8-K
Ryman Hospitality Properties, Inc. (RHP)
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): May 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 | |
| --- | --- | |
| (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) | |
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| ¨ | 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 |
| --- | --- | --- |
| 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 May 3, 2023, Ryman Hospitality Properties, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023 and providing updated guidance for certain financial measures for the remainder of 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 ended March 31, 2023 at 11:00 a.m. Eastern Time on Thursday, May 4, 2023.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Press Release of Ryman Hospitality Properties, Inc. dated May 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:<br>May 3, 2023 | By: | /s/ Scott J. Lynn |
| Name: | Scott J.<br>Lynn | |
| Title: | Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
Ryman Hospitality Properties, Inc. ReportsFirst Quarter 2023 Results
NASHVILLE, Tenn. (May 3, 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 ended March 31, 2023.
First Quarter 2023 Highlights and Recent Developments:
| • | The Company generated net income available to common stockholders of $61.3 million or $1.02 per dilutedshare, marking four consecutive quarters of profitability. |
|---|---|
| • | The Hospitality segment achieved record first quarter revenue of $424.4 million, driven by strengthin room rates and outside the room spend, with particular strength in catering revenue. |
| --- | --- |
| • | The Hospitality segment achieved a record first quarter average daily rate (ADR) of $238, an increaseof 3.8% from Q1 2022 and an increase of 18.3% from Q1 2019. |
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| • | During the quarter, the Company booked over 348,000 gross advanced group room nights for all futureyears, at an ADR of $251, an increase of 9.1% over Q1 2022 ADR for future bookings and 22.9% above Q1 2019 ADR for future bookings. |
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| • | Opry Entertainment Group (OEG) achieved record first quarter revenue, operating income, and AdjustedEBITDAre, led by a strong slate of live events, attendance across our portfolio, and the contribution of Block 21. |
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| • | The Company declared a cash dividend of $1.00 per share for the second quarter of 2023, increased from$0.75 per share for the first quarter of 2023. |
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| • | The Company increases its consolidated Full Year 2023 outlook to reflect strong Q1 2023 financial resultsand sustained confidence in the remainder of 2023. |
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Mark Fioravanti, President and Chief Executive Officer of Ryman Hospitality Properties, said, “Both sides of our business are off to a great start in 2023. We set multiple records in our Hospitality and Entertainment segments as the trends we saw during the last three quarters of 2022 continued in this first quarter. Our core group customers continued to travel at more typical pre-pandemic levels and our resorts remained popular leisure destinations, which contributed to strong rate growth and robust outside the room spending across our portfolio. In addition to this strong performance, we added to our healthy forward book of business in the first quarter, which sets us up well for the future. The demand for our live entertainment businesses in the first quarter exceeded our internal expectations and led to OEG’s record first quarter revenue, operating income and Adjusted EBITDAre. Combined with our strong Hospitality results, this healthy Entertainment performance has given us confidence to raise our full year 2023 guidance.”
First Quarter 2023 Results (as compared toFirst Quarter 2022):
($ in thousands, except per share amounts)
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | |||||||||
| 2023 | 2022 | % ∆ | |||||||
| Total Revenue | $ | 491,719 | $ | 299,135 | 64.4 | % | |||
| Operating income | $ | 105,650 | $ | 7,874 | 1241.8 | % | |||
| Operating income margin | 21.5 | % | 2.6 | % | 18.9 | pt | |||
| Net income (loss) | $ | 60,994 | $ | (24,797 | ) | 346.0 | % | ||
| Net income (loss) margin | 12.4 | % | -8.3 | % | 20.7 | pt | |||
| Net income (loss) available to common stockholders | $ | 61,320 | $ | (24,621 | ) | 349.1 | % | ||
| Net income (loss) available to common stockholders margin | 12.5 | % | -8.2 | % | 20.7 | pt | |||
| Net income (loss) available to common stockholders per diluted share | $ | 1.02 | $ | (0.45 | ) | 326.7 | % | ||
| Adjusted EBITDAre | $ | 157,675 | $ | 68,994 | 128.5 | % | |||
| Adjusted EBITDAre margin | 32.1 | % | 23.1 | % | 9.0 | pt | |||
| Adjusted EBITDAre, excluding noncontrolling interest<br> in consolidated joint venture | $ | 153,379 | $ | 68,994 | 122.3 | % | |||
| Adjusted EBITDAre, excluding noncontrolling interest<br> in consolidated joint venture margin | 31.2 | % | 23.1 | % | 8.1 | pt | |||
| Funds From Operations (FFO) available to common stockholders and unit holders | $ | 108,526 | $ | 31,222 | 247.6 | % | |||
| FFO available to common stockholders and unit holders per diluted share/unit | $ | 1.80 | $ | 0.56 | 221.4 | % | |||
| Adjusted FFO available to common stockholders and unit holders | $ | 113,593 | $ | 34,814 | 226.3 | % | |||
| Adjusted FFO available to common stockholders and unit holders per diluted share/unit | $ | 1.89 | $ | 0.63 | 200.0 | % |
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 stockholders and unit holders, and Adjusted FFO available to common stockholders 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 stockholders 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 stockholders and unit holders Definition” and “Supplemental Financial Results” below.
2
Hospitality Segment
($ in thousands, except ADR, RevPAR, and Total RevPAR)
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | |||||||||
| 2023 | 2022 | % ∆ | |||||||
| Hospitality Revenue | $ | 424,439 | $ | 261,111 | 62.6 | % | |||
| Hospitality operating income | $ | 106,070 | $ | 15,668 | 577.0 | % | |||
| Hospitality operating income margin | 25.0 | % | 6.0 | % | 19.0 | pt | |||
| Hospitality Adjusted EBITDAre | $ | 151,235 | $ | 70,332 | 115.0 | % | |||
| Hospitality Adjusted EBITDAre margin | 35.6 | % | 26.9 | % | 8.7 | pt | |||
| Hospitality Performance Metrics | |||||||||
| Occupancy | 72.3 | % | 47.3 | % | 25.0 | pt | |||
| Average Daily Rate (ADR) | $ | 237.95 | $ | 229.17 | 3.8 | % | |||
| RevPAR | $ | 172.08 | $ | 108.41 | 58.7 | % | |||
| Total RevPAR | $ | 452.94 | $ | 278.64 | 62.6 | % | |||
| Gross Definite Rooms Nights Booked | 348,648 | 422,045 | -17.4 | % | |||||
| Net Definite Rooms Nights Booked | 250,318 | 165,668 | 51.1 | % | |||||
| Group Attrition (as % of contracted block) | 15.5 | % | 32.1 | % | -16.6 | pt | |||
| Cancellations ITYFTY ^(1)^ | 32,220 | 170,419 | -81.1 | % | |||||
| (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 first 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, and property-level Adjusted EBITDAre to property-level Operating Income for each of the hotel properties.
Hospitality Segment Highlights
| • | Record first quarter revenue, operating income and Adjusted EBITDAre of $424.4 million, $106.1 million,and $151.2 million, respectively, were driven by strength in travel demand and exceptional results in food and beverage revenue. |
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| • | Hotel occupancy was 72.3% in Q1 2023, compared to 47.3% in Q1 2022 and 72.3% in Q1 2019. |
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| • | March 2023 set a record for highest monthly operating income and Adjusted EBITDAre for the Hospitalitysegment at $51.6 million and $66.6 million, respectively, surpassing December 2022. |
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| • | The Company recorded $9.7 million in cancellation and attrition fees in Q1 2023, as collections continueto decline. |
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| • | Room night production remained strong as new definite ADR for future bookings was a first quarter record. |
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3
Gaylord Opryland
| (<br>in thousands, except ADR, RevPAR, and Total RevPAR) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | % ∆ | |||||||
| Revenue | 111,806 | $ | 73,519 | 52.1 | % | |||
| Operating income | 31,695 | $ | 15,555 | 103.8 | % | |||
| Operating income margin | 28.3 | % | 21.2 | % | 7.1 | pt | ||
| Adjusted EBITDAre | 40,237 | $ | 24,131 | 66.7 | % | |||
| Adjusted EBITDAre margin | 36.0 | % | 32.8 | % | 3.2 | pt | ||
| Occupancy | 72.6 | % | 48.8 | % | 23.8 | pt | ||
| Average daily rate (ADR) | 240.19 | $ | 239.77 | 0.2 | % | |||
| RevPAR | 174.40 | $ | 116.98 | 49.1 | % | |||
| Total RevPAR | 430.16 | $ | 282.85 | 52.1 | % |
All values are in US Dollars.
Gaylord Palms
| (<br>in thousands, except ADR, RevPAR, and Total RevPAR) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | % ∆ | |||||||
| Revenue | 84,546 | $ | 59,848 | 41.3 | % | |||
| Operating income | 27,634 | $ | 15,858 | 74.3 | % | |||
| Operating income margin | 32.7 | % | 26.5 | % | 6.2 | pt | ||
| Adjusted EBITDAre | 34,275 | $ | 22,476 | 52.5 | % | |||
| Adjusted EBITDAre margin | 40.5 | % | 37.6 | % | 2.9 | pt | ||
| Occupancy | 79.5 | % | 55.6 | % | 23.9 | pt | ||
| Average daily rate (ADR) | 257.66 | $ | 256.19 | 0.6 | % | |||
| RevPAR | 204.78 | $ | 142.36 | 43.8 | % | |||
| Total RevPAR | 546.80 | $ | 387.07 | 41.3 | % |
All values are in US Dollars.
4
Gaylord Texan
| ( in thousands, except ADR, RevPAR, and Total RevPAR) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | % ∆ | |||||||
| Revenue | 86,398 | $ | 56,636 | 52.5 | % | |||
| Operating income | 28,088 | $ | 12,916 | 117.5 | % | |||
| Operating income margin | 32.5 | % | 22.8 | % | 9.7 | pt | ||
| Adjusted EBITDAre | 33,854 | $ | 19,614 | 72.6 | % | |||
| Adjusted EBITDAre margin | 39.2 | % | 34.6 | % | 4.6 | pt | ||
| Occupancy | 77.1 | % | 57.8 | % | 19.3 | pt | ||
| Average daily rate (ADR) | 230.83 | $ | 221.38 | 4.3 | % | |||
| RevPAR | 177.90 | $ | 128.06 | 38.9 | % | |||
| Total RevPAR | 529.21 | $ | 346.91 | 52.5 | % |
All values are in US Dollars.
Gaylord National
| ( in thousands, except ADR, RevPAR, and Total RevPAR) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | % ∆ | |||||||
| Revenue | 72,772 | $ | 32,587 | 123.3 | % | |||
| Operating income (loss) | 8,055 | -$ | 11,275 | 171.4 | % | |||
| Operating income (loss) margin | 11.1 | % | -34.6 | % | 45.7 | pt | ||
| Adjusted EBITDAre | 17,620 | -$ | 1,796 | 1081.1 | % | |||
| Adjusted EBITDAre margin | 24.2 | % | -5.5 | % | 29.7 | pt | ||
| Occupancy | 67.3 | % | 35.4 | % | 31.9 | pt | ||
| Average daily rate (ADR) | 239.70 | $ | 219.63 | 9.1 | % | |||
| RevPAR | 161.43 | $ | 77.73 | 107.7 | % | |||
| Total RevPAR | 405.10 | $ | 181.40 | 123.3 | % |
All values are in US Dollars.
5
Gaylord Rockies
| ( in thousands, except ADR, RevPAR, and Total RevPAR) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | % ∆ | |||||||
| Revenue | 64,047 | $ | 34,787 | 84.1 | % | |||
| Operating income (loss) | 10,868 | -$ | 16,784 | 164.8 | % | |||
| Operating income (loss) margin | 17.0 | % | -48.2 | % | 65.2 | pt | ||
| Adjusted EBITDAre | 24,913 | $ | 5,864 | 324.8 | % | |||
| Adjusted EBITDAre margin | 38.9 | % | 16.9 | % | 22.0 | pt | ||
| Occupancy | 69.9 | % | 39.2 | % | 30.7 | pt | ||
| Average daily rate (ADR) | 233.09 | $ | 213.46 | 9.2 | % | |||
| RevPAR | 162.97 | $ | 83.61 | 94.9 | % | |||
| Total RevPAR | 474.10 | $ | 257.51 | 84.1 | % |
All values are in US Dollars.
Entertainment Segment
For the three months ended March 31, 2023, and 2022, the Company reported the following:
| ($ in thousands) | Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | |||||||||
| 2023 | 2022 | % ∆ | |||||||
| Revenue | $ | 67,280 | $ | 38,024 | 76.9 | % | |||
| Operating income | $ | 10,391 | $ | 2,437 | 326.4 | % | |||
| Operating income margin | 15.4 | % | 6.4 | % | 9.0 | pt | |||
| Adjusted EBITDAre | $ | 14,346 | $ | 4,810 | 198.3 | % | |||
| Adjusted EBITDAre margin | 21.3 | % | 12.6 | % | 8.7 | pt |
Fioravanti continued, “Our core Nashville entertainment assets continue to see demand above pre-pandemic levels, which contributed to record first quarter revenue, operating income and Adjusted EBITDAre for the segment. We remain bullish on Nashville’s long-term prospects as a major international tourism destination and are excited to continue our investment in the downtown entertainment district by teaming up with global country music superstar and Opry member Luke Combs to rebrand and expand our Wildhorse Saloon venue into a multi-experiential destination. We look forward to sharing additional project details in the months ahead.”
6
Corporate and Other Segment
For the three months ended March 31, 2023, and 2022, the Company reported the following:
| ($ in thousands) | Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | |||||||||
| 2023 | 2022 | % ∆ | |||||||
| Operating loss | $ | (10,811 | ) | $ | (10,231 | ) | -5.7 | % | |
| Adjusted EBITDAre | $ | (7,906 | ) | $ | (6,148 | ) | -28.6 | % |
The increase in Corporate and Other Segment Operating loss and decrease in Adjusted EBITDAre for the 2023 period resulted from an increase in administrative and employment costs associated with the hiring of additional employees and increased wages to support the Company’s growth.
2023 Guidance
The Company is updating its 2023 business performance outlook based on current information as of May 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.
| ($ in millions, except per share figures) | New Guidance | New FY | Prior Guidance | Prior FY | Change | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full Year 2023 | 2023 Guidance | Full Year 2023 | 2023 Guidance | ||||||||||||||||||
| Low | High | Midpoint | Low | High | Midpoint | Midpoint | |||||||||||||||
| Consolidated Hospitality RevPAR growth | 11.0 | % | 13.5 | % | 12.3 | % | 9.0 | % | 12.0 | % | 10.5 | % | 1.8 | % | |||||||
| Consolidated Hospitality Total RevPAR growth | 8.5 | % | 10.5 | % | 9.5 | % | 6.5 | % | 9.5 | % | 8.0 | % | 1.5 | % | |||||||
| Operating Income | |||||||||||||||||||||
| Hospitality | $ | 391.5 | $ | 411.5 | $ | 401.5 | $ | 371.5 | $ | 391.5 | $ | 381.5 | $ | 20.0 | |||||||
| Entertainment | 76.0 | 80.5 | 78.3 | 69.0 | 73.5 | 71.3 | 7.0 | ||||||||||||||
| Corporate and Other | (44.0 | ) | (43.0 | ) | (43.5 | ) | (44.0 | ) | (43.0 | ) | (43.5 | ) | - | ||||||||
| Consolidated Operating Income | 423.5 | 449.0 | 436.3 | 396.5 | 422.0 | 409.3 | 27.0 | ||||||||||||||
| Adjusted EBITDAre | |||||||||||||||||||||
| Hospitality | $ | 570.0 | $ | 600.0 | $ | 585.0 | $ | 550.0 | $ | 580.0 | $ | 565.0 | $ | 20.0 | |||||||
| Entertainment | 94.0 | 104.0 | 99.0 | 87.0 | 97.0 | 92.0 | 7.0 | ||||||||||||||
| Corporate and Other | (32.0 | ) | (29.0 | ) | (30.5 | ) | (32.0 | ) | (29.0 | ) | (30.5 | ) | - | ||||||||
| Consolidated Adjusted EBITDAre | 632.0 | 675.0 | 653.5 | 605.0 | 648.0 | 626.5 | 27.0 | ||||||||||||||
| Net Income | $ | 223.5 | $ | 243.5 | $ | 233.5 | $ | 199.8 | $ | 216.0 | $ | 207.9 | $ | 25.6 | |||||||
| Net Income available to common shareholders | $ | 222.5 | $ | 232.5 | $ | 227.5 | $ | 200.0 | $ | 212.5 | $ | 206.3 | $ | 21.2 | |||||||
| Funds from Operations (FFO) available to common shareholders | $ | 403.8 | $ | 426.0 | $ | 414.9 | $ | 381.3 | $ | 406.0 | $ | 393.6 | $ | 21.3 | |||||||
| Adjusted FFO available to common shareholders | $ | 425.0 | $ | 454.0 | $ | 439.5 | $ | 392.5 | $ | 424.0 | $ | 408.3 | $ | 31.2 | |||||||
| Net Income available to common shareholders per diluted share | $ | 3.71 | $ | 3.88 | $ | 3.79 | $ | 3.35 | $ | 3.56 | $ | 3.45 | $ | 0.34 | |||||||
| Estimated Diluted Shares Outstanding | 60.0 | 60.0 | 60.0 | 59.7 | 59.7 | 59.7 | 0.3 |
Note: For reconciliations of Consolidated Adjusted EBITDAre guidance to Net Income, segment-level Adjusted EBITDAre to segment-level Operating Income, FFO available to common shareholders and Adjusted FFO available to common shareholders guidance to Net Income available to common shareholders, see “Reconciliation of Forward-Looking Statements” below.
7
Dividend Update
On February 23, 2023, the Company announced that it declared a quarterly cash dividend of $0.75 per common share, which was paid on April 17, 2023, to stockholders of record as of March 31, 2023.
Today, the Company declared its second quarter 2023 cash dividend of $1.00 per share of common stock, payable on July 17, 2023, 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.
Fioravanti concluded, “The strength of our first quarter performance and our healthy forward book of business supports the Board’s decision to raise the Company’s dividend again this quarter to $1.00 per share, which now exceeds the quarterly dividend rate that the Company had achieved prior to the onset of the COVID-19 pandemic. We are pleased with the strong recovery we have experienced on both sides of our business and look forward to continued growth and value creation for our stakeholders in the future.”
Balance Sheet/Liquidity Update
As of March 31, 2023, the Company had total debt outstanding of $2,866.9 million, net of unamortized deferred financing costs, and unrestricted cash of $318.5 million. As of March 31, 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.
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 months ended March 31, 2023.
Earnings Call Information
Ryman Hospitality Properties will hold a conference call to discuss this release tomorrow, May 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.
8
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.
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, 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.
9
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.
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; |
|---|
10
| · | 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; |
| --- | --- |
| · | transaction costs of acquisitions; |
| --- | --- |
| · | interest income on bonds; |
| --- | --- |
| · | loss on extinguishment of debt; |
| --- | --- |
| · | pension settlement charges; |
| --- | --- |
| · | pro rata Adjusted EBITDAre from unconsolidated joint<br>ventures; and |
| --- | --- |
| · | any other adjustments we have identified herein. |
| --- | --- |
We then exclude the pro rata share of Adjusted EBITDAre related to noncontrolling interests in consolidated joint ventures to calculate Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture.
We use EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture 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.
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.
11
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. |
| --- | --- |
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 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.
12
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 |
| ~or~ | |
| Ray Keeler, Vice President Finance and Strategic Planning | |
| Ryman Hospitality Properties, Inc. | |
| (615) 316-6485 | |
| rkeeler@rymanhp.com |
13
RYMANHOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In thousands, except per share data)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31 | ||||||
| 2023 | 2022 | |||||
| Revenues : | ||||||
| Rooms | $ | 161,251 | $ | 101,593 | ||
| Food and beverage | 215,804 | 112,116 | ||||
| Other hotel revenue | 47,384 | 47,402 | ||||
| Entertainment | 67,280 | 38,024 | ||||
| Total revenues | 491,719 | 299,135 | ||||
| Operating expenses: | ||||||
| Rooms | 42,059 | 30,136 | ||||
| Food and beverage | 115,181 | 71,329 | ||||
| Other hotel expenses | 103,059 | 86,643 | ||||
| Management fees | 15,195 | 5,064 | ||||
| Total hotel operating expenses | 275,494 | 193,172 | ||||
| Entertainment | 51,434 | 31,731 | ||||
| Corporate | 10,594 | 9,557 | ||||
| Preopening costs | 190 | 304 | ||||
| Loss on sale of assets | - | 469 | ||||
| Depreciation and amortization | 48,357 | 56,028 | ||||
| Total operating expenses | 386,069 | 291,261 | ||||
| Operating income | 105,650 | 7,874 | ||||
| Interest expense, net of amounts capitalized | (42,528 | ) | (31,937 | ) | ||
| Interest income | 2,547 | 1,381 | ||||
| Loss from consolidated joint ventures | (2,806 | ) | (2,627 | ) | ||
| Other gains and (losses), net | (236 | ) | 447 | |||
| Income (loss) before income taxes | 62,627 | (24,862 | ) | |||
| (Provision) benefit for income taxes | (1,633 | ) | 65 | |||
| Net income (loss) | 60,994 | (24,797 | ) | |||
| Net loss attributable to noncontrolling interest in consolidated joint venture | 763 | - | ||||
| Net (income) loss attributable to noncontrolling interest in Operating Partnership | (437 | ) | 176 | |||
| Net income (loss) available to common stockholders | $ | 61,320 | $ | (24,621 | ) | |
| Basic income (loss) per share available to common stockholders | $ | 1.11 | $ | (0.45 | ) | |
| Diluted income (loss) per share available to common stockholders ^(1)^ | $ | 1.02 | $ | (0.45 | ) | |
| Weighted average common shares for the period: | ||||||
| Basic | 55,182 | 55,086 | ||||
| Diluted ^(1)^ | 59,326 | 55,086 |
(1) Diluted weighted average common shares for the three months ended March 31, 2023 include 3.9 million 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.
14
RYMANHOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands)
| March 31 | Dec. 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| ASSETS: | ||||
| Property and equipment, net of accumulated depreciation | $ | 3,163,900 | $ | 3,171,708 |
| Cash and cash equivalents - unrestricted | 318,512 | 334,194 | ||
| Cash and cash equivalents - restricted | 95,113 | 110,136 | ||
| Notes receivable | 64,209 | 67,628 | ||
| Trade receivables, net | 147,215 | 116,836 | ||
| Prepaid expenses and other assets | 141,024 | 134,170 | ||
| Intangible assets | 104,706 | 105,951 | ||
| Total assets | $ | 4,034,679 | $ | 4,040,623 |
| LIABILITIES AND EQUITY: | ||||
| Debt and finance lease obligations | $ | 2,866,898 | $ | 2,862,592 |
| Accounts payable and accrued liabilities | 332,068 | 385,159 | ||
| Dividends payable | 42,189 | 14,121 | ||
| Deferred management rights proceeds | 166,715 | 167,495 | ||
| Operating lease liabilities | 126,188 | 125,759 | ||
| Deferred income tax liabilities, net | 13,682 | 12,915 | ||
| Other liabilities | 66,909 | 64,824 | ||
| Noncontrolling interest in consolidated joint venture | 319,753 | 311,857 | ||
| Total equity | 100,277 | 95,901 | ||
| Total liabilities and equity | $ | 4,034,679 | $ | 4,040,623 |
15
RYMANHOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
SUPPLEMENTALFINANCIAL RESULTS
ADJUSTEDEBITDAre RECONCILIATION
Unaudited
(in thousands)
| Three Months Ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||
| Margin | Margin | |||||||||
| Consolidated | ||||||||||
| Revenue | ||||||||||
| Net income (loss) | 12.4 | % | ) | -8.3 | % | |||||
| Interest expense, net | ||||||||||
| Provision (benefit) for income taxes | ) | |||||||||
| Depreciation & amortization | ||||||||||
| Loss on sale of assets | ||||||||||
| Pro rata EBITDAre from unconsolidated joint ventures | ||||||||||
| EBITDAre | 30.7 | % | 20.8 | % | ||||||
| Preopening costs | ||||||||||
| Non-cash lease expense | ||||||||||
| Equity-based compensation expense | ||||||||||
| Interest income on Gaylord National bonds | ||||||||||
| Transaction costs of acquisitions | ||||||||||
| Adjusted EBITDAre | 32.1 | % | 23.1 | % | ||||||
| Adjusted EBITDAre of noncontrolling interest in consolidated joint venture | ) | |||||||||
| Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture | 31.2 | % | 23.1 | % | ||||||
| Hospitality segment | ||||||||||
| Revenue | ||||||||||
| Operating income | 25.0 | % | 6.0 | % | ||||||
| Depreciation & amortization | ||||||||||
| Non-cash lease expense | ||||||||||
| Interest income on Gaylord National bonds | ||||||||||
| Adjusted EBITDAre | 35.6 | % | 26.9 | % | ||||||
| Entertainment segment | ||||||||||
| Revenue | ||||||||||
| Operating income | 15.4 | % | 6.4 | % | ||||||
| Depreciation & amortization | ||||||||||
| Preopening costs | ||||||||||
| Non-cash lease expense | ||||||||||
| Equity-based compensation | ||||||||||
| Transaction costs of acquisitions | ||||||||||
| Pro rata adjusted EBITDAre from unconsolidated joint ventures | ) | ) | ||||||||
| Adjusted EBITDAre | 21.3 | % | 12.6 | % | ||||||
| Corporate and Other segment | ||||||||||
| Operating loss | ) | ) | ||||||||
| Depreciation & amortization | ||||||||||
| Other gains and (losses), net | ) | |||||||||
| Equity-based compensation | ||||||||||
| Adjusted EBITDAre | ) | ) |
All values are in US Dollars.
16
RYMANHOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
SUPPLEMENTALFINANCIAL RESULTS
FUNDSFROM OPERATIONS ("FFO") AND ADJUSTED FFO RECONCILIATION
Unaudited
(in thousands, except per share data)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Consolidated | ||||||
| Net income (loss) | $ | 60,994 | $ | (24,797 | ) | |
| Noncontrolling interest in consolidated joint venture | 763 | - | ||||
| Net income (loss) available to common stockholders and unit holders | 61,757 | (24,797 | ) | |||
| Depreciation & amortization | 48,326 | 55,997 | ||||
| Adjustments for noncontrolling interest | (1,580 | ) | - | |||
| Pro rata adjustments from joint ventures | 23 | 22 | ||||
| FFO available to common stockholders and unit holders | 108,526 | 31,222 | ||||
| Right-of-use asset amortization | 31 | 31 | ||||
| Non-cash lease expense | 1,501 | 1,173 | ||||
| Loss on other assets | - | 469 | ||||
| Amortization of deferred financing costs | 2,674 | 2,229 | ||||
| Amortization of debt discounts and premiums | 506 | (73 | ) | |||
| Adjustments for noncontrolling interest | (412 | ) | - | |||
| Transaction costs of acquisitions | - | 178 | ||||
| Deferred tax provision (benefit) | 767 | (415 | ) | |||
| Adjusted FFO available to common stockholders and unit holders | $ | 113,593 | $ | 34,814 | ||
| Capital expenditures ^(1)^ | (23,888 | ) | (12,305 | ) | ||
| Adjusted FFO available to common stockholders and unit holders (ex. maintenance capex) | $ | 89,705 | $ | 22,509 | ||
| Basic net income (loss) per share | $ | 1.11 | $ | (0.45 | ) | |
| Diluted net income (loss) per share | $ | 1.02 | $ | (0.45 | ) | |
| FFO available to common stockholders and unit holders per basic share/unit | $ | 1.95 | $ | 0.56 | ||
| Adjusted FFO available to common stockholders and unit holders per basic share/unit | $ | 2.04 | $ | 0.63 | ||
| FFO available to common stockholders and unit holders per diluted share/unit ^(2)^ | $ | 1.80 | $ | 0.56 | ||
| Adjusted FFO available to common stockholders and unit holders per diluted share/unit ^(2)^ | $ | 1.89 | $ | 0.63 | ||
| Weighted average common shares and OP units for the period: | ||||||
| Basic | 55,577 | 55,481 | ||||
| Diluted ^(2)^ | 59,721 | 55,481 |
(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 ended March 31, 2023 include 3.9 million 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.
17
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL RESULTS
HOSPITALITY SEGMENT ADJUSTED EBITDAre RECONCILIATIONS AND OPERATING METRICS
Unaudited
(in thousands)
| Three Months Ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||
| Margin | Margin | |||||||||
| Hospitality segment | ||||||||||
| Revenue | ||||||||||
| Operating income | 25.0 | % | 6.0 | % | ||||||
| Depreciation & amortization | ||||||||||
| Non-cash lease expense | ||||||||||
| Interest income on Gaylord National bonds | ||||||||||
| Adjusted EBITDAre | 35.6 | % | 26.9 | % | ||||||
| Occupancy | % | % | ||||||||
| Average daily rate (ADR) | ||||||||||
| RevPAR | ||||||||||
| OtherPAR | ||||||||||
| Total RevPAR | ||||||||||
| Gaylord Opryland | ||||||||||
| Revenue | ||||||||||
| Operating income | 28.3 | % | 21.2 | % | ||||||
| Depreciation & amortization | ||||||||||
| Non-cash lease revenue | ) | ) | ||||||||
| Adjusted EBITDAre | 36.0 | % | 32.8 | % | ||||||
| Occupancy | % | % | ||||||||
| Average daily rate (ADR) | ||||||||||
| RevPAR | ||||||||||
| OtherPAR | ||||||||||
| Total RevPAR | ||||||||||
| Gaylord Palms | ||||||||||
| Revenue | ||||||||||
| Operating income | 32.7 | % | 26.5 | % | ||||||
| Depreciation & amortization | ||||||||||
| Non-cash lease expense | ||||||||||
| Adjusted EBITDAre | 40.5 | % | 37.6 | % | ||||||
| Occupancy | % | % | ||||||||
| Average daily rate (ADR) | ||||||||||
| RevPAR | ||||||||||
| OtherPAR | ||||||||||
| Total RevPAR | ||||||||||
| Gaylord Texan | ||||||||||
| Revenue | ||||||||||
| Operating income | 32.5 | % | 22.8 | % | ||||||
| Depreciation & amortization | ||||||||||
| Adjusted EBITDAre | 39.2 | % | 34.6 | % | ||||||
| Occupancy | % | % | ||||||||
| Average daily rate (ADR) | ||||||||||
| RevPAR | ||||||||||
| OtherPAR | ||||||||||
| Total RevPAR |
All values are in US Dollars.
18
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL RESULTS
HOSPITALITY SEGMENT ADJUSTED EBITDAre RECONCILIATIONS AND OPERATING METRICS
Unaudited
(in thousands)
| Three Months Ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||
| Margin | Margin | |||||||||
| Gaylord National | ||||||||||
| Revenue | ||||||||||
| Operating income (loss) | 11.1 | % | ) | -34.6 | % | |||||
| Depreciation & amortization | ||||||||||
| Interest income on Gaylord National bonds | ||||||||||
| Adjusted EBITDAre | 24.2 | % | ) | -5.5 | % | |||||
| Occupancy | % | % | ||||||||
| Average daily rate (ADR) | ||||||||||
| RevPAR | ||||||||||
| OtherPAR | ||||||||||
| Total RevPAR | ||||||||||
| Gaylord Rockies | ||||||||||
| Revenue | ||||||||||
| Operating income (loss) | 17.0 | % | ) | -48.2 | % | |||||
| Depreciation & amortization | ||||||||||
| Adjusted EBITDAre | 38.9 | % | 16.9 | % | ||||||
| Occupancy | % | % | ||||||||
| Average daily rate (ADR) | ||||||||||
| RevPAR | ||||||||||
| OtherPAR | ||||||||||
| Total RevPAR | ||||||||||
| The AC Hotel at National Harbor | ||||||||||
| Revenue | ||||||||||
| Operating loss | ) | -8.1 | % | ) | -25.3 | % | ||||
| Depreciation & amortization | ||||||||||
| Adjusted EBITDAre | 4.7 | % | ) | -5.0 | % | |||||
| Occupancy | % | % | ||||||||
| Average daily rate (ADR) | ||||||||||
| RevPAR | ||||||||||
| OtherPAR | ||||||||||
| Total RevPAR | ||||||||||
| The Inn at Opryland ^(1)^ | ||||||||||
| Revenue | ||||||||||
| Operating loss | ) | -3.5 | % | ) | -9.2 | % | ||||
| Depreciation & amortization | ||||||||||
| Adjusted EBITDAre | 8.8 | % | 5.8 | % | ||||||
| Occupancy | % | % | ||||||||
| Average daily rate (ADR) | ||||||||||
| RevPAR | ||||||||||
| OtherPAR | ||||||||||
| Total RevPAR |
All values are in US Dollars.
(1) Includes other hospitality revenue and expense
19
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL RESULTS
EARNINGS PER SHARE, FFO PER SHARE AND ADJUSTED FFO PER SHARE CALCULATIONS
Unaudited
(In thousands, except per share data)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31 | ||||||
| 2023 | 2022 | |||||
| Earnings per share: | ||||||
| Numerator: | ||||||
| Net income (loss) available to common stockholders | $ | 61,320 | $ | (24,621 | ) | |
| Net loss attributable to noncontrolling interest in consolidated joint venture | (763 | ) | - | |||
| Net income (loss) available to common stockholders - if-converted method | $ | 60,557 | $ | (24,621 | ) | |
| Denominator: | ||||||
| Weighted average shares outstanding - basic | 55,182 | 55,086 | ||||
| Effect of dilutive stock-based compensation | 281 | - | ||||
| Effect of dilutive put rights ^(1)^ | 3,863 | - | ||||
| Weighted average shares outstanding - diluted | 59,326 | 55,086 | ||||
| Basic income (loss) per share available to common stockholders | $ | 1.11 | $ | (0.45 | ) | |
| Diluted income (loss) per share available to common stockholders | $ | 1.02 | $ | (0.45 | ) | |
| FFO and Adjusted FFO per share: | ||||||
| Numerator - FFO: | ||||||
| FFO available to common stockholders and unit holders | $ | 108,526 | $ | 31,222 | ||
| Net loss attributable to noncontrolling interest in consolidated joint venture | (763 | ) | - | |||
| FFO available to common stockholders and unit holders- if-converted method | $ | 107,763 | $ | 31,222 | ||
| Numerator - Adjusted FFO: | ||||||
| Adjusted FFO available to common stockholders and unit holders | $ | 113,593 | $ | 34,814 | ||
| Net loss attributable to noncontrolling interest in consolidated joint venture | (763 | ) | - | |||
| Adjusted FFO available to common stockholders and unit holders - if-converted method | $ | 112,830 | $ | 34,814 | ||
| Denominator: | ||||||
| Weighted average shares and OP units outstanding - basic | 55,577 | 55,481 | ||||
| Effect of dilutive stock-based compensation | 281 | - | ||||
| Effect of dilutive put rights ^(1)^ | 3,863 | - | ||||
| Weighted average shares outstanding - diluted | 59,721 | 55,481 | ||||
| FFO available to common stockholders and unit holders per basic share/unit | $ | 1.95 | $ | 0.56 | ||
| Adjusted FFO available to common stockholders and unit holders per basic share/unit | $ | 2.04 | $ | 0.63 | ||
| FFO available to common stockholders and unit holders per diluted share/unit ^(1)^ | $ | 1.80 | $ | 0.56 | ||
| Adjusted FFO available to common stockholders and unit holders per diluted share/unit ^(1)^ | $ | 1.89 | $ | 0.63 |
(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.
20
Hospitality Segment
AdjustedEBITDAre reconciliation
Unaudited
(in thousands)
| Mar-23 | Dec-22 | |||
|---|---|---|---|---|
| Hospitality Segment | ||||
| Operating Income | $ | 51,618 | $ | 42,530 |
| Depreciation and Amortization | $ | 14,259 | $ | 14,252 |
| Non-cash lease expense | $ | 340 | $ | 351 |
| Interest income on bonds | $ | 424 | $ | 438 |
| Adjusted EBITDAre | $ | 66,640 | $ | 57,572 |
21
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")
| NEW GUIDANCE RANGE<br><br><br><br>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 |
22
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")
| PRIOR GUIDANCE RANGE<br> 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 |
23