Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jan. 31, 2021 | Jun. 30, 2020 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 1-13079 | ||
Entity Registrant Name | RYMAN HOSPITALITY PROPERTIES, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 73-0664379 | ||
Entity Address, Address Line One | One Gaylord Drive | ||
Entity Address, City or Town | Nashville | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37214 | ||
City Area Code | 615 | ||
Local Phone Number | 316-6000 | ||
Title of 12(b) Security | Common stock, par value $.01 | ||
Trading Symbol | RHP | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 54,983,526 | ||
Entity Public Float | $ 1,752,136,111 | ||
Entity Central Index Key | 0001040829 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS: | ||
Property and equipment, net of accumulated depreciation (including $932,473 and $979,012 from VIEs, respectively) | $ 3,117,247 | $ 3,130,252 |
Cash and cash equivalents - unrestricted (including $14,441 and $33,772 from VIEs, respectively) | 56,697 | 362,430 |
Cash and cash equivalents - restricted (including $4,167 and $3,653 from VIEs, respectively) | 23,057 | 57,966 |
Notes receivable, net | 71,923 | 110,135 |
Trade receivables, net (including $2,184 and $16,523 from VIEs, respectively) | 20,106 | 70,768 |
Deferred income tax assets, net | 25,959 | |
Prepaid expenses and other assets (including $32,966 and $27,888 from VIEs, respectively) | 100,494 | 123,845 |
Intangible assets (including $162,366 and $202,366 from VIEs, respectively) | 166,971 | 207,113 |
Total assets | 3,556,495 | 4,088,468 |
LIABILITIES AND EQUITY: | ||
Debt and finance lease obligations (including $794,416 and $792,696 from VIEs, respectively) | 2,658,008 | 2,559,968 |
Accounts payable and accrued liabilities (including $59,573 and $57,590 from VIEs, respectively) | 203,121 | 264,915 |
Dividends payable | 843 | 50,711 |
Deferred management rights proceeds | 172,724 | 175,332 |
Operating lease liabilities | 107,569 | 106,331 |
Deferred income tax liabilities, net | 665 | |
Other liabilities (including $18,978 and $2,174 from VIEs, respectively) | 92,779 | 64,971 |
Total liabilities | 3,235,709 | 3,222,228 |
Commitments and contingencies | ||
Noncontrolling interest in consolidated joint venture | 100,969 | 221,511 |
Equity: | ||
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding | ||
Common stock, $.01 par value, 400,000 shares authorized, 54,982 and 54,897 shares issued and outstanding, respectively | 550 | 549 |
Additional paid-in capital | 1,192,261 | 1,185,168 |
Treasury stock of 648 and 619 shares, at cost | (18,467) | (17,315) |
Accumulated deficit | (911,092) | (495,514) |
Accumulated other comprehensive loss | (57,951) | (28,159) |
Total stockholders' equity | 205,301 | 644,729 |
Noncontrolling interest in Operating Partnership | 14,516 | |
Total equity | 219,817 | 644,729 |
Total liabilities and equity | $ 3,556,495 | $ 4,088,468 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 3,117,247 | $ 3,130,252 |
Cash and cash equivalents - unrestricted | 56,697 | 362,430 |
Cash and cash equivalents - restricted | 23,057 | 57,966 |
Notes receivable, net | 71,923 | 110,135 |
Trade receivables, net | 20,106 | 70,768 |
Prepaid expenses and other assets | 100,494 | 123,845 |
Intangible assets | 166,971 | 207,113 |
Debt and finance lease obligations | 2,658,008 | 2,559,968 |
Accounts payable and accrued liabilities | 203,121 | 264,915 |
Other liabilities | 92,779 | 64,971 |
Accounts Receivable, Net [Abstract] | ||
Credit loss reserve | $ 2,184 | $ 16,523 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 54,982,000 | 54,897,000 |
Common stock, shares outstanding (in shares) | 54,981,000 | 54,897,000 |
Treasury Stock, Shares [Abstract] | ||
Treasury stock, shares (in shares) | 648,000 | 619,000 |
Variable Interest Entity [Member] | ||
Assets [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 932,473 | $ 979,012 |
Cash and cash equivalents - unrestricted | 14,441 | 33,772 |
Cash and cash equivalents - restricted | 4,167 | 3,653 |
Prepaid expenses and other assets | 32,966 | 27,888 |
Intangible assets | 162,366 | 202,366 |
Debt and finance lease obligations | 794,416 | 792,696 |
Accounts payable and accrued liabilities | 59,573 | 57,590 |
Other liabilities | $ 18,978 | $ 2,174 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Total revenues | $ 524,475 | $ 1,604,566 | $ 1,275,118 |
Operating expenses: | |||
Total hotel operating expenses | 472,840 | 957,175 | 771,239 |
Entertainment | 78,301 | 126,609 | 109,249 |
Corporate | 28,795 | 36,282 | 30,833 |
Preopening costs | 1,665 | 3,122 | 4,869 |
Gain on sale of assets | (1,161) | ||
Credit loss on held-to-maturity securities | 32,784 | ||
Impairment charges | 23,783 | ||
Depreciation and amortization | 215,082 | 213,847 | 120,876 |
Other-than-temporary impairment loss on held-to-maturity securities: | |||
Total operating expenses | 828,306 | 1,337,035 | 1,060,849 |
Operating income (loss) | (303,831) | 267,531 | 214,269 |
Interest expense | (115,783) | (131,620) | (74,961) |
Interest income | 7,304 | 11,769 | 10,469 |
Loss on extinguishment of debt | (494) | ||
Income (loss) from unconsolidated joint ventures | (6,451) | (1,110) | 125,005 |
Other gains and (losses), net | (14,976) | 693 | 1,633 |
Income (loss) before income taxes | (433,737) | 146,769 | 276,415 |
Provision for income taxes | (27,084) | (18,475) | (11,745) |
Net income (loss) | (460,821) | 128,294 | 264,670 |
Net loss attributable to noncontrolling interest in consolidated joint venture | 42,474 | 17,500 | |
Net loss attributable to noncontrolling interest in Operating Partnership | 956 | ||
Net income (loss) available to common stockholders | $ (417,391) | $ 145,794 | $ 264,670 |
Basic income (loss) per share available to common stockholders | $ (7.59) | $ 2.82 | $ 5.16 |
Diluted income (loss) per share available to common stockholders | $ (7.59) | $ 2.81 | $ 5.14 |
Notes Receivable [Member] | |||
Other-than-temporary impairment loss on held-to-maturity securities: | |||
Interest income | $ 6,200 | $ 10,200 | $ 10,100 |
Rooms [Member] | |||
Revenues: | |||
Total revenues | 171,718 | 557,562 | 454,370 |
Operating expenses: | |||
Total hotel operating expenses | 58,943 | 144,834 | 118,060 |
Food and Beverage [Member] | |||
Revenues: | |||
Total revenues | 187,538 | 660,770 | 519,843 |
Operating expenses: | |||
Total hotel operating expenses | 146,141 | 362,850 | 282,906 |
Hotel, Other [Member] | |||
Revenues: | |||
Total revenues | 106,789 | 203,114 | 153,690 |
Operating expenses: | |||
Total hotel operating expenses | 260,690 | 409,883 | 339,529 |
Management Fees [Member] | |||
Operating expenses: | |||
Total hotel operating expenses | 7,066 | 39,608 | 30,744 |
Entertainment [Member] | |||
Revenues: | |||
Total revenues | $ 58,430 | $ 183,120 | $ 147,215 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net income (loss) | $ (460,821) | $ 128,294 | $ 264,670 |
Other comprehensive income (loss), before tax: | |||
Gains (losses) arising during the period | (2,901) | 693 | (2,231) |
Amount reclassified from accumulated other comprehensive loss | 194 | 97 | (64) |
Total gain (loss) on minimum pension liability | (2,707) | 790 | (2,295) |
Interest rate derivatives: | |||
Gains (losses) arising during period | (39,958) | 3,539 | |
Amount reclassified from accumulated other comprehensive loss | 10,505 | (1,905) | |
Total income (loss) from interest rate derivatives | (29,453) | 1,634 | |
Other-than-temporary impairment loss on held-to-maturity securities: | |||
Amount reclassified from accumulated other comprehensive loss | 210 | 333 | 333 |
Total non-credit loss on other-than-temporary impairment | 210 | 333 | 333 |
Other comprehensive income (loss), before tax | (31,950) | 2,757 | (1,962) |
Income tax (provision) benefit related to items of comprehensive loss | (185) | 630 | |
Other comprehensive income (loss), net of tax | (31,950) | 2,572 | (1,332) |
Comprehensive income (loss) | (492,771) | 130,866 | 263,338 |
Comprehensive income (loss) available to common stockholders | (442,913) | 149,194 | $ 263,338 |
Consolidated Joint Venture [Member] | |||
Other-than-temporary impairment loss on held-to-maturity securities: | |||
Comprehensive loss attributable to noncontrolling interest | 48,989 | $ 18,328 | |
Operating Partnership [Member] | |||
Other-than-temporary impairment loss on held-to-maturity securities: | |||
Comprehensive loss attributable to noncontrolling interest | $ 869 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (460,821) | $ 128,294 | $ 264,670 |
Amounts to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||
Provision for deferred income taxes | 26,526 | 14,414 | 10,190 |
Depreciation and amortization | 215,082 | 213,847 | 120,876 |
Amortization of deferred financing costs | 7,948 | 7,662 | 5,632 |
Credit loss on held-to-maturity securities | 32,784 | ||
Impairment charges | 23,783 | ||
Forfeiture of Block 21 earnest deposit | 15,000 | ||
Write-off of deferred financing costs | 281 | 3,079 | 1,956 |
(Income) loss from unconsolidated joint ventures | 6,451 | 1,110 | (125,005) |
Stock-based compensation expense | 8,732 | 7,833 | 7,656 |
Changes in: | |||
Trade receivables | 50,501 | (2,844) | (8,320) |
Accounts payable and accrued liabilities | (59,828) | (13,674) | 22,201 |
Other assets and liabilities | (4,180) | (5,035) | (1,720) |
Net cash flows provided by (used in) operating activities | (161,524) | 354,686 | 321,919 |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (165,463) | (152,541) | (188,217) |
Collection of notes receivable | 2,985 | 13,211 | 2,560 |
Other investing activities, net | (1,302) | 1,015 | (7,927) |
Net cash flows provided by (used in) investing activities | (172,648) | (163,037) | (423,310) |
Cash Flows from Financing Activities: | |||
Net borrowings under revolving credit facility | 106,000 | (525,000) | 354,000 |
Repayments under term loan B | (5,000) | (105,000) | (5,000) |
Issuance of senior notes | 702,500 | ||
Redemption of senior notes | (350,000) | ||
Deferred financing costs paid | (2,214) | (27,666) | (642) |
Issuance of common stock | 282,908 | ||
Payment of dividends | (102,331) | (183,346) | (172,415) |
Distribution from consolidated joint venture to noncontrolling interest partners | (992) | (113,894) | |
Payment of tax withholdings for share-based compensation | (1,688) | (3,989) | (4,164) |
Other financing activities, net | (245) | (243) | (9) |
Net cash flows used in financing activities | (6,470) | 79,658 | 171,770 |
Net change in cash, cash equivalents, and restricted cash | (340,642) | 271,307 | 70,379 |
Cash, cash equivalents, and restricted cash, beginning of period | 420,396 | 149,089 | 78,710 |
Cash, cash equivalents, and restricted cash, end of period | 79,754 | 420,396 | 149,089 |
Block 21 [Member] | |||
Cash Flows from Investing Activities: | |||
Earnest money deposit for potential Block 21 acquisition | (15,000) | ||
$300 Million Term Loan A [Member] | |||
Cash Flows from Financing Activities: | |||
Borrowing under Gaylord Rockies term loan | 100,000 | ||
Gaylord Rockies [Member] | |||
Amounts to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||
(Income) loss from unconsolidated joint ventures | (124,400) | ||
Cash Flows from Investing Activities: | |||
Purchase of additional interest in Gaylord Rockies joint venture, net of cash acquired | (5,481) | (223,564) | |
Cash Flows from Financing Activities: | |||
Borrowing under Gaylord Rockies term loan | 800,000 | ||
Repayment of Gaylord Rockies construction and mezzanine loans | (496,612) | ||
Opry City Stage [Member] | |||
Cash Flows from Investing Activities: | |||
Purchase of additional interest in Gaylord Rockies joint venture, net of cash acquired | (3,963) | ||
Other Joint Ventures [Member] | |||
Cash Flows from Investing Activities: | |||
Investment in other joint ventures | $ (8,868) | $ (4,241) | $ (2,199) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet: | ||||
Cash and cash equivalents - unrestricted | $ 56,697 | $ 362,430 | $ 103,437 | |
Cash and cash equivalents - restricted | 23,057 | 57,966 | 45,652 | |
Cash, cash equivalents, and restricted cash, end of period | $ 79,754 | $ 420,396 | $ 149,089 | $ 78,710 |
Consolidated Statements of Equi
Consolidated Statements of Equity And Noncontrolling Interest - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | AOCI Attributable to Parent [Member] | Parent [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Parent [Member] | Noncontrolling Interest [Member] | Redeemable Noncontrolling Interest In Joint Venture [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Total |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Transition adjustment related to adoption | $ 512 | $ 896,759 | $ (13,253) | $ (479,170) | $ (26,692) | $ 378,156 | $ 378,156 | ||||||
Beginning balance at Dec. 31, 2017 | 512 | 896,759 | (13,253) | (479,170) | (26,692) | 378,156 | 378,156 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | 264,670 | 264,670 | 264,670 | ||||||||||
Transition adjustment related to adoption | 513 | 900,795 | (15,183) | $ (134) | (388,524) | (28,024) | $ (134) | 469,577 | $ 287,433 | $ (134) | 469,577 | ||
Other comprehensive income (loss), net of income taxes | (1,332) | (1,332) | (1,332) | ||||||||||
Payment of dividends | 514 | (1,930) | (173,890) | (175,306) | (175,306) | ||||||||
Exercise of stock options | 11 | 11 | 11 | ||||||||||
Restricted stock units and stock options surrendered | 1 | (4,145) | (4,144) | (4,144) | |||||||||
Stock-based compensation expense | 7,656 | 7,656 | 7,656 | ||||||||||
Establishment of noncontrolling interest in consolidated joint venture | 287,433 | ||||||||||||
Ending balance at Dec. 31, 2018 | 513 | 900,795 | (15,183) | (134) | (388,524) | (28,024) | (134) | 469,577 | 287,433 | (134) | 469,577 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Transition adjustment related to adoption | 513 | 900,795 | (15,183) | (134) | (388,524) | (28,024) | (134) | 469,577 | 287,433 | (134) | 469,577 | ||
Net income (loss) | 145,794 | 145,794 | (17,500) | 145,794 | |||||||||
Adjustment of noncontrolling interest to redemption value | (68,054) | (68,054) | 68,054 | (68,054) | |||||||||
Transition adjustment related to adoption | $ 549 | 1,185,168 | (17,315) | 2,707 | (495,514) | $ (2,707) | (28,159) | (134) | 644,729 | 221,511 | (134) | 469,577 | |
Other comprehensive income (loss), net of income taxes | 2,572 | 2,572 | 2,572 | ||||||||||
Distribution from consolidated joint venture | (113,894) | ||||||||||||
Issuance of Company's common stock | 282,873 | 282,908 | $ 282,908 | ||||||||||
Issuance of Company's common stock (in shares) | 35 | 3,500 | |||||||||||
Payment of dividends | 532 | (2,132) | (187,437) | (189,037) | $ (189,037) | ||||||||
Exercise of stock options | 35 | 35 | 35 | ||||||||||
Restricted stock units and stock options surrendered | $ 1 | (4,001) | (4,000) | (4,000) | |||||||||
Redemption of noncontrolling interests | (2,899) | (2,899) | (2,582) | (2,899) | |||||||||
Stock-based compensation expense | 7,833 | 7,833 | 7,833 | ||||||||||
Ending balance at Dec. 31, 2019 | 549 | 1,185,168 | (17,315) | 2,707 | (495,514) | (2,707) | (28,159) | 644,729 | 221,511 | 644,729 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (17,500) | ||||||||||||
Transition adjustment related to adoption | 549 | 1,185,168 | (17,315) | 2,707 | (495,514) | (2,707) | (28,159) | 644,729 | 221,511 | 644,729 | |||
Net income (loss) | (417,391) | (417,391) | (417,391) | ||||||||||
Net loss | $ (956) | (956) | |||||||||||
Net loss | (418,347) | ||||||||||||
Adjustment of noncontrolling interest to redemption value | 60,106 | 60,106 | (60,106) | 60,106 | |||||||||
Transition adjustment related to adoption | 550 | 1,192,261 | (18,467) | (5,343) | (911,092) | 2,158 | (57,951) | (3,185) | 205,301 | 14,516 | 100,969 | (3,185) | 644,729 |
Other comprehensive income (loss), net of income taxes | (31,950) | (31,950) | (31,950) | ||||||||||
Issuance of partnership units in Operating Partnership | 15,472 | 15,472 | |||||||||||
Distribution from consolidated joint venture | (992) | ||||||||||||
Payment of dividends | 135 | (1,152) | (51,450) | (52,467) | (52,467) | ||||||||
Restricted stock units and stock options surrendered | 1 | (1,774) | (1,773) | (1,773) | |||||||||
Redemption of noncontrolling interests | (1,500) | (1,500) | (16,970) | (1,500) | |||||||||
Stock-based compensation expense | 8,732 | 8,732 | 8,732 | ||||||||||
Ending balance at Dec. 31, 2020 | 550 | 1,192,261 | (18,467) | (5,343) | (911,092) | 2,158 | (57,951) | (3,185) | 205,301 | 14,516 | 100,969 | (3,185) | 219,817 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (42,474) | ||||||||||||
Net loss | (42,474) | ||||||||||||
Transition adjustment related to adoption | $ 550 | $ 1,192,261 | $ (18,467) | $ (5,343) | $ (911,092) | $ 2,158 | $ (57,951) | $ (3,185) | $ 205,301 | $ 14,516 | $ 100,969 | $ (3,185) | $ 219,817 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity And Noncontrolling Interest (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity And Noncontrolling Interest [Abstract] | |||
Dividend amount for current period (in dollars per share) | $ 0.95 | $ 3.60 | $ 3.40 |
Description of the Business and
Description of the Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Description of the Business and Summary of Significant Accounting Policies | |
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 five resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”), which is owned by a joint venture (the “Gaylord Rockies joint venture”) in which the Company owns a 65% interest. The Company’s other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National. For more information regarding the Company’s increase in its ownership percentage in the Gaylord Rockies joint venture as of December 31, 2018, see Note 4, “Investment in Gaylord Rockies Joint Venture.” The Company also owns a number of media and entertainment assets, including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, and the General Jackson Showboat (“General Jackson”). The Company also owns a 50% interest in a joint venture intended to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”), which launched its broadcast network on January 1, 2020. See Note 13, “Commitments and Contingencies,” for further disclosure. The Company previously owned Opry City Stage, a four-level entertainment complex in Times Square that opened in December 2017 under a joint venture agreement of which the Company initially owned 50%. In the second quarter of 2018 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 and the non-controlling operating partnership unit holders discussed in Note 11, “Equity” are the sole limited partners of the Operating Partnership, and Ryman currently owns, either directly or indirectly, 99.2% 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, documents or other information filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. On December 31, 2018, the Company amended the limited partnership agreement of the Operating Partnership to provide that its partnership units may be exchanged on a one-for-one basis for shares of the Company’s common stock. Under certain circumstances, the Company may issue such partnership units as consideration to acquire hotel properties. See Note 11, “Equity,” for further disclosure. 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. See Note 4, “Investment in Gaylord Rockies Joint Venture,” for further discussion of the Company’s equity investment in the Gaylord Rockies joint venture. Each of the Company’s Gaylord Hotels properties is managed by Marriott pursuant to a management agreement for each hotel. Entertainment The Entertainment segment includes the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, the General Jackson, the Wildhorse Saloon, Gaylord Springs, and the Company’s investment in the Circle joint venture, among various others. 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 its 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. 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 increased investment in the Gaylord Rockies joint venture and certain related agreements provide that a subsidiary of the Company is the managing member and is responsible for day-to-day management of the joint venture and for future financings meeting certain parameters. Designated decisions, such as refinancings that do not meet established parameters, future expansions of the hotel, transactions with affiliates, selling the hotel, and admitting additional members of the joint venture, are to be approved by a majority vote of a committee consisting of two members designated by the Company and two members designated by the minority partner. Based on management’s analysis of these updated agreements, management concluded the Company’s responsibility for the day-to-day management of the joint venture and for future financings meeting certain parameters results in the Company having the power to direct the activities that most significantly impact the economic performance of the joint venture. In addition, the shared decisions represent protective rights of both parties. Thus, the Company became the primary beneficiary of this variable interest entity at December 31, 2018. As such, the Company consolidated the assets and liabilities of the joint venture effective December 31, 2018 and began consolidating the ongoing operations of the joint venture effective January 1, 2019. See “Noncontrolling Interest in Consolidated Joint Venture” and Note 4, “Investment in Gaylord Rockies Joint Venture,” below for further discussion. The terms of the Company's joint venture agreement in Circle provide that the Company and its joint venture partner each share the authority to make major decisions in the joint venture, including operating plans, entering into certain contracts, admitting additional members of the joint venture, issuing additional membership interests, and amending the operating agreement. In addition, the officers of Circle are not employees of the Company. Based on management’s analysis of the joint venture agreement, management concluded that the Company is not the primary beneficiary of this variable interest entity and accounts for this investment under the equity method. Impact of COVID-19 Pandemic The novel coronavirus disease (COVID-19) pandemic continues to spread throughout the United States and is having an unprecedented impact on the U.S. economy. Due to the COVID-19 pandemic, the Company has experienced disruption of its business and in March 2020 temporarily suspended operations of most of its assets, as further described below. While most of the Company’s assets are reopening at some capacity, there is significant uncertainty surrounding the full extent of the impact of the COVID-19 pandemic on the Company’s future results of operations and financial position. The Company, in consultation with local governmental authorities, first determined to close its Nashville-based entertainment venues in mid-March 2020. As cancellations at the Gaylord Hotels properties began to increase, the Company and its hotel manager, Marriott, implemented a series of operational changes, culminating with the suspension of operations at the Gaylord Hotels properties in late March 2020. Gaylord Texan reopened June 8, 2020, and Gaylord Opryland, Gaylord Palms and Gaylord Rockies reopened June 25, 2020. Gaylord National remains closed. In the Company’s Entertainment segment, in addition to the temporary closure of its entertainment assets, the Company took steps to reduce operating costs in all areas. Many of the Company’s attractions reopened at reduced capacities in May and June 2020. The Grand Ole Opry and Ryman Auditorium began offering limited-capacity tours in June 2020, and in September 2020, they reopened for limited-capacity publicly attended performances. The Company amended its credit facility on April 23, 2020, and again on December 22, 2020. As described more fully in Note 5, “Debt”, the amendments provide temporary waivers of covenants within the facility, among other temporary changes. The Company continues to pay all required debt service payments on its indebtedness, lease payments, taxes and other payables. At December 31, 2020, the Company had an additional $593.2 million available for borrowing under its revolving credit facility and $56.7 million in unrestricted cash on hand. In addition, following the payment of the Company’s first quarter 2020 dividend as discussed in Note 11, “Equity,” the Company suspended its regular quarterly dividend payments. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Company’s credit agreement amendments described in Note 5, “Debt,” permits payment of dividends as necessary to maintain the Company’s REIT status and permits the Company to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of director’s determinations as to the amount of distributions and timing thereof. The Company has deferred substantially all non-essential capital projects, in addition to delaying the Gaylord Rockies expansion project, which was scheduled to begin construction in second quarter 2020. The Gaylord Palms expansion project is continuing, and the Company believes the expansion will allow Gaylord Palms to serve groups moving meetings to 2021. Termination of Block 21 Acquisition In December 2019, the Company entered into an agreement to purchase Block 21, a mixed-use entertainment, lodging, office and retail complex located in Austin, Texas, for $275 million, which included the assumption of approximately $141 million of existing mortgage debt. In May 2020, in response to the then-existing capital markets and economic environment caused by the COVID-19 pandemic, the Company determined it was not in the best interest of shareholders to focus resources and capital on the project and terminated the related purchase agreement. The Company forfeited a nonrefundable December 2019 deposit of $15 million and recorded a loss, which is included in other gains and (losses), net in the accompanying consolidated statement of operations for 2020. Property and Equipment Property and equipment are stated at cost or at estimated fair value if recorded in connection with purchase accounting. 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 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 manager for furniture, fixtures and equipment reserves. In addition, the Company holds certificates of deposit with an original maturity of greater than three months in order to secure its Tennessee workers’ compensation self-insurance obligations. Supplemental Cash Flow Information Cash paid for interest, net of amounts from interest rate swaps, for the years ended December 31 was comprised of (amounts in thousands): 2020 2019 2018 Debt interest paid $ 113,743 $ 121,876 $ 74,821 Capitalized interest (3,753) (1,618) (10,013) Cash paid for interest, net of capitalized interest $ 109,990 $ 120,258 $ 64,808 Net cash payments of income taxes in 2020, 2019 and 2018 were $1.7 million, $3.6 million and $1.6 million, respectively. 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. Credit Loss Reserves on Accounts Receivable The Company provides credit loss reserves based upon a percentage of accounts receivable that considers historical write-offs, current economic conditions, and management’s expectations about future economic conditions, as well as 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): 2020 2019 Prepaid expenses $ 19,447 $ 18,888 Supplemental deferred compensation plan assets 31,277 29,174 Tax rebate receivables 27,096 20,389 Earnest money deposit for potential Block 21 acquisition — 15,000 Inventories 7,157 10,329 Deferred financing costs on revolving credit facility — 8,493 Derivative assets — 3,808 Other 15,517 17,764 Total prepaid expenses and other assets $ 100,494 $ 123,845 Prepaid expenses consist of prepayments for property taxes, 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 net realizable value. Cost is computed on an average cost basis. Deferred financing costs (“DFCs”) on the Company’s revolving credit facility are included in prepaid expenses and other assets when the related revolving credit facility has no outstanding balance. Other assets include capitalized software costs, non-trade receivables, and investments in joint ventures, among others. The Gaylord Rockies joint venture is party to an incentive agreement with the local government that provides that the joint venture is entitled to receive monthly rebates of certain city and state taxes, including property, sales and lodging taxes. The term of the rebate agreement varies by type of tax but ranges from 25-33 years from commencement of the construction of Gaylord Rockies. The joint venture earned $41.4 million and $34.6 million in rebates in 2020 and 2019, respectively, which are generally recorded as a reduction in other hotel expenses in the accompanying consolidated statement of operations for 2020 and 2019. Intangible Assets In connection with the Company’s purchase price allocation of the Gaylord Rockies joint venture, as discussed further in Note 4, “Investment in Gaylord Rockies Joint Venture,” the Company acquired certain definite-lived intangibles, which are shown on the accompanying consolidated balance sheets. Included in these intangibles are the original estimated fair value of advanced bookings of $125.5 million and the original estimated fair value related to the Gaylord Hotels trade name, which Marriott owns, of $115.3 million. The advanced bookings asset is being amortized on a straight-line basis over a period of 3.5 years, which corresponds with the period in which the advanced deposits relate, and the value in the trade name is being amortized on a straight-line basis over 30 years , which is the period of the Marriott management agreement. The gross carrying amount of intangible assets at December 31, 2020 and 2019 was $252.8 million and $252.7 million, respectively. Accumulated amortization of intangible assets at December 31, 2020 and 2019 was $85.8 million and $45.6 million, respectively. Amortization expense related to intangible assets during 2020, 2019 and 2018 was $40.2 million, $40.2 million and $0.2 million, respectively. The estimated amounts of amortization expense for the next five years are as follows (amounts in thousands): 2021 $ 40,198 2022 22,240 2023 4,282 2024 4,044 2025 4,038 $ 74,802 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, including its investment in Circle, 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): 2020 2019 Trade accounts payable $ 23,125 $ 40,238 Property and other taxes payable 51,821 57,668 Deferred revenues 70,441 76,744 Accrued salaries and benefits 20,598 35,303 Accrued interest payable 14,263 16,520 Other accrued liabilities 22,873 38,442 Total accounts payable and accrued liabilities $ 203,121 $ 264,915 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. 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 12, “Income Taxes,” for more detail on the Company’s income taxes. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company has considered projected future taxable income and ongoing feasible tax planning strategies in assessing the need for a valuation allowance. 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, “Deferred Management Rights Proceeds,” on a straight-line basis over the 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): 2020 2019 Pension and postretirement benefits liability $ 32,686 $ 32,670 Deferred compensation liability 31,277 29,174 Derivative liabilities 27,819 2,174 Other 997 953 Total other liabilities $ 92,779 $ 64,971 Deferred Financing Costs DFCs 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 generally presented as a reduction of the related debt liability. DFCs on the Company’s revolving credit facility are included in prepaid expenses and other assets when the related revolving credit facility has no outstanding balance. During 2020, 2019 and 2018, DFCs of $7.9 million, $7.7 million and $5.6 million, respectively, were amortized and recorded as interest expense in the accompanying consolidated statements of operations. As a result of refinancing portions of the Company’s outstanding debt, the Company wrote off $0.3 million, $3.1 million and $2.0 million of DFCs during 2020, 2019 and 2018, respectively, which are included in interest expense in the accompanying consolidated statements of operations. Noncontrolling Interest The noncontrolling interest in the Gaylord Rockies joint venture represents the minority partners’ proportionate share of the assets and liabilities of the joint venture. The noncontrolling interest is classified in the mezzanine section of the consolidated balance sheets as the related redemption options do not meet the requirements for permanent equity classification because these redemption options may be redeemed by the holder as described in Note 4, “Investment in Gaylord Rockies Joint Venture.” The initial value of the noncontrolling interest, which includes certain put rights, was estimated based on the purchase price allocation performed and is discussed further in Note 4, “Investment in Gaylord Rockies Joint Venture.” In general, the carrying value on a go-forward basis will be based on the greater of the accumulated historical cost or the put right redemption value, and at December 31, 2020, approximates the fair value of the noncontrolling interest. Beginning in 2019, an adjustment is also made for the minority partners’ proportionate share of income or loss in the accompanying consolidated statement of operations. The noncontrolling interest in the Operating Partnership represents the limited partners’ proportionate share of the equity of the Operating Partnership. The noncontrolling interest is classified in the equity section of the consolidated balance sheets, separately from stockholders’ equity, as the related redemptions options are redeemable for cash, or if the Company so elects, in unregistered shares of the Company’s common stock, as discussed further in Note 11, “Equity.” An adjustment is made for the limited partners’ proportionate share of income or loss in the accompanying consolidated statement of operations. Revenue Recognition Revenues from occupied hotel rooms are recognized over time as the daily hotel stay is provided to hotel groups and guests. Revenues from concessions, food and beverage sales and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the hotel group or guest. Revenues from ancillary services at the Company’s hotels, such as spa, parking, and transportation services, are generally recognized at the time the goods or services are provided. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are generally recognized as revenue in the period the Company determines it is probable that a significant reversal in the amount of revenue recognized will not occur, which is typically the period these fees are collected. The Company generally recognizes revenues from the Entertainment segment at the point in time that services are provided or goods are delivered or shipped to the customer, as applicable. 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. The Company’s revenues disaggregated by major source are as follows (in thousands): 2020 2019 2018 Hotel group rooms $ 88,606 $ 387,741 $ 312,364 Hotel transient rooms 83,112 169,821 142,006 Hotel food and beverage - banquets 116,624 453,612 360,181 Hotel food and beverage - outlets 70,914 207,158 159,662 Hotel other 106,789 203,114 153,690 Entertainment admissions/ticketing 16,564 81,434 69,291 Entertainment food and beverage 21,506 63,815 45,961 Entertainment retail and other 20,360 37,871 31,963 Total revenues $ 524,475 $ 1,604,566 $ 1,275,118 The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): 2020 2019 2018 Gaylord Opryland $ 133,333 $ 385,610 $ 365,999 Gaylord Palms 77,819 208,298 200,763 Gaylord Texan 111,236 292,548 260,418 Gaylord National 52,026 281,367 274,299 Gaylord Rockies 84,715 226,576 — AC Hotel 3,332 11,725 10,761 Inn at Opryland and other 3,584 15,322 15,663 Total Hospitality segment revenues $ 466,045 $ 1,421,446 $ 1,127,903 The majority of the Company’s Entertainment segment revenues are concentrated in Tennessee. The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. At December 31, 2020 and 2019, the Company had $70.4 million and $76.7 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. Of the amount outstanding at December 31, 2019, approximately $45.4 million was recognized in revenues during 2020. Management Fees The Company pays Marriott a base management fee of approximately 2% of revenues for the wholly-owned properties that Marriott manages and a base management fee of approximately 3% of revenues for Gaylord Rockies, as well as an incentive fee for each managed property that is based on profitability. The Company incurred $10.3 million, $31.6 million and $23.3 million in base management fees to Marriott during 2020, 2019 and 2018, respectively. The Company incurred $0, $12.6 million and $11.8 million in incentive fees to Marriott during 2020, 2019 and 2018, 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, “Deferred Management Rights Proceeds.” Advertising Costs Advertising costs are expensed as incurred and were $23.0 million, $53.2 million, and $41.2 million for 2020, 2019 and 2018, respectively. Stock-Based Compensation The Company has stock-based employee compensation plans, which are described more fully in Note 8, “Stock Plans.” 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 2020 include costs associated with Ole Red Orlando, which opened in June 2020, and the Gaylord Palms expansion, which is expected to be completed in April 2021. The Company’s preopening costs during 2019 include costs associated with Ole Red Gatlinburg, which opened in March 2019, costs associated with the opening of Gaylord Rockies, which opened on a fully operational basis in the first quarter of 2019, and costs associated with the expansion at Gaylord Palms. The Company’s preopening costs during 2018 include costs associated with an expansion of the guest rooms and convention space at Gaylord Texan, which opened in May 2018, costs associated with Ole Red Nashville, which opened in May 2018, and costs associated with SoundWaves, an indoor/outdoor luxury waterpark at Gaylord Opryland, the indoor portion of which opened in December 2018. Derivative Financial Instruments The Company has entered into and may in the future enter into additional interest rate swap agreements to hedge against interest rate fluctuations. Neither the Company nor the Gaylord Rockies joint venture uses derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges. For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative resulting from recording each instrument at estimated fair value is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $16.0 million will be reclassified from accumulated other comprehensive loss to interest expense in the next twelve months. Impairment of Long-Lived and Other Assets In accounting for the Company’s long-lived and other assets (including its property and equipment and intangible assets), the Company assesses its long-lived assets for impairment whenever events or changes in c |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property and Equipment | |
Property and Equipment | 2. Property and Equipment Property and equipment at December 31 is recorded at cost, with the exception of right-of-use finance leases and the Gaylord Rockies joint venture as discussed below, and summarized as follows (amounts in thousands): December 31, December 31, 2020 2019 Land and land improvements $ 351,618 $ 349,024 Buildings 3,462,218 3,432,136 Furniture, fixtures and equipment 960,666 968,858 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 166,084 82,906 4,942,199 4,834,537 Accumulated depreciation and amortization (1,824,952) (1,704,285) Property and equipment, net $ 3,117,247 $ 3,130,252 Property and equipment includes all property and equipment of the Gaylord Rockies joint venture, which was recorded at fair value as of December 31, 2018, according to the Company’s purchase price allocation described in Note 4, “Investment in Gaylord Rockies Joint Venture.” Depreciation expense, including amortization of assets under finance lease obligations, during 2020, 2019 and 2018 was $173.3 million, $172.2 million, and $119.5 million, respectively. In June 2017, the Company entered into an agreement with the Industrial Development Board of the Metropolitan Government of Nashville and Davidson County (the “Board”) to implement a tax abatement plan related to Gaylord Opryland. The tax abatement plan provides for the capping of real property taxes for a period of eight years by legally transferring title to the Gaylord Opryland real property to the Board. The Board financed the acquisition of the Gaylord Opryland real property by issuing a $650 million industrial revenue bond to the Company. The Board then leased this property back to the Company. The Company is obligated to make lease payments equal to the debt service on the industrial revenue bond. No cash was exchanged, and no cash will be exchanged in connection with the Company’s lease payments under the lease. The tax abatement period extends through the term of the lease, which coincides with the nine-year maturity of the bond. At any time, the Company has the option to repurchase the real property at a de minimis amount. Due to the form of these transactions, the Company has not recorded the bond or the lease obligation associated with the sale lease-back transaction, and the cost of the Gaylord Opryland real property remains recorded on the balance sheet and is being depreciated over its estimated useful life. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Notes Receivable | |
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”) and an additional bond with a face value of $50 million (“Series B Bond”), which were delivered to the Company upon substantial completion and opening of 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 records the amortization of discount on these notes receivable as interest income over the terms of the notes. The Company is currently holding the bonds, which have aggregate carrying values and approximate fair values of $71.9 million and $110.1 million at December 31, 2020 and 2019, respectively, net of a credit loss reserve of $38.0 million and $0, respectively. The Company is receiving the debt service on the notes receivable, which are payable from tax increments, hotel taxes and special hotel rental taxes generated from the development through the maturity date. The Company’s estimate of credit loss reserves is sensitive to the significant assumptions, which include the projections of hotel taxes (which are based on expected hotel revenues) and property taxes, both of which are affected by expectations about future market and economic conditions, particularly those in the Washington D.C. market. These assumptions are based on Level 3 inputs. Further, such assumptions are judgmental as the bonds and related projected cash flows continue for an extending period of time through 2037 and include uncertainty of the impact of the COVID-19 pandemic. The Company has the intent and ability to hold the Series A Bond and Series B Bond to maturity and had at inception expected to receive all debt service payments due. As a result of reduced long-range tax revenue projections over the remaining life of the Series B Bond, in 2017, the Company no longer believed it would receive all debt service payments due under the note, and the Company considered the Series B Bond to be other-than-temporarily impaired (“OTTI”). The amount of the OTTI related to changing market conditions, or the increase in the discount rate, of $6.5 million was recorded as an increase to other comprehensive loss in 2017 and is amortized as an adjustment to the carrying value of the Series B Bond in the accompanying consolidated balance sheets. The discount rate was determined based on current market interest rates of notes receivable with comparable market ratings and current expectations about the timing of debt service payments under the note. In the first quarter 2020, in accordance to the adoption of ASU No. 2016-13, as discussed in Note 1, the Company recorded an initial transition adjustment of $5.2 million and has since performed its quarterly assessment of credit losses under the new standard, which considers the estimate of projected tax revenues that will service the bonds over its remaining term. These tax revenue projections were updated each quarter in connection with the Company’s preparation of its quarterly financial statements as a result of the closure of Gaylord National during the COVID-19 pandemic and to reflect updated industry projections as to future anticipated operations of the hotel. As a result of these reduced tax revenue projections over the remaining life of the bonds, the Company increased its credit loss reserve by $38.0 million in 2020, which includes the initial transition adjustment. At December 31, 2020, the Series B Bond is fully reserved. The Series A Bond is of higher priority than other tranches which fall between the Company’s two issuances. During 2020, 2019 and 2018, the Company recorded interest income of $6.2 million, $10.2 million and $10.1 million, respectively, on these bonds. The Company received payments of $8.8 million, $11.3 million and $10.9 million during 2020, 2019 and 2018, respectively, relating to these notes receivable, which includes principal and interest payments. At December 31, 2020 and 2019, before consideration of the credit loss reserve, the Company had accrued interest receivable related to these bonds of $40.9 million and $38.2 million, respectively. In connection with the development of certain infrastructure adjacent to Gaylord Rockies, in December 2015, Colorado International Center Metropolitan District No. 4 (“CIC4”) issued a bond with a face value of $20.4 million (“GR Series A Bond”) and an additional bond with a face value of $1.5 million (“GR Series B Bond”), of which $9.0 million of the GR Series A Bond and all of the GR Series B Bond were purchased by the Gaylord Rockies joint venture at issuance at face value. The interest rate on both bonds was 2.5% through November 30, 2020 November 30, 2024 December 1, 2024 |
Investment in Gaylord Rockies J
Investment in Gaylord Rockies Joint Venture | 12 Months Ended |
Dec. 31, 2020 | |
Investment in Gaylord Rockies Joint Venture | |
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 with respect to an equity investment in the Gaylord Rockies joint venture, which developed Gaylord Rockies. The hotel is managed by Marriott pursuant to a long-term management contract and consists of a 1,501-room resort hotel with over 485,000 square feet of exhibition, meeting, pre-function and outdoor space. The hotel opened in December 2018 In 2016, the Company acquired a 35% interest in a limited liability company which owns the real property comprising the hotel, which the Company purchased for a capital contribution of approximately $86.5 million. The Company also acquired a 35% interest in a limited liability company which leases the hotel from the property owner and assumed the Marriott management agreement prior to the opening of the hotel. The equity method income in this investment was $124.4 million for 2018. A subsidiary of the Company provided 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. On December 31, 2018, the Company purchased additional interests in the Gaylord Rockies joint venture, pursuant to a Purchase Agreement by and among the Company and affiliates of RIDA and Ares, and then owned a 61.2% interest in each of the limited liability companies discussed above. The purchase price paid by the Company was approximately $235.2 million, funded with cash on hand and borrowings under the Company’s revolving credit facility. The terms of the Company’s increased investment in the Gaylord Rockies joint venture and certain related agreements provide that a subsidiary of the Company is the managing member and is responsible for day-to-day management of the joint venture and for future financings meeting certain parameters. Designated decisions, such as refinancings that do not meet established parameters, future expansions of the hotel, transactions with affiliates, selling the hotel, and admitting additional members of the joint venture, are to be approved by majority vote of a committee consisting of two members designated by the Company and two members designated by the minority partner. Based on management’s analysis of these updated agreements, management concluded that the Company’s responsibility for the day-to-day management of the joint venture and for future financings meeting certain parameters results in the Company holding the power to direct the activities that most significantly impact the economic performance of the joint venture. In addition, the shared decisions represent protective rights of both parties. Thus, the Company is the primary beneficiary of this variable interest entity at December 31, 2018. As such, the Company consolidated the assets and liabilities of the joint venture effective December 31, 2018 and began consolidating the ongoing operations of the joint venture effective January 1, 2019. The Company performed a valuation of the overall fair value of the Gaylord Rockies joint venture and the acquired assets and liabilities as of December 31, 2018. This valuation was determined based on a variety of factors and inputs, including future projected cash flows, market data for similar assets, future projected occupancy and ADR, replacement values of land and property, and advanced bookings already received for the hotel, all of which the Company considers as Level 3 fair value measurements. This valuation resulted in an estimation that the fair value of the Company’s existing joint venture interest immediately prior to the purchase of additional interest was $218.4 million, which exceeded the carrying value of the Company’s existing interest in the joint venture. The resulting gain of $131.4 million related to the re-measurement of the pre-existing equity method investment prior to consolidation was recorded as income from unconsolidated joint ventures in the accompanying consolidated statement of operations for 2018. Utilizing the valuation, the Company performed a purchase price allocation for the acquired assets and liabilities of the Gaylord Rockies joint venture. As a result, the following assets, liabilities and obligations were recorded in the Company’s accompanying consolidated balance sheet at December 31, 2018 (amounts in thousands): Property and equipment (Note 2) $ 1,018,499 Cash and cash equivalents - unrestricted 11,653 Notes receivable (Note 3) 11,230 Trade receivables 2,019 Prepaid expenses and other assets 20,419 Intangible assets (Note 1) 241,973 Total assets acquired 1,305,793 Debt and capital lease obligations (Note 5) (494,578) Accounts payable and accrued liabilities (70,215) Total liabilities assumed (564,793) Noncontrolling interest in consolidated joint venture (287,433) Previously unconsolidated investment in joint venture (86,913) Gain on re-measurement of pre-existing equity method investment (131,437) Purchase price of additional interest in Gaylord Rockies joint venture $ 235,217 In 2019, the Company purchased an additional 0.9% interest in the Gaylord Rockies joint venture for a purchase price of $5.5 million, net of closing true-ups. Subsequent to this transaction, the Company owned 62.1% of the Gaylord Rockies joint venture. Pursuant to the amended and restated joint venture agreements, certain affiliates of Ares each had a put right to require the Company to purchase their joint venture interests at a defined appraised value during an annual window period, or under certain other circumstances, in consideration of cash or OP Units of the Operating Partnership. During 2020, put right holders totaling 0.5% ownership in the Gaylord Rockies joint venture exercised their put rights for $2.9 million in cash, and the remaining put right holders, totaling 2.4% Affiliates of RIDA also have a put right at an appraised value for cash, which will become exercisable at the earlier of December 31, 2023 or the date on which a certain change of control of RIDA occurs. The Company also entered into a tax protection agreement in connection with the December 31, 2018 purchase of additional interests in the Gaylord Rockies joint venture, which will generally require the Company to, among other things, indemnify certain Ares affiliates that were members of the Gaylord Rockies joint venture for 50% of any income taxes incurred by them as a result of a direct or indirect sale or other disposition of the Gaylord Rockies joint venture, within seven years of closing, and for 100% of any income taxes incurred by them as a result of the failure to comply with certain obligations related to nonrecourse liability allocations and debt guarantee opportunities for the purpose of protecting such parties’ tax bases. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Debt | 5. Debt The Company’s debt and finance lease obligations at December 31 consisted of (amounts in thousands): 2020 2019 $700M Revolving Credit Facility, less unamortized DFCs of $7,579 and $0 $ 98,421 $ — $300M Term Loan A, less unamortized DFCs of $2,321 and $2,478 297,679 297,522 $500M Term Loan B, less unamortized DFCs of $3,524 and $4,501 377,726 381,749 $400M Senior Notes, less unamortized DFCs of $2,301 and $3,222 397,699 396,778 $700M Senior Notes, less unamortized DFCs of $10,676 and $11,808, plus unamortized premium of $2,167 and $2,434 691,491 690,626 $800M Term Loan (Gaylord Rockies JV), less unamortized DFCs of $6,103 and $8,015 793,897 791,985 Finance lease obligations 1,095 1,308 Total debt $ 2,658,008 $ 2,559,968 See Note 16, “Subsequent Events” for further disclosure. At December 31, 2020, there were no defaults under the covenants related to the Company’s outstanding debt, and the lenders had extended the allowable closure period in the covenant in the credit facility that prohibits closure of the Gaylord Hotels properties for longer than a specified period of time. Annual maturities of long-term debt, excluding finance lease obligations, are as follows (amounts in thousands): Years 2021 2022 2023 2024 2025 Thereafter Total $700M Revolving Credit Facility $ — $ — $ — $ 106,000 $ — $ — $ 106,000 $300M Term Loan A — — — — 300,000 — 300,000 $500M Term Loan B 5,000 5,000 5,000 366,250 — — 381,250 $400M 5% Senior Notes — — 400,000 — — — 400,000 $700M 4.75% Senior Notes — — — — — 700,000 700,000 $800M Term Loan (1) — — 800,000 — — — 800,000 Total $ 5,000 $ 5,000 $ 1,205,000 $ 472,250 $ 300,000 $ 700,000 $ 2,687,250 (1) The $800 million term loan is indebtedness of the Gaylord Rockies joint venture. Credit Facility On October 31, 2019, the Company entered into a Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) among the Company, as 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, N.A., as administrative agent, which amended and restated the Company’s existing credit facility. As amended, the Company’s credit facility consists of a $700.0 million senior secured revolving credit facility (the “Revolver”), a $300.0 million senior secured term loan A (the “Term Loan A”) which was increased from $200.0 million pursuant to the amended agreement, and a $500.0 million senior secured term loan B (the “Term Loan B”), each as discussed below. The Credit Agreement also includes an accordion feature of $600 million and a $50.0 million letter of credit sublimit. On April 23, 2020, the Company entered into Amendment No. 1 (the “First Amendment”) to the Credit Agreement among the same parties, and on December 22, 2020, the Company entered into Amendment No. 2 (the “Second Amendment” and collectively with the First Amendment, the “Amendments”), to the Credit Agreement among the same parties, each as discussed below. Each of the Revolver, Term Loan A and Term Loan B is guaranteed by the Company, each of the four wholly-owned subsidiaries that own the four wholly-owned Gaylord Hotels properties, and certain other of the Company’s subsidiaries. Each is secured by (i) a first mortgage lien on the real property of each of the four wholly-owned Gaylord Hotels properties, (ii) pledges of equity interests in the Company’s subsidiaries that own the four wholly-owned Gaylord Hotels properties, (iii) pledges of equity interests in the Operating Partnership, the subsidiaries that guarantee the Credit Agreement, and certain other of the Company’s subsidiaries, (iv) the personal property of the Company, the Operating Partnership and the subsidiaries that guarantee the Credit Agreement and (v) all proceeds and products from the Company’s four wholly-owned Gaylord Hotels properties. Advances are subject to a 55% borrowing base, based on the appraisal value of the four wholly-owned Gaylord Hotels properties (reduced to 50% in the event one of the four wholly-owned Gaylord Hotel properties is sold). Assets of the Gaylord Rockies joint venture are not subject to the liens of the credit facility. Each of the Revolver, Term Loan A and Term Loan B contains certain covenants 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. The First Amendment provided for a waiver of the foregoing financial covenants through March 31, 2021 and the Second Amendment extended that waiver through March 31, 2022 (the “Temporary Waiver Period”) . In addition, the Amendments contain a covenant that the Company must maintain unrestricted liquidity (in the form of unrestricted cash on hand or undrawn availability under the Revolver) of at least $100 million. In the event the Company is unable to comply with the Credit Agreement’s financial covenants following the Temporary Waiver Period, it expects to further amend the Credit Agreement or take other mitigating actions prior to a potential breach. During the T The Company may elect to terminate the Temporary Waiver Period prior to expiration. For the first quarter following expiration or termination of the Temporary Waiver Period, it will calculate compliance with the financial covenants in the Credit Agreement using a designated annualized calculation based on the Company’s most recently completed fiscal quarter. Thereafter, the Company will be required to satisfy financial covenants at the levels set forth in the Credit Agreement using a designated annualized calculation based on the Company’s most recently completed fiscal quarters, as applicable. Pursuant to the Amendments, the Company is required to use any proceeds from borrowings drawn during the Temporary Waiver Period and until the Company can demonstrate financial covenant compliance following the expiration or earlier termination of the Temporary Waiver Period (the “Restricted Period”) to fund operating expenses, debt service of the Company and its subsidiaries, and permitted capital expenditures and investments. If an event of default shall occur and be continuing under the Credit Agreement, the commitments under the Credit Agreement may be terminated and the principal amount outstanding under the Credit Agreement, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. As a result of refinancings of its credit facility, the Company wrote off $0.1 million, $0.2 million and $2.0 million of DFCs during 2020, 2019 and 2018, respectively, which are included in interest expense in the accompanying consolidated statements of operations. $700 Pursuant to the Credit Agreement, the Company extended the maturity of the Revolver to March 31, 2024. Borrowings under the Revolver bear interest at an annual rate equal to, at the Company’s option, either (i) LIBOR plus the applicable margin ranging from 1.40% to 1.95%, dependent upon the Company’s funded debt to total asset value ratio (as defined in the Credit Agreement) or (ii) a base rate as set in the Credit Agreement. Pursuant to the Amendments, through March 31, 2021, the interest rate on LIBOR-based borrowings under the Revolver will be LIBOR plus 1.95%. Beginning April 1, 2021 through the end of the Restricted Period, the interest rate on LIBOR-based borrowings under the Revolver will be LIBOR plus 2.25%. $300 Pursuant to the Credit Agreement, the Company increased its Term Loan A from $200 million to $300 million and extended the maturity to March 31, 2025. Borrowings under the Term Loan A bear interest at an annual rate equal to, at the Company’s option, either (i) LIBOR plus the applicable margin ranging from 1.35% to 1.90%, dependent upon the Company’s funded debt to total asset value ratio (as defined in the Credit Agreement) or (ii) a base rate as set in the Credit Agreement. Pursuant to the Amendments, through March 31, 2021, the interest rate on LIBOR-based borrowings under the Term Loan A will be LIBOR plus 1.90%. Beginning April 1, 2021 through the end of the Restricted Period, the interest rate on LIBOR-based borrowings under the Term Loan A will be LIBOR plus 2.25%. Amounts borrowed under the Term Loan A that are repaid or prepaid may not be reborrowed. At original closing, the Company drew down on the Term Loan A in full. Net proceeds of the 2019 increase in the Term Loan A, after certain transaction expenses payable at closing, were approximately $94 million and, along with cash on hand, were used to repay $100 million of the outstanding indebtedness under the Term Loan B. $500 The Term Loan B has a maturity of May 11, 2024. The applicable interest rate margins for borrowings under the Term Loan B are, at the Company’s option, either (i) LIBOR plus 2.00% or (ii) a base rate as set in the Credit Agreement. At December 31, 2020, the interest rate on the Term Loan B was LIBOR plus 2.00%. In October 2019, we entered into four interest rate swaps with a total notional amount of $350.0 million to fix the LIBOR portion of the interest rate, at rates between 1.2235% and 1.2315%, through May 11, 2023. The Company has designated these swaps as effective cash flow hedges. The Term Loan B amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of $500.0 million, with the balance due at maturity. In addition, if for any fiscal year there is Excess Cash Flow (as defined in the Credit Agreement), payment of an additional principal payment is required. 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 5% In 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 were guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. In September 2019, the Company commenced a cash tender offer for any and all outstanding $350 Million 5% Senior Notes at a redemption price of $1,002.50 per $1,000 principal amount. Pursuant to the tender offer, $197.5 million aggregate principal amount of the $350 Million 5% Senior Notes were validly tendered. As a result of the Company’s purchase of tendered $350 Million 5% Senior Notes, the Company recognized a loss on extinguishment of debt of $0.5 million in 2019. The Company used a portion of the proceeds from the issuance of the $700 million 4.75% senior notes discussed below to fund the tender offer. In accordance with the indenture governing the $350 Million 5% Senior Notes, subsequent to expiration of the tender offer, in September 2019 the Company gave irrevocable notice of the redemption of all remaining $350 Million 5% Senior Notes not tendered in the tender offer and irrevocably deposited with the trustee for the $350 Million 5% Senior Notes an amount sufficient to pay the redemption price of the $350 Million 5% Senior Notes called for redemption at that date, including interest. The Company used a portion of the proceeds from the issuance of the $700 million 4.75% senior notes discussed below to fund the redemption. As a result of the refinancing of the $350 Million 5% Senior Notes, the Company wrote off $1.7 million of unamortized DFCs, which are recorded as interest expense in the accompanying consolidated statement of operations for 2019. $400 5% On April 14, 2015, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of senior notes due 2023 (the “$400 Million 5% Senior Notes”), which 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 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 $400 Million 5% Senior Notes are redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 101.25% and 100.00% beginning on April 15 of 2020 2021 In connection with the issuance of the $400 Million 5% Senior Notes, in September 2015, 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. See Note 16, “Subsequent Events” for further disclosure. $700 Million 4.75% Senior Notes Due 2027 In September 2019, the Operating Partnership and Finco completed the private placement of $500.0 million in aggregate principal amount of senior notes due 2027 (the “$500 Million 4.75% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $500 Million 4.75% 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 $500 Million 4.75% Senior Notes have a maturity date of October 15, 2027 and bear interest at 4.75% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2020. The $500 Million 4.75% 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 $500 Million 4.75% 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 $500 Million 4.75% 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 $500 Million 4.75% Senior Notes. The net proceeds from the issuance of the $500 Million 4.75% Senior Notes totaled approximately $493 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used substantially all of these proceeds to repurchase a portion of the $350 Million 5% Senior Notes validly tendered and accepted for purchase pursuant to the cash tender offer discussed above, redeem the remaining portion of the $350 Million 5% Senior Notes discussed above, and to repay a portion of the amounts outstanding under the Revolver. In October 2019, the Operating Partnership and Finco completed a tack-on private placement of $200.0 million in aggregate principal amount of 4.75% senior notes due 2027 (the “additional 2027 notes”) at an issue price of 101.250% of their aggregate principal amount plus accrued interest from the September 19, 2019 issue date for the $500 Million 4.75% Senior Notes. The additional 2027 notes and the $500 Million 4.75% Senior Notes constitute a single class of securities (collectively, the “$700 Million 4.75% Senior Notes”). All other terms and conditions of the additional 2027 notes are identical to the $500 Million 4.75% Senior Notes. The net proceeds of the additional 2027 notes totaled approximately $199 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used substantially all of these proceeds to repay a portion of the amounts outstanding under the Revolver. The $700 Million 4.75% Senior Notes are redeemable before October 15, 2022, in whole or in part, at 100.00% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date plus a make-whole redemption premium. The $700 Million 4.75% Senior Notes will be redeemable, in whole or in part, at any time on or after October 15, 2022 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.563%, 102.375%, 101.188%, and 100.00% beginning on October 15 of 2022, 2023, 2024, and 2025, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. The Company completed a registered offer to exchange the $700 Million 4.75% Senior Notes for registered notes with substantially identical terms as the $700 Million 4.75% Senior Notes in July 2020. $800 Million Term Loan (Gaylord Rockies Joint Venture) On July 2, 2019, Aurora Convention Center Hotel, LLC (“Hotel Owner”) and Aurora Convention Center Hotel Lessee, LLC (collectively, “Borrower”), subsidiaries of the entities comprising the Gaylord Rockies joint venture, entered into a Second Amended and Restated Loan Agreement (the “Gaylord Rockies Loan”) with Wells Fargo Bank, National Association, as administrative agent, which refinanced the Gaylord Rockies joint venture’s previous $500 million construction loan and $39 million mezzanine loan, which were scheduled to mature in December 2019. The Gaylord Rockies Loan consists of an $800.0 million secured term loan facility and also includes the option for an additional $80.0 million of borrowing capacity should the Gaylord Rockies joint venture intend to pursue a future expansion of Gaylord Rockies, which was announced in February 2020, but has been postponed as a result of the COVID-19 pandemic. The Gaylord Rockies Loan matures July 2, 2023 with three, one-year extension options, subject to certain requirements in the Gaylord Rockies Loan, and bears interest at LIBOR plus 2.50%. Simultaneous with closing, the Gaylord Rockies joint venture entered into an interest rate swap to fix the LIBOR portion of the interest rate at 1.65% for the first three years of the loan. The Company has designated this interest rate swap as an effective cash flow hedge. The proceeds from the Gaylord Rockies Loan were used by the Gaylord Rockies joint venture to repay the previously outstanding $500 million construction loan and $39 million mezzanine loan, and, after payment of expenses, the Gaylord Rockies joint venture distributed the excess proceeds to the owners of the Gaylord Rockies joint venture pro rata in proportion to their interests therein. The noncontrolling interest owners received a distribution of approximately $95 million, and the Company received a distribution of approximately $153 million, which was used to repay a portion of the outstanding indebtedness under the Revolver. The Gaylord Rockies Loan is secured by a deed of trust lien on the Gaylord Rockies real estate and related assets. The Company and an affiliate of RIDA each entered into limited repayment and carry guaranties that, in the aggregate, guarantee repayment of 10% of the principal debt, together with interest and operating expenses, which are to be released once the Gaylord Rockies joint venture achieves a certain debt service coverage threshold as defined in the Gaylord Rockies Loan. Generally, the Gaylord Rockies Loan is non-recourse to the Company, subject to (i) those limited guaranties, (ii) a completion guaranty in the event the expansion is pursued and (iii) customary non-recourse carve-outs. On June 30, 2020, the Loan Parties entered into Amendment No. 1 (the “Loan Amendment”) to the Gaylord Rockies Loan, by and among the Loan Parties, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto. The Loan Amendment modified the Gaylord Rockies Loan to (i) provide for the ability to use cash for certain purposes, even during a Cash Sweep Period (as defined in the Loan Agreement), which the Gaylord Rockies joint venture is in beginning in July 2020, (ii) extend the deadline for Hotel Owner to commence construction of an expansion to Gaylord Rockies, and (iii) provide favorable changes to the debt service coverage ratio provisions. The Loan Amendment includes restrictions on distributions to the owners of the Gaylord Rockies joint venture and requires a certain level of equity financing for a Gaylord Rockies expansion. As a result of the above refinancings, the Gaylord Rockies joint venture wrote off $0.1 million and $1.1 million of unamortized DFCs, which are recorded as interest expense in the accompanying consolidated statements of operations for 2020 and 2019, respectively. Interest Rate Derivatives In October 2019, the Company entered into interest rate swaps to manage interest rate risk associated with the Term Loan B and has designated these swaps as effective cash flow hedges whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. In July 2019, the Gaylord Rockies joint venture entered into an interest rate swap to manage interest rate risk associated with the Gaylord Rockies Loan. The Gaylord Rockies joint venture has designated this swap as a cash flow hedge whereby the joint venture receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. The estimated fair value of the Company’s derivative financial instruments at December 31 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional December 31, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2020 2019 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ (2,206) $ 959 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (2,206) 959 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (2,206) 956 Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 $ 87,500 (2,222) 934 Gaylord Rockies Loan Interest Rate Swap 1.6500% 1-month LIBOR August 1, 2022 $ 800,000 (18,979) (2,174) $ (27,819) $ 1,634 Derivative financial instruments in an asset position are included in prepaid expenses and other assets and those in a liability position are included in other liabilities in the accompanying consolidated balance sheets. The effect of the Company’s derivative financial instruments on the accompanying consolidated statements of operations and comprehensive income (loss) for the years ended December 31 is as follows (in thousands): Amount of Gain (Loss) Location of Gain (Loss) Amount of Gain (Loss) Recognized in OCI Reclassified from Reclassified from Accumulated on Derivative Accumulated OCI OCI into Income (Expense) 2020 2019 into Income (Expense) 2020 2019 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ (39,958) $ 3,539 Interest expense $ (10,505) $ 1,905 Total derivatives $ (39,958) $ 3,539 $ (10,505) $ 1,905 Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for 2020, 2019 and 2018 was $115.8 million, $131.6 million and $75.0 million, respectively. At December 31, 2020, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $29.4 million. As of December 31, 2020, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at the aggregate termination value of $29.4 million. In addition, the Company has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. |
Deferred Management Rights Proc
Deferred Management Rights Proceeds | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Management Rights Proceeds | |
Deferred Management Rights Proceeds | 6. Deferred Management Rights Proceeds On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the four wholly-owned Gaylord Hotels properties (the “Management Rights”) to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the four wholly-owned Gaylord Hotels properties pursuant to a management agreement for each such property. The Company allocated $190.0 million of the purchase price to the Management Rights, based on the Company’s estimates of the fair values for the respective components. For financial reporting purposes, the amount related to the Management Rights was deferred and is amortized on a straight-line basis over the 65-year In addition, the Gaylord Rockies joint venture sold its management rights to Marriott for $4.9 70-year |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Leases | 7. Leases The Company is a lessee of a 65.3 acre site in Osceola County, Florida on which Gaylord Palms is located, building or land leases for Ole Red Gatlinburg, Ole Red Orlando and Ole Red Tishomingo, various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074, which may be extended through January 2101 five five The terms of the Gaylord Palms lease include variable lease payments based upon net revenues at Gaylord Palms and certain other of the Company’s leases include rental payments adjusted periodically for inflation. The Company recorded $0.7 million, $2.5 million and $2.2 million of contingent rental expense related to the Gaylord Palms in 2020, 2019 and 2018, respectively. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As the discount rate implicit in the Company’s operating leases is not readily determinable, the Company applied judgments related to the determination of the discount rates used to calculate the lease liability as required by Accounting Standards Codification Topic 842, “ Leases The Company’s lease cost for the years ended December 31, 2020 and 2019 is as follows (in thousands): 2020 2019 Operating lease cost $ 12,016 $ 13,877 Finance lease cost: Amortization of right-of-use assets 149 157 Interest on lease liabilities 48 63 Net lease cost $ 12,213 $ 14,097 Lease expense for operating leases for 2018 was $14.3 million. Future minimum lease payments under non-cancelable leases at December 31, 2020 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 6,232 $ 260 Year 2 6,011 234 Year 3 6,039 199 Year 4 5,844 46 Year 5 5,956 46 Years thereafter 568,311 567 Total future minimum lease payments 598,393 1,352 Less amount representing interest (490,824) (257) Total present value of minimum payments $ 107,569 $ 1,095 The remaining lease term and discount rate for the Company’s leases are as follows: Weighted-average remaining lease term: Operating leases 50.2 years Finance leases 10.1 years Weighted-average discount rate: Operating leases 6.9 % Finance leases 4.0 % |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2020 | |
Stock Plans | |
Stock Plans | 8. 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, 2020, approximately 1.2 million shares of common stock remained available for issuance pursuant to future grants of awards under the Plan. Restricted stock units granted to employees vest one A summary of the status of the Company’s restricted stock units as of December 31, 2020 and changes during the year ended December 31, 2020, is presented below: Weighted Average Grant-Date Restricted Stock Units Shares Fair Value Nonvested shares at January 1, 2020 349,358 $ 73.47 Granted 162,942 84.26 Vested (130,623) 69.47 Canceled (21,774) 86.80 Nonvested shares at December 31, 2020 359,903 78.41 The fair value of all restricted stock units that vested during 2020, 2019 and 2018 was $4.9 million, $12.7 million and $11.7 million, respectively. At December 31, 2020, there was $15.5 million of total unrecognized compensation cost related to restricted stock units granted under the Company’s equity incentive plans. That cost is expected to be recognized over a weighted-average period of 2.3 years. The compensation cost that has been charged against pre-tax income for all of the Company’s stock-based compensation plans was $8.7 million, $7.8 million, and $7.7 million for 2020, 2019, and 2018, 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 $2.1 million, $1.8 million, and $1.7 million for 2020, 2019, and 2018, respectively. The actual tax benefit realized from exercise, vesting or cancellation of the stock-based employee compensation arrangements during 2020, 2019, and 2018 totaled $0.7 million, $1.5 million, and $1.0 million, respectively, and is reflected as an adjustment to deferred tax liabilities in the accompanying consolidated balance sheets. |
Pension Plans
Pension Plans | 12 Months Ended |
Dec. 31, 2020 | |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension Plans | 9. 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 December 31, 2000, benefits credited under the plan’s previous formula were frozen. On January 1, 2001, the Company amended its defined benefit pension plan to determine future benefits using a cash balance formula. 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 2020, 2019 and 2018, net settlement losses of $1.7 million, $1.9 million and $1.6 million were recognized in 2020, 2019 and 2018, respectively. These settlement losses have been classified as other gains and (losses), net in the accompanying consolidated statements of operations. The following table sets forth the funded status 2020 2019 CHANGE IN BENEFIT OBLIGATION: Benefit obligation at beginning of year $ 82,518 $ 77,847 Interest cost 1,969 2,713 Actuarial loss 8,568 8,436 Benefits paid (6,307) (6,478) Benefit obligation at end of year 86,748 82,518 CHANGE IN PLAN ASSETS: Fair value of plan assets at beginning of year 66,000 59,653 Actual return on plan assets 9,801 11,346 Employer contributions 1,727 1,479 Benefits paid (6,307) (6,478) Fair value of plan assets at end of year 71,221 66,000 Funded status and accrued pension cost $ (15,527) $ (16,518) Net periodic pension expense reflected in other gains and (losses), net in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): 2020 2019 2018 Interest cost $ 1,969 $ 2,713 $ 2,829 Expected return on plan assets (4,101) (3,849) (4,363) Amortization of net actuarial loss 1,004 970 750 Net settlement loss 1,740 1,904 1,559 Total net periodic pension expense $ 612 $ 1,738 $ 775 Assumptions The assumptions used to determine the benefit obligation at December 31 are as follows: 2020 2019 2018 Discount rate 1.95 % 2.85 % 3.95 % 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: 2020 2019 2018 Discount rate 2.40 % 3.51 % 3.47 % Rate of compensation increase N/A N/A N/A Expected long-term rate of return on plan assets 6.50 % 6.50 % 6.50 % 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, 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 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 is as follows (amounts in thousands): Asset Class 2020 2019 Cash $ 2,457 $ 43 Mutual funds 68,764 65,957 Total $ 71,221 $ 66,000 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 expects to contribute approximately $0.9 million to its defined benefit pension plan in 2021. 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): 2021 $ 7,518 2022 5,778 2023 4,827 2024 4,837 2025 6,559 2026 - 2030 28,698 Other Information The Company also maintains non-qualified pension plans not funded accumulated The Company’s accrued cost related to its qualified and non-qualified pension plans of $30.8 million and $29.9 million at December 31, 2020 and 2019, respectively, is included in other liabilities in the accompanying consolidated balance sheets. The change in the deferred net loss related to the Company’s retirement plans during 2020, 2019 and 2018 resulted in an increase (decrease) in equity of $(2.3) million, $2.1 million and $(1.3) million, respectively, net of taxes of $0, $0.5 million, and $(0.4) 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 and noncontrolling interest. The combined net loss, amortization of net loss, and new prior service credit and amortization of prior service credit recognized in other comprehensive income (loss) for the years ended December 31, 2020 and 2019 was $(2.3) million and $2.1 million, respectively. Included in accumulated other comprehensive loss at December 31, 2020 and 2019 are unrecognized actuarial losses of $37.4 million and $35.2 million ($30.7 million and $28.4 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 the life expectancy of plan participants expected to receive benefits, using a corridor approach based on the greater of projected benefit obligation or fair value of plan assets. |
Pension and Postretirement Bene
Pension and Postretirement Benefits Other than Pension Plans | 12 Months Ended |
Dec. 31, 2020 | |
Postretirement Health Coverage [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension and Postretirement Benefits Other than Pension Plans | 10. Postretirement Benefits Other than Pensions The Company sponsors an unfunded 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): 2020 2019 Benefit obligation at beginning of year $ 2,735 $ 2,774 Interest cost 69 101 Actuarial loss 144 196 Plan amendment (763) — Benefits paid (310) (336) Benefit obligation at end of year $ 1,875 $ 2,735 Net postretirement benefit income reflected in other gains and (losses), net in the accompanying statements of operations included the following components for the years ended December 31 (amounts in thousands): 2020 2019 2018 Interest cost $ 69 $ 101 $ 96 Amortization of net actuarial loss 245 238 257 Amortization of prior service credit (1,314) (1,314) (1,314) Total net postretirement benefit income $ (1,000) $ (975) $ (961) The discount rate used to determine the benefit obligation at December 31, 2020, 2019 and 2018 was 1.70%, 2.70% and 3.83%, respectively. The discount rate used to determine the net postretirement benefit income for years ended December 31, 2020, 2019 and 2018 was 2.70%, 3.83% and 3.15%, respectively. The Company expects to contribute $0.2 million to the plan in 2021. 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): 2021 $ 191 2022 178 2023 165 2024 153 2025 141 2026 - 2030 549 The net loss, amortization of net loss, and new prior service credit and amortization of prior service credit recognized in other comprehensive income (loss) for 2020 was $0.1 million, $0.2 million, and $0.6 million, respectively. Included in accumulated other comprehensive loss at December 31, 2020 are the following amounts that have not yet been recognized in net postretirement benefit expense: unrecognized actuarial losses of $3.0 million ($2.0 million net of tax) and unrecognized prior service credits of $9.2 million ($6.4 million net of tax). The net loss, amortization of net loss and amortization of prior service credit recognized in other comprehensive income (loss) for 2019 was $0.2 million, $0.2 million, and $1.3 million, respectively. Included in accumulated other comprehensive loss at December 31, 2019 are the following amounts that have not yet been recognized in net postretirement benefit expense: unrecognized actuarial losses of $3.1 million ($2.2 million net of tax) and unrecognized prior service credits of $9.8 million ($7.0 million net of tax). The net gain, amortization of net loss and amortization of prior service credit recognized in other comprehensive income (loss) for 2018 was $0.1 million, $0.3 million, and $1.3 million, respectively. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity | |
Equity | 11. Equity Equity Offering In December 2019, the Company completed an underwritten public offering of approximately 3.5 million shares of its common stock, par value $0.01 per share, at a price to the public of $85.60 per share. Net proceeds to the Company, after deducting underwriting discounts and commissions and other expenses paid by the Company, were approximately $283 million. The Company used the net proceeds for general corporate purposes. Dividends During 2020, the Company’s board of directors declared a first quarter dividend of $0.95 per share of common stock, or an aggregate of $52.2 million in cash. Following the payment of the first quarter 2020 cash dividend, the Company suspended its regular quarterly dividend payments. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Amendment described in Note 5, “Debt,” permits payment of dividends as necessary to maintain the Company’s REIT status and permits the Company to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of director’s determination as to the amount of distributions and the timing thereof. During 2019, the Company’s board of directors declared quarterly dividends totaling $3.60 per share of common stock for the full year, or an aggregate of $188.3 million in cash. During 2018, the Company’s board of directors declared quarterly dividends totaling $3.40 per share of common stock for the full year, or an aggregate of $174.5 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. Prior to the suspension of dividends due to the COVID-19 pandemic, the Company had planned to continue 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. Noncontrolling Interest in Operating Partnership The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. At December 31, 2020, 0.4 million outstanding OP Units, or less than 1% of the outstanding OP Units, were held by the noncontrolling limited partners and are included as a component of equity in the accompanying consolidated balance sheet. The Company owns, directly or indirectly, the remaining 99.2% of the outstanding OP Units. Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss by component consisted of the following (amounts in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2017 $ (20,149) $ (6,543) $ — $ (26,692) Losses arising during period (2,231) — — (2,231) Amounts reclassified from accumulated other comprehensive loss (64) 333 — 269 Income tax benefit 630 — — 630 Net other comprehensive income (loss) (1,665) 333 — (1,332) Balance, December 31, 2018 $ (21,814) $ (6,210) $ — $ (28,024) Gains arising during period 693 — 3,539 4,232 Amounts reclassified from accumulated other comprehensive loss 97 333 (1,905) (1,475) Income tax expense (185) — — (185) Net other comprehensive income 605 333 1,634 2,572 Transition adjustment related to adoption of ASU 2018-02 (2,707) — — (2,707) Balance, December 31, 2019 $ (23,916) $ (5,877) $ 1,634 $ (28,159) Losses arising during period (2,901) — (39,958) (42,859) Amounts reclassified from accumulated other comprehensive loss 194 210 10,505 10,909 Net other comprehensive income (loss) (2,707) 210 (29,453) (31,950) Transition adjustment related to adoption of ASU 2016-13 (see Note 1) — 2,158 — 2,158 Balance, December 31, 2020 $ (26,623) $ (3,509) $ (27,819) $ (57,951) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company has elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company pays federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”). The income tax (provision) benefit for continuing operations consists of the following (amounts in thousands): 2020 2019 2018 CURRENT: Federal $ (101) $ (120) $ (118) State (457) (3,941) (1,437) Total current provision (558) (4,061) (1,555) DEFERRED: Federal (13,565) (13,715) (7,271) State (12,961) (699) (2,919) Total deferred provision (26,526) (14,414) (10,190) Total provision for income taxes $ (27,084) $ (18,475) $ (11,745) Due to the financial statement impact of the COVID-19 pandemic, in connection with the preparation of the consolidated financial statements included herein, the Company reassessed the realizability of net deferred tax assets during 2020, and as a result, the Company recorded a full valuation allowance of $26.7 million in 2020 on the beginning net deferred tax assets of its TRSs. 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 (loss) reported for financial reporting purposes. The estimated taxability of cash distributions to common shareholders is as follows (per common share): 2020 2019 2018 Ordinary income $ — $ 2.55 $ 2.67 Capital gains 0.05 0.05 0.05 Return of capital 1.80 0.88 — $ 1.85 $ 3.48 $ 2.72 The differences between the income tax provision calculated at the statutory U.S. federal income tax rate of 21% and the actual income tax (provision) benefit recorded for continuing operations are as follows (amounts in thousands): 2020 2019 2018 Statutory federal income tax (provision) benefit $ 91,085 $ (30,822) $ (58,047) Adjustment for nontaxable income of the REIT (33,116) 15,803 50,075 Adjustment for noncontrolling interest in consolidated joint venture (5,010) (662) — State taxes (net of federal tax benefit) 5,876 (4,596) (4,268) Permanent share-based compensation adjustment (579) 1,257 821 Other permanent items (200) (377) (46) Change in federal valuation allowance (65,368) 556 46 Change in state valuation allowance (net of federal tax benefit) (19,293) (44) (88) Other (479) 410 (238) $ (27,084) $ (18,475) $ (11,745) Significant components of the Company’s deferred tax assets and liabilities at December 31 are as follows (amounts in thousands): 2020 2019 DEFERRED TAX ASSETS: Accounting reserves and accruals $ 17,545 $ 15,931 Defined benefit plan 3,924 4,194 Deferred management rights proceeds 42,424 43,420 Federal and State net operating loss carryforwards 110,869 45,794 Tax credits and other carryforwards 1,114 499 Other assets 5,022 4,605 Total deferred tax assets 180,898 114,443 Valuation allowance (97,700) (12,387) Total deferred tax assets, net of valuation allowance 83,198 102,056 DEFERRED TAX LIABILITIES: Property and equipment, net 70,856 61,970 Investment in joint ventures 11,048 12,639 Intangibles 1,084 717 Other liabilities 875 771 Total deferred tax liabilities 83,863 76,097 Net deferred tax assets (liabilities) $ (665) $ 25,959 Federal net operating loss carryforwards at the TRS at December 31, 2020 totaled $390.0 million, resulting in a deferred tax benefit of $81.9 million. Of the total TRS federal net operating loss carryforwards, $67.5 million were created prior to 2018 and can be used to offset 100% of taxable income in the future. These federal net operating loss carryforwards will expire between 2033 2037 State net operating loss carryforwards at December 31, 2020 totaled $678.7 million, resulting in a deferred tax benefit of $29.0 million, which will expire between 2024 2040 The Company has concluded IRS examinations of the TRS through the 2015 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 2016. 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, 2020. At December 31, 2020 and 2019, the Company had no accruals for unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions, if any, in income tax expense. At December 31, 2020 2019 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 13. Commitments and Contingencies In April 2019, the Company acquired a 50% equity interest in Circle and has made capital contributions of $12.5 million. The joint venture agreement requires the Company to contribute up to an additional $2.5 million through December 31, 2021, and that additional contribution was made in January 2021. 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 provide 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 financial statements of the Company. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 14. Fair Value Measurements The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The investments held by the Company in connection with its deferred compensation plan consist of 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’s interest rate swaps and the Gaylord Rockies joint venture’s interest rate swap consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company or the Gaylord Rockies joint venture, as applicable, determines the fair value of these swap contracts based on a widely accepted valuation methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flow, using interest rates derived from observable market interest rate curves and volatilities, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, these swap contracts have been classified as Level 2. The Company has consistently applied 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’s assets and liabilities that are required to be 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 2020 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 31,277 $ 31,277 $ — $ — Total assets measured at fair value $ 31,277 $ 31,277 $ — $ — Variable to fixed interest rate swaps $ 27,819 $ — $ 27,819 $ — Total liabilities measured at fair value $ 27,819 $ — $ 27,819 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 29,174 $ 29,174 $ — $ — Variable to fixed interest rate swaps 3,808 — 3,808 — Total assets measured at fair value $ 32,982 $ 29,174 $ 3,808 $ — Variable to fixed interest rate swaps $ 2,174 $ — $ 2,174 $ — Total liabilities measured at fair value $ 2,174 $ — $ 2,174 $ — The remainder of the assets and liabilities held by the Company at December 31, 2020 are not required to be measured at fair value, and the carrying value of these assets and liabilities approximates fair value, except as described below. As discussed in Note 5, “Debt,” the Company has outstanding $400.0 million in aggregate principal amount of the $400 Million 5% Senior Notes. The carrying value of these notes at December 31, 2020 was $397.7 million, net of unamortized DFCs. The fair value of these notes, based upon quoted market prices (Level 1), was $403 million at December 31, 2020. As discussed in Note 5, “Debt,” the Company has outstanding $700.0 million in aggregate principal amount of the $700 Million 4.75% Senior Notes. The carrying value of these notes at December 31, 2020 was $691.5 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was $726 million at December 31, 2020. See Note 4, “Investment in Gaylord Rockies Joint Venture,” for additional disclosures related to the fair value measurements used in accounting for the purchase of an additional interest in the Gaylord Rockies joint venture. |
Financial Reporting By Business
Financial Reporting By Business Segments | 12 Months Ended |
Dec. 31, 2020 | |
Financial Reporting By Business Segments | |
Financial Reporting By Business Segments | 15. Financial Reporting By Business Segments The Company’s continuing operations are organized into the following principal business segments: ● Hospitality , which includes the Gaylord Hotels properties, the Inn at Opryland and the AC Hotel; ● Entertainment , which includes the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, the Company’s other Nashville-based attractions, and the Company’s investment in the Circle joint venture; and ● Corporate and Other , which includes the Company’s corporate expenses. The following information (amounts in thousands) is derived directly from the segments’ internal financial reports used for corporate management purposes. 2020 2019 2018 Revenues: Hospitality $ 466,045 $ 1,421,446 $ 1,127,903 Entertainment 58,430 183,120 147,215 Corporate and Other — — — Total $ 524,475 $ 1,604,566 $ 1,275,118 Depreciation and amortization: Hospitality $ 198,073 $ 201,068 $ 108,779 Entertainment 14,371 11,150 10,280 Corporate and Other 2,638 1,629 1,817 Total $ 215,082 $ 213,847 $ 120,876 Operating income (loss): Hospitality $ (204,868) $ 263,203 $ 247,885 Entertainment (34,242) 45,361 27,686 Corporate and Other (31,433) (37,911) (32,650) Preopening costs (1) (1,665) (3,122) (4,869) Gain on sale of assets (2) 1,161 — — Credit loss on held-to-maturity securities (3) (32,784) — — Impairment charges (4) — — (23,783) Total operating income (loss) (303,831) 267,531 214,269 Interest expense (115,783) (131,620) (74,961) Interest income 7,304 11,769 10,469 Loss from extinguishment of debt — (494) — Income (loss) from unconsolidated joint ventures (5) (6,451) (1,110) 125,005 Other gains and (losses), net (14,976) 693 1,633 Income (loss) before income taxes $ (433,737) $ 146,769 $ 276,415 (1) Preopening costs for 2020 include $0.3 million and $1.4 million for the Hospitality and Entertainment segments, respectively. Preopening costs for 2019 include $1.3 million and $1.9 million for the Hospitality and Entertainment segments, respectively. Preopening costs for 2018 include $2.9 million and $1.9 million for the Hospitality and Entertainment segments, respectively. (2) Gain on sale of assets for 2020 relates to the Hospitality segment. (3) Credit loss on held-to-maturity securities for 2020 relates to the Hospitality segment. (4) Impairment charges for 2018 relate to the Entertainment segment. (5) Loss from unconsolidated joint ventures for 2020 and 2019 relates to the Entertainment segment. Income from unconsolidated joint ventures for 2018 includes $124.4 million (which includes the gain discussed in Note 4) and $0.6 million for the Hospitality and Entertainment segments, respectively. December 31, December 31, 2020 2019 Identifiable assets: Hospitality $ 3,279,238 $ 3,494,084 Entertainment 185,178 181,036 Corporate and Other 92,079 413,348 Total identifiable assets $ 3,556,495 $ 4,088,468 The following table represents the capital expenditures by segment for the years ended December 31 (amounts in thousands): 2020 2019 2018 Hospitality $ 146,654 $ 120,899 $ 142,738 Entertainment 13,697 25,000 44,863 Corporate and other 5,112 6,642 616 Total capital expenditures $ 165,463 $ 152,541 $ 188,217 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | s 16. Subsequent Events On February 9, 2021, the Company commenced a cash tender offer for any and all outstanding $400 Million 5% Senior Notes at a redemption price of $1,005.00 per $1,000 principal amount of $400 Million 5% Senior Notes accepted for purchase in the tender offer. In accordance with the indenture governing the $400 Million 5% Senior Notes, subsequent to expiration of the tender offer, on February 17, 2021, the Company gave irrevocable notice of the redemption of all remaining $400 Million 5% Senior Notes not tendered in the tender offer and irrevocably deposited with the trustee for the $400 Million 5% Senior Notes and amount sufficient to pay the redemption price of the $400 Million 5% Senior Notes called for redemption at that date, including interest. The Company used a significant portion of the proceeds from the issuance of the $600 Million 4.50% Senior Notes described below to tender and redeem the $400 Million 5% Senior Notes. On February 17, 2021, the Operating Partnership and Finco (collectively, the “Issuers”) closed on a private placement of $600 million aggregate principal amount of 4.50% senior notes due 2029 (the “$600 Million 4.50% Senior Notes”). The $600 Million 4.50% Senior Notes will be senior unsecured obligations of the Issuers and guaranteed by the Company and its subsidiaries that guarantee the Credit Facility, the $400 Million 5% Senior Notes and $700 Million 4.75% Senior Notes. The aggregate net proceeds from the sale of the $600 Million 4.5% Senior Notes were approximately $591 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. After using a significant portion of these net proceeds to tender and redeem the Company’s $400 Million 5% Senior Notes, the Company used the net proceeds to repay all of the amounts outstanding under the Revolver. The Company may use any remaining proceeds for general corporate purposes. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2020 | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES Description Balance at Beginning of Year Additions Charged to Expenses/Other Accounts Net (Deductions) Recoveries Balance at End of Year Credit loss reserve on notes receivable: Year ended December 31, 2020 $ - $ 37,962 $ - $ 37,962 Valuation allowance for deferred tax assets: Year ended December 31, 2020 $ 12,387 $ 85,313 $ - $ 97,700 Year ended December 31, 2019 $ 14,210 $ - $ (1,823) $ 12,387 Year ended December 31, 2018 $ 14,616 $ - $ (406) $ 14,210 |
SCHEDULE III Real Estate and Ac
SCHEDULE III Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2020 | |
SCHEDULE III Real Estate and Accumulated Depreciation | |
SCHEDULE III Real Estate and Accumulated Depreciation | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES Costs Initital Cost to Company Capitalized Gross Amount at End of Year Date Acq/ Depr Life Encmbr Land Bldgs & Impr Subs to Acq Land Bldgs & Impr Total (3) Acc Depr Constr (yrs) Gaylord Opryland (1) $ 9,817 $ 77,125 $ 690,718 $ 69,613 $ 708,047 $ 777,660 $ 394,058 1983 20 - 40 Gaylord Palms (1) 21,564 314,661 75,273 35,512 375,986 411,498 186,607 2002 20 - 40 Gaylord Texan (1) 21,235 388,030 184,213 48,554 544,924 593,478 202,554 2004 20 - 40 Gaylord National (1) 43,212 840,261 40,237 47,609 876,101 923,710 275,329 2008 20 - 40 Gaylord Rockies (4) (2) 53,374 760,898 4,170 55,094 763,348 818,442 46,189 2018 20 - 40 Inn at Opryland — 2,675 7,248 19,189 3,028 26,084 29,112 10,897 1998 20 - 40 AC Hotel — 9,079 17,340 3,776 9,099 21,096 30,195 3,212 2014 20 - 40 Miscellaneous — 21,290 16,250 20,372 35,927 21,985 57,912 21,718 N/A 20 - 40 — $ 182,246 $ 2,421,813 $ 1,037,948 $ 304,436 $ 3,337,571 $ 3,642,007 $ 1,140,564 2020 2019 2018 Investment in real estate: Balance at beginning of year $ 3,615,025 $ 3,563,304 $ 2,570,390 Acquisitions — — 814,765 Improvements 27,911 53,373 179,787 Disposals (929) (1,652) (1,638) Balance at end of year $ 3,642,007 $ 3,615,025 $ 3,563,304 Accumulated depreciation: Balance at beginning of year $ 1,044,689 $ 949,630 $ 883,445 Depreciation 96,263 95,415 67,652 Disposals (388) (356) (1,467) Balance at end of year $ 1,140,564 $ 1,044,689 $ 949,630 (1) Pledged as collateral under the Company’s credit facility. At December 31, 2020, $788.0 million in borrowings and letters of credit were outstanding under such facility. (2) Pledged as collateral under the Gaylord Rockies joint venture term loan. At December 31, 2020, $800.0 million in borrowings were outstanding under such loan. (3) The aggregate cost of properties for federal income tax purposes is approximately $3.1 billion at December 31, 2020. (4) The Company owns a 65.0% investment in the joint venture that owns Gaylord Rockies. |
Description of the Business a_2
Description of the Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Description of the Business and Summary of Significant Accounting Policies | |
Business Segments | Business Segments Hospitality The Hospitality segment includes the Gaylord Hotels branded hotels, the Inn at Opryland and the AC Hotel. See Note 4, “Investment in Gaylord Rockies Joint Venture,” for further discussion of the Company’s equity investment in the Gaylord Rockies joint venture. Each of the Company’s Gaylord Hotels properties is managed by Marriott pursuant to a management agreement for each hotel. Entertainment The Entertainment segment includes the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, the General Jackson, the Wildhorse Saloon, Gaylord Springs, and the Company’s investment in the Circle joint venture, among various others. 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 its 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. 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 increased investment in the Gaylord Rockies joint venture and certain related agreements provide that a subsidiary of the Company is the managing member and is responsible for day-to-day management of the joint venture and for future financings meeting certain parameters. Designated decisions, such as refinancings that do not meet established parameters, future expansions of the hotel, transactions with affiliates, selling the hotel, and admitting additional members of the joint venture, are to be approved by a majority vote of a committee consisting of two members designated by the Company and two members designated by the minority partner. Based on management’s analysis of these updated agreements, management concluded the Company’s responsibility for the day-to-day management of the joint venture and for future financings meeting certain parameters results in the Company having the power to direct the activities that most significantly impact the economic performance of the joint venture. In addition, the shared decisions represent protective rights of both parties. Thus, the Company became the primary beneficiary of this variable interest entity at December 31, 2018. As such, the Company consolidated the assets and liabilities of the joint venture effective December 31, 2018 and began consolidating the ongoing operations of the joint venture effective January 1, 2019. See “Noncontrolling Interest in Consolidated Joint Venture” and Note 4, “Investment in Gaylord Rockies Joint Venture,” below for further discussion. The terms of the Company's joint venture agreement in Circle provide that the Company and its joint venture partner each share the authority to make major decisions in the joint venture, including operating plans, entering into certain contracts, admitting additional members of the joint venture, issuing additional membership interests, and amending the operating agreement. In addition, the officers of Circle are not employees of the Company. Based on management’s analysis of the joint venture agreement, management concluded that the Company is not the primary beneficiary of this variable interest entity and accounts for this investment under the equity method. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost or at estimated fair value if recorded in connection with purchase accounting. 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 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 manager for furniture, fixtures and equipment reserves. In addition, the Company holds certificates of deposit with an original maturity of greater than three months in order to secure its Tennessee workers’ compensation self-insurance obligations. |
Accounts Receivable | 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. |
Credit Loss Reserves on Accounts Receivable | Credit Loss Reserves on Accounts Receivable The Company provides credit loss reserves based upon a percentage of accounts receivable that considers historical write-offs, current economic conditions, and management’s expectations about future economic conditions, as well as periodic evaluations of the aging of accounts receivable. |
Inventory | 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 net realizable value. Cost is computed on an average cost basis. |
Intangible Assets | Intangible Assets In connection with the Company’s purchase price allocation of the Gaylord Rockies joint venture, as discussed further in Note 4, “Investment in Gaylord Rockies Joint Venture,” the Company acquired certain definite-lived intangibles, which are shown on the accompanying consolidated balance sheets. Included in these intangibles are the original estimated fair value of advanced bookings of $125.5 million and the original estimated fair value related to the Gaylord Hotels trade name, which Marriott owns, of $115.3 million. The advanced bookings asset is being amortized on a straight-line basis over a period of 3.5 years, which corresponds with the period in which the advanced deposits relate, and the value in the trade name is being amortized on a straight-line basis over 30 years , which is the period of the Marriott management agreement. |
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, including its investment in Circle, are accounted for using the equity method of accounting. |
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 12, “Income Taxes,” for more detail on the Company’s income taxes. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company has considered projected future taxable income and ongoing feasible tax planning strategies in assessing the need for a valuation allowance. |
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, “Deferred Management Rights Proceeds,” on a straight-line basis over the 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 DFCs 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 generally presented as a reduction of the related debt liability. DFCs on the Company’s revolving credit facility are included in prepaid expenses and other assets when the related revolving credit facility has no outstanding balance. During 2020, 2019 and 2018, DFCs of $7.9 million, $7.7 million and $5.6 million, respectively, were amortized and recorded as interest expense in the accompanying consolidated statements of operations. |
Noncontrolling Interest | Noncontrolling Interest The noncontrolling interest in the Gaylord Rockies joint venture represents the minority partners’ proportionate share of the assets and liabilities of the joint venture. The noncontrolling interest is classified in the mezzanine section of the consolidated balance sheets as the related redemption options do not meet the requirements for permanent equity classification because these redemption options may be redeemed by the holder as described in Note 4, “Investment in Gaylord Rockies Joint Venture.” The initial value of the noncontrolling interest, which includes certain put rights, was estimated based on the purchase price allocation performed and is discussed further in Note 4, “Investment in Gaylord Rockies Joint Venture.” In general, the carrying value on a go-forward basis will be based on the greater of the accumulated historical cost or the put right redemption value, and at December 31, 2020, approximates the fair value of the noncontrolling interest. Beginning in 2019, an adjustment is also made for the minority partners’ proportionate share of income or loss in the accompanying consolidated statement of operations. The noncontrolling interest in the Operating Partnership represents the limited partners’ proportionate share of the equity of the Operating Partnership. The noncontrolling interest is classified in the equity section of the consolidated balance sheets, separately from stockholders’ equity, as the related redemptions options are redeemable for cash, or if the Company so elects, in unregistered shares of the Company’s common stock, as discussed further in Note 11, “Equity.” An adjustment is made for the limited partners’ proportionate share of income or loss in the accompanying consolidated statement of operations. |
Revenue Recognition | Revenue Recognition Revenues from occupied hotel rooms are recognized over time as the daily hotel stay is provided to hotel groups and guests. Revenues from concessions, food and beverage sales and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the hotel group or guest. Revenues from ancillary services at the Company’s hotels, such as spa, parking, and transportation services, are generally recognized at the time the goods or services are provided. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are generally recognized as revenue in the period the Company determines it is probable that a significant reversal in the amount of revenue recognized will not occur, which is typically the period these fees are collected. The Company generally recognizes revenues from the Entertainment segment at the point in time that services are provided or goods are delivered or shipped to the customer, as applicable. 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. |
Deferred Revenue | The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. |
Management Fees | Management FeesManagement fees are presented in the consolidated statements of operations net of the amortization of the deferred management rights proceeds discussed further in Note 6, “Deferred Management Rights Proceeds.” |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and were $23.0 million, $53.2 million, and $41.2 million for 2020, 2019 and 2018, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company has stock-based employee compensation plans, which are described more fully in Note 8, “Stock Plans.” 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 2020 include costs associated with Ole Red Orlando, which opened in June 2020, and the Gaylord Palms expansion, which is expected to be completed in April 2021. The Company’s preopening costs during 2019 include costs associated with Ole Red Gatlinburg, which opened in March 2019, costs associated with the opening of Gaylord Rockies, which opened on a fully operational basis in the first quarter of 2019, and costs associated with the expansion at Gaylord Palms. The Company’s preopening costs during 2018 include costs associated with an expansion of the guest rooms and convention space at Gaylord Texan, which opened in May 2018, costs associated with Ole Red Nashville, which opened in May 2018, and costs associated with SoundWaves, an indoor/outdoor luxury waterpark at Gaylord Opryland, the indoor portion of which opened in December 2018. |
Derivative Financial Instruments | Derivative Financial Instruments The Company has entered into and may in the future enter into additional interest rate swap agreements to hedge against interest rate fluctuations. Neither the Company nor the Gaylord Rockies joint venture uses derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges. For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative resulting from recording each instrument at estimated fair value is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $16.0 million will be reclassified from accumulated other comprehensive loss to interest expense in the next twelve months. |
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 property and equipment and intangible assets), 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 property and equipment and definite-lived intangible 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. |
Income (Loss) Per Share | Income (Loss) Per Share Income (loss) per share is measured as basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding after considering the effect of conversion of dilutive instruments, calculated using the treasury stock method or if-converted method, as applicable. Net income (loss) per share amounts are calculated as follows for the years ended December 31 (income and share amounts in thousands): |
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 February 2016, the FASB issued ASU No. 2016-02, “ Leases operating lease liabilities In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments $2.2 In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting ,” which provides temporary optional expedients and exceptions to the existing guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The guidance in ASU 2020-04 is optional, effective immediately, and may be elected over time as reference rate reform activities occur generally through December 31, 2022. During 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of this guidance and may apply other elections as applicable as additional market changes occur In October 2020, the FASB issued ASU No. 2020-09, “ Debt – Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762 ,” which addresses disclosure rules on guaranteed debt securities offerings. The new rules allow for more summarized information regarding issuer and guarantor subsidiaries, as well as the option to provide the required disclosures in a footnote to the consolidated financial statements or in management’s discussion and analysis of financial condition and results of operations. The updated guidance is effective for the Company in January 2021; however, early adoption is permitted. The Company elected to adopt this guidance in the third quarter of 2020 and has included the applicable disclosures within management’s discussion and analysis of financial condition and results of operations in this Form 10-K. |
Description of the Business a_3
Description of the Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Description of the Business and Summary of Significant Accounting Policies | |
Estimated Useful Lives of Property and Equipment | Buildings 40 years Land improvements 20 years Furniture fixtures 5-8 years Leasehold improvements The shorter of the lease term or useful life |
Cash Paid for Interest | Cash paid for interest, net of amounts from interest rate swaps, for the years ended December 31 was comprised of (amounts in thousands): 2020 2019 2018 Debt interest paid $ 113,743 $ 121,876 $ 74,821 Capitalized interest (3,753) (1,618) (10,013) Cash paid for interest, net of capitalized interest $ 109,990 $ 120,258 $ 64,808 |
Summary of Prepaid Expense and Other Assets | Prepaid expenses and other assets at December 31 consist of (amounts in thousands): 2020 2019 Prepaid expenses $ 19,447 $ 18,888 Supplemental deferred compensation plan assets 31,277 29,174 Tax rebate receivables 27,096 20,389 Earnest money deposit for potential Block 21 acquisition — 15,000 Inventories 7,157 10,329 Deferred financing costs on revolving credit facility — 8,493 Derivative assets — 3,808 Other 15,517 17,764 Total prepaid expenses and other assets $ 100,494 $ 123,845 |
Summary of Estimated Amounts of Amortization Expense for Next Five Years | 2021 $ 40,198 2022 22,240 2023 4,282 2024 4,044 2025 4,038 $ 74,802 |
Accounts Payable and Accrued Liabilities of Continuing Operations | Accounts payable and accrued liabilities at December 31 consist of (amounts in thousands): 2020 2019 Trade accounts payable $ 23,125 $ 40,238 Property and other taxes payable 51,821 57,668 Deferred revenues 70,441 76,744 Accrued salaries and benefits 20,598 35,303 Accrued interest payable 14,263 16,520 Other accrued liabilities 22,873 38,442 Total accounts payable and accrued liabilities $ 203,121 $ 264,915 |
Other Liabilities | Other liabilities at December 31 consist of (amounts in thousands): 2020 2019 Pension and postretirement benefits liability $ 32,686 $ 32,670 Deferred compensation liability 31,277 29,174 Derivative liabilities 27,819 2,174 Other 997 953 Total other liabilities $ 92,779 $ 64,971 |
Revenues Disaggregated by Major Source | The Company’s revenues disaggregated by major source are as follows (in thousands): 2020 2019 2018 Hotel group rooms $ 88,606 $ 387,741 $ 312,364 Hotel transient rooms 83,112 169,821 142,006 Hotel food and beverage - banquets 116,624 453,612 360,181 Hotel food and beverage - outlets 70,914 207,158 159,662 Hotel other 106,789 203,114 153,690 Entertainment admissions/ticketing 16,564 81,434 69,291 Entertainment food and beverage 21,506 63,815 45,961 Entertainment retail and other 20,360 37,871 31,963 Total revenues $ 524,475 $ 1,604,566 $ 1,275,118 |
Hospitality Segment Revenues Disaggregated by Location | The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): 2020 2019 2018 Gaylord Opryland $ 133,333 $ 385,610 $ 365,999 Gaylord Palms 77,819 208,298 200,763 Gaylord Texan 111,236 292,548 260,418 Gaylord National 52,026 281,367 274,299 Gaylord Rockies 84,715 226,576 — AC Hotel 3,332 11,725 10,761 Inn at Opryland and other 3,584 15,322 15,663 Total Hospitality segment revenues $ 466,045 $ 1,421,446 $ 1,127,903 |
Income Per Share | 2020 Income (Loss) Shares Per Share Net income (loss) available to common stockholders $ (417,391) 54,962 $ (7.59) Effect of dilutive stock-based compensation — — — Net income (loss) available to common stockholders — assuming dilution $ (417,391) 54,962 $ (7.59) 2019 Income Shares Per Share Net income available to common stockholders $ 145,794 51,609 $ 2.82 Effect of dilutive stock-based compensation — 169 — Effect of dilutive put rights — 197 — Net income available to common stockholders — assuming dilution $ 145,794 51,975 $ 2.81 2018 Income Shares Per Share Net income available to common stockholders $ 264,670 51,294 $ 5.16 Effect of dilutive stock-based compensation — 213 — Net income available to common stockholders — assuming dilution $ 264,670 51,507 $ 5.14 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property and Equipment | |
Property and Equipment | Property and equipment at December 31 is recorded at cost, with the exception of right-of-use finance leases and the Gaylord Rockies joint venture as discussed below, and summarized as follows (amounts in thousands): December 31, December 31, 2020 2019 Land and land improvements $ 351,618 $ 349,024 Buildings 3,462,218 3,432,136 Furniture, fixtures and equipment 960,666 968,858 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 166,084 82,906 4,942,199 4,834,537 Accumulated depreciation and amortization (1,824,952) (1,704,285) Property and equipment, net $ 3,117,247 $ 3,130,252 |
Investment in Gaylord Rockies_2
Investment in Gaylord Rockies Joint Venture (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Gaylord Rockies [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation for the Acquired Assets and Liabilities | Property and equipment (Note 2) $ 1,018,499 Cash and cash equivalents - unrestricted 11,653 Notes receivable (Note 3) 11,230 Trade receivables 2,019 Prepaid expenses and other assets 20,419 Intangible assets (Note 1) 241,973 Total assets acquired 1,305,793 Debt and capital lease obligations (Note 5) (494,578) Accounts payable and accrued liabilities (70,215) Total liabilities assumed (564,793) Noncontrolling interest in consolidated joint venture (287,433) Previously unconsolidated investment in joint venture (86,913) Gain on re-measurement of pre-existing equity method investment (131,437) Purchase price of additional interest in Gaylord Rockies joint venture $ 235,217 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Summary of Debt and Finance Lease Obligations | The Company’s debt and finance lease obligations at December 31 consisted of (amounts in thousands): 2020 2019 $700M Revolving Credit Facility, less unamortized DFCs of $7,579 and $0 $ 98,421 $ — $300M Term Loan A, less unamortized DFCs of $2,321 and $2,478 297,679 297,522 $500M Term Loan B, less unamortized DFCs of $3,524 and $4,501 377,726 381,749 $400M Senior Notes, less unamortized DFCs of $2,301 and $3,222 397,699 396,778 $700M Senior Notes, less unamortized DFCs of $10,676 and $11,808, plus unamortized premium of $2,167 and $2,434 691,491 690,626 $800M Term Loan (Gaylord Rockies JV), less unamortized DFCs of $6,103 and $8,015 793,897 791,985 Finance lease obligations 1,095 1,308 Total debt $ 2,658,008 $ 2,559,968 |
Annual Maturities of Long-Term Debt Excluding Finance Lease Obligations | Annual maturities of long-term debt, excluding finance lease obligations, are as follows (amounts in thousands): Years 2021 2022 2023 2024 2025 Thereafter Total $700M Revolving Credit Facility $ — $ — $ — $ 106,000 $ — $ — $ 106,000 $300M Term Loan A — — — — 300,000 — 300,000 $500M Term Loan B 5,000 5,000 5,000 366,250 — — 381,250 $400M 5% Senior Notes — — 400,000 — — — 400,000 $700M 4.75% Senior Notes — — — — — 700,000 700,000 $800M Term Loan (1) — — 800,000 — — — 800,000 Total $ 5,000 $ 5,000 $ 1,205,000 $ 472,250 $ 300,000 $ 700,000 $ 2,687,250 (1) The $800 million term loan is indebtedness of the Gaylord Rockies joint venture. |
Schedule of Fair Value of the Company's Derivative Financial Instruments | The estimated fair value of the Company’s derivative financial instruments at December 31 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional December 31, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2020 2019 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ (2,206) $ 959 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (2,206) 959 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (2,206) 956 Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 $ 87,500 (2,222) 934 Gaylord Rockies Loan Interest Rate Swap 1.6500% 1-month LIBOR August 1, 2022 $ 800,000 (18,979) (2,174) $ (27,819) $ 1,634 |
Summary of Effect of Derivative Financial Instruments on the Accompanying Consolidated Statements of Operations | The effect of the Company’s derivative financial instruments on the accompanying consolidated statements of operations and comprehensive income (loss) for the years ended December 31 is as follows (in thousands): Amount of Gain (Loss) Location of Gain (Loss) Amount of Gain (Loss) Recognized in OCI Reclassified from Reclassified from Accumulated on Derivative Accumulated OCI OCI into Income (Expense) 2020 2019 into Income (Expense) 2020 2019 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ (39,958) $ 3,539 Interest expense $ (10,505) $ 1,905 Total derivatives $ (39,958) $ 3,539 $ (10,505) $ 1,905 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Schedule of Company's Lease Cost | The Company’s lease cost for the years ended December 31, 2020 and 2019 is as follows (in thousands): 2020 2019 Operating lease cost $ 12,016 $ 13,877 Finance lease cost: Amortization of right-of-use assets 149 157 Interest on lease liabilities 48 63 Net lease cost $ 12,213 $ 14,097 |
Summary of Maturities of Operating Lease Liabilities | Future minimum lease payments under non-cancelable leases at December 31, 2020 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 6,232 $ 260 Year 2 6,011 234 Year 3 6,039 199 Year 4 5,844 46 Year 5 5,956 46 Years thereafter 568,311 567 Total future minimum lease payments 598,393 1,352 Less amount representing interest (490,824) (257) Total present value of minimum payments $ 107,569 $ 1,095 |
Summary of Maturities of Finance Lease Liabilities | Operating Finance Leases Leases Year 1 $ 6,232 $ 260 Year 2 6,011 234 Year 3 6,039 199 Year 4 5,844 46 Year 5 5,956 46 Years thereafter 568,311 567 Total future minimum lease payments 598,393 1,352 Less amount representing interest (490,824) (257) Total present value of minimum payments $ 107,569 $ 1,095 |
Schedule of Remaining Lease Term and Discount Rate of Leases | Weighted-average remaining lease term: Operating leases 50.2 years Finance leases 10.1 years Weighted-average discount rate: Operating leases 6.9 % Finance leases 4.0 % |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock Plans | |
Share-Based Compensation Activity | A summary of the status of the Company’s restricted stock units as of December 31, 2020 and changes during the year ended December 31, 2020, is presented below: Weighted Average Grant-Date Restricted Stock Units Shares Fair Value Nonvested shares at January 1, 2020 349,358 $ 73.47 Granted 162,942 84.26 Vested (130,623) 69.47 Canceled (21,774) 86.80 Nonvested shares at December 31, 2020 359,903 78.41 |
Pension Plans (Tables)
Pension Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded Status and Accrued Pension Cost | The following table sets forth the funded status 2020 2019 CHANGE IN BENEFIT OBLIGATION: Benefit obligation at beginning of year $ 82,518 $ 77,847 Interest cost 1,969 2,713 Actuarial loss 8,568 8,436 Benefits paid (6,307) (6,478) Benefit obligation at end of year 86,748 82,518 CHANGE IN PLAN ASSETS: Fair value of plan assets at beginning of year 66,000 59,653 Actual return on plan assets 9,801 11,346 Employer contributions 1,727 1,479 Benefits paid (6,307) (6,478) Fair value of plan assets at end of year 71,221 66,000 Funded status and accrued pension cost $ (15,527) $ (16,518) |
Assumptions Used to Determine Benefit Obligations | The assumptions used to determine the benefit obligation at December 31 are as follows: 2020 2019 2018 Discount rate 1.95 % 2.85 % 3.95 % 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: 2020 2019 2018 Discount rate 2.40 % 3.51 % 3.47 % Rate of compensation increase N/A N/A N/A Expected long-term rate of return on plan assets 6.50 % 6.50 % 6.50 % |
Allocation of Defined Benefit Pension Plans Assets | The allocation of the defined benefit pension plan’s assets at December 31 is as follows (amounts in thousands): Asset Class 2020 2019 Cash $ 2,457 $ 43 Mutual funds 68,764 65,957 Total $ 71,221 $ 66,000 |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Net Periodic Pension and Postretirement Benefit (Income) Expense | Net periodic pension expense reflected in other gains and (losses), net in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): 2020 2019 2018 Interest cost $ 1,969 $ 2,713 $ 2,829 Expected return on plan assets (4,101) (3,849) (4,363) Amortization of net actuarial loss 1,004 970 750 Net settlement loss 1,740 1,904 1,559 Total net periodic pension expense $ 612 $ 1,738 $ 775 |
Expected Future Benefit Payments | The Company expects to contribute approximately $0.9 million to its defined benefit pension plan in 2021. 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): 2021 $ 7,518 2022 5,778 2023 4,827 2024 4,837 2025 6,559 2026 - 2030 28,698 |
Postretirement Benefits Other t
Postretirement Benefits Other than Pensions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |
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): 2020 2019 Benefit obligation at beginning of year $ 2,735 $ 2,774 Interest cost 69 101 Actuarial loss 144 196 Plan amendment (763) — Benefits paid (310) (336) Benefit obligation at end of year $ 1,875 $ 2,735 |
Postretirement Health Coverage [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Net Periodic Pension and Postretirement Benefit (Income) Expense | Net postretirement benefit income reflected in other gains and (losses), net in the accompanying statements of operations included the following components for the years ended December 31 (amounts in thousands): 2020 2019 2018 Interest cost $ 69 $ 101 $ 96 Amortization of net actuarial loss 245 238 257 Amortization of prior service credit (1,314) (1,314) (1,314) Total net postretirement benefit income $ (1,000) $ (975) $ (961) |
Expected Future Benefit Payments | 2021 $ 191 2022 178 2023 165 2024 153 2025 141 2026 - 2030 549 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity | |
Summary of Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss by component consisted of the following (amounts in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2017 $ (20,149) $ (6,543) $ — $ (26,692) Losses arising during period (2,231) — — (2,231) Amounts reclassified from accumulated other comprehensive loss (64) 333 — 269 Income tax benefit 630 — — 630 Net other comprehensive income (loss) (1,665) 333 — (1,332) Balance, December 31, 2018 $ (21,814) $ (6,210) $ — $ (28,024) Gains arising during period 693 — 3,539 4,232 Amounts reclassified from accumulated other comprehensive loss 97 333 (1,905) (1,475) Income tax expense (185) — — (185) Net other comprehensive income 605 333 1,634 2,572 Transition adjustment related to adoption of ASU 2018-02 (2,707) — — (2,707) Balance, December 31, 2019 $ (23,916) $ (5,877) $ 1,634 $ (28,159) Losses arising during period (2,901) — (39,958) (42,859) Amounts reclassified from accumulated other comprehensive loss 194 210 10,505 10,909 Net other comprehensive income (loss) (2,707) 210 (29,453) (31,950) Transition adjustment related to adoption of ASU 2016-13 (see Note 1) — 2,158 — 2,158 Balance, December 31, 2020 $ (26,623) $ (3,509) $ (27,819) $ (57,951) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
(Provision) Benefit for Income Taxes from Continuing Operations | The income tax (provision) benefit for continuing operations consists of the following (amounts in thousands): 2020 2019 2018 CURRENT: Federal $ (101) $ (120) $ (118) State (457) (3,941) (1,437) Total current provision (558) (4,061) (1,555) DEFERRED: Federal (13,565) (13,715) (7,271) State (12,961) (699) (2,919) Total deferred provision (26,526) (14,414) (10,190) Total provision for income taxes $ (27,084) $ (18,475) $ (11,745) |
Summary of Taxability of Cash Distributions Paid on Common Shares | 2020 2019 2018 Ordinary income $ — $ 2.55 $ 2.67 Capital gains 0.05 0.05 0.05 Return of capital 1.80 0.88 — $ 1.85 $ 3.48 $ 2.72 |
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 21% and the actual income tax (provision) benefit recorded for continuing operations are as follows (amounts in thousands): 2020 2019 2018 Statutory federal income tax (provision) benefit $ 91,085 $ (30,822) $ (58,047) Adjustment for nontaxable income of the REIT (33,116) 15,803 50,075 Adjustment for noncontrolling interest in consolidated joint venture (5,010) (662) — State taxes (net of federal tax benefit) 5,876 (4,596) (4,268) Permanent share-based compensation adjustment (579) 1,257 821 Other permanent items (200) (377) (46) Change in federal valuation allowance (65,368) 556 46 Change in state valuation allowance (net of federal tax benefit) (19,293) (44) (88) Other (479) 410 (238) $ (27,084) $ (18,475) $ (11,745) |
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): 2020 2019 DEFERRED TAX ASSETS: Accounting reserves and accruals $ 17,545 $ 15,931 Defined benefit plan 3,924 4,194 Deferred management rights proceeds 42,424 43,420 Federal and State net operating loss carryforwards 110,869 45,794 Tax credits and other carryforwards 1,114 499 Other assets 5,022 4,605 Total deferred tax assets 180,898 114,443 Valuation allowance (97,700) (12,387) Total deferred tax assets, net of valuation allowance 83,198 102,056 DEFERRED TAX LIABILITIES: Property and equipment, net 70,856 61,970 Investment in joint ventures 11,048 12,639 Intangibles 1,084 717 Other liabilities 875 771 Total deferred tax liabilities 83,863 76,097 Net deferred tax assets (liabilities) $ (665) $ 25,959 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities that are required to be 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 2020 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 31,277 $ 31,277 $ — $ — Total assets measured at fair value $ 31,277 $ 31,277 $ — $ — Variable to fixed interest rate swaps $ 27,819 $ — $ 27,819 $ — Total liabilities measured at fair value $ 27,819 $ — $ 27,819 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 29,174 $ 29,174 $ — $ — Variable to fixed interest rate swaps 3,808 — 3,808 — Total assets measured at fair value $ 32,982 $ 29,174 $ 3,808 $ — Variable to fixed interest rate swaps $ 2,174 $ — $ 2,174 $ — Total liabilities measured at fair value $ 2,174 $ — $ 2,174 $ — |
Financial Reporting By Busine_2
Financial Reporting By Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financial Reporting By Business Segments | |
Segments' Internal Financial Reports | The following information (amounts in thousands) is derived directly from the segments’ internal financial reports used for corporate management purposes. 2020 2019 2018 Revenues: Hospitality $ 466,045 $ 1,421,446 $ 1,127,903 Entertainment 58,430 183,120 147,215 Corporate and Other — — — Total $ 524,475 $ 1,604,566 $ 1,275,118 Depreciation and amortization: Hospitality $ 198,073 $ 201,068 $ 108,779 Entertainment 14,371 11,150 10,280 Corporate and Other 2,638 1,629 1,817 Total $ 215,082 $ 213,847 $ 120,876 Operating income (loss): Hospitality $ (204,868) $ 263,203 $ 247,885 Entertainment (34,242) 45,361 27,686 Corporate and Other (31,433) (37,911) (32,650) Preopening costs (1) (1,665) (3,122) (4,869) Gain on sale of assets (2) 1,161 — — Credit loss on held-to-maturity securities (3) (32,784) — — Impairment charges (4) — — (23,783) Total operating income (loss) (303,831) 267,531 214,269 Interest expense (115,783) (131,620) (74,961) Interest income 7,304 11,769 10,469 Loss from extinguishment of debt — (494) — Income (loss) from unconsolidated joint ventures (5) (6,451) (1,110) 125,005 Other gains and (losses), net (14,976) 693 1,633 Income (loss) before income taxes $ (433,737) $ 146,769 $ 276,415 (1) Preopening costs for 2020 include $0.3 million and $1.4 million for the Hospitality and Entertainment segments, respectively. Preopening costs for 2019 include $1.3 million and $1.9 million for the Hospitality and Entertainment segments, respectively. Preopening costs for 2018 include $2.9 million and $1.9 million for the Hospitality and Entertainment segments, respectively. (2) Gain on sale of assets for 2020 relates to the Hospitality segment. (3) Credit loss on held-to-maturity securities for 2020 relates to the Hospitality segment. (4) Impairment charges for 2018 relate to the Entertainment segment. (5) Loss from unconsolidated joint ventures for 2020 and 2019 relates to the Entertainment segment. Income from unconsolidated joint ventures for 2018 includes $124.4 million (which includes the gain discussed in Note 4) and $0.6 million for the Hospitality and Entertainment segments, respectively. December 31, December 31, 2020 2019 Identifiable assets: Hospitality $ 3,279,238 $ 3,494,084 Entertainment 185,178 181,036 Corporate and Other 92,079 413,348 Total identifiable assets $ 3,556,495 $ 4,088,468 |
Capital Expenditures for Continuing Operations | The following table represents the capital expenditures by segment for the years ended December 31 (amounts in thousands): 2020 2019 2018 Hospitality $ 146,654 $ 120,899 $ 142,738 Entertainment 13,697 25,000 44,863 Corporate and other 5,112 6,642 616 Total capital expenditures $ 165,463 $ 152,541 $ 188,217 |
Description of the Business a_4
Description of the Business and Summary of Significant Accounting Policies - Ownership in Joint Ventures (Details) | Dec. 31, 2020 | Jul. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2016 |
Gaylord Rockies [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity interest (as a percent) | 65.00% | 62.10% | 61.20% | 35.00% | |
Opry City Stage [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity interest (as a percent) | 50.00% |
Description of the Business a_5
Description of the Business and Summary of Significant Accounting Policies - Joint Venture Interests Acquired - Consideration (Details) - Opry City Stage [Member] $ in Millions | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Business Combination, Consideration Transferred [Abstract] | |
Cash paid for acquisition | $ 3.9 |
Note receivable forgiven | $ 7.9 |
Description of the Business a_6
Description of the Business and Summary of Significant Accounting Policies - Joint Venture Interests Acquired - Ownership Percentages (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | |
Opry City Stage [Member] | |||||
Business Combination, Description [Abstract] | |||||
Ownership percentage | 50.00% | ||||
Business Combination, Step Acquisition [Abstract] | |||||
Impairment charges | $ 22.6 | ||||
Circle [Member] | |||||
Business Combination, Description [Abstract] | |||||
Ownership percentage | 50.00% | 50.00% | |||
Opry City Stage [Member] | |||||
Business Combination, Description [Abstract] | |||||
Interest acquired (as a percent) | 50.00% | ||||
Business Combination, Step Acquisition [Abstract] | |||||
Equity interest immediately before the acquisition (as a percent) | 50.00% | ||||
Total equity interest (as a percent) | 100.00% |
Description of the Business a_7
Description of the Business and Summary of Significant Accounting Policies - Subsidiaries (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Percentage of owned subsidiaries | 100.00% | |
Exchange ratio | 1 | |
Ryman Hospitality Properties, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of outstanding Operating Partnership Units held by the company | 99.20% |
Description of the Business a_8
Description of the Business and Summary of Significant Accounting Policies - Principles of Consolidation (Details) - Gaylord Rockies [Member] - item | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||
Number of committee members | 2 | 2 |
Number of minority partners | 2 | 2 |
Description of the Business a_9
Description of the Business and Summary of Significant Accounting Policies - Covid 19 (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Apr. 23, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Dividends permitted amount per quarter | $ 0.01 | |||
Cash and cash equivalents - unrestricted | $ 56,697 | $ 362,430 | $ 103,437 | |
Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | $ 593,200 | |||
Sixth Amended And Restated Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Dividends permitted amount per quarter | $ 0.01 |
Description of the Business _10
Description of the Business and Summary of Significant Accounting Policies - Acquisition (Details) - Block 21 [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Purchase price | $ 275 |
Liabilities assumed | 141 |
Nonrefundable deposit | $ 15 |
Description of the Business _11
Description of the Business and Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 8 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
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 the Business _12
Description of the Business and Summary of Significant Accounting Policies - Cash Paid for Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities [Abstract] | |||
Debt interest paid | $ 113,743 | $ 121,876 | $ 74,821 |
Capitalized interest | (3,753) | (1,618) | (10,013) |
Cash paid for interest, net of capitalized interest | $ 109,990 | $ 120,258 | $ 64,808 |
Description of the Business _13
Description of the Business and Summary of Significant Accounting Policies - Cash Paid for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes Paid, Net [Abstract] | |||
Net cash payments of income taxes | $ 1.7 | $ 3.6 | $ 1.6 |
Description of the Business _14
Description of the Business and Summary of Significant Accounting Policies - Prepaid Expense and Other Assets & Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Prepaid Expense and Other Assets [Abstract] | |||
Prepaid expenses | $ 19,447 | $ 18,888 | |
Supplemental deferred compensation plan assets | 31,277 | 29,174 | |
Tax rebate receivables | 27,096 | 20,389 | |
Inventories | 7,157 | 10,329 | |
Derivative Asset | 3,808 | ||
Other | 15,517 | 17,764 | |
Total prepaid expenses and other assets | 100,494 | 123,845 | |
Intangible Assets | |||
Gross carrying amount of intangible assets | 252,800 | 252,700 | |
Accumulated amortization of intangible assets | 85,800 | 45,600 | |
Amortization expenses | 40,200 | 40,200 | $ 200 |
2021 | 40,198 | ||
2022 | 22,240 | ||
2023 | 4,282 | ||
2024 | 4,044 | ||
2025 | 4,038 | ||
Estimated amount of amortization expenses | $ 74,802 | ||
Gaylord Rockies [Member] | Advanced Bookings [Member] | |||
Intangible Assets | |||
Useful life (in years) | 3 years 6 months | ||
Estimated amount of amortization expenses | $ 125,500 | ||
Gaylord Rockies [Member] | Trade Names [Member] | |||
Intangible Assets | |||
Useful life (in years) | 30 years | ||
Estimated amount of amortization expenses | $ 115,300 | ||
Block 21 [Member] | |||
Prepaid Expense and Other Assets [Abstract] | |||
Earnest money deposit for potential Block 21 acquisition | 15,000 | ||
Gaylord Rockies [Member] | |||
Prepaid Expense and Other Assets [Abstract] | |||
Rebates earned | $ 41,400 | 34,600 | |
Gaylord Rockies [Member] | Minimum [Member] | |||
Prepaid Expense and Other Assets [Abstract] | |||
Rebate agreement term | 25 years | ||
Gaylord Rockies [Member] | Maximum [Member] | |||
Prepaid Expense and Other Assets [Abstract] | |||
Rebate agreement term | 33 years | ||
Revolving Credit Facility [Member] | |||
Prepaid Expense and Other Assets [Abstract] | |||
Deferred financing costs on revolving credit facility | $ 8,493 |
Description of the Business _15
Description of the Business and Summary of Significant Accounting Policies - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 23,125 | $ 40,238 |
Property and other taxes payable | 51,821 | 57,668 |
Deferred revenues | 70,441 | 76,744 |
Accrued salaries and benefits | 20,598 | 35,303 |
Accrued interest payable | 14,263 | 16,520 |
Other accrued liabilities | 22,873 | 38,442 |
Total accounts payable and accrued liabilities | $ 203,121 | $ 264,915 |
Description of the Business _16
Description of the Business and Summary of Significant Accounting Policies - Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities [Abstract] | ||
Pension and postretirement benefits liability | $ 32,686 | $ 32,670 |
Deferred compensation liability | 31,277 | 29,174 |
Derivative liabilities | 27,819 | 2,174 |
Other | 997 | 953 |
Total other liabilities | $ 92,779 | $ 64,971 |
Description of the Business _17
Description of the Business and Summary of Significant Accounting Policies - Deferred Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interest Expense, Debt [Abstract] | |||
Amortization of deferred financing costs | $ 7,948 | $ 7,662 | $ 5,632 |
Write-off of deferred financing costs | 281 | 3,079 | 1,956 |
Revolving Credit Facility [Member] | |||
Interest Expense, Debt [Abstract] | |||
Write-off of deferred financing costs | 100 | 200 | 2,000 |
Interest Expense [Member] | |||
Interest Expense, Debt [Abstract] | |||
Write-off of deferred financing costs | $ 300 | $ 3,100 | $ 2,000 |
Description of the Business _18
Description of the Business and Summary of Significant Accounting Policies - Revenues Disaggregated by Major Source (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 524,475 | $ 1,604,566 | $ 1,275,118 |
Rooms [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 171,718 | 557,562 | 454,370 |
Hotel Group Rooms [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 88,606 | 387,741 | 312,364 |
Hotel Transient Rooms [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 83,112 | 169,821 | 142,006 |
Food and Beverage [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 187,538 | 660,770 | 519,843 |
Hotel Food And Beverage Banquets [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 116,624 | 453,612 | 360,181 |
Hotel Food And Beverage Outlets [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 70,914 | 207,158 | 159,662 |
Hotel, Other [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 106,789 | 203,114 | 153,690 |
Entertainment [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 58,430 | 183,120 | 147,215 |
Entertainment Admissions And Ticketing [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 16,564 | 81,434 | 69,291 |
Entertainment Food And Beverage [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 21,506 | 63,815 | 45,961 |
Entertainment Retail And Other [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 20,360 | $ 37,871 | $ 31,963 |
Description of the Business _19
Description of the Business and Summary of Significant Accounting Policies - Revenues Disaggregated by Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 524,475 | $ 1,604,566 | $ 1,275,118 |
Gaylord Opryland [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 133,333 | 385,610 | 365,999 |
Gaylord Palms [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 77,819 | 208,298 | 200,763 |
Gaylord Texan [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 111,236 | 292,548 | 260,418 |
Gaylord National [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 52,026 | 281,367 | 274,299 |
Gaylord Rockies [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 84,715 | 226,576 | |
AC Hotel [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 3,332 | 11,725 | 10,761 |
Inn at Opryland [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 3,584 | 15,322 | 15,663 |
Hospitality [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 466,045 | $ 1,421,446 | $ 1,127,903 |
Description of the Business _20
Description of the Business and Summary of Significant Accounting Policies - Revenues Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenues | $ 70,441 | $ 76,744 |
Change in Contract with Customer, Liability [Abstract] | ||
Revenue recognized | $ 45,400 |
Description of the Business _21
Description of the Business and Summary of Significant Accounting Policies - Management Fees (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||
Base management fee (as a percent) | 2.00% | ||
Total base management fee | $ 10.3 | $ 31.6 | $ 23.3 |
Incentive fees | $ 0 | $ 12.6 | $ 11.8 |
Gaylord Rockies [Member] | |||
Business Acquisition [Line Items] | |||
Base management fee (as a percent) | 3.00% |
Description of the Business _22
Description of the Business and Summary of Significant Accounting Policies - Advertising Costs and Derivative Financial Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Marketing and Advertising Expense [Abstract] | |||
Advertising costs | $ 23 | $ 53.2 | $ 41.2 |
Interest Expense [Member] | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Estimated reclassification from AOCI to interest expenses | $ (16) |
Description of the Business _23
Description of the Business and Summary of Significant Accounting Policies - Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | |||
Net income (loss) available to common shareholders | $ (417,391) | $ 145,794 | $ 264,670 |
Net income (loss) available to common stockholders - assuming dilution | $ (417,391) | $ 145,794 | $ 264,670 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Weighted average shares outstanding - basic (in shares) | 54,962 | 51,609 | 51,294 |
Effect of dilutive stock-based compensation (in shares) | 169 | 213 | |
Effect of dilutive put rights (in shares) | 197 | ||
Net income available to common stockholders - assuming dilution (in shares) | 54,962 | 51,975 | 51,507 |
Earnings Per Share, Diluted [Abstract] | |||
Net income, per share (in dollars per share) | $ (7.59) | $ 2.82 | $ 5.16 |
Net income, per share - assuming dilution (in dollars per share) | $ (7.59) | $ 2.81 | $ 5.14 |
Anti-dilutive securities excluded from EPS computation | 100 |
Description of the Business _24
Description of the Business and Summary of Significant Accounting Policies - ASU 2016-02 (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Assets and Liabilities, Lessee [Abstract] | |||
Right-of-use asset | $ 100,900 | ||
Straight-line lease liability | 100,100 | ||
Operating lease liabilities | $ 107,569 | $ 106,331 | 100,900 |
Right-of-use assets, net | $ 800 |
Description of the Business _25
Description of the Business and Summary of Significant Accounting Policies - ASU 2016-03 (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Transition adjustment | $ (911,092) | $ (495,514) | |
Accumulated other comprehensive loss | $ (57,951) | $ (28,159) | |
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Transition adjustment | $ (5,300) | ||
Accumulated other comprehensive loss | $ 2,200 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Right-of-use finance lease assets | $ 1,613 | $ 1,613 |
Property and equipment, gross | 4,942,199 | 4,834,537 |
Accumulated depreciation | (1,824,952) | (1,704,285) |
Property and equipment, net | 3,117,247 | 3,130,252 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 351,618 | 349,024 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,462,218 | 3,432,136 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 960,666 | 968,858 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 166,084 | $ 82,906 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation, Depletion and Amortization [Abstract] | |||
Depreciation expense, including amortization of assets under finance lease obligations | $ 173.3 | $ 172.2 | $ 119.5 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) | 1 Months Ended |
Jun. 30, 2017USD ($) | |
Property and Equipment | |
Property tax abatement, period | 8 years |
Amounts in industrial revenue bond exchanged for property tax abatement | $ 650,000,000 |
Cash exchanged for property tax abatement | $ 0 |
Industrial revenue bond maturity period | 9 years |
Notes Receivable - General Info
Notes Receivable - General Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2008 | Dec. 31, 2020 | Dec. 31, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Aggregate carrying values | $ 71,923,000 | $ 110,135,000 | |||
Transition adjustment | (911,092,000) | (495,514,000) | |||
Credit loss | 32,784,000 | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Transition adjustment | $ (5,300,000) | ||||
Bonds A Series [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bond issued, face value | $ 95,000,000 | ||||
Interest rates on bonds (as a percent) | 8.00% | ||||
Maturity date of notes receivable | Jul. 1, 2034 | ||||
Effective interest rates on bonds (as a percent) | 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 (as a percent) | 10.00% | ||||
Maturity date of notes receivable | Sep. 1, 2037 | ||||
Effective interest rates on bonds (as a percent) | 11.42% | ||||
Present value of future debt service payments discounted | $ 38,300,000 | ||||
Less portion recognized in other comprehensive income | $ 6,500,000 | ||||
Bonds B Series [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Transition adjustment | $ (5,200,000) | ||||
Bonds A and B Series [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Aggregate carrying values | $ 71,900,000 | 110,100,000 | |||
Credit loss reserve | 38,000,000 | $ 0 | |||
Credit loss | $ 38,000,000 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | $ 7,304 | $ 11,769 | $ 10,469 | ||
Payment received relating to notes receivables | 2,985 | 13,211 | 2,560 | ||
Notes Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | 6,200 | 10,200 | 10,100 | ||
Payment received relating to notes receivables | 8,800 | 11,300 | $ 10,900 | ||
Bonds A Series [Member] | Gaylord Rockies [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Aggregate carrying value | $ 20,400 | $ 20,400 | |||
Payments to acquire held-to-maturity securities | $ 9,000 | ||||
Maturity date of Bond | Dec. 1, 2030 | ||||
Bonds A Series [Member] | Gaylord Rockies [Member] | November 30, 2020 [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest rates on bonds (as a percent) | 2.50% | 2.50% | |||
Bonds A Series [Member] | Gaylord Rockies [Member] | November 30, 2024 [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest rates on bonds (as a percent) | 6.00% | 6.00% | |||
Bonds A Series [Member] | Gaylord Rockies [Member] | From December 1, 2024 [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest rates on bonds (as a percent) | 8.00% | 8.00% | |||
Bonds B Series [Member] | Gaylord Rockies [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Aggregate carrying value | $ 1,500 | $ 1,500 | |||
Maturity date of Bond | Dec. 1, 2040 | ||||
Bonds B Series [Member] | Gaylord Rockies [Member] | November 30, 2020 [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest rates on bonds (as a percent) | 2.50% | 2.50% | |||
Bonds B Series [Member] | Gaylord Rockies [Member] | November 30, 2024 [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest rates on bonds (as a percent) | 6.00% | 6.00% | |||
Bonds B Series [Member] | Gaylord Rockies [Member] | From December 1, 2024 [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest rates on bonds (as a percent) | 8.00% | 8.00% | |||
Bonds A and B Series [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accrued interest receivable | $ 40,900 | $ 38,200 |
Investment in Gaylord Rockies_3
Investment in Gaylord Rockies Joint Venture - General Information (Details) $ in Thousands | Jul. 31, 2019USD ($) | Dec. 31, 2020USD ($)ft²roomshares | Dec. 31, 2018USD ($) | Mar. 31, 2016USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||
Operating Partnership Units | shares | 400,000 | |||
Redemption of Operating Partnership Units into Company's common stock (in shares) | shares | 1 | |||
Gaylord Rockies [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Purchase price | $ 235,217 | |||
Gaylord Rockies [Member] | Tax Protection Agreement [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Threshold limit for indemnification of tax losses due to sale or disposition | 50 | |||
Indemnification period (in years) | 7 years | |||
Threshold limit for indemnification of tax losses due to failure to comply obligations | 100.00% | |||
Gaylord Rockies [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of hotel rooms | room | 1,501 | |||
Area of exhibition, meeting, pre-functional and outdoor space | ft² | 485,000 | |||
Equity interest (as a percent) | 62.10% | 65.00% | 61.20% | 35.00% |
Capital contribution | $ 5,500 | |||
Opening date of hotel | 2018-12 | |||
Estimated project cost | $ 800,000 | |||
Purchase price | $ 235,200 | |||
OP redemption ratio | 1 | |||
Expected total contribution to the project | $ 86,500 | |||
Put Right Holders [Member] | Gaylord Rockies [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Capital contribution | $ 2,900 | |||
Percentage of interest of put right owners | 0.50% | |||
Remaining Put Right Holders [Member] | Gaylord Rockies [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of interest of put right owners | 2.40% | |||
Value of warrants or rights exercised | $ 14,000 | |||
Operating Partnership Units | shares | 400,000 |
Investment in Gaylord Rockies_4
Investment in Gaylord Rockies Joint Venture - Gaylord Rockies (Details) $ in Thousands | Jul. 31, 2019USD ($) | Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)item | Mar. 31, 2016 |
Business Acquisition | |||||
Income (loss) from joint ventures | $ (6,451) | $ (1,110) | $ 125,005 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||
Noncontrolling interest in consolidated joint venture | $ (100,969) | $ (221,511) | |||
Gaylord Rockies [Member] | |||||
Business Acquisition | |||||
Income (loss) from joint ventures | $ 124,400 | ||||
Equity interest (as a percent) | 62.10% | 65.00% | 61.20% | 35.00% | |
Purchase price | $ 235,200 | ||||
Number of committee members | item | 2 | 2 | |||
Number of minority partners | item | 2 | 2 | |||
Purchase of additional interest | $ 218,400 | ||||
Additional equity interest (as a percent) | 0.90% | ||||
Purchase price | $ 5,500 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||
Purchase price of additional interest in Gaylord Rockies joint venture | 235,200 | ||||
Gaylord Rockies [Member] | |||||
Business Acquisition | |||||
Purchase price | 235,217 | ||||
Gain of pre-existing equity method investment | 131,437 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||
Property and equipment (Note 2) | 1,018,499 | ||||
Cash and cash equivalents - unrestricted | 11,653 | ||||
Notes receivable (Note 3) | 11,230 | ||||
Trade receivables | 2,019 | ||||
Prepaid expenses and other assets | 20,419 | ||||
Intangible assets (Note 1) | 241,973 | ||||
Total assets acquired | 1,305,793 | ||||
Debt and capital lease obligations (Note 5) | (494,578) | ||||
Accounts payable and accrued liabilities | (70,215) | ||||
Total liabilities assumed | (564,793) | ||||
Noncontrolling interest in consolidated joint venture | (287,433) | ||||
Previously unconsolidated investment in joint venture | (86,913) | ||||
Gain of pre-existing equity method investment | 131,437 | ||||
Purchase price of additional interest in Gaylord Rockies joint venture | $ 235,217 |
Debt - Debt and Capital Lease O
Debt - Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 1,095 | $ 1,308 |
Total debt | 2,658,008 | 2,559,968 |
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 98,421 | |
Secured Debt [Member] | $300 Million Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 297,679 | 297,522 |
Secured Debt [Member] | $500 Million Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 377,726 | 381,749 |
Secured Debt [Member] | $800M Term Loan (Gaylord Rockies JV) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 793,897 | 791,985 |
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 397,699 | 396,778 |
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 691,491 | $ 690,626 |
Debt - Annual Maturities of Lon
Debt - Annual Maturities of Long-Term Debt Excluding Capital Lease Obligations (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Sep. 30, 2019 | Jul. 02, 2019 | Apr. 15, 2015 | Apr. 03, 2013 |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
2020 | $ 5,000,000 | ||||||
2021 | 5,000,000 | ||||||
2022 | 1,205,000,000 | ||||||
2023 | 472,250,000 | ||||||
2024 | 300,000,000 | ||||||
Years thereafter | 700,000,000 | ||||||
Total | 2,687,250,000 | ||||||
$500M Construction Loan (Gaylord Rockies JV) [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
Face amount | $ 500,000,000 | $ 500,000,000 | |||||
$39M Mezzanine Loan (Gaylord Rockies JV) [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
Face amount | 39,000,000 | 39,000,000 | |||||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
2023 | 106,000,000 | ||||||
Total | 106,000,000 | ||||||
Secured Debt [Member] | $200 Million Term Loan A [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
Face amount | 200,000,000 | ||||||
Secured Debt [Member] | $300 Million Term Loan A [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
2024 | 300,000,000 | ||||||
Total | 300,000,000 | ||||||
Face amount | 300,000,000 | $ 300,000,000 | |||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
2020 | 5,000,000 | ||||||
2021 | 5,000,000 | ||||||
2022 | 5,000,000 | ||||||
2023 | 366,250,000 | ||||||
Total | 381,250,000 | ||||||
Face amount | 500,000,000 | ||||||
Secured Debt [Member] | $800M Term Loan (Gaylord Rockies JV) [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
2022 | 800,000,000 | ||||||
Total | 800,000,000 | ||||||
Face amount | 800,000,000 | $ 800,000,000 | |||||
Senior Notes [Member] | $350 Million 5% Senior Notes [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
Face amount | 350,000,000 | $ 350,000,000 | $ 350,000,000 | ||||
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
2022 | 400,000,000 | ||||||
Total | 400,000,000 | ||||||
Face amount | 400,000,000 | $ 400,000,000 | |||||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||
Years thereafter | 700,000,000 | ||||||
Total | 700,000,000 | ||||||
Face amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 |
Debt - Summary of Debt and Capi
Debt - Summary of Debt and Capital Lease Obligations - General Information (Details) - USD ($) | Apr. 01, 2021 | Jul. 02, 2019 | May 11, 2017 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 17, 2021 | Feb. 09, 2021 | Oct. 31, 2019 | Oct. 30, 2019 | Apr. 15, 2015 | Apr. 03, 2013 |
Debt Instrument [Line Items] | |||||||||||||
Write-off of deferred financing costs | $ 281,000 | $ 3,079,000 | $ 1,956,000 | ||||||||||
$800M Term Loan (Gaylord Rockies JV) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, maturity date | Jul. 2, 2023 | ||||||||||||
$800M Term Loan (Gaylord Rockies JV) [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Spread rate (as a percent) | 2.50% | ||||||||||||
$500M Construction Loan (Gaylord Rockies JV) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 500,000,000 | 500,000,000 | |||||||||||
$39M Mezzanine Loan (Gaylord Rockies JV) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | 39,000,000 | 39,000,000 | |||||||||||
Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Write-off of deferred financing costs | 100,000 | 200,000 | $ 2,000,000 | ||||||||||
Unamortized deferred financing costs | 8,493,000 | ||||||||||||
Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Remaining borrowing capacity | 593,200,000 | ||||||||||||
Sixth Amended And Restated Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Minimum liquidity maintenance | $ 100,000,000 | ||||||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 700,000,000 | ||||||||||||
Credit facility, maturity date | Mar. 31, 2024 | ||||||||||||
Unamortized deferred financing costs | $ 7,579,000 | 0 | |||||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Spread rate (as a percent) | 2.25% | 1.95% | |||||||||||
Secured Debt [Member] | $200 Million Term Loan A [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | 200,000,000 | ||||||||||||
Secured Debt [Member] | $300 Million Term Loan A [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 300,000,000 | 300,000,000 | |||||||||||
Debt instrument, maturity date | Mar. 31, 2025 | ||||||||||||
Unamortized deferred financing costs | $ 2,321,000 | 2,478,000 | |||||||||||
Secured Debt [Member] | $300 Million Term Loan A [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Spread rate (as a percent) | 2.25% | 1.90% | |||||||||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 500,000,000 | ||||||||||||
Debt instrument, maturity date | May 11, 2024 | ||||||||||||
Unamortized deferred financing costs | $ 3,524,000 | 4,501,000 | |||||||||||
Percentage of amortization of original principal balance (as a percent) | 1.00% | ||||||||||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Spread rate (as a percent) | 2.00% | 2.00% | |||||||||||
Secured Debt [Member] | $800M Term Loan (Gaylord Rockies JV) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 800,000,000 | $ 800,000,000 | |||||||||||
Write-off of deferred financing costs | 100,000 | ||||||||||||
Unamortized deferred financing costs | 6,103,000 | 8,015,000 | |||||||||||
Secured Debt [Member] | Sixth Amended And Restated Credit Agreement [Member] | $200 Million Term Loan A [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | 200,000,000 | ||||||||||||
Senior Notes [Member] | $350 Million 5% Senior Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | ||||||||||
Stated interest rate (as a percent) | 5.00% | 5.00% | 5.00% | ||||||||||
Write-off of deferred financing costs | $ 1,700,000 | ||||||||||||
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 400,000,000 | $ 400,000,000 | |||||||||||
Stated interest rate (as a percent) | 5.00% | 5.00% | |||||||||||
Debt instrument, maturity date | Apr. 15, 2023 | ||||||||||||
Unamortized deferred financing costs | $ 2,301,000 | 3,222,000 | |||||||||||
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | Subsequent event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 400,000,000 | $ 400,000,000 | |||||||||||
Stated interest rate (as a percent) | 5.00% | 5.00% | |||||||||||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | ||||||||||
Stated interest rate (as a percent) | 4.75% | 4.75% | 4.75% | ||||||||||
Unamortized deferred financing costs | $ 10,676,000 | 11,808,000 | |||||||||||
Unamortized premium | $ 2,167,000 | $ 2,434,000 | |||||||||||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | Subsequent event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 700,000,000 | ||||||||||||
Stated interest rate (as a percent) | 4.75% |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) | 12 Months Ended | ||||
Dec. 31, 2020USD ($)entity | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 31, 2019USD ($) | Oct. 30, 2019USD ($) | |
Debt Instrument [Line Items] | |||||
Number of wholly-owned subsidiaries | entity | 4 | ||||
Percentage of advance borrowing based on appraisal value of hotel properties (as a percent) | 55.00% | ||||
Percentage of advance borrowing based on appraisal value of hotel properties in the event of hotel property sold (as a percent) | 50.00% | ||||
Write-off of deferred financing costs | $ 281,000 | $ 3,079,000 | $ 1,956,000 | ||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Write-off of deferred financing costs | 100,000 | 200,000 | $ 2,000,000 | ||
Revolving Credit Facility [Member] | Sixth Amended And Restated Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Accordion feature allowing potential increase to credit facility | $ 600,000,000 | ||||
Minimum liquidity maintenance | $ 100,000,000 | ||||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 700,000,000 | ||||
Secured Debt [Member] | $200 Million Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 200,000,000 | ||||
Secured Debt [Member] | $200 Million Term Loan A [Member] | Sixth Amended And Restated Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 200,000,000 | ||||
Secured Debt [Member] | $300 Million Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 300,000,000 | $ 300,000,000 | |||
Secured Debt [Member] | $500 Million Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 500,000,000 | ||||
Financial Standby Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 |
Debt - $700 Million Revolving C
Debt - $700 Million Revolving Credit Facility (Details) - Line of Credit [Member] - $700 Million Revolving Credit Facility [Member] - Revolving Credit Facility [Member] - USD ($) | Apr. 01, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 700,000,000 | |
Credit facility, maturity date | Mar. 31, 2024 | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Spread rate (as a percent) | 2.25% | 1.95% |
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Spread rate (as a percent) | 1.40% | |
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Spread rate (as a percent) | 1.95% |
Debt - $300 Million Term Loan A
Debt - $300 Million Term Loan A (Details) - Secured Debt [Member] - USD ($) | Apr. 01, 2021 | May 11, 2017 | May 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
$200 Million Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 200,000,000 | ||||
$300 Million Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 300,000,000 | 300,000,000 | |||
Debt instrument, maturity date | Mar. 31, 2025 | ||||
Net proceeds | $ 94,000,000 | ||||
$300 Million Term Loan A [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Spread rate (as a percent) | 2.25% | 1.90% | |||
$300 Million Term Loan A [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Spread rate (as a percent) | 1.35% | ||||
$300 Million Term Loan A [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Spread rate (as a percent) | 1.90% | ||||
$500 Million Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 500,000,000 | ||||
Debt instrument, maturity date | May 11, 2024 | ||||
Repayments of debt | $ 100,000,000 | ||||
$500 Million Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Spread rate (as a percent) | 2.00% | 2.00% |
Debt - $500 Million Term Loan B
Debt - $500 Million Term Loan B (Details) - USD ($) | May 11, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2019 |
Debt Instrument [Line Items] | |||||
Write-off of deferred financing costs | $ 281,000 | $ 3,079,000 | $ 1,956,000 | ||
Secured Debt [Member] | $500 Million Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 500,000,000 | ||||
Debt instrument, maturity date | May 11, 2024 | ||||
Percentage of amortization of original principal balance (as a percent) | 1.00% | ||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Spread rate (as a percent) | 2.00% | 2.00% | |||
Notional amount | $ 350,000,000 | ||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Interest rate swaps | Derivatives designated as hedging instruments | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 1.2235% | ||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Interest rate swaps | Derivatives designated as hedging instruments | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 1.2315% |
Debt - $350 Million 5% Senior N
Debt - $350 Million 5% Senior Notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 03, 2013 | |
Debt Instrument [Line Items] | ||||||
Loss from extinguishment of debt | $ (494,000) | |||||
Unamortized deferred financing costs | $ 281,000 | $ 3,079,000 | $ 1,956,000 | |||
Senior Notes [Member] | $350 Million 5% Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | |||
Stated interest rate (as a percent) | 5.00% | 5.00% | 5.00% | |||
Redemption price of per thousand | $ 1,002.50 | |||||
Aggregate tendered amount | 197,500,000 | |||||
Loss from extinguishment of debt | (500,000) | |||||
Unamortized deferred financing costs | 1,700,000 | |||||
Senior Notes [Member] | $500 Million 4.75% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 500,000,000 | $ 500,000,000 | ||||
Stated interest rate (as a percent) | 4.75% | 4.75% | ||||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | |||
Stated interest rate (as a percent) | 4.75% | 4.75% | 4.75% | |||
Redemption price (as a percent) | 100.00% | |||||
Redemption date | Oct. 15, 2022 | |||||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price (as a percent) | 103.563% | |||||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price (as a percent) | 102.375% |
Debt - $400 Million 5% Senior N
Debt - $400 Million 5% Senior Notes (Details) - Senior Notes [Member] - $400 Million 5% Senior Notes [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Apr. 15, 2015 | |
Debt Instrument [Line Items] | ||
Face amount | $ 400,000,000 | $ 400,000,000 |
Stated interest rate (as a percent) | 5.00% | 5.00% |
Debt instrument, maturity date | Apr. 15, 2023 | |
Debt instrument, frequency of periodic payment | semi-annually | |
2024 | ||
Debt Instrument [Line Items] | ||
Redemption price (as a percent) | 101.25% | |
Redemption date | Apr. 15, 2020 | |
2025 | ||
Debt Instrument [Line Items] | ||
Redemption price (as a percent) | 100.00% | |
Redemption date | Apr. 15, 2021 |
Debt - $700 Million 4.75% Senio
Debt - $700 Million 4.75% Senior Notes (Details) - Senior Notes [Member] - USD ($) | 1 Months Ended | |||
Oct. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Apr. 03, 2013 | |
$350 Million 5% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | |
Stated interest rate (as a percent) | 5.00% | 5.00% | 5.00% | |
$200 Million 4.75% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 200,000,000 | |||
Stated interest rate (as a percent) | 4.75% | |||
Net proceeds | $ 199,000,000 | |||
Issue price percentage | 101.25% | |||
$500 Million 4.75% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 500,000,000 | $ 500,000,000 | ||
Stated interest rate (as a percent) | 4.75% | 4.75% | ||
Net proceeds | $ 493,000,000 | |||
$700 Million 4.75% Senior Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | |
Stated interest rate (as a percent) | 4.75% | 4.75% | 4.75% | |
Redemption date | Oct. 15, 2022 | |||
Redemption price (as a percent) | 100.00% | |||
$700 Million 4.75% Senior Note [Member] | 2022 | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 103.563% | |||
$700 Million 4.75% Senior Note [Member] | 2023 | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 102.375% | |||
$700 Million 4.75% Senior Note [Member] | 2024 | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 101.188% | |||
$700 Million 4.75% Senior Note [Member] | 2025 | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 100.00% |
Debt - $800 Million Term Loan (
Debt - $800 Million Term Loan (Gaylord Rockies JV (Details) | Jul. 02, 2019USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Write-off of deferred financing costs | $ 281,000 | $ 3,079,000 | $ 1,956,000 | |
Gaylord Rockies [Member] | ||||
Debt Instrument [Line Items] | ||||
Distribution from consolidated joint venture | 95,000,000 | |||
Distribution received | 153,000,000 | |||
$800M Term Loan (Gaylord Rockies JV) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Jul. 2, 2023 | |||
Number Of Options | item | 3 | |||
Extended term | 1 year | |||
$800M Term Loan (Gaylord Rockies JV) [Member] | Interest rate swaps | ||||
Debt Instrument [Line Items] | ||||
Interest rate swap period | 3 years | |||
$800M Term Loan (Gaylord Rockies JV) [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 2.50% | |||
Interest rate (as a percent) | 1.65% | |||
$800M Term Loan (Gaylord Rockies JV) [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 800,000,000 | 800,000,000 | ||
Write-off of deferred financing costs | $ 100,000 | |||
$800M Term Loan (Gaylord Rockies JV) [Member] | Gaylord Rockies [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of guarantee repayment of principal debt | 10.00% | |||
$39M Mezzanine Loan (Gaylord Rockies JV) [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 39,000,000 | 39,000,000 | ||
$500M Construction Loan (Gaylord Rockies JV) and $39M Mezzanine Loan (Gaylord Rockies JV) [Member] | ||||
Debt Instrument [Line Items] | ||||
Write-off of deferred financing costs | $ 1,100,000 | |||
$80M Additional Facility Gaylord Rockies J V [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 80,000,000 |
Debt - $500 Million Constructio
Debt - $500 Million Construction Loan (Gaylord Rockies JV (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jul. 02, 2019 |
$500M Construction Loan (Gaylord Rockies JV) [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 500 | $ 500 |
Debt - $39 Million Mezzanine Lo
Debt - $39 Million Mezzanine Loan (Gaylord Rockies JV) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jul. 02, 2019 |
$39M Mezzanine Loan (Gaylord Rockies JV) [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 39 | $ 39 |
Debt - Derivative Financial Ins
Debt - Derivative Financial Instruments (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 02, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | $ (39,958,000) | $ 3,539,000 | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | (10,505,000) | 1,905,000 | ||
Interest expense | 115,783,000 | 131,620,000 | $ 74,961,000 | |
Derivatives in Cash Flow Hedging | Interest Expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Estimated reclassification from AOCI to interest expenses | (16,000,000) | |||
Amount of Gain (Loss) Recognized in OCI on Derivative | (39,958,000) | 3,539,000 | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | (10,505,000) | 1,905,000 | ||
Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Fair value of derivative liability | 29,400,000 | |||
Termination value in case of breach of provisions | 29,400,000 | |||
Interest rate swaps | Derivatives in Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Estimated Fair Value Asset (Liability) Balance | $ (27,819,000) | 1,634,000 | ||
Gaylord Rockies [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, maturity date | Aug. 1, 2022 | |||
Gaylord Rockies [Member] | Interest rate swaps | Derivatives in Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Strike rate | 1.65% | |||
Notional amount | $ 800,000,000 | |||
Estimated Fair Value Asset (Liability) Balance | $ (18,979,000) | (2,174,000) | ||
Term Loan B | Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, maturity date | May 11, 2023 | |||
Term Loan B | Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, maturity date | May 11, 2023 | |||
Term Loan B | Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, maturity date | May 11, 2023 | |||
Term Loan B | Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, maturity date | May 11, 2023 | |||
Term Loan B | Interest rate swaps | Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Strike rate | 1.2235% | |||
Notional amount | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | $ (2,206,000) | 959,000 | ||
Term Loan B | Interest rate swaps | Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Strike rate | 1.2235% | |||
Notional amount | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | $ (2,206,000) | 959,000 | ||
Term Loan B | Interest rate swaps | Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Strike rate | 1.2235% | |||
Notional amount | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | $ (2,206,000) | 956,000 | ||
Term Loan B | Interest rate swaps | Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Strike rate | 1.2315% | |||
Notional amount | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | (2,222,000) | $ 934,000 | ||
$500 Million Term Loan B [Member] | Secured Debt [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Face amount | 500,000,000 | |||
$800M Term Loan (Gaylord Rockies JV) [Member] | Secured Debt [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Face amount | $ 800,000,000 | $ 800,000,000 |
Deferred Management Rights Pr_2
Deferred Management Rights Proceeds (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Oct. 01, 2012 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | |||
Sales price of management rights and intellectual property | $ 210 | ||
Purchase price allocated to the management rights | $ 190 | ||
Term of management rights for income amortization | 65 years | ||
Gaylord Rockies [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Sales price of management rights and intellectual property | $ 4.9 | ||
Term of management rights for income amortization | 70 years |
Leases (Details)
Leases (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)a | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Ole Red [Member] | Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of lease | 5 years | ||
Operating lease, renewal term | 5 years | ||
Ole Red [Member] | Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of lease | 10 years | ||
Operating lease, renewal term | 55 years | ||
Land in Osceola County, Florida [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Area of leased property | a | 65.3 | ||
Lease expiration year | 2074 | ||
Expiration date of lease under extension | Jan. 31, 2101 | ||
Contingent rental expense | $ | $ 0.7 | $ 2.5 | $ 2.2 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases | |||
Operating lease cost | $ 12,016 | $ 13,877 | |
Finance lease cost: | |||
Amortization of right-of-use assets | 149 | 157 | |
Interest on lease liabilities | 48 | 63 | |
Net lease cost | $ 12,213 | $ 14,097 | |
Lease expense for operating leases | $ 14,300 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Operating Lease Liabilities, Payments Due [Abstract] | |||
Year 1 | $ 6,232 | ||
Year 2 | 6,011 | ||
Year 3 | 6,039 | ||
Year 4 | 5,844 | ||
Year 5 | 5,956 | ||
Years thereafter | 568,311 | ||
Total future minimum lease payments | 598,393 | ||
Less amount representing interest | (490,824) | ||
Total present value of minimum payments | 107,569 | $ 106,331 | $ 100,900 |
Finance Lease Liabilities, Payments, Due [Abstract] | |||
Year 1 | 260 | ||
Year 2 | 234 | ||
Year 3 | 199 | ||
Year 4 | 46 | ||
Year 5 | 46 | ||
Years thereafter | 567 | ||
Total future minimum lease payments | 1,352 | ||
Less amount representing interest | (257) | ||
Total present value of minimum payments | $ 1,095 | $ 1,308 |
Leases - Discount Rate (Details
Leases - Discount Rate (Details) | Dec. 31, 2020 |
Weighted-average remaining lease term (years): | |
Operating leases | 50 years 2 months 12 days |
Finance leases | 10 years 1 month 6 days |
Operating leases | 6.90% |
Finance leases | 4.00% |
Stock Plans - Common Stock Avai
Stock Plans - Common Stock Available for Issuance (Details) shares in Millions | Dec. 31, 2020shares |
Stock Plans | |
Maximum grant of stock options, restricted stock, and restricted stock units to directors and employees | 1.2 |
Stock Plans - Restricted Stock
Stock Plans - Restricted Stock Units - Vesting (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period from the date of grant for restricted stock awards granted | 1 year |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period from the date of grant for restricted stock awards granted | 1 year |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period from the date of grant for restricted stock awards granted | 4 years |
Stock Plans - Restricted Stoc_2
Stock Plans - Restricted Stock Units - Weighted-Average Grant Date Fair Value of Units Granted (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Restricted stock award granted by Company (in shares) | 162,942 | ||
Weighted-average grant-date fair value of restricted stock awards granted (in dollars per share) | $ 84.26 | $ 89.29 | $ 71.74 |
Restricted stock award, outstanding (in shares) | 359,903 | 349,358 |
Stock Plans - Restricted Stoc_3
Stock Plans - Restricted Stock Units - Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested shares, beginning balance (in shares) | 349,358 | ||
Granted (in shares) | 162,942 | ||
Vested (in shares) | (130,623) | ||
Canceled (in shares) | (21,774) | ||
Nonvested shares, ending balance (in shares) | 359,903 | 349,358 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested shares, weighted-average grant-date fair value (in dollars per share) | $ 73.47 | ||
Granted (in dollars per share) | 84.26 | $ 89.29 | $ 71.74 |
Vested (in dollars per share) | 69.47 | ||
Canceled (in dollars per share) | 86.80 | ||
Nonvested shares, weighted-average grant-date fair value (in dollars per share) | $ 78.41 | $ 73.47 |
Stock Plans - Restricted Stoc_4
Stock Plans - Restricted Stock Units - Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Fair value of restricted stock awards vested | $ 4.9 | $ 12.7 | $ 11.7 |
Stock Plans - Restricted Stoc_5
Stock Plans - Restricted Stock Units - Unrecognized Compensation Cost (Details) - Restricted Stock Units (RSUs) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract] | |
Unrecognized compensation cost | $ 15.5 |
Weighted-average period to recognize compensation cost | 2 years 3 months 18 days |
Stock Plans - Compensation Expe
Stock Plans - Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Plans | |||
Compensation cost on stock-based compensation plans | $ 8.7 | $ 7.8 | $ 7.7 |
Stock Plans - Income Tax Benefi
Stock Plans - Income Tax Benefit (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||
Tax benefit recognized from all stock-based employee compensation plans | $ 2.1 | $ 1.8 | $ 1.7 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Plans | |||
Employee service share-based compensation tax benefit realized from share-based compensation plans | $ 0.7 | $ 1.5 | $ 1 |
Pension Plans - Qualified Plan
Pension Plans - Qualified Plan - General Information (Details) - Pension Plan [Member] - Qualified Plan [Member] | 12 Months Ended |
Dec. 31, 2020age | |
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 |
Retirement age for benefit payments, earliest age allowed contingent of minimum service requirement | 55 |
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 |
Defined benefit plan, funding status | us-gaap:UnderfundedPlanMember |
Pension Plans - Qualified Pla_2
Pension Plans - Qualified Plan - Net Settlement Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Pension Plan [Member] | Qualified Plan [Member] | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement and Curtailment [Abstract] | |||
Net settlement loss | $ 1,740 | $ 1,904 | $ 1,559 |
Pension Plans - Qualified Pla_3
Pension Plans - Qualified Plan - Change in Benefit Obligation (Details) - Pension Plan [Member] - Qualified Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | $ 82,518 | $ 77,847 | |
Interest cost | 1,969 | 2,713 | $ 2,829 |
Actuarial (gain) loss | 8,568 | 8,436 | |
Benefits paid | (6,307) | (6,478) | |
Benefit obligation at end of year | $ 86,748 | $ 82,518 | $ 77,847 |
Pension Plans - Qualified Pla_4
Pension Plans - Qualified Plan - Change in Plan Assets (Details) - Pension Plan [Member] - Qualified Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at beginning of year | $ 66,000 | $ 59,653 |
Actual return on plan assets | 9,801 | 11,346 |
Employer contributions | 1,727 | 1,479 |
Benefits paid | (6,307) | (6,478) |
Fair value of plan assets at end of year | 71,221 | 66,000 |
Funded status and accrued pension cost | $ (15,527) | $ (16,518) |
Pension Plans - Qualified Pla_5
Pension Plans - Qualified Plan - Net Periodic Pension Expense (Details) - Pension Plan [Member] - Qualified Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||
Interest cost | $ 1,969 | $ 2,713 | $ 2,829 |
Expected return on plan assets | (4,101) | (3,849) | (4,363) |
Recognized net actuarial loss | 1,004 | 970 | 750 |
Net settlement loss | 1,740 | 1,904 | 1,559 |
Total net periodic benefit expense (income) | $ 612 | $ 1,738 | $ 775 |
Pension Plans - Qualified Pla_6
Pension Plans - Qualified Plan - Weighted-Average Assumptions Used to Determine Benefit Obligation (Details) - Pension Plan [Member] - Qualified Plan [Member] | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate (as a percent) | 1.95% | 2.85% | 3.95% |
Rate of compensation increase (as a percent) | 0.00% | 0.00% | 0.00% |
Pension Plans - Qualified Pla_7
Pension Plans - Qualified Plan - Weighted-Average Assumptions Used in Determining Net Periodic Pension Expense (Details) - Pension Plan [Member] - Qualified Plan [Member] | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate (as a percent) | 2.40% | 3.51% | 3.47% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
Expected long-term rate of return on plan assets | 6.50% | 6.50% | 6.50% |
Pension Plans - Qualified Pla_8
Pension Plans - Qualified Plan - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Pension and Postretirement Benefits Other Than Pension Plans | |
Minimum time period for expected rate of return | 10 years |
Maximum time period for expected rate of return | 20 years |
Pension Plans - Qualified Pla_9
Pension Plans - Qualified Plan - Allocation of Defined Benefit Pension Plans Assets (Details) - Pension Plan [Member] - Qualified Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan, Information about Plan Assets [Abstract] | |||
Plan assets | $ 71,221 | $ 66,000 | $ 59,653 |
Defined Benefit Plan, Cash [Member] | |||
Defined Benefit Plan, Information about Plan Assets [Abstract] | |||
Plan assets | 2,457 | 43 | |
Mutual Funds [Member] | |||
Defined Benefit Plan, Information about Plan Assets [Abstract] | |||
Plan assets | $ 68,764 | $ 65,957 |
Pension Plans - Qualified Pl_10
Pension Plans - Qualified Plan - Expected Future Contributions (Details) $ in Millions | Dec. 31, 2020USD ($) |
Pension Plan [Member] | Qualified Plan [Member] | |
Defined Benefit Plan, Expected Future Employer Contributions [Abstract] | |
Expected contribution to defined benefit plan | $ 0.9 |
Pension Plans - Qualified Pl_11
Pension Plans - Qualified Plan - Expected Future Benefit Payments (Details) - Pension Plan [Member] - Qualified Plan [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2021 | $ 7,518 |
2022 | 5,778 |
2023 | 4,827 |
2024 | 4,837 |
2025 | 6,559 |
2026 - 2030 | $ 28,698 |
Pension Plans - Non-Qualified P
Pension Plans - Non-Qualified Plans (Details) - Non-Qualified Plan [Member] $ in Millions | Dec. 31, 2020USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, type | us-gaap:PensionPlansDefinedBenefitMember |
Defined benefit plan, funding status | us-gaap:UnfundedPlanMember |
Defined Benefit Plan, Pension Plan with Project Benefit Obligation in Excess of Plan Assets [Abstract] | |
Plan with projected benefit obligation in excess of plan assets, accumulated benefit obligation | $ 15.3 |
Plan with projected benefit obligation in excess of plan assets, projected benefit obligation | $ 15.3 |
Pension Plans - Qualified and N
Pension Plans - Qualified and Non-Qualified Plans - Accrued Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Liability, Defined Benefit Plan [Abstract] | ||
Pension and postretirement benefits liability | $ 32,686 | $ 32,670 |
Pension Plan [Member] | ||
Liability, Defined Benefit Plan [Abstract] | ||
Pension and postretirement benefits liability | $ 30,800 | $ 29,900 |
Pension Plans - Qualified and_2
Pension Plans - Qualified and Non-Qualified Plans - Adjustments to Equity (Details) - Pension Plan [Member] - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | |||
Change in equity as a result of change in deferred net loss | $ (2.3) | $ 2.1 | $ (1.3) |
Change in equity as result of change in deferred net loss taxes | $ 0 | $ 0.5 | $ (0.4) |
Pension Plans - Qualified and_3
Pension Plans - Qualified and Non-Qualified Plans - Amounts Recognized in Other Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax [Abstract] | ||
Unrecognized actuarial losses included in other comprehensive loss, net of tax | $ 2 | $ 2.2 |
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax [Abstract] | ||
Unrecognized actuarial losses included in other comprehensive loss | 3 | 3.1 |
Pension Plan [Member] | ||
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), after Reclassification Adjustment, before Tax [Abstract] | ||
Net gain (loss) recognized in other comprehensive income | (2.3) | 2.1 |
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax [Abstract] | ||
Unrecognized actuarial losses included in other comprehensive loss, net of tax | 30.7 | 28.4 |
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax [Abstract] | ||
Unrecognized actuarial losses included in other comprehensive loss | $ 37.4 | $ 35.2 |
Postretirement Benefits Other_2
Postretirement Benefits Other than Pensions - General Information (Details) - Postretirement Health Coverage [Member] - age | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2001 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, funding status | us-gaap:UnfundedPlanMember | |
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 | |
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 | |
Minimum service period served at the time of retirement under amended plan to avail benefit of post retirement | 10 years |
Postretirement Benefits Other_3
Postretirement Benefits Other than Pensions - Change in Benefit Obligation (Details) - Postretirement Health Coverage [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | $ 2,735 | $ 2,774 | |
Interest cost | 69 | 101 | $ 96 |
Actuarial loss | 144 | 196 | |
Plan amendment | (763) | ||
Benefits paid | (310) | (336) | |
Benefit obligation at end of year | $ 1,875 | $ 2,735 | $ 2,774 |
Postretirement Benefits Other_4
Postretirement Benefits Other than Pensions - Net Periodic Postretirement Benefit (Income) Expense (Details) - Postretirement Health Coverage [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||
Interest cost | $ 69 | $ 101 | $ 96 |
Amortization of net actuarial loss | 245 | 238 | 257 |
Amortization of prior service credit | (1,314) | (1,314) | (1,314) |
Total net periodic benefit expense (income) | $ (1,000) | $ (975) | $ (961) |
Postretirement Benefits Other_5
Postretirement Benefits Other than Pensions - Discount Rate to Determine the Benefit Obligation (Details) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Postretirement Benefit Plan [Member] | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate (as a percent) | 1.70% | 2.70% | 3.83% |
Postretirement Benefits Other_6
Postretirement Benefits Other than Pensions - Discount Rate to Determine the Net Postretirement Benefit Expense (Details) - Other Postretirement Benefit Plan [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate (as a percent) | 2.70% | 3.83% | 3.15% |
Expected contribution to plan in 2019 | $ 0.2 |
Postretirement Benefits Other_7
Postretirement Benefits Other than Pensions - Expected Future Contributions (Details) $ in Millions | Dec. 31, 2020USD ($) |
Other Postretirement Benefit Plan [Member] | |
Defined Benefit Plan, Expected Future Employer Contributions [Abstract] | |
Expected contribution to defined benefit plan | $ 0.2 |
Postretirement Benefits Other_8
Postretirement Benefits Other than Pensions - Expected Future Benefit Payments (Details) - Postretirement Health Coverage [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2021 | $ 191 |
2022 | 178 |
2023 | 165 |
2024 | 153 |
2025 | 141 |
2026 - 2030 | $ 549 |
Postretirement Benefits Other_9
Postretirement Benefits Other than Pensions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized actuarial losses | $ 3 | $ 3.1 | |
Unrecognized actuarial losses, net of tax | 2 | 2.2 | |
Unrecognized prior service credit | 9.2 | 9.8 | |
Unrecognized prior service credit, net of tax | 6.4 | 7 | |
Postretirement Health Coverage [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net gain (loss) recognized in other comprehensive income | 0.1 | (0.2) | $ 0.1 |
Amortization of net loss | 0.2 | 0.2 | 0.3 |
Amortization of prior service credit recognized in other comprehensive income | $ 0.6 | $ 1.3 | $ 1.3 |
Equity - Equity Offering (Detai
Equity - Equity Offering (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Equity | ||
Underwritten public offering | 3.5 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Share price (in dollars per share) | $ 85.60 | |
Other expenses | $ 282,908 |
Equity - Dividends (Details)
Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 23, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Dividend amount for current period (in dollars per share) | $ 0.95 | $ 3.60 | $ 3.40 | |
Aggregated dividend paid | $ 52.2 | $ 188.3 | $ 174.5 | |
Dividends permitted amount per quarter | $ 0.01 | |||
Minimum percentage of adjusted funds from operations as cash dividend (as a percent) | 50.00% | |||
Percentage of REIT taxable income as cash dividend (as a percent) | 100.00% | |||
Conversion of outstanding Operating Partnership Units into the Company's common stock ( in shares) | 1 | |||
Outstanding Operating Partnership Units | 400,000 | |||
Noncontrolling Limited Partners [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Percentage of outstanding Operating Partnership Units held by the noncontrolling limited partners | 1.00% | |||
Ryman Hospitality Properties, Inc [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Percentage of outstanding Operating Partnership Units held by the company | 99.20% | |||
Sixth Amended And Restated Credit Agreement [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Dividends permitted amount per quarter | $ 0.01 |
Equity - Changes in Accumulated
Equity - Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 644,729 | |||
Income tax expense | $ (185) | $ 630 | ||
Net other comprehensive income (loss) | (31,950) | 2,572 | (1,332) | |
Transition adjustment related to adoption | 219,817 | 644,729 | 469,577 | $ 378,156 |
Ending balance | 205,301 | 644,729 | ||
AOCI Attributable to Parent [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (28,159) | (28,024) | (26,692) | |
Gains (losses) arising during period | (42,859) | 4,232 | (2,231) | |
Amounts reclassified from accumulated other comprehensive loss | 10,909 | (1,475) | 269 | |
Income tax expense | (185) | 630 | ||
Net other comprehensive income (loss) | (31,950) | 2,572 | (1,332) | |
Transition adjustment related to adoption | (57,951) | (28,159) | (28,024) | $ (26,692) |
Ending balance | (57,951) | (28,159) | (28,024) | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (23,916) | (21,814) | (20,149) | |
Gains (losses) arising during period | (2,901) | 693 | (2,231) | |
Amounts reclassified from accumulated other comprehensive loss | 194 | 97 | (64) | |
Income tax expense | (185) | 630 | ||
Net other comprehensive income (loss) | (2,707) | 605 | (1,665) | |
Ending balance | (26,623) | (23,916) | (21,814) | |
Accumulated Other-than-Temporary Impairment Attributable to Parent [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (5,877) | (6,210) | (6,543) | |
Amounts reclassified from accumulated other comprehensive loss | 210 | 333 | 333 | |
Net other comprehensive income (loss) | 210 | 333 | 333 | |
Ending balance | (3,509) | (5,877) | (6,210) | |
Interest Rate Derivatives | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 1,634 | |||
Gains (losses) arising during period | (39,958) | 3,539 | ||
Amounts reclassified from accumulated other comprehensive loss | 10,505 | (1,905) | ||
Net other comprehensive income (loss) | (29,453) | 1,634 | ||
Ending balance | (27,819) | 1,634 | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Transition adjustment related to adoption | (3,185) | $ (134) | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | AOCI Attributable to Parent [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Transition adjustment related to adoption | 2,158 | (2,707) | ||
ASU 2018-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | AOCI Attributable to Parent [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Transition adjustment related to adoption | (2,707) | |||
ASU 2018-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Transition adjustment related to adoption | $ (2,707) | |||
ASU 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | AOCI Attributable to Parent [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Transition adjustment related to adoption | 2,158 | |||
ASU 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other-than-Temporary Impairment Attributable to Parent [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Transition adjustment related to adoption | $ 2,158 |
Income Taxes - (Provision) Bene
Income Taxes - (Provision) Benefit for Income Taxes from Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CURRENT: | ||||
Federal | $ (101) | $ (120) | $ (118) | |
State | (457) | (3,941) | (1,437) | |
Total current provision | (558) | (4,061) | (1,555) | |
DEFERRED: | ||||
Federal | (13,565) | (13,715) | (7,271) | |
State | (12,961) | (699) | (2,919) | |
Total deferred (provision) benefit | (26,526) | (14,414) | (10,190) | |
Total (provision) benefit for income taxes | (27,084) | (18,475) | $ (11,745) | |
Valuation allowance | $ 97,700 | $ 12,387 | ||
Valuation allowance | $ 26,700 |
Income Taxes - Tax Rate (Detail
Income Taxes - Tax Rate (Details) | 36 Months Ended |
Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |
Corporate income tax rate (as a percent) | 21.00% |
Income Taxes - Taxability of Ca
Income Taxes - Taxability of Cash Distributions Paid on Common Shares (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | |||
Ordinary income | $ 2.55 | $ 2.67 | |
Capital gains | $ 0.05 | 0.05 | 0.05 |
Return of capital | 1.80 | 0.88 | |
Total | $ 1.85 | $ 3.48 | $ 2.72 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Corporate income tax rate (as a percent) | 21.00% | |||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Statutory federal income tax provision | $ 91,085 | $ (30,822) | $ (58,047) | |
Adjustment for nontaxable income of the REIT | (33,116) | 15,803 | 50,075 | |
Adjustment for noncontrolling interest in consolidated joint venture | (5,010) | (662) | ||
State taxes (net of federal tax benefit) | 5,876 | (4,596) | (4,268) | |
Permanent share-based compensation adjustment | (579) | 1,257 | 821 | |
Other permanent items | (200) | (377) | (46) | |
Other | (479) | 410 | (238) | |
Total (provision) benefit for income taxes | (27,084) | (18,475) | (11,745) | |
Domestic Tax Authority [Member] | ||||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Change in valuation allowance | (65,368) | 556 | 46 | |
State and Local Jurisdiction [Member] | ||||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Change in valuation allowance | $ (19,293) | $ (44) | $ (88) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
DEFERRED TAX ASSETS: | ||
Accounting reserves and accruals | $ 17,545 | $ 15,931 |
Defined benefit plan | 3,924 | 4,194 |
Deferred management rights proceeds | 42,424 | 43,420 |
Federal and State net operating loss carryforwards | 110,869 | 45,794 |
Tax credits and other carryforwards | 1,114 | 499 |
Other assets | 5,022 | 4,605 |
Net deferred tax assets | 25,959 | |
Total deferred tax assets | 180,898 | 114,443 |
Valuation allowance | (97,700) | (12,387) |
Total deferred tax assets, net of valuation allowance | 83,198 | 102,056 |
DEFERRED TAX LIABILITIES: | ||
Property and equipment, net | 70,856 | 61,970 |
Investment in joint ventures | 11,048 | 12,639 |
Intangibles | 1,084 | 717 |
Other liabilities | 875 | 771 |
Total deferred tax liabilities | 83,863 | 76,097 |
Net deferred tax liabilities | $ (665) | |
Deferred income tax assets, net | $ 25,959 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Operating Loss Carryforwards [Line Items] | |
State net operating loss carryforward, deferred tax benefit | $ 29 |
TRS federal net operating loss carryforwards | $ 67.5 |
Percentage of taxable income | 100.00% |
Operating loss carryforwards not subject to expiration | $ 322.5 |
Percentage of taxable income not subject to expiration | 80.00% |
TRS [Member] | |
Operating Loss Carryforwards [Line Items] | |
Federal net operating loss carryforward, deferred tax benefit | $ 81.9 |
REIT [Member] | |
Operating Loss Carryforwards [Line Items] | |
Federal net operating loss carryforward, deferred tax benefit | 0 |
Domestic Tax Authority [Member] | TRS [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 390 |
Domestic Tax Authority [Member] | REIT [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | $ 60.2 |
Domestic Tax Authority [Member] | Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards expire date | Dec. 31, 2033 |
Domestic Tax Authority [Member] | Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards expire date | Dec. 31, 2037 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | $ 678.7 |
State and Local Jurisdiction [Member] | Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards expire date | Dec. 31, 2024 |
State and Local Jurisdiction [Member] | Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards expire date | Dec. 31, 2040 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes | ||
Tax credits and other carryforwards, deferred tax benefit | $ 1,114 | $ 499 |
Income Taxes - Change in Valuat
Income Taxes - Change in Valuation Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation Allowance [Line Items] | ||||
Increase (decrease) in deferred tax asset valuation allowance | $ 26,700 | |||
Domestic Tax Authority [Member] | ||||
Valuation Allowance [Line Items] | ||||
Increase (decrease) in deferred tax asset valuation allowance | $ 65,900 | $ (500) | $ 0 | |
Change in valuation allowance | (65,368) | 556 | 46 | |
State and Local Jurisdiction [Member] | ||||
Valuation Allowance [Line Items] | ||||
Increase (decrease) in deferred tax asset valuation allowance | 19,400 | (1,300) | (400) | |
Change in valuation allowance | $ (19,293) | $ (44) | $ (88) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes | ||
Unrecognized tax benefits | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||
Income tax penalties accrued related to uncertain tax positions | 0 | $ 0 |
Interest on income taxes accrued related to uncertain tax positions | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jul. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | Mar. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | |||||
Operating Partnership Units | 400,000 | ||||
Redemption of Operating Partnership Units into Company's common stock (in shares) | 1 | ||||
Gaylord Rockies [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity interest (as a percent) | 62.10% | 65.00% | 61.20% | 35.00% | |
Capital contribution | $ 5.5 | ||||
Gaylord Rockies [Member] | Put Right Holders [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Capital contribution | $ 2.9 | ||||
Percentage of interest of put right owners | 0.50% | ||||
Gaylord Rockies [Member] | Remaining Put Right Holders [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of interest of put right owners | 2.40% | ||||
Value of warrants or rights exercised | $ 14 | ||||
Operating Partnership Units | 400,000 | ||||
Circle [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity interest (as a percent) | 50.00% | 50.00% | |||
Capital contribution | $ 12.5 | ||||
Circle [Member] | Maximum [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Other Commitment | $ 2.5 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 27,819 | $ 2,174 |
Deferred compensation plan investments | 31,277 | 29,174 |
Total assets measured at fair value | 31,277 | 32,982 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 27,819 | 2,174 |
Total assets measured at fair value | 3,808 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 27,819 | 2,174 |
Total assets measured at fair value | 3,808 | |
Fair Value, Inputs, Level 2 [Member] | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 27,819 | 2,174 |
Total assets measured at fair value | 3,808 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | 31,277 | 29,174 |
Total assets measured at fair value | $ 31,277 | $ 29,174 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Senior Notes [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Sep. 30, 2019 | Apr. 15, 2015 |
$400 Million 5% Senior Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Face amount | $ 400,000,000 | $ 400,000,000 | |||
Stated interest rate (as a percent) | 5.00% | 5.00% | |||
Debt amount | $ 397,699,000 | $ 396,778,000 | |||
Fair value of notes | 403,000,000 | ||||
$700 Million 4.75% Senior Note [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Face amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | ||
Stated interest rate (as a percent) | 4.75% | 4.75% | 4.75% | ||
Debt amount | $ 691,491,000 | $ 690,626,000 | |||
Fair value of notes | $ 726,000,000 |
Financial Reporting By Busine_3
Financial Reporting By Business Segments - General Information (Details) - segment | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||
Number of business segments | 3 | 3 | 3 |
Financial Reporting By Busine_4
Financial Reporting By Business Segments - Internal Financial Reports (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenues | $ 524,475 | $ 1,604,566 | $ 1,275,118 |
Depreciation and amortization | 215,082 | 213,847 | 120,876 |
Preopening costs | (1,665) | (3,122) | (4,869) |
Gain on sale of assets | 1,161 | ||
Credit loss on held-to-maturity securities | (32,784) | ||
Impairment charges | (23,783) | ||
Operating income | (303,831) | 267,531 | 214,269 |
Interest expense | (115,783) | (131,620) | (74,961) |
Interest income | 7,304 | 11,769 | 10,469 |
Loss from extinguishment of debt | (494) | ||
Income (loss) from unconsolidated joint ventures | (6,451) | (1,110) | 125,005 |
Other gains and (losses), net | (14,976) | 693 | 1,633 |
Income (loss) before income taxes | (433,737) | 146,769 | 276,415 |
Gaylord Rockies [Member] | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Income (loss) from unconsolidated joint ventures | 124,400 | ||
Hospitality [Member] | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenues | 466,045 | 1,421,446 | 1,127,903 |
Depreciation and amortization | 198,073 | 201,068 | 108,779 |
Preopening costs | (300) | (1,300) | (2,900) |
Operating income | (204,868) | 263,203 | 247,885 |
Income (loss) from unconsolidated joint ventures | 124,400 | ||
Entertainment [Member] | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenues | 58,430 | 183,120 | 147,215 |
Depreciation and amortization | 14,371 | 11,150 | 10,280 |
Preopening costs | (1,400) | (1,900) | (1,900) |
Operating income | (34,242) | 45,361 | 27,686 |
Income (loss) from unconsolidated joint ventures | 600 | ||
Corporate and Other [Member] | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Depreciation and amortization | 2,638 | 1,629 | 1,817 |
Operating income | (31,433) | (37,911) | (32,650) |
Notes Receivable [Member] | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Interest income | $ 6,200 | $ 10,200 | $ 10,100 |
Financial Reporting By Busine_5
Financial Reporting By Business Segments - Identifiable Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Preopening costs | $ 1,665 | $ 3,122 | $ 4,869 |
Identifiable assets | 3,556,495 | 4,088,468 | |
Hospitality [Member] | |||
Segment Reporting Information [Line Items] | |||
Preopening costs | 300 | 1,300 | 2,900 |
Identifiable assets | 3,279,238 | 3,494,084 | |
Entertainment [Member] | |||
Segment Reporting Information [Line Items] | |||
Preopening costs | 1,400 | 1,900 | $ 1,900 |
Identifiable assets | 185,178 | 181,036 | |
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Identifiable assets | $ 92,079 | $ 413,348 |
Financial Reporting By Busine_6
Financial Reporting By Business Segments - Capital Expenditures for Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Payments to Acquire Property, Plant, and Equipment [Abstract] | |||
Capital expenditures | $ 165,463 | $ 152,541 | $ 188,217 |
Hospitality [Member] | |||
Payments to Acquire Property, Plant, and Equipment [Abstract] | |||
Capital expenditures | 146,654 | 120,899 | 142,738 |
Entertainment [Member] | |||
Payments to Acquire Property, Plant, and Equipment [Abstract] | |||
Capital expenditures | 13,697 | 25,000 | 44,863 |
Corporate and Other [Member] | |||
Payments to Acquire Property, Plant, and Equipment [Abstract] | |||
Capital expenditures | $ 5,112 | $ 6,642 | $ 616 |
Subsequent Events (Details)
Subsequent Events (Details) - Senior Notes [Member] - USD ($) | Feb. 17, 2021 | Feb. 09, 2021 | Oct. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2019 | Apr. 15, 2015 |
$400 Million 5% Senior Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount | $ 400,000,000 | $ 400,000,000 | ||||
Stated interest rate (as a percent) | 5.00% | 5.00% | ||||
$700 Million 4.75% Senior Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | |||
Stated interest rate (as a percent) | 4.75% | 4.75% | 4.75% | |||
Redemption price (as a percent) | 100.00% | |||||
Subsequent event | $400 Million 5% Senior Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount | $ 400,000,000 | $ 400,000,000 | ||||
Stated interest rate (as a percent) | 5.00% | 5.00% | ||||
Redemption price of per thousand | $ 1,005 | |||||
Subsequent event | $600 Million 4.50% Senior Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount | $ 600,000,000 | |||||
Stated interest rate (as a percent) | 4.50% | |||||
Proceeds from Issuance of Debt | $ 591,000,000 | |||||
Subsequent event | $700 Million 4.75% Senior Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount | $ 700,000,000 | |||||
Stated interest rate (as a percent) | 4.75% |
SCHEDULE II VALUATION AND QUA_2
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Credit loss reserve on notes receivable | |||
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS [Line items] | |||
Additions Charged to Expenses/Other Accounts | $ 37,962 | ||
Balance at End of Year | 37,962 | ||
Valuation allowance for deferred tax assets | |||
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS [Line items] | |||
Balance at Beginning of Year | 12,387 | $ 14,210 | $ 14,616 |
Additions Charged to Expenses/Other Accounts | 85,313 | ||
Net (Deductions) Recoveries | (1,823) | (406) | |
Balance at End of Year | $ 97,700 | $ 12,387 | $ 14,210 |
SCHEDULE III Real Estate and _2
SCHEDULE III Real Estate and Accumulated Depreciation - Property Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | $ 182,246 | |||
Initial cost, buildings & improvements | 2,421,813 | |||
Costs capitalized subsequent to acquisition | 1,037,948 | |||
Gross amount, land | 304,436 | |||
Gross amount, buildings & improvements | 3,337,571 | |||
Gross amount, total | 3,642,007 | $ 3,615,025 | $ 3,563,304 | $ 2,570,390 |
Accumulated depreciation | $ 1,140,564 | $ 1,044,689 | $ 949,630 | $ 883,445 |
Minimum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Maximum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
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 subsequent to acquisition | 690,718 | |||
Gross amount, land | 69,613 | |||
Gross amount, buildings & improvements | 708,047 | |||
Gross amount, total | 777,660 | |||
Accumulated depreciation | $ 394,058 | |||
Date of Construction | Jan. 1, 1983 | |||
Gaylord Opryland [Member] | Minimum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Gaylord Opryland [Member] | Maximum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
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 subsequent to acquisition | 75,273 | |||
Gross amount, land | 35,512 | |||
Gross amount, buildings & improvements | 375,986 | |||
Gross amount, total | 411,498 | |||
Accumulated depreciation | $ 186,607 | |||
Date of Construction | Jan. 1, 2002 | |||
Gaylord Palms [Member] | Minimum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Gaylord Palms [Member] | Maximum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
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 subsequent to acquisition | 184,213 | |||
Gross amount, land | 48,554 | |||
Gross amount, buildings & improvements | 544,924 | |||
Gross amount, total | 593,478 | |||
Accumulated depreciation | $ 202,554 | |||
Date of Construction | Jan. 1, 2004 | |||
Gaylord Texan [Member] | Minimum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Gaylord Texan [Member] | Maximum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
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 subsequent to acquisition | 40,237 | |||
Gross amount, land | 47,609 | |||
Gross amount, buildings & improvements | 876,101 | |||
Gross amount, total | 923,710 | |||
Accumulated depreciation | $ 275,329 | |||
Date of Construction | Jan. 1, 2008 | |||
Gaylord National [Member] | Minimum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Gaylord National [Member] | Maximum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Gaylord Rockies [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | $ 53,374 | |||
Initial cost, buildings & improvements | 760,898 | |||
Costs capitalized subsequent to acquisition | 4,170 | |||
Gross amount, land | 55,094 | |||
Gross amount, buildings & improvements | 763,348 | |||
Gross amount, total | 818,442 | |||
Accumulated depreciation | $ 46,189 | |||
Date of Acquisition | Dec. 31, 2018 | |||
Inn at Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | $ 2,675 | |||
Initial cost, buildings & improvements | 7,248 | |||
Costs capitalized subsequent to acquisition | 19,189 | |||
Gross amount, land | 3,028 | |||
Gross amount, buildings & improvements | 26,084 | |||
Gross amount, total | 29,112 | |||
Accumulated depreciation | $ 10,897 | |||
Date of Construction | Jan. 1, 1998 | |||
Inn at Opryland [Member] | Minimum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Inn at Opryland [Member] | Maximum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
AC Hotel [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | $ 9,079 | |||
Initial cost, buildings & improvements | 17,340 | |||
Costs capitalized subsequent to acquisition | 3,776 | |||
Gross amount, land | 9,099 | |||
Gross amount, buildings & improvements | 21,096 | |||
Gross amount, total | 30,195 | |||
Accumulated depreciation | $ 3,212 | |||
Date of Acquisition | Jan. 1, 2014 | |||
AC Hotel [Member] | Minimum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
AC Hotel [Member] | Maximum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Miscellaneous [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | $ 21,290 | |||
Initial cost, buildings & improvements | 16,250 | |||
Costs capitalized subsequent to acquisition | 20,372 | |||
Gross amount, land | 35,927 | |||
Gross amount, buildings & improvements | 21,985 | |||
Gross amount, total | 57,912 | |||
Accumulated depreciation | $ 21,718 | |||
Miscellaneous [Member] | Minimum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Miscellaneous [Member] | Maximum [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years |
SCHEDULE III Real Estate and _3
SCHEDULE III Real Estate and Accumulated Depreciation - Investment in Real Estate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |||
Balance at beginning of year | $ 3,615,025 | $ 3,563,304 | $ 2,570,390 |
Acquisitions | 0 | 0 | 814,765 |
Improvements | 27,911 | 53,373 | 179,787 |
Disposals | (929) | (1,652) | (1,638) |
Balance at end of year | $ 3,642,007 | $ 3,615,025 | $ 3,563,304 |
SCHEDULE III Real Estate and _4
SCHEDULE III Real Estate and Accumulated Depreciation - Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | |||
Balance at beginning of year | $ 1,044,689 | $ 949,630 | $ 883,445 |
Depreciation | 96,263 | 95,415 | 67,652 |
Disposals | (388) | (356) | (1,467) |
Balance at end of year | $ 1,140,564 | $ 1,044,689 | $ 949,630 |
SCHEDULE III Real Estate and _5
SCHEDULE III Real Estate and Accumulated Depreciation - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Jul. 02, 2019 |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Amount outstanding under credit facility | $ 788,000,000 | |
Aggregate cost of properties for federal income tax | 3,100,000,000 | |
$800M Term Loan (Gaylord Rockies JV) [Member] | Secured Debt [Member] | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Face amount | $ 800,000,000 | $ 800,000,000 |
Gaylord Rockies [Member] | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Equity interest (as a percent) | 65.00% |