UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2022~~2023

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

Commission file number 1-13079

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

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

One Gaylord Drive

Nashville, Tennessee 37214

(Address of Principal Executive Offices)

(Zip Code)

(615) 316-6000

(Registrant’s Telephone Number, Including Area Code)

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


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

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

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

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

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

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

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

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


Class		Outstanding as of ~~October~~July 31, ~~2022~~2023
Common Stock, par value $.01		~~55,163,324~~59,706,488 shares

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC.

FORM 10-Q

For the Quarter Ended ~~September~~June 30, ~~2022~~2023

INDEX

		Page

Part I - Financial Information		3

Item 1. Financial Statements.		3

Condensed Consolidated Balance Sheets (Unaudited) ~~–September~~– June 30, ~~2022~~2023 and December 31, ~~2021~~2022		3

Condensed Consolidated Statements of Operations and Comprehensive Income ~~(Loss)~~ (Unaudited) - For the Three ~~Months~~ and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022		4

Condensed Consolidated Statements of Cash Flows (Unaudited) - For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022		5

Condensed Consolidated Statements of Equity (Deficit) and Noncontrolling Interest (Unaudited) - For the Three ~~Months~~ and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022		6

Notes to Condensed Consolidated Financial Statements (Unaudited)		87

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		2422

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		4948

Item 4. Controls and Procedures.		4948

Part II - Other Information		5048

Item 1. Legal Proceedings.		5048

Item 1A. Risk Factors.		5048

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		5149

Item 3. Defaults Upon Senior Securities.		5149

Item 4. Mine Safety Disclosures.		5149

Item 5. Other Information.		5149

Item 6. Exhibits.		5250

SIGNATURES		5352

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. – FINANCIAL STATEMENTS.

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
ASSETS:
Property and equipment, net	$	3,178,104	$	3,031,844	$	3,931,077	$	3,171,708
Cash and cash equivalents - unrestricted		224,696		140,688		508,344		334,194
Cash and cash equivalents - restricted		96,007		22,312		105,565		110,136
Notes receivable, net		66,261		71,228		65,532		67,628
Trade receivables, net		131,496		74,745		105,209		116,836
Prepaid expenses and other assets		143,517		112,904		146,359		134,170
Intangible assets, net		107,199		126,804		128,569		105,951
Total assets	$	3,947,280	$	3,580,525	$	4,990,655	$	4,040,623

LIABILITIES AND EQUITY (DEFICIT):
LIABILITIES AND EQUITY:
Debt and finance lease obligations	$	2,863,081	$	2,936,819	$	3,380,063	$	2,862,592
Accounts payable and accrued liabilities		364,229		304,719		347,087		385,159
Dividends payable		5,685		386		60,972		14,121
Deferred management rights proceeds		168,274		170,614		165,935		167,495
Operating lease liabilities		115,258		113,770		127,687		125,759
Deferred income tax liabilities, net		9,216		4,671		16,346		12,915
Other liabilities		65,802		71,939		66,200		64,824
Total liabilities		3,591,545		3,602,918		4,164,290		3,632,865
Commitments and contingencies
Noncontrolling interest in consolidated joint venture		303,849		—		327,649		311,857
Equity (deficit):
Equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding		—		—		—		—
Common stock, $.01 par value, 400,000 shares authorized, 55,163 and 55,072 shares issued and outstanding, respectively		552		551
Common stock, $.01 par value, 400,000 shares authorized, 59,692 and 55,167 shares issued and outstanding, respectively						597		552
Additional paid-in capital		1,104,189		1,112,867		1,488,329		1,102,733
Treasury stock of 648 and 648 shares, at cost		(18,467)		(18,467)		(18,467)		(18,467)
Distributions in excess of retained earnings		(1,022,770)		(1,088,105)		(952,941)		(978,619)
Accumulated other comprehensive loss		(11,926)		(29,080)		(19,639)		(10,923)
Total stockholders' equity (deficit)		51,578		(22,234)
Total stockholders' equity						497,879		95,276
Noncontrolling interest in Operating Partnership		308		(159)		837		625
Total equity (deficit)		51,886		(22,393)
Total liabilities and equity (deficit)	$	3,947,280	$	3,580,525
Total equity						498,716		95,901
Total liabilities and equity					$	4,990,655	$	4,040,623

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 ~~(LOSS)~~

(Unaudited)

(In thousands, except per share data)


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Revenues:
Rooms	$	154,940	$	113,192	$	418,039	$	203,391	$	168,492	$	161,506	$	329,743	$	263,099
Food and beverage		186,188		105,803		486,387		169,597		197,908		188,083		413,712		300,199
Other hotel revenue		49,474		38,858		149,089		90,355		51,285		52,213		98,669		99,615
Entertainment		77,153		49,053		183,579		98,599		87,158		68,402		154,438		106,426
Total revenues		467,755		306,906		1,237,094		561,942		504,843		470,204		996,562		769,339

Operating expenses:
Rooms		41,366		30,802		112,740		55,318		40,272		41,238		82,331		71,374
Food and beverage		103,221		65,205		272,039		118,282		107,026		97,489		222,207		168,818
Other hotel expenses		103,321		80,203		289,248		196,125		104,590		99,284		207,649		185,927
Management fees, net		11,276		4,907		27,542		7,809		15,418		11,202		30,613		16,266
Total hotel operating expenses		259,184		181,117		701,569		377,534		267,306		249,213		542,800		442,385
Entertainment		54,148		33,467		131,549		77,797		57,088		45,670		108,522		77,401
Corporate		9,449		10,416		31,423		26,922		9,885		12,417		20,479		21,974
Preopening costs		—		118		525		734		67		221		257		525
(Gain) loss on sale of assets		—		—		469		(317)
Loss on sale of assets										—		—		—		469
Depreciation and amortization		47,969		56,093		160,712		164,081		48,257		56,715		96,614		112,743
Total operating expenses		370,750		281,211		1,026,247		646,751		382,603		364,236		768,672		655,497

Operating income (loss)		97,005		25,695		210,847		(84,809)
Operating income										122,240		105,968		227,890		113,842
Interest expense		(40,092)		(32,413)		(105,987)		(93,056)		(49,179)		(33,958)		(91,707)		(65,895)
Interest income		1,378		1,433		4,138		4,254		5,318		1,379		7,865		2,760
Loss on extinguishment of debt		—		—		(1,547)		(2,949)		(2,252)		(1,547)		(2,252)		(1,547)
Loss from unconsolidated joint ventures		(2,720)		(2,312)		(8,348)		(5,831)		(2,153)		(3,001)		(4,959)		(5,628)
Other gains and (losses), net		2,058		53		2,222		254		(287)		(283)		(523)		164
Income (loss) before income taxes		57,629		(7,544)		101,325		(182,137)
Income before income taxes										73,687		68,558		136,314		43,696
Provision for income taxes		(10,178)		(1,063)		(27,747)		(6,640)		(3,544)		(17,634)		(5,177)		(17,569)
Net income (loss)		47,451		(8,607)		73,578		(188,777)
Net income										70,143		50,924		131,137		26,127

Net (income) loss attributable to noncontrolling interest in consolidated joint venture		(1,887)		—		(2,167)		16,501
Net (income) loss attributable to noncontrolling interest in Operating Partnership		(323)		61		(507)		1,290
Net income (loss) available to common stockholders	$	45,241	$	(8,546)	$	70,904	$	(170,986)
Net income attributable to noncontrolling interest in consolidated joint venture										(3,134)		(280)		(2,371)		(280)
Net income attributable to noncontrolling interest in Operating Partnership										(466)		(360)		(903)		(184)
Net income available to common stockholders									$	66,543	$	50,284	$	127,863	$	25,663

Basic income (loss) per share available to common stockholders	$	0.82	$	(0.16)	$	1.29	$	(3.11)
Diluted income (loss) per share available to common stockholders	$	0.79	$	(0.16)	$	1.28	$	(3.11)
Basic income per share available to common stockholders									$	1.18	$	0.91	$	2.29	$	0.47
Diluted income per share available to common stockholders									$	1.15	$	0.91	$	2.17	$	0.46

Comprehensive income (loss), net of taxes	$	55,917	$	(4,534)	$	90,732	$	(167,400)
Comprehensive (income) loss, net of taxes, attributable to noncontrolling interest in consolidated joint venture		(1,887)		—		(2,167)		15,419
Comprehensive (income) loss, net of taxes, attributable to noncontrolling interest in Operating Partnership		(383)		32		(629)		1,136
Comprehensive income (loss), net of taxes, available to common stockholders	$	53,647	$	(4,502)	$	87,936	$	(150,845)
Comprehensive income, net of taxes									$	67,719	$	49,626	$	122,421	$	34,815
Comprehensive income, net of taxes, attributable to noncontrolling interest in consolidated joint venture										(3,712)		(280)		(2,727)		(280)
Comprehensive income, net of taxes, attributable to noncontrolling interest in Operating Partnership										(454)		(351)		(846)		(246)
Comprehensive income, net of taxes, available to common stockholders									$	63,553	$	48,995	$	118,848	$	34,289

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

(Unaudited)

(In thousands)

Nine Months Ended

September 30,


2022

2021

Cash Flows from Operating Activities:





Net income (loss)

$
73,578

$
(188,777)

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

Provision for deferred income taxes

4,545

5,991

Depreciation and amortization

160,712

164,081

Amortization of deferred financing costs

7,178

6,579

Loss from unconsolidated joint ventures

8,348

5,831

Stock-based compensation expense

11,134

8,944

Changes in:

Trade receivables

(55,346)

(52,930)

Accounts payable and accrued liabilities

44,094

73,370

Other assets and liabilities

(8,273)

(419)

Net cash flows provided by operating activities

245,970

22,670

Cash Flows from Investing Activities:





Purchases of property and equipment

(48,219)

(66,162)

Purchase of land adjacent to Gaylord Rockies

—

(22,000)

Collection of notes receivable

3,718

844

Purchase of Block 21, net of cash acquired

(93,992)

—

Purchase of additional interest in Gaylord Rockies joint venture

—

(188,000)

Investment in other joint ventures

(10,207)

(7,168)

Other investing activities, net

838

5,482

Net cash flows used in investing activities

(147,862)

(277,004)

Cash Flows from Financing Activities:





Net borrowings (repayments) under revolving credit facility

(190,000)

74,000

Repayments under term loan A

(300,000)

—

Repayments under term loan B

(3,750)

(3,750)

Borrowings under OEG term loan B

288,000

—

Repayments under Block 21 CMBS loan

(847)

—

Issuance of senior notes

—

600,000

Redemption of senior notes

—

(400,000)

Deferred financing costs paid

(15,212)

(10,628)

Redemption of noncontrolling interest in Operating Partnership

—

(2,438)

Sale of noncontrolling interest in OEG

286,218

—

Payment of dividends

(296)

(502)

Payment of tax withholdings for share-based compensation

(4,361)

(3,428)

Other financing activities, net

(157)

(171)

Net cash flows provided by financing activities

59,595

253,083

Net change in cash, cash equivalents, and restricted cash

157,703

(1,251)

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

163,000

79,754

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

$
320,703

$
78,503

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

Cash and cash equivalents - unrestricted

$
224,696

$
53,155

Cash and cash equivalents - restricted

96,007

25,348

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

$
320,703

$
78,503


	Six Months Ended
	June 30,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	131,137	$	26,127
Amounts to reconcile net income to net cash flows provided by operating activities:
Provision for deferred income taxes		3,431		295
Depreciation and amortization		96,614		112,743
Amortization of deferred financing costs		5,307		4,538
Loss from unconsolidated joint ventures		4,959		5,628
Stock-based compensation expense		7,540		7,440
Changes in:
Trade receivables		26,369		(49,250)
Accounts payable and accrued liabilities		(66,046)		23,934
Other assets and liabilities		6,191		(3,842)
Net cash flows provided by operating activities		215,502		127,613

Cash Flows from Investing Activities:
Purchases of property and equipment		(78,173)		(24,715)
Collection of notes receivable		2,143		2,381
Purchase of Hill Country, net of cash acquired		(791,466)		—
Purchase of Block 21, net of cash acquired		—		(93,992)
Investment in Circle		(8,000)		(6,000)
Other investing activities, net		(10,004)		730
Net cash flows used in investing activities		(885,500)		(121,596)

Cash Flows from Financing Activities:
Net borrowings under revolving credit facility		—		(190,000)
Borrowings under term loan B		500,000		—
Repayments under term loan A		—		(300,000)
Repayments under term loan B		(376,250)		(2,500)
Borrowings under OEG revolving credit facility		7,000		—
Borrowings under OEG term loan		—		288,000
Repayments under OEG term loan		(1,500)		—
Repayments under Block 21 CMBS loan		(1,373)		(205)
Issuance of senior notes		400,000		—
Deferred financing costs paid		(23,679)		(14,750)
Issuance of common stock, net		395,444		—
Sale of noncontrolling interest in OEG		—		286,489
Payment of dividends		(55,746)		(284)
Payment of tax withholdings for share-based compensation		(4,180)		(3,885)
Other financing activities, net		(139)		(113)
Net cash flows provided by financing activities		839,577		62,752

Net change in cash, cash equivalents, and restricted cash		169,579		68,769
Cash, cash equivalents, and restricted cash, beginning of period		444,330		163,000
Cash, cash equivalents, and restricted cash, end of period	$	613,909	$	231,769

Reconciliation of cash, cash equivalents, and restricted cash to balance sheet:
Cash and cash equivalents - unrestricted	$	508,344	$	179,230
Cash and cash equivalents - restricted		105,565		52,539
Cash, cash equivalents, and restricted cash, end of period	$	613,909	$	231,769

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 EQUITY (DEFICIT)
AND NONCONTROLLING INTEREST

(Unaudited)

(In thousands)


							Distributions		Accumulated				Noncontrolling				Noncontrolling								Distributions		Accumulated				Noncontrolling				Noncontrolling
			Additional				in Excess of		Other		Total		Interest in		Total		Interest in				Additional				in Excess of		Other		Total		Interest in		Total		Interest in
	Common		Paid-in		Treasury		Retained		Comprehensive		Stockholders'		Operating		Equity		Consolidated		Common		Paid-in		Treasury		Retained		Comprehensive		Stockholders'		Operating		Equity		Consolidated
	Stock		Capital		Stock		Earnings		Loss		Equity (Deficit)		Partnership		(Deficit)		Joint Venture		Stock		Capital		Stock		Earnings		Loss		Equity		Partnership		(Deficit)		Joint Venture
BALANCE, December 31, 2021	$	551	$	1,112,867	$	(18,467)	$	(1,088,105)	$	(29,080)	$	(22,234)	$	(159)	$	(22,393)	$	—
Net loss		—		—		—		(24,621)		—		(24,621)		(176)		(24,797)		—
Other comprehensive income, net of income taxes		—		—		—		—		9,986		9,986		—		9,986		—
BALANCE, December 31, 2022																			$	552	$	1,102,733	$	(18,467)	$	(978,619)	$	(10,923)	$	95,276	$	625	$	95,901	$	311,857
Net income (loss)																				—		—		—		61,320		—		61,320		437		61,757		(763)
Adjustment of noncontrolling interest to redemption value																				—		(8,659)		—		—		—		(8,659)		—		(8,659)		8,659
Other comprehensive loss, net of income taxes																				—		—		—		—		(6,292)		(6,292)		—		(6,292)		—
Payment of dividends ($0.75 per share)																				—		106		—		(41,900)		—		(41,794)		(296)		(42,090)		—
Restricted stock units and stock options surrendered		—		(3,761)		—		—		—		(3,761)		—		(3,761)		—		1		(4,080)		—		—		—		(4,079)		—		(4,079)		—
Equity-based compensation expense		—		3,786		—		—		—		3,786		—		3,786		—		—		3,739		—		—		—		3,739		—		3,739		—
BALANCE, March 31, 2022	$	551	$	1,112,892	$	(18,467)	$	(1,112,726)	$	(19,094)	$	(36,844)	$	(335)	$	(37,179)	$	—
BALANCE, March 31, 2023																			$	553	$	1,093,839	$	(18,467)	$	(959,199)	$	(17,215)	$	99,511	$	766	$	100,277	$	319,753
Net income		—		—		—		50,284		—		50,284		360		50,644		280		—		—		—		66,543		—		66,543		466		67,009		3,134
Adjustment of noncontrolling interest to redemption value																				—		(4,762)		—		—		—		(4,762)		—		(4,762)		4,762
Other comprehensive loss, net of income taxes		—		—		—		—		(1,298)		(1,298)		—		(1,298)		—		—		—		—		—		(2,424)		(2,424)		—		(2,424)
Sale of noncontrolling interest in OEG		—		(9,467)		—		—		—		(9,467)		—		(9,467)		295,956
Issuance of common stock, net																				44		395,400		—		—		—		395,444		—		395,444		—
Payment of dividends ($1.00 per share)																				—		154		—		(60,285)		—		(60,131)		(395)		(60,526)		—
Restricted stock units and stock options surrendered		1		(124)		—		—		—		(123)		—		(123)		—		—		(103)		—		—		—		(103)		—		(103)		—
Equity-based compensation expense		—		3,654		—		—		—		3,654		—		3,654		—		—		3,801		—		—		—		3,801		—		3,801		—
BALANCE, June 30, 2022	$	552	$	1,106,955	$	(18,467)	$	(1,062,442)	$	(20,392)	$	6,206	$	25	$	6,231	$	296,236
Net income		—		—		—		45,241		—		45,241		323		45,564		1,887
Adjustment of noncontrolling interest to redemption value		—		(5,726)		—		—		—		(5,726)		—		(5,726)		5,726
Other comprehensive income, net of income taxes		—		—		—		—		8,466		8,466		—		8,466		—
Sale of noncontrolling interest in OEG		—		(270)		—		—		—		(270)		—		(270)		—
Payment of dividends ($0.10 per share)		—		13		—		(5,569)		—		(5,556)		(40)		(5,596)		—
Restricted stock units and stock options surrendered		—		(477)		—				—		(477)		—		(477)		—
Equity-based compensation expense		—		3,694		—		—		—		3,694		—		3,694		—
BALANCE, September 30, 2022	$	552	$	1,104,189	$	(18,467)	$	(1,022,770)	$	(11,926)	$	51,578	$	308	$	51,886	$	303,849
BALANCE, June 30, 2023																			$	597	$	1,488,329	$	(18,467)	$	(952,941)	$	(19,639)	$	497,879	$	837	$	498,716	$	327,649

~~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 EQUITY (DEFICIT)
AND NONCONTROLLING INTEREST

~~(Unaudited)~~

~~(In thousands)~~


							Distributions		Accumulated					Noncontrolling				Noncontrolling								Distributions		Accumulated				Noncontrolling				Noncontrolling
			Additional				in Excess of		Other			Total		Interest in		Total		Interest in				Additional				in Excess of		Other		Total		Interest in		Total		Interest in
	Common		Paid-in		Treasury		Retained		Comprehensive			Stockholders'		Operating		Equity		Consolidated		Common		Paid-in		Treasury		Retained		Comprehensive		Stockholders'		Operating		Equity		Consolidated
	Stock		Capital		Stock		Earnings		Loss			Equity (Deficit)		Partnership		(Deficit)		Joint Venture		Stock		Capital		Stock		Earnings		Loss		Equity (Deficit)		Partnership		(Deficit)		Joint Venture
BALANCE, December 31, 2020	$	550	$	1,192,261	$	(18,467)	$	(911,092)	$	(57,951)		$	205,301	$	14,516	$	219,817	$	100,969
Net loss		—		—		—		(104,521)		—			(104,521)		(807)		(105,328)		(11,793)
Other comprehensive income, net of income taxes		—		—		—		—		6,100			6,100		—		6,100		—
Redemption of noncontrolling interest in Operating Partnership		—		—		—		(1,352)		—			(1,352)		(1,086)		(2,438)		—
Contribution to consolidated joint venture		—		—		—		—		—			—		—		—		4,425
Restricted stock units and stock options surrendered		—		(3,357)		—		12		—			(3,345)		—		(3,345)		—
Equity-based compensation expense		—		2,522		—		—		—			2,522		—		2,522		—
BALANCE, March 31, 2021	$	550	$	1,191,426	$	(18,467)	$	(1,016,953)	$	(51,851)		$	104,705	$	12,623	$	117,328	$	93,601
Net loss		—		—		—		(57,919)		—			(57,919)		(422)		(58,341)		(4,708)
Other comprehensive income, net of income taxes		—		—		—		—		11,204			11,204		—		11,204		—
Purchase of remaining interest in consolidated joint venture		—		(99,107)		—		—		—			(99,107)		—		(99,107)		(88,893)
Restricted stock units and stock options surrendered		1		(50)		—		—		—			(49)		—		(49)		—
Equity-based compensation expense		—		3,146		—		—		—			3,146		—		3,146		—
BALANCE, June 30, 2021	$	551	$	1,095,415	$	(18,467)	$	(1,074,872)	$	(40,647)		$	(38,020)	$	12,201	$	(25,819)	$	—
BALANCE, December 31, 2021																				$	551	$	1,112,867	$	(18,467)	$	(1,088,105)	$	(29,080)	$	(22,234)	$	(159)	$	(22,393)	$	—
Net loss		—		—		—		(8,546)		—	��		(8,546)		(61)		(8,607)		—		—		—		—		(24,621)		—		(24,621)		(176)		(24,797)		—
Other comprehensive income, net of income taxes		—		—		—		—		4,073			4,073		—		4,073		—		—		—		—		—		9,986		9,986		—		9,986		—
Restricted stock units and stock options surrendered		—		(22)		—		7		—			(15)		—		(15)		—		—		(3,761)		—		—		—		(3,761)		—		(3,761)		—
Equity-based compensation expense		—		3,276		—		—		—			3,276		—		3,276		—		—		3,786		—		—		—		3,786		—		3,786		—
BALANCE, September 30, 2021	$	551	$	1,098,669	$	(18,467)	$	(1,083,411)	$	(36,574)		$	(39,232)	$	12,140	$	(27,092)	$	—
BALANCE, March 31, 2022																				$	551	$	1,112,892	$	(18,467)	$	(1,112,726)	$	(19,094)	$	(36,844)	$	(335)	$	(37,179)	$	—
Net income																					—		—		—		50,284		—		50,284		360		50,644		280
Other comprehensive loss, net of income taxes																					—		—		—		—		(1,298)		(1,298)		—		(1,298)		—
Sale of noncontrolling interest in OEG																					—		(9,467)		—		—		—		(9,467)		—		(9,467)		295,956
Restricted stock units and stock options surrendered																					1		(124)		—		—		—		(123)		—		(123)		—
Equity-based compensation expense																					—		3,654		—		—		—		3,654		—		3,654		—
BALANCE, June 30, 2022																				$	552	$	1,106,955	$	(18,467)	$	(1,062,442)	$	(20,392)	$	6,206	$	25	$	6,231	$	296,236

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 five resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”)~~, which prior to May 2021 was owned by a joint venture (the “Gaylord Rockies joint venture”) in which the Company owned a 65% interest.~~. The Company’s other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, ~~and~~ the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord ~~National.~~

~~In April 2021,~~National, and effective June 30, 2023, the ~~Company entered into an agreement with RIDA Development Corporation to acquire the remaining 35% ownership interest in the Gaylord Rockies joint venture not previously owned by the Company~~JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”). See Note 2, “JW Marriott Hill Country Transaction” for $188.0 million and approximately 130 acres of undeveloped, adjacent land for $22.0 million in cash (the “JV Purchase”). The JV Purchase closed in May 2021 and was funded through cash on hand and borrowings under the Company’s $700 million revolving credit facility. As discussed below, the Company consolidated the Gaylord Rockies joint venture both before and after the purchase in the accompanying condensed consolidated financial statements.

As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for periods prior to its ownership of 100% ownership of the asset in May 2021, management concluded that the Company was the primary beneficiary of the Gaylord Rockies joint venture, which was a variable interest entity (“VIE”). As such, the Company 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 did not previously own was recorded as noncontrolling interest in consolidated joint venture in the accompanying condensed consolidated balance sheet, and any previous adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statements of equity. As the Gaylord Rockies joint venture is wholly-owned by the Company as of May 2021, it is no longer considered a VIE.disclosure.

The Company also owns a controlling 70% equity interest in a business ~~holding~~comprised of a number of ~~media~~entertainment and ~~entertainment~~media assets, known as the Opry Entertainment Group, ~~reported~~which the Company reports as ~~the Company’s~~its Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; two Nashville-based assets ~~managed by Marriott~~ – the Wildhorse Saloon and the General Jackson Showboat; and as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”). ~~The Company~~See Note 3, “Block 21 Transaction,” for further disclosure regarding Block 21. Opry Entertainment Group also owns a 50% interest in a joint venture that creates and distributes a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”)~~, which launched its broadcast network~~.

As further disclosed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on ~~January 1, 2020. Beginning~~Form 10-K for the year ended December 31, 2022, on June 16, 2022, the Company and certain of its subsidiaries, including OEG Attractions Holdings, LLC (“OEG”), which directly or indirectly owns ~~70%~~the assets that comprise the Company’s Entertainment segment, consummated the transactions contemplated by an investment agreement with Atairos Group, Inc. (“Atairos”) and A-OEG Holdings, LLC, an affiliate of ~~Opry Entertainment Group. See Note 2,~~Atairos (the “OEG ~~Transaction,” Note 3, “Block 21 Transaction,”~~Investor”), pursuant to which OEG issued and ~~Note 15, “Commitments and Contingencies,”~~sold to the OEG Investor, and the OEG Investor acquired, 30% of the equity interests of OEG for approximately $296.0 million (the “OEG Transaction”). The Company retains a controlling 70% equity interest in OEG and continues to consolidate the assets, liabilities and results of operations of OEG in the accompanying condensed consolidated financial ~~statements included herein~~statements. The portion of OEG that the Company does not own is recorded as noncontrolling interest in consolidated joint venture, which is classified as mezzanine equity in the accompanying condensed consolidated balance sheet, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statement of equity (deficit) and noncontrolling interest. See Note 5, “Income Per Share,” for further disclosure.

The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction

~~Table of Contents~~

with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. 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.

Table of Contents

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

~~Ongoing Recovery from the COVID-19 Pandemic; Current Economic Environment~~

The novel coronavirus disease (COVID-19) pandemic has been and continues to be a complex and evolving situation, causing unprecedented levels of disruption to the Company’s business. The Company’s assets are currently open and operating without capacity restrictions and business levels continue to recover, though there remains significant uncertainty surrounding the full extent of the impact of the COVID-19 pandemic on the Company’s future results of operations and financial position, as increased labor costs and broad inflationary pressures continue to impact the economy.

All of the Company’s assets are open and have been operating throughout 2022. The majority of the Company’s businesses were open and operating throughout 2021. However, Gaylord National remained closed during the first half of 2021 and reopened July 1, 2021. The Grand Ole Opry and Ryman Auditorium reopened for limited-capacity publicly attended performances in September 2020, and reopened for full-capacity publicly attended performances in May 2021. In addition, due to the December 2020 downtown Nashville bombing, the Wildhorse Saloon was closed from such event until April 2021.

Throughout 2020 and 2021 and continuing to date, the Company has paid all required debt service payments on its indebtedness, lease payments, taxes and other payables. Beginning in July 2020 and continuing to date, Gaylord Rockies was in a cash sweep position pursuant to and as defined in the Gaylord Rockies $800 million term loan agreement.

At September 30, 2022, the Company had $689.6 million available for borrowing under its revolving credit facility, $65.0 million available for borrowing under the OEG revolving credit facility, and $224.7 million in unrestricted cash on hand. The Company’s cash dividend was reinstated in September 2022. The Company’s interim dividend policy provides that the Company will make minimum dividends of 100% of REIT taxable income annually, subject to the Company’s board of directors’ future determinations as to the amount of any distributions and the timing thereof.

Newly Issued Accounting Standards

In March 2020, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, “Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”),” 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 2020,~~In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform – Deferral of the Sunset Date of Topic 848” (“ASU 2022-06”), which extends the transition period for the shift from LIBOR to December 2024. The Company has now converted all of its LIBOR-indexed debt and derivatives to SOFR-based indexes. For all derivatives in hedge accounting relationships, the Company ~~elected to apply~~utilized the elective relief in ASU 2020-04 and ASU 2022-06 that allows for the continuation of hedge accounting ~~expedients related to probability~~through the transition process.

2. JW MARRIOTT HILL COUNTRY TRANSACTION:

On June 30, 2023, the Company purchased JW Marriott Hill Country for approximately $800 million. Located amid approximately 600 acres in the Texas Hill Country region outside of San Antonio, JW Marriott Hill Country, which opened in 2010, is a premier group-oriented resort with 1,002 rooms and 268,000 total square feet of indoor and outdoor meeting and event space. The resort’s amenities include a 26,000 square foot spa; eight food and beverage outlets; a 9-acre water experience; and TPC San Antonio, which features two 18-hole golf courses. The Company funded the ~~assessments~~purchase price with approximately $395 million in net proceeds of ~~effectiveness for future LIBOR-indexed~~an underwritten registered public offering of approximately 4.4 million shares of the Company’s common stock (see Note 16, “Equity”), approximately $393 million in net proceeds of a private placement of $400 million aggregate principal amount of 7.25% senior notes due 2028 (see Note 9, “Debt”) and cash ~~flows to assume that~~on hand. JW Marriott Hill Country assets are reflected in the ~~index upon which future hedged transactions will be~~Company’s Hospitality segment beginning June 30, 2023.

The Company performed a valuation of the fair value of the acquired assets and liabilities as of June 30, 2023. The valuations of the various components of property and equipment were determined principally based ~~matches the index~~ on the ~~corresponding derivatives. Application~~cost approach, which uses assumptions regarding replacement values from established indices. The valuation of ~~these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues~~intangible assets was based on various methods to evaluate the ~~impact~~values of ~~this guidance~~advanced bookings previously received for the hotel and ~~may apply other elections~~the values of golf memberships and water rights for the golf course. The Company considers each of these estimates as ~~applicable~~Level 3 fair value measurements.

The Company determined that the acquisition represents an asset acquisition and has capitalized transaction costs and allocated the purchase price to the relative fair values of assets, intangibles acquired and liabilities assumed, adjusted for working capital adjustments as ~~additional market changes occur.~~

~~2. OEG TRANSACTION:~~set forth in the purchase agreement and transaction costs, in the Company’s balance sheet at June 30, 2023 as follows (amounts in thousands):

On June 16, 2022, the Company and certain of its subsidiaries, including OEG Attractions Holdings, LLC (“OEG”), which directly or indirectly owns the assets that comprise the Company’s Entertainment segment, consummated the transactions contemplated by an investment agreement (the “Investment Agreement”) with Atairos Group, Inc. (“Atairos”) and A-OEG Holdings, LLC, an affiliate of Atairos (the “OEG Investor”), pursuant to which OEG issued and


Property and equipment	$	772,821
Cash and cash equivalents - unrestricted		12,690
Cash and cash equivalents - restricted		5,477
Trade receivables		14,743
Prepaid expenses and other assets		3,953
Intangible assets		25,097
Total assets acquired		834,781
Accounts payable and accrued liabilities		(25,148)
Total liabilities assumed		(25,148)
Net assets acquired	$	809,633

Table of Contents

sold to the OEG Investor, and the OEG Investor acquired, 30% of the equity interests of OEG for approximately $296.0 million (the “OEG Transaction”). The purchase price payable to the Company for the OEG Transaction may be increased by $30.0 million if OEG achieves certain financial objectives in 2023 or 2024.

The Company retains a controlling 70% equity interest in OEG and continues to consolidate the assets, liabilities and results of operations of OEG in the accompanying condensed consolidated financial statements. The portion of OEG that the Company does not own is recorded as noncontrolling interest in consolidated joint venture, which is classified as mezzanine equity in the accompanying condensed consolidated balance sheet, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying condensed consolidated statements of equity. After the payment of transaction expenses, the Company used substantially all of the net proceeds from the OEG Transaction, together with the net proceeds the Company received from the OEG Term Loan (as defined below), to repay the outstanding balance of the Company’s existing $300 million term loan A and to pay down substantially all borrowings outstanding under the Company’s revolving credit facility.

Pursuant to the Second Amended and Restated Limited Liability Company Agreement for OEG entered into at the closing of the OEG Transaction (the “OEG LLC Agreement”), OEG will be governed by a Board of Managers (the “Board”), subject to member consent to certain actions. The Board will initially consist of six members, four designated by the Company and two designated by the OEG Investor. Board membership may be modified from time to time to reflect the proportional ownership of outstanding units by each party. Subject to certain ownership thresholds, the approval of both parties will be required with respect to certain “major decisions” affecting OEG, including, but not limited to, approval of OEG’s annual operating budget in the event of changes exceeding certain thresholds, the incurrence of certain debt, the issuance of new equity securities, and mergers, acquisitions or dispositions in excess of a certain dollar threshold.

The OEG Investor will have the option to acquire additional common units of OEG from the Company (the “Purchase Option”) in each of the fourth quarters of 2023, 2024 and 2025 in an amount equal to the lesser of $125 million or the maximum amount of proceeds that the Company may receive with respect to its compliance with applicable REIT tests, provided that the OEG Investor may not purchase an amount of common units that would result in the Company owning less than 51% of the outstanding common units after giving effect to the purchase. If the OEG Investor elects to exercise the Purchase Option, then (i) beginning on June 16, 2027 (the fifth anniversary of the OEG Investor’s original investment in OEG (the “Fifth Anniversary”), the OEG Investor will have the right to demand that OEG undertake a Qualified IPO and (ii) the OEG Investor’s rights with respect to the IPO Request Put Right, the Seven-Year Put Right, an IPO Payment and a Sale Payment, each as defined in the OEG LLC Agreement and described below, will expire. The Purchase Option will terminate upon the occurrence of a Qualified IPO, a Sale of OEG or a Qualified Spinoff, each as defined in the OEG LLC Agreement.

~~IPO Request Put Right~~. If OEG has not completed a Qualified IPO prior to June 16, 2026 (the fourth anniversary of the OEG Investor’s original investment in OEG (the “Fourth Anniversary”)), the OEG Investor may request that OEG undertake a Qualified IPO. If the Company, through its subsidiary RHP Hotels, LLC (the “Ryman Member”), declines to undertake such Qualified IPO, the OEG Investor may cause the Ryman Member to acquire all of the OEG Investor’s interest in OEG at a price equal to 1.5 times the OEG Investor’s equity investment (the “IPO Request Put Price”).

~~Seven-Year~~ ~~Put Right~~. If OEG has not completed a Qualified IPO, Sale of OEG or a Qualified Spinoff prior to June 16, 2029 (the seventh anniversary of the OEG Investor’s original investment in OEG (the “Seventh Anniversary”)), the OEG Investor may cause the Ryman Member to acquire all of the OEG Investor’s interest in OEG at a price equal to the fair value of the OEG Investor’s equity interest (the “Seven-Year Put Price”).

The IPO Request Put Price and the Seven-Year Put Price may each be settled in either cash or Company stock, at the Company’s option, and the IPO Request Put Right and the Seven-Year Put Right will each terminate at the first closing of the Purchase Option.

~~IPO Payment~~. Upon a Qualified IPO that occurs on or before the Seventh Anniversary, the OEG Investor will be entitled to an IPO Payment if the Post IPO Investor Stake Value (as defined in OEG LLC Agreement) measured on the 120^th ~~trading day post-IPO does not equal or exceed the Minimum Investor Stake Value (as defined in the OEG LLC~~

~~Table of Contents~~

Agreement). If the IPO occurs after the Fourth Anniversary, the IPO Payment will be capped at 50% of the OEG Investor’s investment in OEG (the “Payment Cap”). Any IPO Payment may be satisfied in either cash, OEG equity owned by the Ryman Member, or Company stock.

~~Sale Payment~~. Upon a sale of OEG (but excluding a Qualified Spinoff) that occurs on or before the Seventh Anniversary, the OEG Investor will be entitled to a Sale Payment if the value of the OEG Investor’s retained invested equity (implied by the sale) does not equal or exceed the Minimum Investor Sale Value (as defined in the OEG LLC Agreement). If a sale of OEG occurs after the Fifth Anniversary, any Sale Payment will be capped at the Payment Cap. Any Sale Payment may be satisfied in either cash, a preferential cash distribution, additional consideration in the Sale of OEG or Company stock.

~~The above descriptions related to the OEC LLC Agreement do not purport to be complete and are qualified in their entirety by reference to the OEG LLC Agreement filed as~~ ~~Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2022~~ ~~and incorporated herein by reference.~~

Also on June 16, 2022, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a credit agreement (the “OEG Credit Agreement”) among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate principal amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million (the “OEG Revolver”). The OEG Term Loan matures on June 16, 2029 and the OEG Revolver matures on June 16, 2027. The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 4.00% or (b) Adjusted Term SOFR plus 5.00% (all as specifically more described in the OEG Credit Agreement). The OEG Revolver bears interest at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 3.75% or (b) Adjusted Term SOFR plus 4.75%, which shall be subject to reduction in the applicable margin based upon OEG’s First Lien Leverage Ratio (all as specifically more described in the OEG Credit Agreement). The OEG Term Loan and OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its subsidiaries (other than Block 21 and Circle, as more specifically described in the OEG Credit Agreement). No revolving credit advances were made under the OEG Revolver at closing.

3. BLOCK 21 TRANSACTION:

OnAs further disclosed in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, on May 31, 2022, the Company purchased Block 21 for a stated purchase price of $260 million, as subsequently adjusted to $255 million pursuant to the terms of the purchase agreement, which includes the assumption of approximately $136 million of existing mortgage debt. Block 21 is the home of the Austin City Limits Live at The Moody Theater (“ACL Live”), a 2,750-seat entertainment venue that serves as the filming location for the Austin City Limits television series. The Block 21 complex also includes the 251-room W Austin Hotel, which Marriott manages, the 3TEN at ACL Live club and approximately 53,000 square feet of other Class A commercial space. The Company funded the cash portion of the purchase price with cash on hand and borrowings under its revolving credit facility. The acquisition was accounted for as a business combination, given the different nature of the principal operations acquired (a hotel and an entertainment venue). Block 21 assets are reflected in the Company’s Entertainment segment as of May 31, 2022.

~~The~~During the first quarter of 2023, the Company ~~performed a preliminary~~concluded its valuation of the fair value of the acquired assets and liabilities as of May 31, ~~2022. The valuations of the various components of property~~2022, and ~~equipment~~no significant changes were determined principally based on the cost approach, which uses assumptions regarding replacement values from established indices. The valuation of intangible assets was based on various methods to evaluate the values of leases in place and advanced bookings previously received for the hotel. The valuation of assumed debt was principally based on a discounted cash flow approach using market interest rates at the time of the transaction. The Company considers each of these estimates as Level 3 fair value measurements. Other acquired assets were valued at carrying value. Based on the aggregation of fair values as compared to consideration transferred, the Company concluded that there was no goodwill or bargain purchase gain relatedmade to the business combination. The Company performed an income approach evaluation of the acquired set which corroborated the conclusion that there was no goodwill related to the acquisition. Such evaluation included

~~Table of Contents~~

assumptions of future projected cash flows, which was based on the future projected occupancy and average daily rate for the W Hotel Austin, future anticipated cash flows at ACL Live, and market discount rates.

Utilizing the valuation, the Company performed a purchase price allocation for the acquired assets and liabilities of Block 21. As a result, the Company preliminarily allocated the purchase price, adjusted for working capital adjustments as defined in the purchase agreement,provisional amounts disclosed in the Company’s ~~balance sheet at May 31, 2022 as follows (amounts in thousands):~~

Property and equipment

$
237,159
Cash and cash equivalents - unrestricted

8,493
Cash and cash equivalents - restricted

12,450
Trade receivables

1,405
Prepaid expenses and other assets

1,085
Intangible assets

1,723
Total assets acquired

262,315

Debt (Note 9)

(132,531)
Accounts payable and accrued liabilities

(14,774)
Other liabilities

(75)
Total liabilities assumed

(147,380)

Net assets acquired

$
114,935

~~The estimated fair values~~Annual Report on Form 10-K for the assets acquired and liabilities assumed are preliminary and are subject to change during the one-year measurement period as additional information related to the inputs and assumptions used in determining the fair value of the assets and liabilities becomes available. The Company will continue to review the underlying inputs and assumptions. Therefore, the purchase price allocation is not yet complete as of the date of this filing. Once the allocation is complete, an additional adjustment to the allocation may occur.

~~The Company incurred $1.3 million in acquisition-related expenses in the nine months~~year ended ~~September 30, 2022, which are included in entertainment expenses in the accompanying condensed consolidated statement of operations.~~December 31, 2022.

4. 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. Entertainment segment revenues from licenses of content are recognized at the point in time the content is delivered to the licensee and the licensee can use and benefit from the content. Revenue related to content provided to Circle is eliminated for the portion of Circle that the Company owns. Almost all of the Company’s revenues are either cash-based or, for meeting and convention groups who meet the Company’s credit criteria, billed and collected on a short-term receivables basis. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase but are not included in revenue. The Company records a liability upon collection of such taxes from the customer and relieves the liability when payments are remitted to the applicable governmental agency.

129

Table of Contents

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


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Hotel group rooms	$	100,417	$	58,358	$	273,359	$	82,949	$	120,334	$	110,464	$	240,847	$	172,942
Hotel transient rooms		54,523		54,834		144,680		120,442		48,158		51,042		88,896		90,157
Hotel food and beverage - banquets		129,449		61,669		332,783		83,889		138,662		130,510		299,161		203,334
Hotel food and beverage - outlets		56,739		44,134		153,604		85,708		59,246		57,573		114,551		96,865
Hotel other		49,474		38,858		149,089		90,355		51,285		52,213		98,669		99,615
Entertainment admissions/ticketing		30,805		21,207		73,087		37,022		34,103		26,733		56,259		42,282
Entertainment food and beverage		25,075		16,513		63,472		33,469		28,641		24,036		52,707		38,397
Entertainment produced content		1,372		1,552		3,931		4,843		960		1,091		2,094		2,559
Entertainment retail and other		19,901		9,781		43,089		23,265		23,454		16,542		43,378		23,188
Total revenues	$	467,755	$	306,906	$	1,237,094	$	561,942	$	504,843	$	470,204	$	996,562	$	769,339

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


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Gaylord Opryland	$	106,819	$	75,483	$	285,835	$	142,244	$	110,475	$	105,497	$	222,281	$	179,016
Gaylord Palms		60,516		34,476		188,653		82,295		73,829		68,289		158,375		128,137
Gaylord Texan		70,734		56,041		205,035		108,468		81,479		77,665		167,877		134,301
Gaylord National		68,925		36,008		173,735		39,576		77,014		72,223		149,786		104,810
Gaylord Rockies		77,346		51,209		182,888		81,517		67,127		70,755		131,174		105,542
AC Hotel		2,932		1,846		7,800		4,110		3,401		3,261		5,612		4,868
Inn at Opryland		3,330		2,790		9,569		5,133
Inn at Opryland and other										4,360		4,112		7,019		6,239
Total Hospitality segment revenues	$	390,602	$	257,853	$	1,053,515	$	463,343	$	417,685	$	401,802	$	842,124	$	662,913

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

The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms and advanced ticketing at its OEG venues. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had ~~$153.7~~$161.7 million and ~~$116.8~~$136.5 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, ~~2021,~~2022, approximately ~~$43.4~~$87.7 million was recognized in revenue during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023.

1310

Table of Contents

5. INCOME ~~(LOSS)~~ PER SHARE:

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


		Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
		September 30,				September 30,				June 30,				June 30,
		2022		2021		2022		2021		2023		2022		2023		2022
Numerator:
Net income (loss) available to common shareholders	$	45,241	$	(8,546)	$	70,904	$	(170,986)
Net income available to common stockholders									$	66,543	$	50,284	$	127,863	$	25,663
Net income attributable to noncontrolling interest in consolidated joint venture		1,887		—		—		—		3,134		280		2,371		—
Net income (loss) available to common shareholders - if-converted method	$	47,128	$	(8,546)	$	70,904	$	(170,986)
Net income available to common stockholders - if-converted method									$	69,677	$	50,564	$	130,234	$	25,663

Denominator:
Weighted average shares outstanding - basic		55,159		55,065		55,132		55,040		56,329		55,150		55,759		55,118
Effect of dilutive stock-based compensation		178		—		197		—		232		170		256		203
Effect of dilutive put rights		3,978		—		—		—		3,928		542		3,958		—
Weighted average shares outstanding - diluted		59,315		55,065		55,329		55,040		60,489		55,862		59,973		55,321

Basic income (loss) per share available to common stockholders	$	0.82	$	(0.16)	$	1.29	$	(3.11)
Diluted income (loss) per share available to common stockholders	$	0.79	$	(0.16)	$	1.28	$	(3.11)
Basic income per share available to common stockholders									$	1.18	$	0.91	$	2.29	$	0.47
Diluted income per share available to common stockholders									$	1.15	$	0.91	$	2.17	$	0.46

For each of the three months and nine months ended September 30, 2021, the effect of dilutive stock-based compensation was the equivalent of 0.2 million shares of common stock outstanding. Because the Company had a loss available to common stockholders in the three months and nine months ended September 30, 2021, 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 ~~2, “OEG Transaction,”~~1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, although currently not exercisable, the OEG Investor ~~will have~~has certain put rights (the “OEG Put Rights”) to require the Company to purchase the OEG Investor’s equity interest in OEG, which the Company may pay in cash or Company stock, at the Company’s option. The Company calculated potential dilution for the OEG Put Rights based on the if-converted method, which assumes the OEG Put Rights were converted on the first day of the period or the date of ~~issuance. For~~issuance and the ~~nine months ended September 30, 2022, the effect~~OEG Investor’s noncontrolling equity interest was redeemed in exchange for shares of the ~~OEG Put Rights was the equivalent of 1.3 million shares of Company~~Company’s common stock outstanding. Because the OEG Put Rights were anti-dilutive for the nine months ended September 30, 2022, such incremental shares were excluded from the computation of dilutive earnings per share.stock.

The operating partnership units (“OP Units”) held by the noncontrolling interest holders in ~~the Operating Partnership~~RHP Hotel Properties, LP (the “Operating Partnership”) have been excluded from the denominator of the diluted income ~~(loss)~~ per share calculation for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 as there would be no effect on the calculation of diluted income ~~(loss)~~ per share because the income ~~(loss)~~ attributable to the OP Units held by the noncontrolling interest holders would also be subtracted to derive net income ~~(loss)~~ available to common stockholders.

6. ACCUMULATED OTHER COMPREHENSIVE LOSS:

The Company’s balance in accumulated other comprehensive loss is comprised of amounts related to the Company’s minimum pension liability discussed in Note 13, “Pension Plans,” interest rate derivatives designated as cash flow hedges related to the Company’s outstanding debt as discussed in Note 9, “Debt,” and amounts related to an other-than-temporary impairment of a held-to-maturity investment that existed prior to 2020 with respect to the notes receivable discussed in Note 8, “Notes Receivable,” to the condensed consolidated financial statements included herein.

1411

Table of Contents

Changes in accumulated other comprehensive loss by component for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 consisted of the following (in thousands):


			Other-Than-								Other-Than-
	Minimum		Temporary						Minimum		Temporary
	Pension		Impairment of		Interest Rate				Pension		Impairment of		Interest Rate
	Liability		Investment		Derivatives		Total		Liability		Investment		Derivatives		Total
Balance, December 31, 2021	$	(16,419)	$	(3,298)	$	(9,363)	$	(29,080)
Gains (losses) arising during period		(6,437)		—		15,642		9,205
Balance, December 31, 2022									$	(18,021)	$	(3,087)	$	10,185	$	(10,923)
Gains arising during period										—		—		1,467		1,467
Amounts reclassified from accumulated other comprehensive loss		1,416		158		6,375		7,949		(131)		104		(10,156)		(10,183)
Net other comprehensive income (loss)		(5,021)		158		22,017		17,154		(131)		104		(8,689)		(8,716)
Balance, September 30, 2022	$	(21,440)	$	(3,140)	$	12,654	$	(11,926)
Balance, June 30, 2023									$	(18,152)	$	(2,983)	$	1,496	$	(19,639)


			Other-Than-								Other-Than-
	Minimum		Temporary						Minimum		Temporary
	Pension		Impairment of		Interest Rate				Pension		Impairment of		Interest Rate
	Liability		Investment		Derivatives		Total		Liability		Investment		Derivatives		Total
Balance, December 31, 2020	$	(26,623)	$	(3,509)	$	(27,819)	$	(57,951)
Balance, December 31, 2021									$	(16,419)	$	(3,298)	$	(9,363)	$	(29,080)
Gains (losses) arising during period		8,324		—		(370)		7,954		(6,437)		—		8,189		1,752
Amounts reclassified from accumulated other comprehensive loss		966		159		12,298		13,423		707		105		6,124		6,936
Net other comprehensive income		9,290		159		11,928		21,377
Balance, September 30, 2021	$	(17,333)	$	(3,350)	$	(15,891)	$	(36,574)
Net other comprehensive income (loss)										(5,730)		105		14,313		8,688
Balance, June 30, 2022									$	(22,149)	$	(3,193)	$	4,950	$	(20,392)

7. PROPERTY AND EQUIPMENT:

Property and equipment, including right-of-use finance lease assets, at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands):


					June 30,		December 31,
	2022		2021		2023		2022
Land and land improvements	$	439,714	$	378,598	$	592,113	$	443,469
Buildings		3,779,956		3,601,974		4,363,387		3,785,968
Furniture, fixtures and equipment		1,005,216		981,589		1,112,397		1,015,078
Right-of-use finance lease assets		1,613		1,613		1,613		1,613
Construction-in-progress		32,601		14,337		78,690		50,312
		5,259,100		4,978,111		6,148,200		5,296,440
Accumulated depreciation and amortization		(2,080,996)		(1,946,267)		(2,217,123)		(2,124,732)
Property and equipment, net	$	3,178,104	$	3,031,844	$	3,931,077	$	3,171,708

8. NOTES RECEIVABLE:

As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, in connection with the development of Gaylord National, the Company holds two issuances of governmental bonds (“Series A bond” and “Series B bond”) with a total carrying value and approximate fair value of ~~$66.3~~$65.5 million and ~~$71.2~~$67.6 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, net of credit loss reserve of $38.0 million at each of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. The Company receives debt service and principal payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity dates of July 1, 2034 and September 1, 2037, respectively. The Company records interest income over the life of the notes using the effective interest method.

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

1512

Table of Contents

During each of the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded interest income of $1.3 million ~~and $1.4 million, respectively,~~ on these bonds. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded interest income of ~~$4.0~~$2.5 million and ~~$4.1~~$2.7 million, respectively, on these ~~bonds, respectively.~~bonds. The Company received payments of ~~$9.1~~$4.7 million and ~~$6.4~~$5.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, relating to these bonds. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, before consideration of the credit loss reserve, the Company had accrued interest receivable related to these bonds of ~~$39.7~~$41.1 million and $41.0 million, respectively.

9. DEBT:

The Company’s debt and finance lease obligations at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 consisted of (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
$700M Revolving Credit Facility, interest at LIBOR plus 1.55%, maturing March 31, 2024	$	—	$	190,000
$300M Term Loan A, interest at LIBOR plus 2.25%, original maturity March 31, 2025		—		300,000
$500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024		372,500		376,250
$700M Revolving Credit Facility, interest at SOFR plus 1.50%, maturing May 18, 2027					$	—	$	—
$500M Term Loan B, interest at SOFR plus 2.75%, maturing May 18, 2030						498,750		371,250
$400M Senior Notes, interest at 7.25%, maturing July 15, 2028						400,000		—
$600M Senior Notes, interest at 4.50%, maturing February 15, 2029		600,000		600,000		600,000		600,000
$700M Senior Notes, interest at 4.75%, maturing October 15, 2027		700,000		700,000		700,000		700,000
$800M Gaylord Rockies Term Loan, interest at LIBOR plus 2.50%, maturing July 2, 2023		800,000		800,000
$300M OEG Term Loan, interest at SOFR plus 5.00%, maturing June 16, 2029 (Note 2)		300,000		—
$65M OEG Revolver, interest at SOFR plus 4.75%, maturing June 16, 2027 (Note 2)		—		—
$800M Gaylord Rockies Term Loan, interest at SOFR plus 2.50%, maturing July 2, 2024						800,000		800,000
$300M OEG Term Loan, interest at SOFR plus 5.00%, maturing June 16, 2029						297,750		299,250
$65M OEG Revolver, interest at SOFR plus 4.75%, maturing June 16, 2027						7,000		—
Block 21 CMBS Loan, interest at 5.58%, maturing January 5, 2026		135,308		—		133,263		134,636
Finance lease obligations		721		884		744		685
Unamortized deferred financing costs		(32,200)		(32,203)		(41,998)		(30,482)
Unamortized premium (discount)		(13,248)		1,888
Unamortized discounts and premiums, net						(15,446)		(12,747)
Total debt	$	2,863,081	$	2,936,819	$	3,380,063	$	2,862,592

Amounts due within one year ~~consist~~ of the ~~$800 million Gaylord Rockies term loan,~~balance sheet date consist of the amortization payments for the $500 million term loan B of 1.0% of the original principal balance, amortization payments for the $300 million OEG ~~Term Loan~~term loan of 1.0% of the original principal balance, and amortization of the Block 21 CMBS ~~Loan (as defined below)~~loan based on a 30-year amortization. The Gaylord Rockies term loan has ~~three,~~two, one-year extension options remaining, subject to certain requirements in the Gaylord Rockies term loan.

At ~~September~~June 30, ~~2022,~~2023, there were no defaults under the covenants related to the Company’s outstanding ~~debt based on the amended terms of the Company’s credit agreement.~~

As a result of the Company’s repayment of its $300 million term loan A with the proceeds from the OEG Term Loan, the Company recognized a loss on extinguishment of debt of $1.5 million in the nine months ended September 30, 2022. As a result of the Company’s February 2021 purchase and redemption of its previous $400 million 5% senior notes due 2023, the Company recognized a loss on extinguishment of debt of $2.9 million in the nine months ended September 30, 2021.

debt.

Credit Facility

On ~~April 4, 2022,~~May 18, 2023, the Company entered into ~~Amendment No. 5 (the “Fifth Amendment”) to the Sixth Amended and Restated~~a Credit Agreement ~~dated as of October 31, 2019 (as amended prior to the Fifth Amendment, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by the Fifth Amendment, the~~(the “Credit Agreement”), among the Company, as a guarantor, its subsidiary RHP Hotel Properties, LP (the “Borrower”), as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

The ~~Fifth Amendment provides for certain amendments to the Existing~~ Credit Agreement ~~each~~provides a $700 million revolving credit facility (the “Revolver”) and $500 million term loan B (the “Term Loan B”), as well as an accordion feature that will allow Borrower to increase the facilities following the closing date by an aggregate total of up to $475 million, which may be allocated between the Revolver and the Term Loan B at the option of the Borrower. The Revolver replaced the Company’s previous $700 million revolving credit facility, and a portion of the proceeds of the Term Loan B were used to repay in full the approximately $370 million balance of the Company’s previous term loan B. The Revolver was ~~effective~~undrawn at closing.

Borrowings under the Revolver under the Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) Adjusted Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, dependent upon the ~~closing of~~Company’s funded debt to total asset value ratio (as defined in the ~~OEG Transaction. These amendments include, among others,~~Credit Agreement), (ii) Adjusted Daily Simple SOFR plus the ~~exclusion of OEG and its subsidiaries~~applicable margin ranging from ~~negative covenants and certain restrictions related~~1.40% to ~~certain equity issuances, investments, acquisitions, dispositions and~~2.00%, dependent upon the Company’s funded debt to total asset value ratio (as defined in the Credit Agreement) or (iii) a base rate as set forth in the Credit Agreement plus the applicable margin ranging from 0.40% to 1.00%, dependent upon the Company’s funded debt to total asset value ratio

1613

Table of Contents

indebtedness; changes to certain financial covenant requirements through December 2022; and a requirement that, following January 1, 2023, the Company satisfy the financial covenants currently provided for(as defined in the Credit ~~Agreement.~~

~~Block 21 CMBS~~Agreement). Borrowings under the Term Loan

At B bear interest at an annual rate equal to, at the ~~closing of~~Company’s option, (i) Term SOFR plus 2.75%, (ii) Daily Simple SOFR plus 2.75% or (iii) a base rate as set forth in the ~~purchase of Block 21~~Credit Agreement plus 1.75%. The Revolver matures on May ~~31, 2022,~~18, 2027, with the option to extend the maturity date for a ~~subsidiary~~maximum of one additional year through either (i) a single 12-month extension option or (ii) two individual 6-month extensions, and the ~~Company assumed a $136 million, ten-year, non-recourse term loan secured~~Term Loan B matures on May 18, 2030.

The Revolver and the Term Loan B are subject to certain events of default which can be triggered by a mortgage on Block 21 (the “Block 21 CMBS Loan”). The Block 21 CMBS Loan has a fixed interest rate of 5.58% per annum, payable monthly, matures January 5, 2026, and payments are due monthly based on a 30-year amortization.

~~The Block 21 CMBS Loan contains~~failing to meet customary financial ~~covenants~~covenants. If an event of default shall occur and be continuing, the principal amount outstanding under the Revolver and Term Loan B, together with all accrued and unpaid interest and other ~~restrictions, including sponsor net worth~~amounts owing in respect thereof, may be declared immediately due and ~~liquidity requirements,~~payable.

$400 Million 7.25% Senior Notes due 2028

On June 22, 2023, the Operating Partnership and ~~debt service coverage ratio targets that Block 21 must meet~~RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $400.0 million in ~~order to avoid a “Trigger Period,” the occurrence~~aggregate principal amount of 7.25% senior notes due 2028 (the “$400 Million 7.25% Senior Notes”), which ~~does not constitute a default. Block 21 was in a Trigger Period as of the date of its purchase~~are guaranteed by the Company and ~~remains~~its subsidiaries that guarantee the Credit Agreement.

The $400 Million 7.25% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $400 Million 7.25% Senior Notes have a maturity date of July 15, 2028 and bear interest at 7.25% per annum, payable semi-annually in cash in arrears on January 15 and July 15 each year, beginning on January 15, 2024. The $400 Million 7.25% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the Company’s $700 million in aggregate principal amount of 4.75% senior notes due 2027 and $600 million in aggregate principal amount of 4.50% senior notes due 2029, and senior in right of payment to future subordinated indebtedness, if any.

The $400 Million 7.25% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $400 Million 7.25% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $400 Million 7.25% Senior Notes.

The net proceeds from the issuance of the $400 Million 7.25% Senior Notes totaled approximately $393 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used these proceeds to pay a portion of the purchase price for JW Marriott Hill Country discussed in Note 2.

The $400 Million 7.25% Senior Notes are redeemable before July 15, 2025, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $400 Million 7.25% Senior Notes will be redeemable, in whole or in part, at any time on or after July 15, 2025 at a redemption price expressed as a percentage of ~~September 30, 2022. During~~ the ~~Trigger Period, any cash generated by Block 21 in excess~~principal amount thereof, which percentage is 103.625%, 101.813%, and 100.000% beginning on July 15 of ~~amounts necessary~~2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, ~~fund loan obligations, budgeted operating expenses and specified reserves will~~but not ~~be distributed to Block 21.~~including, the redemption date.

Interest Rate Derivatives

The Company has entered into or previously entered into interest rate swaps to manage interest rate risk associated with the Company’s ~~$500 million~~previous term loan B, ~~and~~ the Gaylord Rockies $800 million term loan and the $300 million OEG term loan. Each swap has been designated as a cash flow hedge whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. The Company does not use derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges.

Table of Contents

For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that ~~$12.7~~$2.2 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense in the next twelve months.

The estimated fair value of the Company’s derivative financial instruments at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 is as follows (in thousands):


						Estimated Fair Value										Estimated Fair Value
						Asset (Liability) Balance										Asset (Liability) Balance
		Strike			Notional	September 30,		December 31,			Strike			Notional		June 30,		December 31,
Hedged Debt	Type	Rate	Index	Maturity Date	Amount	2022		2021		Type	Rate	Index	Maturity Date	Amount		2023		2022
Term Loan B	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$ 87,500	$	1,586	$	(733)	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$	87,500	$	-	$	1,096
Term Loan B	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$ 87,500		1,586		(733)	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023		87,500		-		1,096
Term Loan B	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023	$ 87,500		1,586		(733)	Interest Rate Swap	1.2235%	1-month LIBOR	May 11, 2023		87,500		-		1,096
Term Loan B	Interest Rate Swap	1.2315%	1-month LIBOR	May 11, 2023	$ 87,500		1,579		(742)	Interest Rate Swap	1.2315%	1-month LIBOR	May 11, 2023		87,500		-		1,093
Gaylord Rockies Term Loan	Interest Rate Swap	1.6500%	1-month LIBOR	August 1, 2022	$ 800,000		-		(6,421)	Interest Rate Swap	3.3410%	1-month LIBOR	August 1, 2023		800,000		1,276		6,969
Gaylord Rockies Term Loan(1)	Interest Rate Swap	3.3410%	1-month LIBOR	August 1, 2023	$ 800,000		6,318		-	Interest Rate Swap	5.2105%	Daily SOFR	July 2, 2024		800,000		197		-
OEG Term Loan										Interest Rate Swap	4.5330%	3-month SOFR	December 18, 2025		100,000		23		(1,164)
						$	12,655	$	(9,362)							$	1,496	$	10,186

(1)

Interest rate swap is effective August 1, 2023.

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.

~~Table of Contents~~

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)					Amount of Gain (Loss)					Amount of Gain (Loss)
	Recognized in OCI					Reclassified from Accumulated					Recognized in OCI					Reclassified from Accumulated
	on Derivative				Location of Gain (Loss)	OCI into Income (Expense)					on Derivative				Location of Gain (Loss)	OCI into Income (Expense)
	Three Months Ended				Reclassified from	Three Months Ended					Three Months Ended				Reclassified from	Three Months Ended
	September 30,				Accumulated OCI	September 30,					June 30,				Accumulated OCI	June 30,
	2022		2021		into Income (Expense)	2022		��	2021		2023		2022		into Income (Expense)	2023		2022
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	7,453	$	(546)	Interest expense	$	(251)		$	(4,187)	$	2,477	$	2,119	Interest expense	$	4,888	$	(2,175)
Total derivatives	$	7,453	$	(546)		$	(251)		$	(4,187)	$	2,477	$	2,119		$	4,888	$	(2,175)


	Amount of Gain (Loss)					Amount of Gain (Loss)				Amount of Gain (Loss)					Amount of Gain (Loss)
	Recognized in OCI on					Reclassified from Accumulated				Recognized in OCI on					Reclassified from Accumulated
	Derivative				Location of Gain (Loss)	OCI into Income (Expense)				Derivative				Location of Gain (Loss)	OCI into Income (Expense)
	Nine Months Ended				Reclassified from	Nine Months Ended				Six Months Ended				Reclassified from	Six Months Ended
	September 30,				Accumulated OCI	September 30,				June 30,				Accumulated OCI	June 30,
	2022		2021		into Income (Expense)	2022		2021		2023		2022		into Income (Expense)	2023		2022
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	15,642	$	(370)	Interest expense	$	(6,375)	$	(12,298)	$	1,467	$	8,189	Interest expense	$	10,156	$	(6,124)
Total derivatives	$	15,642	$	(370)		$	(6,375)	$	(12,298)	$	1,467	$	8,189		$	10,156	$	(6,124)

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 ~~September~~June 30, 2023 and 2022 ~~and 2021~~ was ~~$40.1~~$49.2 million and ~~$32.4~~$34.0 million, respectively, and for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ was ~~$106.0~~$91.7 million and ~~$93.1~~$65.9 million, respectively.

As of ~~September~~June 30, ~~2022,~~2023, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. In addition, the Company has an agreement with its derivative counterparty that contains a

Table of Contents

provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

10. DEFERRED MANAGEMENT RIGHTS PROCEEDS:

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

11. LEASES:

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

~~Table of Contents~~

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

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

The Company’s lease costs for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~are as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Operating lease cost	$	4,431	$	3,809	$	9,088	$	7,345
Finance lease cost:
Amortization of right-of-use assets		30		30		61		61
Interest on lease liabilities		6		10		12		18
Net lease cost	$	4,467	$	3,849	$	9,161	$	7,424

Table of Contents

Future minimum lease payments under non-cancelable leases at June 30, 2023 are as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2022

2021

2022

2021
Operating lease cost
$
3,826

$
3,261

$
11,171

$
9,631
Finance lease cost:

Amortization of right-of-use assets

31

38

92

112
Interest on lease liabilities

8

9

26

30
Net lease cost
$
3,865

$
3,308

$
11,289

$
9,773

~~Future minimum lease payments under non-cancelable leases at September 30, 2022 are as follows (in thousands):~~


	Operating		Finance		Operating		Finance
	Leases		Leases		Leases		Leases
Year 1	$	7,034	$	232	$	9,176	$	194
Year 2		6,838		60		9,112		106
Year 3		6,771		46		8,957		81
Year 4		6,831		46		8,986		49
Year 5		6,824		46		9,002		47
Years thereafter		559,999		486		560,604		451
Total future minimum lease payments		594,297		916		605,837		928
Less amount representing interest		(479,039)		(195)		(478,150)		(184)
Total present value of minimum payments	$	115,258	$	721	$	127,687	$	744

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


Weighted-average remaining lease term:
Operating leases	~~47.5~~43.5	years
Finance leases	~~11.5~~10.5	years
Weighted-average discount rate:
Operating leases	~~6.8~~7.0	%
Finance leases	~~4.0~~3.7	%

12. STOCK PLANS:

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company granted 0.2 million restricted stock units with a weighted-average grant date fair value of ~~$83.07~~$87.13 per unit. There were 0.6 million restricted stock units outstanding at each of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022.

Compensation expense for the Company’s stock-based compensation plans was ~~$3.7~~$3.8 million and ~~$3.3~~$3.7 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$11.1~~$7.5 million and ~~$8.9~~$7.4 million for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, ~~and 2021, respectively.~~respectively

~~Table of Contents~~

13. PENSION PLANS:

Net periodic pension expense 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				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Interest cost	$	763	$	534	$	1,829	$	1,484	$	825	$	540	$	1,650	$	1,066
Expected return on plan assets		(820)		(1,103)		(2,882)		(3,150)		(729)		(1,031)		(1,459)		(2,062)
Amortization of net actuarial loss		271		217		694		801		228		223		456		423
Net settlement loss		723		443		1,576		1,009		—		853		—		853
Total net periodic pension expense	$	937	$	91	$	1,217	$	144	$	324	$	585	$	647	$	280

As a result of increased lump-sum distributions from the Company’s qualified retirement plan during 2022 and 2021, a net settlement loss of $1.6 million and $1.0 million was recognized in the nine months ended September 30, 2022 and 2021, respectively.

In addition, the increase in lump-sum distributions required the Company to re-measure its liability under its pension plan as of June 30, 2022. As a result of the re-measurement, including a reduction in the valuation of plan assets during 2022, partially offset by an increase in the pension plan’s assumed discount rate from 2.42% at December 31, 2021 to 4.23% at June 30, 2022, the Company recorded a $6.4 million increase to its liability under the pension plan and a corresponding increase in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet as of September 30, 2022.

14. INCOME TAXES:

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

Table of Contents

For the three months ~~and nine months~~ ended ~~September~~June 30, 2023 and 2022, the Company recorded an income tax provision of ~~$10.2~~$3.5 million and ~~$27.7~~$17.6 million, respectively, related to its TRSs.

For the ~~three months and nine~~six months ended ~~September~~June 30, ~~2021,~~2023 and 2022, the Company recorded an income tax provision of ~~$1.1~~$5.2 million and ~~$6.6~~$17.6 million, ~~respectively.~~respectively, related to its TRSs. The decrease in the income tax provision for the ~~nine~~three and six months ended ~~September~~June 30, ~~2021 includes the recording of a valuation allowance of $3.6 million related~~2023, as compared to the same periods in the prior year, primarily relates to a decrease in income at the Company’s ~~reassessment of the realizability of its deferred tax assets due to the impact of the COVID-19 pandemic.~~TRSs.

At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had no unrecognized tax benefits.

15. COMMITMENTS AND CONTINGENCIES:

The Company has entered into limited repayment and carry guaranties related to the Second Amended and Restated Loan Agreement, as amended, related to Gaylord Rockies ~~Loan~~(the “Gaylord Rockies Loan”) that, in the aggregate, guarantee repayment of 10% of the principal debt, together with interest and operating expenses, which are to be released once Gaylord Rockies 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)~~(ii) customary non-recourse carve-outs.

In connection with the purchase of Block 21, the Company provided (i) limited guarantees to the Block 21 lenders under the Block 21 CMBS Loan via a guaranty agreement, a guaranty of completion agreement and an environmental indemnity, and ~~(2)~~(ii) a letter of credit drawable by the Block 21 lenders in the event of a default of the Block 21 CMBS Loan.

~~Table of Contents~~

In April 2019, a subsidiary of the Company ~~entered into a joint venture with Gray Television, Inc. that creates and distributes a linear multicast and over-the-top channel dedicated to the country music lifestyle, Circle. The Company~~ acquired a 50% equity interest in ~~this joint venture~~Circle and has made capital contributions of ~~$31.0 million.~~$39.0 million through June 30, 2023. In addition, the Company intends to contribute up to an additional ~~$2.0~~$4.2 million through December 31, ~~2022~~2023 for working capital needs. 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 contingencies will not have a material effect on the financial statements of the Company.

16. ~~EQUITY:~~EQUITY

Equity Offering

In June 2023, the Company completed an underwritten public offering of approximately 4.4 million shares of its common stock, par value $0.01 per share, at a price to the public of $93.25 per share. Net proceeds to the Company, after deducting underwriting discounts and commissions and other expenses paid by the Company, were approximately $395 million. The Company used these proceeds to pay a portion of the purchase price for JW Marriott Hill Country discussed in Note 2.

Dividends

~~Due to the COVID-19 pandemic, the Company previously suspended its regular quarterly dividend payments. In September 2022, the Company reinstated its cash dividend, and~~On February 23, 2023, the Company’s board of directors declared athe Company’s first quarter 2023 cash dividend in the amount of ~~$0.10~~$0.75 per share of common stock, or an aggregate of approximately ~~$5.6~~$41.7 million in cash, which was paid on ~~October~~April 17, ~~2022~~2023 to stockholders of record as of the close of business on ~~September~~March 31, 2023. On May 3, 2023, the Company’s board of directors declared the Company’s second quarter 2023 cash dividend in the amount of $1.00 per share of common stock, or an aggregate of approximately $60.1 million in cash, which was paid on July 17, 2023 to stockholders of record as of the close of business on June 30, ~~2022.~~2023. Any future dividend is subject to the Company’s board of directors’ determination as to the amount of distributions and the timing thereof.

Table of Contents

Noncontrolling Interest in the Operating Partnership

The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP Units held by the noncontrolling limited partners are redeemable for cash, or if the Company so elects, in shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. At ~~September~~June 30, ~~2022,~~2023, 0.4 million outstanding OP Units, or less than 1% of the outstanding OP Units, were held by the noncontrolling limited partners and are included as a component of equity in the accompanying condensed consolidated balance ~~sheet.~~sheets. The Company owns, directly or indirectly, the remaining 99.3% of the outstanding OP Units.

At-the-Market (“ATM”) Equity Distribution Agreement

On May 27, 2021, the Company entered into an ATM equity distribution agreement (the “ATM Agreement”) with a consortium of banks (each a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which the Company may offer and sell to or through the Sales Agents (the “ATM Offering”), from time to time, up to 4.0 million shares (the “Shares”) of the Company’s common stock in such share amounts as the Company may specify by notice to the Sales Agents, in accordance with the terms and conditions set forth in the ATM Agreement.

Under the ATM Agreement, the Company will set the parameters for the sale of the Shares, including the number of the Shares to be issued, the time period during which sales are requested to be made, limitation on the number of the Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Each Sales Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares up to the amount specified, and otherwise in accordance with mutually agreed terms between the Sales Agent and the Company. Neither the Company nor any of the Sales Agents are obligated to sell any specific number or dollar amount of Shares under the ATM Agreement. The Sales Agents will be paid a commission of up to 2.0% of the gross sales price from the sale of any Shares. The Company intends to use the net proceeds from any sale of Shares for the repayment of outstanding indebtedness, which may include the repayment of amounts outstanding under the ~~Company’s credit agreement governing the Company’s revolving credit facility.~~Credit Agreement. Net proceeds which are not used for the repayment of outstanding indebtedness (to the extent then permitted by the ~~Company’s credit agreement)~~Credit Agreement) may be used for general corporate purposes.

No shares were issued under the ATM Agreement during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023.

~~Table of Contents~~

17. FAIR VALUE MEASUREMENTS:

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

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

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

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

Table of Contents

The Company’s assets and liabilities measured at fair value on a recurring basis at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, were as follows (in thousands):


			Markets for		Observable		Unobservable				Markets for		Observable		Unobservable
	September 30,		Identical Assets		Inputs		Inputs		June 30,		Identical Assets		Inputs		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)		2023		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	28,372	$	28,372	$	—	$	—	$	31,224	$	31,224	$	—	$	—
Variable to fixed interest rate swaps		12,655		—		12,655		—		1,496		—		1,496		—
Total assets measured at fair value	$	41,027	$	28,372	$	12,655	$	—	$	32,720	$	31,224	$	1,496	$	—


			Markets for		Observable		Unobservable				Markets for		Observable		Unobservable
	December 31,		Identical Assets		Inputs		Inputs		December 31,		Identical Assets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)		2022		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	31,183	$	31,183	$	—	$	—	$	29,245	$	29,245	$	—	$	—
Variable to fixed interest rate swaps										11,350		—		11,350		—
Total assets measured at fair value	$	31,183	$	31,183	$	—	$	—	$	40,595	$	29,245	$	11,350	$	—

Variable to fixed interest rate swaps	$	9,362	$	—	$	9,362	$	—	$	1,164	$	—	$	1,164	$	—
Total liabilities measured at fair value	$	9,362	$	—	$	9,362	$	—	$	1,164	$	—	$	1,164	$	—

The remainder of the assets and liabilities held by the Company at ~~September~~June 30, ~~2022~~2023 are not required to be recorded at fair value, and the carrying value of these assets and liabilities approximates fair value, except as described below.

The Company has outstanding $600.0 million in aggregate principal amount of $600 million 4.50% senior notes. The carrying value of these notes at ~~September~~June 30, ~~2022~~2023 was ~~$591.5~~$592.4 million, net of unamortized deferred financing costs (“DFCs”). The fair value of these notes, based upon quoted market prices (Level 1), was ~~$493.0~~$531.6 million at ~~September~~June 30, ~~2022.~~2023.

The Company has outstanding $700.0 million in aggregate principal amount of $700 million 4.75% senior notes. The carrying value of these notes at ~~September~~June 30, ~~2022~~2023 was ~~$693.4~~$694.3 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was ~~$607.0~~$652.0 million at ~~September~~June 30, ~~2022.~~2023.

~~See Note 3, “Block 21 Transaction,” for additional disclosures related to the fair value measurements used in accounting for the purchase of Block 21.~~18. FINANCIAL REPORTING BY BUSINESS SEGMENTS:

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

●

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

●

Entertainment, which includes the OEG business, specifically the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Block 21, the Company’s equity investment in Circle, and the Company’s Nashville-based attractions; and

●

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

2220

Table of Contents

~~18. FINANCIAL REPORTING BY BUSINESS SEGMENTS:~~

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

●

~~Hospitality~~~~, which includes the Gaylord Hotels properties, the Inn at Opryland and the AC Hotel;~~

●

~~Entertainment~~, which includes the OEG business, specifically the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Block 21, the Company’s equity investment in Circle, and the Company’s Nashville-based attractions; 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				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Revenues:
Hospitality	$	390,602	$	257,853	$	1,053,515	$	463,343	$	417,685	$	401,802	$	842,124	$	662,913
Entertainment		77,153		49,053		183,579		98,599		87,158		68,402		154,438		106,426
Corporate and Other		—		—		—		—		—		—		—		—
Total	$	467,755	$	306,906	$	1,237,094	$	561,942	$	504,843	$	470,204	$	996,562	$	769,339

Depreciation and amortization:
Hospitality	$	42,517	$	52,020	$	146,804	$	151,655	$	42,646	$	52,016	$	85,521	$	104,287
Entertainment		5,249		3,506		13,293		10,728		5,402		4,492		10,667		8,044
Corporate and Other		203		567		615		1,698		209		207		426		412
Total	$	47,969	$	56,093	$	160,712	$	164,081	$	48,257	$	56,715	$	96,614	$	112,743

Operating income (loss):
Hospitality	$	88,901	$	24,716	$	205,142	$	(65,846)	$	107,733	$	100,573	$	213,803	$	116,241
Entertainment		17,756		12,080		38,737		10,074		24,668		18,240		35,249		20,981
Corporate and Other		(9,652)		(10,983)		(32,038)		(28,620)		(10,094)		(12,624)		(20,905)		(22,386)
Preopening costs		—		(118)		(525)		(734)		(67)		(221)		(257)		(525)
Gain (loss) on sale of assets		—		—		(469)		317
Total operating income (loss)		97,005		25,695		210,847		(84,809)
Loss on sale of assets										—		—		—		(469)
Total operating income										122,240		105,968		227,890		113,842

Interest expense		(40,092)		(32,413)		(105,987)		(93,056)		(49,179)		(33,958)		(91,707)		(65,895)
Interest income		1,378		1,433		4,138		4,254		5,318		1,379		7,865		2,760
Loss on extinguishment of debt		—		—		(1,547)		(2,949)		(2,252)		(1,547)		(2,252)		(1,547)
Loss from unconsolidated joint ventures		(2,720)		(2,312)		(8,348)		(5,831)		(2,153)		(3,001)		(4,959)		(5,628)
Other gains and (losses), net		2,058		53		2,222		254		(287)		(283)		(523)		164
Income (loss) before income taxes	$	57,629	$	(7,544)	$	101,325	$	(182,137)
Income before income taxes									$	73,687	$	68,558	$	136,314	$	43,696


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
Identifiable assets:
Total assets:
Hospitality	$	3,258,745	$	3,266,679	$	4,021,742	$	3,314,444
Entertainment		492,911		214,270		529,764		502,913
Corporate and Other		195,624		99,576		439,149		223,266
Total identifiable assets	$	3,947,280	$	3,580,525	$	4,990,655	$	4,040,623

Table of Contents

~~Table of Contents~~

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

The following discussion and analysis should be read in conjunction with our 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, ~~2021,~~2022, included in our Annual Report on Form 10-K that was filed with the SEC on February ~~25, 2022.~~24, 2023.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern our goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not necessarily based on historical facts. Without limitation, you can identify these statements by the fact that they do not relate strictly to historical or current facts, and these statements may contain words such as “may,” “will,” “could,” “should,” “might,” “projects,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “continue,” “estimate,” or “pursue,” or the negative or other variations thereof or comparable terms. In particular, they include statements relating to, among other things, future actions, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results. These also include statements regarding (i) the ~~expected recovery~~future performance of ~~travel, transient~~our business, anticipated business levels and ~~group demand from~~our anticipated financial results during future periods, ~~affected by the COVID-19 pandemic,~~ and ~~the expected effects of COVID-19 on our results of operations and liquidity;~~other business or operational issues; (ii) the effect of our election to be taxed as a REIT and maintain REIT status for federal income tax purposes; (iii) the holding of our non-qualifying REIT assets in one or more taxable REIT subsidiaries (“TRSs”); (iv) our dividend policy, including the frequency and amount of any dividend we may pay; (v) our strategic goals and potential growth opportunities, including future expansion of the geographic diversity of our existing asset portfolio through acquisitions and investment in joint ventures; (vi) Marriott International, Inc.’s (“Marriott”) ability to effectively manage our hotels and other properties; (vii) our anticipated capital expenditures and investments; (viii) the potential operating and financial restrictions imposed on our activities under existing and future financing agreements including our credit facility and other contractual arrangements with third parties, including management agreements with Marriott; (ix) our use of cash during the remainder of 2023; (x) our ability to borrow available funds under our credit facility; ~~(x)~~(xi) our expectations about successfully amending the agreements governing our indebtedness should the need arise; ~~(xi)~~(xii) the effects of inflation and increased costs on our business and on our customers, including group ~~business~~customers at our hotels; (xiii) risks associated with our acquisition of the JW Marriott San Antonio Hill Country Resort & Spa; and ~~(xii)~~(xiv) any other business or operational matters. We have based these forward-looking statements on our current expectations and projections about future events.

We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, risks and uncertainties associated with 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 or guidelines), levels of consumer confidence in the safety of travel and group gatherings as a result of COVID-19, the pace of recovery

~~Table of Contents~~

~~following the COVID-19 pandemic,~~ economic conditions affecting the hospitality business generally, the geographic concentration of our hotel properties, business levels at our hotels, the effects of inflation on our business, including the effects on costs of labor and supplies and effects on group customers at

Table of Contents

our hotels and customers in our OEG businesses, 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~~any effects of COVID-19 on us and the ~~London Inter-Bank Offered Rate (“LIBOR”) to a different base rate,~~hospitality and entertainment industries generally, and those factors described elsewhere in this Quarterly Report on Form 10-Q ~~including in Item 1A, “Risk Factors,”~~ and our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 or described from time to time in our other reports filed with the SEC.

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

Overview

We operate as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. Our core holdings include a network of five upscale, meetings-focused resorts totaling 9,917 rooms that are managed by Marriott under the Gaylord Hotels brand. These five resorts, which we refer to as our Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center (“Gaylord Rockies”), which was previously owned by a joint venture (the “Gaylord Rockies joint venture”), in which we owned a 65% interest. On May 7, 2021, we purchased the remaining 35% interest in the Gaylord Rockies joint venture.. Our other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, ~~and~~ the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord ~~National.~~National, and effective June 30, 2023, the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”).

We also own a controlling 70% equity interest in a business comprised of a number of entertainment and ~~operate~~ media ~~and entertainment~~ assets, ~~including~~known as the Opry Entertainment Group (“OEG”), which we report as our Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 9697 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; two Nashville-based assets ~~managed by Marriott~~ – the Wildhorse Saloon and the General Jackson Showboat; and as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”). ~~We also own~~OEG owns a 50% interest in a joint venture that creates and distributes a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”). See “OEG Transaction” below for additional disclosure regarding our sale of a 30% interest in ~~the business~~OEG effective June 16, 2022.

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.

See “Cautionary Note Regarding Forward-Looking Statements” in this Item 2 and Item 1A, “Risk Factors,” in Part II of this Quarterly Report on Form 10-Q and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.

~~Ongoing Recovery from~~JW Marriott San Antonio Hill Country

On June 30, 2023, we purchased JW Marriott Hill Country for approximately $800 million. Located amid approximately 600 acres in the ~~COVID-19 Pandemic; Current Economic Environment~~

Texas Hill Country region outside of San Antonio, JW Marriott Hill Country, which opened in 2010, is a premier group-oriented resort with 1,002 rooms and 268,000 total square feet of indoor and outdoor meeting and event space. The ~~COVID-19 pandemic has been~~resort’s amenities include a 26,000 square foot spa; eight food and ~~continues to be~~beverage outlets; a ~~complex and evolving situation, causing unprecedented levels of disruption to our business. Our assets are currently open and operating without capacity restrictions and business~~9-acre water

2523

Table of Contents

~~levels continue to recover, though there remains significant uncertainty surrounding~~experience; and TPC San Antonio, which features two 18-hole golf courses. We funded the ~~full extent~~purchase price with approximately $395 million in net proceeds of an underwritten registered public offering of approximately 4.4 million shares of the ~~impact~~Company’s common stock, approximately $393 million in net proceeds of a private placement of $400 million aggregate principal amount of 7.25% senior notes due 2028 and cash on hand. JW Marriott Hill Country assets are reflected in our Hospitality segment beginning June 30, 2023.

Credit Facility Refinancing

In May 2023, we completed the ~~COVID-19 pandemic on our future results of operations and financial position, as increased labor costs and broad inflationary pressures continue to impact the economy.~~

~~The majority~~refinancing of our ~~businesses have been open and operating throughout 2021 and 2022. However, Gaylord National remained closed during~~previous credit facility by entering into a new credit agreement, which extends the ~~first half~~maturity of 2021 and reopened July 1, 2021. The Grand Ole Opry and Ryman Auditorium reopened for full-capacity publicly attended performances in May 2021. In addition, subsequent to the December 2020 downtown Nashville bombing, the Wildhorse saloon reopened in April 2021.

Cancelled room nights in the nine months ended September 30, 2022 decreased 50.7% from the nine months ended September 30, 2021. Occupancy and average daily rate (“ADR”) increased 29.0 points of occupancy and 10.6%, respectively, in the nine months ended September 30, 2022 as compared to the same period in 2021. Outside-the-room spend in the nine months ended September 30, 2022 increased 144.5% compared to the same period in 2021. This improved performance has mitigated increasing costs in the current inflationary environment.

Group stays have steadily increased in 2021 and 2022 and group nights on the books at September 30, 2022 for the next five years is approximately 96% of total group room nights that were on the books at September 30, 2019 for the corresponding following five years. In addition, the ADR of group room nights on the books at September 30, 2022 is almost 9% higher than the ADR of the corresponding group room nights at September 30, 2019.

~~Throughout the COVID-19 pandemic, we have continued to pay all required debt service payments on~~ our ~~indebtedness, lease payments, taxes and other payables. At September 30, 2022, we had $754.6~~$700 million ~~available for borrowing under our~~ revolving credit facility to 2027 and ~~the OEG revolving~~an increased $500 million term loan B to 2030. The new credit facility also includes an accordion feature that will allow us to increase the facilities by an aggregate total of up to $475 million. A portion of the proceeds of the term loan B were used to repay in full the approximately $370 million balance of our previous term loan B. The revolver was undrawn at closing.

Issuance of $400 Million 7.25% Senior Notes due 2028

On June 22, 2023, the Operating Partnership and ~~$224.7~~RHP Finance Corporation completed the private placement of $400.0 million in ~~unrestricted cash on hand.~~aggregate principal amount of 7.25% senior notes due 2028 (the “$400 Million 7.25% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee our credit agreement.

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

Equity Offering

In June 2023, we completed an underwritten public offering of approximately 4.4 million shares of our cash dividend in September 2022. Our interim dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually, subject to our board of directors’ future determinations ascommon stock, par value $0.01 per share, at a price to the ~~amount~~public of ~~any distributions~~$93.25 per share. Our net proceeds, after deducting underwriting discounts and ~~the timing thereof.~~

~~For additional discussion~~commissions and other expenses paid by us, were approximately $395 million. We used these proceeds to pay a portion of the ~~impact of the COVID-19 pandemic on our business, see “Risk Factors” under Part I, Item 1A of our Annual Report on Form 10-K~~purchase price for ~~the year ended December 31, 2021.~~JW Marriott Hill Country discussed above.

OEG Transaction

As more fully described in Note 2,1, “OEG Transaction,” to the ~~condensed~~ consolidated financial statements included ~~herein,~~in our Annual Report on Form 10-K for the year ended December 31, 2022, on June 16, 2022, we and certain of our subsidiaries, including OEG Attractions Holdings, LLC, which directly or indirectly owns the assets that comprise our Entertainment Segment, ~~(“OEG”),~~ consummated the transactions contemplated by an investment agreement (the “Investment Agreement”) with Atairos Group, Inc. (“Atairos”) and A-OEG Holdings, LLC, an affiliate of Atairos (the “OEG Investor”), pursuant to which OEG issued and sold to the OEG Investor, and the OEG Investor acquired, 30% of the equity interests of OEG for approximately $296.0 million (the “OEG Transaction”). The purchase price for the OEG Transaction may be increased by $30.0 million if OEG achieves certain financial objectives in 2023 or 2024.

We retained a controlling 70% equity interest in OEG and ~~will~~ continue to consolidate OEG and the other subsidiaries comprising our Entertainment segment in our consolidated financial statements. After the payment of transaction expenses, we used substantially all of the net proceeds from the OEG Transaction, together with the net proceeds we received from the OEG Term Loan (as defined below), to repay the ~~outstanding~~then-outstanding balance of our ~~existing~~former $300 million term loan A and to pay down substantially all borrowings then outstanding under our revolving credit facility.

Dividend Policy

In ~~connection with~~September 2022, our board of directors approved a dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the ~~OEG Transaction, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary~~board of ~~OEG, entered into a credit agreement (the “OEG Credit Agreement”) with JPMorgan Chase Bank, N.A.,~~directors’ future determinations as ~~administrative agent, that provides for (i) a senior secured term loan facility in an aggregate principal~~to the amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $65.0 million (the “OEG Revolver”). The OEG Term Loan matures on June 16, 2029any distributions and the ~~OEG Revolver matures on June 16, 2027.~~timing thereof. The ~~OEG Term Loan bears interest~~dividend policy may be altered at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 4.00% or (b) Adjusted Term SOFR plus 5.00% (all as specifically more described in the OEG Credit Agreement). The OEG Revolver bears interest at a rateany time by our board of

2624

Table of Contents

~~equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 3.75% or (b) Adjusted Term SOFR plus 4.75%, which shall be subject to reduction~~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 the applicable margin based upon OEG’s First Lien Leverage Ratio (all as specifically more described in the OEG Credit Agreement). The OEG Term Loan and OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its subsidiaries (other than Block 21 and Circle, as more specifically described in the OEG Credit Agreement). No revolving credit advances were made under the OEG Revolver at closing.

~~Block 21 Acquisition~~

~~On May 31, 2022,~~accordance with any policy we purchased Block 21 for a stated purchase price of $260 million, as subsequently adjusted to $255 million pursuant to the terms of the purchase agreement, which includes the assumption of approximately $136 million of existing mortgage debt. Block 21 is the home of the Austin City Limits Live at The Moody Theater (“ACL Live”), a 2,750-seat entertainment venue that serves as the filming location for the Austin City Limits television series. The Block 21 complex also includes the 251-room W Austin Hotel, the 3TEN at ACL Live club and approximately 53,000 square feet of other Class A commercial space. We funded the cash portion of the purchase price with cash on hand and borrowings under our revolving credit facility. Block 21 assets are reflected in our Entertainment segment as of May 31, 2022.

~~Gaylord Rockies Joint Venture~~

In May 2021, we purchased the remaining 35% ownership interest in the Gaylord Rockies joint venture. Prior to May 2021, we had a 65% ownership interest in the Gaylord Rockies joint venture, and our management concluded that the Company was the primary beneficiary of this previous variable interest entity (“VIE”). The financial position and results of operations of this previous VIE have been consolidated in the accompanying condensed consolidated financial statements included herein. We also purchased 130 acres of undeveloped land adjacent to Gaylord Rockies in May 2021.

~~Gaylord Palms Expansion~~

In April 2021, we completed a $158 million expansion of Gaylord Palms, which includes an additional 302 guest rooms and 96,000 square feet of meeting space, an expanded resort pool and events lawn, and a new multi-level parking structure.

~~Circle~~

In 2019, we acquired a 50% equity interest in Circle, and we have made $31.0 million in capital contributions through September 30, 2022. We intend to contribute up to an additional $2.0 million in the remainder of 2022 for working capital needs. Circle launched its broadcast network on January 1, 2020, with sixteen original shows and two major distribution partnerships. As of October 2022, Circle is available to more ~~than 70% of U.S. television households via over-the-air and cable television and is available through multiple online streaming services covering over 193~~ ~~million monthly average users.~~may adopt.

Our Long-Term Strategic Plan

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

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

Expansion of Hotel Asset Portfolio. Part of our long-term growth strategy includes acquisitions or developments of other hotels, particularly in the group meetings sector of the hospitality industry, either alone or through joint ventures or alliances with one or more third parties. We will consider attractive investment opportunities which meet our acquisition parameters, specifically, group-oriented large hotels and overflow hotels with existing or potential leisure appeal. We are

~~Table of Contents~~

generally interested in highly accessible upper-upscale or luxury assets with over 400 hotel rooms in urban and resort group destination markets. We also consider assets that possess significant meeting space or present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We ~~plan to~~are consistently considering acquisitions that would expand the geographic diversity of our existing asset ~~portfolio through acquisitions.~~portfolio. To this end, we purchased JW Marriott Hill Country in June 2023.

Continued Investment in Our Existing Properties. We continuously evaluate and invest in our current portfolio and consider enhancements or expansions as part of our long-term strategic plan. In 2021, we completed our $158 million expansion of Gaylord Palms, and we also completed our renovation of all of the guestrooms at Gaylord National. In 2022, we completed a re-concepting of the food and beverage options at Gaylord National and ~~have begun enhancements~~began a $98 million multi-year interior and exterior enhancement project at Gaylord Rockies to better position the property for our group customers.

Leverage Brand Name Awareness. We believe the Grand Ole Opry is one of the most recognized entertainment brands in the United States. We promote the Grand Ole Opry name through various media, including our WSM-AM radio station, the Internet and television, and through performances by the Grand Ole Opry’s members, many of whom are renowned country music artists. As such, we have alliances in place with multiple distribution partners in an effort to foster brand extension. We believe that licensing our brand for products may provide an opportunity to increase revenues and cash flow with relatively little capital investment. We are continuously exploring additional products, such as television specials and retail products, through which we can capitalize on our brand affinity and awareness. To this end, we have invested in six Ole Red locations, as well as Circle, ~~and~~ purchased Block ~~21.~~21, and in April 2023 announced a partnership with Luke Combs for an entertainment venue concept expected to be completed in 2024. Further, in 2022, we ~~recently~~ completed ~~the~~a strategic transaction to sell a minority interest in OEG ~~Transaction, which~~to an affiliate of Atairos and its strategic partner NBCUniversal, who we believe will be able to help us expand the distribution of our OEG brands.

Short-Term Capital Allocation. Our short-term capital allocation strategy is focused on returning capital to stockholders through the payment of dividends, in addition to investing in our assets and operations. ~~Due to the COVID-19 pandemic, we previously suspended our regular quarterly dividend payments. We reinstated our cash dividend in September 2022, and our interim~~Our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof.

Table of Contents

Our Operations

Our ongoing operations are organized into three principal business segments:

●

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

●

Entertainment, consisting of the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Block 21, our equity investment in Circle, and our other Nashville-based attractions.

●

Corporate and Other, consisting of our corporate expenses.

For the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, our total revenues were divided among these business segments as follows:


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
Segment	2022		2021		2022		2021		2023		2022		2023		2022
Hospitality	84	%	84	%	85	%	82	%	83	%	85	%	85	%	86	%
Entertainment	16	%	16	%	15	%	18	%	17	%	15	%	15	%	14	%
Corporate and Other	0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%

Key Performance Indicators

The operating results of our Hospitality segment are highly dependent on the volume of customers at our hotels and the quality of the customer mix at our hotels, which are managed by Marriott. 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

~~Table of Contents~~

performance indicators are commonly used in the hospitality industry and are used by management to evaluate hotel performance and allocate capital expenditures:

●

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

●

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

●

revenue per available room (“RevPAR”) – a summary measure of hotel results calculated by dividing room revenue by room nights available to guests for the period;

●

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

●

net definite group room nights booked – a volume indicator which represents the total number of definite group bookings for future room nights at our hotels confirmed during the applicable period, net of cancellations.

For the three months and nine months ended September 30, 2022 and 2021, the method of calculation of these indicators has not been changed as a result of the COVID-19 pandemic and the Gaylord National closure and is consistent with historical periods. As such, performance metrics include closed hotel room nights available.

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 in Consolidated Joint Venture, and

●

Funds From Operations (“FFO”) available to common ~~shareholders~~stockholders and unit holders and Adjusted FFO available to common ~~shareholders~~stockholders and ~~unitholders.~~unit holders.

Table of Contents

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

The closure and pandemic-constrained business levels of our Gaylord Hotels properties have resulted in the significant decrease in performance reflected in these key performance indicators and non-GAAP financial measures for the three months and nine months ended September 30, 2021, as compared to the current period and historical periods prior to 2020.

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

2927

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, ~~2022~~2023 and ~~2021.~~2022. 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								Unaudited								Unaudited
	Three Months Ended September 30,								Nine Months Ended September 30,								Three Months Ended June 30,								Six Months Ended June 30,
	2022		%		2021		%		2022		%		2021		%		2023		%		2022		%		2023		%		2022		%
REVENUES:
Rooms	$	154,940	33.1	%	$	113,192	36.9	%	$	418,039	33.8	%	$	203,391	36.2	%	$	168,492	33.4	%	$	161,506	34.3	%	$	329,743	33.1	%	$	263,099	34.2	%
Food and beverage		186,188	39.8	%		105,803	34.5	%		486,387	39.3	%		169,597	30.2	%		197,908	39.2	%		188,083	40.0	%		413,712	41.5	%		300,199	39.0	%
Other hotel revenue		49,474	10.6	%		38,858	12.7	%		149,089	12.1	%		90,355	16.1	%		51,285	10.2	%		52,213	11.1	%		98,669	9.9	%		99,615	12.9	%
Entertainment		77,153	16.5	%		49,053	16.0	%		183,579	14.8	%		98,599	17.5	%		87,158	17.3	%		68,402	14.5	%		154,438	15.5	%		106,426	13.8	%
Total revenues		467,755	100.0	%		306,906	100.0	%		1,237,094	100.0	%		561,942	100.0	%		504,843	100.0	%		470,204	100.0	%		996,562	100.0	%		769,339	100.0	%
OPERATING EXPENSES:
Rooms		41,366	8.8	%		30,802	10.0	%		112,740	9.1	%		55,318	9.8	%		40,272	8.0	%		41,238	8.8	%		82,331	8.3	%		71,374	9.3	%
Food and beverage		103,221	22.1	%		65,205	21.2	%		272,039	22.0	%		118,282	21.0	%		107,026	21.2	%		97,489	20.7	%		222,207	22.3	%		168,818	21.9	%
Other hotel expenses		103,321	22.1	%		80,203	26.1	%		289,248	23.4	%		196,125	34.9	%		104,590	20.7	%		99,284	21.1	%		207,649	20.8	%		185,927	24.2	%
Hotel management fees, net		11,276	2.4	%		4,907	1.6	%		27,542	2.2	%		7,809	1.4	%		15,418	3.1	%		11,202	2.4	%		30,613	3.1	%		16,266	2.1	%
Entertainment		54,148	11.6	%		33,467	10.9	%		131,549	10.6	%		77,797	13.8	%		57,088	11.3	%		45,670	9.7	%		108,522	10.9	%		77,401	10.1	%
Corporate		9,449	2.0	%		10,416	3.4	%		31,423	2.5	%		26,922	4.8	%		9,885	2.0	%		12,417	2.6	%		20,479	2.1	%		21,974	2.9	%
Preopening costs		—	—	%		118	0.0	%		525	0.0	%		734	0.1	%		67	0.0	%		221	0.0	%		257	0.0	%		525	0.1	%
Gain (loss) on sale of assets		—	—	%		—	—	%		469	0.0	%		(317)	(0.1)	%
Loss on sale of assets																		—	—	%		—	—	%		—	—	%		469	0.1	%
Depreciation and amortization:
Hospitality		42,517	9.1	%		52,020	16.9	%		146,804	11.9	%		151,655	27.0	%		42,646	8.4	%		52,016	11.1	%		85,521	8.6	%		104,287	13.6	%
Entertainment		5,249	1.1	%		3,506	1.1	%		13,293	1.1	%		10,728	1.9	%		5,402	1.1	%		4,492	1.0	%		10,667	1.1	%		8,044	1.0	%
Corporate and Other		203	0.0	%		567	0.2	%		615	0.0	%		1,698	0.3	%		209	0.0	%		207	0.0	%		426	0.0	%		412	0.1	%
Total depreciation and amortization		47,969	10.3	%		56,093	18.3	%		160,712	13.0	%		164,081	29.2	%		48,257	9.6	%		56,715	12.1	%		96,614	9.7	%		112,743	14.7	%
Total operating expenses		370,750	79.3	%		281,211	91.6	%		1,026,247	83.0	%		646,751	115.1	%		382,603	75.8	%		364,236	77.5	%		768,672	77.1	%		655,497	85.2	%
OPERATING INCOME (LOSS):
Hospitality		88,901	22.8	%		24,716	9.6	%		205,142	19.5	%		(65,846)	(14.2)	%		107,733	25.8	%		100,573	25.0	%		213,803	25.4	%		116,241	17.5	%
Entertainment		17,756	23.0	%		12,080	24.6	%		38,737	21.1	%		10,074	10.2	%		24,668	28.3	%		18,240	26.7	%		35,249	22.8	%		20,981	19.7	%
Corporate and Other		(9,652)	(A)			(10,983)	(A)			(32,038)	(A)			(28,620)	(A)			(10,094)	(A)			(12,624)	(A)			(20,905)	(A)			(22,386)	(A)
Preopening costs		—	—	%		(118)	(0.0)	%		(525)	(0.0)	%		(734)	(0.1)	%		(67)	(0.0)	%		(221)	(0.0)	%		(257)	(0.0)	%		(525)	(0.1)	%
Gain (loss) on sale of assets		—	—	%		—	—	%		(469)	(0.0)	%		317	0.1	%
Total operating income (loss)		97,005	20.7	%		25,695	8.4	%		210,847	17.0	%		(84,809)	(15.1)	%
Loss on sale of assets																		—	—	%		—	—	%		—	—	%		(469)	(0.1)	%
Total operating income																		122,240	24.2	%		105,968	22.5	%		227,890	22.9	%		113,842	14.8	%
Interest expense		(40,092)	(A)			(32,413)	(A)			(105,987)	(A)			(93,056)	(A)			(49,179)	(A)			(33,958)	(A)			(91,707)	(A)			(65,895)	(A)
Interest income		1,378	(A)			1,433	(A)			4,138	(A)			4,254	(A)			5,318	(A)			1,379	(A)			7,865	(A)			2,760	(A)
Loss on extinguishment of debt		—	(A)			—	(A)			(1,547)	(A)			(2,949)	(A)			(2,252)	(A)			(1,547)	(A)			(2,252)	(A)			(1,547)	(A)
Loss from unconsolidated joint ventures		(2,720)	(A)			(2,312)	(A)			(8,348)	(A)			(5,831)	(A)			(2,153)	(A)			(3,001)	(A)			(4,959)	(A)			(5,628)	(A)
Other gains and (losses), net		2,058	(A)			53	(A)			2,222	(A)			254	(A)			(287)	(A)			(283)	(A)			(523)	(A)			164	(A)
Provision for income taxes		(10,178)	(A)			(1,063)	(A)			(27,747)	(A)			(6,640)	(A)			(3,544)	(A)			(17,634)	(A)			(5,177)	(A)			(17,569)	(A)
Net income (loss)		47,451	(A)			(8,607)	(A)			73,578	(A)			(188,777)	(A)
Net (income) loss attributable to noncontrolling interest in consolidated joint venture		(1,887)	(A)			—	(A)			(2,167)	(A)			16,501	(A)
Net (income) loss attributable to noncontrolling interest in the Operating Partnership		(323)	(A)			61	(A)			(507)	(A)			1,290	(A)
Net income (loss) available to common stockholders	$	45,241	(A)		$	(8,546)	(A)		$	70,904	(A)		$	(170,986)	(A)
Net income																		70,143	(A)			50,924	(A)			131,137	(A)			26,127	(A)
Net income attributable to noncontrolling interest in consolidated joint venture																		(3,134)	(A)			(280)	(A)			(2,371)	(A)			(280)	(A)
Net income attributable to noncontrolling interest in the Operating Partnership																		(466)	(A)			(360)	(A)			(903)	(A)			(184)	(A)
Net income available to common stockholders																	$	66,543	(A)		$	50,284	(A)		$	127,863	(A)		$	25,663	(A)

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

3028

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, ~~2022~~2023 and ~~2021~~2022 (in thousands, except percentages and per share data):


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
					%						%						%						%
	2022		2021		Change		2022		2021		Change		2023		2022		Change		2023		2022		Change
Total revenues	$	467,755	$	306,906	52.4	%	$	1,237,094	$	561,942	120.1	%	$	504,843	$	470,204	7.4	%	$	996,562	$	769,339	29.5	%
Total operating expenses		370,750		281,211	31.8	%		1,026,247		646,751	58.7	%		382,603		364,236	5.0	%		768,672		655,497	17.3	%
Operating income (loss)		97,005		25,695	277.5	%		210,847		(84,809)	348.6	%
Net income (loss)		47,451		(8,607)	651.3	%		73,578		(188,777)	139.0	%
Net income (loss) available to common stockholders		45,241		(8,546)	629.4	%		70,904		(170,986)	141.5	%
Net income (loss) available to common stockholders per share - diluted		0.79		(0.16)	593.8	%		1.28		(3.11)	141.2	%
Operating income														122,240		105,968	15.4	%		227,890		113,842	100.2	%
Net income														70,143		50,924	37.7	%		131,137		26,127	401.9	%
Net income available to common stockholders														66,543		50,284	32.3	%		127,863		25,663	398.2	%
Net income available to common stockholders per share - diluted														1.15		0.91	26.4	%		2.17		0.46	371.7	%

Total Revenues

The increase in our total revenues for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to the same period in ~~2021,~~2022, is attributable to increases in our Hospitality segment and Entertainment segment of ~~$132.7~~$15.9 million and ~~$28.1~~$18.8 million, ~~respectively.~~respectively, as presented in the tables below. The increase in our total revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the same period in ~~2021,~~2022, is attributable to increases in our Hospitality segment and Entertainment segment of ~~$590.2~~$179.2 million and ~~$85.0~~$48.0 million, ~~respectively.~~respectively, as presented in the tables below.

Total Operating Expenses

The increase in our total operating expenses for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to the same period in ~~2021,~~2022, is primarily the result of increases in our Hospitality segment and Entertainment segment of ~~$78.1~~$18.1 million and ~~$20.7~~$11.4 million, ~~respectively.~~respectively, partially offset by a decrease in depreciation expense of $8.5 million, as presented in the tables below. The increase in our total operating expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the same period in ~~2021,~~2022, is primarily the result of increases in our Hospitality segment and Entertainment segment of ~~$324.0~~$100.4 million and ~~$53.8~~$31.1 million, ~~respectively.~~respectively, partially offset by a decrease in depreciation expense of $16.1 million, as presented in the tables below.

Net Income ~~(Loss)~~

Our net income of ~~$47.5~~$70.1 million for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to a net ~~loss~~income of ~~$8.6~~$50.9 million for the same period in ~~2021,~~2022, 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 ~~$9.1~~$15.2 million increase in ~~provision for income taxes~~interest expense in the 2023 period, as compared to the 2022 period.

●

A ~~$7.7~~$14.1 million ~~increase~~decrease in ~~interest expense~~the provision for income taxes in the 2023 period, as compared to the 2022 period.

Our net income of ~~$73.6~~$131.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to a net ~~loss~~income of ~~$188.8~~$26.1 million for the same period in ~~2021,~~2022, 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 ~~$21.1~~$25.8 million increase in ~~provision for income taxes~~interest expense in the 2023 period, as compared to the 2022 period.

●

A ~~$12.9~~$12.4 million ~~increase~~decrease in ~~interest expense~~the provision for income taxes in the 2023 period, as compared to the 2022 period.

3129

Table of Contents

Factors and Trends Contributing to Performance and Current Environment

Important factors and trends contributing to our performance during the three months ended June 30, 2023, compared to the three months ended June 30, 2022, were:

●

Hotel ADR of $244.77 in the 2023 period, an increase of 4.4% over the 2022 period.

●

An increase in group rooms traveled in the 2023 period of 3.6% over the 2022 period.

●

A decrease in cancelled room nights at our hotels of 20.6% in the 2023 period, as compared to the 2022 period.

●

An increase in Entertainment revenue of 27.4% in the 2023 period, as compared to the 2022 period, primarily attributable to the addition of Block 21, as well as a revenue increase at the Grand Ole Opry as a result of increased attendance. Excluding the addition of Block 21, Entertainment revenue increased 10.7% in the 2023 period, as compared to the 2022 period.

Important factors and trends contributing to our performance during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, which was partially impacted by the Omicron variant of COVID-19, were:

●

Hotel occupancy of 72.5% and ADR of $241.38 in the 2023 period, an increase of 12.4 points of occupancy and 3.9%, respectively, over the 2022 period.

●

An increase of 28.2% in outside-the-room spend at our hotels in the 2023 period, as compared to the 2022 period, with group catering revenue particularly strong.

●

A decrease in cancelled room nights at our hotels of 53.6% in the 2023 period, as compared to the 2022 period, and a decrease in group attrition at our hotels from 23.9% in the 2022 period to 15.9% in the 2023 period.

●

An increase in Entertainment revenue of 45.1% in the 2023 period, as compared to the 2022 period, primarily attributable to the addition of Block 21, as well as revenue increases throughout our other OEG businesses as a result of increased attendance or volume, as applicable. Excluding the addition of Block 21, Entertainment revenue increased 19.3% in the 2023 period, as compared to the 2022 period.

Important factors and trends for the three and six months ended, and as of, June 30, 2023 include:

●

Group room nights on the books for all future years at our hotels at June 30, 2023 are in line with those on the books at the same point in 2022. In addition, the ADR on those group nights on the books at June 30, 2023 is 5.2% higher than the same point in 2022.

●

A decrease in attrition and cancellation fee collections in the 2023 periods of $5.1 million and $15.0 million, respectively, as compared to the prior year periods, as cancellations and the related fee collections continue to decline. As these collections have no direct associated expenses, this decrease has had a negative impact on operating income as a percentage of revenue, or margin.

●

The improved performance noted above has mitigated increasing costs in the current inflationary environment, which include increased wages and interest rates, which drove higher interest expense on our higher debt levels.

Table of Contents

Operating Results – Detailed Segment Financial Information

Hospitality Segment

Total Segment Results. Increased labor costs and broad inflationary pressures continue to impact the economy, our businesses and our customers. However, increased occupancy, increased ADR from both group and transient guests, and increased outside the room spending from group customers, partially resulting from the investments that we have made into our businesses throughout the COVID-19 pandemic, have mitigated the effects of increased costs in the current inflationary environment on our results of operations and our financial position.

The following presents the financial results of our Hospitality segment for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended								Three Months Ended								Six Months Ended
	September 30,								September 30,								June 30,								June 30,
							%								%								%								%
	2022			2021			Change		2022			2021			Change		2023			2022			Change		2023			2022			Change
Revenues:
Rooms	$	154,940		$	113,192		36.9	%	$	418,039		$	203,391		105.5	%	$	168,492		$	161,506		4.3	%	$	329,743		$	263,099		25.3	%
Food and beverage		186,188			105,803		76.0	%		486,387			169,597		186.8	%		197,908			188,083		5.2	%		413,712			300,199		37.8	%
Other hotel revenue		49,474			38,858		27.3	%		149,089			90,355		65.0	%		51,285			52,213		(1.8)	%		98,669			99,615		(0.9)	%
Total hospitality revenue		390,602			257,853		51.5	%		1,053,515			463,343		127.4	%		417,685			401,802		4.0	%		842,124			662,913		27.0	%
Hospitality operating expenses:
Rooms		41,366			30,802		34.3	%		112,740			55,318		103.8	%		40,272			41,238		(2.3)	%		82,331			71,374		15.4	%
Food and beverage		103,221			65,205		58.3	%		272,039			118,282		130.0	%		107,026			97,489		9.8	%		222,207			168,818		31.6	%
Other hotel expenses		103,321			80,203		28.8	%		289,248			196,125		47.5	%		104,590			99,284		5.3	%		207,649			185,927		11.7	%
Management fees, net		11,276			4,907		129.8	%		27,542			7,809		252.7	%		15,418			11,202		37.6	%		30,613			16,266		88.2	%
Depreciation and amortization		42,517			52,020		(18.3)	%		146,804			151,655		(3.2)	%		42,646			52,016		(18.0)	%		85,521			104,287		(18.0)	%
Total Hospitality operating expenses		301,701			233,137		29.4	%		848,373			529,189		60.3	%		309,952			301,229		2.9	%		628,321			546,672		14.9	%
Hospitality operating income (loss) (1)	$	88,901		$	24,716		259.7	%	$	205,142		$	(65,846)		411.5	%
Hospitality performance metrics (2):
Hospitality operating income																	$	107,733		$	100,573		7.1	%	$	213,803		$	116,241		83.9	%
Hospitality performance metrics:
Occupancy		71.5	%		54.5	%	17.0	pts		63.9	%		34.9	%	29.0	pts		72.7	%		72.7	%	0.0	pts		72.5	%		60.1	%	12.4	pts
ADR	$	226.20		$	216.79		4.3	%	$	230.07		$	208.02		10.6	%	$	244.77		$	234.50		4.4	%	$	241.38		$	232.41		3.9	%
RevPAR ~~(3)~~(1)	$	161.75		$	118.17		36.9	%	$	147.07		$	72.65		102.4	%	$	177.83		$	170.46		4.3	%	$	174.97		$	139.61		25.3	%
Total RevPAR ~~(4)~~(2)	$	407.77		$	269.19		51.5	%	$	370.63		$	165.51		123.9	%	$	440.12		$	424.07		3.8	%	$	446.49		$	351.76		26.9	%
Net Definite Group Room Nights Booked ~~(5)~~(3)		416,128			134,717		208.9	%		994,838			472,548		110.5	%		450,269			413,042		9.0	%		700,587			578,710		21.1	%

(1)

Hospitality segment operating loss does not include preopening costs of $0.1 million and $0.7 million in the three months and nine months ended September 30, 2021, respectively. Hospitality segment operating loss also does not include gain on sale of assets of $0.3 million in the nine months ended September 30, 2021. See discussion of these items below.

~~(2)~~

~~Hospitality segment metrics include the addition of 302 additional guest rooms at Gaylord Palms beginning in June 2021.~~

~~(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.

~~(4)~~(2)

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

~~(5)~~(3)

Net definite group room nights booked includes approximately ~~93,000~~57,000 and ~~207,000~~72,000 group room cancellations in the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~343,000~~approximately 116,000 and ~~696,000~~250,000 group room cancellations in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The increase in total Hospitality segment revenue in the three months ended June 30, 2023, as compared to the same period in 2022, is primarily due to increases of $5.5 million, $5.0 million, $4.8 million and $3.8 million at Gaylord Palms, Gaylord Opryland, Gaylord National and Gaylord Texan, respectively, partially offset by a decrease of $3.6 million at Gaylord Rockies, as presented in the tables below.

The increase in total Hospitality segment revenue in the six months ended June 30, 2023, as compared to the same period in 2022, is primarily due to increases of $45.0 million, $43.3 million, $33.6 million, $30.2 million and $25.6 million at Gaylord National, Gaylord Opryland, Gaylord Texan, Gaylord Palms and Gaylord Rockies, respectively, as presented in the tables below.

Total Hospitality segment revenues in the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 include ~~$10.0~~$10.3 million and ~~$45.0~~$20.0 million, respectively, in attrition and cancellation fee revenue, a decrease of ~~$0.2~~$5.1 million and an$15.0 million, respectively, in attrition and cancellation fees from the 2022 periods, as cancellations and the related fee collections continue to decline.

3231

Table of Contents

~~increase of $17.1 million, respectively, from the 2021 periods. Since the beginning of 2020, we have recorded $126.3 million in attrition and cancellation fee revenue.~~

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				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Group	73	%	59	%	72	%	46	%	77	%	74	%	78	%	71	%
Transient	27	%	41	%	28	%	54	%	23	%	26	%	22	%	29	%

Rooms expenses decreased slightly in the three months ended June 30, 2023, as compared to the same period in 2022. The increase in rooms expenses in the six months ended June 30, 2023, as compared to the same period in 2022, is primarily due to increases of $4.0 million, $2.4 million and $1.9 million at Gaylord National, Gaylord Palms and Gaylord Rockies, respectively, as presented in the tables below.

The increase in food and beverage expenses in the three months ended June 30, 2023, as compared to the same period in 2022, is primarily due to increases of $3.0 million, $2.5 million and $1.8 million, at Gaylord National, Gaylord Palms and Gaylord Opryland, respectively, as presented in the tables below.

The increase in food and beverage expenses in the six months ended June 30, 2023, as compared to the same period in 2022, is primarily due to increases of $13.1 million, $10.9 million, $10.7 million, $9.6 million and $8.9 million at Gaylord National, Gaylord Opryland, Gaylord Texan, Gaylord Palms and Gaylord Rockies, respectively, as presented in the tables below.

Other hotel expenses for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 consist of the following (in thousands):


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
					%						%						%						%
	2022		2021		Change		2022		2021		Change		2023		2022		Change		2023		2022		Change
Administrative employment costs	$	38,764	$	29,991	29.3	%	$	109,580	$	66,370	65.1	%	$	38,918	$	37,604	3.5	%	$	78,676	$	70,816	11.1	%
Utilities		10,653		7,884	35.1	%		27,890		20,035	39.2	%		9,307		9,690	(4.0)	%		18,667		17,237	8.3	%
Property taxes		8,377		8,817	(5.0)	%		27,397		25,996	5.4	%		8,954		9,549	(6.2)	%		18,043		19,020	(5.1)	%
Other		45,527		33,511	35.9	%		124,381		83,724	48.6	%		47,411		42,441	11.7	%		92,263		78,854	17.0	%
Total other hotel expenses	$	103,321	$	80,203	28.8	%	$	289,248	$	196,125	47.5	%	$	104,590	$	99,284	5.3	%	$	207,649	$	185,927	11.7	%

Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security. Administrative employment costs increased during the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the same periods in ~~2021,~~2022, primarily due to increases at Gaylord Opryland and Gaylord National associated with increased business levels. Utility costs decreased during the three months ended June 30, 2023, as compared to the same period in 2022, primarily due to a decrease at Gaylord Rockies associated with decreased usage. Utility costs increased during the six months ended June 30, 2023, as compared to the same period in 2022, primarily due to an increase at Gaylord National, which reopened on July 1, 2021, as well as increases at each of our other Gaylord Hotels properties associated with increased business levels. Utility costs increased during the three months and nine months ended September 30, 2022, as compared to the same periods in 2021, primarily due to an increase at Gaylord National, which reopened on July 1, 2021, as well as increases at our other Gaylord Hotels propertiesOpryland associated with increased usage. Property taxes decreased ~~slightly~~ during the three ~~months~~ and ~~increased during the nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the ~~2021 periods. The increase in the nine month period is~~ 2022 periods, primarily due to ~~an increase~~a decrease at Gaylord ~~Palms as~~National due to a ~~result~~settlement of ~~increased property taxes related to the 2021 expansion.~~an appeal from prior tax years. Other expenses, which include supplies, advertising, maintenance costs and consulting costs, increased during the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the same periods in ~~2021,~~2022, primarily as a result of various increases at each of our Gaylord Hotels properties.

Each of our management agreements with Marriott ~~for our Gaylord Hotels properties, excluding Gaylord Rockies,~~ requires us to pay Marriott a base management fee ~~of approximately 2% of~~based on the gross revenues from the applicable property for each fiscal year or portion thereof. ~~Additionally, an incentive management fee is based on the profitability of~~The applicable percentage for our Gaylord Hotels properties, excluding Gaylord Rockies, ~~calculated on a pooled basis. The Gaylord Rockies’s management agreement with Marriott requires~~is approximately 2% of gross revenues, Gaylord Rockies ~~to pay a base management fee of~~is approximately 3% of gross revenues, ~~for each fiscal year or portion thereof, as well as~~and JW Marriott Hill Country is approximately 3.5% of gross revenues. Additionally, we pay Marriott an incentive management fee based on the profitability of ~~the hotel.~~our hotels. In the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we incurred ~~$8.6~~$9.2 million and ~~$5.7~~$9.0 million, respectively, and in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we incurred ~~$23.2~~$18.4 million and ~~$10.1~~$14.6 million, respectively, related to base management fees for our Hospitality segment.

Table of Contents

In the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we incurred ~~$3.4~~$7.0 million and ~~$0,~~$3.0 million, respectively, and in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we incurred ~~$6.6~~$13.8 million and ~~$0,~~$3.2 million, respectively, related to incentive management fees for our Hospitality segment. Management fees are presented throughout this Quarterly Report on Form 10-Q net of the amortization of the deferred management rights proceeds discussed in Note 10, “Deferred Management Rights Proceeds,” to the accompanying condensed consolidated financial statements included herein.

~~Table of Contents~~

Total Hospitality segment depreciation and amortization expense decreased in the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the same ~~period~~periods in ~~2021,~~2022, primarily as a result of the intangible asset associated with advanced bookings at Gaylord Rockies when we purchased an additional interest in Gaylord Rockies in 2018 becoming fully amortized during 2022. ~~This decrease was partially offset by the expansion of Gaylord Palms and the rooms renovation at Gaylord National and the associated increase in depreciable asset levels.~~

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, ~~2022~~2023 and 2021. The Gaylord Hotels properties experienced higher levels of attrition and cancellations and lower occupancy levels, which are directly related to the COVID-19 pandemic, in the three months and nine months ended September 30, 2021. Therefore, the property-level financial results for the three months and nine months ended September 30, 2021 are not comparable to historical periods or the 2022 periods. Total revenue at each of our Gaylord Hotels properties was lower than that of historical periods for the three months and nine months ended September 30, 2021 due to the COVID-19 pandemic. Operating costs at each of our Gaylord Hotels properties were lower for the three months and nine months ended September 30, 2021 as a result of cost containment initiatives and lower variable costs due to lower occupancies due to the COVID-19 pandemic.2022.

Gaylord Opryland Results. The results of Gaylord Opryland for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended								Three Months Ended								Six Months Ended
	September 30,								September 30,								June 30,								June 30,
							%								%								%								%
	2022			2021			Change		2022			2021			Change		2023			2022			Change		2023			2022			Change
Revenues:
Rooms	$	45,960		$	34,767		32.2	%	$	122,491		$	67,573		81.3	%	$	47,142		$	46,125		2.2	%	$	92,473		$	76,531		20.8	%
Food and beverage		42,245			27,742		52.3	%		111,753			45,648		144.8	%		45,206			42,469		6.4	%		95,303			69,508		37.1	%
Other hotel revenue		18,614			12,974		43.5	%		51,591			29,023		77.8	%		18,127			16,903		7.2	%		34,505			32,977		4.6	%
Total revenue		106,819			75,483		41.5	%		285,835			142,244		100.9	%		110,475			105,497		4.7	%		222,281			179,016		24.2	%
Operating expenses:
Rooms		10,996			8,649		27.1	%		30,699			16,845		82.2	%		10,270			11,461		(10.4)	%		20,630			19,703		4.7	%
Food and beverage		23,229			14,777		57.2	%		61,814			29,372		110.5	%		23,521			21,672		8.5	%		49,510			38,585		28.3	%
Other hotel expenses		30,608			22,785		34.3	%		81,782			57,642		41.9	%		30,726			28,324		8.5	%		60,616			51,174		18.5	%
Management fees, net		3,824			1,251		205.7	%		8,806			2,093		320.7	%		5,435			3,612		50.5	%		10,753			4,982		115.8	%
Depreciation and amortization		8,674			8,507		2.0	%		25,820			25,644		0.7	%		8,512			8,557		(0.5)	%		17,066			17,146		(0.5)	%
Total operating expenses ~~(1)~~		77,331			55,969		38.2	%		208,921			131,596		58.8	%		78,464			73,626		6.6	%		158,575			131,590		20.5	%
Performance metrics:
Occupancy		73.0	%		56.3	%	16.7	pts		65.7	%		38.4	%	27.3	pts		71.2	%		75.1	%	(3.9)	pts		71.9	%		62.0	%	9.9	pts
ADR	$	236.83		$	232.49		1.9	%	$	236.35		$	223.24		5.9	%	$	252.01		$	233.68		7.8	%	$	246.07		$	236.06		4.2	%
RevPAR	$	172.98		$	130.85		32.2	%	$	155.36		$	85.71		81.3	%	$	179.38		$	175.51		2.2	%	$	176.90		$	146.41		20.8	%
Total RevPAR	$	402.04		$	284.10		41.5	%	$	362.54		$	180.42		100.9	%	$	420.36		$	401.42		4.7	%	$	425.23		$	342.46		24.2	%

Table of Contents

~~(1)~~

~~Gaylord Opryland operating expenses do not include a gain on sale of assets of $0.3 million in the nine months ended September 30, 2021.~~

Gaylord Palms Results. The results of Gaylord Palms for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Six Months Ended
	June 30,								June 30,
							%								%
	2023			2022			Change		2023			2022			Change
Revenues:
Rooms	$	28,856		$	27,012		6.8	%	$	60,520		$	49,024		23.4	%
Food and beverage		36,852			32,046		15.0	%		80,634			59,442		35.7	%
Other hotel revenue		8,121			9,231		(12.0)	%		17,221			19,671		(12.5)	%
Total revenue		73,829			68,289		8.1	%		158,375			128,137		23.6	%
Operating expenses:
Rooms		6,123			5,556		10.2	%		12,435			10,047		23.8	%
Food and beverage		19,299			16,823		14.7	%		40,487			30,862		31.2	%
Other hotel expenses		21,650			20,317		6.6	%		42,356			39,135		8.2	%
Management fees, net		2,892			1,809		59.9	%		5,988			2,899		106.6	%
Depreciation and amortization		5,543			5,566		(0.4)	%		11,153			11,118		0.3	%
Total operating expenses		55,507			50,071		10.9	%		112,419			94,061		19.5	%
Performance metrics:
Occupancy		75.8	%		74.6	%	1.2	pts		77.6	%		65.1	%	12.5	pts
ADR	$	243.55		$	231.53		5.2	%	$	250.74		$	241.99		3.6	%
RevPAR	$	184.58		$	172.78		6.8	%	$	194.62		$	157.65		23.5	%
Total RevPAR	$	472.24		$	436.80		8.1	%	$	509.31		$	412.07		23.6	%

Gaylord Texan Results. The results of Gaylord Texan for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Six Months Ended
	June 30,								June 30,
							%								%
	2023			2022			Change		2023			2022			Change
Revenues:
Rooms	$	29,133		$	28,350		2.8	%	$	58,177		$	49,258		18.1	%
Food and beverage		42,966			38,979		10.2	%		92,308			65,129		41.7	%
Other hotel revenue		9,380			10,336		(9.2)	%		17,392			19,914		(12.7)	%
Total revenue		81,479			77,665		4.9	%		167,877			134,301		25.0	%
Operating expenses:
Rooms		6,345			6,401		(0.9)	%		12,747			11,361		12.2	%
Food and beverage		21,722			20,174		7.7	%		46,272			35,605		30.0	%
Other hotel expenses		18,017			17,533		2.8	%		36,261			33,160		9.4	%
Management fees, net		3,572			2,081		71.6	%		6,920			3,085		124.3	%
Depreciation and amortization		5,718			5,742		(0.4)	%		11,484			12,440		(7.7)	%
Total operating expenses		55,374			51,931		6.6	%		113,684			95,651		18.9	%
Performance metrics:
Occupancy		75.1	%		74.3	%	0.8	pts		76.1	%		66.1	%	10.0	pts
ADR	$	234.86		$	231.22		1.6	%	$	232.83		$	226.94		2.6	%
RevPAR	$	176.49		$	171.74		2.8	%	$	177.19		$	150.02		18.1	%
Total RevPAR	$	493.59		$	470.48		4.9	%	$	511.30		$	409.04		25.0	%

Table of Contents

Gaylord ~~Palms~~National Results. ~~Gaylord Palms results include 302 expansion rooms beginning in June 2021.~~ The results of Gaylord ~~Palms~~National for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Nine Months Ended

September 30,

September 30,

%

%


2022

2021

Change


2022

2021

Change


Revenues:













Rooms

$
21,982

$
14,223

54.6
%

$
71,006

$
34,812

104.0
%

Food and beverage

30,803

15,181

102.9
%

90,245

31,955

182.4
%

Other hotel revenue

7,731

5,072

52.4
%

27,402

15,528

76.5
%

Total revenue

60,516

34,476

75.5
%

188,653

82,295

129.2
%

Operating expenses:













Rooms

5,480

3,557

54.1
%

15,527

8,211

89.1
%

Food and beverage

17,607

9,977

76.5
%

48,469

21,660

123.8
%

Other hotel expenses

20,403

15,305

33.3
%

59,538

39,699

50.0
%

Management fees, net

1,889

546

246.0
%

4,788

1,230

289.3
%

Depreciation and amortization

5,526

5,852

(5.6)
%

16,644

15,278

8.9
%

Total operating expenses (1)

50,905

35,237

44.5
%

144,966

86,078

68.4
%

Performance metrics:













Occupancy

65.2
%

44.7
%
20.5
pts

65.2
%

41.1
%
24.1
pts

ADR

$
213.17

$
201.18

6.0
%

$
232.26

$
198.85

16.8
%

RevPAR

$
139.08

$
89.99

54.6
%

$
151.39

$
81.71

85.3
%

Total RevPAR

$
382.88

$
218.13

75.5
%

$
402.23

$
193.15

108.2
%

~~(1)~~

~~Gaylord Palms operating expenses do not include preopening costs of $0.1 million and $0.7 million in the three months and nine months ended September 30, 2021. See discussion of this item below.~~

~~Gaylord Texan Results.~~ ~~The results of Gaylord Texan for the three months and nine months ended September 30, 2022 and 2021 are as follows (in thousands, except percentages and performance metrics):~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

%

%


2022

2021

Change


2022

2021

Change


Revenues:













Rooms

$
26,808

$
24,045

11.5
%

$
76,066

$
45,735

66.3
%

Food and beverage

34,803

24,848

40.1
%

99,932

42,970

132.6
%

Other hotel revenue

9,123

7,148

27.6
%

29,037

19,763

46.9
%

Total revenue

70,734

56,041

26.2
%

205,035

108,468

89.0
%

Operating expenses:











Rooms

6,530

5,205

25.5
%

17,891

10,348

72.9
%

Food and beverage

19,780

15,569

27.0
%

55,385

29,446

88.1
%

Other hotel expenses

17,932

15,551

15.3
%

51,092

37,346

36.8
%

Management fees, net

1,915

930

105.9
%

5,000

1,622

208.3
%

Depreciation and amortization

5,704

6,146

(7.2)
%

18,144

18,569

(2.3)
%

Total operating expenses

51,861

43,401

19.5
%

147,512

97,331

51.6
%

Performance metrics:













Occupancy

70.6
%

66.9
%
3.7
pts

67.6
%

44.6
%
23.0
pts

ADR

$
227.40

$
215.42

5.6
%

$
227.10

$
207.21

9.6
%

RevPAR

$
160.63

$
144.08

11.5
%

$
153.60

$
92.35

66.3
%

Total RevPAR

$
423.84

$
335.80

26.2
%

$
414.03

$
219.03

89.0
%

~~Table of Contents~~

~~Gaylord National Results.~~ Gaylord National was closed from late March 2020 and reopened July 1, 2021. The results of Gaylord National for the three months and nine months ended September 30, 2022 and 2021 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended								Three Months Ended								Six Months Ended
	September 30,								September 30,								June 30,								June 30,
							%								%								%								%
	2022			2021			Change		2022			2021			Change		2023			2022			Change		2023			2022			Change
Revenues:
Rooms	$	26,462		$	16,990		55.8	%	$	69,743		$	16,990		310.5	%	$	30,996		$	29,317		5.7	%	$	59,995		$	43,281		38.6	%
Food and beverage		36,402			15,186		139.7	%		87,271			15,243		472.5	%		38,342			36,316		5.6	%		74,960			50,869		47.4	%
Other hotel revenue		6,061			3,832		58.2	%		16,721			7,343		127.7	%		7,676			6,590		16.5	%		14,831			10,660		39.1	%
Total revenue		68,925			36,008		91.4	%		173,735			39,576		339.0	%		77,014			72,223		6.6	%		149,786			104,810		42.9	%
Operating expenses:
Rooms		10,065			7,680		31.1	%		27,547			8,715		216.1	%		9,912			10,132		(2.2)	%		21,471			17,482		22.8	%
Food and beverage		19,907			11,270		76.6	%		51,322			12,858		299.1	%		21,991			18,955		16.0	%		44,494			31,415		41.6	%
Other hotel expenses		20,465			16,879		21.2	%		56,138			33,693		66.6	%		20,590			20,210		1.9	%		41,697			35,673		16.9	%
Management fees, net		1,176			507		132.0	%		2,868			173		1,557.8	%		1,338			1,242		7.7	%		2,592			1,692		53.2	%
Depreciation and amortization		8,268			8,206		0.8	%		25,267			22,245		13.6	%		8,257			8,860		(6.8)	%		16,551			16,999		(2.6)	%
Total operating expenses		59,881			44,542		34.4	%		163,142			77,684		110.0	%		62,088			59,399		4.5	%		126,805			103,261		22.8	%
Performance metrics:
Occupancy		65.4	%		44.1	%	21.3	pts		55.1	%		14.9	%	40.2	pts		67.8	%		64.2	%	3.6	pts		67.6	%		49.9	%	17.7	pts
ADR	$	220.25		$	209.77		5.0	%	$	232.23		$	209.77		10.7	%	$	251.80		$	251.45		0.1	%	$	245.80		$	240.22		2.3	%
RevPAR	$	144.11		$	92.52		55.8	%	$	127.99		$	31.18		310.5	%	$	170.65		$	161.40		5.7	%	$	166.06		$	119.80		38.6	%
Total RevPAR	$	375.35		$	196.09		91.4	%	$	318.83		$	72.63		339.0	%	$	424.00		$	397.62		6.6	%	$	414.60		$	290.11		42.9	%

Gaylord Rockies Results. The results of Gaylord Rockies for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended								Three Months Ended								Six Months Ended
	September 30, 2022								September 30,								June 30, 2023								June 30,
							%								%								%								%
	2022			2021			Change		2022			2021			Change		2023			2022			Change		2023			2022			Change
Revenues:
Rooms	$	28,536		$	19,209		48.6	%	$	64,478		$	30,343		112.5	%	$	26,340		$	24,648		6.9	%	$	48,355		$	35,942		34.5	%
Food and beverage		40,956			22,229		84.2	%		94,484			32,640		189.5	%		33,620			37,207		(9.6)	%		69,014			53,528		28.9	%
Other hotel revenue		7,854			9,771		(19.6)	%		23,926			18,534		29.1	%		7,167			8,900		(19.5)	%		13,805			16,072		(14.1)	%
Total revenue		77,346			51,209		51.0	%		182,888			81,517		124.4	%		67,127			70,755		(5.1)	%		131,174			105,542		24.3	%
Operating expenses:
Rooms		6,833			4,574		49.4	%		17,021			8,656		96.6	%		6,053			6,237		(3.0)	%		12,051			10,188		18.3	%
Food and beverage		21,892			13,040		67.9	%		52,878			23,787		122.3	%		19,650			19,091		2.9	%		39,931			30,986		28.9	%
Other hotel expenses		11,652			7,815		49.1	%		34,167			22,489		51.9	%		10,712			10,460		2.4	%		21,568			22,515		(4.2)	%
Management fees, net		2,299			1,515		51.7	%		5,423			2,103		157.9	%		1,897			2,102		(9.8)	%		3,896			3,124		24.7	%
Depreciation and amortization		13,703			22,670		(39.6)	%		59,001			67,978		(13.2)	%		14,124			22,650		(37.6)	%		28,169			45,298		(37.8)	%
Total operating expenses		56,379			49,614		13.6	%		168,490			125,013		34.8	%		52,436			60,540		(13.4)	%		105,615			112,111		(5.8)	%
Performance metrics:
Occupancy		86.9	%		61.9	%	25.0	pts		67.7	%		35.2	%	32.5	pts		77.8	%		76.6	%	1.2	pts		73.9	%		58.0	%	15.9	pts
ADR	$	237.69		$	224.67		5.8	%	$	232.32		$	210.54		10.3	%	$	247.92		$	235.69		5.2	%	$	240.94		$	228.22		5.6	%
RevPAR	$	206.65		$	139.10		48.6	%	$	157.35		$	74.05		112.5	%	$	192.84		$	180.45		6.9	%	$	177.98		$	132.29		34.5	%
Total RevPAR	$	560.11		$	370.84		51.0	%	$	446.32		$	198.93		124.4	%	$	491.45		$	518.01		(5.1)	%	$	482.82		$	388.48		24.3	%

3635

Table of Contents

Entertainment Segment

Total Segment Results. Due to the COVID-19 pandemic, we temporarily closed our Entertainment segment assets in mid-March 2020, and they did not return to full capacity until May 2021. In addition, due to the December 2020 downtown Nashville bombing, the Wildhorse Saloon was closed from such event until April 2021. Further, we purchased Block 21 on May 31, 2022. Therefore, Entertainment segment financial results for the three months and nine months ended September 30, 2021 are not comparable to historical periods or the 2022 periods. The following presents the financial results of our Entertainment segment for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (in thousands, except percentages):


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
					%						%						%						%
	2022		2021		Change		2022		2021		Change		2023		2022		Change		2023		2022		Change
Revenues	$	77,153	$	49,053	57.3	%	$	183,579	$	98,599	86.2	%	$	87,158	$	68,402	27.4	%	$	154,438	$	106,426	45.1	%
Operating expenses		54,148		33,467	61.8	%		131,549		77,797	69.1	%		57,088		45,670	25.0	%		108,522		77,401	40.2	%
Depreciation and amortization		5,249		3,506	49.7	%		13,293		10,728	23.9	%		5,402		4,492	20.3	%		10,667		8,044	32.6	%
Operating income (1)	$	17,756	$	12,080	47.0	%	$	38,737	$	10,074	284.5	%	$	24,668	$	18,240	35.2	%	$	35,249	$	20,981	68.0	%

(1)

Entertainment segment operating income does not include preopening costs of $0.1 million and $0.2 million in the three months ended June 30, 2023 and 2022, respectively, and $0.3 million and $0.5 million in the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023 and 2022, respectively. See discussion of this item below.

Revenues, operating expenses and depreciation and amortization increased in our Entertainment segment in the three and six months ended June 30, 2023, as compared to the prior year periods, primarily due to Block 21, which we acquired in May 2022. Entertainment segment revenues also increased in the 2023 periods, as compared to the 2022 periods, due to increased revenue at the Grand Ole Opry, primarily due to increased attendance. Entertainment segment operating expenses also increased in the 2023 period, as compared to the 2022 periods, primarily from the operation of Block 21, as well as increased variable expenses associated with higher business levels.

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, ~~2022~~2023 and ~~2021~~2022 (in thousands, except percentages):


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
					%						%						%						%
	2022		2021		Change		2022		2021		Change		2023		2022		Change		2023		2022		Change
Operating expenses ~~(1)~~	$	9,449	$	10,416	(9.3)	%	$	31,423	$	26,922	16.7	%	$	9,885	$	12,417	(20.4)	%	$	20,479	$	21,974	(6.8)	%
Depreciation and amortization		203		567	(64.2)	%		615		1,698	(63.8)	%		209		207	1.0	%		426		412	3.4	%
Operating loss(1)	$	(9,652)	$	(10,983)	12.1	%	$	(32,038)	$	(28,620)	(11.9)	%	$	(10,094)	$	(12,624)	20.0	%	$	(20,905)	$	(22,386)	6.6	%

(1)	Corporate segment operating expenses do not include a loss on sale of assets of $0.5 million in the ~~nine~~six months ended ~~September~~June 30, 2022.

Corporate and Other operating expenses consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology, consulting and other administrative costs. Corporate and Other segment operating expenses decreased in the three ~~months~~ and ~~increased in the nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the prior year ~~periods,~~period, primarily as a result of ~~changes~~a decrease in employment expenses.

Operating Results – Preopening Costs

Preopening costs during the ~~nine~~three and six months ended ~~September~~June 30, 2023 primarily include costs associated with Ole Red Las Vegas, which is expected to be completed in January 2024. Preopening costs during the three and six months ended June 30, 2022 primarily include costs associated with Ole Red Nashville International Airport, which was completed in May 2022. ~~Preopening costs during the three months and nine months ended September 30, 2021 primarily include costs associated with the Gaylord Palms expansion, which was completed in April 2021.~~

Operating Results – ~~Gain (Loss)~~Loss on Sale of Assets

Loss on sale of assets during the ~~nine~~six months ended ~~September~~June 30, 2022 includes the sale of a parcel of land in Nashville, Tennessee. ~~Gain on sale of assets during the nine months ended September 30, 2021 includes the sale of certain assets at Gaylord Opryland.~~

3736

Table of Contents

Non-Operating Results Affecting Net Income ~~(Loss)~~

~~General~~

The following table summarizes the other factors which affected our net income ~~(loss)~~ for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (in thousands, except percentages):


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
					%						%						%						%
	2022		2021		Change		2022		2021		Change		2023		2022		Change		2023		2022		Change
Interest expense	$	40,092	$	32,413	23.7	%	$	105,987	$	93,056	13.9	%	$	49,179	$	33,958	44.8	%	$	91,707	$	65,895	39.2	%
Interest income		1,378		1,433	(3.8)	%		4,138		4,254	(2.7)	%		5,318		1,379	285.6	%		7,865		2,760	185.0	%
Loss on extinguishment of debt		—		—	—	%		(1,547)		(2,949)	47.5	%		(2,252)		(1,547)	(45.6)	%		(2,252)		(1,547)	(45.6)	%
Loss from unconsolidated joint ventures		(2,720)		(2,312)	(17.6)	%		(8,348)		(5,831)	(43.2)	%		(2,153)		(3,001)	28.3	%		(4,959)		(5,628)	11.9	%
Other gains and (losses), net		2,058		53	3,783.0	%		2,222		254	774.8	%		(287)		(283)	(1.4)	%		(523)		164	(418.9)	%
Provision for income taxes		(10,178)		(1,063)	(857.5)	%		(27,747)		(6,640)	(317.9)	%		(3,544)		(17,634)	79.9	%		(5,177)		(17,569)	70.5	%

Interest Expense

Interest expense increased ~~$7.7~~$15.2 million and ~~$12.9~~$25.8 million during the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022, respectively,~~2023, as compared to the same periods in ~~2021,~~2022, due primarily to higher interest rates and higher levels of indebtedness attributable to the new OEG Term Loan and the Block 21 CMBS ~~loan. In addition,~~loan, as well as the ~~nine months ended September 30, 2021 included $2.9 million in capitalized interest that did not recur in 2022.~~May 2023 refinancing and increase of the term loan B and the June 2023 issuance of the $400 Million 7.25% Senior Notes.

Cash interest expense increased ~~$6.7~~$14.8 million to ~~$37.0~~$46.3 million in the three months and increased ~~$8.8~~$24.6 million to ~~$98.3~~$86.0 million in the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the same periods in ~~2021.~~2022. Non-cash interest expense, which includes amortization ~~and write-off~~ of deferred financing costs and debt discounts or premiums and is offset by capitalized interest, increased ~~$1.0~~$0.5 million to ~~$3.1~~$2.8 million in the three months and ~~increased $4.2~~$1.2 million to ~~$7.7~~$5.7 million in the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the same periods in ~~2021.~~2022.

Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was ~~5.5%~~6.3% and ~~4.3%~~4.5% for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~4.8%~~6.2% and 4.4% for the ~~nine~~six months ended ~~September~~June 30, ~~2022 and 2021,~~2023, respectively.

Interest Income

Interest income for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 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 8, “Notes Receivable,” to the accompanying condensed consolidated financial statements included herein for additional discussion of interest income on these bonds. In addition, the 2023 periods include interest earned on amounts held in escrow from the issuance of the $400 Million 7.25% Senior Notes as part of the JW Marriott Hill Country transaction.

Loss on Extinguishment of Debt

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

As a result of the June 2022 repayment of our previous $300 million term loan A with the proceeds from ~~the~~a $300 million OEG ~~Term Loan,~~term loan, we recognized a loss on extinguishment of debt of $1.5 million in the ~~nine~~three and six months ended ~~September~~June 30, 2022.

In February 2021, we commenced a cash tender offer for any and all outstanding $400 million 5% senior notes due 2023 (“$400 Million 5% Senior Notes”) at a redemption price of $1,005.00 per $1,000 principal amount. Pursuant to the tender offer, $161.9 million aggregate principal amount of these notes were validly tendered. As a result of our purchase of these tendered notes, and the subsequent redemption of all untendered $400 Million 5% Senior Notes, we recognized a loss on extinguishment of debt of $2.9 million in the nine months ended September 30, 2021.

Loss from Unconsolidated Joint Ventures

The loss from unconsolidated joint ventures for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 represents our equity method share of losses associated with Circle.

3837

Table of Contents

Other Gains and (Losses), net

Other gains and (losses), net for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022 primarily includes a gain of $2.9 million from a fund associated with the Gaylord National bonds to reimburse us for certain marketing~~2023 and ~~maintenance expenses. Other gains and (losses), net for the three months and nine months ended September 30, 2021~~2022 represents various miscellaneous items.

Provision for Income Taxes

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

For the three months ~~and nine months~~ ended ~~September~~June 30, 2023 and 2022, we recorded an income tax provision of ~~$10.2~~$3.5 million and ~~$27.7~~$17.6 million, respectively, ~~related to our TRSs.~~

~~For~~and for the ~~three months and nine~~six months ended ~~September~~June 30, ~~2021,~~2023 and 2022, we recorded an income tax provision of ~~$1.1~~$5.2 million and ~~$6.6~~$17.6 million, ~~respectively.~~respectively, related to our TRSs. The decrease in the income tax provision for the ~~nine months ended September 30, 2021 includes the recording of a valuation allowance of $3.6 million related to our reassessment of the realizability of our deferred tax assets due~~2023 periods, as compared to the ~~impact of the COVID-19 pandemic.~~2022 periods, primarily relates to a decrease in income at our TRSs.

Non-GAAP Financial Measures

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

EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture Definition

We calculate EBITDAre, which is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) in its September 2017 white paper as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property orin the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.

Adjusted EBITDAre is then calculated as EBITDAre, plus to the extent the following adjustments occurred during the periods presented:

●

Preopening costs;

●

Non-cash lease expense;

●

Equity-based compensation expense;

●

Impairment charges that do not meet the NAREIT definition above;

●

Credit losses on held-to-maturity securities;

●

Transaction costs of acquisitions;

●

Interest income on bonds;

●

Loss on extinguishment of debt;

●

Pension settlement charges;

●

Pro rata ~~adjusted~~Adjusted EBITDAre from unconsolidated joint ventures; and

●

Any other adjustments we have identified herein.

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

~~Table of Contents~~

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

Table of Contents

adjustments to EBITDAre when evaluating our performance because we believe that presenting Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture provides useful information to investors regarding our operating performance and debt leverage metrics.

FFO, Adjusted FFO, and Adjusted FFO available to common ~~shareholders~~stockholders and unit holders Definition

We calculate FFO, which definition is clarified by NAREIT in its December 2018 white paper as net income (calculated in accordance with GAAP) excluding depreciation and amortization (excluding amortization of deferred financing costs and debt discounts), gains and losses from the sale of certain real estate assets, gains and losses from a change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciated real estate held by the entity, income (loss) from consolidated joint ventures attributable to noncontrolling interest, and pro rata adjustments for unconsolidated joint ventures.

To calculate Adjusted FFO available to common ~~shareholders~~stockholders and unit holders, we then exclude, to the extent the following adjustments occurred during the periods presented:

●

Right-of-use asset amortization;

●

Impairment charges that do not meet the NAREIT definition above;

●

Write-offs of deferred financing costs;

●

Amortization of debt discounts or premiums and amortization of deferred financing costs;

●

Loss on extinguishment of debt;

●

Non-cash lease expense;

●

Credit loss on held-to-maturity securities;

●

Pension settlement charges;

●

Additional pro rata adjustments from unconsolidated joint ventures;

●

(Gains) losses on other assets;

●

Transaction costs of acquisitions;

●

Deferred income tax expense (benefit); and

●

Any other adjustments we have identified herein.

FFO available to common ~~shareholders~~stockholders and unit holders and Adjusted FFO available to common ~~shareholders~~stockholders and unit holders exclude the ownership portion of the joint ventures not controlled or owned by the Company.

We believe that the presentation of FFO available to common ~~shareholders~~stockholders and unit holders and Adjusted FFO available to common ~~shareholders~~stockholders and unit holders provides useful information to investors regarding the performance of our ongoing operations because they are a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items, which we believe are not indicative of the performance of our underlying hotel properties. We believe that these items are more representative of our asset base than our ongoing operations. We also use these non-GAAP financial measures as measures in determining our results after considering the impact of our capital structure.

We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, FFO available to common ~~shareholders~~stockholders and unit holders, and Adjusted FFO available to common ~~shareholders~~stockholders and unit holders may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. These non-GAAP financial measures, and any related per share measures, should not be considered as alternative measures of our Net Income (Loss), operating performance, cash flow or liquidity. These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital

~~Table of Contents~~

expenditures and property acquisitions and other commitments and uncertainties. Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as Net Income (Loss), Operating Income (Loss), or cash flow from operations.

~~The following is a reconciliation of our consolidated GAAP net income (loss) to EBITDA~~re ~~and Adjusted EBITDA~~re ~~for the three months and nine months ended September 30, 2022 and 2021 (in thousands):~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2022

2021

2022

2021

Net income (loss)

$
47,451

$
(8,607)

$
73,578

$
(188,777)

Interest expense, net

38,714

30,980

101,849

88,802

Provision for income taxes

10,178

1,063

27,747

6,640

Depreciation and amortization

47,969

56,093

160,712

164,081

(Gain) loss on sale of assets

—

2

327

(315)

Pro rata EBITDAre from unconsolidated joint ventures

23

19

68

53

EBITDAre

144,335

79,550

364,281

70,484

Preopening costs

—

118

525

734

Non-cash lease expense

1,059

1,081

3,340

3,254

Equity-based compensation expense

3,694

3,276

11,134

8,944

Pension settlement charge

723

443

1,576

1,009

Interest income on Gaylord National bonds

1,314

1,389

3,993

4,114

Loss on extinguishment of debt

—

—

1,547

2,949

Transaction costs of acquisitions

—

135

1,348

210

Adjusted EBITDAre

151,125

85,992

387,744

91,698

Adjusted EBITDAre of noncontrolling interest in consolidated joint venture

(6,345)

—

(7,476)

1,017

Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture

$
144,780

$
85,992

$
380,268

$
92,715

4139

Table of Contents

The following is a reconciliation of our consolidated GAAP net income ~~(loss)~~to EBITDAre and Adjusted EBITDAre for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Net income	$	70,143	$	50,924	$	131,137	$	26,127
Interest expense, net		43,861		32,579		83,842		63,135
Provision for income taxes		3,544		17,634		5,177		17,569
Depreciation and amortization		48,257		56,715		96,614		112,743
(Gain) loss on sale of assets		—		(142)		—		327
Pro rata EBITDAre from unconsolidated joint ventures		8		23		17		45
EBITDAre		165,813		157,733		316,787		219,946
Preopening costs		67		221		257		525
Non-cash lease expense		1,499		1,108		3,000		2,281
Equity-based compensation expense		3,801		3,654		7,540		7,440
Pension settlement charge		—		853		—		853
Interest income on Gaylord National bonds		1,270		1,339		2,541		2,679
Loss on extinguishment of debt		2,252		1,547		2,252		1,547
Transaction costs of acquisitions		—		1,170		—		1,348
Adjusted EBITDAre		174,702		167,625		332,377		236,619
Adjusted EBITDAre of noncontrolling interest in consolidated joint venture		(8,819)		(1,131)		(13,115)		(1,131)
Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture	$	165,883	$	166,494	$	319,262	$	235,488

The following is a reconciliation of our consolidated GAAP net income to FFO and Adjusted FFO for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Net income (loss)	$	47,451	$	(8,607)	$	73,578	$	(188,777)
Net income									$	70,143	$	50,924	$	131,137	$	26,127
Noncontrolling interest in consolidated joint venture		(1,887)		—		(2,167)		16,501		(3,134)		(280)		(2,371)		(280)
Net income (loss) available to common shareholders and unit holders		45,564		(8,607)		71,411		(172,276)
Net income available to common stockholders and unit holders										67,009		50,644		128,766		25,847
Depreciation and amortization		47,938		56,055		160,620		163,969		48,227		56,685		96,553		112,682
Adjustments for noncontrolling interest		(1,575)		—		(1,808)		(11,069)		(1,620)		(233)		(3,200)		(233)
Pro rata adjustments from joint ventures		24		19		69		53		23		23		46		45
FFO available to common shareholders and unit holders		91,951		47,467		230,292		(19,323)
FFO available to common stockholders and unit holders										113,639		107,119		222,165		138,341
Right-of-use asset amortization		31		38		92		112		30		30		61		61
Non-cash lease expense		1,059		1,081		3,340		3,254		1,499		1,108		3,000		2,281
Pension settlement charge		723		443		1,576		1,009		—		853		—		853
(Gain) loss on other assets		—		—		469		(317)
Loss on other assets										—		—		—		469
Amortization of deferred financing costs		2,640		2,200		7,178		6,579		2,633		2,309		5,307		4,538
Amortization of debt discounts and premiums		501		(69)		489		(209)		545		61		1,051		(12)
Loss on extinguishment of debt		—		—		1,547		2,949		2,252		1,547		2,252		1,547
Adjustments for noncontrolling interest		(382)		—		(414)		(294)		(870)		(32)		(1,282)		(32)
Transaction costs of acquisitions		—		135		1,348		210		—		1,170		—		1,348
Deferred tax expense		4,250		818		4,545		5,991
Adjusted FFO available to common shareholders and unit holders	$	100,773	$	52,113	$	250,462	$	(39)
Deferred tax provision										2,664		710		3,431		295
Adjusted FFO available to common stockholders and unit holders									$	122,392	$	114,875	$	235,985	$	149,689

Table of Contents

Liquidity and Capital Resources

Cash Flows Provided By Operating Activities. ~~Historically, cash~~Cash flow from operating activities ~~has been~~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, ~~2022,~~2023, our net cash flows provided by operating activities were ~~$246.0~~$215.5 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of ~~$265.5~~$249.0 million, partially offset by unfavorable changes in working capital of ~~$19.5~~$33.5 million. The unfavorable changes in working capital primarily resulted from a decrease in accounts payable and accrued liabilities primarily related to compensation and property tax accruals, partially offset by a decrease in accounts receivable due to the timing of collections, an increase in advanced ticket sales at our OEG venues, and an increase in advanced deposits at our Gaylord Hotels properties.

During the six months ended June 30, 2022, our net cash flows provided by operating activities were $127.6 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $156.8 million, partially offset by unfavorable changes in working capital of $29.2 million. The unfavorable changes in working capital primarily resulted from an increase in accounts receivable due to an increase in group business at our Gaylord Hotels properties, partially offset by an increase in accounts payable and accrued liabilities related to increased advanced ticket purchases at our OEG venues and advanced deposits on future hotel room stays.

During the nine months ended September 30, 2021, our net cash flows provided by operating activities were $22.7 million, primarily reflecting our net loss before depreciation expense, amortization expense and other non-cash charges of $2.6 million and favorable changes in working capital of $20.0 million. The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with advanced room deposits at our Gaylord Hotels properties and advanced ticket purchases at our OEG venues, partially offset by an increase in accounts receivable due to an increase in group business at our Gaylord Hotels properties.

Cash Flows Used In Investing Activities. During the ~~nine~~six months ended ~~September~~June 30, 2023, our primary uses of funds for investing activities were the use of $791.5 million in net cash to purchase JW Marriott Hill Country and purchases of property and equipment, which totaled $78.2 million. Purchases of property and equipment consisted primarily of enhancements to the offerings at Block 21, the construction of Ole Red Las Vegas, enhancements at Gaylord Rockies to better position the property for our group customers, and ongoing maintenance capital expenditures for each of our existing properties.

During the six months ended June 30, 2022, our primary ~~uses~~use of funds for investing activities were the use of $94.0 million in net cash to fund a portion of the purchase price of Block 21 and purchases of property and equipment, which totaled ~~$48.2~~$24.7 million, and consisted primarily of ~~enhancements at Gaylord Rockies to better position the property for our group customers,~~ a re-concepting of the food and beverage options at Gaylord National, the enhancements at Gaylord Rockies, the construction of Ole Red Nashville International Airport, and ongoing maintenance capital expenditures for ~~our existing properties.~~

~~During the nine months ended September 30, 2021, our primary use~~each of ~~funds for investing activities was the $210.0 million purchase of the remaining 35% interest in the Gaylord Rockies joint venture and adjacent, undeveloped land. In~~

~~Table of Contents~~

addition, we spent $66.2 million for purchases of property and equipment, which consisted primarily of a rooms renovation at Gaylord National, the expansion of Gaylord Palms, and ongoing maintenance capital expenditures for our existing properties.

Cash Flows ~~Provided By~~Used In 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, 2023, our net cash flows provided by financing activities were $839.6 million, primarily reflecting the issuance of the $400 Million 7.25% Senior Notes, $395.4 million in net proceeds from the issuance of approximately 4.4 million shares of our common stock, the net borrowing of $123.8 million under our refinanced credit facility, the payment of $55.7 million in cash dividends, and the payment of $23.7 million in deferred financing costs.

During the six months ended June 30, 2022, our net cash flows provided by financing activities were ~~$59.6~~$62.8 million, primarily reflecting the net proceeds ~~from~~for the OEG Transaction of ~~$286.2~~$286.5 million and the ~~incurrence~~issuance of the OEG ~~Term Loan~~term loan and the repayment of our ~~previous~~then-existing term loan A, partially offset by the net repayment of ~~$194.6~~$204.7 million under our various debt agreements and the payment of ~~$15.2 million in deferred financing costs.~~

During the nine months ended September 30, 2021, our net cash flows provided by financing activities were $253.1 million, primarily reflecting net senior note borrowing of $200.0 million and net borrowings under our credit facility of $70.3 million, partially offset by the payment of $10.6$14.8 million in deferred financing costs.

Liquidity

At ~~September~~June 30, ~~2022,~~2023, we had ~~$224.7~~$508.3 million in unrestricted cash and ~~$754.6~~$743.4 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving credit facility. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we issued $400 million in new senior notes, received $395.4 million from the issuance of approximately 4.4 million shares of our common stock, net ~~proceeds of $286.2 million related to the OEG Transaction, repaid $494.6~~borrowed $127.9 million under our various debt agreements, ~~borrowed $288.0 million under the new OEG Term Loan, paid $94.0~~used $791.5 million in net cash ~~for the~~to purchase ~~of Block 21 after the assumption of the Block 21 CMBS Loan and~~JW Marriott Hill Country, incurred capital expenditures of ~~$48.2 million.~~$78.2 million and paid $55.7 million in cash dividends. These changes, ~~and~~as well as the cash flows provided by operations discussed above, were the primary factors in the increase in our cash balance from December 31, ~~2021~~2022 to ~~September~~June 30, ~~2022.~~2023.

Table of Contents

We anticipate investing in our operations during the remainder of ~~2022~~2023 by spending between approximately ~~$25~~$145 million and ~~$45~~$175 million in capital expenditures, which primarily includes enhancements at Gaylord Rockies to better position the property for our group customers, enhancements to the offerings at Block 21, the construction of Ole Red Las Vegas, and ongoing maintenance capital for each of our ~~current facilities.~~existing properties. In addition, we intend to contribute up to an additional ~~$2.0~~$4.2 million in capital to the Circle joint venture for working capital needs. WeFurther, our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually. Future dividends are subject to our board of directors’ future determinations as to amount and timing. Following completion of the one-year extension of the Gaylord Rockies Loan (as defined and discussed below), we currently have no debt maturities until July ~~2023.~~2024. We believe we will be able to refinance our debt agreements prior to their maturities, including extension options.

We believe that our cash on hand and cash flow from operations, together with amounts available for borrowing under each of our revolving credit facility and the OEG revolving credit facility, will be adequate to fund our general short-term commitments, as well as: (i) current operating expenses, (ii) interest expense on long-term debt obligations, (iii) financing lease and operating lease obligations, (iv) declared dividends and ~~(iv)~~(v) the capital expenditures described above. Our ability to draw on our credit ~~facilities~~facility and the OEG revolving credit facility is subject to the satisfaction of provisions of the credit ~~facilities,~~facility and the OEG revolving credit facility, as ~~amended.~~applicable.

Our outstanding principal debt agreements are described below. At ~~September~~June 30, ~~2022,~~2023, there were no defaults under the covenants related to our outstanding ~~debt based on the amended terms of our credit agreement.~~debt.

Principal Debt Agreements

Credit Facility. On ~~October 31, 2019,~~May 18, 2023, we entered into a ~~Sixth Amended and Restated~~ Credit Agreement (the ~~“Base 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, National Association, as administrative agent, which ~~amended and restated~~replaced the Company’s ~~existing~~previous credit facility. ~~As amended, our credit facility consists of~~

The Credit Agreement provides for a $700.0 million ~~senior secured~~ revolving credit facility (the “Revolver”)~~, prior to its repayment on June 16, 2022, a $300.0 million senior secured term loan A (the “Term Loan A”),~~ and a $500.0 million senior secured term loan B (the “Term Loan B”), ~~each~~ as ~~discussed below. In 2020, we entered into three amendments (the “2020 Amendments”)~~well as an accordion feature that will allow us to increase the ~~Base Credit Agreement among~~facilities following the ~~same parties, as discussed below. Additionally, we further amended~~closing date by an aggregate total of up to $475 million, which may be allocated between the ~~Base Credit Agreement in April 2021~~Revolver and ~~further in October 2021 to permit an acquisition during~~ the Credit Agreement’s Restricted Period (as defined below) and an assumption of indebtedness, subject to certain conditions (such amendments, together with the 2020 Amendments, the “Amendments”; the Base Credit Agreement, as amended by the Amendments, the “Existing Credit

~~Table of Contents~~

~~Agreement”; the Existing Credit Agreement, as amended by the Fifth Amendment (as hereinafter defined), the “Credit Agreement”).~~Term Loan B at our option.

Each of the Revolver and the Term Loan B is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties, other than Gaylord Rockies, and certain of our other subsidiaries. Each of the Revolver and the Term Loan B is secured by ~~(i) a first mortgage lien on the real property of each of our Gaylord Hotels properties, excluding Gaylord Rockies, (ii)~~equity pledges of ~~equity interests in~~ our subsidiaries that ~~own~~are the fee owners of Gaylord ~~Hotels properties, excluding~~Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly owned indirect subsidiary of the Company. Assets and equity of Gaylord Rockies ~~(iii) pledges of equity interests in the Operating Partnership, our subsidiaries that guarantee the Credit Agreement,~~ and certain other of our subsidiaries, (iv) our personal property and the personal property of the Operating Partnership and our guarantor subsidiaries and (v) all proceeds and products from our Gaylord Hotels properties, excluding Gaylord Rockies. 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 Hotels properties is sold), excluding Gaylord Rockies. Assets of Gaylord RockiesOEG are not subject to the liens of ~~our credit facility.~~the Credit Agreement.

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

●

We must maintain a consolidated ~~funded indebtedness to total asset value~~net leverage ratio ~~as of the end of each calendar quarter~~ of not ~~more~~greater than ~~.65 to 1.0.~~6.50x.

●

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

●

WeOur secured indebtedness must ~~maintain an implied debt service coverage~~not exceed 30% of consolidated total asset value.

●

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

●

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

●

Unencumbered adjusted NOI to unsecured interest expense ratio ~~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~~must not ~~less than 1.60 to 1.00.~~exceed 2.0x.

The Amendments provided for a waiver of the foregoing financial covenants through March 31, 2022 (the “Temporary Waiver Period”) and modified covenants through June 30, 2022. In addition, the Amendments contain 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. 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 potential breach.

Beginning with the quarter ended June 30, 2022, we calculate compliance with the financial covenants in the Credit Agreement using a designated annualized calculation based on our most recently completed fiscal quarter. Thereafter, we will be required to satisfy financial covenants at the levels set forth in the Credit Agreement using a designated annualized calculation based on our most recently completed fiscal quarters, as applicable. Pursuant to the Amendments, we are required to use any proceeds from borrowings drawn until we demonstrate financial covenant compliance following the expiration of the Temporary Waiver Period (the “Restricted Period”) to fund operating expenses, debt service of the Company and its subsidiaries, and permitted capital expenditures and investments. We demonstrated such financial compliance in May 2022 and thereby ended the restricted period.

On April 4, 2022, we entered into Amendment No. 5 (the “Fifth Amendment”) to the Existing Credit Agreement, among the Company, as a guarantor, its subsidiary RHP Hotel Properties, LP, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. The Fifth Amendment provides for certain amendments to the Existing Credit Agreement, each of which was effective upon the closing of the OEG Transaction. These amendments include, among others, the exclusion of OEG from negative covenants and certain restrictions related to certain equity issuances, investments, acquisitions, dispositions and indebtedness; changes to certain financial covenant requirements through December 2022; and a requirement that, following January 1, 2023, the Company satisfy the financial covenants currently provided for in the Credit Agreement.

4442

Table of Contents

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

Revolving Credit Facility. The maturity date of the Revolver is ~~March 31, 2024,~~May 18, 2027, with the option to extend the maturity date for a maximum of one additional year through either (i) a single 12-month extension option or (ii) two ~~additional six-month extension options, at our election.~~individual 6-month extensions. Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) ~~LIBOR~~Adjusted Term SOFR plus the applicable margin ranging from 1.40% to ~~1.95%~~2.00%, dependent upon our funded debt to total asset value ratio (as defined in the Credit Agreement), (ii) Adjusted Daily Simple SOFR plus the applicable margin ranging from 1.40% to 2.00%, dependent upon our funded debt to total asset value ratio (as defined in the Credit Agreement), or ~~(ii)~~(iii) a base rate as set forth in the Credit ~~Agreement. At September 30, 2022,~~Agreement plus the ~~interest rate on LIBOR-based borrowings under~~applicable margin ranging from 0.40% to 1.00%, dependent upon the ~~Revolver is LIBOR plus 1.55%~~our funded debt to total asset value ratio (as defined in the Credit Agreement). Principal is payable in full at ~~maturity.~~maturity, and the Revolver was undrawn at closing.

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

At ~~September~~June 30, ~~2022,~~2023, no amounts were outstanding under the Revolver, and the lending banks had issued ~~$10.4~~$14.6 million of letters of credit under the Credit Agreement, which left ~~$689.6~~$685.4 million of availability under the Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our $600 million in aggregate principal amount of senior notes due 2029 (the “$600 Million 4.50% Senior Notes”) ~~and~~, our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), and our $400 Million 7.25% Senior Notes, which we met at ~~September~~June 30, ~~2022)~~2023).

Term Loan ~~A Facility.~~ The original maturity date of the Term Loan A was March 31, 2025. Borrowings bore interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.35% to 1.90%, dependent upon our funded debt to total asset value ratio (as defined in the Credit Agreement) or (ii) a base rate as set forth in the Credit Agreement. As discussed below, in June 2022, we paid off the Term Loan A with proceeds from the OEG Term Loan.

~~Term Loan B Facility.~~B. The Term Loan B has a maturity date of May ~~11, 2024.~~18, 2030. The applicable interest rate margins for borrowings under the Term Loan B are, at our option, either (i) ~~LIBOR~~Term SOFR plus ~~2.00%~~2.75%, (ii) Daily Simple SOFR plus 2.75% or ~~(ii)~~(iii) a base rate as set forth in the Credit ~~Agreement.~~Agreement plus 1.75%. At ~~September~~June 30, ~~2022,~~2023, the interest rate on the Term Loan B was ~~LIBOR~~Term SOFR plus ~~2.00%~~2.75%. 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 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 ~~September~~June 30, ~~2022, $372.5~~2023, $498.8 million in borrowings were outstanding under the Term Loan B. A portion of the proceeds of the Term Loan B were used to repay in full the approximately $370 million balance of our previous term loan B.

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

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

Table of Contents

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

~~Table of Contents~~

2027 notes and the $500 Million 4.75% Senior Notes constitute a single class of securities (collectively, the “$700 Million 4.75% Senior Notes”). All other terms and conditions of the additional 2027 notes are identical to the $500 Million 4.75% Senior Notes.

The $700 Million 4.75% Senior Notes are 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 103.563%, 102.375%, 101.188%, and 100.00% beginning on October 15 of 2022, 2023, 2024, and 2025, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

We completed a registered offer to exchange the $700 Million 4.75% Senior Notes for registered notes with substantially identical terms as the $700 Million 4.75% Senior Notes in July 2020.

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

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

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

$600 Million 4.50% Senior Notes. On February 17, 2021, the Operating Partnership and Finco completed the private placement of $600.0 million in aggregate principal amount of 4.50% senior notes due 2029, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $600 Million 4.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank Trust Company, National Association as trustee. The $600 Million 5% Senior Notes have a maturity date of February 15, 2029 and bear interest at 4.50% per annum, payable semi-annually in cash in arrears on February 15 and August 15 each year. The $600 Million 4.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $700 Million 4.75% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $600 Million 4.50% 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

Table of Contents

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

The $600 Million 4.50% Senior Notes are redeemable before February 15, 2024, 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 $600 Million 4.50% Senior Notes will be redeemable, in whole or in part, at any time on or after February 15, 2024 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 102.250%, 101.500%, 100.750%, and 100.000% beginning on February 15 of 2024, 2025, 2026, and 2027, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

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

$800 Million Term Loan (Gaylord Rockies). 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 that comprised the joint venture that owned Gaylord Rockies (the “Gaylord Rockies joint ~~venture,~~venture”), entered into a Second Amended and Restated Loan Agreement ~~(the~~(as amended, the “Gaylord Rockies Loan”) with Wells Fargo Bank, National Association, as administrative agent, which refinanced the Gaylord Rockies joint venture’s ~~existing~~previous $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, matures July 2, ~~2023~~2024 with ~~three,~~two, one-year extension options remaining, subject to certain requirements in the Gaylord Rockies Loan. The first one-year extension option was successfully completed in May 2023. The Gaylord Rockies Loan ~~and~~ bears interest at ~~LIBOR~~Adjusted Daily Simple SOFR plus 2.50%. ~~Simultaneous with closing, the Gaylord Rockies joint venture~~We have entered into an interest rate swap to fix the ~~LIBOR~~SOFR portion of the interest rate at ~~1.65%~~5.2105% for the ~~first three years of the loan. Additionally, we have entered into an additional interest rate swap to fix the LIBOR portion of the interest rate at 3.3410% for the fourth~~fifth year of the loan. We have designated ~~these~~this interest rate ~~swaps~~swap as an effective cash flow ~~hedges.~~hedge.

The Gaylord Rockies Loan is secured by a deed of trust lien on the Gaylord Rockies real estate and related assets. We have 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 Gaylord Rockies 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 an expansion is pursued,~~ and ~~(iii)~~(ii) customary non-recourse carve-outs.

~~Table of Contents~~

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,~~ and (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 our subsidiaries that own Gaylord ~~Rockies and requires~~Rockies.

Further, on May 2, 2023, the Loan Parties entered into a ~~certain level of equity financing for a~~Benchmark Replacement Modification Agreement to the Gaylord Rockies ~~expansion.~~Loan Agreement, which replaced LIBOR with Adjusted Daily Simple SOFR.

OEG Credit Agreement. On June 16, 2022, OEG Borrower, LLC (“OEG Borrower”) and OEG Finance, LLC (“OEG Finance”), each a wholly owned direct or indirect subsidiary of OEG, entered into a credit agreement (the “OEG Credit Agreement”) among OEG Borrower, as borrower, OEG Finance, certain subsidiaries of OEG Borrower from time to time party thereto as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The OEG Credit Agreement provides for (i) a senior secured term loan facility in the aggregate principal amount of $300.0 million (the “OEG Term Loan”) and (ii) a senior secured revolving credit facility in an aggregate principal amount not to

Table of Contents

exceed $65.0 million (the “OEG Revolver”). The OEG Term Loan matures on June 16, 2029 and the OEG Revolver matures on June 16, 2027. The OEG Term Loan bears interest at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 4.00% or ~~(b)~~(ii) Adjusted Term SOFR plus 5.00% (all as specifically more described in the OEG Credit Agreement). The OEG Revolver bears interest at a rate equal to either, at OEG Borrower’s election, (i) the Alternate Base Rate plus 3.75% or ~~(b)~~(ii) Adjusted Term SOFR plus 4.75%, which shall be subject to reduction in the applicable margin based upon OEG’s First Lien Leverage Ratio (all as specifically more described in the OEG Credit Agreement). The OEG Term Loan and OEG Revolver are each secured by substantially all of the assets of OEG Finance and each of its subsidiaries (other than Block 21 and Circle, as more specifically described in the OEG Credit Agreement). and include customary financial covenants and restrictions. The net proceeds we received from the OEG Term Loan were used to repay the outstanding balance of our ~~existing~~former $300 million Term Loan A. ~~No revolving credit advances were made under the OEG Revolver at closing, and no amounts were~~At June 30, 2023, $7.0 million was outstanding under the OEG ~~Revolver at September 30, 2022.~~Revolver.

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

The Block 21 CMBS Loan contains customary financial covenants and other restrictions, including sponsor net worth and liquidity requirements, and debt service coverage ratio targets that Block 21 must meet in order to avoid a “Trigger Period,” the occurrence of which does not constitute a default. ~~Block 21 was in~~During a ~~Trigger Period as of our purchase date and remains as such as of September 30, 2022. During the~~ Trigger Period, any cash generated in excess of amounts necessary to fund loan obligations, budgeted operating expenses and specified reserves will not be distributed to Block 21. Block 21 was in a Trigger Period as of our purchase date but exited the Trigger Period with first quarter 2023 results.

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

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

●

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

●

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

~~Table of Contents~~

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

●

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

●

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

Gaylord Rockies is not a Pooled Hotel for this purpose.

Estimated Interest on Principal Debt Agreements

Based on the stated interest rates on our fixed-rate debt and the rates in effect at ~~September~~June 30, ~~2022~~2023 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations through ~~2026~~2027 are ~~$449.0~~$767.1 million. These estimated obligations are ~~$38.1~~$106.6 million for the remainder of ~~2022, $132.1 million in~~ 2023, ~~$100.1~~$189.2 million in 2024, ~~$93.1~~$165.0 million in 2025, ~~and $85.6~~$157.1 million in ~~2026.~~2026, and $149.1 million in 2027. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt. See “Supplemental

Table of Contents

Cash Flow Information” in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for a discussion of the interest we paid during 2022, 2021 ~~2020~~ and ~~2019.~~2020.

Inflation

Inflation has had a more meaningful impact on our business during ~~the nine months ended September 30, 2022~~recent periods than in ~~recent~~ historical periods. However, favorable occupancy, ADR and ~~ADR~~outside-the-room spend in our Hospitality segment and business levels in our Entertainment segment have reduced the impact of increased operating costs, including increased wages and food and beverage costs, on our financial position and results of operations. We continue to monitor inflationary pressures and may need to consider potential mitigation actions in future periods. A prolonged inflationary environment could adversely affect our operating costs, customer spending and bookings, and our financial results.

Supplemental Guarantor Financial Information

The Company’s $400 Million 7.25% Senior Notes, $600 Million 4.50% Senior Notes and $700 Million 4.75% Senior Notes were each issued by the Operating Partnership and RHP Finance Corporation, a Delaware corporation (collectively, the “Issuers”), and are guaranteed on a senior unsecured basis by the Company (as the parent company), each of the Operating Partnership’s subsidiaries that own the Gaylord Hotels properties, excluding Gaylord Rockies, and certain other of the Company’s subsidiaries, each of which also guarantees the ~~Operating Partnership’s~~ Credit Agreement, as amended (such subsidiary guarantors, together with the Company, the “Guarantors”). The Guarantors are 100% owned by the Operating Partnership or the Company, and the guarantees are full and unconditional and joint and several. The guarantees rank equally in right of payment with each Guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to all future subordinated indebtedness, if any, of such Guarantor. Not all of the Company’s subsidiaries have guaranteed ~~the Company’s $600 Million 4.50% Senior Notes and $700 Million 4.75% Senior Notes,~~these senior notes, and the guarantees are structurally subordinated to all indebtedness and other obligations of such subsidiaries that have not guaranteed ~~the Company’s $600 Million 4.50% Senior Notes and $700 Million 4.75% Senior Notes.~~these senior notes.

~~Table of Contents~~

The following tables present summarized financial information for the Issuers and the Guarantors on a combined basis. The intercompany balances and transactions between these parties, as well as any investments in or equity in earnings from non-guarantor subsidiaries, have been eliminated (amounts in thousands).


	September 30,		June 30,
	2022		2023
Net receivables due from non-guarantor subsidiaries	$	32,757	$	645,370
Other assets		1,570,410		1,846,558
Total assets	$	1,603,167	$	2,491,928

Total liabilities	$	1,797,925	$	2,374,195
Total noncontrolling interest	$	308	$	837


	Nine Months Ended		Six Months Ended
	September 30, 2022		June 30, 2023
Revenues from third-parties	$	365
Revenues from non-guarantor subsidiaries		159,975	$	211,259
Operating expenses (excluding expenses to non-guarantor subsidiaries)		90,799		60,982
Expenses to non-guarantor subsidiaries		10,696		7,209
Operating income		58,845		143,068
Interest income from non-guarantor subsidiaries		12,333		3,712
Net income		3,233		98,083
Net income available to common stockholders		559		95,712

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, credit losses on financial assets, ~~stock-based compensation, derivative financial instruments,~~ depreciation and amortization, income taxes, pension plans, acquisitions and purchase price allocations, and legal contingencies, require that we apply significant judgment in

Table of Contents

defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, our observance of trends in the industry, and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from our estimates. For a discussion of our critical accounting policies and estimates, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” presented in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. There were no newly identified critical accounting policies in the first ~~nine~~six months of ~~2022,~~2023, nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At September 30, 2022, borrowings under the OEG Term Loan bore interest at an annual rate of SOFR plus 5.00%. If SOFR were to increase by 100 basis points, our annual interest cost on the $300.0 million in borrowings outstanding under the OEG Term Loan at September 30, 2022 would increase by approximately $3.0 million.

~~Other than the above, there~~There have been no material changes in our quantitative and qualitative market risks since December 31, ~~2021.~~2022. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

ITEM 4. CONTROLS AND PROCEDURES.

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or

~~Table of Contents~~

submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of 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.

On ~~May 31, 2022,~~June 30, 2023, we acquired ~~Block 21 through a business combination.~~JW Marriott Hill Country. We are currently in the process of assessing ~~Block 21’s~~JW Marriott Hill Country’s internal control over financial reporting and integrating ~~Block 21’s~~the entity’s internal control over financial reporting with our existing internal control over financial reporting. As permitted by SEC regulations, we intend to exclude ~~Block 21~~JW Marriott Hill Country from our assessment of internal control over financial reporting as of December 31, ~~2022 since we acquired Block 21 in May 2022.~~2023.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is a party to certain litigation in the ordinary course, as described in Note 15, “Commitments and Contingencies,” to our condensed consolidated financial statements included herein and which our management deems will not have a material effect on our financial statements.

ITEM 1A. RISK FACTORS.

Except as otherwise described herein, there have been no material changes from the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022.

WeOur financial and operating results may ~~not realize~~suffer if we are unsuccessful in integrating JW Marriott Hill Country with our existing assets.

If we are unable to successfully integrate JW Marriott Hill Country with our other assets in an efficient and effective manner, the ~~intended long-term economic~~anticipated benefits of the ~~OEG Transaction~~JW Marriott Hill Country transaction may not be realized fully, or ~~the Block 21 Acquisition.~~

~~An inability to realize the full extent of the anticipated long-term economic benefits of the OEG Transaction~~at all, or ~~the Block 21 Acquisition could have an adverse effect on our business, financial condition, results of operations and our public reputation.~~

~~We conduct the operations of our Entertainment segment through OEG and our ownership is subject to the terms of agreements with Atairos. Any disagreement with Atairos~~ may ~~adversely affect our interest in OEG.~~

The limited liability company agreement for OEG gives Atairos certain rights, including consent rights regarding certain major decisions, which may limit our flexibility with respect to OEG. Atairos may have economic or other business interests or goals which are inconsistent with ours, and we could become engaged in a dispute or disagreement with them that might affect our ability to develop or operate the Entertainment business in any manner in which we see fit, thereby adversely affecting our ownership interest in OEG.

~~As a REIT, failure to make required distributions to our stockholders would subject us to federal and state corporate income tax.~~

Prior to 2012, we had not paid a cash distribution on our common stock since 1999. Beginning in 2013, we declared, and we intend to continue to declare when appropriate, cash dividends, the amount of which will be determined, and will be subject to adjustment, by our board of directors. Our board of directors has approved an interim dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof. Our dividend policy may be altered at any time by our board of directors, and certain provisions of our debt agreements may prohibit us from paying dividends in accordance with any policy we may adopt. To qualify as a REIT, we are generally required to distribute at least 90%

5048

Table of Contents

~~of our REIT taxable income (determined without regard~~take longer to ~~the dividends paid deduction~~realize than expected and ~~excluding net capital gains) each year to our stockholders. If our cash available for distribution falls short of our estimates,~~may not meet estimated growth projections or expectations. Further, we may ~~be unable~~not achieve the projected efficiencies and synergies once we have fully integrated JW Marriott Hill Country into our operations, which may lead to ~~maintain~~additional costs not anticipated at the ~~proposed quarterly distributions that approximate our taxable income and may fail~~time of the JW Marriott Hill Country transaction. An inability to ~~qualify for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result~~realize the full extent of ~~differences~~the anticipated benefits of the JW Marriott Hill Country transaction or any delays encountered in ~~timing between~~ the ~~actual receipt of income and the recognition of income for federal and state income tax purposes, or the~~integration process could have an adverse effect ~~of nondeductible expenses.~~

~~To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to federal and state corporate income tax~~ on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders for a calendar year is less than a minimum amount specified under the Code.

~~Our cash distributions are not guaranteed and may fluctuate.~~

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~~flows and ~~capital requirements, economic conditions, tax considerations, borrowing capacity~~financial position.

Integrating JW Marriott Hill Country may be more difficult, costly or time consuming than expected.

The integration of JW Marriott Hill Country with our other assets will require the dedication of significant management resources, which may distract management’s attention from day-to-day business operations. San Antonio, Texas is a new market for us, and ~~other~~our relative unfamiliarity with the market may result in our having to devote additional time and expense to gain familiarity with the market and effectively manage this asset. Many of these factors ~~including debt covenant restrictions that may impose limitations on cash payments and plans for future acquisitions and divestitures. Following the suspension~~will be outside of our ~~regular quarterly dividend payments~~control and any one of them could result in ~~March 2020~~delays, increased costs, decreases in ~~connection~~revenues and diversion of management’s time and energy from ongoing business concerns, which could materially affect our financial position, results of operations and cash flows.

Each of our Gaylord Hotels properties and JW Marriott Hill Country operate under a brand owned by Marriott; therefore, we are subject to risks associated with concentrating our hotel portfolio in brands owned by Marriott.

Each of our hotel properties are managed by Marriott under Marriott-owned brands, including JW Marriott Hill Country, which is managed under the JW Marriott brand. As a result, our success is dependent in part on the continued success of Marriott and, in particular, the Gaylord Hotels and JW Marriott brands. Consequently, if market recognition or the positive perception of Marriott is reduced or compromised, the goodwill associated with the ~~COVID-19 pandemic,~~Gaylord Hotels and JW Marriott hotel in ~~September 2022,~~ our board of directors approved an interim dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof. The dividend policyportfolio may be ~~altered at any time by~~adversely affected, which could negatively impact our ~~board~~financial condition, results of ~~directors (as otherwise permitted by~~operations and our ~~credit agreement)~~ability to service debt and ~~certain provisions of~~make distributions to our ~~agreements governing our other indebtedness may prohibit us from paying dividends in accordance with any policy we may adopt. Consequently, our distribution levels may be minimal and may fluctuate.~~stockholders.

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.~~During the fiscal quarter ended June 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

5149

Table of Contents

ITEM 6. EXHIBITS.


Exhibit Number		Description

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

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

4.1		Indenture, dated as of June 22, 2023, among RHP Hotel Properties, LP, RHP Finance Corporation, Ryman Hospitality Properties, Inc., as a guarantor, each of the other guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed ~~October 1, 2012)~~June 22, 2023).

4.2		Form of 7.250% Senior Note due 2028 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 22, 2023).

10.1*		Benchmark Replacement Modification Agreement, dated as of May 2, 2023, by and among Wells Fargo Bank, National Association, as administrative agent, Aurora Convention Center Hotel, LLC, Aurora Convention Center Hotel Lessee, LLC, and each of the lenders party thereto (relating to the Second Amended and Restated Loan Agreement entered into as of July 2, 2019, among Aurora Convention Center Hotel, LLC, Aurora Convention Center Hotel Lessee, LLC, Wells Fargo Bank, National Association, as administrative agent, and the financial institutions from time to time party thereto, as amended).

10.2†		Credit Agreement, dated as of May 18, 2023, among Ryman Hospitality Properties, Inc., as parent and 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 May 19, 2023).

10.3†		Agreement of Purchase and Sale, dated as of June 5, 2023, by and between BREIT JWM San Antonio LP and BREIT JWM San Antonio TRS LLC, as Seller, and RHP Property SA, LLC, as Buyer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 5, 2023).

10.4*		First Amendment to Agreement of Purchase and Sale, dated as of June 15, 2023, by and between BREIT JWM San Antonio, LP and BREIT JWM San Antonio TRS LLC, as Seller, and RHP Property SA, LLC, as Buyer.

22		List of Parent and Subsidiary Guarantors (incorporated by reference to Exhibit 22 to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed February ~~25, 2022)~~24, 2023).

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

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

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

Table of Contents

101*		The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended ~~September~~June 30, ~~2022,~~2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income ~~(Loss)~~ (unaudited) for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, (iv) Condensed Consolidated Statements of Equity (Deficit) (unaudited) for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, 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.

†	Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the Securities and Exchange Commission or its staff upon request.

5251

Table of Contents

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 1, 2022~~August 4, 2023	By:	/s/ ~~Colin V. Reed~~Mark Fioravanti
		~~Colin V. Reed~~Mark Fioravanti
		~~Chairman of the Board of Directors~~President and
		Chief Executive Officer

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

5352


Property and equipment	$	237,159
Cash and cash equivalents - unrestricted		8,493
Cash and cash equivalents - restricted		12,450
Trade receivables		1,405
Prepaid expenses and other assets		1,085
Intangible assets		1,723
Total assets acquired		262,315

Debt (Note 9)		(132,531)
Accounts payable and accrued liabilities		(14,774)
Other liabilities		(75)
Total liabilities assumed		(147,380)

Net assets acquired	$	114,935