Financial Data and Key Metrics Changes - The same-store hospitality portfolio delivered adjusted EBITDAre of $135.2 million in Q3 2023, a year-over-year decline of $1.5 million, with a 90 basis point decline in adjusted EBITDAre margin due to an increase in incentive management fee expenses [5][14]. - The company updated its full year guidance range for consolidated adjusted EBITDAre to $672 million to $700 million, reflecting an increase of $4.5 million at the midpoint [14]. - The net leverage ratio of total consolidated net debt to adjusted EBITDAre was 4.3x, below the end of 2019, with 80% of outstanding debt at fixed rates [15]. Business Line Data and Key Metrics Changes - The same-store hospitality portfolio saw total revenue up 20.7%, total ADR up 22.4%, and group ADR up 16.5% compared to Q3 2019 [2]. - The Entertainment segment delivered $82.3 million in revenue and $25.6 million in adjusted EBITDAre, up 6.7% and 21% respectively compared to Q3 2022 [34]. - Approximately 695,000 group room nights were booked in Q3 2023, a 13.2% increase from the comparable period in 2022, with an average rate of $268, up 1.2% from the prior record [11]. Market Data and Key Metrics Changes - The company reported a shift in group mix to a more normalized level of corporate group room nights and banquet spend, with attrition and cancellation fees increasing to $11.3 million, up $1.3 million from 2022 [32]. - Early ticket sales for the upcoming holiday season are pacing ahead of last year, indicating strong demand [86]. Company Strategy and Development Direction - The company is focusing on enhancing customer relationships and investing in assets to improve value propositions, which translates to stronger customer loyalty and shareholder returns [88]. - The company plans to continue its differentiated strategy by building long-term group customer relationships and improving service quality [29]. - The pivot in the media distribution strategy for Circle away from linear television to streaming and digital distribution is expected to increase audience reach [35][89]. Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about margin growth in 2024, despite pressures from rising real estate taxes and insurance costs [39][40]. - The company anticipates continued strong growth in group bookings, particularly in the corporate segment, which is expected to drive catering revenue [56]. - Management is encouraged by the performance of the JW Hill Country asset and is focusing on operational efficiencies and enhancing customer experiences [44][46]. Other Important Information - The company has approximately $543.1 million in unrestricted cash and total available liquidity of about $1.3 billion [36]. - The company plans to host an Investor Day in mid-January to discuss its strategy and growth priorities [9]. Q&A Session Summary Question: Can you share thoughts about margins for next year? - Management is hopeful for margin growth next year, estimating a need for a 3.6% increase in RevPAR to maintain flat EBITDA margins [39]. Question: What are the expectations for the upcoming holiday season? - Early indications show favorable ticket sales for the holiday season, with expectations of strong demand [71]. Question: Can you discuss the decision to wind down Circle entertainment? - The decision was made to pivot towards syndicating and licensing content to increase audience reach, given the pressures on linear TV [77][89].

Table of Contents 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 30, 2023 or ☐ 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 Jurisdicti ...

Ryman Hospitality Properties, Inc. (NYSE:RHP) Q2 2023 Earnings Conference Call August 4, 2023 11:00 AM ET Company Participants Jennifer Hutcheson - IR Colin Reed - Executive Chairman Mark Fioravanti - President & CEO Jennifer Hutcheson - CFO Patrick Chaffin - Chief Operating Officer Conference Call Participants William Crow - Raymond James Smedes Rose - Citi Patrick Scholes - Truist Securities Chris Woronka - Deutsche Bank Dori Kesten - Wells Fargo Shaun Kelley - Bank of America Operator Welcome to Ryman Ho ...

Table of Contents 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 June 30, 2023 or Delaware 73-0664379 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13079 RYMAN HOSPITALITY PRO ...

Financial Data and Key Metrics Changes - For Q1 2023, the company achieved a consolidated adjusted EBITDAre of $157.7 million, with significant contributions from both the Hospitality and Entertainment segments [30][54] - The total revenue for the quarter was $491.7 million, with a net income to common shareholders of $61.3 million, translating to $1.02 per fully diluted share [54] - The company reported a net leverage ratio of total consolidated net debt to adjusted EBITDAre at 4x, which is below the year-end 2019 level [43] Business Line Data and Key Metrics Changes - The Hospitality segment saw a record first quarter adjusted EBITDAre margin of 35.6%, with a 33% growth over Q1 2019 [64] - The Entertainment segment delivered a 33% revenue growth on a same-store basis compared to Q1 2022, with more than double the same-store adjusted EBITDAre [23][40] - Food and beverage revenue grew over $44 million or 26% compared to Q1 2019, driven by a favorable mix of corporate group room nights [26] Market Data and Key Metrics Changes - The consolidated hospitality portfolio achieved a 72.3% occupancy rate, with record ADR and total revenue [22] - Group ADR was up 12.7% and transient ADR was up 39.3% compared to Q1 2019, both reaching new all-time first quarter records [37] - The company expects RevPAR growth for the year to be in the range of 11% to 13.5%, with total RevPAR growth expected to be between 8.5% and 10.5% [27] Company Strategy and Development Direction - The company has been aggressive with pricing strategies in collaboration with Marriott, targeting a 7% to 10% growth in ADR each quarter [6] - Investments in enhancements, particularly in food and beverage, are expected to drive incremental outside-the-room spending for both leisure and group customers [9] - The company is focused on capitalizing on the favorable supply-demand backdrop, prioritizing ADR in sales production [28] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the robust demand and lead volumes, indicating a favorable environment for pricing [8] - The company remains cautious about the economic environment but is confident in its growth trajectory, having raised guidance multiple times in the past year [70] - Management highlighted the importance of face-to-face meetings and the willingness of meeting planners to spend more on out-of-room experiences [85] Other Important Information - The company ended the quarter with $318.5 million of unrestricted cash and a total liquidity of approximately $1.1 billion [31] - The Board authorized an increase in the quarterly dividend to $1 per share from $0.75, reflecting confidence in the company's financial health [33] - The company is undertaking several capital projects, including renovations and expansions, to enhance its offerings and drive future growth [73] Q&A Session Summary Question: What is the outlook for group composition and recovery in various markets? - Management noted a heavier mix of corporate versus association bookings, with corporate showing faster recovery and good rate growth [59] Question: How satisfied is Atairos with their partnership and what contributions are they making? - Management expressed satisfaction with the partnership, highlighting cultural compatibility and strategic contributions from Atairos [60] Question: How is the Washington D.C. market recovering compared to other major assets? - The D.C. market has recovered slower than others, but the company is seeing improved performance due to renovations and repositioning efforts [102][103] Question: What is the company's strategy regarding out-of-room spending? - Management indicated that meeting planners are willing to spend more on out-of-room experiences, recognizing the importance of face-to-face interactions [85][86]

[Part I - Financial Information](index=5&type=section&id=Part%20I%20-%20Financial%20Information) This part presents the unaudited condensed consolidated financial statements and notes for Ryman Hospitality Properties, Inc. for Q1 2023 [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements.) This section details the unaudited condensed consolidated financial statements and comprehensive notes for the first quarter of 2023 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, including assets, liabilities, and equity, at specific reporting dates | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Property and equipment, net | $3,163,900 | $3,171,708 | | Cash and cash equivalents - unrestricted | $318,512 | $334,194 | | Total assets | $4,034,679 | $4,040,623 | | Debt and finance lease obligations | $2,866,898 | $2,862,592 | | Total liabilities | $3,614,649 | $3,632,865 | | Total equity | $100,277 | $95,901 | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) This section outlines the company's financial performance, including revenues, expenses, and net income, for the reporting periods | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Total revenues | $491,719 | $299,135 | +64.4% | | Total operating expenses | $386,069 | $291,261 | +32.6% | | Operating income | $105,650 | $7,874 | +1241.8% | | Net income (loss) | $60,994 | $(24,797) | +346.0% | | Net income (loss) available to common stockholders | $61,320 | $(24,621) | +349.1% | | Basic income (loss) per share | $1.11 | $(0.45) | +346.7% | | Diluted income (loss) per share | $1.02 | $(0.45) | +326.7% | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the cash inflows and outflows from operating, investing, and financing activities | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net cash flows provided by (used in) operating activities | $31,711 | $(4,174) | | Net cash flows used in investing activities | $(48,544) | $(8,564) | | Net cash flows used in financing activities | $(13,872) | $(5,353) | | Net change in cash, cash equivalents, and restricted cash | $(30,705) | $(18,091) | | Cash, cash equivalents, and restricted cash, end of period | $413,625 | $144,909 | [Condensed Consolidated Statements of Equity (Deficit) and Noncontrolling Interest](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20(Deficit)%20and%20Noncontrolling%20Interest) This section presents changes in total equity, including net income, dividends, and other comprehensive income (loss) - Total equity increased from **$95,901 thousand** at December 31, 2022, to **$100,277 thousand** at March 31, 2023, primarily driven by net income of **$61,757 thousand**, partially offset by dividend payments of **$42,090 thousand** and other comprehensive loss[16](index=16&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1. Basis of Presentation](index=9&type=section&id=1.%20BASIS%20OF%20PRESENTATION:) This note describes the company's business model, REIT status, and segment reporting structure - Ryman Hospitality Properties, Inc. operates as a REIT, specializing in group-oriented, destination hotel assets, primarily its five Gaylord Hotels properties managed by Marriott. The Company also owns a controlling **70%** equity interest in the Opry Entertainment Group (OEG), which includes various entertainment and media assets, and consolidates OEG's financial results[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - The Company's business segments are Hospitality, Entertainment, and Corporate and Other[23](index=23&type=chunk) [2. Block 21 Transaction](index=11&type=section&id=2.%20BLOCK%2021%20TRANSACTION:) This note details the acquisition of Block 21, a mixed-use complex, and its accounting treatment - On May 31, 2022, the Company acquired Block 21, a mixed-use entertainment, lodging, office, and retail complex in Austin, Texas, for **$255 million**, including the assumption of approximately **$136 million** in existing mortgage debt. The acquisition was accounted for as a business combination and its assets are reflected in the Entertainment segment[25](index=25&type=chunk) [3. Revenues](index=11&type=section&id=3.%20REVENUES:) This note provides a breakdown of revenues by source and segment, including deferred revenue changes | Revenue Source | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :----------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Hotel group rooms | $120,513 | $62,478 | | Hotel transient rooms | $40,738 | $39,115 | | Hotel food and beverage - banquets | $160,499 | $72,824 | | Hotel food and beverage - outlets | $55,305 | $39,292 | | Entertainment admissions/ticketing | $22,156 | $15,549 | | Entertainment food and beverage | $24,066 | $14,361 | | Total revenues | $491,719 | $299,135 | | Hospitality Segment Location | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Gaylord Opryland | $111,806 | $73,519 | | Gaylord Palms | $84,546 | $59,848 | | Gaylord Texan | $86,398 | $56,636 | | Gaylord National | $72,772 | $32,587 | | Gaylord Rockies | $64,047 | $34,787 | | Total Hospitality segment revenues | $424,439 | $261,111 | - Deferred revenues increased to **$163.4 million** at March 31, 2023, from **$136.5 million** at December 31, 2022, with approximately **$70.1 million** recognized in revenue during Q1 2023[31](index=31&type=chunk) [4. Income (Loss) Per Share](index=14&type=section&id=4.%20INCOME%20(LOSS)%20PER%20SHARE:) This note presents basic and diluted income (loss) per share, including potential dilution from OEG put rights | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income (loss) available to common stockholders | $61,320 | $(24,621) | | Basic income (loss) per share | $1.11 | $(0.45) | | Diluted income (loss) per share | $1.02 | $(0.45) | | Weighted average shares outstanding - basic | 55,182 | 55,086 | | Weighted average shares outstanding - diluted | 59,326 | 55,086 | - The OEG Investor holds certain put rights to require the Company to purchase its equity interest in OEG, which could be paid in cash or Company stock, and potential dilution from these rights is calculated using the if-converted method[34](index=34&type=chunk) [5. Accumulated Other Comprehensive Loss](index=14&type=section&id=5.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20LOSS:) This note explains changes in accumulated other comprehensive loss, primarily due to interest rate derivatives - Accumulated other comprehensive loss increased from **$(10,923) thousand** at December 31, 2022, to **$(17,215) thousand** at March 31, 2023, primarily due to net other comprehensive loss of **$(6,292) thousand**, driven by interest rate derivatives[37](index=37&type=chunk) [6. Property and Equipment](index=16&type=section&id=6.%20PROPERTY%20AND%20EQUIPMENT:) This note details the composition of property and equipment, net, by asset category | Asset Category | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :----------------------------- | :---------------------------- | :------------------------------- | | Land and land improvements | $451,422 | $443,469 | | Buildings | $3,801,386 | $3,785,968 | | Furniture, fixtures and equipment | $1,027,535 | $1,015,078 | | Construction-in-progress | $53,128 | $50,312 | | Property and equipment, net | $3,163,900 | $3,171,708 | [7. Notes Receivable](index=16&type=section&id=7.%20NOTES%20RECEIVABLE:) This note describes governmental bonds held as notes receivable, including credit loss reserves and interest income - The Company holds two governmental bonds (Series A and Series B) related to the development of Gaylord National, with a total carrying value of **$64.2 million** at March 31, 2023, net of a **$38.0 million** credit loss reserve. The Series B bond is fully reserved due to reduced tax revenue projections[39](index=39&type=chunk)[40](index=40&type=chunk) - Interest income of **$1.3 million** was recorded on these bonds for both Q1 2023 and Q1 2022[42](index=42&type=chunk) [8. Debt](index=18&type=section&id=8.%20DEBT:) This note provides details on various debt obligations and the use of interest rate swaps to manage risk | Debt Obligation | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :------------------------------------------ | :---------------------------- | :------------------------------- | | $500M Term Loan B | $370,000 | $371,250 | | $600M Senior Notes, interest at 4.50% | $600,000 | $600,000 | | $700M Senior Notes, interest at 4.75% | $700,000 | $700,000 | | $800M Gaylord Rockies Term Loan | $800,000 | $800,000 | | $300M OEG Term Loan | $298,500 | $299,250 | | $65M OEG Revolver | $7,000 | — | | Block 21 CMBS Loan | $133,934 | $134,636 | | Total debt | $2,866,898 | $2,862,592 | - The Company uses interest rate swaps to manage interest rate risk for its variable-rate debt, with an estimated **$5.9 million** expected to be reclassified from accumulated other comprehensive income as a reduction to interest expense in the next twelve months[45](index=45&type=chunk)[46](index=46&type=chunk) | Hedged Debt | Type | Strike Rate | Index | Maturity Date | Notional Amount (in thousands) | Estimated Fair Value March 31, 2023 (in thousands) | | :-------------------- | :---------------- | :---------- | :------------ | :------------ | :----------------------------- | :--------------------------------------------- | | Term Loan B | Interest Rate Swap | 1.2235% | 1-month LIBOR | May 11, 2023 | $87,500 | $356 | | Gaylord Rockies Term Loan | Interest Rate Swap | 3.3410% | 1-month LIBOR | August 1, 2023 | $800,000 | $4,388 | | OEG Term Loan | Interest Rate Swap | 4.5330% | 3-month SOFR | December 18, 2025 | $100,000 | $(1,904) | [9. Deferred Management Rights Proceeds](index=19&type=section&id=9.%20DEFERRED%20MANAGEMENT%20RIGHTS%20PROCEEDS:) This note explains the deferred proceeds from the sale of management rights, amortized over 65 years - The Company deferred **$190.0 million** from the sale of Gaylord Hotels brand and management rights to Marriott in 2012, which is amortized on a straight-line basis over the **65-year** term of the hotel management agreements as a reduction in management fee expense[50](index=50&type=chunk) [10. Leases](index=19&type=section&id=10.%20LEASES:) This note outlines the company's operating and finance lease obligations, terms, and associated costs - The Company leases the Gaylord Palms site (term through **2074**) and various Ole Red locations (**5-10 year** terms with renewal options)[51](index=51&type=chunk)[53](index=53&type=chunk) | Lease Cost Category | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :-------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Operating lease cost | $4,657 | $3,536 | | Finance lease cost | $37 | $39 | | Net lease cost | $4,694 | $3,575 | | Lease Type | Weighted-average remaining lease term | Weighted-average discount rate | | :---------------- | :------------------------------------ | :----------------------------- | | Operating leases | **44.0 years** | **7.0 %** | | Finance leases | **12.4 years** | **4.0 %** | [11. Stock Plans](index=23&type=section&id=11.%20STOCK%20PLANS:) This note details restricted stock unit grants and stock-based compensation expense for the period - The Company granted **0.2 million** restricted stock units in Q1 2023 with a weighted-average grant date fair value of **$86.59** per unit. Stock-based compensation expense was **$3.7 million** for Q1 2023, a slight decrease from **$3.8 million** in Q1 2022[58](index=58&type=chunk) [12. Pension Plans](index=23&type=section&id=12.%20PENSION%20PLANS:) This note presents the components of net periodic pension expense (income) for the reporting periods | Pension Component | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :-------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Interest cost | $825 | $526 | | Expected return on plan assets | $(730) | $(1,031) | | Amortization of net actuarial loss | $228 | $200 | | Total net periodic pension (income) expense | $323 | $(305) | [13. Income Taxes](index=23&type=section&id=13.%20INCOME%20TAXES:) This note explains the company's REIT tax status and the income tax provision for its taxable REIT subsidiaries - As a REIT, the Company is generally not subject to federal corporate income taxes on distributed income but pays federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (TRSs). The income tax provision for Q1 2023 was **$1.6 million**, compared to a benefit of **$(0.1) million** in Q1 2022[60](index=60&type=chunk)[61](index=61&type=chunk) [14. Commitments and Contingencies](index=23&type=section&id=14.%20COMMITMENTS%20AND%20CONTINGENCIES:) This note discloses various guarantees, letters of credit, and joint venture investment commitments - The Company has limited repayment and carry guaranties for the Gaylord Rockies Loan and provided limited guarantees and a letter of credit for the Block 21 CMBS Loan[62](index=62&type=chunk)[63](index=63&type=chunk) - The Company has invested **$35.0 million** in the Circle joint venture and plans to contribute an additional **$8.2 million** for working capital through December 31, 2023[64](index=64&type=chunk) [15. Equity](index=25&type=section&id=15.%20EQUITY) This note details common stock dividends declared and the At-the-Market equity distribution agreement - The board of directors declared a Q1 2023 cash dividend of **$0.75 per share** of common stock, totaling approximately **$41.7 million**[67](index=67&type=chunk) - The Company has an At-the-Market (ATM) equity distribution agreement to sell up to **4.0 million shares** of common stock, primarily for debt repayment, but no shares were issued under this agreement in Q1 2023[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) [16. Fair Value Measurements](index=25&type=section&id=16.%20FAIR%20VALUE%20MEASUREMENTS:) This note categorizes fair value measurements into a three-tier hierarchy and provides fair values for certain instruments - The Company categorizes fair value measurements into a three-tier hierarchy: Level 1 for quoted prices in active markets (e.g., deferred compensation plan investments), Level 2 for observable inputs other than quoted prices (e.g., interest rate swaps), and Level 3 for unobservable inputs[72](index=72&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) | Asset/Liability | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :---------------------------- | :------------------------------- | | Deferred compensation plan investments | $30,335 | $29,245 | | Variable to fixed interest rate swaps (asset) | $5,811 | $11,350 | | Variable to fixed interest rate swaps (liability) | $1,904 | $1,164 | - The fair value of the **$600 million 4.50% senior notes** was **$542.2 million** at March 31, 2023 (carrying value **$592.1 million**), and the **$700 million 4.75% senior notes** was **$658.9 million** (carrying value **$694.0 million**)[78](index=78&type=chunk)[79](index=79&type=chunk) [17. Financial Reporting by Business Segments](index=28&type=section&id=17.%20FINANCIAL%20REPORTING%20BY%20BUSINESS%20SEGMENTS:) This note provides detailed financial information, including revenues and operating income, for each business segment | Segment | Revenues (Q1 2023, in thousands) | Revenues (Q1 2022, in thousands) | Operating Income (Q1 2023, in thousands) | Operating Income (Q1 2022, in thousands) | Identifiable Assets (March 31, 2023, in thousands) | | :---------------- | :------------------------------- | :------------------------------- | :--------------------------------------- | :--------------------------------------- | :----------------------------------------------- | | Hospitality | $424,439 | $261,111 | $106,070 | $15,668 | $3,213,984 | | Entertainment | $67,280 | $38,024 | $10,581 | $2,741 | $518,029 | | Corporate and Other | — | — | $(10,811) | $(9,762) | $302,666 | | Total | $491,719 | $299,135 | $105,650 | $7,874 | $4,034,679 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's financial condition, operational results, strategic plans, and liquidity for Q1 2023 [Overview](index=31&type=section&id=Overview) This section provides a high-level description of the company's business model, including its REIT status and key assets - The Company operates as a REIT, focusing on group-oriented destination hotel assets, primarily its five Gaylord Hotels properties managed by Marriott, totaling **9,917 rooms**. It also holds a controlling **70%** equity interest in the Opry Entertainment Group (OEG), which includes various entertainment and media assets[88](index=88&type=chunk)[89](index=89&type=chunk) [OEG Transaction](index=31&type=section&id=OEG%20Transaction) This section details the sale of a 30% equity interest in OEG and the use of proceeds for debt repayment - On June 16, 2022, the Company sold a **30%** equity interest in OEG to an affiliate of Atairos for approximately **$296.0 million**, retaining a controlling **70%** interest. Net proceeds were used to repay outstanding debt[92](index=92&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) [Dividend Policy](index=33&type=section&id=Dividend%20Policy) This section outlines the company's dividend policy, aiming for 100% of REIT taxable income distribution - The Company's board of directors approved a dividend policy in September 2022 to make minimum annual dividends of **100%** of REIT taxable income, subject to future board determinations and debt agreement restrictions[96](index=96&type=chunk) [Our Long-Term Strategic Plan](index=33&type=section&id=Our%20Long-Term%20Strategic%20Plan) This section describes the company's long-term strategy focusing on group-oriented hotel assets and brand expansion - The Company's long-term strategic plan focuses on being the premier hospitality REIT for group-oriented meeting hotel assets. Key strategies include: (1) maintaining existing hotel property design for large group meetings, (2) expanding the hotel asset portfolio through acquisitions or developments, (3) continuous investment in existing properties, (4) leveraging brand name awareness through various media and partnerships (e.g., Ole Red, Circle, Luke Combs venue), and (5) short-term capital allocation focused on dividends and asset investments[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) [Our Operations](index=35&type=section&id=Our%20Operations) This section categorizes the company's operations into Hospitality, Entertainment, and Corporate segments - The Company's operations are organized into three principal business segments: Hospitality (**86%** of Q1 2023 revenues), Entertainment (**14%** of Q1 2023 revenues), and Corporate and Other (**0%** of Q1 2023 revenues)[104](index=104&type=chunk)[106](index=106&type=chunk) - Key performance indicators for the Hospitality segment include hotel occupancy, average daily rate (ADR), revenue per available room (RevPAR), total revenue per available room (Total RevPAR), and net definite group room nights booked[105](index=105&type=chunk)[107](index=107&type=chunk) [Current Economic Environment](index=36&type=section&id=Current%20Economic%20Environment) This section discusses the impact of economic conditions and inflation on business levels and financial performance - Business levels and financial performance improved in Q1 2023 compared to Q1 2022, despite general economic uncertainty and inflationary pressures. Demand is expected to continue performing well for the remainder of 2023, but is sensitive to macroeconomic factors[110](index=110&type=chunk)[111](index=111&type=chunk) [Selected Financial Information](index=37&type=section&id=Selected%20Financial%20Information) This section provides a summary of key financial metrics, including revenues and operating expenses by category | Metric | Q1 2023 (in thousands) | % of Total Revenues (Q1 2023) | Q1 2022 (in thousands) | % of Total Revenues (Q1 2022) | | :-------------------------------- | :--------------------- | :---------------------------- | :--------------------- | :---------------------------- | | REVENUES: | | | | | | Rooms | $161,251 | **32.8 %** | $101,593 | **34.0 %** | | Food and beverage | $215,804 | **43.9 %** | $112,116 | **37.5 %** | | Other hotel revenue | $47,384 | **9.6 %** | $47,402 | **15.8 %** | | Entertainment | $67,280 | **13.7 %** | $38,024 | **12.7 %** | | Total revenues | $491,719 | **100.0 %** | $299,135 | **100.0 %** | | OPERATING EXPENSES: | | | | | | Rooms | $42,059 | **8.6 %** | $30,136 | **10.1 %** | | Food and beverage | $115,181 | **23.4 %** | $71,329 | **23.8 %** | | Other hotel expenses | $103,059 | **21.0 %** | $86,643 | **29.0 %** | | Hotel management fees, net | $15,195 | **3.1 %** | $5,064 | **1.7 %** | | Entertainment | $51,434 | **10.5 %** | $31,731 | **10.6 %** | | Corporate | $10,594 | **2.2 %** | $9,557 | **3.2 %** | | Total operating expenses | $386,069 | **78.5 %** | $291,261 | **97.4 %** | | OPERATING INCOME (LOSS): | | | | | | Hospitality | $106,070 | **25.0 %** (of segment revenue) | $15,668 | **6.0 %** (of segment revenue) | | Entertainment | $10,581 | **15.7 %** (of segment revenue) | $2,741 | **7.2 %** (of segment revenue) | | Total operating income | $105,650 | **21.5 %** | $7,874 | **2.6 %** | | Net income (loss) available to common stockholders | $61,320 | (A) | $(24,621) | (A) | [Summary Financial Results](index=38&type=section&id=Summary%20Financial%20Results) This section summarizes the company's overall financial performance, highlighting revenue and net income changes | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | % Change | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :------- | | Total revenues | $491,719 | $299,135 | **64.4 %** | | Total operating expenses | $386,069 | $291,261 | **32.6 %** | | Operating income | $105,650 | $7,874 | **1,241.8 %** | | Net income (loss) | $60,994 | $(24,797) | **346.0 %** | | Net income (loss) available to common stockholders | $61,320 | $(24,621) | **349.1 %** | | Net income (loss) available to common stockholders per share - diluted | $1.02 | $(0.45) | **326.7 %** | - The increase in total revenues was driven by increases in both the Hospitality segment (**$163.3 million**) and Entertainment segment (**$29.3 million**). Total operating expenses also increased due to higher activity in both segments, partially offset by a decrease in depreciation expense[117](index=117&type=chunk)[118](index=118&type=chunk) - Net income improved significantly from a loss of **$24.8 million** in Q1 2022 to a profit of **$61.0 million** in Q1 2023, primarily due to increased revenues and operating income, despite a **$10.6 million** increase in interest expense[119](index=119&type=chunk) [Factors and Trends Contributing to Performance](index=38&type=section&id=Factors%20and%20Trends%20Contributing%20to%20Performance) This section identifies key operational factors and market trends driving the company's financial performance - Hotel occupancy increased by **25.0 points** to **72.3%** in Q1 2023, and ADR increased by **3.8%** to **$237.95**, compared to Q1 2022[120](index=120&type=chunk) - Outside-the-room spend at hotels increased by **65.0%** in Q1 2023, with strong group catering revenue[120](index=120&type=chunk) - Cancelled room nights decreased by **66.8%**, and group attrition decreased from **32.1%** in Q1 2022 to **15.5%** in Q1 2023[120](index=120&type=chunk) - Group room nights on the books for future years at March 31, 2023, are in line with 2022 and 2019 levels, with ADR **4.5%** higher than 2022 and **12.4%** higher than 2019[120](index=120&type=chunk) - Entertainment revenue increased by **76.9%** in Q1 2023, primarily due to the addition of Block 21 and increased attendance at the Grand Ole Opry[122](index=122&type=chunk) [Operating Results – Detailed Segment Financial Information](index=40&type=section&id=Operating%20Results%20%E2%80%93%20Detailed%20Segment%20Financial%20Information) This section provides a detailed breakdown of operating results for each of the company's business segments [Hospitality Segment](index=40&type=section&id=Hospitality%20Segment) This section analyzes the financial and operational performance of the company's Hospitality segment | Metric | Q1 2023 (in thousands) | Q1 2022 (in thousands) | % Change | | :-------------------------- | :--------------------- | :--------------------- | :------- | | Total hospitality revenue | $424,439 | $261,111 | **62.6 %** | | Hospitality operating income | $106,070 | $15,668 | **577.0 %** | | Occupancy | **72.3 %** | **47.3 %** | **25.0 pts** | | ADR | **$237.95** | **$229.17** | **3.8 %** | | RevPAR | **$172.08** | **$108.41** | **58.7 %** | | Total RevPAR | **$452.94** | **$278.64** | **62.6 %** | | Net Definite Group Room Nights Booked | 250,318 | 165,668 | **51.1 %** | - The increase in Hospitality segment revenue was primarily driven by Gaylord National, Gaylord Opryland, Gaylord Texan, Gaylord Rockies, and Gaylord Palms. Attrition and cancellation fee revenue decreased by **$9.9 million** in Q1 2023[124](index=124&type=chunk)[125](index=125&type=chunk) - Group business accounted for **79%** of rooms sold in Q1 2023, up from **66%** in Q1 2022[126](index=126&type=chunk) - Hospitality operating expenses increased across rooms, food and beverage, and other hotel expenses due to increased business levels. Management fees, net, increased by **200.1%** due to higher base and incentive fees[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - Hospitality segment depreciation and amortization decreased by **18.0%** due to the full amortization of an intangible asset associated with advanced bookings at Gaylord Rockies[130](index=130&type=chunk) [Entertainment Segment](index=46&type=section&id=Entertainment%20Segment) This section analyzes the financial and operational performance of the company's Entertainment segment | Metric | Q1 2023 (in thousands) | Q1 2022 (in thousands) | % Change | | :-------------------------- | :--------------------- | :--------------------- | :------- | | Revenues | $67,280 | $38,024 | **76.9 %** | | Operating expenses | $51,434 | $31,731 | **62.1 %** | | Depreciation and amortization | $5,265 | $3,552 | **48.2 %** | | Operating income | $10,581 | $2,741 | **286.0 %** | - Revenue, operating expenses, and depreciation/amortization in the Entertainment segment increased primarily due to the acquisition of Block 21 in May 2022 and increased attendance at the Grand Ole Opry[135](index=135&type=chunk)[136](index=136&type=chunk) [Corporate and Other Segment](index=47&type=section&id=Corporate%20and%20Other%20Segment) This section details the operating expenses and loss for the Corporate and Other segment | Metric | Q1 2023 (in thousands) | Q1 2022 (in thousands) | % Change | | :-------------------------- | :--------------------- | :--------------------- | :------- | | Operating expenses | $10,594 | $9,557 | **10.9 %** | | Depreciation and amortization | $217 | $205 | **5.9 %** | | Operating loss | $(10,811) | $(9,762) | **(10.7)%** | - Corporate and Other operating expenses increased due to higher employment expenses from additional hires and increased wages[138](index=138&type=chunk) [Operating Results – Preopening Costs](index=47&type=section&id=Operating%20Results%20%E2%80%93%20Preopening%20Costs) This section discusses preopening costs incurred for new developments, such as Ole Red Las Vegas - Preopening costs in Q1 2023 were primarily associated with Ole Red Las Vegas, expected to be completed in Q4 2023. Q1 2022 costs were mainly for Ole Red Nashville International Airport, completed in May 2022[139](index=139&type=chunk) [Operating Results – Loss on Sale of Assets](index=47&type=section&id=Operating%20Results%20%E2%80%93Loss%20on%20Sale%20of%20Assets) This section reports the loss recognized from the sale of a parcel of land in Nashville, Tennessee - A loss on sale of assets of **$0.5 million** was recorded in Q1 2022, related to the sale of a parcel of land in Nashville, Tennessee[140](index=140&type=chunk) [Non-Operating Results Affecting Net Income (Loss)](index=47&type=section&id=Non-Operating%20Results%20Affecting%20Net%20Income%20(Loss)) This section analyzes non-operating items impacting net income, including interest expense and income taxes [Interest Expense](index=47&type=section&id=Interest%20Expense) This section details the increase in interest expense due to new debt and higher weighted average interest rates - Interest expense increased by **$10.6 million** to **$42.5 million** in Q1 2023, compared to **$31.9 million** in Q1 2022, primarily due to the new OEG Term Loan and Block 21 CMBS loan[141](index=141&type=chunk)[142](index=142&type=chunk) - The weighted average interest rate on borrowings (including swaps) increased from **4.3%** in Q1 2022 to **5.9%** in Q1 2023[145](index=145&type=chunk) [Interest Income](index=49&type=section&id=Interest%20Income) This section describes interest income primarily derived from governmental bonds related to Gaylord National - Interest income primarily stems from bonds received in connection with the development of Gaylord National, held as notes receivable[146](index=146&type=chunk) [Loss from Unconsolidated Joint Ventures](index=49&type=section&id=Loss%20from%20Unconsolidated%20Joint%20Ventures) This section reports the company's equity method share of losses from unconsolidated joint ventures, specifically Circle - Losses from unconsolidated joint ventures represent the Company's equity method share of losses associated with Circle[147](index=147&type=chunk) [Other Gains and (Losses), net](index=49&type=section&id=Other%20Gains%20and%20(Losses),%20net) This section accounts for various miscellaneous non-operating gains and losses - Other gains and losses represent various miscellaneous items[148](index=148&type=chunk) [(Provision) benefit for Income Taxes](index=49&type=section&id=(Provision)%20benefit%20for%20Income%20Taxes) This section details the income tax provision or benefit related to the company's taxable REIT subsidiaries - The Company recorded an income tax provision of **$(1.6) million** in Q1 2023, compared to a benefit of **$0.1 million** in Q1 2022, related to its taxable REIT subsidiaries (TRSs)[149](index=149&type=chunk) [Non-GAAP Financial Measures](index=49&type=section&id=Non-GAAP%20Financial%20Measures) This section presents non-GAAP financial measures like EBITDAre and FFO, used for performance evaluation - The Company presents non-GAAP financial measures including EBITDAre, Adjusted EBITDAre, Adjusted EBITDAre Excluding Noncontrolling Interest in Consolidated Joint Venture, FFO, and Adjusted FFO available to common stockholders and unit holders, which are used to evaluate operating performance and debt leverage metrics[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :---------------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net income (loss) | $60,994 | $(24,797) | | EBITDAre | $150,974 | $62,213 | | Adjusted EBITDAre | $157,675 | $68,994 | | Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture | $153,379 | $68,994 | | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :---------------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net income (loss) | $60,994 | $(24,797) | | FFO available to common stockholders and unit holders | $108,526 | $31,222 | | Adjusted FFO available to common stockholders and unit holders | $113,593 | $34,814 | [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) This section analyzes the company's cash flows, available liquidity, capital expenditure plans, and debt agreements [Cash Flows Provided By (Used In) Operating Activities](index=53&type=section&id=Cash%20Flows%20Provided%20By%20(Used%20In)%20Operating%20Activities) This section details cash generated or used by operating activities, reflecting net income and working capital changes - Net cash flows from operating activities were **$31.7 million** in Q1 2023, compared to a use of **$4.2 million** in Q1 2022. The Q1 2023 increase reflects net income before non-cash charges, partially offset by unfavorable working capital changes[162](index=162&type=chunk)[163](index=163&type=chunk) [Cash Flows Used In Investing Activities](index=53&type=section&id=Cash%20Flows%20Used%20In%20Investing%20Activities) This section outlines cash used for investing activities, primarily property and equipment purchases and enhancements - Net cash flows used in investing activities increased to **$48.5 million** in Q1 2023 from **$8.6 million** in Q1 2022, primarily due to **$36.8 million** in property and equipment purchases for Block 21 enhancements, Ole Red Las Vegas construction, and Gaylord Rockies enhancements[164](index=164&type=chunk)[165](index=165&type=chunk) [Cash Flows Used In Financing Activities](index=53&type=section&id=Cash%20Flows%20Used%20In%20Financing%20Activities) This section details cash used in financing activities, mainly for dividend payments and debt-related transactions - Net cash flows used in financing activities were **$13.9 million** in Q1 2023, primarily reflecting **$14.0 million** in cash dividend payments, compared to **$5.4 million** used in Q1 2022[166](index=166&type=chunk)[168](index=168&type=chunk) [Liquidity](index=55&type=section&id=Liquidity) This section assesses the company's available cash, credit facilities, and ability to fund future commitments - At March 31, 2023, the Company had **$318.5 million** in unrestricted cash and **$743.4 million** available under its revolving credit facilities[169](index=169&type=chunk) - The Company anticipates **$175 million to $215 million** in capital expenditures for the remainder of 2023, including enhancements at Gaylord Rockies and Block 21, and construction of Ole Red Las Vegas. An additional **$8.2 million** will be contributed to the Circle joint venture[170](index=170&type=chunk) - The Company believes current cash, operating cash flow, and available credit will be adequate to fund short-term commitments, operating expenses, debt interest, lease obligations, declared dividends, and planned capital expenditures[171](index=171&type=chunk) [Principal Debt Agreements](index=55&type=section&id=Principal%20Debt%20Agreements) This section describes the terms and conditions of the company's major debt obligations and credit facilities - The Credit Agreement includes a **$700.0 million** senior secured revolving credit facility (Revolver) and a **$500.0 million** senior secured term loan B (Term Loan B). The Revolver matures March 31, 2024, with two extension options, and had **$685.4 million** available at March 31, 2023. The Term Loan B matures May 11, 2024, with **$370.0 million** outstanding[173](index=173&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) - The Company has **$700.0 million** in **4.75%** Senior Notes due October 15, 2027, and **$600.0 million** in **4.50%** Senior Notes due February 15, 2029. Both are general unsecured obligations, effectively subordinated to secured debt[181](index=181&type=chunk)[185](index=185&type=chunk)[188](index=188&type=chunk) - The Gaylord Rockies Loan is an **$800.0 million** secured term loan facility, maturing July 2, 2023, with three one-year extension options, and bears interest at LIBOR plus **2.50%**[190](index=190&type=chunk)[191](index=191&type=chunk) - The OEG Credit Agreement includes a **$300.0 million** senior secured term loan (OEG Term Loan) maturing June 16, 2029, and a **$65.0 million** senior secured revolving credit facility (OEG Revolver) maturing June 16, 2027. **$7.0 million** was outstanding under the OEG Revolver at March 31, 2023[197](index=197&type=chunk) - The Block 21 CMBS Loan is a **$136 million** non-recourse term loan with a fixed interest rate of **5.58%**, maturing January 5, 2026. Block 21 exited a 'Trigger Period' in Q1 2023[198](index=198&type=chunk)[199](index=199&type=chunk) [Estimated Interest on Principal Debt Agreements](index=63&type=section&id=Estimated%20Interest%20on%20Principal%20Debt%20Agreements) This section provides estimated future interest payment obligations on the company's principal debt agreements - Estimated interest obligations through 2027 total **$474.7 million**, with **$100.6 million** for the remainder of 2023, **$106.6 million** in 2024, **$96.7 million** in 2025, **$89.2 million** in 2026, and **$81.6 million** in 2027[204](index=204&type=chunk) [Inflation](index=63&type=section&id=Inflation) This section discusses the impact of inflation on operating costs and how it is mitigated by revenue growth - Inflation has had a more significant impact recently, but favorable occupancy, ADR, and outside-the-room spend in Hospitality, along with strong Entertainment business levels, have mitigated increased operating costs. The Company continues to monitor inflationary pressures[205](index=205&type=chunk) [Supplemental Guarantor Financial Information](index=63&type=section&id=Supplemental%20Guarantor%20Financial%20Information) This section provides financial information for guarantor subsidiaries related to senior notes obligations - The Company's **$600 Million 4.50% Senior Notes** and **$700 Million 4.75% Senior Notes** are guaranteed by the Company and certain subsidiaries, which are **100%** owned and provide full, unconditional, and joint and several guarantees. These guarantees are structurally subordinated to obligations of non-guarantor subsidiaries[206](index=206&type=chunk) | Metric | March 31, 2023 (in thousands) | | :------------------------------------------ | :---------------------------- | | Net receivables due from non-guarantor subsidiaries | $21,361 | | Other assets | $1,655,854 | | Total assets | $1,677,215 | | Total liabilities | $1,835,480 | | Total noncontrolling interest | $766 | | Metric | Three Months Ended March 31, 2023 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | | Revenues from non-guarantor subsidiaries | $106,475 | | Operating expenses (excluding expenses to non-guarantor subsidiaries) | $30,604 | | Expenses to non-guarantor subsidiaries | $3,563 | | Operating income | $72,308 | | Interest income from non-guarantor subsidiaries | $831 | | Net income | $52,922 | | Net income available to common stockholders | $53,515 | [Critical Accounting Policies and Estimates](index=65&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms no material changes to critical accounting policies and estimates since the last annual report - There were no newly identified critical accounting policies or material changes to existing critical accounting policies and estimates in Q1 2023 compared to the Annual Report on Form 10-K for the year ended December 31, 2022[211](index=211&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) No material changes in quantitative and qualitative market risks have occurred since December 31, 2022 - No material changes in quantitative and qualitative market risks since December 31, 2022[212](index=212&type=chunk) [Item 4. Controls and Procedures](index=65&type=section&id=Item%204.%20Controls%20and%20Procedures.) Disclosure controls and procedures were effective as of March 31, 2023, with no material changes in internal control - The Company's disclosure controls and procedures were effective as of March 31, 2023[213](index=213&type=chunk)[215](index=215&type=chunk) - No material changes in internal control over financial reporting occurred during the period[216](index=216&type=chunk) [Part II - Other Information](index=67&type=section&id=Part%20II%20-%20Other%20Information) This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, and other miscellaneous items [Item 1. Legal Proceedings](index=67&type=section&id=Item%201.%20Legal%20Proceedings.) Legal actions in the ordinary course of business are not expected to materially affect financial statements - Legal proceedings in the ordinary course of business are not expected to have a material effect on the financial statements[217](index=217&type=chunk) [Item 1A. Risk Factors](index=67&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to risk factors have occurred since the Annual Report on Form 10-K for FY2022 - No material changes from the risk factors disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022[218](index=218&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=67&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This item is not applicable for the current reporting period - This item is inapplicable[219](index=219&type=chunk) [Item 3. Defaults Upon Senior Securities](index=67&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) This item is not applicable for the current reporting period - This item is inapplicable[220](index=220&type=chunk) [Item 4. Mine Safety Disclosures](index=67&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable for the current reporting period - This item is inapplicable[221](index=221&type=chunk) [Item 5. Other Information](index=67&type=section&id=Item%205.%20Other%20Information.) Executive Chairman Colin V. Reed established a Rule 10b5-1 plan to sell up to 109,089 common shares - Colin V. Reed, Executive Chairman, entered into a Rule 10b5-1 selling plan on March 1, 2023, to sell up to **109,089 shares** of common stock between May 30, 2023, and December 5, 2023, at or above a specified market price[222](index=222&type=chunk) [Item 6. Exhibits](index=68&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed with the Form 10-Q, including organizational documents and certifications - Exhibits include Amended and Restated Certificate of Incorporation, Second Amended and Restated Bylaws, Restricted Stock Unit Award Agreements, Certifications (**31.1**, **31.2**, **32.1**), and Inline XBRL financial statements[224](index=224&type=chunk) [SIGNATURES](index=70&type=section&id=SIGNATURES) This section contains the official signatures of the company's President, CEO, CFO, and Chief Accounting Officer - The report was signed on May 4, 2023, by Mark Fioravanti, President and Chief Executive Officer, and Jennifer Hutcheson, Executive Vice President, Chief Financial Officer and Chief Accounting Officer[231](index=231&type=chunk)

Financial Data and Key Metrics Changes - In Q4 2022, the company generated total revenue of $568.9 million, with net income to common shareholders at $58.1 million or $1.03 per fully diluted share, representing a growth of 12.3% over 2022 and 14.5% over 2019 [64][65] - The hospitality margin in Q4 was 31.1%, which was 30 basis points less than Q4 2019 but flat when excluding the decline in interest income on the Gaylord National bonds [23] - Total consolidated adjusted EBITDAre for Q4 was $168.1 million, exceeding the high end of the recent guidance by over $17 million [55] Business Line Data and Key Metrics Changes - The hospitality segment delivered $150.1 million of adjusted EBITDAre in Q4, with full-year profitability $12.7 million above the high end of the last guidance range for 2022 [45] - Same-store revenue for the hospitality segment was up 35%, and same-store adjusted EBITDAre was up 62% compared to Q4 2019 [38] - The entertainment segment's adjusted EBITDAre for 2022 was projected to be between $87 million to $97 million, significantly transforming compared to 2019 [40] Market Data and Key Metrics Changes - The company entered 2023 with 49.8% net group occupancy points on the books, 4 points higher than the start of 2022, and an ADR of $222, which is 5% higher than the start of 2022 [33] - The company noted that three of its five markets (Orlando, Nashville, and Dallas) were in the top 7 large metro areas for population growth over the last five years [37] Company Strategy and Development Direction - The company aims to induce transient demand through innovative programs and has seen significant recovery and transformation post-pandemic [20][29] - The strategy includes significant capital investments in expanding and upgrading assets against limited new supply, with a focus on high-quality, purpose-built assets [27][37] - The company is also investing in food and beverage improvements and sustainability initiatives, such as solar panel installations [118] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery trajectory, with expectations for RevPAR growth of 9% to 12% and total RevPAR growth of 6.5% to 9.5% for 2023 [34] - The company anticipates continued headwinds from wage rate increases but expects to offset these through productivity gains and pricing strategies [100][87] - Management highlighted a strong lead volume for group bookings and a positive outlook for the corporate segment [72][112] Other Important Information - The company declared a quarterly dividend of $0.75 per share, a significant increase from the previous $0.25 [58] - The company ended the quarter with $334.2 million of unrestricted cash and a $700 million revolving credit facility that remained undrawn, indicating strong liquidity [66] Q&A Session All Questions and Answers Question: Expectations for cancellation and attrition fees this year - The company expects cancellation and attrition fees to be in the $20 million to $25 million range, a substantial reduction from the previous year [70] Question: Guidance for the second half of the year - Management indicated that as the year progresses, comparisons to 2019 will become tougher, suggesting potential flattish performance in the second half [76] Question: Current view on the National hotel and Chula Vista project - Management expressed satisfaction with the renovation work at the National hotel and indicated no desire to invest in the Chula Vista project [90][103] Question: Wage and benefit cost increases - The company anticipates wage rate increases of 5% to 6% in 2023, with efforts to offset these through productivity gains [87] Question: Forward booking activity and macro concerns - Management noted that while there was initial caution due to tech sector layoffs, lead volumes have been promising, indicating a recovery in confidence among meeting planners [86] Question: Group bookings composition for 2023 - The company expects a higher proportion of corporate bookings compared to previous years, with positive trends in lead volumes [112] Question: Key drivers of the entertainment business - Management highlighted growth opportunities in both physical venues and digital distribution, aiming to create a stand-alone live entertainment and media business [145]

Part I [Business](index=9&type=section&id=Item%201.%20Business) Ryman Hospitality Properties, Inc. operates as a REIT specializing in group-oriented, destination hotel assets, primarily five large-scale Gaylord Hotels managed by Marriott - The company is a REIT specializing in group-oriented, destination hotels, with its primary assets being five upscale Gaylord Hotels resorts managed by Marriott[25](index=25&type=chunk)[26](index=26&type=chunk) - The company's long-term strategy includes expanding its hotel portfolio, particularly in the group meetings sector, and leveraging its entertainment brands like the Grand Ole Opry and Ole Red[31](index=31&type=chunk)[32](index=32&type=chunk) Revenue by Business Segment (FY 2022) | Segment | Percentage of Total Revenue | | :--- | :--- | | Hospitality | 85% | | Entertainment | 15% | | Corporate and Other | 0% | Marriott Management Fees (in millions) | Fee Type | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Base Management Fees | $35.1 | $17.6 | $10.3 | | Incentive Fees | $13.5 | $0.3 | $0 | [Hotel Portfolio](index=12&type=section&id=Item%201.%20Business_Hotel%20Portfolio) The company owns five large-scale Gaylord Hotels, among the largest U.S. convention hotels, and two smaller overflow hotels, all managed by Marriott International - The company continuously invests in its properties, including the completed **$158 million** expansion of Gaylord Palms in 2021 and an ongoing **$98 million** enhancement project at Gaylord Rockies started in 2022[32](index=32&type=chunk)[38](index=38&type=chunk)[42](index=42&type=chunk) Gaylord Hotels Properties and Meeting Space | Facility | Location | Hotel Rooms | Total Exhibit and Meeting Space (sq. ft.) | | :--- | :--- | :--- | :--- | | Gaylord Opryland | Nashville, TN | 2,888 | 640,000 | | Gaylord National | National Harbor, MD | 1,996 | 500,000 | | Gaylord Palms | Kissimmee, FL | 1,718 | 496,000 | | Gaylord Texan | Grapevine, TX | 1,814 | 488,000 | | Gaylord Rockies | Aurora, CO | 1,501 | 409,000 | [Entertainment Portfolio](index=15&type=section&id=Item%201.%20Business_Entertainment%20Portfolio) The Entertainment segment, Opry Entertainment Group (OEG), includes iconic assets like the Grand Ole Opry and Ryman Auditorium, Ole Red venues, and the recently acquired Block 21 complex in Austin - In May 2022, the company acquired Block 21, a mixed-use complex in Austin, TX, which includes the ACL Live entertainment venue and the **251-room** W Austin hotel[48](index=48&type=chunk) - The company owns a controlling **70%** equity interest in Opry Entertainment Group (OEG) after a strategic transaction with an affiliate of Atairos Group, Inc. in 2022[27](index=27&type=chunk)[32](index=32&type=chunk) - The company is expanding the Ole Red brand, with a new location in Las Vegas scheduled to open in 2023[49](index=49&type=chunk) [Human Capital and ESG](index=21&type=section&id=Item%201.%20Business_Human%20Capital%20and%20ESG) The company employed **1,269** people as of December 31, 2022, emphasizing a people-centric culture with diversity, inclusion, and ESG initiatives, including a 2022 Sustainability Report - As of year-end 2022, the company employed **1,269** people (**689** full-time, **580** part-time/on-call) - Women represent **54%** of the workforce and hold **50%** of leadership positions[65](index=65&type=chunk) - The company has implemented a Diversity Council, Business Employee Resource Groups, and a Volunteer Paid Time Off Policy to reinforce its commitment to diversity, inclusion, and community engagement[68](index=68&type=chunk)[70](index=70&type=chunk) - In July 2022, the company published its first Sustainability Report, highlighting its environmental and social performance and initiatives[75](index=75&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to business operations, REIT status, and capital structure, including reliance on Marriott, sector concentration, and substantial debt of approximately **$2.9 billion** - The company's financial condition is highly dependent on Marriott's successful management of its hotel properties, as Marriott is the sole third-party manager for substantially all of the Hospitality segment's revenue[112](index=112&type=chunk)[115](index=115&type=chunk) - Concentration in the group-oriented meetings sector exposes the company to risks beyond its control, such as economic downturns affecting corporate travel and competition from publicly-financed convention centers[119](index=119&type=chunk)[124](index=124&type=chunk) - Failure to maintain REIT qualification would subject the company to corporate income tax rates and prevent it from deducting stockholder distributions, significantly reducing cash flow[164](index=164&type=chunk) - As of December 31, 2022, the company had approximately **$2.9 billion** in total debt - This substantial debt could increase vulnerability to adverse economic conditions and limit funds available for dividends and capital expenditures[195](index=195&type=chunk) [Properties](index=72&type=section&id=Item%202.%20Properties) The company's property portfolio includes seven Hospitality segment hotels, notably five large-scale Gaylord Hotels, and key Entertainment assets like the Grand Ole Opry and Block 21 complex - The Entertainment segment owns key properties including the Grand Ole Opry House, Ryman Auditorium, Ole Red Nashville, Wildhorse Saloon, and the Block 21 complex in Austin[225](index=225&type=chunk) Hospitality Segment Properties | Hotel | Location | Rooms | Meeting, Exhibit and Pre-Function Space (sq. ft.) | | :--- | :--- | :--- | :--- | | Gaylord Opryland | Nashville, TN | 2,888 | 640,000 | | Gaylord National | National Harbor, MD | 1,996 | 500,000 | | Gaylord Palms | Kissimmee, FL | 1,718 | 496,000 | | Gaylord Texan | Grapevine, TX | 1,814 | 488,000 | | Gaylord Rockies | Aurora, CO | 1,501 | 409,000 | | Inn at Opryland | Nashville, TN | 303 | 14,000 | | AC Hotel | National Harbor, MD | 192 | 3,700 | [Legal Proceedings](index=74&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course legal actions, with management believing insurance coverage is adequate and no material financial statement impact is expected - The company is involved in ordinary course legal actions and believes existing insurance policies provide adequate coverage, with no expected material impact on financial statements[227](index=227&type=chunk) [Mine Safety Disclosures](index=74&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No disclosures regarding mine safety are applicable or reported Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=74&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE under '**RHP**', with no repurchases in Q4 2022, and an intent to pay annual dividends of **100%** of REIT taxable income - The company's common stock trades on the NYSE under the symbol '**RHP**'[231](index=231&type=chunk) - No shares of the company's common stock were repurchased in the three months ended December 31, 2022[233](index=233&type=chunk) - The company intends to pay annual dividends equal to **100%** of its REIT taxable income, though this is subject to board determination and restrictions in its credit facility[235](index=235&type=chunk)[236](index=236&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=76&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2022, the company achieved significant recovery with total revenues increasing **92.3%** to **$1.81 billion** and net income of **$134.9 million**, driven by Hospitality segment rebound and strategic acquisitions - In June 2022, the company sold a **30%** equity interest in Opry Entertainment Group (OEG) to an affiliate of Atairos for approximately **$296.0 million**[251](index=251&type=chunk) - In May 2022, the company acquired Block 21 in Austin, TX, for an adjusted purchase price of **$255 million**, including the assumption of **$136 million** in debt[254](index=254&type=chunk) Summary Financial Results (2022 vs. 2021) (in millions) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Total revenues | $1,806.0 | $939.4 | 92.3% | | Operating income (loss) | $327.2 | $(58.7) | 657.6% | | Net income (loss) | $134.9 | $(194.8) | 169.3% | | Diluted EPS | $2.33 | $(3.21) | 172.6% | Hospitality Segment Key Performance Indicators (2022 vs. 2021) | Metric | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Occupancy | 66.2% | 39.5% | +26.7 pts | | ADR | $236.86 | $221.33 | +7.0% | | RevPAR | $156.71 | $87.53 | +79.0% | | Total RevPAR | $404.69 | $209.34 | +93.3% | [Liquidity and Capital Resources](index=102&type=section&id=Item%207.%20MD%26A_Liquidity%20and%20Capital%20Resources) As of December 31, 2022, the company maintained strong liquidity with **$334.2 million** in cash and **$754.6 million** available credit, anticipating **$225 million** to **$275 million** in 2023 capital expenditures - At year-end 2022, the company had **$334.2 million** in unrestricted cash and **$754.6 million** available for borrowing under its revolving credit facilities[324](index=324&type=chunk) - The company plans to invest between **$225 million** and **$275 million** in capital expenditures during 2023[325](index=325&type=chunk) Principal Debt Balances (as of Dec 31, 2022) (in millions) | Debt Instrument | Outstanding Balance | | :--- | :--- | | $500M Term Loan B | $371.3 | | $600M Senior Notes | $600.0 | | $700M Senior Notes | $700.0 | | $800M Gaylord Rockies Term Loan | $800.0 | | $300M OEG Term Loan | $299.3 | | Block 21 CMBS Loan | $134.6 | [Critical Accounting Policies and Estimates](index=115&type=section&id=Item%207.%20MD%26A_Critical%20Accounting%20Policies%20and%20Estimates) The company's financial statements rely on critical accounting policies and estimates requiring significant judgment, including impairment assessments, credit loss estimates, and pension plan assumptions - Impairment assessment of long-lived assets requires management to make significant assumptions about future cash flows, growth rates, and holding periods[371](index=371&type=chunk)[372](index=372&type=chunk) - Estimating credit losses for the Gaylord National Bonds is complex, relying on long-term projections of hotel and property tax revenues in the Washington D.C. market through 2037[373](index=373&type=chunk)[374](index=374&type=chunk) - Pension plan accounting is sensitive to assumptions for discount rates and expected long-term return on plan assets - A **1%** change in the discount rate or rate of return could materially affect pension expense[382](index=382&type=chunk)[388](index=388&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=121&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks include interest rate exposure on variable-rate debt, partially hedged by swaps, and fluctuations in pension plan asset values - The company is exposed to interest rate risk on its variable-rate debt, including portions of the Term Loan B, Gaylord Rockies Loan, and OEG Term Loan - It uses interest rate swaps to hedge this exposure[392](index=392&type=chunk)[393](index=393&type=chunk)[396](index=396&type=chunk) - A **100 basis point** increase in the Adjusted Term SOFR would increase annual interest cost on the unhedged portion of the OEG Term Loan (**$199.3 million**) by approximately **$2.0 million**[397](index=397&type=chunk) - The company's pension plan assets, valued at **$52.3 million**, are exposed to market risk - A **10%** decrease in the value of these investments would reduce the fund's value by approximately **$5.2 million**[399](index=399&type=chunk) [Financial Statements and Supplementary Data](index=123&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's consolidated financial statements and supplementary data are included in the report, beginning on page **76** - This item incorporates by reference the company's consolidated financial statements, which begin on page **76** of the report[401](index=401&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=123&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure are reported [Controls and Procedures](index=123&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with no material changes, excluding the recently acquired Block 21 - Management concluded that disclosure controls and procedures were effective as of December 31, 2022[403](index=403&type=chunk) - Management's assessment of internal control over financial reporting concluded that it was effective, but excluded the internal controls of Block 21, which was acquired on May 31, 2022[407](index=407&type=chunk)[408](index=408&type=chunk) [Other Information](index=125&type=section&id=Item%209B.%20Other%20Information) Effective February 23, 2023, the Board of Directors amended and restated the company's bylaws to enhance procedural mechanics and disclosure requirements for stockholder nominations and proposals - On February 23, 2023, the company's Board of Directors amended and restated the bylaws to update procedures for stockholder nominations and proposals[411](index=411&type=chunk)[419](index=419&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=127&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the company's 2023 Proxy Statement - Information required by this item is incorporated by reference from the company's 2023 Proxy Statement[416](index=416&type=chunk) [Executive Compensation](index=129&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive and director compensation is incorporated by reference from the company's 2023 Proxy Statement - Information required by this item is incorporated by reference from the company's 2023 Proxy Statement[421](index=421&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=129&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership by beneficial owners and management, and equity compensation plans, is incorporated by reference from the company's 2023 Proxy Statement - Information required by this item is incorporated by reference from the company's 2023 Proxy Statement[422](index=422&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=129&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related party transactions, and director independence is incorporated by reference from the company's 2023 Proxy Statement - Information required by this item is incorporated by reference from the company's 2023 Proxy Statement[423](index=423&type=chunk) [Principal Accountant Fees and Services](index=129&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on fees paid to and services provided by the principal independent registered public accounting firm is incorporated by reference from the company's 2023 Proxy Statement - Information required by this item is incorporated by reference from the company's 2023 Proxy Statement[424](index=424&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=129&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements, schedules, and numerous exhibits filed as part of the Annual Report on Form 10-K, including debt agreements and management contracts - The report includes financial statement schedules for Valuation and Qualifying Accounts (Schedule II) and Real Estate and Accumulated Depreciation (Schedule III)[427](index=427&type=chunk) - A comprehensive list of exhibits is provided, including key agreements such as the Sixth Amended and Restated Credit Agreement and the Investment Agreement with Atairos related to the OEG transaction[428](index=428&type=chunk)[431](index=431&type=chunk)

Financial Data and Key Metrics Changes - The company generated total revenue of $467.8 million in Q3 2022, with net income to common shareholders of $45.2 million or $0.79 per fully diluted share [43] - Total consolidated adjusted EBITDAre for Q3 2022 was $150.1 million, exceeding the high end of the guidance range of $146 million [43] - The company anticipates full year hospitality adjusted EBITDAre of $491 million to $500 million, an increase of $13 million at the midpoint compared to the prior range [35] Business Line Data and Key Metrics Changes - The hospitality segment achieved record performance in total revenue and adjusted EBITDAre, with hotels delivering $62 million more in revenue and $28 million more in adjusted EBITDAre compared to Q3 2019, despite a 5.6 percentage point decrease in occupancy [6][10] - Leisure transient ADR reached $288, up 42% over Q3 2019, while group hotel room nights saw an 11% increase in average rate compared to the same period [10] - Banqueting revenue reached a record $122 million, the highest quarterly spend by groups across the Gaylord brand [11] Market Data and Key Metrics Changes - Group performance was broad-based across markets, with each Gaylord hotel setting records for total revenue or adjusted EBITDAre in Q3 2022 [13] - The Gaylord Rockies achieved the highest quarterly occupancy in the brand's history at 86.9% [14] - The company added 614,000 gross group room nights to its forward book of business in Q3 2022, with an average contracted rate of $252, marking a 17% increase over last year's third quarter booking ADR [16] Company Strategy and Development Direction - The company focuses on enhancing customer experience and operational efficiency, emphasizing the importance of investing in staff and management during the pandemic [7][9] - Future strategies include upgrading meeting spaces and food and beverage offerings to differentiate assets against limited supply growth in group hotels [23] - The company aims to leverage the strong demand for leisure and group bookings to drive higher rates and occupancy [20][100] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the resilience of the business despite macroeconomic concerns, noting that customer demand for regular programming is outweighing economic worries [21] - The company is optimistic about the upcoming quarters, expecting strong performance driven by holiday programming and group bookings already on the books for 2023 [34][36] - Management highlighted the importance of maintaining a disciplined approach to pricing and bookings to maximize revenue potential [60][100] Other Important Information - The company ended Q3 2022 with $224.7 million of unrestricted cash and a total liquidity of $979.3 million [45] - The net leverage ratio stood at 5.6x, with expectations to end the year at approximately 4.9x, close to pre-pandemic targets [46] - The company reinstated its quarterly dividend of $0.10 per share, totaling approximately $5.5 million [46] Q&A Session Summary Question: What drove the pickup in group room revenue on the books for T+1? - Management attributed the increase to retaining the sales team focused on rebookings, recovering lead volumes, and investments made during the pandemic [60][61] Question: Is the performance at Gaylord National running in line with expectations? - Management indicated that performance is slightly ahead of expectations, with plans for further enhancements to drive leisure occupancy [72][74] Question: What are the signs of improvement in Orlando? - Management noted that convention traffic is returning, and improvements are being seen in the Ole Red locations [85][87] Question: Can you elaborate on the put option that Atairos has? - The put option allows Atairos to request an IPO or sell their interest back to the company if certain conditions are not met by specified anniversaries [91][92]

| --- | --- | --- | --- | --- | |-------------------|-------|-------|-------|-------| | | | | | | | Operational and | | | | | | dividend update | | | | | | September 6, 2022 | | | | | 1 2 2 Forward looking statements This presentation may contain "forward-looking statements" of Ryman Hospitality Properties, Inc. (the "Company") as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Exa ...