Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 $.01 | |
Trading Symbol | RHP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,145,860 | |
Entity Central Index Key | 0001040829 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS: | ||
Property and equipment, net | $ 2,994,541 | $ 3,031,844 |
Cash and cash equivalents - unrestricted | 128,436 | 140,688 |
Cash and cash equivalents - restricted | 16,473 | 22,312 |
Notes receivable, net | 67,493 | 71,228 |
Trade receivables, net | 83,234 | 74,745 |
Prepaid expenses and other assets | 132,879 | 112,904 |
Intangible assets, net | 116,772 | 126,804 |
Total assets | 3,539,828 | 3,580,525 |
LIABILITIES AND EQUITY (DEFICIT): | ||
Debt and finance lease obligations | 2,937,660 | 2,936,819 |
Accounts payable and accrued liabilities | 287,286 | 304,719 |
Dividends payable | 110 | 386 |
Deferred management rights proceeds | 169,834 | 170,614 |
Operating lease liabilities | 114,981 | 113,770 |
Deferred income tax liabilities, net | 4,256 | 4,671 |
Other liabilities | 62,880 | 71,939 |
Total liabilities | 3,577,007 | 3,602,918 |
Commitments and contingencies | ||
Equity (deficit): | ||
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding | ||
Common stock, $.01 par value, 400,000 shares authorized, 55,146 and 55,072 shares issued and outstanding, respectively | 551 | 551 |
Additional paid-in capital | 1,112,892 | 1,112,867 |
Treasury stock of 648 and 648 shares, at cost | (18,467) | (18,467) |
Distributions in excess of retained earnings | (1,112,726) | (1,088,105) |
Accumulated other comprehensive loss | (19,094) | (29,080) |
Total stockholders' equity (deficit) | (36,844) | (22,234) |
Noncontrolling interest in Operating Partnership | (335) | (159) |
Total equity (deficit) | (37,179) | (22,393) |
Total liabilities and equity (deficit) | $ 3,539,828 | $ 3,580,525 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 2,994,541 | $ 3,031,844 |
Cash and cash equivalents - unrestricted | 128,436 | 140,688 |
Cash and cash equivalents - restricted | 16,473 | 22,312 |
Trade receivables, net | 83,234 | 74,745 |
Prepaid expenses and other assets | 132,879 | 112,904 |
Intangible assets | 116,772 | 126,804 |
Debt and finance lease obligations | 2,937,660 | 2,936,819 |
Accounts payable and accrued liabilities | 287,286 | 304,719 |
Other liabilities | $ 62,880 | $ 71,939 |
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) | 55,146,000 | 55,072,000 |
Common stock, shares outstanding (in shares) | 55,146,000 | 55,072,000 |
Treasury Stock, Shares [Abstract] | ||
Treasury stock, shares (in shares) | 648,000 | 648,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 299,135 | $ 84,175 |
Operating expenses: | ||
Total hotel operating expenses | 193,172 | 84,116 |
Entertainment | 31,731 | 18,691 |
Corporate | 9,557 | 7,528 |
Preopening costs | 304 | 399 |
(Gain) loss on sale of assets | 469 | (317) |
Depreciation and amortization | 56,028 | 53,315 |
Total operating expenses | 291,261 | 163,732 |
Operating income (loss) | 7,874 | (79,557) |
Interest expense | (31,937) | (30,796) |
Interest income | 1,381 | 1,370 |
Loss on extinguishment of debt | (2,949) | |
Loss from unconsolidated joint ventures | (2,627) | (1,609) |
Other gains and (losses), net | 447 | 374 |
Loss before income taxes | (24,862) | (113,167) |
Benefit (provision) for income taxes | 65 | (3,954) |
Net loss | (24,797) | (117,121) |
Net loss attributable to noncontrolling interest in consolidated joint venture | 11,793 | |
Net loss attributable to noncontrolling interest in Operating Partnership | 176 | 807 |
Net loss available to common stockholders | $ (24,621) | $ (104,521) |
Basic loss per share available to common stockholders | $ (0.45) | $ (1.90) |
Diluted loss per share available to common stockholders | $ (0.45) | $ (1.90) |
Rooms [Member] | ||
Revenues: | ||
Total revenues | $ 101,593 | $ 28,228 |
Operating expenses: | ||
Total hotel operating expenses | 30,136 | 9,477 |
Food and Beverage [Member] | ||
Revenues: | ||
Total revenues | 112,116 | 18,175 |
Operating expenses: | ||
Total hotel operating expenses | 71,329 | 19,329 |
Hotel, Other [Member] | ||
Revenues: | ||
Total revenues | 47,402 | 23,399 |
Operating expenses: | ||
Total hotel operating expenses | 86,643 | 54,557 |
Management Service [Member] | ||
Operating expenses: | ||
Total hotel operating expenses | 5,064 | 753 |
Entertainment Segment [Member] | ||
Revenues: | ||
Total revenues | $ 38,024 | $ 14,373 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Comprehensive loss, net of taxes | $ (14,811) | $ (111,021) |
Comprehensive loss, net of taxes, available to common stockholders | (14,706) | (99,547) |
Consolidated Joint Venture [Member] | ||
Comprehensive loss, net of taxes, attributable to noncontrolling interest | 10,711 | |
Operating Partnership [Member] | ||
Comprehensive loss, net of taxes, attributable to noncontrolling interest | $ 105 | $ 763 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (24,797) | $ (117,121) |
Amounts to reconcile net loss to net cash flows used in operating activities: | ||
Provision (benefit) for deferred income taxes | (415) | 3,781 |
Depreciation and amortization | 56,028 | 53,315 |
Amortization of deferred financing costs | 2,229 | 2,209 |
Loss from unconsolidated joint ventures | 2,627 | 1,609 |
Stock-based compensation expense | 3,786 | 2,522 |
Changes in: | ||
Trade receivables | (8,488) | 1,823 |
Accounts payable and accrued liabilities | (17,330) | (4,785) |
Other assets and liabilities | (17,814) | 13,760 |
Net cash flows used in operating activities | (4,174) | (42,887) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (9,716) | (25,831) |
Collection of notes receivable | 2,381 | |
Investment in joint ventures | (2,045) | (4,572) |
Other investing activities, net | 816 | 5,462 |
Net cash flows used in investing activities | (8,564) | (24,941) |
Cash Flows from Financing Activities: | ||
Net borrowings (repayments) under revolving credit facility | (106,000) | |
Issuance of senior notes | 600,000 | |
Redemption of senior notes | (400,000) | |
Deferred financing costs paid | (10,540) | |
Redemption of noncontrolling interest in Operating Partnership | (2,438) | |
Payment of dividends | (276) | (488) |
Payment of tax withholdings for share-based compensation | (3,761) | (3,357) |
Other financing activities, net | (66) | (58) |
Net cash flows provided by (used in) financing activities | (5,353) | 75,869 |
Net change in cash, cash equivalents, and restricted cash | (18,091) | 8,041 |
Cash, cash equivalents, and restricted cash, beginning of period | 163,000 | 79,754 |
Cash, cash equivalents, and restricted cash, end of period | 144,909 | 87,795 |
Term Loan B | ||
Cash Flows from Financing Activities: | ||
Repayments under term loan B | $ (1,250) | $ (1,250) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet: | ||||
Cash and cash equivalents - unrestricted | $ 128,436 | $ 140,688 | $ 67,138 | |
Cash and cash equivalents - restricted | 16,473 | 22,312 | 20,657 | |
Cash, cash equivalents, and restricted cash, end of period | $ 144,909 | $ 163,000 | $ 87,795 | $ 79,754 |
Condensed Consolidated Statem_5
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] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Redeemable Noncontrolling Interest In Joint Venture [Member] | Total |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
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 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (104,521) | (104,521) | (807) | (104,521) | |||||
Net loss | (105,328) | ||||||||
Net loss | (11,793) | ||||||||
Net loss | (807) | ||||||||
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) | |||||
Equity-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 | ||||||||
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 | |
Transition adjustment related to adoption | 551 | 1,112,867 | (18,467) | (1,088,105) | (29,080) | (22,234) | (159) | (22,393) | |
Beginning balance at Dec. 31, 2021 | 551 | 1,112,867 | (18,467) | (1,088,105) | (29,080) | (22,234) | (159) | (22,393) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (24,621) | (24,621) | (176) | (24,621) | |||||
Net loss | (24,797) | ||||||||
Net loss | (176) | ||||||||
Other comprehensive income (loss), net of income taxes | 9,986 | 9,986 | 9,986 | ||||||
Restricted stock units and stock options surrendered | (3,761) | (3,761) | (3,761) | ||||||
Equity-based compensation expense | 3,786 | 3,786 | 3,786 | ||||||
Ending balance at Mar. 31, 2022 | 551 | 1,112,892 | (18,467) | (1,112,726) | (19,094) | (36,844) | (335) | (37,179) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Transition adjustment related to adoption | $ 551 | $ 1,112,892 | $ (18,467) | $ (1,112,726) | $ (19,094) | $ (36,844) | $ (335) | $ (37,179) |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, 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 two Nashville-based assets managed by Marriott –the Wildhorse Saloon and the General Jackson Showboat. The Company also owns a 50% interest in a joint venture that creates and distributes 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,” and Note 17, “Subsequent Events,” 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, 2021. 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 been and continues to be a complex and evolving situation, causing unprecedented levels of disruption to the Company’s business. Although the Company’s assets are currently open and operating without capacity restrictions, there remains 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 majority of the Company’s businesses have been open and operating throughout 2021 and 2022. However, Gaylord National remained closed during the first half of 2021 and reopened July 1, 2021. The Grand Ole Opry and Ryman Auditorium reopened for limited-capacity publicly attended performances in September 2020, and reopened for full-capacity publicly attended performances in May 2021. In addition, subsequent to the December 2020 downtown Nashville bombing, the Wildhorse Saloon reopened in April 2021. The Company amended its credit facility on April 23, 2020, and again on December 22, 2020, as described in Note 4, “Debt,” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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. At March 31, 2022, the Company had $509.9 million available for borrowing under its revolving credit facility and $128.4 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, and any future dividend is subject to the Company’s board of directors’ determinations as to the amount of distributions and timing thereof. Block 21 Acquisition 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 (“Block 21”), for $260 million, which includes the assumption of approximately $137 million of existing mortgage debt. Block 21 is the home of the Austin City Limits Live at The Moody Theater (“ACL Live”), a 2,750-seat entertainment venue that serves as the filming location for the Austin City Limits television series. The Block 21 complex also includes the 251-room W Austin Hotel, the 3TEN at ACL Live club and approximately 53,000 square feet of other Class A commercial space. The acquisition is expected to close prior to June 1, 2022, 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. Block 21 assets will be reflected in the Company’s Entertainment segment after the acquisition closes. Newly Issued Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2022. During 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of this guidance and may apply other elections as applicable as additional market changes occur. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Hotel group rooms $ 62,478 $ 4,512 Hotel transient rooms 39,115 23,716 Hotel food and beverage - banquets 72,824 3,969 Hotel food and beverage - outlets 39,292 14,206 Hotel other 47,402 23,399 Entertainment admissions/ticketing 15,549 3,160 Entertainment food and beverage 14,361 4,796 Entertainment produced content 1,468 2,126 Entertainment retail and other 6,646 4,291 Total revenues $ 299,135 $ 84,175 The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended March 31, 2022 2021 Gaylord Opryland $ 73,519 $ 21,759 Gaylord Palms 59,848 15,117 Gaylord Texan 56,636 18,358 Gaylord National 32,587 1,257 Gaylord Rockies 34,787 11,970 AC Hotel 1,607 805 Inn at Opryland 2,127 536 Total Hospitality segment revenues $ 261,111 $ 69,802 The majority of the Company’s Entertainment segment revenues are concentrated in Tennessee. The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. At March 31, 2022 and December 31, 2021, the Company had $145.3 million and $116.8 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, 2021, approximately $27.2 million was recognized in revenue during the three months ended March 31, 2022. |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Weighted average shares outstanding - basic 55,086 54,995 Effect of dilutive stock-based compensation — — Weighted average shares outstanding - diluted 55,086 54,995 For the three months ended March 31, 2022 and 2021, the effect of dilutive stock-based compensation was the equivalent of 0.3 million and 0.2 million shares of common stock outstanding. Because the Company had a loss available to common stockholders in the three months ended March 31, 2022 and 2021, these incremental shares were excluded from the computation of dilutive earnings per share as the effect of their inclusion would have been anti-dilutive. The operating partnership units (“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 ended March 31, 2022 and 2021 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022 and 2021 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2021 $ (16,419) $ (3,298) $ (9,363) $ (29,080) Gains arising during period — — 6,070 6,070 Amounts reclassified from accumulated other comprehensive loss (86) 53 3,949 3,916 Net other comprehensive income (loss) (86) 53 10,019 9,986 Balance, March 31, 2022 $ (16,505) $ (3,245) $ 656 $ (19,094) 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 arising during period 1,436 — 602 2,038 Amounts reclassified from accumulated other comprehensive loss 8 53 4,001 4,062 Net other comprehensive income 1,444 53 4,603 6,100 Balance, March 31, 2021 $ (25,179) $ (3,456) $ (23,216) $ (51,851) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT: Property and equipment, including right-of-use finance lease assets, at March 31, 2022 and December 31, 2021 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands): 2022 2021 Land and land improvements $ 377,220 $ 378,598 Buildings 3,604,950 3,601,974 Furniture, fixtures and equipment 983,947 981,589 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 17,131 14,337 4,984,861 4,978,111 Accumulated depreciation and amortization (1,990,320) (1,946,267) Property and equipment, net $ 2,994,541 $ 3,031,844 |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, 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 $67.5 million and $71.2 million at March 31, 2022 and December 31, 2021, respectively, net of credit loss reserve of $38.0 million at each of March 31, 2022 and December 31, 2021. 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 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 each of the three months ended March 31, 2022 and 2021, the Company recorded interest income of $1.3 million on these bonds. The Company received payments of $5.1 million and $2.8 million during the three months ended March 31, 2022 and 2021, respectively, relating to these bonds. At March 31, 2022 and December 31, 2021, before consideration of the credit loss reserve, the Company had accrued interest receivable related to these bonds of $39.6 million and $41.0 million, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Debt | 7. DEBT: The Company’s debt and finance lease obligations at March 31, 2022 and December 31, 2021 consisted of (in thousands): March 31, December 31, 2022 2021 $700M Revolving Credit Facility, interest at LIBOR plus 2.25%, maturing March 31, 2024 $ 190,000 $ 190,000 $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 375,000 376,250 $600M Senior Notes, interest at 4.50%, maturing February 15, 2029 600,000 600,000 $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%, maturing July 2, 2023 800,000 800,000 Finance lease obligations 819 884 Unamortized deferred financing costs (29,974) (32,203) Unamortized premium 1,815 1,888 Total debt $ 2,937,660 $ 2,936,819 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, 2021. At March 31, 2022, the Temporary Waiver Period (as defined in the Company’s credit facility) expired, and 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. As a result of the Company’s February 2021 purchase and redemption of its previous $400 million 5% senior notes due 2023, the Company recognized a loss on extinguishment of debt of $2.9 million in the three months ended March 31, 2021. 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 $0.1 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense in the next twelve months. The estimated fair value of the Company’s derivative financial instruments at March 31, 2022 and December 31, 2021 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional March 31, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2022 2021 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ 655 $ (733) Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 655 (733) Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 652 (733) Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 $ 87,500 645 (742) Gaylord Rockies Term Loan Interest Rate Swap 1.6500% 1-month LIBOR August 1, 2022 $ 800,000 (1,951) (6,421) $ 656 $ (9,362) 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 on Reclassified from Accumulated Derivative Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended March 31, Accumulated OCI March 31, 2022 2021 into Income (Expense) 2022 2021 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 6,070 $ 602 Interest expense $ (3,949) $ (4,001) Total derivatives $ 6,070 $ 602 $ (3,949) $ (4,001) Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended March 31, 2022 and 2021 was $31.9 million and $30.8 million, respectively. At March 31, 2022, 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 $2.9 million. As of March 31, 2022, 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 $2.9 million. In addition, the Company has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. |
Deferred Management Rights Proc
Deferred Management Rights Proceeds | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Management Rights Proceeds | |
Deferred Management Rights Proceeds | 8. DEFERRED MANAGEMENT RIGHTS PROCEEDS: On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord Hotels properties (the “Management Rights”) to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property. The Company allocated $190.0 million of the purchase price to the Management Rights, based on the Company’s estimates of the fair values for the respective components. For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight-line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | 9. LEASES: The Company is a lessee of a 65.3 acre site in Osceola County, Florida on which Gaylord Palms is located, building or land leases for Ole Red Gatlinburg, Ole Red Orlando, Ole Red Tishomingo, Ole Red Nashville International Airport, and 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 ended March 31, 2022 and 2021 are as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost $ 3,536 $ 3,127 Finance lease cost: Amortization of right-of-use assets 31 37 Interest on lease liabilities 8 11 Net lease cost $ 3,575 $ 3,175 Future minimum lease payments under non-cancelable leases at March 31, 2022 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 6,972 $ 232 Year 2 6,982 153 Year 3 6,744 46 Year 4 6,745 46 Year 5 6,867 46 Years thereafter 563,451 509 Total future minimum lease payments 597,761 1,032 Less amount representing interest (482,780) (213) Total present value of minimum payments $ 114,981 $ 819 Weighted-average remaining lease term: Operating leases 47.6 years Finance leases 10.9 years Weighted-average discount rate: Operating leases 6.8 % Finance leases 4.0 % |
Stock Plans
Stock Plans | 3 Months Ended |
Mar. 31, 2022 | |
Stock Plans | |
Stock Plans | 10. STOCK PLANS: During the three months ended March 31, 2022, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of $82.99 per unit. There were 0.6 million restricted stock units outstanding at each of March 31, 2022 and December 31, 2021, respectively. Compensation expense for the Company’s stock-based compensation plans was $3.8 million and $2.5 million for the three months ended March 31, 2022 and 2021, respectively. |
Pension Plans
Pension Plans | 3 Months Ended |
Mar. 31, 2022 | |
Pension Plans | |
Pension Plans | 11. PENSION PLANS: Net periodic pension income reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended March 31, 2022 2021 Interest cost $ 526 $ 472 Expected return on plan assets (1,031) (1,019) Amortization of net actuarial loss 200 289 Total net periodic pension income $ (305) $ (258) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Income Taxes | 12. INCOME TAXES: The Company elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company is not subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company continues to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”). For the three months ended March 31, 2022, the Company recorded an income tax benefit of $0.1 million related to its TRSs. For the three months ended March 31, 2021, the Company recorded an income tax provision of $4.0 million, which includes the recording of a valuation allowance of $3.6 million related to the Company’s reassessment of the realizability of its deferred tax assets due to the impact of the COVID-19 pandemic. At March 31, 2022 and December 31, 2021, the Company had no unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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. that creates and distributes 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 $23.0 million. In addition, the Company intends to contribute up to an additional $10.0 million through December 31, 2022 for working capital needs. 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 | 3 Months Ended |
Mar. 31, 2022 | |
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, and 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 March 31, 2022, 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 ended March 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, were as follows (in thousands): Markets for Observable Unobservable March 31, Identical Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 29,887 $ 29,887 $ — $ — Variable to fixed interest rate swaps 656 — 656 — Total assets measured at fair value $ 30,543 $ 29,887 $ 656 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 31,183 $ 31,183 $ — $ — Total assets measured at fair value $ 31,183 $ 31,183 $ — $ — Variable to fixed interest rate swaps $ 9,362 $ — $ 9,362 $ — Total liabilities measured at fair value $ 9,362 $ — $ 9,362 $ — The remainder of the assets and liabilities held by the Company at March 31, 2022 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 March 31, 2022 was $590.9 million, net of unamortized deferred financing costs (“DFCs”). The fair value of these notes, based upon quoted market prices (Level 1), was $565.7 million at March 31, 2022. The Company has outstanding $700.0 million in aggregate principal amount of $700 million 4.75% senior notes. The carrying value of these notes at March 31, 2022 was $692.9 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was $677.4 million at March 31, 2022. |
Financial Reporting By Business
Financial Reporting By Business Segments | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Revenues: Hospitality $ 261,111 $ 69,802 Entertainment 38,024 14,373 Corporate and Other — — Total $ 299,135 $ 84,175 Depreciation and amortization: Hospitality $ 52,271 $ 49,148 Entertainment 3,552 3,601 Corporate and Other 205 566 Total $ 56,028 $ 53,315 Operating income (loss): Hospitality $ 15,668 $ (63,462) Entertainment 2,741 (7,919) Corporate and Other (9,762) (8,094) Preopening costs (304) (399) Gain (loss) on sale of assets (469) 317 Total operating income (loss) 7,874 (79,557) Interest expense (31,937) (30,796) Interest income 1,381 1,370 Loss on extinguishment of debt — (2,949) Loss from unconsolidated joint ventures (2,627) (1,609) Other gains and (losses), net 447 374 Loss before income taxes $ (24,862) $ (113,167) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 17. SUBSEQUENT EVENTS: On April 4, 2022, the Company and certain of its subsidiaries, including OEG Attractions Holdings, LLC (“OEG”), entered into an investment agreement (the “Investment Agreement”) with Atairos Group, Inc. (“Atairos”) and A-OEG Holdings, LLC, an affiliate of Atairos (the “Investor”), pursuant to which OEG will issue and sell to Investor, and Investor will acquire, 30% of the equity interests of OEG for approximately $293.0 million, subject to certain adjustments as set forth in the Investment Agreement (the “OEG Transaction”). The purchase price in connection with the OEG Transaction may be increased by $30.0 million if OEG achieves certain financial objectives in 2023 or 2024. Upon closing of the OEG Transaction, the Company will retain a controlling 70% equity interest in OEG and will continue to consolidate OEG and the other subsidiaries comprising the Company’s Entertainment segment in the Company’s consolidated financial statements. The transaction is expected to close in the second quarter of 2022, subject to customary closing conditions, including the closing of the OEG Financing (as defined below). After the payment of transaction expenses, the Company anticipates using substantially all of the net proceeds from the OEG Transaction, together with the net proceeds the Company receives from the OEG Financing (as defined below), to repay the outstanding balance of the Company’s existing $300 million term loan A and to pay down substantially all borrowings outstanding under the Company’s revolving credit facility. In connection with the execution of the Investment Agreement, OEG Borrower, LLC (“OEG Borrower”), an entity that is to be a wholly owned subsidiary of OEG, executed a commitment letter (the “Commitment Letter”) with JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. (collectively, the “Commitment Parties”). Under the terms of the Commitment Letter, the Commitment Parties have agreed to structure and arrange (i) the OEG term loan in an aggregate principal amount of $300.0 million, plus, at OEG Borrower’s election, an additional amount sufficient to fund certain original issue discount or upfront fees and (ii) a senior secured revolving credit facility in an initial committed amount of $50.0 million (or, following a Successful Revolving Syndication (as defined in the Commitment Letter), such greater amount up to $65.0 million as contemplated by the Commitment Letter in connection with the appointment of additional lead arrangers) (collectively, (i) and (ii) being the “OEG Financing”). On April 4, 2022, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Sixth Amended and Restated Credit Agreement dated as of October 31, 2019 (as amended prior to the Fifth Amendment, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by the Fifth Amendment, the “Credit Agreement”), among the Company, as a guarantor, its subsidiary RHP Hotel Properties, LP, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. The Fifth Amendment provides for certain amendments to the Existing Credit Agreement, each of which is to be effective upon the closing of the OEG Transaction. These amendments include, among others, the exclusion of OEG and its subsidiaries from negative covenants and certain restrictions related to certain equity issuances, investments, acquisitions, dispositions and indebtedness; changes to certain financial covenant requirements through December 2022; and a requirement that, following January 1, 2023, the Company satisfy the financial covenants currently provided for in the Credit Agreement. |
Description of the Business and
Description of the Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2022. During 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of this guidance and may apply other elections as applicable as additional market changes occur. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenues | |
Revenues Disaggregated by Major Source | The Company’s revenues disaggregated by major source are as follows (in thousands): Three Months Ended March 31, 2022 2021 Hotel group rooms $ 62,478 $ 4,512 Hotel transient rooms 39,115 23,716 Hotel food and beverage - banquets 72,824 3,969 Hotel food and beverage - outlets 39,292 14,206 Hotel other 47,402 23,399 Entertainment admissions/ticketing 15,549 3,160 Entertainment food and beverage 14,361 4,796 Entertainment produced content 1,468 2,126 Entertainment retail and other 6,646 4,291 Total revenues $ 299,135 $ 84,175 |
Hospitality Segment Revenues Disaggregated by Location | The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended March 31, 2022 2021 Gaylord Opryland $ 73,519 $ 21,759 Gaylord Palms 59,848 15,117 Gaylord Texan 56,636 18,358 Gaylord National 32,587 1,257 Gaylord Rockies 34,787 11,970 AC Hotel 1,607 805 Inn at Opryland 2,127 536 Total Hospitality segment revenues $ 261,111 $ 69,802 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Weighted average shares outstanding - basic 55,086 54,995 Effect of dilutive stock-based compensation — — Weighted average shares outstanding - diluted 55,086 54,995 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment | |
Property and Equipment | Property and equipment, including right-of-use finance lease assets, at March 31, 2022 and December 31, 2021 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands): 2022 2021 Land and land improvements $ 377,220 $ 378,598 Buildings 3,604,950 3,601,974 Furniture, fixtures and equipment 983,947 981,589 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 17,131 14,337 4,984,861 4,978,111 Accumulated depreciation and amortization (1,990,320) (1,946,267) Property and equipment, net $ 2,994,541 $ 3,031,844 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Summary of Debt and Finance Lease Obligations | The Company’s debt and finance lease obligations at March 31, 2022 and December 31, 2021 consisted of (in thousands): March 31, December 31, 2022 2021 $700M Revolving Credit Facility, interest at LIBOR plus 2.25%, maturing March 31, 2024 $ 190,000 $ 190,000 $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 375,000 376,250 $600M Senior Notes, interest at 4.50%, maturing February 15, 2029 600,000 600,000 $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%, maturing July 2, 2023 800,000 800,000 Finance lease obligations 819 884 Unamortized deferred financing costs (29,974) (32,203) Unamortized premium 1,815 1,888 Total debt $ 2,937,660 $ 2,936,819 |
Schedule of Fair Value of the Company's Derivative Financial Instruments | The estimated fair value of the Company’s derivative financial instruments at March 31, 2022 and December 31, 2021 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional March 31, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2022 2021 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ 655 $ (733) Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 655 (733) Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 652 (733) Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 $ 87,500 645 (742) Gaylord Rockies Term Loan Interest Rate Swap 1.6500% 1-month LIBOR August 1, 2022 $ 800,000 (1,951) (6,421) $ 656 $ (9,362) |
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 on Reclassified from Accumulated Derivative Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended March 31, Accumulated OCI March 31, 2022 2021 into Income (Expense) 2022 2021 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 6,070 $ 602 Interest expense $ (3,949) $ (4,001) Total derivatives $ 6,070 $ 602 $ (3,949) $ (4,001) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Company's Lease Cost | The Company’s lease costs for the three months ended March 31, 2022 and 2021 are as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost $ 3,536 $ 3,127 Finance lease cost: Amortization of right-of-use assets 31 37 Interest on lease liabilities 8 11 Net lease cost $ 3,575 $ 3,175 |
Summary of Maturities of Operating Lease Liabilities | Three Months Ended March 31, 2022 2021 Operating lease cost $ 3,536 $ 3,127 Finance lease cost: Amortization of right-of-use assets 31 37 Interest on lease liabilities 8 11 Net lease cost $ 3,575 $ 3,175 |
Summary of Maturities of Finance Lease Liabilities | Operating Finance Leases Leases Year 1 $ 6,972 $ 232 Year 2 6,982 153 Year 3 6,744 46 Year 4 6,745 46 Year 5 6,867 46 Years thereafter 563,451 509 Total future minimum lease payments 597,761 1,032 Less amount representing interest (482,780) (213) Total present value of minimum payments $ 114,981 $ 819 |
Schedule of Remaining Lease Term and Discount Rate of Leases | Weighted-average remaining lease term: Operating leases 47.6 years Finance leases 10.9 years Weighted-average discount rate: Operating leases 6.8 % Finance leases 4.0 % |
Pension Plans (Tables)
Pension Plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Net Periodic Pension and Postretirement Benefit (Income) Expense | Net periodic pension income reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended March 31, 2022 2021 Interest cost $ 526 $ 472 Expected return on plan assets (1,031) (1,019) Amortization of net actuarial loss 200 289 Total net periodic pension income $ (305) $ (258) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity | |
Summary of Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2022 and 2021 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2021 $ (16,419) $ (3,298) $ (9,363) $ (29,080) Gains arising during period — — 6,070 6,070 Amounts reclassified from accumulated other comprehensive loss (86) 53 3,949 3,916 Net other comprehensive income (loss) (86) 53 10,019 9,986 Balance, March 31, 2022 $ (16,505) $ (3,245) $ 656 $ (19,094) 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 arising during period 1,436 — 602 2,038 Amounts reclassified from accumulated other comprehensive loss 8 53 4,001 4,062 Net other comprehensive income 1,444 53 4,603 6,100 Balance, March 31, 2021 $ (25,179) $ (3,456) $ (23,216) $ (51,851) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, were as follows (in thousands): Markets for Observable Unobservable March 31, Identical Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 29,887 $ 29,887 $ — $ — Variable to fixed interest rate swaps 656 — 656 — Total assets measured at fair value $ 30,543 $ 29,887 $ 656 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 31,183 $ 31,183 $ — $ — Total assets measured at fair value $ 31,183 $ 31,183 $ — $ — Variable to fixed interest rate swaps $ 9,362 $ — $ 9,362 $ — Total liabilities measured at fair value $ 9,362 $ — $ 9,362 $ — |
Financial Reporting By Busine_2
Financial Reporting By Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Financial Reporting By Business Segments | |
Segments' Internal Financial Reports | The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands): Three Months Ended March 31, 2022 2021 Revenues: Hospitality $ 261,111 $ 69,802 Entertainment 38,024 14,373 Corporate and Other — — Total $ 299,135 $ 84,175 Depreciation and amortization: Hospitality $ 52,271 $ 49,148 Entertainment 3,552 3,601 Corporate and Other 205 566 Total $ 56,028 $ 53,315 Operating income (loss): Hospitality $ 15,668 $ (63,462) Entertainment 2,741 (7,919) Corporate and Other (9,762) (8,094) Preopening costs (304) (399) Gain (loss) on sale of assets (469) 317 Total operating income (loss) 7,874 (79,557) Interest expense (31,937) (30,796) Interest income 1,381 1,370 Loss on extinguishment of debt — (2,949) Loss from unconsolidated joint ventures (2,627) (1,609) Other gains and (losses), net 447 374 Loss before income taxes $ (24,862) $ (113,167) |
Description of the Business a_2
Description of the Business and Summary of Significant Accounting Policies (Details) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2021USD ($)a | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Transition adjustment | $ (1,112,726) | $ (1,088,105) | |
Accumulated other comprehensive loss | $ (19,094) | $ (29,080) | |
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 | ||
Circle [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 50.00% |
Description of the Business a_3
Description of the Business and Summary of Significant Accounting Policies - Covid 19 (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||
Cash and cash equivalents - unrestricted | $ 128,436,000 | $ 140,688,000 | $ 67,138,000 |
$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 | $ 509,900,000 |
Description of the Business a_4
Description of the Business and Summary of Significant Accounting Policies - Acquisition (Details) - Block 21 [Member] $ in Millions | 1 Months Ended |
Oct. 31, 2021USD ($)ft²itemroom | |
Business Acquisition [Line Items] | |
Purchase price | $ 260 |
Liabilities assumed | $ 137 |
ACL Live at Moody Theater [Member] | |
Business Acquisition [Line Items] | |
Seat capacity | item | 2,750 |
W Austin Hotel [Member] | |
Business Acquisition [Line Items] | |
Number of hotel rooms | room | 251 |
Class A Commercial Space [Member] | |
Business Acquisition [Line Items] | |
Net rentable area, commercial space | ft² | 53,000 |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 299,135 | $ 84,175 |
Rooms [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 101,593 | 28,228 |
Hotel Group Rooms [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 62,478 | 4,512 |
Hotel Transient Rooms [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 39,115 | 23,716 |
Food and Beverage [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 112,116 | 18,175 |
Hotel Food And Beverage Banquets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 72,824 | 3,969 |
Hotel Food And Beverage Outlets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 39,292 | 14,206 |
Hotel, Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 47,402 | 23,399 |
Entertainment Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 38,024 | 14,373 |
Entertainment Admissions And Ticketing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 15,549 | 3,160 |
Entertainment Food And Beverage [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 14,361 | 4,796 |
Entertainment Produced Content [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,468 | 2,126 |
Entertainment Retail And Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 6,646 | $ 4,291 |
Revenues - Hospitality Segment
Revenues - Hospitality Segment Revenues Disaggregated by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 299,135 | $ 84,175 |
Hospitality [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 261,111 | 69,802 |
Hospitality [Member] | Gaylord Opryland [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 73,519 | 21,759 |
Hospitality [Member] | Gaylord Palms [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 59,848 | 15,117 |
Hospitality [Member] | Gaylord Texan [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 56,636 | 18,358 |
Hospitality [Member] | Gaylord National [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 32,587 | 1,257 |
Hospitality [Member] | Gaylord Rockies [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 34,787 | 11,970 |
Hospitality [Member] | AC Hotel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,607 | 805 |
Hospitality [Member] | Inn at Opryland [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 2,127 | $ 536 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenues | $ 145.3 | $ 116.8 |
Change in Contract with Customer, Liability [Abstract] | ||
Revenue recognized | $ 27.2 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Weighted average shares outstanding - basic (in shares) | 55,086 | 54,995 |
Net income (loss) available to common stockholders - assuming dilution (in shares) | 55,086 | 54,995 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-based compensation | ||
INCOME PER SHARE | ||
Anti-dilutive securities excluded from EPS computation | 0.3 | 0.2 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss - Summary of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ (22,234) | ||
Transition adjustment | (1,112,726) | $ (1,088,105) | |
Transition adjustment | (19,094) | $ (29,080) | |
Ending balance | (36,844) | ||
Interest Rate Derivatives [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (9,363) | $ (27,819) | |
Gains arising during period | 6,070 | 602 | |
Amounts reclassified from accumulated other comprehensive loss | 3,949 | 4,001 | |
Net other comprehensive income (loss) | 10,019 | 4,603 | |
Ending balance | 656 | (23,216) | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (16,419) | (26,623) | |
Gains arising during period | 1,436 | ||
Amounts reclassified from accumulated other comprehensive loss | (86) | 8 | |
Net other comprehensive income (loss) | (86) | 1,444 | |
Ending balance | (16,505) | (25,179) | |
Accumulated Other-than-Temporary Impairment Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (3,298) | (3,509) | |
Amounts reclassified from accumulated other comprehensive loss | 53 | 53 | |
Net other comprehensive income (loss) | 53 | 53 | |
Ending balance | (3,245) | (3,456) | |
AOCI Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (29,080) | (57,951) | |
Gains arising during period | 6,070 | 2,038 | |
Amounts reclassified from accumulated other comprehensive loss | 3,916 | 4,062 | |
Net other comprehensive income (loss) | 9,986 | 6,100 | |
Ending balance | $ (19,094) | $ (51,851) |
Debt - Summary of Debt and Capi
Debt - Summary of Debt and Capital Lease Obligations - General Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Feb. 09, 2021 | |
Debt Instrument [Line Items] | ||||
Unamortized premium | $ 1,815,000 | $ 1,888,000 | ||
$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 | 190,000,000 | 190,000,000 | ||
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] | $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 | |||
Stated interest rate (as a percent) | 5.00% | |||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 600,000,000 | |||
Stated interest rate (as a percent) | 4.50% | |||
Debt instrument, maturity date | Feb. 15, 2029 | |||
Long-term debt | $ 590,900,000 | |||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 700,000,000 | |||
Stated interest rate (as a percent) | 4.75% | |||
Debt instrument, maturity date | Oct. 15, 2027 | |||
Long-term debt | $ 692,900,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Right-of-use finance lease assets | $ 1,613 | $ 1,613 |
Property and equipment, gross | 4,984,861 | 4,978,111 |
Accumulated depreciation | (1,990,320) | (1,946,267) |
Property and equipment, net | 2,994,541 | 3,031,844 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 377,220 | 378,598 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,604,950 | 3,601,974 |
Furniture and Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 983,947 | 981,589 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 17,131 | $ 14,337 |
Notes Receivable - General Info
Notes Receivable - General Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Aggregate carrying values | $ 67,493 | $ 71,228 |
Transition adjustment | $ (1,112,726) | (1,088,105) |
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 | |
Bonds A and B Series [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Aggregate carrying values | $ 67,500 | $ 71,200 |
Credit loss reserve | $ 38,000 |
Notes Receivable - Interest Inc
Notes Receivable - Interest Income and Payment Received (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income | $ 1,381 | $ 1,370 | |
Payment received relating to notes receivables | 2,381 | ||
Notes Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income | 1,300 | 1,300 | |
Payment received relating to notes receivables | 5,100 | $ 2,800 | |
Accrued interest receivable | $ 39,600 | $ 41,000 |
Debt - Debt and Capital Lease O
Debt - Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 819 | $ 884 |
Unamortized deferred financing costs | (29,974) | (32,203) |
Unamortized premium | 1,815 | 1,888 |
Total debt | 2,937,660 | 2,936,819 |
Line of Credit [Member] | $700 Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit | 190,000 | 190,000 |
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 | 375,000 | 376,250 |
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | 800,000 | 800,000 |
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 600,000 | 600,000 |
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured debt | $ 700,000 | $ 700,000 |
Debt - Annual Maturities of Lon
Debt - Annual Maturities of Long-Term Debt Excluding Capital Lease Obligations (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 09, 2021 |
$600 Million 4.50% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 600,000,000 | ||
Secured Debt [Member] | $300 Million Term Loan A [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | 300,000,000 | ||
Secured Debt [Member] | $500 Million Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | 500,000,000 | $ 500,000,000 | |
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | 800,000,000 | ||
Senior Notes [Member] | $400 Million 5% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 400,000,000 | ||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | 600,000,000 | ||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 700,000,000 |
Debt - 400 Million 5 Senior Not
Debt - 400 Million 5 Senior Notes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Feb. 09, 2021 | |
Debt Instrument [Line Items] | |||
Loss from extinguishment of debt | $ (2,949,000) | ||
$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 | ||
Stated interest rate (as a percent) | 5.00% | ||
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 | ||
Stated interest rate (as a percent) | 4.50% |
Debt - 600 Million 4.50 Senior
Debt - 600 Million 4.50 Senior Notes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | 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 | |
Stated interest rate (as a percent) | 5.00% | |
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 600,000,000 | |
Debt instrument, maturity date | Feb. 15, 2029 | |
Stated interest rate (as a percent) | 4.50% | |
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $ 700,000,000 | |
Debt instrument, maturity date | Oct. 15, 2027 | |
Stated interest rate (as a percent) | 4.75% |
Debt - Derivative Financial Ins
Debt - Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Interest expense | $ 31,937,000 | $ 30,796,000 | |
Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in OCI on Derivative | 6,070,000 | 602,000 | |
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | (3,949,000) | (4,001,000) | |
Derivatives in Cash Flow Hedging | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Estimated reclassification from AOCI to interest expenses | 100,000 | ||
Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fair value of derivative liability | 2,900,000 | ||
Termination value in case of breach of provisions | 2,900,000 | ||
Interest rate swaps | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Estimated Fair Value Asset (Liability) Balance | 656,000 | $ (9,362,000) | |
Amount of Gain (Loss) Recognized in OCI on Derivative | 6,070,000 | 602,000 | |
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) | $ (3,949,000) | $ (4,001,000) | |
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% | ||
Derivative, maturity date | Aug. 1, 2022 | ||
Notional amount | $ 800,000,000 | ||
Estimated Fair Value Asset (Liability) Balance | $ (1,951,000) | (6,421,000) | |
Term Loan B | Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, maturity date | May 11, 2023 | ||
Term Loan B | Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.2235% | ||
Notional amount | $ 87,500,000 | ||
Estimated Fair Value Asset (Liability) Balance | $ 655,000 | (733,000) | |
Term Loan B | Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, maturity date | May 11, 2023 | ||
Term Loan B | Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.2235% | ||
Notional amount | $ 87,500,000 | ||
Estimated Fair Value Asset (Liability) Balance | $ 655,000 | (733,000) | |
Term Loan B | Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, maturity date | May 11, 2023 | ||
Term Loan B | Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.2235% | ||
Notional amount | $ 87,500,000 | ||
Estimated Fair Value Asset (Liability) Balance | $ 652,000 | (733,000) | |
Term Loan B | Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, maturity date | May 11, 2023 | ||
Term Loan B | Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Strike rate | 1.2315% | ||
Notional amount | $ 87,500,000 | ||
Estimated Fair Value Asset (Liability) Balance | 645,000 | (742,000) | |
$500 Million Term Loan B [Member] | Secured Debt [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Face amount | 500,000,000 | $ 500,000,000 | |
$800M Gaylord Rockies Term Loan [Member] | Secured Debt [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Face amount | $ 800,000,000 |
Deferred Management Rights Pr_2
Deferred Management Rights Proceeds (Details) - USD ($) $ in Millions | Oct. 01, 2012 | Mar. 31, 2022 |
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) | 3 Months Ended |
Mar. 31, 2022a | |
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 | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of lease | 10 years |
Operating lease, renewal term | 55 years |
Land in Osceola County, Florida [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of leased property | 65.3 |
Lease expiration year | 2074 |
Expiration date of lease under extension | Jan. 31, 2101 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases | ||
Operating lease cost | $ 3,536 | $ 3,127 |
Finance lease cost: | ||
Amortization of right-of-use assets | 31 | 37 |
Interest on lease liabilities | 8 | 11 |
Net lease cost | $ 3,575 | $ 3,175 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Lease Liabilities, Payments Due [Abstract] | ||
Year 1 | $ 6,972 | |
Year 2 | 6,982 | |
Year 3 | 6,744 | |
Year 4 | 6,745 | |
Year 5 | 6,867 | |
Years thereafter | 563,451 | |
Total future minimum lease payments | 597,761 | |
Less amount representing interest | (482,780) | |
Total present value of minimum payments | 114,981 | $ 113,770 |
Finance Lease Liabilities, Payments, Due [Abstract] | ||
Year 1 | 232 | |
Year 2 | 153 | |
Year 3 | 46 | |
Year 4 | 46 | |
Year 5 | 46 | |
Years thereafter | 509 | |
Total future minimum lease payments | 1,032 | |
Less amount representing interest | (213) | |
Total present value of minimum payments | $ 819 | $ 884 |
Leases - Discount Rate (Details
Leases - Discount Rate (Details) | Mar. 31, 2022 |
Weighted-average remaining lease term (years): | |
Operating leases | 47 years 7 months 6 days |
Finance leases | 10 years 10 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 | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Restricted stock award granted by Company (in shares) | 0.1 | |
Weighted-average grant-date fair value of restricted stock awards granted (in dollars per share) | $ 82.99 | |
Restricted stock award, outstanding (in shares) | 0.6 | 0.6 |
Stock Plans - Compensation Expe
Stock Plans - Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock Plans | ||
Compensation cost on stock-based compensation plans | $ 3.8 | $ 2.5 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Interest cost | $ 526 | $ 472 |
Expected return on plan assets | (1,031) | (1,019) |
Amortization of net actuarial loss | 200 | 289 |
Total net periodic pension income | $ (305) | $ (258) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provisions (Benefits) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Provision (benefit) for income taxes | $ (65) | $ 3,954 | |
Valuation allowance | $ 3,600 | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Capital contribution | $ 2,045 | $ 4,572 | ||
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 | $ 23,000 | |||
Additional possible contribution | $ 10,000 | |||
Circle [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest (as a percent) | 50.00% |
Equity - Dividends (Details)
Equity - Dividends (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
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% |
Equity - ATM Equity Distributio
Equity - ATM Equity Distribution Agreement (Details) - shares | May 27, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | |
At-the-Market Equity Distribution Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Maximum commission percent of gross sales | 2.00% | ||
Shares issued | 0 | ||
At-the-Market Equity Distribution Agreement [Member] | Maximum | |||
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 9,362 | |
Deferred compensation plan investments | $ 29,887 | 31,183 |
Total assets measured at fair value | 30,543 | 31,183 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Variable to fixed interest rate swaps | 9,362 | |
Variable to fixed interest rate swaps | 656 | |
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 | 29,887 | 31,183 |
Total assets measured at fair value | 29,887 | 31,183 |
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 | 9,362 | |
Total assets measured at fair value | 656 | |
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] | ||
Variable to fixed interest rate swaps | $ 9,362 | |
Variable to fixed interest rate swaps | $ 656 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Mar. 31, 2022 | 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 | |
Stated interest rate (as a percent) | 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 | |
Stated interest rate (as a percent) | 4.50% | |
Debt amount | $ 590,900,000 | |
Fair value of notes | 565,700,000 | |
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 | |
Stated interest rate (as a percent) | 4.75% | |
Debt amount | $ 692,900,000 | |
Fair value of notes | $ 677,400,000 |
Financial Reporting By Busine_3
Financial Reporting By Business Segments - General Information (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of business segments | 3 |
Financial Reporting By Busine_4
Financial Reporting By Business Segments - Internal Financial Reports (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenues | $ 299,135 | $ 84,175 |
Depreciation and amortization | 56,028 | 53,315 |
Preopening costs | (304) | (399) |
Gain (loss) on sale of assets | (469) | 317 |
Operating income (loss) | 7,874 | (79,557) |
Interest expense | (31,937) | (30,796) |
Interest income | 1,381 | 1,370 |
Loss on extinguishment of debt | 2,949 | |
Loss from unconsolidated joint ventures | (2,627) | (1,609) |
Loss before income taxes | (24,862) | (113,167) |
Hospitality [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenues | 261,111 | 69,802 |
Depreciation and amortization | 52,271 | 49,148 |
Operating income (loss) | 15,668 | (63,462) |
Entertainment [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenues | 38,024 | 14,373 |
Depreciation and amortization | 3,552 | 3,601 |
Operating income (loss) | 2,741 | (7,919) |
Corporate and Other [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Depreciation and amortization | 205 | 566 |
Operating income (loss) | (9,762) | (8,094) |
Notes Receivable [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Interest income | $ 1,300 | $ 1,300 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Apr. 04, 2022 | Mar. 31, 2022 |
Ryman Hospitality Properties, Inc [Member] | ||
Subsequent Event [Line Items] | ||
Retained equity interest | 99.30% | |
Subsequent event | OEG Term Loan | ||
Subsequent Event [Line Items] | ||
Face amount | $ 300 | |
Subsequent event | Term Loan A | ||
Subsequent Event [Line Items] | ||
Face amount | 300 | |
Subsequent event | OEG Attractions Holdings, LLC | Senior Secured Revolving Credit Facility | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | 50 | |
Subsequent event | OEG Attractions Holdings, LLC | Senior Secured Revolving Credit Facility | Depending on Syndication | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 65 | |
Subsequent event | OEG Attractions Holdings, LLC | Ryman Hospitality Properties, Inc [Member] | ||
Subsequent Event [Line Items] | ||
Retained equity interest | 70.00% | |
Subsequent event | OEG Attractions Holdings, LLC | Investor | ||
Subsequent Event [Line Items] | ||
Sale proceeds | $ 293 | |
Subsequent event | OEG Attractions Holdings, LLC | Investor | Achieving Certain Financial Objectives [Member] | ||
Subsequent Event [Line Items] | ||
Increase in purchase price of equity | $ 30 | |
Subsequent event | OEG Attractions Holdings, LLC | Investor | Noncontrolling Investor [Member] | ||
Subsequent Event [Line Items] | ||
Ownership percentage | 30.00% |