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What changed in Ryman Hospitality Properties, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Ryman Hospitality Properties, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+323 added−353 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-23)

Top changes in Ryman Hospitality Properties, Inc.'s 2024 10-K

323 paragraphs added · 353 removed · 269 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

65 edited+5 added−10 removed109 unchanged
Biggest changeThe venue closed December 31, 2023, and we are currently renovating the facility to reposition it as a Luke Combs-themed entertainment concept expected to be completed in 2024 (“Category 10”). 9 Table of Contents Corporate and Other Segment Our Corporate and Other segment includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including certain costs for our retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses.
Biggest changeCorporate and Other Segment Our Corporate and Other segment includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including certain costs for our retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses. ​ 9 Table of Contents Corporate History and Structure We were originally incorporated in 1956 and were reorganized in connection with a 1997 corporate restructuring.
Our other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National, and effective June 30, 2023, the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”).
Our other owned hotel assets managed by Marriott include the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) (effective June 30, 2023), 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.
Based on our information, publicly available information, and information and data obtained from Smith Travel Research, the top 10 non-gaming hotels within the United States with the highest square footage of self-contained exhibit and meeting space as of January 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Exhibit and ​ ​ ​ ​ ​ ​ Meeting Space Facility (1) ​ Location ​ Hotel Rooms ​ (sq. ft.) Gaylord Opryland Resort & Convention Center Nashville, TN 2,888 640,000 Gaylord National Resort & Convention Center National Harbor, MD 1,996 501,000 Gaylord Texan Resort & Convention Center Grapevine, TX 1,814 488,000 Gaylord Palms Resort & Convention Center Kissimmee, FL 1,718 467,000 Rosen Shingle Creek Orlando, FL 1,501 445,000 Gaylord Rockies Resort & Convention Center ​ Aurora, CO ​ 1,501 ​ 409,000 Orlando World Center Marriott Orlando, FL 2,010 360,000 Hilton Anatole ​ Dallas, TX ​ 1,606 ​ 360,000 Marriott Walt Disney World Dolphin ​ Orlando, FL ​ 1,514 ​ 349,000 Hyatt Regency Orlando ​ Orlando, FL ​ 1,641 ​ 315,000 (1) Bolded facilities are owned by the Company. ​ Gaylord Opryland Resort & Convention Center — Nashville, Tennessee.
Based on our information, publicly available information, and information and data obtained from Smith Travel Research, the top 10 non-gaming hotels within the United States with the highest square footage of self-contained exhibit and meeting space as of January 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Exhibit and ​ ​ ​ ​ ​ ​ Meeting Space Facility (1) ​ Location ​ Hotel Rooms ​ (sq. ft.) Gaylord Opryland Resort & Convention Center Nashville, TN 2,888 640,000 Gaylord National Resort & Convention Center National Harbor, MD 1,996 501,000 Gaylord Texan Resort & Convention Center Grapevine, TX 1,814 488,000 Gaylord Palms Resort & Convention Center Kissimmee, FL 1,718 467,000 Rosen Shingle Creek Orlando, FL 1,501 445,000 Gaylord Rockies Resort & Convention Center ​ Aurora, CO ​ 1,501 ​ 409,000 Orlando World Center Marriott Orlando, FL 2,010 360,000 Hilton Anatole ​ Dallas, TX ​ 1,606 ​ 360,000 Marriott Walt Disney World Dolphin ​ Orlando, FL ​ 1,514 ​ 349,000 Hyatt Regency Orlando ​ Orlando, FL ​ 1,641 ​ 315,000 (1) Bolded facilities are owned by the Company. ​ Gaylord Opryland Resort & Convention Center — Nashville, Tennessee.
This concept of a self-contained destination dedicated primarily to the meetings industry has placed our Gaylord Hotels properties among the leading convention hotels in the country. Our Gaylord Hotels properties are routinely recognized by many industry and commercial publications, including being named the 2023 STELLA Award Gold Winner for best hotel chain by Northstar Meetings Group.
This concept of a self-contained destination dedicated primarily to the meetings industry has placed our Gaylord Hotels properties among the leading convention hotels in the country. Our Gaylord Hotels properties are routinely recognized by many industry and commercial publications, including being named the 2023 and 2024 STELLA Award Gold Winner for best hotel chain by Northstar Meetings Group.
We offer our Perspectives series, which is an opportunity for employees to network with and learn from our leaders about their unique perspectives and expertise. ● Employee Engagement : The Company provides regular opportunities for employee engagement, including update meetings where full-time employees can hear directly from senior leadership about business performance and vision for the future.
We also offer our Perspectives series, which is an opportunity for employees to network with and learn from our leaders about their unique perspectives and expertise. ● Employee Engagement : The Company provides regular opportunities for employee engagement, including update meetings where full-time employees can hear directly from senior leadership about business performance and vision for the future.
To meet this requirement, our hotel properties are owned or leased by certain subsidiaries of the Operating Partnership, which are disregarded entities for federal income tax purposes, and these subsidiaries lease or sublease our hotels to our TRS pursuant to leases that contain economic terms which are similar to leases between unrelated parties.
To meet this requirement, our hotel properties are owned or leased by certain subsidiaries of the Operating Partnership, which are disregarded entities for federal income tax purposes, and these subsidiaries lease or sublease our hotels to our TRS lessees pursuant to leases that contain economic terms which are similar to leases between unrelated parties.
Both awards recognize exemplary performance throughout different levels of the organization. Finalists for both awards are selected by our Chairman and are recognized at an annual reception. ● Total Wellbeing/Total Rewards : We offer a competitive and comprehensive pay and benefits package that meets the various needs of our employees.
Both awards recognize exemplary performance throughout different levels of the organization. Finalists for both awards are selected by our Executive Chairman and are recognized at an annual reception. ● Total Wellbeing/Total Rewards : We offer a competitive and comprehensive pay and benefits package that meets the various needs of our employees.
Financial information by business segment and for each of our Gaylord Hotels properties as of December 31, 2023 and for each of the three years then ended appears in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in “Note 13 – Financial Reporting by Business Segments” to our consolidated financial statements included in this Annual Report on Form 10-K. 5 Table of Contents Our Long-Term Strategic Plan Our goal is to be the nation’s premier hospitality REIT for group-oriented, destination hotel assets in urban and resort markets. ● Existing Hotel Property Design.
Financial information by business segment and for each of our Gaylord Hotels properties as of December 31, 2024 and for each of the three years then ended appears in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in “Note 13 – Financial Reporting by Business Segments” to our consolidated financial statements included in this Annual Report on Form 10-K. 5 Table of Contents Our Long-Term Strategic Plan Our goal is to be the nation’s premier hospitality REIT for group-oriented, destination hotel assets in urban and resort markets. ● Existing Hotel Property Design.
Management Agreements Gaylord Hotels. We are a party to a management agreement with Marriott for each of our Gaylord Hotels properties, as well as a pooling agreement with Marriott with respect to our Gaylord Hotels properties other than Gaylord Rockies, on an aggregate basis.
We are a party to a management agreement with Marriott for each of our Gaylord Hotels properties, as well as a pooling agreement with Marriott with respect to our Gaylord Hotels properties other than Gaylord Rockies, on an aggregate basis.
Our hotels also compete against large municipal convention centers, including those in Orlando, Chicago, Atlanta, Dallas, Nashville, Washington, D.C., Denver and San Antonio. We believe that our hotels’ expansive spaces and quality meeting and convention facilities and services provide a competitive advantage over other hotels and convention centers. The hotel business is management and marketing intensive.
Our hotels also compete against large municipal convention centers, including those in Orlando, Las Vegas, Chicago, Atlanta, Dallas, Nashville, Washington, D.C., Denver and San Antonio. We believe that our hotels’ expansive spaces and quality meeting and convention facilities and services provide a competitive advantage over other hotels and convention centers. The hotel business is management and marketing intensive.
The information provided on our web site is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report. The public may also read and copy any materials that we file with the SEC on its website at www.sec.gov.
The information provided on our website is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report. The public may also read and copy any materials that we file with the SEC on its website at www.sec.gov.
From April 2018 to May 2019, he was Executive Vice President of Asset Management for the Company. From January 2013 to March 2018, he was the Senior Vice President of Asset Management. From January 2007 to December 2012, he led the strategic planning, operations analysis and investor relations functions for Gaylord Entertainment. Prior to its sale in June 2007, Mr.
From April 2018 to May 2019, he was Executive Vice President of Asset Management for the Company. From January 2013 to March 2018, he was the Senior Vice President of Asset Management. From January 2007 to December 2012, he led the strategic planning, operations analysis and investor relations functions for the Company. Prior to its sale in June 2007, Mr.
The General Jackson is one of many sources of entertainment that is available to conventions held at Gaylord Opryland. During the day, it operates cruises, primarily serving tourists visiting the Gaylord Opryland complex and the Nashville area. Marriott manages the day-to-day operations of the General Jackson. The Wildhorse Saloon.
The General Jackson is one of many sources of entertainment that is available to conventions held at Gaylord Opryland. During the day, it operates cruises, primarily serving tourists visiting the Gaylord Opryland complex and the Nashville area. Marriott manages the day-to-day operations of the General Jackson.
To serve our customers, we have built a strong, people-centric corporate culture that celebrates diversity, provides opportunities for growth and improves our local communities. Providing competitive compensation and benefits to our employees is fundamental to the success of our organization.
To serve our customers, we have built a strong, people-centric corporate culture that provides opportunities for growth and improves our local communities. Providing competitive compensation and benefits to our employees is fundamental to the success of our organization.
Our Performance Management tool allows employees to comment on their progress toward their goals and also allows leaders to track this progress and provide coaching and mentoring in response to their individual needs. ● Training and Development : We conduct robust onboarding, training and development for all levels of employees focused on our guiding principles (Passion, Respect, Winning Attitude, Integrity, Service, Teamwork, Pride, Creativity and Fun).
Our Performance Management tool allows employees to comment on their progress toward their goals and also allows leaders to track this progress and provide coaching and mentoring in response to their individual needs. 11 Table of Contents ● Training and Development : We conduct robust onboarding, training and development for all levels of employees focused on our guiding principles (Passion, Respect, Winning Attitude, Integrity, Service, Teamwork, Pride, Creativity and Fun).
If one or more of our Gaylord Hotels properties other than Gaylord Rockies were not a “pooled hotel” (i.e., if we cease to own the hotel or we lease the hotel 13 Table of Contents to a third party), the thresholds used to calculate the incentive fee in the pooling agreement will be adjusted, and the incentive fee for the non-pooled hotel will be based on such hotel’s performance.
If one or more of our Gaylord Hotels properties other than Gaylord Rockies were not a “pooled hotel” (i.e., if we cease to own the hotel or we lease the hotel to a third party), the thresholds used to calculate the incentive fee in the pooling agreement will be adjusted, and the incentive fee for the non-pooled hotel will be based on such hotel’s performance.
The original term of the management agreement for the General Jackson concluded during 2023 but the management agreement includes indefinite one-year renewal options so long as neither party terminates the agreement. The management agreement for Gaylord Springs expires in 2025. W Austin.
The original term of the management agreement for the General Jackson concluded during 2023 but the management agreement includes indefinite one-year renewal options so long as neither party terminates the agreement. The management agreement for Gaylord Springs expires in 2028. W Austin.
In September 2023, we published our Sustainability Report, which highlights the environmental and social performance of the Company and includes ongoing initiatives and historical performance in alignment with the Global Reporting Initiative Index and the Sustainability Accounting Standards Board Real Estate Infrastructure Segment Standard. This report is available on our website at https://ir.rymanhp.com/social-responsibility/sustainability-reports.
In September 2024, we published our Sustainability Report, which highlights the environmental and social performance of the Company and includes ongoing initiatives and historical performance in alignment with the Global Reporting Initiative Index and the Sustainability Accounting Standards Board Real Estate Infrastructure Segment Standard. This report is available on our website at https://ir.rymanhp.com/sustainability/sustainability-reports.
The management agreements and pooling agreement also contain certain restrictions on our incurring indebtedness that encumber our Gaylord Hotels properties other than Gaylord Rockies on an individual or aggregate basis. The management agreements may be terminated earlier than the stated term if certain events occur, including the failure of Marriott to satisfy certain performance standards.
The management agreements and pooling agreement also contain certain restrictions on our incurring indebtedness that encumber our Gaylord Hotels properties other than Gaylord Rockies on an individual or aggregate basis. The management agreements may be 13 Table of Contents terminated earlier than the stated term if certain events occur, including the failure of Marriott to satisfy certain performance standards.
We make available free of charge through our web site our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, definitive proxy statements, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”).
We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, definitive proxy statements, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”).
Our people-first culture and our benefits offerings contribute to our ability to remain an employer of choice in each of our markets. Programs in place to reinforce our people-centric culture include, among others: ● Diversity & Inclusion : We are committed to building an inclusive workforce through enhanced recruitment initiatives to attract, employ and develop diverse candidates from all backgrounds.
Our people-first culture and our benefits offerings contribute to our ability to remain an employer of choice in each of our markets. Programs in place to reinforce our people-centric culture include, among others: ● Inclusion : We are committed to building an inclusive workforce through recruitment initiatives to attract, employ and develop candidates from all backgrounds.
These three business segments — Hospitality, Entertainment, and Corporate and Other — represented approximately 85%, 15% and 0%, respectively, of our total revenues for the fiscal year ended December 31, 2023.
These three business segments — Hospitality, Entertainment, and Corporate and Other — represented approximately 85%, 15% and 0%, respectively, of our total revenues for the fiscal year ended December 31, 2024.
Since 2018, we have opened six Ole Red locations, multi-level entertainment venues with locations in downtown Nashville, Tennessee; Gatlinburg, Tennessee; Orlando, Florida; Tishomingo, Oklahoma; at the Nashville International Airport; and Las Vegas, Nevada (which opened in January 2024). Each of these restaurant, bar and live music venues showcase curated country music talent alongside concert-quality production and sound capabilities. WSM-AM.
Since 2018, we have opened six Ole Red locations, multi-level entertainment venues with locations in downtown Nashville, Tennessee; Gatlinburg, Tennessee; Orlando, Florida; Tishomingo, Oklahoma; at the Nashville International Airport; and Las Vegas, Nevada (which opened in January 2024). Each of these restaurant, bar and live music venues showcase curated country music talent alongside concert-quality production and sound capabilities. Category 10.
The resort is approximately a five-minute drive from the main gate of the Walt Disney World® Resort complex. Gaylord Palms has a number of themed restaurants, retail outlets, a new resort rapid river, and a full-service spa with 20,000 square feet of dedicated space.
The resort is approximately a five-minute drive from the main gate of the Walt Disney World® Resort complex. Gaylord Palms has a number of 7 Table of Contents themed restaurants, retail outlets, a new resort rapid river, and a full-service spa with 20,000 square feet of dedicated space.
Each week, the Grand Ole Opry is broadcast live to millions of country lifestyle consumers on radio via WSM-AM and Sirius/XM Radio and streamed on the Internet. The show has been broadcast since 1925 on WSM-AM, making it the longest running live radio program in the United States.
Each 8 Table of Contents week, the Grand Ole Opry is broadcast live to millions of country lifestyle consumers on radio via WSM-AM and Sirius/XM Radio and streamed on the Internet. The show has been broadcast since 1925 on WSM-AM, making it the longest running live radio program in the United States.
We have made firm commitments to strengthening the local communities in which we operate. The RHP Foundation was established in 2005 to formalize our charitable commitments and to help elevate our impact.
In addition, we have made firm commitments to strengthening the local communities in which we operate. The RHP Foundation was established in 2005 to formalize our charitable commitments and to help elevate our impact in these communities.
However, under the terms of our management agreements with Marriott, we may be required to bear the cost of any capital expenditures necessary to comply with a legal requirement. 15 Table of Contents Additional Information Our web site address is www.rymanhp.com.
However, under the terms of our management agreements with Marriott, we may be required to bear the cost of any capital expenditures necessary to comply with a legal requirement. 15 Table of Contents Additional Information Our website address is www.rymanhp.com.
Chaffin served as the head of finance for ResortQuest International, formerly a division of Gaylord Entertainment. Prior to joining Gaylord 16 Table of Contents Entertainment in January 2005, Mr. Chaffin worked for General Motors Corporation for 9 years serving in a variety of corporate and manufacturing positions. Mr.
Chaffin served as the head of finance for ResortQuest International, formerly a division of the Company. Prior to joining the Company in 16 Table of Contents January 2005, Mr. Chaffin worked for General Motors Corporation for 9 years serving in a variety of corporate and manufacturing positions. Mr.
Additionally, part- and full-time employees are also eligible for annual performance-based financial bonuses. In 2023, we implemented a paid parental leave policy that allows eligible full-time employees who welcome a child four weeks of leave at full pay. We have also expanded our benefits to include adoption assistance and family planning assistance for eligible employees.
Additionally, part- and full-time employees are also eligible for annual performance-based financial bonuses. In addition, we offer a paid parental leave policy that allows eligible full-time employees who welcome a child four weeks of leave at full pay. We have also expanded our benefits to include adoption assistance and family planning assistance for eligible employees.
The hotel has 303 rooms and approximately 14,000 square feet of meeting space. 8 Table of Contents AC Hotel. The AC Hotel is located near Gaylord National. The hotel has 192 rooms and approximately 3,700 square feet of meeting space. Description of our Entertainment Portfolio The Grand Ole Opry.
The hotel has 303 rooms and approximately 14,000 square feet of meeting space. AC Hotel. The AC Hotel is located near Gaylord National. The hotel has 192 rooms and approximately 3,700 square feet of meeting space. Description of our Entertainment Portfolio The Grand Ole Opry.
Our commitment to an inclusive work environment is a top priority. Additionally, our benefits philosophy includes resources to help employees live happier, healthier lives, while rewarding performance and encouraging retention. In the last three years, despite rising healthcare costs, we have kept employee healthcare premium increases at or below 5%.
Our commitment to an inclusive work environment is a top priority. Additionally, our benefits philosophy includes resources to help employees live happier, healthier lives, while rewarding performance and encouraging retention. In the last three years, despite rising healthcare costs, we have kept employee healthcare premium increases at or below 5%, this year capping the premium increase at 2.5%.
Certain full-time, exempt and non-exempt employees set annual goals and are evaluated on these goals and core 11 Table of Contents competencies. We also conduct periodic talent review processes with all departments to identify high-potential individuals and create individualized development plans.
Certain full-time, exempt and non-exempt employees set annual goals and are evaluated on these goals and core competencies. We also conduct periodic talent review processes with all departments to identify high-potential individuals and create individualized development plans.
In 2022, we completed a re-concepting of the food and beverage options at Gaylord National and began a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers. ● Leverage Brand Name Awareness.
In 2022, we completed a re-concepting of the food and beverage options at Gaylord National and began a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers.
Information About Our Executive Officers The following table sets forth certain information regarding the executive officers of the Company at January 1, 2024.
Information About Our Executive Officers The following table sets forth certain information regarding the executive officers of the Company at January 1, 2025.
Lynn ​ 50 ​ Executive Vice President, General Counsel and Secretary Jennifer Hutcheson ​ 45 ​ Executive Vice President, Chief Financial Officer and Chief Accounting Officer ​ The following is additional information with respect to the above-named executive officers. Colin V.
Lynn ​ 51 ​ Executive Vice President, General Counsel and Secretary Jennifer Hutcheson ​ 46 ​ Executive Vice President, Chief Financial Officer and Chief Accounting Officer ​ The following is additional information with respect to the above-named executive officers. Colin V.
Offerings include health plan and retirement options for part- and full-time employees, a competitive 401(k) plan with employer match, and employee assistance programs offering counseling services and financial literacy. We also offer tuition reimbursement for full-time employees, on-site wellness events, flu shot clinics and wellness fairs and complimentary tickets for our venue offerings.
Offerings include health and welfare plans for full-time employees, a competitive 401(k) plan with employer match, and employee assistance programs offering counseling services and financial literacy for our entire employee population. We also offer tuition reimbursement for full-time employees, on-site wellness events, flu shot clinics and wellness fairs and complimentary tickets for our venue offerings.
Our non-REIT operations, which consist of the activities of our TRSs that lease or sublease our hotels from our qualified REIT subsidiaries, as well as businesses within our Entertainment segment, continue to be subject, as applicable, to federal and state corporate income taxes.
Our non-REIT operations, which consist of the activities of our TRSs that lease or sublease our hotels from our Operating Partnership (as defined below) and its subsidiaries, as well as businesses within our Entertainment segment, continue to be subject, as applicable, to federal and state corporate income taxes.
The Grand Ole Opry, which celebrated its 98 th anniversary in 2023, is one of the most widely known platforms for country music in the world. The Opry features a live country music show with performances every Friday and Saturday night, as well as additional weekly performances on a seasonal basis.
The Grand Ole Opry, which will celebrate its 100 th anniversary in 2025, is one of the most widely known platforms for country music in the world. The Opry features a live country music show with performances every Friday and Saturday night, as well as additional weekly performances on a seasonal basis.
WSM-AM commenced broadcasting in 1925. The involvement of Ryman’s predecessors with country music dates back to the creation of the radio program that became The Grand Ole Opry, which has been broadcast live on WSM-AM since 1925. WSM-AM is broadcast from the Gaylord Opryland complex in Nashville and has a country music format.
The involvement of Ryman’s predecessors with country music dates back to the creation of the radio program that became The Grand Ole Opry, which has been broadcast live on WSM-AM since 1925. WSM-AM is broadcast from the Grand Ole Opry House plaza in Nashville and has a country music format.
The group convention business at our Gaylord Hotels properties is subject to reduced levels of demand during the year-end holiday periods.
Seasonality Portions of our business are seasonal in nature. The group convention business at our Gaylord Hotels properties is subject to reduced levels of demand during the year-end holiday periods.
Reed ​ 76 ​ Executive Chairman of the Board of Directors Mark Fioravanti ​ 62 ​ Director, President and Chief Executive Officer Patrick Chaffin ​ 50 ​ Executive Vice President and Chief Operating Officer - Hotels Scott J.
Reed ​ 77 ​ Executive Chairman of the Board of Directors Mark Fioravanti ​ 63 ​ Director, President and Chief Executive Officer Patrick Chaffin ​ 51 ​ Executive Vice President and Chief Operating Officer – Hotels Scott J.
The hotel complex includes an 18-story glass atrium, a 20,000 square foot spa and fitness center, a freestanding 24,000-square foot ballroom building offering 16,000 square feet of meeting space on the banks of the Potomac River that opened in May 2017, and entertainment options such as restaurants, shops, and a two-story rooftop nightclub.
The hotel complex includes an 18-story glass atrium, a 20,000 square foot spa and fitness center, a freestanding 24,000-square foot ballroom building offering 16,000 square feet of meeting space on the banks of the Potomac River, and entertainment options such as restaurants, shops, and a two-story rooftop nightclub. Gaylord National is rated as a AAA Four-Diamond Hotel.
Our Workforce As of December 31, 2023, we employed 1,471 people, including 824 full-time and 647 part-time and on-call employees in our Entertainment and Corporate segments. Fifty-four percent of our population identify as female and 46% identify as male. Women held 50% of leadership positions as of December 31, 2023.
Our Workforce As of December 31, 2024, we employed 1,929 people, including 1,047 full-time and 882 part-time and on-call employees in our Entertainment and Corporate segments. Fifty-three percent of our population were female and 47% were male. Women held 49% of leadership positions as of December 31, 2024.
The property also includes eight food and beverage outlets, a full-service spa with 26,000 square feet of dedicated space, a nine-acre water experience, and TPC San Antonio, which features two 18-hole golf courses. JW Marriott Hill Country is rated as a AAA Four-Diamond Hotel. Inn at Opryland. The Inn at Opryland is located across the street from Gaylord Opryland.
The property also includes eight food and beverage outlets, a full-service spa with 26,000 square feet of dedicated space, a nine-acre water experience, and TPC San Antonio, which features two 18-hole golf courses.
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 98 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; two Nashville-based assets – the Wildhorse Saloon and the General Jackson Showboat (“General Jackson”); and as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”).
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 99 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; Category 10, a Luke Combs-themed bar, music venue and event space that opened in November 2024; as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company.
The Ryman Auditorium, which was built in 1892 and seats approximately 2,300, is designated as a National Historic Landmark. The former home of the Grand Ole Opry, the Ryman Auditorium was renovated and re-opened in 1994 for concerts and musical productions. The Grand Ole Opry returns to the Ryman Auditorium periodically, most recently in January 2024.
The former home of the Grand Ole Opry, the Ryman Auditorium was renovated and re-opened in 1994 for concerts and musical productions. The Grand Ole Opry returns to the Ryman Auditorium periodically, most recently in January 2025.
Management fees are presented in the accompanying financial information net of the amortization of the deferred management rights proceeds discussed further in “Note 5 – Deferred Management Rights Proceeds” to our consolidated financial statements included in this Annual Report on Form 10-K. Seasonality Portions of our business are seasonal in nature.
Total incentive fees incurred during 2024, 2023 and 2022 were $30.0 million, $28.5 million, and $13.5 million, respectively. Management fees are presented in the accompanying financial information net of the amortization of the deferred management rights proceeds discussed further in “Note 5 – Deferred Management Rights Proceeds” to our consolidated financial statements included in this Annual Report on Form 10-K.
We continue to focus on engaging our existing workforce through policies and programs promoting workplace inclusion, and we have also implemented a new online learning program that promotes the importance of this work within our organization. Our Diversity Council consists of cross-organizational representatives who help advise the company on its commitment to inclusion.
We continue to focus on engaging our existing workforce through policies and programs promoting workplace inclusion, and we have also implemented online and in-person learning programs that promote the importance of this work within our organization.
(“Atairos”) and its strategic partner NBCUniversal, who we believe will be able to help us expand the distribution of our OEG brands. ● Short-Term Capital Allocation . Our short-term capital allocation strategy is focused on returning capital to stockholders through the payment of dividends, in addition to investing in our assets and operations.
Our short-term capital allocation strategy is focused on returning capital to stockholders through the payment of dividends, in addition to investing in our assets and operations.
Gaylord National is situated on approximately 42 acres of land located on the Potomac River in Prince George’s County, Maryland, eight miles south of Washington, D.C. The hotel has 1,996 signature guest rooms, four ballrooms with approximately 103,000 square feet, 82 conference and breakout rooms, and total meeting, exhibit and pre-function space of approximately 501,000 square feet.
The hotel has 1,996 signature guest rooms, four ballrooms with approximately 103,000 square feet, 82 conference and breakout rooms, and total meeting, exhibit and pre-function space of approximately 501,000 square feet.
Gaylord Opryland was named a 2021 STELLA Award Gold Winner for best sustainability initiative by Northstar Meetings Group, a 2023 Award of Excellence Recipient from Corporate & Incentive Travel magazine, and has been recognized as a member of Meeting & Conventions ’ Hall of Fame.
Gaylord Opryland was named a 2024 Award of Excellence Recipient from Corporate & Incentive Travel magazine and has been recognized as a member of Meeting & Conventions ’ Hall of Fame. Gaylord Palms Resort & Convention Center — Kissimmee, Florida.
Competition Hospitality Our current hotel properties compete with numerous other hotels throughout the United States and abroad, particularly the approximately 100 convention hotels that, on average, have over 1,000 rooms and a significant amount of meeting and exhibit space.
The information included in, referenced to, or otherwise accessible through our website, is not incorporated by reference in, or considered to be part of, this Report on Form 10-K or any document unless expressly incorporated by reference therein. 12 Table of Contents Competition Hospitality Our current hotel properties compete with numerous other hotels throughout the United States and abroad, particularly the approximately 100 convention hotels that, on average, have over 1,000 rooms and a significant amount of meeting and exhibit space.
In addition to performances by its members, the Grand Ole Opry presents performances by many other country music artists and other acts.
In addition to performances by its members, the Grand Ole Opry presents performances by many other country music artists and other acts. Ryman Auditorium. The Ryman Auditorium, which was built in 1892 and seats approximately 2,300, is designated as a National Historic Landmark.
In 2021, we completed our renovation of all of the guestrooms at Gaylord National, and in 2022 we completed a re-concepting of the food and beverage options at Gaylord National. Gaylord Rockies Resort & Convention Center — Aurora, Colorado. Gaylord Rockies is situated on approximately 85 acres and is located approximately 10 minutes from Denver International Airport.
Gaylord Rockies Resort & Convention Center — Aurora, Colorado. Gaylord Rockies is situated on approximately 85 acres and is located approximately 10 minutes from Denver International Airport.
Further, employees can also participate in our Business Employee Resource Groups that allow people with shared interests, backgrounds, passions and cultures to find a sense of belonging through community within our Company. ● Pay Equity : We conduct regular compensation studies with third-party consultants to make our positions competitive for the markets in which we operate and to address such issues as compensation level parity between male and female or minority and non-minority employees. ● Succession Planning and Performance Management : Our employees receive annual performance reviews.
We have created additional opportunities for employees to be involved in this important work in our communities through our Volunteer Paid Time Off Policy where full-time employees can receive up to 8 hours of paid time off to volunteer outside the organization. ● Pay Equity : We conduct regular compensation studies with a third-party to make our positions competitive for the markets in which we operate and to address such issues as compensation level parity between male and female or minority and non-minority employees. ● Succession Planning and Performance Management : Our employees receive annual performance reviews.
Gaylord National is rated as a AAA Four-Diamond Hotel, was named a 2021 STELLA Award Gold Winner for best food and beverage, a Silver Award Winner for best on-site support staff, and a Bronze Award Winner for best décor/design by Northstar Meetings Group, and a 2020 Award of Excellence Recipient from Corporate & Incentive Travel magazine.
JW Marriott Hill Country is rated as a AAA Four-Diamond Hotel and was named a 2024 STELLA Award Bronze Winner for each of best food and beverage, best golf resort and best on-site support staff by Northstar Meetings Group. Inn at Opryland. The Inn at Opryland is located across the street from Gaylord Opryland.
The success of the Entertainment group is dependent upon certain factors beyond our control, including economic conditions, the amount of available leisure time, transportation cost, public taste and weather conditions. Our radio station competes with numerous other types of entertainment businesses and advertising media, and success is often dependent on taste and fashion, which may fluctuate from time to time.
The success of the Entertainment group is dependent upon certain factors beyond our control, including economic conditions, the amount of available leisure time, transportation cost, public taste, customer demand for live music and entertainment, and weather conditions. Management Agreements Gaylord Hotels.
This management agreement expires in 2030, with two five-year renewal options so long as neither party terminates the agreement. Additionally, this 14 Table of Contents management agreement requires us to pay to Marriott an incentive fee of 15% of incentive income (as defined in the management agreement) over a certain threshold.
This management agreement expires in 2030, with two five-year renewal options so long as neither party terminates the agreement.
Gaylord Rockies is rated as a AAA Four-Diamond Hotel and was awarded a 2021 STELLA Award Finalist for best convention center by Northstar Meetings Group. In 2022, we began a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers. These enhancements are expected to be completed in 2024.
The property also includes a number of themed restaurants, retail outlets, a full-service spa, five outdoor event spaces and an indoor/outdoor pool complex. Gaylord Rockies is rated as a AAA Four-Diamond Hotel. In 2024, we completed a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers.
We are continuously exploring additional products, such as television specials and retail products, through which we can capitalize on our brand affinity and awareness.
We are continuously exploring additional products, such as television specials and retail products, through which we can capitalize on our brand affinity and awareness. To this end, OEG has invested in six Ole Red locations, purchased Block 21, opened Category 10 in November 2024, and purchased a majority interest in Southern Entertainment in January 2025.
Corporate History and Structure We were originally incorporated in 1956 and were reorganized in connection with a 1997 corporate restructuring. Prior to our REIT conversion, we operated as a C corporation.
Prior to our REIT conversion, we operated as a C corporation.
Total Marriott base management fees incurred for our applicable assets during 2023, 2022 and 2021 were $42.8 million, $35.1 million and $17.6 million, respectively. Total incentive fees incurred during 2023, 2022 and 2021 were $28.5 million, $13.5 million, and $0.3 million, respectively.
Additionally, this management agreement requires us to pay to Marriott an incentive fee of 15% of incentive income (as defined in the management agreement) over a certain threshold. 14 Table of Contents Total Marriott base management fees incurred for our applicable assets during 2024, 2023 and 2022 were $48.0 million, $42.8 million and $35.1 million, respectively.
(“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”), which was previously owned by a joint venture (the “Gaylord Rockies joint venture”), in which we owned a 65% interest. On May 7, 2021, we purchased the remaining 35% interest in the Gaylord Rockies joint venture.
(“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”).
Hotel guests also have golf privileges at Celebration Golf Club, located approximately two miles from the 7 Table of Contents property.
Hotel guests also have golf privileges at Celebration Golf Club, located approximately two miles from the property. Gaylord Palms is rated as a AAA Four-Diamond Hotel and has been recognized as a member of Meeting & Conventions Hall of Fame. Gaylord Texan Resort & Convention Center — Grapevine, Texas.
Since 1994, we have owned the Wildhorse Saloon, a country music performance venue on historic Second Avenue in downtown Nashville.
In November 2024, we opened Category 10 after renovating and repositioning the Wildhorse Saloon, our country music performance venue in downtown Nashville.
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In 2021, we completed our $158 million expansion of Gaylord Palms, and we also completed our renovation of all of the guestrooms at Gaylord National.
Added
In early 2024, we identified over $1 billion in capital investment opportunities across our entire hotel portfolio, comprised of projects that we anticipate completing in phases through 2027, and in January 2025, we announced plans for the latest portion of a nearly $225 million multi-phase capital improvement plan at Gaylord Opryland that includes an expansion of approximately 108,000 square feet of premium, carpeted meeting space, which is in addition to the ongoing renovation of multiple ballrooms and pre-function space and a sports bar, event lawn and pavilion currently under construction. ● Leverage Brand Name Awareness.
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To this end, we have invested in six Ole Red locations, purchased Block 21, and in April 2023 announced a collaboration with Luke Combs for an entertainment venue concept expected to be completed in 2024 (“Category 10”). Further, in 2022, we completed a strategic transaction to sell a minority interest in OEG to an affiliate of Atairos Group, Inc.
Added
Further, in 2022, we completed a strategic transaction to sell a minority interest in OEG to an affiliate of Atairos Group, Inc. (“Atairos”) and its strategic partner NBCUniversal, who we believe will continue to help us expand the distribution of our OEG brands. ● Short-Term Capital Allocation .
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We opened the indoor sections of SoundWaves, a $90 million luxury indoor/outdoor water amenity with over 200,000 square feet of water attractions and amenities adjacent to Gaylord Opryland in December 2018 and the outdoor sections in May 2019. Gaylord Palms Resort & Convention Center — Kissimmee, Florida.
Added
In January 2025, we announced plans for the latest portion of a nearly $225 million multi-phase capital improvement plan at Gaylord Opryland that includes an expansion consisting of approximately 108,000 square feet of premium, carpeted meeting space, which is in addition to the ongoing renovation of multiple ballrooms and pre-function space and a sports bar, event lawn and pavilion currently under construction.
Removed
Gaylord Palms is rated as a AAA Four-Diamond Hotel, was named a 2021 STELLA Award Silver Winner for each of best hotel resort event space, best food and beverage, and best sustainability initiative by Northstar Meetings Group, a 2020 Award of Excellence Recipient from Corporate & Incentive Travel magazine, and has been recognized as a member of Meeting & Conventions Hall of Fame.
Added
Gaylord Texan is rated as a AAA Four-Diamond Hotel. Gaylord National Resort & Convention Center — National Harbor, Maryland. Gaylord National is situated on approximately 42 acres of land located on the Potomac River in Prince George’s County, Maryland, eight miles south of Washington, D.C.
Removed
In 2021, we completed construction of a $158 million expansion of Gaylord Palms, which included an additional 302 guest rooms and 96,000 square feet of meeting space, an expanded resort pool and events lawn, and a new multi-level parking structure. Gaylord Texan Resort & Convention Center — Grapevine, Texas.
Added
This 67,000 square foot, three-story venue includes a concert hall available for ticketed events, a honky-tonk, a sports bar, an upscale lounge, the largest rooftop venue in downtown Nashville (which opened in February 2025), and numerous food and beverage options. WSM-AM. WSM-AM commenced broadcasting in 1925.
Removed
Gaylord Texan is rated as a AAA Four-Diamond Hotel and was named a 2021 STELLA Award Silver Winner for best convention center and a Bronze Winner for best décor/design by Northstar Meetings Group and a 2020 Award of Excellence Recipient from Corporate & Incentive Travel magazine. Gaylord National Resort & Convention Center — National Harbor, Maryland.
Removed
The property also includes a number of themed restaurants, retail outlets, a full-service spa, five outdoor event spaces and an indoor/outdoor pool complex. The approximately $800 million hotel project opened on a limited basis in December 2018 and on a fully completed basis in January 2019.
Removed
In 2019, we completed construction of an approximately $20 million expansion to the Grand Ole Opry House, which includes a larger retail space, additional food and beverage options, a redesigned box office, VIP lounge area with a backstage tour theater, and additional parking. Ryman Auditorium.
Removed
We have created additional opportunities for employees to be involved in this important work, including the implementation of an employee Volunteer Paid Time Off Policy where full-time employees can receive up to 8 hours of paid time off to volunteer outside the organization in our local communities.
Removed
The information 12 Table of Contents included in, referenced to, or otherwise accessible through our website, is not incorporated by reference in, or considered to be part of, this Report on Form 10-K or any document unless expressly incorporated by reference therein.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+11 added−21 removed202 unchanged
Biggest changeEven as a REIT, changes in federal, state, or local tax law, interpretations of existing tax law or agreements with tax authorities could affect our profitability and financial condition by increasing our tax costs. We are subject to taxation at the federal, state and local levels in the United States.
Biggest changeThe more favorable tax rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of our stock. 29 Table of Contents Even as a REIT, changes in federal, state, or local tax law, interpretations of existing tax law or agreements with tax authorities could affect our profitability and financial condition by increasing our tax costs or reduce the market price of our stock by making an investment in us less attractive to certain investors.
Any failure by our third-party hotel managers to provide quality services and amenities or to maintain and protect a quality brand name and reputation could have a negative impact on 17 Table of Contents their ability to operate and manage our hotel properties successfully and could negatively impact our financial condition, results of operations and our ability to service debt and make distributions to our stockholders.
Any failure by our third-party hotel managers to provide quality services and amenities or to maintain and protect a quality brand name and reputation could 17 Table of Contents have a negative impact on their ability to operate and manage our hotel properties successfully and could negatively impact our financial condition, results of operations and our ability to service debt and make distributions to our stockholders.
The real estate market is affected by many factors that are beyond our control, including: ● adverse changes in international, national, regional and local economic and market conditions; ● changes in interest rates and in the availability, cost and terms of debt financing; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; ● the ongoing need for capital improvements, particularly in older structures; 25 Table of Contents ● changes in operating expenses; and ● civil unrest, acts of God, including earthquakes, tornadoes, floods and other natural disasters, which may result in uninsured losses, and acts of war or terrorism, including the consequences of the terrorist acts.
The real estate market is affected by many factors that are beyond our control, including: ● adverse changes in international, national, regional and local economic and market conditions; ● changes in interest rates and in the availability, cost and terms of debt financing; 25 Table of Contents ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; ● the ongoing need for capital improvements, particularly in older structures; ● changes in operating expenses; and ● civil unrest, acts of God, including earthquakes, tornadoes, floods and other natural disasters, which may result in uninsured losses, and acts of war or terrorism, including the consequences of the terrorist acts.
A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt, including, in the case of our existing credit facility, our subsidiaries that are the fee owners of Gaylord Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly-owned indirect subsidiary of the Company; in the case of the Gaylord Rockies term loan, Gaylord Rockies; in the case of the OEG term loan, the OEG assets; and in the case of the Block 21 loan, Block 21 assets.
A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt, including, in the case of our existing credit facility, our subsidiaries that are the fee owners of Gaylord Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly-owned indirect subsidiary of the Company; in the case of the OEG term loan, the OEG assets; and in the case of the Block 21 loan, Block 21 assets.
Due to federal income tax laws that restrict REITs from operating and managing hotels, we do not operate or manage the day-to-day functions of any of our hotel properties as a REIT. We lease or sublease our hotel properties to our TRSs, and such TRS lessees have engaged Marriott as a third-party hotel manager pursuant to hotel management agreements.
Due to federal income tax laws that restrict REITs from operating and managing hotels, we do not operate or manage the day-to-day functions of any of our hotel properties as a REIT. We lease or sublease our hotel properties to our TRS lessees, and such TRS lessees have engaged Marriott as a third-party hotel manager pursuant to hotel management agreements.
For example, it could: ● increase our vulnerability to general adverse economic and industry conditions; 32 Table of Contents ● require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to make distributions to our stockholders and to fund future capital expenditures, working capital and other general corporate requirements; ● limit our flexibility in planning for, or reacting to, changes in our business and the hospitality industry, which may place us at a competitive disadvantage compared with competitors that are less leveraged; ● limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity; and ● limit our ability to obtain additional financing for various projects, including possible expansions of our existing properties and acquisitions of additional properties.
For example, it could: ● increase our vulnerability to general adverse economic and industry conditions; ● require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to make distributions to our stockholders and to fund future capital expenditures, working capital and other general corporate requirements; ● limit our flexibility in planning for, or reacting to, changes in our business and the hospitality industry, which may place us at a competitive disadvantage compared with competitors that are less leveraged; ● limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity; and ● limit our ability to obtain additional financing for various projects, including possible expansions of our existing properties and acquisitions of additional properties.
Our financial agreements prohibit or limit our ability to, among other things: ● incur additional debt, issue guarantees of debt and issue preferred stock; ● create liens; ● sell assets; ● sell equity interests in our restricted subsidiaries; ● redeem and/or prepay certain debt; ● pay dividends on our stock to our stockholders or repurchase our stock or other equity interests; ● make certain investments; ● enter new lines of business; ● engage in consolidations, mergers and acquisitions; ● enter into transactions with affiliates; or ● agree to restrictions on our subsidiaries’ ability to pay dividends and make other distributions to us.
Our financial agreements may prohibit or limit our ability to, among other things, in certain circumstances: ● incur additional debt, issue guarantees of debt and issue preferred stock; ● create liens; ● sell assets; ● sell equity interests in our restricted subsidiaries; ● redeem and/or prepay certain debt; ● pay dividends on our stock to our stockholders or repurchase our stock or other equity interests; ● make certain investments; ● enter new lines of business; ● engage in consolidations, mergers and acquisitions; ● enter into transactions with affiliates; or ● agree to restrictions on our subsidiaries’ ability to pay dividends and make other distributions to us.
These provisions: ● impose restrictions on transfer and ownership of our common stock that are designed to assist us in maintaining our status as a REIT; ● authorize us to issue “blank check” preferred stock, which is preferred stock that can be created and issued by our board of directors, without stockholder approval, with rights senior to those of common stock; ● establish advance notice requirements for submitting nominations for election to our board of directors and for proposing matters that can be acted upon by stockholders at meetings; ● provide that special meetings of stockholders may be called only by our chairman or by a majority of the members of our board of directors; ● prohibit stockholder actions taken on written consent; and ● impose restrictions on ownership of common stock by certain persons (including non-United States persons) due to our ownership of a radio station.
These provisions: ● impose restrictions on transfer and ownership of our common stock that are designed to assist us in maintaining our status as a REIT; ● authorize us to issue “blank check” preferred stock, which is preferred stock that can be created and issued by our board of directors, without stockholder approval, with rights senior to those of common stock; ● establish advance notice requirements for submitting nominations for election to our board of directors and for proposing matters that can be acted upon by stockholders at meetings; 35 Table of Contents ● provide that special meetings of stockholders may be called only by our chairman or by a majority of the members of our board of directors; ● prohibit stockholder actions taken on written consent; and ● impose restrictions on ownership of common stock by certain persons (including non-United States persons) due to our ownership of a radio station.
However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment.
However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings by our TRSs could result in adverse tax treatment.
These factors include: ● the desirability and perceived attractiveness of the Nashville, Tennessee; Orlando, Florida; Dallas, Texas; San Antonio, Texas; Washington D.C. and Denver, Colorado areas as tourist and convention destinations; ● adverse changes in the national economy, its effects on us and our customers and in the levels of tourism and convention business that affect our current hotel properties; ● Marriott’s ability to attract group convention business; ● Marriott’s ability to contract for and collect attrition and cancellation fees from groups that do not fulfill minimum stay or spending requirements; ● the opening of other new hotels could impact the group convention business at our current hotel properties; ● the highly competitive nature of the hotel, tourism and convention business in which our hotel properties operate, including the fact that we compete for convention business with publicly-financed civic convention centers; ● the susceptibility of group convention business to reduced levels of demand during the year-end holiday periods, which Marriott may not be able to offset by attracting sufficient general tourism guests; 19 Table of Contents ● the level of governmental group business, which has decreased at times in the past due to uncertainty surrounding the U.S. government budget; ● the financial condition of the airline and other transportation-related industries and the resulting impact on travel; and ● increases in our operating costs due to labor costs associated with labor shortages, wage increases, any increases in the federal minimum wage rate, workers’ compensation, healthcare-related costs, and organized labor activities, the last of which, in addition to increasing labor costs, could cause a diversion of business from our hotels involved in labor negotiations and loss of group business.
These factors include: ● the desirability and perceived attractiveness of the Nashville, Tennessee; Orlando, Florida; Dallas, Texas; San Antonio, Texas; Washington D.C. and Denver, Colorado areas as tourist and convention destinations; ● adverse changes in the national economy, its effects on us and our customers and in the levels of tourism and convention business that affect our current hotel properties; ● Marriott’s ability to attract group convention business; ● Marriott’s ability to contract for and collect attrition and cancellation fees from groups that do not fulfill minimum stay or spending requirements; ● the opening of other new hotels could impact the group convention business at our current hotel properties, including the Spring 2025 opening of Gaylord Pacific, which we do not own; ● the highly competitive nature of the hotel, tourism and convention business in which our hotel properties operate, including the fact that we compete for convention business with publicly-financed civic convention centers; 19 Table of Contents ● the susceptibility of group convention business to reduced levels of demand during the year-end holiday periods, which Marriott may not be able to offset by attracting sufficient general tourism guests; ● the level of governmental group business, which has decreased at times in the past due to uncertainty surrounding the U.S. government budget; ● the financial condition of the airline and other transportation-related industries and the resulting impact on travel; and ● increases in our operating costs due to labor costs associated with labor shortages, wage increases, any increases in the federal, or any state or local, minimum wage rate, workers’ compensation, healthcare-related costs, and organized labor activities, the last of which, in addition to increasing labor costs, could cause a diversion of business from our hotels involved in labor negotiations and loss of group business.
Depending on the nature and scope of the event, compromises in the security of our information systems or those of our owners, licensees, or service providers or other disruptions in data services could lead to an interruption in 22 Table of Contents the operation of our systems or our hotel manager’s systems, resulting in operational inefficiencies and a loss of profits, and negative publicity, resulting in tangible adverse effects on our business, including consumer boycotts, cancellations, lost sales or litigation, all of which could affect our market share, reputation, business, financial condition, or results of operations.
Depending on the nature and scope of the event, compromises in the security of our information systems or those of our owners, licensees, or service providers or other disruptions in data services could lead to an interruption in the operation of our systems or our hotel manager’s systems, resulting in operational inefficiencies and a loss of profits, and negative publicity, resulting in tangible adverse effects on our business, including consumer boycotts, cancellations, lost sales or litigation, all of which could affect our market share, reputation, business, financial condition, or results of operations.
We currently have a significant amount of debt. At December 31, 2023, we had approximately $3.4 billion of total debt. We may incur additional debt in connection with acquisitions of properties or businesses, development, investment in new projects, renovations, or capital improvement. Our substantial amount of debt could have important consequences.
We currently have a significant amount of debt. At December 31, 2024, we had approximately $3.4 billion of total debt. We may incur additional debt in connection with acquisitions of properties or businesses, development, investment in new projects, renovations, or capital improvement. Our substantial amount of debt could have important consequences.
These legal requirements are rapidly changing and are not consistent across jurisdictions. Violations of these new laws may subject us to civil monetary penalties, and the California Consumer Privacy Act, as amended by the California Privacy Rights Act, provides for a private cause of action for data breaches.
These legal requirements are rapidly changing and are not consistent across jurisdictions. Violations of these new laws may subject us to civil monetary penalties, and the CCPA, as amended by the California Privacy Rights Act, provides for a private cause of action for data breaches.
Similarly, outbreaks of pandemic disease (including COVID-19), wars or armed conflicts (including the potential for war or armed conflicts), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife as well as geopolitical uncertainty, may cause our future results to differ materially from anticipated results.
Similarly, outbreaks of pandemic disease, wars or armed conflicts (including the potential for war or armed conflicts), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife as well as geopolitical uncertainty, may cause our future results to differ materially from anticipated results.
To meet our annual distribution requirements, we may be required to distribute amounts that may otherwise be used for our operations, including amounts that may otherwise be invested in future acquisitions, capital expenditures or repayment of debt, and it is 30 Table of Contents possible that we might be required to borrow funds, sell assets or issue equity to fund these distributions, even if the then-prevailing market conditions are not favorable for these borrowings, sales or offerings.
To meet our annual distribution requirements, we may be required to distribute amounts that may otherwise be used for our operations, including amounts that may otherwise be invested in future acquisitions, capital expenditures or repayment of debt, and it is possible that we might be required to borrow funds, sell assets or issue equity to fund these distributions, even if the then-prevailing market conditions are not favorable for these borrowings, sales or offerings.
These types of investments may not be liquid and we may have little or no rights, or ability, to exercise the direction or control of the respective enterprises. In connection with these investments, we may have obligations under certain guarantees related to such investments.
Any of the foregoing types of investments may not be liquid and we may have little or no rights, or ability, to exercise the direction or control of the respective enterprises. In connection with these investments, we may have obligations under certain guarantees related to such investments.
We may not be able to fund capital improvements 20 Table of Contents or acquisitions solely from cash provided from our operating activities because we must distribute at least 90% of our REIT taxable income (determined before the deduction for dividends paid and net of capital gains) each year to maintain our qualification as a REIT for federal income tax purposes.
We may not be able to fund capital improvements or acquisitions solely from cash provided from our operating activities because we must distribute at least 90% of our REIT taxable income (determined before the deduction for dividends paid and net of capital gains) each year to maintain our qualification as a REIT for federal income tax purposes.
Subject to applicable laws and certain agreed-upon exceptions, our $700 million revolving credit facility and $500 million term loan B are secured by equity pledges of our subsidiaries that are the fee owners of Gaylord Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly-owned indirect subsidiary of the Company.
Subject to applicable laws and certain agreed-upon exceptions, our revolving credit facility and term loan B are secured by equity pledges of our subsidiaries that are the fee owners of Gaylord Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly-owned indirect subsidiary of the Company.
We believe that our current hotel properties are “qualified lodging facilities.” Although we intend to monitor future acquisitions and improvements of properties, 31 Table of Contents REIT provisions of the Code provide only limited guidance for making determinations under the requirements for “qualified lodging facilities,” and there can be no assurance that these requirements will be satisfied.
We believe that our current hotel properties are “qualified lodging facilities.” Although we intend to monitor future acquisitions and improvements of properties, REIT provisions of the Code provide only limited guidance for making determinations under the requirements for “qualified lodging facilities,” and there can be no assurance that these requirements will be satisfied.
Any one of these options could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to our stockholders. To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us.
Any one of these options could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to our stockholders. 33 Table of Contents To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us.
Some types of losses, such as from flood, earthquake, tornado, terrorism and environmental hazards, may be either uninsurable, subject to sublimit, or too expensive to justify insuring against.
Some types of losses, such as from flood, earthquake, hurricane, tornado, terrorism and environmental hazards, may be either uninsurable, subject to sublimit, or too expensive to justify fully insuring against.
Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain applicable financial tests and ratios. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions.
Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain applicable financial tests and ratios. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross- 34 Table of Contents default provisions.
Together, our Charter, Second Amended and Restated Bylaws, and Delaware law may discourage transactions that 35 Table of Contents otherwise could provide for the payment of a premium over prevailing market prices for our common stock, and also could limit the price that investors are willing to pay in the future for shares of our common stock.
Together, our Charter, Second Amended and Restated Bylaws, and Delaware law may discourage transactions that otherwise could provide for the payment of a premium over prevailing market prices for our common stock, and also could limit the price that investors are willing to pay in the future for shares of our common stock.
In recent years, a number of hospitality companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and 36 Table of Contents employment matters, discrimination, customer privacy breaches and other alleged violations of law. A number of these lawsuits have resulted in the payment of substantial damages by the defendants.
In recent years, a number of hospitality companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, discrimination, customer privacy breaches and other alleged violations of law. A number of these lawsuits have resulted in the payment of substantial damages by the defendants.
Our operating income and ability to make distributions to our stockholders may be reduced by acts of God, outbreaks of pandemic disease (including COVID-19), or acts of terrorism in locations where we own and/or operate significant properties and areas of the world from which we draw a large number of customers.
Our operating income and ability to make distributions to our stockholders may be reduced by acts of God, outbreaks of pandemic disease, or acts of terrorism in locations where we own and/or operate significant properties and areas of the world from which we draw a large number of customers.
The ultimate value of any debt investments, joint ventures or minority investments will be dependent upon the efforts of others over an extended period of time. The nature of our interests and the absence of a readily available market for those interests restrict our ability to dispose of them.
The ultimate value of any debt investments, joint ventures or minority investments will be dependent upon the efforts of others over an extended period of time. The nature of our interests and the absence of a readily available market for 32 Table of Contents those interests restrict our ability to dispose of them.
A significant theft, loss, or fraudulent use of customer, employee, or company data maintained by us or by a service provider or failure to comply with the various U.S. and international laws and regulations applicable to the protection of such data, including the CCPA, or with Payment Card Industry (PCI) data security standards, could divert our attention, adversely impact our reputation, result in remedial and other fines or litigation, cause us to incur substantial liabilities or costs, or result in a loss of valuable data or of consumer confidence.
A significant theft, loss, or fraudulent use of customer, employee, or company data maintained by us or by a service provider or failure to comply with the various U.S. and international laws and regulations applicable to the protection of such data, including the California Consumer Privacy Act (“CCPA”), or with Payment Card Industry (PCI) data security standards, could divert our attention, adversely impact our reputation, result in remedial and other fines or litigation, cause us to incur substantial liabilities or costs, or result in a loss of valuable data or of consumer confidence.
Our businesses require collection of large volumes of internal and customer data, including credit card numbers and other personally identifiable information of our customers in various information systems and those of our service providers. The integrity and protection of customer, employee, and company data is critical to us.
Our businesses require collection of large volumes of internal and customer data, including credit card numbers and other 21 Table of Contents personally identifiable information of our customers in various information systems and those of our service providers. The integrity and protection of customer, employee, and company data is critical to us.
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders, and the ownership of our common stock.
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders, and 30 Table of Contents the ownership of our common stock.
In addition, our hotel properties are subject to various operating risks common to the lodging industry, many of which are beyond our or a manager’s control, including the following: ● competition from other hotel properties and publicly-financed civic convention centers in our markets; ● over-building of hotels in our markets, which could adversely affect occupancy and revenues at our hotel properties; ● dependence on business and commercial travelers and tourism; ● increases in energy costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists; ● increases in operating costs, including, but not limited to, wages and food and beverage costs, due to inflation and other factors that may not be offset by increased room rates; ● changes in interest rates and in the availability, cost and terms of debt financing; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; 26 Table of Contents ● adverse effects of international, national, regional and local economic and market conditions; ● the impact of the use of Internet travel intermediaries by consumers; ● unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns including pandemics and epidemics (including a widespread outbreak or worsening of new or existing COVID-19 variants in the United States), political instability, regional hostilities, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters, such as hurricanes, earthquakes and tornadoes; ● adverse effects of a downturn in the lodging industry; and ● risks generally associated with the ownership of hotels and real estate.
In addition, our hotel properties are subject to various operating risks common to the lodging industry, many of which are beyond our or a manager’s control, including the following: ● competition from other hotel properties and publicly-financed civic convention centers in our markets; ● over-building of hotels in our markets, which could adversely affect occupancy and revenues at our hotel properties; ● dependence on business and commercial travelers, including the market for large group meetings, and tourism; ● increases in energy costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists; ● increases in operating costs, including, but not limited to, wages and food and beverage costs, due to inflation and other factors that may not be offset by increased room rates; 26 Table of Contents ● changes in interest rates and in the availability, cost and terms of debt financing; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; ● adverse effects of international, national, regional and local economic and market conditions; ● the impact of the use of Internet travel intermediaries by consumers; ● unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns including pandemics and epidemics, political instability, regional hostilities, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters, such as hurricanes, earthquakes and tornadoes; ● adverse effects of a downturn in the lodging industry; and ● risks generally associated with the ownership of hotels and real estate.
Efforts to hack or circumvent security measures, efforts to gain unauthorized access to data, failure of systems or software to operate as designed or intended, viruses, “ransomware” or other malware, “supply chain” attacks, “phishing” or other types of business email compromises, operator error, or inadvertent releases of data may materially impact our information systems and records of those of our owners, licensees, or service providers.
Efforts to hack or circumvent security measures, efforts to gain unauthorized access to data, failure of systems or software to operate as designed or intended, viruses, “ransomware” or other malware, “supply chain” attacks, “phishing” or other types of business email compromises, operator error, or inadvertent releases of data may materially impact our information systems and records of those of our owners, licensees, service providers, or others on which we rely.
Our credit facility has required and in the future will require us to comply with or maintain certain financial tests and ratios, including minimum fixed charge coverage ratio, minimum implied debt 33 Table of Contents service coverage ratio and maximum funded debt to asset value ratio, and we expect will require us to comply with these tests in the future.
Our credit facility has required and in the future will require us to comply with or maintain certain financial tests and ratios, including minimum fixed charge coverage ratio, minimum implied debt service coverage ratio and maximum funded debt to asset value ratio, and we expect will require us to comply with these tests in the future.
If that data is inaccurate or incomplete, we or the hotel managers could make faulty decisions. Customers and employees also have a high 21 Table of Contents expectation that we and our third-party service providers and processors will adequately protect their personal information.
If that data is inaccurate or incomplete, we or the hotel managers could make faulty decisions. Customers and employees also have a high expectation that we and our third-party service providers and processors will adequately protect their personal information.
The group-oriented meetings sector has suffered, and may in the future suffer, as a result of COVID-19, and while we believe meeting planners would, in the case of widespread or severe outbreaks of COVID-19, rebook large group meetings to future periods, there can be no assurance as to the timing and pace of any recovery.
The group-oriented meetings sector has suffered, and may in the future suffer, as a result of pandemic or epidemic disease outbreaks, and while we believe meeting planners would, in the case of widespread or severe outbreaks of pandemic or epidemic disease, rebook large group meetings to future periods, there can be no assurance as to the timing and pace of any recovery.
Moreover, many jurisdictions are considering and adopting regulations governing the use of artificial intelligence and machine learning applications and tools (including in relation to hiring and employment practices). Compliance with these regulations may be difficult or costly to implement and result in a burden on our operations that use artificial intelligence or machine learning applications and tools.
Moreover, many jurisdictions are considering and adopting regulations governing the use of artificial intelligence and machine learning applications and tools. Compliance with these regulations may be difficult or costly to implement and result in a burden on our operations that use artificial intelligence or machine learning applications and tools.
We may invest with third parties through partnerships, joint ventures or other entities, by acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. Further, we may invest in mortgage loans or mezzanine financing for a property.
We may invest with third parties through partnerships, joint ventures or other entities, by acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity.
Additionally, because we rely on third-party managers to operate our hotel properties and certain attractions, we have limited control over ensuring compliance at those locations with applicable environmental laws or regulations or approving certain remediation action taken by the manager to resolve such issues. 23 Table of Contents Compliance with the Americans with Disabilities Act could require us to incur substantial costs.
Additionally, because we rely on third-party managers to operate our hotel 23 Table of Contents properties and certain attractions, we have limited control over ensuring compliance at those locations with applicable environmental laws or regulations or approving certain remediation action taken by the manager to resolve such issues.
Any theft, loss, loss of access to, or fraudulent use of guest, associate, owner, licensee, or company data could adversely impact our reputation and could result in remedial and other expenses, fines, or litigation.
Any theft, loss, loss of access to, or fraudulent use of guest, associate, owner, licensee, 22 Table of Contents or company data could adversely impact our reputation or the reputation of our hotel manager and could result in remedial and other expenses, fines, or litigation.
All of our hotel properties will require periodic capital expenditures and renovation to remain competitive. We may also undertake hotel expansions or new features at our existing hotel properties that involve significant capital expenditures, such as our Gaylord Palms expansion.
All of our hotel properties will require periodic capital expenditures and renovation to remain competitive. We may also undertake hotel expansions or new features at our existing hotel 20 Table of Contents properties that involve significant capital expenditures, such as our recently announced Gaylord Opryland expansion.
In addition, for a third-party hotel manager to qualify as an “eligible independent contractor,” such company or a related person must be actively engaged in the trade or business of operating “qualified lodging facilities” (as defined below) for one or more persons not related to the REIT or its TRSs at each time that such company enters into a hotel management contract with a TRS lessee.
Accordingly, there can be no assurance that these ownership limits will not be exceeded. 31 Table of Contents In addition, for a third-party hotel manager to qualify as an “eligible independent contractor,” such company or a related person must be actively engaged in the trade or business of operating “qualified lodging facilities” (as defined below) for one or more persons not related to the REIT or its TRSs at each time that such company enters into a hotel management contract with a TRS lessee.
The ownership attribution rules that apply for purposes of these 35% thresholds are complex, and monitoring actual and constructive ownership of our shares by the third-party hotel manager and their owners may not be practical. Accordingly, there can be no assurance that these ownership limits will not be exceeded.
The ownership attribution rules that apply for purposes of these 35% thresholds are complex, and monitoring actual and constructive ownership of our shares by the third-party hotel manager and their owners may not be practical.
Our existing financial agreements, including our credit facilities and term loan B impose, and future financing agreements are likely to impose, operating and financial restrictions on our activities, including our ability to make distributions to any stockholder.
Our existing financial agreements, including our revolving and term loan B credit facilities and the indentures governing our senior unsecured notes, impose, and future financing agreements are likely to impose, operating and financial restrictions on our activities, including our ability to make distributions to any stockholder.
We are a holding company, and we conduct our operations through our subsidiaries, including our TRSs. As a result, our ability to meet our debt service obligations substantially depends upon our subsidiaries’ cash flows and payments of funds to us by our subsidiaries as dividends, loans, advances, leases or other payments.
As a result, our ability to meet our debt service obligations substantially depends upon our subsidiaries’ cash flows and payments of funds to us by our subsidiaries as dividends, loans, advances, leases or other payments.
Gaylord Opryland, which is located adjacent to the Cumberland River and is protected by levees built to sustain a 100-year flood, suffered flood damage on May 3, 2010 as the river rose to levels that over-topped the levees. The per occurrence flood insurance limit for our Gaylord Opryland hotel is now $350 million.
Gaylord Opryland, which is located adjacent to the Cumberland River and is protected by levees built to sustain a 100-year flood, suffered flood damage on May 3, 2010 as the river rose to levels that over-topped the levees.
Other factors that could affect the market price of our common stock include the following: ● actual or anticipated variations in our quarterly results of operations; ● changes in market valuations of companies in the hotel or real estate industries; ● changes in expectations of future financial performance or changes in estimates of securities analysts; ● fluctuations in stock market prices and volumes; ● issuances of common stock or other securities in the future; ● disputes with our hotel managers; ● the addition or departure of key personnel; ● announcements by us or our competitors of acquisitions, investments or strategic alliances; and ● unforeseen events beyond our control, such as terrorist attacks, travel related health concerns including pandemics and epidemics (including widespread or severe outbreaks of new or existing COVID-19 variants in the United States), political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities, travel related accidents and unusual weather patterns, including natural disasters, such as hurricanes, earthquakes or tornadoes. 37 Table of Contents Item 1B.
Further, rising interest rates may reduce our available cash flow and diminish our ability to reinvest in our assets, which may harm our business. 36 Table of Contents Other factors that could affect the market price of our common stock include the following: ● actual or anticipated variations in our quarterly results of operations; ● changes in market valuations of companies in the hotel or real estate industries; ● changes in expectations of future financial performance or changes in estimates of security analysts; ● fluctuations in stock market prices and volumes; ● issuances of common stock or other securities in the future; ● disputes with our hotel managers; ● the addition or departure of key personnel; ● announcements by us or our competitors of acquisitions, investments or strategic alliances; and ● unforeseen events beyond our control, such as terrorist attacks, travel related health concerns including pandemics and epidemics, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities, travel related accidents and unusual weather patterns, including natural disasters, such as hurricanes, earthquakes and tornadoes.
For example, Marriott and its affiliates own, have invested in, operate, and have provided credit support or operating guarantees to hotels that compete or will compete with our current hotel properties, including the Marriott Orlando World Center, which competes with Gaylord Palms, and the Washington Marriott Marquis, which competes with Gaylord National.
For example, Marriott and its affiliates own, have invested in, operate, and have provided credit support or operating guarantees to hotels that compete or will compete with our current hotel properties, including the Marriott Orlando World Center, which competes with Gaylord Palms, the Washington Marriott Marquis, which competes with Gaylord National, and the Gaylord Pacific Resort & Convention Center (“Gaylord Pacific”), which we do not own, but is scheduled to open in Spring 2025.
In the event of a default under our credit facility, or if we experience insolvency, liquidation, dissolution or reorganization, the holders of our secured debt instruments would first be entitled to payment from their collateral security, and only then would holders of our unsecured debt be entitled to payment from our remaining assets. 34 Table of Contents We are a holding company and depend upon our subsidiaries’ cash flow to meet our debt service obligations.
In the event of a default under our credit facility, or if we experience insolvency, liquidation, dissolution or reorganization, the holders of our secured debt instruments would first be entitled to payment from their collateral security, and only then would holders of our unsecured debt be entitled to payment from our remaining assets.
Furthermore, labor agreements may limit the ability of our third-party hotel managers to reduce the size of hotel workforces during an economic downturn because collective bargaining agreements are negotiated between the third-party hotel managers and labor unions.
Furthermore, labor agreements may limit the ability of our third-party hotel managers to reduce the size of hotel workforces during an economic downturn 24 Table of Contents because collective bargaining agreements are negotiated between the third-party hotel managers and labor unions. We do not have the ability to control the outcome of these negotiations.
Because real estate investments are relatively illiquid, our ability to promptly sell one or more of our hotel properties in response to changing economic, financial and investment conditions may be limited.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our hotel properties and harm our financial condition. Because real estate investments are relatively illiquid, our ability to promptly sell one or more of our hotel properties in response to changing economic, financial and investment conditions may be limited.
Although we believe that our hotel properties substantially comply with present requirements of the ADA, we may be subject to audits or investigations of all of our hotels to determine our compliance, and one or more hotels may not be fully compliant with the ADA. Noncompliance with the ADA could result in the incurrence of additional costs to attain compliance.
Although we believe that our hotel properties substantially comply with present requirements of the ADA, we may be subject to audits or investigations of, or litigation brought against, one or more of our hotels to determine our compliance, and one or more hotels may not be fully compliant with the ADA.
Accordingly, we cannot assure you that any such change will not significantly affect our ability to qualify for taxation as a REIT or the federal income tax consequences to us of such qualification.
Accordingly, we cannot assure you that any such change will not significantly affect our ability to qualify for taxation as a REIT or the federal income tax consequences to us of such qualification. Taxation of dividend income could make our stock less attractive to certain investors and reduce the market price of our stock.
The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our hotel properties and to make alterations as appropriate in this respect.
Noncompliance with the ADA could result in the incurrence of additional costs to attain compliance. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our hotel properties and to make alterations as appropriate in this respect.
We have also completed enhancements to the levees that protect the hotel to increase the height of the levees. While we believe these steps are reasonable given the likelihood of flood damage at Gaylord Opryland, there can be no assurances that flooding will not occur at Gaylord Opryland in the future.
While we believe these steps are reasonable given the likelihood of flood damage at Gaylord Opryland, there can be no assurances that flooding will not occur at Gaylord Opryland in the future and that actual flood losses will not be in excess of insurance limits.
The Gaylord Rockies’ $800 million term loan is secured by liens on the substantial majority of Gaylord Rockies assets. The OEG term loan and OEG revolver are secured by substantially all of the assets of OEG Finance, other than Block 21. The Block 21 loan is secured by all of the assets of Block 21.
The OEG term loan and OEG revolver are secured by substantially all of the assets of OEG Finance, other than Block 21 and Southern Entertainment. The Block 21 loan is secured by all of the assets of Block 21.
The OEG Investor may have economic or other business interests or goals which are inconsistent with ours, and we could become engaged in a dispute or disagreement with them that might affect our ability to develop or operate the Entertainment business in any manner in which we see fit, thereby adversely affecting our ownership interest in OEG. 27 Table of Contents Risks Relating to Our Status as a REIT If we fail to remain qualified as a REIT, we would be subject to tax at corporate income tax rates and would not be able to deduct distributions to stockholders when computing our taxable income.
The OEG Investor may have economic or other business interests or goals which are inconsistent with ours, and we could become engaged in a dispute or disagreement with them that might affect our ability to develop or operate the Entertainment business in any manner in which we see fit, thereby adversely affecting our ownership interest in OEG.
Under the Americans with Disabilities Act of 1990, as amended (the “ADA”), all public accommodations must meet various federal requirements related to access and use by disabled persons. Compliance with the ADA’s requirements could require removal of access barriers, and non-compliance could result in the U.S. government imposing fines or in private litigants winning damages.
Compliance with the Americans with Disabilities Act could require us to incur substantial costs. Under the Americans with Disabilities Act of 1990, as amended (the “ADA”), all public accommodations must meet various federal requirements related to access and use by disabled persons.
In addition, although we have previously been successful in negotiating amendments to our credit agreement and in negotiating an amendment to the Gaylord Rockies term loan, we may be unsuccessful in negotiating any further amendments or modifications to the agreements governing our indebtedness as we may deem necessary.
Rising interest rates may make future refinancing more difficult to obtain on favorable terms. In addition, although we have previously been successful in negotiating amendments to our credit agreement, we may be unsuccessful in negotiating any further amendments or modifications to the agreements governing our indebtedness as we may deem necessary.
Our intellectual property is also vulnerable to unauthorized use in some countries outside the United States, where local laws may not adequately protect it. Marriott owns and maintains the marks used in the Gaylord Hotels and JW Marriott operations and may use the brands at properties that we do not own.
Our intellectual property is also vulnerable to unauthorized use in some countries outside the United States, where local laws may not adequately protect it.
In addition, these ownership limitations may prevent an acquisition of control of us by a third party without the approval of our board of directors, even if our stockholders believe the change of control is in their interest. General Risk Factors We are subject to risks related to our environmental, social and governance practices.
In addition, these ownership limitations may prevent an acquisition of control of us by a third party without the approval of our board of directors, even if our stockholders believe the change of control is in their interest. The market price of our common stock may vary substantially based on changes in market interest rates and other factors.
Cybersecurity incidents, including the failure to protect the integrity or availability of IT systems or the security of confidential information, or the introduction of malware or ransomware, could harm our business.
Any failure or perceived failure to comply with these regulations could subject us to enforcement actions, fines, and penalties, or may adversely affect our reputation. Cybersecurity incidents, including the failure to protect the integrity or availability of IT systems or the security of confidential information, or the introduction of malware or ransomware, could harm our business.
We and our third-party hotel managers compete with other companies both within and outside of the hospitality and entertainment industries for personnel.
Our operating costs could increase if we and our hotel managers cannot attract and retain talented personnel or as the result of the loss of the services of our senior executives. We and our third-party hotel managers compete with other companies both within and outside of the hospitality and entertainment industries for personnel.
Monitoring the unauthorized use of our intellectual property is difficult. As we have in the past, we may need to resort to litigation to enforce our intellectual property rights. Litigation of this type could be costly, force us to divert our resources, lead to counterclaims or other claims against us, or otherwise harm our business.
Monitoring the unauthorized use of our intellectual property is difficult. As we have in the past, we may need to resort to litigation to enforce our intellectual property rights.
State and local tax authorities have increased their efforts to increase revenues through changes in tax law and audits.
State and local tax authorities have increased their efforts to increase revenues through changes in tax law and audits. Such changes and proposals, if enacted, could increase our future effective income tax rates, as well as other taxes, including property taxes.
Such changes and proposals, if enacted, could increase our future effective income tax rates, as well as other taxes, including property taxes. 29 Table of Contents The ability of our board of directors to revoke our REIT qualification, without stockholder approval, may cause adverse consequences to our stockholders.
The ability of our board of directors to revoke our REIT qualification, without stockholder approval, may cause adverse consequences to our stockholders.
Additionally, because we rely on third-party managers to operate our hotel properties and certain attractions, we have limited control over defending lawsuits of this type or other claims. The ability of our board of directors to change our major policies without the consent of stockholders may not be in our stockholders’ interest.
Additionally, because we rely on third-party managers to operate our hotel properties and certain attractions, we have limited control over defending lawsuits of this type or other claims. 27 Table of Contents Risks Relating to Our Status as a REIT If we fail to remain qualified as a REIT, we would be subject to tax at corporate income tax rates and would not be able to deduct distributions to stockholders when computing our taxable income.
Uncertainty as to the nature of such potential changes, alternative reference rates, including SOFR, or other reforms may adversely affect market demand for LIBOR- or SOFR-based obligations, including ours. As a result, our interest expense may increase, our ability to refinance some or all of our existing indebtedness may be affected, and our available cash flow may be adversely affected.
Treasury securities, and Adjusted Term SOFR is a forward-looking term rate currently published by CME Group Benchmark Administration Limited. As a result of such variable interest rates, our interest expense may increase, our ability to refinance some or all of our existing indebtedness may be affected, and our available cash flow may be adversely affected.
Various U.S. federal and state laws, payment card industry security standards, and other information privacy and security standards are all applicable to us.
Various U.S. federal and state laws, payment card industry security standards, and other information privacy and security standards are all applicable to us. Many states have passed laws regulating how businesses collect and use consumer personal data, and other states are considering enacting similar laws. Significant legislative, judicial or regulatory changes have been and could be issued in the future.
Any failure to maintain and protect trademarks and other intellectual property used in our business could reduce the value of our brands and harm our business. Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our hotel properties and harm our financial condition.
Litigation of this type could be costly, force us to divert our resources, lead to counterclaims or other claims against us, result in adverse publicity to us or otherwise harm our business. Any failure to maintain and protect trademarks and other intellectual property used in our business could reduce the value of our brands and harm our business.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly. Certain of our indebtedness bears interest at variable interest rates that use Adjusted Term Secured Overnight Financing Rate (“SOFR”). SOFR is calculated based on short-term repurchase agreements, backed by U.S.
Removed
Various states, including California, Colorado, Connecticut, Utah and Virginia have passed laws pertaining to the processing of personal data, which require, among other things, that businesses provide new disclosures and options to consumers about data collection, use and sharing policies. Significant legislative, judicial or regulatory changes have been and could be issued in the future.
Added
Compliance with the ADA’s requirements could require removal of access barriers, and non-compliance could result in the U.S. government imposing fines or in private litigants winning damages.
Removed
We do not have the ability to control the outcome of these negotiations. 24 Table of Contents Our operating costs could increase if we and our hotel managers cannot attract and retain talented personnel or as the result of the loss of the services of our senior executives.
Added
We have completed enhancements to the levees that protect the hotel to increase the height of the levees, and we also maintain a prudent level of flood insurance in an amount which we believe is sufficient to respond to any potential flood losses at Gaylord Opryland.
Removed
Our financial and operating results may suffer if we are unsuccessful in integrating JW Marriott Hill Country with our existing assets, and integrating JW Marriott Hill Country may be more difficult, costly or time consuming than expected.
Added
Marriott owns and maintains the marks used in the Gaylord Hotels and JW Marriott operations and uses the brands at properties that we do not own, including Gaylord Pacific, and accordingly, we are reliant on Marriott to enforce the rights to these marks and to protect the value of those brands.
Removed
If we are unable to successfully integrate JW Marriott Hill Country with our other assets in an efficient and effective manner, the anticipated benefits of the JW Marriott Hill Country transaction may not be realized fully, or at all, or may take longer to realize than expected and may not meet estimated growth projections or expectations.
Added
The maximum tax rate applicable to “qualified dividend income”, which includes income from dividends paid by domestic C corporations to non-corporate stockholders, is 20.0% plus a 3.8% “Medicare tax” applicable to individuals, trusts and estates whose income exceeds certain thresholds. Dividends payable by REITs generally do not qualify for the reduced tax rate applicable to qualified dividend income.
Removed
Further, we may not achieve the projected efficiencies and synergies once we have fully integrated JW Marriott Hill Country into our operations, which may lead to additional costs not anticipated at the time of the JW Marriott Hill Country transaction.
Added
Under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), however, a non-corporate taxpayer may deduct 20% of the ordinary dividends (e.g. dividends that are not “capital gain dividends” or “qualified dividend income”) received from a REIT for taxable years beginning before January 1, 2026.
Removed
An inability to realize the full extent of the anticipated benefits of the JW Marriott Hill Country transaction or any delays encountered in the integration process could have an adverse effect on our results from operations, cash flows and financial position.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+1 added−0 removed19 unchanged
Biggest changeFor more information about the cybersecurity risks we face, see the risk factor entitled “Cybersecurity incidents, including the failure to protect the integrity or availability of IT systems or the security of confidential information, or the introduction of malware or ransomware, could harm our business.” in Item 1A. Risk Factors of Part I of this Annual Report on Form 10-K.
Biggest changeFor 38 Table of Contents more information about the cybersecurity risks we face, see the risk factor entitled “Cybersecurity incidents, including the failure to protect the integrity or availability of IT systems or the security of confidential information, or the introduction of malware or ransomware, could harm our business.” in Item 1A.
In addition to regular reports from our CIO and vice president of internal audit regarding our program for managing our information security risks, including data privacy and protection risks we face, the CIO and VP of IT also meet quarterly with the Audit Committee to inform them of current cybersecurity risks and threats, as well as cybersecurity enhancement projects.
In addition to regular reports from our CIO and vice president of internal audit regarding our program for managing our information security risks, including data privacy and protection risks we face, the CIO and VP of IT also meet quarterly with the Risk Committee to inform them of current cybersecurity risks and threats, as well as cybersecurity enhancement projects.
Our internal audit group meets regularly with management team members of Marriott, our third-party hotel manager, to assess security applications compliance. We also regularly meet with management team members of Marriott to understand system upgrades, changes and associated risks with third-party manager applications.
Our internal audit group meets regularly with management team members of Marriott, our third-party hotel manager, to assess security applications compliance. We also regularly meet with management team members of Marriott to understand system upgrades, changes and associated risks with third-party managed applications.
We promote a culture of cybersecurity compliance throughout our organization, including required monthly cybersecurity training for all employees with company accounts and annual training for service-related employees on 38 Table of Contents cybersecurity related topics, including social engineering (e.g., phishing, vishing and smishing), ransomware, denial of service or information, and other security breach tactics.
We promote a culture of cybersecurity compliance throughout our organization, including required monthly cybersecurity training for all employees with company accounts and annual training for service-related employees on cybersecurity related topics, including social engineering (e.g., phishing, vishing and smishing), ransomware, denial of service or information, and other security breach tactics.
Our Enterprise Risk Management (“ERM”) committee, which includes several members of senior management, including our CFO, our CIO, and a Certified Information Systems Auditor, also presents all of our top organizational and operational risks, including information security-related risks, focus areas and accomplishments throughout our various businesses, to our board of directors on a quarterly basis.
Our Enterprise Risk Management (“ERM”) committee, which includes several members of senior management, including our CFO, our CIO, and a Certified Information Systems Auditor, also presents all of our top organizational and operational risks, including information security-related risks, focus areas and accomplishments throughout our various businesses, to the Risk Committee on a quarterly basis.
Our CIO and our Vice President of IT (“VP of IT”) are primarily responsible for our overall information security, strategy, policy, security engineering, operations and cybersecurity threat detection and the management of cybersecurity risks.
Our CIO and our Vice President of IT (“VP of IT”) are primarily responsible for our overall information security, strategy, policy, security engineering, operations and cybersecurity threat detection and the management of cybersecurity 37 Table of Contents risks.
We or our third-party manager currently maintain a cybersecurity insurance policy that provides coverage for security incidents and periodically meet with our insurer to discuss emerging trends in cybersecurity.
We currently maintain a cybersecurity insurance policy that provides coverage for security incidents and periodically meet with our insurer to discuss emerging trends in cybersecurity.
Our board of directors has delegated oversight of certain of these areas to the committees of our board of directors, including delegating the oversight of our information technology security programs (including cybersecurity) to the audit committee of our board of directors (the “Audit Committee”).
Our board of directors has delegated oversight of certain of these areas to the committees of our board of directors, including delegating the oversight of our information technology security programs (including cybersecurity) to the risk committee of our board of directors (the “Risk Committee”).
Added
Risk Factors of Part I of this Annual Report on Form 10-K.

Item 2. Properties

Properties — owned and leased real estate

5 edited+0 added−1 removed6 unchanged
Biggest changeWe own approximately 85 acres on which Gaylord Rockies is located and approximately 130 acres of undeveloped land adjacent to Gaylord Rockies.
Biggest changeWe own approximately 85 acres on which Gaylord Rockies is located and approximately 130 acres of undeveloped land adjacent to Gaylord Rockies. On June 30, 2023, we purchased approximately 600 acres in San Antonio, Texas, on which JW Marriott Hill Country is located, and in November 2023, we purchased approximately 38 additional adjacent acres.
For a description of the management agreements with Marriott, see “Management Agreements” in Item 1, “Business.” For the operating results of our hotels on a property basis, see “Operating Results – Detailed Segment Financial Information” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Entertainment Segment We own the General Jackson’s docking facility and the Grand Ole Opry House, each of which is located within the Opryland complex.
For a description of the management agreements with Marriott, see “Management Agreements” in Item 1, “Business.” For the operating results of our hotels on a property basis, see “Operating Results – Detailed Segment Financial Information” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Entertainment Segment We own the General Jackson’s docking facility and the Grand Ole Opry House, each of which is located adjacent to the Gaylord Opryland complex.
We also own the approximately 6-acre site of the Inn at Opryland, which is located near the Opryland complex. We have leased a 65-acre tract in Osceola County, Florida, on which the 39 Table of Contents Gaylord Palms is located, pursuant to a 75-year ground lease with a 24-year renewal option.
We also own the approximately 6-acre site of the Inn at Opryland, which is located near the Opryland complex. We have leased a 65-acre tract in Osceola County, Florida, on which the Gaylord Palms is located, pursuant to a 75-year ground lease with a 24-year renewal option.
We believe that these facilities and the facilities related to each of our business segments are generally well maintained.
We believe that these facilities and the facilities related to each of our business segments are generally well maintained. 39 Table of Contents
In downtown Nashville, we own the Ryman Auditorium, Ole Red Nashville, and the Wildhorse Saloon dance hall and production facility, and an adjacent 17,000 square foot building. In Austin, we own Block 21, which includes the Moody Theater, the 3TEN at ACL Live Club, the W Austin, and approximately 53,000 square feet of other Class A commercial space.
In downtown Nashville, we own the Ryman Auditorium, Ole Red Nashville, Category 10, and an adjacent 17,000 square foot building. In Austin, we own Block 21, which includes the Moody Theater, the 3TEN at ACL Live Club, the W Austin, and approximately 53,000 square feet of other Class A commercial space.
Removed
Gaylord Rockies assets secure our obligations pursuant to the Gaylord Rockies term loan, as described in the Liquidity and Capital Resources section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” On June 30, 2023, we purchased approximately 600 acres in San Antonio, Texas, on which JW Marriott Hill Country is located, and in November 2023, we purchased approximately 38 additional adjacent acres.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
Mine Safety Disclosures None. 40 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOther Information To maintain our qualification as a REIT for federal income tax purposes, we must distribute at least 90% of our REIT taxable income each year. We plan to pay minimum dividends to stockholders of 100% of REIT taxable income annually.
Biggest changeOther Information To maintain our qualification as a REIT for federal income tax purposes, we must distribute at least 90% of our REIT taxable income each year. Our board of directors has approved a dividend policy pursuant to which we will pay minimum dividends to stockholders of 100% of REIT taxable income annually.
Issuer Purchases of Equity Securities No shares of the Company’s common stock were repurchased during the three months ended December 31, 2023. Unregistered Sales of Equity Securities The Company did not sell any of its securities during the fiscal year ended December 31, 2023 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Issuer Purchases of Equity Securities No shares of the Company’s common stock were repurchased during the three months ended December 31, 2024. Unregistered Sales of Equity Securities The Company did not sell any of its securities during the fiscal year ended December 31, 2024 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Notwithstanding this restriction, we are permitted to pay dividends to stockholders to the extent necessary to maintain our status as a REIT. Information relating to compensation plans under which our common stock is authorized for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K. Item 6. Reserved
Notwithstanding this restriction, we are permitted to pay dividends to stockholders to the extent necessary to maintain our status as a REIT. Information relating to compensation plans under which our common stock is authorized for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K. Item 6. Reserved 40 Table of Contents
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol “RHP”. Holders There were approximately 810 record holders of our common stock at January 31, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol “RHP”. Holders There were approximately 750 record holders of our common stock at January 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNon-Operating Results Affecting Net Income (Loss) General The following table summarizes the other factors which affected our net income (loss) for the years ended December 31, 2023, 2022 and 2021 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % Change 2022 % Change 2021 Interest expense ​ $ 211,370 42.4 % $ 148,406 18.4 % $ 125,347 Interest income ​ 21,423 272.6 % 5,750 1.1 % 5,685 Loss on extinguishment of debt ​ ​ (2,252) ​ (45.6) % ​ (1,547) ​ 47.5 % ​ (2,949) Loss from unconsolidated joint ventures ​ (17,308) (57.8) % (10,967) (22.4) % (8,963) Other gains and (losses), net ​ 3,921 125.0 % 1,743 330.4 % 405 (Provision) benefit for income taxes ​ 93,702 341.7 % (38,775) (682.2) % (4,957) ​ Interest Expense Interest expense increased $63.0 million in 2023, as compared to 2022, due primarily to higher interest rates and higher levels of indebtedness attributable to the 2022 OEG Term Loan and the Block 21 CMBS loan, as well as the May 2023 refinancing and increase of the term loan B and the June 2023 issuance of the $400 Million 7.25% Senior Notes.
Biggest changeOperating Results – Gain (Loss) on Sale of Assets Gain on sale of assets for 2024 and loss on sale of assets for 2022 includes the sale of miscellaneous corporate assets. 51 Table of Contents Non-Operating Results Affecting Net Income General The following table summarizes the other factors which affected our net income for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Interest expense ​ $ 225,395 6.6 % $ 211,370 42.4 % $ 148,406 Interest income ​ 27,977 30.6 % 21,423 272.6 % 5,750 Loss on extinguishment of debt ​ ​ (2,479) ​ (10.1) % ​ (2,252) ​ (45.6) % ​ (1,547) Income (loss) from unconsolidated joint ventures ​ 275 101.6 % (17,308) (57.8) % (10,967) Other gains and (losses), net ​ 2,814 (28.2) % 3,921 125.0 % 1,743 (Provision) benefit for income taxes ​ (13,836) (114.8) % 93,702 341.7 % (38,775) ​ Interest Expense The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 RHP Revolving Credit Facility ​ $ 4,056 (2.4) % $ 4,156 (38.3) % $ 6,740 RHP Term Loan A ​ ​ — ​ — % ​ — ​ (100.0) % ​ 3,805 RHP Term Loan B ​ 27,703 (11.8) % 31,395 134.6 % 13,383 RHP Senior Notes ​ ​ 143,592 ​ 83.0 % ​ 78,481 ​ 25.5 % ​ 62,532 Gaylord Rockies Term Loan ​ 15,495 (72.5) % 56,295 34.4 % 41,891 OEG Revolver ​ 2,127 66.6 % 1,277 141.9 % 528 OEG Term Loan ​ 30,682 (6.7) % 32,881 128.9 % 14,363 Block 21 CMBS Loan ​ ​ 8,421 ​ (0.9) % ​ 8,499 ​ 68.2 % ​ 5,052 Other (1) ​ ​ (6,681) ​ (313.9) % ​ (1,614) ​ (1,541.1) % ​ 112 Total interest expense ​ $ 225,395 ​ 6.6 % $ 211,370 ​ 42.4 % $ 148,406 (1) Other includes capitalized interest, as well as other miscellaneous items.
Our other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National, and effective June 30, 2023, the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”).
Our other owned hotel assets managed by Marriott include the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) (effective June 30, 2023), 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.
During 2023, net cash flows provided by financing activities were $711.9 million, primarily reflecting the issuance of the $400 Million 7.25% Senior Notes, $395.4 million in net proceeds from the issuance of approximately 4.4 million shares of our common stock, and the net borrowing of $121.3 million under our refinanced credit facility, partially offset by the payment of $176.0 million in cash distributions and the payment of $23.4 million in deferred financing costs .
During 2023, net cash flows provided by financing activities were $711.9 million, primarily reflecting the issuance of $400.0 million in 7.25% senior notes, $395.4 million in net proceeds from the issuance of approximately 4.4 million shares of our common stock, and the net borrowing of $121.3 million under our refinanced credit facility, partially offset by the payment of $176.0 million in cash distributions, and the payment of $23.4 million in deferred financing costs .
This release of valuation allowance of $112.5 million was the primary factor in the large income tax benefit for 2023. ​ 54 Table of Contents Non-GAAP Financial Measures We present the following non-GAAP financial measures, which we believe are useful to investors as key measures of our operating performance: EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture Definition We calculate EBITDA re, which is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) in its September 2017 white paper as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property of the affiliate, and adjustments to reflect the entity’s share of EBITDA re of unconsolidated affiliates.
This release of valuation allowance of $112.5 million was the primary factor in the large income tax benefit for 2023. ​ 53 Table of Contents Non-GAAP Financial Measures We present the following non-GAAP financial measures we believe are useful to investors as key measures of our operating performance: EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture Definition We calculate EBITDA re, which is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) in its September 2017 white paper as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property of the affiliate, and adjustments to reflect the entity’s share of EBITDA re of unconsolidated affiliates.
In addition, if the Company experiences certain kinds of changes of control, the Company must offer to repurchase some or all of the senior notes at 101% of their principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date. $800 Million Term Loan (Gaylord Rockies) .
In addition, if the Company experiences certain kinds of changes of control, the Company must offer to repurchase some or all of the senior notes at 101% of their principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date. Previous $800 Million Gaylord Rockies Term Loan .
Pursuant to the terms of the management agreements and pooling agreement with Marriott for our Gaylord Hotels properties, excluding Gaylord Rockies, we are subject to certain debt limitations described below.
Additional Debt Limitations . Pursuant to the terms of the management agreements and pooling agreement with Marriott for our Gaylord Hotels properties, excluding Gaylord Rockies, we are subject to certain debt limitations described below.
If the amortized cost basis exceeds the fair value, an expected credit loss exists and the allowance for credit losses is measured as the difference between the bonds’ amortized cost basis and fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections over the contractual life of the bonds, as well as observable market data to the extent available.
If the amortized cost basis exceeds the present value, an expected credit loss exists and the allowance for credit losses is measured as the difference between the bonds’ amortized cost basis and present value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections over the contractual life of the bonds, as well as observable market data to the extent available.
Our estimate of the fair value of the Gaylord National Bonds is sensitive to the significant assumptions of the discounted cash flow analysis, which include the projections of hotel taxes (which are based on expected hotel rooms revenues) and property taxes, both of which are affected by expectations about future market and economic conditions, particularly those in the Washington D.C. market.
Our estimate of the present value of the Gaylord National Bonds is sensitive to the significant assumptions of the discounted cash flow analysis, which include the projections of hotel taxes (which are based on expected hotel rooms revenues) and property taxes, both of which are affected by expectations about future market and economic conditions, particularly those in the Washington D.C. market.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
See “Supplemental Cash Flow Information” in Note 1 to our consolidated financial statements included herein for a discussion of the interest we paid during 2023, 2022 and 2021. ​ Inflation ​ Inflation has had a more meaningful impact on our business during recent periods than in historical periods.
See “Supplemental Cash Flow Information” in Note 1 to our consolidated financial statements included herein for a discussion of the interest we paid during 2024, 2023 and 2022. ​ Inflation ​ Inflation has had a more meaningful impact on our business during recent periods than in historical periods.
We make this assessment based on only the technical merits of the tax position. At December 31, 2023 and 2022, we had no accruals for unrecognized tax benefits. We recognize interest and penalties related to uncertain tax positions, if any, in income tax expense.
We make this assessment based on only the technical merits of the tax position. At December 31, 2024 and 2023, we had no accruals for unrecognized tax benefits. We recognize interest and penalties related to uncertain tax positions, if any, in income tax expense.
Our ability to draw on our credit facility and the OEG revolving credit facility is subject to the satisfaction of provisions of the credit facility and the OEG revolving credit facility, as applicable. Our outstanding principal debt agreements are described below. At December 31, 2023, there were no defaults under the covenants related to our outstanding debt.
Our ability to draw on our credit facility and the OEG revolving credit facility is subject to the satisfaction of provisions of the credit facility and the OEG revolving credit facility, as applicable. Our outstanding principal debt agreements are described below. At December 31, 2024, there were no defaults under the covenants related to our outstanding debt.
On June 22, 2023, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of 7.25% senior notes due 2028, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.
In June 2023, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of 7.25% senior notes due 2028, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.
On February 17, 2021, the Operating Partnership and Finco completed the private placement of $600.0 million in aggregate principal amount of senior notes due 2029, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.
In February 2021, the Operating Partnership and Finco completed the private placement of $600.0 million in aggregate principal amount of senior notes due 2029, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.
FFO, Adjusted FFO, and Adjusted FFO available to common stockholders and unit holders Definition We calculate FFO , which definition is clarified by NAREIT in its December 2018 white paper as net income (calculated in accordance with GAAP) excluding depreciation and amortization (excluding amortization of deferred financing costs and debt discounts), gains and losses from the sale of certain real estate assets, gains and losses from a change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciated real estate held by the entity, income (loss) from consolidated joint ventures attributable to noncontrolling interest, and pro rata adjustments for unconsolidated joint ventures. ​ ​ 55 Table of Contents To calculate Adjusted FFO available to common stockholders and unit holders, we then exclude, to the extent the following adjustments occurred during the periods presented: ​ ● Right-of-use asset amortization; ● Impairment charges that do not meet the NAREIT definition above; ● Write-offs of deferred financing costs; ● Amortization of debt discounts or premiums and amortization of deferred financing costs; ● Loss on extinguishment of debt; ● Non-cash lease expense; ● Credit loss on held-to-maturity securities; ● Pension settlement charges; ● Additional pro rata adjustments from unconsolidated joint ventures; ● (Gains) losses on other assets; ● Transaction costs of acquisitions; ● Deferred income tax expense (benefit); and ● Any other adjustments we have identified herein . ​ FFO available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unit holders exclude the ownership portion of the joint ventures not controlled or owned by the Company. ​ We believe that the presentation of FFO available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unit holders provides useful information to investors regarding the performance of our ongoing operations because they are a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items, which we believe are not indicative of the performance of our underlying hotel properties.
FFO, Adjusted FFO, and Adjusted FFO available to common stockholders and unit holders Definition We calculate FFO , which definition is clarified by NAREIT in its December 2018 white paper as net income (calculated in accordance with GAAP) excluding depreciation and amortization (excluding amortization of deferred financing costs and debt discounts), gains and losses from the sale of certain real estate assets, gains and losses from a change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciated real estate held by the entity, income (loss) from consolidated joint ventures attributable to noncontrolling interest, and pro rata adjustments from unconsolidated joint ventures. ​ ​ 54 Table of Contents To calculate Adjusted FFO available to common stockholders and unit holders, we then exclude, to the extent the following adjustments occurred during the periods presented: ​ ● right-of-use asset amortization; ● impairment charges that do not meet the NAREIT definition above; ● write-offs of deferred financing costs; ● amortization of debt discounts or premiums and amortization of deferred financing costs; ● loss on extinguishment of debt; ● non-cash lease expense; ● credit loss on held-to-maturity securities; ● pension settlement charges; ● additional pro rata adjustments from unconsolidated joint ventures; ● (gains) losses on other assets; ● transaction costs of acquisitions; ● deferred income tax expense (benefit); and ● any other adjustments we have identified herein . ​ FFO available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unit holders exclude the ownership portion of the joint ventures not controlled or owned by the Company. ​ We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding the performance of our ongoing operations because each presents a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items, which we believe are not indicative of the performance of our underlying hotel properties.
The $400 Million 7.25% Senior Notes have a maturity date of July 15, 2028 and bear interest at 7.25% per annum, payable semi-annually in cash in arrears on January 15 and July 15 each year, beginning January 15, 2024.
The $400 Million 7.25% Senior Notes have a maturity date of July 15, 2028 and bear interest at 7.25% per annum, payable semi-annually in cash in arrears on January 15 and July 15 each year.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This section of this Annual Report on Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
A prolonged inflationary environment could adversely affect our operating costs, customer spending and bookings, and our financial results. ​ Supplemental Guarantor Financial Information ​ The Company’s $400 Million 7.25% Senior Notes, $600 Million 4.50% Senior Notes and $700 Million 4.75% Senior Notes were each issued by the Issuers and are guaranteed on a senior unsecured basis by the Company (as the parent company), each of the Operating Partnership’s subsidiaries that own the Gaylord Hotels properties, excluding Gaylord Rockies, and certain other of the Company’s subsidiaries, each of which also guarantees the Operating Partnership’s Credit Agreement, as amended (such subsidiary guarantors, together with the Company, the “Guarantors”).
A prolonged inflationary environment could adversely affect our operating costs, customer spending and bookings, and our financial results. ​ Supplemental Guarantor Financial Information ​ The Company’s $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, $600 Million 4.50% Senior Notes and $400 Million 7.25% Senior Notes were each issued by the Issuers and are guaranteed on a senior unsecured basis by the Company (as the parent company), each of the Operating Partnership’s subsidiaries that own the Gaylord Hotels properties and certain other of the Company’s subsidiaries, each of which also guarantees the Operating Partnership’s Credit Agreement, as amended (such subsidiary guarantors, together with the Company, the “Guarantors”).
These five resorts, which we refer to as our 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 41 Table of Contents near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C.
These five resorts, which we refer to as our Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C.
The $400 Million 7.25% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $700 Million 4.75% Senior Notes and $600 Million 4.50% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
The $1 Billion 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $700 Million 4.75% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
The maturity date of the Revolver is May 18, 2027, with the option to extend the maturity date for a maximum of one additional year through either (i) a single 12-month extension option or (ii) two individual six-month extensions.
Revolving Credit Facility. The maturity date of the Revolver is May 18, 2027, with the option to extend the maturity date for a maximum of one additional year through either (i) a single 12-month extension option or (ii) two individual six-month extensions.
Each of the Revolver and Term Loan B is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties, other than Gaylord Rockies, and certain of our other subsidiaries.
Each of the Revolver and Term Loan B is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties and certain of our other subsidiaries.
At December 31, 2023 and 2022, we have accrued no interest or penalties related to uncertain tax positions. ​ Acquisitions and Purchase Price Allocations.
At December 31, 2024 and 2023, we have accrued no interest or penalties related to uncertain tax positions. ​ Acquisitions and Purchase Price Allocations.
The OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate principal amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million (the “OEG Revolver”).
The Amended OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate principal amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million (the “OEG Revolver”).
Gaylord Rockies is not a Pooled Hotel for this purpose. Estimated Interest on Principal Debt Agreements Based on the stated interest rates on our fixed-rate debt and the rates in effect at December 31, 2023 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations over the next five years are $783.9 million.
Gaylord Rockies is not a Pooled Hotel for this purpose. Estimated Interest on Principal Debt Agreements Based on the stated interest rates on our fixed-rate debt and the rates in effect at December 31, 2024 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations over the next five years are $837.9 million.
During 2023 and 2022, we recorded an income tax (provision) benefit of $93.7 million and $(38.8) million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction for both years and a change in valuation allowance at the TRSs in 2023.
During 2024 and 2023, we recorded an income tax (provision) benefit of $(13.8) million and $93.7 million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction for both years and a change in valuation allowance at the TRSs in 2023.
Cash Flows Provided By Financing Activities. Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash dividends.
Cash Flows Provided By (Used In) Financing Activities. Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash dividends.
We have entered into an interest rate swap to fix the SOFR portion of the interest rate at 5.2105% for the fifth year of the loan.
We previously entered into an interest rate swap to fix the SOFR portion of the interest rate at 5.2105% for the fifth year of the loan.
Assets and equity of Gaylord Rockies and OEG are not subject to the liens of the Credit Agreement. ​ 59 Table of Contents In addition, each of the Revolver and Term Loan B contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements.
Assets and equity of OEG are not subject to the liens of the Credit Agreement. In addition, each of the Revolver and Term Loan B contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements.
In an effort to mitigate the impact of increased interest rates, at December 31, 2023, 80% of our outstanding debt is fixed-rate debt, after considering the impact of interest rate swaps. ​ We continue to monitor inflationary pressures and may need to consider potential mitigation actions in future periods.
In an effort to mitigate the impact of increased interest rates, at December 31, 2024, 85% of our outstanding debt is fixed-rate debt, after considering the impact of interest rate swaps. ​ We continue to monitor inflationary pressures and may need to consider potential mitigation actions in future periods.
We provide credit loss reserves for the Gaylord National Bonds by comparing the amortized cost basis to their fair value.
We provide credit loss reserves for the Gaylord National Bonds by comparing the amortized cost basis to their present value.
The impairment is measured by the difference between the assets’ carrying amount and their fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable 65 Table of Contents market data to the extent available.
The impairment is measured by the difference between the assets’ carrying amount and their fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available.
Other Gains and (Losses), net Other gains and (losses), net for 2023 and 2022 primarily includes a gain of $6.1 million and $2.9 million, respectively, from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses.
Other Gains and (Losses), net Other gains and (losses), net for 2024 and 2023 primarily includes a gain of $3.2 million and $6.1 million, respectively, from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses.
All other terms and conditions of the additional 2027 notes are identical to the $500 Million 4.75% Senior Notes. ​ The $700 Million 4.75% Senior Notes are currently redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 102.375%, 101.188%, and 100.00% beginning on October 15 of 2023, 2024, and 2025, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
All other terms and conditions of the additional 2027 notes are identical to the $500 Million 4.75% Senior Notes. ​ 60 Table of Contents The $700 Million 4.75% Senior Notes are redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 101.188% and 100.00% beginning on October 15 of 2024, and 2025, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
Increases in costs, including labor costs, insurance costs, costs of food and other supplies, and energy costs have affected our operations in 2023 and 2022 and in the future could negatively affect our results, particularly during an inflationary economic environment.
Increases in costs, including labor costs, insurance costs, costs of food and other supplies, and energy costs have affected our operations in recent years and in the future could negatively affect our results, particularly during an inflationary economic environment.
In September 2019, the Operating Partnership and RHP Finance Corporation (“Finco”) completed the private placement of $500.0 million in aggregate principal amount of senior notes due 2027, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.
In September 2019, the Operating Partnership and Finco completed the private placement of $500.0 million in aggregate principal amount of senior notes due 2027, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.
The Block 21 CMBS Loan has a fixed interest rate of 5.58% per annum, payable monthly, matures January 5, 2026, and provides for payments due monthly based on a 30-year amortization. At December 31, 2023, $131.9 million was outstanding under the Block 21 CMBS Loan.
The Block 21 CMBS Loan has a fixed interest rate of 5.58% per annum, payable monthly, matures January 5, 2026, and provides for payments due monthly based on a 30-year amortization. At December 31, 2024, $129.0 million was outstanding under the Block 21 CMBS Loan.
The $500 Million 4.75% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $600 Million 4.50% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
The $500 Million 4.75% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $600 Million 4.50% Senior Notes, and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
The $600 Million 4.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $700 Million 4.75% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
The $600 Million 4.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any.
The OEG Term Loan and OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its subsidiaries (other than Block 21 and Circle, as more specifically described in the OEG Credit Agreement).
The OEG Term Loan and OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its wholly owned subsidiaries (other than Block 21-related subsidiaries, as more specifically described in the Amended OEG Credit Agreement).
The management agreements provide for the following limitations on indebtedness encumbering a hotel: ● The aggregate principal balance of all mortgage and mezzanine debt encumbering the hotel shall be no greater than 75% of the fair market value of the hotel; and ● The ratio of (a) aggregate Operating Profit (as defined in the management agreement) in the 12 months prior to the closing on the mortgage or mezzanine debt to (b) annual debt service for the hotel shall equal or exceed 1.2:1; but is subject to the pooling agreement described below. ​ 63 Table of Contents The pooled limitations on Secured Debt (as defined in the pooling agreement) are as follows: ● The aggregate principal balance of all mortgage and mezzanine debt on Pooled Hotels (as defined in the pooling agreement), shall be no more than 75% of the fair market value of Pooled Hotels. ● The ratio of (a) aggregate Operating Profit (as defined in the pooling agreement) of Pooled Hotels in the 12 months prior to closing on any mortgage or mezzanine debt, to (b) annual debt service for the Pooled Hotels, shall equal or exceed 1.2:1.
The management agreements provide for the following limitations on indebtedness encumbering a hotel: ● The aggregate principal balance of all mortgage and mezzanine debt encumbering the hotel shall be no greater than 75% of the fair market value of the hotel; and ● The ratio of (a) aggregate Operating Profit (as defined in the management agreement) in the 12 months prior to the closing on the mortgage or mezzanine debt to (b) annual debt service for the hotel shall equal or exceed 1.2:1; but is subject to the pooling agreement described below.
On June 16, 2022, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a credit agreement (the “OEG Credit Agreement”) among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
On June 28, 2024, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a certain First Amendment, which amends the Credit Agreement dated as of June 16, 2022 among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Original OEG Credit Agreement”).
At December 31, 2023, no amounts were outstanding under the Revolver, and the lending banks had issued $14.6 million of letters of credit under the Credit Agreement, which left $685.4 million of availability under the Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our $600 million in aggregate principal amount of senior notes due 2029 (the “$600 Million 4.50% Senior Notes”), our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”) and our $400 Million 7.25% Senior Notes, which we met at December 31, 2023).
At December 31, 2024, no amounts were outstanding under the Revolver, and the lending banks had issued $4.3 million of letters of credit under the Credit Agreement, which left $695.7 million of availability under the Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our $1 billion in aggregate principal amount of senior notes due 2032 (the $1 Billion 6.50% Senior Notes”), our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), our $600 million in aggregate principal amount of senior notes due 2029 (the “$600 Million 4.50% Senior Notes”) and our $400 million in aggregate principal amount of senior notes due 2028 (“$400 Million 7.25% Senior Notes”), which we met at December 31, 2024).
Further, such assumptions require significant judgment as the Gaylord National Bonds and related projected cash flows continue for an extended period of time through 2037.
Further, such assumptions require significant judgment as the Gaylord National Bonds and related projected cash flows continue for an extended period of time through 2037. 65 Table of Contents Income taxes.
The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced room deposits on future hotel room stays .
The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced room deposits on future hotel room stays . Cash Flows Used in Investing Activities .
We completed a registered offer to exchange the $700 Million 4.75% Senior Notes for registered notes with substantially identical terms as the $700 Million 4.75% Senior Notes in July 2020. $400 Million 7.25% Senior Notes .
We completed a registered offer to exchange the $700 Million 4.75% Senior Notes for registered notes with substantially identical terms as the $700 Million 4.75% Senior Notes in July 2020. $600 Million 4.50% Senior Notes .
Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.6% and 5.0% in 2023 and 2022, respectively.
Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.7% and 6.6% in 2024 and 2023, respectively.
Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) Adjusted Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, dependent upon our funded debt to total asset value ratio (as defined in the Credit Agreement), (ii) Adjusted Daily Simply SOFR plus the applicable margin ranging from 1.40% to 2.00%, dependent on our funded debt to total asset value ratio (as defined in the Credit Agreement) or (iii) a base rate as set in the Credit Agreement plus the applicable margin ranging from 0.40% to 1.00%, dependent upon our funded debt to asset value ratio (as defined in the Credit Agreement).
Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) Adjusted Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, (ii) Adjusted Daily Simply SOFR plus the applicable margin ranging from 1.40% to 2.00% or (iii) a base rate as set in the Credit Agreement plus the applicable margin ranging from 0.40% to 1.00%, with each option dependent upon our consolidated net leverage ratio (as defined in the Credit Agreement).
The $600 Million 4.50% Senior Notes will be redeemable, in whole or in part, at any time on or after February 15, 2024 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 102.250%, 101.500%, 100.750%, and 100.000% beginning on February 15 of 2024, 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
The $600 Million 4.50% Senior Notes are redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 101.500%, 100.750%, and 100.000% beginning on February 15 of 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. $400 Million 7.25% Senior Notes .
On May 18, 2023, we entered into a 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, which replaced the Company’s previous credit facility.
On May 18, 2023, we entered into a Credit Agreement (as modified pursuant to the First Incremental Agreement and the Second Incremental Agreement (each as hereinafter defined) and as further supplemented, 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, which replaced the Company’s previous credit facility.
In addition, if for any fiscal year there is Excess Cash Flow (as defined in the Credit Agreement), an additional principal amount is required. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed. At December 31, 2023, $496.3 million in borrowings were outstanding under the Term Loan B.
In addition, if for any fiscal year there is Excess Cash Flow (as defined in the Credit Agreement), an additional principal amount is required. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed.
We incurred $41.3 million, $33.7 million and $17.1 million in total base management fees to Marriott related to our Hospitality segment during 2023, 2022 and 2021, respectively. We also incurred $28.3 million, $12.8 million and $0 in incentive management fees for our Hospitality segment during 2023, 2022 and 2021, respectively.
We incurred $46.7 million, $41.3 million and $33.7 million in total base management fees to Marriott related to our Hospitality segment during 2024, 2023 and 2022, respectively. We also incurred $29.9 million, $28.3 million and $12.8 million in incentive management fees for our Hospitality segment during 2024, 2023 and 2022, respectively.
The Credit Agreement provides for a $700.0 million revolving credit facility (the “Revolver”) and a $500.0 million senior secured term loan B (the “Term Loan B”), as well as an accordion feature that will allow us to increase the facilities following the closing date by an aggregate of up to $475 million, which may be allocated between the Revolver and the Term Loan B at our option.
The Credit Agreement provides for a $700.0 million revolving credit facility (the “Revolver”) and a senior secured term loan B (the “Term Loan B”) (in the original principal amount of $500.0 million, which was reduced to $295.0 million on March 28, 2024), as well as an accordion feature that will allow us to increase the facilities by an aggregate of up to $475 million, which may be allocated between the Revolver and the Term Loan B at our option.
However, favorable occupancy, ADR and outside-the-room spend in our Hospitality segment and business levels in our Entertainment segment have reduced the impact of increased operating costs, including increased wages and increased insurance and food and beverage costs, on our financial position and results of operations. ​ Additionally, increased interest rates have driven higher interest expense on our higher debt levels.
However, favorable ADR and outside-the-room spend in our Hospitality segment and business levels in our Entertainment segment 63 Table of Contents in recent years have reduced the impact of increased operating costs, including increased insurance, utilities and other costs, on our financial position and results of operations. ​ Additionally, increased interest rates have driven higher interest expense on our debt.
These measures include: ​ ● Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDA re ”), Adjusted EBITDA re and Adjusted EBITDA re , Excluding Noncontrolling Interest in Consolidated Joint Venture, and ● Funds from Operations (“FFO”) available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unitholders. 44 Table of Contents See “Non-GAAP Financial Measures” below for further discussion.
These measures include: ​ ● Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDA re ”), Adjusted EBITDA re and Adjusted EBITDA re , Excluding Noncontrolling Interest in Consolidated Joint Venture, and ● Funds from Operations (“FFO”) available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unitholders.
These estimated obligations are $198.5 million in 2024, $166.4 million in 2025, $158.5 million in 2026, $150.6 million in 2027, and $110.0 million in 2028. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt.
These estimated obligations are $205.2 million in 2025, $198.2 million in 2026, $189.4 million in 2027, $148.6 million in 2028, and $96.6 million in 2029. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt.
The results of operations of our Hospitality segment are affected by the number and type of group meetings and conventions scheduled to attend our hotels in a given period.
See “Non-GAAP Financial Measures” below for further discussion. The results of operations of our Hospitality segment are affected by the number and type of group meetings and conventions scheduled to attend our hotels in a given period.
The $600 Million 4.50% Senior Notes are redeemable before February 15, 2024, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium.
The $1 Billion 6.50% Senior Notes are redeemable before April 1, 2027, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium.
During 2022, our net cash flows provided by operating activities were $419.9 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $387.6 million, and favorable changes in working capital of approximately $32.3 million.
During 2024, our net cash flows provided by operating activities were $576.5 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $550.3 million and favorable changes in working capital of approximately $26.2 million.
Therefore, we and our joint venture partner agreed to wind down Circle, and operations ceased on December 31, 2023. As a result, we incurred a loss related to Circle of approximately $10.5 million, which is included in loss from unconsolidated joint ventures in the accompanying consolidated statement of operations for 2023.
As a result, we incurred a loss related to Circle of approximately $10.5 million, which is included in loss from unconsolidated joint ventures in the accompanying consolidated statement of operations for 2023.
The Gaylord Rockies Loan consists of an $800.0 million secured term loan facility and matures July 2, 2024 with two, one-year extension options remaining, subject to certain requirements in the Gaylord Rockies Loan. The first one-year extension option was successfully completed in May 2023. The Gaylord Rockies Loan bears interest at Adjusted Daily Simple SOFR plus 2.50%.
The Gaylord Rockies Loan consisted of an $800.0 million secured term loan facility, with a maturity date of July 2, 2024 with two, one-year extension options remaining, subject to certain requirements in the Gaylord Rockies Loan, and bore interest at Adjusted Daily Simple SOFR plus 2.50%.
These changes, as well as the cash flows provided by operations discussed above, were the primary factors in the increase in our cash balance from 2022 to 2023 .
These changes, partially offset by the cash flows provided by operations discussed above, were the primary factors in the decrease in our cash balance from 2023 to 2024 .
The $400 Million 7.25% Senior Notes will be redeemable, in whole or in part, at any time on or after July 15, 2025 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.625%, 101.813% and 61 Table of Contents 100.000% beginning on July 15 of 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. $600 Million 4.50% Senior Notes .
The $1 Billion 6.50% Senior Notes will be redeemable, in whole or in part, at any time on or after April 1, 2027 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.250%, 101.625% and 100.000% beginning on April 1 of 2027, 2028, and 2029, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date. $700 Million 4.75% Senior Notes.
Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as Net Income (Loss), Operating Income (Loss), or cash flow from operations. ​ ​ 56 Table of Contents The following is a reconciliation of our consolidated GAAP net income (loss) to EBITDA re and Adjusted EBITDA re for the years ended December 31, 2023, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 Net income (loss) ​ $ 341,800 ​ $ 134,948 ​ $ (194,801) Interest expense, net ​ ​ 189,947 ​ ​ 142,656 ​ ​ 119,662 Provision (benefit) for income taxes ​ ​ (93,702) ​ ​ 38,775 ​ ​ 4,957 Depreciation and amortization ​ ​ 211,227 ​ ​ 208,616 ​ ​ 220,357 (Gain) loss on sale of assets ​ ​ — ​ ​ 327 ​ ​ (315) Pro rata EBITDA re from unconsolidated joint ventures ​ ​ 25 ​ ​ 89 ​ ​ 73 EBITDA re ​ ​ 649,297 ​ ​ 525,411 ​ ​ 149,933 Preopening costs ​ ​ 1,308 ​ ​ 532 ​ ​ 737 Non-cash lease expense ​ ​ 5,710 ​ ​ 4,831 ​ ​ 4,375 Equity-based compensation expense ​ ​ 15,421 ​ ​ 14,985 ​ ​ 12,104 Pension settlement charge ​ ​ 1,313 ​ ​ 1,894 ​ ​ 1,379 Interest income on Gaylord National bonds ​ ​ 4,936 ​ ​ 5,306 ​ ​ 5,502 Loss on extinguishment of debt ​ ​ 2,252 ​ ​ 1,547 ​ ​ 2,949 Transaction costs of acquisitions ​ ​ — ​ ​ 1,348 ​ ​ 360 Pro rata adjusted EBITDA re from unconsolidated joint ventures (1) ​ ​ 10,508 ​ ​ — ​ ​ — Adjusted EBITDA re ​ ​ 690,745 ​ ​ 555,854 ​ ​ 177,339 Adjusted EBITDA re of noncontrolling interest in consolidated joint venture ​ ​ (29,884) ​ ​ (15,309) ​ ​ 1,017 Adjusted EBITDA re , excluding noncontrolling interest in consolidated joint venture ​ $ 660,861 ​ $ 540,545 ​ $ 178,356 (1) In September 2023, we determined to pivot from television network ownership in favor of a distribution approach.
Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as net income, operating income, or cash flow from operations. ​ ​ 55 Table of Contents The following is a reconciliation of our consolidated GAAP net income to EBITDA re and Adjusted EBITDA re for the years ended December 31, 2024, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Net income ​ $ 280,190 ​ $ 341,800 ​ $ 134,948 Interest expense, net ​ ​ 197,418 ​ ​ 189,947 ​ ​ 142,656 Provision (benefit) for income taxes ​ ​ 13,836 ​ ​ (93,702) ​ ​ 38,775 Depreciation and amortization ​ ​ 235,626 ​ ​ 211,227 ​ ​ 208,616 (Gain) loss on sale of assets ​ ​ (270) ​ ​ — ​ ​ 327 Pro rata EBITDA re from unconsolidated joint ventures ​ ​ 5 ​ ​ 25 ​ ​ 89 EBITDA re ​ ​ 726,805 ​ ​ 649,297 ​ ​ 525,411 Preopening costs ​ ​ 4,618 ​ ​ 1,308 ​ ​ 532 Non-cash lease expense ​ ​ 3,501 ​ ​ 5,710 ​ ​ 4,831 Equity-based compensation expense ​ ​ 13,891 ​ ​ 15,421 ​ ​ 14,985 Pension settlement charge ​ ​ 858 ​ ​ 1,313 ​ ​ 1,894 Interest income on Gaylord National bonds ​ ​ 4,616 ​ ​ 4,936 ​ ​ 5,306 Loss on extinguishment of debt ​ ​ 2,479 ​ ​ 2,252 ​ ​ 1,547 Transaction costs of acquisitions ​ ​ 1,209 ​ ​ — ​ ​ 1,348 Pro rata adjusted EBITDA re from unconsolidated joint ventures (1) ​ ​ (272) ​ ​ 10,508 ​ ​ — Adjusted EBITDA re ​ ​ 757,705 ​ ​ 690,745 ​ ​ 555,854 Adjusted EBITDA re of noncontrolling interest in consolidated joint venture ​ ​ (31,746) ​ ​ (29,884) ​ ​ (15,309) Adjusted EBITDA re , excluding noncontrolling interest in consolidated joint venture ​ $ 725,959 ​ $ 660,861 ​ $ 540,545 (1) In 2023, we and our joint venture partner agreed to wind down the Circle joint venture, with operations ceasing December 31, 2023.
The results of Gaylord Rockies for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ % Change ​ 2022 ​ % Change ​ 2021 ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 97,530 ​ 11.4 % $ 87,587 ​ 86.1 % $ 47,061 ​ Food and beverage ​ ​ 132,254 ​ 6.3 % ​ 124,463 ​ 135.9 % ​ 52,761 ​ Other hotel revenue ​ ​ 36,953 ​ (10.5) % ​ 41,276 ​ 14.3 % ​ 36,120 ​ Total revenue ​ ​ 266,737 ​ 5.3 % ​ 253,326 ​ 86.3 % ​ 135,942 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ ​ 23,931 ​ 3.6 % ​ 23,099 ​ 70.7 % ​ 13,533 ​ Food and beverage ​ ​ 78,079 ​ 6.8 % ​ 73,121 ​ 89.1 % ​ 38,662 ​ Other hotel expenses ​ ​ 55,095 ​ (7.6) % ​ 59,637 ​ 32.2 % ​ 45,102 ​ Management fees, net ​ ​ 7,935 ​ 5.6 % ​ 7,514 ​ 102.3 % ​ 3,714 ​ Depreciation and amortization ​ ​ 56,843 ​ (21.9) % ​ 72,777 ​ (19.7) % ​ 90,687 ​ Total operating expenses ​ ​ 221,883 ​ (6.0) % ​ 236,148 ​ 23.2 % ​ 191,698 ​ Operating income (loss) ​ $ 44,854 ​ 161.1 % $ 17,178 ​ 130.8 % $ (55,756) ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ ​ 73.4 % 5.1 pts ​ 68.3 % 28.4 pts ​ 39.9 % ADR ​ $ 242.39 ​ 3.5 % $ 234.19 ​ 8.8 % $ 215.17 ​ RevPAR ​ $ 178.02 ​ 11.4 % $ 159.87 ​ 86.1 % $ 85.90 ​ Total RevPAR ​ $ 486.87 ​ 5.3 % $ 462.39 ​ 86.3 % $ 248.13 ​ ​ ​ 51 Table of Contents JW Marriott Hill Country Results.
The results of Gaylord Rockies for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ % Change ​ 2023 ​ % Change ​ 2022 ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ $ 103,329 ​ 5.9 % $ 97,530 ​ 11.4 % $ 87,587 ​ Food and beverage ​ ​ 149,890 ​ 13.3 % ​ 132,254 ​ 6.3 % ​ 124,463 ​ Other hotel revenue ​ ​ 36,922 ​ (0.1) % ​ 36,953 ​ (10.5) % ​ 41,276 ​ Total revenue ​ ​ 290,141 ​ 8.8 % ​ 266,737 ​ 5.3 % ​ 253,326 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rooms ​ ​ 23,683 ​ (1.0) % ​ 23,931 ​ 3.6 % ​ 23,099 ​ Food and beverage ​ ​ 87,070 ​ 11.5 % ​ 78,079 ​ 6.8 % ​ 73,121 ​ Other hotel expenses ​ ​ 57,400 ​ 4.2 % ​ 55,095 ​ (7.6) % ​ 59,637 ​ Management fees, net ​ ​ 8,661 ​ 9.1 % ​ 7,935 ​ 5.6 % ​ 7,514 ​ Depreciation and amortization ​ ​ 57,094 ​ 0.4 % ​ 56,843 ​ (21.9) % ​ 72,777 ​ Total operating expenses ​ ​ 233,908 ​ 5.4 % ​ 221,883 ​ (6.0) % ​ 236,148 ​ Operating income ​ $ 56,233 ​ 25.4 % $ 44,854 ​ 161.1 % $ 17,178 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy ​ ​ 74.3 % 0.9 pts ​ 73.4 % 5.1 pts ​ 68.3 % ADR ​ $ 253.11 ​ 4.4 % $ 242.39 ​ 3.5 % $ 234.19 ​ RevPAR ​ $ 188.09 ​ 5.7 % $ 178.02 ​ 11.4 % $ 159.87 ​ Total RevPAR ​ $ 528.14 ​ 8.5 % $ 486.87 ​ 5.3 % $ 462.39 ​ ​ JW Marriott Hill Country Results.
Not all of the Company’s subsidiaries have guaranteed these senior notes, and the guarantees are structurally subordinated to all indebtedness and other obligations of such subsidiaries that have not guaranteed these senior notes. ​ 64 Table of Contents The following tables present summarized financial information for the Issuers and the Guarantors on a combined basis and the intercompany balances and transactions between these parties, as well as any investments in or equity in earnings from non-guarantor subsidiaries, have been eliminated (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 Net receivables due from non-guarantor subsidiaries ​ $ 8,593 Other assets ​ 2,485,488 Total assets ​ $ 2,494,081 ​ ​ ​ ​ Other liabilities ​ ​ 2,392,671 Total liabilities ​ $ 2,392,671 Total noncontrolling interest ​ $ 3,624 ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2023 Revenues from non-guarantor subsidiaries ​ $ 459,749 Operating expenses (excluding expenses to non-guarantor subsidiaries) ​ ​ 133,522 Expenses to non-guarantor subsidiaries ​ ​ 13,554 Operating income ​ ​ 312,673 Interest income from non-guarantor subsidiaries ​ ​ 1,252 Net income ​ ​ 208,217 Net income available to common stockholders ​ ​ 177,634 ​ Critical Accounting Policies and Estimates Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.
Not all of the Company’s subsidiaries have guaranteed these senior notes, and the guarantees are structurally subordinated to all indebtedness and other obligations of such subsidiaries that have not guaranteed these senior notes. ​ The following tables present summarized financial information for the Issuers and the Guarantors on a combined basis and the intercompany balances and transactions between these parties, as well as any investments in or equity in earnings from non-guarantor subsidiaries, have been eliminated (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 Other assets ​ $ 3,318,192 Total assets ​ $ 3,318,192 ​ ​ ​ ​ Net payables due to non-guarantor subsidiaries ​ $ 239,157 Other liabilities ​ ​ 3,204,169 Total liabilities ​ $ 3,443,326 Total noncontrolling interest ​ $ 3,657 ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2024 Revenues from non-guarantor subsidiaries ​ $ 585,855 Operating expenses (excluding expenses to non-guarantor subsidiaries) ​ ​ 168,004 Expenses to non-guarantor subsidiaries ​ ​ 21,724 Operating income ​ ​ 396,127 Interest income from non-guarantor subsidiaries ​ ​ 2,491 Net income ​ ​ 224,218 Net income available to common stockholders ​ ​ 215,666 64 Table of Contents ​ Critical Accounting Policies and Estimates Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.
As a result, we incurred a loss related to Circle of approximately $10.5 million in 2023. ​ The following is a reconciliation of our consolidated GAAP net income (loss) to FFO and Adjusted FFO for the years ended December 31, 2023, 2022 and 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 Net income (loss) ​ $ 341,800 ​ $ 134,948 ​ $ (194,801) Noncontrolling interest in consolidated joint venture ​ ​ (28,465) ​ ​ (5,032) ​ ​ 16,501 Net income (loss) available to common stockholders and unit holders ​ ​ 313,335 ​ ​ 129,916 ​ ​ (178,300) Depreciation and amortization ​ ​ 211,064 ​ ​ 208,494 ​ ​ 220,211 Adjustments for noncontrolling interest ​ ​ (7,083) ​ ​ (3,346) ​ ​ (11,069) Pro rata adjustments from joint ventures ​ ​ 73 ​ ​ 92 ​ ​ 73 FFO available to common stockholders and unit holders ​ ​ 517,389 ​ ​ 335,156 ​ ​ 30,915 Right-of-use asset amortization ​ ​ 163 ​ ​ 122 ​ ​ 146 Non-cash lease expense ​ ​ 5,710 ​ ​ 4,831 ​ ​ 4,375 Pension settlement charge ​ ​ 1,313 ​ ​ 1,894 ​ ​ 1,379 Pro rata adjustments from joint ventures (1) ​ ​ 10,508 ​ ​ — ​ ​ — (Gain) loss on other assets ​ ​ — ​ ​ 469 ​ ​ (317) Amortization of deferred financing costs ​ ​ 10,663 ​ ​ 9,829 ​ ​ 8,790 Amortization of debt discounts and premiums ​ ​ 2,325 ​ ​ 989 ​ ​ (279) Loss on extinguishment of debt ​ ​ 2,252 ​ ​ 1,547 ​ ​ 2,949 Adjustments for noncontrolling interest ​ ​ 18,635 ​ ​ (928) ​ ​ (294) Transaction costs of acquisitions ​ ​ — ​ ​ 1,348 ​ ​ 360 Deferred tax provision (benefit) ​ ​ (95,825) ​ ​ 8,244 ​ ​ 4,006 Adjusted FFO available to common stockholders and unit holders ​ $ 473,133 ​ $ 363,501 ​ $ 52,030 (1) In September 2023, we determined to pivot from television network ownership in favor of a distribution approach.
As a result, we incurred a loss related to Circle of approximately $10.5 million in 2023. ​ The following is a reconciliation of our consolidated GAAP net income to FFO and Adjusted FFO for the years ended December 31, 2024, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 Net income ​ $ 280,190 ​ $ 341,800 ​ $ 134,948 Noncontrolling interest in consolidated joint venture ​ ​ (6,760) ​ ​ (28,465) ​ ​ (5,032) Net income available to common stockholders and unit holders ​ ​ 273,430 ​ ​ 313,335 ​ ​ 129,916 Depreciation and amortization ​ ​ 235,437 ​ ​ 211,064 ​ ​ 208,494 Adjustments for noncontrolling interest ​ ​ (8,856) ​ ​ (7,083) ​ ​ (3,346) Pro rata adjustments from joint ventures ​ ​ 5 ​ ​ 73 ​ ​ 92 FFO available to common stockholders and unit holders ​ ​ 500,016 ​ ​ 517,389 ​ ​ 335,156 Right-of-use asset amortization ​ ​ 189 ​ ​ 163 ​ ​ 122 Non-cash lease expense ​ ​ 3,501 ​ ​ 5,710 ​ ​ 4,831 Pension settlement charge ​ ​ 858 ​ ​ 1,313 ​ ​ 1,894 Pro rata adjustments from joint ventures (1) ​ ​ (272) ​ ​ 10,508 ​ ​ — (Gain) loss on other assets ​ ​ (270) ​ ​ — ​ ​ 469 Amortization of deferred financing costs ​ ​ 10,655 ​ ​ 10,663 ​ ​ 9,829 Amortization of debt discounts and premiums ​ ​ 2,397 ​ ​ 2,325 ​ ​ 989 Loss on extinguishment of debt ​ ​ 2,479 ​ ​ 2,252 ​ ​ 1,547 Adjustments for noncontrolling interest ​ ​ (3,137) ​ ​ 18,635 ​ ​ (928) Transaction costs of acquisitions ​ ​ 1,209 ​ ​ — ​ ​ 1,348 Deferred tax provision (benefit) ​ ​ 10,196 ​ ​ (95,825) ​ ​ 8,244 Adjusted FFO available to common stockholders and unit holders ​ $ 527,821 ​ $ 473,133 ​ $ 363,501 (1) In 2023, we and our joint venture partner agreed to wind down the Circle joint venture, with operations ceasing December 31, 2023.
We also use these non-GAAP financial measures as measures in determining our results after considering the impact of our capital structure. ​ We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDA re , Adjusted EBITDA re , Excluding Noncontrolling Interest, FFO available to common stockholders and unit holders, and Adjusted FFO available to common stockholders and unit holders may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner.
We also use these non-GAAP financial measures as measures in determining our results after considering the impact of our capital structure. ​ We caution investors that non-GAAP financial measures we present may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner.
Term Loan B. The Term Loan B has a maturity date of May 18, 2030. The applicable interest rate margins for borrowings under the Term Loan B are, at our option, either (i) Term SOFR plus 2.75%, (ii) Daily Simple SOFR plus 2.75% or (iii) a base rate as set in the Credit Agreement plus 1.75%.
Prior to the effectiveness of the First Incremental Agreement and the Second Incremental Agreement (as hereinafter defined), the applicable interest rate margins for borrowings under the Term Loan B were, at our option, either (i) Term SOFR plus 2.75%, (ii) Daily Simple SOFR plus 2.75% or (iii) a base rate as set in the Credit Agreement plus 1.75%.
The results of Gaylord Texan for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % Change 2022 % Change 2021 Revenues: ​ ​ ​ ​ Rooms ​ $ 121,178 11.2 % $ 109,017 51.7 % $ 71,854 ​ Food and beverage ​ 171,932 23.9 % 138,750 97.0 % 70,429 ​ Other hotel revenue ​ 65,289 9.6 % 59,551 57.8 % 37,748 ​ Total revenue ​ 358,399 16.6 % 307,318 70.7 % 180,031 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 26,655 6.5 % 25,034 56.9 % 15,957 ​ Food and beverage ​ 91,686 17.4 % 78,065 68.5 % 46,319 ​ Other hotel expenses ​ 89,341 6.9 % 83,569 36.5 % 61,237 ​ Management fees, net ​ 16,067 84.8 % 8,696 204.3 % 2,858 ​ Depreciation and amortization ​ 22,947 (3.6) % 23,800 (3.7) % 24,712 ​ Total operating expenses ​ 246,696 12.6 % 219,164 45.1 % 151,083 ​ Operating income ​ $ 111,703 ​ 26.7 % $ 88,154 ​ 204.5 % $ 28,948 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ Occupancy ​ 74.9 % 5.9 pts 69.0 % 19.9 pts 49.1 % ADR ​ $ 244.21 2.3 % $ 238.77 8.0 % $ 221.00 ​ RevPAR ​ $ 183.02 11.2 % $ 164.65 51.7 % $ 108.52 ​ Total RevPAR ​ $ 541.30 16.6 % $ 464.15 70.7 % $ 271.91 ​ 50 Table of Contents ​ Gaylord National Results.
The results of Gaylord Texan for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Revenues: ​ ​ ​ ​ Rooms ​ $ 125,205 3.3 % $ 121,178 11.2 % $ 109,017 ​ Food and beverage ​ 169,401 (1.5) % 171,932 23.9 % 138,750 ​ Other hotel revenue ​ 56,545 (13.4) % 65,289 9.6 % 59,551 ​ Total revenue ​ 351,151 (2.0) % 358,399 16.6 % 307,318 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 26,473 (0.7) % 26,655 6.5 % 25,034 ​ Food and beverage ​ 89,248 (2.7) % 91,686 17.4 % 78,065 ​ Other hotel expenses ​ 91,015 1.9 % 89,341 6.9 % 83,569 ​ Management fees, net ​ 14,810 (7.8) % 16,067 84.8 % 8,696 ​ Depreciation and amortization ​ 23,189 1.1 % 22,947 (3.6) % 23,800 ​ Total operating expenses ​ 244,735 (0.8) % 246,696 12.6 % 219,164 ​ Operating income ​ $ 106,416 ​ (4.7) % $ 111,703 ​ 26.7 % $ 88,154 ​ Performance metrics: ​ ​ ​ ​ ​ ​ ​ Occupancy ​ 74.6 % (0.3) pts 74.9 % 5.9 pts 69.0 % ADR ​ $ 252.65 3.5 % $ 244.21 2.3 % $ 238.77 ​ RevPAR ​ $ 188.58 3.0 % $ 183.02 11.2 % $ 164.65 ​ Total RevPAR ​ $ 528.90 (2.3) % $ 541.30 16.6 % $ 464.15 ​ ​ Gaylord National Results.
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 98 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; two Nashville-based assets – the Wildhorse Saloon and the General Jackson Showboat; and as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”).
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 99 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; Category 10, a Luke Combs-themed bar, music venue and event space that opened in November 2024; as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company.
The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, and intangible assets, that are assumed as part of the transaction, as well as any noncontrolling interests.
We may engage third parties to provide valuation services to assist in the fair value determinations of the long-lived assets acquired and the liabilities assumed. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, and intangible assets, that are assumed as part of the transaction, as well as any noncontrolling interests.
The material financial covenants, ratios or tests contained in the Credit Agreement are as follows: ● We must maintain a consolidated net leverage ratio of not greater than 6.50x. ● We must maintain a consolidated fixed charge coverage ratio of not less than 1.50x. ● Our secured indebtedness must not exceed 30% of consolidated total asset value. ● Our secured recourse indebtedness must not exceed 10% of consolidated total asset value. ● Unencumbered leverage ratio must not exceed 55% (with the ability to surge to 60% in connection with a material acquisition). ● Unencumbered adjusted NOI to unsecured interest expense ratio must not exceed 2.0x.
The material financial covenants, ratios or tests contained in the Credit Agreement are as follows: ● We must maintain a consolidated net leverage ratio of not greater than 6.50x. ● We must maintain a consolidated fixed charge coverage ratio of not less than 1.50x. ● Our secured indebtedness must not exceed 30% of consolidated total asset value. ● Our secured recourse indebtedness must not exceed 10% of consolidated total asset value. ● Unencumbered leverage ratio must not exceed 55% (with the ability to surge to 60% in connection with a material acquisition). ● Unencumbered adjusted NOI to unsecured interest expense ratio of not less than 2.0x. 58 Table of Contents If an event of default shall occur and be continuing under the Credit Agreement, the commitments under the Credit Agreement may be terminated and the principal amount outstanding under the Credit Agreement, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties.
The non-GAAP financial measures we present should not be considered as alternative measures of our net income, operating performance, cash flow or liquidity. These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties.
We also own a controlling 70% equity interest in a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which we report as our Entertainment segment.
Our goal is to be the nation’s premier hospitality REIT for group-oriented, destination hotel assets in urban and resort markets. We also own a controlling 70% equity interest in a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which we report as our Entertainment segment.
The results of Gaylord Palms for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % Change 2022 % Change 2021 Revenues: ​ ​ ​ ​ Rooms ​ $ 113,235 9.2 % $ 103,715 80.3 % $ 57,510 ​ Food and beverage ​ 145,919 19.1 % 122,515 132.1 % 52,782 ​ Other hotel revenue ​ 50,462 (5.4) % 53,348 85.0 % 28,838 ​ Total revenue ​ 309,616 10.7 % 279,578 100.9 % 139,130 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 25,080 12.2 % 22,357 77.3 % 12,608 ​ Food and beverage ​ 79,504 16.0 % 68,564 100.7 % 34,158 ​ Other hotel expenses ​ 99,179 5.4 % 94,078 45.3 % 64,766 ​ Management fees, net ​ 11,814 45.7 % 8,111 266.0 % 2,216 ​ Depreciation and amortization ​ 22,640 1.7 % 22,267 5.5 % 21,112 ​ Total operating expenses (1) ​ 238,217 10.6 % 215,377 59.7 % 134,860 ​ Operating income ​ $ 71,399 ​ 11.2 % $ 64,201 ​ 1,403.5 % $ 4,270 ​ Performance metrics: ​ ​ ​ ​ Occupancy ​ 73.7 % 5.3 pts 68.4 % 23.8 pts 44.6 % ADR ​ $ 245.04 1.3 % $ 241.85 9.5 % $ 220.90 ​ RevPAR ​ $ 180.58 9.2 % $ 165.40 68.0 % $ 98.46 ​ Total RevPAR ​ $ 493.75 10.7 % $ 445.85 87.2 % $ 238.19 ​ (1) Gaylord Palms operating expenses do not include preopening costs of $0.7 million in 2021. ​ Gaylord Texan Results.
The results of Gaylord Palms for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Revenues: ​ ​ ​ ​ Rooms ​ $ 101,519 (10.3) % $ 113,235 9.2 % $ 103,715 ​ Food and beverage ​ 150,109 2.9 % 145,919 19.1 % 122,515 ​ Other hotel revenue ​ 50,743 0.6 % 50,462 (5.4) % 53,348 ​ Total revenue ​ 302,371 (2.3) % 309,616 10.7 % 279,578 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 24,877 (0.8) % 25,080 12.2 % 22,357 ​ Food and beverage ​ 81,432 2.4 % 79,504 16.0 % 68,564 ​ Other hotel expenses ​ 97,044 (2.2) % 99,179 5.4 % 94,078 ​ Management fees, net ​ 10,320 (12.6) % 11,814 45.7 % 8,111 ​ Depreciation and amortization ​ 25,470 12.5 % 22,640 1.7 % 22,267 ​ Total operating expenses ​ 239,143 0.4 % 238,217 10.6 % 215,377 ​ Operating income ​ $ 63,228 ​ (11.4) % $ 71,399 ​ 11.2 % $ 64,201 ​ Performance metrics: ​ ​ ​ ​ Occupancy ​ 64.6 % (9.1) pts 73.7 % 5.3 pts 68.4 % ADR ​ $ 249.98 2.0 % $ 245.04 1.3 % $ 241.85 ​ RevPAR ​ $ 161.45 (10.6) % $ 180.58 9.2 % $ 165.40 ​ Total RevPAR ​ $ 480.88 (2.6) % $ 493.75 10.7 % $ 445.85 ​ ​ ​ 48 Table of Contents Gaylord Texan Results.
(5) We calculate Hospitality segment Total RevPAR by dividing the sum of room, food and beverage, and other ancillary services revenue (which equals Hospitality segment revenue) by room nights available to guests for the period. Room nights available to guests include nights the hotels are closed. Hospitality segment Total RevPAR is not comparable to similarly titled measures such as revenues.
(2) We calculate Hospitality segment Total RevPAR by dividing the sum of room, food and beverage, and other ancillary services revenue (which equals Hospitality segment revenue) by room nights available to guests for the period. Room nights available to guests include nights that rooms are out of service.
Entertainment segment operating expenses also increased in 2023, as compared to 2022, due to increased variable expenses associated with higher business levels. ​ 52 Table of Contents Corporate and Other Segment The following presents the financial results of our Corporate and Other segment for the years ended December 31, 2023, 2022 and 2021 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % Change 2022 % Change 2021 Operating expenses ​ $ 42,789 (0.4) % $ 42,982 11.4 % $ 38,597 Depreciation and amortization ​ 867 5.6 % 821 (59.5) % 2,027 Operating loss (1) ​ $ (43,656) 0.3 % $ (43,803) (7.8) % $ (40,624) (1) Corporate segment operating loss for 2022 does not include a loss on sale of assets of $0.5 million. ​ Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension and other administrative costs, decreased slightly in 2023, as compared to 2022.
Corporate and Other Segment The following presents the financial results of our Corporate and Other segment for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Operating expenses ​ $ 41,819 (2.3) % $ 42,789 (0.4) % $ 42,982 (Gain) loss on sale of assets ​ ​ (270) ​ (100.0) % ​ — ​ (100.0) % ​ 469 Depreciation and amortization ​ 918 5.9 % 867 5.6 % 821 Operating loss ​ $ (42,467) 2.7 % $ (43,656) 1.4 % $ (44,272) ​ Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension and other administrative costs, decreased in 2024, as compared to 2023, primarily as a result of a decrease in employment expenses.
The following presents the financial results of our Hospitality segment for the years ended December 31, 2023, 2022 and 2021 (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % Change 2022 % Change 2021 Revenues: ​ ​ ​ ​ Rooms ​ $ 701,138 17.7 % $ 595,544 81.1 % $ 328,874 ​ Food and beverage ​ 831,796 24.7 % 667,009 138.7 % 279,489 ​ Other hotel revenue ​ 300,544 9.1 % 275,421 54.5 % 178,220 ​ Total hospitality revenue ​ 1,833,478 19.2 % 1,537,974 95.5 % 786,583 ​ Hospitality operating expenses: ​ ​ ​ ​ Rooms ​ 173,749 11.5 % 155,817 76.6 % 88,244 ​ Food and beverage ​ 465,963 22.3 % 381,142 99.7 % 190,855 ​ Other hotel expenses ​ 519,328 13.6 % 457,291 39.5 % 327,791 ​ Management fees, net ​ 66,425 53.0 % 43,425 209.5 % 14,031 ​ Depreciation and amortization ​ 186,749 (1.4) % 189,375 (7.0) % 203,675 ​ Total Hospitality operating expenses ​ 1,412,214 15.1 % 1,227,050 48.8 % 824,596 ​ Hospitality operating income (loss) (1)(2) ​ $ 421,264 35.5 % $ 310,924 917.9 % $ (38,013) ​ Hospitality performance metrics (3): ​ ​ ​ ​ Occupancy ​ 71.6 % 5.4 pts 66.2 % 26.7 pts 39.5 % ADR ​ $ 245.74 3.7 % $ 236.86 7.0 % $ 221.33 ​ RevPAR (4) ​ $ 175.96 12.3 % $ 156.71 79.0 % $ 87.53 ​ Total RevPAR (5) ​ $ 460.12 13.7 % $ 404.69 93.3 % $ 209.34 ​ Net Definite Group Room Nights Booked (6) ​ 2,369,060 31.2 % 1,805,598 50.3 % 1,201,268 ​ Same-store Hospitality performance metrics (3)(7): ​ ​ ​ ​ Occupancy ​ 71.9 % 5.7 pts 66.2 % 26.7 pts 39.5 % ADR ​ $ 243.19 2.7 % $ 236.86 7.0 % $ 221.33 ​ RevPAR (4) ​ $ 174.92 11.6 % $ 156.71 79.0 % $ 87.53 ​ Total RevPAR (5) ​ $ 458.02 13.2 % $ 404.69 93.3 % $ 209.34 ​ Net Definite Group Room Nights Booked (6) ​ 2,302,717 27.5 % 1,805,598 50.3 % 1,201,268 ​ (1) Hospitality segment operating loss for 2021 does not include preopening costs of $0.7 million.
The following presents the financial results of our Hospitality segment for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Revenues: ​ ​ ​ ​ Rooms ​ $ 744,587 6.2 % $ 701,138 17.7 % $ 595,544 ​ Food and beverage ​ 940,827 13.1 % 831,796 24.7 % 667,009 ​ Other hotel revenue ​ 311,636 3.7 % 300,544 9.1 % 275,421 ​ Total hospitality revenue ​ 1,997,050 8.9 % 1,833,478 19.2 % 1,537,974 ​ Hospitality operating expenses: ​ ​ ​ ​ Rooms ​ 179,358 3.2 % 173,749 11.5 % 155,817 ​ Food and beverage ​ 516,309 10.8 % 465,963 22.3 % 381,142 ​ Other hotel expenses ​ 555,554 7.0 % 519,328 13.6 % 457,291 ​ Management fees, net ​ 73,531 10.7 % 66,425 53.0 % 43,425 ​ Depreciation and amortization ​ 205,189 9.9 % 186,749 (1.4) % 189,375 ​ Total Hospitality operating expenses ​ 1,529,941 8.3 % 1,412,214 15.1 % 1,227,050 ​ Hospitality operating income ​ $ 467,109 10.9 % $ 421,264 35.5 % $ 310,924 ​ Hospitality performance metrics: ​ ​ ​ ​ Occupancy ​ 69.1 % (2.5) pts 71.6 % 5.4 pts 66.2 % ADR ​ $ 257.81 4.9 % $ 245.74 3.7 % $ 236.86 ​ RevPAR (1) ​ $ 178.24 1.3 % $ 175.96 12.3 % $ 156.71 ​ Total RevPAR (2) ​ $ 478.05 3.9 % $ 460.12 13.7 % $ 404.69 ​ Net Definite Group Room Nights Booked ​ 2,469,881 4.3 % 2,369,060 31.2 % 1,805,598 ​ Same-store Hospitality performance metrics (3): ​ ​ ​ ​ Occupancy ​ 69.1 % (2.8) pts 71.9 % 5.7 pts 66.2 % ADR ​ $ 252.08 3.7 % $ 243.19 2.7 % $ 236.86 ​ RevPAR (1) ​ $ 174.26 (0.4) % $ 174.92 11.6 % $ 156.71 ​ Total RevPAR (2) ​ $ 466.18 1.8 % $ 458.02 13.2 % $ 404.69 ​ Net Definite Group Room Nights Booked ​ 2,292,558 (0.4) % 2,302,717 27.5 % 1,805,598 ​ (1) We calculate Hospitality segment RevPAR by dividing rooms revenue by room nights available to guests for the period.
Summary Financial Results The following table summarizes our financial results for the years ended December 31, 2023, 2022 and 2021 (in thousands, except percentages and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % Change 2022 % Change 2021 Total revenues ​ $ 2,158,136 19.5 % $ 1,805,969 92.3 % $ 939,373 Total operating expenses ​ 1,704,452 15.3 % 1,478,819 48.2 % 998,048 Operating income (loss) ​ 453,684 38.7 % 327,150 657.6 % (58,675) Net income (loss) ​ 341,800 153.3 % 134,948 169.3 % (194,801) Net income (loss) available to common stockholders ​ ​ 311,217 ​ 141.3 % 128,993 172.9 % (176,966) Net income (loss) available to common stockholders per share - diluted ​ 5.36 130.0 % 2.33 172.6 % (3.21) ​ 2023 Results as Compared to 2022 Results The increase in our total revenues during 2023, as compared to 2022, is attributable to increases in our Hospitality segment and Entertainment segment revenues of $295.5 million and $56.7 million, respectively, as presented in the tables below.
We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy. 43 Table of Contents Summary Financial Results The following table summarizes our financial results for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % Change 2023 % Change 2022 Total revenues ​ $ 2,339,226 8.4 % $ 2,158,136 19.5 % $ 1,805,969 Total operating expenses ​ 1,848,392 8.4 % 1,704,452 15.3 % 1,478,819 Operating income ​ 490,834 8.2 % 453,684 38.7 % 327,150 Net income ​ 280,190 (18.0) % 341,800 153.3 % 134,948 Net income available to common stockholders ​ ​ 271,638 ​ (12.7) % 311,217 141.3 % 128,993 Net income available to common stockholders per share - diluted ​ 4.38 (18.3) % 5.36 130.0 % 2.33 ​ 2024 Results as Compared to 2023 Results The increase in our total revenues during 2024, as compared to 2023, is attributable to increases in Hospitality segment and Entertainment segment revenues of $163.6 million and $17.5 million, respectively, as presented in the tables below.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−2 removed3 unchanged
Biggest changeRisk Related to Changes in Interest Rates At December 31, 2023, borrowings outstanding under the Term Loan B bore interest at an annual rate of SOFR plus 2.75%. If SOFR were to increase by 100 basis points, our annual interest cost on the $496.3 million in borrowings outstanding at December 31, 2023 would increase by approximately $5.0 million.
Biggest changeIf SOFR were to increase by 100 basis points, our annual interest cost on the $292.8 million in borrowings outstanding at December 31, 2024 would increase by approximately $2.9 million. At December 31, 2024, borrowings outstanding under the OEG Term Loan bore interest at an annual rate of SOFR plus 3.5%.
Summary Based upon our overall market risk exposures at December 31, 2023, we believe that the effects of changes in interest rates related to our borrowings and asset values of investments that fund our pension plan could be material to our consolidated financial position, results of operations or cash flows.
Summary Based upon our overall market risk exposures at December 31, 2024, we believe that the effects of changes in interest rates related to our borrowings and asset values of investments that fund our pension plan could be material to our consolidated financial position, results of operations or cash flows.
We do not have significant exposure to changing interest rates on invested cash at December 31, 2023. As a result, the interest rate market risk implicit in these investments at December 31, 2023, if any, is low.
We do not have significant exposure to changing interest rates on invested cash at December 31, 2024. As a result, the interest rate market risk implicit in these investments at December 31, 2024, if any, is low.
If Adjusted Term SOFR were to increase by 100 basis points, our annual interest cost on the $196.3 million in borrowings outstanding under the OEG Term Loan that are not hedged at December 31, 2023 would increase by approximately $2.0 million. Certain of our outstanding cash balances are occasionally invested overnight with high credit quality financial institutions.
If Adjusted Term SOFR were to increase by 100 basis points, our annual interest cost on the $199.3 million in borrowings outstanding under the OEG Term Loan that are not hedged at December 31, 2024 would increase by approximately $2.0 million. Certain of our outstanding cash balances are occasionally invested overnight with high credit quality financial institutions.
At December 31, 2023, borrowings outstanding under the OEG Term Loan bore interest at an annual rate of SOFR plus 5.00%. We have hedged our interest rate exposure on $100.0 million of borrowings under the OEG Term Loan with an interest rate swap that fixes the SOFR portion of interest payments through December 2025.
We have hedged our interest rate exposure on $100.0 million of borrowings under the OEG Term Loan with an interest rate swap that fixes the SOFR portion of interest payments through December 2025.
At December 31, 2023, the value of the investments in the pension fund was $52.6 million, 67 Table of Contents and an immediate ten percent decrease in the value of the investments in the fund would have reduced the value of the fund by approximately $5.3 million.
At December 31, 2024, the value of the investments in the pension fund was $51.0 million, and an immediate ten percent decrease in the value of the investments in the fund would have reduced the value of the fund by approximately $5.1 million.
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 1A, “Risk Factors,” in this Annual Report on Form 10-K for more discussion on how interest rate increases affect our operations and financial condition.
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 1A, “Risk Factors,” in this Annual Report on Form 10-K for more discussion on how interest rate increases affect our operations and financial condition. 66 Table of Contents Risk Related to Changes in Interest Rates At December 31, 2024, borrowings outstanding under the Term Loan B bore interest at an annual rate of SOFR plus 2.0%.
Removed
At December 31, 2023, borrowings outstanding under the Gaylord Rockies Loan bore interest at an annual rate of SOFR plus 2.50%. We have hedged our interest rate exposure with an interest rate swap that fixes the SOFR portion of interest payments through July 2024.
Removed
If we do not enter into an additional interest rate swap, and we extend the maturity date of the Gaylord Rockies Loan beyond July 2024, we will be subject to interest rate risk under the Gaylord Rockies Loan from July 2024 through the extended maturity date.

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