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What changed in Ryman Hospitality Properties, Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Ryman Hospitality Properties, Inc.'s 2022 and 2023 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 2023 report.

+361 added−394 removedSource: 10-K (2024-02-23) vs 10-K (2023-02-24)

Top changes in Ryman Hospitality Properties, Inc.'s 2023 10-K

361 paragraphs added · 394 removed · 279 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

70 edited+10 added−14 removed104 unchanged
Biggest changeBased on our information, publicly available information, and information and data obtained from Smith Travel Research, the top 10 hotels within the United States with the highest square footage of self-contained exhibit and meeting space as of January 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Exhibit and ​ ​ ​ ​ ​ ​ Meeting Space Facility (1) ​ Location ​ Hotel Rooms ​ (sq. ft.) The Venetian Resort & Casino Las Vegas, NV 4,028 2,250,000 Mandalay Bay Resort & Casino Las Vegas, NV 3,209 2,100,000 Gaylord Opryland Resort & Convention Center Nashville, TN 2,888 640,000 MGM Grand Las Vegas Las Vegas, NV 5,044 602,000 Gaylord National Resort & Convention Center National Harbor, MD 1,996 500,000 Gaylord Palms Resort & Convention Center Kissimmee, FL 1,718 496,000 Gaylord Texan Resort & Convention Center Grapevine, TX 1,814 488,000 Marriott Orlando World Center Resort Orlando, FL 2,009 450,000 Rosen Shingle Creek Resort Orlando, FL 1,501 410,000 Gaylord Rockies Resort & Convention Center ​ Aurora, CO ​ 1,501 ​ 409,000 (1) Bolded facilities are owned by the Company. ​ Gaylord Opryland Resort and Convention Center — Nashville, Tennessee.
Biggest changeBased 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.
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 and Convention Center — National Harbor, Maryland.
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.
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 and Convention Center — Aurora, Colorado. Gaylord Rockies is situated on approximately 85 acres and is located approximately 10 minutes from Denver International Airport.
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.
Offerings include health plan and retirement options for part- and full-time employees, a competitive 401(k) plan with employer match, employee assistance programs offering counseling services, and financial literacy courses. 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 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.
Financial information by business segment and for each of our Gaylord Hotels properties as of December 31, 2022 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, 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.
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 97 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 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”).
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.
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.
Gaylord Palms has 1,718 signature guest rooms, five ballrooms with approximately 115,000 square feet, 111 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 496,000 square feet. The resort is situated on a 65-acre site in Osceola County, Florida, which we have leased pursuant to a 75-year ground lease with a 24-year renewal option.
Gaylord Palms has 1,718 signature guest rooms, five ballrooms with approximately 115,000 square feet, 111 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 467,000 square feet. The resort is situated on a 65-acre site in Osceola County, Florida, which we have leased pursuant to a 75-year ground lease with a 24-year renewal option.
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 500,000 square feet.
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.
Our Performance Management tool allows employees to comment on their progress towards 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. ● 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).
Marriott manages the day-to-day operations of Gaylord Rockies pursuant to a management agreement that requires us to pay Marriott a base management fee of approximately 3% of gross revenues of Gaylord Rockies for each fiscal year or portion thereof. This management agreement expires in 2049, with two automatic 20-year renewal periods (provided the hotel has met certain performance thresholds).
Marriott manages the day-to-day operations of Gaylord Rockies pursuant to a management agreement that requires us to pay Marriott a base management fee of approximately 3% of gross revenues of Gaylord Rockies for each fiscal year or portion thereof. This management agreement expires in 2053, with two automatic 20-year renewal periods (provided the hotel has met certain performance thresholds).
Our hotels also compete against large municipal convention centers, including those in Orlando, Chicago, Atlanta, Dallas, Nashville, Washington, D.C. and Denver. 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, 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 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 2023.
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 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.
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.
We also consider assets that possess significant meeting space or present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We are consistently considering acquisitions that would expand the geographic diversity of our existing asset portfolio. ● Continued Investment in Our Existing Properties.
We also consider assets that possess significant meeting space or present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We are consistently considering acquisitions that would expand the geographic diversity of our existing asset portfolio.
Gaylord Opryland was named a 2021 STELLA Award Gold Winner for best sustainability initiative by Northstar Meetings Group, a 2022 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 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.
We opened the indoor sections of SoundWaves, a $90 million luxury indoor/outdoor waterpark 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 and Convention Center — Kissimmee, Florida.
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.
Additionally, this management agreement requires us to pay to Marriott an incentive fee of 20% of the excess of available cash flow (as defined in the management agreement) over a certain threshold. Certain Nashville Attractions. Marriott manages the General Jackson, the Wildhorse Saloon, and Gaylord Springs pursuant to management agreements.
Additionally, this management agreement requires us to pay to Marriott an incentive fee of 20% of the excess of available cash flow (as defined in the management agreement) over a certain threshold. Certain Nashville Attractions. Marriott manages the General Jackson and Gaylord Springs pursuant to management agreements.
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.
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.
Marriott is responsible for the day-to-day management of our Gaylord Hotels properties, the Inn at Opryland, and the AC Hotel. We believe that our Gaylord Hotels properties have benefitted and will continue to benefit from Marriott’s expansive sales force and popular frequent traveler program, as well as its ability to manage group business.
Marriott is responsible for the day-to-day management of our Gaylord Hotels properties, the JW Marriott Hill Country, the Inn at Opryland, and the AC Hotel. We believe that our Gaylord Hotels properties have benefitted and will continue to benefit from Marriott’s expansive sales force and popular frequent traveler program, as well as its ability to manage group business.
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. 7 Table of Contents Gaylord Texan Resort and Convention Center — Grapevine, Texas.
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.
In 2019, we completed construction of an 8 Table of Contents 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.
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.
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, 2022.
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.
Additionally, various federal and state laws, payment card industry security standards, and other information privacy and security standards are applicable to our current hotel properties. The hotels are also subject to the requirements of the Americans with Disabilities Act and similar state laws, as well as regulations pursuant thereto.
Additionally, various federal and state laws, payment card industry security standards, and other information privacy and security standards are applicable to our hotel business. The hotels are also subject to the requirements of the Americans with Disabilities Act and similar state laws, as well as regulations pursuant thereto.
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. 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 web site address is www.rymanhp.com.
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.
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.
We seek to execute any future changes to our portfolio, including with respect to new development, major renovation and on-going operations, in a socially and environmentally responsible manner. Our asset management team works directly with Marriott for the Marriott-managed properties to develop a short-term and long-term ESG and DEI strategy.
We seek to execute any future changes to our portfolio, including with respect to new development, major renovation and ongoing operations, in a socially and environmentally responsible manner. Our asset management team works directly with Marriott for the Marriott-managed properties to develop a short-term and long-term ESG strategy.
The Grand Ole Opry, which celebrated its 97 th anniversary in 2022, 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 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.
Further, employees can also participate in our newly instituted Business 11 Table of Contents 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 differences between male and female or minority and non-minority employees. ● Succession Planning and Performance Management : Our employees receive annual performance reviews.
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.
Through our Company-created Ryman Hospitality University, we have a physical training space and online learning portal open to all employees. Courses offered include mandatory annual workplace harassment and safety training for all levels, leadership development programs for various levels of leaders, and numerous professional skills and personal development courses for all employees.
Through Ryman Hospitality University, we have a physical training space and an online learning portal open to all employees. Courses offered include mandatory annual workplace harassment and safety training for all levels, leadership development programs for various levels of leaders, and numerous professional skills and personal development courses for all employees.
Each of these management agreements requires us to pay Marriott a base management fee of approximately 2% of gross 13 Table of Contents revenues from the applicable property for each fiscal year or portion thereof.
Each of these management agreements requires us to pay Marriott a base management fee of approximately 2% of gross revenues from the applicable property for each fiscal year or portion thereof.
We have also invested in a new mobile app that allows our venue employees easier access to quick updates and the ability to interact with one another in a centralized location. In addition to our current peer-to-peer recognition program that is celebrated quarterly, we introduced a new tier of employee appreciation which includes the Chairman’s Award and Leadership Excellence Award.
We have also invested in a mobile app that allows our venue employees easier access to quick updates and the ability to interact with one another in a centralized location. In addition to our current peer-to-peer recognition program that is celebrated quarterly, we offer employee appreciation which includes the Chairman’s Award and Leadership Excellence Award.
Information About Our Executive Officers The following table sets forth certain information regarding the executive officers of the Company at January 1, 2023.
Information About Our Executive Officers The following table sets forth certain information regarding the executive officers of the Company at January 1, 2024.
Lynn ​ 49 ​ Executive Vice President, General Counsel and Secretary Jennifer Hutcheson ​ 44 ​ 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 ​ 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.
Pursuant to management agreements with Marriott, we do not control many of these activities with respect to the W Austin, the General Jackson and the Wildhorse Saloon, 15 Table of Contents and we rely on Marriott to comply with all such federal, state and local governmental laws and regulations with respect to such businesses.
Pursuant to management agreements with Marriott, we do not control many of these activities with respect to the W Austin and the General Jackson, and we rely on Marriott to comply with all such federal, state and local governmental laws and regulations with respect to such businesses.
Additionally, this management agreement requires us to pay Marriott an incentive fee of 20% of available cash flow (as defined in the management agreement). The owner’s priority is $81.4 million, plus certain additional amounts, including 10.75% of certain non-routine capital expenditures. Inn at Opryland.
Additionally, this management agreement requires us to pay Marriott an incentive fee of 20% of available cash flow (as defined in the management agreement). The owner’s priority is $81.4 million, plus certain additional amounts, including 10.75% of certain non-routine capital expenditures. JW Marriott Hill Country .
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 6 Table of Contents country. Our Gaylord Hotels properties are routinely recognized by many industry and commercial publications, including being named a 2021 STELLA Award Finalist 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 STELLA Award Gold Winner for best hotel chain by Northstar Meetings Group.
We have also introduced the “Perspectives” learning series, which is an opportunity for employees across the organization 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 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.
In July 2022, we published our Sustainability Report, which highlights the environmental and social performance of the Company and includes ongoing initiatives and historical performance in accordance 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.
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.
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. Inn at Opryland.
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.
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 and support areas of the communities that we serve.
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.
Prior to its sale in June 2007, Mr. Chaffin served as the head of finance for ResortQuest International, formerly a division of Gaylord Entertainment. Prior to joining Gaylord 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 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.
Our Workforce As of December 31, 2022, we employed 1,269 people, including 689 full-time and 580 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, 2022.
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.
Total Marriott base management fees incurred for our applicable assets during 2022, 2021 and 2020 were $35.1 million, $17.6 million and $10.3 million, respectively. Total incentive fees incurred during 2022, 2021 and 2020 were $13.5 million, $0.3 million, and $0, respectively.
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.
Our operations are organized into three principal business segments: (i) Hospitality, which includes our Gaylord Hotels properties, the Inn at Opryland and the AC Hotel; (ii) Entertainment, which includes the entertainment and media assets comprising OEG; and (iii) Corporate and Other, which includes corporate expenses.
Our operations are organized into three principal business segments: (i) Hospitality, which includes our Gaylord Hotels properties, JW Marriott Hill Country (effective June 30, 2023), the Inn at Opryland and the AC Hotel; (ii) Entertainment, which includes the entertainment and media assets comprising OEG; and (iii) Corporate and Other, which includes corporate expenses.
Hotel guests also have golf privileges at Celebration Golf Club, located approximately two miles from the property.
Hotel guests also have golf privileges at Celebration Golf Club, located approximately two miles from the 7 Table of Contents property.
From April 2018 to May 2019, he was 16 Table of Contents 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.
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.
This work requires a strong, people-centric culture that celebrates diversity, provides opportunities for growth and improves the communities we serve. 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 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.
Reed ​ 75 ​ Executive Chairman of the Board of Directors Mark Fioravanti ​ 61 ​ Director, President and Chief Executive Officer Patrick Chaffin ​ 49 ​ Executive Vice President and Chief Operating Officer - Hotels Scott J.
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.
We have made firm commitments to strengthen the local 12 Table of Contents communities in which we operate. The RHP Foundation was established in 2005 to formalize our charitable commitments and to help elevate our impact on local communities.
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.
The Inn at Opryland is located across the street from Gaylord Opryland. 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.
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.
We continue to focus on engaging our existing workforce through policies and programs promoting workplace diversity and inclusion, and we have also implemented a new online learning program that promotes the importance of this work within our organization.
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.
Full-time, exempt and non-exempt employees in professional and support roles set annual SMART goals and are evaluated on these goals and core competencies. We also conduct quarterly 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 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.
The management agreements for the General Jackson and the Wildhorse Saloon expire during 2023, and the General Jackson 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 2025. W Austin.
Philosophy and Culture Our people-first philosophy centers around creating a workplace culture where all employees feel respected, valued and inspired. We prioritize communication to ensure our employees feel connected to our company’s goals and engaged in the communities we serve.
We receive periodic updates from Marriott concerning Marriott’s policies, and we believe they reflect our people-first approach. Philosophy and Culture Our people-first philosophy centers around creating a workplace culture where all employees feel respected, valued and inspired. We prioritize communication to ensure our employees feel connected to our company’s goals and engaged in the communities we serve.
The Block 21 complex also includes the 251-room W Austin, which Marriott manages, the 3TEN at ACL Live club and approximately 53,000 square feet of other Class A commercial space. Ole Red. In May 2018, we opened our flagship Ole Red location, a multi-level entertainment venue in downtown Nashville.
The Block 21 complex also includes the 251-room W Austin, which Marriott manages, the 3TEN at ACL Live club and approximately 53,000 square feet of other Class A commercial space. Ole Red.
Our other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National.
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”).
Additionally, part- and full-time employees are also eligible for annual performance-based financial bonuses. Environmental, Social and Governance (“ESG”) We have made ESG and diversity, equity and inclusion (“DEI”) a priority throughout our organization and the communities in which we operate. As our portfolio evolves over time, sustainability will continue to increase in significance as we adapt and develop existing assets.
Environmental, Social and Governance (“ESG”) We have made ESG a priority throughout our organization and the communities in which we operate. As our portfolio evolves over time, sustainability will continue to increase in significance as we adapt and develop existing assets.
We own additional Ole Red locations in Gatlinburg, Tennessee; Orlando, Florida; Tishomingo, Oklahoma; and at the Nashville International Airport, and have announced a new location in Las Vegas, Nevada (scheduled to open in 2023). Each of these restaurant, bar and live music venues showcase curated country music talent alongside concert-quality production and sound capabilities. WSM-AM. WSM-AM commenced broadcasting in 1925.
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.
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 9 Table of Contents retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses.
The 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.
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.
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.
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, we have invested in six Ole Red locations, as well as in Circle, and purchased Block 21.
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 continuously evaluate and invest in our current portfolio and consider enhancements or expansions as part of our long-term strategic plan. 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.
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.
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 be able to help us expand the distribution of our OEG brands. ● Short-Term Capital Allocation .
(“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.
Finalists for both awards are selected by our Chairman and are recognized at a reception on the stage of the Grand Ole Opry. ● Total Wellbeing/Total Rewards : We offer a competitive pay and benefits package that includes opportunities for our employees to protect their physical, mental and financial health.
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.
We reinstated our cash dividend in September 2022, and our interim dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually, subject to our board of directors’ future determinations as to the amount of any distributions and the timing thereof.
Our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually, subject to our board of directors’ future determinations as to the amount of any distributions and the timing thereof. ​ 6 Table of Contents Description of our Hotel Portfolio Our Gaylord Hotels properties incorporate meeting, convention and exhibition space with a large hotel property so the attendees never have to leave the location during their meetings.
Our commitment to an inclusive work environment is a top priority as we continue the work of our diversity council, as well as our enhanced recruiting practices to attract, retain and develop diverse talent. Additionally, our Total Wellbeing benefits philosophy includes resources to help employees live happier, healthier lives, while rewarding performance and encouraging retention.
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 Hotels and Managed Attractions While our hotel operator, Marriott, is responsible for hiring and managing the workforce at our Gaylord Hotels properties, as well as the Inn at Opryland, the AC Hotel, Gaylord Springs, the General Jackson, the Wildhorse Saloon and the W Austin, we receive periodic updates from Marriott concerning Marriott’s policies, and we believe they reflect our people-first approach.
We do not have any employees in our direct employment represented by collective bargaining agreements. Our Hotels and Managed Attractions Our hotel operator, Marriott, is responsible for hiring and managing the workforce at our Gaylord Hotels properties, as well as JW Marriott Hill Country, the Inn at Opryland, the AC Hotel, Gaylord Springs, the General Jackson and the W Austin.
Programs in place to reinforce our people-centric culture include, among others: ● Diversity & Inclusion : We are committed to building a more diversified workforce through enhanced recruitment initiatives to attract, employ and develop diverse candidates. This builds on existing relationships with local, diverse community groups and universities, along with enhancing recruiting protocols to identify candidates for management positions.
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.
Since 1994, we have owned the Wildhorse Saloon, a country music performance venue on historic Second Avenue in downtown Nashville. The three-story facility includes a dance floor of approximately 2,000 square feet, as well as a restaurant and banquet facility that can accommodate up to 2,000 guests. Marriott manages the day-to-day operations of the Wildhorse Saloon. Circle .
Since 1994, we have owned the Wildhorse Saloon, a country music performance venue on historic Second Avenue in downtown Nashville.
Removed
Prior to June 16, 2022, we owned 100% of OEG. We also own a 50% interest in a joint venture that creates and distributes a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”).
Added
Prior to June 16, 2022, we owned 100% of OEG.
Removed
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. Due to the COVID-19 pandemic, we previously suspended our regular quarterly dividend payments.
Added
To this end, we purchased JW Marriott Hill Country in June 2023. ● Continued Investment in Our Existing Properties. We continuously evaluate and invest in our current portfolio and consider enhancements or expansions as part of our long-term strategic plan.
Removed
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Description of our Hotel Portfolio Our Gaylord Hotels properties incorporate meeting, convention and exhibition space with a large hotel property so the attendees never have to leave the location during their meetings.
Added
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.
Removed
In 2019, we acquired a 50% equity interest in Circle, a media network dedicated to the country lifestyle consumer. Circle offers entertainment news, documentaries, movies, and archival, new and licensed programming, as well as Grand Ole Opry performances.
Added
JW Marriott San Antonio Hill Country Resort & Spa — San Antonio, Texas. We purchased JW Marriott Hill Country June 30, 2023. The property is situated on approximately 600 acres in the Texan Hill Country region outside of San Antonio. The hotel features 1,002 guest rooms and indoor and outdoor meeting and event space of approximately 268,000 square feet.
Removed
We have made $31.0 million in capital contributions through December 31, 2022, and intend to contribute up to an additional $12.2 million through December 31, 2023 for working capital needs. Circle launched its broadcast network on January 1, 2020, with sixteen original shows and two major distribution partnerships.
Added
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

76 edited+21 added−16 removed195 unchanged
Biggest changeAn inability to realize the full extent of the anticipated long-term economic benefits of the OEG Transaction or the Block 21 Acquisition (each as defined and as described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Result of Operations,” could have an adverse effect on our business, financial condition, results of operations and our public reputation. 27 Table of Contents We conduct the operations of our Entertainment segment through OEG and our ownership is subject to the terms of agreements with A-OEG Holdings, LLC, an affiliate of Atairos.
Biggest changeWe conduct the operations of our Entertainment segment through OEG and our ownership is subject to the terms of agreements with A-OEG Holdings, LLC, an affiliate of Atairos. Any disagreement with Atairos or its affiliate may adversely affect our interest in OEG.
Despite implementation of various measures designed to protect our information systems and records, including those we maintain with our service providers, we, the hotel managers and/or our third-party service providers may be subject to security breaches, system failures, viruses, operator error, employee misuse, unauthorized or inadvertent releases of data.
Despite implementation of various measures designed to protect our information systems and records, including those we maintain with our service providers, we, the hotel managers and/or our third-party service providers may be subject to security breaches, system failures, viruses, operator error, employee misuse, and unauthorized or inadvertent releases of data.
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, result in a loss of valuable data, or a loss 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 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 ability to make payments on, or repay or refinance, our debt, including our obligations under our senior notes and any future debt we may incur, and to fund planned capital expenditures will depend largely upon our future operating performance and our ability to generate cash from operations.
Our ability to make payments on, repay or refinance our debt, including our obligations under our senior notes and any future debt we may incur, and to fund planned capital expenditures will depend largely upon our future operating performance and our ability to generate cash from operations.
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; 37 Table of Contents ● 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.
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.
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; ● 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 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.
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, 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 TRSs, and such TRS lessees have engaged Marriott as a third-party hotel manager pursuant to hotel management agreements.
Our board of directors has approved an interim dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof.
Our board of directors has approved an dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof.
In addition, although we have 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.
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.
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.
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.
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 and Circle. The Block 21 loan is secured by all of the assets of Block 21.
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.
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; 35 Table of Contents ● 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; ● 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.
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; ● 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; ● 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.
Furthermore, acquisition opportunities may be adversely affected if we need or require the target company to comply with some REIT requirements prior to closing. In addition, as a REIT, we may face investor pressures to forego growth opportunities that are not immediately accretive. We hold our non-qualifying REIT assets in one or more TRSs.
Furthermore, acquisition opportunities may be adversely affected if we need or require the target company to comply with certain REIT requirements prior to closing. In addition, as a REIT, we may face investor pressures to forego growth opportunities that are not immediately accretive. We hold our non-qualifying REIT assets in one or more TRSs.
Finally, each property with respect to which our TRS lessees pay rent must be a “qualified lodging facility.” A “qualified lodging facility” is a hotel, motel or other establishment more than one-half of the dwelling units in which are used on a transient basis, including customary amenities and facilities, provided that no wagering activities are conducted at or in 31 Table of Contents connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility.
Finally, each property with respect to which our TRS lessees pay rent must be a “qualified lodging facility.” A “qualified lodging facility” is a hotel, motel or other establishment more than one-half of the dwelling units in which are used on a transient basis, including customary amenities and facilities, provided that no wagering activities are conducted at or in connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility.
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.
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.
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.
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.
Due to the geographic concentration of our current hotel properties, we are subject to a greater degree of risk to factors including: ● local economic and competitive conditions; 20 Table of Contents ● natural and other disasters; ● a decline in air passenger travel due to higher ticket costs or fears concerning air travel; ● a decline in the attractiveness of the areas in which our hotels are located as a convention and tourism destination; and ● a decrease in convention and meeting business at any of our properties.
Due to the geographic concentration of our current hotel properties, we are subject to a greater degree of risk to factors including: ● local economic and competitive conditions; ● natural and other disasters; ● a decline in air passenger travel due to higher ticket costs or fears concerning air travel; ● a decline in the attractiveness of the areas in which our hotels are located as a convention and tourism destination; and ● a decrease in convention and meeting business at any of our properties.
Third-party infringement of the Gaylord Hotels marks now owned by Marriott or the marks we own and use in our entertainment business, or the failure to enforce rights to the marks, could be damaging to our business. The reputation and perception of the brands we use is critical to our success.
Third-party infringement of the Gaylord Hotels or JW Marriott marks owned by Marriott or the marks we own and use in our entertainment business, or the failure to enforce rights to the marks, could be damaging to our business. The reputation and perception of the brands we use is critical to our success.
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.
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.
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. 36 Table of Contents 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. General Risk Factors We are subject to risks related to our environmental, social and governance practices.
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 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 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.
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.
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.
In addition, the limitations imposed by financing agreements on our ability to pay dividends, incur additional debt and to take other actions might significantly impair our ability to obtain other financing and to make distributions to our stockholders in accordance with any dividend policy. 34 Table of Contents Our indebtedness is secured by a substantial portion of our assets.
In addition, the limitations imposed by financing agreements on our ability to pay dividends, incur additional debt and to take other actions might significantly impair our ability to obtain other financing and to make distributions to our stockholders in accordance with any dividend policy. Our indebtedness is secured by a substantial portion of our assets.
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.
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.
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.
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.
Any of these could negatively affect our financial condition, results of operations and our ability to service debt and make distributions to our stockholders. Inflation may adversely affect our financial condition and results from operations. Inflation, which has risen to levels not experienced in recent decades, has caused, and could continue to cause, broad price increases and rising interest rates.
Any of these could negatively affect our financial condition, results of operations and our ability to service debt and make distributions to our stockholders. Inflation may adversely affect our financial condition and results from operations. Inflation, which has risen to levels not experienced in recent decades, has caused, and could continue to cause, broad price increases.
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. 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 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.
These factors include: ● the desirability and perceived attractiveness of the Nashville, Tennessee; Orlando, Florida; Dallas, 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; ● 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 (including those related to the Affordable Care Act or other health care reform efforts), 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; ● 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.
Such restrictions on our ability to sell or lease our hotel properties could negatively affect the marketability of our hotel properties and restrict our ability to refinance our existing debt secured by our hotel properties. Marriott and any future third-party hotel manager may own or operate hotels that compete with our hotel properties.
Such restrictions on 18 Table of Contents our ability to sell or lease our hotel properties could negatively affect the marketability of our hotel properties and restrict our ability to refinance our existing debt secured by our hotel properties. Marriott and any future third-party hotel manager may own or operate hotels that compete with our hotel properties.
Compliance with changes in applicable data security and privacy laws and 22 Table of Contents regulations and contractual obligations has increased, and may in the future increase, our operating costs and may restrict our business operations, increase our exposure to fines and litigation in the event of alleged noncompliance, and adversely affect our reputation.
Compliance with changes in applicable data security and privacy laws and regulations and contractual obligations has increased, and may in the future increase, our operating costs and may restrict our business operations, increase our exposure to fines and litigation in the event of alleged noncompliance, and adversely affect our reputation.
These arrangements are subject to uncertainties and risks, including those related to credit risk, conflicting joint venture partner interests, including with respect to competition in other markets, and to our joint venture partners failing to meet their financial or other obligations. 32 Table of Contents Our substantial debt could reduce our cash flow and limit our business activities.
These arrangements are subject to uncertainties and risks, including those related to credit risk, conflicting joint venture partner interests, including with respect to competition in other markets, and to our joint venture partners failing to meet their financial or other obligations. Our substantial debt could reduce our cash flow and limit our business activities.
Instead, our TRS lessees engage our third-party managers pursuant to hotel management agreements and pay the third-party hotel managers fees for managing our hotel properties. The TRS lessees receive all the operating profit or losses at our hotel properties, net of fees and 26 Table of Contents reimbursements.
Instead, our TRS lessees engage our third-party managers pursuant to hotel management agreements and pay the third-party hotel managers fees for managing our hotel properties. The TRS lessees receive all the operating profit or losses at our hotel properties, net of fees and reimbursements.
From time to time, the U.S. federal, state and local governments make substantive changes to tax rules and the application thereof, which could result in materially higher corporate taxes than would be incurred under existing tax law 29 Table of Contents or interpretations and could adversely impact profitability.
From time to time, the U.S. federal, state and local governments make substantive changes to tax rules and the application thereof, which could result in materially higher corporate taxes than would be incurred under existing tax law or interpretations and could adversely impact profitability.
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.
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.
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.
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.
Additionally, our group room rates may be 19 Table of Contents contracted several years in advance, and we are subject to increases in operating costs over time that may not be offset by these group room rates, which may result in reduced margins and lower financial results.
Additionally, our group room rates may be contracted several years in advance, and we are subject to increases in operating costs over time that may not be offset by these group room rates, which may result in reduced margins and lower financial results.
In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT.
In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be 28 Table of Contents significant in amount, to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT.
We have invested in, and in the future may invest in, mortgage loans, mezzanine debt, joint ventures, such as our Circle investment, or certain minority equity interests over which we may not have significant control, to or for which we may owe significant funding or obligations and for which there is no readily available market, and these investments may not be profitable.
We have invested in, and in the future may invest in, joint ventures, certain minority equity interests, mortgage loans, or mezzanine debt over which we may not have significant control, to or for which we may owe significant funding or obligations and for which there is no readily available market, and these investments may not be profitable.
Our business may not generate sufficient cash flow from operations or 33 Table of Contents we may not have future borrowings available to us under our credit facility or from other sources in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.
Our business may not generate sufficient cash flow from operations or we may not have future borrowings available to us under our credit facility or from other sources in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.
Marriott manages the day-to-day operations of our Gaylord Hotels properties, as well as the Inn at Opryland, the AC Hotel, Gaylord Springs, the W Austin, the General Jackson and the Wildhorse Saloon. We will identify third-party hotel managers to operate and manage any hotels that we acquire in the future.
Marriott manages the day-to-day operations of our Gaylord Hotels properties and JW Marriott Hill Country, as well as the Inn at Opryland, the AC Hotel, Gaylord Springs, the W Austin and the General Jackson. We will identify third-party hotel managers to operate and manage any hotels that we acquire in the future.
These limitations may affect our ability to make additional investments in our Entertainment segment as historically 30 Table of Contents structured and operated or in other non-REIT qualifying operations or assets.
These limitations may affect our ability to make additional investments in our Entertainment segment as historically structured and operated or in other non-REIT qualifying operations or assets.
We currently have a significant amount of debt. At December 31, 2022, we had approximately $2.9 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, 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.
Our group room rates may be contracted several years in advance, and we are subject to increases in operating costs over time that may not be offset by these group room rates, which may result in reduced margins.
Our group room rates may be contracted several years in advance, and we are subject to increases in operating costs over time that may not be offset by these group room rates, which may result in reduced margins. Further, our disclosed future hotel bookings may not be fulfilled.
If Marriott or any future third-party hotel manager does not manage our hotel properties or other businesses successfully, our financial condition, results of operations and our ability to service debt and make distributions to our stockholders may be negatively impacted.
See “Forward-Looking Statements” above. Risks Relating to Our Business If Marriott or any future third-party hotel manager does not manage our hotel properties or other businesses successfully, our financial condition, results of operations and our ability to service debt and make distributions to our stockholders may be negatively impacted.
Any disagreement with Atairos or its affiliate may adversely affect our interest in OEG. The limited liability company agreement for OEG gives A-OEG Holdings, LLC, an affiliate of Atairos (the “OEG Investor”), certain rights, including consent rights regarding certain major decisions, which may limit our flexibility with respect to OEG.
The limited liability company agreement for OEG gives A-OEG Holdings, LLC, an affiliate of Atairos (the “OEG Investor”), certain rights, including consent rights regarding certain major decisions, which may limit our flexibility with respect to OEG.
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. We do not have the ability to control the outcome of these negotiations.
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.
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.
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.
In addition, capital improvements may give rise to the following risks: ● possible environmental problems; ● construction cost overruns and delays, including those associated with the availability of material and labor; ● the possibility that revenues will be reduced while rooms, restaurants or other facilities are out of service due to capital improvement projects; ● a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on attractive terms; and ● uncertainties as to market demand or a loss of market demand after capital improvements have begun. 21 Table of Contents The costs of renovations and capital improvements could adversely affect our financial condition, results of operations, the market price of our common stock and our ability to service debt and make distributions to our stockholders.
In addition, capital improvements may give rise to the following risks: ● possible environmental problems; ● construction cost overruns and delays, including those associated with the availability of material and labor; ● the possibility that revenues will be reduced while rooms, restaurants or other facilities are out of service due to capital improvement projects; ● a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on attractive terms; and ● uncertainties as to market demand or a loss of market demand after capital improvements have begun.
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.
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.
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.
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.
Cybersecurity incidents could have a disruptive effect on our business. While we have implemented security measures to safeguard our systems and data, our measures or the measures of our service providers or hotel manager may not be sufficient to maintain the confidentiality, integrity, or availability of the data collected, stored, and used to manage our Gaylord Hotels properties.
While we have implemented security measures to safeguard our systems and data, our measures or the measures of our service providers or hotel manager may not be sufficient to maintain the confidentiality, integrity, or availability of the data collected, stored, and used to manage our businesses.
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.
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.
In 2023, updated laws in California, Colorado, Connecticut, Utah and Virginia will go into effect, each of which requires, 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.
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.
Additionally, in the event we need to replace any of our third-party hotel managers, we may experience significant business disruptions at the affected hotel properties, and may be liable, under certain circumstances, for significant damages and/or be required to make certain payments to our third-party managers. 18 Table of Contents The operation and management of our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, is concentrated in Marriott.
Additionally, in the event we need to replace any of our third-party hotel managers, we may experience significant business disruptions at the affected hotel properties, and may be liable, under certain circumstances, for significant damages and/or be required to make certain payments to our third-party managers.
These factors could reduce the net operating profits of our TRS lessees, which in turn could adversely affect the amount and frequency of distributions we make to our stockholders and our ability to service our debt. We may not realize the intended long-term economic benefits of the OEG Transaction or the Block 21 Acquisition.
These factors could reduce the net operating profits of our TRS lessees, which in turn could adversely affect the amount and frequency of distributions we make to our stockholders and our ability to service our debt.
Further, Marriott now owns the Gaylord Hotels brand and trademarks, and a failure on their part to maintain quality standards, including at any future projects that we do not own an interest in, could harm the brand and damage our business. Revenue growth, cost synergies and containment strategies for our hotel operations are largely dependent on the efforts of Marriott.
Further, Marriott owns the Gaylord Hotels and JW Marriott brands and trademarks, and a failure on their part to maintain quality standards, including at any future projects that we do not own an interest in, could harm the brands and damage our business.
Following the suspension of our regular quarterly dividend payments in March 2020 in connection with the COVID-19 pandemic, in September 2022, our board of directors approved an interim dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof.
Our board of directors approved a dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof.
In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for federal and state income tax purposes, or the effect of nondeductible expenditures. 28 Table of Contents To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal and state corporate income tax on our undistributed taxable income.
In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for federal and state income tax purposes, or the effect of nondeductible expenditures.
Our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, are operated and managed by Marriott. As a result, our operational risk is concentrated in one third-party hotel manager, which makes us more vulnerable economically to any weakness of Marriott than if we entered into hotel management agreements with several third-party hotel managers.
As a result, our operational risk is concentrated in one third-party hotel manager, which makes us more vulnerable economically to any weakness of Marriott than if we entered into hotel management agreements with several third-party hotel managers. We cannot assure you that Marriott will satisfy its obligations to us or successfully operate and manage our current hotel properties.
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.
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.
Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a hotel, as well as the anticipated future 24 Table of Contents revenue from the hotel.
Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a hotel, as well as the anticipated future revenue from the hotel. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.
Our intellectual property is also vulnerable to unauthorized use in some countries outside the United States, where local laws may not adequately protect it.
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.
Restrictive covenants and other provisions in our hotel management agreements with third-party hotel managers could limit our ability to sell or lease our hotel properties or refinance our existing debt.
There can be no assurance that such improvements in revenue or cost savings achieved by Marriott will continue in future periods. Restrictive covenants and other provisions in our hotel management agreements with third-party hotel managers could limit our ability to sell or lease our hotel properties or refinance our existing debt.
Historically, Marriott’s efforts to leverage its rewards program, customer channels and brands, as well as its management of demand for rooms, meeting space and banquets, resulted in revenue growth and Marriott’s efforts to reduce hotel-level costs yielded cost savings. There can be no assurance that such improvements in revenue or cost savings achieved by Marriott will continue in future periods.
Revenue growth, cost synergies and containment strategies for our hotel operations are largely dependent on the efforts of Marriott. Historically, Marriott’s efforts to leverage its rewards program, customer channels and brands, as well as its management of demand for rooms, meeting space and banquets, resulted in revenue growth and Marriott’s efforts to reduce hotel-level costs yielded cost savings.
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 Gaylord Hotels properties, other than Gaylord Rockies, 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 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.
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.
We and our third-party hotel managers compete with other companies both within and outside of the hospitality and entertainment industries for personnel.
Our Charter and our Second Amended and Restated Bylaws contain provisions that could delay, deter or prevent a change in control of our company or our management. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions.
Our organizational documents and Delaware law could make it difficult for a third party to acquire control of us. Our Charter and our Second Amended and Restated Bylaws contain provisions that could delay, deter or prevent a change in control of our company or our management.
In addition, equity real estate investments, such as the investments we hold and any additional properties that we may acquire, are relatively difficult to sell quickly.
In addition, equity real estate investments, such as the investments we hold and any additional properties that we may acquire, are relatively difficult to sell quickly. If our properties do not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, our income will be reduced.
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. 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.
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.
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.
State and local tax authorities have increased their efforts to increase revenues through changes in tax law and audits.
The ability of our board of directors to revoke our REIT qualification, without stockholder approval, may cause adverse consequences to our stockholders.
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.
Further, the U.S. Federal Reserve (the “Federal Reserve”) has advised banks to cease entering into new contracts that use U.S. dollar LIBOR as a reference rate. The Alternative Reference Rate Committee (“ARRC”), a committee convened by the Federal Reserve recommended the use of the Secured Overnight Financing Rate (“SOFR”), a new index, calculated by short-term repurchase agreements, backed by U.S.
Certain of our indebtedness bears interest at variable interest rates that use Adjusted Term Secured Overnight Financing Rate (“SOFR”) as the preferred alternative rate for LIBOR that has been identified by the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve and the Federal Reserve Bank of New York.
As a result, our interest expense may increase, our ability to refinance some or all of our existing indebtedness and/or interest rate swaps may be impacted and our available cash flow may be adversely affected. Our organizational documents and Delaware law could make it difficult for a third party to acquire control of us.
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.
Subject to applicable laws and certain agreed-upon exceptions, our $700 million revolving credit facility and $500 million term loan B are secured by liens on the substantial majority of our assets, including mortgages on each of our Gaylord Hotels properties, other than Gaylord Rockies.
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.
If our properties do not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, our income will be reduced. 23 Table of Contents Our properties are subject to environmental regulations that could impose significant financial liability on us.
Our properties are subject to environmental regulations that could impose significant financial liability on us.
Removed
See “Forward-Looking Statements” above. Risks Relating to Our Business COVID-19 has had, and widespread or severe outbreaks of COVID-19, including new variants, may in the future have, a material adverse effect on our financial condition, results of operations, cash flows and our ability to make distributions to our shareholders.
Added
The operation and management of our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, is concentrated in Marriott. Our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, are operated and managed by Marriott.
Removed
COVID-19 has caused, and widespread or severe outbreaks of COVID-19 may in the future cause, significant disruption to our business.
Added
If market recognition or the positive perception of Marriott is reduced or compromised, the goodwill associated with the Gaylord Hotels and JW Marriott hotel in our portfolio may be adversely affected, which could materially reduce our revenues and net income, which could in turn reduce the amount of distributions to our stockholders.

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Item 2. Properties

Properties — owned and leased real estate

5 edited+1 added−0 removed6 unchanged
Biggest changeOur Gaylord Hotels properties other than Gaylord Rockies secure our credit facility, and 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.” Each of our hotel properties in the Hospitality segment is leased or subleased to one of our TRSs, and each such TRS has engaged Marriott to manage the day-to-day operations of the hotel.
Biggest changeEach of our hotel properties in the Hospitality segment is leased or subleased to one of our TRSs, and each such TRS has engaged Marriott to manage the day-to-day operations of the hotel.
For a description of the management agreements with Marriott, see “Management Agreements” in Item 1, “Business.” For the 38 Table of Contents 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 within the 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 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 39 Table of Contents Gaylord Palms is located, pursuant to a 75-year ground lease with a 24-year renewal option.
Our TRSs have engaged Marriott to manage the day-to-day operations of the General Jackson Showboat, the Wildhorse Saloon and the W Austin.
Our TRSs have engaged Marriott to manage the day-to-day operations of the General Jackson Showboat and the W Austin.
Properties Hospitality Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Meeting, Exhibit and Hotel ​ Location ​ Rooms ​ Pre-Function Space Gaylord Opryland Nashville, TN 2,888 640,000 Gaylord National National Harbor, MD (Washington, DC area) 1,996 500,000 Gaylord Palms Kissimmee, FL (Orlando area) 1,718 496,000 Gaylord Texan Grapevine, TX (Dallas area) 1,814 488,000 Gaylord Rockies ​ Aurora, CO (Denver area) ​ 1,501 ​ 409,000 Inn at Opryland Nashville, TN 303 14,000 AC Hotel National Harbor, MD (Washington, DC area) 192 3,700 ​ We own our Opryland complex in Nashville, Tennessee, which includes the site of Gaylord Opryland (approximately 172 acres) and Gaylord Springs (over 200 acres).
Properties Hospitality Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Meeting, Exhibit and ​ ​ ​ ​ ​ ​ Pre-Function Space Hotel ​ Location ​ Rooms ​ (sq. ft.) Gaylord Opryland Nashville, TN 2,888 640,000 Gaylord National National Harbor, MD (Washington, DC area) 1,996 501,000 Gaylord Texan Grapevine, TX (Dallas area) 1,814 488,000 Gaylord Palms Kissimmee, FL (Orlando area) 1,718 467,000 Gaylord Rockies ​ Aurora, CO (Denver area) ​ 1,501 ​ 409,000 JW Marriott Hill Country ​ San Antonio, TX ​ 1,002 ​ 268,000 Inn at Opryland Nashville, TN 303 14,000 AC Hotel National Harbor, MD (Washington, DC area) 192 3,700 ​ We own our Opryland complex in Nashville, Tennessee, which includes the site of Gaylord Opryland (approximately 172 acres) and Gaylord Springs (over 200 acres).
Added
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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Added
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 changeIssuer Purchases of Equity Securities No shares of the Company’s common stock were repurchased during the three months ended December 31, 2022. 39 Table of Contents Unregistered Sales of Equity Securities The Company did not sell any of its securities during the fiscal year ended December 31, 2022 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Biggest changeIssuer 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”).
Other 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 shareholders of 100% of REIT taxable income annually.
Other 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.
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 840 record holders of our common stock at January 31, 2023.
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.
We are not permitted to pay a dividend to our stockholders if the aggregate amount of all distributions to our stockholders in a given year exceeds 95% of our funds from operations (as defined in the credit facility) for that fiscal year.
We are restricted in our ability to pay a dividend to our stockholders if the aggregate amount of all distributions to our stockholders in a given year exceeds 95% of our funds from operations (as defined in the credit facility) for that fiscal year.

Item 7. Management's Discussion & Analysis

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

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Biggest changeAlthough 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. ​ 54 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, 2022, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 Net income (loss) ​ $ 134,948 ​ $ (194,801) ​ $ (460,821) Interest expense, net ​ ​ 142,656 ​ ​ 119,662 ​ ​ 108,479 Provision for income taxes ​ ​ 38,775 ​ ​ 4,957 ​ ​ 27,084 Depreciation and amortization ​ ​ 208,616 ​ ​ 220,357 ​ ​ 215,082 (Gain) loss on sale of assets ​ ​ 327 ​ ​ (315) ​ ​ (1,154) Pro rata EBITDA re from unconsolidated joint ventures ​ ​ 89 ​ ​ 73 ​ ​ 48 EBITDA re ​ ​ 525,411 ​ ​ 149,933 ​ ​ (111,282) Preopening costs ​ ​ 532 ​ ​ 737 ​ ​ 1,665 Non-cash lease expense ​ ​ 4,831 ​ ​ 4,375 ​ ​ 4,474 Equity-based compensation expense ​ ​ 14,985 ​ ​ 12,104 ​ ​ 8,732 Pension settlement charge ​ ​ 1,894 ​ ​ 1,379 ​ ​ 1,740 Credit loss on held-to-maturity securities ​ ​ — ​ ​ — ​ ​ 32,784 Interest income on Gaylord National bonds ​ ​ 5,306 ​ ​ 5,502 ​ ​ 6,171 Loss on extinguishment of debt ​ ​ 1,547 ​ ​ 2,949 ​ ​ — Transaction costs of acquisitions ​ ​ 1,348 ​ ​ 360 ​ ​ 15,437 Adjusted EBITDA re ​ ​ 555,854 ​ ​ 177,339 ​ ​ (40,279) Adjusted EBITDA re of noncontrolling interest in consolidated joint venture ​ ​ (15,309) ​ ​ 1,017 ​ ​ (3,989) Adjusted EBITDA re , excluding noncontrolling interest in consolidated joint venture ​ $ 540,545 ​ $ 178,356 ​ $ (44,268) ​ The following is a reconciliation of our consolidated GAAP net income (loss) to FFO and Adjusted FFO for the years ended December 31, 2022, 2021 and 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ 2021 ​ 2020 Net income (loss) ​ $ 134,948 ​ $ (194,801) ​ $ (460,821) Noncontrolling interest in consolidated joint venture ​ ​ (5,032) ​ ​ 16,501 ​ ​ 42,474 Net income (loss) available to common shareholders and unit holders ​ ​ 129,916 ​ ​ (178,300) ​ ​ (418,347) Depreciation and amortization ​ ​ 208,494 ​ ​ 220,211 ​ ​ 214,933 Adjustments for noncontrolling interest ​ ​ (3,346) ​ ​ (11,069) ​ ​ (33,213) Pro rata adjustments from joint ventures ​ ​ 92 ​ ​ 73 ​ ​ 50 FFO available to common shareholders and unit holders ​ ​ 335,156 ​ ​ 30,915 ​ ​ (236,577) Right-of-use asset amortization ​ ​ 122 ​ ​ 146 ​ ​ 149 Non-cash lease expense ​ ​ 4,831 ​ ​ 4,375 ​ ​ 4,474 Pension settlement charge ​ ​ 1,894 ​ ​ 1,379 ​ ​ 1,740 Credit loss on held-to-maturity securities ​ ​ — ​ ​ — ​ ​ 32,784 (Gain) loss on other assets ​ ​ 469 ​ ​ (317) ​ ​ (1,161) Write-off of deferred financing costs ​ ​ — ​ ​ — ​ ​ 281 Amortization of deferred financing costs ​ ​ 9,829 ​ ​ 8,790 ​ ​ 7,948 Amortization of debt discounts and premiums ​ ​ 989 ​ ​ (279) ​ ​ (267) Loss on extinguishment of debt ​ ​ 1,547 ​ ​ 2,949 ​ ​ — Adjustments for noncontrolling interest ​ ​ (928) ​ ​ (294) ​ ​ (932) Transaction costs of acquisitions ​ ​ 1,348 ​ ​ 360 ​ ​ 15,437 Deferred tax expense ​ ​ 8,244 ​ ​ 4,006 ​ ​ 26,526 Adjusted FFO available to common shareholders and unit holders ​ $ 363,501 ​ $ 52,030 ​ $ (149,598) ​ Liquidity and Capital Resources Cash Flows from Operating Activities .
Biggest changeAlthough 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.
The $600 Million 5% Senior Notes have a maturity date of February 15, 2029 and bear interest at 4.50% per annum, payable semi-annually in cash in arrears on February 15 and August 15 each year.
The $600 Million 4.50% Senior Notes have a maturity date of February 15, 2029 and bear interest at 4.50% per annum, payable semi-annually in cash in arrears on February 15 and August 15 each year.
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 shareholders and unit holders, and Adjusted FFO available to common shareholders 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 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.
In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management’s judgment regarding accounting policy. We believe that of our significant accounting policies, which are discussed in Note 1 to the consolidated financial statements included herein, the following involve a higher degree of judgment and complexity. Revenue recognition.
In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management’s judgment regarding accounting policy. We believe that of our significant accounting policies, which are discussed in Note 1 to the consolidated financial statements included herein, the following involve a higher degree of judgment and complexity.
The following key performance indicators are commonly used in the hospitality industry and are used by management to evaluate hotel performance and potentially allocate capital expenditures: ● hotel occupancy – a volume indicator; ● average daily rate (“ADR”) – a price indicator calculated by dividing rooms revenue by the number of rooms sold; 43 Table of Contents ● Revenue per Available Room (“RevPAR”) – a summary measure of hotel results calculated by dividing rooms revenue by room nights available to guests for the period; ● Total Revenue per Available Room (“Total RevPAR”) – a summary measure of hotel results calculated by dividing the sum of room, food and beverage and other ancillary service revenue by room nights available to guests for the period; and ● Net Definite Room Nights Booked – a volume indicator which represents the total number of definite bookings for future room nights at our hotels confirmed during the applicable period, net of cancellations.
The following key performance indicators are commonly used in the hospitality industry and are used by management to evaluate hotel performance and potentially allocate capital expenditures: ● hotel occupancy – a volume indicator; ● average daily rate (“ADR”) – a price indicator calculated by dividing rooms revenue by the number of rooms sold; ● revenue per available room (“RevPAR”) – a summary measure of hotel results calculated by dividing rooms revenue by room nights available to guests for the period; ● total revenue per available room (“Total RevPAR”) – a summary measure of hotel results calculated by dividing the sum of room, food and beverage and other ancillary service revenue by room nights available to guests for the period; and ● net definite room nights booked – a volume indicator which represents the total number of definite bookings for future room nights at our hotels confirmed during the applicable period, net of cancellations.
The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced ticket purchases at our OEG venues and advanced room deposits on future hotel room stays, an increase in general accrued expenses, including an increase in management fees and an increase in incentive compensation, as a result of the increase in business levels, and an increase in accrued dividends payable.
The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced ticket purchases at our OEG venues and advanced room deposits on future hotel room stays, and an increase in general accrued expenses, including an increase in management fees and incentive compensation, as a result of the increase in business levels.
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 $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 $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”).
Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 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, 2021.
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.
Adjusted EBITDA re is then calculated as EBITDA re, plus to the extent the following adjustments occurred during the periods presented: ● Preopening costs; ● Non-cash lease expense; ● Equity-based compensation expense; ● Impairment charges that do not meet the NAREIT definition above; ● Credit losses on held-to-maturity securities; ● Transaction costs of acquisitions; ● Loss on extinguishment of debt; ● Pension settlement charges; ● Pro rata Adjusted EBITDA re from unconsolidated joint ventures; and ● Any other adjustments we have identified herein.
Adjusted EBITDA re is then calculated as EBITDA re, plus to the extent the following adjustments occurred during the periods presented: ● Preopening costs; ● Non-cash lease expense; ● Equity-based compensation expense; ● Impairment charges that do not meet the NAREIT definition above; ● Credit losses on held-to-maturity securities; ● Transaction costs of acquisitions; ● Interest income on bonds; ● Loss on extinguishment of debt; ● Pension settlement charges; ● Pro rata Adjusted EBITDA re from unconsolidated joint ventures; and ● Any other adjustments we have identified herein.
The OEG Term Loan matures on June 16, 2029 and the OEG Revolver matures on June 16, 2027. The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 4.00% or (b) Adjusted Term SOFR plus 5.00% (all as specifically more described in the OEG Credit Agreement).
The OEG Term Loan matures on June 16, 2029, and the OEG Revolver matures on June 16, 2027. The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 4.00% or (ii) Adjusted Term SOFR plus 5.00% (all as specifically more described in the OEG Credit Agreement).
See “Supplemental Cash Flow Information” in Note 1 to our consolidated financial statements included herein for a discussion of the interest we paid during 2022, 2021 and 2020. ​ Inflation ​ Inflation has had a more meaningful impact on our business during 2022 than in recent 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 2023, 2022 and 2021. ​ 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, 2022 and 2021, 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, 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.
Operating Results – Gain (Loss) on Sale of Assets Loss on sale of assets for 2022 includes the sale of a parcel of land in Nashville, Tennessee.
Operating Results – Loss on Sale of Assets Loss on sale of assets for 2022 includes the sale of a parcel of land in Nashville, Tennessee.
The OEG Revolver bears interest at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 3.75% or (b) Adjusted Term SOFR plus 4.75%, which shall be subject to reduction in the applicable margin based upon OEG’s First Lien Leverage Ratio (all as specifically more described in the OEG Credit Agreement).
The OEG Revolver bears interest at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 3.75% or (ii) Adjusted Term SOFR plus 4.25%, which shall be subject to reduction in the applicable margin based upon OEG’s First Lien Leverage Ratio (all as specifically more described in the OEG Credit Agreement).
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 redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.563%, 102.375%, 101.188%, and 100.00% beginning on October 15 of 2022, 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. ​ 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.
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 2022 and 2021 items and year-to-year comparisons between 2022 and 2021.
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.
The purchase price for the OEG Transaction may be increased by $30.0 million if OEG achieves certain financial objectives in 2023 or 2024. We retained a controlling 70% equity interest in OEG and will continue to consolidate OEG and the other subsidiaries comprising our Entertainment segment in our consolidated financial statements.
The purchase price for the OEG Transaction may be increased by $30.0 million if OEG achieves certain financial objectives in 2024. We retained a controlling 70% equity interest in OEG and continue to consolidate OEG and the other subsidiaries comprising our Entertainment segment in our consolidated financial statements.
For the years ended December 31, 2022, 2021 and 2020, our total revenues were divided among these business segments as follows: ​ ​ ​ ​ ​ ​ ​ ​ Segment 2022 2021 2020 ​ Hospitality 85 % 84 % 89 % Entertainment 15 % 16 % 11 % Corporate and Other 0 % 0 % 0 % ​ Key Performance Indicators The operating results of our Hospitality segment are highly dependent on the volume of customers at our hotels and the quality of the customer mix at our hotels, which are managed by Marriott.
For the years ended December 31, 2023, 2022 and 2021, our total revenues were divided among these business segments as follows: ​ ​ ​ ​ ​ ​ ​ ​ Segment 2023 2022 2021 ​ Hospitality 85 % 85 % 84 % Entertainment 15 % 15 % 16 % Corporate and Other 0 % 0 % 0 % ​ Key Performance Indicators The operating results of our Hospitality segment are highly dependent on the volume of customers at our hotels and the quality of the customer mix at our hotels, which are managed by Marriott.
Certain accounting estimates are particularly sensitive because of their complexity and the possibility that future events affecting them may differ materially from our current judgments and estimates. 62 Table of Contents This listing of critical accounting policies is not intended to be a comprehensive list of all of our accounting policies.
Certain accounting estimates are particularly sensitive because of their complexity and the possibility that future events affecting them may differ materially from our current judgments and estimates. This listing of critical accounting policies is not intended to be a comprehensive list of all of our accounting policies.
Loss on Extinguishment of Debt As a result of our repayment of our $300 million term loan A with the proceeds from the OEG Term Loan, we recognized a loss on extinguishment of debt of $1.5 million in 2022.
As a result of the June 2022 repayment of our previous $300 million term loan A with the proceeds from a $300 million OEG term loan, we recognized a loss on extinguishment of debt of $1.5 million in 2022.
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.
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.
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 55 Table of Contents million, and favorable changes in working capital of approximately $32.3 million.
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.
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, as amended, and the OEG revolving credit facility, as applicable. Our outstanding principal debt agreements are described below. At December 31, 2022, 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, 2023, there were no defaults under the covenants related to our outstanding debt.
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. $800 Million Term Loan (Gaylord Rockies) .
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.
We make additional adjustments to EBITDA re when evaluating our performance because we believe that presenting Adjusted EBITDA re and Adjusted EBITDA re , Excluding Noncontrolling Interest in Consolidated Joint Venture provides useful information to investors regarding our operating performance and debt leverage metrics. 53 Table of Contents FFO, Adjusted FFO, and Adjusted FFO available to common shareholders 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. ​ To calculate Adjusted FFO available to common shareholders 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 shareholders and unit holders and Adjusted FFO available to common shareholders 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 shareholders and unit holders and Adjusted FFO available to common shareholders 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 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.
Accounting for the acquisition of an entity as a business combination, or becoming the primary beneficiary of a previously unconsolidated variable interest entity, requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values, which requires us to make significant estimates and assumptions regarding the fair value of the acquired assets and liabilities assumed.
Accounting for the acquisition of an entity as a business combination, becoming the primary beneficiary of a previously unconsolidated variable interest entity, or a significant asset acquisition requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction based on their respective estimated fair values, which requires us to make significant estimates and assumptions regarding the fair value of the acquired assets and liabilities assumed.
After the payment of transaction expenses, we used substantially all of the net proceeds from the OEG Transaction, together with the net proceeds we received from the OEG Term Loan (as defined below), to repay the then-outstanding balance of our former $300 million term loan A and to pay down substantially all borrowings then outstanding under our revolving credit facility.
After the payment of transaction expenses, we used substantially all of the net proceeds from the OEG Transaction, together with the net proceeds we received from the OEG Term Loan (as defined in “Principal Debt Agreements” below), to repay the then-outstanding balance of our former $300 million term loan A and to pay down substantially all borrowings then outstanding under our revolving credit facility.
These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 97 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 managed by Marriott – 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 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”).
Our cash flows from financing activities reflect primarily the incurrence of and the repayment of long-term debt and the payment of cash dividends.
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 Used in Investing Activities . During 2022, our primary use of funds for investing activities were the use of $94.0 million in net cash to fund a portion of the purchase price of Block 21 and purchases of property and equipment, which totaled $89.5 million.
During 2022, our primary use of funds for investing activities was the use of $94.0 million in net cash to fund a portion of the purchase price of Block 21 and purchases of property and equipment, which totaled $89.5 million.
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.
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.
Other Gains and (Losses), net Other gains and (losses), net for 2022 primarily includes a gain of $2.9 million 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 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.
See “Non-GAAP Financial Measures” below for further discussion. For 2021, as compared to 2022 and historical periods prior to 2020, the closure and pandemic-constrained business levels then experienced by our Gaylord Hotels properties resulted in a significant decrease in performance reflected in these key performance indicators and relevant GAAP and non-GAAP financial measures.
For 2021, as compared to 2022 and historical periods prior to 2020, the closure and pandemic-constrained business levels then experienced by our Gaylord Hotels properties resulted in a significant decrease in performance reflected in these key performance indicators and relevant GAAP and non-GAAP financial measures.
Entertainment segment financial results for 2022 include Block 21 beginning May 31, 2022.
Entertainment segment financial results for 2023 and 2022 include Block 21 beginning May 31, 2022.
Historically, cash flow from operating activities has been the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders.
Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders.
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, 2022 for our variable-rate date after considering interest rate swaps, our estimated interest obligations over the next five years are $506.6 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, 2023 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations over the next five years are $783.9 million.
At December 31, 2022, no amounts were outstanding under the Revolver, and the lending banks had issued $10.4 million of letters of credit under the Credit Agreement, which left $689.6 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”) and our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), which we met at December 31, 2022).
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).
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.
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.
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 or 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. ​ 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.
These favorable changes in working capital were partially offset by an increase in accounts receivable due to an increase in group business at our Gaylord Hotels properties .
These favorable changes in working capital were partially offset by an increase in accounts receivable due to an increase in group business at our Gaylord Hotels properties . 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. $600 Million 4.50% 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. $400 Million 7.25% Senior Notes .
We believe we will be able to refinance our debt agreements prior to their maturities, including extension options. 56 Table of Contents We believe that our cash on hand and cash flow from operations, together with amounts available for borrowing under our revolving credit facility and the OEG revolving credit facility, will be adequate to fund our general short-term commitments, as well as: (i) current operating expenses, (ii) interest expense on long-term debt obligations, (iii) financing lease and operating lease obligations, (iv) declared dividends and (v) the capital expenditures described above.
We believe that our cash on hand and cash flow from operations, together with amounts available for borrowing under each of our revolving credit facility and the OEG revolving credit facility, will be adequate to fund our general short-term commitments, as well as: (i) current operating expenses, (ii) interest expense on long-term debt obligations, (iii) financing lease and operating lease obligations, (iv) declared dividends and (v) the capital expenditures described above.
Increases in costs, including labor costs, costs of food and other supplies, and energy costs have affected our operations in 2022 and in the future could negatively affect our results, particularly during a continued or prolonged 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 2023 and 2022 and in the future could negatively affect our results, particularly during an inflationary economic environment.
We have designated these interest rate swaps as effective cash flow hedges. ​ The Gaylord Rockies Loan is secured by a deed of trust lien on the Gaylord Rockies real estate and related assets.
We have designated this interest rate swap as an effective cash flow hedge. ​ The Gaylord Rockies Loan is secured by a deed of trust lien on the Gaylord Rockies real estate and related assets.
Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.40% to 1.95%, dependent upon our funded debt to total asset value ratio (as defined in the Credit Agreement) or (ii) a base rate as set 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%, 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).
The increase in total operating expenses during 2022, as compared to 2021, is primarily the result of increases in Hospitality segment and Entertainment segment expenses of $416.8 million and $70.8 million, respectively, as presented in the tables below. The above factors resulted in a $385.8 million improvement in operating income for 2022, as compared to 2021.
The increase in total operating expenses during 2023, as compared to 2022, is primarily the result of increases in Hospitality segment and Entertainment segment expenses of $187.8 million and $35.1 million, respectively, as presented in the tables below. The above factors resulted in a $126.5 million improvement in operating income for 2023, as compared to 2022.
Generally, the Gaylord Rockies Loan is non-recourse to the Company, subject to (i) those limited guaranties, (ii) a completion guaranty in the event the expansion is pursued, and (iii) customary non-recourse carve-outs. ​ On June 30, 2020, the Loan Parties entered into Amendment No. 1 (the “Loan Amendment”) to the Gaylord Rockies Loan, by and among the Loan Parties, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto.
Generally, the Gaylord Rockies Loan is non-recourse to the Company, subject to customary non-recourse carve-outs. ​ On June 30, 2020, the Loan Parties entered into Amendment No. 1 (the “Loan Amendment”) to the Gaylord Rockies Loan, by and among the Loan Parties, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto.
Block 21 was in a Trigger Period as of our purchase date and remains as such as of December 31, 2022. During the Trigger Period, any cash generated in excess of amounts necessary to fund loan obligations, budgeted operating expenses and specified reserves will not be distributed to Block 21. Additional Debt Limitations .
During the Trigger Period, any cash generated in excess of amounts necessary to fund loan obligations, budgeted operating expenses and specified reserves will not be distributed to Block 21. Block 21 was in a Trigger Period as of our purchase date but exited the Trigger Period with first quarter 2023 results. Additional Debt Limitations .
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.
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.
These amounts are net of $4.1 million and $7.9 million, respectively, of payroll tax credits afforded under the 2020 Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). (3) Hospitality segment metrics for 2022 and 2021 include the addition of 302 additional guest rooms at Gaylord Palms beginning June 1, 2021.
This amount includes $4.1 million of payroll tax credits afforded under the 2020 Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). (3) Hospitality segment metrics for each year include the addition of 302 additional guest rooms at Gaylord Palms beginning June 1, 2021.
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 shareholders and unit holders and Adjusted FFO available to common shareholders and unitholders.
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 estimated obligations are $137.8 million in 2023, $104.6 million in 2024, $95.4 million in 2025, $88.0 million in 2026, and $80.8 million in 2027. 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 $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.
However, favorable occupancy, ADR and outside-the-room spend in our Hospitality segment and business levels in our 61 Table of Contents Entertainment segment reduced the impact of increased operating costs, including increased wages and food and beverage costs, on our financial position and results of operations.
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.
These changes, and the cash flows from operations discussed above, were the primary factors in the increase in our cash balance from 2021 to 2022 .
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 .
Each of our award-winning Gaylord Hotels properties incorporates not only high quality lodging, but also at least 400,000 square feet of meeting, convention and exhibition space, superb food and beverage options and retail and spa facilities within a single self-contained property. As a result, our Gaylord Hotels properties provide a convenient and entertaining environment for convention guests.
Each of our award-winning Gaylord Hotels properties, as well as the JW Marriott Hill Country, incorporates not only high-quality lodging, but also at least 400,000 square feet (268,000 in the case of JW Marriott Hill Country) of meeting, convention and exhibition space, superb food and beverage options and retail and spa facilities within a single self-contained property.
The percentage of group versus transient business based on rooms sold for our Hospitality segment for the years ended December 31 was approximately as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 Group 69 % 46 % 52 % Transient 31 % 54 % 48 % 46 Table of Contents ​ The type of group based on rooms sold for our Hospitality segment for the years ended December 31 was approximately as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 Corporate Groups 51 % 43 % 61 % Associations 32 % 34 % 24 % Other Groups 17 % 23 % 15 % ​ Other hotel expenses for the following years ended December 31 included (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 % Change 2021 % Change 2020 Administrative employment costs ​ $ 153,882 51.2 % $ 101,771 20.3 % $ 84,599 Utilities ​ 37,120 36.8 % 27,128 14.8 % 23,628 Property taxes ​ 33,650 (0.9) % 33,947 (7.8) % 36,823 Other ​ 232,639 41.0 % 164,945 42.6 % 115,640 Total other hotel expenses ​ $ 457,291 39.5 % $ 327,791 25.7 % $ 260,690 ​ Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security.
Total Hospitality revenues in 2023 include $43.8 million in attrition and cancellation fee collections, a $13.5 million decrease from 2022. ​ 47 Table of Contents The percentage of group versus transient business based on rooms sold for our Hospitality segment for the years ended December 31 was approximately as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 Group 73 % 69 % 46 % Transient 27 % 31 % 54 % ​ The type of group based on rooms sold for our Hospitality segment for the years ended December 31 was approximately as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 Corporate Groups 50 % 51 % 43 % Associations 34 % 32 % 34 % Other Groups 16 % 17 % 23 % ​ Other hotel expenses for the following years ended December 31 included (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % Change 2022 % Change 2021 Administrative employment costs ​ $ 176,112 14.4 % $ 153,882 51.2 % $ 101,771 Utilities ​ 42,055 13.3 % 37,120 36.8 % 27,128 Property taxes ​ 39,951 18.7 % 33,650 (0.9) % 33,947 Other ​ 261,210 12.3 % 232,639 41.0 % 164,945 Total other hotel expenses ​ $ 519,328 13.6 % $ 457,291 39.5 % $ 327,791 ​ Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security.
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 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.
Interim Dividend Policy Following the suspension of our regular quarterly dividend payments in March 2020 in connection with the COVID-19 pandemic, in September 2022, our board of directors approved an interim dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof.
Dividend Policy In September 2022, our board of directors approved a dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof.
The following presents the financial results of our Entertainment segment for the years ended December 31, 2022, 2021 and 2020 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 % Change 2021 % Change 2020 Revenues ​ $ 267,995 75.4 % $ 152,790 161.5 % $ 58,430 Operating expenses ​ 188,545 60.1 % 117,753 50.4 % 78,301 Depreciation and amortization ​ 18,420 25.7 % 14,655 2.0 % 14,371 Operating income (loss) (1)(2) ​ $ 61,030 199.4 % $ 20,382 159.5 % $ (34,242) (1) Entertainment segment operating income (loss) does not include preopening costs of $0.5 million and $1.4 million in 2022 and 2020, respectively.
The following presents the financial results of our Entertainment segment for the years ended December 31, 2023, 2022 and 2021 (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 % Change 2022 % Change 2021 Revenues ​ $ 324,658 21.1 % $ 267,995 75.4 % $ 152,790 Operating expenses ​ 223,663 18.6 % 188,545 60.1 % 117,753 Depreciation and amortization ​ 23,611 28.2 % 18,420 25.7 % 14,655 Operating income (1) ​ $ 77,384 26.8 % $ 61,030 199.4 % $ 20,382 (1) Entertainment segment operating income does not include preopening costs of $1.3 million and $0.5 million in 2023 and 2022, respectively.
For additional discussion of the risks related to COVID-19, see “Risk Factors” under Part I, Item 1A of this Annual Report on Form 10-K. 41 Table of Contents OEG Transaction As more fully described in the “OEG Transaction” section of Note 1 to the consolidated financial statements included herein, on June 16, 2022, we and certain of our subsidiaries, including OEG Attractions Holdings, LLC, which directly or indirectly owns the assets that comprise our Entertainment segment (“OEG”), consummated the transactions contemplated by an investment agreement (the “Investment Agreement”) with Atairos Group, Inc.
OEG Transaction As more fully described in the “OEG Transaction” section of Note 1 to the consolidated financial statements included herein, on June 16, 2022, we and certain of our subsidiaries, including OEG Attractions Holdings, LLC, which directly or indirectly owns the assets that comprise our Entertainment segment, consummated the transactions contemplated by an investment agreement (the “Investment Agreement”) with Atairos Group, Inc.
Operating Results – Preopening costs We expense the costs associated with start-up activities and organization costs as incurred. Our preopening costs for 2022 primarily include costs associated with Ole Red Nashville International Airport, which was completed in May 2022. Our preopening costs for 2021 primarily include costs associated with the Gaylord Palms expansion, which was completed in April 2021.
Operating Results – Preopening costs We expense the costs associated with start-up activities and organization costs as incurred. Our preopening costs for 2023 primarily include costs associated with Ole Red Las Vegas, which opened in January 2024. Our preopening costs for 2022 primarily include costs associated with Ole Red Nashville International Airport, which opened in May 2022.
As discussed above, each of our management agreements with Marriott for our Gaylord Hotels properties, excluding Gaylord Rockies, requires us to pay Marriott a base management fee of approximately 2% of gross revenues from the applicable property for each fiscal year or portion thereof.
Each of our management agreements with Marriott requires us to pay Marriott a base management fee based on the gross revenues from the applicable property for each fiscal year or portion thereof.
Revenue related to content provided to Circle is eliminated for the portion of Circle that the Company owns. Impairment of long-lived and other assets. In accounting for our long-lived and other assets, we assess our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable.
Impairment of long-lived and other assets. In accounting for our long-lived and other assets, we assess our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset groups may not be recoverable.
During 2022, net cash flows provided by financing activities were $50.7 million, primarily reflecting the net proceeds of the OEG Transaction of $285.9 million and the incurrence of the OEG Term Loan and the repayment of our former term loan A, partially offset by the repayment of $195.0 million under our credit facility and the payment of $15.4 million in deferred financing costs .
During 2022, net cash flows provided by financing activities were $50.7 million, primarily reflecting the net proceeds of the OEG Transaction of $285.9 million and the incurrence of the OEG Term Loan and the repayment of our former term loan A, partially offset by the repayment of $195.0 million under our credit facility and the payment of $15.4 million in deferred financing costs . ​ 58 Table of Contents Liquidity At December 31, 2023, we had $591.8 million in unrestricted cash and $745.4 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving debt facility.
Hospitality segment depreciation and amortization expense decreased in 2022, as compared to 2021, primarily as a result of the intangible asset associated with advanced bookings at Gaylord Rockies when we purchased an additional interest in Gaylord Rockies in 2018 becoming fully amortized in 2022.
Hospitality segment depreciation and amortization expense decreased in 2023, as compared to 2022, primarily as a result of the intangible asset associated with advanced bookings at Gaylord Rockies when we purchased an additional interest in Gaylord Rockies in 2018 becoming fully amortized in 2022, partially offset by the increase related to JW Marriott Hill Country. ​ 48 Table of Contents Property-Level Results.
Our other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National.
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”).
The Gaylord Rockies Loan consists of an $800.0 million secured term loan facility, which matures July 2, 2023 with three, one-year extension options, subject to certain requirements in the Gaylord Rockies Loan, and bears interest at LIBOR plus 2.50%.
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 results of Gaylord Palms for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 % Change 2021 % Change 2020 Revenues: ​ ​ ​ ​ Rooms ​ $ 103,715 80.3 % $ 57,510 102.1 % $ 28,455 ​ Food and beverage ​ 122,515 132.1 % 52,782 76.7 % 29,876 ​ Other hotel revenue ​ 53,348 85.0 % 28,838 48.0 % 19,488 ​ Total revenue ​ 279,578 100.9 % 139,130 78.8 % 77,819 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 22,357 77.3 % 12,608 61.6 % 7,802 ​ Food and beverage ​ 68,564 100.7 % 34,158 59.4 % 21,434 ​ Other hotel expenses ​ 94,078 45.3 % 64,766 22.4 % 52,909 ​ Management fees, net ​ 8,111 266.0 % 2,216 117.9 % 1,017 ​ Depreciation and amortization ​ 22,267 5.5 % 21,112 27.3 % 16,586 ​ Total operating expenses (1)(2) ​ 215,377 59.7 % 134,860 35.2 % 99,748 ​ Performance metrics: ​ ​ ​ ​ Occupancy ​ 68.4 % 23.8 pts 44.6 % 18.4 pts 26.2 % ADR ​ $ 241.85 9.5 % $ 220.90 5.6 % $ 209.22 ​ RevPAR ​ $ 165.40 68.0 % $ 98.46 79.3 % $ 54.91 ​ Total RevPAR ​ $ 445.85 87.2 % $ 238.19 58.6 % $ 150.15 ​ (1) Gaylord Palms operating expenses do not include preopening costs of $0.7 million and $0.3 million in 2021 and 2020, respectively.
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.
We incurred $33.7 million, $17.1 million and $10.2 million in total base management fees to Marriott related to our Hospitality segment during 2022, 2021 and 2020, respectively. We also incurred $12.8 million in incentive management fees for our Hospitality segment during 2022 and did not incur any such fees in 2021 or 2020.
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.
On October 31, 2019, we entered into a Sixth Amended and Restated Credit Agreement (the “Base 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, N.A., as administrative agent, which amended and restated the Company’s prior credit facility.
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.
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 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.
Total revenue at each of our Gaylord Hotels properties was lower for 2021 and 2020 than that of historical periods due to the COVID-19 pandemic.
Therefore, the property-level financial results for 2021 are not comparable to 2023, 2022 or to historical periods prior to 2020. Total revenue at each of our Gaylord Hotels properties was lower for 2021 than that of historical periods due to the COVID-19 pandemic.
The results of Gaylord Opryland for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 % Change 2021 % Change 2020 Revenues: ​ ​ ​ ​ Rooms ​ $ 177,860 63.1 % $ 109,067 104.7 % $ 53,272 ​ Food and beverage ​ 159,359 117.6 % 73,246 52.3 % 48,086 ​ Other hotel revenue ​ 86,969 54.6 % 56,254 75.9 % 31,975 ​ Total revenue ​ 424,188 77.8 % 238,567 78.9 % 133,333 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 42,377 56.9 % 27,001 67.5 % 16,119 ​ Food and beverage ​ 88,122 89.6 % 46,490 24.6 % 37,309 ​ Other hotel expenses ​ 126,360 36.2 % 92,793 27.8 % 72,601 ​ Management fees, net ​ 14,028 273.7 % 3,754 123.3 % 1,681 ​ Depreciation and amortization ​ 34,406 0.8 % 34,117 (2.9) % 35,126 ​ Total operating expenses (1)(2) ​ 305,293 49.5 % 204,155 25.4 % 162,836 ​ Performance metrics: ​ ​ ​ ​ Occupancy ​ 69.5 % 25.3 pts 44.2 % 19.2 pts 25.0 % ADR ​ $ 242.71 3.7 % $ 234.15 16.0 % $ 201.82 ​ RevPAR ​ $ 168.73 63.1 % $ 103.47 105.3 % $ 50.40 ​ Total RevPAR ​ $ 402.41 77.8 % $ 226.32 79.4 % $ 126.14 ​ (1) Gaylord Opryland operating expenses do not include a gain on sale of assets of $0.3 million and $1.2 million in 2021 and 2020, respectively.
The results of Gaylord Opryland 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 ​ $ 193,140 8.6 % $ 177,860 63.1 % $ 109,067 ​ Food and beverage ​ 190,992 19.9 % 159,359 117.6 % 73,246 ​ Other hotel revenue ​ 90,752 4.3 % 86,969 54.6 % 56,254 ​ Total revenue ​ 474,884 12.0 % 424,188 77.8 % 238,567 ​ Operating expenses: ​ ​ ​ ​ Rooms ​ 43,112 1.7 % 42,377 56.9 % 27,001 ​ Food and beverage ​ 102,213 16.0 % 88,122 89.6 % 46,490 ​ Other hotel expenses ​ 138,828 9.9 % 126,360 36.2 % 92,793 ​ Management fees, net ​ 21,667 54.5 % 14,028 273.7 % 3,754 ​ Depreciation and amortization ​ 33,510 (2.6) % 34,406 0.8 % 34,117 ​ Total operating expenses (1) ​ 339,330 11.1 % 305,293 49.5 % 204,155 ​ Operating income ​ $ 135,554 ​ 14.0 % $ 118,895 ​ 245.5 % $ 34,412 ​ Performance metrics: ​ ​ ​ ​ Occupancy ​ 73.0 % 3.5 pts 69.5 % 25.3 pts 44.2 % ADR ​ $ 250.96 3.4 % $ 242.71 3.7 % $ 234.15 ​ RevPAR ​ $ 183.22 8.6 % $ 168.73 63.1 % $ 103.47 ​ Total RevPAR ​ $ 450.50 12.0 % $ 402.41 77.8 % $ 226.32 ​ (1) Gaylord Opryland operating expenses do not include a gain on sale of assets of $0.3 million in 2021. 49 Table of Contents ​ Gaylord Palms Results.
The following presents the financial results of our Hospitality segment for the years ended December 31, 2022, 2021 and 2020 (in thousands, except percentages and performance metrics): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 % Change 2021 % Change 2020 Revenues: ​ ​ ​ ​ Rooms ​ $ 595,544 81.1 % $ 328,874 91.5 % $ 171,718 ​ Food and beverage ​ 667,009 138.7 % 279,489 49.0 % 187,538 ​ Other hotel revenue ​ 275,421 54.5 % 178,220 66.9 % 106,789 ​ Total hospitality revenue ​ 1,537,974 95.5 % 786,583 68.8 % 466,045 ​ Hospitality operating expenses: ​ ​ ​ ​ Rooms ​ 155,817 76.6 % 88,244 49.7 % 58,943 ​ Food and beverage ​ 381,142 99.7 % 190,855 30.6 % 146,141 ​ Other hotel expenses ​ 457,291 39.5 % 327,791 25.7 % 260,690 ​ Management fees, net ​ 43,425 209.5 % 14,031 98.6 % 7,066 ​ Depreciation and amortization ​ 189,375 (7.0) % 203,675 2.8 % 198,073 ​ Total Hospitality operating expenses ​ 1,227,050 48.8 % 824,596 22.9 % 670,913 ​ Hospitality operating income (loss) (1)(2) ​ $ 310,924 917.9 % $ (38,013) 81.4 % $ (204,868) ​ Hospitality performance metrics (3): ​ ​ ​ ​ Occupancy ​ 66.2 % 26.7 pts 39.5 % 16.3 pts 23.2 % ADR ​ $ 236.86 7.0 % $ 221.33 10.7 % $ 200.02 ​ RevPAR (4) ​ $ 156.71 79.0 % $ 87.53 88.6 % $ 46.41 ​ Total RevPAR (5) ​ $ 404.69 93.3 % $ 209.34 66.2 % $ 125.95 ​ Net Definite Group Room Nights Booked (6) ​ 1,805,598 50.3 % 1,201,268 253.4 % (783,304) ​ (1) Hospitality segment operating income (loss) does not include preopening costs of $0.7 million and $0.3 million in 2021 and 2020, respectively.
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.
Operating costs at each of our Gaylord Hotels properties were lower for 2021 and 2020 as a result of cost containment initiatives and lower variable costs due to lower occupancies and, for 2020, the temporary property closures that began in late-March 2020 due to the COVID-19 pandemic. Gaylord Opryland Results.
Operating costs at each of our properties were lower for 2021 as a result of cost containment initiatives and lower variable costs due to lower occupancies. Gaylord Opryland Results.
During 2021, our net cash flows provided by operating activities were $111.3 million, primarily reflecting our net loss before depreciation expense, amortization expense and other non-cash charges of approximately $59.4 million and favorable changes in working capital of approximately $51.8 million.
During 2023, our net cash flows provided by operating activities were $557.1 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $500.6 million and favorable changes in working capital of approximately $56.5 million.
The net proceeds we received from the OEG Term Loan 60 Table of Contents were used to repay the outstanding balance of our former Term Loan A. No revolving credit advance was made under the OEG Revolver at closing, and no amounts were outstanding under the OEG Revolver at December 31, 2022. Block 21 CMBS Loan .
The net proceeds we received from the OEG Term Loan were used to repay the outstanding balance of our former term loan A. At December 31, 2023, $296.3 million was outstanding under the OEG Term Loan and $5.0 million was outstanding under the OEG Revolver. Block 21 CMBS Loan .
Not all of the Company’s subsidiaries have guaranteed the Company’s $600 Million 4.50% Senior Notes and $700 Million 4.75% Senior Notes, and the guarantees are structurally subordinated to all indebtedness and other obligations of such subsidiaries that have not guaranteed the Company’s $600 Million 4.50% Senior Notes and $700 Million 4.75% 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, ​ 2022 Total assets ​ $ 1,653,841 ​ ​ ​ ​ Net payables due to non-guarantor subsidiaries ​ ​ 17,709 Other liabilities ​ ​ 1,805,587 Total liabilities ​ $ 1,823,296 Total noncontrolling interest ​ $ 625 ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2022 Revenues from third-parties ​ $ 365 Revenues from non-guarantor subsidiaries ​ ​ 239,283 Operating expenses (excluding expenses to non-guarantor subsidiaries) ​ ​ 118,255 Expenses to non-guarantor subsidiaries ​ ​ 14,259 Operating income ​ ​ 107,134 Interest income from non-guarantor subsidiaries ​ ​ 12,468 Net income ​ ​ 51,539 Net income available to common stockholders ​ ​ 48,865 ​ 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. ​ 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.
(2) Hospitality segment operating loss for 2021 and 2020 includes approximately $4.6 million in net credits and $34.5 million in expenses, respectively, directly related to the COVID-19 pandemic, which are primarily employment costs.
Hospitality segment operating loss for 2021 also does not include gain on sale of assets of $0.3 million. (2) Hospitality segment operating loss for 2021 includes approximately $4.6 million in net credits directly related to the COVID-19 pandemic, which are primarily related to employment costs.
We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy. ​ 44 Table of Contents Summary Financial Results The following table summarizes our financial results for the years ended December 31, 2022, 2021 and 2020 (in thousands, except percentages and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 % Change 2021 % Change 2020 Total revenues ​ $ 1,805,969 92.3 % $ 939,373 79.1 % $ 524,475 Total operating expenses ​ 1,478,819 48.2 % 998,048 20.5 % 828,306 Operating income (loss) ​ 327,150 657.6 % (58,675) 80.7 % (303,831) Net income (loss) ​ 134,948 169.3 % (194,801) 57.7 % (460,821) Net income (loss) available to common stockholders ​ ​ 128,993 ​ 172.9 % (176,966) 57.6 % (417,391) Net income (loss) available to common stockholders per share - diluted ​ 2.33 172.6 % (3.21) 57.7 % (7.59) ​ 2022 Results as Compared to 2021 Results The increase in our total revenues during 2022, as compared to 2021, is attributable to increases in our Hospitality segment and Entertainment segment revenues of $751.4 million and $115.2 million, respectively, as presented in the tables below.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+1 added−2 removed3 unchanged
Biggest changeRisk Related to Changes in Interest Rates At December 31, 2022, borrowings outstanding under the Term Loan B bore interest at an annual rate of LIBOR plus 2.00%. We have hedged our interest rate exposure on $350.0 million of borrowings under the Term Loan B with interest rate swaps that fix the LIBOR portion of interest payments through May 2023.
Biggest changeAt 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.
Summary Based upon our overall market risk exposures at December 31, 2022, 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, 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.
We do not have significant exposure to changing interest rates on invested cash at December 31, 2022. As a result, the interest rate market risk implicit in these investments at December 31, 2022, if any, is low.
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.
At December 31, 2022, borrowings outstanding under the OEG Term Loan bore interest at an annual rate of Adjusted Term 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.
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.
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, 2022 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 $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.
Our primary exposures to market risk are from changes in interest rates, including the rising interest rates experienced in 2022, and changes in asset values of investments that fund our pension plan.
Our primary exposures to market risk are from changes in interest rates, including the rising interest rates experienced in recent years, and changes in asset values of investments that fund our pension plan.
If we do not enter into an additional interest rate swap, and we extend the maturity date of the Gaylord Rockies Loan beyond August 2023, we will be subject to interest rate risk under the Gaylord Rockies Loan from August 2023 through the extended maturity date.
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.
At December 31, 2022, the value of the investments in the pension fund was $52.3 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 $5.2 million.
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.
Removed
If we do not enter into an additional 65 Table of Contents interest rate swap, we will be subject to interest rate risk under the Term Loan B from June 2023 through the May 2024 maturity date. At December 31, 2022, borrowings outstanding under the Gaylord Rockies Loan bore interest at an annual rate of LIBOR plus 2.50%.
Added
Risk 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.
Removed
We have hedged our interest rate exposure with an interest rate swap that fixes the LIBOR portion of interest payments through August 2023.

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