8-K

Ryman Hospitality Properties, Inc. (RHP)

8-K 2023-02-24 For: 2023-02-23
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2023 (February 23, 2023)

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact name of registrant as specifiedin its charter)


Delaware 1-13079 73-0664379
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification No.)
OneGaylord Drive****Nashville , Tennessee 37214
--- ---
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number,

including area code: (615) 316-6000

(Former name or former address, if changedsince last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--- ---
Securities registered pursuant to Section 12(b) of the Act:
---
Title of Each Class Trading Symbol(s) Name of Each Exchange on <br><br>Which Registered
--- --- ---
Common Stock, par value $.01 RHP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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.  ¨

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 23, 2023, Ryman Hospitality Properties, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and the year ended December 31, 2022 and providing updated guidance for certain financial measures for 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The Company will hold a conference call to discuss its financial results for the quarter and the year ended December 31, 2022 at 10:00 a.m. Eastern Time on Friday, February 24, 2023.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
--- ---
99.1 Press Release of Ryman Hospitality Properties, Inc. dated<br>February 23, 2023.
--- ---
104 Cover Page Interactive Data File (embedded within the Inline<br>XBRL document).
--- ---

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 hereunto duly authorized.

RYMAN HOSPITALITY PROPERTIES, INC.
Date: February 24, 2023 By: /s/ Scott J. Lynn
Name: Scott J. Lynn
Title: Executive Vice President, General Counsel and Secretary

Exhibit 99.1



Ryman Hospitality Properties, Inc. ReportsFourth Quarter and Full Year 2022 Results

NASHVILLE, Tenn. (February 23, 2023) – Ryman Hospitality Properties, Inc. (NYSE: RHP), a leading lodging and hospitality real estate investment trust (“REIT”) that specializes in upscale convention center resorts and leading entertainment experiences, today reported financial results for the three months and year ended December 31, 2022.

Fourth Quarter 2022 Highlights and Recent Developments:

· The Company generated net income of $61.4 million and net income available to common shareholders of$58.1 million or $1.03 per diluted share, which represents an increase of 28.4% compared to net income available to common shareholdersfor Q3 2022, achieving three consecutive quarters of profitability.
· Despite 3.0 fewer points of occupancy compared to Q4 2019, the Company’s Hospitality segmentachieved revenue of $484.5 million, a record for any quarter, driven by continued strength in leisure room rate, which was aided by thereturn of holiday ICE! programming.
--- ---
· The Hospitality segment reported a record for any fourth quarter in operating income of $105.8 millionand Adjusted EBITDAre of $150.7 million.
--- ---
· Achieved an all-time record in total RevPAR of almost $506, an increase of 49.9% compared to Q4 2021.
--- ---
· During the fourth quarter, the Company booked over 1 million Gross Definite Room Nights for all futureyears, at an ADR of nearly $254, an increase of 11.0% over Q4 2021 ADR for future bookings.
--- ---
· The Company declared its first quarter 2023 dividend of $0.75 per share; intends to pay aggregate minimumdividends for 2023 of $3.00 per share subject to the Board’s future determinations.
--- ---

FullYear 2022 Highlights**:**

· Reported consolidated revenue of $1.8 billion, an all-time record for the Company.
· The Company reported a full year record in operating income of $327.2 million and reported operatingincome margin of 18.1% in 2022.
--- ---
· Net income available to common shareholders was $129.0 million in 2022, as compared to a net loss availableto common shareholders of $177.0 million in 2021.
--- ---
· The Company reported healthy net income of $134.9 million in 2022, and a record Adjusted EBITDAre of$555.9 million.
--- ---
· Gross Definite Room Nights Booked in full year 2022 of nearly 2.7 million room nights for all futureyears, represents a 6.8% increase over 2021.
--- ---

Colin Reed, Executive Chairman of Ryman Hospitality Properties, said, “In the early days of the pandemic we signaled that we would act as we have in the past when faced with unexpected challenges – by investing in our people and our business. Since the beginning of 2020, we have strategically invested over half a billion dollars to expand the Gaylord Palms, renovate the rooms and upgrade the food & beverage outlets at the Gaylord National, fully acquire Gaylord Rockies, broaden our reach on the entertainment side of our business and upgrade the guest experience across our portfolio. The strength of our fourth quarter and full year 2022 results supports our investment thesis and underscores the power of these unique assets to attract and retain loyal customers.”

Mark Fioravanti, President and Chief Executive Officer of the Company, added, “Our strong full year results were achieved despite the omicron variant’s impact on our financial results in the first quarter of 2022. The robust return of our core convention customers and the continued strength in our leisure business during the remaining three quarters drove healthy net income and generated record revenue, operating income and Adjusted EBITDAre for the year. Our Gaylord Hotels delivered a tremendous holiday season, aided by the return of ICE! programming for the first time since 2019. We continue to believe that our hotels offer a one-of-a-kind holiday experience through our exclusive programming and amenities, setting us apart from our competition and ensuring a more memorable and enjoyable stay for our leisure guests, which contributed to all-time total revenue, operating income, and Adjusted EBITDAre records in the fourth quarter for the brand.”

Fourth Quarter and Full Year 2022 Results (ascompared to Fourth Quarter and Full Year 2021):

($ in thousands, except per share amounts)

Three Months Ended Twelve Months Ended
December 31, December 31,
2022 2021 % ∆ 2022 2021 % ∆
Total Revenue $ 568,875 $ 377,431 50.7 % $ 1,805,969 $ 939,373 92.3 %
Operating income (loss) $ 116,303 $ 26,134 345.0 % $ 327,150 $ (58,675 ) 657.6 %
Operating income (loss) margin 20.4 % 6.9 % 13.5 pt 18.1 % -6.2 % 24.3 pt
Net income (loss) $ 61,370 $ (6,024 ) 1118.8 % $ 134,948 $ (194,801 ) 169.3 %
Net income (loss) margin 10.8 % -1.6 % 12.4 pt 7.5 % -20.7 % 28.2 pt
Net income (loss) available to common shareholders $ 58,089 $ (5,980 ) 1071.4 % $ 128,993 $ (176,966 ) 172.9 %
Net income (loss) available to common shareholders margin 10.2 % -1.6 % 11.8 pt 7.1 % -18.8 % 25.9 pt
Net income (loss) available to common shareholders per diluted share $ 1.03 $ (0.11 ) 1036.4 % $ 2.33 $ (3.21 ) 172.6 %
Adjusted EBITDAre $ 168,110 $ 85,641 96.3 % $ 555,854 $ 177,339 213.4 %
Adjusted EBITDAre margin 29.6 % 22.7 % 6.9 pt 30.8 % 18.9 % 11.9 pt
Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture $ 160,277 $ 85,641 87.1 % $ 540,545 $ 178,356 203.1 %
Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture margin 28.2 % 22.7 % 5.5 pt 29.9 % 19.0 % 10.9 pt
Funds From Operations (FFO) available to common shareholders and unit holders $ 104,864 $ 50,238 108.7 % $ 335,156 $ 30,915 984.1 %
FFO available to common shareholders and unit holders per diluted share/unit $ 1.80 $ 0.91 97.8 % $ 6.01 $ 0.56 973.2 %
Adjusted FFO available to common shareholders and unit holders $ 113,039 $ 52,069 117.1 % $ 363,501 $ 52,030 598.6 %
Adjusted FFO available to common shareholders and unit holders per diluted share/unit $ 1.94 $ 0.94 106.4 % $ 6.52 $ 0.94 593.6 %

Note: For the Company’s definitions of Adjusted EBITDAre, Adjusted EBITDAre margin, Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture, Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture margin, FFO available to common shareholders and unit holders, and Adjusted FFO available to common shareholders and unit holders, as well as a reconciliation of the non-GAAP financial measure Adjusted EBITDAre to Net Income/(Loss) and a reconciliation of the non-GAAP financial measure Adjusted FFO available to common shareholders and unit holders to Net Income/(Loss), see “Non-GAAP Financial Measures,” “EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture Definition,” “Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture Margin Definition” “FFO, Adjusted FFO, and Adjusted FFO available to common shareholders and unit holders Definition” and “Supplemental Financial Results” below.

| 2 |

| --- |

Hospitality Segment

($ in thousands, except ADR, RevPAR, and Total RevPAR)

Three Months Ended Twelve Months Ended
December 31, December 31,
2022 2021 % ∆ 2022 2021 % ∆
Hospitality Revenue ^(1)^ $ 484,459 $ 323,240 49.9 % $ 1,537,974 $ 786,583 95.5 %
Hospitality operating income (loss) ^(1)^ $ 105,782 $ 27,833 280.1 % $ 310,924 $ (38,427 ) 909.1 %
Hospitality operating income (loss) margin ^(1)^ 21.8 % 8.6 % 13.2 pt 20.2 % -4.9 % 25.1 pt
Hospitality Adjusted EBITDAre ^(1)^ $ 150,720 $ 82,343 83.0 % $ 512,745 $ 175,648 191.9 %
Hospitality Adjusted EBITDAre margin ^(1)^ 31.1 % 25.5 % 5.6 pt 33.3 % 22.3 % 11.0 pt
Hospitality Performance Metrics ^(1) (2)^
Occupancy 72.8 % 53.0 % 19.8 pt 66.2 % 39.5 % 26.7 pt
Average Daily Rate (ADR) $ 254.57 $ 246.96 3.1 % $ 236.86 $ 221.33 7.0 %
RevPAR $ 185.31 $ 131.00 41.5 % $ 156.71 $ 87.53 79.0 %
Total RevPAR $ 505.75 $ 337.44 49.9 % $ 404.69 $ 209.34 93.3 %
Gross Definite Rooms Nights Booked 1,037,603 993,543 4.4 % 2,675,174 2,504,975 6.8 %
Net Definite Rooms Nights Booked 810,760 728,720 11.3 % 1,805,598 1,201,268 50.3 %
Group Attrition (as % of contracted block) 15.5 % 23.2 % -7.7 pt 20.6 % 26.9 % -6.3 pt
Cancellations ITYFTY ^(3)^ 2,533 28,071 -91.0 % 205,662 571,663 -64.0 %
(1) Gaylord<br>National closed on March 25, 2020 and remained closed until July 1, 2021.
--- ---
(2) Calculation<br>of hospitality performance metrics includes closed hotel room nights available; includes the addition of 302 additional guest rooms due<br>to Gaylord Palms expansion beginning June 1, 2021. ADR is for occupied rooms.
--- ---
(3) "ITYFTY"<br>represents In The Year For The Year.
--- ---

Note: For the Company’s definitions of Revenue Per Available Room (RevPAR) and Total Revenue Per Available Room (Total RevPAR), see “Calculation of RevPAR, Total RevPAR, and Occupancy” below. Property-level results and operating metrics for fourth quarter 2022 are presented in greater detail below and under “Supplemental Financial Results—Hospitality Segment Adjusted EBITDAre Reconciliations and Operating Metrics,” which includes a reconciliation of the non-GAAP financial measures Hospitality Adjusted EBITDAre to Hospitality Operating Income/(Loss), and property-level Adjusted EBITDAre to property-level Operating Income/(Loss) for each of the hotel properties.

Hospitality Segment Highlights

· Hotel occupancy reached 72.8% in Q4 2022, compared to 53.0% in Q4 2021 and 75.8% in Q4 2019 as occupancynears pre-pandemic levels.
· Four Gaylord Hotels generated strong operating income and set fourth quarter revenue and Adjusted EBITDArerecords, which was aided by leisure travel and the strength of our ICE! programming, which had a record attendance of over 1 million ticketedcustomers.
--- ---
· Strength in leisure demand supported an all-time record leisure ADR of $317 in Q4 2022, helping strongtotal ADR performance across our hotels of almost $255 in Q4 2022, an increase of 3.1% compared to Q4 2021 and 23.3% compared to Q4 2019.
--- ---
· Gaylord Opryland led the portfolio in occupancy with 80.7% occupancy for the quarter, on notable leisuretransient demand over the holidays.
--- ---
· Gaylord Palms and Gaylord Rockies reported occupancy for the quarter of 77.9% and 69.9%, respectively,both above Q4 2019 levels.
--- ---
· Despite occupancy of 60.5%, Gaylord National delivered operating income margin of 11.8%, with AdjustedEBITDAre margin in line with Q4 2019, as the reconcepting of food and beverage continues to drive operating efficiencies.
--- ---
| 3 |

| --- |

Gaylord Opryland

($ in thousands, except ADR, RevPAR, and Total RevPAR)

Three Months Ended Twelve Months Ended
December 31, December 31,
2022 2021 % ∆ 2022 2021 % ∆
Revenue $ 138,353 $ 96,323 43.6 % $ 424,188 $ 238,567 77.8 %
Operating income $ 41,981 $ 23,764 76.7 % $ 118,895 $ 34,729 242.4 %
Operating income margin 30.3 % 24.7 % 5.6 pt 28.0 % 14.6 % 13.4 pt
Adjusted EBITDAre $ 50,554 $ 32,237 56.8 % $ 153,250 $ 68,531 123.6 %
Adjusted EBITDAre margin 36.5 % 33.5 % 3.0 pt 36.1 % 28.7 % 7.4 pt
Occupancy 80.7 % 61.4 % 19.3 pt 69.5 % 44.2 % 25.3 pt
Average daily rate (ADR) $ 258.08 $ 254.37 1.5 % $ 242.71 $ 234.15 3.7 %
RevPAR $ 208.39 $ 156.17 33.4 % $ 168.73 $ 103.47 63.1 %
Total RevPAR $ 520.72 $ 362.53 43.6 % $ 402.41 $ 226.32 77.8 %

Gaylord Palms

($ in thousands, except ADR, RevPAR, and Total RevPAR)

Three Months Ended Twelve Months Ended
December 31, December 31,
2022 2021 % ∆ 2022 2021 % ∆
Revenue $ 90,925 $ 56,835 60.0 % $ 279,578 $ 139,130 100.9 %
Operating income $ 20,514 $ 8,053 154.7 % $ 64,201 $ 3,539 1714.1 %
Operating income margin 22.6 % 14.2 % 8.4 pt 23.0 % 2.5 % 20.5 pt
Adjusted EBITDAre $ 27,204 $ 14,989 81.5 % $ 90,735 $ 29,789 204.6 %
Adjusted EBITDAre margin 29.9 % 26.4 % 3.5 pt 32.5 % 21.4 % 11.1 pt
Occupancy ^(1)^ 77.9 % 54.0 % 23.9 pt 68.4 % 44.6 % 23.8 pt
Average daily rate (ADR) $ 265.66 $ 266.16 -0.2 % $ 241.85 $ 220.90 9.5 %
RevPAR ^(1)^ $ 206.94 $ 143.60 44.1 % $ 165.40 $ 98.46 68.0 %
Total RevPAR ^(1)^ $ 575.27 $ 359.57 60.0 % $ 445.85 $ 238.19 87.2 %

(1) Calculation of hospitality performance metrics includes 302 expansion rooms beginning June 1, 2021.

| 4 |

| --- |

Gaylord Texan

($ in thousands, except ADR, RevPAR, and Total RevPAR)

Three Months Ended Twelve Months Ended
December 31, December 31,
2022 2021 % ∆ 2022 2021 % ∆
Revenue $ 102,283 $ 71,563 42.9 % $ 307,318 $ 180,031 70.7 %
Operating income $ 30,631 $ 17,811 72.0 % $ 88,154 $ 28,948 204.5 %
Operating income margin 29.9 % 24.9 % 5.0 pt 28.7 % 16.1 % 12.6 pt
Adjusted EBITDAre $ 36,287 $ 23,954 51.5 % $ 111,954 $ 53,660 108.6 %
Adjusted EBITDAre margin 35.5 % 33.5 % 2.0 pt 36.4 % 29.8 % 6.6 pt
Occupancy 72.9 % 62.6 % 10.3 pt 69.0 % 49.1 % 19.9 pt
Average daily rate (ADR) $ 270.93 $ 250.13 8.3 % $ 238.77 $ 221.00 8.0 %
RevPAR $ 197.44 $ 156.51 26.2 % $ 164.65 $ 108.52 51.7 %
Total RevPAR $ 612.88 $ 428.81 42.9 % $ 464.15 $ 271.91 70.7 %

Gaylord National

($ in thousands, except ADR, RevPAR, and Total RevPAR)

Three Months Ended Twelve Months Ended
December 31, December 31,
2022 2021 % ∆ 2022 2021 % ∆
Revenue $ 76,114 $ 39,843 91.0 % $ 249,849 $ 79,419 214.6 %
Operating income (loss) $ 9,016 $ (9,340 ) 196.5 % $ 19,609 $ (47,448 ) 141.3 %
Operating income (loss) margin 11.8 % -23.4 % 35.2 pt 7.8 % -59.7 % 67.5 pt
Adjusted EBITDAre $ 18,625 $ 265 6928.3 % $ 61,402 $ (11,484 ) 634.7 %
Adjusted EBITDAre margin 24.5 % 0.7 % 23.8 pt 24.6 % -14.5 % 39.1 pt
Occupancy ^(1) (2)^ 60.5 % 31.6 % 28.9 pt 56.5 % 19.1 % 37.4 pt
Average daily rate (ADR) $ 254.09 $ 258.49 -1.7 % $ 238.13 $ 230.12 3.5 %
RevPAR ^(1) (2)^ $ 153.60 $ 81.76 87.9 % $ 134.45 $ 43.93 206.1 %
Total RevPAR ^(1) (2)^ $ 414.49 $ 216.98 91.0 % $ 342.94 $ 109.01 214.6 %

(1) Calculation of hospitality performance metrics includes closed hotel room nights available.

(2) Gaylord National closed on March 25, 2020 and remained closed until July 1, 2021.

| 5 |

| --- |

Gaylord Rockies

($ in thousands, except ADR, RevPAR, and Total RevPAR)

Three Months Ended Twelve Months Ended
December 31, December 31,
2022 2021 % ∆ 2022 2021 % ∆
Revenue $ 70,438 $ 54,425 29.4 % $ 253,326 $ 135,942 86.3 %
Operating income (loss) $ 2,780 $ (12,334 ) 122.5 % $ 17,178 $ (56,034 ) 130.7 %
Operating income (loss) margin 3.9 % -22.7 % 26.6 pt 6.8 % -41.2 % 48.0 pt
Adjusted EBITDAre $ 16,556 $ 10,375 59.6 % $ 89,955 $ 34,728 159.0 %
Adjusted EBITDAre margin 23.5 % 19.1 % 4.4 pt 35.5 % 25.5 % 10.0 pt
Occupancy 69.9 % 54.0 % 15.9 pt 68.3 % 39.9 % 28.4 pt
Average daily rate (ADR) $ 239.57 $ 224.13 6.9 % $ 234.19 $ 215.17 8.8 %
RevPAR $ 167.35 $ 121.06 38.2 % $ 159.87 $ 85.90 86.1 %
Total RevPAR $ 510.08 $ 394.12 29.4 % $ 462.39 $ 248.13 86.3 %

Entertainment Segment

For the three and twelve months ended December 31, 2022, and 2021, the Company reported the following:

($ in thousands)

Three Months Ended Twelve Months Ended
December 31, December 31,
2022 2021 % ∆ 2022 2021 % ∆
Revenue $ 84,416 $ 54,191 55.8 % $ 267,995 $ 152,790 75.4 %
Operating income $ 22,286 $ 10,305 116.3 % $ 60,498 $ 20,376 196.9 %
Operating income margin 26.4 % 19.0 % 7.4 pt 22.6 % 13.3 % 9.3 pt
Adjusted EBITDAre $ 26,136 $ 11,946 118.8 % $ 74,173 $ 28,854 157.1 %
Adjusted EBITDAre margin 31.0 % 22.0 % 9.0 pt 27.7 % 18.9 % 8.8 pt

Fioravanti continued, “Our Entertainment segment continued to deliver strong results in 2022, including record-setting full year revenue, operating income and Adjusted EBITDAre. We remain excited about the integration of Block 21 into our entertainment portfolio, which we look to position as a destination for music lovers across the globe as part of Austin’s rich music environment. We have also broken ground on our latest Ole Red location in the heart of the Las Vegas Strip, which will be the largest Ole Red asset to date. We look forward to collaborating with our partners, Atairos and NBCUniversal, on the next phase of growth for our portfolio of unique entertainment assets.”

| 6 |

| --- |

Corporate and Other Segment

For the three and twelve months ended December 31, 2022, and 2021, the Company reported the following:

($ in thousands)

Three Months Ended Twelve Months Ended
December 31, December 31,
2022 2021 % ∆ 2022 2021 % ∆
Operating loss $ (11,765 ) $ (12,004 ) 2.0 % $ (44,272 ) $ (40,624 ) -9.0 %
Adjusted EBITDAre $ (8,746 ) $ (8,648 ) -1.1 % $ (31,064 ) $ (27,163 ) -14.4 %

The primary factor in the increase in operating loss and decrease in Adjusted EBITDAre for the Corporate and Other segment for the full year as compared to the prior year was an increase in 2022 in administrative and employment costs associated with the hiring of additional employees and increased wages to support the Company’s growth.

Fioravanti concluded, “We entered 2023 in great shape despite continued macroeconomic uncertainty. We remain excited about the strength of our businesses and our unique portfolio of assets and believe we are well positioned to advance the strategic priorities we have set for the Hospitality and Entertainment segments. I am honored to be named as CEO of this truly one-of-a-kind business, and I look forward to working with Colin in his role as Executive Chairman, our capable and seasoned management team, and our dedicated employees to deliver value to our stakeholders.”

| 7 |

| --- |

2023 Guidance

The following business performance outlook for 2023 is based on current information as of February 23, 2023. The Company does not expect to update the guidance provided below before next quarter’s earnings release. However, the Company may update its full business outlook or any portion thereof at any time for any reason.

($ in millions, except per share figures)

Current Guidance Full Year
Full Year 2023 2023 Guidance
Low High Midpoint
Consolidated Hospitality RevPAR growth 9.0 % 12.0 % 10.5 %
Consolidated Hospitality Total RevPAR growth 6.5 % 9.5 % 8.0 %
Net Income $ 199.8 $ 216.0 $ 207.9
Operating Income
Hospitality $ 371.5 $ 391.5 $ 381.5
Entertainment 69.0 73.5 71.3
Corporate and Other (44.0 ) (43.0 ) (43.5 )
Consolidated Operating Income 396.5 422.0 409.3
Adjusted EBITDAre
Hospitality $ 550.0 $ 580.0 $ 565.0
Entertainment 87.0 97.0 92.0
Corporate and Other (32.0 ) (29.0 ) (30.5 )
Consolidated Adjusted EBITDAre 605.0 648.0 626.5
Net Income available to common shareholders $ 200.0 $ 212.5 $ 206.3
Funds from Operations (FFO) available to common shareholders $ 381.3 $ 406.0 $ 393.6
Adjusted FFO available to common shareholders $ 392.5 $ 424.0 $ 408.3
Net Income available to common shareholders per diluted share $ 3.35 $ 3.56 $ 3.45
Estimated Diluted Shares Outstanding 59.7 59.7 59.7

Note: For reconciliations of Consolidated Adjusted EBITDAre guidance to Net Income and reconciliation of FFO available to common shareholders, and Adjusted FFO available to common shareholders guidance to Net Income available to common shareholders and reconciliations of segment Adjusted EBITDAre guidance to segment Operating Income, see “Reconciliations of Forward-Looking Statements,” below.

Dividend Update

On December 9, 2022, the Company announced that it declared a quarterly cash dividend of $0.25 per common share, which was paid on January 17, 2023, to stockholders of record as of December 30, 2022. Including the fourth quarter cash dividend payment, the Company paid a total of $0.35 per share of dividends to its common shareholders for the full year 2022.

Today, the Company declared its first quarter 2023 cash dividend of $0.75 per share of common stock, payable on April 17, 2023, to stockholders of record on March 31, 2023. The Company’s interim dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually. It is the Company’s current plan to distribute aggregate minimum dividends for 2023 of $3.00 per share in cash, with quarterly dividends anticipated to be paid in April, July, and October of 2023 and in January of 2024. Future dividends are subject to the Board’s future determinations as to amount and timing.

| 8 |

| --- |

Balance Sheet/Liquidity Update

As of December 31, 2022, the Company had total debt outstanding of $2,862.6 million, net of unamortized deferred financing costs, and unrestricted cash of $334.2 million. As of December 31, 2022, there were no amounts drawn under the revolving credit lines of the Company’s credit facility or the OEG credit facility, and the lending banks had issued $10.4 million in letters of credit, which left $754.6 million of availability for borrowing under the facilities.

On May 27, 2021, the Company entered into an at-the-market (ATM) equity distribution agreement that allows the Company to issue and sell up to 4 million shares of stock through sales agents. No shares were issued under the ATM agreement during the three and twelve months ended December 31, 2022.

Earnings Call Information

Ryman Hospitality Properties will hold a conference call to discuss this release tomorrow, February 24, 2023, at 10 a.m. EST. Investors can listen to the conference call over the Internet at www.rymanhp.com. To listen to the live call, please go to the Investor Relations section of the website (Investor Relations Home/Events and Webcasts) at least 15 minutes prior to the call to register and download any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call and will be available for at least 30 days.

About Ryman Hospitality Properties, Inc.

Ryman Hospitality Properties, Inc. (NYSE: RHP) is a leading lodging and hospitality real estate investment trust that specializes in upscale convention center resorts and leading entertainment experiences. RHP’s core holdings, Gaylord Opryland Resort & Convention Center; Gaylord Palms Resort & Convention Center; Gaylord Texan Resort & Convention Center; Gaylord National Resort & Convention Center; and Gaylord Rockies Resort & Convention Center, are five of the top ten largest non-gaming convention center hotels in the United States based on total indoor meeting space. Our Hospitality segment is comprised of these convention center resorts operating under the Gaylord Hotels brand, along with two adjacent ancillary hotels, which are managed by Marriott International and represent a combined total of 10,412 rooms and more than 2.8 million square feet of total indoor and outdoor meeting space in top convention and leisure destinations across the country. RHP also owns a 70% controlling ownership interest in Opry Entertainment Group (OEG), which is composed of entities owning a growing collection of iconic and emerging country music brands, including the Grand Ole Opry, Ryman Auditorium, WSM 650 AM, Ole Red and Circle, a country lifestyle media network RHP owns in a joint venture with Gray Television, Nashville-area attractions, and Block 21, a mixed-use entertainment, lodging, office and retail complex, including the W Austin Hotel and the ACL Live at Moody Theater, located in downtown Austin, Texas. RHP operates OEG as its Entertainment segment, in a taxable REIT subsidiary, and its results are consolidated in the Company’s financial results. Visit RymanHP.com for more information.

| 9 |

| --- |

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding the future performance of the Company’s business, anticipated business levels and anticipated financial results for the Company during future periods, the Company’s expected cash dividend, and other business or operational issues. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with the effects of COVID-19 on us and the hospitality and entertainment industries generally, the geographic concentration of the Company’s hotel properties, business levels at the Company’s hotels, the effects of inflation on the Company’s business and on its customers, including group business at its hotels, the Company’s ability to remain qualified as a REIT for federal income tax purposes, the Company’s ability to execute its strategic goals as a REIT, the Company’s ability to generate cash flows to support dividends, our Board of Directors’ ability to modify our dividend policy, including the frequency and amount of any dividend we may pay, and the Company’s ability to borrow funds pursuant to its credit agreements. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission (SEC) and include the risk factors and other risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and its Quarterly Reports on Form 10-Q and subsequent filings. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

Additional Information

This release should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent annual report on Form 10-K. Copies of our reports are available on our website at no expense at www.rymanhp.com and through the SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

Calculation of RevPAR, Total RevPAR, andOccupancy

We calculate revenue per available room (“RevPAR”) for our hotels by dividing room revenue by room nights available to guests for the period. Room nights available to guests include nights the hotels are closed. We calculate total revenue per available room (“Total RevPAR”) for our hotels by dividing the sum of room revenue, food & beverage, and other ancillary services revenue by room nights available to guests for the period. Rooms out of service for renovation are included in room nights available. For the three and twelve months ended December 31, 2022, and 2021, the calculation of RevPAR and Total RevPAR in our tabular presentations has not been changed as a result of the COVID-19 pandemic and the resulting hotel closures and is consistent with prior periods. The closure of Gaylord National, which reopened July 1, 2021, resulted in significantly lower performance for periods of closure. Occupancy figures reflect an additional 302 rooms available at Gaylord Palms beginning in June 2021. Hospitality metrics do not include the results of the W Austin, which is included in the Entertainment segment.

| 10 |

| --- |

Calculation of GAAP Margin Figures

We calculate Net Income/(Loss) available to common shareholders margin by dividing GAAP consolidated Net Income available to common shareholders by GAAP consolidated Total Revenue. We calculate consolidated, segment or property-level Operating Income Margin by dividing consolidated, segment or property-level GAAP Operating Income/(Loss) by consolidated, segment or property-level GAAP Revenue.

Non-GAAP Financial Measures

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

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

We calculate EBITDAre,which is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) in its September 2017 white paper as Net Income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property 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;
--- ---
· credit losses on held-to-maturity securities;
--- ---
· any transaction costs of acquisitions;
--- ---
· interest income on bonds;
--- ---
· loss on extinguishment of debt;
--- ---
· pension settlement charges;
--- ---
· pro rata Adjusted EBITDAre from unconsolidated joint<br>venture; and
--- ---
· any other adjustments we have identified herein.
--- ---
| 11 |

| --- |

We then exclude noncontrolling interests in consolidated joint venture 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 and segment or property-level EBITDAre and Adjusted EBITDAre to evaluate our operating performance. We believe that the presentation of these non-GAAP metrics provides useful information to investors regarding our operating performance and debt leverage metrics, and that the presentation of these non-GAAP metrics, when combined with the primary GAAP presentation of Net Income or Operating Income, as applicable, 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.

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

We calculate consolidated Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture Margin by dividing consolidated Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture by GAAP consolidated Total Revenue. We calculate consolidated, segment or property-level Adjusted EBITDAre Margin by dividing consolidated, segment-, or property-level Adjusted EBITDAre by consolidated, segment-, or property-level GAAP Revenue. We believe Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture Margin is useful to investors in evaluating our operating performance because this non-GAAP financial measure helps investors evaluate and compare the results of our operations from period to period by presenting a ratio showing the quantitative relationship between Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture and GAAP consolidated Total Revenue or segment or property-level GAAP Revenue, as applicable.

FFO, Adjusted FFO, and Adjusted FFO availableto common shareholders and unit holders Definition

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

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;
--- ---
| 12 |

| --- | | · | write-offs of deferred financing costs; | | --- | --- | | · | amortization of debt discounts or premiums and amortization of deferred financing costs; | | --- | --- | | · | (gains) losses 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 venture; | | --- | --- | | · | (gains) losses on other assets; | | --- | --- | | · | transaction costs on acquisitions; | | --- | --- | | · | deferred income tax expense (benefit); and | | --- | --- | | · | any other adjustments we have identified herein. | | --- | --- |

To calculate Adjusted FFO available to common shareholders and unit holders (excluding maintenance capex), we then exclude FF&E reserve for managed properties and maintenance capital expenditures for non-managed properties. FFO available to common shareholders and unit holders and Adjusted FFO available to common shareholders and unit holders and Adjusted FFO available to common shareholders and unit holders (excluding maintenance capex) exclude the ownership portion joint ventures not controlled or owned by the Company.

We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding the performance of our ongoing operations because each presents 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 non-GAAP financial measures we present may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. The non-GAAP financial measures we present, 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.

| 13 |
---
--- ---
Mark Fioravanti, President and Chief Executive Officer Shannon Sullivan, Vice President Corporate and Brand Communications
Ryman Hospitality Properties, Inc. Ryman Hospitality Properties, Inc.
(615) 316-6588 (615) 316-6725
mfioravanti@rymanhp.com ssullivan@rymanhp.com
~or~ ~or~
Jennifer Hutcheson, Chief Financial Officer Robert Winters
Ryman Hospitality Properties, Inc. Alpha IR Group
(615) 316-6320 (929) 266-6315
jhutcheson@rymanhp.com robert.winters@alpha-ir.com
~or~
Todd Siefert, Senior Vice President Corporate Finance & Treasurer
Ryman Hospitality Properties, Inc.
(615) 316-6344
tsiefert@rymanhp.com
| 14 |

| --- |

RYMANHOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In thousands, except per share data)

Three Months Ended Twelve Months Ended
Dec. 31 Dec. 31
2022 2021 2022 2021
Revenues :
Rooms $ 177,505 $ 125,483 $ 595,544 $ 328,874
Food and beverage 180,622 109,892 667,009 279,489
Other hotel revenue 126,332 87,865 275,421 178,220
Entertainment 84,416 54,191 267,995 152,790
Total revenues 568,875 377,431 1,805,969 939,373
Operating expenses:
Rooms 43,077 32,926 155,817 88,244
Food and beverage 109,103 72,573 381,142 190,855
Other hotel expenses 168,043 131,666 457,291 327,791
Management fees 15,883 6,222 43,425 14,031
Total hotel operating expenses 336,106 243,387 1,037,675 620,921
Entertainment 56,996 39,956 188,545 117,753
Corporate 11,559 11,675 42,982 38,597
Preopening costs 7 3 532 737
(Gain) loss on sale of assets - - 469 (317 )
Depreciation and amortization 47,904 56,276 208,616 220,357
Total operating expenses 452,572 351,297 1,478,819 998,048
Operating income (loss) 116,303 26,134 327,150 (58,675 )
Interest expense, net of amounts capitalized (42,419 ) (32,291 ) (148,406 ) (125,347 )
Interest income 1,612 1,431 5,750 5,685
Loss on extinguishment of debt - - (1,547 ) (2,949 )
Loss from consolidated joint ventures (2,619 ) (3,132 ) (10,967 ) (8,963 )
Other gains and (losses), net (479 ) 151 1,743 405
Income (loss) before income taxes 72,398 (7,707 ) 173,723 (189,844 )
(Provision) benefit for income taxes (11,028 ) 1,683 (38,775 ) (4,957 )
Net income (loss) 61,370 (6,024 ) 134,948 (194,801 )
Net (income) loss attributable to noncontrolling interest in consolidated joint venture (2,865 ) - (5,032 ) 16,501
Net (income) loss attributable to noncontrolling interest in Operating Partnership (416 ) 44 (923 ) 1,334
Net income (loss) available to common shareholders $ 58,089 $ (5,980 ) $ 128,993 $ (176,966 )
Basic income (loss) per share available to common shareholders $ 1.05 $ (0.11 ) $ 2.34 $ (3.21 )
Diluted income (loss) per share available to common shareholders (1) $ 1.03 $ (0.11 ) $ 2.33 $ (3.21 )
Weighted average common shares for the period:
Basic 55,165 55,068 55,140 55,047
Diluted (1) 59,368 55,068 55,377 55,047

(1) Diluted weighted average common shares for the three months ended December 31, 2022 include 3.9 million equivalent shares related to the currently unexercisable put rights associated with the noncontrolling interest in the Company's OEG business, which may be settled in cash or shares at the Company's option.

| 15 |

| --- |

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In thousands)

Dec. 31 Dec. 31,
2022 2021
ASSETS:
Property and equipment, net of accumulated depreciation $ 3,171,708 $ 3,031,844
Cash and cash equivalents - unrestricted 334,194 140,688
Cash and cash equivalents - restricted 110,136 22,312
Notes receivable 67,628 71,228
Trade receivables, net 116,836 74,745
Prepaid expenses and other assets 134,170 112,904
Intangible assets 105,951 126,804
Total assets $ 4,040,623 $ 3,580,525
LIABILITIES AND EQUITY:
Debt and finance lease obligations $ 2,862,592 $ 2,936,819
Accounts payable and accrued liabilities 385,159 304,719
Dividends payable 14,121 386
Deferred management rights proceeds 167,495 170,614
Operating lease liabilities 125,759 113,770
Deferred income tax liabilities, net 12,915 4,671
Other liabilities 64,824 71,939
Noncontrolling interest in consolidated joint venture 311,857 -
Total equity (deficit) 95,901 (22,393 )
Total liabilities and equity (deficit) $ 4,040,623 $ 3,580,525
| 16 |

| --- |

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

ADJUSTED EBITDAre RECONCILIATION

Unaudited

(in thousands)

Three Months Ended Dec. 31, Twelve<br> Months Ended Dec. 31,
2022 2021 2022 2021
Margin Margin Margin Margin
Consolidated
Revenue
Net<br> income (loss) 10.8 % ) -1.6 % 7.5 % ) -20.7 %
Interest expense,<br> net
Provision<br> (benefit) for income taxes )
Depreciation &<br> amortization
(Gain) loss<br> on sale of assets )
Pro<br> rata EBITDAre from unconsolidated joint ventures
EBITDAre 28.3 % 21.0 % 29.1 % 16.0 %
Preopening<br> costs
Non-cash lease<br> expense
Equity-based<br> compensation expense
Pension settlement<br> charge
Interest income<br> on Gaylord National bonds
Loss on extinguishment<br> of debt
Transaction<br> costs of acquisitions
Adjusted<br> EBITDAre 29.6 % 22.7 % 30.8 % 18.9 %
Adjusted<br> EBITDAre of noncontrolling interest in consolidated joint venture ) )
Adjusted<br> EBITDAre, excluding noncontrolling interest in consolidated joint venture 28.2 % 22.7 % 29.9 % 19.0 %
Hospitality<br> segment
Revenue
Operating<br> income (loss) 21.8 % 8.6 % 20.2 % ) -4.9 %
Depreciation &<br> amortization
Gain on sale<br> of assets )
Preopening<br> costs
Non-cash lease<br> expense
Interest income<br> on Gaylord National bonds
Transaction<br> costs of acquisitions
Other<br> gains and (losses), net
Adjusted<br> EBITDAre 31.1 % 25.5 % 33.3 % 22.3 %
Entertainment<br> segment
Revenue
Operating<br> income 26.4 % 19.0 % 22.6 % 13.3 %
Depreciation &<br> amortization
Preopening<br> costs
Non-cash lease<br> (revenue) expense )
Equity-based<br> compensation
Transaction<br> costs of acquisitions
Pro<br> rata adjusted EBITDAre from unconsolidated joint ventures ) ) ) )
Adjusted<br> EBITDAre 31.0 % 22.0 % 27.7 % 18.9 %
Corporate<br> and Other segment
Operating<br> loss ) ) ) )
Depreciation &<br> amortization
Other gains<br> and (losses), net ) )
Equity-based<br> compensation
Pension<br> settlement charge
Adjusted<br> EBITDAre ) ) ) )

All values are in US Dollars.

| 17 |

| --- |

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

FUNDS FROM OPERATIONS ("FFO") AND ADJUSTED FFO RECONCILIATION

Unaudited

(in thousands, except per share data)

Three Months Ended Dec. 31, Twelve Months Ended Dec. 31,
2022 2021 2022 2021
Consolidated
Net income (loss) $ 61,370 $ (6,024 ) $ 134,948 $ (194,801 )
Noncontrolling interest in consolidated joint venture (2,865 ) - (5,032 ) 16,501
Net income (loss) available to common shareholders and unit holders 58,505 (6,024 ) 129,916 (178,300 )
Depreciation & amortization 47,874 56,242 208,494 220,211
Adjustments for noncontrolling interest (1,538 ) - (3,346 ) (11,069 )
Pro rata adjustments from joint ventures 23 20 92 73
FFO available to common shareholders and unit holders 104,864 50,238 335,156 30,915
Right-of-use asset amortization 30 34 122 146
Non-cash lease expense 1,491 1,121 4,831 4,375
Pension settlement charge 318 370 1,894 1,379
(Gain) loss on other assets - - 469 (317 )
Amortization of deferred financing costs 2,651 2,211 9,829 8,790
Amortization of debt discounts and premiums 500 (70 ) 989 (279 )
Loss on extinguishment of debt - - 1,547 2,949
Adjustments for noncontrolling interest (514 ) - (928 ) (294 )
Transaction costs of acquisitions - 150 1,348 360
Deferred tax expense (benefit) 3,699 (1,985 ) 8,244 4,006
Adjusted FFO available to common shareholders and unit holders $ 113,039 $ 52,069 $ 363,501 $ 52,030
Capital expenditures (1) (27,149 ) (7,817 ) (82,263 ) (38,451 )
Adjusted FFO available to common shareholders and unit holders (ex. maintenance capex) $ 85,890 $ 44,252 $ 281,238 $ 13,579
Basic net income (loss) per share $ 1.05 $ (0.11 ) $ 2.34 $ (3.21 )
Diluted net income (loss) per share $ 1.03 $ (0.11 ) $ 2.33 $ (3.21 )
FFO available to common shareholders and unit holders per basic share/unit $ 1.89 $ 0.91 $ 6.04 $ 0.56
Adjusted<br> FFO available to common shareholders and unit holders per basic share/unit $ 2.03 $ 0.94 $ 6.55 $ 0.94
FFO available to common shareholders and unit holders per diluted share/unit (2) $ 1.80 $ 0.91 $ 6.01 $ 0.56
Adjusted<br> FFO available to common shareholders and unit holders per diluted share/unit (2) $ 1.94 $ 0.94 $ 6.52 $ 0.94
Weighted average common shares and OP units for the period:
Basic 55,560 55,467 55,535 55,454
Diluted (2) 59,763 55,467 55,772 55,454

(1) Represents FF&E reserve contribution for managed properties and maintenance capital expenditures for non-managed properties. Note that during 2021, as a result of the COVID-19 pandemic, contributions to the FF&E reserve for managed properties were suspended, although we did make voluntary contributions to fund the rooms renovation at Gaylord National.

(2) Diluted weighted average common shares and OP units for the three months ended December 31, 2022 include 3.9 million equivalent shares related to the currently unexercisable put rights associated with the noncontrolling interest in the Company's OEG business, which may be settled in cash or shares at the Company's option.

| 18 |

| --- |

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

HOSPITALITY SEGMENT ADJUSTED EBITDAre RECONCILIATIONS AND OPERATING METRICS

Unaudited

(in thousands)

Three<br> Months Ended Dec. 31, Twelve<br> Months Ended Dec. 31,
2022 2021 2022 2021
Margin Margin Margin Margin
Hospitality<br> segment
Revenue
Operating<br> income (loss) 21.8 % 8.6 % 20.2 % ) -4.9 %
Depreciation &<br> amortization
Gain on sale<br> of assets )
Preopening<br> costs
Non-cash<br> lease expense
Interest<br> income on Gaylord National bonds
Transaction<br> costs of acquisitions
Other<br> gains and (losses), net
Adjusted<br> EBITDAre 31.1 % 25.5 % 33.3 % 22.3 %
Occupancy % % % %
Average daily<br> rate (ADR)
RevPAR
OtherPAR
Total RevPAR
Gaylord<br> Opryland
Revenue
Operating<br> income 30.3 % 24.7 % 28.0 % 14.6 %
Depreciation &<br> amortization
Gain on sale<br> of assets )
Non-cash<br> lease (revenue) expense ) )
Adjusted<br> EBITDAre 36.5 % 33.5 % 36.1 % 28.7 %
Occupancy % % % %
Average daily<br> rate (ADR)
RevPAR
OtherPAR
Total RevPAR
Gaylord<br> Palms
Revenue
Operating<br> income 22.6 % 14.2 % 23.0 % 2.5 %
Depreciation &<br> amortization
Preopening<br> costs
Non-cash<br> lease expense
Adjusted<br> EBITDAre 29.9 % 26.4 % 32.5 % 21.4 %
Occupancy % % % %
Average daily<br> rate (ADR)
RevPAR
OtherPAR
Total RevPAR
Gaylord<br> Texan
Revenue
Operating<br> income 29.9 % 24.9 % 28.7 % 16.1 %
Depreciation &<br> amortization
Adjusted<br> EBITDAre 35.5 % 33.5 % 36.4 % 29.8 %
Occupancy % % % %
Average daily<br> rate (ADR)
RevPAR
OtherPAR
Total RevPAR

All values are in US Dollars.

| 19 |

| --- |

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

HOSPITALITY SEGMENT ADJUSTED EBITDAre RECONCILIATIONS AND OPERATING METRICS

Unaudited

(in thousands)

Three<br> Months Ended Dec. 31, Twelve<br> Months Ended Dec. 31,
2022 2021 2022 2021
Margin Margin Margin Margin
Gaylord<br> National
Revenue
Operating<br> income (loss) 11.8 % ) -23.4 % 7.8 % ) -59.7 %
Depreciation &<br> amortization
Interest<br> income on Gaylord National bonds
Other<br> gains and (losses), net
Adjusted<br> EBITDAre 24.5 % 0.7 % 24.6 % ) -14.5 %
Occupancy % % % %
Average daily<br> rate (ADR)
RevPAR
OtherPAR
Total RevPAR
Gaylord<br> Rockies
Revenue
Operating<br> income (loss) (1) 3.9 % ) -22.7 % 6.8 % ) -41.2 %
Depreciation &<br> amortization
Transaction<br> costs on acquisitions
Adjusted<br> EBITDAre (1) 23.5 % 19.1 % 35.5 % 25.5 %
Occupancy % % % %
Average daily<br> rate (ADR)
RevPAR
OtherPAR
Total RevPAR
The<br> AC Hotel at National Harbor
Revenue
Operating<br> income (loss) 7.3 % ) -20.2 % 7.6 % ) -27.9 %
Depreciation &<br> amortization
Adjusted<br> EBITDAre 19.2 % ) -1.3 % 20.0 % ) -5.4 %
Occupancy % % % %
Average daily<br> rate (ADR)
RevPAR
OtherPAR
Total RevPAR
The<br> Inn at Opryland (2)
Revenue
Operating<br> income (loss) 17.9 % 9.0 % 15.7 % ) -6.9 %
Depreciation &<br> amortization
Adjusted<br> EBITDAre 26.6 % 21.6 % 25.3 % 9.7 %
Occupancy % % % %
Average daily<br> rate (ADR)
RevPAR
OtherPAR
Total RevPAR

All values are in US Dollars.

(1) Operating loss and Adjusted EBITDAre for Gaylord Rockies for the twelve months ended December 31, 2021 exclude forgiven asset management fees previously owed to RHP of $0.3 million.

(2) Includes other hospitality revenue and expense

| 20 |

| --- |

Ryman Hospitality Properties, Inc. and Subsidiaries

Reconciliation of Forward-Looking Statements

Unaudited

(in thousands)


AdjustedEarnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("Adjusted EBITDAre")

GUIDANCE RANGE
FOR FULL YEAR 2023
Low High Midpoint
Ryman Hospitality Properties, Inc.
Net Income $ 199,750 $ 216,000 $ 207,875
Provision for income taxes 6,000 7,000 6,500
Interest Expense, net 182,500 193,000 187,750
Depreciation and amortization 189,250 199,500 194,375
EBITDAre $ 577,500 $ 615,500 $ 596,500
Non-cash lease expense 4,500 6,000 5,250
Preopening expense 2,000 2,750 2,375
Equity-based compensation 15,000 16,250 15,625
Pension settlement charge 1,500 2,000 1,750
Interest income on Bonds 4,500 5,500 5,000
Adjusted EBITDAre $ 605,000 $ 648,000 $ 626,500
Hospitality Segment
Operating Income $ 371,500 $ 391,500 $ 381,500
Depreciation and amortization 167,500 175,000 171,250
Non-cash lease expense 3,500 4,500 4,000
Interest income on Bonds 4,500 5,500 5,000
Other gains and (losses), net 3,000 3,500 3,250
Adjusted EBITDAre $ 550,000 $ 580,000 $ 565,000
Entertainment Segment
Operating Income $ 69,000 $ 73,500 $ 71,250
Depreciation and amortization 20,000 22,500 21,250
Non-cash lease expense 1,000 1,500 1,250
Preopening expense 2,000 2,750 2,375
Equity-based compensation 3,500 4,250 3,875
Loss from unconsolidated companies (8,500 ) (7,500 ) (8,000 )
Adjusted EBITDAre $ 87,000 $ 97,000 $ 92,000
Corporate and Other Segment
Operating Loss $ (44,000 ) $ (43,000 ) $ (43,500 )
Depreciation and amortization 1,750 2,000 1,875
Equity-based compensation 11,500 12,000 11,750
Pension settlement charge 1,500 2,000 1,750
Other gains and (losses), net (2,750 ) (2,000 ) (2,375 )
Adjusted EBITDAre $ (32,000 ) $ (29,000 ) $ (30,500 )
Ryman Hospitality Properties, Inc.
Net Income available to common shareholders 200,000 212,500 $ 206,250
Depreciation and amortization 189,250 199,500 194,375
Adjustments for noncontrolling interest (8,000 ) (6,000 ) (7,000 )
Funds from Operations (FFO) available to common shareholders $ 381,250 $ 406,000 $ 393,625
Right of use ammortization - 500 250
Non-cash lease expense 4,500 6,000 5,250
Pension settlement charge 1,500 2,000 1,750
Other gains and (losses), net 1,250 1,500 1,375
Adjustments for noncontrolling interest (1,500 ) (1,000 ) (1,250 )
Ammortization of deferred financing costs 10,000 12,000 11,000
Ammortization of debt discounts and premiums 500 1,000 750
Deferred Taxes (5,000 ) (4,000 ) (4,500 )
Adjusted FFO available to common shareholders $ 392,500 $ 424,000 $ 408,250
| 21 |

| --- |