UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
(Exact Name of Registrant as Specified in its Charter)
| ||
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
(Address of Principal Executive Offices)
(Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on | ||||
Title of Each Class | Trading Symbol(s) | Which Registered | ||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
| Outstanding as of July 31, 2021 |
Common Stock, par value $.01 | |
RYMAN HOSPITALITY PROPERTIES, INC.
FORM 10-Q
For the Quarter Ended June 30, 2021
INDEX
2
Part I – FINANCIAL INFORMATION
Item 1. – FINANCIAL STATEMENTS.
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
| June 30, |
| December 31, | |||
2021 | 2020 | |||||
ASSETS: |
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Property and equipment, net (including $ | $ | | $ | | ||
Cash and cash equivalents - unrestricted (including $ |
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Cash and cash equivalents - restricted |
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Notes receivable, net |
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Trade receivables, net |
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Prepaid expenses and other assets (including $ |
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Intangible assets, net (including $ | | | ||||
Total assets | $ | | $ | | ||
LIABILITIES AND EQUITY: |
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Debt and finance lease obligations (including $ | $ | | $ | | ||
Accounts payable and accrued liabilities (including $ |
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Dividends payable |
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Deferred management rights proceeds |
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Operating lease liabilities |
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Deferred income tax liabilities, net | | | ||||
Other liabilities (including $ |
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Total liabilities | | | ||||
Commitments and contingencies |
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Noncontrolling interest in consolidated joint venture | — | | ||||
Equity: | ||||||
Preferred stock, $ |
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Common stock, $.01 par value, |
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Additional paid-in capital |
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Treasury stock of |
| ( |
| ( | ||
Distributions in excess of retained earnings |
| ( |
| ( | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Total stockholders' equity (deficit) |
| ( |
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Noncontrolling interest in Operating Partnership | | | ||||
Total equity (deficit) | ( | | ||||
Total liabilities and equity | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except per share data)
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 |
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Revenues: |
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Rooms | $ | | $ | | $ | | $ | | |||||
Food and beverage |
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Other hotel revenue |
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Entertainment |
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Total revenues |
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Operating expenses: |
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Rooms |
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Food and beverage |
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Other hotel expenses |
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Management fees, net |
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| ( |
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Total hotel operating expenses |
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Entertainment |
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Corporate |
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Preopening costs |
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Gain on sale of assets | — | — | ( | ( | |||||||||
Credit loss on held-to-maturity securities | — | | — | | |||||||||
Depreciation and amortization | | | | | |||||||||
Total operating expenses |
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Operating loss |
| ( |
| ( |
| ( |
| ( | |||||
Interest expense |
| ( |
| ( |
| ( |
| ( | |||||
Interest income |
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Loss on extinguishment of debt | — | — | ( | — | |||||||||
Loss from unconsolidated joint ventures |
| ( |
| ( |
| ( |
| ( | |||||
Other gains and (losses), net |
| ( |
| ( |
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| ( | |||||
Loss before income taxes |
| ( |
| ( |
| ( |
| ( | |||||
Provision for income taxes |
| ( |
| ( |
| ( |
| ( | |||||
Net loss | ( | ( | ( | ( | |||||||||
Net loss attributable to noncontrolling interest in consolidated joint venture | | | | | |||||||||
Net loss attributable to noncontrolling interest in Operating Partnership | | — | | — | |||||||||
Net loss available to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Basic loss per share available to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Diluted loss per share available to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Comprehensive loss, net of taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Comprehensive loss, net of taxes, attributable to noncontrolling interest in consolidated joint venture | | | | | |||||||||
Comprehensive loss, net of taxes, attributable to noncontrolling interest in Operating Partnership | | — | | — | |||||||||
Comprehensive loss, net of taxes, available to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended | |||||||
June 30, | |||||||
| 2021 |
| 2020 |
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Cash Flows from Operating Activities: |
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Net loss | $ | ( | $ | ( | |||
Amounts to reconcile net loss to net cash flows used in operating activities: |
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Provision for deferred income taxes |
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Depreciation and amortization |
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Amortization of deferred financing costs |
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Credit loss on held-to-maturity securities | — | | |||||
Forfeiture of Block 21 earnest deposit | — | | |||||
Write-off of deferred financing costs |
| — | | ||||
Loss from unconsolidated joint ventures | | | |||||
Stock-based compensation expense |
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Changes in: |
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Trade receivables |
| ( | | ||||
Accounts payable and accrued liabilities |
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Other assets and liabilities |
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Net cash flows used in operating activities |
| ( |
| ( | |||
Cash Flows from Investing Activities: |
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Purchases of property and equipment |
| ( | ( | ||||
Purchase of land adjacent to Gaylord Rockies | ( | — | |||||
Purchase of additional interest in Gaylord Rockies joint venture | ( | — | |||||
Investment in other joint ventures |
| ( | ( | ||||
Other investing activities, net |
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Net cash flows used in investing activities |
| ( |
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Cash Flows from Financing Activities: |
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Net borrowings under revolving credit facility |
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Repayments under term loan B |
| ( | ( | ||||
Issuance of senior notes | | — | |||||
Redemption of senior notes | ( | — | |||||
Deferred financing costs paid |
| ( | ( | ||||
Redemption of noncontrolling interest in Operating Partnership | ( | — | |||||
Payment of dividends |
| ( | ( | ||||
Distributions from consolidated joint venture to noncontrolling interest partners | — | ( | |||||
Payment of tax withholdings for share-based compensation |
| ( | ( | ||||
Other financing activities, net |
| ( | ( | ||||
Net cash flows provided by (used in) financing activities |
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| ( | |||
Net change in cash, cash equivalents, and restricted cash |
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| ( | |||
Cash, cash equivalents, and restricted cash, beginning of period |
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Cash, cash equivalents, and restricted cash, end of period | $ | | $ | | |||
Reconciliation of cash, cash equivalents, and restricted cash to balance sheet: | |||||||
Cash and cash equivalents - unrestricted | $ | | $ | | |||
Cash and cash equivalents - restricted | |
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Cash, cash equivalents, and restricted cash, end of period | $ | | $ | | |||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
AND NONCONTROLLING INTEREST
(Unaudited)
(In thousands)
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| Distributions |
| Accumulated |
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| Noncontrolling |
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| Noncontrolling | |||||||||||||||
| Additional | in Excess of | Other | Total | Interest in | Interest in | |||||||||||||||||||||
| Common | Paid-in | Treasury | Retained | Comprehensive | Stockholders' | Operating | Total | Consolidated | ||||||||||||||||||
Stock | Capital | Stock | Earnings | Loss | Equity | Partnership | Equity | Joint Venture | |||||||||||||||||||
BALANCE, December 31, 2020 | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | $ | | $ | | |||||||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( |
| ( |
| ( | |||||||||
Other comprehensive income, net of income taxes |
| — |
| — |
| — |
| — |
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| — |
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| — | |||||||||
Redemption of noncontrolling interest in Operating Partnership | — | — | — | ( | — | ( | ( | ( | — | ||||||||||||||||||
Contribution to consolidated joint venture | — | — | — | — | — | — | — | — | | ||||||||||||||||||
Restricted stock units and stock options surrendered |
| — | ( |
| — |
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| — |
| ( |
| — |
| ( |
| — | ||||||||||
Stock-based compensation expense |
| — |
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| — |
| — |
| — |
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| — |
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| — | |||||||||
BALANCE, March 31, 2021 | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | $ | | $ | | |||||||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( |
| ( |
| ( | |||||||||
Other comprehensive income, net of income taxes |
| — |
| — |
| — |
| — |
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| — |
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| — | |||||||||
Purchase of remaining interest in consolidated joint venture | — | ( | — | — | — | ( | — | ( | ( | ||||||||||||||||||
Restricted stock units and stock options surrendered |
| | ( |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — | ||||||||||
Stock-based compensation expense |
| — |
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| — |
| — |
| — |
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| — |
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| — | |||||||||
BALANCE, June 30, 2021 | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( | $ | | $ | ( | $ | — | |||||||||
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| Distributions |
| Accumulated |
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| Noncontrolling |
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| Noncontrolling | |||||||||||||||
| Additional | in Excess of | Other | Total | Interest in | Interest in | |||||||||||||||||||||
| Common | Paid-in | Treasury | Retained | Comprehensive | Stockholders' | Operating | Total | Consolidated | ||||||||||||||||||
Stock | Capital | Stock | Earnings | Loss | Equity | Partnership | Equity | Joint Venture | |||||||||||||||||||
BALANCE, December 31, 2019 | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | — | $ | | $ | | |||||||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( |
| ( | |||||||||
Adjustment of noncontrolling interest to redemption value | — | — | — | | — | | — | | ( | ||||||||||||||||||
Transition adjustment related to adoption of ASU 2016-13 | — | — | — | ( | | ( | — | ( | — | ||||||||||||||||||
Other comprehensive loss, net of income taxes |
| — |
| — |
| — |
| — |
| ( |
| ( |
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| ( |
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Payment of dividends ($ |
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| ( |
| ( |
| — |
| ( |
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| ( |
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Restricted stock units and stock options surrendered |
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| ( |
| — |
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| — |
| ( |
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| ( |
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Stock-based compensation expense |
| — |
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| — |
| — |
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| — | |||||||||
BALANCE, March 31, 2020 | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | — | $ | | $ | | |||||||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( |
| ( | |||||||||
Adjustment of noncontrolling interest to redemption value | — | — | — | | — | | — | | ( | ||||||||||||||||||
Other comprehensive loss, net of income taxes |
| — |
| — |
| — |
| — |
| ( |
| ( |
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| ( |
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Payment of dividends |
| — |
| — |
| ( |
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Distribution from consolidated joint venture to noncontrolling interest partners | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||
Restricted stock units and stock options surrendered |
| — |
| ( |
| — |
| — |
| — |
| ( |
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| ( |
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Stock-based compensation expense |
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