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Description of the Business and Summary of Significant Accounting Policies | 12 Months Ended
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Dec. 31, 2024
Description of the Business and Summary of Significant Accounting Policies |
Description of the Business and Summary of Significant Accounting Policies | 1. Description of the Business and Summary of Significant Accounting Policies For financial statement presentation and reporting purposes, the Company is the successor to Gaylord Entertainment Company, a Delaware corporation (“Gaylord”). As part of the plan to restructure the business operations of Gaylord to facilitate its qualification as a real estate investment trust (“REIT”) for federal income tax purposes, Gaylord merged with and into its wholly-owned subsidiary, Ryman Hospitality Properties, Inc., a Delaware corporation (“Ryman”), on October 1, 2012, with Ryman as the surviving corporation (the “Merger”). At 12:01 a.m. on October 1, 2012, the effective time of the Merger, Ryman succeeded to and began conducting, directly or indirectly, all of the business conducted by Gaylord immediately prior to the Merger. The “Company” refers to Ryman and its subsidiaries and to Gaylord. On January 1, 2013, the Company began operating as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These five resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). The Company’s other owned hotel assets managed by Marriott include the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) (effective June 30, 2023), the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National. The Company also owns a controlling 70% equity interest in OEG Attractions Holdings, LLC, a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which the Company reports as its Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; WSM-AM, the Opry’s radio home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; Category 10, a Luke Combs-themed bar, music venue and event space that opened in November 2024; as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company. Prior to June 16, 2022, the Company owned 100% of OEG. See “OEG Transaction” in this Note 1 for further disclosure. OEG also previously owned a 50% interest in a joint venture that created and distributed a linear multicast and over-the-top channel dedicated to the country music lifestyle (“Circle”). The Company conducts its business through an umbrella partnership REIT, in which all of its assets are held by, and all of its operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”) that the Company formed in connection with its REIT conversion. Ryman and the non-controlling operating partnership unit holders discussed in “Income Per Share” in this Note 1 are the sole limited partners of the Operating Partnership, and Ryman currently owns, either directly or indirectly, 99.3% of the partnership units of the Operating Partnership. RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being an issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and its 100%-owned subsidiaries. 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 Annual Report on Form 10-K and Ryman’s other reports, documents or other information filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. The Company principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality; Entertainment; and Corporate and Other. The Company’s fiscal year ends on December 31 for all periods presented. Business Segments Hospitality The Hospitality segment includes the Gaylord Hotels properties, JW Marriott Hill Country (effective June 30, 2023), the Inn at Opryland and the AC Hotel, each of which is managed by Marriott pursuant to a management agreement for each hotel. Entertainment The Entertainment segment includes the OEG business, specifically the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Category 10, Block 21, and OEG’s previous investment in the Circle joint venture, among various others. Marriott manages the day-to-day operations of the General Jackson and the W Austin, which is part of the Block 21 complex, pursuant to management agreements. Corporate and Other The Corporate and Other segment includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including certain costs for the Company’s retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. The Company’s investments in non-controlled entities in which it has the ability to exercise significant influence over operating and financial policies are accounted for by the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company analyzes its variable interests, including loans, guarantees, management agreements, leasing arrangements and equity investments, to determine if an entity in which it has a variable interest is a variable interest entity (“VIE”). This analysis primarily includes a qualitative review, which is based on a review of the design of the entity, its organizational structure, including decision-making ability, and relevant financial agreements. This analysis is also used to determine if the Company must consolidate the VIE as the primary beneficiary. In September 2023, the Company and its joint venture partner agreed to wind down the Circle joint venture, with operations ceasing December 31, 2023. As a result, the Company incurred a loss related to Circle of approximately $10.5 million, which is included in loss from unconsolidated joint ventures in the accompanying consolidated statement of operations for 2023. OEG Transaction On June 16, 2022, the Company and certain of its subsidiaries consummated the transactions contemplated by an investment agreement (the “Investment Agreement”) with Atairos Group, Inc. (“Atairos”) and A-OEG Holdings, LLC, an affiliate of Atairos (the “OEG Investor”), pursuant to which OEG issued and sold to the OEG Investor, and the OEG Investor acquired, 30% of the equity interests of OEG for approximately $296.0 million (the “OEG Transaction”). The Company retains a controlling 70% equity interest in OEG and continues to consolidate the assets, liabilities and results of operations of OEG in the accompanying consolidated financial statements. The portion of OEG that the Company does not own is recorded as noncontrolling interest in consolidated joint venture, which is classified as mezzanine equity in the accompanying consolidated balance sheets, and any adjustment necessary to reflect the noncontrolling interest at its redemption value is shown in the accompanying consolidated statements of equity (deficit) and noncontrolling interest. After the payment of transaction expenses, the Company used substantially all of the net proceeds from the OEG Transaction, together with the net proceeds the Company received from the OEG Term Loan (as defined below), to repay the then-outstanding balance of the Company’s former $300 million term loan A and to pay down substantially all borrowings then outstanding under the Company’s revolving credit facility. Pursuant to the Second Amended and Restated Limited Liability Company Agreement for OEG entered into at the closing of the OEG Transaction (the “OEG LLC Agreement”), OEG is governed by a Board of Managers (the “Board”), subject to member consent to certain actions. The Board initially consists of six members, four designated by the Company and two designated by the OEG Investor. Board membership may be modified from time to time to reflect the proportional ownership of outstanding units by each party. Subject to certain ownership thresholds, the approval of both parties will be required with respect to certain “major decisions” affecting OEG, including, but not limited to, approval of OEG’s annual operating budget in the event of changes exceeding certain thresholds, the incurrence of certain debt, the issuance of new equity securities, and mergers, acquisitions or dispositions in excess of a certain dollar threshold. The OEG Investor will have the option to acquire additional common units of OEG from the Company (the “Purchase Option”) in the fourth quarter of 2025 in an amount equal to the lesser of $125 million or the maximum amount of proceeds that the Company may receive with respect to its compliance with applicable REIT tests, provided that the OEG Investor may not purchase an amount of common units that would result in the Company owning less than 51% of the outstanding common units after giving effect to the purchase. If the OEG Investor elects to exercise the Purchase Option, then (i) beginning on June 16, 2027 (the fifth anniversary of the OEG Investor’s original investment in OEG (the “Fifth Anniversary”)), the OEG Investor will have the right to demand that OEG undertake a Qualified IPO and (ii) the OEG Investor’s rights with respect to the IPO Request Put Right, the Seven-Year Put Right, an IPO Payment and a Sale Payment, each as defined in the OEG LLC Agreement and described below, will expire. The Purchase Option will terminate upon the occurrence of a Qualified IPO, a Sale of OEG or a Qualified Spinoff, each as defined in the OEG LLC Agreement. IPO Request Put Right. If OEG has not completed a Qualified IPO prior to June 16, 2026 (the fourth anniversary of the OEG Investor’s original investment in OEG (the “Fourth Anniversary”)), the OEG Investor may request that OEG undertake a Qualified IPO. If the Company, through its subsidiary RHP Hotels, LLC (the “Ryman Member”), declines to undertake such Qualified IPO, the OEG Investor may cause the Ryman Member to acquire all of the OEG Investor’s interest in OEG at a price equal to 1.5 times the OEG Investor’s equity investment (the “IPO Request Put Price”). Seven-Year Put Right. If OEG has not completed a Qualified IPO, Sale of OEG or a Qualified Spinoff prior to June 16, 2029 (the seventh anniversary of the OEG Investor’s original investment in OEG (the “Seventh Anniversary”)), the OEG Investor may cause the Ryman Member to acquire all of the OEG Investor’s interest in OEG at a price equal to the fair value of the OEG Investor’s equity interest (the “Seven-Year Put Price”). ​ The IPO Request Put Price and the Seven-Year Put Price may each be settled in either cash or Company stock, at the Company’s option, and the IPO Request Put Right and the Seven-Year Put Right will each terminate at the first closing of the Purchase Option. ​ IPO Payment. Upon a Qualified IPO that occurs on or before the Seventh Anniversary, the OEG Investor will be entitled to an IPO Payment if the Post IPO Investor Stake Value (as defined in OEG LLC Agreement) measured on the 120th trading day post-IPO does not equal or exceed the Minimum Investor Stake Value (as defined in the OEG LLC Agreement). If the IPO occurs after the Fourth Anniversary, the IPO Payment will be capped at 50% of the OEG Investor’s investment in OEG (the “Payment Cap”). Any IPO Payment may be satisfied in either cash, OEG equity owned by the Ryman Member, or Company stock, at the Company’s option. ​ Sale Payment. Upon a sale of OEG (but excluding a Qualified Spinoff) that occurs on or before the Seventh Anniversary, the OEG Investor will be entitled to a Sale Payment if the value of the OEG Investor’s retained invested equity (implied by the sale) does not equal or exceed the Minimum Investor Sale Value (as defined in the OEG LLC Agreement). If a sale of OEG occurs after the Fifth Anniversary, any Sale Payment will be capped at the Payment Cap. Any Sale Payment may be satisfied in either cash, a preferential cash distribution, additional consideration in the Sale of OEG or Company stock at the Company’s option. ​ The above descriptions related to the OEG LLC Agreement do not purport to be complete and are qualified in their entirety by reference to the OEG LLC Agreement filed as Exhibit 10.11 to this Annual Report on Form 10-K and incorporated herein by reference. ​ JW Marriott Hill Country Transaction On June 30, 2023, the Company purchased JW Marriott Hill Country for approximately $800 million. Located amid approximately 600 acres in the Texas Hill Country region outside of San Antonio, JW Marriott Hill Country, which opened in 2010, is a premier group-oriented resort with 1,002 rooms and 268,000 total square feet of indoor and outdoor meeting and event space. The resort’s amenities include a spa, several food and beverage outlets, a water experience, and TPC San Antonio, which features two 18-hole golf courses. The Company funded the purchase price with approximately $395 million in net proceeds of an underwritten registered public offering of approximately 4.4 million shares of the Company’s common stock (see Note 9, “Equity”), approximately $393 million in net proceeds of a private placement of $400 million aggregate principal amount of 7.25% senior notes due 2028 (see Note 4, “Debt”) and cash on hand. JW Marriott Hill Country assets and operations are reflected in the Company’s Hospitality segment beginning June 30, 2023. The Company performed a valuation of the fair value of the acquired assets and liabilities assumed as of June 30, 2023. The valuations of the various components of property and equipment were determined principally based on the cost approach, which uses assumptions regarding replacement values from established indices. The valuation of intangible assets was based on various methods to evaluate the values of advanced bookings previously received for the hotel and the values of golf memberships and water rights for the golf course. The Company considers each of these estimates as Level 3 fair value measurements. The Company determined that the acquisition represents an asset acquisition and has capitalized transaction costs and allocated the purchase price to the relative fair values of assets acquired and liabilities assumed, adjusted for working capital adjustments as set forth in the purchase agreement and transaction costs, as follows (amounts in thousands):
​ | ​ | ​ | ​
Property and equipment | ​ | $ | 772,821
Cash and cash equivalents - unrestricted | ​ |  | 12,690
Cash and cash equivalents - restricted | ​ | ​ | 5,477
Trade receivables | ​ |  | 14,743
Prepaid expenses and other assets | ​ |  | 3,953
Intangible assets | ​ |  | 25,097
Total assets acquired | ​ | ​ | 834,781
Accounts payable and accrued liabilities | ​ | ​ | (25,148)
Total liabilities assumed | ​ | ​ | (25,148)
Net assets acquired | ​ | $ | 809,633
​ Block 21 Transaction On May 31, 2022, the Company purchased Block 21 for a stated purchase price of $260 million, as subsequently adjusted to $255 million pursuant to the terms of the purchase agreement, which included the assumption of approximately $136 million of existing mortgage debt. Block 21 is the home of the Austin City Limits Live at The Moody Theater (“ACL Live”), a 2,750-seat entertainment venue that serves as the filming location for the Austin City Limits television series. The Block 21 complex also includes the 251-room W Austin, the 3TEN at ACL Live club and approximately 53,000 square feet of other Class A commercial space. The Company funded the cash portion of the purchase price with cash on hand and borrowings under its revolving credit facility. The acquisition was accounted for as a business combination, given the different nature of the principal operations acquired (a hotel and an entertainment venue). Block 21 assets and operations are reflected in the Company’s Entertainment segment beginning May 31, 2022. The Company performed a preliminary valuation of the fair value of the acquired assets and liabilities assumed as of May 31, 2022. The valuations of the various components of property and equipment were determined principally based on the cost approach, which uses assumptions regarding replacement values from established indices. The valuation of intangible assets was based on various methods to evaluate the values of leases in place and advanced bookings previously received for the hotel. The valuation of assumed debt was principally based on a discounted cash flow approach using market interest rates at the time of the transaction. The Company considers each of these estimates as Level 3 fair value measurements. Other acquired assets were valued at, and fair value approximated, carrying value. Based on the aggregation of fair values as compared to consideration transferred, the Company concluded that there was no goodwill or bargain purchase gain related to the business combination. The Company performed an income approach evaluation of the acquired set which corroborated the conclusion that there was no goodwill related to the acquisition. Such evaluation included assumptions of future projected cash flows, which were based on the future projected occupancy and average daily rate for the W Austin, future anticipated cash flows at ACL Live, and market discount rates. Utilizing the valuation, the Company performed a purchase price allocation for the acquired assets and liabilities of Block 21. As a result, the Company allocated the purchase price, adjusted for working capital adjustments as defined in the purchase agreement, as follows (amounts in thousands): ​
​ | ​ | ​ | ​
Property and equipment | ​ | $ | 237,159
Cash and cash equivalents - unrestricted | ​ |  | 8,493
Cash and cash equivalents - restricted | ​ | ​ | 12,450
Trade receivables | ​ |  | 1,405
Prepaid expenses and other assets | ​ |  | 1,085
Intangible assets | ​ |  | 1,723
Total assets acquired | ​ | ​ | 262,315
​ | ​ | ​ | ​
Debt | ​ | ​ | (132,531)
Accounts payable and accrued liabilities | ​ | ​ | (14,774)
Other liabilities | ​ | ​ | (75)
Total liabilities assumed | ​ | ​ | (147,380)
​ | ​ | ​ | ​
Net assets acquired | ​ | $ | 114,935
​ During the first quarter of 2023, the Company concluded its valuation of the fair value of the acquired assets and liabilities assumed as of May 31, 2022, and no significant changes were made to the provisional amounts presented above. The Company incurred $1.3 million in acquisition-related expenses in 2022, which are included in entertainment expenses in the accompanying consolidated statement of operations. Property and Equipment Property and equipment are stated at cost or initially at estimated fair value if recorded in connection with purchase accounting. Improvements and significant renovations that extend the lives of existing assets are capitalized. Interest on funds borrowed to finance the construction of major capital additions is included in the cost of the applicable capital addition. Maintenance and repairs are charged to expense as incurred. Property and equipment are generally depreciated using the straight-line method over the following estimated useful lives: ​
​ | ​ | ​
Buildings |  | 40 years
Land improvements |  | 20 years
Furniture, fixtures and equipment |  | 5-8 years
Leasehold improvements |  | The shorter of the lease term or useful life
​ Cash and Cash Equivalents — Unrestricted The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash and cash equivalents balances in excess of insured limits with various financial institutions. Cash and Cash Equivalents — Restricted Restricted cash and cash equivalents primarily represent funds held by our property manager for furniture, fixtures and equipment reserves. In addition, based on its loan agreement, Block 21 must maintain a restricted cash balance related to debt service, property tax, insurance and other payments. Effective September 30, 2024, Block 21 was in a Trigger Period (as defined in Note 4, “Debt”). Such cash amounts held as a result of the Trigger Period are also included in restricted cash for 2024. Supplemental Cash Flow Information Cash paid for interest, net considering amounts from interest rate swaps, for the years ended December 31 was comprised of (amounts in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023 |  | 2022
Debt interest paid | ​ | $ | 210,650 | ​ | $ | 183,479 | ​ | $ | 135,467
Capitalized interest | ​ |  | (7,560) | ​ |  | (2,483) | ​ |  | (183)
Cash paid for interest, net of capitalized interest | ​ | $ | 203,090 | ​ | $ | 180,996 | ​ | $ | 135,284
​ Net cash payments of income taxes in 2024, 2023 and 2022 were $3.0 million, $6.5 million and $27.0 million, respectively. Accounts Receivable The Company’s accounts receivable are primarily generated by meetings and convention attendees’ room nights and food and beverage. Receivables arising from these sales are not collateralized. Credit risk associated with the accounts receivable is minimized due to the large and diverse nature of the customer base. Credit Loss Reserves on Receivables The Company provides for credit loss reserves based upon a percentage of accounts receivable that considers historical write-offs, current economic conditions, and management’s expectations about future economic conditions, as well as periodic evaluations of the aging of accounts receivable. The Company provides credit loss reserves for the Gaylord National bonds by comparing the amortized cost basis to their present value. If the amortized cost basis exceeds the present value, an expected credit loss exists and the allowance for credit losses is measured as the difference between the bonds’ amortized cost basis and present value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections over the contractual life of the bonds, as well as observable market data to the extent available. The Company considers each of these estimates as Level 3 fair value measurements. Prepaid Expenses and Other Assets Prepaid expenses and other assets at December 31 consist of (amounts in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023
Prepaid expenses | ​ | $ | 26,872 | ​ | $ | 22,458
Supplemental deferred compensation plan assets | ​ |  | 37,440 | ​ |  | 33,073
Tax rebate receivables | ​ | ​ | 34,780 | ​ | ​ | 34,324
Inventories | ​ |  | 16,134 | ​ |  | 14,007
Right-of-use assets for operating leases | ​ | ​ | 22,079 | ​ | ​ | 18,134
Deferred financing costs on revolving credit facilities | ​ | ​ | 6,162 | ​ | ​ | 8,420
Other | ​ |  | 34,624 | ​ |  | 24,394
Total prepaid expenses and other assets | ​ | $ | 178,091 | ​ | $ | 154,810
​ Prepaid expenses consist of prepayments for property taxes, insurance and other contracts that will be expensed during the subsequent year. Inventories consist primarily of food and beverage inventory for resale and retail inventory sold in the Entertainment segment. Inventory is carried at the lower of cost or net realizable value. Cost is computed on an average cost basis. Other assets include capitalized software costs, non-trade receivables, and investments in joint ventures, among others. Gaylord Rockies is party to an incentive agreement with the local government that provides that Gaylord Rockies is entitled to receive monthly rebates of certain city and state taxes, including property, sales and lodging taxes. The term of the rebate agreement varies by type of tax but ranges from 25-33 years from commencement of the construction of Gaylord Rockies. Gaylord Rockies earned $52.2 million, $52.8 million and $38.4 million in rebates in 2024, 2023 and 2022, respectively, which are generally recorded as a reduction in other hotel expenses in the accompanying consolidated statements of operations. Intangible Assets In connection with the Company’s purchase price allocation of the Gaylord Rockies joint venture, the Company acquired certain definite-lived intangibles, which are shown on the accompanying consolidated balance sheets. Included in these intangibles are the original estimated fair value of advanced bookings of $125.5 million and the original estimated fair value related to the Gaylord Hotels trade name, which Marriott owns, of $115.3 million. The advanced bookings asset was amortized on a straight-line basis over a period of 3.5 years, which corresponded with the period in which the advanced bookings related, and the value in the trade name is being amortized on a straight-line basis over 30 years, which is the period of the Marriott management agreement. The gross carrying amount of intangible assets at December 31, 2024 and 2023 was $274.9 million and $279.8 million, respectively. Accumulated amortization of intangible assets at December 31, 2024 and 2023 was $158.5 million and $155.6 million, respectively. Amortization expense related to intangible assets during 2024, 2023 and 2022 was $7.8 million, $6.8 million and $22.7 million, respectively. The estimated amounts of amortization expense for the next five years are as follows (amounts in thousands): ​
​ | ​ | ​ | ​
2025 |  | $ | 7,694
2026 | ​ |  | 7,456
2027 | ​ |  | 5,458
2028 | ​ |  | 5,329
2029 | ​ |  | 5,329
​ | ​ | $ | 31,266
​ Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at December 31 consist of (amounts in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023
Trade accounts payable | ​ | $ | 58,366 | ​ | $ | 57,030
Property and other taxes payable | ​ |  | 91,941 | ​ |  | 90,558
Deferred revenues | ​ |  | 173,029 | ​ |  | 159,762
Accrued salaries and benefits | ​ |  | 45,780 | ​ |  | 57,502
Interest payable | ​ |  | 48,415 | ​ |  | 39,870
Other accrued liabilities | ​ |  | 49,040 | ​ |  | 59,998
Total accounts payable and accrued liabilities | ​ | $ | 466,571 | ​ | $ | 464,720
​ Deferred revenues consist primarily of deposits on advance bookings of hotel rooms and advance ticket sales at the Company’s entertainment properties, as well as uncollected attrition and cancellation fees. Other accrued liabilities include accruals for, among others, purchasing, meeting planner commissions and utilities. Income Taxes The Company establishes deferred tax assets and liabilities based on the difference between the financial statement and income tax carrying amounts of assets and liabilities using existing tax laws and tax rates. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return, if any. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. See Note 10, “Income Taxes,” for more detail on the Company’s income taxes. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company has considered all available positive and negative evidence in assessing the need for a valuation allowance. Deferred Management Rights Proceeds The Company has deferred and amortizes the proceeds received from Marriott that were allocated to the sale of the management rights, as discussed further in Note 5, “Deferred Management Rights Proceeds,” on a straight-line basis over the term of the hotel management agreements, including extensions, as a reduction in management fee expense in the accompanying consolidated statements of operations. Other Liabilities Other liabilities at December 31 consist of (amounts in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023
Pension and postretirement benefits liability | ​ | $ | 12,649 | ​ | $ | 17,404
Deferred compensation liability | ​ |  | 37,440 | ​ |  | 33,073
Derivative liabilities | ​ | ​ | 386 | ​ | ​ | 1,322
Other | ​ |  | 16,330 | ​ |  | 14,859
Total other liabilities | ​ | $ | 66,805 | ​ | $ | 66,658
​ Deferred Financing Costs Deferred financing costs (“DFCs”) consist of loan fees and other costs of financing that are amortized over the term of the related financing agreements, using the effective interest method, and are generally presented as a reduction of the related debt liability. DFCs on the Company’s revolving credit facility and the OEG revolving credit facility are included in prepaid expenses and other assets when the related revolving credit facility has no outstanding balance. During 2024, 2023 and 2022, DFCs of $10.7 million, $10.7 million and $9.8 million, respectively, were amortized to interest expense in the accompanying consolidated statements of operations. Noncontrolling Interests OEG The noncontrolling interest in consolidated joint venture for 2024 and 2023 represents the minority investor’s proportionate share of the assets and liabilities of OEG, adjusted for changes in the redemption value of the related put rights. The noncontrolling interest is classified in the mezzanine section of the consolidated balance sheets as the related redemption options do not meet the requirements for permanent equity classification because these redemption options may be redeemed by the holder as described above in “OEG Transaction.” The initial value of the noncontrolling interest in OEG, which included certain put rights, was estimated based on the purchase price received from the OEG Investor. In general, the carrying value will be based on the greater of the accumulated historical cost or the put right redemption value, and at December 31, 2024, approximates the fair value of the noncontrolling interest. An adjustment is also made for the OEG Investor’s proportionate share of income or loss in the accompanying consolidated statements of operations. OP Units Certain former owners of interests in the previous Gaylord Rockies joint venture received units of the Operating Partnership (“OP Units”) in exchange for their interests. Such OP Units have economic terms that are substantially similar to shares of the Company’s common stock and are redeemable at the option of the holders thereof. The noncontrolling interest in the Operating Partnership represents the limited partners’ proportionate share of the equity of the Operating Partnership. The noncontrolling interest is classified in the equity section of the consolidated balance sheets, separately from stockholders’ equity, as the related redemption options are redeemable for cash, or if the Company so elects, in unregistered shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments. An adjustment is made for the limited partners’ proportionate share of income or loss in the accompanying consolidated statements of operations. At December 31, 2024, 0.4 million outstanding OP Units, or 0.7% of the outstanding OP Units, were held by the noncontrolling limited partners and are included as a component of equity in the accompanying consolidated balance sheets. The Company owns, directly or indirectly, the remaining 99.3% of the outstanding OP Units. Revenue Recognition 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. Cash received from advanced ticket sales is deferred and recognized as revenue at the time of the event. 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. 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 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):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023 |  | 2022
Hotel group rooms | ​ | $ | 509,014 | ​ | $ | 462,674 | ​ | $ | 364,835
Hotel transient rooms |  | ​ | 235,573 |  |  | 238,464 |  |  | 230,709
Hotel food and beverage - banquets |  | ​ | 666,525 |  |  | 569,803 |  |  | 440,364
Hotel food and beverage - outlets |  | ​ | 274,302 |  |  | 261,993 |  |  | 226,645
Hotel other |  | ​ | 311,636 |  |  | 300,544 |  |  | 275,421
Entertainment admissions/ticketing |  | ​ | 126,897 | ​ | ​ | 124,647 |  |  | 107,377
Entertainment food and beverage |  | ​ | 125,862 | ​ | ​ | 107,335 |  |  | 89,931
Entertainment retail and other |  | ​ | 89,417 | ​ | ​ | 92,676 |  |  | 70,687
Total revenues |  | $ | 2,339,226 |  | $ | 2,158,136 |  | $ | 1,805,969
​ The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023 |  | 2022
Gaylord Opryland |  | $ | 495,552 | ​ | $ | 474,884 | ​ | $ | 424,188
Gaylord Palms |  | ​ | 302,371 | ​ |  | 309,616 | ​ |  | 279,578
Gaylord Texan |  | ​ | 351,151 | ​ |  | 358,399 | ​ |  | 307,318
Gaylord National |  | ​ | 311,330 | ​ |  | 307,139 | ​ |  | 249,849
Gaylord Rockies | ​ | ​ | 290,141 | ​ | ​ | 266,737 | ​ | ​ | 253,326
JW Marriott Hill Country | ​ | ​ | 220,524 | ​ | ​ | 92,813 | ​ | ​ | —
AC Hotel |  | ​ | 12,647 | ​ |  | 11,997 | ​ |  | 10,419
Inn at Opryland and other |  | ​ | 13,334 | ​ |  | 11,893 | ​ |  | 13,296
Total Hospitality segment revenues | ​ | $ | 1,997,050 | ​ | $ | 1,833,478 | ​ | $ | 1,537,974
​ The majority of the Company’s Entertainment segment revenues are concentrated in Nashville, Tennessee; Las Vegas, Nevada; and Austin, Texas. The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its OEG venues. At December 31, 2024 and 2023, the Company had $173.0 million and $159.8 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. Of the amount outstanding at December 31, 2023, approximately $117.5 million was recognized in revenues during 2024. Management Fees The Company pays Marriott a base management fee based on the gross revenues from the applicable property for each fiscal year or portion thereof. The applicable percentage for the Gaylord Hotels properties, excluding Gaylord Rockies, is approximately 2% of gross revenues, Gaylord Rockies is approximately 3% of revenues, and JW Marriott Hill Country is approximately 3.5% of gross revenues. Additionally, the Company pays Marriott an incentive management fee based on the profitability of the properties. The Company incurred $48.0 million, $42.8 million and $35.1 million in base management fees to Marriott during 2024, 2023 and 2022, respectively. The Company incurred $30.0 million, $28.5 million and $13.5 million in incentive fees to Marriott during 2024, 2023 and 2022, respectively. Management fees are presented in the consolidated statements of operations net of the amortization of the deferred management rights proceeds discussed further in Note 5, “Deferred Management Rights Proceeds.” Advertising Costs Advertising costs are expensed as incurred and were $71.4 million, $65.0 million, and $55.1 million for 2024, 2023 and 2022, respectively. Stock-Based Compensation The Company has stock-based employee compensation plans, which are described more fully in Note 7, “Stock Plans.” The Company accounts for its stock-based compensation plan under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation.” Preopening Costs The Company expenses the costs associated with start-up activities and organization costs associated with its development or reopening of hotels and significant attractions as incurred. The Company’s preopening costs during 2024 include costs associated with Category 10, which opened in November 2024 and Ole Red Las Vegas, which opened in January 2024. The Company’s preopening costs during 2023 include costs associated with Ole Red Las Vegas. The Company’s preopening costs during 2022 include costs associated with Ole Red Nashville International Airport, which opened in May 2022. Derivative Financial Instruments The Company has entered into and may in the future enter into additional interest rate swap agreements to hedge against interest rate fluctuations. 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 resulting from recording each instrument at estimated fair value 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 $0.4 million will be reclassified from accumulated other comprehensive loss to interest expense in the next twelve months. Impairment of Long-Lived and Other Assets In accounting for the Company’s long-lived and other assets (including its property and equipment and intangible assets), the Company assesses its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Recoverability of property and equipment and definite-lived intangible assets that will continue to be used is measured by comparing the carrying amount of the asset or asset group to the related total future undiscounted net cash flows. If an asset or asset group’s carrying value is not recoverable through those cash flows, the asset group is considered to be impaired. The impairment is measured by the excess of the assets’ carrying amount over their fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available. The Company recorded no impairment losses during 2024, 2023 or 2022. ​ Income Per Share Income per share is measured as basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding after considering the effect of conversion of dilutive instruments, calculated using the treasury stock method or if-converted method, as applicable. Net income per share amounts are calculated as follows for the years ended December 31 (income and share amounts in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | 2024 |  | ​ | 2023 |  | ​ | 2022
Numerator: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income available to common stockholders | ​ | $ | 271,638 | ​ | $ | 311,217 | ​ | $ | 128,993
Net income attributable to noncontrolling interest in consolidated joint venture | ​ |  | 6,760 | ​ |  | — | ​ |  | —
Net income available to common stockholders - if-converted method | ​ | $ | 278,398 | ​ | $ | 311,217 | ​ | $ | 128,993
​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Denominator: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average shares outstanding - basic | ​ | ​ | 59,859 | ​ | ​ | 57,750 | ​ | ​ | 55,140
Effect of dilutive stock-based compensation | ​ | ​ | 281 | ​ | ​ | 311 | ​ | ​ | 237
Effect of dilutive put rights | ​ | ​ | 3,492 |  | ​ | — |  | ​ | —
Weighted average shares outstanding - diluted | ​ | ​ | 63,632 |  | ​ | 58,061 |  | ​ | 55,377
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic income per share available to common stockholders | ​ | $ | 4.54 | ​ | $ | 5.39 | ​ | $ | 2.34
Diluted income per share available to common stockholders | ​ | $ | 4.38 | ​ | $ | 5.36 | ​ | $ | 2.33
​ As more fully discussed above in “OEG Transaction,” although currently not exercisable, the OEG Investor has certain put rights (the “OEG Put Rights”) to require the Company to purchase the OEG Investor’s equity interest in OEG, which the Company may pay in cash or Company stock, at the Company’s option. The Company calculated potential dilution for the OEG Put Rights based on the if-converted method, which assumes the OEG Put Rights were converted on the first day of the period or the date of issuance and the OEG Investor’s noncontrolling equity interest was redeemed in exchange for shares of the Company’s common stock. For 2023 and 2022, the effect of the OEG Put Rights was the equivalent of 4.2 million and 1.9 million shares, respectively, of Company common stock outstanding. Because the OEG Put Rights were anti-dilutive for 2023 and 2022, such incremental shares were excluded from the computation of dilutive earnings per share. ​ The OP Units held by the noncontrolling interest holders in the Operating Partnership have been excluded from the denominator of the diluted income per share calculation as there would be no effect on the calculation of diluted earnings per share because the income or loss attributable to the OP Units held by the noncontrolling interest holders would also be added or subtracted to derive net income available to common stockholders. ​ Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. Newly Issued Accounting Standards In November 2023, the FASB issued ASU No. 2023-07, “Improvements to Reportable Segment Disclosures,” requiring public entities to provide disclosures of significant segment expenses and other segment items, as well as to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The Company retrospectively adopted this guidance for fiscal year 2024 and will retrospectively adopt this guidance for interim periods beginning in fiscal year 2025. This adoption did not have a material impact on the Company’s financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures,” requiring public entities to provide additional information in the rate reconciliation, to disclose annually income taxes paid disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is applied prospectively, but with the option to apply retrospectively, and will be effective for the Company for fiscal year 2025. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements. In November 2024, the FASB issued ASU No. 2024-03, “Expense Disaggregation Disclosures,” requiring public companies to disclose, on an annual and interim basis, disaggregated information about certain income statement line items, including employee compensation, purchases of inventory, depreciation, intangible asset amortization and depletion for each income statement line item that includes those expenses. The guidance is applied prospectively, but with the option to apply retrospectively, and will be effective for the Company for fiscal year 2027. The Company is currently evaluating the impact of this ASU but does not anticipate this adoption to have a material impact on the Company’s financial statements.

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