Annual Statements Open main menu

Ryman Hospitality Properties, Inc. - Quarter Report: 2021 June (Form 10-Q)

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, 2021

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 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 July 31, 2021

Common Stock, par value $.01

55,065,442 shares

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC.

FORM 10-Q

For the Quarter Ended June 30, 2021

INDEX

    

Page

Part I - Financial Information

3

Item 1. Financial Statements.

3

Condensed Consolidated Balance Sheets (Unaudited) – June 30, 2021 and December 31, 2020

3

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - For the Three Months and Six Months Ended June 30, 2021 and 2020

4

Condensed Consolidated Statements of Cash Flows (Unaudited) - For the Six Months Ended June 30, 2021 and 2020

5

Condensed Consolidated Statements of Equity (Deficit) and Noncontrolling Interest (Unaudited) - For the Three Months and Six Months Ended June 30, 2021 and 2020

6

Notes to Condensed Consolidated Financial Statements (Unaudited)

7

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

21

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

48

Item 4. Controls and Procedures.

48

Part II - Other Information

48

Item 1. Legal Proceedings.

48

Item 1A. Risk Factors.

48

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

49

Item 3. Defaults Upon Senior Securities.

49

Item 4. Mine Safety Disclosures.

49

Item 5. Other Information.

49

Item 6. Exhibits.

50

SIGNATURES

51

2

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. – FINANCIAL STATEMENTS.

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

    

June 30, 

    

December 31, 

2021

2020

ASSETS:

 

  

 

  

Property and equipment, net (including $0 and $932,473 from VIEs, respectively)

$

3,104,336

$

3,117,247

Cash and cash equivalents - unrestricted (including $0 and $14,441 from VIEs, respectively)

 

71,612

 

56,697

Cash and cash equivalents - restricted

 

17,013

 

23,057

Notes receivable, net

 

71,972

 

71,923

Trade receivables, net

 

36,937

 

20,106

Prepaid expenses and other assets (including $0 and $32,966 from VIEs, respectively)

 

103,545

 

100,494

Intangible assets, net (including $0 and $162,366 from VIEs, respectively)

146,885

166,971

Total assets

$

3,552,300

$

3,556,495

LIABILITIES AND EQUITY:

 

  

 

  

Debt and finance lease obligations (including $0 and $794,416 from VIEs, respectively)

$

2,970,145

$

2,658,008

Accounts payable and accrued liabilities (including $0 and $59,573 from VIEs, respectively)

 

238,460

 

203,121

Dividends payable

 

332

 

843

Deferred management rights proceeds

 

172,173

 

172,724

Operating lease liabilities

 

108,283

 

107,569

Deferred income tax liabilities, net

5,838

665

Other liabilities (including $0 and $18,978 from VIEs, respectively)

 

82,888

 

92,779

Total liabilities

3,578,119

3,235,709

Commitments and contingencies

 

 

Noncontrolling interest in consolidated joint venture

100,969

Equity:

Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding

 

 

Common stock, $.01 par value, 400,000 shares authorized, 55,065 and 54,982 shares issued and outstanding, respectively

 

551

 

550

Additional paid-in capital

 

1,095,415

 

1,192,261

Treasury stock of 648 and 648 shares, at cost

 

(18,467)

 

(18,467)

Distributions in excess of retained earnings

 

(1,074,872)

 

(911,092)

Accumulated other comprehensive loss

 

(40,647)

 

(57,951)

Total stockholders' equity (deficit)

 

(38,020)

 

205,301

Noncontrolling interest in Operating Partnership

12,201

14,516

Total equity (deficit)

(25,819)

219,817

Total liabilities and equity

$

3,552,300

$

3,556,495

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

3

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except per share data)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2021

    

2020

    

2021

    

2020

    

Revenues:

 

  

 

  

 

  

 

  

 

Rooms

$

61,971

$

2,802

$

90,199

$

108,930

Food and beverage

 

45,619

 

1,510

 

63,794

 

147,260

Other hotel revenue

 

28,098

 

5,993

 

51,497

 

39,786

Entertainment

 

35,173

 

4,376

 

49,546

 

31,735

Total revenues

 

170,861

 

14,681

 

255,036

 

327,711

Operating expenses:

 

  

 

  

 

  

 

  

Rooms

 

15,039

 

4,472

 

24,516

 

36,780

Food and beverage

 

33,748

 

11,891

 

53,077

 

95,702

Other hotel expenses

 

61,365

 

45,045

 

115,922

 

135,519

Management fees, net

 

2,149

 

(563)

 

2,902

 

4,929

Total hotel operating expenses

 

112,301

 

60,845

 

196,417

 

272,930

Entertainment

 

25,639

 

13,457

 

44,330

 

42,803

Corporate

 

8,978

 

7,258

 

16,506

 

15,394

Preopening costs

 

217

 

700

 

616

 

1,501

Gain on sale of assets

(317)

(1,261)

Credit loss on held-to-maturity securities

19,145

24,973

Depreciation and amortization

54,673

54,011

107,988

107,356

Total operating expenses

 

201,808

 

155,416

 

365,540

 

463,696

Operating loss

 

(30,947)

 

(140,735)

 

(110,504)

 

(135,985)

Interest expense

 

(29,847)

 

(30,042)

 

(60,643)

 

(59,400)

Interest income

 

1,451

 

1,854

 

2,821

 

4,225

Loss on extinguishment of debt

(2,949)

Loss from unconsolidated joint ventures

 

(1,910)

 

(1,820)

 

(3,519)

 

(3,715)

Other gains and (losses), net

 

(173)

 

(16,755)

 

201

 

(16,560)

Loss before income taxes

 

(61,426)

 

(187,498)

 

(174,593)

 

(211,435)

Provision for income taxes

 

(1,623)

 

(161)

 

(5,577)

 

(26,960)

Net loss

(63,049)

(187,659)

(180,170)

(238,395)

Net loss attributable to noncontrolling interest in consolidated joint venture

4,708

14,167

16,501

18,387

Net loss attributable to noncontrolling interest in Operating Partnership

422

1,229

Net loss available to common stockholders

$

(57,919)

$

(173,492)

$

(162,440)

$

(220,008)

Basic loss per share available to common stockholders

$

(1.05)

$

(3.16)

$

(2.95)

$

(4.00)

Diluted loss per share available to common stockholders

$

(1.05)

$

(3.16)

$

(2.95)

$

(4.00)

Comprehensive loss, net of taxes

$

(51,845)

$

(188,848)

$

(162,866)

$

(277,021)

Comprehensive loss, net of taxes, attributable to noncontrolling interest in consolidated joint venture

4,708

14,228

15,419

27,057

Comprehensive loss, net of taxes, attributable to noncontrolling interest in Operating Partnership

341

1,104

Comprehensive loss, net of taxes, available to common stockholders

$

(46,796)

$

(174,620)

$

(146,343)

$

(249,964)

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

4

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Six Months Ended

June 30, 

    

2021

    

2020

    

Cash Flows from Operating Activities:

 

  

 

  

 

Net loss

$

(180,170)

$

(238,395)

Amounts to reconcile net loss to net cash flows used in operating activities:

 

Provision for deferred income taxes

 

5,173

26,641

Depreciation and amortization

 

107,988

107,356

Amortization of deferred financing costs

 

4,379

3,851

Credit loss on held-to-maturity securities

24,973

Forfeiture of Block 21 earnest deposit

15,000

Write-off of deferred financing costs

 

235

Loss from unconsolidated joint ventures

3,519

3,715

Stock-based compensation expense

 

5,668

4,419

Changes in:

 

Trade receivables

 

(16,831)

52,237

Accounts payable and accrued liabilities

 

35,827

(109,821)

Other assets and liabilities

 

6,553

(1,012)

Net cash flows used in operating activities

 

(27,894)

 

(110,801)

Cash Flows from Investing Activities:

 

  

 

  

Purchases of property and equipment

 

(53,493)

(83,139)

Purchase of land adjacent to Gaylord Rockies

(22,000)

Purchase of additional interest in Gaylord Rockies joint venture

(188,000)

Investment in other joint ventures

 

(4,619)

(6,728)

Other investing activities, net

 

5,462

1,691

Net cash flows used in investing activities

 

(262,650)

 

(88,176)

Cash Flows from Financing Activities:

 

  

 

  

Net borrowings under revolving credit facility

 

119,000

25,000

Repayments under term loan B

 

(2,500)

(2,500)

Issuance of senior notes

600,000

Redemption of senior notes

(400,000)

Deferred financing costs paid

 

(10,628)

(1,510)

Redemption of noncontrolling interest in Operating Partnership

(2,438)

Payment of dividends

 

(499)

(102,315)

Distributions from consolidated joint venture to noncontrolling interest partners

(992)

Payment of tax withholdings for share-based compensation

 

(3,407)

(1,660)

Other financing activities, net

 

(113)

(143)

Net cash flows provided by (used in) financing activities

 

299,415

 

(84,120)

Net change in cash, cash equivalents, and restricted cash

 

8,871

 

(283,097)

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

 

79,754

 

420,396

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

$

88,625

$

137,299

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

Cash and cash equivalents - unrestricted

$

71,612

$

82,376

Cash and cash equivalents - restricted

17,013

 

54,923

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

$

88,625

$

137,299

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

5

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

Additional

in Excess of

Other

Total

Interest in

Interest in

Common

Paid-in

Treasury

Retained

Comprehensive

Stockholders'

Operating

Total

Consolidated

Stock 

Capital 

Stock

Earnings

Loss

Equity

Partnership

Equity

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)

 

Stock-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)

 

Stock-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)

$

    

    

    

    

Distributions

    

Accumulated

    

    

Noncontrolling

    

    

Noncontrolling

Additional

in Excess of

Other

Total

Interest in

Interest in

Common

Paid-in

Treasury

Retained

Comprehensive

Stockholders'

Operating

Total

Consolidated

Stock 

Capital 

Stock

Earnings

Loss

Equity

Partnership

Equity

Joint Venture

BALANCE, December 31, 2019

$

549

$

1,185,168

$

(17,315)

$

(495,514)

$

(28,159)

$

644,729

$

$

644,729

$

221,511

Net loss

 

 

 

 

(46,516)

 

 

(46,516)

 

 

(46,516)

 

(4,220)

Adjustment of noncontrolling interest to redemption value

54,265

54,265

54,265

(54,265)

Transition adjustment related to adoption of ASU 2016-13

(5,343)

2,158

(3,185)

(3,185)

Other comprehensive loss, net of income taxes

 

 

 

 

 

(37,437)

 

(37,437)

 

 

(37,437)

 

Payment of dividends ($0.95 per share)

 

 

147

 

(557)

 

(51,996)

 

 

(52,406)

 

 

(52,406)

 

Restricted stock units and stock options surrendered

 

1

 

(1,660)

 

 

 

 

(1,659)

 

 

(1,659)

 

Stock-based compensation expense

 

 

2,230

 

 

 

 

2,230

 

 

2,230

 

BALANCE, March 31, 2020

$

550

$

1,185,885

$

(17,872)

$

(545,104)

$

(63,438)

$

560,021

$

$

560,021

$

163,026

Net loss

 

 

 

 

(173,492)

 

 

(173,492)

 

 

(173,492)

 

(14,167)

Adjustment of noncontrolling interest to redemption value

6,174

6,174

6,174

(6,174)

Other comprehensive loss, net of income taxes

 

 

 

 

 

(1,189)

 

(1,189)

 

 

(1,189)

 

Payment of dividends

 

 

 

(595)

 

624

 

 

29

 

 

29

 

Distribution from consolidated joint venture to noncontrolling interest partners

(992)

Restricted stock units and stock options surrendered

 

 

(29)

 

 

 

 

(29)

 

 

(29)

 

Stock-based compensation expense

 

 

2,190

 

 

 

 

2,190

 

 

2,190

 

BALANCE, June 30, 2020

$

550

$

1,188,046

$

(18,467)

$

(711,798)

$

(64,627)

$

393,704

$

$

393,704

$

141,693

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

6

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION:

On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a real estate investment trust (“REIT”) for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), 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, 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 for approximately $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 previously consolidated the Gaylord Rockies joint venture 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, 2020, 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 now wholly-owned by the Company, it is no longer considered as a VIE.

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

The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. 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,

7

Table of Contents

recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.

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

Impact of COVID-19 Pandemic

The novel coronavirus disease (COVID-19) pandemic has spread throughout the United States and continues to have an unprecedented impact on the U.S. economy. Due to the COVID-19 pandemic, the Company has experienced disruption of its business and in March 2020 temporarily suspended operations of most of its assets, as further described below. While the Company’s assets, including Gaylord National, which reopened July 1, 2021, are now open and operating, there is 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.

The Company, in consultation with local governmental authorities, first determined to close its Nashville-based entertainment venues in mid-March 2020. As cancellations at the Gaylord Hotels properties began to increase, the Company and its hotel manager, Marriott, implemented a series of operational changes, culminating with the suspension of operations at the Gaylord Hotels properties in late March 2020. Gaylord Texan reopened June 8, 2020, and Gaylord Opryland, Gaylord Palms and Gaylord Rockies reopened June 25, 2020. Gaylord National reopened July 1, 2021.

In the Company’s Entertainment segment, in addition to the temporary closure of its entertainment assets, the Company took steps to reduce operating costs in all areas. Many of the Company’s attractions reopened at reduced capacities in May and June 2020. The Grand Ole Opry and Ryman Auditorium began offering limited-capacity tours in June 2020, in September 2020, they reopened for limited-capacity publicly attended performances, and in May 2021, they reopened for full-capacity publicly attended performances. After the April 2021 reopening of the Wildhorse Saloon, which was closed through March 2021 subsequent to the December 2020 downtown Nashville bombing, all of the Company’s entertainment assets are open.

The Company amended its credit facility on April 23, 2020, and again on December 22, 2020, as described in Note 5, “Debt,” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company continues to pay all required debt service payments on its indebtedness, lease payments, taxes and other payables.

At June 30, 2021, the Company had $474.7 million available for borrowing under its revolving credit facility and $71.6 million in unrestricted cash on hand. The Company’s quarterly dividend is currently suspended. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Company’s credit agreement permits payment of dividends as necessary to maintain the Company’s REIT status and permits the Company to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of director’s determinations as to the amount of distributions and timing thereof.

With the exception of the Gaylord Palms expansion project and the renovation of the guest rooms at Gaylord National, the Company has deferred substantially all non-essential capital projects, in addition to delaying the Gaylord Rockies expansion project, which was scheduled to begin construction in second quarter 2020. The Gaylord Palms expansion project was completed in April 2021, and the Company believes the expansion will allow Gaylord Palms to serve groups that have moved their meetings to later in 2021 and beyond.

Newly Issued Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740),” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted this ASU in the first quarter of 2021, and this adoption did not have a material impact on the Company’s condensed consolidated financial statements.

8

Table of Contents

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

2. REVENUES:

Revenues from occupied hotel rooms are recognized over time as the daily hotel stay is provided to hotel groups and guests. Revenues from concessions, food and beverage sales, and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the hotel group or guest. Revenues from ancillary services at the Company’s hotels, such as spa, parking, and transportation services, are generally recognized at the time the goods or services are provided. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are generally recognized as revenue in the period the Company determines it is probable that a significant reversal in the amount of revenue recognized will not occur, which is typically the period these fees are collected. The Company generally recognizes revenues from the Entertainment segment at the point in time that services are provided or goods are delivered or shipped to the customer, as applicable. 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.

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

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2021

    

2020

    

2021

    

2020

Hotel group rooms

$

20,079

$

153

$

24,591

$

82,864

Hotel transient rooms

 

41,892

 

2,649

 

65,608

 

 

26,066

Hotel food and beverage - banquets

 

18,251

 

81

 

22,220

 

 

108,251

Hotel food and beverage - outlets

 

27,368

 

1,429

 

41,574

 

 

39,009

Hotel other

 

28,098

 

5,993

 

51,497

 

 

39,786

Entertainment admissions/ticketing

 

12,655

 

486

 

15,815

 

 

10,767

Entertainment food and beverage

 

12,160

 

1,499

 

16,956

 

 

11,526

Entertainment produced content

1,165

678

3,291

2,617

Entertainment retail and other

 

9,193

 

1,713

 

13,484

 

 

6,825

Total revenues

$

170,861

$

14,681

 

$

255,036

 

$

327,711

9

Table of Contents

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

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2021

    

2020

    

2021

    

2020

Gaylord Opryland

 

$

45,002

$

1,320

 

$

66,761

$

77,447

Gaylord Palms

 

32,702

 

814

 

47,819

 

46,189

Gaylord Texan

 

34,069

 

5,472

 

52,427

 

61,468

Gaylord National

 

2,311

 

529

 

3,568

 

49,923

Gaylord Rockies

18,338

1,806

30,308

56,404

AC Hotel

 

1,459

 

146

 

2,264

 

1,995

Inn at Opryland

 

1,807

 

218

 

2,343

 

2,550

Total Hospitality segment revenues

$

135,688

$

10,305

$

205,490

$

295,976

The majority of the Company’s Entertainment segment revenues are concentrated in Tennessee.

The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. At June 30, 2021 and December 31, 2020, the Company had $105.2 million and $70.4 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, 2020, approximately $8.0 million was recognized in revenue during the six months ended June 30, 2021.

3. INCOME (LOSS) PER SHARE:

The weighted average number of common shares outstanding is calculated as follows (in thousands):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2021

    

2020

    

2021

    

2020

Weighted average shares outstanding - basic

55,058

54,974

55,026

54,943

Effect of dilutive stock-based compensation

Effect of dilutive put rights

 

 

 

 

Weighted average shares outstanding - diluted

 

55,058

 

54,974

 

55,026

 

54,943

For the three months ended June 30, 2021 and 2020, the effect of dilutive stock-based compensation was the equivalent of 0.1 million shares of common stock outstanding, respectively. For the six months ended June 30, 2021 and 2020, the effect of dilutive stock-based compensation was the equivalent of 0.1 million shares of common stock outstanding, respectively. Because the Company had a loss available to common stockholders in the three months and six months ended June 30, 2021 and 2020, these incremental shares were excluded from the computation of dilutive earnings per share as the effect of their inclusion would have been anti-dilutive.

As more fully discussed in Note 4, “Investment in Gaylord Rockies Joint Venture,” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, certain affiliates of Ares Management, L.P. each had a put right to require the Company to purchase their joint venture interests in the Gaylord Rockies joint venture in consideration of cash or operating partnership units (“OP Units”) of RHP Hotel Properties, LP (the “Operating Partnership”). These put rights were exercised during 2020 and are excluded from the computation of dilutive earnings per share for the three months and six months ended June 30, 2020 as the effect of their inclusion would have been anti-dilutive due to the Company’s loss available to common stockholders in that period. The OP Units held by the noncontrolling interest holders have been excluded from the denominator of the diluted loss per share calculation for the three months and six months ended June 30, 2021 as there would be no effect on the calculation of diluted loss per share because the loss attributable to the OP Units held by the noncontrolling interest holders would also be subtracted to derive net loss available to common stockholders.

10

Table of Contents

4. 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 11, “Pension Plans,” interest rate derivatives designated as cash flow hedges related to the Company’s outstanding debt as discussed in Note 7, “Debt,” and amounts related to an other-than-temporary impairment of a held-to-maturity investment that existed prior to 2020 with respect to the notes receivable discussed in Note 6, “Notes Receivable,” to the condensed consolidated financial statements included herein, and Note 3, “Notes Receivable,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Changes in accumulated other comprehensive loss by component for the six months ended June 30, 2021 and 2020 consisted of the following (in thousands):

Other-Than-

Minimum

Temporary

Pension

Impairment of

Interest Rate

    

Liability

    

Investment

    

Derivatives

    

Total

Balance, December 31, 2020

$

(26,623)

$

(3,509)

$

(27,819)

$

(57,951)

Gains arising during period

8,324

176

8,500

Amounts reclassified from accumulated other comprehensive loss

588

 

105

 

8,111

 

8,804

Net other comprehensive income

 

8,912

 

105

 

8,287

 

17,304

Balance, June 30, 2021

$

(17,711)

$

(3,404)

$

(19,532)

$

(40,647)

Other-Than-

Minimum

Temporary

Pension

Impairment of

Interest Rate

    

Liability

    

Investment

    

Derivatives

    

Total

Balance, December 31, 2019

$

(23,916)

$

(5,877)

$

1,634

$

(28,159)

Losses arising during period

(1,106)

(40,148)

(41,254)

Amounts reclassified from accumulated other comprehensive loss

 

33

 

105

 

2,490

 

2,628

Net other comprehensive income (loss)

 

(1,073)

 

105

 

(37,658)

 

(38,626)

Transition adjustment related to adoption of ASU 2016-13

2,158

2,158

Balance, June 30, 2020

$

(24,989)

$

(3,614)

$

(36,024)

$

(64,627)

5. PROPERTY AND EQUIPMENT:

Property and equipment, including right-of-use finance lease assets, at June 30, 2021 and December 31, 2020 is recorded at cost (except for right-of-use finance lease assets) and summarized as follows (in thousands):

June 30, 

December 31, 

    

2021

    

2020

Land and land improvements

$

377,593

$

351,618

Buildings

 

3,574,067

 

3,462,218

Furniture, fixtures and equipment

 

942,051

 

960,666

Right-of-use finance lease assets

1,613

1,613

Construction-in-progress

 

72,079

 

166,084

 

4,967,403

 

4,942,199

Accumulated depreciation and amortization

 

(1,863,067)

 

(1,824,952)

Property and equipment, net

$

3,104,336

$

3,117,247

6. NOTES RECEIVABLE:

As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, 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 $72.0 million and $71.9 million at June 30, 2021 and December 31, 2020, respectively, net of credit loss reserve of $38.0 million at each of June 30, 2021 and December 31, 2020. 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

11

Table of Contents

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 Company increased its credit loss reserve by $19.1 million and $25.0 million in the three months and six months ended June 30, 2020, respectively. As a result of additional credit loss reserves recorded in the year ended December 31, 2020, at June 30, 2021, 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.

During the three months ended June 30, 2021 and 2020, the Company recorded interest income of $1.4 million and $1.7 million, respectively, on these bonds. During the six months ended June 30, 2021 and 2020, the Company recorded interest income of $2.7 million and $3.2 million, respectively, on these bonds. The Company received payments of $2.8 million and $2.9 million during the six months ended June 30, 2021 and 2020, respectively, relating to these bonds. At each of June 30, 2021 and December 31, 2020, before consideration of the credit loss reserve, the Company had accrued interest receivable related to these bonds of $40.9 million.

7. DEBT:

The Company’s debt and finance lease obligations at June 30, 2021 and December 31, 2020 consisted of (in thousands):

June 30, 

December 31, 

    

2021

    

2020

$700M Revolving Credit Facility, interest at LIBOR plus 2.25%, maturing March 31, 2024

$

225,000

$

106,000

$300M Term Loan A, interest at LIBOR plus 2.25%, maturing March 31, 2025

 

300,000

 

300,000

$500M Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024

 

378,750

 

381,250

$400M Senior Notes, interest at 5.0%, original maturity April 15, 2023

 

 

400,000

$600M Senior Notes, interest at 4.50%, maturing February 15, 2029

 

600,000

 

$700M Senior Notes, interest at 4.75%, maturing October 15, 2027

 

700,000

 

700,000

$800M Gaylord Rockies Term Loan, interest at LIBOR plus 2.50%, maturing July 2, 2023

 

800,000

 

800,000

Finance lease obligations

980

1,095

Unamortized deferred financing costs

(36,612)

(32,504)

Unamortized premium

2,027

2,167

Total debt

$

2,970,145

$

2,658,008

Amounts due within one year consist of the amortization payments for the $500 million term loan B of 1.0% of the original principal balance, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

At June 30, 2021, there were no defaults under the covenants related to the Company’s outstanding debt based on the amended terms reached with the lenders in December 2020.

Tender Offer and Redemption of $400 Million 5% Senior Notes Due 2023

On February 9, 2021, the Company commenced a cash tender offer for any and all outstanding $400 million 5% senior notes due 2023 (the “$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 the $400 Million 5% Senior Notes were validly tendered. The Company used a portion of the proceeds from the issuance of the $600 million 4.50% senior notes discussed below to fund the tender offer.

In accordance with the indenture governing the $400 Million 5% Senior Notes, subsequent to expiration of the tender offer, in February 2021 the Company gave irrevocable notice of the redemption of all remaining $400 Million 5% Senior

12

Table of Contents

Notes not tendered in the tender offer. The redemption and cancellation of the remaining $400 Million 5% Senior Notes was completed on April 15, 2021. The Company used a portion of the proceeds from the issuance of the $600 million 4.50% senior notes discussed below to fund the redemption.

As a result of the Company’s purchase of tendered $400 Million 5% Senior Notes and the redemption of all untendered $400 Million 5% Senior Notes, the Company recognized a loss on extinguishment of debt of $2.9 million in the six months ended June 30, 2021.

$600 Million 4.50% Senior Notes Due 2029

On February 17, 2021, the Operating Partnership and RHP Finance Corporation, a Delaware corporation (“Finco”) completed the private placement of $600.0 million in aggregate principal amount of 4.50% senior notes due 2029 (the “$600 Million 4.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Company’s credit agreement. The $600 Million 4.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank National Association, as trustee. The $600 Million 4.50% 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, beginning on August 15, 2021. 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 Company’s $700 million 4.75% senior notes due 2027, 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 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 net proceeds from the issuance of the $600 Million 4.50% Senior Notes totaled approximately $591 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used a significant portion of these proceeds to tender and redeem the previous $400 Million 5% Senior Notes, as discussed above, and to repay all of the amounts outstanding under the Company’s revolving credit facility. The Company used the remaining net proceeds for general corporate purposes.

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.

Interest Rate Derivatives

The Company has entered into interest rate swaps to manage interest rate risk associated with the Company’s $500 million term loan B and the Gaylord Rockies $800 million 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.

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 $16.0 million will be reclassified from accumulated other comprehensive loss to interest expense in the next twelve months.

13

Table of Contents

The estimated fair value of the Company’s derivative financial instruments at June 30, 2021 and December 31, 2020 is as follows (in thousands):

Estimated Fair Value

Asset (Liability) Balance

Strike

Notional

June 30, 

December 31, 

Hedged Debt

Type

Rate

Index

Maturity Date

Amount

2021

2020

Term Loan B

Interest Rate Swap

1.2235%

1-month LIBOR

May 11, 2023

$ 87,500

$

(1,601)

$

(2,206)

Term Loan B

Interest Rate Swap

1.2235%

1-month LIBOR

May 11, 2023

$ 87,500

(1,601)

(2,206)

Term Loan B

Interest Rate Swap

1.2235%

1-month LIBOR

May 11, 2023

$ 87,500

(1,601)

(2,206)

Term Loan B

Interest Rate Swap

1.2315%

1-month LIBOR

May 11, 2023

$ 87,500

(1,614)

(2,222)

Gaylord Rockies Term Loan

Interest Rate Swap

1.6500%

1-month LIBOR

August 1, 2022

$ 800,000

(13,115)

(18,979)

$

(19,532)

$

(27,819)

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.

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

Amount of Gain (Loss)

Amount of Gain (Loss)

Recognized in OCI

Reclassified from Accumulated

on Derivative

Location of Gain (Loss)

OCI into Income (Expense)

Three Months Ended

Reclassified from

Three Months Ended

June 30, 

Accumulated OCI

June 30, 

2021

2020

   

into Income (Expense)

   

2021

2020

   

Derivatives in Cash Flow Hedging Relationships:

   

Interest rate swaps

$

(426)

$

(4,201)

Interest expense

$

(4,110)

$

(2,942)

Total derivatives

$

(426)

$

(4,201)

$

(4,110)

$

(2,942)

Amount of Gain (Loss)

Amount of Gain (Loss)

Recognized in OCI on

Reclassified from Accumulated

Derivative

Location of Gain (Loss)

OCI into Income (Expense)

Six Months Ended

Reclassified from

Six Months Ended

June 30, 

Accumulated OCI

June 30, 

2021

2020

   

into Income (Expense)

   

2021

2020

   

Derivatives in Cash Flow Hedging Relationships:

   

Interest rate swaps

$

176

$

(40,148)

Interest expense

$

(8,111)

$

(2,490)

Total derivatives

$

176

$

(40,148)

$

(8,111)

$

(2,490)

Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended June 30, 2021 and 2020 was $29.8 million and $30.0 million, respectively, and for the six months ended June 30, 2021 and 2020 was $60.6 million and $59.4 million, respectively.

At June 30, 2021, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $20.8 million. As of June 30, 2021, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at the aggregate termination value of $20.8 million. In addition, the Company has an agreement with its derivative counterparty that contains a 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.

8. DEFERRED MANAGEMENT RIGHTS PROCEEDS:

On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord 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

14

Table of Contents

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.

9. LEASES:

The Company is a lessee of a 65.3 acre site in Osceola County, Florida on which Gaylord Palms is located, building or land leases for Ole Red Gatlinburg, Ole Red Orlando and Ole Red Tishomingo, various warehouse, general office and other equipment leases. The Gaylord Palms land lease has a term through 2074, which may be extended through January 2101, at the Company’s discretion. The leases for Ole Red locations range from five to ten years, with renewal options ranging from five to fifty-five years, at the Company’s discretion. Extension options are not considered reasonably assured and as a result are not included in the Company’s calculation of its right-of-use assets and lease liabilities.

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 six months ended June 30, 2021 and 2020 are as follows (in thousands):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

2021

2020

2021

2020

Operating lease cost

$

3,243

$

2,793

$

6,370

$

6,080

Finance lease cost:

Amortization of right-of-use assets

 

37

 

37

 

74

 

74

Interest on lease liabilities

 

10

 

12

 

21

 

25

Net lease cost

$

3,290

$

2,842

$

6,465

$

6,179

15

Table of Contents

Future minimum lease payments under non-cancelable leases at June 30, 2021 are as follows (in thousands):

    

Operating

    

Finance

Leases 

Leases 

Year 1

$

6,248

$

248

Year 2

 

6,065

 

232

Year 3

 

5,922

 

106

Year 4

 

5,866

 

46

Year 5

 

6,049

 

46

Years thereafter

 

565,247

 

544

Total future minimum lease payments

 

595,397

 

1,222

Less amount representing interest

 

(487,114)

(242)

Total present value of minimum payments

$

108,283

$

980

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

Weighted-average remaining lease term:

Operating leases

50.0

years

Finance leases

10.3

years

Weighted-average discount rate:

Operating leases

6.9

%

Finance leases

4.0

%

10. STOCK PLANS:

During the six months ended June 30, 2021, the Company granted 0.3 million restricted stock units with a weighted-average grant date fair value of $73.69 per unit. There were 0.5 million and 0.4 million restricted stock units outstanding at June 30, 2021 and December 31, 2020, respectively.

Compensation expense for the Company’s stock-based compensation plans was $3.1 million and $2.2 million for the three months ended June 30, 2021 and 2020, respectively, and $5.7 million and $4.4 million for the six months ended June 30, 2021 and 2020, respectively.

11. PENSION PLANS:

Net periodic pension expense (benefit) reflected in other gains and (losses), net in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2021

    

2020

    

2021

    

2020

    

Interest cost

$

478

$

675

$

950

$

1,351

Expected return on plan assets

 

(1,028)

 

(1,054)

 

(2,047)

 

(2,109)

Amortization of net actuarial loss

 

295

 

281

 

584

 

563

Net settlement loss

566

566

Total net periodic pension expense (benefit)

$

311

$

(98)

$

53

$

(195)

As a result of increased lump-sum distributions from the Company’s qualified retirement plan during 2021, a net settlement loss of $0.6 million was recognized in the three months and six months ended June 30, 2021.

In addition, the increase in lump-sum distributions required the Company to re-measure its liability under its pension plan as of June 30, 2021. As a result of the re-measurement, as well as an increase in the pension plan’s assumed discount rate from 1.95% at December 31, 2020 to 2.31% at June 30, 2021, the Company recorded a $6.9 million

16

Table of Contents

decrease to its liability under the pension plan and a corresponding decrease in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet at June 30, 2021.

12. INCOME TAXES:

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

For the three months ended June 30, 2021 and 2020, the Company recorded an income tax provision of $1.6 million and $0.2 million, respectively. For the six months ended June 30, 2021 and 2020, the Company recorded an income tax provision of $5.6 million and $27.0 million, respectively. The income tax provision for the six months ended June 30, 2021 and 2020 included the recording of a valuation allowance of $3.6 million and $26.7 million, respectively, as further described below. Additionally, in the six months ended June 30, 2021 and 2020, the Company recorded an income tax provision of $2.0 million and $0.2 million, respectively, inclusive of valuation allowance, related to the current period operations of the Company.

Due to the financial statement impact of the COVID-19 pandemic, in connection with the preparation of the condensed consolidated financial statements included herein, the Company reassessed the realizability of net deferred tax assets during 2020, and as a result, the Company included a valuation allowance of $26.7 million in its income tax provision for the six months ended June 30, 2020 on the net deferred tax assets of its TRSs. After further analysis, the Company identified the need for an additional valuation allowance related to the deferred tax assets in 2020 of $3.6 million, which is included in the income tax provision for the six months ended June 30, 2021.

At June 30, 2021 and December 31, 2020, the Company had no unrecognized tax benefits.

13. COMMITMENTS AND CONTINGENCIES:

The Company has entered into limited repayment and carry guaranties related to 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) customary non-recourse carve-outs.

In April 2019, a subsidiary of the Company entered into a joint venture with Gray Television, Inc. to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle, Circle. The Company acquired a 50% equity interest in this joint venture and has made capital contributions of $17.0 million. In addition, the Company intends to contribute up to an additional $4.0 million through December 31, 2021. The Company accounts for its investment in this joint venture under the equity method of accounting.

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

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

14. EQUITY:

Dividends

Due to the COVID-19 pandemic, the Company has suspended its regular quarterly dividend payments. The Company’s board of directors will consider a future dividend as permitted by the Company’s credit agreement. The Company’s credit agreement permits payment of dividends as necessary to maintain the Company’s REIT status and permits the

17

Table of Contents

Company to pay a dividend of $0.01 per share each quarter. Any future dividend is subject to the Company’s board of director’s determination as to the amount of distributions and the timing thereof.

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 June 30, 2021, 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. 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. Net proceeds which are not used for the repayment of outstanding indebtedness (to the extent then permitted by the Company’s credit agreement) may be used for general corporate purposes.

No shares were issued under the ATM Agreement during the three months and six months ended June 30, 2021.

15. FAIR VALUE MEASUREMENTS:

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

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.

18

Table of Contents

The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, were as follows (in thousands):

    

    

Markets for

    

Observable

    

Unobservable

June 30, 

Identical Assets

Inputs

Inputs

2021

(Level 1)

(Level 2)

(Level 3)

Deferred compensation plan investments

$

30,637

$

30,637

$

$

Total assets measured at fair value

$

30,637

$

30,637

$

$

Variable to fixed interest rate swaps

$

19,532

$

$

19,532

$

Total liabilities measured at fair value

$

19,532

$

$

19,532

$

    

    

Markets for

    

Observable

    

Unobservable

December 31, 

Identical Assets

Inputs

Inputs

2020

(Level 1)

(Level 2)

(Level 3)

Deferred compensation plan investments

$

31,277

$

31,277

$

$

Total assets measured at fair value

$

31,277

$

31,277

$

$

Variable to fixed interest rate swaps

$

27,819

$

$

27,819

$

Total liabilities measured at fair value

$

27,819

$

$

27,819

$

The remainder of the assets and liabilities held by the Company at June 30, 2021 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 June 30, 2021 was $590.0 million, net of unamortized deferred financing costs (“DFCs”). The fair value of these notes, based upon quoted market prices (Level 1), was $606.0 million at June 30, 2021.

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 June 30, 2021 was $692.0 million, net of unamortized DFCs and premiums. The fair value of these notes, based upon quoted market prices (Level 1), was $719.6 million at June 30, 2021.

16. 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 Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, 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.

19

Table of Contents

The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2021

    

2020

    

2021

    

2020

    

Revenues:

 

  

 

  

 

  

 

  

 

Hospitality

$

135,688

$

10,305

$

205,490

$

295,976

Entertainment

 

35,173

 

4,376

 

49,546

 

31,735

Corporate and Other

 

 

 

 

Total

$

170,861

$

14,681

$

255,036

$

327,711

Depreciation and amortization:

 

  

 

  

 

  

 

  

Hospitality

$

50,487

$

49,588

$

99,635

$

99,357

Entertainment

 

3,621

 

3,402

 

7,222

 

6,507

Corporate and Other

 

565

 

1,021

 

1,131

 

1,492

Total

$

54,673

$

54,011

$

107,988

$

107,356

Operating income (loss):

 

  

 

  

 

  

 

  

Hospitality

$

(27,100)

$

(100,128)

$

(90,562)

$

(76,311)

Entertainment

 

5,913

 

(12,483)

 

(2,006)

 

(17,575)

Corporate and Other

 

(9,543)

 

(8,279)

 

(17,637)

 

(16,886)

Preopening costs (1)

 

(217)

 

(700)

 

(616)

 

(1,501)

Gain on sale of assets (2)

317

1,261

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

(19,145)

(24,973)

Total operating loss

 

(30,947)

 

(140,735)

 

(110,504)

 

(135,985)

Interest expense

 

(29,847)

 

(30,042)

 

(60,643)

 

(59,400)

Interest income

 

1,451

 

1,854

 

2,821

 

4,225

Loss on extinguishment of debt

(2,949)

Loss from unconsolidated joint ventures

 

(1,910)

 

(1,820)

 

(3,519)

 

(3,715)

Other gains and (losses), net

 

(173)

 

(16,755)

 

201

 

(16,560)

Loss before income taxes

$

(61,426)

$

(187,498)

$

(174,593)

$

(211,435)

(1)Preopening costs for the three months and six months ended June 30, 2021 relates to the Hospitality segment. Preopening costs for the three months ended June 30, 2020 include $0.1 million and $0.6 million for the Hospitality and Entertainment segments, respectively. Preopening costs for the six months ended June 30, 2020 include $0.2 million and $1.3 million for the Hospitality and Entertainment segments, respectively.
(2)Gain on sale of assets for the six months ended June 30, 2021 and 2020 relates to the Hospitality segment.
(3)Credit loss on held-to-maturity securities for the three months and six months ended June 30, 2020 relates to the Hospitality segment.

20

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, 2020, included in our Annual Report on Form 10-K that was filed with the SEC on February 26, 2021.

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) future travel, transient and group demand, the anticipated impact of the novel coronavirus disease (COVID-19) pandemic on our results of operations and liquidity, the expected effects of cost containment efforts, and efforts to rebook customers for later dates in 2021 and later years; (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) the suspension of our dividend and our dividend policy, including the frequency and amount of any dividend we may pay; (v) 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 2021; (x) our ability to borrow available funds under our credit facility; (xi) our expectations about successfully amending the agreements governing our indebtedness should the need arise; and (xii) any other business or operational matters. We have based these forward-looking statements on our current expectations and projections about future events.

We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, risks and uncertainties associated with the COVID-19 pandemic,

21

Table of Contents

including the effects of the COVID-19 pandemic on us and the hospitality and entertainment industries generally, the effects of the COVID-19 pandemic on the demand for travel, transient and group business (including government-imposed restrictions or guidelines), levels of consumer confidence in the safety of travel and group gathering as a result of COVID-19, the length and severity of the COVID-19 pandemic in the United States and the pace of recovery following the COVID-19 pandemic, the duration and severity of the COVID-19 pandemic in the markets where our assets are located, the economic conditions affecting the hospitality business generally, the geographic concentration of our hotel properties, business levels at our hotels, 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 the London Inter-Bank Offered Rate (“LIBOR”) to a different base rate, 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, 2020 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.

We also own and operate media and entertainment assets including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 95 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; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, and the General Jackson Showboat. We also own a 50% interest in a joint venture intended to create and distribute a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”).

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

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, 2020 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.

22

Table of Contents

Impact of COVID-19 Pandemic

The novel coronavirus disease (COVID-19) pandemic has spread throughout the United States and continues to have an unprecedented impact on the U.S. economy. As discussed more fully in our Annual Report on Form 10-K for the year ended December 31, 2020, due to the COVID-19 pandemic, we have experienced disruption of our business. While all of our assets have reopened and are operating, there is significant uncertainty surrounding the full extent of the impact of the COVID-19 pandemic on our future results of operations and financial position.

We continue taking steps to preserve liquidity in order to weather the COVID-19 pandemic, and continue to pay all required debt service payments on our indebtedness, lease payments, taxes and other payables. At June 30, 2021, we had $474.7 million available for borrowing under our revolving credit facility and $71.6 million in unrestricted cash on hand. Within our Hospitality segment, we, along with Marriott, have implemented various actions in order to contain costs in all areas. We have implemented similar cost containment initiatives in our Entertainment and Corporate segments.

As previously disclosed in 2020, we have suspended our regular quarterly dividend payments to stockholders. Our board of directors will consider a future dividend as permitted by our credit agreement and subject to our board of director’s determinations as to the amount of distributions and the timing thereof. With the exception of the Gaylord Palms expansion project and the renovation of the rooms at Gaylord National, we have deferred all non-essential capital projects. With respect to our properties that are operated under management agreements with Marriott, we are obligated to maintain an FF&E reserve account for future planned and emergency-related capital expenditures at these properties; however Marriott has suspended this obligation through December 2021, although we have made voluntary contributions to fund the rooms renovation at Gaylord National.

As previously disclosed in 2020, we entered into certain amendments to the credit agreement governing our $700 million revolving credit facility (of which $225.0 million was outstanding at June 30, 2021), $300 million term loan A facility and the original $500 million term loan B facility (of which $378.8 million was outstanding at June 30, 2021). Together, the amendments provided for a temporary waiver of financial covenants in the credit facility through March 31, 2022 (unless terminated early by us at our option) and confirm our continued ability to borrow the remaining amounts available under the revolving credit facility (subject to a minimum liquidity covenant). Additionally, in 2020 the Gaylord Rockies joint venture completed an amendment to its $800 million term loan that provided the ability to use cash for certain purposes, even during a Cash Sweep Period (as defined in the loan agreement). Beginning in July 2020, the Gaylord Rockies joint venture was in a Cash Sweep Period pursuant to the loan agreement. For additional discussion of this amendment and other amendments to our credit agreement, see “Principal Debt Agreements” below.

Impact on Operations. Except for Gaylord National, which reopened in July 2021, and the Wildhorse Saloon, which closed subsequent to the December 2020 downtown Nashville bombing and reopened in April 2021, our hotels and entertainment venues reopened in the second and third quarters of 2020.

We and Marriott’s sales teams have been working closely with our customers to rebook previously cancelled business and, through June 30, 2021, we have rebooked approximately 66% of total room nights cancelled as a result of the COVID-19 pandemic. Cancelled room nights in the six months ended June 30, 2021 decreased 53% from the six months ended December 31, 2020 and group attrition as a percentage of contracted block has decreased in each sequential quarter since the onset of the COVID-19 pandemic. Occupancy within our Hospitality segment (including Gaylord National for the period it was closed) has increased each sequential month in 2021, from 11.9% in January 2021 to 47.3% in June 2021. In addition, organic group bookings (defined as bookings unrelated to a COVID-19 pandemic rebooking) made up 56% of group room nights booked in the three months ended June 30, 2021, compared to 44% in the three months ended March 31, 2021, 26% in the three months ended December 31, 2020 and 23% in the three months ended September 30, 2020.

The aforementioned rebooking efforts have resulted in contracted business for 2022 that approaches or exceeds pre-pandemic levels based on pacing in 2018 for 2019. Our group ADR on-the-books for the next five years is ahead of the same time in 2018 by an average of 6.0% per year. This combined impact yields projected group rooms revenue on-the-books that we estimate is at or above pre-pandemic levels.

23

Table of Contents

For additional discussion 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 for the year ended December 31, 2020.

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.

Gaylord Palms Expansion

In 2018, we began construction of 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. The expansion was completed in April 2021.

Circle

In 2019, we acquired a 50% equity interest in Circle, and we have made $17.0 million in capital contributions through June 30, 2021. In addition, we intend to contribute up to an additional $4.0 million through December 31, 2021. Circle launched its broadcast network on January 1, 2020, with sixteen original shows and two major distribution partnerships. As of July 2021, Circle is available to more than 65% of U.S. television households via over-the-air and cable television and is available through multiple online streaming services covering over 154 million monthly average users.

Senior Note Refinancing

On February 9, 2021, we commenced a cash tender offer for any and all outstanding $400 million 5% senior notes due 2023 (the “$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 the $400 Million 5% Senior Notes were validly tendered. The Company used a portion of the proceeds from the issuance of the $600 million 4.50% senior notes discussed below to fund the tender offer.

In accordance with the indenture governing the $400 Million 5% Senior Notes, subsequent to expiration of the tender offer, in February 2021 we gave irrevocable notice of the redemption of all remaining $400 Million 5% Senior Notes not tendered in the tender offer. The redemption and cancellation of the remaining $400 Million 5% Senior Notes was completed April 15, 2021. We used a portion of the proceeds from the issuance of the $600 million 4.50% senior notes discussed below to fund the redemption.

As a result of the Company’s purchase of tendered $400 Million 5% Senior Notes and the redemption of all untendered $400 Million Senior Notes, we recognized a loss on extinguishment of debt of $2.9 million in the six months ended June 30, 2021.

On February 17, 2021, the Operating Partnership and Finco (collectively, the “Issuers”) completed the private placement of $600 million in aggregate principal amount of 4.50% senior notes due 2029 (the “$600 Million 4.50% Senior Notes”). The aggregate net proceeds from the issuance of the $600 Million 4.5% Senior Notes totaled approximately $591 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. After using a significant portion of these net proceeds to tender and redeem the $400 Million 5% Senior Notes, we used the net proceeds to repay all of the amounts outstanding under our $700 million revolving credit facility and for general corporate purposes.

24

Table of Contents

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 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 interested in highly accessible upper-upscale assets with over 400 hotel rooms in urban and resort group destination markets. We also consider assets that possess or are located near convention centers that present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We plan to expand the geographic diversity of our existing asset portfolio through acquisitions. As a REIT, we do not view independent, large-scale development of resort and convention hotels as a part of our long-term growth strategy.

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 four Ole Red locations, as well as Circle.

Short-Term Capital Allocation. Prior to the COVID-19 pandemic, our short-term capital allocation strategy focused on returning capital to stockholders through the payment of dividends, in addition to investing in our assets and operations. However, in March 2020, we suspended our regular quarterly dividend payments. Our board of directors will consider a future dividend as permitted by our credit agreement. Any future dividend is subject to our board of director’s determinations as to the amount and timing thereof. We are currently focused on managing our business through the COVID-19 pandemic and are limiting our non-essential capital expenditures.

Our Operations

Our ongoing operations are organized into three principal business segments:

Hospitality, consisting of our Gaylord Hotels properties, the Inn at Opryland and the AC Hotel.
Entertainment, consisting of the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, our equity investment in Circle, and our other Nashville-based attractions.
Corporate and Other, consisting of our corporate expenses.

25

Table of Contents

For the three months and six months ended June 30, 2021 and 2020, our total revenues were divided among these business segments as follows:

Three Months Ended

Six Months Ended

June 30, 

June 30, 

Segment

    

2021

    

2020

    

    

2021

    

2020

    

    

Hospitality

 

79

%  

70

%  

 

81

%  

90

%

 

Entertainment

 

21

%  

30

%  

 

19

%  

10

%

 

Corporate and Other

 

0

%  

0

%  

 

0

%  

0

%

 

As described above, our hotels and entertainment assets were closed for a period of time in 2020 and Gaylord National reopened on July 1, 2021. While facilities were closed, we recorded negligible revenue, and we incurred expenses as described below under “Operating Results – Detailed Segment Financial Information.” Our short-term strategy is to safely operate our businesses through the COVID-19 pandemic, work with Marriot to rebook business in our hotels, and pursue cost containment strategies. While all of our assets have reopened and are operating, there is significant uncertainty surrounding the full extent of the impact of the COVID-19 pandemic on our future results of operations and financial position.

Key Performance Indicators

The operating results of our Hospitality segment are highly dependent on the volume of customers at our hotels and the quality of the customer mix at our hotels, which are managed by Marriott. These factors impact the price that Marriott can charge for our hotel rooms and other amenities, such as food and beverage and meeting space. The following key performance indicators are commonly used in the hospitality 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 six months ended June 30, 2021 and 2020, the method of calculation of these indicators has not been changed as a result of the COVID-19 pandemic and the resulting hotel closures and is consistent with 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 and unit holders and Adjusted FFO available to common shareholders and unitholders.

26

Table of Contents

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

The closure, limited reopening 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 six months ended June 30, 2021 and 2020, as compared to historical periods.

The results of operations of our Hospitality segment are affected by the number and type of group meetings and conventions scheduled to attend our hotels in a given period. A variety of factors can affect the results of any interim period, including the nature and quality of the group meetings and conventions attending our hotels during such period, which meetings and conventions have often been contracted for several years in advance, the level of attrition our hotels experience, and the level of transient business at our hotels during such period. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.

27

Table of Contents

Selected Financial Information

The following table contains our unaudited selected summary financial data for the three months and six months ended June 30, 2021 and 2020. The table also shows the percentage relationships to total revenues and, in the case of segment operating income, its relationship to segment revenues (in thousands, except percentages).

Unaudited

Unaudited

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2021

    

%

    

2020

    

%

    

2021

    

%

    

2020

    

%

 

REVENUES:

 

  

  

 

  

  

 

  

  

 

  

  

Rooms

$

61,971

36.3

%

$

2,802

19.1

%  

$

90,199

35.4

%

$

108,930

33.2

%

Food and beverage

 

45,619

 

26.7

%

 

1,510

 

10.3

%  

 

63,794

 

25.0

%

 

147,260

 

44.9

%

Other hotel revenue

 

28,098

 

16.4

%

 

5,993

 

40.8

%  

 

51,497

 

20.2

%

 

39,786

 

12.1

%

Entertainment

 

35,173

 

20.6

%

 

4,376

 

29.8

%  

 

49,546

 

19.4

%

 

31,735

 

9.7

%

Total revenues

 

170,861

 

100.0

%

 

14,681

 

100.0

%  

 

255,036

 

100.0

%

 

327,711

 

100.0

%

OPERATING EXPENSES:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Rooms

 

15,039

 

8.8

%

 

4,472

 

30.5

%  

 

24,516

 

9.6

%

 

36,780

 

11.2

%

Food and beverage

 

33,748

 

19.8

%

 

11,891

 

81.0

%  

 

53,077

 

20.8

%

 

95,702

 

29.2

%

Other hotel expenses

 

61,365

 

35.9

%

 

45,045

 

306.8

%  

 

115,922

 

45.5

%

 

135,519

 

41.4

%

Hotel management fees, net

 

2,149

 

1.3

%

 

(563)

 

(3.8)

%  

 

2,902

 

1.1

%

 

4,929

 

1.5

%

Entertainment

 

25,639

 

15.0

%

 

13,457

 

91.7

%  

 

44,330

 

17.4

%

 

42,803

 

13.1

%

Corporate

 

8,978

 

5.3

%

 

7,258

 

49.4

%  

 

16,506

 

6.5

%

 

15,394

 

4.7

%

Preopening costs

 

217

 

0.1

%

 

700

 

4.8

%  

 

616

 

0.2

%

 

1,501

 

0.5

%

Gain on sale of assets

%  

%  

(317)

(0.1)

%

(1,261)

(0.4)

%

Credit loss on held-to-maturity securities

%  

19,145

130.4

%  

%

24,973

7.6

%

Depreciation and amortization:

 

 

  

 

  

 

  

 

 

  

 

 

  

Hospitality

 

50,487

 

29.5

%

 

49,588

 

337.8

%  

 

99,635

 

39.1

%

 

99,357

 

30.3

%

Entertainment

 

3,621

 

2.1

%

 

3,402

 

23.2

%  

 

7,222

 

2.8

%

 

6,507

 

2.0

%

Corporate and Other

 

565

 

0.3

%

 

1,021

 

7.0

%  

 

1,131

 

0.4

%

 

1,492

 

0.5

%

Total depreciation and amortization

 

54,673

 

32.0

%

 

54,011

 

367.9

%  

 

107,988

 

42.3

%

 

107,356

 

32.8

%

Total operating expenses

 

201,808

 

118.1

%

 

155,416

 

1,058.6

%  

 

365,540

 

143.3

%

 

463,696

 

141.5

%

OPERATING INCOME (LOSS):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Hospitality

 

(27,100)

 

(20.0)

%

 

(100,128)

 

(971.6)

%  

 

(90,562)

 

(44.1)

%

 

(76,311)

 

(25.8)

%

Entertainment

 

5,913

 

16.8

%

 

(12,483)

 

(285.3)

%  

 

(2,006)

 

(4.0)

%

 

(17,575)

 

(55.4)

%

Corporate and Other

 

(9,543)

 

(A)  

 

(8,279)

 

(A)  

 

(17,637)

 

(A)  

 

(16,886)

 

(A)  

Preopening costs

 

(217)

 

(0.1)

%

 

(700)

 

(4.8)

%  

 

(616)

 

(0.2)

%

 

(1,501)

 

(0.5)

%

Gain on sale of assets

%

%  

317

0.1

%

1,261

0.4

%

Credit loss on held-to-maturity securities

%

(19,145)

(130.4)

%  

%

(24,973)

(7.6)

%

Total operating loss

 

(30,947)

 

(18.1)

%

 

(140,735)

 

(958.6)

%  

 

(110,504)

 

(43.3)

%

 

(135,985)

 

(41.5)

%

Interest expense

 

(29,847)

 

(A)  

 

(30,042)

 

(A)  

 

(60,643)

 

(A)  

 

(59,400)

 

(A)  

Interest income

 

1,451

 

(A)  

 

1,854

 

(A)  

 

2,821

 

(A)  

 

4,225

 

(A)  

Loss on extinguishment of debt

 

 

(A)  

 

 

(A)  

 

(2,949)

 

(A)  

 

 

(A)  

Loss from unconsolidated joint ventures

 

(1,910)

 

(A)  

 

(1,820)

 

(A)  

 

(3,519)

 

(A)  

 

(3,715)

 

(A)  

Other gains and (losses), net

 

(173)

 

(A)  

 

(16,755)

 

(A)  

 

201

 

(A)  

 

(16,560)

 

(A)  

Provision for income taxes

 

(1,623)

 

(A)  

 

(161)

 

(A)  

 

(5,577)

 

(A)  

 

(26,960)

 

(A)  

Net loss

(63,049)

 

(A)  

(187,659)

 

(A)  

(180,170)

 

(A)  

(238,395)

 

(A)  

Net loss attributable to noncontrolling interest in consolidated joint venture

4,708

(A)  

14,167

(A)  

16,501

(A)  

18,387

(A)  

Net loss attributable to noncontrolling interest in the Operating Partnership

 

422

 

(A)  

 

 

(A)  

 

1,229

 

(A)  

 

 

(A)  

Net loss available to common stockholders

$

(57,919)

(A)  

$

(173,492)

(A)  

$

(162,440)

(A)  

$

(220,008)

(A)  

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

28

Table of Contents

Summary Financial Results

Results of Operations

The following table summarizes our financial results for the three months and six months ended June 30, 2021 and 2020 (in thousands, except percentages and per share data):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

    

2020

    

Change

    

    

2021

    

2020

    

Change

    

    

Total revenues

$

170,861

 

$

14,681

 

1,063.8

%  

$

255,036

 

$

327,711

 

(22.2)

%

Total operating expenses

 

201,808

 

 

155,416

 

29.9

%  

 

365,540

 

 

463,696

 

(21.2)

%

Operating loss

 

(30,947)

 

 

(140,735)

 

78.0

%  

 

(110,504)

 

 

(135,985)

 

18.7

%

Net loss

 

(63,049)

 

 

(187,659)

 

66.4

%  

 

(180,170)

 

 

(238,395)

 

24.4

%

Net loss available to common stockholders

(57,919)

(173,492)

66.6

%

(162,440)

(220,008)

26.2

%

Net loss available to common stockholders per share - diluted

 

(1.05)

 

 

(3.16)

 

66.8

%  

 

(2.95)

 

 

(4.00)

 

26.3

%

Total Revenues

The increase in our total revenues for the three months ended June 30, 2021, as compared to the same period in 2020, is attributable to increases in our Hospitality segment and Entertainment segment of $125.4 million and $30.8 million, respectively. The decrease in our total revenues for the six months ended June 30, 2021, as compared to the same period in 2020, is attributable to a decrease in our Hospitality segment of $90.5 million, partially offset by an increase in our Entertainment segment of $17.8 million.

Total Operating Expenses

The increase in our total operating expenses for the three months ended June 30, 2021, as compared to the same period in 2020, is primarily the result of increases in our Hospitality segment and Entertainment segment of $51.5 million and $12.2 million, respectively, as well as a credit loss on held-to-maturity investments in the 2020 period that did not occur in the 2021 period of $19.1 million. The decrease in our total operating expenses for the six months ended June 30, 2021, as compared to the same period in 2020, is primarily the result of a decrease in our Hospitality segment of $76.5 million, partially offset by an increase in our Entertainment segment of $1.5 million, as well as a credit loss on held-to-maturity investments in the 2020 period that did not occur in the 2021 period of $25.0 million.

Net Loss

Our net loss of $63.0 million for the three months ended June 30, 2021, as compared to a net loss of $187.7 million for the same period in 2020, was primarily due to the changes in our revenues and operating expenses reflected above. The 2020 period also included a $15.0 million loss related to the forfeiture of the earnest deposit in the terminated potential acquisition of Block 21, a mixed-use entertainment, lodging, office and retail complex located in Austin, Texas (“Block 21”).

Our net loss of $180.2 million for the six months ended June 30, 2021, as compared to a net loss of $238.4 million for the same period in 2020, 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 $21.4 million decrease in in the provision for income taxes in the 2021 period.
The $15.0 million loss related to the forfeiture of the earnest deposit in the terminated potential Block 21 acquisition in the 2020 period.
A $2.9 million loss on extinguishment of debt in the 2021 period that did not occur in the 2020 period.

29

Table of Contents

Operating Results – Detailed Segment Financial Information

Hospitality Segment

Total Segment Results. The following presents the financial results of our Hospitality segment for the three months and six months ended June 30, 2021 and 2020 (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

2020

    

Change

    

    

2021

2020

    

Change

    

    

Revenues:

 

  

  

 

  

 

 

  

  

 

  

 

 

Rooms

$

61,971

$

2,802

 

2,111.7

%  

$

90,199

$

108,930

 

(17.2)

%

Food and beverage

 

45,619

 

1,510

 

2,921.1

%  

 

63,794

 

147,260

 

(56.7)

%

Other hotel revenue

 

28,098

 

5,993

 

368.8

%  

 

51,497

 

39,786

 

29.4

%

Total hospitality revenue

 

135,688

 

10,305

 

1,216.7

%  

 

205,490

 

295,976

 

(30.6)

%

Hospitality operating expenses:

 

  

 

  

 

 

  

 

  

 

Rooms

 

15,039

 

4,472

 

236.3

%  

 

24,516

 

36,780

 

(33.3)

%

Food and beverage

 

33,748

 

11,891

 

183.8

%  

 

53,077

 

95,702

 

(44.5)

%

Other hotel expenses

 

61,365

 

45,045

 

36.2

%  

 

115,922

 

135,519

 

(14.5)

%

Management fees, net

 

2,149

 

(563)

 

481.7

%  

 

2,902

 

4,929

 

(41.1)

%

Depreciation and amortization

 

50,487

 

49,588

 

1.8

%  

 

99,635

 

99,357

 

0.3

%

Total Hospitality operating expenses

 

162,788

 

110,433

 

47.4

%  

 

296,052

 

372,287

 

(20.5)

%

Hospitality operating loss (1)(2)

$

(27,100)

$

(100,128)

 

72.9

%  

$

(90,562)

$

(76,311)

 

(18.7)

%

Hospitality performance metrics:

 

  

 

  

 

 

  

 

  

 

Occupancy

 

32.9

%  

 

1.7

%  

31.2

pts

 

24.7

%  

 

29.4

%  

(4.7)

pts

ADR

$

202.12

$

181.66

 

11.3

%  

$

197.97

$

201.51

 

(1.8)

%

RevPAR (3)

$

66.51

$

3.05

 

2,080.7

%  

$

48.98

$

59.20

 

(17.3)

%

Total RevPAR (4)

$

145.63

$

11.20

 

1,200.3

%  

$

111.58

$

160.85

 

(30.6)

%

Net Definite Group Room Nights Booked (5)

 

371,540

 

(206,518)

 

279.9

%  

 

337,831

 

(622,272)

 

154.3

%

(1)Hospitality segment operating loss does not include preopening costs of $0.2 million and $0.1 million in the three months ended June 30, 2021 and 2020, respectively, and $0.6 million and $0.2 million in the six months ended June 30, 2021 and 2020, respectively. Hospitality segment operating loss also does not include gain on sale of assets of $0.3 million and $1.3 million in the six months ended June 30, 2021 and 2020, respectively, and credit losses on held-to-maturity securities of $19.1 million and $25.0 million in the three months and six months ended June 30, 2020, respectively. See discussion of these items below.
(2)Hospitality segment operating loss for the three months and six months ended June 30, 2020 includes approximately $10.2 million and $20.5 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs. Hospitality segment operating loss for the three months and six months ended June 30, 2021, includes approximately $3.2 million and $3.0 million, respectively, in credits, which each are net of $3.7 million of payroll tax credits afforded under the 2020 Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
(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)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)Net definite group room nights booked includes approximately 169,000 and 734,000 group room cancellations in the three months ended June 30, 2021 and 2020, respectively, and 490,000 and 1,331,000 group room cancellations in the six months ended June 30, 2021 and 2020, respectively.

30

Table of Contents

Total Hospitality segment revenues in the three months and six months ended June 30, 2021 include $7.6 million and $17.8 million, respectively, in attrition and cancellation fee revenue, an increase of $3.4 million and $7.9 million, respectively, from the 2020 periods. Since the beginning of 2020, we have recorded $50.6 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

Six Months Ended

June 30, 

June 30, 

    

2021

    

2020

    

    

2021

    

2020

    

    

Group

 

37

%  

3

%  

 

31

%  

77

%

 

Transient

 

63

%  

97

%  

 

69

%  

23

%

 

Other hotel expenses for the three months and six months ended June 30, 2021 and 2020 consist of the following (in thousands):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

    

2020

    

Change

    

    

2021

    

2020

    

Change

    

    

Administrative employment costs

$

18,757

$

18,530

 

1.2

%  

$

36,379

$

57,569

 

(36.8)

%

Utilities

 

6,542

 

4,598

 

42.3

%  

 

12,151

 

11,428

 

6.3

%

Property taxes

 

7,780

 

8,883

 

(12.4)

%  

 

17,179

 

18,139

 

(5.3)

%

Other

 

28,286

 

13,034

 

117.0

%  

 

50,213

 

48,383

 

3.8

%

Total other hotel expenses

$

61,365

$

45,045

 

36.2

%  

$

115,922

$

135,519

 

(14.5)

%

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 slightly during the three months ended June 30, 2021, as compared to the same period in 2020. Administrative employment costs decreased during the six months ended June 30, 2021, as compared to the same period in 2020, primarily due to cost containment efforts at each of our Gaylord Hotels properties, including as a result of lower volumes, as well as Gaylord National remaining closed through June 30, 2021. Utility costs increased during the three months and six months ended June 30, 2021, as compared to the same periods in 2020, primarily due to increases at Gaylord Opryland, Gaylord Palms and Gaylord Texan due to increased usage. Property taxes decreased during the three months and six months ended June 30, 2021, as compared to the 2020 periods, primarily due to a decrease at Gaylord Texan due to a reduction in assessed value driven by the impact of the COVID-19 pandemic. Other expenses, which include supplies, advertising, maintenance costs and consulting costs, increased during the three months ended June 30, 2021, as compared to the same period in 2020, primarily as a result of various increases at each of our Gaylord Hotel properties, other than Gaylord National, as each hotel was closed for portions of the prior year period. Other expenses increased slightly in the six months ended June 30, 2021, as compared to the same period in 2020, primarily due to increases at Gaylord Opryland related to increased business levels at SoundWaves, partially offset by various decreases at Gaylord National as a result of it remaining closed through June 30, 2021.

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 gross revenues from the applicable property for each fiscal year or portion thereof. Additionally, an incentive management fee is based on the profitability of our Gaylord Hotels properties, excluding Gaylord Rockies, calculated on a pooled basis. The Gaylord Rockies’s management agreement with Marriott requires Gaylord Rockies to pay a base management fee of 3% of gross revenues for each fiscal year or portion thereof, as well as an incentive management fee based on the profitability of the hotel. In the three months ended June 30, 2021 and 2020, we incurred $2.9 million and $0.2 million, respectively, and in the six months ended June 30, 2021 and 2020, we incurred $4.5 million and $6.5 million, respectively, related to base management fees for our Hospitality segment. In the three months and six months ended June 30, 2021 and 2020, we incurred $0 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

31

Table of Contents

discussed in Note 8, “Deferred Management Rights Proceeds,” to the accompanying condensed consolidated financial statements included herein.

Total Hospitality segment depreciation and amortization expense increased slightly in the three months and six months ended June 30, 2021, as compared to the same period in 2020.

Property-Level Results. The following presents the property-level financial results of our Hospitality segment for the three months and six months ended June 30, 2021 and 2020. 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 six months ended June 30, 2021 and 2020, and experienced heavily transient business in the three months and six months ended June 30, 2021. In addition, property-level financial results for the three months and six months ended June 30, 2021 are not comparable to the three months and six months ended June 30, 2020 due to the temporary property closures that began in late-March 2020, which were directly related to the COVID-19 pandemic. Therefore, the property-level financial results for the three months and six months ended June 30, 2021 and 2020 are not comparable to historical periods. Total revenue at each of our Gaylord Hotels properties was lower than that of historical periods for the three months and six months ended June 30, 2021 and 2020 due to the COVID-19 pandemic. Operating costs at each of our Gaylord Hotels properties were lower for the three months and six months ended June 30, 2021 and 2020 as a result of cost containment initiatives and lower variable costs due to lower occupancies and, for the three months and six months ended June 30, 2020, the temporary property closures that began in late-March 2020 due to the COVID-19 pandemic.

Gaylord Opryland Results. The results of Gaylord Opryland for the three months and six months ended June 30, 2021 and 2020 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

    

2020

    

Change

    

    

2021

    

2020

    

Change

    

    

Revenues:

 

  

 

  

 

  

 

 

  

 

  

 

  

 

 

Rooms

$

22,832

 

$

407

 

5,509.8

%  

$

32,806

 

$

31,277

 

4.9

%

Food and beverage

 

12,519

 

 

243

 

5,051.9

%  

 

17,906

 

 

36,254

 

(50.6)

%

Other hotel revenue

 

9,651

 

 

670

 

1,340.4

%  

 

16,049

 

 

9,916

 

61.8

%

Total revenue

 

45,002

 

 

1,320

 

3,309.2

%  

 

66,761

 

 

77,447

 

(13.8)

%

Operating expenses:

 

  

 

 

  

 

  

 

  

 

 

  

 

  

Rooms

 

4,990

 

 

913

 

446.5

%  

 

8,196

9,176

 

(10.7)

%

Food and beverage

 

8,776

 

 

3,055

 

187.3

%  

 

14,595

23,492

 

(37.9)

%

Other hotel expenses

 

18,831

 

 

11,749

 

60.3

%  

 

34,857

36,370

 

(4.2)

%

Management fees, net

 

650

 

 

(211)

 

408.1

%  

 

842

1,053

 

(20.0)

%

Depreciation and amortization

 

8,554

 

 

8,818

 

(3.0)

%  

 

17,137

17,616

 

(2.7)

%

Total operating expenses (1)(2)

 

41,801

 

 

24,324

 

71.9

%  

 

75,627

 

 

87,707

 

(13.8)

%

Performance metrics:

 

  

 

 

  

 

  

 

  

 

 

  

 

  

Occupancy

 

40.2

%  

 

0.9

%  

39.3

pts

 

29.3

%  

 

30.6

%  

(1.3)

pts

ADR

$

216.09

 

$

172.28

 

25.4

%  

$

214.22

 

$

194.22

 

10.3

%

RevPAR

$

86.88

 

$

1.55

 

5,505.2

%  

$

62.76

 

$

59.51

 

5.5

%

Total RevPAR

$

171.23

 

$

5.02

 

3,311.0

%  

$

127.71

 

$

147.34

 

(13.3)

%

(1)Gaylord Opryland operating expenses do not include a gain on sale of assets of $0.3 million and $1.3 million in the six months ended June 30, 2021 and 2020, respectively.
(2)Gaylord Opryland operating expenses for the three months and six months ended June 30, 2020 include approximately $2.1 million and $4.5 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs. Gaylord Opryland operating expenses for the three months and six months ended June 30, 2021 include approximately $0.4 million in credits, which is net of $0.5 million in payroll tax credits afforded under the CARES Act.

32

Table of Contents

Gaylord Palms Results. Gaylord Palms results include 302 expansion rooms beginning in April 2021. The results of Gaylord Palms for the three months and six months ended June 30, 2021 and 2020 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

    

2020

    

Change

    

    

2021

    

2020

    

Change

    

    

Revenues:

 

  

 

  

 

  

 

 

  

 

  

 

  

 

 

Rooms

$

14,643

 

$

130

 

11,163.8

%  

$

20,589

 

$

17,598

 

17.0

%

Food and beverage

 

13,056

 

 

56

 

23,214.3

%  

 

16,774

 

 

22,543

 

(25.6)

%

Other hotel revenue

 

5,003

 

 

628

 

696.7

%  

 

10,456

 

 

6,048

 

72.9

%

Total revenue

 

32,702

 

 

814

 

3,917.4

%  

 

47,819

 

 

46,189

 

3.5

%

Operating expenses:

 

  

 

 

  

 

  

 

  

 

 

  

 

  

Rooms

 

3,001

 

 

491

 

511.2

%  

 

4,654

4,474

 

4.0

%

Food and beverage

 

8,109

 

 

1,638

 

395.1

%  

 

11,683

13,625

 

(14.3)

%

Other hotel expenses

 

13,178

 

 

8,414

 

56.6

%  

 

24,394

25,591

 

(4.7)

%

Management fees, net

 

515

 

 

(113)

 

555.8

%  

 

684

652

 

4.9

%

Depreciation and amortization

 

5,302

 

 

4,126

 

28.5

%  

 

9,426

8,410

 

12.1

%

Total operating expenses (1)(2)

 

30,105

 

 

14,556

 

106.8

%  

 

50,841

 

 

52,752

 

(3.6)

%

Performance metrics:

 

  

 

 

  

 

  

 

  

 

 

  

 

  

Occupancy

 

52.2

%  

 

0.8

%  

51.4

pts

 

38.9

%  

 

31.7

%  

7.2

pts

ADR

$

199.63

 

$

129.79

 

53.8

%  

$

197.28

 

$

215.60

 

(8.5)

%

RevPAR

$

104.17

 

$

1.01

 

10,213.9

%  

$

76.82

 

$

68.29

 

12.5

%

Total RevPAR

$

232.64

 

$

6.31

 

3,586.8

%  

$

178.42

 

$

179.23

 

(0.5)

%

(1)Gaylord Palms operating expenses do not include preopening costs of $0.2 million and $0.1 million in the three months ended June 30, 2021 and 2020, respectively, and $0.6 million and $0.2 million in the six months ended June 30, 2021 and 2020, respectively. See discussion of these items below.
(2)Gaylord Palms operating expenses for the three months and six months ended June 30, 2020 include approximately $1.2 million and $2.5 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs.

33

Table of Contents

Gaylord Texan Results. The results of Gaylord Texan for the three months and six months ended June 30, 2021 and 2020 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

    

2020

    

Change

    

    

2021

    

2020

    

Change

    

    

Revenues:

 

  

 

  

 

  

 

 

  

 

  

 

  

 

 

Rooms

$

14,672

 

$

1,519

 

865.9

%  

$

21,690

 

$

20,545

 

5.6

%

Food and beverage

 

13,013

 

 

1,121

 

1,060.8

%  

 

18,122

 

 

30,376

 

(40.3)

%

Other hotel revenue

 

6,384

 

 

2,832

 

125.4

%  

 

12,615

 

 

10,547

 

19.6

%

Total revenue

 

34,069

 

 

5,472

 

522.6

%  

 

52,427

 

 

61,468

 

(14.7)

%

Operating expenses:

 

  

 

 

  

 

  

 

 

 

  

 

  

Rooms

 

3,162

761

 

315.5

%  

 

5,143

5,201

 

(1.1)

%

Food and beverage

 

9,317

2,564

 

263.4

%  

 

13,877

17,654

 

(21.4)

%

Other hotel expenses

 

11,618

7,910

 

46.9

%  

 

21,795

23,603

 

(7.7)

%

Management fees, net

 

500

(60)

 

933.3

%  

 

692

871

 

(20.6)

%

Depreciation and amortization

 

6,194

6,394

 

(3.1)

%  

 

12,423

12,857

 

(3.4)

%

Total operating expenses (1)

 

30,791

 

 

17,569

 

75.3

%  

 

53,930

 

 

60,186

 

(10.4)

%

Performance metrics:

 

  

 

 

  

 

  

 

  

 

 

  

 

  

Occupancy

 

43.7

%  

 

5.0

%  

38.7

pts

 

33.2

%  

 

30.6

%  

2.6

pts

ADR

$

203.43

 

$

185.45

 

9.7

%  

$

198.82

 

$

203.14

 

(2.1)

%

RevPAR

$

88.88

 

$

9.20

 

866.1

%  

$

66.06

 

$

62.23

 

6.2

%

Total RevPAR

$

206.39

 

$

33.15

 

522.6

%  

$

159.68

 

$

186.18

 

(14.2)

%

(1)Gaylord Texan operating expenses for the three months and six months ended June 30, 2020 include approximately $1.1 million and $2.0 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs.

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 six months ended June 30, 2021 and 2020 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

    

2020

    

Change

    

    

2021

    

2020

    

Change

    

    

Revenues:

 

  

 

  

 

  

 

 

  

 

  

 

  

 

 

Rooms

$

 

$

5

 

(100.0)

%  

$

 

$

19,533

 

(100.0)

%

Food and beverage

 

34

 

 

9

 

277.8

%  

 

57

 

 

24,721

 

(99.8)

%

Other hotel revenue

 

2,277

 

 

515

 

342.1

%  

 

3,511

 

 

5,669

 

(38.1)

%

Total revenue (1)

 

2,311

 

 

529

 

336.9

%  

 

3,568

 

 

49,923

 

(92.9)

%

Operating expenses:

 

  

 

 

  

 

  

 

  

 

 

  

 

  

Rooms

 

835

 

 

1,387

 

(39.8)

%  

 

1,035

11,004

 

(90.6)

%

Food and beverage

 

1,149

 

 

2,818

 

(59.2)

%  

 

1,588

21,417

 

(92.6)

%

Other hotel expenses

 

8,362

 

 

10,509

 

(20.4)

%  

 

16,814

31,068

 

(45.9)

%

Management fees, net

 

(157)

 

 

(192)

 

18.2

%  

 

(334)

579

 

(157.7)

%

Depreciation and amortization

 

7,173

 

 

6,925

 

3.6

%  

 

14,039

13,866

 

1.2

%

Total operating expenses (2)(3)

 

17,362

 

 

21,447

 

(19.0)

%  

 

33,142

 

 

77,934

 

(57.5)

%

Performance metrics:

 

  

 

 

  

 

  

 

  

 

 

  

 

  

Occupancy

 

%  

 

%  

pts

 

%  

 

26.0

%  

(26.0)

pts

ADR

$

 

$

 

%  

$

 

$

207.14

 

(100.0)

%

RevPAR

$

 

$

 

%  

$

 

$

53.77

 

(100.0)

%

Total RevPAR

$

12.72

 

$

2.91

 

337.1

%  

$

9.87

 

$

137.42

 

(92.8)

%

(1)Gaylord National revenue for the three months and six months ended June 30, 2021 and the three months ended June 30, 2020 consists primarily of attrition and cancellation fee revenue.

34

Table of Contents

(2)Gaylord National operating expenses do not include credit losses on held-to-maturity securities of $19.1 million and $25.0 million in the three months and six months ended June 30, 2020, respectively. See discussion of this item below.
(3)Gaylord National operating expenses for the three months and six months ended June 30, 2020 include approximately $4.8 million and $9.2 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs. Gaylord National operating expenses for the three months and six months ended June 30, 2021 include approximately $2.4 million in credits, which is net of $2.5 million in payroll tax credits afforded under the CARES Act.

Gaylord Rockies Results. The results of Gaylord Rockies for the three months and six months ended June 30, 2021 and 2020 are as follows (in thousands, except percentages and performance metrics):

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 

%

%

2021

    

2020

    

Change

2021

    

2020

    

Change

Revenues:

Rooms

$

7,019

$

449

1,463.3

%  

$

11,134

$

16,379

(32.0)

%  

Food and beverage

6,602

46

14,252.2

%  

10,411

32,614

(68.1)

%  

Other hotel revenue

4,717

1,311

259.8

%  

8,763

7,411

18.2

%  

Total revenue

18,338

1,806

915.4

%  

30,308

56,404

(46.3)

%  

Operating expenses:

Rooms

2,207

556

296.9

%  

4,082

5,399

(24.4)

%  

Food and beverage

6,008

1,650

264.1

%  

10,747

18,598

(42.2)

%  

Other hotel expenses

7,648

5,173

47.8

%  

14,674

15,497

(5.3)

%  

Management fees, net

133

41

224.4

%  

588

2,192

(73.2)

%  

Depreciation and amortization

22,617

22,672

(0.2)

%  

45,308

45,281

0.1

%  

Total operating expenses (1)

38,613

30,092

28.3

%  

75,399

86,967

(13.3)

%  

Performance metrics:

Occupancy

25.7

%  

0.8

%  

24.9

pts

21.6

%  

29.1

%  

(7.5)

pts

ADR

$

199.69

$

394.44

(49.4)

%  

$

189.92

$

206.04

(7.8)

%  

RevPAR

$

51.38

$

3.29

1,461.7

%  

$

40.98

$

59.96

(31.7)

%  

Total RevPAR

$

134.25

$

13.22

915.5

%  

$

111.55

$

206.47

(46.0)

%  

(1)Gaylord Rockies operating expenses for the three months and six months ended June 30, 2020 include approximately $1.0 million and $2.2 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs.

35

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 reopened in stages in the summer and fall of 2020 with limited capacity. In May 2021, all venues returned to full capacity. The Wildhorse Saloon was again closed subsequent to the December 2020 downtown Nashville bombing and reopened in April 2021. The Entertainment segment financial results for the three months and six months ended June 30, 2021 and 2020 are not comparable to historical periods. In addition, the Entertainment segment financial results for the three months and six months ended June 30, 2021 are not comparable to the three months and six months ended June 30, 2020 due to the temporary closures, which were directly related to the COVID-19 pandemic. The following presents the financial results of our Entertainment segment for the three months and six months ended June 30, 2021 and 2020 (in thousands, except percentages):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

    

2020

    

Change

    

    

2021

    

2020

    

Change

    

    

Revenues

$

35,173

 

$

4,376

 

703.8

%  

$

49,546

 

$

31,735

 

56.1

%

Operating expenses

 

25,639

 

 

13,457

 

90.5

%  

 

44,330

 

 

42,803

 

3.6

%

Depreciation and amortization

 

3,621

 

 

3,402

 

6.4

%  

 

7,222

 

 

6,507

 

11.0

%

Operating income (loss) (1)(2)

$

5,913

 

$

(12,483)

 

147.4

%  

$

(2,006)

 

$

(17,575)

 

88.6

%

(1)Entertainment segment operating income (loss) does not include preopening costs of $0.6 million and $1.3 million in the three months and six months ended June 30, 2020, respectively. See discussion of this item below.
(2)Entertainment segment operating expenses for the three months and six months ended June 30, 2020 include approximately $0.4 million and $4.1 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs.

Corporate and Other Segment

Total Segment Results. The following presents the financial results of our Corporate and Other segment for the three months and six months ended June 30, 2021 and 2020 (in thousands, except percentages):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

    

    

Operating expenses

$

8,978

 

$

7,258

 

23.7

%  

$

16,506

 

$

15,394

 

7.2

%

Depreciation and amortization

 

565

 

 

1,021

 

(44.7)

%  

 

1,131

 

 

1,492

 

(24.2)

%

Operating loss (1)

$

(9,543)

 

$

(8,279)

 

(15.3)

%  

$

(17,637)

 

$

(16,886)

 

(4.4)

%

(1)Corporate segment operating loss for the three months and six months ended June 30, 2020 includes approximately $0.3 million and $0.5 million, respectively, in expenses directly related to the COVID-19 pandemic, which are primarily employment costs.

Corporate and Other operating expenses 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 increased in the three months and six months ended June 30, 2021, as compared to the prior year periods, primarily as a result of increased consulting and stock compensation expenses.

Operating Results – Preopening Costs

Preopening costs during the three months and six months ended June 30, 2021 primarily include costs associated with the Gaylord Palms expansion, which was completed in April 2021. Preopening costs during the three months and six months ended June 30, 2020 primarily include costs associated with Ole Red Orlando, which opened in June 2020, and the Gaylord Palms expansion.

36

Table of Contents

Operating Results – Gain on Sale of Assets

Gain on sale of assets of during the three months and six months ended June 30, 2021 and 2020 includes the sale of certain assets at Gaylord Opryland.

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

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

Non-Operating Results Affecting Net Loss

General

The following table summarizes the other factors which affected our net loss for the three months and six months ended June 30, 2021 and 2020 (in thousands, except percentages):

Three Months Ended

Six Months Ended

June 30, 

June 30, 

%

%

    

2021

    

2020

    

Change 

    

    

2021

    

2020

    

Change 

    

    

Interest expense

$

29,847

 

$

30,042

 

(0.6)

%  

$

60,643

 

$

59,400

 

2.1

%

Interest income

 

1,451

 

 

1,854

 

(21.7)

%  

 

2,821

 

 

4,225

 

(33.2)

%

Loss on extinguishment of debt

%  

(2,949)

(100.0)

%

Loss from unconsolidated joint ventures

 

(1,910)

 

 

(1,820)

 

(4.9)

%  

 

(3,519)

 

 

(3,715)

 

5.3

%

Other gains and (losses), net

 

(173)

 

 

(16,755)

 

99.0

%  

 

201

 

 

(16,560)

 

101.2

%

Provision for income taxes

 

(1,623)

 

 

(161)

 

(908.1)

%  

 

(5,577)

 

 

(26,960)

 

79.3

%

Interest Expense

Interest expense decreased $0.2 million and increased $1.2 million during the three months and six months ended June 30, 2021, respectively, as compared to the same periods in 2020. The increase in the six-month period was due primarily to increased principal balances outstanding under our senior notes, partially offset by a decrease in average borrowings outstanding under our revolving credit facility.

Cash interest expense increased $0.5 million to $29.3 million in the three months and increased $2.4 million to $59.3 million in the six months ended June 30, 2021, as compared to the same periods in 2020. Non-cash interest expense, which includes amortization and write-off of deferred financing costs and is offset by capitalized interest, decreased $0.7 million to $0.6 million in the three months and decreased $1.1 million to $1.3 million in the six months ended June 30, 2021, as compared to the same periods in 2020.

Our weighted average interest rate on our borrowings, excluding the write-off of deferred financing costs and capitalized interest, but including the impact of interest rate swaps, was 4.3% and 4.2% for the three months ended June 30, 2021 and 2020, respectively, and 4.5% and 4.4% for the six months ended June 30, 2021 and 2020, respectively.

Interest Income

Interest income for the three months and six months ended June 30, 2021 and 2020 primarily includes amounts earned on the bonds that were received in connection with the development of Gaylord National, which we hold as notes receivable. See Note 6, “Notes Receivable,” to the accompanying condensed consolidated financial statements included herein for additional discussion of interest income on these bonds.

37

Table of Contents

Loss on Extinguishment of Debt

In February 2021, we commenced a cash tender offer for any and all outstanding $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 six months ended June 30, 2021.

Loss from Unconsolidated Joint Ventures

The loss from unconsolidated joint ventures for the three months and six months ended June 30, 2021 and 2020 represents our equity method share of losses associated with Circle.

Other Gains and (Losses), net

Other gains and (losses), net for the three months and six months ended June 30, 2021 represents various miscellaneous items. Other gains and (losses), net for the three months and six months ended June 30, 2020 includes the forfeiture of a $15.0 million deposit associated with the terminated potential acquisition of Block 21.

Provision for Income Taxes

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

For the three months ended June 30, 2021 and 2020, we recorded an income tax provision of $1.6 million and $0.2 million, respectively. For the six months ended June 30, 2021 and 2020, we recorded an income tax provision of $5.6 million and $27.0 million, respectively. The income tax provision for the six months ended June 30, 2021 and 2020 includes the recording of a valuation allowance of $3.6 million and $26.7 million, respectively, as discussed in Note 12, “Income Taxes,” to the condensed consolidated financial statements included herein. In the six months ended June 30, 2021 and 2020, we also recorded an income tax provision of $2.0 million and $0.2 million, respectively, inclusive of valuation allowance, related to current period operations.

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 Interest Definition

 

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

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

Preopening costs;
Non-cash lease expense;
Equity-based compensation expense;
Impairment charges that do not meet the NAREIT definition above;

38

Table of Contents

Credit losses on held-to-maturity securities;
Any transactions costs of acquisitions;
Loss on extinguishment of debt;
Pension settlement charges;
Pro rata 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.

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 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 and unit holders Definition

 

We calculate FFOwhich 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 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;
Transactions costs on acquisitions;
Deferred income tax expense (benefit); and
Any other adjustments we have identified herein.

FFO available to common shareholders and unit holders and Adjusted FFO available to common shareholders and unit holders exclude the ownership portion of the Gaylord Rockies joint venture not controlled or owned by the Company.

Beginning in the third quarter of 2020, we refer to unitholders in these measures, reflecting outstanding OP units issued to noncontrolling interests for the first time during third quarter 2020.

We believe that the presentation of FFO available to common shareholders and unit holders and Adjusted FFO available to common shareholders and unit holders provides useful information to investors regarding the performance of our

39

Table of Contents

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 and unit holders, and Adjusted FFO available to common shareholders and unit holders may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. These non-GAAP financial measures, and any related per share measures, should not be considered as alternative measures of our Net Income (Loss), operating performance, cash flow or liquidity. These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as Net Income (Loss), Operating Income (Loss), or cash flow from operations.

The following is a reconciliation of our consolidated GAAP net loss to EBITDAre and Adjusted EBITDAre for the three months and six months ended June 30, 2021 and 2020 (in thousands):

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 

2021

    

2020

2021

    

2020

Net loss

$

(63,049)

$

(187,659)

$

(180,170)

$

(238,395)

Interest expense, net

28,396

28,188

57,822

55,175

Provision for income taxes

1,623

161

5,577

26,960

Depreciation and amortization

54,673

54,011

107,988

107,356

(Gain) loss on sale of assets

6

(317)

(1,255)

Pro rata EBITDAre from unconsolidated joint ventures

19

6

34

9

EBITDAre

21,662

(105,287)

(9,066)

(50,150)

Preopening costs

217

700

616

1,501

Non-cash lease expense

1,085

1,141

2,173

2,258

Equity-based compensation expense

3,146

2,189

5,668

4,419

Pension settlement charge

566

566

Credit loss on held-to-maturity securities

19,145

24,973

Interest income on Gaylord National bonds

1,404

1,733

2,725

3,198

Loss on extinguishment of debt

2,949

Transaction costs of acquisitions

75

15,138

75

15,435

Adjusted EBITDAre

28,155

(65,241)

5,706

1,634

Adjusted EBITDAre of noncontrolling interest in consolidated joint venture

273

2,128

1,017

(5,578)

Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture

$

28,428

$

(63,113)

$

6,723

$

(3,944)

40

Table of Contents

The following is a reconciliation of our consolidated GAAP net loss to FFO and Adjusted FFO for the three months and six months ended June 30, 2021 and 2020 (in thousands):

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 

2021

    

2020

2021

    

2020

Net loss

$

(63,049)

$

(187,659)

$

(180,170)

$

(238,395)

Noncontrolling interest in consolidated joint venture

4,708

14,167

16,501

18,387

Net loss available to common shareholders and unit holders

(58,341)

(173,492)

(163,669)

(220,008)

Depreciation and amortization

54,636

53,974

107,914

107,282

Adjustments for noncontrolling interest

(3,139)

(8,581)

(11,069)

(17,138)

Pro rata adjustments from joint ventures

19

6

34

11

FFO available to common shareholders and unit holders

(6,825)

(128,093)

(66,790)

(129,853)

Right-of-use asset amortization

37

37

74

74

Non-cash lease expense

1,085

1,141

2,173

2,258

Pension settlement charge

566

566

Credit loss on held-to-maturity securities

19,145

24,973

Gain on other assets

(317)

(1,261)

Write-off of deferred financing costs

235

235

Amortization of deferred financing costs

2,170

1,957

4,379

3,851

Amortization of debt premiums

(70)

(67)

(140)

(134)

Loss on extinguishment of debt

2,949

Adjustments for noncontrolling interest

(77)

(277)

(294)

(491)

Transaction costs of acquisitions

75

15,138

75

15,435

Deferred tax expense

1,392

82

5,173

26,641

Adjusted FFO available to common shareholders and unit holders

$

(1,647)

$

(90,702)

$

(52,152)

$

(58,272)

Liquidity and Capital Resources

Cash Flows From Operating Activities. Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders. During the six months ended June 30, 2021, with most of our hotels and other assets operating at limited capacity for at least a portion of the period, our net cash flows used in operating activities were $27.9 million, primarily reflecting cash used in our net loss before depreciation expense, amortization expense and other non-cash charges of $53.4 million, partially offset by favorable changes in working capital of $25.5 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 Entertainment segment venues, partially offset by an increase in accounts receivable due to an increase in group business at our Gaylord Hotels properties.

During the six months ended June 30, 2020, our net cash flows used in operating activities were $110.8 million, primarily reflecting cash used in our net loss before depreciation expense, amortization expense and other non-cash charges of $52.2 million and unfavorable changes in working capital of $58.6 million. The unfavorable changes in working capital primarily resulted from a decrease in accounts payable and accrued liabilities associated with the payment of accrued property taxes and incentive compensation, partially offset by a decrease in accounts receivable due to the collection of previous receivables and the decrease of new receivables due to property closures.

Cash Flows From Investing Activities. During the six months ended June 30, 2021, our primary use 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 addition, we spent $53.5 million for purchases of property and equipment, which consisted primarily of the expansion of Gaylord Palms, a rooms renovation at Gaylord National, and ongoing maintenance capital expenditures for our existing properties.

41

Table of Contents

During the six months ended June 30, 2020, our primary uses of funds for investing activities were purchases of property and equipment, which totaled $83.1 million, and consisted primarily of the expansion at Gaylord Palms and ongoing maintenance capital expenditures for our existing properties.

Cash Flows From Financing Activities. Our cash flows from financing activities primarily reflect the incurrence of debt, the repayment of long-term debt and, during the six months ended June 30, 2020, the payment of cash dividends. During the six months ended June 30, 2021, our net cash flows provided by financing activities were $299.4 million, primarily reflecting net senior note borrowing of $200.0 million and net borrowings under our credit facility of $116.5 million, partially offset by the payment of $10.6 million in deferred financing costs.

During the six months ended June 30, 2020, our net cash flows used in financing activities were $84.1 million, primarily reflecting the payment of $102.3 in cash dividends, partially offset by $25.0 million in borrowings under our revolving credit agreement.

Liquidity

At June 30, 2021, we had $71.6 million in unrestricted cash and $474.7 million available for borrowing under our revolving credit facility. During the six months ended June 30, 2021, we borrowed $119.0 million under our revolving credit facility, tendered for and redeemed $400.0 million in aggregate principal amount of senior notes, issued $600.0 million in aggregate principal amount of new senior notes, purchased the remaining 35% of the Gaylord Rockies joint venture that we did not previously own and undeveloped land adjacent to Gaylord Rockies for approximately $210.0 million, and incurred capital expenditures of $53.5 million. These net inflows, partially offset by cash flows used in operations discussed above, were the primary factors in the slight increase in our cash balance from December 31, 2020 to June 30, 2021.

We anticipate investing in our operations during the remainder of 2021 by spending between $26 million and $41 million in capital expenditures, which primarily includes ongoing maintenance capital of our current facilities.

We believe that our cash on hand, together with amounts available for borrowing under our revolving credit facility, will be adequate to fund our general short-term commitments, as well as: (i) current operating expenses, (ii) interest expense on long-term debt obligations, and (iii) financing lease and operating lease obligations until our assets are operating at pre-COVID-19 pandemic levels. Our ability to draw on our credit facility is subject to the satisfaction of provisions of the credit facility, as amended. Our cash burn has continued to improve during 2021, and we achieved positive cash flow in June 2021.

On May 27, 2021, we entered into an at-the-market (“ATM”) equity distribution agreement (the “ATM Agreement”) with a consortium of banks (each a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which we may offer and sell to or through our Sales Agents (the “ATM Offering”), from time to time, up to 4.0 million shares of our common stock in such share amounts as we may specify by notice to the Sales Agents, in accordance with the terms and conditions set forth in the ATM Agreement. We intend to use the net proceeds from any sale of shares under the ATM Agreement for the repayment of outstanding indebtedness, which may include the repayment of amounts outstanding under our credit agreement governing our revolving credit facility. Net proceeds which are not used for the repayment of outstanding indebtedness (to the extent then permitted by our credit agreement) may be used for general corporate purposes. No shares were issued under the ATM Agreement during the three months and six months ended June 30, 2021.

Our outstanding principal debt agreements are described below. At June 30, 2021, there were no defaults under the covenants related to our outstanding debt based on the amended terms reached with the lenders in December 2020.

Principal Debt Agreements

Credit Facility. On October 31, 2019, we entered into a Sixth Amended and Restated Credit Agreement (the “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 the Company’s existing credit facility. As amended, our credit facility consists of a $700.0 million senior secured revolving

42

Table of Contents

credit facility (the “Revolver”), 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 two amendments (the “Amendments”) to the Credit Agreement among the same parties, as discussed below.

Each of the Revolver, Term Loan A and Term Loan B is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties, other than Gaylord Rockies, and certain of our other subsidiaries. Each is secured by (i) a first mortgage lien on the real property of each of our Gaylord Hotels properties, excluding Gaylord Rockies, (ii) pledges of equity interests in our subsidiaries that own the Gaylord Hotels properties, excluding 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 Rockies are not subject to the liens of our credit facility.

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

We must maintain a consolidated funded indebtedness to total asset value ratio as of the end of each calendar quarter of not more than .65 to 1.0.
We must maintain a consolidated fixed charge coverage ratio (as defined in the Credit Agreement) of not less than 1.50 to 1.00.
We must maintain an implied debt service coverage ratio (the ratio of adjusted net operating income to monthly principal and interest that would be required if the outstanding balance were amortized over 25 years at an assumed fixed rate) of not less than 1.60 to 1.00.

The Amendments provide for a waiver of the foregoing financial covenants through March 31, 2022 (the “Temporary Waiver Period”). 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.

We may elect to terminate the Temporary Waiver Period prior to expiration. For the first quarter following the expiration or termination of the Temporary Waiver Period, we will 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 Amendment, we are required to use any proceeds from borrowings drawn during the Temporary Waiver Period and until we demonstrate financial covenant compliance following the expiration or earlier termination 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.

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. Pursuant to the Credit Agreement, we extended the maturity date of the Revolver to March 31, 2024, with two additional six-month extension options, at our election. Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.40% to 1.95%, 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. Pursuant to the Amendments, beginning April 1, 2021 through the end of the Restricted

43

Table of Contents

Period, the interest rate on LIBOR-based borrowings under the Revolver will be LIBOR plus 2.25%. Principal is payable in full at maturity.

At June 30, 2021, $225.0 million was outstanding under the Revolver, and the lending banks had issued $0.3 million of letters of credit under the Credit Agreement, which left $474.7 million of availability under the Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our $600 Million 4.5% Senior Notes and our $700 million in aggregate principal amount of senior notes due 2027 (the “$700 Million 4.75% Senior Notes”), which we met at June 30, 2021).

Term Loan A Facility. Pursuant to the Credit Agreement, in 2019 the Term Loan A was increased from $200 million to $300 million and the maturity date was extended to March 31, 2025. Borrowings bear interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.35% 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. Pursuant to the Amendments, beginning April 1, 2021 through the end of the Restricted Period, the interest rate on LIBOR-based borrowings under the Term Loan A will be LIBOR plus 2.25%. Amounts borrowed under the Term Loan A that are repaid or prepaid may not be reborrowed.

Term Loan B Facility. The Term Loan B has a maturity date of May 11, 2024. The applicable interest rate margins for borrowings under the Term Loan B are, at our option, either (i) LIBOR plus 2.00% or (ii) a base rate as set forth in the Credit Agreement. At June 30, 2021, the interest rate on the Term Loan B was LIBOR plus 2.00%. In October 2019, we entered into four interest rate swaps with a total notional amount of $350.0 million to fix the LIBOR portion of the interest rate, at rates between 1.2235% and 1.2315%, through May 11, 2023. We have designated these interest rate swaps as effective cash flow hedges. The Term Loan B amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of $500.0 million, with the balance due at maturity. In addition, if for any fiscal year, there is Excess Cash Flow (as defined in the 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 June 30, 2021, $378.8 million in borrowings were outstanding under the Term Loan B.

$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, 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 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 $400 Million 5% 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.

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

The $700 Million 4.75% Senior Notes are redeemable before October 15, 2022, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $700 Million 4.75% Senior Notes will be redeemable, in whole or in part, at any time on or after October 15, 2022 at a

44

Table of Contents

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.

$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 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, beginning on August 15, 2021. 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 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 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 net proceeds from the issuance of the $600 Million 4.50% Senior Notes totaled approximately $591 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used a significant portion of these proceeds to tender and redeem our previous $400 Million 5% Senior Notes, as discussed below, and to repay all of the amounts outstanding under the Revolver and for general corporate purposes.

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.

Tender for and Redemption of $400 Million 5% Senior Notes. In 2015, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of senior notes due 2023.

On February 9, 2021, we commenced a cash tender offer for any and all outstanding $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 the $400 Million 5% Senior Notes were validly tendered. We used a portion of the proceeds from the issuance of the $600 Million 4.50% Senior Notes to fund the tender offer. In accordance with the indenture governing the $400 Million 5% Senior Notes, subsequent to the expiration of the tender offer, on February 17, 2021, we gave irrevocable notice of the redemption of all remaining $400 Million 5% Senior Notes not tendered in the tender offer and irrevocably deposited with the trustee for the $400 Million 5% Senior Notes an amount sufficient to pay the redemption price of the $400 Million 5% Senior Notes called for redemption at that date, including interest through April 15, 2021. The redemption and cancellation of the $400 Million 5% Senior Notes was completed on April 15, 2021. We used a portion of the proceeds from the issuance of the $600 Million 4.50% Senior Notes to fund the redemption.

$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 Gaylord Rockies joint venture, entered into a Second Amended and Restated Loan Agreement (the “Gaylord Rockies Loan”) with Wells Fargo Bank, National Association, as administrative agent, which refinanced the Gaylord Rockies joint venture’s existing $500 million construction loan and

45

Table of Contents

$39 million mezzanine loan, which were scheduled to mature in December 2019. The Gaylord Rockies Loan consists of an $800.0 million secured term loan facility and also includes the option for an additional $80.0 million of borrowing capacity should we pursue an expansion of Gaylord Rockies, which was announced in February 2020 but has been postponed as a result of the COVID-19 pandemic. The Gaylord Rockies Loan matures July 2, 2023 with three, one-year extension options, subject to certain requirements in the Gaylord Rockies Loan, and bears interest at LIBOR plus 2.50%. Simultaneous with closing, the Gaylord Rockies joint venture entered into an interest rate swap to fix the LIBOR portion of the interest rate at 1.65% for the first three years of the loan. We have designated this interest rate swap as an effective cash flow hedge.

The 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 the expansion is pursued, and (iii) customary non-recourse carve-outs.

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

The Loan Amendment modified the Gaylord Rockies Loan to (i) provide for the ability to use cash for certain purposes, even during a Cash Sweep Period (as defined in the Loan Agreement), which the Gaylord Rockies joint venture was in beginning in July 2020, (ii) extend the deadline for Hotel Owner to commence construction of an expansion to Gaylord Rockies, and (iii) provide favorable changes to the debt service coverage ratio provisions.

The Loan Amendment includes restrictions on distributions to our subsidiaries that own Gaylord Rockies and requires a certain level of equity financing for a Gaylord Rockies expansion.

Additional Debt Limitations. Pursuant to the terms of the management agreements and pooling agreement with Marriott for our 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.

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.

46

Table of Contents

Estimated Interest on Principal Debt Agreements

Based on the stated interest rates on our fixed-rate debt and the rates in effect at June 30, 2021 for our variable-rate debt after considering interest rate swaps, our estimated interest obligations through 2025 are $399.9 million. These estimated obligations are $59.2 million for the remainder of 2021, $115.2 million in 2022, $90.0 million in 2023, $72.1 million in 2024, and $63.4 million in 2025. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt. See “Supplemental Cash Flow Information” in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of the interest we paid during 2020, 2019 and 2018.

Supplemental Guarantor Financial Information

The Company’s $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, 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.

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).

June 30, 

December 31, 

    

2021

    

2020

Net receivables due from non-guarantor subsidiaries

$

525,483

$

138,241

Other assets

 

1,638,293

 

1,660,137

Total assets

$

2,163,776

$

1,798,378

Total liabilities

$

2,320,765

$

1,995,509

Total noncontrolling interest

$

12,201

$

14,516

Six Months Ended

    

June 30, 2021

Revenues from third-parties

$

256

Revenues from non-guarantor subsidiaries

56,555

Operating expenses (excluding expenses to non-guarantor subsidiaries)

56,593

Expenses to non-guarantor subsidiaries

5,737

Operating loss

(5,519)

Net loss

(45,090)

Net loss available to common stockholders

(43,861)

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 defining the appropriate assumptions for calculating

47

Table of Contents

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, 2020. There were no newly identified critical accounting policies in the first six months of 2021, 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, 2020.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our quantitative and qualitative market risks since December 31, 2020. 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, 2020.

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 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.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is a party to certain litigation in the ordinary course, as described in Note 13, “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, 2020.

Any replacement of LIBOR as the basis on which interest on our variable-rate debt is calculated may harm our financial results, profitability and cash flows.

At June 30, 2021, we had $1.7 billion of variable interest rate debt that was indexed to the London Inter-Bank Offered Rate (“LIBOR”), a portion of which are subject to interest rate swap agreements.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR quotations after 2021 (the “2017 FCA Announcement”). The 2017 FCA Announcement indicates that the continuation of LIBOR on the current basis cannot and will not be assured after 2021, and LIBOR may cease to exist or otherwise be unsuitable for use as a benchmark.

48

Table of Contents

On March 5, 2021, the FCA announced that USD LIBOR will no longer be published after June 30, 2023. This announcement has several implications, including setting spread adjustments that may be used to convert contracts automatically from LIBOR to the Secured Overnight Financing Rate (“SOFR”). Additionally, banking regulators are encouraging banks to discontinue new LIBOR debt issuances by December 31, 2021. While we currently expect LIBOR to be available in substantially its current form until June 30, 2023, it is possible that LIBOR will become unavailable prior to that date. This could result, for example, if an insufficient number of banks continue to make submissions to the LIBOR administrator, or if regulatory considerations prompt holders of our variable interest rate debt to make an earlier transition.

LIBOR reform proposals may result in the establishment of new methods for calculating LIBOR or the establishment of one or more alternative benchmark rates (including SOFR plus the applicable spread adjustment). Although the agreements governing our indebtedness provide for successor base rates, as applicable, the successor base rates may not be related to LIBOR, and the consequences of any potential cessation, modification or other reform of LIBOR cannot be predicted at this time. If LIBOR ceases to be usable as an interest rate benchmark, we may need to amend the agreements governing our indebtedness, and we cannot predict what alternative interest rate(s) will be negotiated with our counterparties. As a result, our interest expense may increase, our ability to refinance some or all of our existing indebtedness and/or interest rate swaps may be impacted and our available cash flow may be adversely affected.

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.

49

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

Amended and Restated Bylaws of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed October 1, 2012).

10.1

ATM Equity Distribution Agreement, dated May 27, 2021, by and among Ryman Hospitality Properties, Inc. and the sales agents named therein (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed May 27, 2021).

10.2*

Amendment No. 2 to Second Amended and Restated Loan Agreement and Modification to Guaranty, dated as of May 7, 2021, by and among Aurora Convention Center Hotel, LLC, Aurora Convention Center Hotel Lessee, LLC, Wells Fargo Bank National Association, as administrative agent, and the lenders from time to time party thereto.

10.3*

Purchase Agreement (Joint Venture Interests), dated April 30, 2021, by and among RHPAHO, LLC and RHPAHP, LLC, as purchasers, and Aurora Convention Center Hotel Partners, LLC and RIDA Aurora 2018 Acquisition, LLC, as sellers.

10.4*

Amendment No. 3 to Sixth Amended Credit Agreement, dated April 30, 2021, among Ryman Hospitality Properties, Inc., as a guarantor, RHP Hotel Properties, LP, as borrower, certain other subsidiaries of Ryman Hospitality Properties, Inc. party thereto, as guarantors, certain subsidiaries of Ryman Hospitality Properties, Inc. party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank National Association, as administrative agent.

22

List of Parent and Subsidiary Guarantors (incorporated by reference to Exhibit 22 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed May 4, 2021).

31.1*

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

31.2*

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

32.1**

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

101*

The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at June 30, 2021 and December 31, 2020, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three months and six months ended June 30, 2021 and 2020, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2021 and 2020, (iv) Condensed Consolidated Statements of Equity (Deficit) (unaudited) for the three months and six months ended June 30, 2021 and 2020, 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.

50

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: August 3, 2021

By:

/s/ Colin V. Reed

Colin V. Reed

Chairman of the Board of Directors and

Chief Executive Officer

By:

/s/ Mark Fioravanti

Mark Fioravanti

President and Chief Financial Officer

By:

/s/ Jennifer Hutcheson

Jennifer Hutcheson

Executive Vice President, Corporate

Controller and Chief Accounting Officer

51