Ryman Hospitality Properties (RHP) risk factors, FY2024 10-K

Risks Relating to Our Business

1. 01If Marriott or any future third-party hotel manager does not manage our hotel properties or other businesses successfully, our financial condition, results of operations and our ability to service debt and make distributions to our stockholders may be negatively impacted
2. 02have a negative impact on their ability to operate and manage our hotel properties successfully and could negatively impact our financial condition, results of operations and our ability to service debt and make distributions to our stockholders
3. 03The operation and management of our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, is concentrated in Marriott
4. 04Restrictive covenants and other provisions in our hotel management agreements with third-party hotel managers could limit our ability to sell or lease our hotel properties or refinance our existing debt
5. 05Marriott and any future third-party hotel manager may own or operate hotels that compete with our hotel properties
6. 06Our concentration in the hospitality industry, and in particular the group-oriented meetings sector of the hospitality industry, exposes us to certain risks outside of our and Marriott’s control
7. 07The geographic concentration of our current hotel properties subjects us to a greater degree of risk to certain factors
8. 08Inflation may adversely affect our financial condition and results from operations
9. 09The hotel business is capital-intensive, and our inability to obtain financing or successfully complete acquisitions or capital improvements, or the disruption associated with them, could limit our growth or impact our performance
10. 10Our TRS lessee structure subjects us to the risk of increased hotel operating expenses and the inability of our TRS lessees to make lease payments to us
11. 11We and our third-party hotel manager rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure could harm our business
12. 12Changes in privacy and data security laws could increase our operating costs and increase our exposure to fines and litigation
13. 13Cybersecurity incidents, including the failure to protect the integrity or availability of IT systems or the security of confidential information, or the introduction of malware or ransomware, could harm our business
14. 14Our real estate assets are subject to numerous risks
15. 15Our properties are subject to environmental regulations that could impose significant financial liability on us
16. 16Compliance with the Americans with Disabilities Act could require us to incur substantial costs
17. 17As an owner of hotel properties and operator of leisure businesses, we are subject to risks relating to acts of God, outbreaks of pandemic disease, terrorist activity and war
18. 18Our operating costs could increase if we and our hotel managers cannot attract and retain talented personnel or as the result of the loss of the services of our senior executives
19. 19Third-party infringement of the Gaylord Hotels or JW Marriott marks owned by Marriott or the marks we own and use in our entertainment business, or the failure to enforce rights to the marks, could be damaging to our business
20. 20Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our hotel properties and harm our financial condition
21. 21Our operating results and ability to service debt and make distributions to our stockholders may be adversely affected by various operating risks common to the lodging industry
22. 22We conduct the operations of our Entertainment segment through OEG and our ownership is subject to the terms of agreements with A-OEG Holdings, LLC, an affiliate of Atairos. Any disagreement with Atairos or its affiliate may adversely affect our interest in OEG
23. 23Hospitality companies have been the target of class actions and other lawsuits alleging violations of federal and state law and other claims, and we may be subject to legal claims

Risks Relating to Our Status as a REIT

1. 24If we fail to remain qualified as a REIT, we would be subject to tax at corporate income tax rates and would not be able to deduct distributions to stockholders when computing our taxable income
2. 25If we fail to qualify for taxation as a REIT, we may need to borrow additional funds or liquidate certain assets to pay any additional tax liability. Accordingly, funds available for investment or distribution to stockholders would be reduced
3. 26As a REIT, failure to make required distributions to our stockholders would subject us to federal and state corporate income tax
4. 27Even though we are conducting our business as a REIT, certain of our business activities will be subject to corporate level income tax, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities
5. 28significant in amount, to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT
6. 29Complying with REIT requirements may limit our ability to hedge effectively and increase the costs of our hedging and may cause us to incur tax liabilities
7. 30Legislative or other actions affecting REITs could have a negative effect on us or our stockholders
8. 31Taxation of dividend income could make our stock less attractive to certain investors and reduce the market price of our stock
9. 32The ability of our board of directors to revoke our REIT qualification, without stockholder approval, may cause adverse consequences to our stockholders
10. 33We may be required to borrow funds, sell assets, or issue equity to satisfy our REIT distribution requirements or maintain the asset ownership tests
11. 34Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities
12. 35Our planned use of TRSs may cause us to fail to qualify as a REIT
13. 36If our leases of our hotel properties to TRS lessees are not true leases for federal income tax purposes, we may fail to qualify as a REIT
14. 37If Marriott or any future third-party hotel manager fails to qualify as an “eligible independent contractor,” or if our hotels are not “qualified lodging facilities,” we may fail to qualify as a REIT

Risks Relating to Our Capital Structure

1. 38Covenants in our current and future debt instruments may limit our ability to make required distributions to our stockholders in accordance with our announced intended dividend policy
2. 39Our cash distributions are not guaranteed and may fluctuate
3. 40Our substantial debt could reduce our cash flow and limit our business activities
4. 41We could be required to refinance our debt before it matures and there is no assurance that we will be able to refinance our debt on acceptable terms
5. 42To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us
6. 43The agreements governing our debt contain various covenants that may limit our ability to operate our business and impair our ability to make distributions to our stockholders
7. 44If we fail to comply with these covenants, we would be in default under our credit facility and the indentures governing our senior unsecured notes, and the outstanding principal and accrued interest on such debt would become due and payable
8. 45Our indebtedness is secured by a substantial portion of our assets
9. 46We are a holding company and depend upon our subsidiaries’ cash flow to meet our debt service obligations
10. 47Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly
11. 48Our organizational documents and Delaware law could make it difficult for a third party to acquire control of us
12. 49The ownership limitations in our Charter may restrict or prevent stockholders from engaging in certain transfers of our common stock
13. 50The market price of our common stock may vary substantially based on changes in market interest rates and other factors