UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2017~~2020

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

Commission file number1-13079

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

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

One Gaylord Drive

Nashville, Tennessee 37214

(Address of Principal Executive Offices)

(Zip Code)

(615)316-6000

(Registrant’s Telephone Number, Including Area Code)

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


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

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

~~Indicate by check mark whether the registrant is a shell~~ company ~~(as defined in Rule12b-2~~ ~~of the Exchange Act).~~ ☐ ~~Yes ☒ No~~ Emerging growth company ☐

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

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

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


Class		Outstanding as of ~~October~~July 31, ~~2017~~2020
Common Stock, par value $.01		~~51,196,251~~ 54,978,957 shares

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC.

FORM10-Q

For the Quarter Ended ~~September~~June 30, ~~2017~~2020

INDEX

			Page
	~~Page~~
Part I- Financial Information			3

Item 1. Financial ~~Statements~~Statements.			3

Condensed Consolidated Balance Sheets (Unaudited) ~~- September~~– June 30, ~~2017~~2020 and December 31, ~~2016~~2019		3

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - For the Three Months and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019		4

Condensed Consolidated Statements of Cash Flows (Unaudited) - For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019		5

Condensed Consolidated Statements of Stockholders’ Equity and Noncontrolling Interest (Unaudited) - For the Three Months and Six Months Ended June 30, 2020 and 2019	6

Notes to Condensed Consolidated Financial Statements (Unaudited)		6	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.		25	30

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.		48	56

Item 4. Controls and ~~Procedures~~Procedures.		49	56

Part II- Other Information			57

Item 1. Legal ~~Proceedings~~Proceedings.		49	57

Item 1A. Risk ~~Factors~~Factors.		49	57

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.		49	59

Item 3. Defaults Upon Senior ~~Securities~~Securities.		49	59

Item 4. Mine Safety ~~Disclosures~~Disclosures.		49	59

Item 5. Other ~~Information~~Information.		49	59

Item 6. ~~Exhibits~~Exhibits.		50	60

SIGNATURES		51	61

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. – FINANCIAL STATEMENTS.

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

~~(Unaudited)~~

(In thousands)

June 30,

December 31,

2020

2019
ASSETS:




Property and equipment, net of accumulated depreciation (including $956,935 and $979,012 from VIEs, respectively)

$
3,121,446

$
3,130,252
Cash and cash equivalents - unrestricted (including $12,945 and $33,772 from VIEs, respectively)

82,376

362,430
Cash and cash equivalents - restricted

54,923

57,966
Notes receivable

82,542

110,135
Trade receivables, less credit loss reserve of $1,116 and $828, respectively (including $5,077 and $16,523 from VIEs, respectively)

18,370

70,768
Deferred income tax assets, net

—

25,959
Prepaid expenses and other assets (including $30,841 and $27,888 from VIEs, respectively)

98,255

123,845
Intangible assets (including $182,366 and $202,366 from VIEs, respectively)

187,033

207,113
Total assets

$
3,644,945

$
4,088,468

LIABILITIES AND EQUITY:




Debt and finance lease obligations (including $793,332 and $792,696 from VIEs, respectively)

$
2,576,307

$
2,559,968
Accounts payable and accrued liabilities (including $35,356 and $57,590 from VIEs, respectively)

152,651

264,915
Dividends payable

772

50,711
Deferred management rights proceeds

174,274

175,332
Operating lease liabilities

107,175

106,331
Deferred income tax liabilities, net

683

—
Other liabilities (including $25,049 and $2,174 from VIEs, respectively)

97,686

64,971
Total liabilities

3,109,548

3,222,228
Commitments and contingencies

Noncontrolling interest in consolidated joint venture

141,693

221,511
Stockholders' equity:

Preferred stock, $.01 par value, 100,000 shares authorized, 0 shares issued or outstanding

—

—
Common stock, $.01 par value, 400,000 shares authorized, 54,978 and 54,897 shares issued and outstanding, respectively

550

549
Additional paid-in capital

1,188,046

1,185,168
Treasury stock of 648 and 619 shares, at cost

(18,467)

(17,315)
Accumulated deficit

(711,798)

(495,514)
Accumulated other comprehensive loss

(64,627)

(28,159)
Total stockholders' equity

393,704

644,729
Total liabilities and equity

$
3,644,945

$
4,088,468

   September 30, December 31,
   2017 2016
ASSETS:

Property and equipment, net of accumulated depreciation
   $ 2,044,443 $ 1,998,012
Cash and cash equivalents - unrestricted
   62,672 59,128
Cash and cash equivalents - restricted
   14,703 22,062
Notes receivable
   150,493 152,882
Investment in Gaylord Rockies joint venture
   88,378 70,440
Trade receivables, less allowance of $611 and $629, respectively
   56,684 47,818
Prepaid expenses and other assets
   75,129 55,411


Total assets
   $ 2,492,502 $ 2,405,753


LIABILITIES AND STOCKHOLDERS’ EQUITY:

Debt and capital lease obligations
   $ 1,566,754 $ 1,502,554
Accounts payable and accrued liabilities
   198,290 163,205
Dividends payable
   41,866 39,404
Deferred management rights proceeds
   177,815 180,088
Deferred income tax liabilities, net
   969 1,469
Other liabilities
   155,412 151,036
Commitments and contingencies

Stockholders’ equity:

Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding
   —   —
Common stock, $.01 par value, 400,000 shares authorized, 51,196 and 51,017 shares issued and outstanding, respectively
   512 510
Additionalpaid-in capital
   894,883 893,102
Treasury stock of 541 shares, at cost
   (11,542 ) (11,542 )
Accumulated deficit
   (511,798 ) (491,805 )
Accumulated other comprehensive loss
   (20,659 ) (22,268 )


Total stockholders’ equity
   351,396 367,997


Total liabilities and stockholders’ equity
   $ 2,492,502 $ 2,405,753


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

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Unaudited)
(In thousands, except per share data)

Three Months Ended

Six Months Ended

June 30,

June 30,


2020

2019

2020

2019

Revenues:









Rooms

$
2,802

$
144,704

$
108,930

$
276,916

Food and beverage

1,510

173,030

147,260

344,173

Other hotel revenue

5,993

39,395

39,786

73,550

Entertainment

4,376

50,590

31,735

83,855

Total revenues

14,681

407,719

327,711

778,494

Operating expenses:









Rooms

4,472

36,099

36,780

71,068

Food and beverage

11,891

90,680

95,702

182,039

Other hotel expenses

45,045

90,527

135,519

181,466

Management fees, net

(563)

10,399

4,929

20,155

Total hotel operating expenses

60,845

227,705

272,930

454,728

Entertainment

13,457

33,059

42,803

58,700

Corporate

7,258

8,110

15,394

17,114

Preopening costs

700

(24)

1,501

2,110

Gain on sale of assets

—

—

(1,261)

—

Credit loss on held-to-maturity securities

19,145

—

24,973

—

Depreciation and amortization

54,011

53,553

107,356

106,562

Total operating expenses

155,416

322,403

463,696

639,214

Operating income (loss)

(140,735)

85,316

(135,985)

139,280

Interest expense

(30,042)

(33,492)

(59,400)

(65,579)

Interest income

1,854

2,970

4,225

5,878

Loss from unconsolidated joint ventures

(1,820)

(167)

(3,715)

(167)

Other gains and (losses), net

(16,755)

(111)

(16,560)

(252)

Income (loss) before income taxes

(187,498)

54,516

(211,435)

79,160

Provision for income taxes

(161)

(8,232)

(26,960)

(10,206)

Net income (loss)

(187,659)

46,284

(238,395)

68,954

Net loss attributable to noncontrolling interest in consolidated joint venture

14,167

3,099

18,387

9,837

Net income (loss) available to common stockholders

$
(173,492)

$
49,383

$
(220,008)

$
78,791

Basic income (loss) per share available to common stockholders

$
(3.16)

$
0.96

$
(4.00)

$
1.53

Diluted income (loss) per share available to common stockholders

$
(3.16)

$
0.95

$
(4.00)

$
1.52

Comprehensive income (loss), net of taxes

$
(188,848)

$
46,382

$
(277,021)

$
69,161

Comprehensive loss, net of taxes, attributable to noncontrolling interest

14,228

3,099

27,057

9,837

Comprehensive income (loss), net of taxes, available to common stockholders

$
(174,620)

$
49,481

$
(249,964)

$
78,998

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

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CASH FLOWS

(Unaudited)

~~AND COMPREHENSIVE INCOME~~

~~(Unaudited)~~

(In ~~thousands, except per share data)~~thousands)

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 2017 2016
Revenues:

Rooms
   $ 100,534 $ 101,085 $ 314,577 $ 309,385
Food and beverage
   104,437 113,100 359,047 362,550
Other hotel revenue
   24,619 26,834 73,493 75,604
Entertainment
   35,134 30,701 92,427 81,893


Total revenues
   264,724 271,720 839,544 829,432
Operating expenses:
   ��
Rooms
   27,575 28,371 83,962 82,492
Food and beverage
   62,649 64,790 200,091 201,045
Other hotel expenses
   72,119 73,331 219,580 219,510
Management fees, net
   4,708 4,408 16,417 15,246


Total hotel operating expenses
   167,051 170,900 520,050 518,293
Entertainment
   22,621 19,100 61,559 54,630
Corporate
   9,220 8,447 24,324 22,315
Preopening costs
   877 —   1,587 —
Depreciation and amortization
   28,546 26,706 83,862 81,888


Total operating expenses
   228,315 225,153 691,382 677,126


Operating income
   36,409 46,567 148,162 152,306
Interest expense
   (16,621 ) (15,947 ) (49,640 ) (48,002 )
Interest income
   2,957 2,965 8,874 9,116
Loss from joint ventures
   (899 ) (638 ) (2,616 ) (2,086 )
Other gains and (losses), net
   2,554 2,468 1,024 2,288


Income before income taxes
   24,400 35,415 105,804 113,622
Provision for income taxes
   (530 ) (1,822 ) (2,022 ) (2,352 )


Net income
   $ 23,870 $ 33,593 $ 103,782 $ 111,270


Basic income per share
   $ 0.47 $ 0.66 $ 2.03 $ 2.18


Fully diluted income per share
   $ 0.46 $ 0.66 $ 2.02 $ 2.17


Dividends declared per common share
   $ 0.80 $ 0.75 $ 2.40 $ 2.25


Comprehensive income, net of taxes
   $ 25,434 $ 29,979 $ 105,391 $ 107,704


Six Months Ended

June 30,


2020

2019

Cash Flows from Operating Activities:





Net income (loss)

$
(238,395)

$
68,954

Amounts to reconcile net income (loss) to net cash flows provided by operating activities:

Provision for deferred income taxes

26,641

8,187

Depreciation and amortization

107,356

106,562

Amortization of deferred financing costs

3,851

3,866

Credit loss on held-to-maturity securities

24,973

—

Forfeiture of Block21 earnest deposit

15,000

—

Write-off of deferred financing costs

235

—

Loss from unconsolidated joint ventures

3,715

167

Stock-based compensation expense

4,419

3,961

Changes in:

Trade receivables

52,237

(22,609)

Accounts payable and accrued liabilities

(109,821)

(32,925)

Other assets and liabilities

(1,012)

2,461

Net cash flows provided by (used in) operating activities

(110,801)

138,624

Cash Flows from Investing Activities:





Purchases of property and equipment

(83,139)

(69,074)

Collection of notes receivable

—

10,446

Investment in other joint ventures

(6,728)

(2,164)

Other investing activities, net

1,691

(118)

Net cash flows used in investing activities

(88,176)

(60,910)

Cash Flows from Financing Activities:





Net borrowings under revolving credit facility

25,000

4,000

Repayments under term loan B

(2,500)

(1,250)

Borrowing under Gaylord Rockies construction and mezzanine loans

—

37,653

Deferred financing costs paid

(1,510)

(27)

Payment of dividends

(102,315)

(90,724)

Distributions from consolidated joint venture to noncontrolling interest partners

(992)

(10,591)

Payment of tax withholdings for share-based compensation

(1,660)

(3,876)

Other financing activities, net

(143)

7,106

Net cash flows used in financing activities

(84,120)

(57,709)

Net change in cash, cash equivalents, and restricted cash

(283,097)

20,005

Cash, cash equivalents, and restricted cash, beginning of period

420,396

149,089

Cash, cash equivalents, and restricted cash, end of period

$
137,299

$
169,094

Reconciliation of cash, cash equivalents, and restricted cash to balance sheet:

Cash and cash equivalents - unrestricted

$
82,376

$
103,842

Cash and cash equivalents - restricted

54,923

65,252

Cash, cash equivalents, and restricted cash, end of period

$
137,299

$
169,094

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

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTEREST

(Unaudited)

~~(Unaudited)~~

(In thousands)

   Nine Months Ended
   September 30,
   2017 2016
Cash Flows from Operating Activities:

Net income
   $ 103,782 $ 111,270
Amounts to reconcile net income to net cash flows provided by operating activities:

Provision (benefit) for deferred income taxes
   (500 ) 279
Depreciation and amortization
   83,862 81,888
Amortization of deferred financing costs
   3,958 3,647
Write-off of deferred financing costs
   925 —
Stock-based compensation expense
   4,954 4,594
Changes in:

Trade receivables
   (8,865 ) (3,220 )
Accounts payable and accrued liabilities
   31,994 2,647
Other assets and liabilities
   (4,340 ) (1,989 )


Net cash flows provided by operating activities
   215,770 199,116


Cash Flows from Investing Activities:

Purchases of property and equipment
   (127,148 ) (84,557 )
Investment in Gaylord Rockies joint venture
   (16,309 ) (50,443 )
Investment in other joint ventures
   (6,819 ) (750 )
Proceeds from sale of Peterson LOI
   —   6,785
(Increase) decrease in restricted cash and cash equivalents
   7,359 (3,517 )
Other investing activities
   (4,139 ) 1,023


Net cash flows used in investing activities
   (147,056 ) (131,459 )


Cash Flows from Financing Activities:

Net borrowings (repayments) under revolving credit facility
   (235,900 ) 60,500
Borrowings under term loan A
   200,000 —
Borrowings under term loan B
   500,000 —
Repayments under term loan B
   (392,500 ) (3,000 )
Deferred financing costs paid
   (12,268 ) —
Repayment of note payable related to purchase of AC Hotel
   —   (6,000 )
Repurchase of Company stock for retirement
   —   (24,811 )
Payment of dividends
   (120,740 ) (112,900 )
Payment of tax withholdings for share-based compensation
   (3,775 ) (3,150 )
Other financing activities
   13 1,271


Net cash flows used in financing activities
   (65,170 ) (88,090 )


Net change in cash and cash equivalents
   3,544 (20,433 )
Cash and cash equivalents - unrestricted, beginning of period
   59,128 56,291


Cash and cash equivalents - unrestricted, end of period
   $ 62,672 $ 35,858











Accumulated




Additional

Other

Total

Common

Paid-in

Treasury

Accumulated

Comprehensive

Stockholders'

Noncontrolling

Stock

Capital

Stock

Deficit

Loss

Equity

Interest
BALANCE, December 31, 2019

$
549

$
1,185,168

$
(17,315)

$
(495,514)

$
(28,159)

$
644,729

$
221,511
Net loss

—

—

—

(46,516)

—

(46,516)

(4,220)
Adjustment of noncontrolling interest to redemption value

—

—

—

54,265

—

54,265

(54,265)
Transition adjustment related to adoption of ASU 2016-13

—

—

—

(5,343)

2,158

(3,185)

—
Other comprehensive loss, net of income taxes

—

—

—

—

(37,437)

(37,437)

—
Payment of dividends ($0.95 per share)

—

147

(557)

(51,996)

—

(52,406)

—
Restricted stock units and stock options surrendered

1

(1,660)

—

—

—

(1,659)

—
Stock-based compensation expense

—

2,230

—

—

—

2,230

—
BALANCE, March 31, 2020

$
550

$
1,185,885

$
(17,872)

$
(545,104)

$
(63,438)

$
560,021

$
163,026
Net loss

—

—

—

(173,492)

—

(173,492)

(14,167)
Adjustment of noncontrolling interest to redemption value

—

—

—

6,174

—

6,174

(6,174)
Other comprehensive loss, net of income taxes

—

—

—

—

(1,189)

(1,189)

—
Payment of dividends

—

—

(595)

624

—

29

—
Distribution from consolidated joint venture to noncontrolling interest partners

—

—

—

—

—

—

(992)
Restricted stock units and stock options surrendered

—

(29)

—

—

—

(29)

—
Stock-based compensation expense

—

2,190

—

—

—

2,190

—
BALANCE, June 30, 2020

$
550

$
1,188,046

$
(18,467)

$
(711,798)

$
(64,627)

$
393,704

$
141,693










Accumulated




Additional

Other

Total

Common

Paid-in

Treasury

Accumulated

Comprehensive

Stockholders'

Noncontrolling

Stock

Capital

Stock

Deficit

Loss

Equity

Interest
BALANCE, December 31, 2018

$
513

$
900,795

$
(15,183)

$
(388,524)

$
(28,024)

$
469,577

$
287,433
Net income

—

—

—

29,408

—

29,408

(6,738)
Adjustment of noncontrolling interest to redemption value

—

—

—

(10,420)

—

(10,420)

10,420
Transition adjustment related to adoption of ASU 2018-02

—

—

—

2,707

(2,707)

—

—
Other comprehensive income, net of income taxes

—

—

—

—

109

109

—
Payment of dividends ($0.90 per share)

—

168

(504)

(46,076)

—

(46,412)

—
Restricted stock units and stock options surrendered

1

(3,825)

—

—

—

(3,824)

—
Stock-based compensation expense

—

2,026

—

—

—

2,026

—
BALANCE, March 31, 2019

$
514

$
899,164

$
(15,687)

$
(412,905)

$
(30,622)

$
440,464

$
291,115
Net income

—

—

—

49,383

—

49,383

(3,099)
Adjustment of noncontrolling interest to redemption value

—

—

—

(10,293)

—

(10,293)

10,293
Other comprehensive income, net of income taxes

—

—

—

—

98

98

—
Payment of dividends ($0.90 per share)

—

93

—

(46,593)

—

(46,500)

—
Distribution from consolidated joint venture to noncontrolling interest partners

—

—

—

—

—

—

(10,591)
Restricted stock units and stock options surrendered

—

(63)

—

—

—

(63)

—
Stock-based compensation expense

—

1,935

—

—

—

1,935

—
BALANCE, June 30, 2019

$
514

$
901,129

$
(15,687)

$
(420,408)

$
(30,524)

$
435,024

$
287,718

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

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION:

On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a real estate investment trust (“REIT”) for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”) and the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”). The Company’s other owned hotel assets managed by Marriott include ~~Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”),~~ 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.

The Company also owns a 62.1% interest in a joint venture (the “Gaylord Rockies joint venture”) that owns the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”), which opened in December 2018 and ~~operates~~is managed by Marriott. As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, management has concluded that the Company is the primary beneficiary of this variable interest entity. As such, the Company has consolidated the assets, liabilities and results of operations of the Gaylord Rockies joint venture in the accompanying condensed consolidated financial statements. The portion of the Gaylord Rockies joint venture that the Company does not own is recorded as noncontrolling interest in consolidated joint venture in the accompanying condensed consolidated balance sheet, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statement of stockholders’ equity. Creditors of the Gaylord Rockies joint venture have no recourse to the general credit of the Company, except with respect to certain limited loan guarantees as discussed in Note 13, “Commitments and Contingencies” to the condensed consolidated financial statements included herein.

The Company also owns a number of media and entertainment assets, including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; ~~and~~WSM-AM, the Opry’s radio ~~home.~~home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, and the General Jackson Showboat. The Company also owns a 50% interest in a joint venture intended to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”), which launched its broadcast network on January 1, 2020. See Note 13, “Commitments and Contingencies” to the condensed consolidated financial statements included herein for further disclosure.

The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form10-K for the year ended December 31, ~~2016.~~2019. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.

The Company conducts its business through an umbrella partnership REIT, in which substantially all of its assets are held by, and all of its operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”) that the Company formed in connection with its REIT conversion. Ryman is the sole limited partner of the Operating Partnership and currently owns, either directly or indirectly, all of the partnership units of the Operating Partnership. RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being a~~co-issuer~~ of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and its 100%-owned subsidiaries. As 100%-owned subsidiaries of Ryman, neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form~~10-Q~~ ~~and Ryman’s other reports, documents or other information filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended.~~

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

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Impact of COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (COVID-19) as a pandemic, which continues to spread throughout the United States. COVID-19 is having an unprecedented impact on the U.S. economy, and there is significant uncertainty surrounding the full extent of its impact on the Company’s future results of operations and financial position.

The Company, in consultation with local governmental authorities, first determined to close its Nashville-based entertainment venues in mid-March 2020. As cancellations at the Gaylord Hotels properties began to increase, the Company and its hotel manager, Marriott, implemented a series of operational changes, culminating with the suspension of operations at the Gaylord Hotels properties in late March 2020. Gaylord Texan reopened June 8, 2020, and Gaylord Opryland, Gaylord Palms and Gaylord Rockies reopened June 25, 2020. Gaylord National remains closed. Hotel employees that were laid off or furloughed were generally paid the equivalent of 1 week of compensation, and benefits for hotel employees were maintained throughout the closure for those properties that have reopened and are being maintained through September 30, 2020 for Gaylord National.

In the Company’s Entertainment segment, in addition to the temporary closure of its entertainment assets, the Company has taken steps to reduce operating costs in all areas. Many of the Company’s Nashville-based attractions reopened in May and June 2020; however, the Grand Ole Opry and Ryman Auditorium have remained closed for publicly attended performances. The Company paid all full-time and part-time employees at these properties through June 27, 2020. The Grand Ole Opry and Ryman Auditorium began offering limited-capacity tours in June 2020, and the Company’s decision to reopen to public performances will be based on a number of factors and made in consultation with local health authorities.

The Company amended its credit facility on April 23, 2020, as described in Note 7, “Debt.” The Company continues to pay all required debt service payments on its indebtedness, lease payments, taxes and other payables.

At June 30, 2020, after amending its credit agreement as described in Note 7, “Debt,” to the condensed consolidated financial statements included herein, the Company had an additional $674.1 million available for borrowing under its revolving credit facility and $82.4 million in unrestricted cash on hand. In addition, following the payment of the Company’s first quarter 2020 dividend as discussed in Note 14, “Stockholders Equity,” to the condensed consolidated financial statements included herein, the Company suspended its regular quarterly dividend payments for the remainder of 2020. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Company’s credit agreement amendment described in Note 7, “Debt,” to the condensed consolidated financial statements included herein, permits payment of dividends as necessary to maintain the Company’s REIT status and permits the Company to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of director’s determinations as to the amount of distributions and timing thereof.

The Company has deferred substantially all non-essential capital projects, in addition to delaying the Gaylord Rockies expansion project, which was scheduled to begin construction in second quarter 2020. The Gaylord Palms expansion project is continuing, and the Company believes the expansion will allow Gaylord Palms to serve groups moving meetings to 2021.

Termination of Block 21 Acquisition

In December 2019, the Company entered into an agreement to purchase Block 21, a mixed-use entertainment, lodging, office and retail complex located in Austin, Texas, for $275 million, which included the assumption of approximately $141 million of existing mortgage debt. In May 2020, in response to the then-existing capital markets and economic environment caused by the COVID-19 pandemic, the Company determined it was not in the best interest of shareholders to focus resources and capital on the project and terminated the purchase agreement. The Company forfeited a nonrefundable December 2019 deposit of $15.0 million and recorded a loss, which is included in other gains and (losses), net in the accompanying condensed consolidated statement of operations for the three months and six months ended June 30, 2020.

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Newly Issued Accounting Standards

In ~~May 2014,~~June 2016, the Financial Accounting Standards Board ~~(the “FASB”~~(“FASB”) issued Accounting Standards Update (“ASU”)~~No. 2014-09,~~ “~~Revenue from Contracts with Customers~~,” the core principle of which is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Under this guidance, companies will need to use more judgment and make more estimates than under today’s guidance. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The ASU is effective for the Company in the first quarter of 2018, and the Company plans to adopt this standard at that time using the modified retrospective approach. The Company has completed a revenue stream scoping process and has made significant progress toward completing its assessment of how the new ASU will impact the amount and timing of the various revenue streams recorded in its financial statements. While the Company is still finalizing the assessment in conjunction with Marriott, due to the short-term,~~day-to-day~~ ~~nature of the Company’s hospitality and entertainment segment revenues, the pattern of revenue recognition is not expected to change significantly.~~

~~In February 2016, the FASB issued ASUNo. 2016-02,~~ “~~Leases~~,” that requires lessees to put most leases on their balance sheet, but recognize expenses on their income statements in a manner similar to previous accounting. The ASU also eliminates the required use of bright-line tests for determining lease classification. The ASU is effective for the Company in the first quarter of 2019 and requires a modified retrospective approach, with restatement of prior periods. The primary impact of the adoption will be the inclusion of the Company’s~~75-year~~ ~~ground lease at Gaylord Palms on its balance sheet. See Note 12 in the Company’s Annual Report on Form10-K~~ ~~for the year ended December 31, 2016 for a further disclosure of the Company’s outstanding leases.~~

~~In June 2016, the FASB issued ASU~~No. 2016-13, “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments,” which ~~will change~~changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU ~~will replace~~replaces the ~~current~~previous “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For trade and other receivables,held-to-maturity debt securities, loans and other instruments, entities ~~will be~~are required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The ~~ASU is effective~~Company has applied these amendments with a modified-retrospective approach, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. For debt securities for which an other-than-temporary impairment has been previously recognized, a prospective transition approach for the prior other-than-temporary impairment is required. The Company adopted this ASU in the first quarter of ~~2020.~~2020 and recorded an adjustment to beginning retained earnings of $5.3 million and an adjustment to accumulated other comprehensive loss of $2.2 million. See Note 4, “Accumulated Other Comprehensive Loss” and Note 6, “Notes Receivable” for additional disclosure.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides temporary optional expedients and exceptions to the existing guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The guidance in ASU 2020-04 is optional, effective immediately, and may be elected over time as reference rate reform activities occur generally through December 31, 2022. During the first and second quarters of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of this guidance and may apply other elections as applicable as additional market changes occur.

2. REVENUES:

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

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

Three Months Ended

Six Months Ended

June 30,

June 30,


2020

2019

2020

2019
Hotel group rooms

$
153

$
106,068

$
82,864

$
208,760
Hotel transient rooms

2,649

38,636

26,066

68,156
Hotel food and beverage - banquets

81

123,521

108,251

249,717
Hotel food and beverage - outlets

1,429

49,509

39,009

94,456
Hotel other

5,993

39,395

39,786

73,550
Entertainment admissions/ticketing

486

21,960

10,767

35,583
Entertainment food and beverage

1,499

17,848

11,526

29,887
Entertainment retail and other

2,391

10,782

9,442

18,385
Total revenues

$
14,681

$
407,719

$
327,711

$
778,494

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

Three Months Ended

Six Months Ended

June 30,

June 30,


2020

2019

2020

2019
Gaylord Opryland

$
1,320

$
98,987

$
77,447

$
187,945
Gaylord Palms

814

47,357

46,189

107,273
Gaylord Texan

5,472

69,326

61,468

141,365
Gaylord National

529

78,128

49,923

143,758
Gaylord Rockies

1,806

55,436

56,404

100,679
AC Hotel

146

3,314

1,995

5,749
Inn at Opryland and other

218

4,581

2,550

7,870
Total Hospitality segment revenues

$
10,305

$
357,129

$
295,976

$
694,639

The majority of the Company’s Entertainment segment revenues are concentrated in Tennessee.
The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its ~~financial statements,~~Hospitality segment and ~~such effects have not yet been determined.~~
~~In March 2017,~~advanced ticketing in its Entertainment segment. At June 30, 2020 and December 31, 2019, the ~~FASB issued ASUNo. 2017-07,~~ “~~Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost~~Company had $57.4 million and ~~Net Periodic Postretirement Benefit Cost~~,”$76.7 million, respectively, in deferred revenues, which ~~will change how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of benefits~~are included in accounts payable and accrued liabilities in the ~~income statement. Under~~accompanying condensed consolidated balance sheets. Of the ~~new guidance,~~amount outstanding at December 31, 2019, approximately $44.0 million was recognized in revenue during the service cost component of net periodic benefit cost will be presented in the same income statement line item(s) as other employee compensation costs. In addition, the other components of net periodic benefit cost will be presented separately from service cost and outside of operating income. The ASU is effective for the Company in the first quarter of 2018, and this adoption will not have a material impact on the Company’s financial statements.six months ended June 30, 2020.
2.3. INCOME (LOSS) PER SHARE:
The weighted average number of common shares outstanding is calculated as follows (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,


2020

2019

2020

2019
Weighted average shares outstanding - basic

54,974

51,440

54,943

51,395
Effect of dilutive stock-based compensation

—

118

—

167
Effect of dilutive put rights

—

268

—

268
Weighted average shares outstanding - diluted

54,974

51,826

54,943

51,830

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Weighted average shares outstanding—basic
   51,191    51,004    51,131    51,009
Effect of dilutive stock-based compensation
   185    266    200    270








Weighted average shares outstanding—diluted
   51,376    51,270    51,331    51,279








3.For the three months and six months ended June 30, 2020, the effect of dilutive stock-based compensation was the equivalent of 0.1 million shares of common stock outstanding. Because the Company had a loss from continuing

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operations in the three months and six months ended June 30, 2020, these incremental shares were excluded from the computation of dilutive earnings per share as the effect of their inclusion would have been anti-dilutive.

As more fully discussed in Note 13, “Commitments and Contingencies,” to the condensed consolidated financial statements included herein, certain affiliates of Ares Management, L.P. (“Ares”) each have a put right to require the Company to purchase their joint venture interests in the Gaylord Rockies joint venture in consideration of cash or operating partnership units (“OP Units”) of RHP Hotel Properties, LP (the “Operating Partnership”). Any OP Units issued by the Operating Partnership to the certain affiliates of Ares will be redeemable at the option of the holders thereof. Redemptions will be paid in cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. For the three months and six months ended June 30, 2020, the effect of dilutive put rights was the equivalent of 0.4 million shares of common stock outstanding. Because the Company had a loss from continuing operations in the three months and six months ended June 30, 2020, these incremental shares were excluded from the computation of dilutive earnings per share as the effect of their inclusion would have been anti-dilutive.

4. ACCUMULATED OTHER COMPREHENSIVE LOSS:
The Company’s balance in accumulated other comprehensive loss is ~~composed~~comprised of amounts related to the Company’s minimum pension ~~liability. During~~liability discussed in Note 11, “Pension and Postretirement Benefits Other Than Pension Plans,” interest rate derivatives designated as cash flow hedges related to the ~~three months~~Company’s and ~~nine months~~the Gaylord Rockies joint venture’s outstanding debt as discussed in Note 7, “Debt,” and amounts related to an other-than-temporary impairment of a held-to-maturity investment that existed prior to the Company’s adoption of ASU 2016-13 with respect to the notes receivable discussed in Note 6, “Notes Receivable,” to the condensed consolidated financial statements included herein, and Note 3, “Notes Receivable,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended ~~September 30, 2017, the Company recorded $1.6 million~~December 31, 2019. Changes in ~~other comprehensive income, and during the three months and nine months ended September 30, 2016, the Company recorded $3.7 million in~~accumulated other comprehensive loss ~~which primarily represents~~by component for the ~~changes in~~six months ended June 30, 2020 and 2019 consisted of the ~~Company’s pension plan liability as described in Note 10.~~following (in thousands):
4.

Other-Than-

Minimum

Temporary

Pension

Impairment of

Interest Rate


Liability

Investment

Derivatives

Total
Balance, December 31, 2019

$
(23,916)

$
(5,877)

$
1,634

$
(28,159)
Losses arising during period

(1,106)

—

(40,148)

(41,254)
Amounts reclassified from accumulated other comprehensive loss

33

105

2,490

2,628
Net other comprehensive income (loss)

(1,073)

105

(37,658)

(38,626)
Transition adjustment related to adoption of ASU 2016-13 (see Note 1)

—

2,158

—

2,158
Balance, June 30, 2020

$
(24,989)

$
(3,614)

$
(36,024)

$
(64,627)

Other-Than-

Minimum

Temporary

Pension

Impairment of

Interest Rate


Liability

Investment

Derivatives

Total
Balance, December 31, 2018

$
(21,814)

$
(6,210)

$
—

$
(28,024)
Amounts reclassified from accumulated other comprehensive loss

39

166

—

205
Income tax benefit

2

—

—

2
Net other comprehensive income

41

166

—

207
Transition adjustment related to adoption of ASU 2018-02

(2,707)

—

—

(2,707)
Balance, June 30, 2019

$
(24,480)

$
(6,044)

$
—

$
(30,524)

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5. PROPERTY AND EQUIPMENT:
Property and equipment, including right-of-use finance lease assets, at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016~~2019 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands):

   September 30,    December 31,
   2017    2016

June 30,

December 31,


2020

2019
Land and land improvements
   $ 266,427    $ 266,053

$
351,496

$
349,024
Buildings
   2,436,294    2,398,117

3,454,057

3,432,136
Furniture, fixtures and equipment
   636,362    604,876

970,126

968,858
Right-of-use finance lease assets

1,613

1,613
Construction-in-progress
   106,245    50,273

115,552

82,906




   3,445,328    3,319,319
Accumulated depreciation
   (1,400,885 )    (1,321,307 )




4,892,844

4,834,537
Accumulated depreciation and amortization

(1,771,398)

(1,704,285)
Property and equipment, net
   $ 2,044,443    $ 1,998,012

$
3,121,446

$
3,130,252




In June 2017, the Company entered into an agreement with the Industrial Development Board of the Metropolitan Government of Nashville and Davidson County (the “Board”) to implement a tax abatement plan related to Gaylord Opryland. The tax abatement plan provides for the capping of real property taxes for a period of eight years by legally transferring title to the Gaylord Opryland real property to the Board. The Board financed the acquisition of the Gaylord Opryland real property by issuing a $650 million industrial revenue bond to the Company. The Board then leased this property back to the Company. The Company is obligated to make lease payments equal to the debt service on the industrial revenue bond. No cash was exchanged and no cash will be exchanged in connection with the Company’s lease payments under the lease. The tax abatement period extends through the term of the lease, which coincides with the nine-year maturity of the bond. At any time, the Company has the option to repurchase the real property at a de minimis amount.
Due to the form of these transactions, the Company has not recorded the bond or the lease obligation associated with the sale lease-back transaction, and the cost of the Gaylord Opryland real property remains recorded on the balance sheet and is being depreciated over its estimated useful life.

5.6. NOTES RECEIVABLE:
As further discussed in the Company’s Annual Report on Form10-K for the year ended December 31, ~~2016,~~2019, in connection with the development of Gaylord National, the Company ~~is currently holding~~holds two issuances of governmental bonds (“Series A bond” and “Series B bond”) with a total carrying value and approximate fair value of $82.5 million and $110.1 million at June 30, 2020 and December 31, 2019, respectively, net of credit loss reserve of $30.2 million and $0, respectively. The Company receives debt service and principal payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity ~~date.~~dates of July 1, 2034 and September 1, 2037, respectively. The Company ~~is recording the amortization of discount on these notes receivable as~~records interest income over the life of the ~~notes.~~notes using the effective interest method.
The Company has the intent and ability to hold these bonds to maturity. In the first quarter of 2020, the Company recorded an initial transition adjustment of $5.2 million and has since performed its quarterly assessment of credit losses under the newly adopted credit loss standard discussed in Note 1, which considers the estimate of projected tax revenues that will service the Series B bond over its remaining term. These tax revenue projections were updated as a result of the closure of Gaylord National as a result of the COVID-19 pandemic. As a result of these reduced tax revenue projections over the remaining life of the Series B bond, the Company increased its credit loss reserve by $19.1 million and $25.0 million in the three months and six months ended June 30, 2020.
During the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, the Company recorded interest income of ~~$2.9~~$1.7 million and ~~$3.0~~$2.6 million, respectively, on these bonds. During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, the Company recorded interest income of ~~$8.7~~$3.2 million and ~~$9.0~~$5.1 million, respectively, on these bonds. The Company received payments of ~~$11.1~~$2.9 million and $3.0 million during ~~each of~~ the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively, relating to these ~~notes receivable. See additional discussion regarding the fair value of these notes receivable in Note 14.~~
~~6. INVESTMENT IN GAYLORD ROCKIES JOINT VENTURE:~~
~~In March 2016, certain subsidiaries of the Company entered into a series of agreements with affiliates of RIDA Development Corporation (“RIDA”)~~bonds. At June 30, 2020 and Ares Management, L.P. (“Ares”) with respect to an equity investment in the Gaylord Rockies Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”), which is being developed by RIDA and Ares. The hotel will be managed by Marriott pursuant to a long-term management contract and is expected to consist of a~~1,500-room~~ ~~resort hotel with over 485,000 square feet of exhibition, meeting,pre-function~~ ~~and outdoor space. The hotel is expected to be completed in late 2018 and has a total estimated project cost of approximately $800 million.~~
The Company owns a 35% interest in a limited liability company that owns the real property comprising the hotel, which the Company purchased for a capital contribution of approximately $86.5 million, of which the final portion was funded in the first quarter of 2017. The Company also owns a 35% interest in a limited liability company which will lease the hotel from the property owner and assume the Marriott management agreement prior to the opening of the hotel.
A subsidiary of the Company is providing designated asset management services on behalf of the hotel during the construction period in exchange for a flat fee and after opening of the hotel in exchange for a fee based on the hotel’s gross revenues on an annual basis.
In connection with the agreements, the Company agreed to provide guarantees of the hotel’s construction loan, including a principal repayment guarantee of up to $21 million of the total $500 million principal amount of the construction loan previously obtained from a consortium of eight banks, with such amount reducing to $14 million and further reducing to $8.75 million upon the hotel’s satisfaction of designated debt service coverage requirements following completion and opening of the hotel. The Company has also provided a completion guarantee under the construction loan capped at its pro rata share of all costs necessary to complete the project within the time specified in the joint venture’s loan documents. Further, the Company has agreed to a guarantee capped at its pro rata share of the joint venture’s obligations under the construction loan prior to the hotel’s opening related to interest accruing under the construction loan and the operating expenses of the property (estimated pro rata share of interest prior to the hotel opening is $9.8 million). In addition to guarantees related to the construction loan, the Company agreed to provide a guarantee of the mezzanine debt related to the hotel including a payment guarantee capped at $8.75 million for which the Company is only liable in the event there is a casualty or condemnation event at the hotel and the construction lenders elect to apply those proceeds to the construction loan balance and release the construction loan guarantees and liens. The guarantee related to the mezzanine debt also includes an uncapped completion guarantee and an uncapped guarantee of the joint venture’s obligations under the mezzanine loan prior to the hotel’s opening related to interest accruing under the mezzanine loan and the operating expenses of the property to the extent not already satisfied by the parties under the guarantees related to the construction loan. As of September 30, 2017,December 31, 2019, the Company had ~~not recorded any liability in the consolidated balance sheet associated with~~accrued interest receivable related to these ~~guarantees.~~bonds of $40.7 million and $38.2 million, respectively.

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7. DEBT:
The Company’s debt and ~~capital~~finance lease obligations at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016~~2019 consisted of (in thousands):

June 30,

December 31,


2020

2019
$700M Revolving Credit Facility, interest at LIBOR plus 1.95%, maturing March 31, 2024, less unamortized deferred financing costs of $8,169 and $0

$
16,831

$
—
$300M Term Loan A, interest at LIBOR plus 1.90%, maturing May 31, 2025, less unamortized deferred financing costs of $2,401 and $2,478

297,599

297,522
$500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024, less unamortized deferred financing costs of $4,019 and $4,501

379,731

381,749
$400M Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $2,761 and $3,222

397,239

396,778
$700M Senior Notes, interest at 4.75%, maturing October 15, 2027, less unamortized deferred financing costs of $11,312 and $11,808, plus unamortized premium of $2,301 and $2,434

690,989

690,626
$800M Term Loan (Gaylord Rockies JV), interest at LIBOR plus 2.50%, maturing July 2, 2023, less unamortized deferred financing costs of $7,278 and $8,015

792,722

791,985
Finance lease obligations

1,196

1,308
Total debt

$
2,576,307

$
2,559,968

   September 30,    December 31,
   2017    2016
$700 Million Revolving Credit Facility, terms as set forth below, less unamortized deferred financing costs of $9,696 and $5,267
   $ 136,804    $ 377,133
$200 Million Term Loan A, terms as set forth below, less unamortized deferred financing costs of $1,641 and $0
   198,359    —
$500 Million Term Loan B, terms as set forth below, less unamortized deferred financing costs of $7,860 and $0
   489,640    —
$400 Million Term Loan B, interest at LIBOR plus 2.75%, originally maturing January 15, 2021, less unamortized deferred financing costs of $0 and $5,273
   —      384,727
$350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021, less unamortized deferred financing costs of $3,566 and $4,246
   346,434    345,754
$400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $5,126 and $5,719
   394,874    394,281
Capital lease obligations
   643    659




Total debt
   $ 1,566,754    $ 1,502,554




~~The majority of amounts~~Amounts due within one year consist of the amortization payments for the ~~Term Loan~~$500 million term loan B of 1.0% of the original principal balance, as described ~~below.~~in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
At ~~September~~June 30, ~~2017,~~2020, there were no defaults under the ~~Company was in compliance with all of its~~ covenants related to ~~its~~the Company’s outstanding ~~debt.~~debt, and the lenders had waived the covenant in the credit facility that prohibits closure of the Gaylord Hotels properties for longer than a specified period of time.
Credit Facility
On ~~May 11, 2017,~~April 23, 2020, the Company entered into ~~a Fifth~~Amendment No. 1 (the “Amendment”) to the Company’s Sixth Amended and Restated Credit Agreement (the ~~“Amended Credit~~“Credit Agreement”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, ~~N.A.,~~National Association, as administrative ~~agent, which~~agent.
The Amendment provides for a waiver of the existing financial covenants through March 31, 2021 and ending on April 1, 2021 (the “Temporary Waiver Period”), amends covenant computations for the three months ended June 30, 2021 and ~~restates~~September 30, 2021, and confirms the ~~Company’s existing~~availability of the remaining $674.1 million of undrawn amounts under the revolving credit facility. In addition, ~~on May 23, 2017,~~the Amendment contains a covenant that the Company ~~entered into an Amendment No. 1 (the “Amendment”)~~must maintain unrestricted liquidity (in the form of unrestricted cash on hand or undrawn availability under the Revolver) of at least $100 million. Following the Temporary Waiver Period, in the event the Company is unable to comply with the ~~Amended~~Credit Agreement’s financial covenants, it expects to further amend the Credit Agreement ~~among~~or take other mitigating actions prior to a potential breach.
During the ~~same parties. As amended,~~Temporary Waiver Period, the ~~Company’s credit facility consists of~~Amendment provides for increased interest and fees, additional restrictions on debt, investments, dividends, share repurchases and capital expenditures, and a $700.0 million senior secured revolving credit facility (the “Revolver”), a new $200.0 million senior secured term loan A (the “Term Loan A”), and an increased $500.0 million senior secured term loan B (the “Term Loan B”), each as discussed below.minimum liquidity requirement.
~~Each~~The Company may elect to terminate the Temporary Waiver Period prior to expiration. Upon expiration or termination of the ~~Revolver, Term Loan A and Term Loan B is guaranteed by~~Temporary Waiver Period, it will calculate compliance with the Company, each of the four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of the Company’s subsidiaries. Each is secured by (i) a first mortgage lien on the real property of each of the Gaylord Hotels properties, (ii) pledges of equity interestsfinancial covenants in the ~~Company’s subsidiaries that own the Gaylord Hotels properties, (iii) the personal property of the Company, the Operating Partnership and the subsidiaries that guarantee the Amended~~ Credit Agreement ~~and (iv) all proceeds and products from the Company’s Gaylord Hotels properties. Advances are subject to~~using a ~~55% borrowing base,~~designated annualized calculation based on the ~~appraisal value of the Gaylord Hotels properties (reduced to 50% in the event one of the Gaylord Hotel properties is sold).~~
In addition, each of the Revolver, Term Loan A and Term Loan B contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements.
If an event of default shall occur and be continuing under the Amended Credit Agreement, the commitments under the Amended Credit Agreement may be terminated and the principal amount outstanding under the Amended Credit Agreement, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
~~$700 Million Revolving Credit Facility~~
Company’s most recently completed fiscal quarter or quarters, as applicable. Pursuant to the Amendment, the Company ~~extended~~is required to use any proceeds from borrowings drawn during the ~~maturity~~Temporary Waiver Period to fund operating expenses, debt service of the ~~Revolver~~Company and its subsidiaries, and permitted capital expenditures and investments.

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$800 Million Term Loan (Gaylord Rockies Joint Venture)
On June 30, 2020, Aurora Convention Center Hotel, LLC (“Hotel Owner”) and Aurora Convention Center Hotel Lessee, LLC (“Tenant” and collectively with Hotel Owner, the “Loan Parties”), subsidiaries of the entities comprising the Gaylord Rockies joint venture, entered into Amendment No. 1 (the “Loan Amendment”) to ~~May 23, 2021. Borrowings under~~ the ~~Revolver bear interest at an annual rate equal~~Second Amended and Restated Loan Agreement (the “Loan Agreement”), by and among the Loan Parties, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to attime party thereto.
The Loan Amendment modified the ~~Company’s option, either~~Loan Agreement to (i) ~~LIBOR plus~~provide for the ~~applicable margin ranging from 1.55%~~ability to ~~2.40%, dependent upon the Company’s funded debt to total asset value ratio~~use cash for certain purposes, even during a Cash Sweep Period (as defined in the ~~Amended Credit~~Loan Agreement) or, which the Gaylord Rockies joint venture was in beginning in July 2020, (ii) extend the deadline for Hotel Owner to commence construction of an expansion to Gaylord Rockies, and (iii) provide favorable changes to the debt service coverage ratio provisions.
The Loan Amendment includes restrictions on distributions to the owners of the Gaylord Rockies joint venture and requires a ~~base rate as set in~~certain level of equity financing for a Gaylord Rockies expansion.
Interest Rate Derivatives
The Company and the ~~Amended Credit Agreement. At September 30, 2017, the~~Gaylord Rockies joint venture have each entered into interest rate ~~on the Revolver is LIBOR plus 1.55%. No additional amounts were borrowed under the Revolver at closing.~~
~~$200 Million Term Loan A~~
~~The Amendment also provides for the Term Loan A, which has a maturity date of May 23, 2022. Borrowings under the Term Loan A bear interest at an annual rate equal~~swaps to at the Company’s option, either (i) LIBOR plus the applicable margin ranging from 1.50% to 2.35%, dependent upon the Company’s funded debt to total asset value ratio (as defined in the Amended Credit Agreement) or (ii) a base rate as set in the Amended Credit Agreement. At September 30, 2017, themanage interest rate onrisk associated with the Term Loan A was LIBOR plus 1.50%. Amounts borrowed under the Term Loan A that are repaid or prepaid may not be reborrowed. At closing, the Company drew down on the Term Loan A in full and proceeds were used to pay down a portion of the Revolver.
~~$500 Million Term Loan B~~
~~Pursuant to the Amended Credit Agreement, the Company increased its original $400 million term loan B facility to a~~Company’s $500 million term loan B ~~facility~~ and ~~extended~~ the ~~maturity~~Gaylord Rockies joint venture’s $800 million term loan, respectively. Each swap has been designated as a cash flow hedge whereby the Company or the joint venture receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. Neither the Company nor the Gaylord Rockies joint venture use derivatives for trading or speculative purposes and currently do not hold any derivatives that are not designated as hedges.
For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to ~~May 11, 2024. Borrowings~~interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $15.8 million will be reclassified from accumulated other comprehensive loss to interest expense in the next twelve months.
The estimated fair value of the Company’s derivative financial instruments at June 30, 2020 and December 31, 2019 is as follows (in thousands):

Estimated Fair Value

Asset (Liability) Balance

Strike

Notional

June 30,

December 31,
Hedged Debt

Type

Rate

Index

Maturity Date

Amount

2020

2019
Term Loan B

Interest Rate Swap

1.2235%

1-month LIBOR

May 11, 2023

$ 87,500

$
(2,739)

$
959
Term Loan B

Interest Rate Swap

1.2235%

1-month LIBOR

May 11, 2023

$ 87,500

(2,738)

959
Term Loan B

Interest Rate Swap

1.2235%

1-month LIBOR

May 11, 2023

$ 87,500

(2,739)

956
Term Loan B

Interest Rate Swap

1.2315%

1-month LIBOR

May 11, 2023

$ 87,500

(2,759)

934
Gaylord Rockies Loan

Interest Rate Swap

1.6500%

1-month LIBOR

August 1, 2022

$ 800,000

(25,049)

(2,174)

$
(36,024)

$
1,634

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

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

Amount of Gain (Loss)

Amount of Gain (Loss)

Recognized in OCI

Reclassified from Accumulated

on Derivative

Location of Gain (Loss)

OCI into Income (Expense)

Three Months Ended

Reclassified from
Three Months Ended

June 30,

Accumulated OCI

June 30,

2020

2019

into Income (Expense)

2020

2019

Derivatives in Cash Flow Hedging Relationships:


Interest rate swaps

$
(4,201)

$
—

Interest expense

$
(2,942)

$
—

Total derivatives

$
(4,201)

$
—

$
(2,942)

$
—

Amount of Gain (Loss)

Amount of Gain (Loss)

Recognized in OCI on

Reclassified from Accumulated

Derivative

Location of Gain (Loss)

OCI into Income (Expense)

Six Months Ended

Reclassified from

Six Months Ended

June 30,

Accumulated OCI

June 30,

2020

2019

into Income (Expense)

2020

2019

Derivatives in Cash Flow Hedging Relationships:


Interest rate swaps

$
(40,148)

$
—

Interest expense

$
(2,490)

$
—

Total derivatives

$
(40,148)

$
—

$
(2,490)

$
—

Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended June 30, 2020 and 2019 was $30.0 million and $33.5 million, respectively, and for the six months ended June 30, 2020 and 2019 was $59.4 million and $65.6 million, respectively.
At June 30, 2020, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $37.8 million. As of June 30, 2020, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the ~~Term Loan B bear interest at an annual rate equal to,~~agreements at the Company’s option, either (i) LIBOR plus 2.25% or (ii) a base rate as set in the Amended Credit Agreement. At September 30, 2017, the interest rate on the Term Loan B was LIBOR plus 2.25%. The Term Loan B amortizes in equal quarterly installments in aggregate ~~annual amounts equal to 1.0%~~termination value of ~~the original principal amount of $500.0 million, with the balance due at maturity. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed. At closing,~~$37.8 million. In addition, the Company ~~drew down~~has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on ~~the Term Loan B in full. Net proceeds, after the~~its derivative obligations if repayment of the ~~original $400 million term loan B and certain transaction expenses payable at closing, were approximately $114.3 million and were used~~underlying indebtedness is accelerated by the lender due to ~~pay down a portion of~~ the ~~Revolver.~~Company’s default on the indebtedness.

8. DEFERRED MANAGEMENT RIGHTS PROCEEDS:
On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord ~~Opryland, Gaylord Palms, Gaylord Texan and Gaylord National~~Hotels properties (the “Management Rights”) to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing theday-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property.
On October 1, 2012, the Company received $210.0 million in cash from Marriott in exchange for rights to manage the Gaylord Hotels properties (the “Management Rights”) and certain intellectual property (the “IP Rights”). The Company allocated $190.0 million of the purchase price to the Management Rights, ~~and $20.0 million to the IP Rights. The allocation was~~ based on the Company’s estimates of the fair values for the respective components. ~~The Company estimated the fair value of each component by constructing distinct discounted cash flow models.~~
For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight line basis over the65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense.
9. LEASES:
The ~~amount~~Company is a lessee of a 65.3 acre site in Osceola County, Florida on which Gaylord Palms is located, building or land leases for Ole Red Gatlinburg, Ole Red Orlando and Ole Red Tishomingo, various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074, which may be extended through January 2101, at the Company’s discretion. The leases for Ole Red locations range from five to ten years, with renewal options ranging from five to fifty-five years, at the Company’s discretion. Extension options are not considered reasonably assured and thus are not included in the Company’s calculation of its right-of-use assets and lease liabilities.

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The terms of the Gaylord Palms lease include variable lease payments based upon net revenues at Gaylord Palms and certain other of the Company’s leases include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As the discount rate implicit in the Company’s operating leases is not readily determinable, the Company applied judgments related to the ~~IP Rights was recognized into income~~determination of the discount rates used to calculate the lease liability as ~~other gains~~required by Accounting Standards Codification Topic 842, “Leases”. The Company calculated its incremental borrowing rates by utilizing judgments and ~~losses during~~estimates regarding the ~~fourth quarter of 2012.~~Company’s secured borrowing rates, market credit rating, comparable bond yield curve, and adjustments to market yield curves to determine a securitized rate.
9.The Company’s lease costs for the three months and six months ended June 30, 2020 and 2019 are as follows (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

2020

2019

2020

2019

Operating lease cost
$
2,793

$
3,229

$
6,080

$
6,575

Finance lease cost:

Amortization of right-of-use assets

37

36

74

77

Interest on lease liabilities

12

14

25

31

Net lease cost
$
2,842

$
3,279

$
6,179

$
6,683

Future minimum lease payments under non-cancelable leases at June 30, 2020 are as follows (in thousands):

Operating

Finance

Leases

Leases
Year 1

$
6,401

$
260
Year 2

6,081

248
Year 3

6,067

232
Year 4

5,922

106
Year 5

5,866

46
Years thereafter

571,296

590
Total future minimum lease payments

601,633

1,482
Less amount representing interest

(494,458)

(286)
Total present value of minimum payments

$
107,175

$
1,196

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

Weighted-average remaining lease term:

Operating leases
50.4
years
Finance leases
10.1
years
Weighted-average discount rate:

Operating leases
6.8
%
Finance leases
4.0
%

10. STOCK PLANS:
During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of ~~$66.52~~$84.26 per ~~award.~~unit. There were 0.4 million and ~~0.5~~0.3 million restricted stock units outstanding at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively.

~~The compensation~~16

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Compensation expense ~~that has been charged againstpre-tax~~ ~~income~~ for ~~all of~~ the Company’s stock-based compensation plans was ~~$1.7~~$2.2 million and ~~$1.5~~$1.9 million for the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively, and ~~$5.0~~$4.4 million and ~~$4.6~~$4.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively.

~~10.~~11. PENSION AND POSTRETIREMENT BENEFITS OTHER THAN PENSION PLANS:
Net periodic pension expense (benefit) reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,


2020

2019

2020

2019

Interest cost

$
675

$
878

$
1,351

$
1,756

Expected return on plan assets

(1,054)

(943)

(2,109)

(1,887)

Amortization of net actuarial loss

281

286

563

573

Total net periodic pension expense (benefit)

$
(98)

$
221

$
(195)

$
442

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Interest cost
   $ 891    $ 966    $ 2,706    $ 2,896
Expected return on plan assets
   (1,051 )    (1,021 )    (3,098 )    (3,061 )
Amortization of net actuarial loss
   282    307    861    921
Net settlement loss
   1,218    1,567    1,218    1,567








Total net periodic pension expense
   $ 1,340    $ 1,819    $ 1,687    $ 2,323








~~As a result of increasedlump-sum~~ distributions from the Company’s qualified retirement plan during 2017 and 2016, net settlement losses of $1.2 million and $1.6 million were recognized in the three months and nine months ended September 30, 2017 and 2016, respectively. These net settlement losses have been classified as corporate operating expenses in the accompanying condensed consolidated statements of operations.
~~In addition, the increase inlump-sum~~ ~~distributions required the Company tore-measure~~ ~~its liability under its pension plan as of September 30, 2017. As a result of there-measurement,~~ partially offset by a decrease in the pension plan’s assumed discount rate from 3.7% at December 31, 2016 to 3.3% at September 30, 2017, the Company recorded a $0.3 million decrease in its liability under the pension plan and a corresponding decrease in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet at September 30, 2017.
Net postretirement benefit income reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,


2020

2019

2020

2019

Interest cost

$
18

$
25

$
35

$
50

Amortization of net actuarial loss

64

62

127

123

Amortization of prior service credit

(329)

(329)

(657)

(657)

Total net postretirement benefit income

$
(247)

$
(242)

$
(495)

$
(484)

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Interest cost
   $ 27    $ 30    $ 81    $ 90
Amortization of net actuarial loss
   61    60    184    181
Amortization of prior service credit
   (328 )    (328 )    (985 )    (985 )








Total net postretirement benefit income
   $ (240 )    $ (238 )    $ (720 )    $ (714 )








~~11.~~
12. INCOME TAXES:
The Company has elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company will ~~however, be subject to corporate income taxes onbuilt-in~~ ~~gains (the excess of fair market value over tax basis at January 1, 2013) that result from gains on the sale of certain assets occurring prior to January 1, 2018. In addition, the Company will~~ continue to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”).
~~The~~For the three months and six months ended June 30, 2020, the Company recorded an income tax provision of ~~$0.5~~$0.2 million and ~~$1.8~~$27.0 million, respectively. The income tax provision for the six months ended June 30, 2020 includes the recording of a valuation allowance of $26.7 million, as further described below. In each of the three months ~~ended September 30, 2017~~ and ~~2016, respectively, and $2.0 million and $2.4 million for the nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively,~~2020, the Company also recorded income tax expense of $0.2 million, inclusive of valuation allowance, related to the current period operations of the Company. ~~These results differ~~
Due to the financial statement impact of the COVID-19 pandemic, the Company reassessed the realizability of net deferred tax assets during 2020, and as a result, the Company recorded a full valuation allowance of $26.7 million in the six months ended June 30, 2020 on the net deferred tax assets of its TRSs.
For the three months and six months ended June 30, 2019, the Company recorded an income tax provision of $8.2 million and $10.2 million, respectively, related to regular operations, which differs from the statutory rate primarily due to the REIT dividends paid ~~deduction and the change in valuation allowance required at the TRSs.~~deduction.
At ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, the Company had no0 unrecognized tax benefits.
~~12.~~13. COMMITMENTS AND CONTINGENCIES:
Pursuant to the Gaylord Rockies joint venture agreements, certain affiliates of Ares each have a put right to require the Company to purchase their joint venture interests at a defined appraised value during an annual window period or under

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certain other circumstances in consideration of cash or OP Units of the Operating Partnership. Such OP Units have economic terms that are substantially similar to shares of the Company’s common stock. Any OP Units issued by the Operating Partnership to the Ares affiliates will be redeemable at the option of the holders thereof. Redemptions will be paid in cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments.

Affiliates of RIDA Development Corporation (“RIDA”) also have a put right at a defined appraised value for cash, which will generally become exercisable at the earlier of December 31, 2023 or the date on which a certain change of control of RIDA occurs.

In connection with its investment in the Gaylord Rockies joint venture, the Company and an affiliate of RIDA each entered into limited repayment and carry guaranties that, in the aggregate, guarantee repayment of 10% of the principal debt, together with interest and operating expenses, which are to be released once the Gaylord Rockies joint venture achieves a certain debt service coverage threshold as defined in the Gaylord Rockies Loan. Generally, the Gaylord Rockies Loan is non-recourse to the Company, subject to (i) those limited guaranties, (ii) a completion guaranty in the event a property expansion is pursued, and (iii) customary non-recourse carve-outs.

In April 2019, a subsidiary of the Company entered into a joint venture with Gray Television, Inc. to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“New Country Ventures”). The Company acquired a 50% equity interest in this joint venture and has made capital contributions of $10.5 million. In addition, the joint venture agreement requires the Company to contribute up to an additional $4.5 million through December 31, 2021. The Company accounts for its investment in this joint venture under the equity method of accounting.

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

The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of matters. It is the opinion of management that such ~~legal actions~~contingencies will not have a material effect on the ~~results of operations,~~ financial ~~condition or liquidity~~statements of the Company.

~~13.~~14. STOCKHOLDERS’ EQUITY:

~~Dividends~~

On February ~~28, 2017,~~25, 2020, the Company’s board of directors declared the Company’s first quarter ~~2017~~2020 cash dividend in the amount of ~~$0.80~~$0.95 per share of common stock, or an aggregate of approximately ~~$40.9~~$52.2 million in cash, which was paid on April ~~14, 2017~~15, 2020 to stockholders of record as of the close of business on March 31, ~~2017.~~

~~On June 9, 2017,~~2020. Following the payment of the first quarter 2020 cash dividend, the Company suspended its regular quarterly dividend payments for the remainder of 2020. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Amendment described in Note 7, “Debt,” to the condensed consolidated financial statements included herein, permits payment of dividends as necessary to maintain the Company’s REIT status and permits the Company to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of ~~directors declared the Company’s second quarter 2017 cash dividend in~~director’s determination as to the amount of ~~$0.80 per share of common stock, or an aggregate of approximately $41.0 million in cash, which was paid on July 14, 2017 to stockholders of record as of~~distributions and the ~~close of business on June 19, 2017.~~

timing thereof.
On September 18, 2017, the Company’s board of directors declared the Company’s third quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $41.0 million in cash, which was paid on October 13, 2017 to stockholders of record as of the close of business on September 29, 2017.
~~Previous Stock Repurchase Authorization~~
During the nine months ended September 30, 2016, the Company repurchased 0.5 million shares of its common stock for an aggregate purchase price of $24.8 million, which the Company funded using cash on hand and borrowings under its previous revolving credit facility. The repurchased stock, which represents the entirety of shares that were repurchased under the authorization, was cancelled by the Company. The share repurchase program authorization expired as of December 31, 2016, terminating the program.
~~14.~~15. FAIR VALUE MEASUREMENTS:
The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
~~At September 30, 2017 and December 31, 2016,~~The investments held by the Company ~~held certain assets that are required to be measured at fair value on a recurring basis. These included investments held~~ in ~~conjunction~~connection with ~~the Company’snon-qualified~~ ~~contributory~~its deferred compensation ~~plan. These investments~~plan consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1.

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The Company’s interest rate swaps and the Gaylord Rockies joint venture’s interest rate swap consist of over-the-counter swap contracts, which are not traded on a public exchange. The Company or the Gaylord Rockies joint venture, as applicable, determines the fair value of these swap contracts based on a widely accepted valuation methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows, using interest rates derived from observable market interest rate curves and volatilities, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, these swap contracts have been classified as Level 2.
The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument.
The ~~Company had no liabilities required to be measured at fair value at September 30, 2017 and December 31, 2016. The~~ Company’s assets and liabilities measured at fair value on a recurring basis at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, were as follows (in thousands):




Markets for

Observable

Unobservable

June 30,

Identical Assets

Inputs

Inputs

2020

(Level 1)

(Level 2)

(Level 3)
Deferred compensation plan investments

$
28,540

$
28,540

$
—

$
—
Total assets measured at fair value

$
28,540

$
28,540

$
—

$
—

Variable to fixed interest rate swaps

$
36,024

$
—

$
36,024

$
—
Total liabilities measured at fair value

$
36,024

$
—

$
36,024

$
—

      Markets for    Observable    Unobservable
   September 30,    Identical Assets    Inputs    Inputs
   2017    (Level 1)    (Level 2)    (Level 3)




Markets for

Observable

Unobservable

December 31,

Identical Assets

Inputs

Inputs

2019

(Level 1)

(Level 2)

(Level 3)
Deferred compensation plan investments
   $ 24,339    $ 24,339    $ —      $ —

$
29,174

$
29,174

$
—

$
—








Variable to fixed interest rate swaps

3,808

—

3,808

—
Total assets measured at fair value
   $ 24,339    $ 24,339    $ —      $ —

$
32,982

$
29,174

$
3,808

$
—








      Markets for    Observable    Unobservable
   December 31,    Identical Assets    Inputs    Inputs
   2016    (Level 1)    (Level 2)    (Level 3)
Deferred compensation plan investments
   $ 22,204    $ 22,204    $ —      $ —








Total assets measured at fair value
   $ 22,204    $ 22,204    $ —      $ —








Variable to fixed interest rate swaps

$
2,174

$
—

$
2,174

$
—
Total liabilities measured at fair value

$
2,174

$
—

$
2,174

$
—

The remainder of the assets and liabilities held by the Company at ~~September~~June 30, ~~2017~~2020 are not required to be recorded at fair ~~value. The~~value, and the carrying value ~~of certain~~ of these assets and liabilities ~~do not~~ approximate fair value, except as described below.
~~As further discussed~~The Company has outstanding $400.0 million in ~~Note 5 and in the Company’s Annual Report on Form10-K~~ ~~for the year ended December 31, 2016, in connection with the development~~aggregate principal amount of ~~Gaylord National, the Company received two bonds (“Series A Bond” and “Series B Bond”) from Prince George’s County, Maryland which had aggregate~~$400 million 5% senior notes. The carrying ~~values~~value of ~~$78.7~~these notes at June 30, 2020 was $397.2 million, ~~and $71.8 million, respectively, at September 30, 2017.~~net of unamortized DFCs. The maturity dates of the Series A Bond and the Series B Bond are July 1, 2034 and September 1, 2037, respectively. Based upon current market interest rates of notes receivable with comparable market ratings and current expectations about the timing of debt service payments under the notes, which the Company considers as Level 3, the fair value of ~~the Series A Bond, which~~these notes, based upon quoted market prices (Level 1), was $377.3 million at June 30, 2020.
The Company has ~~the~~outstanding $700.0 million in aggregate principal amount of $700 million 4.75% senior ~~claim to the cash flows supporting these bonds, approximated~~notes. The carrying value of these notes at ~~September~~June 30, ~~2017~~2020 was $691.0 million, net of unamortized DFCs and ~~the~~premiums. The fair value of ~~the Series B Bond~~these notes, based upon quoted market prices (Level 1), was ~~approximately $54~~$625.4 million at ~~September~~June 30, ~~2017. While the fair value~~2020.

Table of the Series B Bond decreased to less than its carrying value during 2011 due to a change in the timing of the debt service payments, the Company has the intent and ability to hold this bond to maturity and expects to receive all debt service payments due under the note. Therefore, the Company does not consider the Series B Bond to be other than temporarily impaired at September 30, 2017.Contents

~~15.~~16. FINANCIAL REPORTING BY BUSINESS SEGMENTS:
The Company’s operations are organized into ~~three~~3 principal business segments:
• ● Hospitality, which includes Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National, the Inn at Opryland, the AC Hotel, and the Company’s investment in the Gaylord Rockies joint venture;
• ● Entertainment, which includes the Grand Ole Opry, the Ryman Auditorium,WSM-AM, Ole Red, the Company’s equity investment in Circle, and the Company’s ~~other attractions~~Nashville-based attractions; and ~~media and entertainment businesses, as well as the Company’s investment in a joint venture associated with a Times Square restaurant and entertainment venue; and~~
• ● Corporate and Other, which includes the Company’s corporate expenses.
The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,


2020

2019

2020

2019

Revenues:









Hospitality

$
10,305

$
357,129

$
295,976

$
694,639

Entertainment

4,376

50,590

31,735

83,855

Corporate and Other

—

—

—

—

Total

$
14,681

$
407,719

$
327,711

$
778,494

Depreciation and amortization:









Hospitality

$
49,588

$
50,331

$
99,357

$
100,464

Entertainment

3,402

2,830

6,507

5,309

Corporate and Other

1,021

392

1,492

789

Total

$
54,011

$
53,553

$
107,356

$
106,562

Operating income:









Hospitality

$
(100,128)

$
79,093

$
(76,311)

$
139,447

Entertainment

(12,483)

14,701

(17,575)

19,846

Corporate and Other

(8,279)

(8,502)

(16,886)

(17,903)

Preopening costs (1)

(700)

24

(1,501)

(2,110)

Gain on sale of assets (2)

—

—

1,261

—

Credit loss on held-to-maturity securities (3)

(19,145)

—

(24,973)

—

Total operating income (loss)

(140,735)

85,316

(135,985)

139,280

Interest expense

(30,042)

(33,492)

(59,400)

(65,579)

Interest income

1,854

2,970

4,225

5,878

Loss from unconsolidated joint ventures

(1,820)

(167)

(3,715)

(167)

Other gains and (losses), net

(16,755)

(111)

(16,560)

(252)

Income (loss) before income taxes

$
(187,498)

$
54,516

$
(211,435)

$
79,160

(1) Preopening costs for the three months ended June 30, 2020 include $0.1 million and $0.6 million for the Hospitality and Entertainment segments, respectively. Preopening costs for the six months ended June 30, 2020 include $0.2 million and $1.3 million for the Hospitality and Entertainment segments, respectively. Preopening costs for the six months ended June 30, 2019 include $0.6 million and $1.5 million for the Hospitality and Entertainment segments, respectively.
(2) Gain on sale of assets for the six months ended June 30, 2020 relates to the Hospitality segment.
(3) Credit loss on held-to-maturity securities for the three months and six months ended June 30, 2020 relates to the Hospitality segment.

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Revenues:

Hospitality
   $ 229,590    $ 241,019    $ 747,117    $ 747,539
Entertainment
   35,134    30,701    92,427    81,893
Corporate and Other
   —      —      —      —








Total
   $ 264,724    $ 271,720    $ 839,544    $ 829,432








Depreciation and amortization:

Hospitality
   $ 26,061    $ 24,401    $ 76,786    $ 75,051
Entertainment
   1,965    1,637    5,465    4,845
Corporate and Other
   520    668    1,611    1,992








Total
   $ 28,546    $ 26,706    $ 83,862    $ 81,888








Operating income:

Hospitality
   $ 36,478    $ 45,718    $ 150,281    $ 154,195
Entertainment
   10,548    9,964    25,403    22,418
Corporate and Other
   (9,740 )    (9,115 )    (25,935 )    (24,307 )
Preopening costs
   (877 )    —      (1,587 )    —








Total operating income
   36,409    46,567    148,162    152,306
Interest expense
   (16,621 )    (15,947 )    (49,640 )    (48,002 )
Interest income
   2,957    2,965    8,874    9,116
Loss from joint ventures
   (899 )    (638 )    (2,616 )    (2,086 )
Other gains and (losses), net
   2,554    2,468    1,024    2,288








Income before income taxes
   $ 24,400    $ 35,415    $ 105,804    $ 113,622

~~16.~~20

Table of Contents

June 30,

December 31,

2020

2019
Identifiable assets:




Hospitality

$
3,321,477

$
3,494,084
Entertainment

192,721

181,036
Corporate and Other

130,747

413,348
Total identifiable assets

$
3,644,945

$
4,088,468

17. INFORMATION CONCERNING GUARANTOR ANDNON-GUARANTOR SUBSIDIARIES:
The ~~$350 Million~~Company’s $400 million 5% ~~Senior Notes~~senior notes and ~~the $400 Million 5% Senior Notes~~$700 million 4.75% senior notes were each issued by the Operating Partnership and ~~Finco~~RHP Finance Corporation, a Delaware corporation, and are guaranteed on a senior unsecured basis by the Company, each of the ~~Company’s four~~Operating Partnership’s 4 wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of the Company’s subsidiaries, each of which guarantees the Operating Partnership’s ~~Amended Credit Agreement~~credit facility, as amended (such subsidiary guarantors, together with the Company, the “Guarantors”). The subsidiary Guarantors are 100% owned by the Operating Partnership, and the guarantees are full and unconditional and joint and several. Not all of the Company’s subsidiaries have guaranteed the Company’s ~~$350 Million~~$400 million 5% ~~Senior Notes~~senior notes and ~~the $400 Million 5% Senior Notes.~~$700 million 4.75% senior notes.
The following condensed consolidating financial information includes certain allocations of expenses based on management’s best estimates, which are not necessarily indicative of financial position, results of operations and cash flows that these entities would have achieved on a stand-alone basis.

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
~~September~~June 30, ~~2017~~2020

(in thousands)

Parent





Non-




Guarantor

Issuer

Guarantors

Guarantors

Eliminations

Consolidated
ASSETS:












Property and equipment, net of accumulated depreciation

$
—

$
—

$
1,645,507

$
1,475,939

$
—

$
3,121,446
Cash and cash equivalents - unrestricted

22

43,020

49

39,285

—

82,376
Cash and cash equivalents - restricted

—

—

—

54,923

—

54,923
Notes receivable

—

—

—

82,542

—

82,542
Trade receivables, less allowance

—

—

—

18,370

—

18,370
Prepaid expenses and other assets

—

33

43

111,167

(12,988)

98,255
Intangible assets

—

—

—

187,033

—

187,033
Intercompany receivables, net

—

—

2,104,406

—

(2,104,406)

—
Investments

729,619

2,949,447

708,075

2,016,104

(6,403,245)

—
Total assets

$
729,641

$
2,992,500

$
4,458,080

$
3,985,363

$
(8,520,639)

$
3,644,945

LIABILITIES AND EQUITY:












Debt and finance lease obligations

$
—

$
1,782,388

$
—

$
793,919

$
—

$
2,576,307
Accounts payable and accrued liabilities

25

11,508

18,470

128,309

(5,661)

152,651
Dividends payable

772

—

—

—

—

772
Deferred management rights proceeds

—

—

—

174,274

—

174,274
Operating lease liabilities

—

—

107,012

7,490

(7,327)

107,175
Deferred income tax liabilities, net

—

—

413

270

—

683
Other liabilities

—

10,975

—

86,711

—

97,686
Intercompany payables, net

335,140

1,478,813

—

290,453

(2,104,406)

—
Total liabilities

335,937

3,283,684

125,895

1,481,426

(2,117,394)

3,109,548
Commitments and contingencies










Noncontrolling interest in consolidated joint venture

—

—

—

141,693

—

141,693
Stockholders’ equity:












Preferred stock

—

—

—

—

—

—
Common stock

550

1

1

2,387

(2,389)

550
Additional paid-in-capital

1,188,046

213,467

2,887,074

2,842,599

(5,943,140)

1,188,046
Treasury stock

(18,467)

—

—

—

—

(18,467)
Accumulated deficit

(711,798)

(493,678)

1,445,110

(429,089)

(522,343)

(711,798)
Accumulated other comprehensive loss

(64,627)

(10,974)

—

(53,653)

64,627

(64,627)
Total stockholders' equity

393,704

(291,184)

4,332,185

2,362,244

(6,403,245)

393,704
Total liabilities and equity

$
729,641

$
2,992,500

$
4,458,080

$
3,985,363

$
(8,520,639)

$
3,644,945

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
ASSETS:

Property and equipment, net of accumulated depreciation
$ —   $ —   $ 1,626,061 $ 418,382 $ —   $ 2,044,443
Cash and cash equivalents—unrestricted
130 311 522 61,709 —   62,672
Cash and cash equivalents—restricted
—   —   —   14,703 —   14,703
Notes receivable
—   —   —   150,493 —   150,493
Investment in Gaylord Rockies joint venture
—   —   —   88,378 —   88,378
Trade receivables, less allowance
—   —   —   56,684 —   56,684
Prepaid expenses and other assets
—   —   —   85,722 (10,593 ) 75,129
Intercompany receivables, net
—   —   1,670,070 —   (1,670,070 ) —
Investments
979,917 2,886,063 647,247 768,523 (5,281,750 ) —

Total assets
$ 980,047 $ 2,886,374 $ 3,943,900 $ 1,644,594 $ (6,962,413 ) $ 2,492,502

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Debt and capital lease obligations
$ —   $ 1,566,110 $ —   $ 644 $ —   $ 1,566,754
Accounts payable and accrued liabilities
702 20,487 8,802 178,892 (10,593 ) 198,290
Dividends payable
41,866 —   —   —   —   41,866
Deferred management rights proceeds
—   —   —   177,815 —   177,815
Deferred income tax liabilities, net
209 —   (201 ) 961 —   969
Other liabilities
—   —   93,798 61,614 —   155,412
Intercompany payables, net
585,874 847,692 —   236,504 (1,670,070 ) —
Commitments and contingencies

Stockholders’ equity:

Preferred stock
—   —   —   —   —   —
Common stock
512 1 1 2,387 (2,389 ) 512
Additionalpaid-in-capital
894,883 713,735 2,831,499 1,473,558 (5,018,792 ) 894,883
Treasury stock
(11,542 ) —   —   —   —   (11,542 )
Accumulated deficit
(511,798 ) (261,651 ) 1,010,001 (467,122 ) (281,228 ) (511,798 )
Accumulated other comprehensive loss
(20,659 ) —   —   (20,659 ) 20,659 (20,659 )

Total stockholders’ equity
351,396 452,085 3,841,501 988,164 (5,281,750 ) 351,396

Total liabilities and stockholders’ equity
$ 980,047 $ 2,886,374 $ 3,943,900 $ 1,644,594 $ (6,962,413 ) $ 2,492,502

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, ~~2016~~2019

(in thousands)

Parent





Non-




Guarantor

Issuer

Guarantors

Guarantors

Eliminations

Consolidated
ASSETS:












Property and equipment, net of accumulated depreciation

$
—

$
—

$
1,632,744

$
1,497,508

$
—

$
3,130,252
Cash and cash equivalents - unrestricted

29

200,534

3

161,864

—

362,430
Cash and cash equivalents - restricted

—

—

—

57,966

—

57,966
Notes receivable

—

—

—

110,135

—

110,135
Trade receivables, less allowance

—

—

—

70,768

—

70,768
Deferred income tax assets, net

—

—

(413)

26,372

—

25,959
Prepaid expenses and other assets

—

12,390

3

118,301

(6,849)

123,845
Intangible assets

—

—

—

207,113

—

207,113
Intercompany receivables, net

—

—

2,113,481

—

(2,113,481)

—
Investments

1,050,955

2,949,445

708,588

2,077,984

(6,786,972)

—
Total assets

$
1,050,984

$
3,162,369

$
4,454,406

$
4,328,011

$
(8,907,302)

$
4,088,468

LIABILITIES AND EQUITY:












Debt and finance lease obligations

$
—

$
1,766,675

$
—

$
793,293

$
—

$
2,559,968
Accounts payable and accrued liabilities

50

13,738

6,996

244,734

(603)

264,915
Dividends payable

50,711

—

—

—

—

50,711
Deferred management rights proceeds

—

—

—

175,332

—

175,332
Operating lease liabilities

—

—

104,742

7,835

(6,246)

106,331
Other liabilities

—

—

—

64,971

—

64,971
Intercompany payables, net

355,494

1,514,770

—

243,217

(2,113,481)

—
Total liabilities

406,255

3,295,183

111,738

1,529,382

(2,120,330)

3,222,228
Commitments and contingencies











Noncontrolling interest in consolidated joint venture

—

—

—

221,511

—

221,511
Stockholders’ equity:












Preferred stock

—

—

—

—

—

—
Common stock

549

1

1

2,387

(2,389)

549
Additional paid-in-capital

1,185,168

315,680

2,894,830

2,843,450

(6,053,960)

1,185,168
Treasury stock

(17,315)

—

—

—

—

(17,315)
Accumulated deficit

(495,514)

(452,303)

1,447,837

(236,752)

(758,782)

(495,514)
Accumulated other comprehensive loss

(28,159)

3,808

—

(31,967)

28,159

(28,159)
Total stockholders' equity

644,729

(132,814)

4,342,668

2,577,118

(6,786,972)

644,729
Total liabilities and equity

$
1,050,984

$
3,162,369

$
4,454,406

$
4,328,011

$
(8,907,302)

$
4,088,468

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
ASSETS:

Property and equipment, net of accumulated depreciation
$ —   $ —   $ 1,600,288 $ 397,724 $ —   $ 1,998,012
Cash and cash equivalents - unrestricted
28 1,234 23 57,843 —   59,128
Cash and cash equivalents - restricted
—   —   —   22,062 —   22,062
Notes receivable
—   —   —   152,882 —   152,882
Investment in Gaylord Rockies joint venture
—   —   —   70,440 —   70,440
Trade receivables, less allowance
—   —   —   47,818 —   47,818
Prepaid expenses and other assets
460 42 5 55,407 (503 ) 55,411
Intercompany receivables, net
—   —   1,640,220 —   (1,640,220 ) —
Investments
988,467 2,886,113 546,007 803,618 (5,224,205 ) —

Total assets
$ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Debt and capital lease obligations
$ —   $ 1,501,895 $ —   $ 659 $ —   $ 1,502,554
Accounts payable and accrued liabilities
740 8,152 11,863 142,940 (490 ) 163,205
Dividends payable
39,404 —   —   —   —   39,404
Deferred management rights proceeds
—   —   —   180,088 —   180,088
Deferred income tax liabilities, net
828 —   573 68 —   1,469
Other liabilities
—   —   89,989 61,060 (13 ) 151,036
Intercompany payables, net
579,986 752,852 —   307,382 (1,640,220 ) —
Commitments and contingencies

Stockholders’ equity:

Preferred stock
—   —   —   —   —   —
Common stock
510 1 1 2,387 (2,389 ) 510
Additionalpaid-in-capital
893,102 835,294 2,827,692 1,410,611 (5,073,597 ) 893,102
Treasury stock
(11,542 ) —   —   —   —   (11,542 )
Accumulated deficit
(491,805 ) (210,805 ) 856,425 (475,133 ) (170,487 ) (491,805 )
Accumulated other comprehensive loss
(22,268 ) —   —   (22,268 ) 22,268 (22,268 )

Total stockholders’ equity
367,997 624,490 3,684,118 915,597 (5,224,205 ) 367,997

Total liabilities and stockholders’ equity
$ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME
For the Three Months Ended ~~September~~June 30, ~~2017~~2020

Parent

Non-

(in thousands)

Guarantor

Issuer

Guarantors

Guarantors

Eliminations

Consolidated
Revenues:










Rooms

$
—

$
—

$
—

$
2,802

$
—

$
2,802
Food and beverage

—

—

—

1,510

—

1,510
Other hotel revenue

—

—

(7,662)

6,409

7,246

5,993
Entertainment

—

—

—

4,392

(16)

4,376
Total revenues

—

—

(7,662)

15,113

7,230

14,681
Operating expenses:












Rooms

—

—

—

4,472

—

4,472
Food and beverage

—

—

—

11,891

—

11,891
Other hotel expenses

—

—

10,383

24,151

10,511

45,045
Management fees, net

—

—

—

(563)

—

(563)
Total hotel operating expenses

—

—

10,383

39,951

10,511

60,845
Entertainment

—

—

—

13,457

—

13,457
Corporate

62

295

—

6,901

—

7,258
Preopening costs

—

—

—

700

—

700
Corporate overhead allocation

1,043

—

2,238

—

(3,281)

—
Credit loss on held-to-maturity securities

—

—

—

19,145

—

19,145
Depreciation and amortization

—

—

16,319

37,692

—

54,011
Total operating expenses

1,105

295

28,940

117,846

7,230

155,416
Operating loss

(1,105)

(295)

(36,602)

(102,733)

—

(140,735)
Interest expense

—

(20,902)

—

(9,235)

95

(30,042)
Interest income

—

23

—

1,926

(95)

1,854
Loss from unconsolidated joint ventures

—

—

—

(1,820)

—

(1,820)
Other gains and (losses), net

—

—

—

(16,755)

—

(16,755)
Loss before income taxes

(1,105)

(21,174)

(36,602)

(128,617)

—

(187,498)
Provision for income taxes

—

—

—

(161)

—

(161)
Equity in subsidiaries’ losses, net

(186,554)

—

—

—

186,554

—
Net income (loss)

$
(187,659)

$
(21,174)

$
(36,602)

$
(128,778)

$
186,554

$
(187,659)
Comprehensive income (loss), net of taxes

$
(188,848)

$
(22,270)

$
(36,602)

$
(128,871)

$
187,743

$
(188,848)
Net income (loss) available to common shareholders

$
(173,492)

$
(21,174)

$
(36,602)

$
(114,611)

$
172,387

$
(173,492)
Comprehensive income (loss), net of taxes, available to common shareholders

$
(174,620)

$
(22,270)

$
(36,602)

$
(114,643)

$
173,515

$
(174,620)

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
Revenues:

Rooms
$ —   $ —   $ —   $ 100,534 $ —   $ 100,534
Food and beverage
—   —   —   104,437 —   104,437
Other hotel revenue
—   —   78,196 28,701 (82,278 ) 24,619
Entertainment
—   —   —   35,134 —   35,134

Total revenues
—   —   78,196 268,806 (82,278 ) 264,724
Operating expenses:

Rooms
—   —   —   27,575 —   27,575
Food and beverage
—   —   —   62,649 —   62,649
Other hotel expenses
—   —   11,177 139,029 (78,087 ) 72,119
Management fees, net
—   —   —   4,708 —   4,708

Total hotel operating expenses
—   —   11,177 233,961 (78,087 ) 167,051
Entertainment
—   —   —   22,622 (1 ) 22,621
Corporate
101 424 —   8,695 —   9,220
Preopening costs
—   —   —   877 —   877
Corporate overhead allocation
2,339 —   1,851 —   (4,190 ) —
Depreciation and amortization
—   —   14,933 13,613 —   28,546

Total operating expenses
2,440 424 27,961 279,768 (82,278 ) 228,315

Operating income (loss)
(2,440 ) (424 ) 50,235 (10,962 ) —   36,409

Interest expense
—   (16,614 ) —   (7 ) —   (16,621 )
Interest income
—   —   —   2,957 —   2,957
Loss from joint ventures
—   —   —   (899 ) —   (899 )
Other gains and (losses), net
—   —   —   2,554 —   2,554

Income (loss) before income taxes
(2,440 ) (17,038 ) 50,235 (6,357 ) —   24,400
(Provision) benefit for income taxes
—   —   590 (1,120 ) —   (530 )
Equity in subsidiaries’ earnings, net
26,310 —   —   —   (26,310 ) —

Net income (loss)
$ 23,870 $ (17,038 ) $ 50,825 $ (7,477 ) $ (26,310 ) $ 23,870

Comprehensive income (loss)
$ 25,434 $ (17,038 ) $ 50,825 $ (5,913 ) $ (27,874 ) $ 25,434

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME
For the Three Months Ended ~~September~~June 30, ~~2016~~2019

Parent

Non-

(in thousands)

Guarantor

Issuer

Guarantors

Guarantors

Eliminations

Consolidated
Revenues:












Rooms

$
—

$
—

$
—

$
144,704

$
—

$
144,704
Food and beverage

—

—

—

173,030

—

173,030
Other hotel revenue

—

—

81,066

53,619

(95,290)

39,395
Entertainment

—

—

—

51,139

(549)

50,590
Total revenues

—

—

81,066

422,492

(95,839)

407,719
Operating expenses:












Rooms

—

—

—

36,099

—

36,099
Food and beverage

—

—

—

90,680

—

90,680
Other hotel expenses

—

—

12,245

170,159

(91,877)

90,527
Management fees, net

—

—

—

10,399

—

10,399
Total hotel operating expenses

—

—

12,245

307,337

(91,877)

227,705
Entertainment

—

—

—

33,059

—

33,059
Corporate

62

429

2

7,617

—

8,110
Preopening costs

—

—

—

(24)

—

(24)
Corporate overhead allocation

1,014

—

2,948

—

(3,962)

—
Depreciation and amortization

—

—

16,482

37,071

—

53,553
Total operating expenses

1,076

429

31,677

385,060

(95,839)

322,403
Operating income (loss)

(1,076)

(429)

49,389

37,432

—

85,316
Interest expense

—

(24,826)

—

(8,987)

321

(33,492)
Interest income

—

150

—

3,141

(321)

2,970
Loss from unconsolidated joint ventures

—

—

—

(167)

—

(167)
Other gains and (losses), net

—

—

—

(111)

—

(111)
Income (loss) before income taxes

(1,076)

(25,105)

49,389

31,308

—

54,516
Provision for income taxes

—

—

(8)

(8,224)

—

(8,232)
Equity in subsidiaries’ earnings, net

47,360

—

—

—

(47,360)

—
Net income (loss)

$
46,284

$
(25,105)

$
49,381

$
23,084

$
(47,360)

$
46,284
Comprehensive income (loss)

$
46,382

$
(25,105)

$
49,381

$
23,182

$
(47,458)

$
46,382
Net income (loss) available to common shareholders

$
49,383

$
(25,105)

$
49,381

$
26,183

$
(50,459)

$
49,383
Comprehensive income (loss), net of taxes, available to common shareholders

$
49,481

$
(25,105)

$
49,381

$
23,182

$
(47,458)

$
49,481

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
Revenues:

Rooms
$ —   $ —   $ —   $ 101,085 $ —   $ 101,085
Food and beverage
—   —   —   113,100 —   113,100
Other hotel revenue
—   —   74,738 30,724 (78,628 ) 26,834
Entertainment
46 —   —   30,701 (46 ) 30,701

Total revenues
46 —   74,738 275,610 (78,674 ) 271,720
Operating expenses:

Rooms
—   —   —   28,371 —   28,371
Food and beverage
—   —   —   64,790 —   64,790
Other hotel expenses
—   —   10,860 137,101 (74,630 ) 73,331
Management fees, net
—   —   —   4,408 —   4,408

Total hotel operating expenses
—   —   10,860 234,670 (74,630 ) 170,900
Entertainment
—   —   —   19,146 (46 ) 19,100
Corporate
98 410 —   7,939 —   8,447
Corporate overhead allocation
2,278 —   1,720 —   (3,998 ) —
Depreciation and amortization
55 —   14,765 11,886 —   26,706

Total operating expenses
2,431 410 27,345 273,641 (78,674 ) 225,153

Operating income (loss)
(2,385 ) (410 ) 47,393 1,969 —   46,567

Interest expense
18 (16,444 ) 119 360 —   (15,947 )
Interest income
—   —   —   2,965 —   2,965
Loss from joint ventures
—   —   —   (638 ) —   (638 )
Other gains and (losses), net
—   —   —   2,468 —   2,468

Income (loss) before income taxes
(2,367 ) (16,854 ) 47,512 7,124 —   35,415
(Provision) benefit for income taxes
(352 ) —   36 (1,506 ) —   (1,822 )
Equity in subsidiaries’ earnings, net
36,312 —   —   —   (36,312 ) —

Net income (loss)
$ 33,593 $ (16,854 ) $ 47,548 $ 5,618 $ (36,312 ) $ 33,593

Comprehensive income (loss)
$ 29,979 $ (16,854 ) $ 47,548 $ 2,004 $ (32,698 ) $ 29,979

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME
For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2020


Parent





Non-




(in thousands)

Guarantor

Issuer

Guarantors

Guarantors

Eliminations

Consolidated
Revenues:












Rooms

$
—

$
—

$
—

$
108,930

$
—

$
108,930
Food and beverage

—

—

—

147,260

—

147,260
Other hotel revenue

—

—

57,079

55,043

(72,336)

39,786
Entertainment

—

—

—

32,290

(555)

31,735
Total revenues

—

—

57,079

343,523

(72,891)

327,711
Operating expenses:










Rooms

—

—

—

36,780

—

36,780
Food and beverage

—

—

—

95,702

—

95,702
Other hotel expenses

—

—

22,825

179,218

(66,524)

135,519
Management fees, net

—

—

—

4,929

—

4,929
Total hotel operating expenses

—

—

22,825

316,629

(66,524)

272,930
Entertainment

—

—

—

42,803

—

42,803
Corporate

125

671

1

14,597

—

15,394
Preopening costs

—

—

—

1,501

—

1,501
Corporate overhead allocation

2,022

—

4,345

—

(6,367)

—
Gain on sale of assets

—

—

—

(1,261)

—

(1,261)
Credit loss on held-to-maturity securities

—

—

—

24,973

—

24,973
Depreciation and amortization

—

—

32,635

74,721

—

107,356
Total operating expenses

2,147

671

59,806

473,963

(72,891)

463,696
Operating loss

(2,147)

(671)

(2,727)

(130,440)

—

(135,985)
Interest expense

—

(41,303)

—

(18,243)

146

(59,400)
Interest income

—

599

—

3,772

(146)

4,225
Loss from unconsolidated joint ventures

—

—

—

(3,715)

—

(3,715)
Other gains and (losses), net

—

—

—

(16,560)

—

(16,560)
Loss before income taxes

(2,147)

(41,375)

(2,727)

(165,186)

—

(211,435)
Provision for income taxes

—

—

—

(26,960)

—

(26,960)
Equity in subsidiaries’ losses, net

(236,248)

—

—

—

236,248

—
Net income (loss)

$
(238,395)

$
(41,375)

$
(2,727)

$
(192,146)

$
236,248

$
(238,395)
Comprehensive income (loss), net of taxes

$
(277,021)

$
(56,157)

$
(2,727)

$
(215,990)

$
274,874

$
(277,021)
Net income (loss) available to common shareholders

$
(220,008)

$
(41,375)

$
(2,727)

$
(173,759)

$
217,861

$
(220,008)
Comprehensive income (loss), net of taxes, available to common shareholders

$
(249,964)

$
(56,157)

$
(2,727)

$
(188,933)

$
247,817

$
(249,964)

   Parent    Non-
(in thousands)    Guarantor Issuer Guarantors    Guarantors Eliminations Consolidated
Revenues:

Rooms
   $ —   $ —   $ —      $ 314,577 $ —   $ 314,577
Food and beverage
   —   —   —      359,047 —   359,047
Other hotel revenue
   —   —   236,517    85,278 (248,302 ) 73,493
Entertainment
   —   —   —      92,451 (24 ) 92,427




Total revenues
   —   —   236,517    851,353 (248,326 ) 839,544
Operating expenses:

Rooms
   —   —   —      83,962 —   83,962
Food and beverage
   —   —   —      200,091 —   200,091
Other hotel expenses
   —   —   33,533    422,239 (236,192 ) 219,580
Management fees, net
   —   —   —      16,417 —   16,417




Total hotel operating expenses
   —   —   33,533    722,709 (236,192 ) 520,050
Entertainment
   —   —   —      61,583 (24 ) 61,559
Corporate
   191 1,226 2    22,905 —   24,324
Preopening costs
   —   —   —      1,587 —   1,587
Corporate overhead allocation
   6,768 —   5,342    —   (12,110 ) —
Depreciation and amortization
   —   —   44,617    39,245 —   83,862




Total operating expenses
   6,959 1,226 83,494    848,029 (248,326 ) 691,382




Operating income (loss)
   (6,959 ) (1,226 ) 153,023    3,324 —   148,162




Interest expense
   —   (49,620 ) —      (20 ) —   (49,640 )
Interest income
   —   —   —      8,874 —   8,874
Loss from joint ventures
   —   —   —      (2,616 ) —   (2,616 )
Other gains and (losses), net
   —   —   —      1,024 —   1,024




Income (loss) before income taxes
   (6,959 ) (50,846 ) 153,023    10,586 —   105,804
(Provision) benefit for income taxes
   —   —   553    (2,575 ) —   (2,022 )
Equity in subsidiaries’ earnings, net
   110,741 —   —      —   (110,741 ) —




Net income (loss)
   $ 103,782 $ (50,846 ) $ 153,576    $ 8,011 $ (110,741 ) $ 103,782




Comprehensive income (loss)
   $ 105,391 $ (50,846 ) $ 153,576    $ 9,620 $ (112,350 ) $ 105,391

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME
For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2019


Parent





Non-




(in thousands)

Guarantor

Issuer

Guarantors

Guarantors

Eliminations

Consolidated
Revenues:

Rooms

$
—

$
—

$
—

$
276,916

$
—

$
276,916
Food and beverage

—

—

—

344,173

—

344,173
Other hotel revenue

—

—

161,476

102,043

(189,969)

73,550
Entertainment

—

—

—

84,928

(1,073)

83,855
Total revenues

—

—

161,476

808,060

(191,042)

778,494
Operating expenses:












Rooms

—

—

—

71,068

—

71,068
Food and beverage

—

—

—

182,039

—

182,039
Other hotel expenses

—

—

24,297

340,141

(182,972)

181,466
Management fees, net

—

—

—

20,155

—

20,155
Total hotel operating expenses

—

—

24,297

613,403

(182,972)

454,728
Entertainment

—

—

—

58,753

(53)

58,700
Corporate

125

880

3

16,106

—

17,114
Preopening costs

—

—

—

2,110

—

2,110
Corporate overhead allocation

2,011

—

6,006

—

(8,017)

—
Depreciation and amortization

—

—

32,732

73,830

—

106,562
Total operating expenses

2,136

880

63,038

764,202

(191,042)

639,214
Operating income (loss)

(2,136)

(880)

98,438

43,858

—

139,280
Interest expense

—

(48,665)

—

(17,341)

427

(65,579)
Interest income

—

158

—

6,147

(427)

5,878
Loss from unconsolidated joint ventures

—

—

—

(167)

—

(167)
Other gains and (losses), net

—

—

—

(252)

—

(252)
Income (loss) before income taxes

(2,136)

(49,387)

98,438

32,245

—

79,160
Provision for income taxes

—

—

(46)

(10,160)

—

(10,206)
Equity in subsidiaries’ earnings, net

71,090

—

—

—

(71,090)

—
Net income (loss)

$
68,954

$
(49,387)

$
98,392

$
22,085

$
(71,090)

$
68,954
Comprehensive income (loss), net of taxes

$
69,161

$
(49,387)

$
98,392

$
22,292

$
(71,297)

$
69,161
Net income (loss) available to common shareholders

$
78,791

$
(49,387)

$
98,392

$
31,922

$
(80,927)

$
78,791
Comprehensive income (loss), net of taxes, available to common shareholders

$
78,998

$
(49,387)

$
98,392

$
22,292

$
(71,297)

$
78,998

   Parent Non-
(in thousands)    Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
Revenues:

Rooms
   $ —   $ —   $ —   $ 309,385 $ —   $ 309,385
Food and beverage
   —   —   —   362,550 —   362,550
Other hotel revenue
   —   —   231,074 87,183 (242,653 ) 75,604
Entertainment
   194 —   —   81,867 (168 ) 81,893


Total revenues
   194 —   231,074 840,985 (242,821 ) 829,432
Operating expenses:

Rooms
   —   —   —   82,492 —   82,492
Food and beverage
   —   —   —   201,045 —   201,045
Other hotel expenses
   —   —   32,749 417,510 (230,749 ) 219,510
Management fees, net
   —   —   —   15,246 —   15,246


Total hotel operating expenses
   —   —   32,749 716,293 (230,749 ) 518,293
Entertainment
   —   —   —   54,798 (168 ) 54,630
Corporate
   292 1,217 2 20,804 —   22,315
Corporate overhead allocation
   6,748 —   5,156 —   (11,904 ) —
Depreciation and amortization
   135 —   44,263 37,490 —   81,888


Total operating expenses
   7,175 1,217 82,170 829,385 (242,821 ) 677,126


Operating income (loss)
   (6,981 ) (1,217 ) 148,904 11,600 —   152,306


Interest expense
   18 (48,896 ) 254 622 —   (48,002 )
Interest income
   28 —   —   �� 9,088 —   9,116
Loss from joint ventures
   —   —   —   (2,086 ) —   (2,086 )
Other gains and (losses), net
   —   —   (87 ) 2,375 —   2,288


Income (loss) before income taxes
   (6,935 ) (50,113 ) 149,071 21,599 —   113,622
Provision for income taxes
   (352 ) —   (54 ) (1,946 ) —   (2,352 )
Equity in subsidiaries’ earnings, net
   118,557 —   —   —   (118,557 ) —


Net income (loss)
   $ 111,270 $ (50,113 ) $ 149,017 $ 19,653 $ (118,557 ) $ 111,270


Comprehensive income (loss)
   $ 107,704 $ (50,113 ) $ 149,017 $ 16,087 $ (114,991 ) $ 107,704

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2020


Parent





Non-




(in thousands)

Guarantor

Issuer

Guarantors

Guarantor

Eliminations

Consolidated
Net cash provided by (used in) operating activities

$
103,999

$
(178,996)

$
48,227

$
(84,031)

$
—

$
(110,801)

Purchases of property and equipment

—

—

(48,181)

(34,958)

—

(83,139)
Investment in other joint ventures

—

—

—

(6,728)

—

(6,728)
Other investing activities

—

—

—

1,691

—

1,691
Net cash used in investing activities

—

—

(48,181)

(39,995)

—

(88,176)

Net borrowings under revolving credit facility

—

25,000

—

—

—

25,000
Repayments under term loan B

—

(2,500)

—

—

—

(2,500)
Deferred financing costs paid

—

(1,018)

—

(492)

—

(1,510)
Payment of dividends

(102,315)

—

—

—

—

(102,315)
Distributions from consolidated joint venture to noncontrolling interest partners

—

—

—

(992)

—

(992)
Payment of tax withholdings for share-based compensation

(1,660)

—

—

—

—

(1,660)
Other financing activities

(31)

—

—

(112)

—

(143)
Net cash provided by (used in) financing activities

(104,006)

21,482

—

(1,596)

—

(84,120)

Net change in cash, cash equivalents, and restricted cash

(7)

(157,514)

46

(125,622)

—

(283,097)
Cash, cash equivalents, and restricted cash, beginning of period

29

200,534

3

219,830

—

420,396
Cash, cash equivalents, and restricted cash, end of period

$
22

$
43,020

$
49

$
94,208

$
—

$
137,299

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
Net cash provided by (used in) operating activities
$ 124,589 $ (60,255 ) $ 64,269 $ 87,167 $ —   $ 215,770

Purchases of property and equipment
—   —   (63,770 ) (63,378 ) —   (127,148 )
Investment in Gaylord Rockies joint venture
—   —   —   (16,309 ) —   (16,309 )
Investment in other joint ventures
—   —   —   (6,819 ) —   (6,819 )
Decrease in restricted cash and cash equivalents
—   —   —   7,359 —   7,359
Other investing activities
—   —   —   (4,139 ) —   (4,139 )

Net cash used in investing activities
—   —   (63,770 ) (83,286 ) —   (147,056 )

Net repayments under revolving credit facility
—   (235,900 ) —   —   —   (235,900 )
Borrowings under term loan A
—   200,000 —   —   —   200,000
Borrowings under term loan B
—   500,000 —   —   —   500,000
Repayments under term loan B
—   (392,500 ) —   —   —   (392,500 )
Deferred financing costs paid
—   (12,268 ) —   —   —   (12,268 )
Payment of dividends
(120,740 ) —   —   —   —   (120,740 )
Payment of tax withholdings for share-based compensation
(3,775 ) —   —   —   —   (3,775 )
Other financing activities
28 —   —   (15 ) —   13

Net cash provided by (used in) financing activities
(124,487 ) 59,332 —   (15 ) —   (65,170 )

Net change in cash and cash equivalents
102 (923 ) 499 3,866 —   3,544
Cash and cash equivalents at beginning of period
28 1,234 23 57,843 —   59,128

Cash and cash equivalents at end of period
$ 130 $ 311 $ 522 $ 61,709 $ —   $ 62,672

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2019


Parent






Non-




(in thousands)

Guarantor

Issuer

Guarantors

Guarantor

Eliminations

Consolidated
Net cash provided by (used in) operating activities

$
94,549

$
(921)

$
17,768

$
27,228

$
—

$
138,624

Purchases of property and equipment

—

—

(17,812)

(51,262)

—

(69,074)
Collection of notes receivable

—

—

—

10,446

—

10,446
Investment in other joint ventures

—

—

—

(2,164)

—

(2,164)
Other investing activities

—

—

—

(118)

—

(118)
Net cash used in investing activities

—

—

(17,812)

(43,098)

—

(60,910)

Net borrowings under revolving credit facility

—

4,000

—

—

—

4,000
Repayments under term loan B

—

(1,250)

—

—

—

(1,250)
Borrowings under Gaylord Rockies construction and mezzanine loans

—

—

—

37,653

—

37,653
Deferred financing costs paid

—

—

—

(27)

—

(27)
Payment of dividends

(90,724)

—

—

—

—

(90,724)
Distributions from consolidated joint venture to noncontrolling interest partners

—

—

—

(10,591)

—

(10,591)
Payment of tax withholdings for share-based compensation

(3,876)

—

—

—

—

(3,876)
Other financing activities

—

—

—

7,106

—

7,106
Net cash provided by (used in) financing activities

(94,600)

2,750

—

34,141

—

(57,709)

Net change in cash, cash equivalents, and restricted cash

(51)

1,829

(44)

18,271

—

20,005
Cash, cash equivalents, and restricted cash, beginning of period

81

657

54

148,297

—

149,089
Cash, cash equivalents, and restricted cash, end of period

$
30

$
2,486

$
10

$
166,568

$
—

$
169,094

   Parent Non-
(in thousands)    Guarantor Issuer Guarantors Guarantors Eliminations    Consolidated
Net cash provided by (used in) operating activities
   $ 141,202 $ (51,999 ) $ 23,151 $ 86,762 $ —      $ 199,116




Purchases of property and equipment
   (8,374 ) —   (23,304 ) (52,879 ) —      (84,557 )
Investment in Gaylord Rockies joint venture
   —   —   —   (50,443 ) —      (50,443 )
Investment in other joint ventures
   —   —   —   (750 ) —      (750 )
Proceeds from sale of Peterson LOI
   6,785 —   —   —   —      6,785
Increase in restricted cash and cash equivalents
   —   —   —   (3,517 ) —      (3,517 )
Other investing activities
   —   —   28 995 —      1,023




Net cash provided by (used in) investing activities
   (1,589 ) —   (23,276 ) (106,594 ) —      (131,459 )




Net repayments under revolving credit facility
   —   60,500 —   —   —      60,500
Net borrowings under term loan B
   —   (3,000 ) —   —   —      (3,000 )
Repayment of note payable related to purchase of AC Hotel
   —   (6,000 ) —   —   —      (6,000 )
Repurchase of Company stock for retirement
   (24,811 ) —   —   —   —      (24,811 )
Payment of dividends
   (112,900 ) —   —   —   —      (112,900 )
Payment of tax withholdings for share-based compensation
   (3,150 ) —   —   —   —      (3,150 )
Other financing activities
   1,284 —   —   (13 ) —      1,271




Net cash provided by (used in) financing activities
   (139,577 ) 51,500 —   (13 ) —      (88,090 )




Net change in cash and cash equivalents
   36 (499 ) (125 ) (19,845 ) —      (20,433 )
Cash and cash equivalents at beginning of period
   23 1,578 158 54,532 —      56,291




Cash and cash equivalents at end of period
   $ 59 $ 1,079 $ 33 $ 34,687 $ —      $ 35,858

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Ryman Hospitality Properties, Inc. (“Ryman”) is a Delaware corporation that conducts its operations so as to maintain its qualification as a real estate investment trust (“REIT”) for federal income tax purposes. The Company conducts its business through an umbrella partnership REIT, in which ~~substantially~~ all of its assets are held by, and operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”). RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being aco-issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and its 100%-owned subsidiaries. As 100%-owned subsidiaries of Ryman, neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form10-Q and Ryman’s other reports, documents or other information filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this report, we use the terms the “Company,” “we” or “our” to refer to Ryman Hospitality Properties, Inc. and its subsidiaries unless the context indicates otherwise.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report and our audited consolidated financial statements and related notes for the year ended December 31, ~~2016,~~2019, included in our Annual Report on Form10-K that was filed with the SEC on February ~~28, 2017.~~25, 2020.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form10-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 anticipated impact of the novel coronavirus (COVID-19) pandemic on travel, transient and group demand, the anticipated impact of the COVID-19 pandemic on our results of operations, liquidity, collection of cancellation and attrition fees, cost containment efforts, efforts to rebook customers for later dates in 2020 and later years, and our plans for reopening and operating our Gaylord Hotels properties and other assets during the ongoing pandemic and when the COVID-19 pandemic subsides; (ii) the effect of our election to be taxed as a REIT and maintain REIT status for federal income tax purposes; ~~(ii)~~(iii) the holding of ournon-qualifying REIT assets in one or more taxable REIT subsidiaries (“TRSs”); ~~(iii)~~(iv) the suspension of our dividend and our announced dividend policy, including the frequency and amount of any dividend we may pay; ~~(iv)~~(v) potential growth opportunities, including future expansion of the geographic diversity of our existing asset portfolio through acquisitions and our investment in the joint venture (the “Gaylord Rockies joint venture”) that owns the Gaylord Rockies ~~joint venture (defined below)~~Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”); ~~(v)~~(vi) Marriott International, Inc.’s (“Marriott”) ability to effectively manage our hotels and other properties; ~~(vi)~~(vii) our anticipated capital expenditures and investments; ~~(vii)~~(viii) the potential operating and financial restrictions imposed on our activities under existing and future financing agreements and other contractual arrangements with third parties, including management agreements with Marriott; (ix) our use of cash during the remainder of 2020; (x) our ability to borrow available funds under our credit facility; (xi) our expectations about successfully amending the agreements governing our indebtedness should the need arise; and ~~(viii)~~(xii) any other business or operational matters. We have based these forward-looking statements on our current expectations and projections about future events.
We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, ~~the~~ risks and uncertainties associated with the COVID-19 pandemic,

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including the effects of the COVID-19 pandemic on us and the hospitality and entertainment industries generally, the effects of the COVID-19 pandemic on the demand for travel, transient and group business (including government-imposed restrictions), levels of consumer confidence in the safety of travel and group gathering as a result of COVID-19, the length and severity of the COVID-19 pandemic in the United States and the pace of recovery following the COVID-19 pandemic, the duration and severity of the COVID-19 pandemic in the markets where our assets are located, the economic conditions affecting the hospitality business generally, the geographic concentration of our hotel properties, business levels at our hotels, ~~the effect of our election to be taxed as a REIT for federal income tax purposes~~

~~commencing with the year ended December 31, 2013,~~ our ability to remain qualified as a REIT, our ability to execute our strategic goals as a REIT, our ability to generate cash flows to support dividends, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, our ability to borrow funds pursuant to our credit agreements and to refinance indebtedness and/or to successfully amend the agreements governing our indebtedness in the future, changes in interest rates, including future changes from LIBOR to a different base rate, and those factors described elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form10-K for the year ended December 31, ~~2016~~2019 or described from time to time in our other reports filed with the SEC.

Any forward-looking statement made in this Quarterly Report on Form10-Q speaks only as of the date on which the statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements we make in this Quarterly Report on Form10-Q, except as may be required by law.

Overview

We operate as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. Our ~~owned assets~~core holdings include a network of ~~four~~five upscale, meetings-focused resorts totaling ~~7,811~~9,615 rooms that are managed by Marriott under the Gaylord Hotels brand. These ~~four~~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”) ~~and~~, the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”)., and Gaylord Rockies, which is owned by the Gaylord Rockies joint venture, in which we own a 62.1% interest. Our other owned hotel assets managed by Marriott include ~~Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”),~~ the Inn at Opryland, a~~303-room~~an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), a~~192-room~~an overflow hotel adjacent to Gaylord National.

We also own and operate media and entertainment assets including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for over 90 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; ~~and~~WSM-AM, the Opry’s radio ~~home.~~home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, and the General Jackson Showboat. We also own a 50% interest in a joint venture intended to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”).

Each of our award-winning Gaylord Hotels properties incorporates not only high quality lodging, but also at least 400,000 square feet of meeting, convention and exhibition space, superb food and beverage options and retail and spa facilities within a single self-contained property. As a result, our Gaylord Hotels properties provide a convenient and entertaining environment for convention guests. Our Gaylord Hotels properties focus on the large group meetings market in the United States.

~~Marriott manages theday-to-day~~ operations of our Gaylord Hotels properties, the Inn at Opryland, the AC Hotel, and certain of our Nashville attractions. As a result, we rely upon Marriott to generate occupancy and revenue levels at our hotel properties.

See “Cautionary Note Regarding Forward-Looking Statements” in this Item 2 and Item 1A, “Risk Factors,” in Part II of this Quarterly Report on Form 10-Q and Item 1A, “Risk Factors,” in our Annual Report on Form10-K for the year ended December 31, ~~2016~~2019 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.

Impact of COVID-19 Pandemic

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U.S. economy, and due to the COVID-19 pandemic, we have experienced disruption of our business and temporarily suspended operations of most of our assets, as further described below. While most of our assets have begun to reopen, there is significant uncertainty surrounding the full extent of the impact of the COVID-19 pandemic on our future results of operations and financial position.

In late February 2020, when the gravity of the COVID-19 pandemic became apparent, we formed an internal task force, which included members of management and our board of directors, to formulate and implement responses to COVID-19. The task force, in consultation with local governmental authorities, first determined to close our Nashville-based entertainment venues in mid-March 2020.

As cancellations at our Gaylord Hotels properties began to increase, we, with our hotel manager, Marriott, implemented a series of operational changes, culminating with the suspension of operations at our Gaylord Hotels properties in late-March 2020. Gaylord Texan reopened June 8, 2020, and Gaylord Opryland, Gaylord Palms and Gaylord Rockies ~~Resort & Convention Center~~reopened June 25, 2020. Gaylord National remains closed. Hotel employees that were laid off or furloughed were generally paid the equivalent of one week of compensation, and benefits for hotel employees were maintained throughout the closure for those properties that have reopened and are being maintained through September 30, 2020 for Gaylord National.

~~As further discussed~~In our Entertainment segment, in ~~Note 6~~addition to the temporary closure of our entertainment assets, we have taken steps to reduce operating costs in all areas. Many of our Nashville-based attractions reopened in May and June 2020; however, the Grand Ole Opry and Ryman Auditorium have remained closed to publicly-attended performances. We continued to pay all full-time and part-time employees at these properties through June 27, 2020. The Grand Ole Opry and Ryman Auditorium began offering limited-capacity tours in June 2020, and our decision to reopen to public performances will be based on a number of factors and made in consultation with local health authorities.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which among other things, provides employer payroll tax credits for wages paid to employees who are unable to work during the COVID-19 pandemic and options to defer payroll tax payments. Based on our preliminary evaluation of the CARES Act, we qualify for certain employer payroll tax credits as well as the deferral of payroll and other tax payments in the future, which will be treated as government subsidies to offset related operating expenses. During the three months and six months ended June 30, 2020, qualified payroll tax credits reduced our operating expenses by $1.8 million. We intend to defer qualified payroll and other tax payments as permitted by the CARES Act.

Our results for the three months and six months ended June 30, 2020 include approximately $10.9 million and $25.0 million of operating costs specifically related to the COVID-19 pandemic, which is primarily comprised of employment costs, and is net of $1.8 million in payroll tax credits provided by the CARES Act.

Impact on Liquidity. We are also taking action to preserve liquidity. We continue to pay all required debt service payments on our indebtedness, lease payments, taxes and other payables. At June 30, 2020, we had $674.1 million available for borrowing under our revolving credit facility and $82.4 million in unrestricted cash on hand. In addition, following the payment of our first quarter 2020 dividend on April 15, 2020 to stockholders of record on March 31, 2020, we suspended our regular quarterly dividend payments for the remainder of 2020. Our board of directors will consider a future dividend as permitted by our credit agreement. Our credit facility amendment described below under “Principal Debt Agreements” permits payment of dividends as necessary to maintain our REIT status and permits us to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to our board of director’s determinations as to the amount of distributions and the timing thereof.

We have deferred approximately $82 million of non-essential capital projects, in addition to delaying the Gaylord Rockies expansion project, which was scheduled to begin construction in second quarter 2020. The Gaylord Palms expansion project is continuing, and we believe the expansion will allow us to serve groups moving meetings to 2021.

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generally 5.0% of the respective property’s total annual revenue; however, Marriott has suspended this obligation through December 2020.

Impact on Operations. During the three months and six months ended June 30, 2020, our Hospitality segment experienced total attrition and cancellations of approximately 741,000 and 1,420,000 net room nights, respectively, which we believe are attributable to COVID-19, representing approximately $149 million and $292 million in revenue, respectively.

We and Marriott’s sales teams have been working closely with our customers to rebook previously cancelled business. We have focused on offering flexibility rather than demanding attrition and cancellation payments in an effort to strengthen our relationships with our customers and meeting planners. Our establishments are undergoing a phased reopening, and the customer mix at our Gaylord Hotels properties may be more heavily transient during this phased reopening than our historical trends.

Principal Debt Agreements. On April 23, 2020, we completed an amendment to the credit agreement governing our $700 million revolving credit facility (of which $25.0 million was outstanding at June 30, 2020), $300 million term loan A facility and the original $500 million term loan B facility (of which $383.8 million was outstanding at June 30, 2020), which was obtained from a consortium of banks led by Wells Fargo Bank, National Association, as administrative agent. The amendment provides for a temporary waiver of financial covenants in the credit facility through March 31, 2021 and ending April 1, 2021 (unless terminated early by us at our option), amends covenant computations for the three months ended June 30, 2021 and September 30, 2021, and confirms the availability of the remaining $675.0 million of undrawn amounts under the revolving credit facility. During the waiver period, the amendment provides for increased interest and fees, additional restrictions on debt, investments, dividends, share repurchases and capital expenditures, and a minimum liquidity requirement. In addition, all borrowings under the revolving credit facility made during the waiver period may only be used for payment of operating expenses, debt service and certain other specified uses. For additional discussion of the amendment to our credit agreement, see “Principal Debt Agreements” below.

On June 30, 2020, the Gaylord Rockies joint venture completed an amendment to its $800 million term 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), (ii) extend the deadline to commence construction of an expansion to Gaylord Rockies, and (iii) provide favorable changes to the debt service coverage ratio provisions. For additional discussion of this amendment, see “Principal Debt Agreements” below.

For additional discussion of the impact of the COVID-19 pandemic on our business, see “Risk Factors” under Part II, Item 1A of this Quarterly Report on Form 10-Q.

Gaylord Rockies Joint Venture

We own a 62.1% interest in the Gaylord Rockies joint venture. Our management has concluded that the Company is the primary beneficiary of this variable interest entity (“VIE”) and the financial position and results of operations of the VIE have been consolidated in the accompanying condensed consolidated financial statements included herein, in March 2016, certain subsidiaries of the Company entered into a series of agreements with affiliates of RIDA Development Corporation (“RIDA”) and Ares Management, L.P. (“Ares”) with respect to an equity investment in theherein. Gaylord Rockies ~~Resort & Convention Center~~opened on a fully operational basis in ~~Aurora, Colorado (“~~first quarter 2019.

Gaylord ~~Rockies”), which is being developed by RIDA and Ares. The hotel will be managed by an affiliate of Marriott pursuant to a long-term management contract and is expected to consist~~Palms Expansion

In 2018, we began construction of a~~1,500-room~~ ~~resort hotel with over 485,000~~ $158 million expansion of Gaylord Palms, which will include an additional 303 guest rooms and 90,000 square feet of ~~exhibition,~~ meeting~~pre-function~~ space, an expanded resort pool and ~~outdoor space.~~events lawn, and a new multi-level parking structure. The ~~hotel~~expansion is expected to be completed in ~~late 2018~~summer 2021.

Gaylord Rockies Expansion

In February 2020, we and ~~has~~our joint venture partner in the Gaylord Rockies joint venture announced an $80 million expansion of Gaylord Rockies, which was intended to include an additional 317 guest rooms. The expansion was expected to begin in the second quarter of 2020, but, as discussed under “Impact of COVID-19” above, the expansion was deferred in response to the COVID-19 pandemic.

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Circle

In 2019, we acquired a ~~total estimated project cost~~50% equity interest in Circle, and we have made $10.5 million in capital contributions through June 30, 2020. The joint venture agreement requires us to contribute up to an additional $4.5 million through December 31, 2021. Circle launched its broadcast network on January 1, 2020, with sixteen original shows and two major distribution partnerships that broadcast Circle in markets accessible to more than 50% of U.S. television households.

Termination of Block 21 Acquisition

In December 2019, we entered into an agreement (the “Block 21 Agreement”) to purchase Block 21, a mixed-use entertainment, lodging, office and retail complex located in Austin, Texas, for $275 million, which included the assumption of approximately ~~$800 million.~~

~~We acquired a 35% interest~~$141 million of existing mortgage debt. In May 2020, in response to the then-existing capital markets and economic environment caused by the COVID-19 pandemic, we determined it was not in the best interest of our shareholders to focus resources and capital on the project and terminated the purchase agreement. We forfeited a nonrefundable deposit of $15.0 million, which is included in other gains and (losses), net in the accompanying condensed consolidated statement of operations for ~~a capital contribution~~the three months and six months ended June 30, 2020.

Dividend Payment; Suspension of Dividend

On February 25, 2020, our board of directors declared our first quarter 2020 cash dividend in the amount of $0.95 per share of common stock, or an aggregate of approximately ~~$86.5~~$52.2 million in cash, which was paid on April 15, 2020 to stockholders of ~~which~~record as of the ~~final portion was funded in the~~close of business on March 31, 2020. Following payment of our first quarter ~~of 2017. The terms of~~2020 cash dividend, we suspended our investment provide that we will have the ability to approve certain major decisions affecting the hotel, including, but not limited to, operating budgets, major capital expenditures, material transactions involving the hotel, and approval of designated hotel senior management. We also have a right of first offer to acquireregular quarterly dividend payments for the remainder of ~~the project~~2020, and ~~designated rights~~our board of directors will consider a future dividend as permitted by our credit agreement. Our credit facility amendment described below under “Principal Debt Agreements” permits payment of dividends as necessary to ~~participate in any sales process with respect~~maintain our REIT status and permits us to pay a dividend of $0.01 per share each quarter. Prior to the ~~project after exercise~~suspension of ~~our first offer rights.~~

~~A subsidiary~~dividends as a result of the Company is providing designated asset management services on behalf of the hotel during the construction period in exchange for a flat fee, and after opening of the hotel, in exchange for a fee based on the hotel’s gross revenues on an annual basis.

~~In connection with the agreements,~~COVID-19 pandemic, we ~~agreed~~had planned to provide certain guarantees of the hotel’s construction loan and mezzanine debt. See Note 6 to the condensed consolidated financial statements included herein for additional discussion of these guarantees.

~~Gaylord Opryland Luxury Waterpark~~

In January 2017, we announced plans for a proposed $90 million investment to create a luxury indoor/outdoor waterpark adjacent to Gaylord Opryland that is expected to open in 2018. The project includes approximately 111,000 square feet of indoor water attractions and activities over three levels and approximately 106,000 square feet of outdoor water amenities. The project will include areas for adults, children and families, as well as dining options and bars. The project will be funded with cash on hand and borrowings under our revolving credit facility.

~~Dividend Policy~~

~~Pursuant to our current dividend policy, we plan~~continue to pay a quarterly cash dividend to shareholders in an amount equal to an annualized payment of at least 50% of adjusted funds from operations (as defined by us) less maintenance capital expenditures or 100% of REIT taxable income, whichever is greater. ~~On February 28, 2017,~~Any future dividend is subject to our board of directors ~~declared our first quarter 2017 cash dividend in~~determinations as to the amount of ~~$0.80 per share of common stock, or an aggregate of approximately $40.9 million in cash, which was paid on April 14, 2017 to stockholders of record as of~~distributions and the close of business on March 31, 2017. On June 9, 2017, our board of directors declared our second quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $41.0 million in cash, which was paid on July 14, 2017 to stockholders of record as of the close of business on June 19, 2017. On September 18, 2017, our board of directors declared our third quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $41.0 million in cash, which was paid on October 13, 2017 to stockholders of record as of the close of business on September 29, 2017. We currently plan to pay a quarterly cash dividend of $0.80 per share of common stock in January 2018. The declaration, timing ~~and amount of dividends will be determined by action of our board of directors.~~ thereof.

Our ~~dividend policy may be altered at any time by our board of directors.~~

~~Credit Facility Refinancing~~

In May 2017, we refinanced our existing credit facility to (i) extend the maturity of our existing $700 million revolving credit facility to May 2021, (ii) upsize our existing $400 million term loan B to $500 million, improve its pricing, and extend the maturity to May 2024 and (iii) add a new $200 million term loan A that matures in May 2022. Net proceeds, after repayment of the existing term loan B and closing costs, were approximately $308.9 million and were used to pay down a portion of our revolving credit facility. See a detailed discussion of the refinanced terms of our credit facility under the “Principal Debt Agreements” section of “Liquidity and Capital Resources” below.

~~Our~~Long-Term Strategic Plan

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

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

Expansion of Hotel Asset Portfolio. While our pre-COVID-19 short-term capital allocation strategy has focused on returning capital to stockholders through the payment of dividends, part of our long-term growth strategy includes acquisitions of other hotels, particularly in the group meetings sector of the hospitality industry, either alone or through joint ventures or alliances with one or more third parties. We intend to pursue attractive investment opportunities which meet our acquisition parameters, specifically, group-oriented large hotels and overflow hotels with existing or potential leisure appeal. We are interested in highly accessible upper-upscale assets with over 400 hotel rooms in urban and resort group destination markets. We also consider assets that possess or are located near convention centers that present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We plan to expand the geographic diversity of our existing asset portfolio through acquisitions. As a REIT, we do not view independent, large-scale development of resort and convention hotels as a part of our long-term growth strategy.

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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 ourWSM-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. ~~We believe that licensing our brand for products may provide an opportunity to increase revenues and cash flow with relatively little capital investment.~~ To this end, we ~~are investing~~have invested in ~~the Opry City Stage, a joint venture to open a four-level entertainment complex in Times Square, as well as a Company-owned,~~four Blake Shelton-themed ~~five-level~~multi-level bar, music venue and event ~~space in Nashville~~spaces named after the Shelton hit ~~“Ole Red.~~“Ol’ Red,” and we have invested in Circle as discussed above.

Our ~~Current~~ Operations

Our ongoing operations are organized into three principal business segments:

●

Hospitality, consisting of our Gaylord Hotels properties (including our investment in the Gaylord Rockies joint venture), the Inn at Opryland and the AC Hotel.

●

Entertainment, consisting of the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, our equity investment in Circle, and our other Nashville-based attractions.

●

Corporate and Other, consisting of our corporate expenses.

~~Hospitality, consisting of Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National, the Inn at Opryland, the AC Hotel, and our investment in the Gaylord Rockies joint venture.~~

~~Entertainment, consisting of the Grand Ole Opry, the Ryman Auditorium,WSM-AM,~~ ~~our other attractions, media and entertainment businesses, and our investment in the Opry City Stage joint venture.~~

~~Corporate and Other, consisting of our corporate expenses.~~

For the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, our total revenues were divided among these business segments as follows:

Three Months Ended

Six Months Ended

June 30,

June 30,

Segment

2020

2019


2020

2019


Hospitality

70
%
88
%

90
%
89
%

Entertainment

30
%
12
%

10
%
11
%

Corporate and Other

0
%
0
%

0
%
0
%

   Three Months Ended Nine Months Ended
   September 30, September 30,
Segment
   2017 2016 2017 2016
Hospitality
   87 % 89 % 89 % 90 %
Entertainment
   13 % 11 % 11 % 10 %
Corporate and Other
   0 % 0 % 0 % 0 %
As described above, our hotels and entertainment assets were closed for a period of time and certain assets remain closed pending our decision to safely reopen facilities as discussed above. While facilities were closed or remain closed, we recorded or expect to record, as applicable, negligible revenue, and we incurred or will incur expenses as described above under “Impact of COVID-19 Pandemic.” Our short-term strategy is to safely reopen our assets, focus on rebooking business in our hotels, pursue cost containment strategies and conserve liquidity.

Key Performance Indicators
The operating results of our Hospitality segment are highly dependent on the volume of customers at our hotels and the quality of the customer mix at our hotels, which are managed by Marriott. These factors impact the price that Marriott can charge for our hotel rooms and other amenities, such as food and beverage and meeting space. The following key performance indicators are commonly used in the hospitality REIT ~~industry:~~
industry, allow investors to compare our performance with other companies in the hospitality REIT industry, and are used by management to evaluate hotel ~~occupancy – a volume indicator;~~
performance and allocate capital expenditures:
● hotel occupancy – a volume indicator calculated by dividing total rooms sold by total rooms available;
● average daily rate (“ADR”) – a price indicator calculated by dividing room revenue by the number of rooms sold;
● Revenue per Available Room (“RevPAR”) – a ~~price indicator calculated by dividing room revenue by the number of rooms sold;~~
~~Revenue per Available Room (“RevPAR”) –a~~ summary measure of hotel results calculated by dividing room revenue by room nights available to guests for the period;
35

Table of Contents

●

Total Revenue per Available Room (“Total RevPAR”) – a summary measure of hotel results calculated by dividing the sum of room, food and beverage and other ancillary service revenue by room nights available to guests for the period; and

●

Net Definite Group Room Nights Booked – a volume indicator which represents, on an aggregate basis, the total number of definite group bookings for future room nights at our Gaylord Hotels properties confirmed during the applicable period, net of cancellations.

For the three months and six months ended June 30, 2020, the calculation of these indicators has not been changed as a result of the COVID-19 pandemic and the resulting hotel closures and is consistent with prior periods.

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

●

Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest, and

●

Funds From Operations (“FFO”) available to common shareholders and Adjusted FFO available to common shareholders.

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

The closure of our Gaylord Hotels properties has resulted in the significant decrease in performance reflected in these key performance indicators and non-GAAP financial metrics for the ~~period;~~

~~Total Revenue per Available Room (“Total RevPAR”) – a summary measure of hotel results calculated by dividing~~three months and six months ended June 30, 2020, as compared to the ~~sum of room, food and beverage and other ancillary service revenue by room nights available to guests for the period; and~~

prior year period.

Net Definite Group Room Nights Booked – a volume indicator which represents, on an aggregate basis, the total number of definite group bookings for future room nights at our hotel properties confirmed during the applicable period, net of cancellations.

Hospitality segment revenue from our occupied hotel rooms is recognized over time as ~~earned on~~ the ~~close of business each day~~daily hotel stay is provided to hotel groups and guests. Revenues from concessions, ~~and~~ food and beverage sales, and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the group or hotel guest. Revenues from ancillary services at our hotels, such as spa, parking, and transportation services, are generally recognized at the time ~~of sale.~~the goods or services are provided. Cancellation fees, as well as attrition fees that are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are generally recognized as revenue in the period ~~they~~we determine it is probable that a significant reversal in the amount of revenue recognized will not occur, which is typically the period these fees are collected. Almost all of our Hospitality segment revenues are either cash-based or, for meeting and convention groups ~~meeting~~who meet our credit criteria, billed and collected on a short-term receivables basis. The hospitality industry is capital intensive, and we rely on the ability of our hotels to generate operating cash flow to repay debt financing and fund maintenance capital expenditures.

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. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.

Table of Contents

Selected Financial Information

The following table contains our unaudited selected summary financial data for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016.~~2019. The table also shows the percentage relationships to total revenues and, in the case of segment operating income, its relationship to segment revenues (in thousands, except percentages).

   Unaudited Unaudited
   Three Months Ended September 30, Nine Months Ended September 30,
   2017 % 2016 % 2017 % 2016 %
Income Statement Data:

REVENUES:

Rooms
   $ 100,534 38.0 % $ 101,085 37.2 % $ 314,577 37.5 % $ 309,385 37.3 %
Food and beverage
   104,437 39.5 % 113,100 41.6 % 359,047 42.8 % 362,550 43.7 %
Other hotel revenue
   24,619 9.3 % 26,834 9.9 % 73,493 8.8 % 75,604 9.1 %
Entertainment
   35,134 13.3 % 30,701 11.3 % 92,427 11.0 % 81,893 9.9 %


Total revenues
   264,724 100.0 % 271,720 100.0 % 839,544 100.0 % 829,432 100.0 %


OPERATING EXPENSES:

Rooms
   27,575 10.4 % 28,371 10.4 % 83,962 10.0 % 82,492 9.9 %
Food and beverage
   62,649 23.7 % 64,790 23.8 % 200,091 23.8 % 201,045 24.2 %
Other hotel expenses
   72,119 27.2 % 73,331 27.0 % 219,580 26.2 % 219,510 26.5 %
Hotel management fees, net
   4,708 1.8 % 4,408 1.6 % 16,417 2.0 % 15,246 1.8 %
Entertainment
   22,621 8.5 % 19,100 7.0 % 61,559 7.3 % 54,630 6.6 %
Corporate
   9,220 3.5 % 8,447 3.1 % 24,324 2.9 % 22,315 2.7 %
Preopening costs
   877 0.3 % —   0.0 % 1,587 0.2 % —   0.0 %
Depreciation and amortization:

Hospitality
   26,061 9.8 % 24,401 9.0 % 76,786 9.1 % 75,051 9.0 %
Entertainment
   1,965 0.7 % 1,637 0.6 % 5,465 0.7 % 4,845 0.6 %
Corporate and Other
   520 0.2 % 668 0.2 % 1,611 0.2 % 1,992 0.2 %


Total depreciation and amortization
   28,546 10.8 % 26,706 9.8 % 83,862 10.0 % 81,888 9.9 %


Total operating expenses
   228,315 86.2 % 225,153 82.9 % 691,382 82.4 % 677,126 81.6 %


OPERATING INCOME:

Hospitality
   36,478 15.9 % 45,718 19.0 % 150,281 20.1 % 154,195 20.6 %
Entertainment
   10,548 30.0 % 9,964 32.5 % 25,403 27.5 % 22,418 27.4 %
Corporate and Other
   (9,740 ) (A ) (9,115 ) (A ) (25,935 ) (A ) (24,307 ) (A )
Preopening costs
   (877 ) (A ) —   (A ) (1,587 ) (A ) —   (A )


Total operating income
   36,409 13.8 % 46,567 17.1 % 148,162 17.6 % 152,306 18.4 %
Interest expense
   (16,621 ) (A ) (15,947 ) (A ) (49,640 ) (A ) (48,002 ) (A )
Interest income
   2,957 (A ) 2,965 (A ) 8,874 (A ) 9,116 (A )
Loss from joint ventures
   (899 ) (A ) (638 ) (A ) (2,616 ) (A ) (2,086 ) (A )
Other gains and (losses), net
   2,554 (A ) 2,468 (A ) 1,024 (A ) 2,288 (A )
Provision for income taxes
   (530 ) (A ) (1,822 ) (A ) (2,022 ) (A ) (2,352 ) (A )


Net income
   $ 23,870 (A ) $ 33,593 (A ) $ 103,782 (A ) $ 111,270 (A )


Unaudited

Unaudited

Three Months Ended June 30,

Six Months Ended June 30,


2020

%


2019

%

2020

%


2019

%

Income Statement Data:

















REVENUES:

















Rooms

$
2,802

19.1
%

$
144,704

35.5
%
$
108,930

33.2
%

$
276,916

35.6
%

Food and beverage

1,510

10.3
%

173,030

42.4
%

147,260

44.9
%

344,173

44.2
%

Other hotel revenue

5,993

40.8
%

39,395

9.7
%

39,786

12.1
%

73,550

9.4
%

Entertainment

4,376

29.8
%

50,590

12.4
%

31,735

9.7
%

83,855

10.8
%

Total revenues

14,681

100.0
%

407,719

100.0
%

327,711

100.0
%

778,494

100.0
%

OPERATING EXPENSES:

















Rooms

4,472

30.5
%

36,099

8.9
%

36,780

11.2
%

71,068

9.1
%

Food and beverage

11,891

81.0
%

90,680

22.2
%

95,702

29.2
%

182,039

23.4
%

Other hotel expenses

45,045

306.8
%

90,527

22.2
%

135,519

41.4
%

181,466

23.3
%

Hotel management fees, net

(563)

(3.8)
%

10,399

2.6
%

4,929

1.5
%

20,155

2.6
%

Entertainment

13,457

91.7
%

33,059

8.1
%

42,803

13.1
%

58,700

7.5
%

Corporate

7,258

49.4
%

8,110

2.0
%

15,394

4.7
%

17,114

2.2
%

Preopening costs

700

4.8
%

(24)

(0.0)
%

1,501

0.5
%

2,110

0.3
%

Gain on sale of assets

—

—
%

—

—
%

(1,261)

(0.4)
%

—

—
%

Credit loss on held-to-maturity securities

19,145

130.4
%

—

—
%

24,973

7.6
%

—

—
%

Depreciation and amortization:











Hospitality

49,588

337.8
%

50,331

12.3
%

99,357

30.3
%

100,464

12.9
%

Entertainment

3,402

23.2
%

2,830

0.7
%

6,507

2.0
%

5,309

0.7
%

Corporate and Other

1,021

7.0
%

392

0.1
%

1,492

0.5
%

789

0.1
%

Total depreciation and amortization

54,011

367.9
%

53,553

13.1
%

107,356

32.8
%

106,562

13.7
%

Total operating expenses

155,416

1,058.6
%

322,403

79.1
%

463,696

141.5
%

639,214

82.1
%

OPERATING INCOME (LOSS):

















Hospitality

(100,128)

(971.6)
%

79,093

22.1
%

(76,311)

(25.8)
%

139,447

20.1
%

Entertainment

(12,483)

(285.3)
%

14,701

29.1
%

(17,575)

(55.4)
%

19,846

23.7
%

Corporate and Other

(8,279)

(A)

(8,502)

(A)

(16,886)

(A)

(17,903)

(A)

Preopening costs

(700)

(4.8)
%

24

0.0
%

(1,501)

(0.5)
%

(2,110)

(0.3)
%

Gain on sale of assets

—

—
%

—

—
%

1,261

0.4
%

—

—
%

Credit loss on held-to-maturity securities

(19,145)

(130.4)
%

—

—
%

(24,973)

(7.6)
%

—

—
%

Total operating income (loss)

(140,735)

(958.6)
%

85,316

20.9
%

(135,985)

(41.5)
%

139,280

17.9
%

Interest expense

(30,042)

(A)

(33,492)

(A)

(59,400)

(A)

(65,579)

(A)

Interest income

1,854

(A)

2,970

(A)

4,225

(A)

5,878

(A)

Loss from unconsolidated joint ventures

(1,820)

(A)

(167)

(A)

(3,715)

(A)

(167)

(A)

Other gains and (losses), net

(16,755)

(A)

(111)

(A)

(16,560)

(A)

(252)

(A)

Provision for income taxes

(161)

(A)

(8,232)

(A)

(26,960)

(A)

(10,206)

(A)

Net income (loss)

(187,659)

(A)

46,284

(A)

(238,395)

(A)

68,954

(A)

Net loss attributable to noncontrolling interest in consolidated joint venture

14,167

(A)

3,099

(A)

18,387

(A)

9,837

(A)

Net income (loss) available to common stockholders

$
(173,492)

(A)

$
49,383

(A)

$
(220,008)

(A)

$
78,791

(A)

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

Table of Contents

Summary Financial Results

Results of Operations

The following table summarizes our financial results for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 (in thousands, except percentages and per share data):

Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change


2020

2019

Change


Total revenues

$
14,681

$
407,719

(96.4)
%

$
327,711

$
778,494

(57.9)
%

Total operating expenses

155,416

322,403

(51.8)
%

463,696

639,214

(27.5)
%

Operating income (loss)

(140,735)

85,316

(265.0)
%

(135,985)

139,280

(197.6)
%

Net income (loss)

(187,659)

46,284

(505.5)
%

(238,395)

68,954

(445.7)
%

Net income (loss) available to common shareholders

(173,492)

49,383

(451.3)
%

(220,008)

78,791

(379.2)
%

Net income (loss) available to common shareholders per share - diluted

(3.16)

0.95

(432.6)
%

(4.00)

1.52

(363.2)
%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017    2016    %
Change 2017    2016    %
Change
Total revenues
   $ 264,724    $ 271,720    -2.6 % $ 839,544    $ 829,432    1.2 %
Total operating expenses
   228,315    225,153    1.4 % 691,382    677,126    2.1 %
Operating income
   36,409    46,567    -21.8 % 148,162    152,306    -2.7 %
Net income
   23,870    33,593    -28.9 % 103,782    111,270    -6.7 %
Net income per share—fully diluted
   0.46    0.66    -30.3 % 2.02    2.17    -6.9 %
Total Revenues
The decrease in our total revenues for the three months ended ~~September~~June 30, ~~2017,~~2020, as compared to the same period in ~~2016,~~2019, is attributable to ~~a $11.4 million decrease~~decreases in our Hospitality segment ~~revenues, partially offset by an increase in our~~and Entertainment segment ~~revenues~~ of ~~$4.4~~$346.8 million ~~each as discussed more fully below.~~and $46.2 million, respectively. The ~~increase~~decrease in our total revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, as compared to the same period in ~~2016,~~2019, is attributable to ~~an increase in our Entertainment segment revenues of $10.5 million, partially offset by a decrease~~decreases in our Hospitality segment ~~revenues~~and Entertainment segment of ~~$0.4~~$398.7 million ~~each as discussed more fully below.~~and $52.1 million, respectively.
Total Operating Expenses
The ~~increase~~decrease in our total operating expenses for the three months ended ~~September~~June 30, ~~2017,~~2020, as compared to the same period in ~~2016,~~2019, is primarily the result of ~~an increase~~decreases in our Hospitality segment and Entertainment segment ~~expenses~~ of ~~$3.5~~$166.9 million and ~~an increase of $1.8~~$19.6 million, ~~in depreciation and amortization expense,~~respectively, partially offset by a ~~decrease~~credit loss on held-to-maturity investments that did not occur in ~~our Hospitality segment expenses~~the prior year of ~~$3.8 million, each as discussed more fully below.~~$19.1 million. The ~~increase~~decrease in our total operating expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, as compared to the same period in ~~2016,~~2019, is primarily the result of ~~an increase~~decreases in our Hospitality segment and Entertainment segment ~~Corporate segment, and Hospitality segment expenses~~ of ~~$6.9 million, $2.0~~$181.8 million and ~~$1.8~~$15.9 million, respectively, ~~as well as an increase~~partially offset by a credit loss on held-to-maturity investments that did not occur in ~~depreciation and amortization and preopening expenses~~the prior year of ~~$2.0 million and $1.6 million, respectively, each as discussed more fully below.~~$25.0 million.
Net Income (Loss)
~~The decrease in our~~Our net ~~income to $23.9~~loss of $187.7 million for the three months ended ~~September~~June 30, ~~2017,~~2020, as compared to ~~$33.6~~net income of $46.3 million for the same period in ~~2016,~~2019, was primarily due to the changes in our revenues and operating expenses reflected above, and the following factors, each as described more fully below:
● A $16.6 million increase in other losses, net in the 2020 period, primarily due to the forfeiture of the $15.0 million deposit on the proposed Block 21 acquisition.
● An $8.1 million decrease in the provision for income taxes in the 2020 period.
● A $3.5 million decrease in interest expense in the 2020 period.
~~A $1.3 million decrease in the provision for income taxes in the 2017 period.~~
A $0.7 million increase in interest expense for the 2017 period, due primarily to increased interest expense associated with our new term loan A and increased borrowings under our refinanced term loan B. These increases were partially offset by increased capitalized interest in the current period.
~~The decrease in our~~Our net ~~income to $103.8~~loss of $238.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, as compared to ~~$111.3~~net income of $69.0 million for the same period in ~~2016,~~2019, was primarily due to the changes in our revenues and operating expenses reflected above, and the following factors, each as described more fully below:
● A $16.8 million increase in the provision for income taxes in the 2020 period.

~~A $1.6 million increase in interest expense, due primarily to the 2017 period including thewrite-off~~

Table of ~~$0.9 million in deferred financing costs associated with the refinancing of our credit facility.~~Contents

●

A $16.3 million increase in other losses, net in the 2020 period, primarily due to the forfeiture of the $15.0 million deposit on the proposed Block 21 acquisition.

●

A $6.2 million decrease in interest expense in the 2020 period.

●

A $3.5 million increase in loss from unconsolidated joint ventures in the 2020 period.

~~A $1.3 million decrease in Other gains and losses, net, primarily due to the 2017 period including a loss on certain assets that were disposed of in our Entertainment and Corporate segments.~~

~~Factors and Trends Contributing to Performance~~

~~The most important factors and trends contributing to our performance during the three months and nine months ended September 30, 2017 described herein were:~~

~~Decreasedoutside-the-room~~ spending at Gaylord Palms during the 2017 periods, as compared to the 2016 periods (a decrease of 18.7% and 7.4%, respectively), primarily due to the impacts of Hurricane Irma during September 2017. The nine-month 2017 decrease was partially offset by an increase in ADR during the 2017 period (an increase of 5.6%), due to an increase in both group and transient rates.

~~Decreasedoutside-the-room~~ spending at Gaylord Opryland during the 2017 periods, as compared to the 2016 periods (a decrease of 9.4% and 1.8%, respectively), primarily due to a decrease in banquets, as well as a decrease in attrition and cancellation fee collections.

~~Decreased occupancy at Gaylord Texan during the 2017 periods, as compared to the 2016 periods (a decrease of 7.0 and 2.6 points of occupancy, respectively), due primarily to a decrease in groups.~~

~~Increased occupancy andoutside-the-room~~ spending at Gaylord National during the nine-month 2017 period, as compared to the nine-month 2016 period. The increase in occupancy (an increase of 5.3 points of occupancy) is primarily the result of an increase in groups. The increase in~~outside-the-room~~ ~~spending (an increase of 3.1%) is primarily attributable to an increase in banquets, including inauguration-related banquets.~~

Increased revenue for our Entertainment segment during the 2017 periods, as compared to the 2016 periods (an increase of 14.4% and 12.9%, respectively), due primarily to increased shows, attendance and ancillary business, such as tours and retail, at the Grand Ole Opry and Ryman Auditorium, and increased revenues at the Wildhorse Saloon, due primarily to increased business attributable to the achieved benefits of a 2016 renovation.

Increased attrition levels for the three-month 2017 period, as compared to the three-month 2016 period. Attrition for the three-month 2017 period was 15.5%, compared to 13.4% in the three-month 2016 period. The primary driver for this increase was Hurricane Irma and its impact on Gaylord Palms.

Decreased net definite group room nights booked during the 2017 periods, as compared to the 2016 periods (a decrease of 3.9% and 5.7%, respectively). The three-month 2017 decrease was primarily the result of the current period impact of Hurricane Irma on Gaylord Palms. The nine-month decrease was primarily the current period result of Hurricane Irma, as well as the future cancellation of an individual group that had booked 17 different meetings through 2025.

Operating Results – Detailed Segment Financial Information

Hospitality Segment

Total Segment Results.The following presents the financial results of our Hospitality segment for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 (in thousands, except percentages and performance metrics):

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 100,534 $ 101,085 -0.5 % $ 314,577 $ 309,385 1.7 %
Food and beverage
   104,437 113,100 -7.7 % 359,047 362,550 -1.0 %
Other hotel revenue
   24,619 26,834 -8.3 % 73,493 75,604 -2.8 %


Total hospitality revenue
   229,590 241,019 -4.7 % 747,117 747,539 -0.1 %
Hospitality operating expenses:

Rooms
   27,575 28,371 -2.8 % 83,962 82,492 1.8 %
Food and beverage
   62,649 64,790 -3.3 % 200,091 201,045 -0.5 %
Other hotel expenses
   72,119 73,331 -1.7 % 219,580 219,510 0.0 %
Management fees, net
   4,708 4,408 6.8 % 16,417 15,246 7.7 %
Depreciation and amortization
   26,061 24,401 6.8 % 76,786 75,051 2.3 %


Total Hospitality operating expenses
   193,112 195,301 -1.1 % 596,836 593,344 0.6 %


Hospitality operating income (1)
   $ 36,478 $ 45,718 -20.2 % $ 150,281 $ 154,195 -2.5 %


Hospitality performance metrics:

Occupancy
   75.5 % 75.5 % 0.0 % 75.0 % 74.6 % 0.5 %
ADR
   $ 174.20 $ 175.22 -0.6 % $ 185.08 $ 182.46 1.4 %
RevPAR (2)
   $ 131.56 $ 132.32 -0.6 % $ 138.73 $ 136.08 1.9 %
Total RevPAR (3)
   $ 300.45 $ 315.50 -4.8 % $ 329.48 $ 328.79 0.2 %
Net Definite Group Room Nights Booked
   482,732 502,564 -3.9 % 1,179,521 1,251,086 -5.7 %

Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change


2020

2019

Change


Revenues:













Rooms

$
2,802

$
144,704

(98.1)
%

$
108,930

$
276,916

(60.7)
%

Food and beverage

1,510

173,030

(99.1)
%

147,260

344,173

(57.2)
%

Other hotel revenue

5,993

39,395

(84.8)
%

39,786

73,550

(45.9)
%

Total hospitality revenue

10,305

357,129

(97.1)
%

295,976

694,639

(57.4)
%

Hospitality operating expenses:









Rooms

4,472

36,099

(87.6)
%

36,780

71,068

(48.2)
%

Food and beverage

11,891

90,680

(86.9)
%

95,702

182,039

(47.4)
%

Other hotel expenses

45,045

90,527

(50.2)
%

135,519

181,466

(25.3)
%

Management fees, net

(563)

10,399

(105.4)
%

4,929

20,155

(75.5)
%

Depreciation and amortization

49,588

50,331

(1.5)
%

99,357

100,464

(1.1)
%

Total Hospitality operating expenses

110,433

278,036

(60.3)
%

372,287

555,192

(32.9)
%

Hospitality operating income (loss) (1)(2)

$
(100,128)

$
79,093

(226.6)
%

$
(76,311)

$
139,447

(154.7)
%

Hospitality performance metrics:









Occupancy

1.7
%

78.0
%
(76.3)
pts

29.4
%

75.2
%
(45.8)
pts

ADR

$
181.66

$
201.58

(9.9)
%

$
201.51

$
201.34

0.1
%

RevPAR (3)

$
3.05

$
157.29

(98.1)
%

$
59.20

$
151.33

(60.9)
%

Total RevPAR (4)

$
11.20

$
388.18

(97.1)
%

$
160.85

$
379.60

(57.6)
%

Net Definite Group Room Nights Booked (5)

(206,518)

487,224

(142.4)
%

(622,272)

760,677

(181.8)
%

(1) Hospitality segment operating income does not include preopening costs (credit) of $0.1 million and $(0.1) million in the ~~effect of~~three months ended June 30, 2020 and 2019, respectively, and $0.2 million ~~of preopening costs~~and $0.6 million in the ~~nine-month 2017 period.~~six months ended June 30, 2020 and 2019, respectively. Hospitality segment operating income also does not include gain on sale of assets of $1.3 million in the six months ended June 30, 2020 and credit losses on held-to-maturity securities of $19.1 million and $25.0 million in the three months and six months ended June 30, 2020, respectively. See discussion of ~~preopening costs~~these items below.
(2) Hospitality segment operating income for the three months and six months ended June 30, 2020 includes approximately $10.2 million and $20.5 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs.
(3) We calculate Hospitality RevPAR by dividing room revenue by room nights available to guests for the period. Room nights available to guests include nights the hotels are closed. Hospitality RevPAR is not comparable to similarly titled measures such as revenues.
~~(3)~~(4) We calculate Hospitality Total RevPAR by dividing the sum of room, food and beverage, and other ancillary services revenue (which equals Hospitality segment revenue) by room nights available to guests for the period.

Table of Contents

Room nights available to guests include nights the hotels are closed. Hospitality Total RevPAR is not comparable to similarly titled measures such as revenues.

The decrease in total Hospitality segment revenue in the three months ended September 30, 2017, as compared to the same period in 2016, is primarily due to decreases of $5.0 million, $2.6 million, $2.3 million and $2.1 million at Gaylord Palms, Gaylord Opryland, Gaylord Texan and Gaylord National, respectively. The decrease in total Hospitality segment revenue in the nine months ended September 30, 2017, as compared to the same period in 2016, is primarily due to decreases of $4.0 million, $2.8 million and $2.6 million at Gaylord Palms, Gaylord Texan and Gaylord Opryland, respectively, partially offset by increases of $6.7 million and $1.6 million at Gaylord National and the AC Hotel, respectively. See below for further discussion.

(5)	Net definite group room nights booked includes approximately 734,000 and 1,331,000 group room cancellations in the three months and six months ended June 30, 2020, respectively.

Total Hospitality segment revenues in the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 include ~~$2.4~~$4.2 million and ~~$6.6~~$9.8 million, respectively, in attrition and cancellation fee collections, a decrease of ~~$1.2~~$2.8 million and ~~$2.1~~an increase of $0.2 million, respectively, from the ~~2016~~2019 periods. In an effort to maintain our strong relationship with meeting planners, we intend to work with these meeting planners to defer additional attrition and cancellation fees attributable to the COVID-19 pandemic to deposits for future stays.

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

Three Months Ended

Six Months Ended

June 30,

June 30,


2020

2019


2020

2019


Group

3
%
75
%

77
%
77
%

Transient

97
%
25
%

23
%
23
%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 2017 2016
Group
   69 % 73 % 74 % 75 %
Transient
   31 % 27 % 26 % 25 %
Rooms operating expenses decreased slightly in the three months ended September 30, 2017, as compared to the same period in 2016. Rooms operating expenses increased in the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to an increase at Gaylord National, as described below.
Food and beverage operating expenses decreased in the three months ended September 30, 2017, as compared to the same period in 2016, primarily attributable to a decrease at Gaylord Palms. The decrease in food and beverage operating expenses in the nine months ended September 30, 2017, as compared to the same period in 2016, is primarily attributable to decreases at Gaylord Palms and Gaylord Opryland, partially offset by an increase at Gaylord National, as described below.
Other hotel expenses for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 consist of the following (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change


2020

2019

Change


Administrative employment costs

$
18,530

$
34,493

(46.3)
%

$
57,569

$
70,482

(18.3)
%

Utilities

4,598

7,950

(42.2)
%

11,428

15,324

(25.4)
%

Property taxes

8,883

9,264

(4.1)
%

18,139

18,370

(1.3)
%

Other

13,034

38,820

(66.4)
%

48,383

77,290

(37.4)
%

Total other hotel expenses

$
45,045

$
90,527

(50.2)
%

$
135,519

$
181,466

(25.3)
%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017    2016    %
Change 2017    2016    %
Change
Administrative employment costs
   $ 26,416    $ 25,941    1.8 % $ 80,008    $ 78,641    1.7 %
Utilities
   7,440    7,548    -1.4 % 20,768    20,682    0.4 %
Property taxes
   8,312    8,396    -1.0 % 25,118    24,050    4.4 %
Other
   29,951    31,446    -4.8 % 93,686    96,137    -2.5 %









Total other hotel expenses
   $ 72,119    $ 73,331    -1.7 % $ 219,580    $ 219,510    0.0 %









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~~decreased during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, as compared to the same periods in ~~2016,~~2019, primarily due to ~~slight increases~~hotel closures and cost containment efforts at each of our Gaylord ~~Opryland and Gaylord National.~~Hotels properties. Utility costs ~~remained stable~~decreased during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, as compared to the same periods in ~~2016.~~2019, primarily due to decreases at each of our Gaylord Hotels properties due to lower usage. Property taxes ~~were stable~~decreased slightly during the three months and six months ended ~~September~~June 30, ~~2017,~~2020, as compared to the ~~same period in 2016, and increased during the nine months ended September 30, 2017, as compared to the same period in 2016,~~2019 periods, primarily due to ~~increases~~a lower assessment at Gaylord ~~Texan and Gaylord National due to increased property valuations.~~Texan. Other expenses, which include supplies, advertising, maintenance costs and consulting costs, decreased during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, as compared to the same periods in ~~2016,~~2019, primarily as a result of various decreases at Gaylord ~~Palms,~~Opryland, Gaylord Texan, Gaylord National and Gaylord ~~National, partially offset~~Palms due to hotel closures and were aided by ~~various increases at Gaylord Opryland.~~cost containment initiatives as a result of the COVID-19 pandemic.
Each of our management agreements with Marriott for our four owned Gaylord Hotels properties requires us to pay Marriott a base management fee of approximately 2% of gross revenues from the applicable property for each fiscal year or portion thereof. Additionally, an incentive management fee is based on the profitability of our Gaylord Hotels properties calculated on a pooled basis. The Gaylord Rockies’s management agreement with Marriott requires Gaylord Rockies to pay a base management fee of 3% of gross revenues for each fiscal year or portion thereof, as well as an incentive management fee based on the profitability of the hotel. In the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, we incurred ~~$4.7~~$0.2 million and ~~$4.8~~$7.8 million, respectively, and in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, we incurred ~~$15.1~~
$6.5 million and $15.0 million, respectively, related to base management fees for our Hospitality segment. In addition, in

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the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, we ~~also~~ incurred ~~$0.8 million~~$0 and ~~$0.3~~$3.4 million, respectively, and in the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016,~~2020, we incurred ~~$3.6 million~~$0 and ~~$2.5~~$6.7 million, respectively, related to incentive management fees for our Hospitality segment. Management fees are presented throughout this Quarterly Report on Form10-Q net of the amortization of the deferred management rights proceeds discussed in Note 8, “Deferred Management Rights Proceeds,” to the accompanying condensed consolidated financial statements included herein.

Total Hospitality segment depreciation and amortization expense ~~increased~~decreased slightly in the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, as compared to the same periods in 2016. The increase during the three-month 2017 period was primarily a result of an increase at Gaylord Opryland and the nine-month 2017 increase was primarily a result of the increase at Gaylord Opryland, partially offset by a decrease at Gaylord National, as described below.2019.

Property-Level Results.The following presents the property-level financial results of our Hospitality segment for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016.~~2019. The Gaylord Hotels properties experienced higher levels of attrition and cancellations which are directly related to the COVID-19 pandemic. Therefore, the property-level financial results for the three months and six months ended June 30, 2020 are not comparable to the prior year periods. Total revenue at each of our Gaylord Hotels properties was lower than anticipated for the three months and six months ended June 30, 2020 due to the COVID-19 pandemic. Operating costs at each of our Gaylord Hotels properties were lower for the three months and six months ended June 30, 2020 as a result of cost containment initiatives and the property closures beginning in late-March 2020 due to the COVID-19 pandemic.

Gaylord Opryland Results.The results of Gaylord Opryland for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change


2020

2019

Change


Revenues:













Rooms

$
407

$
42,372

(99.0)
%

$
31,277

$
79,306

(60.6)
%

Food and beverage

243

41,863

(99.4)
%

36,254

83,069

(56.4)
%

Other hotel revenue

670

14,752

(95.5)
%

9,916

25,570

(61.2)
%

Total revenue

1,320

98,987

(98.7)
%

77,447

187,945

(58.8)
%

Operating expenses:













Rooms

913

9,164

(90.0)
%

9,176

17,722

(48.2)
%

Food and beverage

3,055

21,070

(85.5)
%

23,492

42,592

(44.8)
%

Other hotel expenses

11,749

25,631

(54.2)
%

36,370

51,095

(28.8)
%

Management fees, net

(211)

3,357

(106.3)
%

1,053

6,528

(83.9)
%

Depreciation and amortization

8,818

8,653

1.9
%

17,616

17,095

3.0
%

Total operating expenses (1)

24,324

67,875

(64.2)
%

87,707

135,032

(35.0)
%

Performance metrics:













Occupancy

0.9
%

81.3
%
(80.4)
pts

30.6
%

77.7
%
(47.1)
pts

ADR

$
172.28

$
198.41

(13.2)
%

$
194.22

$
195.15

(0.5)
%

RevPAR

$
1.55

$
161.23

(99.0)
%

$
59.51

$
151.72

(60.8)
%

Total RevPAR

$
5.02

$
376.65

(98.7)
%

$
147.34

$
359.55

(59.0)
%

(1) Gaylord Opryland operating expenses do not include preopening costs of $0.1 million for the six months ended June 30, 2019 and a gain on sale of assets of $1.3 million in the six months ended June 30, 2020.

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 36,009 $ 34,414 4.6 % $ 101,956 $ 102,121 -0.2 %
Food and beverage
   30,227 32,817 -7.9 % 101,899 103,237 -1.3 %
Other hotel revenue
   10,001 11,609 -13.9 % 27,604 28,704 -3.8 %


Total revenue
   76,237 78,840 -3.3 % 231,459 234,062 -1.1 %
Operating expenses:

Rooms
   8,715 8,801 -1.0 % 24,961 25,414 -1.8 %
Food and beverage
   17,315 17,513 -1.1 % 54,604 55,606 -1.8 %
Other hotel expenses
   22,520 21,949 2.6 % 67,369 66,003 2.1 %
Management fees, net
   1,766 1,460 21.0 % 5,716 5,125 11.5 %
Depreciation and amortization
   8,765 7,460 17.5 % 25,235 22,349 12.9 %


Total operating expenses
   59,081 57,183 3.3 % 177,885 174,497 1.9 %
Performance metrics:

Occupancy
   76.9 % 75.0 % 2.5 % 72.7 % 74.5 % -2.4 %
ADR
   $ 176.13 $ 172.90 1.9 % $ 177.82 $ 173.41 2.5 %
RevPAR
   $ 135.53 $ 129.63 4.6 % $ 129.32 $ 129.27 0.0 %
Total RevPAR
   $ 286.93 $ 296.98 -3.4 % $ 293.57 $ 296.28 -0.9 %
Rooms revenue and RevPAR increased at Gaylord Opryland during the three months ended September 30, 2017, as compared to the same period in 2016, as the result of an increase in occupancy and ADR for transient. Rooms revenue and RevPAR were stable in the nine-month 2017 period, as an increase in ADR for both group and transient rates offset a decrease in occupancy for both group and transient. Rooms revenue and RevPAR were negatively impacted during the ~~2017 periods~~three months and six months ended June 30, 2019 by a rooms renovation project, which resulted in approximately ~~12,250~~4,600 and ~~49,300~~20,250 room nights out of service, respectively. The rooms renovation project was completed in ~~September 2017. In addition,~~ the ~~three- and nine-month 2016 periods were also negatively impacted by a separate rooms renovation project that resulted in approximately 19,700 and 28,300 room nights out~~fourth quarter of ~~service during the three-month and nine-month periods, respectively. Rooms expenses remained stable during the 2017 periods, as compared to the same periods in 2016.~~
2019.

The decrease in food and beverage revenue at Gaylord Opryland during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, was primarily due to a decrease in banquets. Food and beverage expenses decreased in the 2017 periods, as compared to the same periods in 2016, due to decreased variable costs associated with the decrease in revenue.41

~~Other hotel revenue decreased at Gaylord Opryland during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily due to a decrease in collections~~Table of ~~attrition and cancellation fees. Other hotel expenses increased in the 2017 periods, as compared to the same periods in 2016, primarily due to increased utility costs due to an increase in rates.~~Contents

Depreciation and amortization increased at Gaylord Opryland during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily as a result of rooms renovations in both 2016 and 2017 that resulted in increased depreciable asset levels in 2017.

Gaylord Palms Results.The results of Gaylord Palms for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change


2020

2019

Change


Revenues:













Rooms

$
130

$
19,575

(99.3)
%

$
17,598

$
42,077

(58.2)
%

Food and beverage

56

22,175

(99.7)
%

22,543

53,655

(58.0)
%

Other hotel revenue

628

5,607

(88.8)
%

6,048

11,541

(47.6)
%

Total revenue

814

47,357

(98.3)
%

46,189

107,273

(56.9)
%

Operating expenses:













Rooms

491

4,041

(87.8)
%

4,474

8,360

(46.5)
%

Food and beverage

1,638

12,019

(86.4)
%

13,625

26,396

(48.4)
%

Other hotel expenses

8,414

16,626

(49.4)
%

25,591

33,765

(24.2)
%

Management fees, net

(113)

1,400

(108.1)
%

652

3,030

(78.5)
%

Depreciation and amortization

4,126

4,891

(15.6)
%

8,410

9,742

(13.7)
%

Total operating expenses (1)

14,556

38,977

(62.7)
%

52,752

81,293

(35.1)
%

Performance metrics:













Occupancy

0.8
%

76.9
%
(76.1)
pts

31.7
%

79.8
%
(48.1)
pts

ADR

$
129.79

$
197.56

(34.3)
%

$
215.60

$
205.72

4.8
%

RevPAR

$
1.01

$
151.91

(99.3)
%

$
68.29

$
164.18

(58.4)
%

Total RevPAR

$
6.31

$
367.51

(98.3)
%

$
179.23

$
418.55

(57.2)
%

(1) Gaylord Palms operating expenses do not include preopening costs of $0.1 million and $0.2 million in the three months and six months ended June 30, 2020, respectively. See discussion of these items below.

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 14,667 $ 14,445 1.5 % $ 54,526 $ 51,724 5.4 %
Food and beverage
   18,330 22,677 -19.2 % 71,635 76,557 -6.4 %
Other hotel revenue
   4,241 5,085 -16.6 % 13,458 15,368 -12.4 %


Total revenue
   37,238 42,207 -11.8 % 139,619 143,649 -2.8 %
Operating expenses:

Rooms
   3,572 3,973 -10.1 % 12,192 11,787 3.4 %
Food and beverage
   11,292 12,741 -11.4 % 38,550 39,862 -3.3 %
Other hotel expenses
   13,821 15,202 -9.1 % 45,882 47,129 -2.6 %
Management fees, net
   692 802 -13.7 % 3,079 2,971 3.6 %
Depreciation and amortization
   4,753 4,773 -0.4 % 14,307 14,243 0.4 %


Total operating expenses
   34,130 37,491 -9.0 % 114,010 115,992 -1.7 %
Performance metrics:

Occupancy
   73.3 % 73.4 % -0.1 % 77.8 % 77.8 % 0.0 %
ADR
   $ 153.62 $ 151.02 1.7 % $ 181.32 $ 171.70 5.6 %
RevPAR
   $ 112.59 $ 110.88 1.5 % $ 141.05 $ 133.63 5.6 %
Total RevPAR
   $ 285.85 $ 323.99 -11.8 % $ 361.18 $ 371.11 -2.7 %
Rooms revenue and RevPAR increased at Gaylord Palms during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, due to an increase in ADR for both 2017 periods for both group and transient rates, and an increase in transient occupancy for both 2017 periods. Rooms expenses decreased during the three-month 2017 period and increased during the nine-month 2017 period, as compared to the same periods in 2016. The three-month 2017 decrease was primarily due to decreased commission costs, and the nine-month 2017 increase was primarily due to increased commission costs.
Food and beverage revenue decreased at Gaylord Palms during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, due primarily to a decrease in banquets from group cancellations related to Hurricane Irma in September 2017. Food and beverage expenses decreased in the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily as a result of a decrease in variable costs associated with the decrease in revenue.
Other hotel revenue at Gaylord Palms decreased during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016. The three-month 2017 decrease is primarily the result of the 2016 period including the collection of a group contract settlement. The nine-month 2017 decrease is primarily due to decreased collection of attrition and cancellation fees. Other hotel expenses decreased in the 2017 periods, as compared to the same periods in 2016, primarily as a result of a decrease in sales and marketing costs.
~~Depreciation and amortization were stable at Gaylord Palms during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016.~~
Gaylord Texan Results.The results of Gaylord Texan for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change


2020

2019

Change


Revenues:













Rooms

$
1,519

$
24,203

(93.7)
%

$
20,545

$
49,408

(58.4)
%

Food and beverage

1,121

38,189

(97.1)
%

30,376

78,358

(61.2)
%

Other hotel revenue

2,832

6,934

(59.2)
%

10,547

13,599

(22.4)
%

Total revenue

5,472

69,326

(92.1)
%

61,468

141,365

(56.5)
%

Operating expenses:











Rooms

761

5,216

(85.4)
%

5,201

10,427

(50.1)
%

Food and beverage

2,564

17,907

(85.7)
%

17,654

36,144

(51.2)
%

Other hotel expenses

7,910

17,834

(55.6)
%

23,603

35,134

(32.8)
%

Management fees, net

(60)

2,337

(102.6)
%

871

4,630

(81.2)
%

Depreciation and amortization

6,394

6,745

(5.2)
%

12,857

13,389

(4.0)
%

Total operating expenses

17,569

50,039

(64.9)
%

60,186

99,724

(39.6)
%

Performance metrics:













Occupancy

5.0
%

77.4
%
(72.4)
pts

30.6
%

77.6
%
(47.0)
pts

ADR

$
185.45

$
189.46

(2.1)
%

$
203.14

$
193.84

4.8
%

RevPAR

$
9.20

$
146.62

(93.7)
%

$
62.23

$
150.48

(58.6)
%

Total RevPAR

$
33.15

$
419.97

(92.1)
%

$
186.18

$
430.55

(56.8)
%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 19,178 $ 21,266 -9.8 % $ 58,682 $ 61,621 -4.8 %
Food and beverage
   25,289 26,055 -2.9 % 84,902 85,038 -0.2 %
Other hotel revenue
   5,699 5,161 10.4 % 16,099 15,844 1.6 %


Total revenue
   50,166 52,482 -4.4 % 159,683 162,503 -1.7 %
Operating expenses:

Rooms
   4,212 4,482 -6.0 % 12,792 12,691 0.8 %
Food and beverage
   14,141 14,601 -3.2 % 44,151 44,398 -0.6 %
Other hotel expenses
   15,286 15,682 -2.5 % 44,959 45,293 -0.7 %
Management fees, net
   951 870 9.3 % 3,434 3,288 4.4 %
Depreciation and amortization
   5,175 5,060 2.3 % 15,425 15,090 2.2 %


Total operating expenses
   39,765 40,695 -2.3 % 120,761 120,760 0.0 %
Performance metrics:

Occupancy
   75.0 % 82.0 % -8.5 % 75.7 % 78.3 % -3.3 %
ADR
   $ 183.90 $ 186.55 -1.4 % $ 187.80 $ 190.09 -1.2 %
RevPAR
   $ 137.96 $ 152.98 -9.8 % $ 142.26 $ 148.84 -4.4 %
Total RevPAR
   $ 360.87 $ 377.54 -4.4 % $ 387.11 $ 392.51 -1.4 %
Rooms revenue and RevPAR decreased at Gaylord Texan during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, due to decreased occupancy due to a decrease in group rooms, partially attributable to Hurricane Harvey in August 2017, and decreased ADR for both group and transient rates. Rooms expenses decreased during the three-month 2017 period, as compared to the same period in 2016, primarily due to decreased variable expenses associated with the decrease in occupancy. Rooms expenses increased during the nine-month 2017 period, as compared to the same period in 2016, as decreased variable expenses associated with the decrease in occupancy were offset by increased group commissions.
Food and beverage revenue decreased at Gaylord Texan during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, due primarily to decreases in both banquets and food and beverage outlet revenue. Food and beverage expenses decreased in the 2017 periods, as compared to the same periods in 2016, primarily due to the decrease in variable costs associated with the decrease in revenue.

~~Other hotel revenue at Gaylord Texan increased during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily as a result~~42

Table of an increase in attrition and cancellation fee collections. Other hotel expenses decreased in the 2017 periods, as compared to the same periods in 2016, due primarily to a decrease in sales and marketing expense, partially offset by an increase in property taxes due to an increased property valuation.Contents

~~Depreciation and amortization increased slightly at Gaylord Texan during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016.~~

Gaylord National Results.The results of Gaylord National for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change


2020

2019

Change


Revenues:













Rooms

$
5

$
33,048

(100.0)
%

$
19,533

$
61,274

(68.1)
%

Food and beverage

9

38,833

(100.0)
%

24,721

69,876

(64.6)
%

Other hotel revenue

515

6,247

(91.8)
%

5,669

12,608

(55.0)
%

Total revenue

529

78,128

(99.3)
%

49,923

143,758

(65.3)
%

Operating expenses:













Rooms

1,387

10,917

(87.3)
%

11,004

21,494

(48.8)
%

Food and beverage

2,818

22,486

(87.5)
%

21,417

43,023

(50.2)
%

Other hotel expenses

10,509

19,444

(46.0)
%

31,068

39,652

(21.6)
%

Management fees, net

(192)

1,336

(114.4)
%

579

2,427

(76.1)
%

Depreciation and amortization

6,925

6,901

0.3
%

13,866

13,884

(0.1)
%

Total operating expenses (1)

21,447

61,084

(64.9)
%

77,934

120,480

(35.3)
%

Performance metrics:













Occupancy

—
%

81.4
%
(81.4)
pts

26.0
%

76.7
%
(50.7)
pts

ADR

$
—

$
223.66

(100.0)
%

$
207.14

$
221.19

(6.4)
%

RevPAR

$
—

$
181.95

(100.0)
%

$
53.77

$
169.61

(68.3)
%

Total RevPAR

$
2.91

$
430.14

(99.3)
%

$
137.42

$
397.92

(65.5)
%

(1) Gaylord National operating expenses do not include credit losses on held-to-maturity securities of $19.1 million and $25.0 million in the three months and six months ended June 30, 2020, respectively. See discussion of this item below.

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 25,181 $ 25,851 -2.6 % $ 82,537 $ 79,253 4.1 %
Food and beverage
   29,177 30,298 -3.7 % 96,776 94,097 2.8 %
Other hotel revenue
   4,578 4,851 -5.6 % 16,075 15,355 4.7 %


Total revenue
   58,936 61,000 -3.4 % 195,388 188,705 3.5 %
Operating expenses:

Rooms
   9,617 9,752 -1.4 % 29,798 28,837 3.3 %
Food and beverage
   18,884 19,036 -0.8 % 59,957 58,563 2.4 %
Other hotel expenses
   18,465 18,503 -0.2 % 55,161 55,301 -0.3 %
Management fees, net
   960 999 -3.9 % 3,244 3,114 4.2 %
Depreciation and amortization
   6,701 6,462 3.7 % 19,830 21,423 -7.4 %


Total operating expenses
   54,627 54,752 -0.2 % 167,990 167,238 0.4 %
Performance metrics:

Occupancy
   74.2 % 72.4 % 2.5 % 75.1 % 69.8 % 7.6 %
ADR
   $ 184.89 $ 194.37 -4.9 % $ 201.77 $ 207.48 -2.8 %
RevPAR
   $ 137.13 $ 140.78 -2.6 % $ 151.47 $ 144.91 4.5 %
Total RevPAR
   $ 320.95 $ 332.19 -3.4 % $ 358.57 $ 345.04 3.9 %
~~Rooms revenue and RevPAR decreased at~~ Gaylord ~~National during~~Rockies Results. The results of Gaylord Rockies for the three months ~~ended September 30, 2017, as compared to the same period in 2016, due to a decrease in transient ADR, partially offset by an increase in transient occupancy. Rooms revenue~~ and ~~RevPAR increased at Gaylord National during the nine~~six months ended ~~September~~June 30, ~~2017,~~2020 and 2019 are as compared to the same period in 2016, due to an increase in group occupancy, partially offset by a decrease in transient ADR. The increase in group occupancy in the nine-month 2017 period, as compared to 2016, was partially attributed to a large winter storm during the first quarterfollows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30, 2020

June 30,

%

%

2020

2019

Change

2020

2019

Change

Revenues:

Rooms

$
449

$
19,052

(97.6)
%

$
16,379

$
33,795

(51.5)
%

Food and beverage

46

30,637

(99.8)
%

32,614

56,871

(42.7)
%

Other hotel revenue

1,311

5,747

(77.2)
%

7,411

10,013

(26.0)
%

Total revenue

1,806

55,436

(96.7)
%

56,404

100,679

(44.0)
%

Operating expenses:

Rooms

556

5,322

(89.6)
%

5,399

10,367

(47.9)
%

Food and beverage

1,650

16,181

(89.8)
%

18,598

31,961

(41.8)
%

Other hotel expenses

5,173

8,689

(40.5)
%

15,497

17,405

(11.0)
%

Management fees, net

41

2,191

(98.1)
%

2,192

4,002

(45.2)
%

Depreciation and amortization

22,672

22,465

0.9
%

45,281

44,926

0.8
%

Total operating expenses (1)

30,092

54,848

(45.1)
%

86,967

108,661

(20.0)
%

Performance metrics:

Occupancy

0.8
%

68.4
%
(67.6)
pts

29.1
%

62.0
%
(32.9)
pts

ADR

$
394.44

$
203.83

93.5
%

$
206.04

$
200.71

2.7
%

RevPAR

$
3.29

$
139.49

(97.6)
%

$
59.96

$
124.39

(51.8)
%

Total RevPAR

$
13.22

$
405.86

(96.7)
%

$
206.47

$
370.58

(44.3)
%

Table of 2016 that caused a decrease in 2016 occupancy. Rooms expenses decreased at Gaylord National during the three-month 2017 period, as compared to the same period in 2016, primarily due to a decrease in commission cost. Rooms expenses at Gaylord National increased during the nine-month 2017 period, as compared to the same period in 2016, primarily due to the increase in variable costs associated with the increase in occupancy.Contents

(1)	Gaylord Rockies operating expenses do not include preopening costs (credit) of $(0.1) million and $0.6 million in the three months and six months ended June 30, 2019, respectively. See discussion of these items below.

Food and beverage revenue decreased at Gaylord National during the three months ended September 30, 2017, as compared to the same period in 2016, primarily as a result of a decrease in banquets. Food and beverage revenue increased at Gaylord National during the nine months ended September 30, 2017, as compared to the same period in 2016, primarily as a result of an increase in banquets, including inauguration-related banquets. Food and beverage expenses decreased in the three-month 2017 period, and increased in the nine-month 2017 period, as compared to the same periods in 2016, primarily due to the change in variable costs associated with the change in revenue.

Other hotel revenue decreased during the three months ended September 30, 2017, as compared to the same period in 2016, primarily due to a decrease in attrition and cancellation fee collections, partially offset by an increase in ancillary revenue, such as parking and resort fees, associated with the increase in occupancy. Other hotel revenue increased during the nine months ended September 30, 2017, as compared to the same period in 2016, primarily due to an increase in ancillary revenue, partially offset by a decrease in attrition and cancellation fee collections. Other hotel expenses remained stable in the 2017 periods, as compared to the same periods in 2016.

Depreciation and amortization at Gaylord National increased during the three months ended September 30, 2017, as compared to the same period in 2016, primarily due to the completion of a new riverfront ballroom in 2017, and the resulting increase in depreciable asset levels. Depreciation and amortization decreased during the nine months ended September 30, 2017, as compared to the same period in 2016, primarily due to the increased depreciation as a result of the riverfront ballroom being offset by a portion of the initial furniture, fixtures and equipment placed in service at the property’s opening in 2008 becoming fully depreciated during 2016.

Entertainment Segment

Total Segment Results.Due to the COVID-19 pandemic, we temporarily closed our Entertainment segment assets in mid-March 2020. Therefore, the Entertainment segment financial results for the three months and six months ended June 30, 2020 are not comparable to the prior year periods. The following presents the financial results of our Entertainment segment for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 (in thousands, except percentages):

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017    2016    %
Change 2017    2016    %
Change
Revenues
   $ 35,134    $ 30,701    14.4 % $ 92,427    $ 81,893    12.9 %
Operating expenses
   22,621    19,100    18.4 % 61,559    54,630    12.7 %
Depreciation and amortization
   1,965    1,637    20.0 % 5,465    4,845    12.8 %









Operating income (1)
   $ 10,548    $ 9,964    5.9 % $ 25,403    $ 22,418    13.3 %










Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change


2020

2019

Change


Revenues

$
4,376

$
50,590

(91.4)
%

$
31,735

$
83,855

(62.2)
%

Operating expenses

13,457

33,059

(59.3)
%

42,803

58,700

(27.1)
%

Depreciation and amortization

3,402

2,830

20.2
%

6,507

5,309

22.6
%

Operating income (loss) (1)(2)

$
(12,483)

$
14,701

(184.9)
%

$
(17,575)

$
19,846

(188.6)
%

(1) Entertainment segment operating income (loss) does not include ~~the effect~~preopening costs of ~~$0.9~~$0.6 million and ~~$1.4~~$0.1 million ~~of preopening costs~~ in the ~~2017 periods,~~three months ended June 30, 2020 and 2019, respectively, and $1.3 million and $1.5 million in the six months ended June 30, 2020 and 2019, respectively. See discussion of ~~preopening costs~~these items below.
(2) Entertainment segment operating loss for the three months and six months ended June 30, 2020 includes approximately $0.4 million and $4.1 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs.
Entertainment segment revenue increased during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily due to increases at the Grand Ole Opry and Ryman Auditorium, due to increased shows and attendance and increased ancillary business such as tours and retail. Included in the nine-month 2017 increase are increased revenues at the Wildhorse Saloon, due primarily to increased business attributable to the achieved benefits of a 2016 renovation.
Entertainment operating expenses increased during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily as a result of increased compensation and consulting costs, as well as increased variable costs associated with the increase in revenue.
Entertainment depreciation expense increased in the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily due to an increase at the Wildhorse Saloon associated with increased depreciable asset levels as a result of the 2016 renovation.
Corporate and Other Segment
Total Segment Results.The following presents the financial results of our Corporate and Other segment for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 (in thousands, except percentages):
   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change

Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change

2020

2019

Change


Operating expenses
   $ 9,220 $ 8,447 9.2 % $ 24,324 $ 22,315 9.0 %

$
7,258

$
8,110

(10.5)
%
$
15,394

$
17,114

(10.1)
%

Depreciation and amortization
   520 668 -22.2 % 1,611 1,992 -19.1 %

1,021

392

160.5
%

1,492

789

89.1
%



Operating loss(1)
   $ (9,740 ) $ (9,115 ) 6.9 % $ (25,935 ) $ (24,307 ) 6.7 %

$
(8,279)

$
(8,502)

2.6
%
$
(16,886)

$
(17,903)

5.7
%



(1) Corporate segment operating loss for the three months and six months ended June 30, 2020 includes approximately $0.3 million and $0.5 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs.
Corporate and Other operating expenses ~~which~~ consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology and other administrative costs, increased in the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily due to increased administrative and employment costs associated with supporting our growth initiatives within our Hospitality and Entertainment segments.
costs. Corporate and Other ~~depreciation and amortization expense~~segment operating expenses decreased in the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, as compared ~~with~~to the ~~same~~prior year periods, ~~in 2016.~~primarily as a result of cost containment efforts, including temporary compensation decreases for each of our director and higher positions of management, including 50% of the salary for our chief executive officer.
Operating Results – Preopening Costs
Preopening costs of $0.7 million and $1.5 million during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020, respectively, primarily include costs associated with ~~a riverfront ballroom at Gaylord National,~~Ole Red Orlando, which opened in June 2020, and the ~~second quarter~~Gaylord Palms expansion, which is expected to be completed in summer 2021. Preopening costs of ~~2017, and~~$2.1 million during the six

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months ended June 30, 2019 primarily include costs associated with ~~our various Entertainment segment projects.~~Ole Red Gatlinburg, which opened in March 2019, and Gaylord Rockies, which opened on a fully operational basis in first quarter 2019.

Operating Results – Gain on Sale of Assets

Gain on sale of assets of $1.3 million during the six months ended June 30, 2020 includes the sale of certain assets at Gaylord Opryland.

Operating Results – Credit Losses on Held-to-Maturity Securities

Credit losses on held-to-maturity securities of $19.1 million and $25.0 million during the three months and six months ended June 30, 2020, respectively, relate to the bonds we received in 2008 related to the Gaylord National construction, which we hold as notes receivable. See further discussion regarding these credit losses in Note 6, “Notes Receivable,” to the condensed consolidated financial statements included herein.

Non-Operating Results Affecting Net Income

General

The following table summarizes the other factors which affected our net income for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 (in thousands, except percentages):

Three Months Ended

Six Months Ended

June 30,

June 30,

%

%


2020

2019

Change


2020

2019

Change


Interest expense

$
30,042

$
33,492

(10.3)
%

$
59,400

$
65,579

(9.4)
%

Interest income

1,854

2,970

(37.6)
%

4,225

5,878

(28.1)
%

Loss from unconsolidated joint ventures

(1,820)

(167)

(989.8)
%

(3,715)

(167)

(2,124.6)
%

Other gains and (losses), net

(16,755)

111

(15,194.6)
%

(16,560)

(252)

(6,471.4)
%

Provision for income taxes

(161)

(8,232)

98.0
%

(26,960)

(10,206)

(164.2)
%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Interest expense
   $ (16,621 ) $ (15,947 ) 4.2 % $ (49,640 ) $ (48,002 ) 3.4 %
Interest income
   2,957 2,965 -0.3 % 8,874 9,116 -2.7 %
Loss from joint ventures
   (899 ) (638 ) -40.9 % (2,616 ) (2,086 ) -25.4 %
Other gains and (losses), net
   2,554 2,468 3.5 % 1,024 2,288 -55.2 %
Provision for income taxes
   (530 ) (1,822 ) 70.9 % (2,022 ) (2,352 ) 14.0 %

Interest Expense
Interest expense ~~increased $0.7~~decreased $3.5 million and $6.2 million, respectively, during the three months ~~ended September 30, 2017, as compared to the same period in 2016, due primarily to increased interest expense associated with our new term loan A~~ and ~~increased borrowings under our refinanced term loan B. These increases were partially offset by increased capitalized interest in the current period.~~
~~Interest expense increased $1.6 million during the nine~~six months ended ~~September~~June 30, ~~2017, as compared to the same period in 2016, due primarily to thewrite-off~~ of $0.9 million in deferred financing costs associated with the refinancing of our credit facility, as well as increased interest expense associated with our revolving credit facility due to higher average borrowings, our new term loan A and increased borrowings under our refinanced term loan B. These increases were partially offset by increased capitalized interest in the current year.
~~Cash interest expense increased $1.6 million to $16.9 million in the three months and increased $3.8 million to $49.1 million in the nine months ended September 30, 2017,~~2020, as compared to the same periods in ~~2016.~~2019, due primarily to lower average borrowings and lower interest rates under our credit facility in the 2020 period, partially offset by increased principal balances outstanding under our senior notes.
Cash interest expense decreased $3.1 million to $28.8 million in the three months and decreased $5.6 million to $56.9 million in the six months ended June 30, 2020, as compared to the same periods in 2019. Non-cash interest expense, which includes amortization of deferred financing costs, ~~and debt discounts and~~ thewrite-off of deferred financing costs and the effects of interest rate swaps, and is offset by capitalized interest, decreased ~~$1.0~~$0.3 million to ~~$(0.2)~~$1.3 million in the three months and decreased ~~$2.2~~$0.5 million to ~~$0.5~~$2.5 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, as compared to the same periods in ~~2016.~~2019.
Our weighted average interest rate on our borrowings, excluding thewrite-off of ~~$0.9 million in~~ deferred financing costs ~~during~~and capitalized interest, but including the ~~nine-month 2017 period,~~impact of interest rate swaps, was ~~4.5%~~4.2% and ~~4.2%~~5.3% for the three months ended June 30, 2020 and 2019, respectively, and 4.4% and ~~4.3%~~5.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively.
Interest Income
Interest income for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019 primarily includes amounts earned on 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.

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Loss from Unconsolidated Joint Ventures

The loss from unconsolidated joint ventures for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016 primarily~~2020 represents preopening expenses related to joint ventures that we entered into related to Opry City Stage in Times Square in New York City and the investment in Gaylord Rockies. Opry City Stage is anticipated to open in fourth quarter 2017, and Gaylord Rockies is anticipated to open in late 2018.our equity method share of losses associated with Circle.

Other Gains and (Losses), net

Other gains and (losses), net for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016 primarily~~2020 includes ~~gains~~the forfeiture of ~~$2.6~~a $15.0 million ~~and $2.5 million from a fund~~deposit associated with the ~~Gaylord National bonds to reimburse us for certain marketing and maintenance expenses. The nine-month 2017 period also includes~~terminated Block 21 acquisition, which resulted in a loss ~~on certain assets that were disposed~~being recognized in the current periods. See “Termination of ~~in our Entertainment and Corporate segments.~~Block 21 Acquisition” above for additional discussion.

Provision for Income Taxes

As a REIT, we generally will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that we distribute to our stockholders. We will ~~however, be subject to corporate income taxes onbuilt-in~~ ~~gains (the excess of fair market value over tax basis at January 1, 2013) that result from gains on the sale of certain assets occurring prior to January 1, 2018. In addition, we will~~ continue to be required to pay federal and state corporate income taxes on earnings of our TRSs.

For the three months and six months ended ~~September~~June 30, ~~2017 and 2016,~~2020, we recorded an income tax provision of ~~$0.5~~$0.2 million and ~~$1.8~~$27.0 million, respectively. The income tax provision for the six months ended June 30, 2020 includes the recording of a valuation allowance of $26.7 million in the period, as discussed in Note 12, “Income Taxes,” to the condensed consolidated financial statements included herein. In each of the three months and six months ended June 30, 2020, we also recorded income tax expense of $0.2 million, inclusive of valuation allowance, related to current period operations.

For the ~~nine~~three months and six months ended ~~September~~June 30, ~~2017 and 2016,~~2019, we recorded an income tax provision of ~~$2.0~~$8.2 million and ~~$2.4~~$10.2 million, ~~respectively. These results differ~~respectively, related to regular operations, which differed from the statutory rate primarily due to the REIT dividends paid deduction in the periods.

Non-GAAP Financial Measures

We present the following non-GAAP financial measures, which we believe are useful to investors as key measures of our operating performance:

EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest Definition

We calculate EBITDAre, which is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) in its September 2017 white paper as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in ~~valuation allowance required at~~control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the ~~TRSs.~~value of depreciated property or the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. Adjusted EBITDAre is then calculated as EBITDAre, plus to the extent the following adjustments occurred during the periods presented: preopening costs; non-cash lease expense; equity-based compensation expense; impairment charges that do not meet the NAREIT definition above; credit losses on held-to-maturity securities; any transaction costs of acquisitions; interest income on bonds; pension settlement charges; pro rata Adjusted EBITDAre from unconsolidated joint ventures, and any other adjustments we have identified herein. We then exclude noncontrolling interests in consolidated joint ventures to calculate Adjusted EBITDAre, Excluding Noncontrolling Interest. We use EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest to evaluate our operating performance. We believe that the presentation of EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest provides useful information to investors regarding our operating performance and debt leverage metrics, and that the presentation of Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. We make additional adjustments to EBITDAre when evaluating our performance because we believe that presenting Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest provides useful information to investors regarding our operating performance and debt leverage metrics. Beginning in the first quarter 2020 with the Company’s adoption of ASU 2016-13, “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments,” our definition of

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Adjusted EBITDAre includes an adjustment for credit loss on held-to-maturity securities; such charges in previous quarters were included in impairment charges that do not meet the NAREIT definition.

FFO, Adjusted FFO, and Adjusted FFO available to common shareholders Definition

We calculate FFO, which definition is clarified by NAREIT in its December 2018 white paper as net income (calculated in accordance with GAAP) excluding depreciation and amortization (excluding amortization of deferred financing costs and debt discounts), gains and losses from the sale of certain real estate assets, gains and losses from a change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciated real estate held by the entity, income (loss) from consolidated joint ventures attributable to noncontrolling interest, and pro rata adjustments for unconsolidated joint ventures. To calculate Adjusted FFO available to common shareholders, we then exclude, to the extent the following adjustments occurred during the periods presented: right-of-use asset amortization, impairment charges that do not meet the NAREIT definition above; write-offs of deferred financing costs, non-cash lease expense, credit loss on held-to-maturity securities, amortization of debt discounts or premiums and amortization of deferred financing costs, pension settlement charges, additional pro rata adjustments from unconsolidated joint ventures, (gains) losses on other assets, transaction costs on acquisitions, deferred income tax expense (benefit), and (gains) losses on extinguishment of debt. FFO available to common shareholders and Adjusted FFO available to common shareholders exclude the ownership portion of Gaylord Rockies joint venture not controlled or owned by the Company. Beginning in the first quarter 2020 with the Company’s adoption of ASU 2016-13, “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments,” our definition of Adjusted FFO available to common shareholders includes an adjustment for credit loss on held-to-maturity securities; such charges in previous quarters were included in impairment charges that do not meet the NAREIT definition.

We believe that the presentation of FFO available to common shareholders and Adjusted FFO available to common shareholders provide useful information to investors regarding the performance of our ongoing operations because it is 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 FFO available to common shareholders and Adjusted FFO available to common shareholders as measures in determining our results after considering the impact of our capital structure.

We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, FFO available to common shareholders, and Adjusted FFO available to common shareholders may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, FFO available to common shareholders, and Adjusted FFO available to common shareholders, and any related per share measures, should not be considered as alternative measures of our Net Income (Loss), operating performance, cash flow or liquidity. Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, FFO available to common shareholders, and Adjusted FFO available to common shareholders 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 Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, FFO available to common shareholders, and Adjusted FFO available to common shareholders can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as Net Income (Loss), Operating Income (Loss), or cash flow from operations.

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The following is a reconciliation of our consolidated GAAP net income (loss) to EBITDAre and Adjusted EBITDAre for the three months and six months ended June 30, 2020 and 2019 (in thousands):

Three Months Ended

Six Months Ended

June 30, 2020

June 30,

2020

2019

2020

2019
Net income (loss)

$
(187,659)

$
46,284

$
(238,395)

$
68,954
Interest expense, net

28,188

30,522

55,175

59,701
Provision for income taxes

161

8,232

26,960

10,206
Depreciation and amortization

54,011

53,553

107,356

106,562
(Gain) loss on disposal of assets

6

5

(1,255)

5
Pro rata EBITDAre from unconsolidated joint ventures

6

(2)

9

(2)
EBITDAre

(105,287)

138,594

(50,150)

245,426
Preopening costs

700

(24)

1,501

2,110
Non-cash lease expense

1,141

1,249

2,258

2,472
Equity-based compensation expense

2,189

1,935

4,419

3,961
Credit loss on held-to-maturity securities

19,145

—

24,973

—
Interest income on Gaylord National & Gaylord Rockies bonds

1,733

2,607

3,198

5,249
Transaction costs of acquisitions

15,138

—

15,435

—
Pro rata adjusted EBITDAre from unconsolidated joint ventures

—

169

—

169
Adjusted EBITDAre

(65,241)

144,530

1,634

259,387
Adjusted EBITDAre of noncontrolling interest

2,128

(8,774)

(5,578)

(14,372)
Adjusted EBITDAre, excluding noncontrolling interest

$
(63,113)

$
135,756

$
(3,944)

$
245,015

The following is a reconciliation of our consolidated GAAP net income (loss) to FFO and Adjusted FFO for the three months and six months ended June 30, 2020 and 2019 (in thousands):

Three Months Ended

Six Months Ended

June 30, 2020

June 30,

2020

2019

2020

2019
Net income (loss)

$
(187,659)

$
46,284

$
(238,395)

$
68,954
Noncontrolling interest

14,167

3,099

18,387

9,837
Net income (loss) available to common shareholders

(173,492)

49,383

(220,008)

78,791
Depreciation and amortization

53,974

53,517

107,282

106,485
Adjustments for noncontrolling interest

(8,581)

(8,702)

(17,138)

(17,399)
Pro rata adjustments from joint ventures

6

—

11

—
FFO available to common shareholders

(128,093)

94,198

(129,853)

167,877
Right-of-use amortization

37

36

74

77
Non-cash lease expense

1,141

1,249

2,258

2,472
Credit loss on held-to-maturity securities

19,145

—

24,973

—
Gain on other assets

—

—

(1,261)

—
Write-off of deferred financing costs

235

—

235

—
Amortization of deferred financing costs

1,957

1,939

3,851

3,866
Amortization of debt premiums

(67)

—

(134)

—
Adjustments for noncontrolling interest

(277)

(209)

(491)

(422)
Transaction costs of acquisitions

15,138

—

15,435

—
Deferred tax expense

82

7,087

26,641

8,187
Adjusted FFO available to common shareholders

$
(90,702)

$
104,300

$
(58,272)

$
182,057

Liquidity and Capital Resources
Cash Flows From Operating Activities. Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, our net cash flows used in operating activities were $110.8 million,

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primarily reflecting cash used in our net loss before depreciation expense, amortization expense and other non-cash charges of approximately $52.2 million and unfavorable changes in working capital of approximately $58.6 million. The unfavorable changes in working capital primarily resulted from a decrease in accounts payable and accrued liabilities associated with the payment of accrued property taxes and incentive compensation, partially offset by a decrease in accounts receivable due to the collection of previous receivables and the decrease of new receivables due to property closures.

During the six months ended June 30, 2019, our net cash flows provided by operating activities were ~~$215.8~~$138.6 million, primarily reflecting cash provided by our income before depreciation expense, amortization expense and othernon-cash charges of approximately $197.0 million and favorable changes in working capital of approximately $18.8 million. The favorable changes in working capital primarily resulted from an increase in accounts payable and accrued liabilities primarily attributable to an increase in deferred revenues associated with our Christmas-related programs and an increase in accrued interest on our outstanding debt.

During the nine months ended September 30, 2016, our net cash flows provided by operating activities were $199.1 million, primarily reflecting cash provided by our income before depreciation expense, amortization expense and other~~non-cash~~ ~~charges of approximately $201.7~~$191.7 million, partially offset by unfavorable changes in working capital of approximately ~~$2.6~~$53.1 million. The unfavorable changes in working capital primarily resulted from a decrease in accounts payable and accrued liabilities primarily attributable to the payment of liabilities associated with our Christmas-related and incentive compensation programs, an increase in accounts receivable due to a seasonal change in the timing of payments received from corporate group customers at our Gaylord Hotels properties, as well as Gaylord Rockies becoming fully operational in 2019. These decreases in cash were partially offset by an increase in accrued interest associated with our outstanding debt and an increase in deferred revenue, primarily attributable to the timing of advanced payments received on upcoming hotel stays and ticketed events at our entertainment venues.

Cash Flows From Investing Activities.During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, our primary uses of funds for investing activities were purchases of property and equipment, which totaled ~~$127.1~~$83.1 million, and ~~our investment of $16.3 million in the Gaylord Rockies joint venture. Purchases of property and equipment~~ consisted primarily of the expansion of ~~the guest rooms and convention space at~~ Gaylord Texan, the renovation of a portion of the guest rooms at Gaylord Opryland, the commencement of construction of the new waterpark at Gaylord Opryland, a freestanding event ballroom and an expanded event space at Gaylord National,Palms and ongoing maintenance capital expenditures for our existing properties.

During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2019, our primary uses of funds for investing activities were purchases of property and equipment, which totaled ~~$84.6~~$69.1 million ~~our investment of $50.4 million in the Gaylord Rockies joint venture,~~ and an increase in restricted cash and cash equivalents associated with the furniture, fixtures, and equipment (“FF&E”) reserve that we are obligated to maintain for future planned and emergency-related capital expenditures at the properties that Marriott manages for us. These uses of cash were partially offset by the receipt of $6.8 million in proceeds related to the sale of our rights in a letter of intent which entitled us to a portion of an economic interest in the income from the land underlying the new MGM casino project in National Harbor, Maryland. Purchases of property and equipment consisted primarily of ~~the~~a rooms renovation ~~of a portion of the guest rooms~~ at Gaylord Opryland, the ~~freestanding event ballroom and expanded event space~~expansion at Gaylord ~~National, the~~Palms, construction of SoundWaves at Gaylord Opryland, an expansion of the ~~guest rooms~~retail, ticketing and ~~convention space~~parking areas at ~~Gaylord Texan, a renovation of~~ the ~~Wildhorse Saloon,~~Grand Ole Opry House, and ongoing maintenance capital expenditures for our existing properties.

Cash Flows From Financing Activities. Our cash flows from financing activities primarily reflect the incurrence of debt, the repayment of long-term debt and the payment of cash dividends. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, our net cash flows used in financing activities were ~~approximately $65.2~~$84.1 million, primarily reflecting the ~~repayment of $235.9 million under our refinanced revolving credit facility, the~~ payment of ~~$120.7~~$102.3 million in cash dividends, ~~and the payment of $12.3 million in deferred financing costs related to our refinanced credit facility. These uses of cash were~~ partially offset by ~~$200.0~~$25.0 million in borrowings under our ~~new term loan A and $107.5 million in net borrowings under our refinanced term loan B.~~revolving credit agreement.

During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2019, our net cash flows used in financing activities were ~~approximately $88.1~~$57.7 million, primarily reflecting the payment of ~~$112.9 million~~$90.7 in cash dividends and the ~~payment~~distribution by the Gaylord Rockies joint venture of ~~$24.8~~$10.6 million to ~~repurchase and retire 0.5 million shares of our common stock,~~the noncontrolling interest partners in that joint venture, partially offset by ~~$57.5 million in net~~increased borrowings under ~~our credit facility.~~

the previous Gaylord Rockies construction and mezzanine loans of $37.7 million.
Liquidity
At ~~September~~June 30, ~~2017,~~2020, we had ~~$62.7~~$82.4 million in unrestricted cash and ~~$551.4~~$674.1 million available for borrowing under our revolving credit facility. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2020, we ~~net~~ borrowed ~~$71.6~~$25.0 million under our revolving credit facility, paid cash dividends of ~~$120.7~~$102.3 million and incurred capital expenditures of ~~$127.1 million, invested $16.3 million in the Gaylord Rockies joint venture, and paid $12.3 million in deferred financing costs associated with the refinancing of our credit facility.~~$83.1 million. These net outflows, ~~were offset by~~when added to the cash flows ~~from operating activities~~used in operations discussed above, ~~resulting~~were the primary factors in the ~~increase~~decrease in our cash balance from December 31, ~~2016~~2019 to ~~September~~June 30, ~~2017.~~2020.
~~We currently plan~~On February 25, 2020, our board of directors declared our first quarter 2020 cash dividend in the amount of $0.95 per share of common stock, or an aggregate of approximately $52.2 million in cash, which was paid on April 15, 2020 to stockholders of record as of the close of business on March 31, 2020. Following payment of our first quarter 2020 cash dividend, we suspended our regular quarterly dividend payments for the remainder of 2020, and our board of directors will consider a future dividend as permitted by our credit agreement. Our credit facility amendment described below permits payment of dividends as necessary to maintain our REIT status and permits us to pay a dividend of $0.01 per share each quarter. Prior to the suspension of dividends as a result of the COVID-19 pandemic, we had planned to continue to pay a quarterly cash dividend to shareholders in an amount equal to an annualized payment of ~~$0.80 per share in January 2018,~~at least 50% of adjusted funds from operations (as defined by us) less maintenance capital expenditures or 100% of REIT taxable

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income, whichever is greater. Any future dividend is subject to our board of director’s determinations as to the amount of distributions and the timing ~~and amount by our board of directors.~~ thereof.

We anticipate investing in our operations during the remainder of ~~2017~~2020 by spending between ~~$60~~$50 million and ~~$80~~$65 million in capital expenditures, which primarily includes minimal ongoing maintenance capital of our current facilities, the expansion of the guest rooms and convention space at Gaylord ~~Texan,~~Palms and a ~~luxury indoor/outdoor waterpark~~rooms renovation at Gaylord ~~Opryland.~~National.

We believe that our cash on hand, ~~and cash from operations~~together with amounts available for borrowing under our revolving credit facility, will be adequate to fund our general short-term commitments, as well as: (i) ~~normal~~current operating expenses, (ii) interest expense on long-term debt obligations, and (iii) ~~capital~~financing lease and operating lease obligations ~~and (iv) declared dividends. If~~until our ~~existing cash and cash from operations were inadequate~~assets are able to ~~fund such items, as well as capital expenditures, we could~~operate at pre-COVID-19 pandemic levels. Our ability to draw on our credit facility is subject to the satisfaction of ~~covenants in~~provisions of the credit ~~facility.~~facility, as amended. Based on our current projections, we estimate that our monthly cash needs during the third quarter of 2020 will be approximately $20 million to $30 million, which includes the Gaylord Rockies joint venture’s operating costs and debt service fully consolidated.

Our outstanding principal debt agreements ~~at September 30, 2017~~ are described below. ~~Based on current projections for compliance under our financial covenants contained in these agreements, we do not foresee a maturity issue prior to their scheduled maturity date.~~

At ~~September~~June 30, ~~2017, we~~2020, there were ~~in compliance with all~~no defaults under the covenants related to our outstanding ~~debt.~~debt, and our lender had waived the covenant in our credit facility that prohibits closure of a Gaylord Hotels property for longer than a specified period of time.

Principal Debt Agreements

Credit Facility. On ~~May 11, 2017,~~October 31, 2019, we entered into a ~~Fifth~~Sixth Amended and Restated Credit Agreement (the ~~“Amended Credit~~“Credit Agreement”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, ~~N.A.,~~National Association, as administrative agent, which ~~amends~~amended and ~~restates~~restated the Company’s existing credit facility. ~~In addition, on May 23, 2017, we entered into an Amendment No. 1 (the “Amendment”) to the Amended Credit Agreement among the same parties.~~ As amended, our credit facility consists of a $700.0 million senior secured revolving credit facility (the “Revolver”), a ~~new $200.0~~$300.0 million senior secured term loan A (the “Term Loan A”), and ~~an increased~~a $500.0 million senior secured term loan B (the “Term Loan B”), each as discussed below. On April 23, 2020, we entered into Amendment No. 1 (the “Amendment”) to the Credit Agreement among the same parties, as discussed below.

Each of the Revolver, Term Loan A and Term Loan B is guaranteed by us, each of our four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain ~~other~~ of our other subsidiaries. Each is secured by (i) a first mortgage lien on the real property of each of our Gaylord Hotels properties, (ii) pledges of equity interests in our subsidiaries that own the Gaylord Hotels properties, (iii) our personal property and the personal property of the Operating Partnership and our guarantor subsidiaries and (iv) all proceeds and products from our Gaylord Hotels properties. Advances are subject to a 55% borrowing base, based on the appraisal value of the Gaylord Hotels properties (reduced to 50% in the event one of the Gaylord ~~Hotel~~Hotels properties is sold). Assets of the Gaylord Rockies joint venture are not subject to the liens of our credit facility.

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

●

We must maintain a consolidated funded indebtedness to total asset value ratio as of the end of each calendar quarter of not more than .65 to 1.0.

●

We must maintain a consolidated fixed charge coverage ratio (as defined in the Credit Agreement) of not less than 1.50 to 1.00.

●

We must maintain an implied debt service coverage ratio (the ratio of adjusted net operating income to monthly principal and interest that would be required if the outstanding balance were amortized over 25 years at an assumed fixed rate) of not less than 1.60 to 1.00.

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The Amendment provides for a waiver of the ~~previous credit agreement):~~

Weforegoing financial covenants through March 31, 2021 and ending on April 1, 2021 (the “Temporary Waiver Period”) and amends covenant computations for the three months ended June 30, 2021 and September 30, 2021. In addition, the Amendment contains a covenant that we must maintain unrestricted liquidity (in the form of unrestricted cash on hand or undrawn availability under the Revolver) of at least $100 million. Following the Temporary Waiver Period, in the event we are unable to comply with the Credit Agreement’s financial covenants, we expect to further amend the Credit Agreement or take other mitigating actions prior to a ~~consolidated funded indebtedness~~potential breach.
We may elect to ~~total asset value ratio as~~terminate the Temporary Waiver Period prior to expiration. Upon expiration or termination of the ~~end of each calendar quarter of not more than .65 to 1.0.~~

~~We must maintain a consolidated tangible net worth (as defined~~Temporary Waiver Period, we will calculate compliance with the financial covenants in the ~~Amended~~ Credit ~~Agreement) of not less than $175 million plus 75%~~Agreement using a designated annualized calculation based on our most recently completed fiscal quarter or quarters, as applicable. Pursuant to the Amendment, we are required to use any proceeds from borrowings drawn during the Temporary Waiver Period to fund operating expenses, debt service of the ~~proceeds received by us or any of our~~Company and its subsidiaries, ~~in connection with any equity issuance.~~

~~We must maintain a consolidated fixed charge coverage ratio (as defined in the Amended Credit Agreement) of not less than 1.50 to 1.00.~~

~~We must maintain an implied debt service coverage ratio (the ratio of adjusted net operating income to monthly principal~~ and ~~interest that would be required if the outstanding balance were amortized over 25 years at an assumed fixed rate) of not less than 1.60 to 1.00.~~

permitted capital expenditures and investments.
If an event of default shall occur and be continuing under the ~~Amended~~ Credit Agreement, the commitments under the ~~Amended~~ Credit Agreement may be terminated and the principal amount outstanding under the ~~Amended~~ Credit Agreement, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
~~$700 Million~~ Revolving Credit Facility. Pursuant to the ~~Amendment,~~Credit Agreement, we extended the maturity date of the Revolver to ~~May 23, 2021,~~March 31, 2024, with two additionalsix-month extension options, at our election. Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from ~~1.55%~~1.40% to ~~2.40%~~1.95%, dependent upon our funded debt to total asset value ratio (as defined in the ~~Amended~~ Credit Agreement) or (ii) a base rate as set forth in the ~~Amended~~ Credit Agreement. At ~~September~~June 30, ~~2017,~~2020, the interest rate on the Revolver was, and during the Temporary Waiver Period will be, LIBOR plus ~~1.55%~~1.95%. Principal is payable in full at maturity. ~~No additional amounts were borrowed under the Revolver at closing.~~
At ~~September~~June 30, ~~2017, $146.5~~2020, $25.0 million of borrowings were outstanding under the Revolver, and the lending banks had issued ~~$2.1~~$0.9 million of letters of credit under the ~~Amended~~ Credit Agreement, which left ~~$551.4~~$674.1 million of availability under the Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our ~~$350 million in aggregate principal amount of senior notes due 2021 (the “$350 Million 5% Senior Notes”) and~~ $400 million in aggregate principal amount of senior notes due 2023 (the “$400 Million 5% Senior Notes”) and our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), which we met at ~~September~~June 30, ~~2017)~~2020).
~~$200 Million~~ Term Loan A Facility.~~The Amendment also provides for~~Pursuant to the Credit Agreement, the Term Loan A ~~which has a~~was increased from $200 million to $300 million and the maturity date ~~of May 23, 2022.~~was extended to March 31, 2025. Borrowings bear interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from ~~1.50%~~1.35% to ~~2.35%~~1.90%, dependent upon our funded debt to total asset value ratio (as defined in the ~~Amended~~ Credit Agreement) or (ii) a base rate as set forth in the ~~Amended~~ Credit Agreement. At ~~September~~June 30, ~~2017,~~2020, the interest rate on the Term Loan A was, and during the Temporary Waiver Period will be, LIBOR plus ~~1.50%~~1.90%. Amounts borrowed under the Term Loan A that are repaid or prepaid may not be reborrowed. ~~At closing, we drew down on~~Net proceeds from the increase in the Term Loan A ~~in full~~pursuant to the Credit Agreement were approximately $94 million and, ~~proceeds~~along with cash on hand, were used to ~~pay down a portion~~repay $100 million of the ~~Revolver.~~outstanding indebtedness under the Term Loan B.
~~$500 Million~~ Term Loan B Facility.~~In May 2017, as part of the Amended Credit Agreement discussed above, we increased the capacity under our previous $400 million term loan B to $500 million.~~ The Term Loan B has a maturity date of May 11, ~~2024 and~~2024. The applicable interest rate margins for borrowings ~~bear interest at an annual rate equal to,~~under the Term Loan B are, at our option, either (i) LIBOR plus ~~2.25%~~2.00% or (ii) a base rate as set forth in the ~~Amended~~ Credit Agreement. At ~~September~~June 30, ~~2017,~~2020, the interest rate on the Term Loan B was LIBOR plus ~~2.25%~~2.00%. In October 2019, we entered into four interest rate swaps with a total notional amount of $350.0 million to fix the LIBOR portion of the interest rate, at rates between 1.2235% and 1.2315%, through May 11, 2023. We have designated these interest rate swaps as effective cash flow hedges. The Term Loan B amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of $500.0 million, with the balance due at maturity. In addition, if for any fiscal year, there is Excess Cash Flow (as defined in the
~~Amended~~ Credit Agreement), an additional principal amount is required. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed. ~~At closing, we drew down~~The Credit Agreement did not change the maturity date or applicable margin on interest rates for the Term Loan BB. At June 30, 2020, $383.8 million in ~~full. Net proceeds, after~~borrowings were outstanding under the ~~repayment of the original $400 million term loan B and certain transaction expenses payable at closing, were approximately $114.3 million and were used to pay down a portion of the Revolver.~~Term Loan B.
$~~350~~700 Million 5%4.75% Senior Notes.In ~~2013,~~September 2019, the Operating Partnership and Finco completed the private placement of ~~$350.0~~$500.0 million in aggregate principal amount of senior notes due ~~2021,~~2027, which are guaranteed by the Company and its subsidiaries that guarantee the ~~Amended~~ Credit Agreement. The ~~$350~~$500 Million 5%4.75% Senior Notes and

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guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association as trustee. The ~~$350~~$500 Million 5%4.75% Senior Notes have a maturity date of ~~April~~October 15, ~~2021~~2027 and bear interest at 5%4.75% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each ~~year.~~year, beginning on April 15, 2020. The ~~$350~~$500 Million 5%4.75% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $400 Million 5% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The ~~$350~~$500 Million 5%4.75% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The ~~$350~~$500 Million 5%4.75% Senior Notes ~~will be~~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 ~~$350~~$500 Million 5%4.75% Senior Notes.

The net proceeds from the issuance of the $500 Million 4.75% Senior Notes totaled approximately $493 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used substantially all of these proceeds to tender and redeem our previous $350 Million 5% Senior Notes and to repay a portion of the amounts outstanding under the Revolver.

In October 2019, we completed a tack-on private placement of $200.0 million in aggregate principal amount of 4.75% senior notes due 2027 (the “additional 2027 notes”) at an issue price of 101.250% of their aggregate principal amount plus accrued interest from the September 19, 2019 issue date for the $500 Million 4.75% Senior Notes. The additional 2027 notes and the $500 Million 4.75% Senior Notes constitute a single class of securities (collectively, the “$700 Million 4.75% Senior Notes”). All other terms and conditions of the additional 2027 notes are identical to the $500 Million 4.75% Senior Notes.

The net proceeds of the additional 2027 notes totaled approximately $199 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used substantially all of these proceeds to repay a portion of the amounts outstanding under the Revolver.

The $700 Million 4.75% Senior Notes are redeemable before October 15, 2022, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $700 Million 4.75% Senior Notes will be redeemable, in whole or in part, at any time on or after October 15, 2022 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is ~~102.50%~~103.563%, ~~101.25%~~102.375%, 101.188%, and 100.00% beginning on ~~April~~October 15 of ~~2017, 2018,~~2022, 2023, 2024, and ~~2019,~~2025, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

~~In connection with the issuance of the $350 Million 5% Senior Notes, we~~We completed a registered offer to exchange the ~~$350~~$700 Million 5%4.75% Senior Notes for registered notes with substantially identical terms as the ~~$350~~$700 Million 5%4.75% Senior Notes in ~~November 2013.~~July 2020.

$400 Million 5% Senior Notes.In 2015, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of senior notes due ~~2023. The $400 Million 5% Senior Notes are general unsecured senior obligations of the Company’s issuing subsidiaries and~~2023, which are guaranteed by the Company and its subsidiaries that guarantee the ~~Amended~~ Credit Agreement. The $400 Million 5% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association as trustee. The $400 Million 5% Senior Notes have a maturity date of April 15, 2023 and bear interest at 5% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year. The $400 Million 5% 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 ~~$350 Million 5%~~new $700 million 4.75% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $400 Million 5% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $400 Million 5% 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

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indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $400 Million 5% Senior Notes.

The ~~issuing subsidiaries may redeem the~~ $400 Million 5% Senior Notes before April 15, 2018, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The $400 Million 5%

~~Senior Notes will be~~are redeemable, in whole or in part, ~~at any time on or after April 15, 2018~~ at a redemption price expressed as a percentage of the principal amount thereof, which percentage is ~~103.75%, 102.50%,~~ 101.25%, and 100.00% beginning on April 15 of ~~2018, 2019,~~ 2020 and 2021, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

~~In connection with the issuance of the $400 Million 5% Senior Notes, we~~We completed a registered offer to exchange the $400 Million 5% Senior Notes for registered notes with substantially identical terms as the $400 Million 5% Senior Notes in September 2015.

$800 Million Term Loan (Gaylord Rockies Joint Venture). On July 2, 2019, Aurora Convention Center Hotel, LLC (“Hotel Owner”) and Aurora Convention Center Hotel Lessee, LLC (“Tenant” and collectively, with Hotel Owner, the “Loan Parties”), subsidiaries of the entities comprising the Gaylord Rockies joint venture, entered into a Second Amended and Restated Loan Agreement (the “Gaylord Rockies Loan”) with Wells Fargo Bank, National Association, as administrative agent, which refinanced the Gaylord Rockies joint venture’s existing $500 million construction loan and $39 million mezzanine loan, which were scheduled to mature in December 2019. The Gaylord Rockies Loan consists of an $800.0 million secured term loan facility and also includes the option for an additional $80.0 million of borrowing capacity should the Gaylord Rockies joint venture pursue an expansion of Gaylord Rockies, which was announced in February 2020 but has been postponed as a result of the COVID-19 pandemic. The Gaylord Rockies Loan matures July 2, 2023 with three, one-year extension options, subject to certain requirements in the Gaylord Rockies Loan, and bears interest at LIBOR plus 2.50%. Simultaneous with closing, the Gaylord Rockies joint venture entered into an interest rate swap to fix the LIBOR portion of the interest rate at 1.65% for the first three years of the loan. We have designated this interest rate swap as an effective cash flow hedge.

The proceeds from the Gaylord Rockies Loan were used by the Gaylord Rockies joint venture to repay the previously outstanding $500 million construction loan and $39 million mezzanine loan, and, after payment of expenses, the Gaylord Rockies joint venture distributed the excess proceeds to the owners of the Gaylord Rockies joint venture pro rata in proportion to their interests therein. We received a distribution of approximately $153 million, which was used to repay a portion of the amounts outstanding under the Revolver.

The Gaylord Rockies Loan is secured by a deed of trust lien on the Gaylord Rockies real estate and related assets. We and an affiliate of RIDA each entered into limited repayment and carry guaranties that, in the aggregate, guarantee repayment of 10% of the principal debt, together with interest and operating expenses, which are to be released once the Gaylord Rockies joint venture achieves a certain debt service coverage threshold as defined in the Gaylord Rockies Loan. Generally, the Gaylord Rockies Loan is non-recourse to the Company, subject to (i) those limited guaranties, (ii) a completion guaranty in the event the expansion is pursued, and (iii) customary non-recourse carve-outs.

On June 30, 2020, the Loan Parties entered into Amendment No. 1 (the “Loan Amendment”) to the Gaylord Rockies Loan, by and among the Loan Parties, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto.

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), which the Gaylord Rockies joint venture was in beginning in July 2020, (ii) extend the deadline for Hotel Owner to commence construction of an expansion to Gaylord Rockies, and (iii) provide favorable changes to the debt service coverage ratio provisions.

The Loan Amendment includes restrictions on distributions to the owners of the Gaylord Rockies joint venture and requires a certain level of equity financing for a Gaylord Rockies expansion.

Additional Debt Limitations. Pursuant to the terms of the management agreements and pooling agreement with Marriott for our four wholly-owned Gaylord Hotels, we are subject to certain debt limitations described below.

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The management agreements provide for the following limitations on indebtedness encumbering a hotel:

~~The aggregate principal balance of all mortgage and mezzanine debt encumbering the hotel shall be no greater than 75% of the fair market value of the hotel; and~~

●

The aggregate principal balance of all mortgage and mezzanine debt encumbering the hotel shall be no greater than 75% of the fair market value of the hotel; and

●

The ratio of (a) aggregate Operating Profit (as defined in the management agreement) in the 12 months prior to the closing on the mortgage or mezzanine debt to (b) annual debt service for the hotel shall equal or exceed 1.2:1; but is subject to the pooling agreement described below.

The pooled limitations on Secured Debt (as defined in the pooling agreement) are as follows:

●

The aggregate principal balance of all mortgage and mezzanine debt on Pooled Hotels (as defined in the pooling agreement), shall be no more than 75% of the fair market value of Pooled Hotels.

●

The ratio of (a) aggregate Operating Profit (as defined in the pooling agreement) of Pooled Hotels in the 12 months prior to closing on any mortgage or mezzanine debt to (b) annual debt service for the Pooled Hotels, shall equal or exceed 1.2:1.

Gaylord Rockies is not a Pooled ~~Hotels (as defined in the pooling agreement), shall be no more than 75% of the fair market value of Pooled Hotels.~~

~~The ratio of (a) aggregate Operating Profit (as defined in the pooling agreement) of Pooled Hotels in the 12 months prior to closing on any mortgage or mezzanine debt to (b) annual debt service~~Hotel for ~~the Pooled Hotels, shall equal or exceed 1.2:1.~~

this purpose.
Off-Balance Sheet Arrangements
As described in Note 6 to our condensed consolidated financial statements included herein, we have invested in a joint venture that will build and subsequently own Gaylord Rockies. In connection with this investment, we agreed to provide guarantees of the hotel’s construction loan, including a principal repayment guaranty of up to $21 million of the total $500 million principal amount of the construction loan previously obtained from a consortium of eight banks, with such amount reducing to $14 million and further reducing to $8.75 million upon Gaylord Rockies’ satisfaction of designated debt service coverage requirements following completion and opening of the hotel. We have also provided a completion guarantee under the construction loan capped at our pro rata share of all costs necessary to complete the project within the time specified in the senior loan documents. Further, we have agreed to a guaranty capped at our pro rata share of the joint venture’s obligations under the construction loan prior to the hotel’s opening related to interest accruing under the construction loan and the operating expenses of the property (estimated pro rata share of interest prior to the hotel opening is $9.8 million). In addition to guaranties related to the construction loan, we agreed to provide a guaranty of the mezzanine debt related to the hotel including a payment guaranty capped at $8.75 million for which we are only liable in the event there is a casualty or condemnation event at the hotel and the construction lenders elect to apply those proceeds to the construction loan balance and release the construction loan guaranties and liens. The guaranty related to the mezzanine debt also includes an uncapped completion guaranty and an uncapped guaranty of the joint venture’s obligations under the mezzanine loan prior to the hotel’s opening related to interest accruing under the mezzanine loan and the operating expenses of the property to the extent not already satisfied by the parties under the guaranties related to the construction loan. As of September 30, 2017, we have not recorded any liability in the condensed consolidated balance sheet associated with these guarantees.
~~In addition, we~~ enter into commitments under letters of credit, primarily for the purpose of securing our deductible obligations with our insurers, and lending banks under our ~~Amended~~ Credit Agreement had issued ~~$2.1~~$0.9 million of letters of credit at ~~September~~June 30, ~~2017.~~2020. Except as set forth in ~~these paragraphs,~~this paragraph, we do not have anyoff-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Commitments and Contractual Obligations
The following table summarizes our significant contractual obligations at ~~September~~June 30, ~~2017,~~2020, including long-term debt and operating and capital lease commitments (amounts in thousands):

      Payment due by Period
   Total
amounts    Less than          More than
Contractual obligations
   committed    1 year    1-3 years    3-5 years    5 years
Long-term debt (1)
   $ 1,594,000    $ 5,000    $ 10,000    $ 706,500    $ 872,500
Capital leases
   643    20    43    46    534
Operating leases (2)
   616,463    4,563    9,533    10,090    592,277
Construction commitments (3)
   13,553    13,553    —      —      —










Total contractual obligations
   $ 2,224,659    $ 23,136    $ 19,576    $ 716,636    $ 1,465,311










Payment due by Period


Total amounts

Less than





More than
Contractual obligations

committed

1 year

1-3 years

3-5 years

5 years
Long-term debt (1) (2)

$
2,608,750

$
5,000

410,000

1,493,750

700,000
Finance leases

1,482

260

480

152

590
Operating leases (3)

601,633

6,401

12,148

11,788

571,296
Construction commitments (4)

50,978

50,978

—

—

—
Other

12,478

1,109

2,218

2,218

6,933
Total contractual obligations

$
3,275,321

$
63,748

$
424,846

$
1,507,908

$
1,278,819
(1) Long-term debt commitments do not include approximately ~~$327.2~~$460.6 million in interest payments projected to be due in future years (less than 1 year – ~~$64.9~~$105.4 million;1-3 years – ~~$129.2~~$193.8 million;3-5 years – ~~$95.4~~$85.2 million; more than 5five years – ~~$37.7~~$76.2 million) based on the stated interest rates on our fixed-rate debt and the rates in effect at ~~September~~June 30, ~~2017~~2020 for our variable-rate ~~debt.~~debt, including the impact of interest rate swaps. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt. See “Supplemental Cash Flow Information” in Note 1 to the consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, ~~2016~~2019 for a discussion of the interest we paid during the fiscal years ~~2016, 2015~~2019, 2018 and ~~2014.~~2017.

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(2)	Debt commitments due in 3-5 years includes $800.0 million of the Gaylord Rockies Loan for the Gaylord Rockies joint venture.

~~(2)~~(3)

Total operating lease commitments of ~~$616.5~~$601.6 million includes the75-year operating lease agreement we entered into during 1999 for 65.3 acres of land located in Osceola County, Florida where Gaylord Palms is ~~located.~~located, which we may extend until January 2101.

~~(3)~~(4)

With respect to our properties that are operated under management agreements with Marriott, we are obligated to maintain an FF&E reserve account for future planned and emergency-related capital expenditures at these properties. The amount funded into each of these reserve accounts is determined pursuant to the management agreements and is generally 5.0% of the respective property’s total annual ~~revenue.~~revenue; however, such funding has been suspended for the periods from March 2020 through December 2020 as a result of the COVID-19 pandemic. At ~~September~~June 30, ~~2017, $13.6~~2020, $51.0 million was held in FF&E reserve accounts for future capital expenditures at our properties. According to the terms of each management agreement with Marriott, the reserve funds are to be held by Marriott in a restricted cash account. Although it is not required that such funds be expended in a given year, each management agreement provides any excess funds will carry over for use in future years.

The expected cash flows under our defined benefit pension plan, ournon-qualified retirement plan, ournon-qualified contributory deferred compensation plan and our defined benefit postretirement health care and life insurance plan are estimated based upon the best information currently available, but are not driven by contractual terms. Therefore, these obligations have been excluded from the contractual obligations table above. See Note 89 and Note 910 to the consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, ~~2016~~2019 for further discussion related to these obligations. In addition, the timing of the expected cash flows related to our funding obligation in the joint venture described in Note 13, “Commitments and Contingencies,” to the condensed consolidated financial statements included herein is not contractually determined. Therefore, this obligation has been excluded from the contractual obligations table above.

Derivative Instruments
In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments to manage or hedge interest rate risk. Our current interest rate swaps are subject to fair value reporting at each reporting date. These interest rate swaps have been designated as cash flow hedges, and the increase or decrease in fair value is recorded in accumulated other comprehensive income (loss). Derivatives expose us to credit risk in the event of non-performance by the counterparties under the terms of the interest rate swap agreements, which credit risk we believe is minimized by transacting with major credit-worthy financial institutions.
At June 30, 2020, we and the Gaylord Rockies joint venture have interest rate swap agreements with an aggregate notional amount of $1.2 billion, which have been designated as cash flow hedges. For the six months ended June 30, 2020, the change in fair value of these interest rate swaps was a loss of $37.7 million, which has been recorded in accumulated other comprehensive loss in the accompanying condensed consolidated financial statements.
Critical Accounting Policies and Estimates
We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States. Certain of our accounting policies, including those related to revenue recognition, impairment of long-lived and other assets, stock-based compensation, depreciation and amortization, derivative financial instruments, income taxes, pension and postretirement benefits other than pension plans, acquisitions and purchase price allocations, and legal contingencies, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, our observance of trends in the industry, ~~information provided by our customers~~ and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from our estimates. For a discussion of our critical accounting policies and estimates, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” presented in our Annual Report on Form10-K for the year ended December 31, ~~2016. There~~2019. Other than our January 1, 2020 adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-13,

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“Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments,” as discussed in Note 1, “Basis of Presentation,” to the condensed consolidated financial statements included herein, there were no newly identified critical accounting policies in the first ~~nine~~six months of ~~2017~~2020, nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form10-K for the year ended December 31, ~~2016.~~2019.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposures to market risk are from changes in interest rates and changes in asset values of investments that fund our pension plan.

Risk Related to Changes in Interest Rates

~~Borrowings~~At June 30, 2020, borrowings outstanding under the Revolver ~~bear~~bore interest at an annual rate of LIBOR plus ~~1.55%~~1.95%, subject to adjustment as described in the ~~agreement.~~Credit Agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the ~~$146.5~~$25.0 million in borrowings outstanding under the Revolver at ~~September~~June 30, ~~2017~~2020 would increase by approximately ~~$1.5~~$0.3 million.

~~Borrowings~~At June 30, 2020, borrowings outstanding under our Term Loan A ~~currently bear~~bore interest at an annual rate of LIBOR plus ~~1.50%~~1.90%, subject to adjustment as described in the ~~agreement.~~Credit Agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the ~~$200.0~~$300.0 million in borrowings outstanding under our Term Loan A at ~~September~~June 30, ~~2017~~2020 would increase by approximately ~~$2.0~~$3.0 million.

~~Borrowings~~At June 30, 2020, borrowings outstanding under our Term Loan B ~~currently bear~~bore interest at an annual rate of LIBOR plus ~~2.25%~~2.00%, subject to adjustment as described in the ~~agreement.~~Credit Agreement. We have hedged our interest rate exposure on $350.0 million of borrowings under the Term Loan B with interest rate swaps that fix the LIBOR portion of interest payments through May 2023. If LIBOR were to increase by 100 basis points, our annual interest cost on the ~~$497.5~~$33.8 million in borrowings outstanding under our Term Loan B that are not hedged at ~~September~~June 30, ~~2017~~2020 would increase by approximately ~~$5.0~~$0.3 million.

At June 30, 2020, borrowings outstanding under the Gaylord Rockies Loan bore interest at an annual rate of LIBOR plus 2.50%. The Gaylord Rockies joint venture has hedged its interest rate exposure with an interest rate swap that fixes the LIBOR portion of interest payments through August 2022. If the Gaylord Rockies joint venture does not enter into an additional interest rate swap, the joint venture will be subject to interest rate risk from August 2022 through the maturity date of July 2023.

Certain of our outstanding cash balances are occasionally invested overnight with high credit quality financial institutions. We do not have significant exposure to changing interest rates on invested cash at ~~September~~June 30, ~~2017.~~2020. As a result, the interest rate market risk implicit in these investments at ~~September~~June 30, ~~2017,~~2020, if any, is low.

Risk Related to Changes in Asset Values that Fund our Pension Plans

The expected rates of return on the assets that fund our defined benefit pension plan are based on the asset allocation of the plan and the long-term projected return on those assets, which represent a diversified mix of equity securities, fixed income securities and cash. At ~~September~~June 30, ~~2017,~~2020, the value of the investments in the pension ~~fund~~plan was ~~$69.5~~$62.2 million, and an immediate 10% decrease in this value would have reduced the value of the investments in the pension ~~fund~~plan by approximately ~~$6.9~~$6.2 million.

ITEM 4. CONTROLS AND PROCEDURES.

The Company maintains disclosure controls and procedures, as defined in Rule13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation under the supervision and with the participation of our management,

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

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

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is a party to certain litigation in the ordinary course, as described in Note ~~12,~~13, “Commitments and Contingencies,” to our condensed consolidated financial statements included herein and which our management deems ~~immaterial and~~ will not have a material effect on our ~~results of operations,~~ financial ~~condition or liquidity.~~statements.

ITEM 1A. RISK FACTORS.

~~There~~Except as otherwise described herein, there have been no material changes from the risk factors disclosed in ~~our~~Part I, Item 1A, “Risk ~~Factors” as previously set forth in the Company’s~~Factors,” of our Annual Report on Form10-K for the fiscal year ended December 31, ~~2016.~~2019.

The novel coronavirus (COVID-19) pandemic has had and is expected to continue to have a material adverse effect on our financial condition, results of operations, and our ability to make distributions to our shareholders. Depending on its length and severity, the COVID-19 pandemic may also have a material adverse effect on our access to financial markets and our ability to service our indebtedness.

In March 2020, the World Health Organization declared COVID-19 to be a pandemic. In an effort to contain and mitigate the spread of COVID-19, many countries, including the United States, have imposed unprecedented restrictions on travel, group gatherings and non-essential activities, including orders and guidance issued by U.S. federal, state and local governmental authorities, such as “social distancing” guidance and Safer at Home orders. There have also been significant business closures and a substantial reduction in economic activity in the United States as a result of the COVID-19 pandemic. Despite the phased reopening of the U.S. economy, significant uncertainty remains as to the potential impact of the COVID-19 pandemic on the U.S. economy as a whole, our businesses, and the lodging and entertainment industries in particular.

In response to the onset of the COVID-19 pandemic, by late-March 2020, we, working with our hotel manager, Marriott, suspended operations at our Gaylord Hotels properties and also suspended operations at substantially all of our entertainment assets. We have not yet reopened all of our assets. In addition, following the payment of our first quarter 2020 dividend on April 15, 2020 to stockholders of record on March 31, 2020, we suspended our regular quarterly dividend payments for the remainder of 2020, and any future dividend will be determined by our board of directors as permitted by our Credit Agreement. Further, we deferred substantially all non-essential capital projects, including our previously announced expansion at Gaylord Rockies, which was scheduled to begin in second quarter 2020.

While we were successful in amending our Credit Agreement to obtain waivers of the financial covenants and the Gaylord Rockies Loan to obtain certain other favorable modifications, as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Principal Debt Agreements,” the Amendment also increased the interest rates under our Revolver and Term Loan A, and imposed additional restrictions on debt, investments, dividends, share repurchases and capital expenditures, and included a minimum liquidity requirement, which will increase our interest costs and impose constraints on the manner in which we do business. The amendment to the Gaylord Rockies Loan additionally includes restrictions on distributions to the owners of the Gaylord Rockies joint venture and requires a certain level of equity financing for a Gaylord Rockies expansion, which may increase the cost of pursuing the previously announced expansion of Gaylord Rockies.

The material adverse effect on our businesses will continue while our assets remain closed and during phased reopenings and may continue after that time. Although we have taken steps, including those described above, to mitigate the impact of the COVID-19 pandemic on our businesses, we cannot predict the full extent and duration of the effects of the

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COVID-19 pandemic on our businesses. The longer and more severe the pandemic, the greater the material adverse effect on our financial condition, our results of operations, and our ability to make distributions to our shareholders. Further, depending on its duration and severity, the COVID-19 pandemic may have a material adverse effect on our access to financial markets and our ability to service or refinance our indebtedness.

We also cannot predict how soon we will be able to fully reopen all of our Gaylord Hotels properties or our entertainment assets when the COVID-19 pandemic subsides, as our ability to reopen and to resume normal operations will depend in part on the actions of a number of governmental authorities over which we have no control. Modified social distancing requirements or recommendations have altered the way we do business during reopening, and changes may persist for an extended period of time. Such changes may result in higher costs and lower profit margins at our assets. Some of our businesses, such as the ticketed performances at the Grand Ole Opry and Ryman Auditorium may continue to be closed for an extended period of time during reopening. Our Gaylord Hotels properties and our entertainment venues that have already reopened are reopening in phases that are intended to mitigate the spread of COVID-19 but which restrict the manner in which we did business prior to the COVID-19 pandemic. Although each phase is less restrictive than the preceding phase, we cannot assure you that we will continue to progress through phases, that we will not revert to a more restrictive phase, or that we will not make the decision to temporarily reclose any of our Gaylord Hotels properties or our entertainment assets in response to further outbreaks of COVID-19. Moreover, once restrictions are relaxed or lifted, it is unclear whether consumer demand for convention center resorts and country music entertainment experiences will return, in part, because we cannot predict the levels of consumer confidence in the safety of travel and group gatherings following the COVID-19 pandemic. We also cannot predict the pace of recovery following the reopening of our Gaylord Hotels properties, which may be affected by adverse economic conditions, including job losses, group customers’ budget constraints, debt loads and other factors. For our managed assets, we will rely on Marriott to safely reopen, to operate these assets in a manner consistent with their obligations under their management agreements with us and to increase business levels at our properties, and we cannot assure you that Marriott will be successful in doing so.

The COVID-19 pandemic has also resulted in significant financial market volatility and uncertainty, including on the market price of our common stock. A continuation or worsening of the levels of market disruption and volatility seen during the first and second quarters of 2020 could have a further adverse effect on the market price of our common stock.

We could be required to refinance our debt before it matures and there is no assurance that we will be able to refinance our debt on acceptable terms.

Our ability to refinance each of our agreements governing our indebtedness on acceptable terms will be dependent on a number of factors, including our degree of leverage, the value of our assets, borrowing restrictions which may be imposed by lenders and conditions in the credit markets at the time we refinance. In addition, although we have been successful in negotiating an amendment to our Credit Agreement, which waives the financial covenants imposed by the Credit Agreement through March 31, 2021 and ending April 1, 2021, and in negotiating an amendment to the Gaylord Rockies Loan, which provides for other favorable modifications, we may be unsuccessful in negotiating any further amendments or modifications to the agreements governing our indebtedness as we may deem necessary in response to the COVID-19 pandemic. To the extent the COVID-19 pandemic continues or our business levels do not recover to pre-pandemic levels or we are otherwise unable to refinance our debt on acceptable terms, we may be forced to choose from a number of unfavorable options, including agreeing to otherwise unfavorable financing terms, selling one or more hotel properties at unattractive prices or on disadvantageous terms, or defaulting on mortgages and allowing our lenders to foreclose. Any one of these options could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to our stockholders.

Our cash distributions are not guaranteed and may fluctuate, and we have suspended our regularly quarterly dividend for the remainder of 2020.

A REIT generally is required to distribute at least 90% of its REIT taxable income to its stockholders. Generally, our board of directors, in its sole discretion, will determine on a quarterly basis the amount of cash to be distributed to our stockholders based on a number of factors including, but not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant

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restrictions that may impose limitations on cash payments and plans for future acquisitions and divestitures. Our board of directors has previously approved a dividend policy pursuant to which we will pay a quarterly cash dividend based on an annualized amount of at least 50% of adjusted funds from operations (as defined by us) less maintenance capital expenditures or 100% of REIT taxable income on an annual basis, whichever is greater. As part of the actions taken to preserve liquidity in light of the COVID-19 pandemic, our board of directors suspended our regular quarterly dividend payments for the remainder of 2020, and our board of directors will consider a future dividend as permitted by our credit agreement, which currently permits payment of dividends as necessary to maintain our REIT status and permits us to pay a dividend of $0.01 per share each quarter. The dividend policy may be altered at any time by our board of directors (as otherwise permitted by our credit agreement) and certain provisions of our agreements governing our other indebtedness may prohibit us from paying dividends in accordance with the prior policy. Consequently, our distribution levels may be minimal and may fluctuate.

We intend to disclose EBITDAre, Adjusted EBITDAre, Adjusted EBITDAre Excluding Noncontrolling Interest, FFO available to common shareholders and Adjusted FFO available to common shareholders, each a non-GAAP financial measure, in this Quarterly Report on Form 10-Q and future filings with the SEC. These non-GAAP financial measures are not equivalent to net income or loss as determined under GAAP, and you should consider GAAP measures to be more relevant to our operating performance.

In addition to our results determined in accordance with GAAP, we believe certain non-GAAP measures and key metrics may be useful in evaluating our operating performance. We present certain non-GAAP financial measures and key metrics in this Quarterly Report on Form 10-Q and intend to continue to present certain non-GAAP financial measures and key metrics in future filings with the SEC and other public statements. Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate EBITDAre, Adjusted EBITDAre, Adjusted EBITDAre Excluding Noncontrolling Interest, FFO available to common shareholders and Adjusted FFO available to common shareholders. Also, because not all companies calculate these non-GAAP measures in the same way, comparison with other companies may not be meaningful, and these non-GAAP financial measures should not be considered as alternative measures of our net income, operating performance, cash flow or liquidity. You should be aware that Adjusted EBITDAre, Adjusted EBITDAre Excluding Noncontrolling Interest, FFO available to common shareholders, and Adjusted FFO available to common shareholders 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. Any failure to accurately report and present our non-GAAP financial measures and key metrics could cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Inapplicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Inapplicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Inapplicable.
ITEM 5. OTHER INFORMATION.
Inapplicable.

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ITEM 6. EXHIBITS.

Exhibit
Number
Description

3.1

Amended and Restated Certificate of Incorporation of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed October 1, 2012).

3.2

Amended and Restated Bylaws of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form8-K filed October 1, 2012).

31.1*
10.1

Amendment No. 1 to Sixth Amended Credit Agreement, dated April 23, 2020, among Ryman Hospitality Properties, Inc., as a guarantor, RHP Hotel Properties, LP, as borrower, certain other subsidiaries of Ryman Hospitality Properties, Inc. party thereto, as guarantors, certain subsidiaries of Ryman Hospitality Properties, Inc. party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 24, 2020).

10.2*

Amendment No. 1 to Second Amended and Restated Loan Agreement and Modification to Loan Documents, dated June 30, 2020, by and among Aurora Convention Center Hotel, LLC, Aurora Convention Center Hotel Lessee, LLC, Wells Fargo Bank National Association, as administrative agent, and the lenders from time to time party thereto.

10.3

Form of Letter Agreement, dated May 13, 2020 (entered into by the Company with each of Colin Reed, Mark Fioravanti and Bennett Westbrook) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 15, 2020).

31.1*

Certification of Colin V. Reed pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2*

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

32.1**

Certification of Colin V. Reed and Mark Fioravanti pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101*

The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form10-Q for the quarterly period ended ~~September~~June 30, ~~2017,~~2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, (iv) Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three months and ~~(iv)~~six months ended June 30, 2020 and 2019, and (v) Notes to Condensed Consolidated Financial Statements (unaudited).

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* * Filed herewith.
** ~~Furnished herewith.~~
** Furnished herewith.

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SIGNATURES

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

RYMAN HOSPITALITY PROPERTIES, INC.

Date: ~~November 7, 2017~~August 6, 2020

By:
/s/ Colin V. Reed

Colin V. Reed

Chairman of the Board of Directors and

Chief Executive Officer

~~(Principal Executive Officer)~~

By:
/s/ Mark Fioravanti

Mark Fioravanti

President and Chief Financial Officer

~~(Principal Financial Officer)~~

By:
/s/ Jennifer Hutcheson

Jennifer Hutcheson

~~Senior~~
Executive Vice President, ~~and~~Corporate

~~Corporate~~
Controller
~~(Principal~~ and Chief Accounting ~~Officer)~~Officer

51

~~Large accelerated filer~~

~~Accelerated filer~~

~~Non-accelerated filer~~

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐Smaller reporting ~~company~~

~~Emerging growth company~~