Risk Factors Update Summary
- Increased risk of default due to inability to satisfy debt covenants, including cash flow coverage tests.
- Concentration risk increased as the two largest tenants' revenue share decreased from 9.6% to 4.9%.
- Change in organizational documents may limit shareholder recourse for actions of directors and officers.
- Decline in percentage rent payments from Park Hotels Portfolio in 2022 compared to 2023.
- Percentage rent from Park Hotels Portfolio increased to $2.8 million in 2023 from $0 in 2022.
- Potential dilution of common stock due to issuance or sale of additional Caret units.
- Material uncertainty and risk due to the possibility of another epidemic, pandemic, or health crisis.
- Cybersecurity risks highlighted; potential disruptions, financial data integrity, and increased costs identified.
- Risks related to failure to qualify as a REIT, including tax consequences and reduced cash flow.
- Ground Lease transactions with developers pose risks due to construction completion uncertainties.
- Increased expenses related to the Merger and challenges in realizing anticipated synergies.
- Introduction of joint ventures with different investment profiles, posing additional risks.
- Potential conflicts of interest between holders of common stock and Caret units due to management ownership.
- Potential adverse impact on financial condition and results of operations due to financing risks.
- Tenant bankruptcy risk highlighted; potential impact on property income and ownership in case of default.
- Limitations on ability to make changes to agreements that could benefit the company without Caret unitholder consent.
- Increased vulnerability to economic downturns and limitations in reacting to market conditions.
- Ownership of commercial properties exposes the company to risks associated with property ownership.
- Risks related to the Merger impacting future dividends and potential changes in dividend practices.
- Limitation on shareholder recourse and access to judicial fora due to organizational document provisions.
- Competition risks noted; competition for investments may impact costs, returns, and business growth.
Full Text Changes in Most Recent 10-K
Intended use: review the highlighted statements. These are additions to the risk factors disclosure in the most recent 10-K filing compared to the previous 10-K filing. Deleted and moved text is less important and is shown for context.
To view the full company filings, click on the following link to be taken to the SEC EDGAR database landing page for the company: https://www.sec.gov/edgar/browse/?CIK=1095651&owner=exclude
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