Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-13079 | |
Entity Registrant Name | RYMAN HOSPITALITY PROPERTIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 73-0664379 | |
Entity Address, Address Line One | One Gaylord Drive | |
Entity Address, City or Town | Nashville | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37214 | |
City Area Code | 615 | |
Local Phone Number | 316-6000 | |
Title of 12(b) Security | Common stock, par value $.01 | |
Trading Symbol | RHP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,706,488 | |
Entity Central Index Key | 0001040829 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS: | ||
Property and equipment, net | $ 3,931,077 | $ 3,171,708 |
Cash and cash equivalents - unrestricted | 508,344 | 334,194 |
Cash and cash equivalents - restricted | 105,565 | 110,136 |
Notes receivable, net | 65,532 | 67,628 |
Trade receivables, net | 105,209 | 116,836 |
Prepaid expenses and other assets | 146,359 | 134,170 |
Intangible assets, net | 128,569 | 105,951 |
Total assets | 4,990,655 | 4,040,623 |
LIABILITIES AND EQUITY: | ||
Debt and finance lease obligations | 3,380,063 | 2,862,592 |
Accounts payable and accrued liabilities | 347,087 | 385,159 |
Dividends payable | 60,972 | 14,121 |
Deferred management rights proceeds | 165,935 | 167,495 |
Operating lease liabilities | 127,687 | 125,759 |
Deferred income tax liabilities, net | 16,346 | 12,915 |
Other liabilities | 66,200 | 64,824 |
Total liabilities | 4,164,290 | 3,632,865 |
Commitments and contingencies | ||
Noncontrolling interest in consolidated joint venture | 327,649 | 311,857 |
Equity: | ||
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding | ||
Common stock, $.01 par value, 400,000 shares authorized, 59,692 and 55,167 shares issued and outstanding, respectively | 597 | 552 |
Additional paid-in capital | 1,488,329 | 1,102,733 |
Treasury stock of 648 and 648 shares, at cost | (18,467) | (18,467) |
Distributions in excess of retained earnings | (952,941) | (978,619) |
Accumulated other comprehensive loss | (19,639) | (10,923) |
Total stockholders' equity | 497,879 | 95,276 |
Noncontrolling interest in Operating Partnership | 837 | 625 |
Total equity | 498,716 | 95,901 |
Total liabilities and equity | $ 4,990,655 | $ 4,040,623 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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) | 59,692,000 | 55,167,000 |
Common stock, shares outstanding (in shares) | 59,692,000 | 55,167,000 |
Treasury Stock, Shares [Abstract] | ||
Treasury stock, shares (in shares) | 648,000 | 648,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 504,843 | $ 470,204 | $ 996,562 | $ 769,339 |
Operating expenses: | ||||
Total hotel operating expenses | 267,306 | 249,213 | 542,800 | 442,385 |
Entertainment | 57,088 | 45,670 | 108,522 | 77,401 |
Corporate | 9,885 | 12,417 | 20,479 | 21,974 |
Preopening costs | 67 | 221 | 257 | 525 |
Loss on sale of assets | 469 | |||
Depreciation and amortization | 48,257 | 56,715 | 96,614 | 112,743 |
Total operating expenses | 382,603 | 364,236 | 768,672 | 655,497 |
Operating income | 122,240 | 105,968 | 227,890 | 113,842 |
Interest expense | (49,179) | (33,958) | (91,707) | (65,895) |
Interest income | 5,318 | 1,379 | 7,865 | 2,760 |
Loss on extinguishment of debt | (2,252) | (1,547) | (2,252) | (1,547) |
Loss from unconsolidated joint ventures | (2,153) | (3,001) | (4,959) | (5,628) |
Other gains and (losses), net | (287) | (283) | (523) | 164 |
Income before income taxes | 73,687 | 68,558 | 136,314 | 43,696 |
Provision for income taxes | (3,544) | (17,634) | (5,177) | (17,569) |
Net income | 70,143 | 50,924 | 131,137 | 26,127 |
Net income attributable to noncontrolling interest in consolidated joint venture | (3,134) | (280) | (2,371) | (280) |
Net income attributable to noncontrolling interest in Operating Partnership | (466) | (360) | (903) | (184) |
Net income available to common stockholders | $ 66,543 | $ 50,284 | $ 127,863 | $ 25,663 |
Basic income per share available to common stockholders | $ 1.18 | $ 0.91 | $ 2.29 | $ 0.47 |
Diluted income per share available to common stockholders | $ 1.15 | $ 0.91 | $ 2.17 | $ 0.46 |
Rooms [Member] | ||||
Revenues: | ||||
Total revenues | $ 168,492 | $ 161,506 | $ 329,743 | $ 263,099 |
Operating expenses: | ||||
Total hotel operating expenses | 40,272 | 41,238 | 82,331 | 71,374 |
Food and Beverage [Member] | ||||
Revenues: | ||||
Total revenues | 197,908 | 188,083 | 413,712 | 300,199 |
Operating expenses: | ||||
Total hotel operating expenses | 107,026 | 97,489 | 222,207 | 168,818 |
Hotel, Other [Member] | ||||
Revenues: | ||||
Total revenues | 51,285 | 52,213 | 98,669 | 99,615 |
Operating expenses: | ||||
Total hotel operating expenses | 104,590 | 99,284 | 207,649 | 185,927 |
Management Service [Member] | ||||
Operating expenses: | ||||
Total hotel operating expenses | 15,418 | 11,202 | 30,613 | 16,266 |
Entertainment Segment [Member] | ||||
Revenues: | ||||
Total revenues | $ 87,158 | $ 68,402 | $ 154,438 | $ 106,426 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Comprehensive income, net of taxes | $ 67,719 | $ 49,626 | $ 122,421 | $ 34,815 |
Comprehensive income, net of taxes, available to common stockholders | 63,553 | 48,995 | 118,848 | 34,289 |
Consolidated Joint Venture [Member] | ||||
Comprehensive income, net of taxes, attributable to noncontrolling interest | (3,712) | (280) | (2,727) | (280) |
Operating Partnership [Member] | ||||
Comprehensive income, net of taxes, attributable to noncontrolling interest | $ (454) | $ (351) | $ (846) | $ (246) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 131,137 | $ 26,127 |
Amounts to reconcile net income to net cash flows provided by operating activities: | ||
Provision for deferred income taxes | 3,431 | 295 |
Depreciation and amortization | 96,614 | 112,743 |
Amortization of deferred financing costs | 5,307 | 4,538 |
Loss from unconsolidated joint ventures | 4,959 | 5,628 |
Stock-based compensation expense | 7,540 | 7,440 |
Changes in: | ||
Trade receivables | 26,369 | (49,250) |
Accounts payable and accrued liabilities | (66,046) | 23,934 |
Other assets and liabilities | 6,191 | (3,842) |
Net cash flows provided by operating activities | 215,502 | 127,613 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (78,173) | (24,715) |
Collection of notes receivable | 2,143 | 2,381 |
Other investing activities, net | (10,004) | 730 |
Net cash flows used in investing activities | (885,500) | (121,596) |
Cash Flows from Financing Activities: | ||
Net borrowings under revolving credit facility | (190,000) | |
Issuance of senior notes | 400,000 | |
Deferred financing costs paid | (23,679) | (14,750) |
Issuance of common stock, net | 395,444 | |
Sale of noncontrolling interest in OEG | 286,489 | |
Payment of dividends | (55,746) | (284) |
Payment of tax withholdings for share-based compensation | (4,180) | (3,885) |
Other financing activities, net | (139) | (113) |
Net cash flows provided by financing activities | 839,577 | 62,752 |
Net change in cash, cash equivalents, and restricted cash | 169,579 | 68,769 |
Cash, cash equivalents, and restricted cash, beginning of period | 444,330 | 163,000 |
Cash, cash equivalents, and restricted cash, end of period | 613,909 | 231,769 |
JW Marriott Hill Country [Member] | ||
Cash Flows from Investing Activities: | ||
Purchase, net of cash acquired | (791,466) | |
Block 21 [Member] | ||
Cash Flows from Investing Activities: | ||
Purchase, net of cash acquired | (93,992) | |
$300 Million Term Loan A [Member] | ||
Cash Flows from Financing Activities: | ||
Repayments under loan | (300,000) | |
$500 Million Term Loan B [Member] | ||
Cash Flows from Financing Activities: | ||
Borrowings under term loan | 500,000 | |
Repayments under loan | (376,250) | (2,500) |
$300M OEG Term Loan [Member] | ||
Cash Flows from Financing Activities: | ||
Borrowings under term loan | 288,000 | |
Repayments under loan | (1,500) | |
$65M OEG Revolver [Member] | ||
Cash Flows from Financing Activities: | ||
Net borrowings under revolving credit facility | 7,000 | |
Block 21 CMBS Loan [Member] | ||
Cash Flows from Financing Activities: | ||
Repayments under loan | (1,373) | (205) |
Circle [Member] | ||
Cash Flows from Investing Activities: | ||
Purchase of additional interest / Investment | $ (8,000) | $ (6,000) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet: | ||||
Cash and cash equivalents - unrestricted | $ 508,344 | $ 334,194 | $ 179,230 | |
Cash and cash equivalents - restricted | 105,565 | 110,136 | 52,539 | |
Cash, cash equivalents, and restricted cash, end of period | $ 613,909 | $ 444,330 | $ 231,769 | $ 163,000 |
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 | $ 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) | ||||||
Net income (loss) | (24,797) | ||||||||
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) | |
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) | 25,663 | ||||||||
Net loss | 184 | ||||||||
Ending balance at Jun. 30, 2022 | 552 | 1,106,955 | (18,467) | (1,062,442) | (20,392) | 6,206 | 25 | 6,231 | |
Ending balance at Jun. 30, 2022 | $ 296,236 | ||||||||
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) | |
Beginning 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] | |||||||||
Net income (loss) | 50,284 | 50,284 | 360 | 50,284 | |||||
Net income (loss) | 50,644 | ||||||||
Net income (loss) | 280 | ||||||||
Net income (loss) | 280 | ||||||||
Net loss | 360 | ||||||||
Other comprehensive income (loss), net of income taxes | (1,298) | (1,298) | (1,298) | ||||||
Sale of noncontrolling interest in OEG | (9,467) | (9,467) | 295,956 | (9,467) | |||||
Restricted stock units and stock options surrendered | 1 | (124) | (123) | (123) | |||||
Equity-based compensation expense | 3,654 | 3,654 | 3,654 | ||||||
Ending balance at Jun. 30, 2022 | 552 | 1,106,955 | (18,467) | (1,062,442) | (20,392) | 6,206 | 25 | 6,231 | |
Ending balance at Jun. 30, 2022 | 296,236 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Transition adjustment related to adoption | 552 | 1,106,955 | (18,467) | (1,062,442) | (20,392) | 6,206 | 25 | 6,231 | |
Transition adjustment related to adoption | 552 | 1,102,733 | (18,467) | (978,619) | (10,923) | 95,276 | 625 | 95,901 | |
Beginning balance at Dec. 31, 2022 | 552 | 1,102,733 | (18,467) | (978,619) | (10,923) | 95,276 | 625 | 95,901 | |
Beginning balance at Dec. 31, 2022 | 311,857 | 311,857 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 61,320 | 61,320 | 437 | ||||||
Net income (loss) | 61,757 | ||||||||
Net income (loss) | (763) | ||||||||
Adjustment of noncontrolling interest to redemption value | (8,659) | (8,659) | 8,659 | (8,659) | |||||
Other comprehensive income (loss), net of income taxes | (6,292) | (6,292) | (6,292) | ||||||
Payment of dividends | 106 | (41,900) | (41,794) | (296) | (42,090) | ||||
Restricted stock units and stock options surrendered | 1 | (4,080) | (4,079) | (4,079) | |||||
Equity-based compensation expense | 3,739 | 3,739 | 3,739 | ||||||
Ending balance at Mar. 31, 2023 | 553 | 1,093,839 | (18,467) | (959,199) | (17,215) | 99,511 | 766 | 100,277 | |
Ending balance at Mar. 31, 2023 | 319,753 | ||||||||
Beginning balance at Dec. 31, 2022 | 552 | 1,102,733 | (18,467) | (978,619) | (10,923) | 95,276 | 625 | 95,901 | |
Beginning balance at Dec. 31, 2022 | 311,857 | 311,857 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 127,863 | ||||||||
Net income (loss) | 2,371 | ||||||||
Net loss | 903 | ||||||||
Ending balance at Jun. 30, 2023 | 597 | 1,488,329 | (18,467) | (952,941) | (19,639) | 497,879 | 837 | 498,716 | |
Ending balance at Jun. 30, 2023 | 327,649 | 327,649 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Transition adjustment related to adoption | 553 | 1,093,839 | (18,467) | (959,199) | (17,215) | 99,511 | 766 | 100,277 | |
Beginning balance at Mar. 31, 2023 | 553 | 1,093,839 | (18,467) | (959,199) | (17,215) | 99,511 | 766 | 100,277 | |
Beginning balance at Mar. 31, 2023 | 319,753 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 66,543 | 66,543 | 466 | 66,543 | |||||
Net income (loss) | 67,009 | ||||||||
Net income (loss) | 3,134 | ||||||||
Net income (loss) | 3,134 | ||||||||
Net loss | 466 | ||||||||
Adjustment of noncontrolling interest to redemption value | (4,762) | (4,762) | 4,762 | (4,762) | |||||
Other comprehensive income (loss), net of income taxes | (2,424) | (2,424) | (2,424) | ||||||
Issuance of common stock, net | 44 | 395,400 | 395,444 | 395,444 | |||||
Payment of dividends | 154 | (60,285) | (60,131) | (395) | (60,526) | ||||
Restricted stock units and stock options surrendered | (103) | (103) | (103) | ||||||
Equity-based compensation expense | 3,801 | 3,801 | 3,801 | ||||||
Ending balance at Jun. 30, 2023 | 597 | 1,488,329 | (18,467) | (952,941) | (19,639) | 497,879 | 837 | 498,716 | |
Ending balance at Jun. 30, 2023 | $ 327,649 | 327,649 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Transition adjustment related to adoption | $ 597 | $ 1,488,329 | $ (18,467) | $ (952,941) | $ (19,639) | $ 497,879 | $ 837 | $ 498,716 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Equity (Deficit) And Noncontrolling Interest (Parenthetical) - $ / shares | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Statement of Stockholders' Equity (Deficit) And Noncontrolling Interest [Abstract] | ||
Dividend amount for current period (in dollars per share) | $ 1 | $ 0.75 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Basis of Presentation | |
Basis of Presentation | 1. BASIS OF PRESENTATION: On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a real estate investment trust (“REIT”) for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These five resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). The Company’s other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National, and effective June 30, 2023, the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”). See Note 2, “JW Marriott Hill Country Transaction” for further disclosure. The Company also owns a controlling 70% equity interest in a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group, which the Company reports as its Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; two Nashville-based assets – the Wildhorse Saloon and the General Jackson Showboat; and as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”). See Note 3, “Block 21 Transaction,” for further disclosure regarding Block 21. Opry Entertainment Group 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”). As further disclosed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, on June 16, 2022, the Company and certain of its subsidiaries, including OEG Attractions Holdings, LLC (“OEG”), which directly or indirectly owns the assets that comprise the Company’s Entertainment segment, consummated the transactions contemplated by an investment agreement with Atairos Group, Inc. (“Atairos”) and A-OEG Holdings, LLC, an affiliate of Atairos (the “OEG Investor”), pursuant to which OEG issued and sold to the OEG Investor, and the OEG Investor acquired, 30% of the equity interests of OEG for approximately $296.0 million (the “OEG Transaction”). The Company retains a controlling 70% equity interest in OEG and continues to consolidate the assets, liabilities and results of operations of OEG in the accompanying condensed consolidated financial statements. The portion of OEG that the Company does not own is recorded as noncontrolling interest in consolidated joint venture, which is classified as mezzanine equity in the accompanying condensed consolidated balance sheet, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statement of equity (deficit) and noncontrolling interest. See Note 5, “Income Per Share,” for further disclosure. The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations. The Company principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality, Entertainment, and Corporate and Other. Newly Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, “ Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform – Deferral of the Sunset Date of Topic 848 |
JW Marriott Hill Country Transa
JW Marriott Hill Country Transaction | 6 Months Ended |
Jun. 30, 2023 | |
JW Marriott Hill Country [Member] | |
Asset Acquisition, Contingent Consideration [Line Items] | |
JW Marriott Hill Country Transaction | 2. JW MARRIOTT HILL COUNTRY TRANSACTION: On June 30, 2023, the Company purchased JW Marriott Hill Country for approximately $800 million. Located amid approximately 600 acres in the Texas Hill Country region outside of San Antonio, JW Marriott Hill Country, which opened in 2010, is a premier group-oriented resort with 1,002 rooms and 268,000 total square feet of indoor and outdoor meeting and event space. The resort’s amenities include a 26,000 square foot spa; eight food and beverage outlets; a 9-acre water experience; and TPC San Antonio, which features two 18-hole golf courses. The Company funded the purchase price with approximately $395 million in net proceeds of an underwritten registered public offering of approximately 4.4 million shares of the Company’s common stock (see Note 16, “Equity”), approximately $393 million in net proceeds of a private placement of $400 million aggregate principal amount of 7.25% senior notes due 2028 (see Note 9, “Debt”) and cash on hand. JW Marriott Hill Country assets are reflected in the Company’s Hospitality segment beginning June 30, 2023. The Company performed a valuation of the fair value of the acquired assets and liabilities as of June 30, 2023. The valuations of the various components of property and equipment were determined principally based on the cost approach, which uses assumptions regarding replacement values from established indices. The valuation of intangible assets was based on various methods to evaluate the values of advanced bookings previously received for the hotel and the values of golf memberships and water rights for the golf course. The Company considers each of these estimates as Level 3 fair value measurements. The Company determined that the acquisition represents an asset acquisition and has capitalized transaction costs and allocated the purchase price to the relative fair values of assets, intangibles acquired and liabilities assumed, adjusted for working capital adjustments as set forth in the purchase agreement and transaction costs, in the Company’s balance sheet at June 30, 2023 as follows (amounts in thousands): Property and equipment $ 772,821 Cash and cash equivalents - unrestricted 12,690 Cash and cash equivalents - restricted 5,477 Trade receivables 14,743 Prepaid expenses and other assets 3,953 Intangible assets 25,097 Total assets acquired 834,781 Accounts payable and accrued liabilities (25,148) Total liabilities assumed (25,148) Net assets acquired $ 809,633 |
Block 21 Transaction
Block 21 Transaction | 6 Months Ended |
Jun. 30, 2023 | |
Block 21 [Member] | |
Business Acquisition [Line Items] | |
Block 21 Transaction | 3. BLOCK 21 TRANSACTION: As further disclosed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, on May 31, 2022, the Company purchased Block 21 for a stated purchase price of $260 million, as subsequently adjusted to $255 million pursuant to the terms of the purchase agreement, which includes the assumption of approximately $136 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, which Marriott manages, the 3TEN at ACL Live club and approximately 53,000 square feet of other Class A commercial space. The Company funded the cash portion of the purchase price with cash on hand and borrowings under its revolving credit facility. The acquisition was accounted for as a business combination, given the different nature of the principal operations acquired (a hotel and an entertainment venue). Block 21 assets are reflected in the Company’s Entertainment segment as of May 31, 2022. During the first quarter of 2023, the Company concluded its valuation of the fair value of the acquired assets and liabilities as of May 31, 2022, and no significant changes were made to the provisional amounts disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2023 | |
Revenues | |
Revenues | 4. 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 Six Months Ended June 30, June 30, 2023 2022 2023 2022 Hotel group rooms $ 120,334 $ 110,464 $ 240,847 $ 172,942 Hotel transient rooms 48,158 51,042 88,896 90,157 Hotel food and beverage - banquets 138,662 130,510 299,161 203,334 Hotel food and beverage - outlets 59,246 57,573 114,551 96,865 Hotel other 51,285 52,213 98,669 99,615 Entertainment admissions/ticketing 34,103 26,733 56,259 42,282 Entertainment food and beverage 28,641 24,036 52,707 38,397 Entertainment produced content 960 1,091 2,094 2,559 Entertainment retail and other 23,454 16,542 43,378 23,188 Total revenues $ 504,843 $ 470,204 $ 996,562 $ 769,339 The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Gaylord Opryland $ 110,475 $ 105,497 $ 222,281 $ 179,016 Gaylord Palms 73,829 68,289 158,375 128,137 Gaylord Texan 81,479 77,665 167,877 134,301 Gaylord National 77,014 72,223 149,786 104,810 Gaylord Rockies 67,127 70,755 131,174 105,542 AC Hotel 3,401 3,261 5,612 4,868 Inn at Opryland and other 4,360 4,112 7,019 6,239 Total Hospitality segment revenues $ 417,685 $ 401,802 $ 842,124 $ 662,913 The majority of the Company’s Entertainment segment revenues are concentrated in Nashville, Tennessee and Austin, Texas. The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms and advanced ticketing at its OEG venues. At June 30, 2023 and December 31, 2022, the Company had $161.7 million and $136.5 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, 2022, approximately $87.7 million was recognized in revenue during the six months ended June 30, 2023. |
Income Per Share
Income Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Numerator: | |
Income Per Share | 5. INCOME PER SHARE: The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net income available to common stockholders $ 66,543 $ 50,284 $ 127,863 $ 25,663 Net income attributable to noncontrolling interest in consolidated joint venture 3,134 280 2,371 — Net income available to common stockholders - if-converted method $ 69,677 $ 50,564 $ 130,234 $ 25,663 Denominator: Weighted average shares outstanding - basic 56,329 55,150 55,759 55,118 Effect of dilutive stock-based compensation 232 170 256 203 Effect of dilutive put rights 3,928 542 3,958 — Weighted average shares outstanding - diluted 60,489 55,862 59,973 55,321 Basic income per share available to common stockholders $ 1.18 $ 0.91 $ 2.29 $ 0.47 Diluted income per share available to common stockholders $ 1.15 $ 0.91 $ 2.17 $ 0.46 As more fully discussed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, although currently not exercisable, the OEG Investor has certain put rights (the “OEG Put Rights”) to require the Company to purchase the OEG Investor’s equity interest in OEG, which the Company may pay in cash or Company stock, at the Company’s option. The Company calculated potential dilution for the OEG Put Rights based on the if-converted method, which assumes the OEG Put Rights were converted on the first day of the period or the date of issuance and the OEG Investor’s noncontrolling equity interest was redeemed in exchange for shares of the Company’s common stock. The operating partnership units (“OP Units”) held by the noncontrolling interest holders in RHP Hotel Properties, LP (the “Operating Partnership”) have been excluded from the denominator of the diluted income per share calculation for the three and six months ended June 30, 2023 and 2022 as there would be no effect on the calculation of diluted income per share because the income attributable to the OP Units held by the noncontrolling interest holders would also be subtracted to derive net income available to common stockholders. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2023 | |
Equity | |
Accumulated Other Comprehensive Loss | 6. 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 13, “Pension Plans,” interest rate derivatives designated as cash flow hedges related to the Company’s outstanding debt as discussed in Note 9, “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 8, “Notes Receivable,” to the condensed consolidated financial statements included herein. Changes in accumulated other comprehensive loss by component for the six months ended June 30, 2023 and 2022 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2022 $ (18,021) $ (3,087) $ 10,185 $ (10,923) Gains arising during period — — 1,467 1,467 Amounts reclassified from accumulated other comprehensive loss (131) 104 (10,156) (10,183) Net other comprehensive income (loss) (131) 104 (8,689) (8,716) Balance, June 30, 2023 $ (18,152) $ (2,983) $ 1,496 $ (19,639) 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 (losses) arising during period (6,437) — 8,189 1,752 Amounts reclassified from accumulated other comprehensive loss 707 105 6,124 6,936 Net other comprehensive income (loss) (5,730) 105 14,313 8,688 Balance, June 30, 2022 $ (22,149) $ (3,193) $ 4,950 $ (20,392) |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment | |
Property and Equipment | 7. PROPERTY AND EQUIPMENT: Property and equipment, including right-of-use finance lease assets, at June 30, 2023 and December 31, 2022 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands): June 30, December 31, 2023 2022 Land and land improvements $ 592,113 $ 443,469 Buildings 4,363,387 3,785,968 Furniture, fixtures and equipment 1,112,397 1,015,078 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 78,690 50,312 6,148,200 5,296,440 Accumulated depreciation and amortization (2,217,123) (2,124,732) Property and equipment, net $ 3,931,077 $ 3,171,708 |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Notes Receivable | |
Notes Receivable | 8. NOTES RECEIVABLE: As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, 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 $65.5 million and $67.6 million at June 30, 2023 and December 31, 2022, respectively, net of credit loss reserve of $38.0 million at each of June 30, 2023 and December 31, 2022. 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 June 30, 2023 and 2022, the Company recorded interest income of $1.3 million on these bonds. During the six months ended June 30, 2023 and 2022, the Company recorded interest income of $2.5 million and $2.7 million, respectively, on these bonds. The Company received payments of $4.7 million and $5.1 million during the six months ended June 30, 2023 and 2022, respectively, relating to these bonds. At June 30, 2023 and December 31, 2022, before consideration of the credit loss reserve, the Company had accrued interest receivable related to these bonds of $41.1 million and $41.0 million, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt | |
Debt | 9. DEBT: The Company’s debt and finance lease obligations at June 30, 2023 and December 31, 2022 consisted of (in thousands): June 30, December 31, 2023 2022 $700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027 $ — $ — $500M Term Loan B, interest at SOFR plus 2.75%, maturing May 18, 2030 498,750 371,250 $400M Senior Notes, interest at 7.25%, maturing July 15, 2028 400,000 — $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 SOFR plus 2.50%, maturing July 2, 2024 800,000 800,000 $300M OEG Term Loan, interest at SOFR plus 5.00%, maturing June 16, 2029 297,750 299,250 $65M OEG Revolver, interest at SOFR plus 4.75%, maturing June 16, 2027 7,000 — Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026 133,263 134,636 Finance lease obligations 744 685 Unamortized deferred financing costs (41,998) (30,482) Unamortized discounts and premiums, net (15,446) (12,747) Total debt $ 3,380,063 $ 2,862,592 Amounts due within one year of the balance sheet date consist of the amortization payments for the $500 million term loan B of 1.0% of the original principal balance, amortization payments for the $300 million OEG term loan of 1.0% of the original principal balance, and amortization of the Block 21 CMBS loan based on a 30-year amortization. The Gaylord Rockies term loan has two, one-year extension options remaining, subject to certain requirements in the Gaylord Rockies term loan. At June 30, 2023, there were no defaults under the covenants related to the Company’s outstanding debt. Credit Facility On May 18, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, as a guarantor, its subsidiary RHP Hotel Properties, LP (the “Borrower”), 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 Credit Agreement provides a $700 million revolving credit facility (the “Revolver”) and $500 million term loan B (the “Term Loan B”), as well as an accordion feature that will allow Borrower to increase the facilities following the closing date by an aggregate total of up to $475 million, which may be allocated between the Revolver and the Term Loan B at the option of the Borrower. The Revolver replaced the Company’s previous $700 million revolving credit facility, and a portion of the proceeds of the Term Loan B were used to repay in full the approximately $370 million balance of the Company’s previous term loan B. The Revolver was undrawn at closing. Borrowings under the Revolver under the Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) Adjusted Term SOFR plus the applicable margin ranging from 1.40% to 2.00% , dependent upon the Company’s funded debt to total asset value ratio (as defined in the Credit Agreement), (ii) Adjusted Daily Simple SOFR plus the applicable margin ranging from 1.40% to 2.00% , dependent upon the Company’s funded debt to total asset value ratio (as defined in the Credit Agreement) or (iii) a base rate as set forth in the Credit Agreement plus the applicable margin ranging from 0.40% to 1.00% , dependent upon the Company’s funded debt to total asset value ratio (as defined in the Credit Agreement). Borrowings under the Term Loan B bear interest at an annual rate equal to, at the Company’s option, (i) Term SOFR plus 2.75% , (ii) Daily Simple SOFR plus 2.75% or (iii) a base rate as set forth in the Credit Agreement plus 1.75% . The Revolver matures on May 18, 2027 , with the option to extend the maturity date for a maximum of one additional year through either (i) a single 12-month extension option or (ii) two individual 6-month extensions, and the Term Loan B matures on May 18, 2030 . The Revolver and the Term Loan B are subject to certain events of default which can be triggered by failing to meet customary financial covenants. If an event of default shall occur and be continuing, the principal amount outstanding under the Revolver and Term Loan B, together with all accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. $400 Million 7.25% Senior Notes due 2028 On June 22, 2023, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $400.0 million in aggregate principal amount of senior notes due 2028 (the “ $ Million Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $ Million Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $ Senior Notes have a maturity date of and bear interest at 7.25% per annum, payable semi-annually in cash in arrears on January 15 and July 15 each year, beginning on January 15, 2024. The $ Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the Company’s $ million in aggregate principal amount of senior notes due 2027 and $600 million in aggregate principal amount of 4.50% senior notes due 2029, and senior in right of payment to future subordinated indebtedness, if any. The $ Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $ Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $ Senior Notes. The net proceeds from the issuance of the $ Senior Notes totaled approximately $ million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used these proceeds to pay a portion of the purchase price for JW Marriott Hill Country discussed in Note 2. The $ Senior Notes are redeemable before July 15, 2025, in whole or in part, at , plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $ Senior Notes will be redeemable, in whole or in part, at any time on or after July 15, 2025 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is , , and beginning on July 15 of 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. Interest Rate Derivatives The Company has entered into or previously entered into interest rate swaps to manage interest rate risk associated with the Company’s previous term loan B, the Gaylord Rockies $800 million term loan and the $300 million OEG term loan. Each swap has been designated as a cash flow hedge whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. The Company does not use derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges. For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $2.2 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 June 30, 2023 and December 31, 2022 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional June 30, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2023 2022 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ - $ 1,096 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 87,500 - 1,096 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 87,500 - 1,096 Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 87,500 - 1,093 Gaylord Rockies Term Loan Interest Rate Swap 3.3410% 1-month LIBOR August 1, 2023 800,000 1,276 6,969 Gaylord Rockies Term Loan (1) Interest Rate Swap 5.2105% Daily SOFR July 2, 2024 800,000 197 - OEG Term Loan Interest Rate Swap 4.5330% 3-month SOFR December 18, 2025 100,000 23 (1,164) $ 1,496 $ 10,186 (1) Interest rate swap is effective August 1, 2023. Derivative financial instruments in an asset position are included in prepaid expenses and other assets, and those in a liability position are included in other liabilities in the accompanying condensed consolidated balance sheets. The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands): Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI Reclassified from Accumulated on Derivative Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended June 30, Accumulated OCI June 30, 2023 2022 into Income (Expense) 2023 2022 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 2,477 $ 2,119 Interest expense $ 4,888 $ (2,175) Total derivatives $ 2,477 $ 2,119 $ 4,888 $ (2,175) Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI on Reclassified from Accumulated Derivative Location of Gain (Loss) OCI into Income (Expense) Six Months Ended Reclassified from Six Months Ended June 30, Accumulated OCI June 30, 2023 2022 into Income (Expense) 2023 2022 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 1,467 $ 8,189 Interest expense $ 10,156 $ (6,124) Total derivatives $ 1,467 $ 8,189 $ 10,156 $ (6,124) Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended June 30, 2023 and 2022 was $49.2 million and $34.0 million, respectively, and for the six months ended June 30, 2023 and 2022 was $91.7 million and $65.9 million, respectively. As of June 30, 2023, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. 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 | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Management Rights Proceeds | |
Deferred Management Rights Proceeds | 10. DEFERRED MANAGEMENT RIGHTS PROCEEDS: On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord Hotels properties (the “Management Rights”) to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property. The Company allocated $190.0 million of the purchase price to the Management Rights, based on the Company’s estimates of the fair values for the respective components. For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight-line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Leases | 11. LEASES: The Company is a lessee of a 65.3-acre site in Osceola County, Florida on which Gaylord Palms is located; building or land leases for Ole Red Gatlinburg, Ole Red Orlando, Ole Red Tishomingo, Ole Red Nashville International Airport and Ole Red Las Vegas; and various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074, which may be extended through January 2101 five five The terms of the Gaylord Palms lease include variable lease payments based upon net revenues at Gaylord Palms, and certain other of the Company’s leases include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As the discount rate implicit in the Company’s operating leases is not readily determinable, the Company applies judgments related to the determination of the discount rates used to calculate the lease liability as required by Accounting Standards Codification Topic 842, “ Leases The Company’s lease costs for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Operating lease cost $ 4,431 $ 3,809 $ 9,088 $ 7,345 Finance lease cost: Amortization of right-of-use assets 30 30 61 61 Interest on lease liabilities 6 10 12 18 Net lease cost $ 4,467 $ 3,849 $ 9,161 $ 7,424 Future minimum lease payments under non-cancelable leases at June 30, 2023 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 9,176 $ 194 Year 2 9,112 106 Year 3 8,957 81 Year 4 8,986 49 Year 5 9,002 47 Years thereafter 560,604 451 Total future minimum lease payments 605,837 928 Less amount representing interest (478,150) (184) Total present value of minimum payments $ 127,687 $ 744 Weighted-average remaining lease term: Operating leases 43.5 years Finance leases 10.5 years Weighted-average discount rate: Operating leases 7.0 % Finance leases 3.7 % |
Stock Plans
Stock Plans | 6 Months Ended |
Jun. 30, 2023 | |
Stock Plans | |
Stock Plans | 12. STOCK PLANS: During the six months ended June 30, 2023, the Company granted 0.2 million restricted stock units with a weighted-average grant date fair value of $87.13 per unit. There were 0.6 million restricted stock units outstanding at each of June 30, 2023 and December 31, 2022. Compensation expense for the Company’s stock-based compensation plans was $3.8 million and $3.7 million for the three months ended June 30, 2023 and 2022, respectively, and $7.5 million and $7.4 million for the six months ended June 30, 2023 and 2022, respectively |
Pension Plans
Pension Plans | 6 Months Ended |
Jun. 30, 2023 | |
Pension Plans | |
Pension Plans | 13. PENSION PLANS: Net periodic pension expense reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Interest cost $ 825 $ 540 $ 1,650 $ 1,066 Expected return on plan assets (729) (1,031) (1,459) (2,062) Amortization of net actuarial loss 228 223 456 423 Net settlement loss — 853 — 853 Total net periodic pension expense $ 324 $ 585 $ 647 $ 280 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | 14. INCOME TAXES: The Company elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company is not subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company continues to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”). For the three months ended June 30, 2023 and 2022, the Company recorded an income tax provision of $3.5 million and $17.6 million, respectively, related to its TRSs. For the six months ended June 30, 2023 and 2022, the Company recorded an income tax provision of $5.2 million and $17.6 million, respectively, related to its TRSs. The decrease in the income tax provision for the three and six months ended June 30, 2023, as compared to the same periods in the prior year, primarily relates to a decrease in income at the Company’s TRSs. At June 30, 2023 and December 31, 2022, the Company had no unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES: The Company has entered into limited repayment and carry guaranties related to the Second Amended and Restated Loan Agreement, as amended, related to Gaylord Rockies (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 and (ii) customary non-recourse carve-outs. In connection with the purchase of Block 21, the Company provided (i) limited guarantees to the Block 21 lenders under the Block 21 CMBS Loan via a guaranty agreement, a guaranty of completion agreement and an environmental indemnity, and (ii) a letter of credit drawable by the Block 21 lenders in the event of a default of the Block 21 CMBS Loan. In April 2019, a subsidiary of the Company acquired a 50% equity interest in Circle and has made capital contributions of $39.0 million through June 30, 2023. In addition, the Company intends to contribute up to an additional $4.2 million through December 31, 2023 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 | 6 Months Ended |
Jun. 30, 2023 | |
Equity | |
Equity | 16. EQUITY Equity Offering In June 2023, the Company completed an underwritten public offering of approximately 4.4 million shares of its common stock, par value $0.01 per share, at a price to the public of $93.25 per share. Net proceeds to the Company, after deducting underwriting discounts and commissions and other expenses paid by the Company, were approximately $395 million. The Company used these proceeds to pay a portion of the purchase price for JW Marriott Hill Country discussed in Note 2. Dividends On February 23, 2023, the Company’s board of directors declared the Company’s first quarter 2023 cash dividend in the amount of $0.75 per share of common stock, or an aggregate of approximately $41.7 million in cash, which was paid on April 17, 2023 to stockholders of record as of the close of business on March 31, 2023. On May 3, 2023, the Company’s board of directors declared the Company’s second quarter 2023 cash dividend in the amount of $1.00 per share of common stock, or an aggregate of approximately $60.1 million in cash, which was paid on July 17, 2023 to stockholders of record as of the close of business on June 30, 2023. Any future dividend is subject to the Company’s board of directors’ determination as to the amount of distributions and the timing thereof. Noncontrolling Interest in the Operating Partnership The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. At June 30, 2023, 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 sheets. 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 Credit Agreement. Net proceeds which are not used for the repayment of outstanding indebtedness (to the extent then permitted by the Credit Agreement) may be used for general corporate purposes. No shares were issued under the ATM Agreement during the six months ended June 30, 2023. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 17. FAIR VALUE MEASUREMENTS: The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The investments held by the Company in connection with its deferred compensation plan consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1. The Company’s interest rate swaps consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company determines the fair value of these swap contracts based on a widely accepted valuation methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows, using interest rates derived from observable market interest rate curves and volatilities, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, these swap contracts have been classified as Level 2. The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument. The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, were as follows (in thousands): Markets for Observable Unobservable June 30, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 31,224 $ 31,224 $ — $ — Variable to fixed interest rate swaps 1,496 — 1,496 — Total assets measured at fair value $ 32,720 $ 31,224 $ 1,496 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 29,245 $ 29,245 $ — $ — Variable to fixed interest rate swaps 11,350 — 11,350 — Total assets measured at fair value $ 40,595 $ 29,245 $ 11,350 $ — Variable to fixed interest rate swaps $ 1,164 $ — $ 1,164 $ — Total liabilities measured at fair value $ 1,164 $ — $ 1,164 $ — The remainder of the assets and liabilities held by the Company at June 30, 2023 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 June 30, 2023 was $592.4 million, net of unamortized deferred financing costs (“DFCs”). The fair value of these notes, based upon quoted market prices (Level 1), was $531.6 million at June 30, 2023. The Company has outstanding $700.0 million in aggregate principal amount of $700 million 4.75% senior notes. The carrying value of these notes at June 30, 2023 was $694.3 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was $652.0 million at June 30, 2023. |
Financial Reporting By Business
Financial Reporting By Business Segments | 6 Months Ended |
Jun. 30, 2023 | |
Financial Reporting By Business Segments | |
Financial Reporting By Business Segments | 18. FINANCIAL REPORTING BY BUSINESS SEGMENTS: The Company’s operations are organized into three principal business segments: ● Hospitality , which includes the Gaylord Hotels properties, JW Marriott Hill Country (effective June 30, 2023), the Inn at Opryland and the AC Hotel; ● Entertainment , which includes the OEG business, specifically the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Block 21, 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 Six Months Ended June 30, June 30, 2023 2022 2023 2022 Revenues: Hospitality $ 417,685 $ 401,802 $ 842,124 $ 662,913 Entertainment 87,158 68,402 154,438 106,426 Corporate and Other — — — — Total $ 504,843 $ 470,204 $ 996,562 $ 769,339 Depreciation and amortization: Hospitality $ 42,646 $ 52,016 $ 85,521 $ 104,287 Entertainment 5,402 4,492 10,667 8,044 Corporate and Other 209 207 426 412 Total $ 48,257 $ 56,715 $ 96,614 $ 112,743 Operating income (loss): Hospitality $ 107,733 $ 100,573 $ 213,803 $ 116,241 Entertainment 24,668 18,240 35,249 20,981 Corporate and Other (10,094) (12,624) (20,905) (22,386) Preopening costs (67) (221) (257) (525) Loss on sale of assets — — — (469) Total operating income 122,240 105,968 227,890 113,842 Interest expense (49,179) (33,958) (91,707) (65,895) Interest income 5,318 1,379 7,865 2,760 Loss on extinguishment of debt (2,252) (1,547) (2,252) (1,547) Loss from unconsolidated joint ventures (2,153) (3,001) (4,959) (5,628) Other gains and (losses), net (287) (283) (523) 164 Income before income taxes $ 73,687 $ 68,558 $ 136,314 $ 43,696 June 30, December 31, 2023 2022 Total assets: Hospitality $ 4,021,742 $ 3,314,444 Entertainment 529,764 502,913 Corporate and Other 439,149 223,266 Total identifiable assets $ 4,990,655 $ 4,040,623 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Basis of Presentation | |
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 and advanced ticketing at its OEG venues. |
Newly Issued Accounting Standards | Newly Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, “ Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform – Deferral of the Sunset Date of Topic 848 |
JW Marriott Hill Country Tran_2
JW Marriott Hill Country Transaction (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
JW Marriott Hill Country [Member] | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Summary of Net Assets Acquired | The Company determined that the acquisition represents an asset acquisition and has capitalized transaction costs and allocated the purchase price to the relative fair values of assets, intangibles acquired and liabilities assumed, adjusted for working capital adjustments as set forth in the purchase agreement and transaction costs, in the Company’s balance sheet at June 30, 2023 as follows (amounts in thousands): Property and equipment $ 772,821 Cash and cash equivalents - unrestricted 12,690 Cash and cash equivalents - restricted 5,477 Trade receivables 14,743 Prepaid expenses and other assets 3,953 Intangible assets 25,097 Total assets acquired 834,781 Accounts payable and accrued liabilities (25,148) Total liabilities assumed (25,148) Net assets acquired $ 809,633 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenues | |
Revenues Disaggregated by Major Source | The Company’s revenues disaggregated by major source are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Hotel group rooms $ 120,334 $ 110,464 $ 240,847 $ 172,942 Hotel transient rooms 48,158 51,042 88,896 90,157 Hotel food and beverage - banquets 138,662 130,510 299,161 203,334 Hotel food and beverage - outlets 59,246 57,573 114,551 96,865 Hotel other 51,285 52,213 98,669 99,615 Entertainment admissions/ticketing 34,103 26,733 56,259 42,282 Entertainment food and beverage 28,641 24,036 52,707 38,397 Entertainment produced content 960 1,091 2,094 2,559 Entertainment retail and other 23,454 16,542 43,378 23,188 Total revenues $ 504,843 $ 470,204 $ 996,562 $ 769,339 |
Hospitality Segment Revenues Disaggregated by Location | The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Gaylord Opryland $ 110,475 $ 105,497 $ 222,281 $ 179,016 Gaylord Palms 73,829 68,289 158,375 128,137 Gaylord Texan 81,479 77,665 167,877 134,301 Gaylord National 77,014 72,223 149,786 104,810 Gaylord Rockies 67,127 70,755 131,174 105,542 AC Hotel 3,401 3,261 5,612 4,868 Inn at Opryland and other 4,360 4,112 7,019 6,239 Total Hospitality segment revenues $ 417,685 $ 401,802 $ 842,124 $ 662,913 |
Income Per Share (Tables)
Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Numerator: | |
Weighted Average Number of Common Shares Outstanding | The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net income available to common stockholders $ 66,543 $ 50,284 $ 127,863 $ 25,663 Net income attributable to noncontrolling interest in consolidated joint venture 3,134 280 2,371 — Net income available to common stockholders - if-converted method $ 69,677 $ 50,564 $ 130,234 $ 25,663 Denominator: Weighted average shares outstanding - basic 56,329 55,150 55,759 55,118 Effect of dilutive stock-based compensation 232 170 256 203 Effect of dilutive put rights 3,928 542 3,958 — Weighted average shares outstanding - diluted 60,489 55,862 59,973 55,321 Basic income per share available to common stockholders $ 1.18 $ 0.91 $ 2.29 $ 0.47 Diluted income per share available to common stockholders $ 1.15 $ 0.91 $ 2.17 $ 0.46 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity | |
Summary of Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss by component for the six months ended June 30, 2023 and 2022 consisted of the following (in thousands): Other-Than- Minimum Temporary Pension Impairment of Interest Rate Liability Investment Derivatives Total Balance, December 31, 2022 $ (18,021) $ (3,087) $ 10,185 $ (10,923) Gains arising during period — — 1,467 1,467 Amounts reclassified from accumulated other comprehensive loss (131) 104 (10,156) (10,183) Net other comprehensive income (loss) (131) 104 (8,689) (8,716) Balance, June 30, 2023 $ (18,152) $ (2,983) $ 1,496 $ (19,639) 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 (losses) arising during period (6,437) — 8,189 1,752 Amounts reclassified from accumulated other comprehensive loss 707 105 6,124 6,936 Net other comprehensive income (loss) (5,730) 105 14,313 8,688 Balance, June 30, 2022 $ (22,149) $ (3,193) $ 4,950 $ (20,392) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment | |
Property and Equipment | Property and equipment, including right-of-use finance lease assets, at June 30, 2023 and December 31, 2022 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands): June 30, December 31, 2023 2022 Land and land improvements $ 592,113 $ 443,469 Buildings 4,363,387 3,785,968 Furniture, fixtures and equipment 1,112,397 1,015,078 Right-of-use finance lease assets 1,613 1,613 Construction-in-progress 78,690 50,312 6,148,200 5,296,440 Accumulated depreciation and amortization (2,217,123) (2,124,732) Property and equipment, net $ 3,931,077 $ 3,171,708 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt | |
Summary of Debt and Finance Lease Obligations | The Company’s debt and finance lease obligations at June 30, 2023 and December 31, 2022 consisted of (in thousands): June 30, December 31, 2023 2022 $700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027 $ — $ — $500M Term Loan B, interest at SOFR plus 2.75%, maturing May 18, 2030 498,750 371,250 $400M Senior Notes, interest at 7.25%, maturing July 15, 2028 400,000 — $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 SOFR plus 2.50%, maturing July 2, 2024 800,000 800,000 $300M OEG Term Loan, interest at SOFR plus 5.00%, maturing June 16, 2029 297,750 299,250 $65M OEG Revolver, interest at SOFR plus 4.75%, maturing June 16, 2027 7,000 — Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026 133,263 134,636 Finance lease obligations 744 685 Unamortized deferred financing costs (41,998) (30,482) Unamortized discounts and premiums, net (15,446) (12,747) Total debt $ 3,380,063 $ 2,862,592 |
Schedule of Fair Value of the Company's Derivative Financial Instruments | The estimated fair value of the Company’s derivative financial instruments at June 30, 2023 and December 31, 2022 is as follows (in thousands): Estimated Fair Value Asset (Liability) Balance Strike Notional June 30, December 31, Hedged Debt Type Rate Index Maturity Date Amount 2023 2022 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 $ 87,500 $ - $ 1,096 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 87,500 - 1,096 Term Loan B Interest Rate Swap 1.2235% 1-month LIBOR May 11, 2023 87,500 - 1,096 Term Loan B Interest Rate Swap 1.2315% 1-month LIBOR May 11, 2023 87,500 - 1,093 Gaylord Rockies Term Loan Interest Rate Swap 3.3410% 1-month LIBOR August 1, 2023 800,000 1,276 6,969 Gaylord Rockies Term Loan (1) Interest Rate Swap 5.2105% Daily SOFR July 2, 2024 800,000 197 - OEG Term Loan Interest Rate Swap 4.5330% 3-month SOFR December 18, 2025 100,000 23 (1,164) $ 1,496 $ 10,186 |
Summary of Effect of Derivative Financial Instruments on the Accompanying Consolidated Statements of Operations | The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands): Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI Reclassified from Accumulated on Derivative Location of Gain (Loss) OCI into Income (Expense) Three Months Ended Reclassified from Three Months Ended June 30, Accumulated OCI June 30, 2023 2022 into Income (Expense) 2023 2022 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 2,477 $ 2,119 Interest expense $ 4,888 $ (2,175) Total derivatives $ 2,477 $ 2,119 $ 4,888 $ (2,175) Amount of Gain (Loss) Amount of Gain (Loss) Recognized in OCI on Reclassified from Accumulated Derivative Location of Gain (Loss) OCI into Income (Expense) Six Months Ended Reclassified from Six Months Ended June 30, Accumulated OCI June 30, 2023 2022 into Income (Expense) 2023 2022 Derivatives in Cash Flow Hedging Relationships: Interest rate swaps $ 1,467 $ 8,189 Interest expense $ 10,156 $ (6,124) Total derivatives $ 1,467 $ 8,189 $ 10,156 $ (6,124) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Schedule of Company's Lease Cost | The Company’s lease costs for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Operating lease cost $ 4,431 $ 3,809 $ 9,088 $ 7,345 Finance lease cost: Amortization of right-of-use assets 30 30 61 61 Interest on lease liabilities 6 10 12 18 Net lease cost $ 4,467 $ 3,849 $ 9,161 $ 7,424 |
Summary of Maturities of Operating Lease Liabilities | Future minimum lease payments under non-cancelable leases at June 30, 2023 are as follows (in thousands): Operating Finance Leases Leases Year 1 $ 9,176 $ 194 Year 2 9,112 106 Year 3 8,957 81 Year 4 8,986 49 Year 5 9,002 47 Years thereafter 560,604 451 Total future minimum lease payments 605,837 928 Less amount representing interest (478,150) (184) Total present value of minimum payments $ 127,687 $ 744 |
Summary of Maturities of Finance Lease Liabilities | Operating Finance Leases Leases Year 1 $ 9,176 $ 194 Year 2 9,112 106 Year 3 8,957 81 Year 4 8,986 49 Year 5 9,002 47 Years thereafter 560,604 451 Total future minimum lease payments 605,837 928 Less amount representing interest (478,150) (184) Total present value of minimum payments $ 127,687 $ 744 |
Schedule of Remaining Lease Term and Discount Rate of Leases | Weighted-average remaining lease term: Operating leases 43.5 years Finance leases 10.5 years Weighted-average discount rate: Operating leases 7.0 % Finance leases 3.7 % |
Pension Plans (Tables)
Pension Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Pension Plan [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Net Periodic Pension and Postretirement Benefit (Income) Expense | Net periodic pension expense reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Interest cost $ 825 $ 540 $ 1,650 $ 1,066 Expected return on plan assets (729) (1,031) (1,459) (2,062) Amortization of net actuarial loss 228 223 456 423 Net settlement loss — 853 — 853 Total net periodic pension expense $ 324 $ 585 $ 647 $ 280 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, were as follows (in thousands): Markets for Observable Unobservable June 30, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 31,224 $ 31,224 $ — $ — Variable to fixed interest rate swaps 1,496 — 1,496 — Total assets measured at fair value $ 32,720 $ 31,224 $ 1,496 $ — Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Deferred compensation plan investments $ 29,245 $ 29,245 $ — $ — Variable to fixed interest rate swaps 11,350 — 11,350 — Total assets measured at fair value $ 40,595 $ 29,245 $ 11,350 $ — Variable to fixed interest rate swaps $ 1,164 $ — $ 1,164 $ — Total liabilities measured at fair value $ 1,164 $ — $ 1,164 $ — |
Financial Reporting By Busine_2
Financial Reporting By Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Financial Reporting By Business Segments | |
Segments' Internal Financial Reports | The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Revenues: Hospitality $ 417,685 $ 401,802 $ 842,124 $ 662,913 Entertainment 87,158 68,402 154,438 106,426 Corporate and Other — — — — Total $ 504,843 $ 470,204 $ 996,562 $ 769,339 Depreciation and amortization: Hospitality $ 42,646 $ 52,016 $ 85,521 $ 104,287 Entertainment 5,402 4,492 10,667 8,044 Corporate and Other 209 207 426 412 Total $ 48,257 $ 56,715 $ 96,614 $ 112,743 Operating income (loss): Hospitality $ 107,733 $ 100,573 $ 213,803 $ 116,241 Entertainment 24,668 18,240 35,249 20,981 Corporate and Other (10,094) (12,624) (20,905) (22,386) Preopening costs (67) (221) (257) (525) Loss on sale of assets — — — (469) Total operating income 122,240 105,968 227,890 113,842 Interest expense (49,179) (33,958) (91,707) (65,895) Interest income 5,318 1,379 7,865 2,760 Loss on extinguishment of debt (2,252) (1,547) (2,252) (1,547) Loss from unconsolidated joint ventures (2,153) (3,001) (4,959) (5,628) Other gains and (losses), net (287) (283) (523) 164 Income before income taxes $ 73,687 $ 68,558 $ 136,314 $ 43,696 June 30, December 31, 2023 2022 Total assets: Hospitality $ 4,021,742 $ 3,314,444 Entertainment 529,764 502,913 Corporate and Other 439,149 223,266 Total identifiable assets $ 4,990,655 $ 4,040,623 |
Basis of Presentation (Details)
Basis of Presentation (Details) - item | Jun. 30, 2023 | Apr. 30, 2019 |
Ryman Hospitality Properties, Inc [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Retained equity interest | 99.30% | |
Circle [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50% | 50% |
Opry Entertainment Group [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of Nashville based assets managed by Marriott | 2 | |
Opry Entertainment Group [Member] | Ryman Hospitality Properties, Inc [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 70% | |
Retained equity interest | 70% |
Basis of Presentation - OEG Tra
Basis of Presentation - OEG Transaction (Details) - USD ($) $ in Millions | Jun. 16, 2022 | Jun. 30, 2023 |
Ryman Hospitality Properties, Inc [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Retained equity interest | 99.30% | |
Ryman Hospitality Properties, Inc [Member] | Opry Entertainment Group [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Retained equity interest | 70% | |
Investor | OEG Attractions Holdings, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Sale proceeds | $ 296 | |
Investor | OEG Attractions Holdings, LLC | Noncontrolling Investor [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 30% |
JW Marriott Hill Country Tran_3
JW Marriott Hill Country Transaction (Details) shares in Millions | Jun. 30, 2023 USD ($) ft² a item room shares | Jun. 22, 2023 USD ($) |
Asset Acquisition [Line Items] | ||
Shares issued | shares | 4.4 | |
$400 Million 7.25% Senior Notes | ||
Asset Acquisition [Line Items] | ||
Net proceeds of a private placement | $ 393,000,000 | |
Aggregate principal amount | $ 400,000,000 | |
Stated interest rate (as a percent) | 7.25% | |
JW Marriott Hill Country | ||
Asset Acquisition [Line Items] | ||
Purchase price | $ 800,000,000 | |
Area of Land | a | 600 | |
Number of hotel rooms | room | 1,002 | |
Area of indoor and outdoor meeting and event space | ft² | 268,000 | |
Area of resort amenities, spa | ft² | 26,000 | |
Number of food and beverage outlets | item | 8 | |
Area of water experience | a | 9 | |
Number of 18-hole golf courses | item | 2 |
JW Marriott Hill Country Tran_4
JW Marriott Hill Country Transaction - Net assets acquired (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Asset Acquisition [Line Items] | |||
Property and equipment | $ 3,931,077 | $ 3,171,708 | |
Cash and cash equivalents - unrestricted | 508,344 | 334,194 | $ 179,230 |
Cash and cash equivalents - restricted | 105,565 | 110,136 | $ 52,539 |
Trade receivables, net | 105,209 | 116,836 | |
Prepaid expenses and other assets | 146,359 | 134,170 | |
Intangible assets | 128,569 | 105,951 | |
Total assets | 4,990,655 | 4,040,623 | |
Accounts payable and accrued liabilities | (347,087) | (385,159) | |
Total liabilities assumed | (4,164,290) | $ (3,632,865) | |
JW Marriott Hill Country | |||
Asset Acquisition [Line Items] | |||
Property and equipment | 772,821 | ||
Cash and cash equivalents - unrestricted | 12,690 | ||
Cash and cash equivalents - restricted | 5,477 | ||
Trade receivables, net | 14,743 | ||
Prepaid expenses and other assets | 3,953 | ||
Intangible assets | 25,097 | ||
Total assets | 834,781 | ||
Accounts payable and accrued liabilities | (25,148) | ||
Total liabilities assumed | (25,148) | ||
Net assets acquired | $ 809,633 |
Block 21 Transaction - Narrativ
Block 21 Transaction - Narrative (Details) - Block 21 [Member] $ in Millions | May 31, 2022 USD ($) ft² room item |
Business Acquisition [Line Items] | |
Stated purchase price | $ 260 |
Purchase price | 255 |
Liabilities assumed | $ 136 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 504,843 | $ 470,204 | $ 996,562 | $ 769,339 |
Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 168,492 | 161,506 | 329,743 | 263,099 |
Hotel Group Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 120,334 | 110,464 | 240,847 | 172,942 |
Hotel Transient Rooms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 48,158 | 51,042 | 88,896 | 90,157 |
Food and Beverage [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 197,908 | 188,083 | 413,712 | 300,199 |
Hotel Food And Beverage Banquets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 138,662 | 130,510 | 299,161 | 203,334 |
Hotel Food And Beverage Outlets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 59,246 | 57,573 | 114,551 | 96,865 |
Hotel, Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 51,285 | 52,213 | 98,669 | 99,615 |
Entertainment Segment [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 87,158 | 68,402 | 154,438 | 106,426 |
Entertainment Admissions And Ticketing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,103 | 26,733 | 56,259 | 42,282 |
Entertainment Food And Beverage [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 28,641 | 24,036 | 52,707 | 38,397 |
Entertainment Produced Content [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 960 | 1,091 | 2,094 | 2,559 |
Entertainment Retail And Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 23,454 | $ 16,542 | $ 43,378 | $ 23,188 |
Revenues - Hospitality Segment
Revenues - Hospitality Segment Revenues Disaggregated by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 504,843 | $ 470,204 | $ 996,562 | $ 769,339 |
Hospitality [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 417,685 | 401,802 | 842,124 | 662,913 |
Hospitality [Member] | Gaylord Opryland [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 110,475 | 105,497 | 222,281 | 179,016 |
Hospitality [Member] | Gaylord Palms [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 73,829 | 68,289 | 158,375 | 128,137 |
Hospitality [Member] | Gaylord Texan [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 81,479 | 77,665 | 167,877 | 134,301 |
Hospitality [Member] | Gaylord National [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 77,014 | 72,223 | 149,786 | 104,810 |
Hospitality [Member] | Gaylord Rockies [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 67,127 | 70,755 | 131,174 | 105,542 |
Hospitality [Member] | AC Hotel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,401 | 3,261 | 5,612 | 4,868 |
Hospitality [Member] | Inn at Opryland [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 4,360 | $ 4,112 | $ 7,019 | $ 6,239 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenues | $ 161.7 | $ 136.5 |
Change in Contract with Customer, Liability [Abstract] | ||
Revenue recognized | $ 87.7 |
Income Per Share (Details)
Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net income available to common shareholders | $ 66,543 | $ 50,284 | $ 127,863 | $ 25,663 |
Net income attributable to noncontrolling interest in consolidated joint venture | 3,134 | 280 | 2,371 | |
Net income available to common shareholders - if-converted method | $ 69,677 | $ 50,564 | $ 130,234 | $ 25,663 |
Denominator: | ||||
Weighted average shares outstanding - basic (in shares) | 56,329 | 55,150 | 55,759 | 55,118 |
Effect of dilutive stock-based compensation (in shares) | 232 | 170 | 256 | 203 |
Effect of dilutive put rights (in shares) | 3,928 | 542 | 3,958 | |
Weighted average shares outstanding - diluted (in shares) | 60,489 | 55,862 | 59,973 | 55,321 |
Basic income per share available to common stockholders | $ 1.18 | $ 0.91 | $ 2.29 | $ 0.47 |
Diluted income per share available to common stockholders | $ 1.15 | $ 0.91 | $ 2.17 | $ 0.46 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Summary of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ 95,276 | ||
Transition adjustment | (952,941) | $ (978,619) | |
Transition adjustment | (19,639) | $ (10,923) | |
Ending balance | 497,879 | ||
Interest Rate Derivatives [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | 10,185 | $ (9,363) | |
Gains (losses) arising during period | 1,467 | 8,189 | |
Amounts reclassified from accumulated other comprehensive loss | (10,156) | 6,124 | |
Net other comprehensive income (loss) | (8,689) | 14,313 | |
Ending balance | 1,496 | 4,950 | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (18,021) | (16,419) | |
Gains (losses) arising during period | (6,437) | ||
Amounts reclassified from accumulated other comprehensive loss | (131) | 707 | |
Net other comprehensive income (loss) | (131) | (5,730) | |
Ending balance | (18,152) | (22,149) | |
Accumulated Other-than-Temporary Impairment of Investment Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (3,087) | (3,298) | |
Amounts reclassified from accumulated other comprehensive loss | 104 | 105 | |
Net other comprehensive income (loss) | 104 | 105 | |
Ending balance | (2,983) | (3,193) | |
AOCI Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (10,923) | (29,080) | |
Gains (losses) arising during period | 1,467 | 1,752 | |
Amounts reclassified from accumulated other comprehensive loss | (10,183) | 6,936 | |
Net other comprehensive income (loss) | (8,716) | 8,688 | |
Ending balance | $ (19,639) | $ (20,392) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Right-of-use finance lease assets | $ 1,613 | $ 1,613 |
Property and equipment, gross | 6,148,200 | 5,296,440 |
Accumulated depreciation | (2,217,123) | (2,124,732) |
Property and equipment, net | 3,931,077 | 3,171,708 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 592,113 | 443,469 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,363,387 | 3,785,968 |
Furniture and Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,112,397 | 1,015,078 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 78,690 | $ 50,312 |
Notes Receivable - General Info
Notes Receivable - General Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Aggregate carrying values | $ 65,532 | $ 67,628 |
Transition adjustment | $ (952,941) | (978,619) |
Bonds A Series [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Maturity date of notes receivable | Jul. 01, 2034 | |
Bonds B Series [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Maturity date of notes receivable | Sep. 01, 2037 | |
Bonds A and B Series [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Aggregate carrying values | $ 65,500 | $ 67,600 |
Credit loss reserve | $ 38,000 |
Notes Receivable - Interest Inc
Notes Receivable - Interest Income and Payment Received (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | $ 5,318 | $ 1,379 | $ 7,865 | $ 2,760 | |
Payment received relating to notes receivables | 2,143 | 2,381 | |||
Notes Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Payment received relating to notes receivables | 4,700 | 5,100 | |||
Accrued interest receivable | 41,100 | 41,100 | $ 41,000 | ||
Bonds A and B Series [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | $ 1,300 | $ 1,300 | $ 2,500 | $ 2,700 |
Debt - Debt and Capital Lease O
Debt - Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 744 | $ 685 |
Unamortized deferred financing costs | (41,998) | (30,482) |
Unamortized discounts and premiums, net | (15,446) | (12,747) |
Total debt | 3,380,063 | 2,862,592 |
Line of Credit [Member] | $65M OEG Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit | 7,000 | |
Secured Debt [Member] | $500 Million Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | 498,750 | 371,250 |
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | 800,000 | 800,000 |
Secured Debt [Member] | $300M OEG Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | 297,750 | 299,250 |
Secured Debt [Member] | Block 21 CMBS Loan [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | 133,263 | 134,636 |
Senior Notes [Member] | $400 Million 7.25% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 400,000 | |
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured debt | 600,000 | 600,000 |
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Unsecured debt | $ 700,000 | $ 700,000 |
Debt - Summary of Debt and Capi
Debt - Summary of Debt and Capital Lease Obligations - General Information (Details) - USD ($) | 6 Months Ended | ||
Jun. 22, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
$500 Million Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 1.75% | ||
$500 Million Term Loan B [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 2.75% | ||
$600 Million 4.50% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 600,000,000 | ||
Line of Credit [Member] | $65M OEG Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 65,000,000 | ||
Credit facility, maturity date | Jun. 16, 2027 | ||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 700,000,000 | ||
Credit facility, maturity date | May 18, 2027 | ||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 1.50% | ||
Line of Credit [Member] | Revolving Credit Facility [Member] | $65M OEG Revolver [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 4.75% | ||
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 18, 2030 | ||
Debt instrument, maturity date | May 18, 2030 | ||
Secured Debt [Member] | $500 Million Term Loan B [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 2.75% | ||
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 800,000,000 | ||
Debt instrument, maturity date | Jul. 02, 2024 | ||
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 2.50% | ||
Secured Debt [Member] | $300M OEG Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 300,000,000 | ||
Debt instrument, maturity date | Jun. 16, 2029 | ||
Secured Debt [Member] | $300M OEG Term Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 5% | ||
Secured Debt [Member] | Block 21 CMBS Loan [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 5.58% | ||
Debt instrument, maturity date | Jan. 05, 2026 | ||
Senior Notes [Member] | $400 Million 7.25% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 400,000,000 | $ 400,000,000 | |
Stated interest rate (as a percent) | 7.25% | 7.25% | |
Debt instrument, maturity date | Jul. 15, 2028 | Jul. 15, 2028 | |
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 600,000,000 | $ 600,000,000 | |
Stated interest rate (as a percent) | 4.50% | 4.50% | |
Debt instrument, maturity date | Feb. 15, 2029 | ||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 700,000,000 | $ 700,000,000 | |
Stated interest rate (as a percent) | 4.75% | 4.75% | |
Debt instrument, maturity date | Oct. 15, 2027 |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) | 6 Months Ended | |||
May 18, 2023 USD ($) | Jun. 30, 2023 USD ($) individual Y | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
$700 Million Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 1% | |||
$700 Million Revolving Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 0.40% | |||
$300 Million Term Loan A [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayment of loan | $ 300,000,000 | |||
$500 Million Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayment of loan | $ 376,250,000 | $ 2,500,000 | ||
Spread rate (as a percent) | 1.75% | |||
$500 Million Term Loan B [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 2.75% | |||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 700,000,000 | |||
Aggregate amount | $ 475,000,000 | |||
Maximum number of additional year | Y | 1 | |||
Extension option one, time period | 12 months | |||
Extension option two, time period | 6 months | |||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 1.50% | |||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 2% | |||
Line of Credit [Member] | Revolving Credit Facility [Member] | $700 Million Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 1.40% | |||
Secured Debt [Member] | $700 Million Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of extensions | individual | 2 | |||
Secured Debt [Member] | $700 Million Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 2% | |||
Secured Debt [Member] | $700 Million Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 1.40% | |||
Secured Debt [Member] | $500 Million Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 500,000,000 | $ 500,000,000 | ||
Repayment of loan | $ 370,000,000 | |||
Secured Debt [Member] | $500 Million Term Loan B [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate (as a percent) | 2.75% |
Debt - 400 Million Term Loan (D
Debt - 400 Million Term Loan (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 22, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
$500 Million Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 1.75% | ||
$500 Million Term Loan B [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 2.75% | ||
$600 Million 4.50% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 600,000,000 | ||
Secured Debt [Member] | $500 Million Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 500,000,000 | $ 500,000,000 | |
Debt instrument, maturity date | May 18, 2030 | ||
Percentage of amortization of original principal balance (as a percent) | 1% | ||
Secured Debt [Member] | $500 Million Term Loan B [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread rate (as a percent) | 2.75% | ||
Senior Notes [Member] | $400 Million 7.25% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 400,000,000 | $ 400,000,000 | |
Stated interest rate (as a percent) | 7.25% | 7.25% | |
Debt instrument, maturity date | Jul. 15, 2028 | Jul. 15, 2028 | |
Redemption price (as a percent) | 100% | ||
Net proceeds | $ 393,000,000 | ||
Senior Notes [Member] | $400 Million 7.25% Senior Notes [Member] | Redemption Period One [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price (as a percent) | 103.625% | ||
Senior Notes [Member] | $400 Million 7.25% Senior Notes [Member] | Redemption Period Two [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price (as a percent) | 101.813% | ||
Senior Notes [Member] | $400 Million 7.25% Senior Notes [Member] | Redemption Period Three [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price (as a percent) | 100% | ||
Senior Notes [Member] | $600 Million 4.50% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 600,000,000 | $ 600,000,000 | |
Stated interest rate (as a percent) | 4.50% | 4.50% | |
Debt instrument, maturity date | Feb. 15, 2029 | ||
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 700,000,000 | $ 700,000,000 | |
Stated interest rate (as a percent) | 4.75% | 4.75% | |
Debt instrument, maturity date | Oct. 15, 2027 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Y individual | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Loss from extinguishment of debt | $ (2,252,000) | $ (1,547,000) | $ (2,252,000) | $ (1,547,000) | |
Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Amortization term | 30 years | ||||
Secured Debt [Member] | $800M Gaylord Rockies Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 800,000,000 | $ 800,000,000 | |||
Number of extensions | individual | 2 | ||||
Maximum number of additional year | Y | 1 | ||||
Secured Debt [Member] | $500 Million Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | 500,000,000 | $ 500,000,000 | $ 500,000,000 | ||
Percentage of amortization of original principal balance (as a percent) | 1% | ||||
Secured Debt [Member] | $300M OEG Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 300,000,000 | $ 300,000,000 | |||
Percentage of amortization of original principal balance (as a percent) | 1% | ||||
Secured Debt [Member] | Block 21 CMBS Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 5.58% | 5.58% |
Debt - Derivative Financial Ins
Debt - Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Interest expense | $ 49,179,000 | $ 33,958,000 | $ 91,707,000 | $ 65,895,000 | |
Derivatives in Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Recognized in OCI on Derivative | 2,477,000 | 2,119,000 | 1,467,000 | 8,189,000 | |
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | 4,888,000 | (2,175,000) | 10,156,000 | (6,124,000) | |
Derivatives in Cash Flow Hedging | Interest Expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated reclassification from AOCI to interest expenses | 2,200,000 | ||||
Interest rate swaps | Derivatives in Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated Fair Value Asset (Liability) Balance | 1,496,000 | 1,496,000 | $ 10,186,000 | ||
Amount of Gain (Loss) Recognized in OCI on Derivative | 2,477,000 | 2,119,000 | 1,467,000 | 8,189,000 | |
Interest rate swaps | Derivatives in Cash Flow Hedging | Interest Expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense) | $ 4,888,000 | $ (2,175,000) | $ 10,156,000 | $ (6,124,000) | |
$500 Million Term Loan B [Member] | Interest rate swaps | Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | London Interbank Offered Rate (LIBOR) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 1.2235% | 1.2235% | |||
Derivative, maturity date | May 11, 2023 | ||||
Notional amount | $ 87,500,000 | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | 1,096,000 | ||||
$500 Million Term Loan B [Member] | Interest rate swaps | Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | London Interbank Offered Rate (LIBOR) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 1.2235% | 1.2235% | |||
Derivative, maturity date | May 11, 2023 | ||||
Notional amount | $ 87,500,000 | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | 1,096,000 | ||||
$500 Million Term Loan B [Member] | Interest rate swaps | Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | London Interbank Offered Rate (LIBOR) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 1.2235% | 1.2235% | |||
Derivative, maturity date | May 11, 2023 | ||||
Notional amount | $ 87,500,000 | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | 1,096,000 | ||||
$500 Million Term Loan B [Member] | Interest rate swaps | Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] | Derivatives in Cash Flow Hedging | London Interbank Offered Rate (LIBOR) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 1.2315% | 1.2315% | |||
Derivative, maturity date | May 11, 2023 | ||||
Notional amount | $ 87,500,000 | $ 87,500,000 | |||
Estimated Fair Value Asset (Liability) Balance | 1,093,000 | ||||
$500 Million Term Loan B [Member] | Secured Debt [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Face amount | $ 500,000,000 | $ 500,000,000 | 500,000,000 | ||
$800M Gaylord Rockies Term Loan [Member] | Interest rate swaps | Derivative Instrument Gaylord Rockies Term Loan Maturing on August 1, 2023 [Member] | Derivatives in Cash Flow Hedging | London Interbank Offered Rate (LIBOR) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 3.341% | 3.341% | |||
Derivative, maturity date | Aug. 01, 2023 | ||||
Notional amount | $ 800,000,000 | $ 800,000,000 | |||
Estimated Fair Value Asset (Liability) Balance | $ 1,276,000 | $ 1,276,000 | 6,969,000 | ||
$800M Gaylord Rockies Term Loan [Member] | Interest rate swaps | Derivative Instrument Gaylord Rockies Term Loan Maturing On July 2 2024 [Member] | Derivatives in Cash Flow Hedging | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 5.2105% | 5.2105% | |||
Derivative, maturity date | Jul. 02, 2024 | ||||
Notional amount | $ 800,000,000 | $ 800,000,000 | |||
Estimated Fair Value Asset (Liability) Balance | 197,000 | 197,000 | |||
$800M Gaylord Rockies Term Loan [Member] | Secured Debt [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Face amount | $ 800,000,000 | $ 800,000,000 | |||
$300M OEG Term Loan [Member] | Interest rate swaps | Derivative Instrument OEG Term Loan Maturing on December 18, 2025 [Member] | Derivatives in Cash Flow Hedging | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Strike rate | 4.533% | 4.533% | |||
Derivative, maturity date | Dec. 18, 2025 | ||||
Notional amount | $ 100,000,000 | $ 100,000,000 | |||
Estimated Fair Value Asset (Liability) Balance | 23,000 | 23,000 | $ (1,164,000) | ||
$300M OEG Term Loan [Member] | Secured Debt [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Face amount | $ 300,000,000 | $ 300,000,000 |
Deferred Management Rights Pr_2
Deferred Management Rights Proceeds (Details) - USD ($) $ in Millions | 6 Months Ended | |
Oct. 01, 2012 | Jun. 30, 2023 | |
Deferred Management Rights Proceeds | ||
Sales price of management rights and intellectual property | $ 210 | |
Purchase price allocated to the management rights | $ 190 | |
Term of management rights for income amortization | 65 years |
Leases (Details)
Leases (Details) | 6 Months Ended |
Jun. 30, 2023 a | |
Ole Red [Member] | Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of lease | 5 years |
Operating lease, renewal term | 5 years |
Ole Red [Member] | Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of lease | 10 years |
Operating lease, renewal term | 55 years |
Land in Osceola County, Florida [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of leased property | 65.3 |
Lease expiration year | 2074 |
Expiration date of lease under extension | Jan. 31, 2101 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||||
Operating lease cost | $ 4,431 | $ 3,809 | $ 9,088 | $ 7,345 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 30 | 30 | 61 | 61 |
Interest on lease liabilities | 6 | 10 | 12 | 18 |
Net lease cost | $ 4,467 | $ 3,849 | $ 9,161 | $ 7,424 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Lease Liabilities, Payments Due [Abstract] | ||
Year 1 | $ 9,176 | |
Year 2 | 9,112 | |
Year 3 | 8,957 | |
Year 4 | 8,986 | |
Year 5 | 9,002 | |
Years thereafter | 560,604 | |
Total future minimum lease payments | 605,837 | |
Less amount representing interest | (478,150) | |
Total present value of minimum payments | 127,687 | $ 125,759 |
Finance Lease Liabilities, Payments, Due [Abstract] | ||
Year 1 | 194 | |
Year 2 | 106 | |
Year 3 | 81 | |
Year 4 | 49 | |
Year 5 | 47 | |
Years thereafter | 451 | |
Total future minimum lease payments | 928 | |
Less amount representing interest | (184) | |
Total present value of minimum payments | $ 744 | $ 685 |
Leases - Discount Rate (Details
Leases - Discount Rate (Details) | Jun. 30, 2023 |
Weighted-average remaining lease term (years): | |
Operating leases | 43 years 6 months |
Finance leases | 10 years 6 months |
Operating leases | 7% |
Finance leases | 3.70% |
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 | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
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) | 0.2 | |
Weighted-average grant-date fair value of restricted stock awards granted (in dollars per share) | $ 87.13 | |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Plans | ||||
Compensation cost on stock-based compensation plans | $ 3.8 | $ 3.7 | $ 7.5 | $ 7.4 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Interest cost | $ 825 | $ 540 | $ 1,650 | $ 1,066 |
Expected return on plan assets | (729) | (1,031) | (1,459) | (2,062) |
Amortization of net actuarial loss | 228 | 223 | 456 | 423 |
Net settlement loss | 853 | 853 | ||
Total net periodic pension expense | $ 324 | $ 585 | $ 647 | $ 280 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provisions (Benefits) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Provision (benefit) for income taxes | $ 3,544 | $ 17,634 | $ 5,177 | $ 17,569 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Apr. 30, 2019 | |
Gaylord Rockies [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of guarantee repayment of principal debt | 10% | |||
Circle [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest (as a percent) | 50% | 50% | ||
Payments to Acquire Interest in Joint Venture | $ 8,000 | $ 6,000 | ||
Capital contributions | $ 39,000 | |||
Circle [Member] | Maximum [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Additional possible contribution | $ 4,200 |
Equity - Equity Offering (Detai
Equity - Equity Offering (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Equity | |||
Shares issued | 4.4 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Share price (in dollars per share) | $ 93.25 | $ 93.25 | |
Net proceeds | $ 395,000 | $ 395,444 |
Equity - Dividends (Details)
Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Equity | ||
Dividend payable date declared | May 03, 2023 | Feb. 23, 2023 |
Dividends declared per common share | $ 1 | $ 0.75 |
Aggregated dividend paid | $ 60.1 | $ 41.7 |
Dividend payable date of record | Jun. 30, 2023 | Mar. 31, 2023 |
Common stock dividend payable date | Jul. 17, 2023 | Apr. 17, 2023 |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interest (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
Schedule of Equity Method Investments [Line Items] | |
Redemption of Operating Partnership Units into Company's common stock (in shares) | 1 |
Outstanding Operating Partnership Units | 400,000 |
Gaylord Rockies [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of guarantee repayment of principal debt | 10% |
Noncontrolling Limited Partners [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership percentage | 1% |
Percentage of outstanding Operating Partnership Units held by the noncontrolling limited partners | 1% |
Ryman Hospitality Properties, Inc [Member] | |
Schedule of Equity Method Investments [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 | 6 Months Ended | |||
Jun. 30, 2023 | May 27, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | |
Shares issued | 4,400,000 | |||
At-the-Market Equity Distribution Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Maximum commission percent of gross sales | 2% | |||
Shares issued | 0 | |||
At-the-Market Equity Distribution Agreement [Member] | Maximum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 4,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 1,164 | |
Variable to fixed interest rate swaps | 11,350 | |
Deferred compensation plan investments | $ 31,224 | 29,245 |
Total assets measured at fair value | 32,720 | 40,595 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Variable to fixed interest rate swaps | 1,164 | |
Variable to fixed interest rate swaps | 1,496 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | 31,224 | 29,245 |
Total assets measured at fair value | 31,224 | 29,245 |
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 | 1,164 | |
Variable to fixed interest rate swaps | 11,350 | |
Total assets measured at fair value | 1,496 | 11,350 |
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 | $ 1,164 | |
Variable to fixed interest rate swaps | $ 1,496 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Jun. 30, 2023 | Jun. 22, 2023 |
$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] | $600 Million 4.50% Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Face amount | $ 600,000,000 | $ 600,000,000 |
Stated interest rate (as a percent) | 4.50% | 4.50% |
Debt amount | $ 592,400,000 | |
Fair value of notes | 531,600,000 | |
Senior Notes [Member] | $700 Million 4.75% Senior Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Face amount | $ 700,000,000 | $ 700,000,000 |
Stated interest rate (as a percent) | 4.75% | 4.75% |
Debt amount | $ 694,300,000 | |
Fair value of notes | $ 652,000,000 |
Financial Reporting By Busine_3
Financial Reporting By Business Segments - General Information (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of business segments | 3 |
Financial Reporting By Busine_4
Financial Reporting By Business Segments - Internal Financial Reports (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenues | $ 504,843 | $ 470,204 | $ 996,562 | $ 769,339 |
Depreciation and amortization | 48,257 | 56,715 | 96,614 | 112,743 |
Preopening costs | (67) | (221) | (257) | (525) |
Loss on sale of assets | (469) | |||
Operating income (loss) | 122,240 | 105,968 | 227,890 | 113,842 |
Interest expense | (49,179) | (33,958) | (91,707) | (65,895) |
Interest income | 5,318 | 1,379 | 7,865 | 2,760 |
Loss on extinguishment of debt | 2,252 | 1,547 | 2,252 | 1,547 |
Loss from unconsolidated joint ventures | (2,153) | (3,001) | (4,959) | (5,628) |
Other gains and (losses), net | (287) | (283) | (523) | 164 |
Income before income taxes | 73,687 | 68,558 | 136,314 | 43,696 |
Hospitality [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenues | 417,685 | 401,802 | 842,124 | 662,913 |
Depreciation and amortization | 42,646 | 52,016 | 85,521 | 104,287 |
Operating income (loss) | 107,733 | 100,573 | 213,803 | 116,241 |
Entertainment [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenues | 87,158 | 68,402 | 154,438 | 106,426 |
Depreciation and amortization | 5,402 | 4,492 | 10,667 | 8,044 |
Operating income (loss) | 24,668 | 18,240 | 35,249 | 20,981 |
Corporate and Other [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Depreciation and amortization | 209 | 207 | 426 | 412 |
Operating income (loss) | $ (10,094) | $ (12,624) | $ (20,905) | $ (22,386) |
Financial Reporting By Busine_5
Financial Reporting By Business Segments - Total Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 4,990,655 | $ 4,040,623 |
Hospitality [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 4,021,742 | 3,314,444 |
Entertainment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 529,764 | 502,913 |
Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 439,149 | $ 223,266 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |