SEC Filing | Ryman Hospitality Properties Inc.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-13079

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		73-0664379
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

One Gaylord Drive

Nashville, Tennessee 37214

(Address of Principal Executive Offices)

(Zip Code)

(615) 316-6000

(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
Common stock, par value $.01	RHP	New York Stock Exchange

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. ☒ Yes ☐ No

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). ☒ Yes ☐ No

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.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

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, 2023
Common Stock, par value $.01		59,706,488 shares

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC.

FORM 10-Q

For the Quarter Ended June 30, 2023

INDEX

		Page

Part I - Financial Information		3

Item 1. Financial Statements.		3

Condensed Consolidated Balance Sheets (Unaudited) – June 30, 2023 and December 31, 2022		3

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - For the Three and Six Months Ended June 30, 2023 and 2022		4

Condensed Consolidated Statements of Cash Flows (Unaudited) - For the Six Months Ended June 30, 2023 and 2022		5

Condensed Consolidated Statements of Equity (Deficit) and Noncontrolling Interest (Unaudited) - For the Three and Six Months Ended June 30, 2023 and 2022		6

Notes to Condensed Consolidated Financial Statements (Unaudited)		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		22

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		48

Item 4. Controls and Procedures.		48

Part II - Other Information		48

Item 1. Legal Proceedings.		48

Item 1A. Risk Factors.		48

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		49

Item 3. Defaults Upon Senior Securities.		49

Item 4. Mine Safety Disclosures.		49

Item 5. Other Information.		49

Item 6. Exhibits.		50

SIGNATURES		52

Table of Contents

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,
	2023		2022
ASSETS:
Property and equipment, net	$	3,931,077	$	3,171,708
Cash and cash equivalents - unrestricted		508,344		334,194
Cash and cash equivalents - restricted		105,565		110,136
Notes receivable, net		65,532		67,628
Trade receivables, net		105,209		116,836
Prepaid expenses and other assets		146,359		134,170
Intangible assets, net		128,569		105,951
Total assets	$	4,990,655	$	4,040,623

LIABILITIES AND EQUITY:
Debt and finance lease obligations	$	3,380,063	$	2,862,592
Accounts payable and accrued liabilities		347,087		385,159
Dividends payable		60,972		14,121
Deferred management rights proceeds		165,935		167,495
Operating lease liabilities		127,687		125,759
Deferred income tax liabilities, net		16,346		12,915
Other liabilities		66,200		64,824
Total liabilities		4,164,290		3,632,865
Commitments and contingencies
Noncontrolling interest in consolidated joint venture		327,649		311,857
Equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding		—		—
Common stock, $.01 par value, 400,000 shares authorized, 59,692 and 55,167 shares issued and outstanding, respectively		597		552
Additional paid-in capital		1,488,329		1,102,733
Treasury stock of 648 and 648 shares, at cost		(18,467)		(18,467)
Distributions in excess of retained earnings		(952,941)		(978,619)
Accumulated other comprehensive loss		(19,639)		(10,923)
Total stockholders' equity		497,879		95,276
Noncontrolling interest in Operating Partnership		837		625
Total equity		498,716		95,901
Total liabilities and equity	$	4,990,655	$	4,040,623

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Revenues:
Rooms	$	168,492	$	161,506	$	329,743	$	263,099
Food and beverage		197,908		188,083		413,712		300,199
Other hotel revenue		51,285		52,213		98,669		99,615
Entertainment		87,158		68,402		154,438		106,426
Total revenues		504,843		470,204		996,562		769,339

Operating expenses:
Rooms		40,272		41,238		82,331		71,374
Food and beverage		107,026		97,489		222,207		168,818
Other hotel expenses		104,590		99,284		207,649		185,927
Management fees, net		15,418		11,202		30,613		16,266
Total hotel operating expenses		267,306		249,213		542,800		442,385
Entertainment		57,088		45,670		108,522		77,401
Corporate		9,885		12,417		20,479		21,974
Preopening costs		67		221		257		525
Loss on sale of assets		—		—		—		469
Depreciation and amortization		48,257		56,715		96,614		112,743
Total operating expenses		382,603		364,236		768,672		655,497

Operating income		122,240		105,968		227,890		113,842
Interest expense		(49,179)		(33,958)		(91,707)		(65,895)
Interest income		5,318		1,379		7,865		2,760
Loss on extinguishment of debt		(2,252)		(1,547)		(2,252)		(1,547)
Loss from unconsolidated joint ventures		(2,153)		(3,001)		(4,959)		(5,628)
Other gains and (losses), net		(287)		(283)		(523)		164
Income before income taxes		73,687		68,558		136,314		43,696
Provision for income taxes		(3,544)		(17,634)		(5,177)		(17,569)
Net income		70,143		50,924		131,137		26,127

Net income attributable to noncontrolling interest in consolidated joint venture		(3,134)		(280)		(2,371)		(280)
Net income attributable to noncontrolling interest in Operating Partnership		(466)		(360)		(903)		(184)
Net income available to common stockholders	$	66,543	$	50,284	$	127,863	$	25,663

Basic income per share available to common stockholders	$	1.18	$	0.91	$	2.29	$	0.47
Diluted income per share available to common stockholders	$	1.15	$	0.91	$	2.17	$	0.46

Comprehensive income, net of taxes	$	67,719	$	49,626	$	122,421	$	34,815
Comprehensive income, net of taxes, attributable to noncontrolling interest in consolidated joint venture		(3,712)		(280)		(2,727)		(280)
Comprehensive income, net of taxes, attributable to noncontrolling interest in Operating Partnership		(454)		(351)		(846)		(246)
Comprehensive income, net of taxes, available to common stockholders	$	63,553	$	48,995	$	118,848	$	34,289

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Six Months Ended
	June 30,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	131,137	$	26,127
Amounts to reconcile net income to net cash flows provided by operating activities:
Provision for deferred income taxes		3,431		295
Depreciation and amortization		96,614		112,743
Amortization of deferred financing costs		5,307		4,538
Loss from unconsolidated joint ventures		4,959		5,628
Stock-based compensation expense		7,540		7,440
Changes in:
Trade receivables		26,369		(49,250)
Accounts payable and accrued liabilities		(66,046)		23,934
Other assets and liabilities		6,191		(3,842)
Net cash flows provided by operating activities		215,502		127,613

Cash Flows from Investing Activities:
Purchases of property and equipment		(78,173)		(24,715)
Collection of notes receivable		2,143		2,381
Purchase of Hill Country, net of cash acquired		(791,466)		—
Purchase of Block 21, net of cash acquired		—		(93,992)
Investment in Circle		(8,000)		(6,000)
Other investing activities, net		(10,004)		730
Net cash flows used in investing activities		(885,500)		(121,596)

Cash Flows from Financing Activities:
Net borrowings under revolving credit facility		—		(190,000)
Borrowings under term loan B		500,000		—
Repayments under term loan A		—		(300,000)
Repayments under term loan B		(376,250)		(2,500)
Borrowings under OEG revolving credit facility		7,000		—
Borrowings under OEG term loan		—		288,000
Repayments under OEG term loan		(1,500)		—
Repayments under Block 21 CMBS loan		(1,373)		(205)
Issuance of senior notes		400,000		—
Deferred financing costs paid		(23,679)		(14,750)
Issuance of common stock, net		395,444		—
Sale of noncontrolling interest in OEG		—		286,489
Payment of dividends		(55,746)		(284)
Payment of tax withholdings for share-based compensation		(4,180)		(3,885)
Other financing activities, net		(139)		(113)
Net cash flows provided by financing activities		839,577		62,752

Net change in cash, cash equivalents, and restricted cash		169,579		68,769
Cash, cash equivalents, and restricted cash, beginning of period		444,330		163,000
Cash, cash equivalents, and restricted cash, end of period	$	613,909	$	231,769

Reconciliation of cash, cash equivalents, and restricted cash to balance sheet:
Cash and cash equivalents - unrestricted	$	508,344	$	179,230
Cash and cash equivalents - restricted		105,565		52,539
Cash, cash equivalents, and restricted cash, end of period	$	613,909	$	231,769

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
AND NONCONTROLLING INTEREST

(Unaudited)

(In thousands)


							Distributions		Accumulated				Noncontrolling				Noncontrolling
			Additional				in Excess of		Other		Total		Interest in		Total		Interest in
	Common		Paid-in		Treasury		Retained		Comprehensive		Stockholders'		Operating		Equity		Consolidated
	Stock		Capital		Stock		Earnings		Loss		Equity		Partnership		(Deficit)		Joint Venture
BALANCE, December 31, 2022	$	552	$	1,102,733	$	(18,467)	$	(978,619)	$	(10,923)	$	95,276	$	625	$	95,901	$	311,857
Net income (loss)		—		—		—		61,320		—		61,320		437		61,757		(763)
Adjustment of noncontrolling interest to redemption value		—		(8,659)		—		—		—		(8,659)		—		(8,659)		8,659
Other comprehensive loss, net of income taxes		—		—		—		—		(6,292)		(6,292)		—		(6,292)		—
Payment of dividends ($0.75 per share)		—		106		—		(41,900)		—		(41,794)		(296)		(42,090)		—
Restricted stock units and stock options surrendered		1		(4,080)		—		—		—		(4,079)		—		(4,079)		—
Equity-based compensation expense		—		3,739		—		—		—		3,739		—		3,739		—
BALANCE, March 31, 2023	$	553	$	1,093,839	$	(18,467)	$	(959,199)	$	(17,215)	$	99,511	$	766	$	100,277	$	319,753
Net income		—		—		—		66,543		—		66,543		466		67,009		3,134
Adjustment of noncontrolling interest to redemption value		—		(4,762)		—		—		—		(4,762)		—		(4,762)		4,762
Other comprehensive loss, net of income taxes		—		—		—		—		(2,424)		(2,424)		—		(2,424)
Issuance of common stock, net		44		395,400		—		—		—		395,444		—		395,444		—
Payment of dividends ($1.00 per share)		—		154		—		(60,285)		—		(60,131)		(395)		(60,526)		—
Restricted stock units and stock options surrendered		—		(103)		—		—		—		(103)		—		(103)		—
Equity-based compensation expense		—		3,801		—		—		—		3,801		—		3,801		—
BALANCE, June 30, 2023	$	597	$	1,488,329	$	(18,467)	$	(952,941)	$	(19,639)	$	497,879	$	837	$	498,716	$	327,649


							Distributions		Accumulated				Noncontrolling				Noncontrolling
			Additional				in Excess of		Other		Total		Interest in		Total		Interest in
	Common		Paid-in		Treasury		Retained		Comprehensive		Stockholders'		Operating		Equity		Consolidated
	Stock		Capital		Stock		Earnings		Loss		Equity (Deficit)		Partnership		(Deficit)		Joint Venture
BALANCE, December 31, 2021	$	551	$	1,112,867	$	(18,467)	$	(1,088,105)	$	(29,080)	$	(22,234)	$	(159)	$	(22,393)	$	—
Net loss		—		—		—		(24,621)		—		(24,621)		(176)		(24,797)		—
Other comprehensive income, net of income taxes		—		—		—		—		9,986		9,986		—		9,986		—
Restricted stock units and stock options surrendered		—		(3,761)		—		—		—		(3,761)		—		(3,761)		—
Equity-based compensation expense		—		3,786		—		—		—		3,786		—		3,786		—
BALANCE, March 31, 2022	$	551	$	1,112,892	$	(18,467)	$	(1,112,726)	$	(19,094)	$	(36,844)	$	(335)	$	(37,179)	$	—
Net income		—		—		—		50,284		—		50,284		360		50,644		280
Other comprehensive loss, net of income taxes		—		—		—		—		(1,298)		(1,298)		—		(1,298)		—
Sale of noncontrolling interest in OEG		—		(9,467)		—		—		—		(9,467)		—		(9,467)		295,956
Restricted stock units and stock options surrendered		1		(124)		—		—		—		(123)		—		(123)		—
Equity-based compensation expense		—		3,654		—		—		—