Ryman Hospitality Properties(RHP) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for the company ITEM 1. – FINANCIAL STATEMENTS. 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) 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) 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) 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] - 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] Condensed Consolidated Statements of Equity and Noncontrolling Interest (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] Notes to Condensed Consolidated Financial Statements (Unaudited) This section provides detailed explanations and disclosures for various financial statement line items and transactions 1. BASIS OF PRESENTATION 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] - 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] - 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][23][24][25] 2. JW MARRIOTT DESERT RIDGE TRANSACTION 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] 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 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 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] 5. ACCUMULATED OTHER COMPREHENSIVE LOSS 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] 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 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] 7. NOTES RECEIVABLE 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][39] 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 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][47] - 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][50] 9. DEFERRED MANAGEMENT RIGHTS PROCEEDS 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][57] 10. LEASES 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] 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] 11. STOCK PLANS 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] 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 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] 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] 13. COMMITMENTS AND CONTINGENCIES 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][69] 14. EQUITY 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] - 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][72] - 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] 15. FAIR VALUE MEASUREMENTS 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][75][76] 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 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] 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. 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 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] - 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] - The Company also owns an approximate 70% controlling equity interest in Opry Entertainment Group (OEG), which includes various entertainment and media assets[97] Significant 2025 Activities 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] Our Long-Term Strategic Plan 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][103][104][106][107] - 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] - 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] Our Operations & Key Performance Indicators 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] - 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][116] - 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] Summary Financial Results 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][121][122] Factors and Trends Contributing to Performance and Current Environment 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] - 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][129] - 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][230][231] Operating Results – Detailed Segment Financial Information This section provides a detailed breakdown of financial performance across the company's Hospitality, Entertainment, and Corporate and Other segments Hospitality Segment 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][134] - 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][136] Entertainment Segment 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][147][148] Corporate and Other Segment 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] 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 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] Operating Results – Gain on Sale of Assets 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] Non-Operating Results Affecting Net Income This section details non-operating items impacting net income, such as interest expense, income, and debt extinguishment losses Interest Expense 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] Interest Income 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] 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 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] - 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] Other Gains and (Losses), net This section covers miscellaneous other gains and losses impacting net income - Other gains and (losses), net, represent various miscellaneous items[159] Provision for Income Taxes 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] Non-GAAP Financial Measures This section defines and presents key non-GAAP financial measures used by the company EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest Definition 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] - 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] 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 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][168] - 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] 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 This section analyzes the company's cash flows, available liquidity, and debt management strategies Cash Flows Provided By Operating Activities 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] - Unfavorable working capital changes resulted from increased accounts receivable and decreased accounts payable/accrued liabilities, partially offset by increased advanced ticket purchases[174] Cash Flows Used In Investing Activities 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] Cash Flows Provided By (Used In) Financing Activities 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] 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] - 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] - 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] Principal Debt Agreements 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][191][193][194][197][199] - 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][203][208][211][215] - 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][222] Estimated Interest on Principal Debt Agreements 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] 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][231] - A prolonged inflationary environment could adversely affect operating costs, customer spending and bookings, and financial results[232] Supplemental Guarantor Financial Information 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] 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 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] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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] ITEM 4. CONTROLS AND PROCEDURES. 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] - 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] - 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] PART II — OTHER INFORMATION This section provides disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, and other information ITEM 1. LEGAL PROCEEDINGS. 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][242] - Management believes that the outcome of such contingencies will not have a material effect on the Company's financial statements[69][242] ITEM 1A. RISK FACTORS. 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][245] - 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][248] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. This item is marked as inapplicable for the reporting period - This item is inapplicable for the reporting period[249] ITEM 3. DEFAULTS UPON SENIOR SECURITIES. This item is marked as inapplicable for the reporting period - This item is inapplicable for the reporting period[250] ITEM 4. MINE SAFETY DISCLOSURES. This item is marked as inapplicable for the reporting period - This item is inapplicable for the reporting period[251] ITEM 5. OTHER INFORMATION. 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] ITEM 6. EXHIBITS. 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] SIGNATURES This section contains the official attestations and signatures for the financial report 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]