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Ryman Hospitality Properties Inc

For the period ended Jun 30, 2024. Filed Aug 1, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 1, 2024

RHP$132.05+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-02.

0001558370-24-006512

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

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-01.

0001558370-24-010587

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 169 previous paragraphs and 181 current paragraphs.

93 unchanged; 67 reworded; 10 added; 4 removed; 5 previous and 11 current paragraphs rearranged.

Tables are not compared: 79 previous and 102 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

Significant activities we have undertaken in 2024 include (as well as where you can find more information in the accompanying condensed consolidated financial statements):

Current report

The increase in total Hospitality segment revenue in the six months ended June 30, 2024, as compared to the same period in 2023, is primarily due to the addition of $112.8 million in revenue from JW Marriott Hill Country, which we purchased on June 30, 2023, as well as increases of $11.9 million, $9.5 million and $6.9 million at Gaylord Opryland, Gaylord Rockies and Gaylord National, respectively, partially offset by a decrease of $4.1 million at Gaylord Palms, as presented in the tables below.

Current report

The increase in food and beverage expenses in the three and six months ended June 30, 2024, as compared to the same periods in 2023, is primarily due to JW Marriott Hill Country, as presented in the tables below. The increase in the three-month 2024 period also includes increases at Gaylord Opryland, Gaylord Rockies and Gaylord National, and the increase in the six-month 2024 period also includes increases at Gaylord Opryland, Gaylord Rockies and Gaylord Palms due to increased variable expenses associated with the increase in volume.

Current report

Entertainment segment operating expenses increased in the 2024 periods, as compared to the 2023 periods, primarily due to the opening of Ole Red Las Vegas, partially offset by the temporary closure of the Wildhorse Saloon as well as a refund of Tennessee franchise tax for prior years caused by a change in tax law.

Current report

Depreciation and amortization increased in the 2024 periods, as compared to the 2023 periods, primarily due to the depreciable assets associated with the opening of Ole Red Las Vegas.

Current report

The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps, for the three and six months ended June 30, 2024 and 2023 (in thousands, except percentages):

Current report

As a result of the June 2024 refinancing of the OEG credit agreement, the April 2024 repricing of the RHP term loan B, and the March 2024 repayment of the Gaylord Rockies $800 million term loan (see “Principal Debt Agreements” below), we recognized a loss on extinguishment of debt of $1.8 million and $2.3 million in the three and six months ended June 30, 2024, respectively.

Current report

During the six months ended June 30, 2023, our net cash flows provided by financing activities were $839.6 million, primarily reflecting the issuance of the $400 Million 7.25% Senior Notes (as defined below), $395.4 million in net proceeds from the issuance of approximately 4.4 million shares of our common stock, and the net borrowing of $123.8 million under our credit facility, partially offset by the payment of $55.7 million in cash dividends, and the payment of $23.7 million in deferred financing costs.

Current report

The OEG Term Loan matures on June 28, 2031 and the OEG Revolver matures on June 28, 2029. OEG Borrower used the proceeds of the OEG Term Loan to refinance the original term loan under the Original OEG Credit Agreement.
Removed paragraphs (4)

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.
Reworded paragraphs (67)

Previous wording

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.

Current wording

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 may 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.

Previous wording

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.

Current wording

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,

Previous wording

Our ongoing operations are organized into three principal business segments:

Current wording

Our operations are organized into three principal business segments:

Previous wording

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

Current wording

For the three and six months ended June 30, 2024 and 2023, our total revenues were divided among these business segments as follows:

Previous wording

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).

Current wording

The following table contains our unaudited selected summary financial data for the three and six months ended June 30, 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).

Previous wording

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):

Current wording

The following table summarizes our financial results for the three and six months ended June 30, 2024 and 2023 (in thousands, except percentages and per share data):

Previous wording

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.

Current wording

The increase in our total revenues for the three months ended June 30, 2024, as compared to the same period in 2023, is attributable to increases in our Hospitality segment and Entertainment segment of $101.4 million and $7.0 million, respectively, as presented in the tables below. The increase in our total revenues for the six months ended June 30, 2024, as compared to the same period in 2023, is attributable to increases in our Hospitality segment and Entertainment segment of $138.4 million and $6.6 million, respectively, as presented in the tables below.

Previous wording

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.

Current wording

The increase in our total operating expenses for the three months ended June 30, 2024, as compared to the same period in 2023, is primarily the result of an increase in our Hospitality segment of $49.3 million and an increase in depreciation expense of $10.3 million, as presented in the tables below. The increase in our total operating expenses for the six months ended June 30, 2024, as compared to the same period in 2023, is primarily the result of an increase in our Hospitality segment of $82.9 million and an increase in depreciation expense of $19.1 million, as presented in the tables below.

Previous wording

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.

Current wording

Our $34.6 million increase in net income for the three months ended June 30, 2024, as compared to the same period in 2023, was primarily due to the changes in our revenues and operating expenses reflected above, and each of the following factors, each as described more fully below.

Previous wording

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

Current wording

Other important factors and trends for the three and six months ended, and as of, June 30, 2024 include:

Previous wording

*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):

Current wording

*Total Segment Results.*The following presents the financial results of our Hospitality segment for the three and six months ended June 30, 2024 and 2023 (in thousands, except percentages and performance metrics):

Previous wording

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.

Current wording

The increase in total Hospitality segment revenue in the three months ended June 30, 2024, as compared to the same period in 2023, is primarily due to the addition of $62.9 million in revenue from JW Marriott Hill Country, which we purchased on June 30, 2023, as well as increases of $19.9 million, $11.4 million and $9.7 million at Gaylord Opryland, Gaylord National and Gaylord Rockies, respectively, partially offset by a decrease of $5.0 million at Gaylord Palms, as presented in the tables below.

Previous wording

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.

Current wording

Total Hospitality segment revenues in the three and six months ended June 30, 2024 include $9.8 million and $18.3 million, respectively, in attrition and cancellation fee revenue, a decrease of $0.5 million and $1.8 million, respectively, in attrition and cancellation fees from the 2023 periods.

Previous wording

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.

Current wording

Rooms expenses increased in the three and six months ended June 30, 2024, as compared to the same periods in 2023, primarily due to JW Marriott Hill Country, as presented in the tables below.

Previous wording

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

Current wording

Other hotel expenses for the three and six months ended June 30, 2024 and 2023 consist of the following (in thousands):

Previous wording

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.

Current wording

accounting, human resources, sales, conference services, engineering and security. The increase in property taxes during the six months ended June 30, 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 and six months ended June 30, 2024, as compared to the same periods in 2023, was partially offset by a decrease at Gaylord Opryland due to a refund of Tennessee franchise tax for prior years caused by a change in tax law.

Previous wording

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.

Current wording

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 June 30, 2024 and 2023, we incurred $12.3 million and $9.2 million, respectively, and in the six months ended June 30, 2024 and 2023, we incurred $23.0 million and $18.4 million, respectively, related to base management fees for our Hospitality segment. In the three months ended June 30, 2024 and 2023, we incurred $10.0 million and $7.0 million, respectively, and in the six months ended June 30, 2024 and 2023, we incurred $17.9 million and $13.8 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.

Previous wording

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.

Current wording

Total Hospitality segment depreciation and amortization expense increased in the three and six months ended June 30, 2024, as compared to the same periods in 2023, primarily due to the depreciable assets associated with JW Marriott Hill Country, which we purchased on June 30, 2023.

Previous wording

*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.

Current wording

*Property-Level Results.*The following presents the property-level financial results of our Hospitality segment for the three and six months ended June 30, 2024 and 2023.

Previous wording

*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):

Current wording

*Gaylord Opryland Results.*The results of Gaylord Opryland for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):

Previous wording

*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):

Current wording

*Gaylord Palms Results.*The results of Gaylord Palms for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):

Previous wording

*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):

Current wording

*Gaylord Texan Results.*The results of Gaylord Texan for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):

Previous wording

*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):

Current wording

*Gaylord National Results.*The results of Gaylord National for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):

Previous wording

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):

Current wording

Gaylord Rockies Results. The results of Gaylord Rockies for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):

Previous wording

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):

Current wording

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 and six months ended June 30, 2024 are as follows (in thousands, except percentages and performance metrics):

Previous wording

*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):

Current wording

*Total Segment Results.*The following presents the financial results of our Entertainment segment for the three and six months ended June 30, 2024 and 2023 (in thousands, except percentages):

Previous wording

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 anda 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.

Current wording

Revenues increased in our Entertainment segment in the three and six months ended June 30, 2024, as compared to the prior year periods, as incremental revenue from Ole Red Las Vegas, which opened in January 2024, was partially offset by the Wildhorse Saloon being temporarily closed as it is being rebranded as Category 10 anda decrease at the W Austin Hotel primarily as a result of the disruption caused by the ongoing construction enhancements at the property.

Previous wording

*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):

Current wording

*Total Segment Results.*The following presents the financial results of our Corporate and Other segment for the three and six months ended June 30, 2024 and 2023 (in thousands, except percentages):

Previous wording

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.

Current wording

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 decreased in the three months ended June 30, 2024, as compared to the prior year period, primarily due to a decrease in equity compensation expense. Corporate and Other segment operating expenses increased in the six months ended June 30, 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.

Previous wording

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.

Current wording

Preopening costs during the three and six months ended June 30, 2024 primarily include costs associated with Category 10, which is expected to open in the fourth quarter of 2024. Preopening costs during the three and six months ended June 30, 2023 primarily include costs associated with Ole Red Las Vegas, which opened in January 2024.

Previous wording

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

Current wording

Gain on sale of assets during the six months ended June 30, 2024 includes the sale of miscellaneous corporate assets.

Previous wording

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):

Current wording

The following table summarizes the other factors which affected our net income for the three and six months ended June 30, 2024 and 2023 (in thousands, except percentages):

Previous wording

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.

Current wording

Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.7% and 6.3% for the three months ended June 30, 2024 and 2023, respectively, and 7.0% and 6.2% for the six months ended June 30, 2024 and 2023, respectively.

Previous wording

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.

Current wording

Interest income for the three and six months ended June 30, 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.

Previous wording

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.

Current wording

As a result of the May 2023 refinancing of our credit facility and the extension of the Gaylord Rockies $800 million term loan, we recognized a loss on extinguishment of debt of $2.3 million in the three and six months ended June 30, 2023.

Previous wording

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

Current wording

The loss from unconsolidated joint ventures for the three and six months ended June 30, 2023 represents our equity method share of losses associated with our previous investment in Circle, a joint venture that we and our joint venture partner agreed to wind down at the end of 2023.

Previous wording

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

Current wording

Other gains and (losses), net for the three and six months ended June 30, 2024 and 2023 represents various miscellaneous items.

Previous wording

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.

Current wording

For the three months ended June 30, 2024 and 2023, we recorded an income tax provision of $12.2 million and $3.5 million, respectively, and for the six months ended June 30, 2024 and 2023, we recorded an income tax provision of $12.7 million and $5.2 million, respectively, related to our TRSs. The increase in the income tax provision for the 2024 periods, as compared to the 2023 periods, relates to both an increase in income at our TRSs in the 2024 periods and the effect of changes in valuation allowance in the 2023 periods.

Previous wording

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.

Current wording

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, 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.

Previous wording

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):

Current wording

The following is a reconciliation of our consolidated GAAP net income to EBITDAre and Adjusted EBITDAre for the three and six months ended June 30, 2024 and 2023 (in thousands):

Showing the first 40 of 67 pairs. Open the source sections for the rest.

Rearranged current paragraphs (11)

Current report — wording carried from elsewhere

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 open in the fourth quarter of 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.

Current report — wording carried from elsewhere

Our $16.4 million increase in net income for the six months ended June 30, 2024, as compared to the same period in 2023, was primarily due to the changes in our revenues and operating expenses reflected above, and each of the following factors, each as described more fully below.

Current report — wording carried from elsewhere

Important factors and trends contributing to our performance during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, were:

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

Each of the other hotel expense categories above increased in the three and six months ended June 30, 2024, as compared to the same periods in 2023, 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,

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

OEG Credit Agreement. On June 28, 2024, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a certain First Amendment, which amends the Credit Agreement dated as of June 16, 2022 among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Original OEG Credit Agreement”). As amended, the credit facility (the “Amended OEG Credit Agreement”) includes certain amended terms including lower interest rates, extended maturities and modifications to various covenants.

Current report — wording carried from elsewhere

The Amended OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million (the “OEG Revolver”). The OEG Term Loan refinances and replaces the former term loan in the outstanding principal amount of $294.8 million as of June 28, 2024 and the OEG Revolver refinances and replaces the senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million, of which $17.0 million was outstanding as of June 30, 2024.

Current report — wording carried from elsewhere

Block 21. Block 21 was in a Trigger Period as of our purchase date but exited the Trigger Period with first quarter 2023 results.

Current report — wording carried from elsewhere

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 bythe Operating Partnership and Finco (collectively, the
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

Issuance of $1 Billion 6.50% Senior Notes due 2032

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.