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 6, 2019 (August 6, 2019)

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (615) 316-6000

(Former name or former address, if changed since 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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On August 6, 2019, Ryman Hospitality Properties, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2019 and providing updated guidance for 2019. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

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.

Exhibit 99.1

Ryman Hospitality Properties, Inc. Reports Second Quarter 2019 Results

NASHVILLE, Tenn. (August 6, 2019) – 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 second quarter ended June 30, 2019.

Second Quarter 2019 Results (As Compared to Second Quarter 2018):

Colin Reed, Chairman and Chief Executive Officer of Ryman Hospitality Properties, said, “We are very pleased with our second quarter results, as we continue to outperform our sector. We knew coming into the year that, on a year-over-year basis, the second quarter would be a modest performer for us given the group travel patterns during this time period. Our second quarter bookings were in line with our expectations and we are pleased with how our sales production funnel continues to build. Our unique group-focused hotel portfolio, strong advanced group bookings, recent capital investments, and the early performance of the Gaylord Rockies is really setting the stage for strong results in 2020 and beyond.

Not to be outdone, our Entertainment business also had a very good second quarter, thanks to strong performances at our Nashville-based attractions and the continued positive reception of our Ole Red brand. As we close the first half of 2019 and look out over the remainder of the year, we are pleased that our unique business model and approach to capital deployment continues to create long-term value for our shareholders. As such, we are increasing our full year guidance for both the Hospitality and Entertainment segments.”

Second Quarter 2019 Results (As Compared to Second Quarter 2018):

Consolidated Results

Note: For the Company’s definitions of Operating Income margin, Net Income available to common shareholders margin, Adjusted EBITDAre, Adjusted EBITDAre margin, Adjusted EBITDAre, excluding noncontrolling interest, Adjusted EBITDAre, excluding noncontrolling interest margin, FFO available to common shareholders, and Adjusted FFO available to common shareholders, as well as a reconciliation of the non-GAAP financial measure Adjusted EBITDAre to Net Income and a reconciliation of the non-GAAP financial measure Adjusted FFO available to common shareholders to Net Income, see “Calculation of GAAP Margin Figures,” “Non-GAAP Financial Measures,” “Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest Definition,” “Adjusted EBITDAre, Excluding Noncontrolling Interest Margin Definition,” “Adjusted FFO available to common shareholders Definition” and “Supplemental Financial Results” below.

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Hospitality Segment Results

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

Note: Hospitality and Same-Store Hospitality results include approximately 4,600 room nights out of service during second quarter 2019 and approximately 20,250 room nights out of service in the six months ended 6/30/2019 related to Gaylord Opryland renovations project.

Note: For the Company’s definitions of Revenue Per Available Room (RevPAR) and Total Revenue Per Available Room (Total RevPAR), see “Calculation of RevPAR, Other RevPAR, and Total RevPAR” below. Property-level results and operating metrics for second quarter 2019 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.

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Gaylord Opryland

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

Gaylord Opryland Highlights for Second Quarter 2019 (As Compared to Second Quarter 2018):

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Gaylord Palms    

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

Gaylord Palms Highlights for Second Quarter 2019 (As Compared to Second Quarter 2018):

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Gaylord Texan

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

Gaylord Texan Highlights for Second Quarter 2019 (As Compared to Second Quarter 2018):

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Gaylord National

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

Gaylord National Highlights for Second Quarter 2019 (As Compared to Second Quarter 2018):

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Gaylord Rockies ⁽¹⁾    

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

Reed continued, “The performance of the newly opened Gaylord Rockies continues to exceed our expectations, and I am pleased to report this hotel operated at a 78% occupancy level in June, just six months after opening its doors. The feedback we have received from meeting planners has been encouraging, and we are pleased with the reception and interest we are getting from both groups and transient customers. The recently completed property-level refinancing sets the hotel up well for the future, and ensures we have the financing in place should we move forward with a 300-room expansion. We anticipate a decision to be made to move forward on the project by the end of 2019 or early 2020. As much of our industry peer group seems to be struggling to identify attractive investment opportunities, we continue to invest in our existing assets for the future, further differentiating us from our hospitality REIT peers.”

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Entertainment Segment

For the three and six months ended June 30, 2019 and 2018, the Company reported the following:

Entertainment Segment Results

Reed continued, “Our Entertainment business continued its strong performance this quarter in Nashville, led by the Grand Ole Opry and the Ryman Auditorium. Our quarterly results also benefited from a strong start in Gatlinburg, Tennessee, which is home to our newest Ole Red location. With our Ole Red Orlando development beginning to take shape, and our other operating locations continuing to track in line with our expectations, we are energized by the opportunity we have to interact with country lifestyle consumers through this brand. We are similarly excited by the potential to reach an even greater number of fans through our recently announced joint venture with Gray Television to create a multi-platform country lifestyle television channel that will showcase our assets and the talented artists who play our venues. This channel is set to launch in early 2020, and we look forward to sharing more details in the months ahead.”

Corporate and Other Segment

For the three and six months ended June 30, 2019 and 2018, the Company reported the following:

Corporate and Other Segment Results

Corporate and Other Segment Operating Loss and Adjusted EBITDAre for the 2019 periods include increases in administrative and employment costs associated with supporting the Company’s growth initiatives in its Hospitality and Entertainment segments.

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Dividend Update

The Company paid its second quarter 2019 cash dividend of $0.90 per share of common stock on July 15, 2019 to stockholders of record on June 28, 2019. It is the Company’s current plan to distribute total 2019 annual dividends of approximately $3.60 per share in cash in equal quarterly payments with the remaining payments occurring in October of 2019 and January of 2020. Any future dividend is subject to the Board of Director’s determinations as to the amount of quarterly distributions and the timing thereof.

Balance Sheet/Liquidity Update

As of June 30, 2019, the Company had total debt outstanding of $2,494.1 million, net of unamortized deferred financing costs, and unrestricted cash of $103.8 million. Total debt outstanding includes $540.5 million of Gaylord Rockies joint venture debt and short-term loans, net of unamortized deferred financing costs. As of June 30, 2019, $529.0 million of borrowings were drawn under the revolving credit line of the Company’s credit facility, and the lending banks had issued approximately $1.0 million in letters of credit, which left $170.0 million of availability for borrowing under the credit facility.

Subsequent Events

Gaylord Rockies Refinancing

On July 2, 2019, the joint venture that owns the Gaylord Rockies Resort & Convention Center successfully completed the refinancing of its prior construction loan and mezzanine loan, which were scheduled to mature in December 2019. The new loan consists of an $800 million secured term loan facility and the option for an additional $80 million of borrowing capacity should the Gaylord Rockies joint venture decide to pursue a future expansion of the Gaylord Rockies. The new loan matures in July 2023 with three, one-year extension options and bears interest at LIBOR plus 2.50%. Concurrent with the loan closing, the Gaylord Rockies joint venture entered into an interest rate swap to fix the LIBOR portion of the interest rate at 1.65% for the first three years of the loan for an all-in rate of 4.15%. The Gaylord Rockies joint venture used the loan proceeds to repay the construction and mezzanine loans and, after repayment of expenses, distributed excess proceeds to its owners. The Company, which owned 61.2% of the Gaylord Rockies joint venture at the time of refinancing, received a distribution of approximately $153 million, which it used to repay a portion of its outstanding indebtedness under its revolving credit facility, leaving approximately $347.0 million of availability for borrowing at July 31, 2019.

Purchase of Gaylord Rockies Interest

On July 31, 2019, an affiliate of Ares Management, L.P., sold 0.9% of its remaining 1.4% interest in the Gaylord Rockies joint venture to the Company and 0.5% of its remaining interest to an affiliate of RIDA Development Corporation. The Company paid $5.5 million (net of closing true-ups) for the 0.9% interest. The transaction is not expected to have a material impact to the Company’s financial results. Subsequent to this transaction, the Company owns a 62.1% equity interest in the Gaylord Rockies joint venture.

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Guidance

The Company is updating its outlook for 2019 based on current information as of August 6, 2019. 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.

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

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Reed concluded, “As we pass the mid-year mark for 2019, I am pleased with how our businesses have performed thus far and the returns we are seeing from the capital investments made over the past few years. Given our performance across our Hospitality and Entertainment segments coupled with our expectations for the second half of this year, we are increasing our full year guidance. Our Hospitality segment continues to provide industry-leading results and we remain confident in our ability to capitalize on the strength of the group market and believe we will continue to outperform the broader hospitality sector. Furthermore, our Entertainment segment is off to a stellar start and we expect this performance to carry through the remainder of this year. We are lowering estimates for the Corporate segment to account for increases in administrative and employment costs associated with supporting the Company’s growth initiatives across its Hospitality and Entertainment segments.”

Earnings Call Information

Ryman Hospitality Properties will hold a conference call to discuss this release today at 11:30 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 REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of four upscale, meetings-focused resorts totaling 8,114 rooms that are managed by lodging operator Marriott International, Inc. under the Gaylord Hotels brand. The Company is a joint venture owner of the 1,501-room Gaylord Rockies Resort & Convention Center, which is also managed by Marriott International, Inc. under the Gaylord Hotels brand. Other owned assets managed by Marriott International, Inc. include Gaylord Springs Golf Links, the Wildhorse Saloon, the General Jackson Showboat, The Inn at Opryland, a 303-room overflow hotel adjacent to Gaylord Opryland and AC Hotel Washington, DC at National Harbor, a 192-room hotel near Gaylord National. The Company also owns and operates media and entertainment assets, including the Grand Ole Opry (opry.com), the legendary weekly showcase of country music’s finest performers for over 90 years; the Ryman Auditorium, the storied former home of the Grand Ole Opry located in downtown Nashville; 650 AM WSM, the Opry’s radio home; and Ole Red, a country lifestyle and entertainment brand. For additional information about Ryman Hospitality Properties, visit www.rymanhp.com.

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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 our business, estimated capital expenditures, new projects or investments, out-of-service rooms, the expected approach to making dividend payments, the board’s ability to alter the dividend policy at any time 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 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, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, which could be made at any time, the determination of Adjusted FFO available to common shareholders and REIT taxable income, and the Company’s ability to borrow funds pursuant to its credit agreement. 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, 2018 and its Quarterly Reports on Form 10-Q and subsequent filings. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

Additional Information

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

Calculation of RevPAR, Other 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 other revenue per available room (“Other RevPAR”) for our hotels by dividing all non-room revenue (food & beverage and other ancillary services revenue) by

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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. Rooms out of service for renovation are included in room nights available. Same-Store Hospitality RevPAR and Same-Store Hospitality Total RevPAR do not include the Gaylord Rockies.

Calculation of GAAP Margin Figures

We calculate Net Income available to common shareholders margin by dividing GAAP consolidated Net Income available to common shareholders by GAAP consolidated Total Revenue. We calculate consolidated, segment or property-level Operating Income Margin by dividing consolidated, segment or property-level GAAP Operating Income by consolidated, segment or property-level GAAP Revenue. Same-Store Operating Income Margin does not include the Gaylord Rockies.

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:

Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest Definition

We calculate EBITDAre, which is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) in its September 2017 white paper as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property or the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. Adjusted EBITDAre is then calculated as EBITDAre, plus to the extent the following adjustments occurred during the periods presented: preopening costs; non-cash ground lease expense; equity-based compensation expense; impairment charges that do not meet the NAREIT definition above; any transaction costs of completed acquisitions; interest income on bonds; pension settlement charges; pro rata Adjusted EBITDAre from unconsolidated joint ventures, and any other adjustments we have identified in this release. We then exclude noncontrolling interests in joint ventures to calculate Adjusted EBITDAre, Excluding Noncontrolling Interest. We make additional adjustments to EBITDAre when evaluating our performance because we believe that presenting Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, and adjustments for certain additional items provide useful information to investors regarding our operating performance and debt leverage metrics, and that the

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presentation of Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. Same-Store Hospitality Adjusted EBITDAre does not include the Gaylord Rockies.

Adjusted EBITDAre, Excluding Noncontrolling Interest Margin Definition

We calculate consolidated Adjusted EBITDAre, Excluding Noncontrolling Interest Margin by dividing consolidated Adjusted EBITDAre, Excluding Noncontrolling Interest by GAAP consolidated Total Revenue. We calculate consolidated, segment, or property-level Adjusted EBITDAre Margin by dividing segment, or property-level Adjusted EBITDAre by consolidated, segment, or property-level GAAP Revenue. We believe Adjusted EBITDAre, Excluding Noncontrolling Interest 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 and GAAP consolidated Total Revenue or segment or property-level GAAP Revenue, as applicable. Same-Store Adjusted EBITDAre Margin does not include the Gaylord Rockies.

Adjusted FFO available to common shareholders 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 (not including right-of-use amortization), 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. The clarifications did not change our calculation of FFO available to common shareholders and Adjusted FFO available to common shareholders for any historical period. To calculate Adjusted FFO available to common shareholders, 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; right-of-use asset amortization, write-offs of deferred financing costs, non-cash ground lease expense, amortization of debt discounts and amortization of deferred financing cost, pension settlement charges, additional pro rata adjustments from joint ventures, (gains) losses on other assets, transaction costs on completed acquisitions, deferred income tax expense (benefit), and (gains) losses on extinguishment of debt. FFO available to common shareholders and Adjusted FFO available to common shareholders (presented for 2019) exclude the ownership portion of Gaylord Rockies joint venture not controlled or owned by the Company.

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We believe that the presentation of FFO available to common shareholders and Adjusted FFO available to common shareholders provide useful information to investors regarding the performance of our ongoing operations because it is 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 FFO available to common shareholders and Adjusted FFO available to common shareholders as measures in determining our results after considering the impact of our capital structure. A reconciliation of Net Income (loss) to FFO available to common shareholders and a reconciliation of Net Income (loss) available to common shareholders to Adjusted FFO available to common shareholders are set forth below under “Supplemental Financial Results.”

We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, Adjusted EBITDAre, Excluding Noncontrolling Interest Margin, and Adjusted FFO available to common shareholders may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, Adjusted EBITDAre, Excluding Noncontrolling Interest Margin, and Adjusted FFO available to common shareholders, and any related per share measures, should not be considered as alternative measures of our Net Income (loss), operating performance, cash flow or liquidity. Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, and Adjusted FFO available to common shareholders 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 Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, Adjusted EBITDAre, Excluding Noncontrolling Interest Margin, and Adjusted FFO available to common shareholders 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), Net Income Margin, Operating Income (loss), Operating Income Margin, or cash flow from operations. In addition, you should be aware that adverse economic and market and other conditions may harm our cash flow.

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In thousands, except per share data)

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In thousands)

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

ADJUSTED EBITDAre RECONCILIATION

Unaudited

(in thousands)