Core Insights - Ryman Hospitality Properties (NYSE: RHP) focuses on upscale and meeting-oriented destination hotels across various urban and resort markets in the U.S., which has resulted in strong earnings visibility and a clear growth trajectory for the REIT [1] Group 1: Company Overview - Ryman Hospitality Properties operates in the upscale hotel sector, emphasizing meeting-focused destinations [1] - The company's portfolio spans urban and resort markets, enhancing its market presence and revenue potential [1] Group 2: Market Dynamics - The equity market serves as a significant mechanism for wealth creation or destruction over the long term, influenced by daily price fluctuations [1] - Pacifica Yield aims to capitalize on long-term wealth creation by focusing on undervalued high-growth companies, high-dividend stocks, REITs, and green energy firms [1]

Core Insights - Ryman Hospitality Properties (NYSE: RHP) focuses on upscale and meeting-oriented destination hotels across various urban and resort markets in the U.S., which has resulted in strong earnings visibility and a clear growth trajectory for the REIT [1] Group 1: Company Overview - Ryman Hospitality Properties operates in the upscale hotel sector, emphasizing meeting-focused destinations [1] - The company's portfolio spans urban and resort markets, contributing to its robust financial performance [1] Group 2: Market Dynamics - The equity market serves as a significant mechanism for wealth creation or destruction over the long term, influenced by daily price fluctuations [1] - Pacifica Yield aims to capitalize on long-term wealth creation by focusing on undervalued high-growth companies, high-dividend stocks, REITs, and green energy firms [1]

Core Viewpoint - Ryman Hospitality Properties, Inc. has declared a third quarter cash dividend of $1.15 per share, to be paid on October 15, 2025, to stockholders of record as of September 30, 2025 [1]. Company Overview - Ryman Hospitality Properties, Inc. is a leading lodging and hospitality real estate investment trust specializing in upscale convention center resorts and entertainment experiences [2]. - The company's portfolio includes five of the top seven largest non-gaming convention center hotels in the U.S., with properties such as Gaylord Opryland Resort & Convention Center and Gaylord Palms Resort & Convention Center, totaling 12,364 rooms and over 3 million square feet of meeting space [2]. - Ryman Hospitality also holds a 70% controlling interest in Opry Entertainment Group, which includes iconic country music brands and various entertainment venues [2].

Core Viewpoint - Ryman Hospitality Properties, Inc. will release its third quarter 2025 earnings results on November 3, 2025, and will hold a conference call on November 4, 2025, to discuss the results [1]. Company Overview - Ryman Hospitality Properties, Inc. is a leading lodging and hospitality real estate investment trust specializing in upscale convention center resorts and entertainment experiences [3]. - The company owns five of the top seven largest non-gaming convention center hotels in the U.S. based on total indoor meeting space, including Gaylord Opryland Resort & Convention Center and Gaylord Palms Resort & Convention Center [3]. - The hotel portfolio managed by Marriott International includes a total of 12,364 rooms and over 3 million square feet of indoor and outdoor meeting space across top convention and leisure destinations [3]. - Ryman Hospitality Properties holds approximately 70% controlling ownership interest in Opry Entertainment Group, which includes iconic country music brands and various entertainment venues [3].

Core Insights - Ryman Hospitality Properties, Inc. has appointed Eric Bolton to its Board of Directors, effective immediately, increasing the board size from nine to ten members [1][3]. Company Overview - Ryman Hospitality Properties, Inc. is a leading lodging and hospitality real estate investment trust (REIT) specializing in upscale convention center resorts and entertainment experiences [3]. - The company's portfolio includes five of the top seven largest non-gaming convention center hotels in the U.S., with a total of 12,364 rooms and over 3 million square feet of meeting space [3]. - Ryman Hospitality also holds a 70% controlling interest in Opry Entertainment Group, which includes iconic country music brands and various entertainment venues [3]. Leadership Background - Eric Bolton has over 20 years of experience in the REIT sector, having previously led Mid-America Apartment Communities, Inc. as CEO and currently serving as Executive Chairman [2]. - Bolton's experience in navigating economic cycles and scaling operations aligns with Ryman's management philosophy [2].

[PART I – FINANCIAL INFORMATION](index=5&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for the company [ITEM 1. – FINANCIAL STATEMENTS.](index=5&type=section&id=Item%201.%20%E2%80%93%20Financial%20Statements.) This section presents the unaudited condensed consolidated financial statements of Ryman Hospitality Properties, Inc. and its subsidiaries for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, cash flows, and equity, along with detailed notes providing context and breakdowns of key financial items and recent transactions [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | % Change | | :--------------------------------- | :-------------- | :---------------- | :------- | :--------- | | Total Assets | $6,110,620 | $5,217,573 | $893,047 | 17.1% | | Property and equipment, net | $4,926,280 | $4,124,382 | $801,898 | 19.4% | | Intangible assets and goodwill, net | $294,921 | $116,376 | $178,545 | 153.4% | | Total Liabilities | $4,866,889 | $4,282,991 | $583,898 | 13.6% | | Debt and finance lease obligations | $3,975,213 | $3,378,396 | $596,817 | 17.7% | | Total Equity | $842,445 | $552,637 | $289,808 | 52.4% | [Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Unaudited)) This section outlines the company's financial performance, including revenues, expenses, and net income over specific periods Three Months Ended June 30, 2025 vs 2024 (in thousands, except per share data) | Metric | 2025 | 2024 | Change (YoY) | | :--------------------------------- | :----- | :----- | :----------- | | Total Revenues | $659,515 | $613,290 | +7.5% | | Total Operating Expenses | $520,090 | $445,219 | +16.8% | | Operating Income | $139,425 | $168,071 | -17.0% | | Net Income | $75,875 | $104,740 | -27.6% | | Net Income Available to Common Stockholders | $71,753 | $100,805 | -28.8% | | Diluted Income Per Share | $1.12 | $1.65 | -32.1% | Six Months Ended June 30, 2025 vs 2024 (in thousands, except per share data) | Metric | 2025 | 2024 | Change (YoY) | | :--------------------------------- | :----- | :----- | :----------- | | Total Revenues | $1,246,795 | $1,141,635 | +9.2% | | Total Operating Expenses | $991,249 | $877,183 | +13.0% | | Operating Income | $255,546 | $264,452 | -3.4% | | Net Income | $138,889 | $147,501 | -5.8% | | Net Income Available to Common Stockholders | $134,714 | $143,861 | -6.4% | | Diluted Income Per Share | $2.13 | $2.31 | -7.8% | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) This section details the cash inflows and outflows from operating, investing, and financing activities Cash Flow Activities Six Months Ended June 30, 2025 vs 2024 (in thousands) | Cash Flow Activity | 2025 | 2024 | Change (YoY) | | :--------------------------------- | :------- | :------- | :----------- | | Net Cash Flows from Operating Activities | $220,719 | $191,794 | +15.1% | | Net Cash Flows Used in Investing Activities | $(1,062,805) | $(184,899) | +474.8% | | Net Cash Flows from Financing Activities | $716,563 | $(157,057) | N/A (swing from use to provide) | | Net Change in Cash, Cash Equivalents, and Restricted Cash | $(125,523) | $(150,162) | +16.4% (less negative) | - Key Investing Activities (Six Months Ended June 30, 2025): * Purchase of JW Marriott Desert Ridge, net of cash acquired: **$(861,958) thousand** * Purchases of property and equipment: **$(182,238) thousand**[12](index=12&type=chunk) - Key Financing Activities (Six Months Ended June 30, 2025): * Issuance of senior notes: **$625,000 thousand** * Issuance of common stock, net: **$275,532 thousand** * Payment of distributions: **$(139,721) thousand**[12](index=12&type=chunk) [Condensed Consolidated Statements of Equity and Noncontrolling Interest (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20and%20Noncontrolling%20Interest%20(Unaudited)) This section presents changes in equity, including common stock, retained earnings, and noncontrolling interests Equity Components at June 30, 2025 (in thousands) | Equity Component | Amount | | :--------------------------------- | :------- | | Common Stock | $630 | | Additional Paid-in Capital | $1,734,330 | | Treasury Stock | $(25,139) | | Distributions in Excess of Retained Earnings | $(894,236) | | Accumulated Other Comprehensive Loss | $(15,155) | | Total Stockholders' Equity | $800,430 | | Noncontrolling Interests | $42,015 | | **Total Equity** | **$842,445** | - Significant Changes (Six Months Ended June 30, 2025): * Net income: **$138,889 thousand** (total, includes noncontrolling interest) * Issuance of common stock, net: **$275,532 thousand** * Dividends and distributions declared: **$(140,818) thousand** * Purchase of interest in consolidated joint venture: **$36,270 thousand**[14](index=14&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed explanations and disclosures for various financial statement line items and transactions [1. BASIS OF PRESENTATION](index=10&type=section&id=Note%201.%20Basis%20of%20Presentation) This note describes the company's business model as a REIT and its accounting policy adoptions - The Company operates as a real estate investment trust (REIT) since January 1, 2013, specializing in group-oriented, destination hotel assets, including five Gaylord Hotels and two JW Marriott resorts (JW Marriott San Antonio Hill Country and JW Marriott Phoenix Desert Ridge, effective June 10, 2025)[17](index=17&type=chunk) - The Company owns an approximate **70% controlling equity interest** in Opry Entertainment Group (OEG), which includes entertainment and media assets like the Grand Ole Opry, Ryman Auditorium, Ole Red, Category 10, Block 21, and Southern Entertainment (acquired January 3, 2025)[18](index=18&type=chunk) - The Company retrospectively adopted ASU No. 2023-07 (Improvements to Reportable Segment Disclosures) for fiscal year 2024 and interim periods beginning 2025, with no material impact on financial statements. It is evaluating ASU No. 2023-09 (Income Tax Disclosures) and ASU No. 2024-03 (Expense Disaggregation Disclosures) for future periods, not anticipating material impacts[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) [2. JW MARRIOTT DESERT RIDGE TRANSACTION](index=12&type=section&id=Note%202.%20JW%20MARRIOTT%20DESERT%20RIDGE%20TRANSACTION) This note details the acquisition of JW Marriott Desert Ridge, including its funding and acquired assets - On June 10, 2025, the Company purchased JW Marriott Desert Ridge for approximately **$865 million**, funded by **$275.5 million** from a common stock offering and **$614 million** from senior notes[26](index=26&type=chunk) Net Assets Acquired for JW Marriott Desert Ridge (as of June 10, 2025, in thousands) | Asset | Amount | | :-------------------------- | :------- | | Property and equipment | $747,377 | | Intangible assets | $114,875 | | Total assets acquired | $887,777 | | Net assets acquired | $869,510 | [3. REVENUES](index=14&type=section&id=Note%203.%20REVENUES) This note provides a breakdown of revenues by major source and hospitality segment location Revenues by Major Source (Three Months Ended June 30, in thousands) | Source | 2025 | 2024 | | :--------------------------------- | :------- | :------- | | Hotel group rooms | $145,622 | $145,869 | | Hotel transient rooms | $55,278 | $53,628 | | Hotel food and beverage - banquets | $174,564 | $190,201 | | Hotel food and beverage - outlets | $75,827 | $69,185 | | Hotel other | $64,920 | $60,204 | | Entertainment admissions/ticketing | $65,426 | $34,356 | | Entertainment food and beverage | $45,688 | $34,587 | | Entertainment retail and other | $32,190 | $25,260 | | **Total revenues** | **$659,515** | **$613,290** | Revenues by Major Source (Six Months Ended June 30, in thousands) | Source | 2025 | 2024 | | :--------------------------------- | :------- | :------- | | Hotel group rooms | $290,196 | $277,270 | | Hotel transient rooms | $99,936 | $95,860 | | Hotel food and beverage - banquets | $361,533 | $365,651 | | Hotel food and beverage - outlets | $142,121 | $128,818 | | Hotel other | $120,155 | $112,958 | | Entertainment admissions/ticketing | $90,977 | $56,922 | | Entertainment food and beverage | $80,872 | $59,857 | | Entertainment retail and other | $61,005 | $44,299 | | **Total revenues** | **$1,246,795** | **$1,141,635** | Total Hospitality Segment Revenues by Location (Six Months Ended June 30, in thousands) | Location | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Gaylord Opryland | $226,643 | $234,187 | | Gaylord Palms | $161,506 | $154,262 | | Gaylord Texan | $168,871 | $168,799 | | Gaylord National | $164,242 | $156,643 | | Gaylord Rockies | $152,670 | $140,658 | | JW Marriott Hill Country | $121,849 | $112,791 | | JW Marriott Desert Ridge | $5,349 | — | | AC Hotel | $6,260 | $6,929 | | Inn at Opryland and other | $6,551 | $6,288 | | **Total Hospitality segment revenues** | **$1,013,941** | **$980,557** | [4. INCOME PER SHARE](index=15&type=section&id=Note%204.%20INCOME%20PER%20SHARE) This note presents basic and diluted income per share and explains potential dilution from OEG Put Rights Basic and Diluted Income Per Share (Three Months Ended June 30) | Metric | 2025 | 2024 | | :--------------------------------- | :----- | :----- | | Basic income per share | $1.17 | $1.68 | | Diluted income per share | $1.12 | $1.65 | Basic and Diluted Income Per Share (Six Months Ended June 30) | Metric | 2025 | 2024 | | :--------------------------------- | :----- | :----- | | Basic income per share | $2.22 | $2.41 | | Diluted income per share | $2.13 | $2.31 | - Potential dilution for OEG Put Rights is calculated using the if-converted method, assuming conversion of the minority investor's equity interest into common stock[31](index=31&type=chunk) [5. ACCUMULATED OTHER COMPREHENSIVE LOSS](index=15&type=section&id=Note%205.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20LOSS) This note details components and changes in accumulated other comprehensive loss, including pension liabilities and derivatives - Accumulated other comprehensive loss includes amounts related to a frozen noncontributory defined benefit pension plan, interest rate derivatives designated as cash flow hedges, and an other-than-temporary impairment of a held-to-maturity investment[33](index=33&type=chunk) Changes in Accumulated Other Comprehensive Loss (Six Months Ended June 30, 2025, in thousands) | Component | Balance Dec 31, 2024 | Net OCI | Balance June 30, 2025 | | :--------------------------------- | :------------------- | :-------- | :-------------------- | | Minimum Pension Liability | $(12,120) | $(294) | $(12,414) | | Temporary Impairment of Investment | $(2,667) | $105 | $(2,562) | | Interest Rate Derivatives | $(385) | $206 | $(179) | | **Total** | **$(15,172)** | **$17** | **$(15,155)** | [6. PROPERTY AND EQUIPMENT](index=16&type=section&id=Note%206.%20PROPERTY%20AND%20EQUIPMENT) This note provides a breakdown of property and equipment, net, and highlights changes over the period Property and Equipment, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :-------------- | :---------------- | | Land and land improvements | $725,277 | $613,870 | | Buildings | $5,195,698 | $4,593,839 | | Furniture, fixtures and equipment | $1,505,236 | $1,329,039 | | Construction-in-progress | $137,377 | $110,897 | | **Property and equipment, net** | **$4,926,280** | **$4,124,382** | - Net property and equipment increased by **$801.898 million (19.4%)** from December 31, 2024, to June 30, 2025[35](index=35&type=chunk) [7. NOTES RECEIVABLE](index=16&type=section&id=Note%207.%20NOTES%20RECEIVABLE) This note describes governmental bonds held as notes receivable and related interest income - The Company holds governmental bonds (Series A and Series B) related to the Gaylord National development, with a total carrying value of **$57.9 million** at June 30, 2025. The Series B bond is fully reserved[36](index=36&type=chunk)[39](index=39&type=chunk) Interest Income on Notes Receivable (in thousands) | Period | 2025 | 2024 | | :--------------------------------- | :----- | :----- | | Three Months Ended June 30 | $1,100 | $1,200 | | Six Months Ended June 30 | $2,200 | $2,400 | [8. DEBT](index=18&type=section&id=Note%208.%20DEBT) This note details the company's debt and finance lease obligations, including recent issuances and repayments Debt and Finance Lease Obligations (in thousands) | Debt Type | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :-------------- | :---------------- | | Term Loan B | $291,324 | $292,791 | | Senior Notes, 4.75% due 2027 | $700,000 | $700,000 | | Senior Notes, 7.25% due 2028 | $400,000 | $400,000 | | Senior Notes, 4.50% due 2029 | $600,000 | $600,000 | | Senior Notes, 6.50% due 2032 | $1,000,000 | $1,000,000 | | Senior Notes, 6.50% due 2033 | $625,000 | — | | OEG Term Loan | $427,423 | $299,250 | | Block 21 CMBS Loan | — | $128,967 | | **Total debt** | **$3,975,213** | **$3,378,396** | - The Company issued **$625.0 million** in 6.50% senior notes due 2033 on June 4, 2025, with net proceeds of approximately **$614 million** used to fund a portion of the JW Marriott Desert Ridge acquisition[43](index=43&type=chunk)[47](index=47&type=chunk) - On April 28, 2025, OEG subsidiaries borrowed an incremental term loan of **$130 million**, increasing the OEG term loan to **$428.5 million**, which was used to defease the Block 21 CMBS Loan in full[49](index=49&type=chunk)[50](index=50&type=chunk) [9. DEFERRED MANAGEMENT RIGHTS PROCEEDS](index=22&type=section&id=Note%209.%20DEFERRED%20MANAGEMENT%20RIGHTS%20PROCEEDS) This note explains the deferred management rights proceeds and their amortization as a reduction in management fee expense - Deferred management rights proceeds of **$190.0 million** from the 2012 sale of Gaylord Hotels brand and management rights to Marriott are amortized on a straight-line basis over 65 years as a reduction in management fee expense[56](index=56&type=chunk)[57](index=57&type=chunk) [10. LEASES](index=24&type=section&id=Note%2010.%20LEASES) This note outlines the company's lease obligations, including operating and finance lease costs and weighted-average terms - The Company is a lessee for various properties, including Gaylord Palms, a portion of JW Marriott Desert Ridge, and several Ole Red locations[58](index=58&type=chunk) Net Lease Costs (in thousands) | Period | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $5,135 | $4,901 | $10,048 | $9,567 | | Finance lease cost | $61 | $47 | $106 | $96 | | **Net lease cost** | **$5,196** | **$4,948** | **$10,154** | **$9,663** | - The weighted-average remaining lease term for operating leases is **42.9 years**, and for finance leases is **2.5 years**[59](index=59&type=chunk) [11. STOCK PLANS](index=26&type=section&id=Note%2011.%20STOCK%20PLANS) This note details restricted stock unit grants and equity-based compensation expense - During the six months ended June 30, 2025, the Company granted **0.2 million** restricted stock units with a weighted-average grant date fair value of **$100.99 per unit**[61](index=61&type=chunk) Equity-Based Compensation Expense (in thousands) | Period | 2025 | 2024 | | :--------------------------------- | :----- | :----- | | Three Months Ended June 30 | $3,500 | $3,400 | | Six Months Ended June 30 | $7,100 | $7,200 | [12. INCOME TAXES](index=26&type=section&id=Note%2012.%20INCOME%20TAXES) This note explains the company's REIT tax status and provides the income tax provision for its TRSs - As a REIT, the Company is generally not subject to federal corporate income taxes on distributed income but pays federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (TRSs)[63](index=63&type=chunk) Income Tax Provision Related to TRSs (in thousands) | Period | 2025 | 2024 | | :--------------------------------- | :----- | :----- | | Three Months Ended June 30 | $7,848 | $12,200 | | Six Months Ended June 30 | $12,007 | $12,730 | - The Company is evaluating the potential tax implications of the One Big Beautiful Bill Act (OBBBA), enacted July 4, 2025, but does not expect a material impact on its financial statements[65](index=65&type=chunk) [13. COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=Note%2013.%20COMMITMENTS%20AND%20CONTINGENCIES) This note discloses legal proceedings and management's assessment of their potential financial impact - The Company is involved in a personal injury lawsuit related to an HVAC equipment collapse at Gaylord Rockies in May 2023, but management believes the outcome will not materially impact the Company's financial position[68](index=68&type=chunk)[69](index=69&type=chunk) [14. EQUITY](index=26&type=section&id=Note%2014.%20EQUITY) This note details common stock offerings, cash dividends declared, and noncontrolling interests - In May 2025, the Company completed a public offering of approximately **3.0 million** common shares at **$96.20 per share**, generating net proceeds of approximately **$275.5 million**, used partly for the JW Marriott Desert Ridge acquisition and general corporate purposes[70](index=70&type=chunk) - The Company declared cash dividends of **$1.15 per share** for Q1 2025 (totaling **$69.5 million**) and Q2 2025 (totaling **$72.9 million**)[71](index=71&type=chunk)[72](index=72&type=chunk) - At June 30, 2025, noncontrolling limited partners held **0.4 million** outstanding OP Units (**0.6% of total**) in the Operating Partnership, redeemable for cash or Company stock[73](index=73&type=chunk) [15. FAIR VALUE MEASUREMENTS](index=28&type=section&id=Note%2015.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the fair value hierarchy used for financial instruments and presents fair value measurements - The Company uses a three-tier fair value hierarchy: Level 1 for observable inputs like quoted prices in active markets (e.g., deferred compensation plan investments), Level 2 for observable inputs other than quoted prices (e.g., interest rate swaps), and Level 3 for unobservable inputs[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) Fair Value Measurements (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :-------------- | :---------------- | | Deferred compensation plan investments (Level 1) | $41,068 | $37,440 | | Variable to fixed interest rate swaps (Level 2) | $179 | $386 | [16. FINANCIAL REPORTING BY BUSINESS SEGMENTS](index=29&type=section&id=Note%2016.%20FINANCIAL%20REPORTING%20BY%20BUSINESS%20SEGMENTS) This note outlines the company's business segments and provides financial data by segment - The Company's operations are organized into three principal business segments: Hospitality, Entertainment, and Corporate and Other[83](index=83&type=chunk) Revenues by Segment (Percentage of Total Revenues) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Hospitality | 78 % | 85 % | 81 % | 86 % | | Entertainment | 22 % | 15 % | 19 % | 14 % | | Corporate and Other | 0 % | 0 % | 0 % | 0 % | Total Assets by Segment (in thousands) | Segment | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :-------------- | :---------------- | | Hospitality | $4,877,526 | $4,081,754 | | Entertainment | $738,501 | $653,969 | | Corporate and Other | $494,593 | $481,850 | | **Total assets** | **$6,110,620** | **$5,217,573** | Capital Expenditures by Segment (Six Months Ended June 30, in thousands) | Segment | 2025 | 2024 | | :--------------------------------- | :----- | :----- | | Hospitality | $165,056 | $134,694 | | Entertainment | $17,028 | $50,180 | | Corporate and Other | $154 | $62 | | **Total capital expenditures** | **$182,238** | **$184,936** | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section provides a comprehensive analysis of Ryman Hospitality Properties, Inc.'s financial condition and operational performance for the three and six months ended June 30, 2025. It covers significant activities, strategic plans, segment-specific results, key performance indicators, and a detailed discussion of liquidity and capital resources, including debt management and the impact of macroeconomic factors [Overview](index=35&type=section&id=Overview) This section provides a high-level description of the company's business model, hotel portfolio, and entertainment assets - The Company operates as a REIT specializing in group-oriented, destination hotel assets, with **11,869 rooms** managed by Marriott under Gaylord Hotels and JW Marriott brands[95](index=95&type=chunk) - Hotel properties focus on the large group meetings and regional leisure transient markets, offering extensive meeting and exhibition space, food and beverage options, and retail/spa facilities[96](index=96&type=chunk) - The Company also owns an approximate **70% controlling equity interest** in Opry Entertainment Group (OEG), which includes various entertainment and media assets[97](index=97&type=chunk) [Significant 2025 Activities](index=37&type=section&id=Significant%202025%20Activities) This section highlights major corporate and financial activities undertaken by the company in 2025 - Key activities in 2025 include the purchase of JW Marriott Desert Ridge, issuance of **$625 million** in senior notes, offering of approximately **3.0 million** shares of common stock, defeasance of the Block 21 CMBS loan, **$182.2 million** in capital expenditures, and declaration of approximately **$142.4 million** in cash distributions[105](index=105&type=chunk) [Our Long-Term Strategic Plan](index=37&type=section&id=Our%20Long-Term%20Strategic%20Plan) This section outlines the company's strategic goals, including portfolio expansion, brand leveraging, and capital allocation - The Company's goal is to be the nation's premier hospitality REIT for group-oriented meeting hotel assets, focusing on expanding its hotel asset portfolio through acquisitions (e.g., JW Marriott Desert Ridge in 2025) and continued investment in existing properties (e.g., **$1 billion** in capital investment opportunities through 2027, including a **$225 million** plan at Gaylord Opryland)[101](index=101&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - The strategy also involves leveraging brand name awareness, particularly for the Grand Ole Opry, through various media and investments in brand extensions like Ole Red, Category 10, and Southern Entertainment[108](index=108&type=chunk) - Short-term capital allocation focuses on returning capital to stockholders through dividends (minimum **100% of REIT taxable income** annually) and investing in assets and operations[109](index=109&type=chunk) [Our Operations & Key Performance Indicators](index=39&type=section&id=Our%20Operations%20%26%20Key%20Performance%20Indicators) This section describes the company's operational segments and the key metrics used to evaluate performance - Operations are organized into three principal business segments: Hospitality, Entertainment, and Corporate and Other[112](index=112&type=chunk) - Key performance indicators for the Hospitality segment include hotel occupancy, average daily rate (ADR), revenue per available room (RevPAR), total revenue per available room (Total RevPAR), and net definite group room nights booked[113](index=113&type=chunk)[116](index=116&type=chunk) - Non-GAAP financial measures used include EBITDAre, Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, Funds From Operations (FFO) available to common stockholders and unit holders, and Adjusted FFO available to common stockholders and unit holders[116](index=116&type=chunk) [Summary Financial Results](index=44&type=section&id=Summary%20Financial%20Results) This section provides a concise overview of the company's financial performance for the reported periods Summary Financial Results (Three Months Ended June 30, in thousands, except per share data) | Metric | 2025 | 2024 | Change (YoY) | | :--------------------------------- | :----- | :----- | :----------- | | Total Revenues | $659,515 | $613,290 | +7.5% | | Total Operating Expenses | $520,090 | $445,219 | +16.8% | | Operating Income | $139,425 | $168,071 | -17.0% | | Net Income | $75,875 | $104,740 | -27.6% | | Diluted EPS | $1.12 | $1.65 | -32.1% | Summary Financial Results (Six Months Ended June 30, in thousands, except per share data) | Metric | 2025 | 2024 | Change (YoY) | | :--------------------------------- | :----- | :----- | :----------- | | Total Revenues | $1,246,795 | $1,141,635 | +9.2% | | Total Operating Expenses | $991,249 | $877,183 | +13.0% | | Operating Income | $255,546 | $264,452 | -3.4% | | Net Income | $138,889 | $147,501 | -5.8% | | Diluted EPS | $2.13 | $2.31 | -7.8% | - The increase in total revenues for the three months ended June 30, 2025, was primarily driven by a **$49.1 million** increase in the Entertainment segment (due to Southern Entertainment), partially offset by a **$2.9 million** decrease in the Hospitality segment (despite **$5.3 million** from JW Marriott Desert Ridge). Total operating expenses increased due to the Entertainment segment (**$50.8 million**), Hospitality segment (**$15.2 million**), and **$8.4 million** in depreciation and amortization, with the prior year benefiting from a **$9.1 million** Tennessee franchise tax refund[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) [Factors and Trends Contributing to Performance and Current Environment](index=46&type=section&id=Factors%20and%20Trends%20Contributing%20to%20Performance%20and%20Current%20Environment) This section discusses key factors and macroeconomic trends influencing the company's financial performance - For Q2 2025, same-store Hospitality segment revenue decreased by **1.6%** and same-store outside-the-room spending decreased by **2.5%**, primarily due to the Easter holiday shift and a mix shift towards association group room nights. Gaylord Opryland's total revenue and Total RevPAR decreased by **10.7%** due to these factors and ongoing construction. The addition of JW Marriott Desert Ridge contributed **$5.3 million** in revenues[127](index=127&type=chunk) - For YTD Q2 2025, same-store ADR increased by **2.3%** and outside-the-room spending increased by **2.1%**. Entertainment revenue increased by **44.6%** and operating expenses by **60.6%**, primarily due to Southern Entertainment and Category 10 opening, with Southern Entertainment negatively impacted by weather-related events[127](index=127&type=chunk)[129](index=129&type=chunk) - Same-store net definite group room nights booked decreased by **16.7%** (Q2) and **11.1%** (YTD Q2) due to economic policy uncertainty. However, future group room nights on the books are **3.1% higher** with estimated ADR **5.3% higher**. The current inflationary environment continues, but strong revenues have partially mitigated increased operating costs, and interest rates on debt have decreased in 2025 compared to 2024[130](index=130&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk) [Operating Results – Detailed Segment Financial Information](index=49&type=section&id=Operating%20Results%20%E2%80%93%20Detailed%20Segment%20Financial%20Information) This section provides a detailed breakdown of financial performance across the company's Hospitality, Entertainment, and Corporate and Other segments [Hospitality Segment](index=49&type=section&id=Hospitality%20Segment) This section details the financial and operational performance of the company's hospitality properties Hospitality Segment Performance (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | | :--------------------------------- | :----- | :----- | :----- | | Total hospitality revenue (in thousands) | $516,211 | $519,087 | (0.6)% | | Hospitality operating income (in thousands) | $126,920 | $151,885 | (16.4)% | | Occupancy | 73.3 % | 73.7 % | (0.4)pts | | ADR | $258.88 | $260.76 | (0.7)% | | RevPAR | $189.77 | $192.07 | (1.2)% | | Total RevPAR | $487.62 | $499.76 | (2.4)% | | Net Definite Group Room Nights Booked | 552,682 | 648,434 | (14.8)% | Hospitality Segment Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :--------------------------------- | :----- | :----- | :----- | | Total hospitality revenue (in thousands) | $1,013,941 | $980,557 | 3.4 % | | Hospitality operating income (in thousands) | $243,729 | $254,070 | (4.1)% | | Occupancy | 71.5 % | 70.2 % | 1.3 pts | | ADR | $261.53 | $255.87 | 2.2 % | | RevPAR | $187.03 | $179.62 | 4.1 % | | Total RevPAR | $486.10 | $472.02 | 3.0 % | | Net Definite Group Room Nights Booked | 757,876 | 838,017 | (9.6)% | - Same-store Hospitality segment metrics (excluding JW Marriott Desert Ridge) for the six months ended June 30, 2025, showed occupancy at **71.8% (+1.6 pts)**, ADR at **$261.71 (+2.3%)**, RevPAR at **$187.97 (+4.6%)**, and Total RevPAR at **$488.20 (+3.4%)**. Group business accounted for **77% of rooms sold** in Q2 2025, down from **79%** in Q2 2024[131](index=131&type=chunk)[134](index=134&type=chunk) - Other hotel expenses increased due to the inclusion of JW Marriott Desert Ridge, slight increases in property taxes from reappraisals, and the non-recurrence of a **$5.6 million** Tennessee franchise tax refund from 2024. Depreciation and amortization increased primarily due to additions at Gaylord Palms and JW Marriott Desert Ridge[134](index=134&type=chunk)[136](index=136&type=chunk) [Entertainment Segment](index=59&type=section&id=Entertainment%20Segment) This section details the financial performance of the company's entertainment and media assets Entertainment Segment Performance (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change | | :--------------------------------- | :------- | :------- | :----- | | Revenues | $143,304 | $94,203 | 52.1 % | | Operating expenses | $(110,376) | $(59,560) | 85.3 % | | Operating income | $23,495 | $25,822 | (9.0)% | Entertainment Segment Performance (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change | | :--------------------------------- | :------- | :------- | :----- | | Revenues | $232,854 | $161,078 | 44.6 % | | Operating expenses | $(180,146) | $(112,147) | 60.6 % | | Operating income | $33,811 | $31,934 | 5.9 % | - Revenue increases were primarily driven by the acquisition of Southern Entertainment (January 2025), the opening of Category 10 (November 2024), and recovery at W Austin from prior year construction disruptions. Operating expenses increased due to these new operations and the non-recurrence of a **$3.4 million** Tennessee franchise tax refund from 2024. Depreciation and amortization also increased due to Category 10, Southern Entertainment, and Block 21 enhancements[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) [Corporate and Other Segment](index=61&type=section&id=Corporate%20and%20Other%20Segment) This section outlines the operating expenses and loss attributable to the corporate and other segments - Corporate and Other operating expenses increased by **14.4%** for the three months ended June 30, 2025, and **0.8%** for the six months ended June 30, 2025, primarily due to increased employment expenses[150](index=150&type=chunk) Corporate and Other Operating Loss (in thousands) | Period | 2025 | 2024 | | :--------------------------------- | :-------- | :-------- | | Three Months Ended June 30 | $(10,990) | $(9,636) | | Six Months Ended June 30 | $(21,994) | $(21,552) | [Operating Results – Preopening Costs](index=61&type=section&id=Operating%20Results%20%E2%80%93%20Preopening%20Costs) This section addresses preopening costs incurred, primarily related to new property developments - Preopening costs during the six months ended June 30, 2024, primarily related to Category 10, which opened in November 2024[151](index=151&type=chunk) [Operating Results – Gain on Sale of Assets](index=61&type=section&id=Operating%20Results%E2%80%93%20Gain%20on%20Sale%20of%20Assets) This section reports gains recognized from the sale of miscellaneous corporate assets - Gain on sale of assets during the six months ended June 30, 2024, included the sale of miscellaneous corporate assets[152](index=152&type=chunk) [Non-Operating Results Affecting Net Income](index=61&type=section&id=Non-Operating%20Results%20Affecting%20Net%20Income) This section details non-operating items impacting net income, such as interest expense, income, and debt extinguishment losses [Interest Expense](index=62&type=section&id=Interest%20Expense) This section presents total interest expense and the weighted average interest rate on borrowings Total Interest Expense (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------------- | :------- | :------- | :----- | | Three Months Ended June 30 | $58,534 | $56,577 | 3.5 % | | Six Months Ended June 30 | $112,817 | $117,020 | (3.6)% | - The weighted average interest rate on borrowings (excluding capitalized interest, including swaps) was **6.5%** for Q2 2025 (down from **6.7%** in Q2 2024) and **6.5%** for YTD Q2 2025 (down from **7.0%** in YTD Q2 2024)[155](index=155&type=chunk) [Interest Income](index=62&type=section&id=Interest%20Income) This section details interest income, primarily from cash balances and governmental bonds - Interest income primarily includes amounts earned on cash balances and governmental bonds related to the Gaylord National development[156](index=156&type=chunk) Interest Income (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------------- | :----- | :----- | :----- | | Three Months Ended June 30 | $5,583 | $7,064 | (21.0)% | | Six Months Ended June 30 | $11,042 | $14,586 | (24.3)% | [Loss on Extinguishment of Debt](index=62&type=section&id=Loss%20on%20Extinguishment%20of%20Debt) This section reports losses incurred from the extinguishment of debt, including specific loan defeasances - A **$2.5 million** loss on extinguishment of debt was recognized in Q2 and YTD Q2 2025 due to incremental OEG borrowings and the defeasance of the Block 21 CMBS loan[157](index=157&type=chunk) - In Q2 and YTD Q2 2024, losses of **$1.8 million** and **$2.3 million**, respectively, were recognized from the OEG credit agreement refinancing, RHP term loan B repricing, and Gaylord Rockies term loan repayment[158](index=158&type=chunk) [Other Gains and (Losses), net](index=62&type=section&id=Other%20Gains%20and%20(Losses)%2C%20net) This section covers miscellaneous other gains and losses impacting net income - Other gains and (losses), net, represent various miscellaneous items[159](index=159&type=chunk) [Provision for Income Taxes](index=62&type=section&id=Provision%20for%20Income%20Taxes) This section details the income tax provision related to the company's taxable REIT subsidiaries Provision for Income Taxes (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------------- | :----- | :----- | :----- | | Three Months Ended June 30 | $7,848 | $12,200 | 35.7 % | | Six Months Ended June 30 | $12,007 | $12,730 | 5.7 % | - The change in the income tax provision for 2025 periods compared to 2024 periods relates to changes in income at the Company's taxable REIT subsidiaries (TRSs)[162](index=162&type=chunk) [Non-GAAP Financial Measures](index=64&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and presents key non-GAAP financial measures used by the company [EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest Definition](index=64&type=section&id=EBITDAre%2C%20Adjusted%20EBITDAre%20and%20Adjusted%20EBITDAre%2C%20Excluding%20Noncontrolling%20Interest%20Definition) This section defines EBITDAre and Adjusted EBITDAre, including adjustments for noncontrolling interest - EBITDAre is defined by NAREIT as net income plus interest expense, income tax expense, depreciation and amortization, gains or losses on disposition of depreciated property, impairment write-downs, and adjustments for unconsolidated affiliates[163](index=163&type=chunk) - Adjusted EBITDAre includes further adjustments for preopening costs, non-cash lease expense, equity-based compensation, credit losses, transaction costs, interest income on bonds, loss on extinguishment of debt, pension settlement charges, and pro rata Adjusted EBITDAre from unconsolidated joint ventures[164](index=164&type=chunk) Adjusted EBITDAre, Excluding Noncontrolling Interest (in thousands) | Period | 2025 | 2024 | | :--------------------------------- | :------- | :------- | | Three Months Ended June 30 | $200,561 | $222,473 | | Six Months Ended June 30 | $380,437 | $378,876 | [FFO, Adjusted FFO, and Adjusted FFO Available to Common Stockholders and Unit Holders Definition](index=64&type=section&id=FFO%2C%20Adjusted%20FFO%2C%20and%20Adjusted%20FFO%20Available%20to%20Common%20Stockholders%20and%20Unit%20Holders%20Definition) This section defines FFO and Adjusted FFO, including adjustments for common stockholders and unit holders - FFO is defined by NAREIT as net income excluding depreciation and amortization (excluding amortization of deferred financing costs and debt discounts), gains and losses from the sale of certain real estate assets, impairment write-downs, and pro rata adjustments from unconsolidated joint ventures[166](index=166&type=chunk)[168](index=168&type=chunk) - Adjusted FFO includes further adjustments for right-of-use asset amortization, impairment charges, write-offs of deferred financing costs, amortization of debt discounts/premiums, loss on extinguishment of debt, non-cash lease expense, credit loss, pension settlement charges, additional pro rata adjustments from unconsolidated joint ventures, gains/losses on other assets, transaction costs, and deferred income tax expense/benefit[171](index=171&type=chunk) Adjusted FFO Available to Common Stockholders and Unit Holders (in thousands) | Period | 2025 | 2024 | | :--------------------------------- | :------- | :------- | | Three Months Ended June 30 | $148,845 | $173,432 | | Six Months Ended June 30 | $278,668 | $276,126 | [Liquidity and Capital Resources](index=69&type=section&id=Liquidity%20and%20Capital%20Resources) This section analyzes the company's cash flows, available liquidity, and debt management strategies [Cash Flows Provided By Operating Activities](index=69&type=section&id=Cash%20Flows%20Provided%20By%20Operating%20Activities) This section details cash generated from the company's primary business operations - Net cash flows provided by operating activities were **$220.7 million** for the six months ended June 30, 2025, primarily reflecting net income before non-cash charges (**$291.8 million**), partially offset by unfavorable working capital changes (**$71.1 million**)[174](index=174&type=chunk) - Unfavorable working capital changes resulted from increased accounts receivable and decreased accounts payable/accrued liabilities, partially offset by increased advanced ticket purchases[174](index=174&type=chunk) [Cash Flows Used In Investing Activities](index=69&type=section&id=Cash%20Flows%20Used%20In%20Investing%20Activities) This section outlines cash used for acquisitions and capital expenditures - Primary uses of funds for investing activities during the six months ended June 30, 2025, included **$862.0 million** for the JW Marriott Desert Ridge acquisition and **$182.2 million** for purchases of property and equipment (e.g., Gaylord Opryland expansion, Gaylord Texan renovation)[176](index=176&type=chunk) [Cash Flows Provided By (Used In) Financing Activities](index=69&type=section&id=Cash%20Flows%20Provided%20By%20(Used%20In)%20Financing%20Activities) This section details cash flows from debt, equity issuances, and distributions - Net cash flows provided by financing activities were **$716.6 million** for the six months ended June 30, 2025, primarily from the issuance of **$625.0 million** in senior notes and **$275.5 million** from common stock issuance, offset by **$139.7 million** in cash distributions and debt repayments[178](index=178&type=chunk) [Liquidity](index=69&type=section&id=Liquidity) This section assesses the company's ability to meet short-term obligations and fund future operations - At June 30, 2025, the Company had **$420.6 million** in unrestricted cash and **$780.0 million** available for borrowing under its revolving credit facilities[180](index=180&type=chunk) - The Company anticipates spending between **$165 million** and **$265 million** in capital expenditures for the remainder of 2025, with no debt maturities until May 2027[182](index=182&type=chunk) - Management believes current cash, operating cash flow, and available credit will be adequate to fund short-term commitments, operating expenses, interest, lease obligations, declared dividends, and planned capital expenditures[183](index=183&type=chunk) [Principal Debt Agreements](index=71&type=section&id=Principal%20Debt%20Agreements) This section details the company's major debt instruments, including credit facilities and senior notes - The Company's Credit Agreement provides for a **$700.0 million** revolving credit facility (Revolver) and a senior secured Term Loan B (**$291.3 million** outstanding at June 30, 2025). The Revolver matures May 18, 2027, with **$700.0 million** available at June 30, 2025, and the Term Loan B matures May 18, 2030, with an interest rate of Term SOFR plus **2.00%** as of June 30, 2025[186](index=186&type=chunk)[191](index=191&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk)[197](index=197&type=chunk)[199](index=199&type=chunk) - The Company has multiple senior notes outstanding, including **$1 Billion 6.50% due 2032**, **$700 Million 4.75% due 2027**, **$625 Million 6.50% due 2033**, **$600 Million 4.50% due 2029**, and **$400 Million 7.25% due 2028**[200](index=200&type=chunk)[203](index=203&type=chunk)[208](index=208&type=chunk)[211](index=211&type=chunk)[215](index=215&type=chunk) - The OEG Credit Agreement includes a senior secured term loan facility (**$427.4 million** outstanding at June 30, 2025) and an **$80.0 million** revolving credit facility (OEG Revolver), with no amounts outstanding on the revolver at June 30, 2025[221](index=221&type=chunk)[222](index=222&type=chunk) [Estimated Interest on Principal Debt Agreements](index=83&type=section&id=Estimated%20Interest%20on%20Principal%20Debt%20Agreements) This section provides a projection of interest obligations on the company's principal debt agreements - Estimated interest obligations through 2029 total **$949.3 million**, with **$123.4 million** for the remainder of 2025, **$246.5 million** in 2026, **$239.0 million** in 2027, **$198.9 million** in 2028, and **$141.6 million** in 2029[229](index=229&type=chunk) [Inflation](index=83&type=section&id=Inflation) This section discusses the impact of inflation on operating costs, revenues, and interest expenses - Inflation has significantly impacted the business, but favorable ADR and outside-the-room spending in the Hospitality segment and strong Entertainment business levels have mitigated increased operating costs. Increased interest rates have driven higher interest expense, though rates decreased in 2025 compared to 2024, with **85% of outstanding debt fixed-rate** to mitigate impact[230](index=230&type=chunk)[231](index=231&type=chunk) - A prolonged inflationary environment could adversely affect operating costs, customer spending and bookings, and financial results[232](index=232&type=chunk) [Supplemental Guarantor Financial Information](index=83&type=section&id=Supplemental%20Guarantor%20Financial%20Information) This section provides summarized financial information for the issuers and guarantors of the company's senior notes - The Company's senior notes are issued by the Operating Partnership and Finco (Issuers) and guaranteed by the Company and certain subsidiaries (Guarantors). These guarantees are full, unconditional, joint, and several, ranking equally with existing and future senior unsecured indebtedness[233](index=233&type=chunk) Summarized Financial Information for Issuers and Guarantors (Six Months Ended June 30, 2025, in thousands) | Metric | Amount | | :---------------------------------------------------- | :------- | | Other assets | $4,011,098 | | Total assets | $4,011,098 | | Net payables due to non-guarantor subsidiaries | $243,686 | | Other liabilities | $3,842,065 | | Total liabilities | $4,085,751 | | Total noncontrolling interest | $5,249 | | Revenues from non-guarantor subsidiaries | $296,901 | | Operating income | $196,662 | | Net income | $108,315 | | Net income available to common stockholders | $104,140 | [Critical Accounting Policies and Estimates](index=84&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms no material changes to critical accounting policies and estimates since the last annual report - There were no newly identified critical accounting policies or material changes to the critical accounting policies and estimates discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, during the first six months of 2025[236](index=236&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=84&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section states that there have been no material changes in the Company's quantitative and qualitative market risks since December 31, 2024, referring to the previous annual report for detailed disclosures - There have been no material changes in the Company's quantitative and qualitative market risks since December 31, 2024[237](index=237&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES.](index=84&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025. There were no material changes to internal control over financial reporting, but the newly acquired JW Marriott Desert Ridge will be excluded from the internal control assessment for December 31, 2025 - The Company's disclosure controls and procedures were effective as of June 30, 2025[239](index=239&type=chunk) - There has been no change in internal control over financial reporting that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting[240](index=240&type=chunk) - JW Marriott Desert Ridge, acquired on June 10, 2025, will be excluded from the Company's assessment of internal control over financial reporting as of December 31, 2025, as permitted by SEC regulations[241](index=241&type=chunk) [PART II — OTHER INFORMATION](index=86&type=section&id=Part%20II%20%E2%80%94%20Other%20Information) This section provides disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, and other information [ITEM 1. LEGAL PROCEEDINGS.](index=86&type=section&id=Item%201.%20Legal%20Proceedings.) The Company is involved in certain legal actions in the ordinary course of business, including a personal injury lawsuit at Gaylord Rockies, but management believes these contingencies will not have a material effect on the financial statements - The Company is a co-defendant in a personal injury lawsuit filed in Colorado state court related to a May 2023 incident at the Gaylord Rockies indoor pool amenity involving the collapse of HVAC equipment[68](index=68&type=chunk)[242](index=242&type=chunk) - Management believes that the outcome of such contingencies will not have a material effect on the Company's financial statements[69](index=69&type=chunk)[242](index=242&type=chunk) [ITEM 1A. RISK FACTORS.](index=86&type=section&id=Item%201A.%20Risk%20Factors.) This section highlights new risk factors related to the integration of JW Marriott Desert Ridge and the concentration of the hotel portfolio in Marriott-owned brands, in addition to previously disclosed risks - The Company faces risks if it is unsuccessful in integrating JW Marriott Desert Ridge with its existing assets, which could lead to unrealized benefits, delays, increased costs, and diversion of management's attention[244](index=244&type=chunk)[245](index=245&type=chunk) - There are risks associated with concentrating the hotel portfolio in Marriott-owned brands, as the Company's success is partly dependent on the continued success and positive perception of Marriott and its brands[246](index=246&type=chunk)[248](index=248&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.](index=88&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This item is marked as inapplicable for the reporting period - This item is inapplicable for the reporting period[249](index=249&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES.](index=88&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) This item is marked as inapplicable for the reporting period - This item is inapplicable for the reporting period[250](index=250&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES.](index=88&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is marked as inapplicable for the reporting period - This item is inapplicable for the reporting period[251](index=251&type=chunk) [ITEM 5. OTHER INFORMATION.](index=88&type=section&id=Item%205.%20Other%20Information.) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the fiscal quarter ended June 30, 2025 - No directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the fiscal quarter ended June 30, 2025[252](index=252&type=chunk) [ITEM 6. EXHIBITS.](index=89&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, debt indentures, acquisition agreements, and certifications, some of which are incorporated by reference or filed/furnished herewith - The exhibits include the Amended and Restated Certificate of Incorporation, Bylaws, Indenture for 6.500% Senior Note due 2033, Agreement of Purchase and Sale for DRPhoenix Hotel, certifications (302, 906), and Inline XBRL data[254](index=254&type=chunk) [SIGNATURES](index=90&type=section&id=SIGNATURES) This section contains the official attestations and signatures for the financial report [Signatures](index=90&type=section&id=Signatures) The report is duly signed on behalf of Ryman Hospitality Properties, Inc. by its President and Chief Executive Officer, Mark Fioravanti, and Executive Vice President, Chief Financial Officer and Chief Accounting Officer, Jennifer Hutcheson, on August 5, 2025 - The report was signed by Mark Fioravanti, President and Chief Executive Officer, and Jennifer Hutcheson, Executive Vice President, Chief Financial Officer and Chief Accounting Officer, on August 5, 2025[259](index=259&type=chunk)

Financial Data and Key Metrics Changes - The company reported record consolidated revenue in the second quarter, with same-store hospitality adjusted EBITDAre at $187 million, a decline of approximately $18 million year-over-year, but still the second highest quarter of all time [21][30] - Adjusted EBITDAre guidance for the full year 2025 was revised to a range of $767 million to $813 million, reflecting the acquisition of JW Marriott Desert Ridge and adjustments for transient rate risks [30][34] - The company expects AFFO for the year in the range of $5 million to $5.46 million, with AFFO per fully diluted share between $7.93 and $8.49 [30] Business Line Data and Key Metrics Changes - The same-store hospitality segment's RevPAR was essentially flat compared to last year, with total RevPAR declining by 160 basis points due to a shift in group mix and timing of the Easter holiday [18][19] - Leisure demand increased approximately 4% year-over-year, driven by strong performance at Gaylord Palms and Gaylord Rockies, while Gaylord Opryland faced softness due to increased hotel supply in Nashville [20][21] - The entertainment segment delivered record revenue of $143 million and adjusted EBITDAre of $34 million, although the adjusted EBITDAre margin declined year-over-year due to investments in Southern Entertainment [25][26] Market Data and Key Metrics Changes - In Nashville, transient occupancy trends lagged behind the top 25 markets, but visitation and tourism remained robust, with rooms sold in the market increasing year-over-year [9][10] - The company noted that the influx of new hotel supply in Nashville is pressuring room rates, but they expect transient occupancy and rate trends to improve as tourism grows [27][28] - Group room revenue on the books for 2026 and 2027 is up 910% compared to the same time last year, indicating strong future demand [25] Company Strategy and Development Direction - The company completed the acquisition of JW Desert Ridge, which is expected to unlock incremental group rotation opportunities and enhance the overall portfolio [5][14] - The company is focused on long-term growth, emphasizing strong relationships with customers and the importance of advanced bookings for future years [12][18] - The company plans to continue investing in capital projects to drive growth and enhance customer experiences, particularly in the entertainment segment [25][26] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the unpredictable operating environment, citing factors such as tariffs, inflation, and interest rates impacting customer behavior [8][9] - Despite near-term uncertainties, management expressed optimism about future group demand and the health of the business, particularly for 2026 and beyond [24][30] - Management expects the transient market dynamics in Nashville to improve as new demand generators are developed, including a new stadium and infrastructure projects [63][64] Other Important Information - The company ended the quarter with $421 million of unrestricted cash and total available liquidity of approximately $1.2 billion [32][33] - The company reiterated its expectations for capital expenditures in 2025 at $350 million, including investments at Desert Ridge [34] Q&A Session Summary Question: Lead volumes were down 16% year-over-year; how do you expect that to trend? - Management noted that lead volumes have faced pressure but expect improvement in 2026 and beyond, indicating that current challenges are primarily short-term [36][37] Question: What is the long-term strategy for JW brand acquisitions? - Management expressed interest in acquiring more JW properties in key markets to create rotation opportunities and enhance the portfolio [39][40] Question: What is driving the resilience in out-of-room spending? - Management attributed the strong out-of-room spending to investments in capital improvements and the overall health of the economy, which supports consumer spending [50][52] Question: What are the expectations for Gaylord Opryland regarding transient business? - Management indicated that while Opryland does more transient business, it is in line with the overall brand's performance, and they expect transient demand to improve in the long term [72] Question: How is the transient side performing across the Ryman portfolio? - Management reported steady performance in Orlando and Gaylord Rockies, while acknowledging short-term challenges in Gaylord Hill Country due to weather [78][80]

Financial Data and Key Metrics Changes - The company reported record consolidated revenue and the second highest adjusted EBITDAre in the history of the same store hospitality segment, trailing only the second quarter of the previous year [5][19] - Same store adjusted EBITDAre was $187 million, a decline of approximately $18 million year over year, but still the second highest quarter of all time [19] - Adjusted EBITDAre guidance for the full year 2025 was revised to a range of $767 million to $813 million, reflecting the acquisition of JW Marriott Desert Ridge and adjustments for transient rate risks [28][30] Business Line Data and Key Metrics Changes - The hospitality segment's RevPAR was essentially flat compared to last year, with total RevPAR declining by 160 basis points due to a shift in group mix and timing of the Easter holiday [16] - Leisure demand increased approximately 4% compared to last year, driven by strong performance at Gaylord Palms and Gaylord Rockies, partially offset by softer demand at Gaylord Opryland [18] - The entertainment segment delivered record revenue of $143 million and adjusted EBITDAre of $34 million, driven by investments in Southern Entertainment and other venues [22][23] Market Data and Key Metrics Changes - In Nashville, transient occupancy trends lagged behind the top 25 markets, but visitation and tourism remained robust, with rooms sold in the market increasing year over year [9][25] - The influx of new hotel supply in Nashville has pressured room rates, leading to a modestly softer transient segment compared to earlier expectations [25][56] - Group rooms revenue on the books for 2026 and 2027 is up 910% compared to the same time last year, indicating strong future demand [22] Company Strategy and Development Direction - The company is focused on integrating the recently acquired JW Desert Ridge property into its portfolio, aiming to create value through capital investments and enhancing group rotation opportunities [13][14] - The long-term strategy includes expanding the JW brand presence in key markets to replicate the success of the Gaylord hotels [37][38] - The company remains optimistic about the long-term potential of the festivals business and its ability to attract a diverse customer demographic [23][95] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the unpredictable operating environment, citing factors such as tariffs, inflation, and interest rates impacting customer behavior [6][21] - Despite near-term uncertainties, management noted improvements in meeting planner sentiment and bookings activity for 2025 [7][18] - The company expects transient demand to improve as tourism grows and hotel demand catches up with new supply [9][25] Other Important Information - The company completed the acquisition of JW Desert Ridge, which has been a long-term target, and is expected to enhance the overall portfolio [4][13] - The company has maintained a strong balance sheet with $421 million in unrestricted cash and total available liquidity of approximately $1.2 billion [30][32] - Capital expenditures for 2025 are expected to be around $350 million, including investments at Desert Ridge [33] Q&A Session Summary Question: Lead volumes were down 16% year over year. How do you expect that to trend? - Management noted that lead volumes have faced pressure but expect improvement for 2026 and beyond, indicating that current challenges are primarily for 2025 [36] Question: What are the long-term plans for the JW brand? - Management expressed interest in adding more JW properties in key markets to create rotation opportunities and enhance the portfolio [37][38] Question: What is driving the resilience in out-of-room spending? - Management attributed the strong out-of-room spending to investments in capital improvements and the overall economic environment, which remains stable [46][50] Question: How is the Gaylord National performing in a challenging market? - Management reported positive performance at Gaylord National, citing structural changes made post-COVID that have benefited the hotel long-term [48] Question: What is the outlook for transient business across the portfolio? - Management indicated that while there is some softness in transient business, properties like Gaylord Rockies and Gaylord Palms are performing well, and investments are expected to yield positive results [74][76] Question: How have cancellations evolved since the initial shock period? - Management noted that cancellations were primarily due to macro concerns, but the second quarter showed a return to normal levels, with no long-term issues anticipated [84][86]

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) The company achieved record Q2 revenue, completed a strategic acquisition, and updated its full-year outlook [Second Quarter 2025 Highlights and Recent Developments](index=1&type=section&id=Second%20Quarter%202025%20Highlights%20and%20Recent%20Developments) The company reported record Q2 2025 revenue, driven by strong segment performance and a key acquisition - The company delivered first-half results in line with expectations and acquired the JW Marriott Desert Ridge, a long-standing acquisition target[3](index=3&type=chunk) - Group business bookings for 2026 and beyond remain healthy, supported by favorable competitive supply dynamics, positioning the portfolio for future growth in group meeting demand[3](index=3&type=chunk) Q2 2025 Consolidated Financial Highlights | Metric | Value (Millions USD) | | :--- | :--- | | Consolidated Revenue (Record) | $659.5 | | Hospitality Segment Revenue | $516.2 | | Entertainment Segment Revenue (Record) | $143.3 | | Consolidated Net Income | $75.9 | | Consolidated Adjusted EBITDAre | $211.9 | - Booked over **720,000 same-store Hospitality Gross Definite Room Nights** for all future periods, at an estimated average daily rate (ADR) of **$285**[4](index=4&type=chunk) - Completed the acquisition of the 950-room JW Marriott Phoenix Desert Ridge Resort & Spa on June 10, 2025, adding a turnkey asset in a top 10 group meetings market[4](index=4&type=chunk) - Funded the JW Marriott Desert Ridge acquisition through a public offering of approximately **3.0 million common shares** ($96.20/share) and a private placement of **$625 million in 6.500% senior unsecured notes** due 2033[4](index=4&type=chunk) - OEG refinanced its Block 21 CMBS loan with **$130 million in incremental borrowings** under OEG's existing Term Loan B, simplifying its capital structure[4](index=4&type=chunk) - Revised full-year 2025 outlook to include the JW Marriott Desert Ridge acquisition and account for incremental transient rate risk, primarily for Nashville-based hotel properties[4](index=4&type=chunk) [Consolidated Financial Results](index=2&type=section&id=Consolidated%20Financial%20Results) Consolidated revenue grew, but operating income and net income declined due to prior-year tax refunds and share dilution [Second Quarter 2025 Results Overview](index=2&type=section&id=Second%20Quarter%202025%20Results%20Overview) Total revenue increased 7.5% year-over-year, while operating income and net income declined due to various factors Consolidated Financial Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Total revenue | $659,515 | $613,290 | 7.5 % | | Operating income | $139,425 | $168,071 | (17.0)% | | Operating income margin | 21.1 % | 27.4 % | (6.3)pts | | Net income | $75,875 | $104,740 | (27.6)% | | Net income margin | 11.5 % | 17.1 % | (5.6)pts | | Net income available to common stockholders | $71,753 | $100,805 | (28.8)% | | Net income available to common stockholders per diluted share | $1.12 | $1.65 | (32.1)% | | Adjusted EBITDAre | $211,856 | $233,195 | (9.2)% | | Adjusted EBITDAre margin | 32.1 % | 38.0 % | (5.9)pts | | FFO available to common stockholders and unit holders | $137,145 | $157,647 | (13.0)% | | FFO available to common stockholders and unit holders per diluted share/unit | $2.14 | $2.57 | (16.7)% | | Adjusted FFO available to common stockholders and unit holders | $148,845 | $173,432 | (14.2)% | | Adjusted FFO available to common stockholders and unit holders per diluted share/unit | $2.35 | $2.83 | (17.0)% | - Consolidated results for 2024 periods included approximately **$9.1 million in franchise tax refunds**, impacting year-over-year comparisons[6](index=6&type=chunk) - Diluted weighted average common shares for Q2 2025 increased due to approximately **3.0 million additional shares** issued on May 21, 2025, and equivalent shares related to OEG noncontrolling interest put rights[5](index=5&type=chunk) [Segment Performance](index=3&type=section&id=Segment%20Performance) This section details the financial and operational performance of the Hospitality, Entertainment, and Corporate segments [Hospitality Segment](index=3&type=section&id=Hospitality%20Segment) The segment saw a slight revenue decrease, with declines in operating income and Adjusted EBITDAre due to challenging prior-year comparisons Hospitality Segment Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Hospitality revenue | $516,211 | $519,087 | (0.6)% | | Same-store Hospitality revenue | $510,862 | $519,087 | (1.6)% | | Hospitality operating income | $126,920 | $151,885 | (16.4)% | | Hospitality Adjusted EBITDAre | $186,435 | $204,615 | (8.9)% | | Same-store Hospitality Adjusted EBITDAre | $187,017 | $204,615 | (8.6)% | | Occupancy | 73.3 % | 73.7 % | (0.4)pts | | Average Daily Rate (ADR) | $258.88 | $260.76 | (0.7)% | | RevPAR | $189.77 | $192.07 | (1.2)% | | Total RevPAR | $487.62 | $499.76 | (2.4)% | - Same-store Hospitality operating income was **$129.5 million** and Adjusted EBITDAre was **$187.0 million** in Q2, with year-over-year comparisons impacted by the timing of Easter, strong corporate group mix, and one-time franchise tax refunds in Q2 2024[14](index=14&type=chunk) - Association group room nights traveled increased by approximately 49,000, while corporate group room nights declined by a similar amount, leading to a **$16 million decrease in banquet and AV revenue** due to the group mix shift[14](index=14&type=chunk) - Same-store gross group room nights booked for the current year were **up 3% in Q2**, and flat for the six-month period, with ADR on those bookings increasing mid-single digits[14](index=14&type=chunk) - The renovation of the Presidential ballroom and meeting space at Gaylord Opryland was completed in June 2025[14](index=14&type=chunk) Hospitality Segment Booking Metrics (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Gross definite room nights booked | 720,644 | 844,170 | (14.6)% | | Net definite room nights booked | 539,860 | 648,434 | (16.7)% | | Group attrition (% of contracted block) | 15.2 % | 15.1 % | 0.1 pts | | Cancellations ITYFTY | 17,287 | 13,987 | 23.6 % | [Gaylord Opryland](index=4&type=section&id=Gaylord%20Opryland) The property experienced a revenue decline of 10.7% and a significant decrease in operating income and Adjusted EBITDAre Gaylord Opryland Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $116,465 | $130,352 | (10.7)% | | Operating income | $35,144 | $50,642 | (30.6)% | | Adjusted EBITDAre | $43,710 | $58,830 | (25.7)% | | Occupancy | 75.2 % | 75.4 % | (0.2)pts | | ADR | $246.17 | $260.98 | (5.7)% | | RevPAR | $185.19 | $196.85 | (5.9)% | | Total RevPAR | $443.16 | $496.00 | (10.7)% | [Gaylord Palms](index=4&type=section&id=Gaylord%20Palms) The property showed strong growth with a 6.3% revenue increase and a significant improvement in occupancy and RevPAR Gaylord Palms Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $73,113 | $68,799 | 6.3 % | | Operating income | $13,671 | $13,479 | 1.4 % | | Adjusted EBITDAre | $23,236 | $20,361 | 14.1 % | | Occupancy | 78.9 % | 62.5 % | 16.4 pts | | ADR | $243.35 | $235.54 | 3.3 % | | RevPAR | $192.00 | $147.22 | 30.4 % | | Total RevPAR | $467.66 | $440.07 | 6.3 % | [Gaylord Texan](index=6&type=section&id=Gaylord%20Texan) The property's revenue slightly decreased by 1.7%, with a drop in occupancy leading to an 8.5% decline in RevPAR Gaylord Texan Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $82,494 | $83,897 | (1.7)% | | Operating income | $25,002 | $26,314 | (5.0)% | | Adjusted EBITDAre | $31,159 | $32,058 | (2.8)% | | Occupancy | 72.0 % | 78.8 % | (6.8)pts | | ADR | $253.06 | $252.61 | 0.2 % | | RevPAR | $182.32 | $199.18 | (8.5)% | | Total RevPAR | $499.74 | $508.24 | (1.7)% | [Gaylord National](index=6&type=section&id=Gaylord%20National) The property reported a 5.6% revenue decrease and significant drops in operating income and Adjusted EBITDAre Gaylord National Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $83,413 | $88,369 | (5.6)% | | Operating income | $15,818 | $22,321 | (29.1)% | | Adjusted EBITDAre | $25,420 | $31,921 | (20.4)% | | Occupancy | 67.8 % | 70.8 % | (3.0)pts | | ADR | $263.97 | $263.88 | 0.0 % | | RevPAR | $178.85 | $186.90 | (4.3)% | | Total RevPAR | $459.23 | $486.52 | (5.6)% | [Gaylord Rockies](index=6&type=section&id=Gaylord%20Rockies) The property achieved a 6.4% revenue increase, with growth in Adjusted EBITDAre and Total RevPAR Gaylord Rockies Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $81,722 | $76,836 | 6.4 % | | Operating income | $21,798 | $21,436 | 1.7 % | | Adjusted EBITDAre | $36,695 | $35,574 | 3.2 % | | Occupancy | 80.3 % | 80.4 % | (0.1)pts | | ADR | $259.78 | $255.44 | 1.7 % | | RevPAR | $208.62 | $205.25 | 1.6 % | | Total RevPAR | $598.29 | $562.53 | 6.4 % | [JW Marriott Hill Country](index=8&type=section&id=JW%20Marriott%20Hill%20Country) The property reported a 5.9% revenue increase and growth in operating income and Adjusted EBITDAre JW Marriott Hill Country Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $66,573 | $62,850 | 5.9 % | | Operating income | $17,250 | $15,438 | 11.7 % | | Adjusted EBITDAre | $25,169 | $22,909 | 9.9 % | | Occupancy | 75.6 % | 79.0 % | (3.4)pts | | ADR | $342.79 | $324.18 | 5.7 % | | RevPAR | $259.31 | $256.23 | 1.2 % | | Total RevPAR | $730.11 | $689.28 | 5.9 % | [JW Marriott Desert Ridge](index=8&type=section&id=JW%20Marriott%20Desert%20Ridge) The newly acquired property generated $5.3 million in revenue for the partial Q2 period since its June 10 acquisition JW Marriott Desert Ridge Performance (Period Ended June 30, 2025) | Metric | Value ($ in thousands) | | :--- | :--- | | Revenue | $5,349 | | Operating loss | $(2,583) | | Operating loss margin | (48.3)% | | Adjusted EBITDAre | $(582) | | Adjusted EBITDAre margin | (10.9)% | | Occupancy | 39.3 % | | ADR | $228.50 | | RevPAR | $89.76 | | Total RevPAR | $268.11 | - The JW Marriott Desert Ridge was acquired on June 10, 2025, so no comparison figures are available for the prior period[21](index=21&type=chunk) [Entertainment Segment](index=9&type=section&id=Entertainment%20Segment) The segment achieved record revenue of $143.3 million, a 52.1% increase, though margins declined due to recent investments Entertainment Segment Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $143,304 | $94,203 | 52.1 % | | Operating income | $23,495 | $25,822 | (9.0)% | | Operating income margin | 16.4 % | 27.4 % | (11.0)pts | | Adjusted EBITDAre | $33,908 | $35,744 | (5.1)% | | Adjusted EBITDAre margin | 23.7 % | 37.9 % | (14.2)pts | - **Record revenue** was driven by continued momentum from recent investments, including Category 10, Block 21, and Southern Entertainment[23](index=23&type=chunk) - The investment in Southern Entertainment and one-time franchise tax refunds in the prior-year quarter contributed to a **lower Adjusted EBITDAre margin**[23](index=23&type=chunk) - The festivals business, seasonally weighted to Q2, was impacted by unfavorable weather conditions this year[23](index=23&type=chunk) - Healthy demand and consumer enthusiasm for live experiences highlight the strength of the industry and the company's portfolio of brands and venues[23](index=23&type=chunk) [Corporate and Other Segment](index=9&type=section&id=Corporate%20and%20Other%20Segment) The segment reported an increased operating loss of $11.0 million and a higher Adjusted EBITDAre loss of $8.5 million Corporate and Other Segment Performance (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Operating loss | $(10,990) | $(9,636) | (14.1)% | | Adjusted EBITDAre | $(8,487) | $(7,164) | (18.5)% | - Corporate and Other results for the 2024 periods reflect approximately **$0.1 million in franchise tax refunds**[24](index=24&type=chunk) [Capital Management & Outlook](index=10&type=section&id=Capital%20Management%20%26%20Outlook) This section outlines capital expenditure plans, construction impacts, updated 2025 guidance, and liquidity status [Capital Expenditures](index=10&type=section&id=Capital%20Expenditures) The company maintains its full-year 2025 capital expenditure guidance of $350 to $450 million, focusing on Hospitality projects - The Company expects to spend approximately **$350 to $450 million** on capital expenditures in 2025, primarily for its Hospitality business[25](index=25&type=chunk) - Approximately **$182 million** has been spent on capital expenditures in the first half of 2025[25](index=25&type=chunk) - Planned investments at JW Marriott Desert Ridge include completing meeting space renovations, converting vacant office space to breakout space, and enhancing event lawns for 2026 ICE! programming[26](index=26&type=chunk) - Major Hospitality projects for H2 2025 include continuation of sports bar, pavilion, and event lawn development at Gaylord Opryland (Q1 2026 completion), meeting space expansion at Gaylord Opryland (2027 completion), and room renovations at Gaylord Texan (mid-2026 completion)[28](index=28&type=chunk) [Construction-Related Disruption](index=10&type=section&id=Construction-Related%20Disruption) The company reaffirms its full-year 2025 disruption forecast, expecting a $30-35 million impact to operating income and Adjusted EBITDAre Full Year 2025 Construction-Related Disruption Impact | Metric | Impact | | :--- | :--- | | Same-store Hospitality RevPAR | 250 to 350 basis points | | Same-store Hospitality Total RevPAR | 200 to 300 basis points | | Operating income | $30 to $35 million | | Adjusted EBITDAre | $30 to $35 million | - Construction-related disruption is expected to impact results at Gaylord Opryland and Gaylord Texan in the second half of 2025[27](index=27&type=chunk) [2025 Guidance](index=11&type=section&id=2025%20Guidance) Full-year guidance is updated to incorporate the JW Marriott Desert Ridge acquisition and adjust for transient rate risk in Nashville - The company is adjusting its full-year 2025 outlook for the acquisition of the JW Marriott Desert Ridge[30](index=30&type=chunk) - The range of expected outcomes for same-store Hospitality Adjusted EBITDAre is updated to account for incremental transient rate risk for Nashville-based hotels in the second half of the year, due to new high-end hotel supply impacting transient occupancy and room rates[30](index=30&type=chunk) Updated Full Year 2025 Guidance (Midpoint Comparison) | Metric | Updated Guidance Midpoint ($ in millions) | Prior Guidance Midpoint ($ in millions) | Change ($ in millions) | | :--- | :--- | :--- | :--- | | Same-store Hospitality RevPAR growth | 2.50 % | 2.50 % | - % | | Same-store Hospitality Total RevPAR growth | 2.00 % | 2.00 % | - % | | Consolidated operating income | $472.0 | $476.0 | $(4.0) | | Consolidated Adjusted EBITDAre | $790.0 | $775.0 | $15.0 | | Net income | $231.3 | $253.1 | $(21.9) | | Net income available to common stockholders | $222.8 | $246.1 | $(23.4) | | Net income available to common stockholders per diluted share | $3.47 | $3.93 | $(0.46) | | Adjusted FFO available to common stockholders and unit holders per diluted share/unit | $8.21 | $8.55 | $(0.34) | | Weighted average shares outstanding - diluted (millions) | 66.2 | 64.5 | 1.7 | [Dividend Update](index=13&type=section&id=Dividend%20Update) A quarterly cash dividend of $1.15 per common share was paid on July 15, 2025 - A quarterly cash dividend of **$1.15 per common share** was paid on July 15, 2025, to stockholders of record as of June 30, 2025[33](index=33&type=chunk) - The company's dividend policy mandates distributing a minimum of **100% of REIT taxable income** annually[33](index=33&type=chunk) [Balance Sheet & Liquidity](index=13&type=section&id=Balance%20Sheet%20%26%20Liquidity) The company maintained strong liquidity with $420.6 million in cash and $780.0 million in available credit as of June 30, 2025 Balance Sheet and Liquidity (as of June 30, 2025) | Metric | Value (Millions USD) | | :--- | :--- | | Unrestricted cash | $420.6 | | Total debt outstanding (net) | $3,975.2 | | Aggregate borrowing availability under revolving credit facilities | $780.0 | | Amounts drawn under revolving credit facilities | $0 | [Company Information & Disclosures](index=13&type=section&id=Company%20Information%20%26%20Disclosures) This section provides corporate information, required disclosures, and definitions for non-GAAP financial measures [Earnings Call Information](index=13&type=section&id=Earnings%20Call%20Information) A conference call to discuss Q2 2025 results will be held on August 5, 2025, at 10:00 a.m. ET - A conference call to discuss the Q2 2025 results will be held on **August 5, 2025, at 10:00 a.m. ET**[35](index=35&type=chunk) - Investors can listen to the live call and access a replay on the Investor Relations section of www.rymanhp.com[35](index=35&type=chunk) [About Ryman Hospitality Properties, Inc.](index=13&type=section&id=About%20Ryman%20Hospitality%20Properties%2C%20Inc.) The company is a leading lodging REIT specializing in upscale convention center resorts and entertainment experiences - Ryman Hospitality Properties, Inc. (NYSE: RHP) is a lodging and hospitality REIT focused on upscale convention center resorts and entertainment experiences[36](index=36&type=chunk) - The company's hotel portfolio includes five Gaylord Hotels, JW Marriott Phoenix Desert Ridge Resort & Spa, JW Marriott San Antonio Hill Country Resort & Spa, and two ancillary hotels, totaling **12,364 rooms** and over **3 million square feet of meeting space**, managed by Marriott International[36](index=36&type=chunk) - RHP owns an approximate **70% controlling interest** in Opry Entertainment Group (OEG), which includes brands like Grand Ole Opry, Ryman Auditorium, Ole Red, and Block 21, operating as its Entertainment segment[36](index=36&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=14&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This release contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially - The press release contains forward-looking statements regarding future performance, business levels, financial results, and dividends, which are subject to risks and uncertainties[37](index=37&type=chunk) - Risks include economic conditions affecting hospitality, geographic concentration of properties, inflation, changes in economic/market conditions, ability to remain a REIT, cash flow generation for dividends, ability to borrow/refinance debt, and integration of JW Marriott Desert Ridge[37](index=37&type=chunk) - The company does not undertake any obligation to publicly release revisions to forward-looking statements, except as required by law[37](index=37&type=chunk) [Additional Information](index=14&type=section&id=Additional%20Information) Investors should read this release in conjunction with the company's most recent Annual Report on Form 10-K - This release should be read with the consolidated financial statements and notes in the most recent Annual Report on Form 10-K[38](index=38&type=chunk) - Reports are available on www.rymanhp.com and www.sec.gov[38](index=38&type=chunk) [Non-GAAP Financial Measures Definitions](index=14&type=section&id=Non-GAAP%20Financial%20Measures%20Definitions) This section defines non-GAAP measures like EBITDAre, Adjusted EBITDAre, and FFO used to evaluate performance - RevPAR is calculated by dividing room revenue by room nights available; Total RevPAR includes room, food & beverage, and other ancillary services revenue[39](index=39&type=chunk) - GAAP margin figures are calculated by dividing GAAP consolidated net income available to common stockholders or operating income by corresponding GAAP revenue[40](index=40&type=chunk) - EBITDAre is defined by NAREIT as net income plus interest expense, income tax expense, depreciation and amortization, gains/losses on disposition of depreciated property, impairment write-downs, and adjustments for unconsolidated affiliates[41](index=41&type=chunk) - Adjusted EBITDAre further adjusts EBITDAre for items like preopening costs, non-cash lease expense, equity-based compensation, transaction costs, and loss on extinguishment of debt[42](index=42&type=chunk)[43](index=43&type=chunk) - FFO (Funds From Operations) is defined by NAREIT as net income excluding depreciation and amortization, gains/losses from real estate sales, impairment write-downs of real estate assets, and adjustments for joint ventures[46](index=46&type=chunk) - Adjusted FFO available to common stockholders and unit holders further adjusts FFO for items such as right-of-use asset amortization, non-cash lease expense, amortization of deferred financing costs/debt discounts, loss on extinguishment of debt, and deferred income tax expense[47](index=47&type=chunk) - These non-GAAP measures are used to evaluate operating performance and debt leverage, providing insights into operations without specified non-cash items, but are not alternatives to GAAP measures and may not be comparable across companies[44](index=44&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) [Investor Relations Contacts](index=18&type=section&id=Investor%20Relations%20Contacts) Contact information is provided for the company's investor relations and media teams - Key contacts for investor relations are Mark Fioravanti (President and CEO), Jennifer Hutcheson (CFO), and Sarah Martin (VP, Investor Relations)[52](index=52&type=chunk) - Shannon Sullivan (VP, Corporate and Brand Communications) is the media contact[52](index=52&type=chunk) [Supplemental Financial Statements & Reconciliations](index=19&type=section&id=Supplemental%20Financial%20Statements%20%26%20Reconciliations) This section provides detailed financial statements and reconciliations of GAAP to non-GAAP financial measures [Condensed Consolidated Statements of Operations](index=19&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements show increased total revenues but decreased operating and net income for Q2 2025 compared to the prior year Condensed Consolidated Statements of Operations (Q2 2025 vs. Q2 2024) | Metric | Three Months Ended June 30, 2025 ($ in thousands) | Three Months Ended June 30, 2024 ($ in thousands) | | :--- | :--- | :--- | | Total revenues | $659,515 | $613,290 | | Total operating expenses | $520,090 | $445,219 | | Operating income | $139,425 | $168,071 | | Net income | $75,875 | $104,740 | | Net income available to common stockholders | $71,753 | $100,805 | | Diluted income per share available to common stockholders | $1.12 | $1.65 | - Diluted weighted average common shares for Q2 2025 include approximately **3.0 million additional shares** issued on May 21, 2025, and equivalent shares related to OEG noncontrolling interest put rights[54](index=54&type=chunk) [Condensed Consolidated Balance Sheets](index=20&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $6.11 billion as of June 30, 2025, driven by increases in property, equipment, and intangible assets Condensed Consolidated Balance Sheets (as of June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 ($ in thousands) | December 31, 2024 ($ in thousands) | | :--- | :--- | :--- | | Property and equipment, net | $4,926,280 | $4,124,382 | | Cash and cash equivalents - unrestricted | $420,579 | $477,694 | | Intangible assets and goodwill, net | $294,921 | $116,376 | | Total assets | $6,110,620 | $5,217,573 | | Debt and finance lease obligations | $3,975,213 | $3,378,396 | | Total equity | $842,445 | $552,637 | [Adjusted EBITDAre Reconciliation](index=21&type=section&id=Adjusted%20EBITDAre%20Reconciliation) This section reconciles net income to Adjusted EBITDAre, showing a 9.2% decrease in consolidated Adjusted EBITDAre for Q2 2025 Consolidated Adjusted EBITDAre Reconciliation (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Net income | $75,875 | $104,740 | (27.6)% | | EBITDAre | $203,638 | $225,008 | (9.5)% | | Adjusted EBITDAre | $211,856 | $233,195 | (9.2)% | | Adjusted EBITDAre, excluding noncontrolling interest | $200,561 | $222,473 | (9.8)% | Segment Adjusted EBITDAre (Q2 2025 vs. Q2 2024) | Segment | Q2 2025 Adjusted EBITDAre ($ in thousands) | Q2 2024 Adjusted EBITDAre ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Hospitality | $186,435 | $204,615 | (8.9)% | | Same-store Hospitality | $187,017 | $204,615 | (8.6)% | | Entertainment | $33,908 | $35,744 | (5.1)% | | Corporate and Other | $(8,487) | $(7,164) | (18.5)% | [FFO and Adjusted FFO Reconciliation](index=22&type=section&id=FFO%20and%20Adjusted%20FFO%20Reconciliation) FFO available to common stockholders and unit holders decreased by 13.0% in Q2 2025, with Adjusted FFO down 14.2% FFO and Adjusted FFO Reconciliation (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Net income available to common stockholders | $71,753 | $100,805 | (28.8)% | | FFO available to common stockholders and unit holders | $137,145 | $157,647 | (13.0)% | | Adjusted FFO available to common stockholders and unit holders | $148,845 | $173,432 | (14.2)% | | FFO available to common stockholders and unit holders per diluted share/unit | $2.14 | $2.57 | (16.7)% | | Adjusted FFO available to common stockholders and unit holders per diluted share/unit | $2.35 | $2.83 | (17.0)% | - Diluted weighted average common shares for Q2 2025 include approximately **3.0 million additional shares** issued on May 21, 2025, and equivalent shares related to OEG noncontrolling interest put rights[60](index=60&type=chunk) [Hospitality Segment Adjusted EBITDAre Reconciliation and Operating Metrics](index=23&type=section&id=Hospitality%20Segment%20Adjusted%20EBITDAre%20Reconciliation%20and%20Operating%20Metrics) This section details performance across individual properties, highlighting varied results within the Hospitality segment Hospitality Segment Adjusted EBITDAre and Key Metrics (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 ($ in thousands) | Q2 2024 ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Hospitality Adjusted EBITDAre | $186,435 | $204,615 | (8.9)% | | Same-store Hospitality Adjusted EBITDAre | $187,017 | $204,615 | (8.6)% | | Hospitality Occupancy | 73.3 % | 73.7 % | (0.4)pts | | Hospitality ADR | $258.88 | $260.76 | (0.7)% | | Hospitality RevPAR | $189.77 | $192.07 | (1.2)% | | Hospitality Total RevPAR | $487.62 | $499.76 | (2.4)% | Individual Property Adjusted EBITDAre (Q2 2025 vs. Q2 2024) | Property | Q2 2025 Adjusted EBITDAre ($ in thousands) | Q2 2024 Adjusted EBITDAre ($ in thousands) | % Change | | :--- | :--- | :--- | :--- | | Gaylord Opryland | $43,710 | $58,830 | (25.7)% | | Gaylord Palms | $23,236 | $20,361 | 14.1 % | | Gaylord Texan | $31,159 | $32,058 | (2.8)% | | Gaylord National | $25,420 | $31,921 | (20.4)% | | Gaylord Rockies | $36,695 | $35,574 | 3.2 % | | JW Marriott Hill Country | $25,169 | $22,909 | 9.9 % | | JW Marriott Desert Ridge | $(582) | $0 | N/A | [Earnings Per Share, FFO Per Share and Adjusted FFO Per Share Calculations](index=26&type=section&id=Earnings%20Per%20Share%2C%20FFO%20Per%20Share%20and%20Adjusted%20FFO%20Per%20Share%20Calculations) Diluted income per share available to common stockholders decreased by 32.1% in Q2 2025 due to lower net income and more shares Per Share Metrics (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Basic income per share available to common stockholders | $1.17 | $1.68 | (30.4)% | | Diluted income per share available to common stockholders | $1.12 | $1.65 | (32.1)% | | FFO available to common stockholders and unit holders per diluted share/unit | $2.14 | $2.57 | (16.7)% | | Adjusted FFO available to common stockholders and unit holders per diluted share/unit | $2.35 | $2.83 | (17.0)% | | Weighted average shares outstanding - diluted (thousands) | 65,732 | 63,223 | 3.97 % | - Diluted weighted average common shares for Q2 2025 include approximately **3.0 million additional shares** issued on May 21, 2025, and equivalent shares related to OEG noncontrolling interest put rights[68](index=68&type=chunk) [Reconciliation of Forward-Looking Statements](index=27&type=section&id=Reconciliation%20of%20Forward-Looking%20Statements) This section reconciles full-year 2025 guidance for key metrics, showing the impact of the JW Marriott Desert Ridge acquisition Consolidated Adjusted EBITDAre Guidance Reconciliation (Full Year 2025 Midpoint) | Metric | Current Guidance ($ in thousands) | Prior Guidance ($ in thousands) | Change ($ in thousands) | | :--- | :--- | :--- | :--- | | Net income | $231,250 | $253,125 | $(21,875) | | EBITDAre | $761,813 | $745,188 | $16,625 | | Adjusted EBITDAre | $790,000 | $775,000 | $15,000 | Consolidated FFO and Adjusted FFO Guidance Reconciliation (Full Year 2025 Midpoint) | Metric | Current Guidance ($ in thousands) | Prior Guidance ($ in thousands) | Change ($ in thousands) | | :--- | :--- | :--- | :--- | | Net income available to common stockholders | $222,750 | $246,125 | $(23,375) | | FFO available to common stockholders and unit holders | $503,063 | $505,938 | $(2,875) | | Adjusted FFO available to common stockholders and unit holders | $525,750 | $532,500 | $(6,750) | Per Share Guidance Reconciliation (Full Year 2025 Midpoint) | Metric | Current Guidance | Prior Guidance | Change | | :--- | :--- | :--- | :--- | | Diluted income per share available to common stockholders | $3.47 | $3.93 | $(0.46) | | Adjusted FFO available to common stockholders and unit holders per diluted share/unit | $8.21 | $8.55 | $(0.34) | | Estimated weighted average shares outstanding - diluted (millions) | 66.2 | 64.5 | 1.7 | - The updated guidance includes the JW Marriott Desert Ridge acquisition and the impact of approximately **3.0 million additional shares** issued on May 21, 2025[70](index=70&type=chunk)[74](index=74&type=chunk)

Core Insights - Ryman Hospitality Properties (RHP) reported a revenue of $659.52 million for the quarter ended June 2025, reflecting a 7.5% increase year-over-year and a surprise of +7.39% over the Zacks Consensus Estimate of $614.13 million [1] - The earnings per share (EPS) for the quarter was $2.35, compared to $1.65 in the same quarter last year, with an EPS surprise of +1.73% against the consensus estimate of $2.31 [1] Revenue Breakdown - Hospitality revenue was reported at $516.21 million, slightly above the average estimate of $513.37 million, representing a year-over-year decline of -0.6% [4] - Entertainment revenue reached $143.3 million, significantly exceeding the average estimate of $101.73 million, with a year-over-year increase of +52.1% [4] Stock Performance - Over the past month, shares of Ryman Hospitality Properties have returned -9.9%, contrasting with the Zacks S&P 500 composite's +0.6% change [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market in the near term [3]