Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-13079 | |
Entity Registrant Name | RYMAN HOSPITALITY PROPERTIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 73-0664379 | |
Entity Address, Address Line One | One Gaylord Drive | |
Entity Address, City or Town | Nashville | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37214 | |
City Area Code | 615 | |
Local Phone Number | 316-6000 | |
Title of 12(b) Security | Common stock, par value $.01 | |
Trading Symbol | RHP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,066,544 | |
Entity Central Index Key | 0001040829 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS: | ||
Property and equipment, net (including $0 and $932,473 from VIEs, respectively) | $ 3,066,335 | $ 3,117,247 |
Cash and cash equivalents - unrestricted (including $0 and $14,441 from VIEs, respectively) | 53,155 | 56,697 |
Cash and cash equivalents - restricted | 25,348 | 23,057 |
Notes receivable, net | 69,788 | 71,923 |
Trade receivables, net | 73,036 | 20,106 |
Prepaid expenses and other assets (including $0 and $32,966 from VIEs, respectively) | 113,308 | 100,494 |
Intangible assets, net (including $0 and $162,366 from VIEs, respectively) | 136,850 | 166,971 |
Total assets | 3,537,820 | 3,556,495 |
LIABILITIES AND EQUITY: | ||
Debt and finance lease obligations (including $0 and $794,416 from VIEs, respectively) | 2,925,968 | 2,658,008 |
Accounts payable and accrued liabilities (including $0 and $59,573 from VIEs, respectively) | 271,060 | 203,121 |
Dividends payable | 323 | 843 |
Deferred management rights proceeds | 171,393 | 172,724 |
Operating lease liabilities | 110,573 | 107,569 |
Deferred income tax liabilities, net | 6,656 | 665 |
Other liabilities (including $0 and $18,978 from VIEs, respectively) | 78,939 | 92,779 |
Total liabilities | 3,564,912 | 3,235,709 |
Commitments and contingencies | ||
Noncontrolling interest in consolidated joint venture | 100,969 | |
Equity: | ||
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding | ||
Common stock, $.01 par value, 400,000 shares authorized, 55,067 and 54,982 shares issued and outstanding, respectively | 551 | 550 |
Additional paid-in capital | 1,098,669 | 1,192,261 |
Treasury stock of 648 and 648 shares, at cost | (18,467) | (18,467) |
Distributions in excess of retained earnings | (1,083,411) | (911,092) |
Accumulated other comprehensive loss | (36,574) | (57,951) |
Total stockholders' equity (deficit) | (39,232) | 205,301 |
Noncontrolling interest in Operating Partnership | 12,140 | 14,516 |
Total equity (deficit) | (27,092) | 219,817 |
Total liabilities and equity | $ 3,537,820 | $ 3,556,495 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 3,066,335 | $ 3,117,247 |
Cash and cash equivalents - unrestricted | 53,155 | 56,697 |
Cash and cash equivalents - restricted | 25,348 | 23,057 |
Trade receivables, net | 73,036 | 20,106 |
Prepaid expenses and other assets | 113,308 | 100,494 |
Intangible assets | 136,850 | 166,971 |
Debt and finance lease obligations | 2,925,968 | 2,658,008 |
Accounts payable and accrued liabilities | 271,060 | 203,121 |
Other liabilities | $ 78,939 | $ 92,779 |
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) | 55,067,000 | 54,982,000 |
Common stock, shares outstanding (in shares) | 55,067,000 | 54,982,000 |
Treasury Stock, Shares [Abstract] | ||
Treasury stock, shares (in shares) | 648,000 | 648,000 |
Variable Interest Entity [Member] | ||
Assets [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 0 | $ 932,473 |
Cash and cash equivalents - unrestricted | 0 | 14,441 |
Prepaid expenses and other assets | 0 | 32,966 |
Intangible assets | 0 | 162,366 |
Debt and finance lease obligations | 0 | 794,416 |
Accounts payable and accrued liabilities | 0 | 59,573 |
Other liabilities | $ 0 | $ 18,978 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 306,906 | $ 70,249 | $ 561,942 | $ 397,960 |
Operating expenses: | ||||
Total hotel operating expenses | 181,117 | 86,990 | 377,534 | 359,920 |
Entertainment | 33,467 | 17,343 | 77,797 | 60,146 |
Corporate | 10,416 | 7,299 | 26,922 | 22,693 |
Preopening costs | 118 | 96 | 734 | 1,597 |
Gain on sale of assets | (317) | (1,261) | ||
Credit loss on held-to-maturity securities | 7,811 | 32,784 | ||
Depreciation and amortization | 56,093 | 53,876 | 164,081 | 161,232 |
Total operating expenses | 281,211 | 173,415 | 646,751 | 637,111 |
Operating income (loss) | 25,695 | (103,166) | (84,809) | (239,151) |
Interest expense | (32,413) | (28,127) | (93,056) | (87,527) |
Interest income | 1,433 | 1,540 | 4,254 | 5,765 |
Loss on extinguishment of debt | (2,949) | |||
Loss from unconsolidated joint ventures | (2,312) | (1,767) | (5,831) | (5,482) |
Other gains and (losses), net | 53 | 1,729 | 254 | (14,831) |
Loss before income taxes | (7,544) | (129,791) | (182,137) | (341,226) |
Provision for income taxes | (1,063) | (86) | (6,640) | (27,046) |
Net loss | (8,607) | (129,877) | (188,777) | (368,272) |
Net loss attributable to noncontrolling interest in consolidated joint venture | 11,893 | 16,501 | 30,280 | |
Net loss attributable to noncontrolling interest in Operating Partnership | 61 | 325 | 1,290 | 325 |
Net loss available to common stockholders | $ (8,546) | $ (117,659) | $ (170,986) | $ (337,667) |
Basic loss per share available to common stockholders | $ (0.16) | $ (2.14) | $ (3.11) | $ (6.14) |
Diluted loss per share available to common stockholders | $ (0.16) | $ (2.14) | $ (3.11) | $ (6.14) |
Comprehensive loss, net of taxes | $ (4,534) | $ (134,302) | $ (167,400) | $ (411,323) |
Comprehensive loss, net of taxes, available to common stockholders | (4,502) | (123,509) | (150,845) | (373,473) |
Consolidated Joint Venture [Member] | ||||
Operating expenses: | ||||
Comprehensive loss, net of taxes, attributable to noncontrolling interest | 10,793 | 15,419 | 37,850 | |
Operating Partnership [Member] | ||||
Operating expenses: | ||||
Comprehensive loss, net of taxes, attributable to noncontrolling interest | 32 | 1,136 | ||
Rooms [Member] | ||||
Revenues: | ||||
Total revenues | 113,192 | 24,487 | 203,391 | 133,417 |
Operating expenses: | ||||
Total hotel operating expenses | 30,802 | 10,280 | 55,318 | 47,060 |
Food and Beverage [Member] | ||||
Revenues: | ||||
Total revenues | 105,803 | 16,217 | 169,597 | 163,477 |
Operating expenses: | ||||
Total hotel operating expenses | 65,205 | 19,233 | 118,282 | 114,935 |
Hotel, Other [Member] | ||||
Revenues: | ||||
Total revenues | 38,858 | 17,274 | 90,355 | 57,060 |
Operating expenses: | ||||
Total hotel operating expenses | 80,203 | 56,961 | 196,125 | 192,480 |
Management Service [Member] | ||||
Operating expenses: | ||||
Total hotel operating expenses | 4,907 | 516 | 7,809 | 5,445 |
Entertainment Segment [Member] | ||||
Revenues: | ||||
Total revenues | $ 49,053 | $ 12,271 | $ 98,599 | $ 44,006 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (188,777) | $ (368,272) |
Amounts to reconcile net loss to net cash flows provided by (used in) operating activities: | ||
Provision for deferred income taxes | 5,991 | 26,607 |
Depreciation and amortization | 164,081 | 161,232 |
Amortization of deferred financing costs | 6,579 | 5,889 |
Credit loss on held-to-maturity securities | 32,784 | |
Forfeiture of Block 21 earnest deposit | 15,000 | |
Write-off of deferred financing costs | 246 | |
Loss from unconsolidated joint ventures | 5,831 | 5,482 |
Stock-based compensation expense | 8,944 | 6,623 |
Changes in: | ||
Trade receivables | (52,930) | 56,950 |
Accounts payable and accrued liabilities | 73,370 | (57,024) |
Other assets and liabilities | (419) | 2,152 |
Net cash flows provided by (used in) operating activities | 22,670 | (112,331) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (66,162) | (124,581) |
Collection of notes receivable | 844 | 2,985 |
Purchase of additional interest in Gaylord Rockies joint venture, net of cash acquired | (188,000) | |
Investment in other joint ventures | (7,168) | (8,761) |
Other investing activities, net | 5,482 | (1,304) |
Net cash flows used in investing activities | (277,004) | (131,661) |
Cash Flows from Financing Activities: | ||
Net borrowings under revolving credit facility | 74,000 | 35,000 |
Issuance of senior notes | 600,000 | |
Redemption of senior notes | (400,000) | |
Deferred financing costs paid | (10,628) | (1,528) |
Redemption of noncontrolling interest in Operating Partnership | (2,438) | |
Payment of dividends | (502) | (102,325) |
Distribution from consolidated joint venture to noncontrolling interest partners | (992) | |
Payment of tax withholdings for share-based compensation | (3,428) | (1,688) |
Other financing activities, net | (171) | (188) |
Net cash flows provided by (used in) financing activities | 253,083 | (75,471) |
Net change in cash, cash equivalents, and restricted cash | (1,251) | (319,463) |
Cash, cash equivalents, and restricted cash, beginning of period | 79,754 | 420,396 |
Cash, cash equivalents, and restricted cash, end of period | 78,503 | 100,933 |
Term Loan B | ||
Cash Flows from Financing Activities: | ||
Repayments under term loan B | (3,750) | $ (3,750) |
Gaylord Rockies [Member] | ||
Cash Flows from Investing Activities: | ||
Purchase of land adjacent to Gaylord Rockies | $ (22,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet: | ||||
Cash and cash equivalents - unrestricted | $ 53,155 | $ 56,697 | $ 52,162 | |
Cash and cash equivalents - restricted | 25,348 | 23,057 | 48,771 | |
Cash, cash equivalents, and restricted cash, end of period | $ 78,503 | $ 79,754 | $ 100,933 | $ 420,396 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Deficit) And Noncontrolling Interest - USD ($) $ 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 | $ 549 | $ 1,185,168 | $ (17,315) | $ (495,514) | $ (28,159) | $ 644,729 | $ 644,729 | ||||||
Beginning balance at Dec. 31, 2019 | 549 | 1,185,168 | (17,315) | (495,514) | (28,159) | 644,729 | 644,729 | ||||||
Beginning balance at Dec. 31, 2019 | $ 221,511 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (46,516) | (46,516) | (46,516) | ||||||||||
Net loss | (4,220) | ||||||||||||
Adjustment of noncontrolling interest to redemption value | 54,265 | 54,265 | (54,265) | 54,265 | |||||||||
Other comprehensive income (loss), net of income taxes | (37,437) | (37,437) | (37,437) | ||||||||||
Payment of dividends | 147 | (557) | (51,996) | (52,406) | (52,406) | ||||||||
Restricted stock units and stock options surrendered | 1 | (1,660) | (1,659) | (1,659) | |||||||||
Stock-based compensation expense | 2,230 | 2,230 | 2,230 | ||||||||||
Ending balance at Mar. 31, 2020 | 550 | 1,185,885 | (17,872) | $ (5,343) | (545,104) | $ 2,158 | (63,438) | $ (3,185) | 560,021 | $ (3,185) | 560,021 | ||
Ending balance at Mar. 31, 2020 | 163,026 | ||||||||||||
Beginning balance at Dec. 31, 2019 | 549 | 1,185,168 | (17,315) | (495,514) | (28,159) | 644,729 | 644,729 | ||||||
Beginning balance at Dec. 31, 2019 | 221,511 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (337,667) | ||||||||||||
Net loss | (30,280) | ||||||||||||
Net loss | (325) | ||||||||||||
Ending balance at Sep. 30, 2020 | 550 | 1,190,160 | (18,467) | (831,265) | (69,052) | 271,926 | $ 15,147 | 113,163 | 287,073 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Transition adjustment related to adoption | 550 | 1,185,885 | (17,872) | (5,343) | (545,104) | 2,158 | (63,438) | (3,185) | 560,021 | (3,185) | 560,021 | ||
Beginning balance at Mar. 31, 2020 | 550 | 1,185,885 | (17,872) | $ (5,343) | (545,104) | $ 2,158 | (63,438) | $ (3,185) | 560,021 | $ (3,185) | 560,021 | ||
Beginning balance at Mar. 31, 2020 | 163,026 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (173,492) | (173,492) | (173,492) | ||||||||||
Net loss | (14,167) | ||||||||||||
Adjustment of noncontrolling interest to redemption value | 6,174 | 6,174 | (6,174) | 6,174 | |||||||||
Other comprehensive income (loss), net of income taxes | (1,189) | (1,189) | (1,189) | ||||||||||
Distribution from consolidated joint venture | (992) | ||||||||||||
Payment of dividends | (595) | 624 | 29 | 29 | |||||||||
Restricted stock units and stock options surrendered | (29) | (29) | (29) | ||||||||||
Stock-based compensation expense | 2,190 | 2,190 | 2,190 | ||||||||||
Ending balance at Jun. 30, 2020 | 550 | 1,188,046 | (18,467) | (711,798) | (64,627) | 393,704 | 393,704 | ||||||
Ending balance at Jun. 30, 2020 | 141,693 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Transition adjustment related to adoption | 550 | 1,188,046 | (18,467) | (711,798) | (64,627) | 393,704 | 393,704 | ||||||
Net loss | (117,659) | (117,659) | (325) | (117,659) | |||||||||
Net loss | (117,984) | ||||||||||||
Net loss | (11,893) | ||||||||||||
Net loss | (325) | ||||||||||||
Net loss | (11,893) | ||||||||||||
Adjustment of noncontrolling interest to redemption value | (333) | (333) | 333 | (333) | |||||||||
Other comprehensive income (loss), net of income taxes | (4,425) | (4,425) | (4,425) | ||||||||||
Issuance of partnership units in Operating Partnership | 15,472 | 15,472 | |||||||||||
Payment of dividends | (13) | 25 | 12 | 12 | |||||||||
Redemption of noncontrolling interest in Operating Partnership | (1,500) | (1,500) | (16,970) | (1,500) | |||||||||
Restricted stock units and stock options surrendered | (76) | (76) | (76) | ||||||||||
Stock-based compensation expense | 2,203 | 2,203 | 2,203 | ||||||||||
Ending balance at Sep. 30, 2020 | 550 | 1,190,160 | (18,467) | (831,265) | (69,052) | 271,926 | 15,147 | 113,163 | 287,073 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Transition adjustment related to adoption | 550 | 1,190,160 | (18,467) | (831,265) | (69,052) | 271,926 | 15,147 | 113,163 | 287,073 | ||||
Transition adjustment related to adoption | 550 | 1,192,261 | (18,467) | (911,092) | (57,951) | 205,301 | 14,516 | 219,817 | |||||
Beginning balance at Dec. 31, 2020 | 550 | 1,192,261 | (18,467) | (911,092) | (57,951) | 205,301 | 14,516 | 219,817 | |||||
Beginning balance at Dec. 31, 2020 | 100,969 | 100,969 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (104,521) | (104,521) | (807) | ||||||||||
Net loss | (105,328) | ||||||||||||
Net loss | (11,793) | ||||||||||||
Other comprehensive income (loss), net of income taxes | 6,100 | 6,100 | 6,100 | ||||||||||
Redemption of noncontrolling interest in Operating Partnership | (1,352) | (1,352) | (1,086) | (2,438) | |||||||||
Contribution to consolidated joint venture | 4,425 | ||||||||||||
Restricted stock units and stock options surrendered | (3,357) | 12 | (3,345) | (3,345) | |||||||||
Stock-based compensation expense | 2,522 | 2,522 | 2,522 | ||||||||||
Ending balance at Mar. 31, 2021 | 550 | 1,191,426 | (18,467) | (1,016,953) | (51,851) | 104,705 | 12,623 | 117,328 | |||||
Ending balance at Mar. 31, 2021 | 93,601 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 550 | 1,192,261 | (18,467) | (911,092) | (57,951) | 205,301 | 14,516 | 219,817 | |||||
Beginning balance at Dec. 31, 2020 | 100,969 | 100,969 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (170,986) | ||||||||||||
Net loss | (16,501) | ||||||||||||
Net loss | (1,290) | ||||||||||||
Ending balance at Sep. 30, 2021 | 551 | 1,098,669 | (18,467) | (1,083,411) | (36,574) | (39,232) | 12,140 | (27,092) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Transition adjustment related to adoption | 550 | 1,191,426 | (18,467) | (1,016,953) | (51,851) | 104,705 | 12,623 | 117,328 | |||||
Beginning balance at Mar. 31, 2021 | 550 | 1,191,426 | (18,467) | (1,016,953) | (51,851) | 104,705 | 12,623 | 117,328 | |||||
Beginning balance at Mar. 31, 2021 | 93,601 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (57,919) | (57,919) | (422) | ||||||||||
Net loss | (58,341) | ||||||||||||
Net loss | (4,708) | ||||||||||||
Other comprehensive income (loss), net of income taxes | 11,204 | 11,204 | 11,204 | ||||||||||
Purchase of remaining ownership interest in consolidated joint venture | 99,107 | 99,107 | $ 88,893 | 99,107 | |||||||||
Restricted stock units and stock options surrendered | 1 | (50) | (49) | (49) | |||||||||
Stock-based compensation expense | 3,146 | 3,146 | 3,146 | ||||||||||
Ending balance at Jun. 30, 2021 | 551 | 1,095,415 | (18,467) | (1,074,872) | (40,647) | (38,020) | 12,201 | (25,819) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Transition adjustment related to adoption | 551 | 1,095,415 | (18,467) | (1,074,872) | (40,647) | (38,020) | 12,201 | (25,819) | |||||
Net loss | (8,546) | (8,546) | (61) | (8,546) | |||||||||
Net loss | (8,607) | ||||||||||||
Net loss | (61) | ||||||||||||
Other comprehensive income (loss), net of income taxes | 4,073 | 4,073 | 4,073 | ||||||||||
Restricted stock units and stock options surrendered | (22) | 7 | (15) | (15) | |||||||||
Stock-based compensation expense | 3,276 | 3,276 | 3,276 | ||||||||||
Ending balance at Sep. 30, 2021 | 551 | 1,098,669 | (18,467) | (1,083,411) | (36,574) | (39,232) | 12,140 | (27,092) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Transition adjustment related to adoption | $ 551 | $ 1,098,669 | $ (18,467) | $ (1,083,411) | $ (36,574) | $ (39,232) | $ 12,140 | $ (27,092) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity And Noncontrolling Interest (Parenthetical) | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Statement of Stockholders' Equity And Noncontrolling Interest [Abstract] | |
Dividend amount for current period (in dollars per share) | $ 0.95 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Description of the Business and Summary of Significant Accounting Policies | |
Basis of Presentation | 1. BASIS OF PRESENTATION: On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a real estate investment trust (“REIT”) for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), 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 prior to May 2021 was owned by a joint venture (the “Gaylord Rockies joint venture”) in which the Company owned 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. In April 2021, the Company entered into an agreement with RIDA Development Corporation to acquire the remaining 35% ownership interest in the Gaylord Rockies joint venture not previously owned by the Company for $188.0 million and approximately 130 acres of undeveloped, adjacent land for $22.0 million in cash (the “JV Purchase”). The JV Purchase closed in May 2021 and was funded through cash on hand and borrowings under the Company’s $700 million revolving credit facility. As discussed below, the Company consolidated the Gaylord Rockies joint venture both before and after the purchase in the accompanying condensed consolidated financial statements. As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, management concluded that the Company was the primary beneficiary of the Gaylord Rockies joint venture, which was a variable interest entity (“VIE”). As such, the Company consolidated the assets, liabilities and results of operations of the Gaylord Rockies joint venture in the accompanying condensed consolidated financial statements. The portion of the Gaylord Rockies joint venture that the Company did not previously own was recorded as noncontrolling interest in consolidated joint venture in the accompanying condensed consolidated balance sheet, and any previous adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statements of equity. As the Gaylord Rockies joint venture is now wholly-owned by the Company, it is no longer considered as a VIE. The Company also owns a number of media and entertainment assets, including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, and the General Jackson Showboat. The Company also owns a 50% interest in a joint venture to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”), which launched its broadcast network on January 1, 2020. See Note 13, “Commitments and Contingencies” to the condensed consolidated financial statements included herein for further disclosure. The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations. The Company principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality, Entertainment, and Corporate and Other. Impact of COVID-19 Pandemic The novel coronavirus disease (COVID-19) pandemic has spread throughout the United States and continues to have 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 the Company’s assets are now open and operating, 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 reopened July 1, 2021. 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, in September 2020, they reopened for limited-capacity publicly attended performances, and in May 2021, they reopened for full-capacity publicly attended performances. After the April 2021 reopening of the Wildhorse Saloon, which was closed through March 2021 subsequent to the December 2020 downtown Nashville bombing, all of the Company’s entertainment assets are open. The Company amended its credit facility on April 23, 2020, and again on December 22, 2020, as described in Note 5, “Debt,” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company continues to pay all required debt service payments on its indebtedness, lease payments, taxes and other payables. Beginning in July 2020, Gaylord Rockies was in a cash sweep position pursuant to and as defined in the Gaylord Rockies $800 million term loan agreement, and such cash amounts are included in cash and cash equivalents – restricted in the accompanying condensed consolidated balance sheets. See Note 17, “Subsequent Events,” for further disclosure. At September 30, 2021, the Company had $519.7 million available for borrowing under its revolving credit facility and $53.2 million in unrestricted cash on hand. The Company’s quarterly dividend is currently suspended. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Company’s credit agreement 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 directors’ determinations as to the amount of distributions and timing thereof. With the exception of the Gaylord Palms expansion project and the renovation of the guest rooms at Gaylord National, 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 was completed in April 2021, and the Gaylord National rooms renovation was completed in June 2021. Newly Issued Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Simplifying the Accounting for Income Taxes (Topic 740) In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenues | |
Revenues | 2. REVENUES: Revenues from occupied hotel rooms are recognized over time as the daily hotel stay is provided to hotel groups and guests. Revenues from concessions, food and beverage sales, and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the hotel group or guest. Revenues from ancillary services at the Company’s hotels, such as spa, parking, and transportation services, are generally recognized at the time the goods or services are provided. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are generally recognized as revenue in the period the Company determines it is probable that a significant reversal in the amount of revenue recognized will not occur, which is typically the period these fees are collected. The Company generally recognizes revenues from the Entertainment segment at the point in time that services are provided or goods are delivered or shipped to the customer, as applicable. Entertainment segment revenues from licenses of content are recognized at the point in time the content is delivered to the licensee and the licensee can use and benefit from the content. Revenue related to content provided to Circle is eliminated for the portion of Circle that the Company owns. Almost all of the Company’s revenues are either cash-based or, for meeting and convention groups who meet the Company’s credit criteria, billed and collected on a short-term receivables basis. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase but are not included in revenue. The Company records a liability upon collection of such taxes from the customer and relieves the liability when payments are remitted to the applicable governmental agency. The Company’s revenues disaggregated by major source are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Hotel group rooms $ 58,358 $ 2,747 $ 82,949 $ 85,611 Hotel transient rooms 54,834 21,740 120,442 47,806 Hotel food and beverage - banquets 61,669 3,653 83,889 111,904 Hotel food and beverage - outlets 44,134 12,564 85,708 51,573 Hotel other 38,858 17,274 90,355 57,060 Entertainment admissions/ticketing 21,207 1,689 37,022 12,456 Entertainment food and beverage 16,513 4,899 33,469 16,425 Entertainment produced content 1,552 886 4,843 3,503 Entertainment retail and other 9,781 4,797 23,265 11,622 Total revenues $ 306,906 $ 70,249 $ 561,942 $ 397,960 The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Gaylord Opryland $ 75,483 $ 17,514 $ 142,244 $ 94,961 Gaylord Palms 34,476 7,658 82,295 53,847 Gaylord Texan 56,041 19,651 108,468 81,119 Gaylord National 36,008 133 39,576 50,056 Gaylord Rockies 51,209 11,931 81,517 68,335 AC Hotel 1,846 735 4,110 2,730 Inn at Opryland 2,790 356 5,133 2,906 Total Hospitality segment revenues $ 257,853 $ 57,978 $ 463,343 $ 353,954 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 September 30, 2021 and December 31, 2020, the Company had $118.6 million and $70.4 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, 2020, approximately $12.4 million was recognized in revenue during the nine months ended September 30, 2021. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Income (Loss) Per Share | |
Income (Loss) Per Share | 3. INCOME (LOSS) PER SHARE: The weighted average number of common shares outstanding is calculated as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Weighted average shares outstanding - basic 55,065 54,980 55,040 54,955 Effect of dilutive stock-based compensation — — — — Effect of dilutive put rights — — — — Weighted average shares outstanding - diluted 55,065 54,980 55,040 54,955 For the three months and nine months ended September 30, 2021, the effect of dilutive stock-based compensation was the equivalent of 0.2 million shares of common stock outstanding. For the three months and nine months ended September 30, 2020, the effect of dilutive stock-based compensation was the equivalent of 0.1 million shares of common stock outstanding. Because the Company had a loss available to common stockholders in the three months and nine months ended September 30, 2021 and 2020, these incremental shares were excluded from the computation of dilutive earnings per share as the effect of their inclusion would have been anti-dilutive. As more fully discussed in Note 4, “Investment in Gaylord Rockies Joint Venture,” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, certain affiliates of Ares Management, L.P. each had a put right to require the Company to purchase their joint venture interests in the Gaylord Rockies joint venture in consideration of cash or operating partnership units (“OP Units”) of RHP Hotel Properties, LP (the “Operating Partnership”). These put rights were exercised during 2020 and are excluded from the computation of dilutive earnings per share for the three months and nine months ended September 30, 2020 as the effect of their inclusion would have been anti-dilutive due to the Company’s loss available to common stockholders in that period. The OP Units held by the noncontrolling interest holders have been excluded from the denominator of the diluted loss per share calculation for the three months and nine months ended September 30, 2021 and 2020 as there would be no effect on the calculation of diluted loss per share because the loss attributable to the OP Units held by the noncontrolling interest holders would also be subtracted to derive net loss available to common stockholders. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2021 | |
Equity | |
Accumulated Other Comprehensive Loss | 4. ACCUMULATED OTHER COMPREHENSIVE LOSS: The Company’s balance in accumulated other comprehensive loss is comprised of amounts related to the Company’s minimum pension liability discussed in Note 11, “Pension Plans,” interest rate derivatives designated as cash flow hedges related to the Company’s outstanding debt as discussed in Note 7, “Debt,” and amounts related to an other-than-temporary impairment of a held-to-maturity investment that existed prior to 2020 with respect to the notes receivable discussed in Note 6, “Notes Receivable,” to the condensed consolidated financial statements included herein. Changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2021 and 2020 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2020 $ (26,623) $ (3,509) $ (27,819) $ (57,951) Gains (losses) arising during period 8,324 — (370) 7,954 Amounts reclassified from accumulated other comprehensive loss 966 159 12,298 13,423 Net other comprehensive income 9,290 159 11,928 21,377 Balance, September 30, 2021 $ (17,333) $ (3,350) $ (15,891) $ (36,574) Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2019 $ (23,916) $ (5,877) $ 1,634 $ (28,159) Losses arising during period (11,167) — (39,965) (51,132) Amounts reclassified from accumulated other comprehensive loss 1,444 158 6,479 8,081 Net other comprehensive income (loss) (9,723) 158 (33,486) (43,051) Transition adjustment related to adoption of ASU 2016-13 — 2,158 — 2,158 Balance, September 30, 2020 $ (33,639) $ (3,561) $ (31,852) $ (69,052) |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property and Equipment | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT: Property and equipment, including right-of-use finance lease assets, at September 30, 2021 and December 31, 2020 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands): September 30, December 31, 2021 2020 Land and land improvements $ 378,115 $ 351,618 Buildings 3,599,111 3,462,218 Furniture, fixtures and equipment 982,739 960,666 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 13,260 166,084 4,974,838 4,942,199 Accumulated depreciation and amortization (1,908,503) (1,824,952) Property and equipment, net $ 3,066,335 $ 3,117,247 |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Notes Receivable | |
Notes Receivable | 6. NOTES RECEIVABLE: As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, in connection with the development of Gaylord National, the Company holds two issuances of governmental bonds (“Series A bond” and “Series B bond”) with a total carrying value and approximate fair value of $69.8 million and $71.9 million at September 30, 2021 and December 31, 2020, respectively, net of credit loss reserve of $38.0 million at each of September 30, 2021 and December 31, 2020. The Company receives debt service and principal payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity dates of July 1, 2034 and September 1, 2037, respectively. The Company records interest income over the life of the notes using the effective interest method. The Company has the intent and ability to hold these bonds to maturity. The Company’s quarterly assessment of credit losses considers the estimate of projected tax revenues that will service the bonds over their remaining terms. These tax revenue projections are updated each quarter to reflect updated industry projections as to future anticipated operations of the hotel. As a result of reduced tax revenue projections over the remaining life of the bonds, the Company increased its credit loss reserve by $7.8 million and $32.8 million in the three months and nine months ended September 30, 2020, respectively. As a result of additional credit loss reserves recorded in the year ended December 31, 2020, at September 30, 2021, the Series B bond is fully reserved. The Series A bond is of higher priority than other tranches which fall between the Company’s two issuances. During the three months ended September 30, 2021 and 2020, the Company recorded interest income of $1.4 million and $1.5 million, respectively, on these bonds. During the nine months ended September 30, 2021 and 2020, the Company recorded interest income of $4.1 million and $4.7 million, respectively, on these bonds. The Company received payments of $6.4 million and $8.8 million during the nine months ended September 30, 2021 and 2020, respectively, relating to these bonds. At September 30, 2021 and December 31, 2020, before consideration of the credit loss reserve, the Company had accrued interest receivable related to these bonds of $39.5 million and $40.9 million, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Debt | 7. DEBT: The Company’s debt and finance lease obligations at September 30, 2021 and December 31, 2020 consisted of (in thousands): September 30, December 31, 2021 2020 $700M Revolving Credit Facility, interest at LIBOR plus 2.25%, maturing March 31, 2024 $ 180,000 $ 106,000 $300M Term Loan A, interest at LIBOR plus 2.25%, maturing March 31, 2025 300,000 300,000 $500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024 377,500 381,250 $400M Senior Notes, interest at 5.0%, original maturity April 15, 2023 — 400,000 $600M Senior Notes, interest at 4.50%, maturing February 15, 2029 600,000 — $700M Senior Notes, interest at 4.75%, maturing October 15, 2027 700,000 700,000 $800M Gaylord Rockies Term Loan, interest at LIBOR plus 2.50% 800,000 800,000 Finance lease obligations 925 1,095 Unamortized deferred financing costs (34,414) (32,504) Unamortized premium 1,957 2,167 Total debt $ 2,925,968 $ 2,658,008 Amounts due within one year consist of the amortization payments for the $500 million term loan B of 1.0% of the original principal balance, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. At September 30, 2021, there were no defaults under the covenants related to the Company’s outstanding debt based on the amended terms of the Company’s credit agreement. Tender Offer and Redemption of $400 Million 5% Senior Notes Due 2023 On February 9, 2021, the Company commenced a cash tender offer for any and all outstanding $400 million 5% senior notes due 2023 (the “$400 Million 5% Senior Notes”) at a redemption price of $1,005.00 per $1,000 principal amount. Pursuant to the tender offer, $161.9 million aggregate principal amount of the $400 Million 5% Senior Notes were validly tendered. The Company used a portion of the proceeds from the issuance of the $600 million 4.50% senior notes discussed below to fund the tender offer. In accordance with the indenture governing the $400 Million 5% Senior Notes, subsequent to expiration of the tender offer, in February 2021 the Company gave irrevocable notice of the redemption of all remaining $400 Million 5% Senior Notes not tendered in the tender offer. The redemption and cancellation of the remaining $400 Million 5% Senior Notes was completed on April 15, 2021. The Company used a portion of the proceeds from the issuance of the $600 million 4.50% senior notes discussed below to fund the redemption. As a result of the Company’s purchase of tendered $400 Million 5% Senior Notes and the redemption of all untendered $400 Million 5% Senior Notes, the Company recognized a loss on extinguishment of debt of $2.9 million in the nine months ended September 30, 2021. $600 Million 4.50% Senior Notes Due 2029 On February 17, 2021, the Operating Partnership and RHP Finance Corporation, a Delaware corporation (“ Finco”) completed the private placement of $600.0 million in aggregate principal amount of 4.50% senior notes due 2029 (the “ $600 Million 4.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Company’s credit agreement. The $600 Million 4.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank National Association, as trustee. The $600 Million 4.50% Senior Notes have a maturity date of February 15, 2029 and bear interest at 4.50% per annum, payable semi-annually in cash in arrears on February 15 and August 15 each year, beginning on August 15, 2021. The $600 Million 4.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the Company’s $700 million 4.75% senior notes due 2027, and senior in right of payment to future subordinated indebtedness, if any. The $600 Million 4.50% 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 $600 Million 4.50% 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 $600 Million 4.50% Senior Notes. The net proceeds from the issuance of the $600 Million 4.50% Senior Notes totaled approximately $591 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used a significant portion of these proceeds to tender and redeem the previous $400 Million 5% Senior Notes, as discussed above, and to repay all of the amounts outstanding under the Company’s revolving credit facility. The Company used the remaining net proceeds for general corporate purposes. The $600 Million 4.50% Senior Notes are redeemable before February 15, 2024, in whole or in part, at 100.00% , plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $600 Million 4.50% Senior Notes will be redeemable, in whole or in part, at any time on or after February 15, 2024 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 102.250% , 101.500% , 100.750% , and 100.000% beginning on February 15 of 2024, 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. Interest Rate Derivatives The Company has entered into interest rate swaps to manage interest rate risk associated with the Company’s $500 million term loan B and the Gaylord Rockies $800 million term loan. Each swap has been designated as a cash flow hedge whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. The Company does not use derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges. For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $14.2 million will be reclassified from accumulated other comprehensive loss to interest expense in the next twelve months. The estimated fair value of the Company’s derivative financial instruments at September 30, 2021 and December 31, 2020 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional September 30, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2021 2020 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ (1,399) $ (2,206) Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (1,399) (2,206) Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (1,399) (2,206) Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 $ 87,500 (1,410) (2,222) Gaylord Rockies Term Loan Interest Rate Swap 1.6500% 1-month LIBOR August 1, 2022 $ 800,000 (10,283) (18,979) $ (15,890) $ (27,819) Derivative financial instruments in an asset position are included in prepaid expenses and other assets, and those in a liability position are included in other liabilities in the accompanying condensed consolidated balance sheets. The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands): Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI Reclassified from Accumulated on Derivative Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended September 30, Accumulated OCI September 30, 2021 2020 into Income (Expense) 2021 2020 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ (546) $ 183 Interest expense $ (4,187) $ (3,989) Total derivatives $ (546) $ 183 $ (4,187) $ (3,989) Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI on Reclassified from Accumulated Derivative Location of Gain (Loss) OCI into Income (Expense) Nine Months Ended Reclassified from Nine Months Ended September 30, Accumulated OCI September 30, 2021 2020 into Income (Expense) 2021 2020 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ (370) $ (39,965) Interest expense $ (12,298) $ (6,479) Total derivatives $ (370) $ (39,965) $ (12,298) $ (6,479) Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended September 30, 2021 and 2020 was $32.4 million and $28.1 million, respectively, and for the nine months ended September 30, 2021 and 2020 was $93.1 million and $87.5 million, respectively. At September 30, 2021, 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 $17.1 million. As of September 30, 2021, 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 $17.1 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 | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Management Rights Proceeds | |
Deferred Management Rights Proceeds | 8. DEFERRED MANAGEMENT RIGHTS PROCEEDS: On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord Hotels properties (the “Management Rights”) to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property. The Company allocated $190.0 million of the purchase price to the Management Rights, based on the Company’s estimates of the fair values for the respective components. For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight-line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Leases | 9. LEASES: The Company is a lessee of a 65.3 acre site in Osceola County, Florida on which Gaylord Palms is located, building or land leases for Ole Red Gatlinburg, Ole Red Orlando and Ole Red Tishomingo, various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074 , which may be extended through January 2101 , at the Company’s discretion. The leases for Ole Red locations range from five to ten years , with renewal options ranging from five to fifty-five years , at the Company’s discretion. Extension options are not considered reasonably assured and as a result are not included in the Company’s calculation of its right-of-use assets and lease liabilities. The terms of the Gaylord Palms lease include variable lease payments based upon net revenues at Gaylord Palms and certain other of the Company’s leases include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As the discount rate implicit in the Company’s operating leases is not readily determinable, the Company applies judgments related to the determination of the discount rates used to calculate the lease liability as required by Accounting Standards Codification Topic 842, “ Leases The Company’s lease costs for the three months and nine months ended September 30, 2021 and 2020 are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Operating lease cost $ 3,261 $ 2,929 $ 9,631 $ 9,009 Finance lease cost: Amortization of right-of-use assets 38 38 112 112 Interest on lease liabilities 9 12 30 37 Net lease cost $ 3,308 $ 2,979 $ 9,773 $ 9,158 Future minimum lease payments under non-cancelable leases at September 30, 2021 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 6,326 $ 241 Year 2 6,379 232 Year 3 6,191 60 Year 4 6,126 46 Year 5 6,311 46 Years thereafter 565,067 532 Total future minimum lease payments 596,400 1,157 Less amount representing interest (485,827) (232) Total present value of minimum payments $ 110,573 $ 925 The remaining lease term and discount rate for the Company’s leases are as follows: Weighted-average remaining lease term: Operating leases 49.2 years Finance leases 10.4 years Weighted-average discount rate: Operating leases 6.8 % Finance leases 4.0 % |
Stock Plans
Stock Plans | 9 Months Ended |
Sep. 30, 2021 | |
Stock Plans | |
Stock Plans | 10. STOCK PLANS: During the nine months ended September 30, 2021, the Company granted 0.3 million restricted stock units with a weighted-average grant date fair value of $73.71 per unit. There were 0.5 million and 0.4 million restricted stock units outstanding at September 30, 2021 and December 31, 2020, respectively. Compensation expense for the Company’s stock-based compensation plans was $3.3 million and $2.2 million for the three months ended September 30, 2021 and 2020, respectively, and $8.9 million and $6.6 million for the nine months ended September 30, 2021 and 2020, respectively. |
Pension Plans
Pension Plans | 9 Months Ended |
Sep. 30, 2021 | |
Pension Plans | |
Pension Plans | 11. PENSION PLANS: Net periodic pension expense reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Interest cost $ 534 $ 534 $ 1,484 $ 1,885 Expected return on plan assets (1,103) (962) (3,150) (3,071) Amortization of net actuarial loss 217 340 801 903 Net settlement loss 443 1,343 1,009 1,343 Total net periodic pension expense $ 91 $ 1,255 $ 144 $ 1,060 As a result of increased lump-sum distributions from the Company’s qualified retirement plan during 2021 and 2020, net settlement losses of $1.0 million and $1.3 million, respectively, were recognized in the nine months ended September 30, 2021 and 2020. In addition, the increase in lump-sum distributions required the Company to re-measure its liability under its pension plan as of June 30, 2021. As a result of the re-measurement, as well as an increase in the pension plan’s assumed discount rate from 1.95% at December 31, 2020 to 2.31% at June 30, 2021, the Company recorded a $6.9 million decrease to its liability under the pension plan and a corresponding decrease in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet as of September 30, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Income Taxes | 12. INCOME TAXES: The Company has elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company will continue to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”). For the three months ended September 30, 2021 and 2020, the Company recorded an income tax provision of $1.1 million and $0.1 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded an income tax provision of $6.6 million and $27.0 million, respectively. The income tax provision for the nine months ended September 30, 2021 and 2020 included the recording of a valuation allowance of $3.6 million and $26.7 million, respectively, as further described below. Additionally, in the nine months ended September 30, 2021 and 2020, the Company recorded an income tax provision of $3.0 million and $0.3 million, respectively, inclusive of valuation allowance, related to the current period operations of the Company. Due to the financial statement impact of the COVID-19 pandemic, in connection with the preparation of the condensed consolidated financial statements included herein, the Company reassessed the realizability of net deferred tax assets during 2020, and as a result, the Company included a valuation allowance of $26.7 million in its income tax provision for the nine months ended September 30, 2020 on the net deferred tax assets of its TRSs. The Company recorded an additional valuation allowance related to its deferred tax assets of $3.6 million, which is included in the income tax provision for the nine months ended September 30, 2021. At September 30, 2021 and December 31, 2020, the Company had no unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES: The Company has entered into limited repayment and carry guaranties related to the Gaylord Rockies Loan that, in the aggregate, guarantee repayment of 10% of the principal debt, together with interest and operating expenses, which are to be released once Gaylord Rockies achieves a certain debt service coverage threshold as defined in the Gaylord Rockies Loan. Generally, the Gaylord Rockies Loan is non-recourse to the Company, subject to (i) those limited guaranties, (ii) a completion guaranty in the event a property expansion is pursued, and (iii) customary non-recourse carve-outs. In April 2019, a subsidiary of the Company entered into a joint venture with Gray Television, Inc. to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle, Circle. The Company acquired a 50% equity interest in this joint venture and has made capital contributions of $19.5 million. In addition, the Company intends to contribute up to an additional $1.5 million through December 31, 2021. The Company accounts for its investment in this joint venture under the equity method of accounting. The Company has entered into employment agreements with certain officers, which provide for severance payments upon certain events, including certain terminations in connection with a change of control. The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of matters. It is the opinion of management that such contingencies will not have a material effect on the financial statements of the Company. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity | |
Equity | 14. EQUITY: Dividends Due to the COVID-19 pandemic, the Company has 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 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 directors’ determination as to the amount of distributions and the timing thereof. Noncontrolling Interest in the Operating Partnership The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. At September 30, 2021, 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 condensed consolidated balance sheet. The Company owns, directly or indirectly, the remaining 99.3% of the outstanding OP Units. At-the-Market (“ATM”) Equity Distribution Agreement On May 27, 2021, the Company entered into an ATM equity distribution agreement (the “ATM Agreement”) with a consortium of banks (each a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which the Company may offer and sell to or through the Sales Agents (the “ATM Offering”), from time to time, up to 4.0 million shares (the “Shares”) of the Company’s common stock in such share amounts as the Company may specify by notice to the Sales Agents, in accordance with the terms and conditions set forth in the ATM Agreement. Under the ATM Agreement, the Company will set the parameters for the sale of the Shares, including the number of the Shares to be issued, the time period during which sales are requested to be made, limitation on the number of the Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Each Sales Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares up to the amount specified, and otherwise in accordance with mutually agreed terms between the Sales Agent and the Company. Neither the Company nor any of the Sales Agents are obligated to sell any specific number or dollar amount of Shares under the ATM Agreement. The Sales Agents will be paid a commission of up to 2.0% of the gross sales price from the sale of any Shares. The Company intends to use the net proceeds from any sale of Shares for the repayment of outstanding indebtedness, which may include the repayment of amounts outstanding under the Company’s credit agreement governing the Company’s revolving credit facility. Net proceeds which are not used for the repayment of outstanding indebtedness (to the extent then permitted by the Company’s credit agreement) may be used for general corporate purposes. No shares were issued under the ATM Agreement during the three months and nine months ended September 30, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 15. FAIR VALUE MEASUREMENTS: The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The investments held by the Company in connection with its deferred compensation plan consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1. The Company’s interest rate swaps consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company determines the fair value of these swap contracts based on a widely accepted valuation methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows, using interest rates derived from observable market interest rate curves and volatilities, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, these swap contracts have been classified as Level 2. The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument. The Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, were as follows (in thousands): Markets for Observable Unobservable September 30, Identical Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 30,709 $ 30,709 $ — $ — Total assets measured at fair value $ 30,709 $ 30,709 $ — $ — Variable to fixed interest rate swaps $ 15,890 $ — $ 15,890 $ — Total liabilities measured at fair value $ 15,890 $ — $ 15,890 $ — 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 $ — The remainder of the assets and liabilities held by the Company at September 30, 2021 are not required to be recorded at fair value, and the carrying value of these assets and liabilities approximates fair value, except as described below. The Company has outstanding $600.0 million in aggregate principal amount of $600 million 4.50% senior notes. The carrying value of these notes at September 30, 2021 was $590.3 million, net of unamortized deferred financing costs (“DFCs”). The fair value of these notes, based upon quoted market prices (Level 1), was $607.2 million at September 30, 2021. The Company has outstanding $700.0 million in aggregate principal amount of $700 million 4.75% senior notes. The carrying value of these notes at September 30, 2021 was $692.3 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was $727.9 million at September 30, 2021. |
Financial Reporting By Business
Financial Reporting By Business Segments | 9 Months Ended |
Sep. 30, 2021 | |
Financial Reporting By Business Segments | |
Financial Reporting By Business Segments | 16. FINANCIAL REPORTING BY BUSINESS SEGMENTS: The Company’s operations are organized into three principal business segments: ● Hospitality , which includes 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 equity investment in Circle, and the Company’s Nashville-based attractions; and ● Corporate and Other , which includes the Company’s corporate expenses. The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues: Hospitality $ 257,853 $ 57,978 $ 463,343 $ 353,954 Entertainment 49,053 12,271 98,599 44,006 Corporate and Other — — — — Total $ 306,906 $ 70,249 $ 561,942 $ 397,960 Depreciation and amortization: Hospitality $ 52,020 $ 49,310 $ 151,655 $ 148,667 Entertainment 3,506 3,985 10,728 10,492 Corporate and Other 567 581 1,698 2,073 Total $ 56,093 $ 53,876 $ 164,081 $ 161,232 Operating income (loss): Hospitality $ 24,716 $ (78,322) $ (65,846) $ (154,633) Entertainment 12,080 (9,057) 10,074 (26,632) Corporate and Other (10,983) (7,880) (28,620) (24,766) Preopening costs (1) (118) (96) (734) (1,597) Gain on sale of assets (2) — — 317 1,261 Credit loss on held-to-maturity securities (3) — (7,811) — (32,784) Total operating income (loss) 25,695 (103,166) (84,809) (239,151) Interest expense (32,413) (28,127) (93,056) (87,527) Interest income 1,433 1,540 4,254 5,765 Loss on extinguishment of debt — — (2,949) — Loss from unconsolidated joint ventures (2,312) (1,767) (5,831) (5,482) Other gains and (losses), net 53 1,729 254 (14,831) Loss before income taxes $ (7,544) $ (129,791) $ (182,137) $ (341,226) (1) Preopening costs for the nine months ended September 30, 2021 relate to the Hospitality segment. Preopening costs for the three months ended September 30, 2020 relate to the Hospitality segment. Preopening costs for the nine months ended September 30, 2020 include $0.2 million and $1.4 million for the Hospitality and Entertainment segments, respectively. (2) Gain on sale of assets for the nine months ended September 30, 2021 and 2020 relates to the Hospitality segment. (3) Credit loss on held-to-maturity securities for the three months and nine months ended September 30, 2020 relates to the Hospitality segment. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | 17. SUBSEQUENT EVENTS: In October 2021, the Company entered into an agreement to purchase Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas, for $260 million, which includes the assumption of approximately $138 million of existing mortgage debt. In addition, the Company will receive approximately $11 million of existing cash reserves attributable to the assets. Block 21 is the home of the Austin City Limits Live at The Moody Theater (“ACL Live”), a 2,750-seat entertainment venue that serves as the filming location for the Austin City Limits television series. The Block 21 complex also includes the 251-room W Austin Hotel, the 3TEN at ACL Live club and approximately 53,000 square feet of other Class A commercial space. The acquisition is expected to close near the end of the fourth quarter 2021, subject to customary closing conditions including, but not limited to, consent to the Company’s assumption of the existing mortgage loan by the loan servicer and the consent of the hotel property manager, an affiliate of Marriott, to the Company’s assignment and assumption of the existing hotel management agreement. The Company has the capacity to finance the transaction under its revolving credit facility and may use cash on hand, including from any sales of stock under its ATM program, and will make a determination of funding sources prior to closing. In October 2021, the Company also entered into Amendment No. 4 to the Company’s credit facility, which allows the Company to complete an acquisition during the credit agreement’s restricted period using borrowings under its revolving credit facility, so long as the aggregate amount outstanding under the revolving credit facility is equal to or less than $400.0 million, and an associated assumption of indebtedness, subject to certain conditions. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Description of the Business and Summary of Significant Accounting Policies | |
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. Entertainment segment revenues from licenses of content are recognized at the point in time the content is delivered to the licensee and the licensee can use and benefit from the content. Revenue related to content provided to Circle is eliminated for the portion of Circle that the Company owns. Almost all of the Company’s revenues are either cash-based or, for meeting and convention groups who meet the Company’s credit criteria, billed and collected on a short-term receivables basis. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase but are not included in revenue. The Company records a liability upon collection of such taxes from the customer and relieves the liability when payments are remitted to the applicable governmental agency. |
Deferred Revenue | The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. |
Newly Issued Accounting Standards | Newly Issued Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Simplifying the Accounting for Income Taxes (Topic 740) In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenues | |
Revenues Disaggregated by Major Source | The Company’s revenues disaggregated by major source are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Hotel group rooms $ 58,358 $ 2,747 $ 82,949 $ 85,611 Hotel transient rooms 54,834 21,740 120,442 47,806 Hotel food and beverage - banquets 61,669 3,653 83,889 111,904 Hotel food and beverage - outlets 44,134 12,564 85,708 51,573 Hotel other 38,858 17,274 90,355 57,060 Entertainment admissions/ticketing 21,207 1,689 37,022 12,456 Entertainment food and beverage 16,513 4,899 33,469 16,425 Entertainment produced content 1,552 886 4,843 3,503 Entertainment retail and other 9,781 4,797 23,265 11,622 Total revenues $ 306,906 $ 70,249 $ 561,942 $ 397,960 |
Hospitality Segment Revenues Disaggregated by Location | The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Gaylord Opryland $ 75,483 $ 17,514 $ 142,244 $ 94,961 Gaylord Palms 34,476 7,658 82,295 53,847 Gaylord Texan 56,041 19,651 108,468 81,119 Gaylord National 36,008 133 39,576 50,056 Gaylord Rockies 51,209 11,931 81,517 68,335 AC Hotel 1,846 735 4,110 2,730 Inn at Opryland 2,790 356 5,133 2,906 Total Hospitality segment revenues $ 257,853 $ 57,978 $ 463,343 $ 353,954 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income (Loss) Per Share | |
Weighted Average Number of Common Shares Outstanding | The weighted average number of common shares outstanding is calculated as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Weighted average shares outstanding - basic 55,065 54,980 55,040 54,955 Effect of dilutive stock-based compensation — — — — Effect of dilutive put rights — — — — Weighted average shares outstanding - diluted 55,065 54,980 55,040 54,955 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity | |
Summary of Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2021 and 2020 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2020 $ (26,623) $ (3,509) $ (27,819) $ (57,951) Gains (losses) arising during period 8,324 — (370) 7,954 Amounts reclassified from accumulated other comprehensive loss 966 159 12,298 13,423 Net other comprehensive income 9,290 159 11,928 21,377 Balance, September 30, 2021 $ (17,333) $ (3,350) $ (15,891) $ (36,574) Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2019 $ (23,916) $ (5,877) $ 1,634 $ (28,159) Losses arising during period (11,167) — (39,965) (51,132) Amounts reclassified from accumulated other comprehensive loss 1,444 158 6,479 8,081 Net other comprehensive income (loss) (9,723) 158 (33,486) (43,051) Transition adjustment related to adoption of ASU 2016-13 — 2,158 — 2,158 Balance, September 30, 2020 $ (33,639) $ (3,561) $ (31,852) $ (69,052) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property and Equipment | |
Property and Equipment | Property and equipment, including right-of-use finance lease assets, at September 30, 2021 and December 31, 2020 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands): September 30, December 31, 2021 2020 Land and land improvements $ 378,115 $ 351,618 Buildings 3,599,111 3,462,218 Furniture, fixtures and equipment 982,739 960,666 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 13,260 166,084 4,974,838 4,942,199 Accumulated depreciation and amortization (1,908,503) (1,824,952) Property and equipment, net $ 3,066,335 $ 3,117,247 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Summary of Debt and Finance Lease Obligations | The Company’s debt and finance lease obligations at September 30, 2021 and December 31, 2020 consisted of (in thousands): September 30, December 31, 2021 2020 $700M Revolving Credit Facility, interest at LIBOR plus 2.25%, maturing March 31, 2024 $ 180,000 $ 106,000 $300M Term Loan A, interest at LIBOR plus 2.25%, maturing March 31, 2025 300,000 300,000 $500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024 377,500 381,250 $400M Senior Notes, interest at 5.0%, original maturity April 15, 2023 — 400,000 $600M Senior Notes, interest at 4.50%, maturing February 15, 2029 600,000 — $700M Senior Notes, interest at 4.75%, maturing October 15, 2027 700,000 700,000 $800M Gaylord Rockies Term Loan, interest at LIBOR plus 2.50% 800,000 800,000 Finance lease obligations 925 1,095 Unamortized deferred financing costs (34,414) (32,504) Unamortized premium 1,957 2,167 Total debt $ 2,925,968 $ 2,658,008 |
Schedule of Fair Value of the Company's Derivative Financial Instruments | The estimated fair value of the Company’s derivative financial instruments at September 30, 2021 and December 31, 2020 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional September 30, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2021 2020 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ (1,399) $ (2,206) Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (1,399) (2,206) Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 (1,399) (2,206) Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 $ 87,500 (1,410) (2,222) Gaylord Rockies Term Loan Interest Rate Swap 1.6500% 1-month LIBOR August 1, 2022 $ 800,000 (10,283) (18,979) $ (15,890) $ (27,819) |
Summary of Effect of Derivative Financial Instruments on the Accompanying Consolidated Statements of Operations | The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands): Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI Reclassified from Accumulated on Derivative Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended September 30, Accumulated OCI September 30, 2021 2020 into Income (Expense) 2021 2020 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ (546) $ 183 Interest expense $ (4,187) $ (3,989) Total derivatives $ (546) $ 183 $ (4,187) $ (3,989) Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI on Reclassified from Accumulated Derivative Location of Gain (Loss) OCI into Income (Expense) Nine Months Ended Reclassified from Nine Months Ended September 30, Accumulated OCI September 30, 2021 2020 into Income (Expense) 2021 2020 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ (370) $ (39,965) Interest expense $ (12,298) $ (6,479) Total derivatives $ (370) $ (39,965) $ (12,298) $ (6,479) |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Schedule of Company's Lease Cost | The Company’s lease costs for the three months and nine months ended September 30, 2021 and 2020 are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Operating lease cost $ 3,261 $ 2,929 $ 9,631 $ 9,009 Finance lease cost: Amortization of right-of-use assets 38 38 112 112 Interest on lease liabilities 9 12 30 37 Net lease cost $ 3,308 $ 2,979 $ 9,773 $ 9,158 |
Summary of Maturities of Operating Lease Liabilities | Future minimum lease payments under non-cancelable leases at September 30, 2021 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 6,326 $ 241 Year 2 6,379 232 Year 3 6,191 60 Year 4 6,126 46 Year 5 6,311 46 Years thereafter 565,067 532 Total future minimum lease payments 596,400 1,157 Less amount representing interest (485,827) (232) Total present value of minimum payments $ 110,573 $ 925 |
Summary of Maturities of Finance Lease Liabilities | Operating Finance Leases Leases Year 1 $ 6,326 $ 241 Year 2 6,379 232 Year 3 6,191 60 Year 4 6,126 46 Year 5 6,311 46 Years thereafter 565,067 532 Total future minimum lease payments 596,400 1,157 Less amount representing interest (485,827) (232) Total present value of minimum payments $ 110,573 $ 925 |
Schedule of Remaining Lease Term and Discount Rate of Leases | Weighted-average remaining lease term: Operating leases 49.2 years Finance leases 10.4 years Weighted-average discount rate: Operating leases 6.8 % Finance leases 4.0 % |
Pension Plans (Tables)
Pension Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Pension Plan [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Net Periodic Pension and Postretirement Benefit (Income) Expense | Net periodic pension expense reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Interest cost $ 534 $ 534 $ 1,484 $ 1,885 Expected return on plan assets (1,103) (962) (3,150) (3,071) Amortization of net actuarial loss 217 340 801 903 Net settlement loss 443 1,343 1,009 1,343 Total net periodic pension expense $ 91 $ 1,255 $ 144 $ 1,060 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, were as follows (in thousands): Markets for Observable Unobservable September 30, Identical Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 30,709 $ 30,709 $ — $ — Total assets measured at fair value $ 30,709 $ 30,709 $ — $ — Variable to fixed interest rate swaps $ 15,890 $ — $ 15,890 $ — Total liabilities measured at fair value $ 15,890 $ — $ 15,890 $ — 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 $ — |
Financial Reporting By Busine_2
Financial Reporting By Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Financial Reporting By Business Segments | |
Segments' Internal Financial Reports | The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues: Hospitality $ 257,853 $ 57,978 $ 463,343 $ 353,954 Entertainment 49,053 12,271 98,599 44,006 Corporate and Other — — — — Total $ 306,906 $ 70,249 $ 561,942 $ 397,960 Depreciation and amortization: Hospitality $ 52,020 $ 49,310 $ 151,655 $ 148,667 Entertainment 3,506 3,985 10,728 10,492 Corporate and Other 567 581 1,698 2,073 Total $ 56,093 $ 53,876 $ 164,081 $ 161,232 Operating income (loss): Hospitality $ 24,716 $ (78,322) $ (65,846) $ (154,633) Entertainment 12,080 (9,057) 10,074 (26,632) Corporate and Other (10,983) (7,880) (28,620) (24,766) Preopening costs (1) (118) (96) (734) (1,597) Gain on sale of assets (2) — — 317 1,261 Credit loss on held-to-maturity securities (3) — (7,811) — (32,784) Total operating income (loss) 25,695 (103,166) (84,809) (239,151) Interest expense (32,413) (28,127) (93,056) (87,527) Interest income 1,433 1,540 4,254 5,765 Loss on extinguishment of debt — — (2,949) — Loss from unconsolidated joint ventures (2,312) (1,767) (5,831) (5,482) Other gains and (losses), net 53 1,729 254 (14,831) Loss before income taxes $ (7,544) $ (129,791) $ (182,137) $ (341,226) (1) Preopening costs for the nine months ended September 30, 2021 relate to the Hospitality segment. Preopening costs for the three months ended September 30, 2020 relate to the Hospitality segment. Preopening costs for the nine months ended September 30, 2020 include $0.2 million and $1.4 million for the Hospitality and Entertainment segments, respectively. (2) Gain on sale of assets for the nine months ended September 30, 2021 and 2020 relates to the Hospitality segment. (3) Credit loss on held-to-maturity securities for the three months and nine months ended September 30, 2020 relates to the Hospitality segment. |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Apr. 30, 2021USD ($)a | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Transition adjustment | $ (1,083,411) | $ (911,092) | |
Accumulated other comprehensive loss | (36,574) | $ (57,951) | |
Gaylord Rockies [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest, additional ownership percentage purchased | 35.00% | ||
Ownership percentage | 65.00% | ||
Area of land | a | 130 | ||
Payment to acquire land | $ 22,000 | $ 22,000 | |
Circle [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 50.00% |
Basis of Presentation - Covid 1
Basis of Presentation - Covid 19 (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Apr. 23, 2020 |
Debt Instrument [Line Items] | ||||
Cash and cash equivalents - unrestricted | $ 53,155,000 | $ 56,697,000 | $ 52,162,000 | |
$800M Gaylord Rockies Term Loan [Member] | Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | 800,000,000 | |||
Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | $ 519,700,000 | |||
Sixth Amended And Restated Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Dividends permitted amount per quarter | $ 0.01 |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 306,906 | $ 70,249 | $ 561,942 | $ 397,960 |
Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 113,192 | 24,487 | 203,391 | 133,417 |
Hotel Group Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 58,358 | 2,747 | 82,949 | 85,611 |
Hotel Transient Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 54,834 | 21,740 | 120,442 | 47,806 |
Food and Beverage [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 105,803 | 16,217 | 169,597 | 163,477 |
Hotel Food And Beverage Banquets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 61,669 | 3,653 | 83,889 | 111,904 |
Hotel Food And Beverage Outlets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 44,134 | 12,564 | 85,708 | 51,573 |
Hotel, Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 38,858 | 17,274 | 90,355 | 57,060 |
Entertainment Segment [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 49,053 | 12,271 | 98,599 | 44,006 |
Entertainment Admissions And Ticketing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 21,207 | 1,689 | 37,022 | 12,456 |
Entertainment Food And Beverage [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 16,513 | 4,899 | 33,469 | 16,425 |
Entertainment Produced Content [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,552 | 886 | 4,843 | 3,503 |
Entertainment Retail And Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 9,781 | $ 4,797 | $ 23,265 | $ 11,622 |
Revenues - Hospitality Segment
Revenues - Hospitality Segment Revenues Disaggregated by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 306,906 | $ 70,249 | $ 561,942 | $ 397,960 |
Hospitality [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 257,853 | 57,978 | 463,343 | 353,954 |
Hospitality [Member] | Gaylord Opryland [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 75,483 | 17,514 | 142,244 | 94,961 |
Hospitality [Member] | Gaylord Palms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,476 | 7,658 | 82,295 | 53,847 |
Hospitality [Member] | Gaylord Texan [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 56,041 | 19,651 | 108,468 | 81,119 |
Hospitality [Member] | Gaylord National [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 36,008 | 133 | 39,576 | 50,056 |
Hospitality [Member] | Gaylord Rockies [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 51,209 | 11,931 | 81,517 | 68,335 |
Hospitality [Member] | AC Hotel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,846 | 735 | 4,110 | 2,730 |
Hospitality [Member] | Inn at Opryland [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 2,790 | $ 356 | $ 5,133 | $ 2,906 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenues | $ 118.6 | $ 70.4 |
Change in Contract with Customer, Liability [Abstract] | ||
Revenue recognized | $ 12.4 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Weighted average shares outstanding - basic (in shares) | 55,065 | 54,980 | 55,040 | 54,955 |
Net income available to common stockholders - assuming dilution (in shares) | 55,065 | 54,980 | 55,040 | 54,955 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-based compensation | ||||
INCOME PER SHARE | ||||
Anti-dilutive securities excluded from EPS computation | 0.2 | 0.1 | 0.2 | 0.1 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Summary of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ 205,301 | ||
Transition adjustment | (1,083,411) | $ (911,092) | |
Transition adjustment | (36,574) | $ (57,951) | |
Ending balance | (39,232) | ||
Interest Rate Derivatives [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (27,819) | $ 1,634 | |
Gains (losses) arising during period | (370) | (39,965) | |
Amounts reclassified from accumulated other comprehensive loss | 12,298 | 6,479 | |
Net other comprehensive income (loss) | 11,928 | (33,486) | |
Ending balance | (15,891) | (31,852) | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (26,623) | (23,916) | |
Gains (losses) arising during period | 8,324 | (11,167) | |
Amounts reclassified from accumulated other comprehensive loss | 966 | 1,444 | |
Net other comprehensive income (loss) | 9,290 | (9,723) | |
Ending balance | (17,333) | (33,639) | |
Accumulated Other-than-Temporary Impairment Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (3,509) | (5,877) | |
Amounts reclassified from accumulated other comprehensive loss | 159 | 158 | |
Net other comprehensive income (loss) | 159 | 158 | |
Ending balance | (3,350) | (3,561) | |
Accumulated Other-than-Temporary Impairment Attributable to Parent [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Transition adjustment | 2,158 | ||
AOCI Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (57,951) | (28,159) | |
Gains (losses) arising during period | 7,954 | (51,132) | |
Amounts reclassified from accumulated other comprehensive loss | 13,423 | 8,081 | |
Net other comprehensive income (loss) | 21,377 | (43,051) | |
Ending balance | $ (36,574) | (69,052) | |
AOCI Attributable to Parent [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Transition adjustment | $ 2,158 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Right-of-use finance lease assets | $ 1,613 | $ 1,613 |
Property and equipment, gross | 4,974,838 | 4,942,199 |
Accumulated depreciation | (1,908,503) | (1,824,952) |
Property and equipment, net | 3,066,335 | 3,117,247 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 378,115 | 351,618 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,599,111 | 3,462,218 |
Furniture and Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 982,739 | 960,666 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13,260 | $ 166,084 |
Notes Receivable - General Info
Notes Receivable - General Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Aggregate carrying values | $ 69,788 | $ 71,923 | ||
Transition adjustment | $ (1,083,411) | (911,092) | ||
Credit loss | $ 7,811 | $ 32,784 | ||
Bonds A Series [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Maturity date of notes receivable | Jul. 1, 2034 | |||
Bonds B Series [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Maturity date of notes receivable | Sep. 1, 2037 | |||
Credit loss | $ 7,811 | $ 32,784 | ||
Bonds A and B Series [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Aggregate carrying values | $ 69,800 | $ 71,900 | ||
Credit loss reserve | $ 38,000 |
Notes Receivable - Interest Inc
Notes Receivable - Interest Income and Payment Received (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | $ 1,433 | $ 1,540 | $ 4,254 | $ 5,765 | |
Payment received relating to notes receivables | 844 | 2,985 | |||
Notes Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | 1,400 | $ 1,500 | 4,100 | 4,700 | |
Payment received relating to notes receivables | 6,400 | $ 8,800 | |||
Accrued interest receivable | $ 39,500 | $ 39,500 | $ 40,900 |
Debt - Debt and Capital Lease O
Debt - Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 925 | $ 1,095 |
Unamortized deferred financing costs | 34,414 | 32,504 |
Unamortized premium | 1,957 | 2,167 |
Total debt | 2,925,968 | 2,658,008 |
Line of Credit [Member] | $700 Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit | 180,000 | 106,000 |
Secured Debt [Member] | $300 Million Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | 300,000 | 300,000 |
Secured Debt [Member] | $500 Million Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | 377,500 | 381,250 |
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | 800,000 | 800,000 |
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 400,000 | |
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 600,000 | |
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured debt | $ 700,000 | $ 700,000 |
Debt - Summary of Debt and Capi
Debt - Summary of Debt and Capital Lease Obligations - General Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 17, 2021 | Feb. 09, 2021 | |
Debt Instrument [Line Items] | ||||||
Unamortized deferred financing costs | $ 34,414,000 | $ 32,504,000 | ||||
Unamortized premium | 1,957,000 | 2,167,000 | ||||
$600 Million 4.50% Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | 600,000,000 | |||||
Line of Credit [Member] | $700 Million Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowing | 180,000,000 | 106,000,000 | ||||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 700,000,000 | $ 700,000,000 | ||||
Credit facility, maturity date | Mar. 31, 2024 | |||||
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% | |||||
Secured Debt [Member] | $300 Million Term Loan A [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 300,000,000 | |||||
Credit facility, maturity date | Mar. 31, 2025 | |||||
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% | |||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 500,000,000 | $ 500,000,000 | ||||
Credit facility, maturity date | May 11, 2024 | |||||
Percentage of amortization of original principal balance (as a percent) | 1.00% | 1.00% | ||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Spread rate (as a percent) | 2.00% | |||||
Secured Debt [Member] | $400 Million 5% Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 400,000,000 | |||||
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 800,000,000 | |||||
Debt instrument, maturity date | Jul. 2, 2023 | |||||
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Spread rate (as a percent) | 2.50% | |||||
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% | 5.00% | |||
Debt instrument, maturity date | Apr. 15, 2023 | |||||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 600,000,000 | $ 600,000,000 | ||||
Stated interest rate (as a percent) | 4.50% | 4.50% | ||||
Debt instrument, maturity date | Feb. 15, 2029 | |||||
Long-term debt | $ 590,300,000 | |||||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 700,000,000 | $ 700,000,000 | ||||
Stated interest rate (as a percent) | 4.75% | 4.75% | ||||
Debt instrument, maturity date | Oct. 15, 2027 | |||||
Long-term debt | $ 692,300,000 |
Debt - $400 Million 5% Senior N
Debt - $400 Million 5% Senior Notes (Details) - USD ($) | Feb. 17, 2021 | Feb. 09, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | ||||
Loss from extinguishment of debt | $ (2,949,000) | |||
Write-off of deferred financing costs | $ 246,000 | |||
$600 Million 4.50% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 600,000,000 | |||
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% | 5.00% | |
Redemption price of per thousand | $ 1,005 | |||
Aggregate tendered amount | $ 161,900,000 | |||
Loss from extinguishment of debt | $ (2,900,000) | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 600,000,000 | $ 600,000,000 | ||
Stated interest rate (as a percent) | 4.50% | 4.50% | ||
Redemption price (as a percent) | 100.00% | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | Redemption Period One [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 102.25% | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | Redemption Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 101.50% | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | Redemption Period Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 100.75% | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | Redemption Period Four [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 100.00% |
Debt - $600 Million 4.50% Senio
Debt - $600 Million 4.50% Senior Notes (Details) - USD ($) | Feb. 17, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Feb. 09, 2021 |
$600 Million 4.50% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 600,000,000 | |||
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% | 5.00% | |
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 600,000,000 | $ 600,000,000 | ||
Stated interest rate (as a percent) | 4.50% | 4.50% | ||
Redemption price (as a percent) | 100.00% | |||
Proceeds from Issuance of Debt | $ 591,000,000 | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | Redemption Period One [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 102.25% | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | Redemption Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 101.50% | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | Redemption Period Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 100.75% | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | Redemption Period Four [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 100.00% | |||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 700,000,000 | $ 700,000,000 | ||
Stated interest rate (as a percent) | 4.75% | 4.75% |
Debt - Derivative Financial Ins
Debt - Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Interest expense | $ 32,413,000 | $ 28,127,000 | $ 93,056,000 | $ 87,527,000 | |
Derivatives in Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Recognized in OCI on Derivative | (546,000) | 183,000 | (370,000) | (39,965,000) | |
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | 4,187,000 | (3,989,000) | (12,298,000) | (6,479,000) | |
Derivatives in Cash Flow Hedging | Interest Expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated reclassification from AOCI to interest expenses | (14,200,000) | ||||
Interest rate swaps | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Fair value of derivative liability | 17,100,000 | 17,100,000 | |||
Termination value in case of breach of provisions | 17,100,000 | 17,100,000 | |||
Interest rate swaps | Derivatives in Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated Fair Value Asset (Liability) Balance | (15,890,000) | (15,890,000) | $ (27,819,000) | ||
Amount of Gain (Loss) Recognized in OCI on Derivative | (546,000) | 183,000 | (370,000) | (39,965,000) | |
Interest rate swaps | Derivatives in Cash Flow Hedging | Interest Expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | $ 4,187,000 | $ (3,989,000) | $ (12,298,000) | $ (6,479,000) | |
Interest rate swaps | Derivative Instrument Gaylord Rockies Term Loan Maturing on August 1, 2022 [Member] | Derivatives in Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 1.65% | 1.65% | |||
Derivative, maturity date | Aug. 1, 2022 | ||||
Notional amount | $ 800,000,000 | $ 800,000,000 | |||
Estimated Fair Value Asset (Liability) Balance | $ (10,283,000) | $ (10,283,000) | (18,979,000) | ||
Term Loan B | Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, maturity date | May 11, 2023 | ||||
Term Loan B | Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 1.2235% | 1.2235% | |||
Notional amount | $ 87,500,000 | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | $ (1,399,000) | $ (1,399,000) | (2,206,000) | ||
Term Loan B | Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, maturity date | May 11, 2023 | ||||
Term Loan B | Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 1.2235% | 1.2235% | |||
Notional amount | $ 87,500,000 | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | $ (1,399,000) | $ (1,399,000) | (2,206,000) | ||
Term Loan B | Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, maturity date | May 11, 2023 | ||||
Term Loan B | Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 1.2235% | 1.2235% | |||
Notional amount | $ 87,500,000 | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | $ (1,399,000) | $ (1,399,000) | (2,206,000) | ||
Term Loan B | Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, maturity date | May 11, 2023 | ||||
Term Loan B | Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 1.2315% | 1.2315% | |||
Notional amount | $ 87,500,000 | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | (1,410,000) | (1,410,000) | (2,222,000) | ||
$500 Million Term Loan B [Member] | Secured Debt [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Face amount | 500,000,000 | 500,000,000 | $ 500,000,000 | ||
$800M Gaylord Rockies Term Loan [Member] | Secured Debt [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Face amount | $ 800,000,000 | $ 800,000,000 |
Deferred Management Rights Pr_2
Deferred Management Rights Proceeds (Details) - USD ($) $ in Millions | Oct. 01, 2012 | Sep. 30, 2021 |
Deferred Management Rights Proceeds | ||
Sales price of management rights and intellectual property | $ 210 | |
Purchase price allocated to the management rights | $ 190 | |
Term of management rights for income amortization | 65 years |
Leases (Details)
Leases (Details) | 9 Months Ended |
Sep. 30, 2021a | |
Ole Red [Member] | Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of lease | 5 years |
Operating lease, renewal term | 5 years |
Ole Red [Member] | Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of lease | 10 years |
Operating lease, renewal term | 55 years |
Land in Osceola County, Florida [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of leased property | 65.3 |
Lease expiration year | 2074 |
Expiration date of lease under extension | Jan. 31, 2101 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases | ||||
Operating lease cost | $ 3,261 | $ 2,929 | $ 9,631 | $ 9,009 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 38 | 38 | 112 | 112 |
Interest on lease liabilities | 9 | 12 | 30 | 37 |
Net lease cost | $ 3,308 | $ 2,979 | $ 9,773 | $ 9,158 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Lease Liabilities, Payments Due [Abstract] | ||
Year 1 | $ 6,326 | |
Year 2 | 6,379 | |
Year 3 | 6,191 | |
Year 4 | 6,126 | |
Year 5 | 6,311 | |
Years thereafter | 565,067 | |
Total future minimum lease payments | 596,400 | |
Less amount representing interest | (485,827) | |
Total present value of minimum payments | 110,573 | $ 107,569 |
Finance Lease Liabilities, Payments, Due [Abstract] | ||
Year 1 | 241 | |
Year 2 | 232 | |
Year 3 | 60 | |
Year 4 | 46 | |
Year 5 | 46 | |
Years thereafter | 532 | |
Total future minimum lease payments | 1,157 | |
Less amount representing interest | (232) | |
Total present value of minimum payments | $ 925 | $ 1,095 |
Leases - Discount Rate (Details
Leases - Discount Rate (Details) | Sep. 30, 2021 |
Weighted-average remaining lease term (years): | |
Operating leases | 49 years 2 months 12 days |
Finance leases | 10 years 4 months 24 days |
Operating leases | 6.80% |
Finance leases | 4.00% |
Stock Plans - Restricted Stock
Stock Plans - Restricted Stock Units - Weighted-Average Grant Date Fair Value of Units Granted (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Restricted stock award granted by Company (in shares) | 0.3 | |
Weighted-average grant-date fair value of restricted stock awards granted (in dollars per share) | $ 73.71 | |
Restricted stock award, outstanding (in shares) | 0.5 | 0.4 |
Stock Plans - Compensation Expe
Stock Plans - Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Plans | ||||
Compensation cost on stock-based compensation plans | $ 3.3 | $ 2.2 | $ 8.9 | $ 6.6 |
Pension Plans - Net Periodic Be
Pension Plans - Net Periodic Benefit Cost (Credit) (Details) - Pension Plan [Member] - Qualified Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||||
Interest cost | $ 534 | $ 534 | $ 1,484 | $ 1,885 | ||
Expected return on plan assets | (1,103) | (962) | (3,150) | (3,071) | ||
Amortization of net actuarial loss | 217 | 340 | 801 | 903 | ||
Net settlement loss | 443 | 1,343 | 1,009 | 1,343 | ||
Total net periodic pension expense | $ 91 | $ 1,255 | 144 | $ 1,060 | ||
Discount rate (as a percent) | 2.31% | 1.95% | ||||
Decrease in liability under the pension plan | $ (6,900) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Provision for income taxes | $ 1,063 | $ 86 | $ 6,640 | $ 27,046 | |
Valuation allowance | 3,600 | $ 26,700 | 3,600 | 26,700 | |
Income tax expense (benefit) | 3,000 | $ 300 | |||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Capital contribution | $ 7,168 | $ 8,761 | ||
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] | ||||
Percentage of guarantee repayment of principal debt | 10.00% | |||
Equity interest (as a percent) | 65.00% | |||
Capital contribution | $ 188,000 | |||
New Country Ventures [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest (as a percent) | 50.00% | |||
Capital contribution | $ 19,500 | |||
Additional possible contribution | $ 1,500 | |||
Circle [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest (as a percent) | 50.00% |
Equity - Dividends (Details)
Equity - Dividends (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Apr. 23, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | ||
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 | 99.30% | |
Sixth Amended And Restated Credit Agreement [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Dividends permitted amount per quarter | $ 0.01 |
Equity - ATM Equity Distributio
Equity - ATM Equity Distribution Agreement (Details) - shares | May 27, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | |
At-the-Market Equity Distribution Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued | 0 | 0 | ||
Maximum commission percent of gross sales | 2.00% | |||
At-the-Market Equity Distribution Agreement [Member] | Maximum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 4,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 15,890 | $ 27,819 |
Deferred compensation plan investments | 30,709 | 31,277 |
Total assets measured at fair value | 30,709 | 31,277 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 15,890 | 27,819 |
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 | 30,709 | 31,277 |
Total assets measured at fair value | 30,709 | 31,277 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | 15,890 | 27,819 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 15,890 | $ 27,819 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | Feb. 17, 2021 | Feb. 09, 2021 |
$600 Million 4.50% Senior Notes [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Face amount | $ 600,000,000 | |||
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Face amount | $ 400,000,000 | $ 400,000,000 | ||
Stated interest rate (as a percent) | 5.00% | 5.00% | 5.00% | |
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Face amount | $ 600,000,000 | $ 600,000,000 | ||
Stated interest rate (as a percent) | 4.50% | 4.50% | ||
Debt amount | $ 590,300,000 | |||
Fair value of notes | 607,200,000 | |||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Face amount | $ 700,000,000 | $ 700,000,000 | ||
Stated interest rate (as a percent) | 4.75% | 4.75% | ||
Debt amount | $ 692,300,000 | |||
Fair value of notes | $ 727,900,000 |
Financial Reporting By Busine_3
Financial Reporting By Business Segments - General Information (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of business segments | 3 |
Financial Reporting By Busine_4
Financial Reporting By Business Segments - Internal Financial Reports (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenues | $ 306,906 | $ 70,249 | $ 561,942 | $ 397,960 |
Depreciation and amortization | 56,093 | 53,876 | 164,081 | 161,232 |
Preopening costs | (118) | (96) | (734) | (1,597) |
Gain on sale of assets | 317 | 1,261 | ||
Credit loss on held-to-maturity securities | (7,811) | (32,784) | ||
Operating income (loss) | 25,695 | (103,166) | (84,809) | (239,151) |
Interest expense | (32,413) | (28,127) | (93,056) | (87,527) |
Interest income | 1,433 | 1,540 | 4,254 | 5,765 |
Loss from extinguishment of debt | (2,949) | |||
Loss from unconsolidated joint ventures | (2,312) | (1,767) | (5,831) | (5,482) |
Loss before income taxes | (7,544) | (129,791) | (182,137) | (341,226) |
Hospitality [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenues | 257,853 | 57,978 | 463,343 | 353,954 |
Depreciation and amortization | 52,020 | 49,310 | 151,655 | 148,667 |
Preopening costs | (200) | |||
Operating income (loss) | 24,716 | (78,322) | (65,846) | (154,633) |
Entertainment [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenues | 49,053 | 12,271 | 98,599 | 44,006 |
Depreciation and amortization | 3,506 | 3,985 | 10,728 | 10,492 |
Preopening costs | (1,400) | |||
Operating income (loss) | 12,080 | (9,057) | 10,074 | (26,632) |
Corporate and Other [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Depreciation and amortization | 567 | 581 | 1,698 | 2,073 |
Operating income (loss) | (10,983) | (7,880) | (28,620) | (24,766) |
Notes Receivable [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Interest income | $ 1,400 | 1,500 | $ 4,100 | 4,700 |
Bonds B Series [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Credit loss on held-to-maturity securities | $ (7,811) | $ (32,784) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2021USD ($)ft²itemroom | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | |
Subsequent Event [Line Items] | |||
Purchase price | $ 7,168 | $ 8,761 | |
Block 21 [Member] | W Austin Hotel [Member] | |||
Subsequent Event [Line Items] | |||
Number of hotel rooms | room | 251 | ||
Block 21 [Member] | Class A Commercial Space [Member] | |||
Subsequent Event [Line Items] | |||
Net rentable area, commercial space | ft² | 53,000 | ||
Block 21 [Member] | ACL Live at Moody Theater [Member] | |||
Subsequent Event [Line Items] | |||
Seat capacity | item | 2,750 | ||
Subsequent event | Block 21 [Member] | |||
Subsequent Event [Line Items] | |||
Purchase price | $ 260,000 | ||
Liabilities assumed | 138,000 | ||
Cash reserves, received | 11,000 | ||
Subsequent event | $700 Million Revolving Credit Facility [Member] | Amendment No. 4 [Member] | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity under restricted period | $ 400,000 |