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Ryman Hospitality Properties(RHP) - 2024 Q4 - Annual Report

Hospitality Segment - Ryman's Gaylord Hotels properties include five upscale resorts totaling 9,917 rooms, managed by Marriott, focusing on group-oriented meetings and leisure markets [27]. - The Hospitality segment generated approximately 85% of total revenues for the fiscal year ended December 31, 2024, while the Entertainment segment contributed about 15% [29]. - Ryman plans to invest over 1billionincapitalimprovementsacrossitshotelportfoliothrough2027,includinga1 billion in capital improvements across its hotel portfolio through 2027, including a 225 million expansion at Gaylord Opryland [31]. - Ryman's Gaylord Hotels properties were recognized as the 2023 and 2024 STELLA Award Gold Winner for best hotel chain by Northstar Meetings Group [33]. - Gaylord Opryland Resort & Convention Center has a total meeting, exhibit, and pre-function space of approximately 640,000 square feet, with plans for an expansion of 108,000 square feet as part of a nearly 225 million capital improvement plan [36]. - Gaylord Palms Resort & Convention Center features a total meeting, exhibit, and pre-function space of approximately 467,000 square feet, located near Walt Disney World [37]. - Gaylord Texan Resort & Convention Center offers approximately 488,000 square feet of total meeting, exhibit, and pre-function space, situated on 85 acres near Dallas/Fort Worth International Airport [40]. - Gaylord National Resort & Convention Center has a total meeting, exhibit, and pre-function space of approximately 501,000 square feet, located on the Potomac River [41]. - Gaylord Rockies Resort & Convention Center includes approximately 409,000 square feet of indoor meeting, exhibit, and pre-function space, with an additional 76,000 square feet of outdoor meeting space [42]. - JW Marriott San Antonio Hill Country Resort & Spa, acquired on June 30, 2023, features approximately 268,000 square feet of indoor and outdoor meeting and event space [43]. Entertainment Segment - Ryman's Entertainment segment includes a controlling 70% equity interest in Opry Entertainment Group, which encompasses various entertainment assets [28]. - The company operates six Ole Red locations, multi-level entertainment venues showcasing country music talent [50]. - The Grand Ole Opry, celebrating its 100th anniversary in 2025, is a significant entertainment asset with a capacity of approximately 4,400 [45]. - The company completed a 98 million enhancement project at Gaylord Rockies to better position the property for group customers [42]. - The company owns Block 21, a mixed-use complex in Austin, Texas, which includes a 2,750-seat entertainment venue and 251-room hotel [49]. Financial Performance and Strategy - The company has a dividend policy to distribute a minimum of 100% of REIT taxable income annually, subject to board determinations [31]. - The company faces risks related to inflation, capital-intensive operations, and potential legal claims, which could adversely affect financial performance [22]. - At December 31, 2024, borrowings outstanding under the Term Loan B were 292.8million,withanannualinterestrateofSOFRplus2.0292.8 million, with an annual interest rate of SOFR plus 2.0%, meaning a potential increase of approximately 2.9 million in annual interest cost if SOFR rises by 100 basis points [386]. - At December 31, 2024, the value of the investments in the pension fund was 51.0million,withapotentialdecreaseofapproximately51.0 million, with a potential decrease of approximately 5.1 million if the value of the investments drops by 10% [389]. - The company has hedged interest rate exposure on 100.0millionofborrowingsundertheOEGTermLoan,fixingtheSOFRportionofinterestpaymentsthroughDecember2025[387].Thecompanysoverallmarketriskexposuresrelatedtointerestratesandassetvaluescouldmateriallyaffectitsconsolidatedfinancialpositionandresultsofoperations[390].EmployeeandCorporateCultureAsofDecember31,2024,thecompanyemployed1,929people,with1,047fulltimeand882parttimeemployees,and53100.0 million of borrowings under the OEG Term Loan, fixing the SOFR portion of interest payments through December 2025 [387]. - The company’s overall market risk exposures related to interest rates and asset values could materially affect its consolidated financial position and results of operations [390]. Employee and Corporate Culture - As of December 31, 2024, the company employed 1,929 people, with 1,047 full-time and 882 part-time employees, and 53% of the workforce were female [64]. - The company has maintained employee healthcare premium increases at or below 5% over the last three years, capping this year's increase at 2.5% [66]. - The company has a commitment to pay equity, conducting regular compensation studies to ensure competitive pay across genders and minority groups [67]. - The company offers a comprehensive benefits package, including a competitive 401(k) plan with employer match and paid parental leave of four weeks at full pay for eligible employees [72]. - The company has a people-first culture, focusing on employee engagement through regular updates and recognition programs [72]. - The company emphasizes training and development through Ryman Hospitality University, offering various professional skills and personal development courses [72]. - The company has established the RHP Foundation to formalize charitable commitments and strengthen local communities since 2005 [70]. Management Agreements and Fees - The management agreements with Marriott for Gaylord Hotels properties require a base management fee of approximately 2% to 3.5% of gross revenues, with additional incentive fees based on available cash flow [78][81][82]. - The management agreement for Gaylord Rockies requires a base management fee of approximately 3% of gross revenues and an incentive fee of 20% of available cash flow [81]. - The management agreement with Marriott requires a base management fee of 3.5% of gross revenues for the first year post-sale, increasing to 3.75% in the second year, and 4.0% thereafter, expiring in 2030 [86]. - Total Marriott base management fees incurred for 2024, 2023, and 2022 were 48.0 million, 42.8million,and42.8 million, and 35.1 million, respectively, reflecting a year-over-year increase of 2.8% from 2023 to 2024 [88]. - Total incentive fees incurred during 2024, 2023, and 2022 were 30.0million,30.0 million, 28.5 million, and $13.5 million, respectively, indicating a significant increase of 5.3% from 2023 to 2024 [88]. Regulatory and Compliance - The company is subject to various federal, state, and local regulations, including health and safety laws, which may require capital expenditures to comply [90]. - The company’s entertainment attractions are also subject to the Americans with Disabilities Act and similar state laws, with compliance relying on Marriott under management agreements [92]. - The group convention business at Gaylord Hotels properties experiences seasonal demand fluctuations, particularly during year-end holiday periods [89].