0001558370-20-012366 | 10-Q | XBRL Viewer | Ryman Hospitality Properties INC

Basis of Presentation (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Mar. 31, 2020	Jan. 01, 2020	Dec. 31, 2019
Schedule of Equity Method Investments [Line Items]
Transition adjustment	$ (831,265)			$ (495,514)
Accumulated other comprehensive loss	$ (69,052)			$ (28,159)
Cumulative Effect, Period of Adoption, Adjustment [Member]
Schedule of Equity Method Investments [Line Items]
Transition adjustment		$ (5,300)
Accumulated other comprehensive loss			$ 2,200
Gaylord Rockies [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest (as a percent)	65.00%
Circle [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest (as a percent)	50.00%

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
ASSETS:
Property and equipment, net of accumulated depreciation (including $944,731 and $979,012 from VIEs, respectively)	$ 3,128,617	$ 3,130,252
Cash and cash equivalents - unrestricted (including $17,713 and $33,772 from VIEs, respectively)	52,162	362,430
Cash and cash equivalents - restricted (including $7,198 and $3,653 from VIEs, respectively)	48,771	57,966
Notes receivable, net	70,381	110,135
Trade receivables, net (including $1,524 and $16,523 from VIEs, respectively)	13,657	70,768
Deferred income tax assets, net		25,959
Prepaid expenses and other assets (including $24,462 and $27,888 from VIEs, respectively)	97,165	123,845
Intangible assets (including $172,366 and $202,366 from VIEs, respectively)	176,998	207,113
Total assets	3,587,751	4,088,468
LIABILITIES AND EQUITY:
Debt and finance lease obligations (including $793,876 and $792,696 from VIEs, respectively)	2,586,972	2,559,968
Accounts payable and accrued liabilities (including $44,797 and $57,590 from VIEs, respectively)	214,231	264,915
Dividends payable	748	50,711
Deferred management rights proceeds	173,499	175,332
Operating lease liabilities	107,382	106,331
Deferred income tax liabilities, net	649
Other liabilities (including $21,994 and $2,174 from VIEs, respectively)	104,034	64,971
Total liabilities	3,187,515	3,222,228
Commitments and contingencies
Noncontrolling interest in consolidated joint venture	113,163	221,511
Equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding
Common stock, $.01 par value, 400,000 shares authorized, 54,981 and 54,897 shares issued and outstanding, respectively	550	549
Additional paid-in capital	1,190,160	1,185,168
Treasury stock of 648 and 619 shares, at cost	(18,467)	(17,315)
Accumulated deficit	(831,265)	(495,514)
Accumulated other comprehensive loss	(69,052)	(28,159)
Total stockholders' equity	271,926	644,729
Noncontrolling interest in Operating Partnership	15,147
Total equity	287,073	644,729
Total liabilities and equity	$ 3,587,751	$ 4,088,468

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash Flows from Operating Activities:
Net income	$ (368,272)	$ 89,844
Amounts to reconcile net income to net cash flows provided by operating activities:
Provision for deferred income taxes	26,607	10,865
Depreciation and amortization	161,232	160,560
Amortization of deferred financing costs	5,889	5,805
Credit loss on held-to-maturity securities	32,784
Forfeiture of Block21 earnest deposit	15,000
Write-off of deferred financing costs	246	2,833
Loss from unconsolidated joint ventures	5,482	475
Stock-based compensation expense	6,623	5,862
Changes in:
Trade receivables	56,950	(15,244)
Accounts payable and accrued liabilities	(57,024)	(19,905)
Other assets and liabilities	2,152	(9,954)
Net cash flows provided by (used in) operating activities	(112,331)	231,141
Cash Flows from Investing Activities:
Purchases of property and equipment	(124,581)	(109,603)
Collection of notes receivable	2,985	13,211
Investment in other joint ventures	(8,761)	(2,241)
Other investing activities, net	(1,304)	236
Net cash flows used in investing activities	(131,661)	(103,878)
Cash Flows from Financing Activities:
Net borrowings under revolving credit facility	35,000	(302,000)
Issuance of senior notes		500,000
Redemption of senior notes		(350,000)
Deferred financing costs paid	(1,528)	(17,587)
Payment of dividends	(102,325)	(137,037)
Distribution from consolidated joint venture to noncontrolling interest partners	(992)	(105,793)
Payment of tax withholdings for share-based compensation	(1,688)	(3,965)
Other financing activities, net	(188)	(149)
Net cash flows used in financing activities	(75,471)	(116,893)
Net change in cash, cash equivalents, and restricted cash	(319,463)	10,370
Cash, cash equivalents, and restricted cash, beginning of period	420,396	149,089
Cash, cash equivalents, and restricted cash, end of period	100,933	159,459
Term Loan B
Cash Flows from Financing Activities:
Repayments under term loan B	$ (3,750)	(3,750)
Gaylord Rockies [Member]
Cash Flows from Investing Activities:
Purchase of additional interest in Gaylord Rockies joint venture, net of cash acquired		(5,481)
Cash Flows from Financing Activities:
Borrowing under Gaylord Rockies term loan		800,000
Repayment of Gaylord Rockies construction and mezzanine loans		$ (496,612)

Leases (Details)	9 Months Ended
Leases (Details)	Sep. 30, 2020 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

Condensed Consolidated Statements of Equity And Noncontrolling Interest (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019
Statement of Stockholders' Equity And Noncontrolling Interest [Abstract]
Dividend amount for current period (in dollars per share)	$ 0.95	$ 0.90	$ 0.90	$ 0.90

Financial Reporting By Business Segments - Internal Financial Reports (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenues	$ 70,249	$ 379,787	$ 397,960	$ 1,158,281
Depreciation and amortization	53,876	53,998	161,232	160,560
Preopening costs	(96)	(164)	(1,597)	(2,274)
Gain on sale of assets			1,261
Credit loss on held-to-maturity securities			(32,784)
Operating income	(103,166)	56,503	(239,151)	195,783
Interest expense	(28,127)	(35,261)	(87,527)	(100,840)
Interest income	1,540	2,878	5,765	8,756
Loss from extinguishment of debt		(494)		(494)
Loss from unconsolidated joint ventures	(1,767)	(308)	(5,482)	(475)
Income (loss) before income taxes	(129,791)	24,427	(341,226)	103,587
Hospitality [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenues	57,978	328,257	353,954	1,022,896
Depreciation and amortization	49,310	50,445	148,667	150,909
Preopening costs			(200)	(600)
Operating income	(78,322)	52,116	(154,633)	191,563
Entertainment [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenues	12,271	51,530	44,006	135,385
Depreciation and amortization	3,985	3,132	10,492	8,441
Preopening costs			(1,400)	(1,600)
Operating income	(9,057)	14,376	(26,632)	34,222
Corporate and Other [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Depreciation and amortization	581	421	2,073	1,210
Operating income	(7,880)	(9,825)	(24,766)	(27,728)
Notes Receivable [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Interest income	1,500	$ 2,500	4,700	$ 7,700
Bonds B Series [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Credit loss on held-to-maturity securities	$ (7,811)		$ (32,784)

Debt - Summary of Debt and Capital Lease Obligations - General Information (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Debt Instrument [Line Items]
Write-off of deferred financing costs	$ 246,000	$ 2,833,000
$400 Million 5% Senior Notes [Member]
Debt Instrument [Line Items]
Face amount	$ 400,000,000.0
$800M Term Loan (Gaylord Rockies JV) [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Spread rate (as a percent)	2.50%
Revolving Credit Facility [Member] \| $700 Million Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Remaining borrowing capacity	$ 664,100,000
Line of Credit [Member] \| Revolving Credit Facility [Member] \| $700 Million Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 700,000,000
Credit facility, maturity date	Mar. 31, 2024
Unamortized deferred financing costs	$ 7,647,000		$ 0
Line of Credit [Member] \| Revolving Credit Facility [Member] \| $700 Million Revolving Credit Facility [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Spread rate (as a percent)	1.95%
Line of Credit [Member] \| Sixth Amended And Restated Credit Agreement [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Minimum liquidity maintenance	$ 100,000,000
Secured Debt [Member] \| $200 Million Term Loan A [Member]
Debt Instrument [Line Items]
Credit facility, maturity date	May 31, 2025
Unamortized deferred financing costs	$ 2,280,000		2,478,000
Secured Debt [Member] \| $200 Million Term Loan A [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Spread rate (as a percent)	1.90%
Secured Debt [Member] \| $300 Million Term Loan A [Member]
Debt Instrument [Line Items]
Face amount	$ 300,000,000
Secured Debt [Member] \| $500 Million Term Loan B [Member]
Debt Instrument [Line Items]
Face amount	$ 500,000,000		500,000,000
Credit facility, maturity date	May 11, 2024
Unamortized deferred financing costs	$ 3,771,000		$ 4,501,000
Percentage of amortization of original principal balance (as a percent)	1.00%		1.00%
Secured Debt [Member] \| $500 Million Term Loan B [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Spread rate (as a percent)	2.00%
Secured Debt [Member] \| $400 Million 5% Senior Notes [Member]
Debt Instrument [Line Items]
Face amount	$ 400,000,000
Secured Debt [Member] \| $800M Term Loan (Gaylord Rockies JV) [Member]
Debt Instrument [Line Items]
Face amount	$ 800,000,000
Debt instrument, maturity date	Jul. 02, 2023
Unamortized deferred financing costs	$ 6,690,000		$ 8,015,000
Senior Notes [Member] \| $400 Million 5% Senior Notes [Member]
Debt Instrument [Line Items]
Face amount	$ 400,000,000
Stated interest rate (as a percent)	5.00%
Debt instrument, maturity date	Apr. 15, 2023
Unamortized deferred financing costs	$ 2,531,000		3,222,000
Senior Notes [Member] \| $700 Million 4.75% Senior Note [Member]
Debt Instrument [Line Items]
Face amount	$ 700,000,000
Stated interest rate (as a percent)	4.75%
Unamortized premium	$ 2,234,000		2,434,000
Senior Notes [Member] \| $500 Million 4.75% Senior Notes [Member]
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.75%
Debt instrument, maturity date	Oct. 15, 2027
Unamortized deferred financing costs	$ 10,989,000		$ 11,808,000

Debt

9 Months Ended

Sep. 30, 2020

Debt

Debt

7. DEBT:

The Company’s debt and finance lease obligations at September 30, 2020 and December 31, 2019 consisted of (in thousands):


	September 30,		December 31,
	2020		2019
$700M Revolving Credit Facility, interest at LIBOR plus 1.95%, maturing March 31, 2024, less unamortized deferred financing costs of $7,647 and $0	$	27,353	$	—
$300M Term Loan A, interest at LIBOR plus 1.90%, maturing May 31, 2025, less unamortized deferred financing costs of $2,280 and $2,478		297,720		297,522
$500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024, less unamortized deferred financing costs of $3,771 and $4,501		378,729		381,749
$400M Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $2,531 and $3,222		397,469		396,778
$700M Senior Notes, interest at 4.75%, maturing October 15, 2027, less unamortized deferred financing costs of $10,989 and $11,808, plus unamortized premium of $2,234 and $2,434		691,245		690,626
$800M Term Loan (Gaylord Rockies JV), interest at LIBOR plus 2.50%, maturing July 2, 2023, less unamortized deferred financing costs of $6,690 and $8,015		793,310		791,985
Finance lease obligations		1,146		1,308
Total debt	$	2,586,972	$	2,559,968

Amounts due within one year consist of the amortization payments for the $500 million term loan B of 1.0% of the original principal balance, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

At September 30, 2020, there were no defaults under the covenants related to the Company’s outstanding debt, and the lenders had extended the allowable closure period in the covenant in the credit facility that prohibits closure of the Gaylord Hotels properties for longer than a specified period of time.

Credit Facility

On April 23, 2020, the Company entered into Amendment No. 1 (the “Amendment”) to the Company’s Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

The Amendment provides for a waiver of the existing financial covenants through March 31, 2021 and ending on April 1, 2021 (the “Temporary Waiver Period”), amends covenant computations for the three months ended June 30, 2021 and September 30, 2021, and confirms the availability of undrawn amounts under the revolving credit facility. In addition, the Amendment contains a covenant that the Company must maintain unrestricted liquidity (in the form of unrestricted cash on hand or undrawn availability under the Revolver) of at least $100 million. In the event the Company is unable to comply with the Credit Agreement’s financial covenants, it expects to further amend the Credit Agreement or take other mitigating actions prior to a potential breach.

During the Temporary Waiver Period, the Amendment provides for increased interest and fees, additional restrictions on debt, investments, dividends, share repurchases and capital expenditures, and a minimum liquidity requirement.

The Company may elect to terminate the Temporary Waiver Period prior to expiration. Upon expiration or termination of the Temporary Waiver Period, it will calculate compliance with the financial covenants in the Credit Agreement using a designated annualized calculation based on the Company’s most recently completed fiscal quarter or quarters, as applicable. Pursuant to the Amendment, the Company is required to use any proceeds from borrowings drawn during the Temporary Waiver Period to fund operating expenses, debt service of the Company and its subsidiaries, and permitted capital expenditures and investments.

$800 Million Term Loan (Gaylord Rockies Joint Venture)

On June 30, 2020, Aurora Convention Center Hotel, LLC (“Hotel Owner”) and Aurora Convention Center Hotel Lessee, LLC (“Tenant” and collectively with Hotel Owner, the “Loan Parties”), subsidiaries of the entities comprising the Gaylord Rockies joint venture, entered into Amendment No. 1 (the “Loan Amendment”) to the Second Amended and Restated Loan Agreement (the “Loan Agreement”), by and among the Loan Parties, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto.

The Loan Amendment modified the Loan Agreement to (i) provide for the ability to use cash for certain purposes, even during a Cash Sweep Period (as defined in the Loan Agreement), (ii) extend the deadline for Hotel Owner to commence construction of an expansion to Gaylord Rockies, and (iii) provide favorable changes to the debt service coverage ratio provisions. Beginning in July 2020, the Gaylord Rockies joint venture was in a Cash Sweep Period pursuant to the Loan Agreement.

The Loan Amendment includes restrictions on distributions to the owners of the Gaylord Rockies joint venture and requires a certain level of equity financing for a Gaylord Rockies expansion.

Interest Rate Derivatives

The Company and the Gaylord Rockies joint venture have each entered into interest rate swaps to manage interest rate risk associated with the Company’s $500 million term loan B and the Gaylord Rockies joint venture’s $800 million term loan, respectively. Each swap has been designated as a cash flow hedge whereby the Company or the joint venture receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. Neither the Company nor the Gaylord Rockies joint venture use derivatives for trading or speculative purposes and currently do 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 $15.9 million will be reclassified from accumulated other comprehensive loss to interest expense in the next twelve months.

The estimated fair value of the Company’s derivative financial instruments at September 30, 2020 and December 31, 2019 is as follows (in thousands):


						Estimated Fair Value
						Asset (Liability) Balance
		Strike			Notional	September 30,		December 31,
Hedged Debt	Type	Rate	Index	Maturity Date	Amount	2020		2019
Term Loan B	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$ 87,500	$	(2,460)	$	959
Term Loan B	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$ 87,500		(2,460)		959
Term Loan B	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$ 87,500		(2,460)		956
Term Loan B	Interest Rate Swap	1.2315%	1-month LIBOR	May 11, 2023	$ 87,500		(2,478)		934
Gaylord Rockies Loan	Interest Rate Swap	1.6500%	1-month LIBOR	August 1, 2022	$ 800,000		(21,994)		(2,174)
						$	(31,852)	$	1,634

Derivative financial instruments in an asset position are included in prepaid expenses and other assets, and those in a liability position are included in other liabilities in the accompanying condensed consolidated balance sheets.

The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands):


	Amount of Gain (Loss)					Amount of Gain (Loss)
	Recognized in OCI					Reclassified from Accumulated
	on Derivative				Location of Gain (Loss)	OCI into Income (Expense)
	Three Months Ended				Reclassified from	Three Months Ended
	September 30,				Accumulated OCI	September 30,
	2020		2019		into Income (Expense)	2020		2019
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	183	$	(3,789)	Interest expense	$	(3,989)	$	1,197
Total derivatives	$	183	$	(3,789)		$	(3,989)	$	1,197


	Amount of Gain (Loss)					Amount of Gain (Loss)
	Recognized in OCI on					Reclassified from Accumulated
	Derivative				Location of Gain (Loss)	OCI into Income (Expense)
	Nine Months Ended				Reclassified from	Nine Months Ended
	September 30,				Accumulated OCI	September 30,
	2020		2019		into Income (Expense)	2020		2019
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	(39,965)	$	(3,789)	Interest expense	$	(6,479)	$	1,197
Total derivatives	$	(39,965)	$	(3,789)		$	(6,479)	$	1,197

Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended September 30, 2020 and 2019 was $28.1 million and $35.3 million, respectively, and for the nine months ended September 30, 2020 and 2019 was $87.5 million and $100.8 million, respectively.

At September 30, 2020, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $33.6 million. As of September 30, 2020, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at the aggregate termination value of $33.6 million. In addition, the Company has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

Fair Value Measurements - Narrative (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
$400 Million 5% Senior Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Face amount	$ 400,000,000.0
Senior Notes [Member] \| $400 Million 5% Senior Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Face amount	$ 400,000,000
Stated interest rate (as a percent)	5.00%
Debt amount	$ 397,469,000	$ 396,778,000
Fair value of notes	390,300,000
Senior Notes [Member] \| $700 Million 4.75% Senior Note [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Face amount	$ 700,000,000
Stated interest rate (as a percent)	4.75%
Debt amount	$ 691,200,000
Fair value of notes	$ 644,700,000

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Leases
Operating lease cost	$ 2,929	$ 3,167	$ 9,009	$ 9,742
Finance lease cost:
Amortization of right-of-use assets	38	43	112	120
Interest on lease liabilities	12	18	37	49
Net lease cost	$ 2,979	$ 3,228	$ 9,158	$ 9,911

Financial Reporting By Business Segments

9 Months Ended

Sep. 30, 2020

Financial Reporting By Business Segments

Financial Reporting By Business Segments

16. FINANCIAL REPORTING BY BUSINESS SEGMENTS:

The Company’s operations are organized into three principal business segments:

●

Hospitality, which includes Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National, the Inn at Opryland, the AC Hotel, and the Company’s investment in the Gaylord Rockies joint venture;

●

Entertainment, which includes the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, the Company’s equity investment in Circle, and the Company’s Nashville-based attractions; and

●

Corporate and Other, which includes the Company’s corporate expenses.

The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Revenues:
Hospitality	$	57,978	$	328,257	$	353,954	$	1,022,896
Entertainment		12,271		51,530		44,006		135,385
Corporate and Other		—		—		—		—
Total	$	70,249	$	379,787	$	397,960	$	1,158,281

Depreciation and amortization:
Hospitality	$	49,310	$	50,445	$	148,667	$	150,909
Entertainment		3,985		3,132		10,492		8,441
Corporate and Other		581		421		2,073		1,210
Total	$	53,876	$	53,998	$	161,232	$	160,560

Operating income:
Hospitality	$	(78,322)	$	52,116	$	(154,633)	$	191,563
Entertainment		(9,057)		14,376		(26,632)		34,222
Corporate and Other		(7,880)		(9,825)		(24,766)		(27,728)
Preopening costs (1)		(96)		(164)		(1,597)		(2,274)
Gain on sale of assets (2)		—		—		1,261		—
Credit loss on held-to-maturity securities (3)		(7,811)		—		(32,784)		—
Total operating income (loss)		(103,166)		56,503		(239,151)		195,783

Interest expense		(28,127)		(35,261)		(87,527)		(100,840)
Interest income		1,540		2,878		5,765		8,756
Loss from extinguishment of debt		—		(494)		—		(494)
Loss from unconsolidated joint ventures		(1,767)		(308)		(5,482)		(475)
Other gains and (losses), net		1,729		1,109		(14,831)		857
Income (loss) before income taxes	$	(129,791)	$	24,427	$	(341,226)	$	103,587

(1)

Preopening costs for the three months ended September 30, 2020 relates to the Hospitality segment. Preopening costs for the nine months ended September 30, 2020 include $0.2 million and $1.4 million for the Hospitality and Entertainment segments, respectively. Preopening costs for the three months ended September 30, 2019 relate to the Entertainment segment. Preopening costs of the nine months ended September 30, 2019 include $0.6 million and $1.6 million for the Hospitality and Entertainment segments, respectively.

(2)

Gain on sale of assets for the nine months ended September 30, 2020 relates to the Hospitality segment.

(3)

Credit loss on held-to-maturity securities for the three months and nine months ended September 30, 2020 relates to the Hospitality segment.


	September 30,		December 31,
	2020		2019
Identifiable assets:
Hospitality	$	3,310,128	$	3,494,084
Entertainment		188,848		181,036
Corporate and Other		88,775		413,348
Total identifiable assets	$	3,587,751	$	4,088,468

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Right-of-use finance lease assets	$ 1,613	$ 1,613
Property and equipment, gross	4,941,786	4,834,537
Accumulated depreciation	(1,813,169)	(1,704,285)
Property and equipment, net	3,128,617	3,130,252
Land and land improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	351,569	349,024
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,465,367	3,432,136
Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	975,368	968,858
Construction-in-progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 147,869	$ 82,906

Financial Reporting By Business Segments - General Information (Details)	9 Months Ended
	Sep. 30, 2020 segment
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Number of business segments	3

Fair Value Measurements

9 Months Ended

Sep. 30, 2020

Fair Value Measurements

Fair Value Measurements

15. FAIR VALUE MEASUREMENTS:

The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The investments held by the Company in connection with its deferred compensation plan consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1.

The Company’s interest rate swaps and the Gaylord Rockies joint venture’s interest rate swap consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company or the Gaylord Rockies joint venture, as applicable, determines the fair value of these swap contracts based on a widely accepted valuation methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows, using interest rates derived from observable market interest rate curves and volatilities, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, these swap contracts have been classified as Level 2.

The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument.

The Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019, were as follows (in thousands):


			Markets for		Observable		Unobservable
	September 30,		Identical Assets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	29,746	$	29,746	$	—	$	—
Total assets measured at fair value	$	29,746	$	29,746	$	—	$	—

Variable to fixed interest rate swaps	$	31,852	$	—	$	31,852	$	—
Total liabilities measured at fair value	$	31,852	$	—	$	31,852	$	—


			Markets for		Observable		Unobservable
	December 31,		Identical Assets		Inputs		Inputs
	2019		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	29,174	$	29,174	$	—	$	—
Variable to fixed interest rate swaps		3,808		—		3,808		—
Total assets measured at fair value	$	32,982	$	29,174	$	3,808	$	—

Variable to fixed interest rate swaps	$	2,174	$	—	$	2,174	$	—
Total liabilities measured at fair value	$	2,174	$	—	$	2,174	$	—

The remainder of the assets and liabilities held by the Company at September 30, 2020 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 $400.0 million in aggregate principal amount of $400 million 5% senior notes. The carrying value of these notes at September 30, 2020 was $397.5 million, net of unamortized DFCs. The fair value of these notes, based upon quoted market prices (Level 1), was $390.3 million at September 30, 2020.

The Company has outstanding $700.0 million in aggregate principal amount of $700 million 4.75% senior notes. The carrying value of these notes at September 30, 2020 was $691.2 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was $644.7 million at September 30, 2020.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Debt - Derivative Financial Instruments (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Interest expense	$ 28,127,000	$ 35,261,000	$ 87,527,000	$ 100,840,000
Derivatives in Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI on Derivative	183,000	(3,789,000)
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense)	3,989,000	1,197,000
Derivatives in Cash Flow Hedging \| Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Estimated reclassification from AOCI to interest expenses			(15,900,000)
Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivative liability	33,600,000		33,600,000
Termination value in case of breach of provisions	33,600,000		33,600,000
Interest rate swaps \| Derivatives in Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Estimated Fair Value Asset (Liability) Balance	(31,852,000)		$ (31,852,000)		$ 1,634,000
Amount of Gain (Loss) Recognized in OCI on Derivative	183,000	(3,789,000)
Interest rate swaps \| Derivatives in Cash Flow Hedging \| Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense)	$ 3,989,000	$ 1,197,000
Gaylord Rockies [Member] \| Interest rate swaps \| Derivatives in Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Strike rate	1.65%		1.65%
Derivative, maturity date			Aug. 01, 2022
Notional amount	$ 800,000,000		$ 800,000,000
Estimated Fair Value Asset (Liability) Balance	$ (21,994,000)		$ (21,994,000)		(2,174,000)
Term Loan B \| Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, maturity date			May 11, 2023
Term Loan B \| Derivative Instrument One Term Loan B Maturing on May 11, 2023 [Member] \| Derivatives in Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Strike rate	1.2235%		1.2235%
Notional amount	$ 87,500,000		$ 87,500,000
Estimated Fair Value Asset (Liability) Balance	$ (2,460,000)		$ (2,460,000)		959,000
Term Loan B \| Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, maturity date			May 11, 2023
Term Loan B \| Derivative Instrument Two Term Loan B Maturing on May 11, 2023 [Member] \| Derivatives in Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Strike rate	1.2235%		1.2235%
Notional amount	$ 87,500,000		$ 87,500,000
Estimated Fair Value Asset (Liability) Balance	$ (2,460,000)		$ (2,460,000)		959,000
Term Loan B \| Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, maturity date			May 11, 2023
Term Loan B \| Derivative Instrument Three Term Loan B Maturing on May 11, 2023 [Member] \| Derivatives in Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Strike rate	1.2235%		1.2235%
Notional amount	$ 87,500,000		$ 87,500,000
Estimated Fair Value Asset (Liability) Balance	$ (2,460,000)		$ (2,460,000)		956,000
Term Loan B \| Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, maturity date			May 11, 2023
Term Loan B \| Derivative Instrument Four Term Loan B Maturing on May 11, 2023 [Member] \| Derivatives in Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Strike rate	1.2315%		1.2315%
Notional amount	$ 87,500,000		$ 87,500,000
Estimated Fair Value Asset (Liability) Balance	(2,478,000)		(2,478,000)		934,000
Derivatives designated as hedging instruments
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI on Derivative			(39,965,000)	(3,789,000)
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense)			(6,479,000)	1,197,000
Derivatives designated as hedging instruments \| Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI on Derivative			(39,965,000)	(3,789,000)
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Expense)			(6,479,000)	$ 1,197,000
$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 Term Loan (Gaylord Rockies JV) [Member] \| Secured Debt [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Face amount	$ 800,000,000		$ 800,000,000

Leases - Discount Rate (Details)	Sep. 30, 2020
Weighted-average remaining lease term (years):
Operating leases	50 years 3 months 18 days
Finance leases	10 years 1 month 6 days
Operating leases	6.80%
Finance leases	4.00%

Stock Plans - Restricted Stock Units - Weighted-Average Grant Date Fair Value of Units Granted (Details) - Restricted Stock Units (RSUs) shares in Millions	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Restricted stock award granted by Company (in shares)	0.1
Weighted-average grant-date fair value of restricted stock awards granted (in dollars per share) \| $ / shares	$ 84.26
Restricted stock award, outstanding (in shares)	0.3

Notes Receivable - Interest Income and Payments Received (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest income	$ 1,540	$ 2,878	$ 5,765	$ 8,756
Payment received relating to notes receivables			2,985	13,211
Notes Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest income	1,500	$ 2,500	4,700	7,700
Payment received relating to notes receivables			8,800	$ 11,300
Bonds A and B Series [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accrued interest receivable	$ 39,400		$ 39,400		$ 38,200

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Apr. 30, 2019	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019
Schedule of Equity Method Investments [Line Items]
Capital contribution			$ 8,761	$ 2,241
Operating Partnership Units			400,000
Redemption of Operating Partnership Units into Company's common stock (in shares)		1	1
Gaylord Rockies [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of guarantee repayment of principal debt			10.00%
Equity interest (as a percent)		65.00%	65.00%
Gaylord Rockies [Member] \| Put Right Holders [Member]
Schedule of Equity Method Investments [Line Items]
Capital contribution		$ 2,900
Percentage of interest of put right owners		0.50%	0.50%
Gaylord Rockies [Member] \| Remaining Put Right Holders [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of interest of put right owners		2.40%	2.40%
Value of warrants or rights exercised		$ 14,000
Operating Partnership Units		400,000
New Country Ventures [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest (as a percent)	50.00%
Capital contribution	$ 12,500
Additional possible contribution	$ 2,500
Circle [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest (as a percent)		50.00%	50.00%

Stock Plans

9 Months Ended

Sep. 30, 2020

Stock Plans

Stock Plans

10. STOCK PLANS:

During the nine months ended September 30, 2020, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of $84.26 per unit. There were 0.3 million restricted stock units outstanding at each of September 30, 2020 and December 31, 2019.

Compensation expense for the Company’s stock-based compensation plans was $2.2 million and $1.9 million for the three months ended September 30, 2020 and 2019, respectively, and $6.6 million and $5.9 million for the nine months ended September 30, 2020 and 2019, respectively.

Debt - Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Finance lease obligations	$ 1,146	$ 1,308
Total debt	2,586,972	2,559,968
Line of Credit [Member] \| $700 Million Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt	27,353
Secured Debt [Member] \| $200 Million Term Loan A [Member]
Debt Instrument [Line Items]
Long-term debt	297,720	297,522
Secured Debt [Member] \| $500 Million Term Loan B [Member]
Debt Instrument [Line Items]
Long-term debt	378,729	381,749
Secured Debt [Member] \| $800M Term Loan (Gaylord Rockies JV) [Member]
Debt Instrument [Line Items]
Long-term debt	793,310	791,985
Senior Notes [Member] \| $400 Million 5% Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	397,469	396,778
Senior Notes [Member] \| $700 Million 4.75% Senior Note [Member]
Debt Instrument [Line Items]
Long-term debt	691,200
Senior Notes [Member] \| $500 Million 4.75% Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	$ 691,245	$ 690,626

Property and Equipment

9 Months Ended

Sep. 30, 2020

Property and Equipment

Property and Equipment

5. PROPERTY AND EQUIPMENT:

Property and equipment, including right-of-use finance lease assets, at September 30, 2020 and December 31, 2019 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands):


	September 30,		December 31,
	2020		2019
Land and land improvements	$	351,569	$	349,024
Buildings		3,465,367		3,432,136
Furniture, fixtures and equipment		975,368		968,858
Right-of-use finance lease assets		1,613		1,613
Construction-in-progress		147,869		82,906
		4,941,786		4,834,537
Accumulated depreciation and amortization		(1,813,169)		(1,704,285)
Property and equipment, net	$	3,128,617	$	3,130,252

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies

Commitments and Contingencies

13. COMMITMENTS AND CONTINGENCIES:

Pursuant to the Gaylord Rockies joint venture agreements, certain affiliates of Ares each had a put right to require the Company to purchase their joint venture interests at a defined appraised value during an annual window period or under certain other circumstances in consideration of cash or OP Units of the Operating Partnership. During the three months ended September 30, 2020, put right holders totaling 0.5% ownership in the Gaylord Rockies joint venture exercised their put rights for $2.9 million in cash, and the remaining put right holders, totaling 2.4% ownership in the Gaylord Rockies joint venture, exercised their put rights for approximately $14.0 million in OP Units, which was equivalent to approximately 0.4 million OP Units. Such OP Units have economic terms that are substantially similar to shares of the Company’s common stock and are redeemable at the option of the holders thereof. Redemptions will be paid in 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 in accordance with the Operating Partnership’s partnership agreement.

Affiliates of RIDA Development Corporation (“RIDA”) also have a put right at a defined appraised value for cash, which will generally become exercisable at the earlier of December 31, 2023 or the date on which a certain change of control of RIDA occurs.

In connection with its investment in the Gaylord Rockies joint venture, the Company and an affiliate of RIDA each entered into limited repayment and carry guaranties that, in the aggregate, guarantee repayment of 10% of the principal debt, together with interest and operating expenses, which are to be released once the Gaylord Rockies joint venture achieves a certain debt service coverage threshold as defined in the Gaylord Rockies Loan. Generally, the Gaylord Rockies Loan is non-recourse to the Company, subject to (i) those limited guaranties, (ii) a completion guaranty in the event a property expansion is pursued, and (iii) customary non-recourse carve-outs.

In April 2019, a subsidiary of the Company entered into a joint venture with Gray Television, Inc. to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“New Country Ventures”). The Company acquired a 50% equity interest in this joint venture and has made capital contributions of $12.5 million. In addition, the joint venture agreement requires the Company to contribute up to an additional $2.5 million through December 31, 2021. The Company accounts for its investment in this joint venture under the equity method of accounting.

The Company has entered into employment agreements with certain officers, which provide for severance payments upon certain events, including certain terminations in connection with a change of control.

The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of matters. It is the opinion of management that such contingencies will not have a material effect on the financial statements of the Company.

Notes Receivable

9 Months Ended

Sep. 30, 2020

Notes Receivable

Notes Receivable

6. NOTES RECEIVABLE:

As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, 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 $70.4 million and $110.1 million at September 30, 2020 and December 31, 2019, respectively, net of credit loss reserve of $38.0 million and $0, respectively. 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. In the first quarter of 2020, the Company recorded an initial transition adjustment of $5.2 million and has since performed its quarterly assessment of credit losses under the newly adopted credit loss standard discussed in Note 1, which considers the estimate of projected tax revenues that will service the Series B bond over its remaining term. These tax revenue projections were updated each quarter in connection with the Company’s preparation of its condensed consolidated financial statements included herein as a result of the closure of Gaylord National during the COVID-19 pandemic and to reflect updated industry projections as to future anticipated operations of the hotel. As a result of these reduced tax revenue projections over the remaining life of the Series B bond, the Company increased its credit loss reserve by $7.8 million and $32.8 million in the three months and nine months ended September 30, 2020. At September 30, 2020, the Series B bond is fully reserved. The Series A bond is of higher priority than other tranches which fall between the Company’s two issuances.

During the three months ended September 30, 2020 and 2019, the Company recorded interest income of $1.5 million and $2.5 million, respectively, on these bonds. During the nine months ended September 30, 2020 and 2019, the Company recorded interest income of $4.7 million and $7.7 million, respectively, on these bonds. The Company received payments of $8.8 million and $11.3 million during the nine months ended September 30, 2020 and 2019, respectively, relating to these bonds. At September 30, 2020 and December 31, 2019, before consideration of the credit loss reserve, the Company had accrued interest receivable related to these bonds of $39.4 million and $38.2 million, respectively.

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Operating Lease Liabilities, Payments Due [Abstract]
Year 1	$ 6,335
Year 2	6,029
Year 3	6,062
Year 4	5,873
Year 5	5,911
Years thereafter	569,804
Total future minimum lease payments	600,014
Less amount representing interest	(492,632)
Total present value of minimum payments	107,382	$ 106,331
Finance Lease Liabilities, Payments, Due [Abstract]
Year 1	260
Year 2	241
Year 3	232
Year 4	60
Year 5	46
Years thereafter	578
Total future minimum lease payments	1,417
Less amount representing interest	(271)
Total present value of minimum payments	$ 1,146	$ 1,308

Revenues - Hospitality Segment Revenues Disaggregated by Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Total revenues	$ 70,249	$ 379,787	$ 397,960	$ 1,158,281
Hospitality [Member]
Disaggregation of Revenue [Line Items]
Total revenues	57,978	328,257	353,954	1,022,896
Hospitality [Member] \| Gaylord Opryland [Member]
Disaggregation of Revenue [Line Items]
Total revenues	17,514	90,186	94,961	278,131
Hospitality [Member] \| Gaylord Palms [Member]
Disaggregation of Revenue [Line Items]
Total revenues	7,658	40,854	53,847	148,127
Hospitality [Member] \| Gaylord Texan [Member]
Disaggregation of Revenue [Line Items]
Total revenues	19,651	66,508	81,119	207,873
Hospitality [Member] \| Gaylord National [Member]
Disaggregation of Revenue [Line Items]
Total revenues	133	59,128	50,056	202,886
Hospitality [Member] \| Gaylord Rockies [Member]
Disaggregation of Revenue [Line Items]
Total revenues	11,931	64,949	68,335	165,628
Hospitality [Member] \| AC Hotel [Member]
Disaggregation of Revenue [Line Items]
Total revenues	735	2,882	2,730	8,631
Hospitality [Member] \| Inn at Opryland [Member]
Disaggregation of Revenue [Line Items]
Total revenues	$ 356	$ 3,750	$ 2,906	$ 11,620

Financial Reporting By Business Segments (Tables)

9 Months Ended

Sep. 30, 2020

Financial Reporting By Business Segments

Segments' Internal Financial Reports

The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Revenues:
Hospitality	$	57,978	$	328,257	$	353,954	$	1,022,896
Entertainment		12,271		51,530		44,006		135,385
Corporate and Other		—		—		—		—
Total	$	70,249	$	379,787	$	397,960	$	1,158,281

Depreciation and amortization:
Hospitality	$	49,310	$	50,445	$	148,667	$	150,909
Entertainment		3,985		3,132		10,492		8,441
Corporate and Other		581		421		2,073		1,210
Total	$	53,876	$	53,998	$	161,232	$	160,560

Operating income:
Hospitality	$	(78,322)	$	52,116	$	(154,633)	$	191,563
Entertainment		(9,057)		14,376		(26,632)		34,222
Corporate and Other		(7,880)		(9,825)		(24,766)		(27,728)
Preopening costs (1)		(96)		(164)		(1,597)		(2,274)
Gain on sale of assets (2)		—		—		1,261		—
Credit loss on held-to-maturity securities (3)		(7,811)		—		(32,784)		—
Total operating income (loss)		(103,166)		56,503		(239,151)		195,783

Interest expense		(28,127)		(35,261)		(87,527)		(100,840)
Interest income		1,540		2,878		5,765		8,756
Loss from extinguishment of debt		—		(494)		—		(494)
Loss from unconsolidated joint ventures		(1,767)		(308)		(5,482)		(475)
Other gains and (losses), net		1,729		1,109		(14,831)		857
Income (loss) before income taxes	$	(129,791)	$	24,427	$	(341,226)	$	103,587

(1)

(2)

Gain on sale of assets for the nine months ended September 30, 2020 relates to the Hospitality segment.

(3)

Credit loss on held-to-maturity securities for the three months and nine months ended September 30, 2020 relates to the Hospitality segment.


	September 30,		December 31,
	2020		2019
Identifiable assets:
Hospitality	$	3,310,128	$	3,494,084
Entertainment		188,848		181,036
Corporate and Other		88,775		413,348
Total identifiable assets	$	3,587,751	$	4,088,468

Income (Loss) Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted average shares outstanding - basic (in shares)	54,980	51,444	54,955	51,411
Effect of dilutive stock-based compensation (in shares)		125		152
Effect of dilutive put rights (in shares)		263		263
Net income available to common stockholders - assuming dilution (in shares)	54,980	51,832	54,955	51,826

- Definition

Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of contingently issuable shares. Contingently issuable shares are those shares that are issuable for little or no cash contingent on certain conditions being met.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 54
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e2603-109256

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 44
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e2062-109256

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1828-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 53
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e2600-109256

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e2597-109256

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 48
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e2538-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 48
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e2538-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 23
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1757-109256

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 51
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e2574-109256

+ Details

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Oct. 31, 2020
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	1-13079
Entity Registrant Name	RYMAN HOSPITALITY PROPERTIES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	73-0664379
Entity Address, Address Line One	One Gaylord Drive
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37214
City Area Code	615
Local Phone Number	316-6000
Title of 12(b) Security	Common stock, par value $.01
Trading Symbol	RHP
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,981,313
Entity Central Index Key	0001040829
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false

Leases (Tables)

9 Months Ended

Sep. 30, 2020

Leases

Schedule of Company's Lease Cost

The Company’s lease costs for the three months and nine months ended September 30, 2020 and 2019 are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Operating lease cost	$	2,929	$	3,167	$	9,009	$	9,742
Finance lease cost:
Amortization of right-of-use assets		38		43		112		120
Interest on lease liabilities		12		18		37		49
Net lease cost	$	2,979	$	3,228	$	9,158	$	9,911

Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases

Future minimum lease payments under non-cancelable leases at September 30, 2020 are as follows (in thousands):


	Operating		Finance
	Leases		Leases
Year 1	$	6,335	$	260
Year 2		6,029		241
Year 3		6,062		232
Year 4		5,873		60
Year 5		5,911		46
Years thereafter		569,804		578
Total future minimum lease payments		600,014		1,417
Less amount representing interest		(492,632)		(271)
Total present value of minimum payments	$	107,382	$	1,146

Schedule of Remaining Lease Term and Discount Rate of Leases


Weighted-average remaining lease term:
Operating leases	50.3	years
Finance leases	10.1	years
Weighted-average discount rate:
Operating leases	6.8	%
Finance leases	4.0	%

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Taxes

Income Taxes

12. INCOME TAXES:

The Company has elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company will continue to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”).

For the three months and nine months ended September 30, 2020, the Company recorded an income tax provision of $0.1 million and $27.0 million, respectively. The income tax provision for the nine months ended September 30, 2020 includes the recording of a valuation allowance of $26.7 million, as further described below. In the three months and nine months ended September 30, 2020, the Company also recorded income tax expense of $0.1 million and $0.3 million, respectively, inclusive of valuation allowance, related to the current period operations of the Company.

Due to the financial statement impact of the COVID-19 pandemic, in connection with the preparation of the condensed consolidated financial statements included herein, the Company reassessed the realizability of net deferred tax assets during 2020, and as a result, the Company recorded a full valuation allowance of $26.7 million in the nine months ended September 30, 2020 on the net deferred tax assets of its TRSs.

For the three months and nine months ended September 30, 2019, the Company recorded an income tax provision of $3.5 million and $13.7 million, respectively, related to regular operations, which differs from the statutory rate primarily due to the REIT dividends paid deduction.

At September 30, 2020 and December 31, 2019, the Company had no unrecognized tax benefits.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Assets [Abstract]
Property and equipment, net of accumulated depreciation	$ 3,128,617	$ 3,130,252
Cash and cash equivalents - unrestricted	52,162	362,430
Cash and cash equivalents - restricted	48,771	57,966
Notes receivable, net	70,381	110,135
Trade receivables, less credit loss reserve	13,657	70,768
Prepaid expenses and other assets	97,165	123,845
Intangible assets	176,998	207,113
Debt and finance lease obligations	2,586,972	2,559,968
Accounts payable and accrued liabilities	214,231	264,915
Other liabilities	104,034	64,971
Accounts Receivable, Net [Abstract]
Credit loss reserve	$ 1,524	$ 16,523
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	54,981,000	54,897,000
Common stock, shares outstanding (in shares)	54,981,000	54,897,000
Treasury Stock, Shares [Abstract]
Treasury stock, shares (in shares)	648,000	619,000
Variable Interest Entity [Member]
Assets [Abstract]
Property and equipment, net of accumulated depreciation	$ 944,731	$ 979,012
Cash and cash equivalents - unrestricted	17,713	33,772
Cash and cash equivalents - restricted	7,198	3,653
Prepaid expenses and other assets	24,462	27,888
Intangible assets	172,366	202,366
Debt and finance lease obligations	793,876	792,696
Accounts payable and accrued liabilities	44,797	57,590
Other liabilities	$ 21,994	$ 2,174

Condensed Consolidated Statements of Equity And Noncontrolling Interest - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	AOCI Attributable to Parent [Member]	Parent [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Parent [Member]	Noncontrolling Interest [Member]	Redeemable Noncontrolling Interest In Joint Venture [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member]	Total
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax benefit and Translation adjustment related to adoption of ASU	$ 513	$ 900,795	$ (15,183)		$ (388,524)		$ (28,024)		$ 469,577				$ 469,577
Beginning balance at Dec. 31, 2018	513	900,795	(15,183)		(388,524)		(28,024)		469,577				469,577
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					29,408				29,408				29,408
Adjustment of noncontrolling interest to redemption value					(10,420)				(10,420)		$ 10,420		(10,420)
Tax benefit and Translation adjustment related to adoption of ASU	514	899,164	(15,687)	$ 2,707	(412,905)	$ (2,707)	(30,622)		440,464				440,464
Other comprehensive income (loss), net of income taxes							109		109				109
Payment of dividends		168	(504)		(46,076)				(46,412)				(46,412)
Restricted stock units and stock options surrendered	1	(3,825)							(3,824)				(3,824)
Stock-based compensation expense		2,026							2,026				2,026
Ending balance at Mar. 31, 2019	514	899,164	(15,687)	2,707	(412,905)	(2,707)	(30,622)		440,464				440,464
Beginning balance at Dec. 31, 2018											287,433
Temporary Equity [Abstract]
Net income (loss)											6,738
Ending balance at Mar. 31, 2019											291,115
Beginning balance at Dec. 31, 2018	513	900,795	(15,183)		(388,524)		(28,024)		469,577				469,577
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax benefit and Translation adjustment related to adoption of ASU	514	900,247	(16,763)		(534,403)		(38,117)		311,478				311,478
Ending balance at Sep. 30, 2019	514	900,247	(16,763)		(534,403)		(38,117)		311,478				311,478
Beginning balance at Dec. 31, 2018											287,433
Temporary Equity [Abstract]
Net income (loss)													11,296
Ending balance at Sep. 30, 2019											279,352
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax benefit and Translation adjustment related to adoption of ASU	514	899,164	(15,687)	2,707	(412,905)	(2,707)	(30,622)		440,464				440,464
Beginning balance at Mar. 31, 2019	514	899,164	(15,687)	2,707	(412,905)	(2,707)	(30,622)		440,464				440,464
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					49,383				49,383				49,383
Adjustment of noncontrolling interest to redemption value					(10,293)				(10,293)		10,293		(10,293)
Tax benefit and Translation adjustment related to adoption of ASU	514	901,129	(15,687)	2,707	(420,408)	(2,707)	(30,524)		435,024				435,024
Other comprehensive income (loss), net of income taxes							98		98				98
Payment of dividends		93			(46,593)				(46,500)				(46,500)
Distribution from consolidated joint venture											(10,591)
Restricted stock units and stock options surrendered		(63)							(63)				(63)
Stock-based compensation expense		1,935							1,935				1,935
Ending balance at Jun. 30, 2019	514	901,129	(15,687)		(420,408)		(30,524)		435,024				435,024
Beginning balance at Mar. 31, 2019											291,115
Temporary Equity [Abstract]
Net income (loss)											3,099
Ending balance at Jun. 30, 2019											287,718
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax benefit and Translation adjustment related to adoption of ASU	514	901,129	(15,687)		(420,408)		(30,524)		435,024				435,024
Net income (loss)					22,349				22,349				22,349
Adjustment of noncontrolling interest to redemption value					(90,877)				(90,877)		90,877		(90,877)
Tax benefit and Translation adjustment related to adoption of ASU	514	900,247	(16,763)		(534,403)		(38,117)		311,478				311,478
Other comprehensive income (loss), net of income taxes							(7,593)		(7,593)				(7,593)
Payment of dividends		135	(1,076)		(45,467)				(46,408)				(46,408)
Exercise of stock options		71							71				71
Distribution from consolidated joint venture											(95,202)
Redemption of noncontrolling interests		(2,899)							(2,899)		(2,582)		(2,899)
Restricted stock units and stock options surrendered		(90)							(90)				(90)
Stock-based compensation expense		1,901							1,901				1,901
Ending balance at Sep. 30, 2019	514	900,247	(16,763)		(534,403)		(38,117)		311,478				311,478
Temporary Equity [Abstract]
Net income (loss)											1,459		1,459
Ending balance at Sep. 30, 2019											279,352
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax benefit and Translation adjustment related to adoption of ASU	514	900,247	(16,763)		(534,403)		(38,117)		311,478				311,478
Tax benefit and Translation adjustment related to adoption of ASU	549	1,185,168	(17,315)		(495,514)		(28,159)		644,729				644,729
Transition adjustment													(495,514)
Beginning balance at Dec. 31, 2019	549	1,185,168	(17,315)		(495,514)		(28,159)		644,729				644,729
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(46,516)				(46,516)				(46,516)
Adjustment of noncontrolling interest to redemption value					54,265				54,265		(54,265)		54,265
Tax benefit and Translation adjustment related to adoption of ASU	550	1,185,885	(17,872)	(5,343)	(545,104)	2,158	(63,438)	$ (3,185)	560,021			$ (3,185)	560,021
Other comprehensive income (loss), net of income taxes							(37,437)		(37,437)				(37,437)
Payment of dividends		147	(557)		(51,996)				(52,406)				(52,406)
Restricted stock units and stock options surrendered	1	(1,660)							(1,659)				(1,659)
Stock-based compensation expense		2,230							2,230				2,230
Ending balance at Mar. 31, 2020	550	1,185,885	(17,872)	(5,343)	(545,104)	2,158	(63,438)	(3,185)	560,021			(3,185)	560,021
Beginning balance at Dec. 31, 2019											221,511		221,511
Temporary Equity [Abstract]
Net income (loss)											4,220
Ending balance at Mar. 31, 2020											163,026
Beginning balance at Dec. 31, 2019	549	1,185,168	(17,315)		(495,514)		(28,159)		644,729				644,729
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax benefit and Translation adjustment related to adoption of ASU	550	1,190,160	(18,467)		(831,265)		(69,052)		271,926	$ 15,147			644,729
Ending balance at Sep. 30, 2020	550	1,190,160	(18,467)		(831,265)		(69,052)		271,926	15,147			287,073
Beginning balance at Dec. 31, 2019											221,511		221,511
Temporary Equity [Abstract]
Net income (loss)													30,280
Ending balance at Sep. 30, 2020											113,163		113,163
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax benefit and Translation adjustment related to adoption of ASU	550	1,185,885	(17,872)	(5,343)	(545,104)	2,158	(63,438)	(3,185)	560,021			(3,185)	560,021
Transition adjustment												(5,300)
Beginning balance at Mar. 31, 2020	550	1,185,885	(17,872)	(5,343)	(545,104)	2,158	(63,438)	(3,185)	560,021			(3,185)	560,021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(173,492)				(173,492)				(173,492)
Adjustment of noncontrolling interest to redemption value					6,174				6,174		(6,174)		6,174
Tax benefit and Translation adjustment related to adoption of ASU	550	1,188,046	(18,467)	$ (5,343)	(711,798)	$ 2,158	(64,627)	$ (3,185)	393,704			$ (3,185)	393,704
Other comprehensive income (loss), net of income taxes							(1,189)		(1,189)				(1,189)
Payment of dividends			(595)		624				29				29
Distribution from consolidated joint venture											(992)
Restricted stock units and stock options surrendered		(29)							(29)				(29)
Stock-based compensation expense		2,190							2,190				2,190
Ending balance at Jun. 30, 2020	550	1,188,046	(18,467)		(711,798)		(64,627)		393,704				393,704
Beginning balance at Mar. 31, 2020											163,026
Temporary Equity [Abstract]
Net income (loss)											14,167
Ending balance at Jun. 30, 2020											141,693
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax benefit and Translation adjustment related to adoption of ASU	550	1,188,046	(18,467)		(711,798)		(64,627)		393,704				393,704
Net income (loss)					(117,659)				(117,659)	(325)			(117,984)
Adjustment of noncontrolling interest to redemption value					(333)				(333)		333		(333)
Issuance of partnership units in Operating Partnership										15,472			15,472
Tax benefit and Translation adjustment related to adoption of ASU	550	1,190,160	(18,467)		(831,265)		(69,052)		271,926	15,147			393,704
Other comprehensive income (loss), net of income taxes							(4,425)		(4,425)				(4,425)
Payment of dividends		(13)			25				12				12
Redemption of noncontrolling interests					(1,500)				(1,500)		(16,970)		(1,500)
Restricted stock units and stock options surrendered		(76)							(76)				(76)
Stock-based compensation expense		2,203							2,203				2,203
Ending balance at Sep. 30, 2020	550	1,190,160	(18,467)		(831,265)		(69,052)		271,926	15,147			287,073
Temporary Equity [Abstract]
Net income (loss)											11,893		11,893
Ending balance at Sep. 30, 2020											$ 113,163		113,163
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Tax benefit and Translation adjustment related to adoption of ASU	$ 550	$ 1,190,160	$ (18,467)		$ (831,265)		$ (69,052)		$ 271,926	$ 15,147			287,073
Transition adjustment													$ (831,265)

Revenues - Revenues Disaggregated by Major Source (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Total revenues	$ 70,249	$ 379,787	$ 397,960	$ 1,158,281
Rooms [Member]
Disaggregation of Revenue [Line Items]
Total revenues	24,487	134,950	133,417	411,866
Hotel Group Rooms [Member]
Disaggregation of Revenue [Line Items]
Total revenues	2,747	93,172	85,611	301,932
Hotel Transient Rooms [Member]
Disaggregation of Revenue [Line Items]
Total revenues	21,740	41,778	47,806	109,934
Food and Beverage [Member]
Disaggregation of Revenue [Line Items]
Total revenues	16,217	155,173	163,477	499,346
Hotel Food And Beverage Banquets [Member]
Disaggregation of Revenue [Line Items]
Total revenues	3,653	104,961	111,904	354,678
Hotel Food And Beverage Outlets [Member]
Disaggregation of Revenue [Line Items]
Total revenues	12,564	50,212	51,573	144,668
Hotel, Other [Member]
Disaggregation of Revenue [Line Items]
Total revenues	17,274	38,134	57,060	111,684
Entertainment [Member]
Disaggregation of Revenue [Line Items]
Total revenues	12,271	51,530	44,006	135,385
Entertainment Admissions And Ticketing [Member]
Disaggregation of Revenue [Line Items]
Total revenues	1,689	24,075	12,456	59,658
Entertainment Food And Beverage [Member]
Disaggregation of Revenue [Line Items]
Total revenues	4,899	17,617	16,425	47,504
Entertainment Retail And Other [Member]
Disaggregation of Revenue [Line Items]
Total revenues	$ 5,683	$ 9,838	$ 15,125	$ 28,223

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2020
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. Almost all of the Company’s revenues are either cash-based or, for meeting and convention groups who meet the Company’s credit criteria, billed and collected on a short-term receivables basis. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase but are not included in revenue. The Company records a liability upon collection of such taxes from the customer and relieves the liability when payments are remitted to the applicable governmental agency.
Deferred Revenue	The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment.
Newly Issued Accounting Standards	Newly Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments,” which changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU replaces the previous “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The Company has applied these amendments with a modified-retrospective approach, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. For debt securities for which an other-than-temporary impairment has been previously recognized, a prospective transition approach for the prior other-than-temporary impairment is required. The Company adopted this ASU in the first quarter of 2020 and recorded an adjustment to beginning retained earnings of $5.3 million and an adjustment to accumulated other comprehensive loss of $2.2 million. See Note 4, “Accumulated Other Comprehensive Loss” and Note 6, “Notes Receivable” for additional disclosure. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides temporary optional expedients and exceptions to the existing guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The guidance in ASU 2020-04 is optional, effective immediately, and may be elected over time as reference rate reform activities occur generally through December 31, 2022. During 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of this guidance and may apply other elections as applicable as additional market changes occur. In October 2020, the FASB issued ASU No. 2020-09, “Debt – Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762,” which addresses disclosure rules on guaranteed debt securities offerings. The new rules allow for more summarized information regarding issuer and guarantor subsidiaries, as well as the option to provide the required disclosures in a footnote to the consolidated financial statements or in management’s discussion and analysis of financial condition and results of operations. The updated guidance is effective for the Company in January 2021; however, early adoption is permitted. The Company elected to adopt this guidance in the third quarter of 2020 and has included the applicable disclosures within management’s discussion and analysis of financial condition and results of operations in this Form 10-Q.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on Recurring Basis

The Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019, were as follows (in thousands):


			Markets for		Observable		Unobservable
	September 30,		Identical Assets		Inputs		Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	29,746	$	29,746	$	—	$	—
Total assets measured at fair value	$	29,746	$	29,746	$	—	$	—

Variable to fixed interest rate swaps	$	31,852	$	—	$	31,852	$	—
Total liabilities measured at fair value	$	31,852	$	—	$	31,852	$	—


			Markets for		Observable		Unobservable
	December 31,		Identical Assets		Inputs		Inputs
	2019		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	29,174	$	29,174	$	—	$	—
Variable to fixed interest rate swaps		3,808		—		3,808		—
Total assets measured at fair value	$	32,982	$	29,174	$	3,808	$	—

Variable to fixed interest rate swaps	$	2,174	$	—	$	2,174	$	—
Total liabilities measured at fair value	$	2,174	$	—	$	2,174	$	—

Leases

9 Months Ended

Sep. 30, 2020

Leases

Leases

9. LEASES:

The Company is a lessee of a 65.3 acre site in Osceola County, Florida on which Gaylord Palms is located, building or land leases for Ole Red Gatlinburg, Ole Red Orlando and Ole Red Tishomingo, various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074, which may be extended through January 2101, at the Company’s discretion. The leases for Ole Red locations range from five to ten years, with renewal options ranging from five to fifty-five years, at the Company’s discretion. Extension options are not considered reasonably assured and thus are not included in the Company’s calculation of its right-of-use assets and lease liabilities.

The terms of the Gaylord Palms lease include variable lease payments based upon net revenues at Gaylord Palms and certain other of the Company’s leases include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As the discount rate implicit in the Company’s operating leases is not readily determinable, the Company applied judgments related to the determination of the discount rates used to calculate the lease liability as required by Accounting Standards Codification Topic 842, “Leases”. The Company calculated its incremental borrowing rates by utilizing judgments and estimates regarding the Company’s secured borrowing rates, market credit rating, comparable bond yield curve, and adjustments to market yield curves to determine a securitized rate.

The Company’s lease costs for the three months and nine months ended September 30, 2020 and 2019 are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Operating lease cost	$	2,929	$	3,167	$	9,009	$	9,742
Finance lease cost:
Amortization of right-of-use assets		38		43		112		120
Interest on lease liabilities		12		18		37		49
Net lease cost	$	2,979	$	3,228	$	9,158	$	9,911

Future minimum lease payments under non-cancelable leases at September 30, 2020 are as follows (in thousands):


	Operating		Finance
	Leases		Leases
Year 1	$	6,335	$	260
Year 2		6,029		241
Year 3		6,062		232
Year 4		5,873		60
Year 5		5,911		46
Years thereafter		569,804		578
Total future minimum lease payments		600,014		1,417
Less amount representing interest		(492,632)		(271)
Total present value of minimum payments	$	107,382	$	1,146

The remaining lease term and discount rate for the Company’s leases are as follows:


Weighted-average remaining lease term:
Operating leases	50.3	years
Finance leases	10.1	years
Weighted-average discount rate:
Operating leases	6.8	%
Finance leases	4.0	%

Revenues (Tables)

9 Months Ended

Sep. 30, 2020

Revenues

Revenues Disaggregated by Major Source

The Company’s revenues disaggregated by major source are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Hotel group rooms	$	2,747	$	93,172	$	85,611	$	301,932
Hotel transient rooms		21,740		41,778		47,806		109,934
Hotel food and beverage - banquets		3,653		104,961		111,904		354,678
Hotel food and beverage - outlets		12,564		50,212		51,573		144,668
Hotel other		17,274		38,134		57,060		111,684
Entertainment admissions/ticketing		1,689		24,075		12,456		59,658
Entertainment food and beverage		4,899		17,617		16,425		47,504
Entertainment retail and other		5,683		9,838		15,125		28,223
Total revenues	$	70,249	$	379,787	$	397,960	$	1,158,281

Hospitality Segment Revenues Disaggregated by Location

The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Gaylord Opryland	$	17,514	$	90,186	$	94,961	$	278,131
Gaylord Palms		7,658		40,854		53,847		148,127
Gaylord Texan		19,651		66,508		81,119		207,873
Gaylord National		133		59,128		50,056		202,886
Gaylord Rockies		11,931		64,949		68,335		165,628
AC Hotel		735		2,882		2,730		8,631
Inn at Opryland and other		356		3,750		2,906		11,620
Total Hospitality segment revenues	$	57,978	$	328,257	$	353,954	$	1,022,896

Deferred Management Rights Proceeds

9 Months Ended

Sep. 30, 2020

Deferred Management Rights Proceeds

Deferred Management Rights Proceeds

8. DEFERRED MANAGEMENT RIGHTS PROCEEDS:

On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord Hotels properties (the “Management Rights”) to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property. The Company allocated $190.0 million of the purchase price to the Management Rights, based on the Company’s estimates of the fair values for the respective components. For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense.

Equity

9 Months Ended

Sep. 30, 2020

Equity

Equity

14. EQUITY:

Dividends

On February 25, 2020, the Company’s board of directors declared the Company’s first quarter 2020 cash dividend in the amount of $0.95 per share of common stock, or an aggregate of approximately $52.2 million in cash, which was paid on April 15, 2020 to stockholders of record as of the close of business on March 31, 2020. Following the payment of the first quarter 2020 cash dividend, the Company suspended its regular quarterly dividend payments for the remainder of 2020. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Amendment described in Note 7, “Debt,” to the condensed consolidated financial statements included herein, permits payment of dividends as necessary to maintain the Company’s REIT status and permits the Company to

pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of director’s determination as to the amount of distributions and the timing thereof.

Noncontrolling Interest in the Operating Partnership

The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. At September 30, 2020, 0.4 million outstanding OP Units, or less than 1% of the outstanding OP Units, were held by the noncontrolling limited partners and are included as a component of equity in the accompanying condensed consolidated balance sheet. The Company owns, directly or indirectly, the remaining 99.2% of the outstanding OP Units.

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues:
Total revenues	$ 70,249	$ 379,787	$ 397,960	$ 1,158,281
Operating expenses:
Total hotel operating expenses	86,990	225,696	359,920	680,424
Corporate	7,299	9,404	22,693	26,518
Preopening costs	96	164	1,597	2,274
Gain on sale of assets			(1,261)
Credit loss on held-to-maturity securities			32,784
Depreciation and amortization	53,876	53,998	161,232	160,560
Total operating expenses	173,415	323,284	637,111	962,498
Operating income (loss)	(103,166)	56,503	(239,151)	195,783
Interest expense	(28,127)	(35,261)	(87,527)	(100,840)
Interest income	1,540	2,878	5,765	8,756
Loss on extinguishment of debt		(494)		(494)
Loss from unconsolidated joint ventures	(1,767)	(308)	(5,482)	(475)
Other gains and (losses), net	1,729	1,109	(14,831)	857
Income (loss) before income taxes	(129,791)	24,427	(341,226)	103,587
Provision for income taxes	(86)	(3,537)	(27,046)	(13,743)
Net income (loss)	(129,877)	20,890	(368,272)	89,844
Net loss attributable to noncontrolling interest in consolidated joint venture	11,893	1,459	30,280	11,296
Net loss attributable to noncontrolling interest in Operating Partnership	325		325
Net income (loss) available to common stockholders	$ (117,659)	$ 22,349	$ (337,667)	$ 101,140
Basic income (loss) per share available to common stockholders	$ (2.14)	$ 0.43	$ (6.14)	$ 1.97
Diluted income (loss) per share available to common stockholders	$ (2.14)	$ 0.43	$ (6.14)	$ 1.95
Comprehensive income (loss), net of taxes	$ (134,302)	$ 13,297	$ (411,323)	$ 82,458
Comprehensive loss, net of taxes, attributable to noncontrolling interest	10,793	3,353	37,850	13,190
Comprehensive income (loss), net of taxes, available to common stockholders	(123,509)	16,650	(373,473)	95,648
Notes Receivable [Member]
Operating expenses:
Interest income	1,500	2,500	4,700	7,700
Bonds B Series [Member]
Operating expenses:
Credit loss on held-to-maturity securities	7,811		32,784
Rooms [Member]
Revenues:
Total revenues	24,487	134,950	133,417	411,866
Operating expenses:
Total hotel operating expenses	10,280	37,116	47,060	108,184
Food and Beverage [Member]
Revenues:
Total revenues	16,217	155,173	163,477	499,346
Operating expenses:
Total hotel operating expenses	19,233	88,584	114,935	270,623
Hotel, Other [Member]
Revenues:
Total revenues	17,274	38,134	57,060	111,684
Operating expenses:
Total hotel operating expenses	56,961	91,608	192,480	273,074
Management Fees [Member]
Operating expenses:
Total hotel operating expenses	516	8,388	5,445	28,543
Entertainment [Member]
Revenues:
Total revenues	12,271	51,530	44,006	135,385
Operating expenses:
Total hotel operating expenses	$ 17,343	$ 34,022	$ 60,146	$ 92,722

Pension and Postretirement Benefits Other Than Pension Plans - Net Periodic Benefit Cost (Credit) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Pension Plan [Member] \| Qualified Plan [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Interest cost	$ 534	$ 798	$ 1,885	$ 2,554
Expected return on plan assets	(962)	(935)	(3,071)	(2,822)
Amortization of net actuarial loss	340	293	903	866
Net settlement loss	1,343	1,577	1,343	1,577
Total net periodic benefit expense (income)	1,255	1,733	1,060	2,175
Postretirement Health Coverage [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Interest cost	17	26	52	76
Amortization of net actuarial loss	57	55	184	178
Amortization of prior service credit	(329)	(329)	(986)	(986)
Total net periodic benefit expense (income)	$ (255)	$ (248)	$ (750)	$ (732)

Pension and Postretirement Benefits Other than Pension Plans

9 Months Ended

Sep. 30, 2020

Pension and Postretirement Benefits Other Than Pension Plans

Pension and Postretirement Benefits Other than Pension Plans

11. PENSION AND POSTRETIREMENT BENEFITS OTHER THAN PENSION PLANS:

Net periodic pension expense reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Interest cost	$	534	$	798	$	1,885	$	2,554
Expected return on plan assets		(962)		(935)		(3,071)		(2,822)
Amortization of net actuarial loss		340		293		903		866
Net settlement loss		1,343		1,577		1,343		1,577
Total net periodic pension expense	$	1,255	$	1,733	$	1,060	$	2,175

As a result of increased lump-sum distributions from the Company’s qualified retirement plan during 2020 and 2019, net settlement losses of $1.3 million and $1.6 million were recognized in the three months and nine months ended September 30, 2020 and 2019, respectively.

In addition, the increase in lump-sum distributions required the Company to re-measure its liability under its pension plan as of July 31, 2020. As a result of the re-measurement, as well as a decrease in the pension plan’s assumed discount rate from 2.85% at December 31, 2019 to 1.76% at July 31, 2020, the Company recorded a $10.1 million increase in its liability under the pension plan and a corresponding increase in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet at September 30, 2020.

Net postretirement benefit income reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Interest cost	$	17	$	26	$	52	$	76
Amortization of net actuarial loss		57		55		184		178
Amortization of prior service credit		(329)		(329)		(986)		(986)
Total net postretirement benefit income	$	(255)	$	(248)	$	(750)	$	(732)

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
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+ Details

Pension and Postretirement Benefits Other Than Pension Plans - Discount Rate to Determine the Benefit Obligation (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2020	Jul. 31, 2020	Dec. 31, 2019
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate (as a percent)		1.76%	2.85%
Increase in pension plan liability	$ 10.1

Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2020

Equity

Summary of Changes in Accumulated Other Comprehensive Loss by Component

Changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2020 and 2019 consisted of the following (in thousands):


			Other-Than-
	Minimum		Temporary
	Pension		Impairment of		Interest Rate
	Liability		Investment		Derivatives		Total
Balance, December 31, 2019	$	(23,916)	$	(5,877)	$	1,634	$	(28,159)
Losses arising during period		(11,167)		—		(39,965)		(51,132)
Amounts reclassified from accumulated other comprehensive loss		1,444		158		6,479		8,081
Net other comprehensive income (loss)		(9,723)		158		(33,486)		(43,051)
Transition adjustment related to adoption of ASU 2016-13 (see Note 1)		—		2,158		—		2,158
Balance, September 30, 2020	$	(33,639)	$	(3,561)	$	(31,852)	$	(69,052)


			Other-Than-
	Minimum		Temporary
	Pension		Impairment of		Interest Rate
	Liability		Investment		Derivatives		Total
Balance, December 31, 2018	$	(21,814)	$	(6,210)	$	—	$	(28,024)
Losses arising during period		(5,164)		—		(3,789)		(8,953)
Amounts reclassified from accumulated other comprehensive loss		1,635		249		(1,197)		687
Income tax benefit		880		—		—		880
Net other comprehensive income (loss)		(2,649)		249		(4,986)		(7,386)
Transition adjustment related to adoption of ASU 2018-02		(2,707)		—		—		(2,707)
Balance, September 30, 2019	$	(27,170)	$	(5,961)	$	(4,986)	$	(38,117)

Basis of Presentation

9 Months Ended

Sep. 30, 2020

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 resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”) and the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”). The Company’s other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National.

At September 30, 2020, the Company also owns a 65% interest in a joint venture (the “Gaylord Rockies joint venture”) that owns the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”), which opened in December 2018 and is managed by Marriott. As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, management has concluded that the Company is the primary beneficiary of this variable interest entity. As such, the Company has consolidated the assets, liabilities and results of operations of the Gaylord Rockies joint venture in the accompanying condensed consolidated financial statements. The portion of the Gaylord Rockies joint venture that the Company does not own is recorded as noncontrolling interest in consolidated joint venture 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 statements of equity. Creditors of the Gaylord Rockies joint venture have no recourse to the general credit of the Company, except with respect to certain limited loan guarantees as discussed in Note 13, “Commitments and Contingencies” to the condensed consolidated financial statements included herein.

The Company also owns a number of media and entertainment assets, including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, and the General Jackson Showboat. The Company also owns a 50% interest in a joint venture intended to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”), which launched its broadcast network on January 1, 2020. See Note 13, “Commitments and Contingencies” to the condensed consolidated financial statements included herein for further disclosure.

The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.

The Company principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality, Entertainment, and Corporate and Other.

Impact of COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (COVID-19) as a pandemic, which continues to spread throughout the United States. COVID-19 is having an unprecedented impact on the U.S. economy, and there is significant uncertainty surrounding the full extent of its impact on the Company’s future results of operations and financial position.

The Company, in consultation with local governmental authorities, first determined to close its Nashville-based entertainment venues in mid-March 2020. As cancellations at the Gaylord Hotels properties began to increase, the Company and its hotel manager, Marriott, implemented a series of operational changes, culminating with the suspension of operations at the Gaylord Hotels properties in late March 2020. Gaylord Texan reopened June 8, 2020, and Gaylord Opryland, Gaylord Palms and Gaylord Rockies reopened June 25, 2020. Gaylord National remains closed. Hotel employees that were laid off or furloughed were generally paid the equivalent of one week of compensation, and benefits for non-union hotel employees have been maintained throughout the individual properties’ closures.

In the Company’s Entertainment segment, in addition to the temporary closure of its entertainment assets, the Company took steps to reduce operating costs in all areas. Many of the Company’s Nashville-based attractions reopened at reduced capacities in May and June 2020. The Grand Ole Opry and Ryman Auditorium began offering limited-capacity tours in June 2020, and in September 2020, they reopened for limited-capacity publicly attended performances. The Company’s decision to offer publicly attended performances with additional capacity will be based on a number of factors and made in consultation with local health authorities.

The Company amended its credit facility on April 23, 2020, as described in Note 7, “Debt.” The Company continues to pay all required debt service payments on its indebtedness, lease payments, taxes and other payables.

At September 30, 2020, the Company had an additional $664.1 million available for borrowing under its revolving credit facility and $52.2 million in unrestricted cash on hand. In addition, following the payment of the Company’s first quarter 2020 dividend as discussed in Note 14, “Equity,” to the condensed consolidated financial statements included herein, the Company suspended its regular quarterly dividend payments for the remainder of 2020. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Company’s credit agreement amendment described in Note 7, “Debt,” to the condensed consolidated financial statements included herein, permits payment of dividends as necessary to maintain the Company’s REIT status and permits the Company to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of director’s determinations as to the amount of distributions and timing thereof.

The Company has deferred substantially all non-essential capital projects, in addition to delaying the Gaylord Rockies expansion project, which was scheduled to begin construction in second quarter 2020. The Gaylord Palms expansion project is continuing, and the Company believes the expansion will allow Gaylord Palms to serve groups moving meetings to 2021.

Termination of Block 21 Acquisition

In December 2019, the Company entered into an agreement to purchase Block 21, a mixed-use entertainment, lodging, office and retail complex located in Austin, Texas, for $275 million, which included the assumption of approximately $141 million of existing mortgage debt. In May 2020, in response to the then-existing capital markets and economic environment caused by the COVID-19 pandemic, the Company determined it was not in the best interest of shareholders to focus resources and capital on the project and terminated the purchase agreement. The Company forfeited a nonrefundable December 2019 deposit of $15.0 million and recorded a loss, which is included in other gains and (losses), net in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2020.

Newly Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments,” which changes how entities measure credit losses for most financial assets and certain other instruments that are not measured

at fair value through net income. The ASU replaces the previous “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The Company has applied these amendments with a modified-retrospective approach, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. For debt securities for which an other-than-temporary impairment has been previously recognized, a prospective transition approach for the prior other-than-temporary impairment is required. The Company adopted this ASU in the first quarter of 2020 and recorded an adjustment to beginning retained earnings of $5.3 million and an adjustment to accumulated other comprehensive loss of $2.2 million. See Note 4, “Accumulated Other Comprehensive Loss” and Note 6, “Notes Receivable” for additional disclosure.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides temporary optional expedients and exceptions to the existing guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The guidance in ASU 2020-04 is optional, effective immediately, and may be elected over time as reference rate reform activities occur generally through December 31, 2022. During 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of this guidance and may apply other elections as applicable as additional market changes occur.

In October 2020, the FASB issued ASU No. 2020-09, “Debt – Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762,” which addresses disclosure rules on guaranteed debt securities offerings. The new rules allow for more summarized information regarding issuer and guarantor subsidiaries, as well as the option to provide the required disclosures in a footnote to the consolidated financial statements or in management’s discussion and analysis of financial condition and results of operations. The updated guidance is effective for the Company in January 2021; however, early adoption is permitted. The Company elected to adopt this guidance in the third quarter of 2020 and has included the applicable disclosures within management’s discussion and analysis of financial condition and results of operations in this Form 10-Q.

Income (Loss) Per Share

9 Months Ended

Sep. 30, 2020

Income (Loss) Per Share

Income (Loss) Per Share

3. INCOME (LOSS) PER SHARE:

The weighted average number of common shares outstanding is calculated as follows (in thousands):


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2020	2019	2020	2019
Weighted average shares outstanding - basic	54,980	51,444	54,955	51,411
Effect of dilutive stock-based compensation	—	125	—	152
Effect of dilutive put rights	—	263	—	263
Weighted average shares outstanding - diluted	54,980	51,832	54,955	51,826

For the three months and nine months ended September 30, 2020, the effect of dilutive stock-based compensation was the equivalent of 0.1 million shares of common stock outstanding. Because the Company had a loss from continuing

operations in the three months and nine months ended September 30, 2020, these incremental shares were excluded from the computation of dilutive earnings per share as the effect of their inclusion would have been anti-dilutive.

As more fully discussed in Note 13, “Commitments and Contingencies,” to the condensed consolidated financial statements included herein, certain affiliates of Ares Management, L.P. (“Ares”) each had a put right to require the Company to purchase their joint venture interests in the Gaylord Rockies joint venture in consideration of cash or operating partnership units (“OP Units”) of RHP Hotel Properties, LP (the “Operating Partnership”). These put rights were exercised during the three months ended September 30, 2020. The OP Units held by the noncontrolling interest holders have been excluded from the denominator of the diluted loss per share calculation for the three months and nine months ended September 30, 2020 as there would be no effect on the calculation of diluted loss per share because the loss attributable to the OP Units held by the noncontrolling interest holders would also be subtracted to derive net loss available to common stockholders.

Pension and Postretirement Benefits Other Than Pension Plans - Qualified Plan - Net Settlement Losses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Pension Plan [Member] \| Qualified Plan [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement and Curtailment [Abstract]
Net settlement loss	$ 1,343	$ 1,577	$ 1,343	$ 1,577

Notes Receivable - General Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]
Aggregate carrying values	$ 70,381	$ 70,381		$ 110,135
Transition adjustment	(831,265)	(831,265)		(495,514)
Credit loss		$ 32,784
Cumulative Effect, Period of Adoption, Adjustment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Transition adjustment			$ (5,300)
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
Credit loss	7,811	$ 32,784
Bonds B Series [Member] \| Cumulative Effect, Period of Adoption, Adjustment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Transition adjustment			$ (5,200)
Bonds A and B Series [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Aggregate carrying values	70,400	70,400		110,100
Credit loss reserve	$ 38,000	$ 38,000		$ 0

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2020

Property and Equipment

Property and Equipment


	September 30,		December 31,
	2020		2019
Land and land improvements	$	351,569	$	349,024
Buildings		3,465,367		3,432,136
Furniture, fixtures and equipment		975,368		968,858
Right-of-use finance lease assets		1,613		1,613
Construction-in-progress		147,869		82,906
		4,941,786		4,834,537
Accumulated depreciation and amortization		(1,813,169)		(1,704,285)
Property and equipment, net	$	3,128,617	$	3,130,252

Stock Plans - Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Stock Plans
Compensation cost on stock-based compensation plans	$ 2.2	$ 1.9	$ 6.6	$ 5.9

Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Income (Loss) Per Share

Weighted Average Number of Common Shares Outstanding

The weighted average number of common shares outstanding is calculated as follows (in thousands):


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2020	2019	2020	2019
Weighted average shares outstanding - basic	54,980	51,444	54,955	51,411
Effect of dilutive stock-based compensation	—	125	—	152
Effect of dilutive put rights	—	263	—	263
Weighted average shares outstanding - diluted	54,980	51,832	54,955	51,826

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet:
Cash and cash equivalents - unrestricted	$ 52,162	$ 362,430	$ 101,786
Cash and cash equivalents - restricted	48,771	57,966	57,673
Cash, cash equivalents, and restricted cash, end of period	$ 100,933	$ 420,396	$ 159,459	$ 149,089

Revenues - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Contract with Customer, Liability [Abstract]
Deferred revenues	$ 61.7	$ 76.7
Change in Contract with Customer, Liability [Abstract]
Revenue recognized	$ 44.8

Pension and Postretirement Benefits Other Than Pension Plans (Tables)

9 Months Ended

Sep. 30, 2020

Pension Plan [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Pension and Postretirement Benefit (Income) Expense


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Interest cost	$	534	$	798	$	1,885	$	2,554
Expected return on plan assets		(962)		(935)		(3,071)		(2,822)
Amortization of net actuarial loss		340		293		903		866
Net settlement loss		1,343		1,577		1,343		1,577
Total net periodic pension expense	$	1,255	$	1,733	$	1,060	$	2,175

Postretirement Health Coverage [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Pension and Postretirement Benefit (Income) Expense


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Interest cost	$	17	$	26	$	52	$	76
Amortization of net actuarial loss		57		55		184		178
Amortization of prior service credit		(329)		(329)		(986)		(986)
Total net postretirement benefit income	$	(255)	$	(248)	$	(750)	$	(732)

Income (Loss) Per Share - Additional Information (Details) - shares shares in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Stock-based compensation
INCOME PER SHARE
Anti-dilutive securities excluded from EPS computation	0.1	0.1

Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities measured at fair value	$ 31,852	$ 2,174
Deferred compensation plan investments	29,746	29,174
Total assets measured at fair value	29,746	32,982
Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities measured at fair value	31,852	2,174
Total assets measured at fair value		3,808
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan investments	29,746	29,174
Total assets measured at fair value	29,746	29,174
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	31,852	2,174
Total assets measured at fair value		3,808
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities measured at fair value	$ 31,852	2,174
Total assets measured at fair value		$ 3,808

Basis of Presentation - Acquisition (Details) - Block 21 [Member] $ in Millions	1 Months Ended
	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Purchase price	$ 275.0
Liabilities assumed	141.0
Nonrefundable deposit	$ 15.0

Deferred Management Rights Proceeds (Details) - USD ($) $ in Millions		9 Months Ended
	Oct. 01, 2012	Sep. 30, 2020
Deferred Management Rights Proceeds
Sales price of management rights and intellectual property	$ 210.0
Purchase price allocated to the management rights	$ 190.0
Term of management rights for income amortization		65 years

Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Income Tax Expense (Benefit), Continuing Operations [Abstract]
Provision for income taxes	$ 86	$ 3,537	$ 27,046	$ 13,743
Valuation allowance	26,700		26,700
Income tax expense (benefit)	100		300
Unrecognized tax benefits	$ 0		$ 0		$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Revenues

9 Months Ended

Sep. 30, 2020

Revenues

Revenues

2. REVENUES:

Revenues from occupied hotel rooms are recognized over time as the daily hotel stay is provided to hotel groups and guests. Revenues from concessions, food and beverage sales, and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the hotel group or guest. Revenues from ancillary services at the Company’s hotels, such as spa, parking, and transportation services, are generally recognized at the time the goods or services are provided. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are generally recognized as revenue in the period the Company determines it is probable that a significant reversal in the amount of revenue recognized will not occur, which is typically the period these fees are collected. The Company generally recognizes revenues from the Entertainment segment at the point in time that services are provided or goods are delivered or shipped to the customer, as applicable. Almost all of the Company’s revenues are either cash-based or, for meeting and convention groups who meet the Company’s credit criteria, billed and collected on a short-term receivables basis. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase but are not included in revenue. The Company records a liability upon collection of such taxes from the customer and relieves the liability when payments are remitted to the applicable governmental agency.

The Company’s revenues disaggregated by major source are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Hotel group rooms	$	2,747	$	93,172	$	85,611	$	301,932
Hotel transient rooms		21,740		41,778		47,806		109,934
Hotel food and beverage - banquets		3,653		104,961		111,904		354,678
Hotel food and beverage - outlets		12,564		50,212		51,573		144,668
Hotel other		17,274		38,134		57,060		111,684
Entertainment admissions/ticketing		1,689		24,075		12,456		59,658
Entertainment food and beverage		4,899		17,617		16,425		47,504
Entertainment retail and other		5,683		9,838		15,125		28,223
Total revenues	$	70,249	$	379,787	$	397,960	$	1,158,281

The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Gaylord Opryland	$	17,514	$	90,186	$	94,961	$	278,131
Gaylord Palms		7,658		40,854		53,847		148,127
Gaylord Texan		19,651		66,508		81,119		207,873
Gaylord National		133		59,128		50,056		202,886
Gaylord Rockies		11,931		64,949		68,335		165,628
AC Hotel		735		2,882		2,730		8,631
Inn at Opryland and other		356		3,750		2,906		11,620
Total Hospitality segment revenues	$	57,978	$	328,257	$	353,954	$	1,022,896

The majority of the Company’s Entertainment segment revenues are concentrated in Tennessee.

The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. At September 30, 2020 and December 31, 2019, the Company had $61.7 million and $76.7 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, 2019, approximately $44.8 million was recognized in revenue during the nine months ended September 30, 2020.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Basis of Presentation - Covid 19 (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020 item	Sep. 30, 2020 USD ($)	Apr. 23, 2020 $ / shares	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)
Debt Instrument [Line Items]
Number of weeks employee severance compensation paid \| item	1
Cash and cash equivalents - unrestricted		$ 52,162		$ 362,430	$ 101,786
Revolving Credit Facility [Member] \| $700 Million Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Remaining borrowing capacity		$ 664,100
Sixth Amended And Restated Credit Agreement [Member]
Debt Instrument [Line Items]
Dividends permitted amount per quarter \| $ / shares			$ 0.01

Financial Reporting By Business Segments - Identifiable Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Segment Reporting Information [Line Items]
Preopening costs	$ 96	$ 164	$ 1,597	$ 2,274
Identifiable assets	3,587,751		3,587,751		$ 4,088,468
Hospitality [Member]
Segment Reporting Information [Line Items]
Preopening costs			200	600
Identifiable assets	3,310,128		3,310,128		3,494,084
Entertainment [Member]
Segment Reporting Information [Line Items]
Preopening costs			1,400	$ 1,600
Identifiable assets	188,848		188,848		181,036
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Identifiable assets	$ 88,775		$ 88,775		$ 413,348

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

+ Details

Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended				9 Months Ended
	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Apr. 23, 2020
Subsidiary or Equity Method Investee [Line Items]
Dividend amount for current period (in dollars per share)	$ 0.95	$ 0.90	$ 0.90	$ 0.90
Aggregated dividend paid					$ 52.2
Dividend payable date declared					Feb. 25, 2020
Common stock dividend payable date					Apr. 15, 2020
Dividend payable date of record					Mar. 31, 2020
Conversion of outstanding Operating Partnership Units into the Company's common stock ( in shares)					1
Outstanding Operating Partnership Units					400,000
Noncontrolling Limited Partners [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of outstanding Operating Partnership Units held by the noncontrolling limited partners					1.00%
Ryman Hospitality Properties, Inc [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of outstanding Operating Partnership Units held by the company					99.20%
Sixth Amended And Restated Credit Agreement [Member]
Subsidiary or Equity Method Investee [Line Items]
Dividends permitted amount per quarter						$ 0.01

Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt

Summary of Debt and Finance Lease Obligations

The Company’s debt and finance lease obligations at September 30, 2020 and December 31, 2019 consisted of (in thousands):


	September 30,		December 31,
	2020		2019
$700M Revolving Credit Facility, interest at LIBOR plus 1.95%, maturing March 31, 2024, less unamortized deferred financing costs of $7,647 and $0	$	27,353	$	—
$300M Term Loan A, interest at LIBOR plus 1.90%, maturing May 31, 2025, less unamortized deferred financing costs of $2,280 and $2,478		297,720		297,522
$500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024, less unamortized deferred financing costs of $3,771 and $4,501		378,729		381,749
$400M Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $2,531 and $3,222		397,469		396,778
$700M Senior Notes, interest at 4.75%, maturing October 15, 2027, less unamortized deferred financing costs of $10,989 and $11,808, plus unamortized premium of $2,234 and $2,434		691,245		690,626
$800M Term Loan (Gaylord Rockies JV), interest at LIBOR plus 2.50%, maturing July 2, 2023, less unamortized deferred financing costs of $6,690 and $8,015		793,310		791,985
Finance lease obligations		1,146		1,308
Total debt	$	2,586,972	$	2,559,968

Schedule of Fair Value of the Company's Derivative Financial Instruments

The estimated fair value of the Company’s derivative financial instruments at September 30, 2020 and December 31, 2019 is as follows (in thousands):


						Estimated Fair Value
						Asset (Liability) Balance
		Strike			Notional	September 30,		December 31,
Hedged Debt	Type	Rate	Index	Maturity Date	Amount	2020		2019
Term Loan B	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$ 87,500	$	(2,460)	$	959
Term Loan B	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$ 87,500		(2,460)		959
Term Loan B	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$ 87,500		(2,460)		956
Term Loan B	Interest Rate Swap	1.2315%	1-month LIBOR	May 11, 2023	$ 87,500		(2,478)		934
Gaylord Rockies Loan	Interest Rate Swap	1.6500%	1-month LIBOR	August 1, 2022	$ 800,000		(21,994)		(2,174)
						$	(31,852)	$	1,634

Summary of Effect of Derivative Financial Instruments on the Accompanying Condensed Consolidated Statements of Operations

The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands):


	Amount of Gain (Loss)					Amount of Gain (Loss)
	Recognized in OCI					Reclassified from Accumulated
	on Derivative				Location of Gain (Loss)	OCI into Income (Expense)
	Three Months Ended				Reclassified from	Three Months Ended
	September 30,				Accumulated OCI	September 30,
	2020		2019		into Income (Expense)	2020		2019
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	183	$	(3,789)	Interest expense	$	(3,989)	$	1,197
Total derivatives	$	183	$	(3,789)		$	(3,989)	$	1,197


	Amount of Gain (Loss)					Amount of Gain (Loss)
	Recognized in OCI on					Reclassified from Accumulated
	Derivative				Location of Gain (Loss)	OCI into Income (Expense)
	Nine Months Ended				Reclassified from	Nine Months Ended
	September 30,				Accumulated OCI	September 30,
	2020		2019		into Income (Expense)	2020		2019
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	(39,965)	$	(3,789)	Interest expense	$	(6,479)	$	1,197
Total derivatives	$	(39,965)	$	(3,789)		$	(6,479)	$	1,197

Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2020

Equity

Accumulated Other Comprehensive Loss

4. ACCUMULATED OTHER COMPREHENSIVE LOSS:

The Company’s balance in accumulated other comprehensive loss is comprised of amounts related to the Company’s minimum pension liability discussed in Note 11, “Pension and Postretirement Benefits Other Than Pension Plans,” interest rate derivatives designated as cash flow hedges related to the Company’s and the Gaylord Rockies joint venture’s outstanding debt as discussed in Note 7, “Debt,” and amounts related to an other-than-temporary impairment of a held-to-maturity investment that existed prior to the Company’s adoption of ASU 2016-13 with respect to the notes receivable discussed in Note 6, “Notes Receivable,” to the condensed consolidated financial statements included herein, and Note 3, “Notes Receivable,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2020 and 2019 consisted of the following (in thousands):


			Other-Than-
	Minimum		Temporary
	Pension		Impairment of		Interest Rate
	Liability		Investment		Derivatives		Total
Balance, December 31, 2019	$	(23,916)	$	(5,877)	$	1,634	$	(28,159)
Losses arising during period		(11,167)		—		(39,965)		(51,132)
Amounts reclassified from accumulated other comprehensive loss		1,444		158		6,479		8,081
Net other comprehensive income (loss)		(9,723)		158		(33,486)		(43,051)
Transition adjustment related to adoption of ASU 2016-13 (see Note 1)		—		2,158		—		2,158
Balance, September 30, 2020	$	(33,639)	$	(3,561)	$	(31,852)	$	(69,052)


			Other-Than-
	Minimum		Temporary
	Pension		Impairment of		Interest Rate
	Liability		Investment		Derivatives		Total
Balance, December 31, 2018	$	(21,814)	$	(6,210)	$	—	$	(28,024)
Losses arising during period		(5,164)		—		(3,789)		(8,953)
Amounts reclassified from accumulated other comprehensive loss		1,635		249		(1,197)		687
Income tax benefit		880		—		—		880
Net other comprehensive income (loss)		(2,649)		249		(4,986)		(7,386)
Transition adjustment related to adoption of ASU 2018-02		(2,707)		—		—		(2,707)
Balance, September 30, 2019	$	(27,170)	$	(5,961)	$	(4,986)	$	(38,117)

Accumulated Other Comprehensive Loss - Summary of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Mar. 31, 2020	Jan. 01, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	$ 644,729
Transition adjustment	(831,265)				$ (495,514)
Transition adjustment	(69,052)				$ (28,159)
Ending balance	271,926
Cumulative Effect, Period of Adoption, Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Transition adjustment			$ (5,300)
Transition adjustment				$ 2,200
Interest Rate Derivatives [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	1,634
Losses arising during period	(39,965)	$ (3,789)
Amounts reclassified from accumulated other comprehensive loss	6,479	(1,197)
Net other comprehensive income (loss)	(33,486)	(4,986)
Ending balance	(31,852)	(4,986)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(23,916)	(21,814)
Losses arising during period	(11,167)	(5,164)
Amounts reclassified from accumulated other comprehensive loss	1,444	1,635
Income tax benefit		(880)
Net other comprehensive income (loss)	(9,723)	(2,649)
Ending balance	(33,639)	(27,170)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] \| Cumulative Effect, Period of Adoption, Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Transition adjustment		(2,707)
Accumulated Other-than-Temporary Impairment Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(5,877)	(6,210)
Amounts reclassified from accumulated other comprehensive loss	158	249
Net other comprehensive income (loss)	158	249
Ending balance	(3,561)	(5,961)
Accumulated Other-than-Temporary Impairment Attributable to Parent [Member] \| Cumulative Effect, Period of Adoption, Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Transition adjustment	2,158
AOCI Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(28,159)	(28,024)
Losses arising during period	(51,132)	(8,953)
Amounts reclassified from accumulated other comprehensive loss	8,081	687
Income tax benefit		(880)
Net other comprehensive income (loss)	(43,051)	(7,386)
Ending balance	(69,052)	(38,117)
AOCI Attributable to Parent [Member] \| Cumulative Effect, Period of Adoption, Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Transition adjustment	$ 2,158	$ (2,707)