Reconciliation of Consolidated Adjusted
EBITDAEBITDAre(1) to Net Income andSegment-Level Adjusted EBITDA(1) to Operating Income
(Loss)
(in thousands)
| | | | | | | | | | | | |
| | Twelve Months Ended December 31, | |
| | 2017 | | | | | | 2016 | |
Consolidated | | | | | | | | | | | | |
Revenue | | $ | 1,184,719 | | | | | | | $ | 1,149,207 | |
Net income | | $ | 176,100 | | | | | | | $ | 159,366 | |
Provision (benefit) for income taxes | | | (49,155) | | | | | | | | 3,400 | |
Other (gains) and losses, net | | | (928) | | | | | | | | (4,161) | |
Loss from joint ventures | | | 4,402 | | | | | | | | 2,794 | |
Interest expense, net | | | 54,233 | | | | | | | | 52,406 | |
| | | | | | | | | | | | |
Operating Income | | | 184,652 | | | | | | | | 213,805 | |
Depreciation & amortization | | | 111,959 | | | | | | | | 109,816 | |
Preopening costs | | | 1,926 | | | | | | | | - | |
Non-cash ground lease expense | | | 5,180 | | | | | | | | 5,243 | |
Equity-based compensation expense | | | 6,636 | | | | | | | | 6,128 | |
Pension settlement charge | | | 1,734 | | | | | | | | 1,715 | |
Impairment charges | | | 35,418 | | | | | | | | - | |
Interest income on Gaylord National bonds | | | 11,639 | | | | | | | | 11,410 | |
Pro rata adjusted EBITDA from joint ventures | | | (323) | | | | | | | | - | |
Other gains and (losses), net | | | 928 | | | | | | | | 4,161 | |
(Gain) loss on disposal of assets | | | 1,090 | | | | | | | | (2,084) | |
| | | | | | | | | | | | |
Consolidated Adjusted EBITDA | | $ | 360,839 | | | | | | | $ | 350,194 | |
| | | | | | | | | | | | |
Hospitality Segment | | | | | | | | | | | | |
Revenue | | $ | 1,059,660 | | | | | | | $ | 1,039,643 | |
Operating income | | $ | 188,299 | | | | | | | $ | 217,564 | |
Depreciation & amortization | | | 102,759 | | | | | | | | 100,186 | |
Preopening costs | | | 308 | | | | | | | | - | |
Non-cash lease expense | | | 5,119 | | | | | | | | 5,243 | |
Impairment charges | | | 35,418 | | | | | | | | - | |
Interest income on Gaylord National bonds | | | 11,639 | | | | | | | | 11,410 | |
Other gains and (losses), net | | | 2,604 | | | | | | | | 4,459 | |
Gain on disposal of assets | | | - | | | | | | | | (1,931) | |
| | | | | | | | | | | | |
Hospitality Segment Adjusted EBITDA | | $ | 346,146 | | | | | | | $ | 336,931 | |
| | | | | | | | | | | | |
Entertainment Segment | | | | | | | | | | | | |
Revenue | | $ | 125,059 | | | | | | | $ | 109,564 | |
Operating income | | $ | 31,974 | | | | | | | $ | 27,980 | |
Depreciation & amortization | | | 7,074 | | | | | | | | 7,034 | |
Preopening costs | | | 1,618 | | | | | | | | - | |
Non-cash lease expense | | | 61 | | | | | | | | - | |
Equity-based compensation | | | 805 | | | | | | | | 711 | |
Pro rata adjusted EBITDA from joint ventures | | | (323) | | | | | | | | - | |
Other gains and (losses), net | | | (431) | | | | | | | | - | |
Loss on disposal of assets | | | 431 | | | | | | | | - | |
| | | | | | | | | | | | |
Entertainment Segment Adjusted EBITDA | | $ | 41,209 | | | | | | | $ | 35,725 | |
| | | | | | | | | | | | |
| Consolidated
| | | $ | | | Margin | | | $ | | | Margin | |
| Revenue | | | $1,805,969 | | | | | | $939,373 | | | | |
| Net income (loss) | | | $134,948 | | | 7.5% | | | $(194,801) | | | (20.7)% | |
| Interest expense, net | | | 142,656 | | | | | | 119,662 | | | | |
| Provision for income taxes | | | 38,775 | | | | | | 4,957 | | | | |
| Depreciation and amortization | | | 208,616 | | | | | | 220,357 | | | | |
| (Gain) loss on sale of assets | | | 327 | | | | | | (315) | | | | |
| Pro rata EBITDAre from unconsolidated joint ventures | | | 89 | | | | | | 73 | | | | |
| EBITDAre | | | 525,411 | | | 29.1% | | | 149.933 | | | 16.0% | |
| Preopening costs | | | 532 | | | | | | 737 | | | | |
| Non-cash lease expense | | | 4,831 | | | | | | 4,375 | | | | |
| Equity-based compensation expense | | | 14,985 | | | | | | 12,104 | | | | |
| Pension settlement charge | | | 1,894 | | | | | | 1,379 | | | | |
| Interest income on Gaylord National bonds | | | 5,306 | | | | | | 5,502 | | | | |
| Loss on extinguishment of debt | | | 1,547 | | | | | | 2,949 | | | | |
| Transaction costs of acquisitions | | | 1,348 | | | | | | 360 | | | | |
| Adjusted EBITDAre | | | $555,854 | | | 30.8% | | | $177,339 | | | 18.9% | |
| Adjusted EBITDAre of noncontrolling interest in consolidated joint venture | | | (15,309) | | | | | | 1,017 | | | | |
| Consolidated Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture | | | $540,545 | | | 29.9% | | | $178,356 | | | 19.0% | |
(1)
| ToWe calculate Adjusted EBITDA we determine Operating Income,re, which represents Net Income (Loss) determinedis defined by NAREIT in its September 2017 white paper as net income (calculated in accordance with GAAP,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: loss (income) |
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;
any transaction costs of acquisitions;
interest income on bonds;
loss on extinguishment of debt;
pension settlement charges;
• | pro rata Adjusted EBITDAre from discontinued operations, net; provision (benefit) for income taxes; other (gains) and losses, net; loss on extinguishment of debt; (income) loss fromunconsolidated joint ventures; and interest expense, net. Adjusted EBITDA is then calculated as Operating Income, plus, to the extent the following adjustments occurred during the periods presented: depreciation and amortization; preopening costs; non-cash ground lease expense; equity-based compensation expense; impairment charges; any closing costs of completed acquisitions; interest income on Gaylord National bonds; other gains and (losses), net; (gains) losses on warrant settlements; pension settlement charges; pro-rata Adjusted EBITDA from joint ventures; (gains) losses on the disposal of assets; and any other adjustments we may identify. We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because this measure helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization) from our operating results. |
any other adjustments we have identified herein.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] w SCAN TO VIEW MATERIALS & VOTE RYMAN HOSPITALITY PROPERTIES, INC. ONE GAYLORD DRIVE NASHVILLE, TN 37214 VOTE BY INTERNET - www.proxyvote.com or scanWe then exclude the QR Barcode above Usepro 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 EBITDAre and Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture to evaluate our operating performance. We believe that the Internetpresentation of these non-GAAP financial measures provides useful information to transmit your voting instructionsinvestors regarding our operating performance and for electronic deliverydebt leverage metrics, and that the presentation of these non-GAAP financial measures, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. We make additional adjustments to EBITDAre when evaluating our performance because we believe that presenting Adjusted EBITDAre and Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture provides useful information up until 11:59 P.M. Eastern Time on May 2, 2018 (for sharesto investors regarding our operating performance and debt leverage metrics.
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
Company’s 401(k) Savings Plan, the voting deadline is 11:59 P.M. Eastern Time on May 1, 2018). Have your proxy card in hand when you access the web sitesame manner. The non-GAAP financial measures we present, and
follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any
touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 2, 2018 (for shares in the Company’s 401(k) Savings Plan, the voting deadline is 11:59 P.M. Eastern Time on May 1, 2018). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. E17234-P86457 RYMAN HOSPITALITY PROPERTIES, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain ! ! ! 1a. Michael J. Bender The Board of Directors recommends you vote FOR proposals 2 and 3. Against Abstain For ! ! ! ! ! ! 1b. Rachna Bhasin 2. To approve, on an advisory basis, the Company’s executive compensation. ! ! ! 1c. Alvin Bowles, Jr. 1d. Ellen Levine 1e. Fazal Merchant 1f. Patrick Q. Moore ! ! ! ! ! ! 1g. Robert S. Prather, Jr. 3. To ratify the appointment of Ernst & Young LLPrelated per share measures, should not be considered as
the Company’s independent registered public accounting firm for fiscal year 2018. ! ! ! 1h. Colin V. Reed ! ! ! The Board of Directors does not have a recommendation for voting on the following proposal: For Against Abstain 4. A stockholder proposal requesting a spin-offalternative measures of our
Entertainment business. NOTE: SuchNet 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
business as may properly come before the meeting or any adjournment thereof. 1i. Michael I. Roth Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. V.1.1
Important Notice Regarding the Availabilitycommitments and uncertainties. Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E17235-P86457 RYMAN HOSPITALITY PROPERTIES, INC. Annual Meetingour results of Stockholders May 3, 2018 10:00 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Colin V. Reed, Michael I. Roth and Scott J. Lynn, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of RYMAN HOSPITALITY PROPERTIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, Central Time on May 3, 2018, at the Gaylord Opryland Resort and Convention Center, 2800 Opryland Drive, Nashville, TN 37214, and any adjournment or postponement thereof. In their discretion the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. This proxy,operations, these non-GAAP financial measures, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. This proxy also provides voting instructions for shares held by Lincoln Financial Group, the Trustee for the Company’s 401(k) Savings Plan, and directs such Trustee to vote, as indicated on the reverse side of this card, any shares allocated to the account in this plan. The Trustee will vote these shares as you direct. The Trustee will vote allocated shares of the Company’s stock for which proxiesviewed individually, are not received in direct proportionnecessarily better indicators of any trend as compared to voting by allocated shares for which proxies are received. This card should be voted by 11:59 p.m. Eastern Time on May 1, 2018, for the Trustee to vote the plan shares. Continued and to be signed on reverse side V.1.1GAAP measures such as Net Income (Loss), Operating Income (Loss), or cash flow from operations.