40 years Land improvements 20 years Furniture, fixtures and equipment 5-8 years Leasehold improvements The shorter of the lease term or useful life |
Cash and Cash Equivalents - Unrestricted | Cash and Cash Equivalents — Unrestricted The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Cash and Cash Equivalents - Restricted | Cash and Cash Equivalents — Restricted Restricted cash and cash equivalents primarily represent funds held by our property managers for furniture, fixtures and equipment reserves. In addition, the Company holds certificates of deposit with an original maturity of greater than three months. The Company is required to maintain these certificates of deposit in order to secure its Tennessee workers’ compensation self-insurance obligations. For purposes of the statements of cash flows, changes in restricted cash and cash equivalents related to funds for furniture, fixtures and equipment replacement reserves are shown as investing activities. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company provides allowances for doubtful accounts based upon a percentage of revenue and periodic evaluations of the aging of accounts receivable. |
Inventory | Inventory is carried at the lower of cost or market. Cost is computed on an average cost basis. |
Research Development and Computer Software Policy | The Company capitalizes the costs of computer software developed for internal use. Accordingly, the Company has capitalized the external costs and certain internal payroll costs to develop computer software. Deferred software costs are amortized on a straight-line basis over their estimated useful lives of 3 to 5 years. |
Investments | Investments From time to time, the Company has owned minority interest investments in certain businesses. Generally, non-marketable investments (excluding limited partnerships and limited liability company interests) in which the Company owns less than 20 percent are accounted for using the cost method of accounting and investments in which the Company owns between 20 percent and 50 percent and limited partnerships are accounted for using the equity method of accounting. |
Self Insurance Reserve | The Company is self-insured up to a stop loss for certain losses relating to workers’ compensation claims and general liability claims through September 30, 2012, and for certain losses related to employee medical benefits through December 31, 2012. The Company’s insurance program has subsequently transitioned to a low or no deductible program. For workers’ compensation and general liability claims incurred prior to October 1, 2012, and for employee medical benefits claimed prior to January 1, 2013, the Company recognizes self-insured losses based upon estimates of the aggregate liability for uninsured claims incurred using certain actuarial assumptions followed in the insurance industry or the Company’s historical experience. |
Income Taxes | Income Taxes The Company establishes deferred tax assets and liabilities based on the difference between the financial statement and income tax carrying amounts of assets and liabilities using existing tax laws and tax rates. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. See Note 11 for more detail on the Company’s income taxes. |
Deferred Management Rights Proceeds | Deferred Management Rights Proceeds The Company has deferred and amortizes the proceeds received from Marriott that were allocated to the sale of the management rights, as discussed further in Note 6, on a straight line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense in the accompanying consolidated statements of operations. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of loan fees and other costs of financing that are amortized over the term of the related financing agreements, using the effective interest method, and are presented as a reduction of the related debt liability. |
Revenue Recognition | Revenue Recognition Revenues from occupied hotel rooms are recognized as earned on the close of business each day and from concessions and food and beverage sales at the time of the sale. Revenues from other services at the Company’s hotels, such as spa, parking, and transportation services, are recognized at the time services are provided. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are recognized as revenue in the period they are collected. The Company recognizes revenues from the Entertainment segment when services are provided or goods are shipped, as applicable. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase, but are not included in revenue. The Company records a liability upon collection from the customer and relieves the liability when payments are remitted to the applicable governmental agency. |
Management Fees | Management Fees The Company pays Marriott a base management fee of approximately 2% of revenues for the properties that Marriott manages, as well as an incentive fee that is based on profitability. The Company incurred $21.4 million, $17.4 million and $19.6 million in base management fees to Marriott during 2016, 2015 and 2014, respectively. The Company incurred $4.8 million, $1.4 million and $0.4 million in incentive fees to Marriott during 2016, 2015 and 2014, respectively. Management fees are presented in the consolidated statements of operations net of the amortization of the deferred management rights proceeds discussed further in Note 6. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and were $36.7 million, $36.7 million, and $33.3 million for 2016, 2015 and 2014, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company has stock-based employee compensation plans, which are described more fully in Note 7. The Company accounts for its stock-based compensation plan under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Compensation – Stock Compensation |
Preopening Costs | Preopening Costs The Company expenses the costs associated with start-up activities and organization costs associated with its development or reopening of hotels and significant attractions as incurred. The Company’s preopening costs during 2015 primarily relate to the AC Hotel, which opened in April 2015. |
Impairment of Long-Lived and Other Assets | Impairment of Long-Lived and Other Assets In accounting for the Company’s long-lived and other assets (including its notes receivable associated with the development of Gaylord National), the Company assesses its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Recoverability of long-lived assets that will continue to be used is measured by comparing the carrying amount of the asset or asset group to the related total future undiscounted net cash flows. If an asset or asset group’s carrying value is not recoverable through those cash flows, the asset group is considered to be impaired. The impairment is measured by the difference between the assets’ carrying amount and their fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available. Recoverability of the notes receivable associated with Gaylord National is measured by comparing the carrying amount of the notes to the fair value of the notes. If the carrying value is greater than the fair value, the Company then assesses if the decline in fair value is other than temporary. If the decline in fair value is deemed to be other than temporary, which is based on the Company’s intent and ability to hold the notes receivable to maturity and whether it expects to receive all debt service payments due under the notes, then the notes receivable are impaired. See Note 13 for further disclosure. |
Income Per Share | Income Per Share Earnings per share is measured as basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding after considering the effect of conversion of dilutive instruments, calculated using the treasury stock method. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Newly Issued Accounting Standards | Newly Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers In February 2015, the FASB issued ASU No. 2015-02, “ Consolidation – Amendments to the Consolidation Guidance In February 2016, the FASB issued ASU No. 2016-02, “ Leases In March 2016, the FASB issued ASU No. 2016-09, “ Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments |
Description of the Business a26
Description of the Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment | Property and equipment are generally depreciated using the straight-line method over the following estimated useful lives: Buildings 40 years Land improvements 20 years Furniture, fixtures and equipment 5-8 years Leasehold improvements The shorter of the lease term or useful life |
Cash Paid for Interest | Cash paid for interest for the years ended December 31 was comprised of (amounts in thousands): 2016 2015 2014 Debt interest paid $ 60,780 $ 53,978 $ 49,208 Capitalized interest (1,721 ) (169 ) (52 ) Cash paid for interest, net of capitalized interest $ 59,059 $ 53,809 $ 49,156 |
Summary of Prepaid Expense and Other Assets | Prepaid expenses and other assets at December 31 consist of (amounts in thousands): 2016 2015 Peterson note receivable $ — $ 6,785 Prepaid expenses 14,001 15,992 Inventories 8,065 8,051 Deferred software costs 2,796 3,832 Supplemental deferred compensation plan assets 22,204 19,289 Other 8,345 8,430 Total prepaid expenses and other assets $ 55,411 $ 62,379 |
Accounts Payable and Accrued Liabilities of Continuing Operations | Accounts payable and accrued liabilities at December 31 consist of (amounts in thousands): 2016 2015 Trade accounts payable $ 32,315 $ 20,913 Property and other taxes payable 34,844 34,921 Deferred revenues 41,080 47,794 Accrued salaries and benefits 20,567 16,826 Accrued self-insurance reserves 761 1,449 Accrued interest payable 8,152 8,153 Other accrued liabilities 25,486 23,327 Total accounts payable and accrued liabilities $ 163,205 $ 153,383 |
Other Liabilities | Other liabilities at December 31 consist of (amounts in thousands): 2016 2015 Pension and postretirement benefits liability $ 37,988 $ 40,439 Straight-line lease liability 89,959 84,716 Deferred compensation liability 22,204 19,289 Other 885 1,185 Total other liabilities $ 151,036 $ 145,629 |
Income Per Share | Net income per share amounts are calculated as follows for the years ended December 31 (income and share amounts in thousands): 2016 Income Shares Per Share Net income available to common stockholders $ 159,366 51,009 $ 3.12 Effect of dilutive stock-based compensation — 303 — Net income — assuming dilution $ 159,366 51,312 $ 3.11 2015 Income Shares Per Share Net income available to common stockholders $ 111,511 51,241 $ 2.18 Effect of dilutive stock-based compensation — 371 — Net income — assuming dilution $ 111,511 51,612 $ 2.16 2014 Income Shares Per Share Net income available to common stockholders $ 121,035 50,861 $ 2.38 Effect of dilutive stock-based compensation — 487 — Effect of convertible notes — 4,532 — Net income — assuming dilution $ 121,035 55,880 $ 2.17 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment at December 31 is recorded at cost and summarized as follows (amounts in thousands): 2016 2015 Land and land improvements $ 266,053 $ 255,179 Buildings 2,398,117 2,369,851 Furniture, fixtures and equipment 604,876 603,529 Construction in progress 50,273 10,576 3,319,319 3,239,135 Accumulated depreciation (1,321,307 ) (1,256,319 ) Property and equipment, net $ 1,998,012 $ 1,982,816 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Capital Lease Obligations | The Company’s debt and capital lease obligations at December 31 consisted of (amounts in thousands): 2016 2015 Credit Facility, less unamortized deferred financing costs of $5,267 and $7,335 $ 377,133 $ 299,065 $400 Million Term Loan B, less unamortized deferred financing costs of $5,273 and $6,457 384,727 387,543 $350 Million 5% Senior Notes, less unamortized deferred financing costs of $4,246 and $5,107 345,754 344,893 $400 Million 5% Senior Notes, less unamortized deferred financing costs of $5,719 and $6,469 394,281 393,531 AC Hotel note payable, terms as set forth in Note 1 — 6,000 Capital lease obligations 659 678 Total debt 1,502,554 1,431,710 Less amounts due within one year (20 ) (6,019 ) Total long-term debt $ 1,502,534 $ 1,425,691 |
Annual Maturities of Long-Term Debt Excluding Capital Lease Obligations | Annual maturities of long-term debt, excluding capital lease obligations, are as follows (amounts in thousands): $400 Million $350 Million $400 Million Credit Facility Term Loan B 5% Senior Notes 5% Senior Notes Total 2017 $ — $ — $ — $ — $ — 2018 — — — — — 2019 382,400 — — — 382,400 2020 — — — — — 2021 — 390,000 350,000 — 740,000 Years thereafter — — — 400,000 400,000 Total $ 382,400 $ 390,000 $ 350,000 $ 400,000 $ 1,522,400 |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation Activity | A summary of stock option activity under the Company’s equity incentive plans as of December 31, 2016 and changes during the year ended December 31, 2016 is presented below: Weighted Average Number of Exercise Stock Options Shares Price Outstanding at January 1, 2016 206,509 $ 29.55 Granted — — Exercised (186,718 ) 30.38 Canceled (341 ) 46.03 Outstanding at December 31, 2016 19,450 21.31 Exercisable at December 31, 2016 19,450 21.31 A summary of the status of the Company’s Restricted Stock Awards as of December 31, 2016 and changes during the year ended December 31, 2016, is presented below: Weighted Average Grant-Date Restricted Stock Awards Shares Fair Value Nonvested shares at January 1, 2016 540,339 $ 43.05 Granted 182,916 47.71 Vested (220,863 ) 38.79 Canceled (400 ) 48.40 Nonvested shares at December 31, 2016 501,992 46.52 |
Pension Plans (Tables)
Pension Plans (Tables) - Pension Plan [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Funded Status and Accrued Pension Cost | The following table sets forth the funded status at December 31 (amounts in thousands): 2016 2015 CHANGE IN BENEFIT OBLIGATION: Benefit obligation at beginning of year $ 87,236 $ 94,113 Interest cost 3,173 3,423 Actuarial (gain) loss 304 (3,377 ) Benefits paid (5,353 ) (6,923 ) Benefit obligation at end of year 85,360 87,236 CHANGE IN PLAN ASSETS: Fair value of plan assets at beginning of year 65,439 75,260 Actual return (loss) on plan assets 5,360 (2,898 ) Benefits paid (5,353 ) (6,923 ) Fair value of plan assets at end of year 65,446 65,439 Funded status and accrued pension cost $ (19,914 ) $ (21,797 ) |
Allocation of Defined Benefit Pension Plans Assets | The allocation of the defined benefit pension plan’s assets at December 31 are as follows (amounts in thousands): Asset Class 2016 2015 Cash $ 728 $ 983 Equity securities 64,718 64,456 Total $ 65,446 $ 65,439 |
Benefit Obligation [Member] | |
Assumptions Used to Determine Benefit Obligations | The weighted-average assumptions used to determine the benefit obligation at December 31 are as follows: 2016 2015 2014 Discount rate 3.72 % 3.90 % 3.66 % Rate of compensation increase N/A N/A N/A |
Pension Expense [Member] | |
Assumptions Used to Determine Benefit Obligations | The weighted-average assumptions used to determine the net periodic pension expense for years ended December 31 are as follows: 2016 2015 2014 Discount rate 3.70 % 3.77 % 4.49 % Rate of compensation increase N/A N/A N/A Expected long-term rate of return on plan assets 6.50 % 6.50 % 7.50 % |
Postretirement Benefits Other31
Postretirement Benefits Other than Pensions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Pension Plan [Member] | |
Net Periodic Pension (Income) Expense | Net periodic pension (income) expense reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): 2016 2015 2014 Interest cost $ 3,173 $ 3,423 $ 3,577 Expected return on plan assets (4,131 ) (4,627 ) (5,597 ) Recognized net actuarial loss 1,047 917 470 Net settlement loss 1,715 2,356 — Total net periodic pension (income) expense $ 1,804 $ 2,069 $ (1,550 ) |
Expected Future Benefit Payments | Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands): 2017 $ 3,424 2018 4,636 2019 5,231 2020 5,120 2021 5,095 2022 - 2026 29,944 |
Other Postretirement Benefit Plan [Member] | |
Net Periodic Pension (Income) Expense | Net postretirement benefit income reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): 2016 2015 2014 Interest cost $ 120 $ 127 $ 221 Amortization of net actuarial loss 242 255 445 Amortization of prior service credit (1,314 ) (1,314 ) (1,314 ) Net postretirement benefit income $ (952 ) $ (932 ) $ (648 ) |
Expected Future Benefit Payments | The Company expects to contribute $0.3 million to the plan in 2017. Based on the Company’s assumptions discussed above, the Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands): 2017 $ 346 2018 323 2019 309 2020 290 2021 271 2022-2026 1,107 |
Change in Benefit Obligation of the Postretirement Plans to the Accrued Postretirement Liability | The following table reconciles the change in benefit obligation of the postretirement plans to the accrued postretirement liability as reflected in other liabilities in the accompanying consolidated balance sheets at December 31 (amounts in thousands): 2016 2015 Benefit obligation at beginning of year $ 3,559 $ 6,692 Interest cost 120 127 Actuarial gain (47 ) (2,836 ) Benefits paid (418 ) (424 ) Benefit obligation at end of year $ 3,214 $ 3,559 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Loss | Changes in accumulated other comprehensive loss consisted of the following (amounts in thousands): Balance, December 31, 2013 $ (9,119 ) Unrealized losses arising during period (20,231 ) Amounts reclassified from accumulated other comprehensive income (235 ) Income tax benefit 3,254 Net other comprehensive loss (17,212 ) Balance, December 31, 2014 $ (26,331 ) Unrealized gains arising during period 1,920 Amounts reclassified from accumulated other comprehensive loss 88 Income tax expense (724 ) Net other comprehensive income 1,284 Balance, December 31, 2015 $ (25,047 ) Unrealized gains arising during period 2,599 Amounts reclassified from accumulated other comprehensive loss 180 Income tax expense — Net other comprehensive income 2,779 Balance, December 31, 2016 $ (22,268 ) |
Summary of Amount Reclassified from Accumulated Comprehensive Loss Related to Company's Minimum Pension Liability | Amounts reclassified from accumulated comprehensive (income) loss related to the Company’s minimum pension liability are presented in the accompanying consolidated statements of operations as follows (amounts in thousands): 2016 2015 2014 Other hotel expenses $ (154 ) $ (209 ) $ (309 ) Entertainment operating expenses 26 11 (24 ) Corporate operating expenses 308 286 98 $ 180 $ 88 $ (235 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
(Provision) Benefit for Income Taxes from Continuing Operations | The income tax (provision) benefit for continuing operations consists of the following (amounts in thousands): 2016 2015 2014 CURRENT: Federal $ (1,788 ) $ (763 ) $ (2,071 ) State (1,291 ) (1,229 ) (2,339 ) Total current provision (3,079 ) (1,992 ) (4,410 ) DEFERRED: Federal 321 8,866 2,588 State (642 ) (248 ) 3,289 Effect of federal tax law change — 5,229 — Total deferred (provision) benefit (321 ) 13,847 5,877 Total (provision) benefit for income taxes $ (3,400 ) $ 11,855 $ 1,467 |
Summary of Taxability of Cash Distributions Paid on Common Shares | The estimated taxability of cash distributions to common shareholders is as follows (per common share): 2016 2015 2014 Ordinary income $ 2.98 $ 2.50 $ 2.30 Capital gains 0.17 0.23 0.17 $ 3.15 $ 2.73 $ 2.47 |
Differences Between the Income Tax (Provision) Benefit Calculated at the Statutory U.S. Federal Income Tax Rate of 35% and the Actual Income Tax Benefit Recorded for Continuing Operations | The differences between the income tax provision calculated at the statutory U.S. federal income tax rate of 35% and the actual income tax (provision) benefit recorded for continuing operations are as follows (amounts in thousands): 2016 2015 2014 Statutory federal income tax provision $ (56,914 ) $ (34,774 ) $ (43,750 ) Adjustment for nontaxable income of the REIT 48,680 34,904 44,701 State taxes (net of federal tax benefit and change in state valuation allowance) (1,933 ) (1,477 ) 950 Permanent share-based compensation adjustment 1,571 — — Other permanent items (200 ) (165 ) (160 ) Federal tax credits — — 112 Federal valuation allowance 5,519 8,271 (853 ) Effect of federal tax law change — 5,229 — Other (123 ) (133 ) 467 $ (3,400 ) $ 11,855 $ 1,467 |
Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities at December 31 are as follows (amounts in thousands): 2016 2015 DEFERRED TAX ASSETS: Accounting reserves and accruals $ 20,979 $ 21,174 Defined benefit plan 7,665 8,389 Deferred management rights proceeds 69,317 70,483 Federal and State net operating loss carryforwards 51,615 44,932 Tax credits and other carryforwards 819 569 Investment in joint ventures 584 — Other assets 6,171 7,917 Total deferred tax assets 157,150 153,464 Valuation allowance (88,653 ) (88,309 ) Total deferred tax assets, net of valuation allowance 68,497 65,155 DEFERRED TAX LIABILITIES: Property and equipment, net 67,168 63,289 Goodwill and other intangibles 1,201 1,236 Other liabilities 1,597 1,793 Total deferred tax liabilities 69,966 66,318 Net deferred tax liabilities $ 1,469 $ 1,163 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Amounts of Assets Under Capitalized Lease Agreements and Related Obligations are Included in Debt | In the accompanying consolidated balance sheets, the following amounts of assets under capitalized lease agreements are included as shown and the related obligations are included in debt (amounts in thousands): 2016 2015 Property and equipment $ 3,636 $ 4,367 Prepaid expenses and other assets 130 130 Accumulated depreciation (2,429 ) (2,872 ) Net assets under capital leases $ 1,337 $ 1,625 |
Future Minimum Cash Lease Commitments Under All Non-Cancelable Leases in Effect for Continuing Operations | Future minimum cash lease commitments under all non-cancelable leases in effect at December 31, 2016 are as follows (amounts in thousands): Capital Operating Leases Leases 2017 $ 46 $ 4,279 2018 46 4,348 2019 46 4,478 2020 46 4,613 2021 46 4,751 Years thereafter 750 595,538 Total minimum lease payments 980 $ 618,007 Less amount representing interest (321 ) Total present value of minimum payments 659 Less current portion of obligations (20 ) Long-term obligations $ 639 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on Recurring Basis | The Company had no liabilities required to be measured at fair value at December 31, 2016 and December 31, 2015. The Company’s assets measured at fair value on a recurring basis at December 31, were as follows (in thousands): Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2016 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 22,204 $ 22,204 $ — $ — Total assets measured at fair value $ 22,204 $ 22,204 $ — $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 19,289 $ 19,289 $ — $ — Total assets measured at fair value $ 19,289 $ 19,289 $ — $ — |
Financial Reporting By Busine36
Financial Reporting By Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segments Internal Financial Reports | The following information (amounts in thousands) is derived directly from the segments’ internal financial reports used for corporate management purposes. 2016 2015 2014 REVENUES: Hospitality $ 1,039,643 $ 994,603 $ 954,166 Entertainment 109,564 97,521 86,825 Corporate and Other — — — Total revenues $ 1,149,207 $ 1,092,124 $ 1,040,991 DEPRECIATION AND AMORTIZATION: Hospitality $ 100,186 $ 105,876 $ 103,422 Entertainment 7,034 5,747 5,258 Corporate and Other 2,596 2,760 3,598 Total depreciation and amortization $ 109,816 $ 114,383 $ 112,278 OPERATING INCOME (LOSS): Hospitality $ 217,564 $ 189,434 $ 162,535 Entertainment 27,980 24,411 21,752 Corporate and Other (31,739 ) (31,674 ) (31,171 ) Preopening costs — (909 ) (11 ) Impairment and other charges — (19,200 ) — Total operating income 213,805 162,062 153,105 Interest expense, net of amounts capitalized (63,906 ) (63,901 ) (61,447 ) Interest income 11,500 12,384 12,075 Loss on extinguishment of debt — — (2,148 ) Loss from joint ventures (2,794 ) — — Other gains and (losses) 4,161 (10,889 ) 23,400 Income before income taxes $ 162,766 $ 99,656 $ 124,985 December 31, December 31, IDENTIFIABLE ASSETS: Hospitality $ 2,206,304 $ 2,141,675 Entertainment 113,441 90,167 Corporate and Other 86,008 99,592 Total identifiable assets $ 2,405,753 $ 2,331,434 |
Capital Expenditures for Continuing Operations | The following table represents the capital expenditures by segment for the years ended December 31 (amounts in thousands): 2016 2015 2014 CAPITAL EXPENDITURES: Hospitality $ 96,372 $ 65,651 $ 46,440 Entertainment 20,940 13,477 4,760 Corporate and other 665 687 7,177 Total capital expenditures $ 117,977 $ 79,815 $ 58,377 |
Quarterly Financial Informati37
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Financial Data | The following is selected unaudited quarterly financial data for the fiscal years ended December 31, 2016 and 2015 (amounts in thousands, except per share data). The sum of the quarterly per share amounts may not equal the annual totals due to rounding. 2016 First Second Third Fourth Revenues $ 261,497 $ 296,215 $ 271,720 $ 319,775 Depreciation and amortization 28,773 26,409 26,706 27,928 Operating income 38,794 66,945 46,567 61,499 Income before income taxes 25,461 52,746 35,415 49,144 (Provision) benefit for income taxes 885 (1,415 ) (1,822 ) (1,048 ) Net income 26,346 51,331 33,593 48,096 Net income available to common stockholders 26,346 51,331 33,593 48,096 Net income per share 0.52 1.01 0.66 0.94 Net income per share — assuming dilution 0.51 1.00 0.66 0.94 2015 First Second Third Fourth Revenues $ 253,148 $ 274,036 $ 252,820 $ 312,120 Depreciation and amortization 28,570 28,399 28,498 28,916 Operating income 35,890 57,015 32,768 36,389 Income before income taxes 4,853 42,255 22,079 30,469 (Provision) benefit for income taxes (321 ) (866 ) 4,612 8,430 Net income 4,532 41,389 26,691 38,899 Net income available to common stockholders 4,532 41,389 26,691 38,899 Net income per share 0.09 0.81 0.52 0.76 Net income per share — assuming dilution 0.09 0.80 0.52 0.75 |
Information Concerning Guaran38
Information Concerning Guarantor and Non-Guarantor Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Balance Sheet | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ — $ — $ 1,600,288 $ 397,724 $ — $ 1,998,012 Cash and cash equivalents - unrestricted 28 1,234 23 57,843 — 59,128 Cash and cash equivalents - restricted — — — 22,062 — 22,062 Notes receivable — — — 152,882 — 152,882 Trade receivables, less allowance — — — 47,818 — 47,818 Investment in Gaylord Rockies joint venture — — — 70,440 — 70,440 Prepaid expenses and other assets 460 42 5 55,407 (503 ) 55,411 Intercompany receivables, net — — 1,640,220 — (1,640,220 ) — Investments 988,467 2,886,113 546,007 803,618 (5,224,205 ) — Total assets $ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,501,895 $ — $ 659 $ — $ 1,502,554 Accounts payable and accrued liabilities 740 8,152 11,863 142,940 (490 ) 163,205 Dividends payable 39,404 — — — — 39,404 Deferred management rights proceeds — — — 180,088 — 180,088 Deferred income tax liabilities, net 828 — 573 68 — 1,469 Other liabilities — — 89,989 61,060 (13 ) 151,036 Intercompany payables, net 579,986 752,852 — 307,382 (1,640,220 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 510 1 1 2,387 (2,389 ) 510 Additional paid-in-capital 893,102 835,294 2,827,692 1,410,611 (5,073,597 ) 893,102 Treasury stock (11,542 ) — — — — (11,542 ) Accumulated deficit (491,805 ) (210,805 ) 856,425 (475,133 ) (170,487 ) (491,805 ) Accumulated other comprehensive loss (22,268 ) — — (22,268 ) 22,268 (22,268 ) Total stockholders’ equity 367,997 624,490 3,684,118 915,597 (5,224,205 ) 367,997 Total liabilities and stockholders’ equity $ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ 6,869 $ — $ 1,622,674 $ 353,273 $ — $ 1,982,816 Cash and cash equivalents - unrestricted 23 1,578 158 54,532 — 56,291 Cash and cash equivalents - restricted — — — 22,355 — 22,355 Notes receivable — — — 152,560 — 152,560 Trade receivables, less allowance — — — 55,033 — 55,033 Prepaid expenses and other assets 7,111 — 116,218 57,264 (118,214 ) 62,379 Intercompany receivables, net — — 1,284,587 — (1,284,587 ) — Investments 976,809 2,795,064 531,628 697,381 (5,000,882 ) — Total assets $ 990,812 $ 2,796,642 $ 3,555,265 $ 1,392,398 $ (6,403,683 ) $ 2,331,434 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,431,032 $ — $ 678 $ — $ 1,431,710 Accounts payable and accrued liabilities 103 8,153 1,390 262,234 (118,497 ) 153,383 Dividends payable 36,868 — — — — 36,868 Deferred management rights proceeds — — — 183,119 — 183,119 Deferred income tax liabilities, net 1,609 — 599 (1,045 ) — 1,163 Other liabilities — — 84,746 60,600 283 145,629 Intercompany payables, net 572,670 506,341 — 205,576 (1,284,587 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 513 1 1 2,387 (2,389 ) 513 Additional paid-in-capital 887,501 996,425 2,812,431 1,213,324 (5,022,180 ) 887,501 Treasury stock (10,001 ) — — — — (10,001 ) Accumulated deficit (473,404 ) (145,310 ) 656,098 (509,428 ) (1,360 ) (473,404 ) Accumulated other comprehensive loss (25,047 ) — — (25,047 ) 25,047 (25,047 ) Total stockholders’ equity 379,562 851,116 3,468,530 681,236 (5,000,882 ) 379,562 Total liabilities and stockholders’ equity $ 990,812 $ 2,796,642 $ 3,555,265 $ 1,392,398 $ (6,403,683 ) $ 2,331,434 |
Condensed Consolidating Statement of Operations and Comprehensive Income | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Year Ended December 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 420,011 $ — $ 420,011 Food and beverage — — — 477,493 — 477,493 Other hotel revenue — — 307,840 157,274 (322,975 ) 142,139 Entertainment 209 — — 110,333 (978 ) 109,564 Total revenues 209 — 307,840 1,165,111 (323,953 ) 1,149,207 Operating expenses: Rooms — — — 109,618 — 109,618 Food and beverage — — — 267,307 — 267,307 Other hotel expenses — — 43,197 587,908 (308,331 ) 322,774 Management fees, net — — — 22,194 — 22,194 Total hotel operating expenses — — 43,197 987,027 (308,331 ) 721,893 Entertainment — — — 74,604 (54 ) 74,550 Corporate 355 1,615 2 27,171 — 29,143 Corporate overhead allocation 8,735 — 6,833 — (15,568 ) — Depreciation and amortization 156 — 59,076 50,584 — 109,816 Total operating expenses 9,246 1,615 109,108 1,139,386 (323,953 ) 935,402 Operating income (loss) (9,037 ) (1,615 ) 198,732 25,725 — 213,805 Interest expense, net of amounts capitalized — (63,880 ) — (26 ) — (63,906 ) Interest income 28 — — 11,472 — 11,500 Loss from joint ventures — — — (2,794 ) — (2,794 ) Other gains and (losses), net — — 1,868 2,293 — 4,161 Income (loss) before income taxes (9,009 ) (65,495 ) 200,600 36,670 — 162,766 (Provision) benefit for income taxes (752 ) — (273 ) (2,375 ) — (3,400 ) Equity in subsidiaries’ earnings, net 169,127 — — — (169,127 ) — Net income (loss) $ 159,366 $ (65,495 ) $ 200,327 $ 34,295 $ (169,127 ) $ 159,366 Comprehensive income (loss) $ 162,145 $ (65,495 ) $ 200,327 $ 37,074 $ (171,906 ) $ 162,145 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Year Ended December 31, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 404,457 $ — $ 404,457 Food and beverage — — — 461,157 — 461,157 Other hotel revenue — — 298,698 145,817 (315,526 ) 128,989 Entertainment 261 — — 98,228 (968 ) 97,521 Total revenues 261 — 298,698 1,109,659 (316,494 ) 1,092,124 Operating expenses: Rooms — — — 110,067 — 110,067 Food and beverage — — — 261,580 — 261,580 Other hotel expenses — — 43,388 568,830 (299,229 ) 312,989 Management fees, net — — — 14,657 — 14,657 Total hotel operating expenses — — 43,388 955,134 (299,229 ) 699,293 Entertainment — — — 67,366 (3 ) 67,363 Corporate 328 1,433 2 27,151 — 28,914 Corporate overhead allocation 9,682 — 7,580 — (17,262 ) — Preopening costs — — — 909 — 909 Impairment and other charges — — 16,310 2,890 — 19,200 Depreciation and amortization 127 — 58,998 55,258 — 114,383 Total operating expenses 10,137 1,433 126,278 1,108,708 (316,494 ) 930,062 Operating income (loss) (9,876 ) (1,433 ) 172,420 951 — 162,062 Interest expense, net of amounts capitalized — (64,038 ) 17 120 — (63,901 ) Interest income — — — 12,384 — 12,384 Other gains and (losses), net (13,346 ) — — 2,457 — (10,889 ) Income (loss) before income taxes (23,222 ) (65,471 ) 172,437 15,912 — 99,656 (Provision) benefit for income taxes 5,080 — (222 ) 6,997 — 11,855 Equity in subsidiaries’ earnings, net 129,653 — — — (129,653 ) — Net income (loss) $ 111,511 $ (65,471 ) $ 172,215 $ 22,909 $ (129,653 ) $ 111,511 Comprehensive income (loss) $ 112,795 $ (65,471 ) $ 172,215 $ 24,193 $ (130,937 ) $ 112,795 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Year Ended December 31, 2014 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 384,185 $ — $ 384,185 Food and beverage — — — 437,673 — 437,673 Other hotel revenue — — 286,816 151,005 (305,513 ) 132,308 Entertainment 331 — — 87,433 (939 ) 86,825 Total revenues 331 — 286,816 1,060,296 (306,452 ) 1,040,991 Operating expenses: Rooms — — — 111,864 — 111,864 Food and beverage — — — 248,358 — 248,358 Other hotel expenses — — 44,160 555,131 (287,455 ) 311,836 Management fees, net — — — 16,151 — 16,151 Total hotel operating expenses — — 44,160 931,504 (287,455 ) 688,209 Entertainment — — — 59,747 68 59,815 Corporate 97 1,189 2 26,285 — 27,573 Corporate overhead allocation 10,561 — 8,504 — (19,065 ) — Preopening costs — — — 11 — 11 Depreciation and amortization 84 — 59,420 52,774 — 112,278 Total operating expenses 10,742 1,189 112,086 1,070,321 (306,452 ) 887,886 Operating income (loss) (10,411 ) (1,189 ) 174,730 (10,025 ) — 153,105 Interest expense, net of amounts capitalized (16,918 ) (44,555 ) — 26 — (61,447 ) Interest income — — — 12,075 — 12,075 Loss on extinguishment of debt (2,148 ) — — — — (2,148 ) Other gains and (losses), net 21,892 — — 1,508 — 23,400 Income (loss) before income taxes (7,585 ) (45,744 ) 174,730 3,584 — 124,985 (Provision) benefit for income taxes (2,526 ) (2 ) (210 ) 4,205 — 1,467 Equity in subsidiaries’ earnings, net 136,563 — — — (136,563 ) — Net income (loss) $ 126,452 $ (45,746 ) $ 174,520 $ 7,789 $ (136,563 ) $ 126,452 Comprehensive income (loss) $ 109,240 $ (45,746 ) $ 174,520 $ (9,423 ) $ (119,351 ) $ 109,240 |
Condensed Consolidating Statement of Cash Flows | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 171,231 $ (66,344 ) $ 31,365 $ 157,349 $ — $ 293,601 Purchases of property and equipment (507 ) — (36,122 ) (81,348 ) — (117,977 ) Proceeds from sale of Peterson LOI 6,785 — — — — 6,785 Investment in Gaylord Rockies joint venture — — — (70,141 ) — (70,141 ) Decrease in restricted cash and cash equivalents — — — 293 — 293 Other investing activities — — 4,622 (2,823 ) — 1,799 Net cash provided by (used in) investing activities 6,278 — (31,500 ) (154,019 ) — (179,241 ) Net borrowings under credit facility — 76,000 — — — 76,000 Repayments under term loan B — (4,000 ) — — — (4,000 ) Repayment of note payable related to purchase of AC Hotel — (6,000 ) — — — (6,000 ) Repurchase of Company stock for retirement (24,811 ) — — — — (24,811 ) Payment of dividends (151,160 ) — — — — (151,160 ) Proceeds from exercise of stock options 1,702 — — — — 1,702 Payment of tax withholdings for share-based compensation (3,235 ) — — — — (3,235 ) Other financing activities, net — — — (19 ) — (19 ) Net cash provided by (used in) financing activities (177,504 ) 66,000 — (19 ) — (111,523 ) Net change in cash and cash equivalents 5 (344 ) (135 ) 3,311 — 2,837 Cash and cash equivalents at beginning of period 23 1,578 158 54,532 — 56,291 Cash and cash equivalents at end of period $ 28 $ 1,234 $ 23 $ 57,843 $ — $ 59,128 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 277,963 $ (104,168 ) $ 5,794 $ 58,473 $ — $ 238,062 Purchases of property and equipment (422 ) — (5,672 ) (73,721 ) — (79,815 ) Proceeds from sale of Peterson LOI 10,000 — — — — 10,000 Increase in restricted cash and cash equivalents — — — (4,945 ) — (4,945 ) Other investing activities — — — 123 — 123 Net cash provided by (used in) investing activities 9,578 — (5,672 ) (78,543 ) — (74,637 ) Net repayments under credit facility — (280,100 ) — — — (280,100 ) Repayments under term loan B — (4,000 ) — — — (4,000 ) Issuance of senior notes — 400,000 — — — 400,000 Repurchase of common stock warrants (154,681 ) — — — — (154,681 ) Deferred financing costs paid — (11,155 ) — — — (11,155 ) Payment of dividends (131,305 ) — — — — (131,305 ) Proceeds from exercise of stock options 1,776 — — — — 1,776 Payment of tax withholdings for share-based compensation (3,700 ) — — — — (3,700 ) Other financing activities, net — — — (377 ) — (377 ) Net cash provided by (used in) financing activities (287,910 ) 104,745 — (377 ) — (183,542 ) Net change in cash and cash equivalents (369 ) 577 122 (20,447 ) — (20,117 ) Cash and cash equivalents at beginning of period 392 1,001 36 74,979 — 76,408 Cash and cash equivalents at end of period $ 23 $ 1,578 $ 158 $ 54,532 $ — $ 56,291 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantors Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ 641,606 $ (466,285 ) $ (24 ) $ 76,927 $ — $ 252,224 Purchases of property and equipment (6,659 ) — 60 (51,778 ) — (58,377 ) Purchase of AC Hotel — — — (21,206 ) — (21,206 ) Proceeds from sale of Peterson LOI 9,350 — — — — 9,350 Decrease in restricted cash and cash equivalents — — — 2,759 — 2,759 Other investing activities — — — 8,012 — 8,012 Net cash provided by (used in) investing activities 2,691 — 60 (62,213 ) — (59,462 ) Net borrowings under credit facility — 77,000 — — — 77,000 Net borrowing under term loan B — 398,000 — — — 398,000 Repurchase and conversion of convertible notes (358,710 ) — — — — (358,710 ) Repurchase of common stock warrants (177,423 ) — — — — (177,423 ) Deferred financing costs paid — (8,428 ) — — — (8,428 ) Payment of dividends (109,414 ) — — — — (109,414 ) Proceeds from exercise of stock options 6,862 — — — — 6,862 Payment of tax withholdings for share-based compensation (5,220 ) — — — — (5,220 ) Other financing activities, net — — — (600 ) — (600 ) Net cash provided by (used in) financing activities (643,905 ) 466,572 — (600 ) — (177,933 ) Net change in cash and cash equivalents 392 287 36 14,114 — 14,829 Cash and cash equivalents at beginning of period — 714 — 60,865 — 61,579 Cash and cash equivalents at end of period $ 392 $ 1,001 $ 36 $ 74,979 $ — $ 76,408 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)a | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of owned subsidiaries | 100.00% | ||||
Cash payments (refunds) of income taxes | $ 1,700 | $ 5,200 | $ (100) | ||
Proceeds from Peterson note receivable | 6,785 | 10,000 | 9,350 | ||
Amortization expense of deferred software costs | $ 1,700 | 2,100 | 2,300 | ||
Term of management rights for income amortization | 65 years | ||||
Amortization of deferred financing costs | $ 4,863 | 5,505 | 5,959 | ||
Write-off of deferred financing costs | 1,926 | ||||
Base Management fee | 2.00% | ||||
Total Base Management fee | $ 21,400 | 17,400 | 19,600 | ||
Incentive fees | 4,800 | 1,400 | 400 | ||
Advertising costs included in continuing operations | $ 36,700 | 36,700 | 33,300 | ||
Impairment charge | $ 16,300 | 19,200 | |||
Share repurchase agreement cost recognized | 5,417 | ||||
Osceola County [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Land area covered under operating lease agreement | a | 65.3 | ||||
Grapevine [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Land area covered under operating lease agreement | a | 10 | ||||
Peterson Companies [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Bond issued, face value | $ 26,100 | ||||
Term of Peterson Note | 3 years | ||||
Proceeds from Peterson note receivable | $ 6,800 | 10,000 | $ 9,350 | ||
Minimum [Member] | Software Development [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of deferred software costs | 3 years | ||||
Maximum [Member] | Software Development [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of deferred software costs | 5 years | ||||
3.75% Convertible Senior Notes [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Write-off of deferred financing costs | $ 300 | ||||
Interest | 3.75% | ||||
Maturity year of note | 2,014 | ||||
$1 Billion Credit Facility [Member] | Senior Secured Term Loan Facility [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Write-off of deferred financing costs | $ 1,900 |
Description of Business and S40
Description of Business and Summary of Significant Accounting Policies - Acquisitions and Investments - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($)aRoom | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |||
Total Debt | $ 1,502,554 | $ 1,431,710 | |
AC Hotel Note Payable [Member] | |||
Business Acquisition [Line Items] | |||
Total Debt | $ 6,000 | $ 6,000 | |
Aloft Hotel National Harbor [Member] | |||
Business Acquisition [Line Items] | |||
Number of room purchased | Room | 192 | ||
Purchase price of hotel | $ 21,800 | ||
Purchase of additional land | a | 0.5 | ||
Purchase price paid | $ 21,200 | ||
Hotel opened date | 2015-04 |
Description of Business and S41
Description of Business and Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 40 years |
Land Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 20 years |
Furniture, fixtures and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Furniture, fixtures and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 8 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | The shorter of the lease term or useful life |
Description of Business and S42
Description of Business and Summary of Significant Accounting Policies - Cash Paid for Interest (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Information [Abstract] | |||
Debt interest paid | $ 60,780 | $ 53,978 | $ 49,208 |
Capitalized interest | (1,721) | (169) | (52) |
Cash paid for interest, net of capitalized interest | $ 59,059 | $ 53,809 | $ 49,156 |
Description of Business and S43
Description of Business and Summary of Significant Accounting Policies - Summary of Prepaid Expense and Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets [Abstract] | ||
Peterson note receivable | $ 6,785 | |
Prepaid expenses | $ 14,001 | 15,992 |
Inventories | 8,065 | 8,051 |
Deferred software costs | 2,796 | 3,832 |
Supplemental deferred compensation plan assets | 22,204 | 19,289 |
Other | 8,345 | 8,430 |
Total prepaid expenses and other assets | $ 55,411 | $ 62,379 |
Description of Business and S44
Description of Business and Summary of Significant Accounting Policies - Accounts Payable and Accrued Liabilities of Continuing Operations (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 32,315 | $ 20,913 |
Property and other taxes payable | 34,844 | 34,921 |
Deferred revenues | 41,080 | 47,794 |
Accrued salaries and benefits | 20,567 | 16,826 |
Accrued self-insurance reserves | 761 | 1,449 |
Accrued interest payable | 8,152 | 8,153 |
Other accrued liabilities | 25,486 | 23,327 |
Total accounts payable and accrued liabilities | $ 163,205 | $ 153,383 |
Description of Business and S45
Description of Business and Summary of Significant Accounting Policies - Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities [Abstract] | ||
Pension and postretirement benefits liability | $ 37,988 | $ 40,439 |
Straight-line lease liability | 89,959 | 84,716 |
Deferred compensation liability | 22,204 | 19,289 |
Other | 885 | 1,185 |
Total other liabilities | $ 151,036 | $ 145,629 |
Description of Business and S46
Description of Business and Summary of Significant Accounting Policies - Income Per share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net Income(loss) | $ 48,096 | $ 33,593 | $ 51,331 | $ 26,346 | $ 38,899 | $ 26,691 | $ 41,389 | $ 4,532 | $ 159,366 | $ 111,511 | $ 121,035 |
Net Income(loss), shares | 51,009 | 51,241 | 50,861 | ||||||||
Net Income(loss), per shares | $ 0.94 | $ 0.66 | $ 1.01 | $ 0.52 | $ 0.76 | $ 0.52 | $ 0.81 | $ 0.09 | $ 3.12 | $ 2.18 | $ 2.38 |
Effect of dilutive stock-based compensation | 303 | 371 | 487 | ||||||||
Effect of convertible notes | 4,532 | ||||||||||
Net Income (loss)- Assuming dilution | $ 159,366 | $ 111,511 | $ 121,035 | ||||||||
Net Income (loss)- Assuming dilution, shares | 51,312 | 51,612 | 55,880 | ||||||||
Net Income (loss)- Assuming dilution, per shares | $ 0.94 | $ 0.66 | $ 1 | $ 0.51 | $ 0.75 | $ 0.52 | $ 0.80 | $ 0.09 | $ 3.11 | $ 2.16 | $ 2.17 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 3,319,319 | $ 3,239,135 |
Accumulated depreciation | (1,321,307) | (1,256,319) |
Property and equipment, net | 1,998,012 | 1,982,816 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 266,053 | 255,179 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 2,398,117 | 2,369,851 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 604,876 | 603,529 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 50,273 | $ 10,576 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses of continuing operations including amortization of asset under capital lease obligation | $ 108.1 | $ 112.2 | $ 110 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Apr. 30, 2005USD ($)Room | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of hotel rooms | Room | 1,500 | |||
Interest income | $ 11,500,000 | $ 12,384,000 | $ 12,075,000 | |
National Bonds [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest income | 11,400,000 | 12,300,000 | 12,100,000 | |
Payment received relating to notes receivables | $ 11,100,000 | $ 9,400,000 | $ 10,800,000 | |
Bonds A Series [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Bond issued, face value | $ 95,000,000 | |||
Interest Rates on Bonds | 8.00% | |||
Maturity date of notes receivable | Jul. 1, 2034 | |||
Aggregate carrying values | $ 82,700,000 | |||
Effective interest rates on bonds | 8.04% | |||
Present value of future debt service payments discounted | 93,800,000 | |||
Bonds B Series [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Bond issued, face value | 50,000,000 | |||
Interest Rates on Bonds | 10.00% | |||
Maturity date of notes receivable | Sep. 1, 2037 | |||
Aggregate carrying values | $ 70,200,000 | |||
Effective interest rates on bonds | 11.42% | |||
Present value of future debt service payments discounted | $ 38,300,000 |
Investment in Gaylord Rockies50
Investment in Gaylord Rockies Joint Venture - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($)ft²Room | |
Schedule of Equity Method Investments [Line Items] | |
Capital contribution | $ 70,141,000 |
Gaylord Rockies Resort and Convention Center [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Number of hotel rooms | Room | 1,500 |
Area of exhibition, meeting, pre-functional and outdoor space | ft² | 485,000 |
Opening date of hotel | 2018-11 |
Estimated project cost | $ 800,000,000 |
Investment percentage | 35.00% |
Expected total contribution to the project | $ 86,100,000 |
Capital contribution | 70,100,000 |
Maximum repayment guarantee of construction loan and mezzanine debt | 21,000,000 |
Principal amount of loan | 500,000,000 |
Repayment guarantee of construction loan and mezzanine debt, amount on completion of first milestone | 14,000,000 |
Repayment guarantee of construction loan and mezzanine debt, amount on completion of final milestone | 8,750,000 |
Estimated pro rata share of interest amount | 9,800,000 |
Guarantee obligations exposure under mezzanine debt | 8,750,000 |
Guarantee Liability | $ 0 |
Debt - Summary of Debt and Capi
Debt - Summary of Debt and Capital Lease Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Total Debt | $ 1,502,554 | $ 1,431,710 | |
Less amounts due within one year | (20) | (6,019) | |
Total long-term debt | 1,502,534 | 1,425,691 | |
$400 Million Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 384,727 | 387,543 | |
$350 Million 5% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 345,754 | 344,893 | |
$400 Million 5% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 394,281 | 393,531 | |
AC Hotel Note Payable [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 6,000 | $ 6,000 | |
Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 377,133 | 299,065 | |
Capital Lease Obligations [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | $ 659 | $ 678 |
Debt - Summary of Debt and Ca52
Debt - Summary of Debt and Capital Lease Obligations (Parenthetical) (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
$400 Million Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Total credit facility | $ 400,000,000 | |
Unamortized deferred financing costs | 5,273,000 | $ 6,457,000 |
$350 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes | $ 350,000,000 | |
Interest rate of Senior Notes | 5.00% | |
Unamortized deferred financing costs | $ 4,246,000 | 5,107,000 |
$400 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes | $ 400,000,000 | |
Interest rate of Senior Notes | 5.00% | |
Unamortized deferred financing costs | $ 5,719,000 | 6,469,000 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 5,267,000 | $ 7,335,000 |
Debt - Annual Maturities of Lon
Debt - Annual Maturities of Long-Term Debt Excluding Capital Lease Obligations (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
2,017 | $ 0 |
2,018 | 0 |
2,019 | 382,400 |
2,020 | 0 |
2,021 | 740,000 |
Years thereafter | 400,000 |
Total | 1,522,400 |
$400 Million Term Loan B [Member] | |
Debt Instrument [Line Items] | |
2,017 | 0 |
2,018 | 0 |
2,020 | 0 |
2,021 | 390,000 |
Total | 390,000 |
$350 Million 5% Senior Notes [Member] | |
Debt Instrument [Line Items] | |
2,017 | 0 |
2,018 | 0 |
2,020 | 0 |
2,021 | 350,000 |
Total | 350,000 |
$400 Million 5% Senior Notes [Member] | |
Debt Instrument [Line Items] | |
2,017 | 0 |
2,018 | 0 |
2,020 | 0 |
Years thereafter | 400,000 |
Total | 400,000 |
Credit Facility [Member] | |
Debt Instrument [Line Items] | |
2,017 | 0 |
2,018 | 0 |
2,019 | 382,400 |
2,020 | 0 |
Total | $ 382,400 |
Debt - Credit Facility - Additi
Debt - Credit Facility - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)EntityExtensionOptions | Dec. 31, 2015USD ($) | Jun. 05, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Number of wholly owned subsidiaries | Entity | 4 | ||
Write off of deferred financing costs | $ 1,926,000 | ||
$400 Million Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Total credit facility | $ 400,000,000 | ||
$400 Million 5% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, principal amount | $ 400,000,000 | ||
Interest rate of Senior Notes | 5.00% | ||
Maturity date | Apr. 15, 2023 | ||
Senior Secured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Jun. 5, 2019 | ||
Number of extension options | ExtensionOptions | 2 | ||
Spread rate added to LIBOR | 1.65% | ||
Senior Secured Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Fee to be paid by the company on the average unused portion | 0.20% | ||
Senior Secured Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Fee to be paid by the company on the average unused portion | 0.30% | ||
Senior Secured Revolving Credit Facility [Member] | $1 Billion Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total credit facility | $ 700,000,000 | ||
Senior Secured Term Loan Facility [Member] | $1 Billion Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total credit facility | $ 300,000,000 | ||
Write off of deferred financing costs | $ 1,900,000 |
Debt - $400 Million Term Loan F
Debt - $400 Million Term Loan Facility - Additional Information (Detail) - $400 Million Term Loan Facility [Member] | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Additional credit facility | $ 400,000,000 |
Maturity date | Jan. 15, 2021 |
Debt Instrument, description of interest rate | The interest rate on the term loan B was LIBOR plus 2.75%. |
Margin rate added to LIBOR rate to arrive at interest rate | 2.75% |
LIBOR floor rate | 0.75% |
Periodic payment, percentage on principal amount | 1.00% |
Debt - $350 Million 5% Senior N
Debt - $350 Million 5% Senior Notes - Additional Information (Detail) - $350 Million 5% Senior Notes [Member] | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Maturity date | Apr. 15, 2021 |
Senior notes, principal amount | $ 350,000,000 |
First semi-annual interest payment date | --04-15 |
Second semi-annual interest payment date | --10-15 |
Interest rate of Senior Notes | 5.00% |
Percentage of principal amount plus accrued and unpaid interest | 100.00% |
Redemption Period One [Member] | |
Debt Instrument [Line Items] | |
Redemption price expressed as percentage | 103.75% |
Redemption date | Apr. 15, 2016 |
Redemption Period Two [Member] | |
Debt Instrument [Line Items] | |
Redemption price expressed as percentage | 102.50% |
Redemption date | Apr. 15, 2017 |
Redemption Period Three [Member] | |
Debt Instrument [Line Items] | |
Redemption price expressed as percentage | 101.25% |
Redemption date | Apr. 15, 2018 |
Redemption Period Four [Member] | |
Debt Instrument [Line Items] | |
Redemption price expressed as percentage | 100.00% |
Redemption date | Apr. 15, 2019 |
Debt - $400 Million 5% Senior N
Debt - $400 Million 5% Senior Notes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Jun. 05, 2015 | |
$400 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Apr. 15, 2023 | |
Senior notes, principal amount | $ 400,000,000 | |
Interest rate of Senior Notes | 5.00% | |
First semi-annual interest payment date | --04-15 | |
Second semi-annual interest payment date | --10-15 | |
Percentage of principal amount plus accrued and unpaid interest | 100.00% | |
Net proceeds from issuance of senior notes | $ 392,000,000 | |
$400 Million 5% Senior Notes [Member] | Redemption Period One [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price expressed as percentage | 103.75% | |
Redemption date | Apr. 15, 2018 | |
$400 Million 5% Senior Notes [Member] | Redemption Period Two [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price expressed as percentage | 102.50% | |
Redemption date | Apr. 15, 2019 | |
$400 Million 5% Senior Notes [Member] | Redemption Period Three [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price expressed as percentage | 101.25% | |
Redemption date | Apr. 15, 2020 | |
$400 Million 5% Senior Notes [Member] | Redemption Period Four [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price expressed as percentage | 100.00% | |
Redemption date | Apr. 15, 2021 | |
Senior Secured Term Loan Facility [Member] | $1 Billion Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total credit facility | $ 300,000,000 |
Debt - 3.75% Convertible Senior
Debt - 3.75% Convertible Senior Notes - Additional Information (Detail) - USD ($) shares in Millions | Oct. 01, 2014 | Jun. 30, 2014 | Apr. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment on debt | $ 2,148,000 | ||||||
Total consideration for repurchase of warrants | $ 154,681,000 | 177,423,000 | |||||
Gain (loss) on change in the fair value of the derivative liability | $ (20,200,000) | ||||||
Additional Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total consideration for repurchase of warrants | 154,700,000 | ||||||
Gain (loss) on change in the fair value of the derivative liability | $ (20,200,000) | ||||||
3.75% Convertible Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes, outstanding amount | $ 360,000,000 | ||||||
Cancellation of convertible notes | $ 56,300,000 | ||||||
Aggregate consideration for cancellation of convertible notes | $ 120,200,000 | ||||||
Value of convertible notes converted by a holder | $ 15,300,000 | ||||||
Loss on extinguishment on debt | 2,100,000 | ||||||
Reduction in stockholder's equity due to repurchase and conversion transactions | $ 52,000,000 | ||||||
Common stock principal amount of convertible notes | $ 1,000 | ||||||
Conversion settlement amount of convertible notes | $ 1,000 | ||||||
Warrants repurchased | 7.2 | ||||||
Total consideration for repurchase of warrants | $ 173,400,000 | ||||||
Gain (loss) on change in the fair value of the derivative liability | (11,600,000) | ||||||
3.75% Convertible Senior Notes [Member] | Additional Paid-in Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Reduction in stockholder's equity due to repurchase and conversion transactions | 159,000,000 | ||||||
3.75% Convertible Senior Notes [Member] | Additional Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Reduction in stockholder's equity due to repurchase and conversion transactions | 145,400,000 | ||||||
Warrants repurchased | 4.7 | ||||||
Gain (loss) on change in the fair value of the derivative liability | $ 7,100,000 |
Deferred Management Rights Pr59
Deferred Management Rights Proceeds - Additional Information (Detail) - USD ($) $ in Millions | Oct. 01, 2012 | Dec. 31, 2016 |
Real Estate [Abstract] | ||
Sales price of management rights and intellectual property | $ 210 | |
Purchase price to the Management Rights | 190 | |
Purchase price IP Rights | $ 20 | |
Term of management rights for income amortization | 65 years |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 9,500 | ||
Weighted average period to recognize compensation cost | 2 years 2 months 12 days | ||
Compensation cost on stock-based compensation plans | $ 6,100 | $ 6,200 | $ 5,800 |
Tax benefit recognized from all stock-based employee compensation plans | 2,000 | 2,000 | 1,900 |
Cash received from stock option exercises | 1,702 | 1,776 | 6,862 |
Employee service share based compensation tax benefit realized from share based compensation plans | $ 1,700 | $ 3,200 | $ 3,200 |
Omnibus Incentive 2016 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum grant of stock options, restricted stock, and restricted stock units to directors and employees | 1,700,000 | ||
Omnibus Incentive 2016 Plan [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period for stock option awards | 10 years | ||
Stock options granted | 0 | 0 | 0 |
Weighted average remaining contractual term of options outstanding | 3 years 4 months 24 days | ||
Weighted average remaining contractual term of options exercisable | 3 years 4 months 24 days | ||
Aggregate intrinsic value of options outstanding | $ 700 | ||
Aggregate intrinsic value of options exercisable | 700 | ||
Total intrinsic value of options exercised | $ 3,900 | $ 1,800 | $ 13,000 |
Omnibus Incentive 2016 Plan [Member] | Stock Options [Member] | Non Employee Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 1 year | ||
Omnibus Incentive 2016 Plan [Member] | Stock Options [Member] | Employee [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 1 year | ||
Omnibus Incentive 2016 Plan [Member] | Stock Options [Member] | Employee [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 4 years | ||
Omnibus Incentive 2016 Plan [Member] | Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, Weighted Average Grant-Date Fair-Value | $ 47.71 | $ 57.21 | $ 41.61 |
Fair value of restricted stock awards vested | $ 8,900 | $ 14,000 | $ 7,000 |
Omnibus Incentive 2016 Plan [Member] | Restricted Stock Awards [Member] | Non Employee Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 1 year | ||
Omnibus Incentive 2016 Plan [Member] | Restricted Stock Awards [Member] | Employee [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 1 year | ||
Omnibus Incentive 2016 Plan [Member] | Restricted Stock Awards [Member] | Employee [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 4 years |
Stock Plans - Share Based Compe
Stock Plans - Share Based Compensation Activity (Detail) - Omnibus Incentive 2016 Plan [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Balance, Shares | 206,509 | ||
Stock options granted | 0 | 0 | 0 |
Exercised, Shares | (186,718) | ||
Canceled, Shares | (341) | ||
Outstanding Balance, Shares | 19,450 | 206,509 | |
Exercisable Balance, Shares | 19,450 | ||
Outstanding Balance, Weighted Average Exercise Price | $ 29.55 | ||
Granted, Weighted Average Exercise Price | 0 | ||
Exercised, Weighted Average Exercise Price | 30.38 | ||
Canceled, Weighted Average Exercise Price | 46.03 | ||
Outstanding Balance, Weighted Average Exercise Price | 21.31 | $ 29.55 | |
Exercisable Balance, Weighted Average Exercise Price | $ 21.31 | ||
Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested shares balance, Shares | 540,339 | ||
Granted, Shares | 182,916 | ||
Vested, Shares | (220,863) | ||
Canceled, Shares | (400) | ||
Nonvested shares balance, Shares | 501,992 | 540,339 | |
Nonvested shares balance, Weighted Average Grant-Date Fair-Value | $ 43.05 | ||
Granted, Weighted Average Grant-Date Fair-Value | 47.71 | $ 57.21 | $ 41.61 |
Vested, Weighted Average Grant-Date Fair-Value | 38.79 | ||
Canceled, Weighted Average Grant-Date Fair-Value | 48.40 | ||
Nonvested shares balance, Weighted Average Grant-Date Fair-Value | $ 46.52 | $ 43.05 |
Pension Plans - Additional Info
Pension Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net settlement loss | $ 1,700 | $ 2,400 | |
Minimum time period for expected rate of return | 10 years | ||
Maximum time period for expected rate of return | 20 years | ||
Accrued cost related to pension plans included in other long term liabilities | $ 34,800 | 36,900 | |
Change in equity as a result of change in deferred net loss | 3,800 | 100 | $ (16,100) |
Change in equity as result of change in deferred net loss taxes | $ 0 | (100) | $ 2,600 |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Rate of qualified earnings credited to the account of the participant of benefit plan | 3.00% | ||
Retirement age benefit payable to a terminated vested participant upon retirement | 65 years | ||
Retirement age for benefit payments, earliest age allowed contingent of minimum service requirement | 55 years | ||
Number of years of service at the time plan was frozen for the eligibility of benefit payable to terminated vested participant at age 55 | 15 years | ||
Net settlement loss | $ 1,715 | 2,356 | |
Expected contribution to defined benefit plan | 0 | ||
Net gain recognized in other comprehensive income | 3,800 | 200 | |
Unrecognized actuarial losses included in other comprehensive loss, net of tax | 27,900 | 31,700 | |
Unrecognized actuarial losses included in other comprehensive loss | 40,400 | $ 44,200 | |
Defined benefit plan amounts that will be amortized from accumulated other comprehensive income loss in next fiscal year | 1,100 | ||
Non Qualified Pension Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation for defined benefit plan | $ 14,900 |
Pension Plans - Funded Status a
Pension Plans - Funded Status and Accrued Pension Cost (Detail) - Pension Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CHANGE IN BENEFIT OBLIGATION: | |||
Benefit obligation at beginning of year | $ 87,236 | $ 94,113 | |
Interest cost | 3,173 | 3,423 | $ 3,577 |
Actuarial (gain) loss | 304 | (3,377) | |
Benefits paid | (5,353) | (6,923) | |
Benefit obligation at end of year | 85,360 | 87,236 | 94,113 |
CHANGE IN PLAN ASSETS: | |||
Fair value of plan assets at beginning of year | 65,439 | 75,260 | |
Actual return (loss) on plan assets | 5,360 | (2,898) | |
Benefits paid | (5,353) | (6,923) | |
Fair value of plan assets at end of year | 65,446 | 65,439 | $ 75,260 |
Funded status and accrued pension cost | $ (19,914) | $ (21,797) |
Pension Plans - Net Periodic Pe
Pension Plans - Net Periodic Pension (Income) Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net settlement loss | $ 1,700 | $ 2,400 | |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | 3,173 | 3,423 | $ 3,577 |
Expected return on plan assets | (4,131) | (4,627) | (5,597) |
Recognized net actuarial loss | 1,047 | 917 | 470 |
Net settlement loss | 1,715 | 2,356 | |
Total net periodic pension (income) expense | $ 1,804 | $ 2,069 | $ (1,550) |
Pension Plans - Weighted Averag
Pension Plans - Weighted Average Assumptions Used to Determine Benefit Obligation (Detail) - Pension Plan [Member] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.72% | 3.90% | 3.66% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
Pension Plans - Weighted Aver66
Pension Plans - Weighted Average Assumptions Used in Determining Net Periodic Pension Expense (Detail) - Pension Plan [Member] | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.70% | 3.77% | 4.49% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
Expected long-term rate of return on plan assets | 6.50% | 6.50% | 7.50% |
Pension Plans - Allocation of D
Pension Plans - Allocation of Defined Benefit Pension Plans Assets (Detail) - Pension Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 65,446 | $ 65,439 | $ 75,260 |
Cash [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 728 | 983 | |
Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 64,718 | $ 64,456 |
Pension Plans - Expected Future
Pension Plans - Expected Future Benefit Payments (Detail) - Pension Plan [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 3,424 |
2,018 | 4,636 |
2,019 | 5,231 |
2,020 | 5,120 |
2,021 | 5,095 |
2022 - 2026 | $ 29,944 |
Postretirement Benefits Other69
Postretirement Benefits Other Than Pensions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2001 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Minimum age of retirement under option one to avail benefit of post retirement | 55 years | |||
Minimum service period served at the time of retirement under option one to avail benefit of post retirement | 15 years | |||
Minimum age of retirement under option two to avail benefit of post retirement | 65 years | |||
Minimum service period served at time of retirement under option two to avail benefit of post retirement | 10 years | |||
Minimum for age plus years of service of retirement under amended plan to avail benefit of post retirement | 60 years | |||
Minimum service period served at the time of retirement under amended plan to avail benefit of post retirement | 10 years | |||
Other Postretirement Benefit Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Discount rate | 3.47% | 3.57% | 3.32% | |
Discount rate | 3.57% | 3.32% | 3.94% | |
Expected contribution to plan in 2014 | $ 0.3 | |||
Net gain(loss) recognized in other comprehensive income | $ 2.8 | $ (0.9) | ||
Amortization of net loss | 0.2 | 0.3 | 0.4 | |
Amortization of prior service credit recognized in other comprehensive income | 1.3 | 1.3 | $ 1.3 | |
Unrecognized actuarial losses | 3.4 | 3.7 | ||
Unrecognized actuarial losses, net of tax | 2 | 2.3 | ||
Unrecognized Prior service credit | 13.7 | 15.1 | ||
Unrecognized Prior service credit, Net of Tax | $ 7.8 | $ 9.2 |
Postretirement Benefits Other70
Postretirement Benefits Other Than Pensions - Change in Benefit Obligation of Postretirement Plans to Accrued Postretirement Liability (Detail) - Other Postretirement Benefit Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit obligation at beginning of year | $ 3,559 | $ 6,692 | |
Interest cost | 120 | 127 | $ 221 |
Actuarial gain | (47) | (2,836) | |
Benefits paid | (418) | (424) | |
Benefit obligation at end of year | $ 3,214 | $ 3,559 | $ 6,692 |
Postretirement Benefits Other71
Postretirement Benefits Other Than Pensions - Net Periodic Pension and Postretirement Benefit (Income) Expense (Detail) - Other Postretirement Benefit Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 120 | $ 127 | $ 221 |
Amortization of net actuarial loss | 242 | 255 | 445 |
Amortization of prior service credit | (1,314) | (1,314) | (1,314) |
Total net periodic pension (income) expense | $ (952) | $ (932) | $ (648) |
Postretirement Benefits Other72
Postretirement Benefits Other Than Pensions - Expected Future Benefit Payments (Detail) - Other Postretirement Benefit Plan [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 346 |
2,018 | 323 |
2,019 | 309 |
2,020 | 290 |
2,021 | 271 |
2022-2026 | $ 1,107 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Equity [Line Items] | ||||
Repurchase of Company stock for retirement | $ 24,811,000 | |||
Cash Dividend on Common Stock | $ 3 | $ 2.70 | $ 2.20 | |
Aggregated Dividend Paid | $ 153,000,000 | $ 138,400,000 | $ 112,000,000 | |
Minimum percentage of adjusted funds from operations as cash dividend | 50.00% | |||
Percentage of REIT taxable income as cash dividend | 100.00% | |||
2015 Stock Repurchase Program [Member] | ||||
Schedule Of Equity [Line Items] | ||||
Authorized amount for share repurchase program | $ 100,000,000 | |||
Company repurchased, shares | 0.5 | |||
Repurchase of Company stock for retirement | $ 24,800,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | |||
Balance | $ (25,047) | $ (26,331) | $ (9,119) |
Unrealized gains (losses)arising during period | 2,599 | 1,920 | (20,231) |
Amounts reclassified from accumulated other comprehensive (income) loss | 180 | 88 | (235) |
Income tax (expense) benefit | (724) | 3,254 | |
Other comprehensive income (loss), net of tax | 2,779 | 1,284 | (17,212) |
Balance | $ (22,268) | $ (25,047) | $ (26,331) |
Stockholders' Equity - Summar75
Stockholders' Equity - Summary of Amount Reclassified from Accumulated Comprehensive Loss Related to Company's Minimum Pension Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated comprehensive loss | $ 180 | $ 88 | $ (235) |
Other Hotel Expenses [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated comprehensive loss | (154) | (209) | (309) |
Entertainment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated comprehensive loss | 26 | 11 | (24) |
Corporate Operating Expenses [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated comprehensive loss | $ 308 | $ 286 | $ 98 |
Income Taxes - (Provision) Bene
Income Taxes - (Provision) Benefit for Income Taxes from Continuing Operations (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CURRENT: | ||||||||||||
Federal | $ (1,788) | $ (763) | $ (2,071) | |||||||||
State | (1,291) | (1,229) | (2,339) | |||||||||
Total current provision | (3,079) | (1,992) | (4,410) | |||||||||
DEFERRED: | ||||||||||||
Federal | 321 | 8,866 | 2,588 | |||||||||
State | (642) | (248) | 3,289 | |||||||||
Effect of federal tax law change | $ 5,200 | 5,229 | ||||||||||
Total deferred (provision) benefit | (321) | 13,847 | 5,877 | |||||||||
Total (provision) benefit for income taxes | $ (1,048) | $ (1,822) | $ (1,415) | $ 885 | $ 8,430 | $ 4,612 | $ (866) | $ (321) | $ (3,400) | $ 11,855 | $ 1,467 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Nov. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Line Items] | |||||
Effect of federal tax law change | $ 5,200,000 | $ 5,229,000 | |||
Built-in-gains recognition period | 5 years | 10 years | |||
U.S. federal statutory rate | 35.00% | ||||
Deferred tax benefit | $ 153,464,000 | $ 157,150,000 | 153,464,000 | ||
Charitable contribution carryforwards | 2,200,000 | ||||
State net operating loss carryforwards | 431,300,000 | ||||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Income tax penalties accrued related to uncertain tax positions | 0 | 0 | 0 | ||
Interest on income taxes accrued related to uncertain tax positions | $ 0 | 0 | 0 | ||
Charitable Contributions [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Deferred tax benefit | $ 800,000 | ||||
Operating loss carryforwards expire date | 2,017 | ||||
Federal [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Federal net operating loss carryforwards | $ 83,800,000 | ||||
Deferred tax benefit | $ 29,300,000 | ||||
Operating loss carryforwards expire date | 2,033 | ||||
Valuation allowances related to federal deferred tax assets | $ 600,000 | (8,300,000) | $ 4,300,000 | ||
State [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Deferred tax benefit | 22,300,000 | ||||
Valuation allowances related to federal deferred tax assets | $ 200,000 | $ 1,800,000 | $ 3,500,000 | ||
State [Member] | Minimum [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Operating loss carryforwards expire date | 2,017 | ||||
State [Member] | Maximum [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Operating loss carryforwards expire date | 2,036 |
Income Taxes - Summary of Taxab
Income Taxes - Summary of Taxability of Cash Distributions Paid on Common Shares (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Ordinary income | $ 2.98 | $ 2.50 | $ 2.30 |
Capital gains | 0.17 | 0.23 | 0.17 |
Total | $ 3.15 | $ 2.73 | $ 2.47 |
Income Taxes - Differences Betw
Income Taxes - Differences Between the Income Tax (Provision) Benefit Calculated at the Statutory U.S. Federal Income Tax Rate of 35% and the Actual Income Tax (Provision) Benefit Recorded for Continuing Operations (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||||||||||
Statutory federal income tax provision | $ (56,914) | $ (34,774) | $ (43,750) | |||||||||
Adjustment for nontaxable income of the REIT | 48,680 | 34,904 | 44,701 | |||||||||
State taxes (net of federal tax benefit and change in state valuation allowance) | (1,933) | (1,477) | 950 | |||||||||
Permanent share-based compensation adjustment | 1,571 | |||||||||||
Other permanent items | (200) | (165) | (160) | |||||||||
Federal tax credits | 112 | |||||||||||
Federal valuation allowance | 5,519 | 8,271 | (853) | |||||||||
Effect of federal tax law change | $ 5,200 | 5,229 | ||||||||||
Other | (123) | (133) | 467 | |||||||||
Total (provision) benefit for income taxes | $ (1,048) | $ (1,822) | $ (1,415) | $ 885 | $ 8,430 | $ 4,612 | $ (866) | $ (321) | $ (3,400) | $ 11,855 | $ 1,467 |
Income Taxes - Components of Co
Income Taxes - Components of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
DEFERRED TAX ASSETS: | ||
Accounting reserves and accruals | $ 20,979 | $ 21,174 |
Defined benefit plan | 7,665 | 8,389 |
Deferred management rights proceeds | 69,317 | 70,483 |
Federal and State net operating loss carryforwards | 51,615 | 44,932 |
Tax credits and other carryforwards | 819 | 569 |
Investment in joint ventures | 584 | |
Other assets | 6,171 | 7,917 |
Total deferred tax assets | 157,150 | 153,464 |
Valuation allowance | (88,653) | (88,309) |
Total deferred tax assets, net of valuation allowance | 68,497 | 65,155 |
DEFERRED TAX LIABILITIES: | ||
Property and equipment, net | 67,168 | 63,289 |
Goodwill and other intangibles | 1,201 | 1,236 |
Other liabilities | 1,597 | 1,793 |
Total deferred tax liabilities | 69,966 | 66,318 |
Net deferred tax liabilities | $ 1,469 | $ 1,163 |
Commitments and Contingencies -
Commitments and Contingencies - Amounts of Assets Under Capitalized Lease Agreements and Related Obligations are Included in Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leased Assets [Line Items] | ||
Accumulated depreciation | $ (2,429) | $ (2,872) |
Net assets under capital leases | 1,337 | 1,625 |
Property and Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Other long-term assets | 3,636 | 4,367 |
Prepaid Expenses and Other Assets [Member] | ||
Capital Leased Assets [Line Items] | ||
Other long-term assets | $ 130 | $ 130 |
Commitments and Contingencies82
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)a | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Contingencies And Commitments [Line Items] | |||
Rental expense related to continuing operations for operating leases | $ 12.4 | $ 12.3 | $ 14.7 |
Osceola County [Member] | |||
Contingencies And Commitments [Line Items] | |||
Operating lease agreement period | 75 years | ||
Land area covered under operating lease agreement in acres | a | 65.3 | ||
Annual base payment for operating lease | $ 4 | ||
Percentage of escalation of base rent | 3.00% | ||
Annual base lease expense for operating lease | $ 9.4 | 9.4 | 9.4 |
Expiration date of lease under extension | Jan. 31, 2101 | ||
Contingent rentals | $ 2.2 | 2 | 2 |
Non cash lease expense | $ 5.2 | $ 5.4 | $ 5.5 |
Commitments and Contingencies83
Commitments and Contingencies - Future Minimum Cash Lease Commitments Under All Non-Cancelable Leases in Effect for Continuing Operations (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Capital Leases, 2017 | $ 46 |
Capital Leases, 2018 | 46 |
Capital Leases, 2019 | 46 |
Capital Leases, 2020 | 46 |
Capital Leases, 2021 | 46 |
Capital Leases, Years thereafter | 750 |
Capital Leases, Total minimum lease payments | 980 |
Capital Leases, Less amount representing interest | (321) |
Capital Leases, Total present value of minimum payments | 659 |
Capital Leases, Total present value of minimum payments | 659 |
Capital Leases, Less current portion of obligations | (20) |
Capital Leases, Long-term obligations | 639 |
Operating Leases, 2017 | 4,279 |
Operating Leases, 2018 | 4,348 |
Operating Leases, 2019 | 4,478 |
Operating Leases, 2020 | 4,613 |
Operating Leases, 2021 | 4,751 |
Operating Leases, Years thereafter | 595,538 |
Operating Leases, Total minimum lease payments | $ 618,007 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | $ 22,204 | $ 19,289 |
Total assets measured at fair value | 22,204 | 19,289 |
Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | 22,204 | 19,289 |
Total assets measured at fair value | $ 22,204 | $ 19,289 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivables, carrying value | $ 152,882 | $ 152,560 |
Bonds A Series [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivables, carrying value | 82,700 | |
Bonds B Series [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivables, carrying value | 70,200 | |
Notes receivable, fair value | $ 51,000 |
Financial Reporting by Busine86
Financial Reporting by Business Segments - Segments Internal Financial Reports (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 319,775 | $ 271,720 | $ 296,215 | $ 261,497 | $ 312,120 | $ 252,820 | $ 274,036 | $ 253,148 | $ 1,149,207 | $ 1,092,124 | $ 1,040,991 |
Depreciation and amortization | 27,928 | 26,706 | 26,409 | 28,773 | 28,916 | 28,498 | 28,399 | 28,570 | 109,816 | 114,383 | 112,278 |
Preopening costs | (909) | (11) | |||||||||
Impairment and other charges | (16,300) | (19,200) | |||||||||
Operating income (loss) | 61,499 | 46,567 | 66,945 | 38,794 | 36,389 | 32,768 | 57,015 | 35,890 | 213,805 | 162,062 | 153,105 |
Interest expense, net of amounts capitalized | (63,906) | (63,901) | (61,447) | ||||||||
Interest income | 11,500 | 12,384 | 12,075 | ||||||||
Loss on extinguishment of debt | (2,148) | ||||||||||
Loss from joint ventures | (2,794) | ||||||||||
Other gains and (losses) | 4,161 | (10,889) | 23,400 | ||||||||
Income before income taxes | 49,144 | $ 35,415 | $ 52,746 | $ 25,461 | 30,469 | $ 22,079 | $ 42,255 | $ 4,853 | 162,766 | 99,656 | 124,985 |
Identifiable assets | 2,405,753 | 2,331,434 | 2,405,753 | 2,331,434 | |||||||
Operating Segments [Member] | Hospitality [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,039,643 | 994,603 | 954,166 | ||||||||
Depreciation and amortization | 100,186 | 105,876 | 103,422 | ||||||||
Operating income (loss) | 217,564 | 189,434 | 162,535 | ||||||||
Identifiable assets | 2,206,304 | 2,141,675 | 2,206,304 | 2,141,675 | |||||||
Operating Segments [Member] | Entertainment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 109,564 | 97,521 | 86,825 | ||||||||
Depreciation and amortization | 7,034 | 5,747 | 5,258 | ||||||||
Operating income (loss) | 27,980 | 24,411 | 21,752 | ||||||||
Identifiable assets | 113,441 | 90,167 | 113,441 | 90,167 | |||||||
Corporate and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation and amortization | 2,596 | 2,760 | 3,598 | ||||||||
Operating income (loss) | (31,739) | (31,674) | (31,171) | ||||||||
Identifiable assets | $ 86,008 | $ 99,592 | $ 86,008 | 99,592 | |||||||
Segment Reconciling Items [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Preopening costs | (909) | $ (11) | |||||||||
Impairment and other charges | $ (19,200) |
Financial Reporting by Busine87
Financial Reporting by Business Segments - Capital Expenditures for Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 117,977 | $ 79,815 | $ 58,377 |
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 665 | 687 | 7,177 |
Hospitality [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 96,372 | 65,651 | 46,440 |
Entertainment [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 20,940 | $ 13,477 | $ 4,760 |
Quarterly Financial Informati88
Quarterly Financial Information (Unaudited) - Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 319,775 | $ 271,720 | $ 296,215 | $ 261,497 | $ 312,120 | $ 252,820 | $ 274,036 | $ 253,148 | $ 1,149,207 | $ 1,092,124 | $ 1,040,991 |
Depreciation and amortization | 27,928 | 26,706 | 26,409 | 28,773 | 28,916 | 28,498 | 28,399 | 28,570 | 109,816 | 114,383 | 112,278 |
Operating income | 61,499 | 46,567 | 66,945 | 38,794 | 36,389 | 32,768 | 57,015 | 35,890 | 213,805 | 162,062 | 153,105 |
Income before income taxes | 49,144 | 35,415 | 52,746 | 25,461 | 30,469 | 22,079 | 42,255 | 4,853 | 162,766 | 99,656 | 124,985 |
(Provision) benefit for income taxes | (1,048) | (1,822) | (1,415) | 885 | 8,430 | 4,612 | (866) | (321) | (3,400) | 11,855 | 1,467 |
Net income | 48,096 | 33,593 | 51,331 | 26,346 | 38,899 | 26,691 | 41,389 | 4,532 | 159,366 | 111,511 | 126,452 |
Net income available to common stockholders | $ 48,096 | $ 33,593 | $ 51,331 | $ 26,346 | $ 38,899 | $ 26,691 | $ 41,389 | $ 4,532 | $ 159,366 | $ 111,511 | $ 121,035 |
Net income per share | $ 0.94 | $ 0.66 | $ 1.01 | $ 0.52 | $ 0.76 | $ 0.52 | $ 0.81 | $ 0.09 | $ 3.12 | $ 2.18 | $ 2.38 |
Net income per share - assuming dilution | $ 0.94 | $ 0.66 | $ 1 | $ 0.51 | $ 0.75 | $ 0.52 | $ 0.80 | $ 0.09 | $ 3.11 | $ 2.16 | $ 2.17 |
Quarterly Financial Informati89
Quarterly Financial Information (Unaudited) - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Selected Quarterly Financial Information [Line Items] | |||||
Gain (loss) on change in the fair value of the derivative liability | $ (20,200) | ||||
Impairment charge | $ 16,300 | $ 19,200 | |||
Other gains and (losses), net | $ 4,161 | $ (10,889) | $ 23,400 | ||
Aurora [Member] | |||||
Selected Quarterly Financial Information [Line Items] | |||||
Other gains and (losses), net | $ 6,900 |
Information Concerning Guaran90
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($)Entity | |
Condensed Financial Statements, Captions [Line Items] | |
Number of wholly owned subsidiaries | Entity | 4 |
Ownership percentage in subsidiaries | 100.00% |
$350 Million 5% Senior Notes [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Interest rate of Senior Notes | 5.00% |
Senior notes, principal amount | $ 350,000,000 |
$400 Million 5% Senior Notes [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Interest rate of Senior Notes | 5.00% |
Senior notes, principal amount | $ 400,000,000 |
Information Concerning Guaran91
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | $ 1,998,012 | $ 1,982,816 | ||
Cash and cash equivalents - unrestricted | 59,128 | 56,291 | $ 76,408 | $ 61,579 |
Cash and cash equivalents - restricted | 22,062 | 22,355 | ||
Notes receivable | 152,882 | 152,560 | ||
Trade receivables, less allowance | 47,818 | 55,033 | ||
Investment in Gaylord Rockies joint venture | 70,440 | |||
Prepaid expenses and other assets | 55,411 | 62,379 | ||
Total assets | 2,405,753 | 2,331,434 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,502,554 | 1,431,710 | ||
Accounts payable and accrued liabilities | 163,205 | 153,383 | ||
Dividends payable | 39,404 | 36,868 | ||
Deferred management rights proceeds | 180,088 | 183,119 | ||
Deferred income tax liabilities, net | 1,469 | 1,163 | ||
Other liabilities | 151,036 | 145,629 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 510 | 513 | ||
Additional paid-in-capital | 893,102 | 887,501 | ||
Treasury stock | (11,542) | (10,001) | ||
Accumulated deficit | (491,805) | (473,404) | ||
Accumulated other comprehensive loss | (22,268) | (25,047) | (26,331) | (9,119) |
Total stockholders' equity | 367,997 | 379,562 | 401,407 | 757,695 |
Total liabilities and stockholders' equity | 2,405,753 | 2,331,434 | ||
Parent Guarantor [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 6,869 | |||
Cash and cash equivalents - unrestricted | 28 | 23 | 392 | |
Prepaid expenses and other assets | 460 | 7,111 | ||
Investments | 988,467 | 976,809 | ||
Total assets | 988,955 | 990,812 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | 740 | 103 | ||
Dividends payable | 39,404 | 36,868 | ||
Deferred income tax liabilities, net | 828 | 1,609 | ||
Intercompany payables, net | 579,986 | 572,670 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 510 | 513 | ||
Additional paid-in-capital | 893,102 | 887,501 | ||
Treasury stock | (11,542) | (10,001) | ||
Accumulated deficit | (491,805) | (473,404) | ||
Accumulated other comprehensive loss | (22,268) | (25,047) | ||
Total stockholders' equity | 367,997 | 379,562 | ||
Total liabilities and stockholders' equity | 988,955 | 990,812 | ||
Issuer [Member] | ||||
ASSETS: | ||||
Cash and cash equivalents - unrestricted | 1,234 | 1,578 | 1,001 | 714 |
Prepaid expenses and other assets | 42 | |||
Investments | 2,886,113 | 2,795,064 | ||
Total assets | 2,887,389 | 2,796,642 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,501,895 | 1,431,032 | ||
Accounts payable and accrued liabilities | 8,152 | 8,153 | ||
Intercompany payables, net | 752,852 | 506,341 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in-capital | 835,294 | 996,425 | ||
Accumulated deficit | (210,805) | (145,310) | ||
Total stockholders' equity | 624,490 | 851,116 | ||
Total liabilities and stockholders' equity | 2,887,389 | 2,796,642 | ||
Guarantors [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 1,600,288 | 1,622,674 | ||
Cash and cash equivalents - unrestricted | 23 | 158 | 36 | |
Prepaid expenses and other assets | 5 | 116,218 | ||
Intercompany receivables, net | 1,640,220 | 1,284,587 | ||
Investments | 546,007 | 531,628 | ||
Total assets | 3,786,543 | 3,555,265 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | 11,863 | 1,390 | ||
Deferred income tax liabilities, net | 573 | 599 | ||
Other liabilities | 89,989 | 84,746 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in-capital | 2,827,692 | 2,812,431 | ||
Accumulated deficit | 856,425 | 656,098 | ||
Total stockholders' equity | 3,684,118 | 3,468,530 | ||
Total liabilities and stockholders' equity | 3,786,543 | 3,555,265 | ||
Non-Guarantors [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 397,724 | 353,273 | ||
Cash and cash equivalents - unrestricted | 57,843 | 54,532 | $ 74,979 | $ 60,865 |
Cash and cash equivalents - restricted | 22,062 | 22,355 | ||
Notes receivable | 152,882 | 152,560 | ||
Trade receivables, less allowance | 47,818 | 55,033 | ||
Investment in Gaylord Rockies joint venture | 70,440 | |||
Prepaid expenses and other assets | 55,407 | 57,264 | ||
Investments | 803,618 | 697,381 | ||
Total assets | 1,607,794 | 1,392,398 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 659 | 678 | ||
Accounts payable and accrued liabilities | 142,940 | 262,234 | ||
Deferred management rights proceeds | 180,088 | 183,119 | ||
Deferred income tax liabilities, net | 68 | (1,045) | ||
Other liabilities | 61,060 | 60,600 | ||
Intercompany payables, net | 307,382 | 205,576 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 2,387 | 2,387 | ||
Additional paid-in-capital | 1,410,611 | 1,213,324 | ||
Accumulated deficit | (475,133) | (509,428) | ||
Accumulated other comprehensive loss | (22,268) | (25,047) | ||
Total stockholders' equity | 915,597 | 681,236 | ||
Total liabilities and stockholders' equity | 1,607,794 | 1,392,398 | ||
Eliminations [Member] | ||||
ASSETS: | ||||
Prepaid expenses and other assets | (503) | (118,214) | ||
Intercompany receivables, net | (1,640,220) | (1,284,587) | ||
Investments | (5,224,205) | (5,000,882) | ||
Total assets | (6,864,928) | (6,403,683) | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | (490) | (118,497) | ||
Other liabilities | (13) | 283 | ||
Intercompany payables, net | (1,640,220) | (1,284,587) | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | (2,389) | (2,389) | ||
Additional paid-in-capital | (5,073,597) | (5,022,180) | ||
Accumulated deficit | (170,487) | (1,360) | ||
Accumulated other comprehensive loss | 22,268 | 25,047 | ||
Total stockholders' equity | (5,224,205) | (5,000,882) | ||
Total liabilities and stockholders' equity | $ (6,864,928) | $ (6,403,683) |
Information Concerning Guaran92
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Operations and Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||||||||||
Rooms | $ 420,011 | $ 404,457 | $ 384,185 | ||||||||
Food and beverage | 477,493 | 461,157 | 437,673 | ||||||||
Other hotel revenue | 142,139 | 128,989 | 132,308 | ||||||||
Entertainment | 109,564 | 97,521 | 86,825 | ||||||||
Total revenues | $ 319,775 | $ 271,720 | $ 296,215 | $ 261,497 | $ 312,120 | $ 252,820 | $ 274,036 | $ 253,148 | 1,149,207 | 1,092,124 | 1,040,991 |
Operating expenses: | |||||||||||
Rooms | 109,618 | 110,067 | 111,864 | ||||||||
Food and beverage | 267,307 | 261,580 | 248,358 | ||||||||
Other hotel expenses | 322,774 | 312,989 | 311,836 | ||||||||
Management fees, net | 22,194 | 14,657 | 16,151 | ||||||||
Total hotel operating expenses | 721,893 | 699,293 | 688,209 | ||||||||
Entertainment | 74,550 | 67,363 | 59,815 | ||||||||
Corporate | 29,143 | 28,914 | 27,573 | ||||||||
Preopening costs | 909 | 11 | |||||||||
Impairment and other charges | 16,300 | 19,200 | |||||||||
Depreciation and amortization | 27,928 | 26,706 | 26,409 | 28,773 | 28,916 | 28,498 | 28,399 | 28,570 | 109,816 | 114,383 | 112,278 |
Total operating expenses | 935,402 | 930,062 | 887,886 | ||||||||
Operating income (loss) | 61,499 | 46,567 | 66,945 | 38,794 | 36,389 | 32,768 | 57,015 | 35,890 | 213,805 | 162,062 | 153,105 |
Interest expense, net of amounts capitalized | (63,906) | (63,901) | (61,447) | ||||||||
Interest income | 11,500 | 12,384 | 12,075 | ||||||||
Loss on extinguishment of debt | (2,148) | ||||||||||
Loss from joint ventures | (2,794) | ||||||||||
Other gains and (losses), net | 4,161 | (10,889) | 23,400 | ||||||||
Income (loss) before income taxes | 49,144 | 35,415 | 52,746 | 25,461 | 30,469 | 22,079 | 42,255 | 4,853 | 162,766 | 99,656 | 124,985 |
(Provision) benefit for income taxes | (1,048) | (1,822) | (1,415) | 885 | 8,430 | 4,612 | (866) | (321) | (3,400) | 11,855 | 1,467 |
Net income | $ 48,096 | $ 33,593 | $ 51,331 | $ 26,346 | $ 38,899 | $ 26,691 | $ 41,389 | $ 4,532 | 159,366 | 111,511 | 126,452 |
Comprehensive income (loss) | 162,145 | 112,795 | 109,240 | ||||||||
Parent Guarantor [Member] | |||||||||||
Revenues: | |||||||||||
Entertainment | 209 | 261 | 331 | ||||||||
Total revenues | 209 | 261 | 331 | ||||||||
Operating expenses: | |||||||||||
Corporate | 355 | 328 | 97 | ||||||||
Corporate overhead allocation | 8,735 | 9,682 | 10,561 | ||||||||
Depreciation and amortization | 156 | 127 | 84 | ||||||||
Total operating expenses | 9,246 | 10,137 | 10,742 | ||||||||
Operating income (loss) | (9,037) | (9,876) | (10,411) | ||||||||
Interest expense, net of amounts capitalized | (16,918) | ||||||||||
Interest income | 28 | ||||||||||
Loss on extinguishment of debt | (2,148) | ||||||||||
Other gains and (losses), net | (13,346) | 21,892 | |||||||||
Income (loss) before income taxes | (9,009) | (23,222) | (7,585) | ||||||||
(Provision) benefit for income taxes | (752) | 5,080 | (2,526) | ||||||||
Equity in subsidiaries' earnings, net | 169,127 | 129,653 | 136,563 | ||||||||
Net income | 159,366 | 111,511 | 126,452 | ||||||||
Comprehensive income (loss) | 162,145 | 112,795 | 109,240 | ||||||||
Issuer [Member] | |||||||||||
Operating expenses: | |||||||||||
Corporate | 1,615 | 1,433 | 1,189 | ||||||||
Total operating expenses | 1,615 | 1,433 | 1,189 | ||||||||
Operating income (loss) | (1,615) | (1,433) | (1,189) | ||||||||
Interest expense, net of amounts capitalized | (63,880) | (64,038) | (44,555) | ||||||||
Income (loss) before income taxes | (65,495) | (65,471) | (45,744) | ||||||||
(Provision) benefit for income taxes | (2) | ||||||||||
Net income | (65,495) | (65,471) | (45,746) | ||||||||
Comprehensive income (loss) | (65,495) | (65,471) | (45,746) | ||||||||
Guarantors [Member] | |||||||||||
Revenues: | |||||||||||
Other hotel revenue | 307,840 | 298,698 | 286,816 | ||||||||
Total revenues | 307,840 | 298,698 | 286,816 | ||||||||
Operating expenses: | |||||||||||
Other hotel expenses | 43,197 | 43,388 | 44,160 | ||||||||
Total hotel operating expenses | 43,197 | 43,388 | 44,160 | ||||||||
Corporate | 2 | 2 | 2 | ||||||||
Corporate overhead allocation | 6,833 | 7,580 | 8,504 | ||||||||
Impairment and other charges | 16,310 | ||||||||||
Depreciation and amortization | 59,076 | 58,998 | 59,420 | ||||||||
Total operating expenses | 109,108 | 126,278 | 112,086 | ||||||||
Operating income (loss) | 198,732 | 172,420 | 174,730 | ||||||||
Interest expense, net of amounts capitalized | 17 | ||||||||||
Other gains and (losses), net | 1,868 | ||||||||||
Income (loss) before income taxes | 200,600 | 172,437 | 174,730 | ||||||||
(Provision) benefit for income taxes | (273) | (222) | (210) | ||||||||
Net income | 200,327 | 172,215 | 174,520 | ||||||||
Comprehensive income (loss) | 200,327 | 172,215 | 174,520 | ||||||||
Non-Guarantors [Member] | |||||||||||
Revenues: | |||||||||||
Rooms | 420,011 | 404,457 | 384,185 | ||||||||
Food and beverage | 477,493 | 461,157 | 437,673 | ||||||||
Other hotel revenue | 157,274 | 145,817 | 151,005 | ||||||||
Entertainment | 110,333 | 98,228 | 87,433 | ||||||||
Total revenues | 1,165,111 | 1,109,659 | 1,060,296 | ||||||||
Operating expenses: | |||||||||||
Rooms | 109,618 | 110,067 | 111,864 | ||||||||
Food and beverage | 267,307 | 261,580 | 248,358 | ||||||||
Other hotel expenses | 587,908 | 568,830 | 555,131 | ||||||||
Management fees, net | 22,194 | 14,657 | 16,151 | ||||||||
Total hotel operating expenses | 987,027 | 955,134 | 931,504 | ||||||||
Entertainment | 74,604 | 67,366 | 59,747 | ||||||||
Corporate | 27,171 | 27,151 | 26,285 | ||||||||
Preopening costs | 909 | 11 | |||||||||
Impairment and other charges | 2,890 | ||||||||||
Depreciation and amortization | 50,584 | 55,258 | 52,774 | ||||||||
Total operating expenses | 1,139,386 | 1,108,708 | 1,070,321 | ||||||||
Operating income (loss) | 25,725 | 951 | (10,025) | ||||||||
Interest expense, net of amounts capitalized | (26) | 120 | 26 | ||||||||
Interest income | 11,472 | 12,384 | 12,075 | ||||||||
Loss from joint ventures | (2,794) | ||||||||||
Other gains and (losses), net | 2,293 | 2,457 | 1,508 | ||||||||
Income (loss) before income taxes | 36,670 | 15,912 | 3,584 | ||||||||
(Provision) benefit for income taxes | (2,375) | 6,997 | 4,205 | ||||||||
Net income | 34,295 | 22,909 | 7,789 | ||||||||
Comprehensive income (loss) | 37,074 | 24,193 | (9,423) | ||||||||
Eliminations [Member] | |||||||||||
Revenues: | |||||||||||
Other hotel revenue | (322,975) | (315,526) | (305,513) | ||||||||
Entertainment | (978) | (968) | (939) | ||||||||
Total revenues | (323,953) | (316,494) | (306,452) | ||||||||
Operating expenses: | |||||||||||
Other hotel expenses | (308,331) | (299,229) | (287,455) | ||||||||
Total hotel operating expenses | (308,331) | (299,229) | (287,455) | ||||||||
Entertainment | (54) | (3) | 68 | ||||||||
Corporate overhead allocation | (15,568) | (17,262) | (19,065) | ||||||||
Total operating expenses | (323,953) | (316,494) | (306,452) | ||||||||
Equity in subsidiaries' earnings, net | (169,127) | (129,653) | (136,563) | ||||||||
Net income | (169,127) | (129,653) | (136,563) | ||||||||
Comprehensive income (loss) | $ (171,906) | $ (130,937) | $ (119,351) |
Information Concerning Guaran93
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | $ 293,601 | $ 238,062 | $ 252,224 |
Purchases of property and equipment | (117,977) | (79,815) | (58,377) |
Purchase of AC Hotel | (21,206) | ||
Proceeds from sale of Peterson LOI | 6,785 | 10,000 | 9,350 |
Investment in Gaylord Rockies joint venture | (70,141) | ||
(Increase) decrease in restricted cash and cash equivalents | 293 | (4,945) | 2,759 |
Other investing activities | 1,799 | 123 | 8,012 |
Net cash flows used in investing activities | (179,241) | (74,637) | (59,462) |
Net borrowings (repayments) under credit facility | 76,000 | (280,100) | 77,000 |
Net borrowings (repayments) under term loan B | (4,000) | (4,000) | 398,000 |
Repurchase and conversion of convertible notes | (358,710) | ||
Repayment of note payable related to purchase of AC Hotel | (6,000) | ||
Issuance of senior notes | 400,000 | ||
Repurchase of Company stock for retirement | (24,811) | ||
Repurchase of common stock warrants | (154,681) | (177,423) | |
Deferred financing costs paid | (11,155) | (8,428) | |
Payment of dividends | (151,160) | (131,305) | (109,414) |
Proceeds from exercise of stock options | 1,702 | 1,776 | 6,862 |
Payment of tax withholdings for share-based compensation | (3,235) | (3,700) | (5,220) |
Other financing activities, net | (19) | (377) | (600) |
Net cash provided by (used in) financing activities | (111,523) | (183,542) | (177,933) |
Net change in cash and cash equivalents | 2,837 | (20,117) | 14,829 |
Cash and cash equivalents - unrestricted, beginning of period | 56,291 | 76,408 | 61,579 |
Cash and cash equivalents - unrestricted, end of period | 59,128 | 56,291 | 76,408 |
Parent Guarantor [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 171,231 | 277,963 | 641,606 |
Purchases of property and equipment | (507) | (422) | (6,659) |
Proceeds from sale of Peterson LOI | 6,785 | 10,000 | 9,350 |
Net cash flows used in investing activities | 6,278 | 9,578 | 2,691 |
Repurchase and conversion of convertible notes | (358,710) | ||
Repurchase of Company stock for retirement | (24,811) | ||
Repurchase of common stock warrants | (154,681) | (177,423) | |
Payment of dividends | (151,160) | (131,305) | (109,414) |
Proceeds from exercise of stock options | 1,702 | 1,776 | 6,862 |
Payment of tax withholdings for share-based compensation | (3,235) | (3,700) | (5,220) |
Net cash provided by (used in) financing activities | (177,504) | (287,910) | (643,905) |
Net change in cash and cash equivalents | 5 | (369) | 392 |
Cash and cash equivalents - unrestricted, beginning of period | 23 | 392 | |
Cash and cash equivalents - unrestricted, end of period | 28 | 23 | 392 |
Issuer [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | (66,344) | (104,168) | (466,285) |
Net borrowings (repayments) under credit facility | 76,000 | (280,100) | 77,000 |
Net borrowings (repayments) under term loan B | (4,000) | (4,000) | 398,000 |
Repayment of note payable related to purchase of AC Hotel | (6,000) | ||
Issuance of senior notes | 400,000 | ||
Deferred financing costs paid | (11,155) | (8,428) | |
Net cash provided by (used in) financing activities | 66,000 | 104,745 | 466,572 |
Net change in cash and cash equivalents | (344) | 577 | 287 |
Cash and cash equivalents - unrestricted, beginning of period | 1,578 | 1,001 | 714 |
Cash and cash equivalents - unrestricted, end of period | 1,234 | 1,578 | 1,001 |
Guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 31,365 | 5,794 | (24) |
Purchases of property and equipment | (36,122) | (5,672) | 60 |
Other investing activities | 4,622 | ||
Net cash flows used in investing activities | (31,500) | (5,672) | 60 |
Net change in cash and cash equivalents | (135) | 122 | 36 |
Cash and cash equivalents - unrestricted, beginning of period | 158 | 36 | |
Cash and cash equivalents - unrestricted, end of period | 23 | 158 | 36 |
Non-Guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 157,349 | 58,473 | 76,927 |
Purchases of property and equipment | (81,348) | (73,721) | (51,778) |
Purchase of AC Hotel | (21,206) | ||
Investment in Gaylord Rockies joint venture | (70,141) | ||
(Increase) decrease in restricted cash and cash equivalents | 293 | (4,945) | 2,759 |
Other investing activities | (2,823) | 123 | 8,012 |
Net cash flows used in investing activities | (154,019) | (78,543) | (62,213) |
Other financing activities, net | (19) | (377) | (600) |
Net cash provided by (used in) financing activities | (19) | (377) | (600) |
Net change in cash and cash equivalents | 3,311 | (20,447) | 14,114 |
Cash and cash equivalents - unrestricted, beginning of period | 54,532 | 74,979 | 60,865 |
Cash and cash equivalents - unrestricted, end of period | $ 57,843 | $ 54,532 | $ 74,979 |
Real Estate and Accumulated D94
Real Estate and Accumulated Depreciation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial cost, land | 128,872 | |||
Initial Cost, buildings & improvements | 1,660,915 | |||
Costs capitalized subs to Acquisition | 739,854 | |||
Gross amount, land | 226,579 | |||
Gross amount, buildings & improvements | 2,303,062 | |||
Gross amount, total | 2,529,641 | $ 2,510,579 | $ 2,488,361 | $ 2,436,266 |
Accumulated depreciation | 818,323 | $ 754,861 | $ 691,691 | $ 629,292 |
Gaylord Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | 9,817 | |||
Initial Cost, buildings & improvements | 77,125 | |||
Costs capitalized subs to Acquisition | 557,399 | |||
Gross amount, land | 48,087 | |||
Gross amount, buildings & improvements | 596,254 | |||
Gross amount, total | 644,341 | |||
Accumulated depreciation | $ 318,015 | |||
Date of acquisition/ Construction | 1,983 | |||
Gaylord Palms [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | $ 21,564 | |||
Initial Cost, buildings & improvements | 314,661 | |||
Costs capitalized subs to Acquisition | 50,313 | |||
Gross amount, land | 34,421 | |||
Gross amount, buildings & improvements | 352,117 | |||
Gross amount, total | 386,538 | |||
Accumulated depreciation | $ 143,294 | |||
Date of acquisition/ Construction | 2,002 | |||
Gaylord Texan [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | $ 21,235 | |||
Initial Cost, buildings & improvements | 388,030 | |||
Costs capitalized subs to Acquisition | 78,812 | |||
Gross amount, land | 46,406 | |||
Gross amount, buildings & improvements | 441,671 | |||
Gross amount, total | 488,077 | |||
Accumulated depreciation | $ 144,661 | |||
Date of acquisition/ Construction | 2,004 | |||
Gaylord National [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | $ 43,212 | |||
Initial Cost, buildings & improvements | 840,261 | |||
Costs capitalized subs to Acquisition | 17,514 | |||
Gross amount, land | 46,867 | |||
Gross amount, buildings & improvements | 854,120 | |||
Gross amount, total | 900,987 | |||
Accumulated depreciation | $ 186,405 | |||
Date of acquisition/ Construction | 2,008 | |||
Inn at Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial cost, land | 2,675 | |||
Initial Cost, buildings & improvements | 7,248 | |||
Costs capitalized subs to Acquisition | 13,137 | |||
Gross amount, land | 2,931 | |||
Gross amount, buildings & improvements | 20,129 | |||
Gross amount, total | 23,060 | |||
Accumulated depreciation | $ 7,857 | |||
Date of acquisition/ Construction | 1,998 | |||
AC Hotel [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial cost, land | 9,079 | |||
Initial Cost, buildings & improvements | 17,340 | |||
Costs capitalized subs to Acquisition | 3,655 | |||
Gross amount, land | 9,099 | |||
Gross amount, buildings & improvements | 20,975 | |||
Gross amount, total | 30,074 | |||
Accumulated depreciation | $ 1,074 | |||
Date of acquisition/ Construction | 2,014 | |||
Miscellaneous [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial cost, land | 21,290 | |||
Initial Cost, buildings & improvements | 16,250 | |||
Costs capitalized subs to Acquisition | 19,024 | |||
Gross amount, land | 38,768 | |||
Gross amount, buildings & improvements | 17,796 | |||
Gross amount, total | 56,564 | |||
Accumulated depreciation | $ 17,017 | |||
Minimum [Member] | Gaylord Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Gaylord Palms [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Gaylord Texan [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Gaylord National [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Inn at Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | AC Hotel [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Miscellaneous [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Maximum [Member] | Gaylord Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Gaylord Palms [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Gaylord Texan [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Gaylord National [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Inn at Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | AC Hotel [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Miscellaneous [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years |
Real Estate Investment and Accu
Real Estate Investment and Accumulated Depreciation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |||
Balance at beginning of year | $ 2,510,579 | $ 2,488,361 | $ 2,436,266 |
Acquisitions | 33,077 | ||
Improvements | 21,899 | 22,302 | 19,150 |
Disposals | (2,837) | (84) | (132) |
Balance at end of year | 2,529,641 | 2,510,579 | 2,488,361 |
Balance at beginning of year | 754,861 | 691,691 | 629,292 |
Depreciation | 63,718 | 63,180 | 62,492 |
Disposals | (256) | (10) | (93) |
Balance at end of year | $ 818,323 | $ 754,861 | $ 691,691 |
Real Estate and Accumulated D96
Real Estate and Accumulated Depreciation (Parenthetical) (Detail) $ in Millions | Dec. 31, 2016USD ($) |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Aggregate cost of properties for federal income tax | $ 2,400 |
Amount outstanding under credit facility | $ 384.5 |