Ryman Hospitality Properties Inc
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 21, 2025
RHP$132.05+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-02-23.
0001558370-24-001613
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-02-21.
0001558370-25-001286
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 176 previous paragraphs and 169 current paragraphs.
82 unchanged; 65 reworded; 16 added; 23 removed; 6 previous and 6 current paragraphs rearranged.
Tables are not compared: 89 previous and 92 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 (16)
Current report
Significant 2024 and 2023 Activities
Current report
Significant activities we have undertaken in 2024 and 2023 include (as well as where you can find more information herein or in the accompanying consolidated financial statements):
Current report
Hospitality segment depreciation and amortization expense increased in 2024, as compared to 2023, primarily due to the depreciable assets associated with JW Marriott Hill Country, which we purchased June 30, 2023.
Current report
Revenues increased in our Entertainment segment in 2024, as compared to 2023, as incremental revenue from Ole Red Las Vegas, which opened in January 2024, was partially offset by the Wildhorse Saloon as it was closed and being rebranded as Category 10 and a decrease at W Austin, primarily as a result of the disruption caused by the construction of enhancements at the property.
Current report
Entertainment segment operating expenses increased in 2024, as compared to 2023, 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 2024, as compared to 2023, primarily due to the addition of depreciable assets associated with Ole Red Las Vegas.
Current report
Operating Results – Gain (Loss) on Sale of Assets
Current report
The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps (in thousands, except percentages):
Current report
As a result of the March 2024 repayment of the Gaylord Rockies $800 million term loan, the April 2024 repricing of the RHP term loan B, the June 2024 refinancing of the OEG credit agreement, and the December 2024 repricing of the RHP term loan B, we recognized a loss on extinguishment of debt of $2.5 million in 2024.
Current report
On April 12, 2024, we entered into an Incremental Tranche B Term Loan Agreement (the “First Incremental Agreement”), which supplemented the Credit Agreement and included the addition of certain new lenders and the removal of certain other lenders. The First Incremental Agreement reduced 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 First Incremental Agreement were (i) 2.25% for SOFR Loans (as defined in the Credit Agreement) and (ii) 1.25% for base rate loans.
Current report
On December 19, 2024, we entered into an additional Incremental Tranche B Term Loan Agreement (the “Second Incremental Agreement”), which supplements the Credit Agreement. The Second 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 Second Incremental Agreement are (i) 2.00% for SOFR Loans (as defined in the Credit Agreement) and (ii) 1.00% for base rate loans. Further, the Second Incremental Agreement provides for the applicable interest rate margins to be further reduced by an additional 0.25% upon our meeting certain criteria as set forth in the Second Incremental Agreement.
Current report
At December 31, 2024, the interest rate on the Term Loan B was Term SOFR plus 2.00%. Neither the First Incremental Agreement nor the Second Incremental Agreement changed the maturity dates under the Credit Agreement or resulted in any increase in principal indebtedness. In addition, the Second Incremental Agreement confirms that the annual amortization under the Term Loan B is 1% of the refinanced $293.5 million outstanding principal amount, with the balance due at maturity. At December 31, 2024, $292.8 million in borrowings were outstanding under the Term Loan B.
Current report
$1 Billion 6.50% Senior Notes. On March 28, 2024, the Operating Partnership and RHP Finance Corporation (“Finco”) (collectively, the “issuing subsidiaries”) completed the private placement of $1.0 billion in aggregate principal amount of 6.50% senior notes due 2032, 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.
Current report
The $600 Million 4.50% Senior Notes are redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 101.500%, 100.750%, and 100.000% beginning on February 15 of 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.
Current report
On March 28, 2024, we paid off the Gaylord Rockies Loan with the proceeds from the $1 Billion 6.50% Senior Notes discussed above and terminated the interest rate swap.
Current report
The OEG Term Loan matures on June 28, 2031, and the OEG Revolver matures on June 28, 2029. OEG used the proceeds from the OEG Term Loan to refinance the original term loan under the Original OEG Credit Agreement.
Removed paragraphs (23)
Previous report
JW Marriott Hill Country
Previous report
On June 30, 2023, we purchased JW Marriott Hill Country for approximately $800 million. Located amid approximately 600 acres in the Texas Hill Country region outside of San Antonio, JW Marriott Hill Country, which opened in 2010, is a premier group-oriented resort with 1,002 rooms and 268,000 total square feet of indoor and outdoor meeting and event space. The resort’s amenities include a 26,000 square foot spa; eight food and beverage outlets; a 9-acre water experience; and TPC San Antonio, which features two 18-hole golf courses. We funded the purchase price with approximately $395 million in net proceeds of an underwritten registered public offering of approximately 4.4 million shares of the Company’s common stock, approximately $393 million in net proceeds of a private placement of $400 million aggregate principal amount of 7.25% senior notes due 2028 and cash on hand. JW Marriott Hill Country assets are reflected in our Hospitality segment beginning June 30, 2023.
Previous report
Credit Facility Refinancing
Previous report
In May 2023, we completed the refinancing of our previous credit facility by entering into a new credit agreement, which extends the maturity of our $700 million revolving credit facility to 2027 and an increased $500 million term loan B to 2030. The new credit facility also includes an accordion feature that will allow us to increase the facilities by an aggregate total of up to $475 million. 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. The revolver was undrawn at closing.
Previous report
Issuance of $400 Million 7.25% Senior Notes due 2028
Previous report
In June 2023, the Operating Partnership and RHP Finance Corporation completed the private placement of $400.0 million in aggregate principal amount of 7.25% senior notes due 2028 (the “$400 Million 7.25% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee our credit agreement.
Previous report
Equity Offering
Previous report
In June 2023, we completed an underwritten public offering of approximately 4.4 million shares of our common stock, par value $0.01 per share, at a price to the public of $93.25 per share. Our net proceeds, after deducting underwriting discounts and commissions and other expenses paid by us, were approximately $395 million. We used these proceeds to pay a portion of the purchase price for JW Marriott Hill Country discussed above.
Previous report
OEG Transaction
Previous report
As more fully described in the “OEG Transaction” section of Note 1 to the consolidated financial statements included herein, on June 16, 2022, we and certain of our subsidiaries, including OEG Attractions Holdings, LLC, which directly or indirectly owns the assets that comprise our Entertainment segment, consummated the transactions contemplated by an investment agreement (the “Investment Agreement”) with Atairos Group, Inc. (“Atairos”) and A-OEG Holdings, LLC, an affiliate of Atairos (the “OEG Investor”), pursuant to which OEG issued and sold to the OEG Investor, and the OEG Investor acquired, 30% of the equity interests of OEG for approximately $296.0 million (the “OEG Transaction”). The purchase price for the OEG Transaction may be increased by $30.0 million if OEG achieves certain financial objectives in 2024.
Previous report
We retained a controlling 70% equity interest in OEG and continue to consolidate OEG and the other subsidiaries comprising our Entertainment segment in our consolidated financial statements. After the payment of transaction expenses, we used substantially all of the net proceeds from the OEG Transaction, together with the net proceeds we received from the OEG Term Loan (as defined in “Principal Debt Agreements” below), to repay the then-outstanding balance of our former $300 million term loan A and to pay down substantially all borrowings then outstanding under our revolving credit facility.
Previous report
For 2021, as compared to 2022 and historical periods prior to 2020, the closure and pandemic-constrained business levels then experienced by our Gaylord Hotels properties resulted in a significant decrease in performance reflected in these key performance indicators and relevant GAAP and non-GAAP financial measures.
Previous report
Hospitality segment depreciation and amortization expense decreased in 2023, as compared to 2022, primarily as a result of the intangible asset associated with advanced bookings at Gaylord Rockies when we purchased an additional interest in Gaylord Rockies in 2018 becoming fully amortized in 2022, partially offset by the increase related to JW Marriott Hill Country.
Previous report
Revenues, operating expenses and depreciation and amortization increased in our Entertainment segment in 2023, as compared to 2022, primarily due to Block 21, which we acquired in May 2022. In addition, Entertainment segment revenues increased in 2023, as compared to 2022, due to increased revenues throughout our other OEG businesses as a result of increased attendance or volume, as applicable. Entertainment segment operating expenses also increased in 2023, as compared to 2022, due to increased variable expenses associated with higher business levels.
Previous report
Operating Results – Loss on Sale of Assets
Previous report
Cash interest expense increased $63.1 million to $200.8 million in 2023, as compared to 2022, and non-cash interest expense, which includes amortization of deferred financing costs and debt discounts or premiums and is offset by capitalized interest, decreased $0.1 million to $10.5 million in 2023, as compared to 2022.
Previous report
As a result of the June 2022 repayment of our previous $300 million term loan A with the proceeds from a $300 million OEG term loan, we recognized a loss on extinguishment of debt of $1.5 million in 2022.
Previous report
Loss from Unconsolidated Joint Ventures
Previous report
The Gaylord Rockies Loan is secured by a deed of trust lien on the Gaylord Rockies real estate and related assets. Generally, the Gaylord Rockies Loan is non-recourse to the Company, subject to customary non-recourse carve-outs.
Previous report
On June 30, 2020, the Loan Parties entered into Amendment No. 1 (the “Loan Amendment”) to the Gaylord Rockies Loan, by and among the Loan Parties, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto. The Loan Amendment modified the Gaylord Rockies Loan to (i) provide for the ability to use cash for certain purposes, even during a Cash Sweep Period (as defined in the Loan Agreement) and (ii) provide
Previous report
favorable changes to the debt service coverage ratio provisions. The Loan Amendment includes restrictions on distributions to our subsidiaries that own Gaylord Rockies.
Previous report
Further, on May 2, 2023, the Loan Parties entered into a Benchmark Replacement Modification Agreement to the Gaylord Rockies Loan Agreement, which replaced LIBOR with Adjusted Daily Simple SOFR.
Previous report
We provide for credit loss reserves for trade receivables based upon a percentage of accounts receivable that considers historical write-offs, current economic conditions, and management’s expectations about future economic conditions, as well as periodic evaluations of the aging of accounts receivable.
Reworded paragraphs (65)
Previous wording
We are a Delaware corporation, originally incorporated in 1956, that, following our REIT conversion in 2012, began operating as a self-advised and self-administered REIT for federal income tax purposes on January 1, 2013, 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 International, Inc. (“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
Current wording
We are a Delaware corporation, originally incorporated in 1956, that, following our REIT conversion in 2012, began operating as a self-advised and self-administered REIT for federal income tax purposes on January 1, 2013, 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 International, Inc. (“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 JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) (effective June 30, 2023), the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National.
Previous wording
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; two Nashville-based assets – the Wildhorse Saloon and the General Jackson Showboat; and as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”). See “OEG Transaction” below for additional disclosure regarding our sale of a 30% interest in OEG effective June 16, 2022.
Current wording
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 99 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; Category 10, a Luke Combs-themed bar, music venue and event space that opened in November 2024; as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company. Prior to June 16, 2022, we owned 100% of OEG.
Previous wording
In September 2022, our board of directors approved a dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof. The 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 indebtedness may prohibit us from paying dividends in accordance with any policy we may adopt.
Current wording
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 indebtedness may prohibit us from paying dividends in accordance with any policy we may adopt.
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
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 have often been contracted for several years in advance, 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, insurance costs, costs of food and other supplies, and energy costs have affected our operations in 2023 and 2022 and in the future could negatively affect our results, particularly during an inflationary economic environment. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.
Current wording
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 have often been contracted for several years in advance, 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, insurance costs, costs of food and other supplies, and energy costs have affected our operations in recent years and in the future could negatively affect our results, particularly during an inflationary economic environment. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.
Previous wording
The increase in our total revenues during 2023, as compared to 2022, is attributable to increases in our Hospitality segment and Entertainment segment revenues of $295.5 million and $56.7 million, respectively, as presented in the tables below.
Current wording
The increase in our total revenues during 2024, as compared to 2023, is attributable to increases in Hospitality segment and Entertainment segment revenues of $163.6 million and $17.5 million, respectively, as presented in the tables below.
Previous wording
The increase in total operating expenses during 2023, as compared to 2022, is primarily the result of increases in Hospitality segment and Entertainment segment expenses of $187.8 million and $35.1 million, respectively, as presented in the tables below.
Current wording
The increase in total operating expenses during 2024, as compared to 2023, is primarily the result of increases in Hospitality segment and Entertainment segment expenses of $99.3 million and $18.2 million, respectively, and an increase in depreciation expense of $24.4 million, as presented in the tables below.
Previous wording
The above factors resulted in a $126.5 million improvement in operating income for 2023, as compared to 2022.
Current wording
The above factors resulted in a $37.2 million improvement in operating income for 2024, as compared to 2023.
Previous wording
Our increase in net income of $206.9 million in 2023, as compared to 2022, was due to the change in our operating income described above, and the following factors, each as described more fully below:
Current wording
Our $61.6 million decrease in net income in 2024, as compared to 2023, was due primarily to the following factors, each as described more fully below:
Previous wording
Important factors and trends contributing to our performance during 2023, as compared to 2022, which was partially impacted by the Omicron variant of COVID-19 in the first quarter of 2022, were:
Current wording
Important factors and trends contributing to our performance during 2024, as compared to 2023, were:
Previous wording
Total Hospitality revenues in 2023 include $43.8 million in attrition and cancellation fee collections, a $13.5 million decrease from 2022.
Current wording
Total Hospitality revenues in 2024 include $43.0 million in attrition and cancellation fee collections, a $0.8 million decrease from 2023.
Previous wording
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. Administrative employment costs increased during 2023, as compared to 2022, primarily due to the addition of JW Marriott Hill Country, as well as increases at Gaylord Opryland, Gaylord National and Gaylord Texan associated with increased business levels. Utility costs increased during 2023, as compared to 2022, primarily due to the addition of JW Marriott Hill Country, as well as an increase at Gaylord Opryland associated with increased utility rates. Property taxes increased during 2023, as compared to 2022, primarily due to the addition of JW Marriott Hill Country. Other expenses, which include supplies, advertising, maintenance costs and consulting costs, increased during 2023, as compared to 2022, primarily due to the addition of JW Marriott Hill Country, as well as various increases at Gaylord Opryland, Gaylord National, Gaylord Texan and Gaylord Palms due to increased business levels.
Current wording
Each of the other hotel expense categories above increased in 2024, as compared to 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, accounting, human resources, sales, conference services, engineering and security. The increase in administrative employment costs during 2024, as compared to 2023, also includes an increase at Gaylord Opryland related to increased employment costs within the marketing and engineering departments. The increase in utility costs during 2024, as compared to 2023, also includes an increase at Gaylord Texan due to increased rates. The increase in other expenses, which include supplies, advertising, maintenance costs and consulting costs, during 2024, as compared to 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, as well as decreases at Gaylord Palms and Gaylord National primarily due to decreased occupancy levels.
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. We incurred $41.3 million, $33.7 million and $17.1 million in total base management fees to Marriott related to our Hospitality segment during 2023, 2022 and 2021, respectively. We also incurred $28.3 million, $12.8 million and $0 in incentive management fees for our Hospitality segment during 2023, 2022 and 2021, respectively. Management fees are presented throughout this Annual Report on Form 10-K net of the amortization of the deferred management rights proceeds discussed in Note 5, “Deferred Management Rights Proceeds,” to the 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. We incurred $46.7 million, $41.3 million and $33.7 million in total base management fees to Marriott related to our Hospitality segment during 2024, 2023 and 2022, respectively. We also incurred $29.9 million, $28.3 million and $12.8 million in incentive management fees for our Hospitality segment during 2024, 2023 and 2022, respectively. Management fees are presented throughout this Annual Report on Form 10-K net of the amortization of the deferred management rights proceeds discussed in Note 5, “Deferred Management Rights Proceeds,” to the consolidated financial statements included herein.
Previous wording
*Property-Level Results.*The following presents the property-level financial results of our Hospitality segment for the years ended December 31, 2023, 2022 and 2021. In 2021, these properties experienced higher levels of attrition and cancellations and lower occupancy levels, which are directly related to the COVID-19 pandemic, and experienced heavily transient business. Therefore, the property-level financial results for 2021 are not comparable to 2023, 2022 or to historical periods prior to 2020. Total revenue at each of our Gaylord Hotels properties was lower for 2021 than that of historical periods due to the COVID-19 pandemic. Operating costs at each of our properties were lower for 2021 as a result of cost containment initiatives and lower variable costs due to lower occupancies.
Current wording
*Property-Level Results.*The following presents the property-level financial results of our Hospitality segment for the years ended December 31, 2024, 2023 and 2022.
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*Gaylord Palms Results.*Gaylord Palms results include 302 expansion rooms beginning in June 2021. The results of Gaylord Palms for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands, except percentages and performance metrics):
Current wording
*Gaylord Palms Results.*The results of Gaylord Palms for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics):
Previous wording
JW Marriott Hill Country Results. We purchased JW Marriott Hill Country June 30, 2023. The results of JW Marriott Hill Country for the period ended December 31, 2023 are as follows (in thousands, except percentages and performance metrics):
Current wording
JW Marriott Hill Country Results. The results of JW Marriott Hill Country for the years ended December 31, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):
Previous wording
Due to temporary closures and reopenings of various assets related to COVID-19 in 2021, the Entertainment segment financial results for 2021 are not comparable to 2023, 2022 or to historical periods prior to 2020. Entertainment segment financial results for 2023 and 2022 include Block 21 beginning May 31, 2022. The following presents the financial results of our Entertainment segment for the years ended December 31, 2023, 2022 and 2021 (in thousands, except percentages):
Current wording
Entertainment segment financial results for 2022 include Block 21 beginning May 31, 2022. The following presents the financial results of our Entertainment segment for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages):
Previous wording
Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension and other administrative costs, decreased slightly in 2023, as compared to 2022.
Current wording
Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension and other administrative costs, decreased in 2024, as compared to 2023, primarily as a result of a decrease in employment expenses.
Previous wording
We expense the costs associated with start-up activities and organization costs as incurred. Our preopening costs for 2023 primarily include costs associated with Ole Red Las Vegas, which opened in January 2024. Our preopening costs for 2022 primarily include costs associated with Ole Red Nashville International Airport, which opened in May 2022.
Current wording
Preopening costs for 2024 primarily include costs associated with Category 10, which opened in November 2024 and Ole Red Las Vegas, which opened in January 2024. Preopening costs for 2023 primarily include costs associated with Ole Red Las Vegas.
Previous wording
Loss on sale of assets for 2022 includes the sale of a parcel of land in Nashville, Tennessee.
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Gain on sale of assets for 2024 and loss on sale of assets for 2022 includes the sale of miscellaneous corporate assets.
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Non-Operating Results Affecting Net Income (Loss)
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Non-Operating Results Affecting Net Income
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The following table summarizes the other factors which affected our net income (loss) for the years ended December 31, 2023, 2022 and 2021 (in thousands, except percentages):
Current wording
The following table summarizes the other factors which affected our net income for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages):
Previous wording
Interest expense increased $63.0 million in 2023, as compared to 2022, due primarily to higher interest rates and higher levels of indebtedness attributable to the 2022 OEG Term Loan and the Block 21 CMBS loan, as well as the May 2023 refinancing and increase of the term loan B and the June 2023 issuance of the $400 Million 7.25% Senior Notes. Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.6% and 5.0% in 2023 and 2022, respectively.
Current wording
Interest expense increased in 2024, as compared to 2023, due primarily to higher interest rates and higher levels of indebtedness attributable to the $1 billion in 6.50% senior notes, partially offset by the prepayment of the Gaylord Rockies $800 million term loan.
Previous wording
Interest income for 2023 primarily includes amounts earned on our larger than historical cash balances, as well as the bonds that were received in connection with the development of Gaylord National, which we hold as notes receivable. Interest income for 2022 primarily includes amounts earned on the bonds associated with Gaylord National.
Current wording
Interest income 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 3, “Notes Receivable,” to the accompanying consolidated financial statements included herein for additional discussion of interest income on these bonds.
Previous wording
The loss from unconsolidated joint ventures for 2023 and 2022 represents our equity method share of losses associated with Circle.
Current wording
The loss from unconsolidated joint ventures for 2023 represents our equity method share of losses associated with our previous investment in Circle.
Previous wording
In September 2023, we determined to pivot from television network ownership in favor of a distribution approach. Therefore, we and our joint venture partner agreed to wind down Circle, and operations ceased on December 31, 2023. As a result, we incurred a loss related to Circle of approximately $10.5 million, which is included in loss from unconsolidated joint ventures in the accompanying consolidated statement of operations for 2023.
Current wording
In September 2023, we and our joint venture partner agreed to wind down Circle, and operations ceased on December 31, 2023. As a result, we incurred a loss related to Circle of approximately $10.5 million, which is included in loss from unconsolidated joint ventures in the accompanying consolidated statement of operations for 2023.
Previous wording
Other gains and (losses), net for 2023 and 2022 primarily includes a gain of $6.1 million and $2.9 million, respectively, from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses.
Current wording
Other gains and (losses), net for 2024 and 2023 primarily includes a gain of $3.2 million and $6.1 million, respectively, from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses.
Previous wording
During 2023 and 2022, we recorded an income tax (provision) benefit of $93.7 million and $(38.8) million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction for both years and a change in valuation allowance at the TRSs in 2023.
Current wording
During 2024 and 2023, we recorded an income tax (provision) benefit of $(13.8) million and $93.7 million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction for both years and a change in valuation allowance at the TRSs in 2023.
Previous wording
We present the following non-GAAP financial measures, which we believe are useful to investors as key measures of our operating performance:
Current wording
We present the following non-GAAP financial measures we believe are useful to investors as key measures of our operating performance:
Previous wording
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.
Current wording
We calculate FFO*,*which definition is clarified by NAREIT in its December 2018 white paper as net income (calculated in accordance with GAAP) excluding depreciation and amortization (excluding amortization of deferred financing costs and debt discounts), gains and losses from the sale of certain real estate assets, gains and losses from a change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciated real estate held by the entity, income (loss) from consolidated joint ventures attributable to noncontrolling interest, and pro rata adjustments from unconsolidated joint ventures.
Previous wording
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.
Current wording
We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding the performance of our ongoing operations because each presents a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items, which we believe are not indicative of the performance of our underlying hotel properties. 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.
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 non-GAAP financial measures we present may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. The non-GAAP financial measures we present should not be considered as alternative measures of our net income, operating performance, cash flow or liquidity. These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as net income, operating income, or cash flow from operations.
Previous wording
The following is a reconciliation of our consolidated GAAP net income (loss) to EBITDAre and Adjusted EBITDAre for the years ended December 31, 2023, 2022 and 2021 (in thousands):
Current wording
The following is a reconciliation of our consolidated GAAP net income to EBITDAre and Adjusted EBITDAre for the years ended December 31, 2024, 2023 and 2022 (in thousands):
Previous wording
The following is a reconciliation of our consolidated GAAP net income (loss) to FFO and Adjusted FFO for the years ended December 31, 2023, 2022 and 2021 (in thousands):
Current wording
The following is a reconciliation of our consolidated GAAP net income to FFO and Adjusted FFO for the years ended December 31, 2024, 2023 and 2022 (in thousands):
Previous wording
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 2023, our net cash flows provided by operating activities were $557.1 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $500.6 million and favorable changes in working capital of approximately $56.5 million. The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced room deposits on future hotel room stays.
Current wording
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 2024, our net cash flows provided by operating activities were $576.5 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $550.3 million and favorable changes in working capital of approximately $26.2 million. The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced room deposits on future hotel room stays and a decrease in accounts receivable associated with a difference in timing of credit card settlements.
Previous wording
During 2022, our net cash flows provided by operating activities were $419.9 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $387.6 million, and favorable changes in working capital of approximately $32.3 million. The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced ticket purchases at our OEG venues and advanced room deposits on future hotel room stays, and an increase in general accrued expenses, including an increase in management fees and incentive compensation, as a result of the increase in business levels. These favorable changes in working capital were partially offset by an increase in accounts receivable due to an increase in group business at our Gaylord Hotels properties.
Current wording
During 2023, our net cash flows provided by operating activities were $557.1 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $500.6 million and favorable changes in working capital of approximately $56.5 million. The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced room deposits on future hotel room stays.
Previous wording
During 2022, our primary use of funds for investing activities was the use of $94.0 million in net cash to fund a portion of the purchase price of Block 21 and purchases of property and equipment, which totaled $89.5 million. Purchases of property and equipment consisted primarily of enhancements at Gaylord Rockies to better position the property for our group customers, a re-concepting of the food and beverage options at Gaylord National, the construction of our Ole Red locations in Las Vegas and the Nashville International Airport, and ongoing maintenance capital expenditures for our existing properties.
Current wording
Cash Flows Used in Investing Activities. During 2024, our primary use of funds for investing activities was the purchase of property and equipment, which totaled $407.9 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; enhancements to meeting spaces at Gaylord Opryland; the conversion of the Wildhorse Saloon to Category 10; a rooms renovation at the W Austin and common area enhancements at Block 21; the completion of Ole Red Las Vegas; a rooms and lobby renovation at Gaylord Palms; and ongoing maintenance capital expenditures for each of our existing properties.
Previous wording
During 2022, net cash flows provided by financing activities were $50.7 million, primarily reflecting the net proceeds of the OEG Transaction of $285.9 million and the incurrence of the OEG Term Loan and the repayment of our former term loan A, partially offset by the repayment of $195.0 million under our credit facility and the payment of $15.4 million in deferred financing costs.
Current wording
*Cash Flows Provided By (Used In) Financing Activities.*Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash dividends. During 2024, net cash flows used in financing activities were $290.3 million, primarily reflecting the issuance of $1 billion in 6.50% senior notes, offset by the prepayment of the Gaylord Rockies $800.0 million term loan, the net repayment of $203.5 million under our term loan B, the payment of $266.1 million in cash distributions, and the payment of $23.7 million in deferred financing costs.
Previous wording
*Cash Flows Provided By Financing Activities.*Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash dividends. During 2023, net cash flows provided by financing activities were $711.9 million, primarily reflecting the issuance of the $400 Million 7.25% Senior Notes, $395.4 million in net proceeds from the issuance of approximately 4.4 million shares of our common stock, and the net borrowing of $121.3 million under our refinanced credit facility, partially offset by the payment of $176.0 million in cash distributions and the payment of $23.4 million in deferred financing costs.
Current wording
During 2023, net cash flows provided by financing activities were $711.9 million, primarily reflecting the issuance of $400.0 million in 7.25% senior notes, $395.4 million in net proceeds from the issuance of approximately 4.4 million shares of our common stock, and the net borrowing of $121.3 million under our refinanced credit facility, partially offset by the payment of $176.0 million in cash distributions, and the payment of $23.4 million in deferred financing costs.
Previous wording
At December 31, 2023, we had $591.8 million in unrestricted cash and $745.4 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving debt facility. During 2023, we issued $400 million in new senior notes for net proceeds of $393 million, received net proceeds of $395.4 million from the issuance of approximately 4.4 million shares of our common stock, net borrowed $121.3 million as part of the May 2023 upsizing of our Term Loan B from $370.0 million to $500.0 million, used $791.5 million in net cash to purchase JW Marriott Hill Country, incurred capital expenditures of $206.8 million and paid $176.0 million in cash distributions. These changes, as well as the cash flows provided by operations discussed above, were the primary factors in the increase in our cash balance from 2022 to 2023.
Current wording
At December 31, 2024, we had $477.7 million in unrestricted cash and $754.7 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving credit facility. During 2024, we issued $1 billion in 6.50% senior notes, repaid the $800.0 million Gaylord Rockies term loan, incurred capital expenditures of $407.9 million, paid $266.1 million in cash distributions, and repaid $203.5 million under our term loan B. These changes, partially offset by the cash flows provided by operations discussed above, were the primary factors in the decrease in our cash balance from 2023 to 2024.
Showing the first 40 of 65 pairs. Open the source sections for the rest.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.7% and 6.6% in 2024 and 2023, respectively.
Current report — wording carried from elsewhere
Income (Loss) from Unconsolidated Joint Ventures
Current report — wording carried from elsewhere
function space, the development of a sports bar, pavilion and event lawn, and a meeting space expansion; a rooms renovation at Gaylord Texan; 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. 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
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 principal amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million (the “OEG Revolver”). 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 replaces the former senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million. At December 31, 2024, $299.3 million was outstanding under the OEG Term Loan and $21.0 million was outstanding under the OEG Revolver.
Current report — wording carried from elsewhere
in recent years have reduced the impact of increased operating costs, including increased insurance, utilities and other costs, on our financial position and results of operations.
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
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”), which was previously owned by the Gaylord Rockies joint venture, in which we owned a 65% interest. On May 7, 2021, we purchased the remaining 35% interest in the Gaylord Rockies joint venture. 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”).
Previous report — wording carried elsewhere
operations ceasing December 31, 2023. As a result, we incurred a loss related to Circle of approximately $10.5 million in 2023.
Previous report — wording carried elsewhere
Cash Flows Used in Investing Activities.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
market data to the extent available. Estimating the total future undiscounted net cash flows, as well as the fair value of assets or asset groups, if necessary, requires management to make assumptions and projections of future cash flows, long-term growth rates, asset holding periods, and other factors. The assumptions used to assess impairment consider historical trends, macroeconomic conditions, and projections consistent with our operating strategy. Changes in these estimates and assumptions can have a significant impact on the assessment, which could result in material impairment losses.
Previous report — wording carried elsewhere
assumed. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, and intangible assets, that are assumed as part of the transaction, as well as any noncontrolling interests. When making fair value determinations, we consider market data for similar assets, expected cash flows discounted at risk-adjusted rates, and replacement cost for assets, among other information. Management judgment is required when making the significant assumptions used to value long-lived and identifiable intangible assets, which include projected revenue growth, estimated cash flows, discount rates, and other factors.