8-K

Ryman Hospitality Properties, Inc. (RHP)

8-K 2023-08-04 For: 2023-08-03
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): August 3, 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
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(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)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class Trading Symbol(s) Name of Each Exchange on <br><br>Which Registered
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Common<br> 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 August 3, 2023, Ryman Hospitality Properties, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2023 and revising guidance for certain financial measures for the remainder of 2023 to include the acquisition of the JW Marriott San Antonio Hill Country Resort & Spa. 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 ended June 30, 2023 at 11:00 a.m. Eastern Time on Friday, August 4, 2023.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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99.1 Press Release of Ryman Hospitality Properties, Inc. dated August 3, 2023.
104 Cover Page Interactive Data File (embedded within the Inline 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: August 4, 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. ReportsSecond Quarter 2023 Results

NASHVILLE, Tenn. (August 3, 2023) – Ryman Hospitality Properties, Inc. (NYSE: RHP), a lodging real estate investment trust (“REIT”) specializing in group-oriented, destination hotel assets in urban and resort markets, today reported financial results for the three months ended June 30, 2023.

Second Quarter 2023 Highlights and Recent Developments:

The Company generated consolidated net income of $70.1 million and a quarterly record consolidatedAdjusted EBITDAre of $174.7 million.
Hospitality segment achieved second quarter record revenue of $417.7 million, driven by second quarterrecord average daily rate (ADR), resulting in a quarterly record operating income and the second-best Adjusted EBITDAre performance ofany quarter in the segment’s history.
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During the quarter, the Company booked over 650,000 gross advanced group room nights for all futureyears, at a record ADR of $265, an increase of 8.9% over Q2 2022 ADR for future bookings.
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Opry Entertainment Group (OEG), our Entertainment segment, set record quarterly revenue, operatingincome and Adjusted EBITDAre as OEG continues to experience strong demand.
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Completed the acquisition of JW Marriott San Antonio Hill Country Resort & Spa (“JWMarriott Hill Country”) on June 30, 2023, adding a premier, group-oriented resort to Ryman’s hospitality portfolio, attestingto Ryman’s growth-oriented business strategy.
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Patrick Moore was appointed Chief Executive Officer of OEG, responsible for overseeing OEG’sgrowth plan, day-to-day operations, and business development activities.
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The Company is revising its consolidated Full Year 2023 outlook to include the acquisition of JW MarriottHill Country.
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Mark Fioravanti, President and Chief Executive Officer of Ryman Hospitality Properties, said, “We are pleased with our financial results this quarter. Continued strong group demand produced record second-quarter revenue and ADR performance for our Gaylord Hotels portfolio. The demand for our live entertainment assets continued to grow as well, as our Entertainment segment delivered record quarterly revenue, operating income and Adjusted EBITDAre. We were especially pleased to see the continued momentum in our business given the industry-wide softening in domestic leisure travel.

In addition to these record results, we added to our healthy forward book of business as lead volumes, bookings and rate continued to grow. Given the strength we see in the group segment in the years ahead, we were pleased to announce our acquisition of the JW Marriott Hill Country. This beautiful resort complements our existing portfolio and provides an additional destination for our group and leisure customers. We are already hard at work exploring organic growth opportunities and synergies within our portfolio to better serve both group and leisure customers in the years ahead.”

Second Quarter 2023 Results (as compared toSecond Quarter 2022):

($ in thousands, except per share amounts) Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 % ∆ 2023 2022 % ∆
Total Revenue $ 504,843 $ 470,204 7.4 % $ 996,562 $ 769,339 29.5 %
Operating income $ 122,240 $ 105,968 15.4 % $ 227,890 $ 113,842 100.2 %
Operating income margin 24.2 % 22.5 % 1.7 pt 22.9 % 14.8 % 8.1 pt
Net income $ 70,143 $ 50,924 37.7 % $ 131,137 $ 26,127 401.9 %
Net income margin 13.9 % 10.8 % 3.1 pt 13.2 % 3.4 % 9.8 pt
Net income available to common stockholders $ 66,543 $ 50,284 32.3 % $ 127,863 $ 25,663 398.2 %
Net income available to common stockholders margin 13.2 % 10.7 % 2.5 pt 12.8 % 3.3 % 9.5 pt
Net income available to common stockholders per diluted share $ 1.15 $ 0.91 26.4 % $ 2.17 $ 0.46 371.7 %
Adjusted EBITDAre $ 174,702 $ 167,625 4.2 % $ 332,377 $ 236,619 40.5 %
Adjusted EBITDAre margin 34.6 % 35.6 % -1.0 pt 33.4 % 30.8 % 2.6 pt
Adjusted EBITDAre, excluding noncontrolling interest<br> in consolidated joint venture $ 165,883 $ 166,494 -0.4 % $ 319,262 $ 235,488 35.6 %
Adjusted EBITDAre, excluding noncontrolling interest<br> in consolidated joint venture margin 32.9 % 35.4 % -2.5 pt 32.0 % 30.6 % 1.4 pt
Funds From Operations (FFO) available to common stockholders and unit holders $ 113,639 $ 107,119 6.1 % $ 222,165 $ 138,341 60.6 %
FFO available to common stockholders and unit holders per diluted share/unit $ 1.92 $ 1.91 0.5 % $ 3.72 $ 2.48 50.0 %
Adjusted FFO available to common stockholders and unit holders $ 122,392 $ 114,875 6.5 % $ 235,985 $ 149,689 57.7 %
Adjusted FFO available to common stockholders and unit holders per diluted share/unit $ 2.06 $ 2.05 0.5 % $ 3.95 $ 2.69 46.8 %

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)
Six Months Ended
June 30,
2022 % ∆ 2023 2022 % ∆
Hospitality Revenue 417,685 $ 401,802 4.0 % $ 842,124 $ 662,913 27.0 %
Hospitality operating income 107,733 $ 100,573 7.1 % $ 213,803 $ 116,241 83.9 %
Hospitality operating income margin 25.8 % 25.0 % 0.8 pt 25.4 % 17.5 % 7.9 pt
Hospitality Adjusted EBITDAre 152,667 $ 154,983 -1.5 % $ 303,902 $ 225,315 34.9 %
Hospitality Adjusted EBITDAre margin 36.6 % 38.6 % -2.0 pt 36.1 % 34.0 % 2.1 pt
Hospitality Performance Metrics
Occupancy 72.7 % 72.7 % 0.0 pt 72.5 % 60.1 % 12.4 pt
Average Daily Rate (ADR) 244.77 $ 234.50 4.4 % $ 241.38 $ 232.41 3.9 %
RevPAR 177.83 $ 170.46 4.3 % $ 174.97 $ 139.61 25.3 %
Total RevPAR 440.12 $ 424.07 3.8 % $ 446.49 $ 351.76 26.9 %
Gross Definite Rooms Nights Booked 651,507 601,180 8.4 % 1,000,155 1,023,225 -2.3 %
Net Definite Rooms Nights Booked 450,269 413,042 9.0 % 700,587 578,710 21.1 %
Group Attrition (as % of contracted block) 16.3 % 18.2 % -1.9 pt 15.9 % 23.9 % -8.0 pt
Cancellation Room Nights ITYFTY (1) 21,748 11,647 86.7 % 53,968 182,066 -70.4 %

All values are in US Dollars.

(1)  "ITYFTY" 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 second quarter 2023 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.

Second Quarter 2023 Hospitality Segment Highlights

Achieved second quarter record revenue of $417.7 million, driven by second quarter record ADR of almost$245, an increase of 4.4% from Q2 2022.
Actualized room nights in the second quarter were strong, as 528,000 group room nights traveled, a3.6% increase over Q2 2022.
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Q2 2023 Hotel occupancy was 72.7%, flat to the prior year quarter.
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As expected, Adjusted EBITDAre and Adjusted EBITDAre margin were impacted by the continued return tonormalized attrition and cancellation fees and management fees.
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Attrition and cancellation fee collections declined to $10.3 million, as compared to the $15.4 millioncollected in Q2 2022, and incentive management fees earned by Marriott increased to $7.0 million in the quarter, up from $3.0 millionin Q2 2022.
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Room night production remained strong as ADR for new definite future bookings was an all-time record.
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3
Gaylord Opryland
($ in thousands, except ADR, RevPAR, and Total RevPAR)
Three Months Ended Six Months Ended
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June 30, June 30,
2023 2022 % ∆ 2023 2022 % ∆
Revenue $ 110,475 $ 105,497 4.7 % $ 222,281 $ 179,016 24.2 %
Operating income $ 32,011 $ 31,871 0.4 % $ 63,706 $ 47,426 34.3 %
Operating income margin 29.0 % 30.2 % -1.2 pt 28.7 % 26.5 % 2.2 pt
Adjusted EBITDAre $ 40,511 $ 40,416 0.2 % $ 80,748 $ 64,547 25.1 %
Adjusted EBITDAre margin 36.7 % 38.3 % -1.6 pt 36.3 % 36.1 % 0.2 pt
Occupancy 71.2 % 75.1 % -3.9 pt 71.9 % 62.0 % 9.9 pt
Average daily rate (ADR) $ 252.01 $ 233.68 7.8 % $ 246.07 $ 236.06 4.2 %
RevPAR $ 179.38 $ 175.51 2.2 % $ 176.90 $ 146.41 20.8 %
Total RevPAR $ 420.36 $ 401.42 4.7 % $ 425.23 $ 342.46 24.2 %

Gaylord Palms

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

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 % ∆ 2023 2022 % ∆
Revenue $ 73,829 $ 68,289 8.1 % $ 158,375 $ 128,137 23.6 %
Operating income $ 18,322 $ 18,218 0.6 % $ 45,956 $ 34,076 34.9 %
Operating income margin 24.8 % 26.7 % -1.9 pt 29.0 % 26.6 % 2.4 pt
Adjusted EBITDAre $ 24,895 $ 24,851 0.2 % $ 59,170 $ 47,327 25.0 %
Adjusted EBITDAre margin 33.7 % 36.4 % -2.7 pt 37.4 % 36.9 % 0.5 pt
Occupancy 75.8 % 74.6 % 1.2 pt 77.6 % 65.1 % 12.5 pt
Average daily rate (ADR) $ 243.55 $ 231.53 5.2 % $ 250.74 $ 241.99 3.6 %
RevPAR $ 184.58 $ 172.78 6.8 % $ 194.62 $ 157.65 23.5 %
Total RevPAR $ 472.24 $ 436.80 8.1 % $ 509.31 $ 412.07 23.6 %
4

Gaylord Texan

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

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 % ∆ 2023 2022 % ∆
Revenue $ 81,479 $ 77,665 4.9 % $ 167,877 $ 134,301 25.0 %
Operating income $ 26,105 $ 25,734 1.4 % $ 54,193 $ 38,650 40.2 %
Operating income margin 32.0 % 33.1 % -1.1 pt 32.3 % 28.8 % 3.5 pt
Adjusted EBITDAre $ 31,823 $ 31,476 1.1 % $ 65,677 $ 51,090 28.6 %
Adjusted EBITDAre margin 39.1 % 40.5 % -1.4 pt 39.1 % 38.0 % 1.1 pt
Occupancy 75.1 % 74.3 % 0.8 pt 76.1 % 66.1 % 10.0 pt
Average daily rate (ADR) $ 234.86 $ 231.22 1.6 % $ 232.83 $ 226.94 2.6 %
RevPAR $ 176.49 $ 171.74 2.8 % $ 177.19 $ 150.02 18.1 %
Total RevPAR $ 493.59 $ 470.48 4.9 % $ 511.30 $ 409.04 25.0 %

Gaylord National

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

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 % ∆ 2023 2022 % ∆
Revenue $ 77,014 $ 72,223 6.6 % $ 149,786 $ 104,810 42.9 %
Operating income $ 14,926 $ 12,824 16.4 % $ 22,981 $ 1,549 1383.6 %
Operating income margin 19.4 % 17.8 % 1.6 pt 15.3 % 1.5 % 13.8 pt
Adjusted EBITDAre $ 24,453 $ 23,023 6.2 % $ 42,073 $ 21,227 98.2 %
Adjusted EBITDAre margin 31.8 % 31.9 % -0.1 pt 28.1 % 20.3 % 7.8 pt
Occupancy 67.8 % 64.2 % 3.6 pt 67.6 % 49.9 % 17.7 pt
Average daily rate (ADR) $ 251.80 $ 251.45 0.1 % $ 245.80 $ 240.22 2.3 %
RevPAR $ 170.65 $ 161.40 5.7 % $ 166.06 $ 119.80 38.6 %
Total RevPAR $ 424.00 $ 397.62 6.6 % $ 414.60 $ 290.11 42.9 %
5

Gaylord Rockies

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

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 % ∆ 2023 2022 % ∆
Revenue $ 67,127 $ 70,755 -5.1 % $ 131,174 $ 105,542 24.3 %
Operating income (loss) $ 14,691 $ 10,215 43.8 % $ 25,559 $ (6,569 ) 489.1 %
Operating income (loss) margin 21.9 % 14.4 % 7.5 pt 19.5 % -6.2 % 25.7 pt
Adjusted EBITDAre $ 28,815 $ 32,865 -12.3 % $ 53,728 $ 38,729 38.7 %
Adjusted EBITDAre margin 42.9 % 46.4 % -3.5 pt 41.0 % 36.7 % 4.3 pt
Occupancy 77.8 % 76.6 % 1.2 pt 73.9 % 58.0 % 15.9 pt
Average daily rate (ADR) $ 247.92 $ 235.69 5.2 % $ 240.94 $ 228.22 5.6 %
RevPAR $ 192.84 $ 180.45 6.9 % $ 177.98 $ 132.29 34.5 %
Total RevPAR $ 491.45 $ 518.01 -5.1 % $ 482.82 $ 388.48 24.3 %

Entertainment Segment

For the three and six months ended June 30, 2023, and 2022, the Company reported the following:

($ in thousands) Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 % ∆ 2023 2022 % ∆
Revenue $ 87,158 $ 68,402 27.4 % $ 154,438 $ 106,426 45.1 %
Operating income $ 24,601 $ 18,019 36.5 % $ 34,992 $ 20,456 71.1 %
Operating income margin 28.2 % 26.3 % 1.9 pt 22.7 % 19.2 % 3.5 pt
Adjusted EBITDAre $ 29,416 $ 22,053 33.4 % $ 43,762 $ 26,863 62.9 %
Adjusted EBITDAre margin 33.8 % 32.2 % 1.6 pt 28.3 % 25.2 % 3.1 pt

Fioravanti continued, “Our Entertainment segment continues to produce record financial results, as demand for live entertainment remains above pre-pandemic levels. Our Nashville-based assets again delivered excellent performance with our marquee venues at the Grand Ole Opry and the Ryman Auditorium leading the way. In addition, we were pleased to announce our former Board of Directors member Patrick Moore was appointed as Chief Executive Officer of Opry Entertainment Group. Patrick joins us at an important and exciting time for this segment, and I look forward to working with him as we continue growing this unique business.”

6

Corporate and Other Segment

For the three and six months ended June 30, 2023, and 2022, the Company reported the following:

($ in thousands) Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 % ∆ 2023 2022 % ∆
Operating loss $ (10,094 ) $ (12,624 ) 20.0 % $ (20,905 ) $ (22,855 ) 8.5 %
Adjusted EBITDAre $ (7,381 ) $ (9,411 ) 21.6 % $ (15,287 ) $ (15,559 ) 1.7 %

Fioravanti concluded, "This was a busy quarter for the Company from a financing perspective as we completed a number of important financing transactions, including a refinancing of our revolver and Term Loan B, a common stock offering and high yield notes offering used to fund the JW Marriott Hill Country acquisition, and an extension of the Gaylord Rockies Term Loan. These financing transactions position us to continue investing in our portfolio in accordance with our long-term strategy while maintaining ample flexibility to pursue additional opportunities in both our Hospitality and Entertainment businesses.”

2023 Guidance

The Company is updating its 2023 business performance outlook to reflect the acquisition of JW Marriott Hill Country, based on current information as of August 3, 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.

7
($ in millions, except per share figures) New Guidance<br><br>Full Year 2023^(1)^ New FY 2023 Guidance^(1)^ Prior Guidance<br><br>Full Year 2023 Prior FY<br><br>2023 Guidance Change
Low High Midpoint Low High Midpoint Midpoint
Consolidated Hospitality RevPAR growth (same-store)^(2)^ 11.0 % 13.5 % 12.3 % 11.0 % 13.5 % 12.3 % 0.0 %
Consolidated Hospitality Total RevPAR growth (same-store)^(2)^ 8.5 % 10.5 % 9.5 % 8.5 % 10.5 % 9.5 % 0.0 %
Operating Income
Hospitality $ 405.5 $ 427.5 $ 416.5 $ 391.5 $ 411.5 $ 401.5 $ 15.0
Entertainment 76.0 80.5 78.3 76.0 80.5 78.3 -
Corporate and Other (44.0 ) (43.0 ) (43.5 ) (44.0 ) (43.0 ) (43.5 ) -
Consolidated Operating Income 437.5 465.0 451.3 423.5 449.0 436.3 15.0
Adjusted EBITDAre
Hospitality $ 597.0 $ 629.0 $ 613.0 $ 570.0 $ 600.0 $ 585.0 $ 28.0
Entertainment 94.0 104.0 99.0 94.0 104.0 99.0 -
Corporate and Other (32.0 ) (29.0 ) (30.5 ) (32.0 ) (29.0 ) (30.5 ) -
Consolidated Adjusted EBITDAre 659.0 704.0 681.5 632.0 675.0 653.5 28.0
Net Income $ 223.5 $ 243.5 $ 233.5 $ 223.5 $ 243.5 $ 233.5 $ -
Net Income available to common shareholders $ 222.5 $ 232.5 $ 227.5 $ 222.5 $ 232.5 $ 227.5 $ -
Funds from Operations (FFO) available to common shareholders $ 415.8 $ 438.0 $ 426.9 $ 403.8 $ 426.0 $ 414.9 $ 12.0
Adjusted FFO available to common shareholders $ 437.0 $ 466.0 $ 451.5 $ 425.0 $ 454.0 $ 439.5 $ 12.0
Net Income available to common shareholders per diluted share $ 3.69 $ 3.82 $ 3.76 $ 3.71 $ 3.88 $ 3.79 $ (0.03 )
Estimated Diluted Shares Outstanding (in millions)^(3)^ 62.4 62.4 62.4 60.0 60.0 60.0 2.4
(1) Includes JW Marriott Hill Country, except as otherwise noted
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(2) Same-store excludes JW Marriott Hill Country
(3) Reflects additional 4.4 million common shares issued on June 9, 2023

Note: For reconciliations of Consolidated Adjusted EBITDAre guidance to Net Income and segment-level Adjusted EBITDAre to segment-level Operating Income, see “Reconciliation of Forward-Looking Statements” below.

Dividend Update

On July 17, the Company paid the previously announced quarterly cash dividend of $1.00 per common share, which was paid to stockholders of record as of June 30, 2023.

The Company’s 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 $3.75 per share in cash. Future dividends are subject to the Board’s future determinations as to amount and timing.

Balance Sheet/Liquidity Update

As of June 30, 2023, the Company had total debt outstanding of $3,380.1 million, net of unamortized deferred financing costs, and unrestricted cash of $508.3 million. As of June 30, 2023, there were no amounts drawn under the Company’s revolving credit facility, $7.0 million was drawn under OEG’s revolving credit facility, and the lending banks had issued $14.6 million in letters of credit under the Company’s credit facility, which left $743.4 million of aggregate borrowing availability under the Company’s revolving credit facility and OEG’s revolving credit facility.

8

Quarter Events

Closed Acquisition of JW Marriott Hill CountryResort & Spa

On June 30, 2023, the Company closed the acquisition of the JW Marriott Hill Country in San Antonio, Texas from affiliates of Blackstone Real Estate Income Trust. Located amid approximately 600 acres in the Texas Hill Country, the 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 the 26,000-square-foot Lantana Spa; eight food and beverage outlets; the 9-acre River Bluff water experience; and TPC San Antonio featuring two 18-hole golf courses, the Greg Norman-designed Oaks Course and the Pete Dye-designed Canyons course. The property resides in an attractive and growing market with no emerging competitive supply, and naturally complements our existing Gaylord Hotels portfolio. We believe the property offers significant opportunities to serve the group and leisure sides of our business.

Closed Upsized Common Stock Offering and FullExercise of Underwriters’ Over-Allotment Option

On June 9, 2023, the Company closed an upsized underwritten registered public offering of 4,427,500 shares of its common stock, par value $0.01 per share, at a price to the public of $93.25 per share (the “Equity Offering”). The shares sold in the Equity Offering included 577,500 shares sold through the underwriters’ option to purchase additional shares of common stock, which were delivered at the time of the closing of the Equity Offering. The Company received aggregate net proceeds from the sale of the common stock of approximately $395 million, after deducting underwriting discounts and commissions and other expenses of the Equity Offering payable by the Company.

Closed Offering of $400 Million of 7.250% SeniorNotes Due 2028

On June 22, 2023, RHP Hotel Properties, LP (the “Operating Partnership”) and RHP Finance Corporation (together with the Operating Partnership, the “Issuers”), completed a private placement (the “Notes Offering”) of $400 million aggregate principal amount of 7.250% senior notes due 2028 (the “Notes”). The Notes are senior unsecured obligations of the Issuers and are guaranteed by the Company and the Company’s and the Operating Partnership’s subsidiaries that guarantee the Operating Partnership’s existing credit facility, the 4.750% senior unsecured notes due 2027 and the 4.50% senior unsecured notes due 2029. The aggregate net proceeds from the Notes Offering were approximately $393 million, after deducting the initial purchasers’ discounts and commissions and other expenses of the Notes Offering payable by the Issuers. Net proceeds of the Equity Offering and the Notes Offering, together with cash on hand, were used to fund the purchase of the JW Marriott Hill Country.

Credit Facility Refinancing

On May 18, 2023, the Company successfully completed a series of refinancing transactions that extends the maturities of the $700 million revolving credit facility and $500 million term loan B and eliminates mortgage collateral requirements in its credit facility. The Company refinanced its existing $700 million revolving credit facility, extending its maturity from 2024 to 2027, with the option to extend the maturity date for a maximum of one additional year. The Company also refinanced its secured $500 million term loan B, which previously had an outstanding balance of $370 million, to a new $500 million term loan B, all of which was drawn at closing. The maturity of the term loan B has been extended from 2024 to 2030.

9

Earnings Call Information

Ryman Hospitality Properties will hold a conference call to discuss this release tomorrow, August 4, 2023, at 11:00 a.m. ET. 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/Presentations, Earnings 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 entertainment experiences. The Company’s holdings include 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, five of the top ten largest non-gaming convention center hotels in the United States based on total indoor meeting space. The Company also owns the JW Marriott San Antonio Hill Country Resort & Spa as well as two ancillary hotels adjacent to our Gaylord Hotels properties. The Company’s hotel portfolio is managed by Marriott International and includes a combined total of 11,414 rooms as well as more than 3 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 OEG 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.

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, statements regarding the Company’s integration of the JW Marriott Hill Country and the Company’s pursuit of additional value creation opportunities at the JW Marriott Hill Country 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 economic conditions affecting the hospitality business 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, including the effects on costs of labor and supplies and effects on group customers at the Company’s hotels and customers in OEG’s businesses, the Company’s ability to remain qualified as a REIT, the Company’s ability to execute our strategic goals as a REIT, the Company’s ability to generate cash flows to support dividends, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, the Company’s ability to borrow funds pursuant to its credit agreements and to refinance indebtedness and/or to successfully amend the agreements governing its indebtedness in the future, changes in interest rates, any effects of COVID-19 on the Company’s and the hospitality and entertainment industries generally, the Company’s integration of the JW Marriott Hill Country, the Company’s ability to identify and capitalize on additional value creation opportunities at the JW Marriott Hill Country and the occurrence of any event, change or other circumstance that could limit the Company’s ability to capitalize on any additional value creation opportunities it identifies at the JW Marriott Hill Country. 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, 2022, 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.

10

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 and Total RevPAR

We calculate revenue per available room (“RevPAR”) for our hotels by dividing room revenue by room nights available to guests for the period. 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. Hospitality metrics do not include the results of the W Austin, which is included in the Entertainment segment.

Calculation of GAAP Margin Figures

We calculate Net Income (Loss) available to common stockholders’ margin by dividing GAAP consolidated Net Income (Loss) available to common stockholders 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.

11

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 in 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<br> costs;
non-cash<br> lease expense;
--- ---
equity-based<br> compensation expense;
--- ---
impairment<br> charges that do not meet the NAREIT definition above;
--- ---
credit<br> losses on held-to-maturity securities;
--- ---
transaction<br> costs of acquisitions;
--- ---
interest<br> income on bonds;
--- ---
loss<br> on extinguishment of debt;
--- ---
pension<br> settlement charges;
--- ---
pro<br> rata Adjusted EBITDAre from unconsolidated joint ventures; and
--- ---
any<br> other adjustments we have identified herein.
--- ---

We then exclude the pro rata share of Adjusted EBITDAre related to noncontrolling interests in consolidated joint ventures to calculate Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture.

We use EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture and segment or property-level EBITDAre and Adjusted EBITDAre to evaluate our operating performance. We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding our operating performance and debt leverage metrics, and that the presentation of these non-GAAP financial measures, when combined with the primary GAAP presentation of Net Income 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.

12

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 stockholders 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 ventures attributable to noncontrolling interest, and pro rata adjustments for unconsolidated joint ventures.

To calculate Adjusted FFO available to common stockholders and unit holders, we then exclude, to the extent the following adjustments occurred during the periods presented:

right-of-use asset amortization;
impairment charges that do not meet the NAREIT definition above;
--- ---
write-offs of deferred financing costs;
--- ---
amortization of debt discounts or premiums and amortization of deferred financing costs;
--- ---
loss on extinguishment of debt
--- ---
non-cash lease expense;
--- ---
credit loss on held-to-maturity securities;
--- ---
pension settlement charges;
--- ---
additional pro rata adjustments from unconsolidated joint ventures;
--- ---
(gains) losses on other assets;
--- ---
transaction costs on acquisitions;
--- ---
deferred income tax expense (benefit); and
--- ---
any other adjustments we have identified herein.
--- ---
13

To calculate Adjusted FFO available to common stockholders and unit holders (excluding maintenance capex), we then exclude FF&E reserve contributions for managed properties and maintenance capital expenditures for non-managed properties. FFO available to common stockholders and unit holders, Adjusted FFO available to common stockholders and unit holders and Adjusted FFO available to common stockholders and unit holders (excluding maintenance capex) exclude the ownership portion of 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.

Investor Relations Contacts: Media Contacts:
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
14

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In thousands, except per share data)

Three Months Ended Six Months Ended
Jun. 30, Jun. 30,
2023 2022 2023 2022
Revenues :
Rooms 168,492 161,506 $ 329,743 $ 263,099
Food and beverage 197,908 188,083 413,712 300,199
Other hotel revenue 51,285 52,213 98,669 99,615
Entertainment 87,158 68,402 154,438 106,426
Total revenues 504,843 470,204 996,562 769,339
Operating expenses:
Rooms 40,272 41,238 82,331 71,374
Food and beverage 107,026 97,489 222,207 168,818
Other hotel expenses 104,590 99,284 207,649 185,927
Management fees 15,418 11,202 30,613 16,266
Total hotel operating expenses 267,306 249,213 542,800 442,385
Entertainment 57,088 45,670 108,522 77,401
Corporate 9,885 12,417 20,479 21,974
Preopening costs 67 221 257 525
Loss on sale of assets - - - 469
Depreciation and amortization 48,257 56,715 96,614 112,743
Total operating expenses 382,603 364,236 768,672 655,497
Operating income 122,240 105,968 227,890 113,842
Interest expense, net of amounts capitalized (49,179 ) (33,958 ) (91,707 ) (65,895 )
Interest income 5,318 1,379 7,865 2,760
Loss on extinguishment of debt (2,252 ) (1,547 ) (2,252 ) (1,547 )
Loss from consolidated joint ventures (2,153 ) (3,001 ) (4,959 ) (5,628 )
Other gains and (losses), net (287 ) (283 ) (523 ) 164
Income before income taxes 73,687 68,558 136,314 43,696
Provision for income taxes (3,544 ) (17,634 ) (5,177 ) (17,569 )
Net income 70,143 50,924 131,137 26,127
Net income attributable to noncontrolling interest in consolidated joint venture (3,134 ) (280 ) (2,371 ) (280 )
Net income attributable to noncontrolling interest in Operating Partnership (466 ) (360 ) (903 ) (184 )
Net income available to common stockholders $ 66,543 $ 50,284 $ 127,863 $ 25,663
Basic income per share available to common stockholders $ 1.18 $ 0.91 $ 2.29 $ 0.47
Diluted income per share available to common stockholders ^(1)^ $ 1.15 $ 0.91 $ 2.17 $ 0.46
Weighted average common shares for the period:
Basic 56,329 55,150 55,759 55,118
Diluted ^(1)^ 60,489 55,862 59,973 55,321

(1) Diluted weighted average common shares for the three months and six months ended June 30, 2023 include 3.9 million and 4.0 million, respectively, and the three months ended June 30, 2022 includes 0.5 million in equivalent shares related to the currently unexercisable investor 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)

Jun. 30, Dec. 31,
2023 2022
ASSETS:
Property and equipment, net of accumulated depreciation $ 3,931,077 $ 3,171,708
Cash and cash equivalents - unrestricted 508,344 334,194
Cash and cash equivalents - restricted 105,565 110,136
Notes receivable 65,532 67,628
Trade receivables, net 105,209 116,836
Deferred income tax assets, net - -
Prepaid expenses and other assets 146,359 134,170
Intangible assets 128,569 105,951
Total assets $ 4,990,655 $ 4,040,623
LIABILITIES AND EQUITY:
Debt and finance lease obligations $ 3,380,063 $ 2,862,592
Accounts payable and accrued liabilities 347,087 385,159
Dividends payable 60,972 14,121
Deferred management rights proceeds 165,935 167,495
Operating lease liabilities 127,687 125,759
Deferred income tax liabilities, net 16,346 12,915
Other liabilities 66,200 64,824
Noncontrolling interest in consolidated joint venture 327,649 311,857
Total equity 498,716 95,901
Total liabilities and equity $ 4,990,655 $ 4,040,623
16

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

ADJUSTEDEBITDAre RECONCILIATION

Unaudited

(in thousands)

Three Months Ended Jun. 30, Six Months Ended Jun. 30,
2023 2022 2023 2022
Margin Margin Margin Margin
Consolidated
Revenue
Net income 13.9 % 10.8 % 13.2 % 3.4 %
Interest expense, net
Provision for income taxes
Depreciation & amortization
(Gain) loss on sale of assets )
Pro rata EBITDAre from unconsolidated<br> joint ventures
EBITDAre 32.8 % 33.5 % 31.8 % 28.6 %
Preopening costs
Non-cash lease expense
Equity-based compensation expense
Pension settlement charge
Interest income on Gaylord National bonds
Loss on extinguishment of debt
Transaction costs of acquisitions
Adjusted EBITDAre 34.6 % 35.6 % 33.4 % 30.8 %
Adjusted EBITDAre of noncontrolling<br> interest in consolidated joint venture ) ) ) )
Adjusted EBITDAre, excluding<br> noncontrolling interest in consolidated joint venture 32.9 % 35.4 % 32.0 % 30.6 %
Hospitality segment
Revenue
Operating income 25.8 % 25.0 % 25.4 % 17.5 %
Depreciation & amortization
Non-cash lease expense
Interest income on Gaylord National bonds
Adjusted EBITDAre 36.6 % 38.6 % 36.1 % 34.0 %
Entertainment segment
Revenue
Operating income 28.2 % 26.3 % 22.7 % 19.2 %
Depreciation & amortization
Preopening costs
Non-cash lease expense
Equity-based compensation
Transaction costs of acquisitions
Pro rata adjusted EBITDAre from<br> unconsolidated joint ventures ) ) ) )
Adjusted EBITDAre 33.8 % 32.2 % 28.3 % 25.2 %
Corporate and Other segment
Operating loss ) ) ) )
Depreciation & amortization
Other gains and (losses), net ) ) )
Equity-based compensation
Pension settlement charge
Adjusted 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 Jun. 30, Six Months Ended Jun. 30,
2023 2022 2023 2022
Consolidated
Net income $ 70,143 $ 50,924 $ 131,137 $ 26,127
Noncontrolling interest in consolidated joint venture (3,134 ) (280 ) (2,371 ) (280 )
Net income available to common stockholders and unit holders 67,009 50,644 128,766 25,847
Depreciation & amortization 48,227 56,685 96,553 112,682
Adjustments for noncontrolling interest (1,620 ) (233 ) (3,200 ) (233 )
Pro rata adjustments from joint ventures 23 23 46 45
FFO available to common stockholders and unit holders 113,639 107,119 222,165 138,341
Right-of-use asset amortization 30 30 61 61
Non-cash lease expense 1,499 1,108 3,000 2,281
Pension settlement charge - 853 - 853
Loss on other assets - - - 469
Amortization of deferred financing costs 2,633 2,309 5,307 4,538
Amortization of debt discounts and premiums 545 61 1,051 (12 )
Loss on extinguishment of debt 2,252 1,547 2,252 1,547
Adjustments for noncontrolling interest (870 ) (32 ) (1,282 ) (32 )
Transaction costs of acquisitions - 1,170 - 1,348
Deferred tax provision 2,664 710 3,431 295
Adjusted FFO available to common stockholders and unit holders $ 122,392 $ 114,875 $ 235,985 $ 149,689
Capital expenditures ^(1)^ (23,333 ) (19,930 ) (47,221 ) (32,235 )
Adjusted FFO available to common stockholders and unit holders (ex. maintenance capex) $ 99,059 $ 94,945 $ 188,764 $ 117,454
Basic net income per share $ 1.18 $ 0.91 $ 2.29 $ 0.47
Diluted net income per share $ 1.15 $ 0.91 $ 2.17 $ 0.46
FFO available to common stockholders and unit holders per basic share/unit $ 2.00 $ 1.93 $ 3.96 $ 2.49
Adjusted FFO available to common stockholders and unit holders per basic share/unit $ 2.16 $ 2.07 $ 4.20 $ 2.70
FFO available to common stockholders and unit holders per diluted share/unit ^(2)^ $ 1.92 $ 1.91 $ 3.72 $ 2.48
Adjusted FFO available to common stockholders and unit holders per diluted share/unit ^(2)^ $ 2.06 $ 2.05 $ 3.95 $ 2.69
Weighted average common shares and OP units for the period:
Basic 56,724 55,545 56,154 55,513
Diluted ^(2)^ 60,884 56,256 60,368 55,716

(1) Represents FF&E reserve contribution for managed properties and maintenance capital expenditures for non-managed properties.

(2) Diluted weighted average common shares and OP units for the three months and six months ended June 30, 2023 include 3.9 million and 4.0 million, respectively, and the three months ended June 30, 2022 includes 0.5 million in equivalent shares related to the currently unexercisable investor 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

HOSPITALITYSEGMENT ADJUSTED EBITDAre RECONCILIATIONS AND OPERATING METRICS

Unaudited

(in thousands)

Three Months Ended Jun. 30, Six Months Ended Jun. 30,
2023 2022 2023 2022
Margin Margin Margin Margin
Hospitality segment
Revenue
Operating income 25.8 % 25.0 % 25.4 % 17.5 %
Depreciation & amortization
Non-cash lease expense
Interest income on Gaylord National bonds
Adjusted<br> EBITDAre 36.6 % 38.6 % 36.1 % 34.0 %
Occupancy % % % %
Average daily rate (ADR)
RevPAR
OtherPAR
Total RevPAR
Gaylord Opryland
Revenue
Operating income 29.0 % 30.2 % 28.7 % 26.5 %
Depreciation & amortization
Non-cash lease revenue ) ) ) )
Adjusted<br> EBITDAre 36.7 % 38.3 % 36.3 % 36.1 %
Occupancy % % % %
Average daily rate (ADR)
RevPAR
OtherPAR
Total RevPAR
Gaylord Palms
Revenue
Operating income 24.8 % 26.7 % 29.0 % 26.6 %
Depreciation & amortization
Non-cash lease expense
Adjusted<br> EBITDAre 33.7 % 36.4 % 37.4 % 36.9 %
Occupancy % % % %
Average daily rate (ADR)
RevPAR
OtherPAR
Total RevPAR
Gaylord Texan
Revenue
Operating income 32.0 % 33.1 % 32.3 % 28.8 %
Depreciation & amortization
Adjusted<br> EBITDAre 39.1 % 40.5 % 39.1 % 38.0 %
Occupancy % % % %
Average daily rate (ADR)
RevPAR
OtherPAR
Total RevPAR

All values are in US Dollars.

19

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

HOSPITALITYSEGMENT ADJUSTED EBITDAre RECONCILIATIONS AND OPERATING METRICS

Unaudited

(in thousands)

Three Months Ended Jun. 30, Six Months Ended Jun. 30,
2023 2022 2023 2022
Margin Margin Margin Margin
Gaylord National
Revenue
Operating income 19.4 % 17.8 % 15.3 % 1.5 %
Depreciation & amortization
Interest income on Gaylord National bonds
Adjusted<br> EBITDAre 31.8 % 31.9 % 28.1 % 20.3 %
Occupancy % % % %
Average daily rate (ADR)
RevPAR
OtherPAR
Total RevPAR
Gaylord Rockies
Revenue
Operating income (loss) 21.9 % 14.4 % 19.5 % ) -6.2 %
Depreciation & amortization
Adjusted<br> EBITDAre 42.9 % 46.4 % 41.0 % 36.7 %
Occupancy % % % %
Average daily rate (ADR)
RevPAR
OtherPAR
Total RevPAR
The AC Hotel at National Harbor
Revenue
Operating income 27.1 % 16.5 % 13.3 % 2.7 %
Depreciation & amortization
Adjusted<br> EBITDAre 32.2 % 26.6 % 21.3 % 16.2 %
Occupancy % % % %
Average daily rate (ADR)
RevPAR
OtherPAR
Total RevPAR
The Inn at Opryland ^(1)^
Revenue
Operating income 17.3 % 28.5 % 9.4 % 15.7 %
Depreciation & amortization
Adjusted<br> EBITDAre 24.7 % 36.1 % 18.6 % 25.8 %
Occupancy % % % %
Average daily rate (ADR)
RevPAR
OtherPAR
Total RevPAR

All values are in US Dollars.

(1) Includes other hospitality revenue and expense

20

RYMANHOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTALFINANCIAL RESULTS

EARNINGSPER SHARE, FFO PER SHARE AND ADJUSTED FFO PER SHARE CALCULATIONS

Unaudited

(In thousands, except per share data)

Three Months Ended Six Months Ended
Jun. 30, Jun. 30,
2023 2022 2023 2022
Earnings per share:
Numerator:
Net income available to common stockholders $ 66,543 $ 50,284 $ 127,863 $ 25,663
Net income attributable to noncontrolling interest in consolidated joint venture 3,134 280 2,371 -
Net income available to common stockholders - if-converted method $ 69,677 $ 50,564 $ 130,234 $ 25,663
Denominator:
Weighted average shares outstanding - basic 56,329 55,150 55,759 55,118
Effect of dilutive stock-based compensation 232 170 256 203
Effect of dilutive put rights ^(1)^ 3,928 542 3,958 -
Weighted average shares outstanding - diluted 60,489 55,862 59,973 55,321
Basic income per share available to common stockholders $ 1.18 $ 0.91 $ 2.29 $ 0.47
Diluted income per share available to common stockholders $ 1.15 $ 0.91 $ 2.17 $ 0.46
FFO and Adjusted FFO per share:
Numerator - FFO:
FFO available to common stockholders and unit holders $ 113,639 $ 107,119 $ 222,165 $ 138,341
Net income attributable to noncontrolling interest in consolidated joint venture 3,134 280 2,371 -
FFO available to common stockholders and unit holders - if-converted method $ 116,773 $ 107,399 $ 224,536 $ 138,341
Numerator - Adjusted FFO:
Adjusted FFO available to common stockholders and unit holders $ 122,392 $ 114,875 $ 235,985 $ 149,689
Net income attributable to noncontrolling interest in consolidated joint venture 3,134 280 2,371 -
Adjusted FFO available to common stockholders and unit holders - if-converted method $ 125,526 $ 115,155 $ 238,356 $ 149,689
Denominator:
Weighted average shares and OP units outstanding - basic 56,724 55,545 56,154 55,513
Effect of dilutive stock-based compensation 232 170 256 203
Effect of dilutive put rights ^(1)^ 3,928 542 3,958 -
Weighted average shares outstanding - diluted 60,884 56,257 60,368 55,716
FFO available to common stockholders and unit holders per basic share/unit $ 2.00 $ 1.93 $ 3.96 $ 2.49
Adjusted FFO available to common stockholders and unit holders per basic share/unit $ 2.16 $ 2.07 $ 4.20 $ 2.70
FFO available to common stockholders and unit holders per diluted share/unit ^(1)^ $ 1.92 $ 1.91 $ 3.72 $ 2.48
Adjusted FFO available to common stockholders and unit holders per diluted share/unit ^(1)^ $ 2.06 $ 2.05 $ 3.95 $ 2.69

(1) Represents equivalent shares related to the currently unexercisable investor 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.

21

Ryman Hospitality Properties, Inc. and Subsidiaries

Reconciliation of Forward-Looking Statements

Unaudited

(in thousands)


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

NEW GUIDANCE RANGE
FOR FULL YEAR 2023
Low High Midpoint
Ryman Hospitality Properties, Inc.
Net Income $ 223,500 $ 243,500 $ 233,500
Provision for income taxes 9,000 10,000 9,500
Interest Expense, net 196,500 204,000 200,250
Depreciation and amortization 201,250 211,500 206,375
EBITDAre $ 630,250 $ 669,000 $ 649,625
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
Other gains and (losses), net 1,250 2,500 1,875
Adjusted<br> EBITDAre $ 659,000 $ 704,000 $ 681,500
Hospitality Segment
Operating Income $ 405,500 $ 427,500 $ 416,500
Depreciation and amortization 179,500 187,000 183,250
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 4,000 4,500 4,250
Adjusted<br> EBITDAre $ 597,000 $ 629,000 $ 613,000
Entertainment Segment
Operating Income $ 76,000 $ 80,500 $ 78,250
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<br> EBITDAre $ 94,000 $ 104,000 $ 99,000
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<br> EBITDAre $ (32,000 ) $ (29,000 ) $ (30,500 )
Ryman Hospitality Properties, Inc.
Net Income available to common shareholders 222,500 232,500 $ 227,500
Depreciation and amortization 201,250 211,500 206,375
Adjustments for noncontrolling interest (8,000 ) (6,000 ) (7,000 )
Funds from Operations (FFO) available to common shareholders $ 415,750 $ 438,000 $ 426,875
Right of use amortization - 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 )
Amortization of deferred financing costs 10,000 12,000 11,000
Amortization of debt discounts and premiums 500 1,000 750
Deferred Taxes 5,000 6,000 5,500
Adjusted FFO available to common shareholders $ 437,000 $ 466,000 $ 451,500
22

Ryman Hospitality Properties, Inc. and Subsidiaries

Reconciliation of Forward-Looking Statements

Unaudited

(in thousands)

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

PRIOR GUIDANCE RANGE
FOR FULL YEAR 2023
Low High Midpoint
Ryman Hospitality Properties, Inc.
Net Income $ 223,500 $ 243,500 $ 233,500
Provision for income taxes 9,000 10,000 9,500
Interest Expense, net 182,500 188,000 185,250
Depreciation and amortization 189,250 199,500 194,375
EBITDAre $ 604,250 $ 641,000 $ 622,625
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
Other gains and (losses), net 250 1,500 875
Adjusted<br> EBITDAre $ 632,000 $ 675,000 $ 653,500
Hospitality Segment
Operating Income $ 391,500 $ 411,500 $ 401,500
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<br> EBITDAre $ 570,000 $ 600,000 $ 585,000
Entertainment Segment
Operating Income $ 76,000 $ 80,500 $ 78,250
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<br> EBITDAre $ 94,000 $ 104,000 $ 99,000
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<br> EBITDAre $ (32,000 ) $ (29,000 ) $ (30,500 )
Ryman Hospitality Properties, Inc.
Net Income available to common shareholders 222,500 232,500 $ 227,500
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 $ 403,750 $ 426,000 $ 414,875
Right of use amortization - 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 )
Amortization of deferred financing costs 10,000 12,000 11,000
Amortization of debt discounts and premiums 500 1,000 750
Deferred Taxes 5,000 6,000 5,500
Adjusted FFO available to common shareholders $ 425,000 $ 454,000 $ 439,500
23