Ryman Hospitality Properties (RHP) risk factors, FY2025 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 impacted51% rewritten
2. 02The operation and management of our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, is concentrated in Marriott
3. 03Restrictive 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
4. 04Marriott and any future third-party hotel manager may own or operate hotels that compete with our hotel properties36% rewritten
5. 05Our primary business is hotel-related, and our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, are concentrated in the group-oriented meetings sector of the hospitality industryNew
6. 06The geographic concentration of our current hotel properties subjects us to a greater degree of risk to certain factors
7. 07Inflation may adversely affect our financial condition and results from operations
8. 08The hotel business is capital-intensive, and our inability to obtain financing or successfully complete acquisitions or capital improvements, or mitigate the disruption associated with them, could limit our growth or impact our performance
9. 09Our 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
10. 10We 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
11. 11Changes in privacy and data security laws could increase our operating costs and increase our exposure to fines and litigation
12. 12Cybersecurity 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
13. 13Our real estate assets are subject to numerous risks
14. 14Our properties are subject to environmental regulations that could impose significant financial liability on us
15. 15Compliance with the Americans with Disabilities Act could require us to incur substantial costs
16. 16As 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, geopolitical uncertainty and war
17. 17Our 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
18. 18Third-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
19. 19Illiquidity 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 condition44% rewritten
20. 20derived from prohibited transactions, including the sale of property (other than foreclosure property) held primarily for sale to customers in the ordinary course. There can be no assurances that the IRS will not contend that the sale of a hotel is subject to this 100% excise taxNew
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. 22Our financial and operating results may suffer if we are unsuccessful in integrating JW Marriott Desert Ridge with our existing assets, and integrating JW Marriott Desert Ridge may be more difficult, costly or time-consuming than expectedNew
23. 23We 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
24. 24Hospitality 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. 25If 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. 26If 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. 27As a REIT, failure to make required distributions to our stockholders would subject us to federal and state corporate income tax
4. 28Even 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 liabilities70% rewritten
5. 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
6. 30Legislative or other actions affecting REITs could have a negative effect on us or our stockholders
7. 31Taxation of dividend income could make our stock less attractive to certain investors and reduce the market price of our stock77% rewritten
8. 32taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of our stockNew
9. 33The ability of our board of directors to revoke our REIT qualification, without stockholder approval, may cause adverse consequences to our stockholders
10. 34We may be required to borrow funds, sell assets, or issue equity to satisfy our REIT distribution requirements or maintain the asset ownership tests
11. 35Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities
12. 36Our planned use of TRSs may cause us to fail to qualify as a REIT
13. 37If 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. 38If 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 REIT66% rewritten
15. 39of these 35% thresholds are complex, and monitoring actual and constructive ownership of our shares by the third-party hotel manager and their owners may not be practical. Accordingly, there can be no assurance that these ownership limits will not be exceededNew

Risks Relating to Our Capital Structure

1. 40Covenants 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. 41Our cash distributions are not guaranteed and may fluctuate
3. 42Our substantial debt could reduce our cash flow and limit our business activities
4. 43We 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. 44To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us
6. 45The 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. 46If 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. 47Our indebtedness is secured by a substantial portion of our assets21% rewritten
9. 48We are a holding company and depend upon our subsidiaries’ cash flow to meet our debt service obligations
10. 49Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly
11. 50Our organizational documents and Delaware law could make it difficult for a third party to acquire control of us
12. 51The ownership limitations in our Charter may restrict or prevent stockholders from engaging in certain transfers of our common stock
13. 52The market price of our common stock may vary substantially based on changes in market interest rates and other factors