Ryman Hospitality Properties (RHP)

Risks

• The coronavirus (COVID-19) pandemic has had, and may in the future continue to have, a material adverse effect on our financial condition, results of operations, cash flows and our ability to make distributions to our shareholders, and the COVID-19 pandemic could continue or worsen.
• If 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.
• The operation and management of our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, is concentrated in Marriott.
• Restrictive 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.
• Marriott and any future third-party hotel manager may own or operate hotels that compete with our hotel properties.
• Our 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.
• Due to the geographic concentration of our current hotel properties, we are subject to a greater degree of risk to certain factors.
• The 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.
• Our 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.
• We 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.
• Cyber security incidents could have a disruptive effect on our business.
• Our real estate assets are subject to numerous risks.
• Our properties are subject to environmental regulations that could impose significant financial liability on us.
• Compliance with the Americans with Disabilities Act could require us to incur substantial costs.
• As 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.
• We are subject to risks associated with our hotel managers’ employment of hotel personnel, particularly with hotels whose managers employ unionized labor, which could increase our hotels’ operating costs, reduce the flexibility of our third-party hotel managers to adjust the size of the workforce at our hotel properties and impair our ability to make distributions to our stockholders.
• Our 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.
• Any failure to protect the trademarks and intellectual property used in our business could reduce the value of our brand names and harm our business.
• Illiquidity 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.
• Our 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.
• If 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.
• As a REIT, failure to make required distributions to our stockholders would subject us to federal and state corporate income tax.
• Even 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.
• Complying 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.
• U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate.
• Legislative or other actions affecting REITs could have a negative effect on us or our stockholders.
• Even as a REIT, changes in federal, state, or local tax law, interpretations of existing tax law or agreements with tax authorities could affect our profitability and financial condition by increasing our tax costs.
• The ability of our board of directors to revoke our REIT qualification, without stockholder approval, may cause adverse consequences to our stockholders.
• We may be required to borrow funds, sell assets, or issue equity to satisfy our REIT distribution requirements or maintain the asset ownership tests.
• Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities.
• Our planned use of TRSs may cause us to fail to qualify as a REIT.
• If 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.
• If 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.
• Our dividend is currently suspended, and covenants 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.
• Our cash distributions are not guaranteed and may fluctuate.
• We have invested in, and in the future may invest in, mortgage loans, mezzanine debt, joint ventures, such as our Circle investment, or certain minority equity interests over which we may not have significant control, to or for which we may owe significant funding or obligations and for which there is no readily available market, and these investments may not be profitable.
• Our substantial debt could reduce our cash flow and limit our business activities.
• We 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.
• To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us.
• The 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.
• Our indebtedness is secured by a substantial portion of our assets.
• We are a holding company and depend upon our subsidiaries’ cash flow to meet our debt service obligations.
• Our organizational documents and Delaware law could make it difficult for a third party to acquire control of us.
• The ownership limitations in our Charter may restrict or prevent stockholders from engaging in certain transfers of our common stock.
• We are subject to risks related to our environmental, social and governance practices.
• Hospitality 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.
• Health care reform efforts could adversely affect our results of operations.
• The ability of our board of directors to change our major policies without the consent of stockholders may not be in our stockholders’ interest.
• The market price of our common stock may vary substantially based on changes in market interest rates and other factors.