Ryman Hospitality Properties, Inc. Reports Second Quarter 2023 Results

Second Quarter 2023 Highlights and Recent Developments:

• The Company generated consolidated net income of $70.1 million and a quarterly record consolidated Adjusted EBITDAre of $174.7 million.
• Hospitality segment achieved second quarter record revenue of $417.7 million, driven by second quarter record average daily rate (ADR), resulting in a quarterly record operating income and the second-best Adjusted EBITDAre performance of any quarter in the segment’s history.
• During the quarter, the Company booked over 650,000 gross advanced group room nights for all future years, at a record ADR of $265, an increase of 8.9% over Q2 2022 ADR for future bookings.
• Opry Entertainment Group (OEG), our Entertainment segment, set record quarterly revenue, operating income and Adjusted EBITDAre as OEG continues to experience strong demand.
• Completed the acquisition of JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) on June 30, 2023, adding a premier, group-oriented resort to Ryman’s hospitality portfolio, attesting to Ryman’s growth-oriented business strategy.
• Patrick Moore was appointed Chief Executive Officer of OEG, responsible for overseeing OEG’s growth plan, day-to-day operations, and business development activities.
• The Company is revising its consolidated Full Year 2023 outlook to include the acquisition of JW Marriott Hill Country.

Mark Fioravanti, President and Chief Executive Officer of Ryman Hospitality Properties, said, “We are pleased with our financial results this quarter. Continued strong group demand produced record second-quarter revenue and ADR performance for our Gaylord Hotels portfolio. The demand for our live entertainment assets continued to grow as well, as our Entertainment segment delivered record quarterly revenue, operating income and Adjusted EBITDAre. We were especially pleased to see the continued momentum in our business given the industry-wide softening in domestic leisure travel.

In addition to these record results, we added to our healthy forward book of business as lead volumes, bookings and rate continued to grow. Given the strength we see in the group segment in the years ahead, we were pleased to announce our acquisition of the JW Marriott Hill Country. This beautiful resort complements our existing portfolio and provides an additional destination for our group and leisure customers. We are already hard at work exploring organic growth opportunities and synergies within our portfolio to better serve both group and leisure customers in the years ahead.”

Second Quarter 2023 Results (as compared to Second Quarter 2022):

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 shareholders and unit holders, and Adjusted FFO available to common shareholders 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 shareholders 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 shareholders and unit holders Definition” and “Supplemental Financial Results” below.

Hospitality Segment

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 second 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/(Loss), and property-level Adjusted EBITDAre to property-level Operating Income/(Loss) for each of the hotel properties.

Second Quarter 2023 Hospitality Segment Highlights

• Achieved second quarter record revenue of $417.7 million, driven by second quarter record ADR of almost $245, an increase of 4.4% from Q2 2022.
• Actualized room nights in the second quarter were strong, as 528,000 group room nights traveled, a 3.6% increase over Q2 2022.
• Q2 2023 Hotel occupancy was 72.7%, flat to the prior year quarter.
• As expected, Adjusted EBITDAre and Adjusted EBITDAre margin were impacted by the continued return to normalized attrition and cancellation fees and management fees.
• Attrition and cancellation fee collections declined to $10.3 million, as compared to the $15.4 million collected in Q2 2022, and incentive management fees earned by Marriott increased to $7.0 million in the quarter, up from $3.0 million in Q2 2022.
• Room night production remained strong as ADR for new definite future bookings was an all-time record.

Entertainment Segment

For the three and six months ended June 30, 2023, and 2022, the Company reported the following:

Fioravanti continued, “Our Entertainment segment continues to produce record financial results, as demand for live entertainment remains above pre-pandemic levels. Our Nashville-based assets again delivered excellent performance with our marquee venues at the Grand Ole Opry and the Ryman Auditorium leading the way. In addition, we were pleased to announce our former Board of Directors member Patrick Moore was appointed as Chief Executive Officer of Opry Entertainment Group. Patrick joins us at an important and exciting time for this segment, and I look forward to working with him as we continue growing this unique business.”

Corporate and Other Segment

For the three and six months ended June 30, 2023, and 2022, the Company reported the following:

Fioravanti concluded, “This was a busy quarter for the Company from a financing perspective as we completed a number of important financing transactions, including a refinancing of our revolver and Term Loan B, a common stock offering and high yield notes offering used to fund the JW Marriott Hill Country acquisition, and an extension of the Gaylord Rockies Term Loan. These financing transactions position us to continue investing in our portfolio in accordance with our long-term strategy while maintaining ample flexibility to pursue additional opportunities in both our Hospitality and Entertainment businesses.”

2023 Guidance

The Company is updating its 2023 business performance outlook to reflect the acquisition of JW Marriott Hill Country, based on current information as of August 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.

Note: For reconciliations of Consolidated Adjusted EBITDAre guidance to Net Income and segment-level Adjusted EBITDAre to segment-level Operating Income, see “Reconciliation of Forward-Looking Statements” below.

Dividend Update
On July 17, the Company paid the previously announced quarterly cash dividend of $1.00 per common share, which was paid 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$3.75per share in cash. Future dividends are subject to the Board’s future determinations as to amount and timing.

Balance Sheet/Liquidity Update
As of June 30, 2023, the Company had total debt outstanding of $3,380.1 million, net of unamortized deferred financing costs, and unrestricted cash of $508.3 million. As of June 30, 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.

Quarter Events

Closed Acquisition of JW Marriott Hill Country Resort & Spa

On June 30, 2023, the Company closed the acquisition of the JW Marriott Hill Country in San Antonio, Texas from affiliates of Blackstone Real Estate Income Trust. Located amid approximately 600 acres in the Texas Hill Country, the JW Marriott Hill Country, which opened in 2010, is a premier group-oriented resort with 1,002 rooms and 268,000 total square feet of indoor and outdoor meeting and event space. The resort’s amenities include the 26,000-square-foot Lantana Spa; eight food and beverage outlets; the 9-acre River Bluff water experience; and TPC San Antonio featuring two 18-hole golf courses, the Greg Norman-designed Oaks Course and the Pete Dye-designed Canyons course. The property resides in an attractive and growing market with no emerging competitive supply, and naturally complements our existing Gaylord Hotels portfolio. We believe the property offers significant opportunities to serve the group and leisure sides of our business.

Closed Upsized Common Stock Offering and Full Exercise of Underwriters’ Over-Allotment Option

On June 9, 2023, the Company closed an upsized underwritten registered public offering of 4,427,500 shares of its common stock, par value $0.01 per share, at a price to the public of $93.25 per share (the “Equity Offering”). The shares sold in the Equity Offering included 577,500 shares sold through the underwriters’ option to purchase additional shares of common stock, which were delivered at the time of the closing of the Equity Offering. The Company received aggregate net proceeds from the sale of the common stock of approximately $395 million, after deducting underwriting discounts and commissions and other expenses of the Equity Offering payable by the Company.

Closed Offering of $400 Million of 7.250% Senior Notes Due 2028

On June 22, 2023, RHP Hotel Properties, LP (the “Operating Partnership”) and RHP Finance Corporation (together with the Operating Partnership, the “Issuers”), completed a private placement (the “Notes Offering”) of $400 million aggregate principal amount of 7.250% senior notes due 2028 (the “Notes”). The Notes are senior unsecured obligations of the Issuers and are guaranteed by the Company and the Company’s and the Operating Partnership’s subsidiaries that guarantee the Operating Partnership’s existing credit facility, the 4.750% senior unsecured notes due 2027 and the 4.50% senior unsecured notes due 2029. The aggregate net proceeds from the Notes Offering were approximately $393 million, after deducting the initial purchasers’ discounts and commissions and other expenses of the Notes Offering payable by the Issuers. Net proceeds of the Equity Offering and the Notes Offering, together with cash on hand, were used to fund the purchase of the JW Marriott Hill Country.

Credit Facility Refinancing

On May 18, 2023, the Company successfully completed a series of refinancing transactions that extends the maturities of the $700 million revolving credit facility and $500 million term loan B and eliminates mortgage collateral requirements in its credit facility. The Company refinanced its existing $700 million revolving credit facility, extending its maturity from 2024 to 2027, with the option to extend the maturity date for a maximum of one additional year. The Company also refinanced its secured $500 million term loan B, which previously had an outstanding balance of $370 million, to a new $500 million term loan B, all of which was drawn at closing. The maturity of the term loan B has been extended from 2024 to 2030.

Earnings Call Information

Ryman Hospitality Properties will hold a conference call to discuss this release tomorrow, August 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.

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 entertainment experiences. The Company’s holdings include 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, five of the top ten largest non-gaming convention center hotels in the United States based on total indoor meeting space. The Company also owns the JW Marriott San Antonio Hill Country Resort & Spa as well as two ancillary hotels adjacent to our Gaylord Hotels properties. The Company’s hotel portfolio is managed by Marriott International and includes a combined total of 11,414 rooms as well as more than 3 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 OEG 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.

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, statements regarding the Company’s integration of the JW Marriott Hill Country and the Company’s pursuit of additional value creation opportunities at the JW Marriott Hill Country 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 effects of inflation on the Company’s business, including the effects on costs of labor and supplies and effects on group customers at the Company’s hotels and customers in OEG’s businesses, the Company’s ability to remain qualified as a REIT, the Company’s ability to execute our 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, the Company’s ability to borrow funds pursuant to its credit agreements and to refinance indebtedness and/or to successfully amend the agreements governing its indebtedness in the future, changes in interest rates, any effects of COVID-19 on the Company’s and the hospitality and entertainment industries generally, the Company’s integration of the JW Marriott Hill Country, the Company’s ability to identify and capitalize on additional value creation opportunities at the JW Marriott Hill Country and the occurrence of any event, change or other circumstance that could limit the Company’s ability to capitalize on any additional value creation opportunities it identifies at the JW Marriott Hill Country. 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 theU.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 endedDecember 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.

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 September2017 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 in the affiliate, and adjustments to reflect the entity’s share of EBITDAreof 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 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 EBITDArefrom unconsolidated joint 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 EBITDAreand 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 EBITDArewhen evaluating our performance because we believe that presenting Adjusted EBITDAreand 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.

FFO, Adjusted FFO, and Adjusted FFO available to common stockholders and unit holders Definition
We calculate FFO,which definition is clarified by NAREIT in its December2018 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 of 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.
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.