UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-13079

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		73-0664379
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

One Gaylord Drive

Nashville, Tennessee 37214

(Address of Principal Executive Offices)

(Zip Code)

(615) 316-6000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


		Name of Each Exchange on
Title of Each Class	Trading Symbol(s)	Which Registered
Common stock, par value $.01	RHP	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding as of April 30, 2024
Common Stock, par value $.01		59,890,393 shares

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RYMAN HOSPITALITY PROPERTIES, INC.

FORM 10-Q

For the Quarter Ended March 31, 2024

INDEX

		Page

Part I - Financial Information		3

Item 1. Financial Statements.		3

Condensed Consolidated Balance Sheets (Unaudited) – March 31, 2024 and December 31, 2023		3

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - For the Three Months Ended March 31, 2024 and 2023		4

Condensed Consolidated Statements of Cash Flows (Unaudited) - For the Three Months Ended March 31, 2024 and 2023		5

Condensed Consolidated Statements of Equity and Noncontrolling Interest (Unaudited) - For the Three Months Ended March 31, 2024 and 2023		6

Notes to Condensed Consolidated Financial Statements (Unaudited)		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		19

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		43

Item 4. Controls and Procedures.		43

Part II - Other Information		44

Item 1. Legal Proceedings.		44

Item 1A. Risk Factors.		44

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		44

Item 3. Defaults Upon Senior Securities.		44

Item 4. Mine Safety Disclosures.		44

Item 5. Other Information.		44

Item 6. Exhibits.		45

SIGNATURES		46

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PART I – FINANCIAL INFORMATION

ITEM 1. – FINANCIAL STATEMENTS.

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


	March 31,		December 31,
	2024		2023
ASSETS:
Property and equipment, net	$	3,988,172	$	3,955,586
Cash and cash equivalents - unrestricted		465,311		591,833
Cash and cash equivalents - restricted		81,571		108,608
Notes receivable, net		60,645		61,760
Trade receivables, net		125,613		110,029
Deferred income tax assets, net		82,145		81,624
Prepaid expenses and other assets		163,572		154,810
Intangible assets, net		122,270		124,287
Total assets	$	5,089,299	$	5,188,537

LIABILITIES AND EQUITY:
Debt and finance lease obligations	$	3,377,814	$	3,377,028
Accounts payable and accrued liabilities		394,299		464,720
Distributions payable		67,407		67,932
Deferred management rights proceeds		165,070		165,174
Operating lease liabilities		130,180		129,122
Other liabilities		67,257		66,658
Total liabilities		4,202,027		4,270,634
Commitments and contingencies
Noncontrolling interest in consolidated joint venture		353,865		345,126
Equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding		—		—
Common stock, $.01 par value, 400,000 shares authorized, 59,890 and 59,712 shares issued and outstanding, respectively		599		597
Additional paid-in capital		1,485,360		1,502,710
Treasury stock of 668 and 668 shares, at cost		(20,508)		(20,508)
Distributions in excess of retained earnings		(917,538)		(894,259)
Accumulated other comprehensive loss		(17,979)		(19,387)
Total stockholders' equity		529,934		569,153
Noncontrolling interest in Operating Partnership		3,473		3,624
Total equity		533,407		572,777
Total liabilities and equity	$	5,089,299	$	5,188,537

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)


	Three Months Ended
	March 31,
	2024		2023
Revenues:
Rooms	$	173,633	$	161,251
Food and beverage		235,083		215,804
Other hotel revenue		52,754		47,384
Entertainment		66,875		67,280
Total revenues		528,345		491,719

Operating expenses:
Rooms		44,101		42,059
Food and beverage		128,179		115,181
Other hotel expenses		118,813		103,059
Management fees, net		17,962		15,195
Total hotel operating expenses		309,055		275,494
Entertainment		52,587		51,434
Corporate		11,954		10,594
Preopening costs		1,436		190
Gain on sale of assets		(270)		—
Depreciation and amortization		57,202		48,357
Total operating expenses		431,964		386,069

Operating income		96,381		105,650
Interest expense		(60,443)		(42,528)
Interest income		7,522		2,547
Loss on extinguishment of debt		(522)		—
Income (loss) from unconsolidated joint ventures		32		(2,806)
Other gains and (losses), net		321		(236)
Income before income taxes		43,291		62,627
Provision for income taxes		(530)		(1,633)
Net income		42,761		60,994

Net loss attributable to noncontrolling interest in consolidated joint venture		579		763
Net income attributable to noncontrolling interest in Operating Partnership		(284)		(437)
Net income available to common stockholders	$	43,056	$	61,320

Basic income per share available to common stockholders	$	0.72	$	1.11
Diluted income per share available to common stockholders	$	0.67	$	1.02

Comprehensive income, net of taxes	$	44,169	$	54,702
Comprehensive loss, net of taxes, attributable to noncontrolling interest in consolidated joint venture		293		985
Comprehensive income, net of taxes, attributable to noncontrolling interest in Operating Partnership		(293)		(392)
Comprehensive income, net of taxes, available to common stockholders	$	44,169	$	55,295

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Three Months Ended
	March 31,
	2024		2023
Cash Flows from Operating Activities:
Net income	$	42,761	$	60,994
Amounts to reconcile net income to net cash flows provided by operating activities:
Provision (benefit) for deferred income taxes		(488)		767
Depreciation and amortization		57,202		48,357
Amortization of deferred financing costs		2,721		2,674
(Income) loss from unconsolidated joint ventures		(32)		2,806
Stock-based compensation expense		3,862		3,739
Changes in:
Trade receivables		(15,584)		(30,379)
Accounts payable and accrued liabilities		(79,054)		(56,294)
Other assets and liabilities		(3,915)		(953)
Net cash flows provided by operating activities		7,473		31,711

Cash Flows from Investing Activities:
Purchases of property and equipment		(79,430)		(36,771)
Collection of notes receivable		—		2,143
Investment in Circle		—		(4,000)
Other investing activities, net		179		(9,916)
Net cash flows used in investing activities		(79,251)		(48,544)

Cash Flows from Financing Activities:
Repayments under term loan B		(201,250)		(1,250)
Net borrowings under OEG revolving credit facility		17,000		7,000
Repayments under OEG term loan		(750)		(750)
Repayments under Block 21 CMBS loan		(721)		(702)
Repayments under Gaylord Rockies term loan		(800,000)		—
Issuance of senior notes		1,000,000		—
Deferred financing costs paid		(16,815)		—
Payment of distributions		(67,135)		(14,006)
Payment of tax withholdings for share-based compensation		(12,092)		(4,080)
Other financing activities, net		(18)		(84)
Net cash flows used in financing activities		(81,781)		(13,872)

Net change in cash, cash equivalents, and restricted cash		(153,559)		(30,705)
Cash, cash equivalents, and restricted cash, beginning of period		700,441		444,330
Cash, cash equivalents, and restricted cash, end of period	$	546,882	$	413,625

Reconciliation of cash, cash equivalents, and restricted cash to balance sheet:
Cash and cash equivalents - unrestricted	$	465,311	$	318,512
Cash and cash equivalents - restricted		81,571		95,113
Cash, cash equivalents, and restricted cash, end of period	$	546,882	$	413,625

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
AND NONCONTROLLING INTEREST

(Unaudited)

(In thousands)


							Distributions		Accumulated				Noncontrolling				Noncontrolling
			Additional				in Excess of		Other		Total		Interest in				Interest in
	Common		Paid-in		Treasury		Retained		Comprehensive		Stockholders'		Operating		Total		Consolidated
	Stock		Capital		Stock		Earnings		Loss		Equity		Partnership		Equity		Joint Venture
BALANCE, December 31, 2023	$	597	$	1,502,710	$	(20,508)	$	(894,259)	$	(19,387)	$	569,153	$	3,624	$	572,777	$	345,126
Net income (loss)		—		—		—		43,056		—		43,056		284		43,340		(579)
Adjustment of noncontrolling interest to redemption value		—		(9,318)		—		—		—		(9,318)		—		(9,318)		9,318
Other comprehensive income, net of income taxes		—		—		—		—		1,408		1,408		—		1,408		—
Dividends and distributions declared ($1.10 per share)		—		161		—		(66,335)		—		(66,174)		(435)		(66,609)		—
Restricted stock units and stock options surrendered		2		(12,055)		—		—		—		(12,053)		—		(12,053)		—
Equity-based compensation expense		—		3,862		—		—		—		3,862		—		3,862		—
BALANCE, March 31, 2024	$	599	$	1,485,360	$	(20,508)	$	(917,538)	$	(17,979)	$	529,934	$	3,473	$	533,407	$	353,865


							Distributions		Accumulated				Noncontrolling				Noncontrolling
			Additional				in Excess of		Other		Total		Interest in				Interest in
	Common		Paid-in		Treasury		Retained		Comprehensive		Stockholders'		Operating		Total		Consolidated
	Stock		Capital		Stock		Earnings		Loss		Equity		Partnership		Equity		Joint Venture
BALANCE, December 31, 2022	$	552	$	1,102,733	$	(18,467)	$	(978,619)	$	(10,923)	$	95,276	$	625	$	95,901	$	311,857
Net income (loss)		—		—		—		61,320		—		61,320		437		61,757		(763)
Adjustment of noncontrolling interest to redemption value		—		(8,659)		—		—		—		(8,659)		—		(8,659)		8,659
Other comprehensive loss, net of income taxes		—		—		—		—		(6,292)		(6,292)		—		(6,292)		—
Dividends and distributions declared ($0.75 per share)		—		106		—		(41,900)		—		(41,794)		(296)		(42,090)		—
Restricted stock units and stock options surrendered		1		(4,080)		—		—		—		(4,079)		—		(4,079)		—
Equity-based compensation expense		—		3,739		—		—		—		3,739		—		3,739		—
BALANCE, March 31, 2023	$	553	$	1,093,839	$	(18,467)	$	(959,199)	$	(17,215)	$	99,511	$	766	$	100,277	$	319,753

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION:

On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a real estate investment trust (“REIT”) for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These five resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). The Company’s other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National, and effective June 30, 2023, the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”).

The Company also owns a controlling 70% equity interest in a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which the Company reports as its Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; Category 10, a Luke Combs-themed bar, music venue and event space currently under construction; and Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”).

The Company consolidates the assets, liabilities and results of operations of OEG in the accompanying condensed consolidated financial statements. The portion of OEG that the Company does not own is recorded as noncontrolling interest in consolidated joint venture, which is classified as mezzanine equity in the accompanying condensed consolidated balance sheet, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statement of equity and noncontrolling interest. See Note 3, “Income Per Share,” for further disclosure.

The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.

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

Newly Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures,” requiring public entities to provide disclosures of significant segment expenses and other segment items, as well as to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is applied

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retrospectively and will be effective for the Company for fiscal year 2024 and for interim periods beginning in fiscal year 2025. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures,” requiring public entities to provide additional information in the rate reconciliation, to disclose annually income taxes paid disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is applied prospectively, but with the option to apply retrospectively, and will be effective for the Company for fiscal year 2025. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.

2. REVENUES:

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

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


	Three Months Ended
	March 31,
	2024		2023
Hotel group rooms	$	131,401	$	120,513
Hotel transient rooms		42,232		40,738
Hotel food and beverage - banquets		175,450		160,499
Hotel food and beverage - outlets		59,633		55,305
Hotel other		52,754		47,384
Entertainment admissions/ticketing		22,566		22,156
Entertainment food and beverage		25,270		24,066
Entertainment retail and other		19,039		21,058
Total revenues	$	528,345	$	491,719

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


	Three Months Ended
	March 31,
	2024		2023
Gaylord Opryland	$	103,835	$	111,806
Gaylord Palms		85,463		84,546
Gaylord Texan		84,902		86,398
Gaylord National		68,274		72,772
Gaylord Rockies		63,822		64,047
JW Marriott Hill Country		49,941		—
AC Hotel		2,822		2,211
Inn at Opryland and other		2,411		2,659
Total Hospitality segment revenues	$	461,470	$	424,439

The majority of the Company’s Entertainment segment revenues are concentrated in Nashville, Tennessee and Austin, Texas.

The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms and advanced ticketing at its OEG venues. At March 31, 2024 and December 31, 2023, the Company had $188.5 million and $159.8 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, 2023, approximately $82.8 million was recognized in revenue during the three months ended March 31, 2024.

3. INCOME PER SHARE:

The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data):


		Three Months Ended
		March 31,
		2024		2023
Numerator:
Net income available to common stockholders	$	43,056	$	61,320
Net loss attributable to noncontrolling interest in consolidated joint venture		(579)		(763)
Net income available to common stockholders - if-converted method	$	42,477	$	60,557

Denominator:
Weighted average shares outstanding - basic		59,739		55,182
Effect of dilutive stock-based compensation		430		281
Effect of dilutive put rights		3,235		3,863
Weighted average shares outstanding - diluted		63,404		59,326

Basic income per share available to common stockholders	$	0.72	$	1.11
Diluted income per share available to common stockholders	$	0.67	$	1.02

As more fully discussed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, although currently not exercisable, the minority investor of OEG has certain put rights (the “OEG Put Rights”) to require the Company to purchase the minority investor’s equity interest in OEG, which the Company may pay in cash or Company stock at the Company’s option. The Company calculated potential dilution for the OEG Put Rights based on the if-converted method, which assumes the OEG Put Rights were

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converted on the first day of the period or the date of issuance and the minority investor’s noncontrolling equity interest was redeemed in exchange for shares of the Company’s common stock.

The operating partnership units (“OP Units”) held by the noncontrolling interest holders in RHP Hotel Properties, LP (the “Operating Partnership”) have been excluded from the denominator of the diluted income per share calculation for the three months ended March 31, 2024 and 2023 as there would be no effect on the calculation of diluted income per share because the income attributable to the OP Units held by the noncontrolling interest holders would also be added to derive net income available to common stockholders.

4. ACCUMULATED OTHER COMPREHENSIVE LOSS:

The Company’s balance in accumulated other comprehensive loss is comprised of amounts related to the Company’s frozen noncontributory defined benefit pension plan, interest rate derivatives designated as cash flow hedges related to the Company’s outstanding debt as discussed in Note 7, “Debt,” and amounts related to an other-than-temporary impairment of a held-to-maturity investment that existed prior to 2020 with respect to the notes receivable discussed in Note 6, “Notes Receivable,” to the condensed consolidated financial statements included herein.

Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2024 and 2023 consisted of the following (in thousands):


			Other-Than-
	Minimum		Temporary
	Pension		Impairment of		Interest Rate
	Liability		Investment		Derivatives		Total
Balance, December 31, 2023	$	(15,187)	$	(2,878)	$	(1,322)	$	(19,387)
Gains arising during period		—		—		1,975		1,975
Amounts reclassified from accumulated other comprehensive loss		(107)		53		(547)		(601)
Income tax benefit		34		—		—		34
Net other comprehensive income (loss)		(73)		53		1,428		1,408
Balance, March 31, 2024	$	(15,260)	$	(2,825)	$	106	$	(17,979)


			Other-Than-
	Minimum		Temporary
	Pension		Impairment of		Interest Rate
	Liability		Investment		Derivatives		Total
Balance, December 31, 2022	$	(18,021)	$	(3,087)	$	10,185	$	(10,923)
Losses arising during period		—		—		(1,010)		(1,010)
Amounts reclassified from accumulated other comprehensive loss		(67)		53		(5,268)		(5,282)
Net other comprehensive income (loss)		(67)		53		(6,278)		(6,292)
Balance, March 31, 2023	$	(18,088)	$	(3,034)	$	3,907	$	(17,215)

5. PROPERTY AND EQUIPMENT:

Property and equipment at March 31, 2024 and December 31, 2023 is recorded at cost, with the exception of right-of-use finance lease assets and the initial value assigned to assets acquired in an acquisition, and summarized as follows (in thousands):


	March 31,		December 31,
	2024		2023
Land and land improvements	$	607,120	$	605,500
Buildings		4,406,834		4,396,302
Furniture, fixtures and equipment		1,189,995		1,138,769
Right-of-use finance lease assets		1,097		1,793
Construction-in-progress		147,548		122,923
		6,352,594		6,265,287
Accumulated depreciation and amortization		(2,364,422)		(2,309,701)
Property and equipment, net	$	3,988,172	$	3,955,586

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6. NOTES RECEIVABLE:

As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, in connection with the development of Gaylord National, the Company holds two issuances of governmental bonds (“Series A bond” and “Series B bond”) with a total carrying value and approximate fair value of $60.6 million and $61.8 million at March 31, 2024 and December 31, 2023, respectively, net of credit loss reserve of $38.0 million at each of March 31, 2024 and December 31, 2023. The Company receives debt service and principal payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity dates of July 1, 2034 and September 1, 2037, respectively. The Company records interest income over the life of the notes using the effective interest method.

The Company has the intent and ability to hold these bonds to maturity. The Company’s quarterly assessment of credit losses considers the estimate of projected tax revenues that will service the bonds over their remaining terms. These tax revenue projections are updated each quarter to reflect updated industry projections as to future anticipated operations of the hotel. As a result of reduced tax revenue projections over the life of the bonds as well as certain cumulative priority payments due to others, the Series B bond is fully reserved. The Series A bond is of higher priority than other tranches which fall between the Company’s two issuances.

During the three months ended March 31, 2024 and 2023, the Company recorded interest income of $1.2 million and $1.3 million, respectively, on these bonds. The Company received payments of $2.4 million and $4.7 million during the three months ended March 31, 2024 and 2023, respectively, relating to these bonds. Before consideration of the credit loss reserve, accrued interest receivable included as a component of the carrying value of notes receivable is $39.9 million and $41.0 million at March 31, 2024 and December 31, 2023, respectively.

7. DEBT:

The Company’s debt and finance lease obligations at March 31, 2024 and December 31, 2023 consisted of (in thousands):


	March 31,		December 31,
	2024		2023
$700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027	$	—	$	—
$500M Term Loan B, interest at SOFR plus 2.75%, maturing May 18, 2030		295,000		496,250
$400M Senior Notes, interest at 7.25%, maturing July 15, 2028		400,000		400,000
$600M Senior Notes, interest at 4.50%, maturing February 15, 2029		600,000		600,000
$700M Senior Notes, interest at 4.75%, maturing October 15, 2027		700,000		700,000
$1B Senior Notes, interest at 6.50%, maturing April 1, 2032		1,000,000		—
$800M Gaylord Rockies Term Loan, interest at SOFR plus 2.50%, maturing July 2, 2024		—		800,000
$300M OEG Term Loan, interest at SOFR plus 5.00%, maturing June 16, 2029		295,500		296,250
$65M OEG Revolver, interest at SOFR plus 4.25%, maturing June 16, 2027		22,000		5,000
Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026		131,150		131,871
Finance lease obligations		117		138
Unamortized deferred financing costs		(52,430)		(38,309)
Unamortized discounts and premiums, net		(13,523)		(14,172)
Total debt	$	3,377,814	$	3,377,028

Amounts due within one year of the balance sheet date consist of the amortization payments for the $500 million term loan B of 1.0% of the original principal balance, amortization payments for the $300 million OEG term loan of 1.0% of the original principal balance, and amortization of the Block 21 CMBS Loan based on a 30-year amortization.

At March 31, 2024, there were no defaults under the covenants related to the Company’s outstanding debt.

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$1 Billion 6.50% Senior Notes due 2032

On March 28, 2024, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $1.0 billion in aggregate principal amount of 6.50% senior notes due 2032 (the “$1 Billion 6.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Company’s credit agreement.

The $1 Billion 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $1 Billion 6.50% Senior Notes have a maturity date of April 1, 2032 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on April 1 and October 1 each year, beginning on October 1, 2024. The $1 Billion 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the Company’s $700 million in aggregate principal amount of 4.75% senior notes due 2027, $400 million in aggregate principal amount of 7.25% senior notes due 2028 and $600 million in aggregate principal amount of 4.50% senior notes due 2029, and senior in right of payment to future subordinated indebtedness, if any.

The $1 Billion 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $1 Billion 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $1 Billion 6.50% Senior Notes.

The net proceeds from the issuance of the $1 Billion 6.50% Senior Notes totaled approximately $983 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used a portion of these net proceeds to prepay the indebtedness outstanding under its previous $800.0 million Gaylord Rockies term loan and used the remaining proceeds, together with cash on hand, to pay down $200.0 million under its existing $500.0 million senior secured term loan B (the “Term Loan B”).

The $1 Billion 6.50% Senior Notes are redeemable before April 1, 2027, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $1 Billion 6.50% Senior Notes will be redeemable, in whole or in part, at any time on or after April 1, 2027 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.250%, 101.625%, and 100.000% beginning on April 1 of 2027, 2028, and 2029, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

Previous $800 Million Gaylord Rockies Term Loan

In July 2019, Aurora Convention Center Hotel, LLC and Aurora Convention Center Hotel Lessee, LLC, the entities that comprise Gaylord Rockies, entered into a Second Amended and Restated Loan Agreement (the “Gaylord Rockies Loan”) with Wells Fargo Bank, National Association, as administrative agent. The Gaylord Rockies Loan consisted of an $800.0 million secured term loan facility, with a maturity date of July 2, 2024 with two, one-year extension options, subject to certain requirements in the Gaylord Rockies Loan, and bore interest at Adjusted Daily Simple SOFR plus 2.50%. The Company previously entered into an interest rate swap to fix the SOFR portion of the interest rate at 5.2105% for the fifth year of the loan. The Company designated this interest rate swap as an effective cash flow hedge.

On March 28, 2024, the Company paid off the Gaylord Rockies Loan with proceeds from the $1 Billion 6.50% Senior Notes discussed above and terminated the interest rate swap.

Term Loan B

On April 12, 2024, the Company entered into an Incremental Tranche B Term Loan Agreement (the “Incremental Agreement”), which supplements the Company’s credit agreement. The Incremental Agreement reduces the applicable

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interest rate margins for the loans advanced under the refinanced Term Loan B. The applicable interest rate margins for the refinanced Term Loan B under the Incremental Agreement are (i) 2.25% for SOFR Loans (as defined in the Company’s credit agreement) and (ii) 1.25% for base rate loans. The Incremental Agreement did not change the maturity dates under the Company’s credit agreement or result in any increase in principal indebtedness. In addition, the Incremental Agreement confirms that the annual amortization under the Term Loan B is 1% of the refinanced $295.0 million outstanding principal amount, with the balance due at maturity.

Interest Rate Derivatives

The Company has entered into or previously entered into interest rate swaps to manage interest rate risk associated with the previous Gaylord Rockies $800 million term loan and a portion of the $300 million OEG term loan. Each swap has been designated as a cash flow hedge whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. The Company does not use derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges.

For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $0.4 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense in the next twelve months.

In March 2024, as discussed above, the Company paid off the Gaylord Rockies Loan and subsequently terminated the associated interest rate swap. The Company received approximately $0.2 million from the counterparty to the swap, which has been recorded as a reduction in interest expense for the three months ended March 31, 2024.

The estimated fair value of the Company’s derivative financial instruments at March 31, 2024 and December 31, 2023 is as follows (in thousands):

Estimated Fair Value

Asset (Liability) Balance

Strike

Notional

March 31,

December 31,

Hedged Debt

Type

Rate

Index

Maturity Date

Amount

2024

2023

Gaylord Rockies Term Loan

Interest Rate Swap

5.2105%

Daily SOFR

July 2, 2024

800,000

(474)

OEG Term Loan

Interest Rate Swap

4.5330%

3-month SOFR

December 18, 2025

100,000

106

(848)

106

(1,322)

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

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


	Amount of Gain (Loss)					Amount of Gain (Loss)
	Recognized in OCI					Reclassified from Accumulated
	on Derivatives				Location of Gain (Loss)	OCI into Income (Expense)
	Three Months Ended				Reclassified from	Three Months Ended
	March 31,				Accumulated OCI	March 31,
	2024		2023		into Income (Expense)	2024		2023
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	1,975	$	(1,010)	Interest expense	$	547	$	5,268
Total derivatives	$	1,975	$	(1,010)		$	547	$	5,268

Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended March 31, 2024 and 2023 was $60.4 million and $42.5 million, respectively.

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As of March 31, 2024, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. In addition, the Company has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

8. DEFERRED MANAGEMENT RIGHTS PROCEEDS:

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

9. LEASES:

The Company is a lessee of a 65.3-acre site in Osceola County, Florida on which Gaylord Palms is located; building or land leases for Ole Red Gatlinburg, Ole Red Orlando, Ole Red Tishomingo, Ole Red Nashville International Airport and Ole Red Las Vegas; and various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074, which may be extended through January 2101, at the Company’s discretion. The leases for Ole Red locations range from five to ten years, with renewal options ranging from five to fifty-five years, at the Company’s discretion, with the exception of Ole Red Nashville International Airport, which has no extension option. Extension options are not considered reasonably assured to be exercised and, as a result, are not included in the Company’s calculation of its right-of-use assets and lease liabilities.

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

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

The Company’s lease costs for the three months ended March 31, 2024 and 2023 are as follows (in thousands):


	Three Months Ended
	March 31,
	2024		2023
Operating lease cost	$	4,666	$	4,657
Finance lease cost:
Amortization of right-of-use assets		48		31
Interest on lease liabilities		1		6
Net lease cost	$	4,715	$	4,694

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Future minimum lease payments under non-cancelable leases at March 31, 2024 are as follows (in thousands):


	Operating		Finance
	Leases		Leases
Year 1	$	9,887	$	72
Year 2		9,587		38
Year 3		9,683		9
Year 4		9,627		—
Year 5		9,087		—
Years thereafter		553,898		—
Total future minimum lease payments		601,769		119
Less amount representing interest		(471,589)		(2)
Total present value of minimum payments	$	130,180	$	117

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


Weighted-average remaining lease term:
Operating leases	42.7	years
Finance leases	1.8	years
Weighted-average discount rate:
Operating leases	7.0	%
Finance leases	2.4	%

10. STOCK PLANS:

During the three months ended March 31, 2024, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of $121.75 per unit. There were 0.4 million and 0.6 million restricted stock units outstanding at March 31, 2024 and December 31, 2023.

Compensation expense for the Company’s stock-based compensation plans was $3.9 million and $3.7 million for the three months ended March 31, 2024 and 2023, respectively.

11. INCOME TAXES:

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

For the three months ended March 31, 2024 and 2023, the Company recorded an income tax provision of $0.5 million and $1.6 million, respectively, related to its TRSs.

At March 31, 2024 and December 31, 2023, the Company had no unrecognized tax benefits.

12. COMMITMENTS AND CONTINGENCIES:

In connection with the purchase of Block 21, the Company provided limited guarantees to the Block 21 lenders under the Block 21 CMBS Loan via a guaranty agreement, a guaranty of completion agreement and an environmental indemnity.

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

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On April 9, 2024, the Company received service of process in a lawsuit naming the Company and a subsidiary as co-defendants with Marriott, as the manager, and multiple contractors in a personal injury lawsuit filed by individual plaintiffs in Colorado state court. The lawsuit relates to a May 2023 incident at the Gaylord Rockies indoor pool amenity involving the collapse of HVAC equipment. The complaint requests an unspecified amount of damages related to alleged injuries to two guests. The Company intends to vigorously defend the lawsuit and believes it has strong defenses. The lawsuit is in its early stages so the Company cannot predict its likely outcome or estimate the range of possible loss, but the Company does not believe that the outcome will have a material impact on the Company’s financial position.

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

13. EQUITY

Dividends

On February 22, 2024, the Company’s board of directors declared the Company’s first quarter 2024 cash dividend in the amount of $1.10 per share of common stock, or an aggregate of approximately $66.3 million in cash, which was paid on April 15, 2024 to stockholders of record as of the close of business on March 29, 2024. Any future dividend is subject to the Company’s board of directors’ determination as to the amount of distributions and the timing thereof.

Noncontrolling Interest in the Operating Partnership

The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. At March 31, 2024, 0.4 million outstanding OP Units, or 0.7% of the outstanding OP Units, were held by the noncontrolling limited partners and are included as a component of equity in the accompanying condensed consolidated balance sheets. The Company owns, directly or indirectly, the remaining 99.3% of the outstanding OP Units.

14. FAIR VALUE MEASUREMENTS:

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

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

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

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

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The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, were as follows (in thousands):


			Markets for		Observable		Unobservable
	March 31,		Identical Assets		Inputs		Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	34,875	$	34,875	$	—	$	—
Variable to fixed interest rate swaps		106		—		106		—
Total assets measured at fair value	$	34,981	$	34,875	$	106	$	—


			Markets for		Observable		Unobservable
	December 31,		Identical Assets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	33,073	$	33,073	$	—	$	—
Total assets measured at fair value	$	33,073	$	33,073	$	—	$	—

Variable to fixed interest rate swaps	$	1,322	$	—	$	1,322	$	—
Total liabilities measured at fair value	$	1,322	$	—	$	1,322	$	—

The remainder of the assets and liabilities held by the Company at March 31, 2024 are not required to be recorded at fair value, and financial assets and liabilities approximate fair value, except as described below.

The Company has outstanding $600.0 million in aggregate principal amount of $600 million 4.50% senior notes. The carrying value of these notes at March 31, 2024 was $593.3 million, net of unamortized deferred financing costs (“DFCs”). The fair value of these notes, based upon quoted market prices (Level 1), was $560.4 million at March 31, 2024.

The Company has outstanding $700.0 million in aggregate principal amount of $700 million 4.75% senior notes. The carrying value of these notes at March 31, 2024 was $695.2 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was $673.2 million at March 31, 2024.

15. FINANCIAL REPORTING BY BUSINESS SEGMENTS:

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

●

Hospitality, which includes the Gaylord Hotels properties, JW Marriott Hill Country (effective June 30, 2023), the Inn at Opryland and the AC Hotel;

●

Entertainment, which includes the OEG business, specifically the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Category 10 and Block 21; and

●

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

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


	Three Months Ended
	March 31,
	2024		2023
Revenues:
Hospitality	$	461,470	$	424,439
Entertainment		66,875		67,280
Corporate and Other		—		—
Total	$	528,345	$	491,719

Depreciation and amortization:
Hospitality	$	50,230	$	42,875
Entertainment		6,740		5,265
Corporate and Other		232		217
Total	$	57,202	$	48,357

Operating income (loss):
Hospitality	$	102,185	$	106,070
Entertainment		7,548		10,581
Corporate and Other		(12,186)		(10,811)
Preopening costs		(1,436)		(190)
Gain on sale of assets		270		—
Total operating income		96,381		105,650

Interest expense		(60,443)		(42,528)
Interest income		7,522		2,547
Loss on extinguishment of debt		(522)		—
Income (loss) from unconsolidated joint ventures		32		(2,806)
Other gains and (losses), net		321		(236)
Income before income taxes	$	43,291	$	62,627


	March 31,		December 31,
	2024		2023
Total assets:
Hospitality	$	3,975,307	$	4,039,804
Entertainment		635,914		610,663
Corporate and Other		478,078		538,070
Total assets	$	5,089,299	$	5,188,537

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Ryman Hospitality Properties, Inc. (“Ryman”) is a Delaware corporation that conducts its operations so as to maintain its qualification as a real estate investment trust (“REIT”) for federal income tax purposes. The Company (as defined below) conducts its business through an umbrella partnership REIT, in which all of its assets are held by, and operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”). RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being a co-issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and the Operating Partnership’s subsidiaries. Neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form 10-Q and Ryman’s other reports, documents or other information filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this report, we use the terms the “Company,” “we” or “our” to refer to Ryman Hospitality Properties, Inc. and its subsidiaries unless the context indicates otherwise.

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report and our audited consolidated financial statements and related notes for the year ended December 31, 2023, included in our Annual Report on Form 10-K that was filed with the SEC on February 23, 2024.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern our goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not necessarily based on historical facts. Without limitation, you can identify these statements by the fact that they do not relate strictly to historical or current facts, and these statements may contain words such as “may,” “will,” “could,” “should,” “might,” “projects,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “continue,” “estimate,” or “pursue,” or the negative or other variations thereof or comparable terms. In particular, they include statements relating to, among other things, future actions, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results. These also include statements regarding (i) the future performance of our business, anticipated business levels and our anticipated financial results during future periods, and other business or operational issues; (ii) the effect of our election to be taxed as a REIT and maintain REIT status for federal income tax purposes; (iii) the holding of our non-qualifying REIT assets in one or more taxable REIT subsidiaries (“TRSs”); (iv) our dividend policy, including the frequency and amount of any dividend we may pay; (v) our strategic goals and potential growth opportunities, including future expansion of the geographic diversity of our existing asset portfolio through acquisitions and investment in joint ventures; (vi) Marriott International, Inc.’s (“Marriott”) ability to effectively manage our hotels and other properties; (vii) our anticipated capital expenditures and investments; (viii) the potential operating and financial restrictions imposed on our activities under existing and future financing agreements including our credit facility and other contractual arrangements with third parties, including management agreements with Marriott; (ix) our ability to borrow available funds under our credit facility; (x) our expectations about successfully amending the agreements governing our indebtedness should the need arise; (xi) the effects of inflation and increased costs on our business and on our customers, including group customers at our hotels; and (xii) any other business or operational matters. We have based these forward-looking statements on our current expectations and projections about future events.

We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, risks and uncertainties associated with economic conditions affecting the hospitality business generally, the geographic concentration of our hotel properties, business levels at our hotels, the effects of inflation on our business, including the effects on costs of labor and supplies and effects on group customers at our hotels and customers in our OEG businesses, our ability to remain qualified as a REIT, our ability to execute our

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strategic goals as a REIT, our ability to generate cash flows to support dividends, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, our ability to borrow funds pursuant to our credit agreements and to refinance indebtedness and/or to successfully amend the agreements governing our indebtedness in the future, changes in interest rates, and those factors described elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2023 or described from time to time in our other reports filed with the SEC.

Any forward-looking statement made in this Quarterly Report on Form 10-Q speaks only as of the date on which the statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements we make in this Quarterly Report on Form 10-Q, except as may be required by law.

Overview

We operate as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. Our core holdings include a network of five upscale, meetings-focused resorts totaling 9,917 rooms that are managed by Marriott under the Gaylord Hotels brand. 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. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). 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”).

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. Our Gaylord Hotels properties focus on the large group meetings market in the United States.

We also own a controlling 70% equity interest in a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which we report as our Entertainment segment. 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; Category 10, a Luke Combs-themed bar, music venue and event space currently under construction; and Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”).

See “Cautionary Note Regarding Forward-Looking Statements” in this Item 2 and Item 1A, “Risk Factors,” in Part II of this Quarterly Report on Form 10-Q and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2023 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.

Issuance of $1 Billion 6.50% Senior Notes due 2032

In March 2024, the Operating Partnership and Finco completed the private placement of $1.0 billion in aggregate principal amount of 6.50% senior notes due 2032 (the “$1 Billion 6.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee our credit agreement.

The net proceeds from the issuance of the $1 Billion 6.50% Senior Notes totaled approximately $983 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used a portion of these net proceeds to prepay the indebtedness outstanding under our previous Gaylord Rockies $800.0 million term loan and used the remaining proceeds, together with cash on hand, to repay $200.0 million under our $500.0 million term loan B.

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Dividend Policy

Our board of directors has 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 dividend policy may be altered at any time by our board of directors (as otherwise permitted by our credit agreement) and certain provisions of our agreements governing our other indebtedness may prohibit us from paying dividends in accordance with any policy we may adopt.

Our Long-Term Strategic Plan

Our goal is to be the nation’s premier hospitality REIT for group-oriented meeting hotel assets in urban and resort markets.

Existing Hotel Property Design. Our Gaylord Hotels properties focus on the large group meetings market in the United States and incorporate meeting and exhibition space, signature guest rooms, food and beverage offerings, fitness and spa facilities and other attractions within a large hotel property so attendees’ needs are met in one location. We believe this strategy creates a better experience for both meeting planners and guests and has led to our current Gaylord Hotels properties claiming a place among the leading convention hotels in the country.

Expansion of Hotel Asset Portfolio. Part of our long-term growth strategy includes acquisitions or developments of other hotels, particularly in the group meetings sector of the hospitality industry, either alone or through joint ventures or alliances with one or more third parties. We will consider attractive investment opportunities which meet our acquisition parameters, specifically, group-oriented large hotels and overflow hotels with existing or potential leisure appeal. We are generally interested in highly accessible upper-upscale or luxury assets with over 400 hotel rooms in urban and resort group destination markets. 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. 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. In 2021, we completed the $158 million expansion of Gaylord Palms, and we also completed the renovation of all of the guestrooms at Gaylord National. In 2022, we completed a re-concepting of the food and beverage options at Gaylord National and began a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers. In early 2024, we identified over $1 billion in capital investment opportunities across our entire hotel portfolio, comprised of projects that we anticipate completing in phases through 2027.

Leverage Brand Name Awareness. We believe the Grand Ole Opry is one of the most recognized entertainment brands in the United States. We promote the Grand Ole Opry name through various media, including our WSM-AM radio station, the Internet and television, and through performances by the Grand Ole Opry’s members, many of whom are renowned country music artists. As such, we have alliances in place with multiple distribution partners in an effort to foster brand extension. We believe that licensing our brand for products may provide an opportunity to increase revenues and cash flow with relatively little capital investment. 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, purchased Block 21, and in April 2023 announced a partnership with Luke Combs for Category 10, an entertainment venue concept expected to have a phased opening beginning later in 2024. Further, in 2022, we completed a strategic transaction to sell a minority interest in OEG to an affiliate of Atairos Group, Inc. and its strategic partner NBCUniversal Media, LLC, who we believe will be able to help us expand the distribution of our OEG brands.

Short-Term Capital Allocation. Our short-term capital allocation strategy is focused on returning capital to stockholders through the payment of dividends, in addition to investing in our assets and operations. Our dividend policy provides that 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.

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Our Operations

Our ongoing operations are organized into three principal business segments:

●

Hospitality, consisting of our Gaylord Hotels properties, JW Marriott Hill Country (effective June 30, 2023), the Inn at Opryland and the AC Hotel.

●

Entertainment, consisting of the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Category 10, Block 21, and our other Nashville-based attractions.

●

Corporate and Other, consisting of our corporate expenses.

For the three months ended March 31, 2024 and 2023, our total revenues were divided among these business segments as follows:


	Three Months Ended
	March 31,
Segment	2024		2023
Hospitality	87	%	86	%
Entertainment	13	%	14	%
Corporate and Other	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. These factors impact the price that Marriott can charge for our hotel rooms and other amenities, such as food and beverage and meeting space. The following key performance indicators are commonly used in the hospitality industry and are used by management to evaluate hotel performance and allocate capital expenditures:

●

hotel occupancy – a volume indicator calculated by dividing total rooms sold by total rooms available;

●

average daily rate (“ADR”) – a price indicator calculated by dividing room revenue by the number of rooms sold;

●

revenue per available room (“RevPAR”) – a summary measure of hotel results calculated by dividing room 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 group room nights booked – a volume indicator which represents the total number of definite group bookings for future room nights at our hotels confirmed during the applicable period, net of cancellations.

We also use certain “non-GAAP financial measures,” which are measures of our historical performance that are not calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), within the meaning of applicable SEC rules. These measures include:

●

Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), Adjusted EBITDAre and Adjusted EBITDAre, 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 unit holders.

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See “Non-GAAP Financial Measures” below for further discussion.

The results of operations of our Hospitality segment are affected by the number and type of group meetings and conventions scheduled to attend our hotels in a given period. A variety of factors can affect the results of any interim period, including the nature and quality of the group meetings and conventions attending our hotels during such period, which meetings and conventions (and applicable room rates) have often been contracted for several years in advance, seasonality, the level of attrition our hotels experience, and the level of transient business at our hotels during such period. Increases in costs, including labor costs, costs of food and other supplies, and energy costs can negatively affect our results, particularly during an inflationary economic environment. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.

Selected Financial Information

The following table contains our unaudited selected summary financial data for the three months ended March 31, 2024 and 2023. The table also shows the percentage relationships to total revenues and, in the case of segment operating income, its relationship to segment revenues (in thousands, except percentages).


	Unaudited
	Three Months Ended March 31,
	2024		%		2023		%
Income Statement Data:
REVENUES:
Rooms	$	173,633	32.9	%	$	161,251	32.8	%
Food and beverage		235,083	44.5	%		215,804	43.9	%
Other hotel revenue		52,754	10.0	%		47,384	9.6	%
Entertainment		66,875	12.7	%		67,280	13.7	%
Total revenues		528,345	100.0	%		491,719	100.0	%
OPERATING EXPENSES:
Rooms		44,101	8.3	%		42,059	8.6	%
Food and beverage		128,179	24.3	%		115,181	23.4	%
Other hotel expenses		118,813	22.5	%		103,059	21.0	%
Hotel management fees, net		17,962	3.4	%		15,195	3.1	%
Entertainment		52,587	10.0	%		51,434	10.5	%
Corporate		11,954	2.3	%		10,594	2.2	%
Preopening costs		1,436	0.3	%		190	0.0	%
Gain on sale of assets		(270)	(0.1)	%		—	—	%
Depreciation and amortization:
Hospitality		50,230	9.5	%		42,875	8.7	%
Entertainment		6,740	1.3	%		5,265	1.1	%
Corporate and Other		232	0.0	%		217	0.0	%
Total depreciation and amortization		57,202	10.8	%		48,357	9.8	%
Total operating expenses		431,964	81.8	%		386,069	78.5	%
OPERATING INCOME (LOSS):
Hospitality		102,185	22.1	%		106,070	25.0	%
Entertainment		7,548	11.3	%		10,581	15.7	%
Corporate and Other		(12,186)	(A)			(10,811)	(A)
Preopening costs		(1,436)	(0.3)	%		(190)	(0.0)	%
Gain on sale of assets		270	0.1	%		—	—	%
Total operating income		96,381	18.2	%		105,650	21.5	%
Interest expense		(60,443)	(A)			(42,528)	(A)
Interest income		7,522	(A)			2,547	(A)
Loss on extinguishment of debt		(522)	(A)			—	(A)
Income (loss) from unconsolidated joint ventures		32	(A)			(2,806)	(A)
Other gains and (losses), net		321	(A)			(236)	(A)
Provision for income taxes		(530)	(A)			(1,633)	(A)
Net income		42,761	(A)			60,994	(A)
Net loss attributable to noncontrolling interest in consolidated joint venture		579	(A)			763	(A)
Net income attributable to noncontrolling interest in the Operating Partnership		(284)	(A)			(437)	(A)
Net income available to common stockholders	$	43,056	(A)		$	61,320	(A)

(A)	These amounts have not been shown as a percentage of revenue because they have no relationship to revenue.

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Summary Financial Results

Results of Operations

The following table summarizes our financial results for the three months ended March 31, 2024 and 2023 (in thousands, except percentages and per share data):


	Three Months Ended
	March 31,
					%
	2024		2023		Change
Total revenues	$	528,345	$	491,719	7.4	%
Total operating expenses		431,964		386,069	11.9	%
Operating income		96,381		105,650	(8.8)	%
Net income		42,761		60,994	(29.9)	%
Net income available to common stockholders		43,056		61,320	(29.8)	%
Net income available to common stockholders per share - diluted		0.67		1.02	(34.3)	%

Total Revenues

The increase in our total revenues for the three months ended March 31, 2024, as compared to the same period in 2023, is attributable to an increase in our Hospitality segment of $37.0 million due to the acquisition of JW Marriott Hill Country on June 30, 2023, partially offset by a decrease in our Entertainment segment of $0.4 million, as presented in the tables below.

Total Operating Expenses

The increase in our total operating expenses for the three months ended March 31, 2024, as compared to the same period in 2023, is primarily the result of an increase in our Hospitality segment of $33.6 million and an increase in depreciation expense of $8.8 million, each primarily due to the acquisition of JW Marriott Hill Country on June 30, 2023, as presented in the tables below.

Net Income

Our $18.2 million decrease in net income for the three months ended March 31, 2024, as compared to the same period in 2023, was primarily due to the changes in our revenues and operating expenses reflected above, and a $17.9 million increase in interest expense in the 2024 period, as compared to the 2023 period, as described more fully below.

Factors and Trends Contributing to Performance and Current Environment

Important factors and trends contributing to our performance during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, were:

●

The addition of JW Marriott Hill Country, including $49.9 million in revenues; the property averaged $198.40 in RevPAR and $547.72 in Total RevPAR.

●

A decrease in same-store (Hospitality segment excluding JW Marriott Hill Country) group rooms traveled in the 2024 period of 4.6%, as compared to the 2023 period, as the Easter holiday shift from April in the previous year to March in the current year negatively impacted group business in the 2024 period.

●

An increase in same-store ADR of 2.9% in the 2024 period, as compared to the 2023 period, reflective of our continued pricing strategy.

●

A same-store decrease of 2.7% in outside-the-room spending at our hotels in the 2024 period, as compared to the 2023 period, primarily as a result of the Easter holiday shift.

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●

A same-store decrease of 39.4% in net definite group room nights booked at our hotels in the 2024 period, as compared to the 2023 period, primarily due to timing, as the fourth quarter of 2023 was the highest booking quarter on record.

●

Same-store in-the-year-for-the-year cancelled room nights at our hotels decreased 62.2% in the 2024 period, as compared to the 2023 period.

●

A same-store decrease in transient room nights traveled in the 2024 period of 12.6%, as compared to the 2023 period, as we experienced some softness in transient demand in the latter half of the quarter in several of our markets.

●

An increase in Entertainment revenue in the 2024 period, as compared to the 2023 period, related to Ole Red Las Vegas, which opened in January 2024, offset primarily by a decrease related to the closure of the Wildhorse Saloon as it is being rebranded as Category 10 and a decrease at the W Austin Hotel primarily as a result of the disruption caused by the ongoing construction enhancements at the property.

Other important factors and trends for the three months ended, and as of, March 31, 2024 include:

●

On a same-store basis, group room nights on the books for all future years at our hotels at March 31, 2024 are 3.2% ahead of those on the books at the same point in 2023. In addition, the ADR on those group nights on the books at March 31, 2024 is 6.2% higher than the same point in 2023.

●

Our strong revenues in recent periods have partially mitigated increasing costs in the current inflationary environment, which include increased interest rates, which drove higher interest expense on our higher debt levels, as well as increased wages, insurance and other costs, which are expected to continue in the current inflationary environment.

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Operating Results – Detailed Segment Financial Information

Hospitality Segment

Total Segment Results. The following presents the financial results of our Hospitality segment for the three months ended March 31, 2024 and 2023 (in thousands, except percentages and performance metrics):


	Three Months Ended
	March 31,
							%
	2024			2023			Change
Revenues:
Rooms	$	173,633		$	161,251		7.7	%
Food and beverage		235,083			215,804		8.9	%
Other hotel revenue		52,754			47,384		11.3	%
Total hospitality revenue		461,470			424,439		8.7	%
Hospitality operating expenses:
Rooms		44,101			42,059		4.9	%
Food and beverage		128,179			115,181		11.3	%
Other hotel expenses		118,813			103,059		15.3	%
Management fees, net		17,962			15,195		18.2	%
Depreciation and amortization		50,230			42,875		17.2	%
Total Hospitality operating expenses		359,285			318,369		12.9	%
Hospitality operating income	$	102,185		$	106,070		(3.7)	%
Hospitality performance metrics
Occupancy		66.7	%		72.3	%	(5.6)	pts
ADR	$	250.48		$	237.95		5.3	%
RevPAR (1)	$	167.17		$	172.08		(2.9)	%
Total RevPAR (2)	$	444.29		$	452.94		(1.9)	%
Net Definite Group Room Nights Booked		189,583			250,318		(24.3)	%
Same-store Hospitality performance metrics (3):
Occupancy		67.0	%		72.3	%	(5.3)	pts
ADR	$	244.85		$	237.95		2.9	%
RevPAR (1)	$	164.16		$	172.08		(4.6)	%
Total RevPAR (2)	$	434.33		$	452.94		(4.1)	%
Net Definite Group Room Nights Booked		151,676			250,318		(39.4)	%

(1)	We calculate Hospitality RevPAR by dividing room revenue by room nights available to guests for the period. Hospitality RevPAR is not comparable to similarly titled measures such as revenues.

(2)

We calculate Hospitality Total RevPAR by dividing the sum of room, food and beverage, and other ancillary services revenue (which equals Hospitality segment revenue) by room nights available to guests for the period. Hospitality Total RevPAR is not comparable to similarly titled measures such as revenues.

(3)	Same-store Hospitality segment metrics do not include JW Marriott Hill Country, which we purchased on June 30, 2023.

The increase in total Hospitality segment revenue in the three months ended March 31, 2024, as compared to the same period in 2023, is primarily due to the addition of $49.9 million in revenue from JW Marriott Hill Country, which we purchased on June 30, 2023, partially offset by decreases of $8.0 million and $4.5 million at Gaylord Opryland and Gaylord National, respectively, as presented in the tables below.

Total Hospitality segment revenues in the three months ended March 31, 2024 include $8.5 million in attrition and cancellation fee revenue, a decrease of $1.3 million in attrition and cancellation fees from the 2023 period.

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The percentage of group versus transient business based on rooms sold for our Hospitality segment for the periods presented was approximately as follows:

Rooms expenses increased in the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to JW Marriott Hill Country, which we purchased on June 30, 2023, partially offset by decreases at Gaylord National, Gaylord Rockies and Gaylord Opryland due to decreased volume, as presented in the tables below.

The increase in food and beverage expenses in the three months ended March 31, 2024, as compared to the same period in 2023, is primarily due to JW Marriott Hill Country, as presented in the tables below.

Other hotel expenses for the three months ended March 31, 2024 and 2023 consist of the following (in thousands):


	Three Months Ended
	March 31,
					%
	2024		2023		Change
Administrative employment costs	$	47,370	$	39,758	19.1	%
Utilities		10,927		9,360	16.7	%
Property taxes		10,784		9,089	18.6	%
Other		49,732		44,852	10.9	%
Total other hotel expenses	$	118,813	$	103,059	15.3	%

Each of the other hotel expense categories above increased in the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to the addition of JW Marriott Hill Country. 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. The increase in property taxes during the three months ended March 31, 2024, as compared to the 2023 period, was partially offset by a decrease at Gaylord National due to a settlement of an appeal from prior tax years. The increase in other expenses, which include supplies, advertising, maintenance costs and consulting costs, during the three months ended March 31, 2024, as compared to the same period in 2023, was partially offset by various decreases at Gaylord Opryland and Gaylord National due to decreased business levels.

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. The applicable percentage for our Gaylord Hotels properties, excluding Gaylord Rockies, is approximately 2% of gross revenues, Gaylord Rockies is approximately 3% of gross revenues, and JW Marriott Hill Country is approximately 3.5% of gross revenues. Additionally, we pay Marriott an incentive management fee based on the profitability of our hotels. In the three months ended March 31, 2024 and 2023, we incurred $10.8 million and $9.2 million, respectively, related to base management fees for our Hospitality segment and $8.0 million and $6.7 million, respectively, related to incentive management fees for our Hospitality segment. Management fees are presented throughout this Quarterly Report on Form 10-Q net of the amortization of the deferred management rights proceeds discussed in Note 8, “Deferred Management Rights Proceeds,” to the accompanying condensed consolidated financial statements included herein.

Total Hospitality segment depreciation and amortization expense increased in the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to JW Marriott Hill Country, which we purchased on June 30, 2023.

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Property-Level Results. The following presents the property-level financial results of our Hospitality segment for the three months ended March 31, 2024 and 2023.

Gaylord Opryland Results. The results of Gaylord Opryland for the three months ended March 31, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended
	March 31,
							%
	2024			2023			Change
Revenues:
Rooms	$	41,945		$	45,331		(7.5)	%
Food and beverage		45,926			50,097		(8.3)	%
Other hotel revenue		15,964			16,378		(2.5)	%
Total revenue		103,835			111,806		(7.1)	%
Operating expenses:
Rooms		9,952			10,360		(3.9)	%
Food and beverage		26,143			25,989		0.6	%
Other hotel expenses		29,592			29,890		(1.0)	%
Management fees, net		5,190			5,318		(2.4)	%
Depreciation and amortization		8,133			8,554		(4.9)	%
Total operating expenses		79,010			80,111		(1.4)	%
Operating income	$	24,825		$	31,695		(21.7)	%
Performance metrics:
Occupancy		65.1	%		72.6	%	(7.5)	pts
ADR	$	245.28		$	240.19		2.1	%
RevPAR	$	159.60		$	174.40		(8.5)	%
Total RevPAR	$	395.10		$	430.16		(8.2)	%

Gaylord Palms Results. The results of Gaylord Palms for the three months ended March 31, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended
	March 31,
							%
	2024			2023			Change
Revenues:
Rooms	$	31,250		$	31,664		(1.3)	%
Food and beverage		45,450			43,782		3.8	%
Other hotel revenue		8,763			9,100		(3.7)	%
Total revenue		85,463			84,546		1.1	%
Operating expenses:
Rooms		6,682			6,312		5.9	%
Food and beverage		22,887			21,188		8.0	%
Other hotel expenses		21,780			20,706		5.2	%
Management fees, net		3,237			3,096		4.6	%
Depreciation and amortization		5,871			5,610		4.7	%
Total operating expenses		60,457			56,912		6.2	%
Operating income	$	25,006		$	27,634		(9.5)	%
Performance metrics:
Occupancy		74.6	%		79.5	%	(4.9)	pts
ADR	$	267.99		$	257.66		4.0	%
RevPAR	$	199.89		$	204.78		(2.4)	%
Total RevPAR	$	546.66		$	546.80		(0.0)	%

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Gaylord Texan Results. The results of Gaylord Texan for the three months ended March 31, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended
	March 31,
							%
	2024			2023			Change
Revenues:
Rooms	$	28,978		$	29,044		(0.2)	%
Food and beverage		47,544			49,342		(3.6)	%
Other hotel revenue		8,380			8,012		4.6	%
Total revenue		84,902			86,398		(1.7)	%
Operating expenses:
Rooms		6,455			6,402		0.8	%
Food and beverage		24,099			24,550		(1.8)	%
Other hotel expenses		18,674			18,244		2.4	%
Management fees, net		3,751			3,348		12.0	%
Depreciation and amortization		5,891			5,766		2.2	%
Total operating expenses		58,870			58,310		1.0	%
Operating income	$	26,032		$	28,088		(7.3)	%
Performance metrics:
Occupancy		73.2	%		77.1	%	(3.9)	pts
ADR	$	239.77		$	230.83		3.9	%
RevPAR	$	175.54		$	177.90		(1.3)	%
Total RevPAR	$	514.32		$	529.21		(2.8)	%

Gaylord National Results. The results of Gaylord National for the three months ended March 31, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended
	March 31,
							%
	2024			2023			Change
Revenues:
Rooms	$	27,641		$	28,999		(4.7)	%
Food and beverage		34,948			36,618		(4.6)	%
Other hotel revenue		5,685			7,155		(20.5)	%
Total revenue		68,274			72,772		(6.2)	%
Operating expenses:
Rooms		10,717			11,559		(7.3)	%
Food and beverage		22,142			22,503		(1.6)	%
Other hotel expenses		20,318			21,107		(3.7)	%
Management fees, net		1,473			1,254		17.5	%
Depreciation and amortization		8,401			8,294		1.3	%
Total operating expenses		63,051			64,717		(2.6)	%
Operating income	$	5,223		$	8,055		(35.2)	%
Performance metrics:
Occupancy		64.4	%		67.3	%	(2.9)	pts
ADR	$	236.16		$	239.70		(1.5)	%
RevPAR	$	152.18		$	161.43		(5.7)	%
Total RevPAR	$	375.88		$	405.10		(7.2)	%

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Gaylord Rockies Results. The results of Gaylord Rockies for the three months ended March 31, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended
	March 31,
							%
	2024			2023			Change
Revenues:
Rooms	$	21,348		$	22,015		(3.0)	%
Food and beverage		35,814			35,394		1.2	%
Other hotel revenue		6,660			6,638		0.3	%
Total revenue		63,822			64,047		(0.4)	%
Operating expenses:
Rooms		5,455			5,998		(9.1)	%
Food and beverage		19,975			20,281		(1.5)	%
Other hotel expenses		10,648			10,856		(1.9)	%
Management fees, net		1,906			1,999		(4.7)	%
Depreciation and amortization		13,841			14,045		(1.5)	%
Total operating expenses		51,825			53,179		(2.5)	%
Operating income	$	11,997		$	10,868		10.4	%
Performance metrics:
Occupancy		64.5	%		69.9	%	(5.4)	pts
ADR	$	242.23		$	233.09		3.9	%
RevPAR	$	156.29		$	162.97		(4.1)	%
Total RevPAR	$	467.24		$	474.10		(1.4)	%

JW Marriott Hill Country Results. We purchased JW Marriott Hill Country on June 30, 2023. The results of JW Marriott Hill Country for the three months ended March 31, 2024 are as follows (in thousands, except percentages and performance metrics):


	2024
Revenues:
Rooms	$	18,090
Food and beverage		24,658
Other hotel revenue		7,193
Total revenue		49,941
Operating expenses:
Rooms		3,482
Food and beverage		12,201
Other hotel expenses		15,632
Management fees, net		2,095
Depreciation and amortization		7,397
Total operating expenses		40,807
Operating income	$	9,134
Performance metrics:
Occupancy		63.6	%
ADR	$	312.19
RevPAR	$	198.40
Total RevPAR	$	547.72

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Entertainment Segment

Total Segment Results. The following presents the financial results of our Entertainment segment for the three months ended March 31, 2024 and 2023 (in thousands, except percentages):


	Three Months Ended
	March 31,
					%
	2024		2023		Change
Revenues	$	66,875	$	67,280	(0.6)	%
Operating expenses		52,587		51,434	2.2	%
Depreciation and amortization		6,740		5,265	28.0	%
Operating income (1)	$	7,548	$	10,581	(28.7)	%

(1)	Entertainment segment operating income does not include preopening costs of $1.4 million and $0.2 million in the three months ended March 31, 2024 and 2023, respectively. See discussion of this item below.

Revenues decreased slightly in our Entertainment segment in the three months ended March 31, 2024, as compared to the prior year period, as incremental revenue from Ole Red Las Vegas, which opened in January 2024, was offset primarily due to the Wildhorse Saloon being temporarily closed as it is being rebranded as Category 10 and a decrease at the W Austin Hotel primarily as a result of the disruption caused by the ongoing construction enhancements at the property. Entertainment segment operating expenses increased slightly in the 2024 period, as compared to the 2023 period, primarily due to the opening of Ole Red Las Vegas being partially offset by the temporary closure of the Wildhorse Saloon.

Corporate and Other Segment

Total Segment Results. The following presents the financial results of our Corporate and Other segment for the three months ended March 31, 2024 and 2023 (in thousands, except percentages):


	Three Months Ended
	March 31,
					%
	2024		2023		Change
Operating expenses	$	11,954	$	10,594	12.8	%
Depreciation and amortization		232		217	6.9	%
Operating loss (1)	$	(12,186)	$	(10,811)	(12.7)	%

(1)	Corporate segment operating expenses do not include a gain on sale of assets of $0.3 million in the three months ended March 31, 2024.

Corporate and Other operating expenses consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology, consulting and other administrative costs. Corporate and Other segment operating expenses increased in the three months ended March 31, 2024, as compared to the prior year period, primarily as a result of an increase in employment expenses associated with the hiring of additional employees and increased wages to support the Company’s growth.

Operating Results – Preopening Costs

Preopening costs during the three months ended March 31, 2024 primarily include costs associated with Category 10, which is expected to begin a phased opening later in 2024. Preopening costs during the three months ended March 31, 2023 primarily include costs associated with Ole Red Las Vegas, which opened in January 2024.

Operating Results – Gain on Sale of Assets

Gain on sale of assets during the three months ended March 31, 2024 includes the sale of miscellaneous corporate assets.

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Non-Operating Results Affecting Net Income

The following table summarizes the other factors which affected our net income for the three months ended March 31, 2024 and 2023 (in thousands, except percentages):


	Three Months Ended
	March 31,
					%
	2024		2023		Change
Interest expense	$	60,443	$	42,528	42.1	%
Interest income		7,522		2,547	195.3	%
Loss on extinguishment of debt		(522)		—	(100.0)	%
Income (loss) from unconsolidated joint ventures		32		(2,806)	101.1	%
Other gains and (losses), net		321		(236)	236.0	%
Provision for income taxes		(530)		(1,633)	67.5	%

Interest Expense

Interest expense increased $17.9 million during the three months ended March 31, 2024, as compared to the same period in 2023, due primarily to the May 2023 refinancing and increase of the term loan B and the June 2023 issuance of the $400 Million 7.25% Senior Notes, as well as an increase in interest rates related to our variable-rate debt.

Cash interest expense increased $19.0 million to $58.6 million in the three months ended March 31, 2024, as compared to the same period in 2023. Non-cash interest expense, which includes amortization of deferred financing costs and debt discounts or premiums and is offset by capitalized interest, decreased $1.0 million to $1.8 million in the three months ended March 31, 2024, as compared to the same period in 2023.

Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 7.2% and 5.9% for the three months ended March 31, 2024 and 2023, respectively.

Interest Income

Interest income for the three months ended March 31, 2024 primarily includes amounts earned on our cash balances, as well as the bonds that were received in connection with the development of Gaylord National, which we hold as notes receivable. See Note 6, “Notes Receivable,” to the accompanying condensed consolidated financial statements included herein for additional discussion of interest income on these bonds.

Loss on Extinguishment of Debt

As a result of the March 2024 repayment of the Gaylord Rockies $800 million term loan, we recognized a loss on extinguishment of debt of $0.5 million in the three months ended March 31, 2024.

Income (Loss) from Unconsolidated Joint Ventures

The loss from unconsolidated joint ventures for the three months ended March 31, 2023 represents our equity method share of losses associated with Circle.

Other Gains and (Losses), net

Other gains and (losses), net for the three months ended March 31, 2024 and 2023 represents various miscellaneous items.

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Provision for Income Taxes

As a REIT, we generally are not subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that we distribute to our stockholders. We are required to pay federal and state corporate income taxes on earnings of our TRSs.

For the three months ended March 31, 2024 and 2023, we recorded an income tax provision of $0.5 million and $1.6 million, respectively, related to our TRSs. The decrease in the income tax provision for the 2024 period, as compared to the 2023 period, primarily relates to a decrease in income at our TRSs.

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 EBITDAre, 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 in the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.

Adjusted EBITDAre is then calculated as EBITDAre, 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 EBITDAre from unconsolidated joint ventures; and

●

Any other adjustments we have identified herein.

We then exclude the pro rata share of Adjusted EBITDAre related to noncontrolling interests in consolidated joint ventures to calculate Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture.

We use EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture to evaluate our operating performance. We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding our operating performance and debt leverage metrics, and that the presentation of these non-GAAP financial measures, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. We make additional adjustments to EBITDAre when evaluating our performance because we believe that presenting Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture provides useful information to investors regarding our operating performance and debt leverage metrics.

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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.

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. We believe that these items are more representative of our asset base than our ongoing operations. 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 EBITDAre, Adjusted EBITDAre, 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. These non-GAAP financial measures, and any related per share measures, should not be considered as alternative measures of our Net Income (Loss), operating performance, cash flow or liquidity. These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as Net Income (Loss), Operating Income (Loss), or cash flow from operations.

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The following is a reconciliation of our consolidated GAAP net income to EBITDAre and Adjusted EBITDAre for the three months ended March 31, 2024 and 2023 (in thousands):


	Three Months Ended
	March 31,
	2024		2023
Net income	$	42,761	$	60,994
Interest expense, net		52,921		39,981
Provision for income taxes		530		1,633
Depreciation and amortization		57,202		48,357
Gain on sale of assets		(270)		—
Pro rata EBITDAre from unconsolidated joint ventures		2		9
EBITDAre		153,146		150,974
Preopening costs		1,436		190
Non-cash lease expense		925		1,501
Equity-based compensation expense		3,862		3,739
Interest income on Gaylord National bonds		1,195		1,271
Loss on extinguishment of debt		522		—
Pro rata adjusted EBITDAre from unconsolidated joint ventures		(21)		—
Adjusted EBITDAre		161,065		157,675
Adjusted EBITDAre of noncontrolling interest in consolidated joint venture		(4,662)		(4,296)
Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture	$	156,403	$	153,379

The following is a reconciliation of our consolidated GAAP net income to FFO and Adjusted FFO for the three months ended March 31, 2024 and 2023 (in thousands):


	Three Months Ended
	March 31,
	2024		2023
Net income	$	42,761	$	60,994
Noncontrolling interest in consolidated joint venture		579		763
Net income available to common stockholders and unit holders		43,340		61,757
Depreciation and amortization		57,154		48,326
Adjustments for noncontrolling interest		(2,021)		(1,580)
Pro rata adjustments from joint ventures		—		23
FFO available to common stockholders and unit holders		98,473		108,526
Right-of-use asset amortization		48		31
Non-cash lease expense		925		1,501
Pro rata adjustments from joint ventures		(21)		—
Gain on other assets		(270)		—
Amortization of deferred financing costs		2,721		2,674
Amortization of debt discounts and premiums		649		506
Loss on extinguishment of debt		522		—
Adjustments for noncontrolling interest		135		(412)
Deferred tax provision (benefit)		(488)		767
Adjusted FFO available to common stockholders and unit holders	$	102,694	$	113,593

Liquidity and Capital Resources

Cash Flows Provided By Operating Activities. 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. During the three months ended March 31, 2024, our net cash flows provided by operating activities were $7.5 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $106.0 million, partially offset by unfavorable changes in working capital of $98.6 million. The unfavorable changes in working capital primarily resulted from a decrease in accounts payable and accrued liabilities primarily

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related to compensation, property tax accruals and the payment of liabilities associated with our seasonal holiday programs and an increase in accounts receivable due to a seasonal increase in group business at our hotel properties. These unfavorable changes in working capital were partially offset by an increase in advanced deposits on future hotel stays and advanced ticket purchases at our OEG venues.

During the three months ended March 31, 2023, our net cash flows provided by operating activities were $31.7 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $119.3 million, partially offset by unfavorable changes in working capital of $87.6 million. The unfavorable changes in working capital primarily resulted from a decrease in accounts payable and accrued liabilities primarily related to compensation and property tax accruals and an increase in accounts receivable due to a seasonal increase in group business at our hotel properties, partially offset by an increase in advanced ticket purchases at our OEG venues and increase in advanced deposits on future hotel room stays.

Cash Flows Used In Investing Activities. During the three months ended March 31, 2024, our primary uses of funds for investing activities were purchases of property and equipment, which totaled $79.4 million, and consisted primarily of enhancements at Gaylord Rockies to construct a new events pavilion, enhance the grand lodge and reposition its food and beverage outlets; the completion of Ole Red Las Vegas; a rooms renovation at the W Austin Hotel and common area enhancements at Block 21; the conversion of the Wildhorse Saloon to Category 10; a rooms renovation at Gaylord Palms; and ongoing maintenance capital expenditures for each of our existing properties.

During the three months ended March 31, 2023, our primary use of funds for investing activities were purchases of property and equipment, which totaled $36.8 million, and consisted primarily of enhancements to the offerings at Block 21, the construction of Ole Red Las Vegas, enhancements at Gaylord Rockies to better position the property for our group customers, and ongoing maintenance capital expenditures for each of our existing properties.

Cash Flows Used In Financing Activities. Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash dividends. During the three months ended March 31, 2024, our net cash flows used in financing activities were $81.8 million, primarily reflecting the issuance of the $1 Billion 6.50% Senior Notes, offset by the prepayment of the Gaylord Rockies $800.0 million term loan, the repayment of $201.3 million under our $500.0 million term loan B, the payment of $67.1 million in cash dividends and the payment of $16.8 million in deferred financing costs.

During the three months ended March 31, 2023, our net cash flows used in financing activities were $13.9 million, primarily reflecting the payment of $14.0 million in cash dividends.

Liquidity

At March 31, 2024, we had $465.3 million in unrestricted cash and $738.7 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving credit facility. During the three months ended March 31, 2024, we issued the $1 Billion 6.50% Senior Notes, repaid the $800.0 million Gaylord Rockies term loan, repaid $201.3 million under our $500.0 million term loan B, incurred capital expenditures of $79.4 million and paid $67.1 million in cash dividends. These changes, as well as the cash flows provided by operations discussed above, were the primary factors in the decrease in our cash balance from December 31, 2023 to March 31, 2024.

We anticipate investing in our operations during the remainder of 2024 by spending between approximately $280 million and $360 million in capital expenditures, which includes projects at Gaylord Rockies to construct a new events pavilion, enhance the grand lodge and reposition its food and beverage outlets; enhancements to meeting spaces at Gaylord Opryland to further appeal to our target group customers; a rooms renovation at the W Austin Hotel and common area enhancements at Block 21; the conversion of the Wildhorse Saloon to Category 10; a rooms renovation at Gaylord Palms; and ongoing maintenance capital for each of our current facilities. Further, our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually. Future dividends are subject to our board of directors’ future determinations as to amount and timing. We currently have no debt maturities until January 2026. We believe we will be able to refinance our debt agreements prior to their maturities.

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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. 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 March 31, 2024, there were no defaults under the covenants related to our outstanding debt.

Principal Debt Agreements

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.

The Credit Agreement provides for a $700.0 million revolving credit facility (the “Revolver”) and a $500.0 million senior secured term loan B (the “Term Loan B”) (which was reduced to $295.0 million on March 28, 2024), as well as an accordion feature that will allow us to increase the facilities following the closing date by an aggregate total of up to $475 million, which may be allocated between the Revolver and the Term Loan B at our option.

Each of the Revolver and the Term Loan B is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties, other than Gaylord Rockies, and certain of our other subsidiaries. Each of the Revolver and the Term Loan B is 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. Assets and equity of Gaylord Rockies and OEG are not subject to the liens of the Credit Agreement.

In addition, each of the Revolver and Term Loan B contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The material financial covenants, ratios or tests contained in the Credit Agreement are as follows:

●

We must maintain a consolidated net leverage ratio of not greater than 6.50x.

●

We must maintain a consolidated fixed charge coverage ratio of not less than 1.50x.

●

Our secured indebtedness must not exceed 30% of consolidated total asset value.

●

Our secured recourse indebtedness must not exceed 10% of consolidated total asset value.

●

Unencumbered leverage ratio must not exceed 55% (with the ability to surge to 60% in connection with a material acquisition).

●

Unencumbered adjusted NOI to unsecured interest expense ratio not to be less than 2.0x.

If an event of default shall occur and be continuing under the Credit Agreement, the commitments under the Credit Agreement may be terminated and the principal amount outstanding under the Credit Agreement, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

Revolving Credit Facility. The maturity date of the Revolver is May 18, 2027, with the option to extend the maturity date for a maximum of one additional year through either (i) a single 12-month extension option or (ii) two individual 6-month extensions. Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) Adjusted Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, (ii) Adjusted Daily Simple SOFR plus the applicable margin ranging from 1.40% to 2.00% or (iii) a base rate as set forth in the Credit Agreement plus the

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applicable margin ranging from 0.40% to 1.00%, with each option dependent upon our funded debt to total asset value ratio (as defined in the Credit Agreement). Principal is payable in full at maturity, and the Revolver was undrawn at closing.

For purposes of the Revolver, Adjusted Term SOFR is calculated as the sum of Term SOFR plus an adjustment of 0.10% (all as more specifically described in the Credit Agreement), subject to a floor of 0.00%. Adjusted Daily Simple SOFR is calculated as the sum of SOFR plus an adjustment of 0.10% (all as more specifically described in the Credit Agreement), subject to a floor of 0.00%.

At March 31, 2024, no amounts were outstanding under the Revolver, and the lending banks had issued $4.3 million of letters of credit under the Credit Agreement, which left $695.7 million of availability under the Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our $1 Billion 6.50% Senior Notes, our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), our $600 million in aggregate principal amount of senior notes due 2029 (the “$600 Million 4.50% Senior Notes”) and our $400 million in aggregate principal amount of senior notes due 2028 (the “$400 Million 7.25% Senior Notes”), which we met at March 31, 2024).

Term Loan B. The Term Loan B has a maturity date of May 18, 2030. The applicable interest rate margins for borrowings under the Term Loan B are, at our option, either (i) Term SOFR plus 2.75%, (ii) Daily Simple SOFR plus 2.75% or (iii) a base rate as set forth in the Credit Agreement plus 1.75%. At March 31, 2024, the interest rate on the Term Loan B was Term SOFR plus 2.75%. In addition, if for any fiscal year, there is Excess Cash Flow (as defined in the Credit Agreement), an additional principal amount is required. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed. At March 31, 2024, $295.0 million in borrowings were outstanding under the Term Loan B. A portion of the proceeds of the Term Loan B were used to repay in full the approximately $370 million balance of our previous term loan B.

On April 12, 2024, we entered into an Incremental Tranche B Term Loan Agreement (the “Incremental Agreement”), which supplements the Credit Agreement. The Incremental Agreement reduces the applicable interest rate margins for the loans advanced under the refinanced Term Loan B. The applicable interest rate margins for the refinanced Term Loan B under the Incremental Agreement are (i) 2.25% for SOFR Loans (as defined in the Credit Agreement) and (ii) 1.25% for base rate loans. The Incremental Agreement did not change the maturity dates under the Credit Agreement or result in any increase in principal indebtedness. In addition, the Incremental Agreement confirms that the annual amortization under the Term Loan B is 1% of the refinanced $295.0 million outstanding principal amount, with the balance due at maturity.

For purposes of the Term Loan B, each of Term SOFR and Daily Simple SOFR are subject to a floor of 0.00%.

$1 Billion 6.50% Senior Notes. On March 28, 2024, the Operating Partnership and Finco (collectively, the “issuing subsidiaries”) completed the private placement of the $1 Billion 6.50% Senior Notes, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $1 Billion 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $1 Billion 6.50% Senior Notes have a maturity date of April 1, 2032 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on April 1 and October 1 each year, beginning October 1, 2024. The $1 Billion 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $700 Million 4.75% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $1 Billion 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $1 Billion 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $1 Billion 6.50% Senior Notes.

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The net proceeds from the issuance of the $1 Billion 6.50% Senior Notes totaled approximately $983 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used a portion of these net proceeds to prepay the indebtedness outstanding under our previous $800.0 million Gaylord Rockies term loan and used the remaining proceeds, together with cash on hand, to repay $200.0 million under the Term Loan B.

$700 Million 4.75% Senior Notes. In September 2019, the Operating Partnership and Finco completed the private placement of $500.0 million in aggregate principal amount of senior notes due 2027 (the “$500 Million 4.75% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $500 Million 4.75% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank Trust Company, National Association as trustee. The $500 Million 4.75% Senior Notes have a maturity date of October 15, 2027 and bear interest at 4.75% per annum, payable semi-annually in cash in arrears on April 15 and October 15 each year. The $500 Million 4.75% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $500 Million 4.75% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $500 Million 4.75% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $500 Million 4.75% Senior Notes.

In October 2019, we completed a tack-on private placement of $200.0 million in aggregate principal amount of 4.75% senior notes due 2027 (the “additional 2027 notes”) at an issue price of 101.250% of their aggregate principal amount plus accrued interest from the September 19, 2019 issue date for the $500 Million 4.75% Senior Notes. The additional 2027 notes and the $500 Million 4.75% Senior Notes constitute a single class of securities (collectively, the “$700 Million 4.75% Senior Notes”). 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 100.000% beginning on October 15 of 2023, 2024, and 2025, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

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. In February 2021, the Operating Partnership and Finco completed the private placement of $600.0 million in aggregate principal amount of 4.50% senior notes due 2029, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $600 Million 4.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank Trust Company, National Association as trustee. 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. The $600 Million 4.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $600 Million 4.50%

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Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $600 Million 4.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $600 Million 4.50% Senior Notes.

The $600 Million 4.50% 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 102.250%, 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.

$400 Million 7.25% Senior Notes. On June 22, 2023, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of 7.25% senior notes due 2028, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $400 Million 7.25% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association as trustee. The $400 Million 7.25% Senior Notes have a maturity date of July 15, 2028 and bear interest at 7.25% per annum, payable semi-annually in cash in arrears on January 15 and July 15 each year, beginning on January 15, 2024. The $400 Million 7.25% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes and the $600 Million 4.50% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $400 Million 7.25% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $400 Million 7.25% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $400 Million 7.25% Senior Notes.

The $400 Million 7.25% Senior Notes are redeemable before July 15, 2025, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $400 Million 7.25% Senior Notes will be redeemable, in whole or in part, at any time on or after July 15, 2025 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.625%, 101.813% and 100.000% beginning on July 15 of 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

The net proceeds from the issuance of the $400 Million 7.25% Senior Notes totaled approximately $393 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used these proceeds to pay a portion of the purchase price for JW Marriott Hill Country.

Each of the indentures governing the $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes contain certain covenants which, among other things and subject to certain exceptions and qualifications, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. In addition, if the Company experiences specific kinds of changes of control, the Company must offer to repurchase some or all of the senior notes at 101% of their principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.

Previous $800 Million Gaylord Rockies Term Loan. In July 2019, Aurora Convention Center Hotel, LLC and Aurora Convention Center Hotel Lessee, LLC the entities that comprise Gaylord Rockies, entered into a Second Amended and Restated Loan Agreement (the “Gaylord Rockies Loan”) with Wells Fargo Bank, National Association, as administrative agent. The Gaylord Rockies Loan consisted of an $800.0 million secured term loan facility, with a maturity date of July 2, 2024 with two, one-year extension options remaining, subject to certain requirements in the

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Gaylord Rockies Loan, and bore interest at Adjusted Daily Simple SOFR plus 2.50%. We previously entered into an interest rate swap to fix the SOFR portion of the interest rate at 5.2105% for the fifth year of the loan. We designated this interest rate swap as an effective cash flow hedge.

On March 28, 2024, we paid off the Gaylord Rockies Loan with proceeds from the $1 Billion 6.50% Senior Notes discussed above.

OEG Credit Agreement. In June 2022, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a credit agreement (the “OEG Credit Agreement”) among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate principal amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million (the “OEG Revolver”). The 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). The OEG Revolver bears interest at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 3.25% 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). The OEG Term Loan and OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its subsidiaries (other than Block 21, as more specifically described in the OEG Credit Agreement) and include customary financial covenants and restrictions. At March 31, 2024, $295.5 million was outstanding under the OEG Term Loan and $22.0 million was outstanding under the OEG Revolver.

Block 21 CMBS Loan. At the closing of the purchase of Block 21 in May 2022, a subsidiary of the Company assumed the $136 million, ten-year, non-recourse term loan secured by a mortgage on Block 21 (the “Block 21 CMBS Loan”). The Block 21 CMBS Loan has a fixed interest rate of 5.58% per annum, payable monthly, matures January 5, 2026, and payments are due monthly based on a 30-year amortization. At March 31, 2024, $131.2 million was outstanding under the Block 21 CMBS Loan.

The Block 21 CMBS Loan contains customary financial covenants and other restrictions, including sponsor net worth and liquidity requirements, and debt service coverage ratio targets that Block 21 must meet in order to avoid a “Trigger Period,” the occurrence of which does not constitute a default. During a 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. Pursuant to the terms of the management agreements and pooling agreement with Marriott for our Gaylord Hotels properties, excluding Gaylord Rockies, we are subject to certain debt limitations described below.

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.

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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.

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 March 31, 2024 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations through 2028 are $948.4 million. These estimated obligations are $163.1 million for the remainder of 2024, $216.8 million in 2025, $208.7 million in 2026, $200.4 million in 2027, and $159.3 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. See “Supplemental Cash Flow Information” in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 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. However, favorable occupancy, ADR and outside-the-room spend in our Hospitality segment and business levels in our Entertainment segment in recent periods have reduced the impact of increased operating costs, including increased wages 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. In an effort to mitigate the impact of increased interest rates, at March 31, 2024, 85% of our outstanding debt is fixed-rate debt, after considering the impact of interest rate swaps.

We continue to monitor inflationary pressures and may need to consider potential mitigation actions in future periods. A prolonged inflationary environment could adversely affect our operating costs, customer spending and bookings, and our financial results.

Supplemental Guarantor Financial Information

The Company’s $1 Billion 6.50% Senior Notes, the $700 Million 4.75% Senior Notes, $600 Million 4.50% Senior Notes and $400 Million 7.25% Senior Notes were each issued by the Operating Partnership and Finco (collectively, 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 Credit Agreement, as amended (such subsidiary guarantors, together with the Company, the “Guarantors”). The Guarantors are 100% owned by the Operating Partnership or the Company, and the guarantees are full and unconditional and joint and several. The guarantees rank equally in right of payment with each Guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to all future subordinated indebtedness, if any, of such Guarantor. 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.

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The following tables present summarized financial information for the Issuers and the Guarantors on a combined basis. 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).


	March 31,
	2024
Net receivables due from non-guarantor subsidiaries	$	790,011
Other assets		2,462,774
Total assets	$	3,252,785

Other liabilities		3,173,282
Total liabilities	$	3,173,282
Total noncontrolling interest	$	3,473


	Three Months Ended
	March 31, 2024
Revenues from non-guarantor subsidiaries	$	120,881
Operating expenses (excluding expenses to non-guarantor subsidiaries)		36,813
Expenses to non-guarantor subsidiaries		20,456
Operating income		63,612
Interest income from non-guarantor subsidiaries		619
Net income		32,301
Net income available to common stockholders		32,596

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in conformity with GAAP. Certain of our accounting policies, including those related to impairment of long-lived and other assets, credit losses on financial assets, income taxes, acquisitions and purchase price allocations, and legal contingencies, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, our observance of trends in the industry, and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from our estimates. For a discussion of our critical accounting policies and estimates, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” presented in our Annual Report on Form 10-K for the year ended December 31, 2023. There were no newly identified critical accounting policies in the first three months of 2024, nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our quantitative and qualitative market risks since December 31, 2023. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 4. CONTROLS AND PROCEDURES.

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of

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our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There has been no change in our internal control over financial reporting that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is a party to certain litigation in the ordinary course, as described in Note 12, “Commitments and Contingencies,” to our condensed consolidated financial statements included herein and which our management deems will not have a material effect on our financial statements.

ITEM 1A. RISK FACTORS.

There have been no material changes from the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Inapplicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Inapplicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Inapplicable.

ITEM 5. OTHER INFORMATION.

During the fiscal quarter ended March 31, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408 of Regulation S-K).

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ITEM 6. EXHIBITS.


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 1, 2012).

3.2		Second Amended and Restated Bylaws of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed February 24, 2023).

4.1		Indenture, dated as of March 28, 2024, among RHP Hotel Properties, LP, RHP Finance Corporation, Ryman Hospitality Properties, Inc., as a guarantor, each of the other guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 28, 2024).

4.2		Form of 6.500% Senior Note due (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 28, 2024).

22*		List of Parent and Subsidiary Guarantors.

31.1*		Certification of Mark Fioravanti pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2*		Certification of Jennifer Hutcheson pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1**		Certification of Mark Fioravanti and Jennifer Hutcheson pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101*		The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at March 31, 2024 and December 31, 2023, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three months ended March 31, 2024 and 2023, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2024 and 2023, (iv) Condensed Consolidated Statements of Equity (unaudited) for the three months ended March 31, 2024 and 2023, and (v) Notes to Condensed Consolidated Financial Statements (unaudited).
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	RYMAN HOSPITALITY PROPERTIES, INC.

Date: May 2, 2024	By:	/s/ Mark Fioravanti
		Mark Fioravanti
		President and Chief Executive Officer

	By:	/s/ Jennifer Hutcheson
		Jennifer Hutcheson
		Executive Vice President, Chief Financial
		Officer and Chief Accounting Officer

Three Months Ended

March 31,