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 September 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 October 31, 2023
Common Stock, par value $.01		59,708,499 shares

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC.

FORM 10-Q

For the Quarter Ended September 30, 2023

INDEX

		Page

Part I - Financial Information		3

Item 1. Financial Statements.		3

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

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

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

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

Notes to Condensed Consolidated Financial Statements (Unaudited)		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		23

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		51

Item 4. Controls and Procedures.		51

Part II - Other Information		52

Item 1. Legal Proceedings.		52

Item 1A. Risk Factors.		52

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		53

Item 3. Defaults Upon Senior Securities.		53

Item 4. Mine Safety Disclosures.		53

Item 5. Other Information.		53

Item 6. Exhibits.		54

SIGNATURES		55

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. – FINANCIAL STATEMENTS.

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


	September 30,		December 31,
	2023		2022
ASSETS:
Property and equipment, net	$	3,928,921	$	3,171,708
Cash and cash equivalents - unrestricted		543,076		334,194
Cash and cash equivalents - restricted		112,904		110,136
Notes receivable, net		60,512		67,628
Trade receivables, net		118,345		116,836
Prepaid expenses and other assets		173,642		134,170
Intangible assets, net		126,433		105,951
Total assets	$	5,063,833	$	4,040,623

LIABILITIES AND EQUITY:
Debt and finance lease obligations	$	3,374,787	$	2,862,592
Accounts payable and accrued liabilities		438,265		385,159
Dividends payable		61,381		14,121
Deferred management rights proceeds		165,632		167,495
Operating lease liabilities		129,037		125,759
Deferred income tax liabilities, net		17,810		12,915
Other liabilities		66,474		64,824
Total liabilities		4,253,386		3,632,865
Commitments and contingencies
Noncontrolling interest in consolidated joint venture		336,388		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, 59,708 and 55,167 shares issued and outstanding, respectively		597		552
Additional paid-in capital		1,480,501		1,102,733
Treasury stock of 648 and 648 shares, at cost		(18,467)		(18,467)
Distributions in excess of retained earnings		(971,995)		(978,619)
Accumulated other comprehensive loss		(19,692)		(10,923)
Total stockholders' equity		470,944		95,276
Noncontrolling interest in Operating Partnership		3,115		625
Total equity		474,059		95,901
Total liabilities and equity	$	5,063,833	$	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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenues:
Rooms	$	180,309	$	154,940	$	510,052	$	418,039
Food and beverage		202,850		186,188		616,562		486,387
Other hotel revenue		63,039		49,474		161,708		149,089
Entertainment		82,313		77,153		236,751		183,579
Total revenues		528,511		467,755		1,525,073		1,237,094

Operating expenses:
Rooms		45,879		41,366		128,210		112,740
Food and beverage		117,435		103,221		339,642		272,039
Other hotel expenses		122,748		103,321		330,397		289,248
Management fees, net		15,947		11,276		46,560		27,542
Total hotel operating expenses		302,009		259,184		844,809		701,569
Entertainment		56,222		54,148		164,744		131,549
Corporate		10,103		9,449		30,582		31,423
Preopening costs		168		—		425		525
Loss on sale of assets		—		—		—		469
Depreciation and amortization		58,086		47,969		154,700		160,712
Total operating expenses		426,588		370,750		1,195,260		1,026,247

Operating income		101,923		97,005		329,813		210,847
Interest expense		(58,521)		(40,092)		(150,228)		(105,987)
Interest income		6,112		1,378		13,977		4,138
Loss on extinguishment of debt		—		—		(2,252)		(1,547)
Loss from unconsolidated joint ventures		(12,566)		(2,720)		(17,525)		(8,348)
Other gains and (losses), net		5,993		2,058		5,470		2,222
Income before income taxes		42,941		57,629		179,255		101,325
Provision for income taxes		(2,156)		(10,178)		(7,333)		(27,747)
Net income		40,785		47,451		171,922		73,578

Net (income) loss attributable to noncontrolling interest in consolidated joint venture		715		(1,887)		(1,656)		(2,167)
Net income attributable to noncontrolling interest in Operating Partnership		(273)		(323)		(1,176)		(507)
Net income available to common stockholders	$	41,227	$	45,241	$	169,090	$	70,904

Basic income per share available to common stockholders	$	0.69	$	0.82	$	2.96	$	1.29
Diluted income per share available to common stockholders	$	0.64	$	0.79	$	2.78	$	1.28

Comprehensive income, net of taxes	$	40,732	$	55,917	$	163,153	$	90,732
Comprehensive (income) loss, net of taxes, attributable to noncontrolling interest in consolidated joint venture		537		(1,887)		(2,190)		(2,167)
Comprehensive income, net of taxes, attributable to noncontrolling interest in Operating Partnership		(272)		(383)		(1,118)		(629)
Comprehensive income, net of taxes, available to common stockholders	$	40,997	$	53,647	$	159,845	$	87,936

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)


	Nine Months Ended
	September 30,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	171,922	$	73,578
Amounts to reconcile net income to net cash flows provided by operating activities:
Provision for deferred income taxes		4,894		4,545
Depreciation and amortization		154,700		160,712
Amortization of deferred financing costs		7,989		7,178
Loss from unconsolidated joint ventures		17,525		8,348
Stock-based compensation expense		11,480		11,134
Changes in:
Trade receivables		13,233		(55,346)
Accounts payable and accrued liabilities		11,721		44,094
Other assets and liabilities		(23,535)		(8,273)
Net cash flows provided by operating activities		369,929		245,970

Cash Flows from Investing Activities:
Purchases of property and equipment		(122,150)		(48,219)
Collection of notes receivable		5,903		3,718
Purchase of Hill Country, net of cash acquired		(791,466)		—
Purchase of Block 21, net of cash acquired		—		(93,992)
Investment in Circle		(10,500)		(10,207)
Other investing activities, net		(9,998)		838
Net cash flows used in investing activities		(928,211)		(147,862)

Cash Flows from Financing Activities:
Net repayments 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		(377,500)		(3,750)
Borrowings under OEG term loan		—		288,000
Repayments under OEG term loan		(2,250)		—
Repayments under Block 21 CMBS loan		(2,054)		(847)
Issuance of senior notes		400,000		—
Deferred financing costs paid		(23,400)		(15,212)
Issuance of common stock, net		395,444		—
Sale of noncontrolling interest in OEG		—		286,218
Payment of dividends		(115,861)		(296)
Payment of tax withholdings for share-based compensation		(4,249)		(4,361)
Other financing activities, net		(198)		(157)
Net cash flows provided by financing activities		769,932		59,595

Net change in cash, cash equivalents, and restricted cash		211,650		157,703
Cash, cash equivalents, and restricted cash, beginning of period		444,330		163,000
Cash, cash equivalents, and restricted cash, end of period	$	655,980	$	320,703

Reconciliation of cash, cash equivalents, and restricted cash to balance sheet:
Cash and cash equivalents - unrestricted	$	543,076	$	224,696
Cash and cash equivalents - restricted		112,904		96,007
Cash, cash equivalents, and restricted cash, end of period	$	655,980	$	320,703

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
Net income (loss)		—		—		—		41,227		—		41,227		273		41,500		(715)
Adjustment of noncontrolling interest to redemption value		—		(9,454)		—		—		—		(9,454)		—		(9,454)		9,454
Reallocation of noncontrolling interest in Operating Partnership		—		(2,401)		—		—		—		(2,401)		2,401		—		—
Other comprehensive loss, net of income taxes		—		—		—		—		(53)		(53)		—		(53)		—
Payment of dividends ($1.00 per share)		—		156		—		(60,281)		—		(60,125)		(396)		(60,521)		—
Restricted stock units and stock options surrendered		—		(69)		—				—		(69)		—		(69)		—
Equity-based compensation expense		—		3,940		—		—		—		3,940		—		3,940		—
BALANCE, September 30, 2023	$	597	$	1,480,501	$	(18,467)	$	(971,995)	$	(19,692)	$	470,944	$	3,115	$	474,059	$	336,388

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 (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