UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM			10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-34571




PEBBLEBROOK HOTEL TRUST
			(Exact Name of Registrant as Specified in Its Charter)


Maryland						27-1055421
(State of Incorporation or Organization)						(I.R.S. Employer Identification No.)

4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland						20814
(Address of Principal Executive Offices)						(Zip Code)


(240)			507-1300
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, $0.01 par value per share

PEB

New York Stock Exchange

Series ~~C Cumulative Redeemable Preferred Shares, $0.01 par value~~

~~PEB-PC~~

~~New York Stock Exchange~~

~~Series D Cumulative Redeemable Preferred Shares, $0.01 par value~~

~~PEB-PD~~

~~New York Stock Exchange~~

~~Series~~ E Cumulative Redeemable Preferred Shares, $0.01 par value

PEB-PE

New York Stock Exchange

Series F Cumulative Redeemable Preferred Shares, $0.01 par value

PEB-PF

New York Stock Exchange

Series G Cumulative Redeemable Preferred Shares, $0.01 par value

PEB-PG

New York Stock Exchange

Series H Cumulative Redeemable Preferred Shares, $0.01 par value

PEB-PH

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

(do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at July ~~26, 2021~~22, 2022
Common shares of beneficial interest ($0.01 par value per share)						~~131,382,515~~131,452,043


Pebblebrook Hotel Trust TABLE OF CONTENTS



		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
	Consolidated Balance Sheets - June 3 0 ~~, 2021~~ 30, 2022 (unaudited) and December 31, ~~2020~~ 2021	3
	Consolidated Statements of Operations and Comprehensive Income (unaudited) - Three and six months ended June 3 0 , ~~2021~~ 30, 2022 and ~~2020~~ 2021	4
	Consolidated Statements of Equity (unaudited) - Three and six months ended June 3 0 ~~, 2021~~ 30, 2022 and ~~2020~~ 2021	6
	Consolidated Statements of Cash Flows (unaudited) - Six months ended June 30,~~, 2021~~ 2022 and ~~2020~~ 2021	10
	Notes to Consolidated Financial Statements (unaudited)	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	2926
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4034
Item 4.	Controls and Procedures.	4034
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	4035
Item 1A.	Risk Factors.	4035
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	4035
Item 3.	Defaults Upon Senior Securities.	4135
Item 4.	Mine Safety Disclosures.	4135
Item 5.	Other Information.	4135
Item 6.	Exhibits.	4136

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.


Pebblebrook Hotel Trust Consolidated Balance Sheets (in thousands, except share and per-share data)

	June 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Investment in hotel properties, net	$	6,039,477	$	6,079,333
Hotels held for sale	146,805		—
Cash and cash equivalents	32,046		58,518
Restricted cash	30,744		33,729
Hotel receivables (net of allowance for doubtful accounts of $281 and $1,142, respectively)	54,899		37,045
Prepaid expenses and other assets	84,954		52,565
Total assets	$	6,388,925	$	6,261,190
LIABILITIES AND EQUITY
Debt	$	2,517,751	$	2,441,888
Accounts payable, accrued expenses and other liabilities	261,169		250,584
Lease liabilities - operating leases	320,315		319,426
Deferred revenues	75,340		69,064
Accrued interest	4,821		4,567
Liabilities related to hotels held for sale	4,636		—
Distribution payable	12,217		11,756
Total liabilities	3,196,249		3,097,285
Commitments and contingencies (Note 11)	0		0
Shareholders’ equity:
Preferred shares of beneficial interest, $.01 par value (liquidation preference $740,000 at June 30, 2022 and December 31, 2021), 100,000,000 shares authorized; 29,600,000 shares issued and outstanding at June 30, 2022 and December 31, 2021	296		296
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 130,905,132 shares issued and outstanding at June 30, 2022 and 130,813,750 shares issued and outstanding at December 31, 2021	1,309		1,308
Additional paid-in capital	4,271,169		4,268,042
Accumulated other comprehensive income (loss)	23,748		(19,442)
Distributions in excess of retained earnings	(1,190,693)		(1,094,023)
Total shareholders’ equity	3,105,829		3,156,181
Non-controlling interests	86,847		7,724
Total equity	3,192,676		3,163,905
Total liabilities and equity	$	6,388,925	$	6,261,190

Pebblebrook Hotel Trust
Consolidated Balance Sheets
(In thousands, except share and per-share data)
June 30, 2021 December 31, 2020
(Unaudited)
ASSETS
Investment in hotel properties, net $ 5,667,707 $ 5,882,022
Cash and cash equivalents 312,064 124,274
Restricted cash 10,946 12,026
Hotel receivables (net of allowance for doubtful accounts of $542 and $183, respectively) 27,476 10,225
Prepaid expenses and other assets 56,156 47,819
Total assets $ 6,074,349 $ 6,076,366
LIABILITIES AND EQUITY
Debt $ 2,274,916 $ 2,280,471
Accounts payable, accrued expenses and other liabilities 243,812 226,446
Lease liabilities - operating leases 254,569 255,106
Deferred revenues 47,120 36,057
Accrued interest 4,246 4,653
Distribution payable 11,040 9,307
      Total liabilities 2,835,703 2,812,040
Commitments and contingencies (Note 11) 0 0
Shareholders’ equity:
Preferred shares of beneficial interest, $.01 par value (liquidation preference $740,000 and $510,000 at June 30, 2021 and December 31, 2020, respectively), 100,000,000 shares authorized; 29,600,000 shares issued and outstanding at June 30, 2021 and 20,400,000 shares issued and outstanding at December 31, 2020 296 204
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 130,813,750 shares issued and outstanding at June 30, 2021 and 130,673,300 shares issued and outstanding at December 31, 2020 1,308 1,307
Additional paid-in capital 4,263,473 4,169,870
Accumulated other comprehensive income (loss) (39,820) (60,071)
Distributions in excess of retained earnings (993,654) (853,973)
Total shareholders’ equity 3,231,603 3,257,337
Non-controlling interests 7,043 6,989
      Total equity 3,238,646 3,264,326
      Total liabilities and equity $ 6,074,349 $ 6,076,366

The accompanying notes are an integral part of these financial statements.

Table of Contents


Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income (in thousands, except share and per-share data)
(Unaudited)
	For the three months ended June 30,				For the six months ended June 30,
	2022		2021		2022		2021
Revenues:
Room	$	261,394	$	108,603	$	430,026	$	162,066
Food and beverage	100,724		31,514		163,148		46,323
Other operating	35,406		23,197		62,418		38,568
Total revenues	397,524		163,314		655,592		246,957
Expenses:
Hotel operating expenses:
Room	58,002		28,563		100,465		45,273
Food and beverage	64,513		22,453		110,563		33,196
Other direct and indirect	105,881		56,219		191,728		101,447
Total hotel operating expenses	228,396		107,235		402,756		179,916
Depreciation and amortization	60,274		54,701		119,374		110,144
Real estate taxes, personal property taxes, property insurance, and ground rent	33,020		29,436		63,477		58,026
General and administrative	9,686		9,724		19,394		17,370

Impairment loss	12,271		—		73,254		14,856
Gain on sale of hotel properties	—		(64,558)		—		(64,558)
Other operating expenses	1,933		521		3,056		1,083
Total operating expenses	345,580		137,059		681,311		316,837
Operating income (loss)	51,944		26,255		(25,719)		(69,880)
Interest expense	(23,161)		(24,804)		(45,733)		(50,135)
Other	14		29		33		58
Income (loss) before income taxes	28,797		1,480		(71,419)		(119,957)
Income tax (expense) benefit	—		(52)		—		(55)
Net income (loss)	28,797		1,428		(71,419)		(120,012)
Net income (loss) attributable to non-controlling interests	808		(102)		122		(960)
Net income (loss) attributable to the Company	27,989		1,530		(71,541)		(119,052)
Distributions to preferred shareholders	(11,343)		(10,094)		(22,687)		(18,233)

Net income (loss) attributable to common shareholders	$	16,646	$	(8,564)	$	(94,228)	$	(137,285)

Net income (loss) per share available to common shareholders, basic	$	0.13	$	(0.07)	$	(0.72)	$	(1.05)
Net income (loss) per share available to common shareholders, diluted	$	0.12	$	(0.07)	$	(0.72)	$	(1.05)
Weighted-average number of common shares, basic	130,904,876		130,813,521		130,904,589		130,794,801
Weighted-average number of common shares, diluted	160,720,239		130,813,521		130,904,589		130,794,801

Pebblebrook Hotel Trust
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except share and per-share data)
(Unaudited)
For the three months ended June 30, For the six months ended June 30,
2021 2020 2021 2020
Revenues:
Room $ 108,603 $ 10,801 $ 162,066 $ 187,942
Food and beverage 31,514 3,089 46,323 70,181
Other operating 23,197 8,702 38,568 33,576
Total revenues 163,314 22,592 246,957 291,699
Expenses:
Hotel operating expenses:
Room 28,563 5,430 45,273 59,555
Food and beverage 22,453 3,707 33,196 55,566
Other direct and indirect 56,219 31,448 101,447 126,918
Total hotel operating expenses 107,235 40,585 179,916 242,039
Depreciation and amortization 54,701 55,520 110,144 111,348
Real estate taxes, personal property taxes, property insurance, and ground rent 29,436 27,460 58,026 57,226
General and administrative 9,724 8,216 17,370 30,793
Transaction costs 1 99 112 135
Impairment loss 0 0 14,856 20,570
(Gain) loss on sale of hotel properties (64,558) 0 (64,558) (117,448)
(Gain) loss and other operating expenses 520 1,403 971 2,836
Total operating expenses 137,059 133,283 316,837 347,499
Operating income (loss) 26,255 (110,691) (69,880) (55,800)
Interest expense (24,804) (24,091) (50,135) (47,682)
Other 29 303 58 327
Income (loss) before income taxes 1,480 (134,479) (119,957) (103,155)
Income tax (expense) benefit (52) 3,565 (55) 14,309
Net income (loss) 1,428 (130,914) (120,012) (88,846)
Net income (loss) attributable to non-controlling interests (102) (401) (960) (282)
Net income (loss) attributable to the Company 1,530 (130,513) (119,052) (88,564)
Distributions to preferred shareholders (10,094) (8,139) (18,233) (16,278)
Net income (loss) attributable to common shareholders $ (8,564) $ (138,652) $ (137,285) $ (104,842)
Net income (loss) per share available to common shareholders, basic $ (0.07) $ (1.06) $ (1.05) $ (0.80)
Net income (loss) per share available to common shareholders, diluted $ (0.07) $ (1.06) $ (1.05) $ (0.80)
Weighted-average number of common shares, basic 130,813,521 130,563,831 130,794,801 130,559,838
Weighted-average number of common shares, diluted 130,813,521 130,563,831 130,794,801 130,559,838

Table of Contents


Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (In thousands, except share and per-share data) (Unaudited)

		For the three months ended June 30,				For the six months ended June 30,
Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (in thousands, except share and per-share data)										Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (in thousands, except share and per-share data)
(Unaudited)										(Unaudited)
		2021		2020		2021		2020			For the three months ended June 30,				For the six months ended June 30,
											2022		2021		2022		2021
Comprehensive Income:	Comprehensive Income:									Comprehensive Income:
Net income (loss)	Net income (loss)	$	1,428	$	(130,914)	$	(120,012)	$	(88,846)	Net income (loss)	$	28,797	$	1,428	$	(71,419)	$	(120,012)
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Change in fair value of derivative instruments	Change in fair value of derivative instruments	(2,310)		(7,945)		7,426		(65,419)		Change in fair value of derivative instruments	9,330		(2,310)		36,697		7,426
Amounts reclassified from other comprehensive income	Amounts reclassified from other comprehensive income	6,407		7,540		12,825		10,749		Amounts reclassified from other comprehensive income	2,404		6,407		6,778		12,825
Comprehensive income (loss)	Comprehensive income (loss)	5,525		(131,319)		(99,761)		(143,516)		Comprehensive income (loss)	40,531		5,525		(27,944)		(99,761)
Comprehensive income (loss) attributable to non-controlling interests	Comprehensive income (loss) attributable to non-controlling interests	(76)		(402)		(828)		(437)		Comprehensive income (loss) attributable to non-controlling interests	886		(76)		407		(828)
Comprehensive income (loss) attributable to the Company	Comprehensive income (loss) attributable to the Company	$	5,601	$	(130,917)	$	(98,933)	$	(143,079)	Comprehensive income (loss) attributable to the Company	$	39,645	$	5,601	$	(28,351)	$	(98,933)

The accompanying notes are an integral part of these financial statements.

Table of Contents


Pebblebrook Hotel Trust Consolidated Statements of Equity (in thousands, except share data)
(Unaudited)

	For the three months ended June 30, 2022
	Preferred Shares			Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Retained Earnings		Total Shareholders' Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2022	29,600,000	$	296	130,904,299	$	1,309	$	4,269,322	$	12,092	$	(1,206,019)	$	3,077,000	$	7,934	$	3,084,934

Issuance of shares, net of offering costs	—	—		—	—		(75)		—		—		(75)		—		(75)
Issuance of operating partnership units	—	—		—	—		—		—		—		—		78,000		78,000


Share-based compensation	—	—		833	—		1,922		—		—		1,922		698		2,620
Distributions on common shares/units	—	—		—	—		—		—		(1,320)		(1,320)		(24)		(1,344)
Distributions on preferred shares/units	—	—		—	—		—		—		(11,343)		(11,343)		(647)		(11,990)




Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—		—	—		—		9,252		—		9,252		78		9,330
Amounts reclassified from other comprehensive income	—	—		—	—		—		2,404		—		2,404		—		2,404

Net income (loss)	—	—		—	—		—		—		27,989		27,989		808		28,797
Balance at June 30, 2022	29,600,000	$	296	130,905,132	$	1,309	$	4,271,169	$	23,748	$	(1,190,693)	$	3,105,829	$	86,847	$	3,192,676

Pebblebrook Hotel Trust
Consolidated Statements of Equity
(In thousands, except share data)
(Unaudited)
For the three months ended June 30, 2021
Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Retained Earnings Total Shareholders' Equity Non-Controlling Interests Total Equity
Shares Amount Shares Amount
Balance at March 31, 2021 20,400,000 $ 204 130,812,917 $ 1,308 $ 4,038,860 $ (43,917) $ (983,771) $ 3,012,684 $ 6,472 $ 3,019,156
Issuance of shares, net of offering costs 9,200,000 92 — — 222,248 — — 222,340 — 222,340
Share-based compensation — — 833 — 2,365 — — 2,365 698 3,063
Distributions on common shares/units — — — — — — (1,319) (1,319) (25) (1,344)
Distributions on preferred shares — — — — — — (10,094) (10,094) — (10,094)
Other comprehensive income (loss):
Change in fair value of derivative instruments — — — — — (2,310) — (2,310) — (2,310)
Amounts reclassified from other comprehensive income — — — — — 6,407 — 6,407 — 6,407
Net income (loss) — — — — — — 1,530 1,530 (102) 1,428
Balance at June 30, 2021 29,600,000 $ 296 130,813,750 $ 1,308 $ 4,263,473 $ (39,820) $ (993,654) $ 3,231,603 $ 7,043 $ 3,238,646

Table of Contents

For the three months ended June 30, 2020
Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Retained Earnings Total Shareholders' Equity Non-Controlling Interests Total Equity
Shares Amount Shares Amount
Balance at March 31, 2020 20,400,000 $ 204 130,563,226 $ 1,306 $ 4,075,727 $ (78,980) $ (391,950) $ 3,606,307 $ 21,459 $ 3,627,766
Issuance of shares, net of offering costs — — — — (9) — — (9) — (9)
Share-based compensation — — 834 — 1,779 — — 1,779 — 1,779
Distributions on common shares/units — — — — — — (1,312) (1,312) (20) (1,332)
Distributions on preferred shares — — — — — — (8,139) (8,139) — (8,139)
Other comprehensive income (loss):
Change in fair value of derivative instruments — — — — — (7,945) — (7,945) — (7,945)
Amounts reclassified from other comprehensive income — — — — — 7,540 — 7,540 — 7,540
Net income (loss) — — — — — — (130,513) (130,513) (401) (130,914)
Balance at June 30, 2020 20,400,000 $ 204 130,564,060 $ 1,306 $ 4,077,497 $ (79,385) $ (531,914) $ 3,467,708 $ 21,038 $ 3,488,746


Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data)
(Unaudited)

	For the three months ended June 30, 2021
	Preferred Shares			Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Retained Earnings		Total Shareholders' Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2021	20,400,000	$	204	130,812,917	$	1,308	$	4,038,860	$	(43,917)	$	(983,771)	$	3,012,684	$	6,472	$	3,019,156
Issuance of shares, net of offering costs	9,200,000	92		—	—		222,248		—		—		222,340		—		222,340
Share-based compensation	—	—		833	—		2,365		—		—		2,365		698		3,063
Distributions on common shares/units	—	—		—	—		—		—		(1,319)		(1,319)		(25)		(1,344)
Distributions on preferred shares	—	—		—	—		—		—		(10,094)		(10,094)		—		(10,094)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—		—	—		—		(2,310)		—		(2,310)		—		(2,310)
Amounts reclassified from other comprehensive income	—	—		—	—		—		6,407		—		6,407		—		6,407
Net income (loss)	—	—		—	—		—		—		1,530		1,530		(102)		1,428
Balance at June 30, 2021	29,600,000	$	296	130,813,750	$	1,308	$	4,263,473	$	(39,820)	$	(993,654)	$	3,231,603	$	7,043	$	3,238,646

Table of Contents


Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data)																											Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data)
(Unaudited)																											(Unaudited)

																														For the six months ended June 30, 2022
		For the six months ended June 30, 2021																												Preferred Shares							Common Shares						Additional Paid-In Capital					Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Retained Earnings					Total Shareholders' Equity					Non-Controlling Interests					Total Equity
		Preferred Shares			Common Shares			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Retained Earnings			Total Shareholders' Equity				Non-Controlling Interests			Total Equity						Shares			Amount				Shares			Amount
Balance at December 31, 2021																Balance at December 31, 2021			29,600,000								$	296			130,813,750			$	1,308			$	4,268,042		$	(19,442)				$	(1,094,023)							$	3,156,181				$	7,724				$	3,163,905
		Shares	Amount		Shares	Amount				Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)				Distributions in Excess of Retained Earnings			Total Shareholders' Equity						Non-Controlling Interests			Total Equity
Balance at December 31, 2020		20,400,000	$	204	130,673,300	$	1,307
Issuance of shares, net of offering costs	Issuance of shares, net of offering costs	9,200,000	92		—	—		222,238					—			—			222,330							—							222,330			Issuance of shares, net of offering costs			—			—			—					—			(75)					—					—					(75)	—	(75)

Issuance of operating partnership units																											Issuance of operating partnership units			—			—				—			—			—					—			—					—					78,000					78,000
Issuance of common shares for Board of Trustees compensation	Issuance of common shares for Board of Trustees compensation	—	—		27,711	1		515			—			—			516				—			516			Issuance of common shares for Board of Trustees compensation			—			—				33,866			1			737					—			—					738					—					738
Repurchase of common shares	Repurchase of common shares	—	—		(38,310)	(1)		(719)			—			—			(720)				—			(720)			Repurchase of common shares			—			—				(49,787)			(1)			(1,112)					—			—					(1,113)					—					(1,113)
Share-based compensation	Share-based compensation	—	—		151,049	1		5,643			—			—			5,644				1,047			6,691			Share-based compensation			—			—				107,303			1			3,577					—			—					3,578					1,396					4,974
Distributions on common shares/units	Distributions on common shares/units	—	—		—	—		—			—			(2,396)			(2,396)				(33)			(2,429)			Distributions on common shares/units			—			—				—			—			—					—			(2,442)					(2,442)					(33)					(2,475)
Distributions on preferred shares		—	—		—	—		—			—			(18,233)			(18,233)				—			(18,233)
Distributions on preferred shares/units																											Distributions on preferred shares/units			—			—				—			—			—					—			(22,687)					(22,687)					(647)					(23,334)

Cumulative effect adjustment from adoption of new accounting standard		—	—		—	—		(113,099)			—			—			(113,099)				—			(113,099)
Purchases of capped calls in connection with convertible senior notes		—	—		—	—		(20,975)			—			—			(20,975)				—			(20,975)

Other comprehensive income (loss):	Other comprehensive income (loss):																										Other comprehensive income (loss):
Change in fair value of derivative instruments	Change in fair value of derivative instruments	—	—		—	—		—			7,426			—			7,426				—			7,426			Change in fair value of derivative instruments			—			—				—			—			—					36,412			—					36,412					285					36,697
Amounts reclassified from other comprehensive income	Amounts reclassified from other comprehensive income	—	—		—	—		—			12,825			—			12,825				—			12,825			Amounts reclassified from other comprehensive income			—			—				—			—			—					6,778			—					6,778					—					6,778

Net income (loss)	Net income (loss)	—	—		—	—		—			—			(119,052)			(119,052)				(960)			(120,012)			Net income (loss)			—			—				—			—			—					—			(71,541)					(71,541)					122					(71,419)
Balance at June 30, 2021		29,600,000	$	296	130,813,750	$	1,308	$	4,263,473		$	(39,820)		$	(993,654)		$	3,231,603			$	7,043		$	3,238,646

Balance at June 30, 2022																											Balance at June 30, 2022			29,600,000			$	296			130,905,132			$	1,309		$	4,271,169				$	23,748		$	(1,190,693)				$	3,105,829				$	86,847				$	3,192,676

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For the six months ended June 30, 2020
Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Retained Earnings Total Shareholders' Equity Non-Controlling Interests Total Equity
Shares Amount Shares Amount
Balance at December 31, 2019 20,400,000 $ 204 130,484,956 $ 1,305 $ 4,069,410 $ (24,715) $ (424,996) $ 3,621,208 $ 10,728 $ 3,631,936
Issuance of shares, net of offering costs — — — — (94) — — (94) — (94)
Issuance of common shares for Board of Trustees compensation — — 23,528 1 636 — — 637 — 637
Repurchase of common shares — — (47,507) (1) (1,254) — — (1,255) — (1,255)
Share-based compensation — — 103,083 1 8,799 — — 8,800 10,616 19,416
Distributions on common shares/units — — — — — — (2,076) (2,076) (24) (2,100)
Distributions on preferred shares — — — — — — (16,278) (16,278) — (16,278)
Change in fair value of derivative instruments — — — — — (65,419) — (65,419) — (65,419)
Amounts reclassified from other comprehensive income — — — — — 10,749 — 10,749 — 10,749
Net income (loss) — — — — — — (88,564) (88,564) (282) (88,846)
Balance at June 30, 2020 20,400,000 $ 204 130,564,060 $ 1,306 $ 4,077,497 $ (79,385) $ (531,914) $ 3,467,708 $ 21,038 $ 3,488,746


Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data)
(Unaudited)

	For the six months ended June 30, 2021
	Preferred Shares			Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Retained Earnings		Total Shareholders' Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2020	20,400,000	$	204	130,673,300	$	1,307	$	4,169,870	$	(60,071)	$	(853,973)	$	3,257,337	$	6,989	$	3,264,326
Issuance of shares, net of offering costs	9,200,000	92		—	—		222,238		—		—		222,330		—		222,330
Issuance of common shares for Board of Trustees compensation	—	—		27,711	1		515		—		—		516		—		516
Repurchase of common shares	—	—		(38,310)	(1)		(719)		—		—		(720)		—		(720)
Share-based compensation	—	—		151,049	1		5,643		—		—		5,644		1,047		6,691
Distributions on common shares/units	—	—		—	—		—		—		(2,396)		(2,396)		(33)		(2,429)
Distributions on preferred shares	—	—		—	—		—		—		(18,233)		(18,233)		—		(18,233)
Cumulative effect adjustment from adoption of new accounting standard	—	—		—	—		(113,099)		—		—		(113,099)		—		(113,099)
Purchases of capped calls in connection with convertible senior notes	—	—		—	—		(20,975)		—		—		(20,975)		—		(20,975)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—		—	—		—		7,426		—		7,426		—		7,426
Amounts reclassified from other comprehensive income	—	—		—	—		—		12,825		—		12,825		—		12,825
Net income (loss)	—	—		—	—		—		—		(119,052)		(119,052)		(960)		(120,012)
Balance at June 30, 2021	29,600,000	$	296	130,813,750	$	1,308	$	4,263,473	$	(39,820)	$	(993,654)	$	3,231,603	$	7,043	$	3,238,646

The accompanying notes are an integral part of these financial statements.

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Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (In thousands) (Unaudited)
Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (in thousands)							Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (in thousands)
(Unaudited)							(Unaudited)

		For the six months ended June 30,				For the six months ended June 30,
		2021		2020				2022		2021
Operating activities:	Operating activities:						Operating activities:
Net income (loss)	Net income (loss)	$	(120,012)	$	(88,846)		Net income (loss)	$	(71,419)	$	(120,012)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:						Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	110,144		111,348			Depreciation and amortization	119,374		110,144
Share-based compensation	Share-based compensation	5,244		19,416			Share-based compensation	4,974		5,244

Amortization of deferred financing costs, non-cash interest and mortgage loan premiums		9,068		7,178
(Gain) loss on sale of hotel properties		(64,558)		(117,448)
Amortization of deferred financing costs, non-cash interest and other amortization							Amortization of deferred financing costs, non-cash interest and other amortization	6,852		9,068
Gain on sale of hotel properties							Gain on sale of hotel properties	—		(64,558)
Impairment loss	Impairment loss	14,856		20,570			Impairment loss	73,254		14,856
Non-cash ground rent	Non-cash ground rent	3,041		3,129			Non-cash ground rent	4,978		3,041
Other		(52)		92
Other adjustments							Other adjustments	(2,945)		(52)
Changes in assets and liabilities:	Changes in assets and liabilities:						Changes in assets and liabilities:
Hotel receivables	Hotel receivables	(17,610)		39,350			Hotel receivables	(19,048)		(17,610)
Prepaid expenses and other assets	Prepaid expenses and other assets	7,315		(1,311)			Prepaid expenses and other assets	(12,328)		7,315
Accounts payable and accrued expenses	Accounts payable and accrued expenses	38,765		(60,770)			Accounts payable and accrued expenses	34,779		38,765
Deferred revenues	Deferred revenues	11,516		(19,290)			Deferred revenues	4,158		11,516
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	(2,283)		(86,582)			Net cash provided by (used in) operating activities	142,629		(2,283)
Investing activities:	Investing activities:						Investing activities:

Improvements and additions to hotel properties	Improvements and additions to hotel properties	(26,984)		(89,636)			Improvements and additions to hotel properties	(42,411)		(26,984)

Proceeds from sales of hotel properties	Proceeds from sales of hotel properties	171,988		320,036			Proceeds from sales of hotel properties	72,969		171,988

Acquisition of hotel properties							Acquisition of hotel properties	(247,163)		—
Deposits on hotel properties	Deposits on hotel properties	(17,148)		0			Deposits on hotel properties	—		(17,148)
Purchase of corporate office equipment, software, and furniture		(64)		0

Other investing activities							Other investing activities	(86)		(64)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	127,792		230,400			Net cash provided by (used in) investing activities	(216,691)		127,792
Financing activities:	Financing activities:						Financing activities:

Gross proceeds from issuance of preferred shares	Gross proceeds from issuance of preferred shares	230,000		0			Gross proceeds from issuance of preferred shares	—		230,000
Payment of offering costs — common and preferred shares	Payment of offering costs — common and preferred shares	(7,670)		(94)			Payment of offering costs — common and preferred shares	(75)		(7,670)
Payment of deferred financing costs	Payment of deferred financing costs	(9,611)		(3,618)			Payment of deferred financing costs	(96)		(9,611)

Borrowings under revolving credit facilities	Borrowings under revolving credit facilities	0		760,115			Borrowings under revolving credit facilities	180,000		—
Repayments under revolving credit facilities	Repayments under revolving credit facilities	(40,000)		(535,115)			Repayments under revolving credit facilities	(80,000)		(40,000)
Proceeds from debt	Proceeds from debt	268,599		12,965			Proceeds from debt	—		268,599
Repayments of debt	Repayments of debt	(338,000)		(12,965)			Repayments of debt	(27,111)		(338,000)
Purchases of capped calls for convertible senior notes	Purchases of capped calls for convertible senior notes	(20,975)		0			Purchases of capped calls for convertible senior notes	—		(20,975)
Repurchases of common shares	Repurchases of common shares	(720)		(1,255)			Repurchases of common shares	(1,113)		(720)

Distributions — common shares/units	Distributions — common shares/units	(2,634)		(51,338)			Distributions — common shares/units	(2,644)		(2,634)
Distributions — preferred shares	Distributions — preferred shares	(16,278)		(16,278)			Distributions — preferred shares	(22,688)		(16,278)

Repayments of refundable membership deposits	Repayments of refundable membership deposits	(1,510)		(273)			Repayments of refundable membership deposits	(1,668)		(1,510)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	61,201		152,144			Net cash provided by (used in) financing activities	44,605		61,201
Net change in cash and cash equivalents and restricted cash	Net change in cash and cash equivalents and restricted cash	186,710		295,962			Net change in cash and cash equivalents and restricted cash	(29,457)		186,710
Cash and cash equivalents and restricted cash, beginning of year	Cash and cash equivalents and restricted cash, beginning of year	136,300		56,875			Cash and cash equivalents and restricted cash, beginning of year	92,247		136,300
Cash and cash equivalents and restricted cash, end of period	Cash and cash equivalents and restricted cash, end of period	$	323,010	$	352,837		Cash and cash equivalents and restricted cash, end of period	$	62,790	$	323,010

The accompanying notes are an integral part of these financial statements.

PEBBLEBROOK HOTEL TRUST

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization

Pebblebrook Hotel Trust (the "Company") ~~was~~is an internally managed hotel investment company, formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major United States cities, with an emphasis on major gateway coastal markets.

As of June 30, ~~2021,~~2022, the Company owned 5154 hotels with a total of ~~12,626~~13,415 guest rooms. The ~~hotels~~hotel properties are located ~~in the following markets:~~in: Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Miami (Coral Gables), Florida; Los Angeles, California (Beverly Hills, Santa Monica, and West Hollywood); Naples, Florida; Newport, Rhode Island; Philadelphia, Pennsylvania; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Seattle, Washington; Stevenson, Washington; and Washington, D.C.

Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. AtAs of June 30, ~~2021,~~2022, the Company owned 99.3% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.7% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to maintain its qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), a taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements.

COVID-19 ~~Operations and Liquidity~~ Update

In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") to be a global pandemic and the virus spread throughout the United States and the world. As a result of this pandemic and subsequent government mandates, health official recommendations, corporate policy changes and individual responses, hotel demand was dramatically reduced. In response, the Company implemented significant cost controls, salary reductions and temporarily suspended operations at 47 of its hotels and resorts. In addition, to improve liquidity, the Company raised capital by issuing convertible notes and additional preferred shares. As demand returned over the past several months, the result of an increase in vaccinations and corresponding lifting of governmental restrictions and recommendations, the Company reopened its hotels and resorts. As of June 30, 2021, 49 of the Company's hotels and resorts were open, with operations remaining suspended at Villa Florence San Francisco on Union Square and Hotel Vitale. Subsequent to June 30, 2021, the Company reopened Villa Florence San Francisco on Union Square and commenced a renovation of Hotel Vitale with the intent to reopen the property at the completion of the renovation in the fourth quarter of 2021.

The COVID-19 pandemic, which began in early 2020, has had a significant negative impact on the Company's operations and financial results ~~to date~~ and ~~the Company expects that it will~~is expected to continue to have a ~~significant~~ negative impact on the hotel industry and the Company's results of operations, financial position and cash ~~flow~~flows for the remainder of 2022. Results improved in ~~2021.~~2021 and have continued to improve through the first six months of 2022. The Company ~~cannot estimate when travel demand will fully recover. However, leisure travel~~exited its debt covenant waiver period under its credit facilities as of the end of the second quarter of 2022, and is in compliance with the covenants in the credit facility agreements. There remains significant uncertainty regarding the trends and outlook as a result of ~~pent-up leisure demand has exceeded expectations, particularly at the Company's warmer weather~~new variants and ~~resort properties.~~

In February 2021, the Company issued, at a 5.5% premium to par, an additional $250.0 million aggregate principal amount of the convertible notes originally issued in December 2020. In connection with the pricing of the convertible notes, the Company entered into privately negotiated capped call transactions with certain of the underwriters, their respective affiliates and/or other counterparties. The net proceeds were used to reduce amounts outstanding under the Company's senior unsecured revolving credit facility, unsecured term loansindividual and ~~for general corporate purposes.~~

In February 2021, the Company amended the agreements governing its existing credit facilities, term loan facilities and senior notes to, among other items, waive financial covenants through the end of the first quarter of 2022, except for the minimum fixed charge coverage and minimum unsecured interest coverage ratio which were extended through December 31, 2021, and to increase the interest rate spread. For additional information regarding these amendments and the convertible notes, see Note 5, Debt.

In May 2021, the Company issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares (the “Shares”) at a public offering price of $25.00 per share for net proceeds of $222.6 million. The Company used the net proceeds to reduce amounts outstanding under the Company’s unsecured term loans and for general corporate purposes.

Based on the amendments described above, expense and cash burn rate reductions, and the ability to raise additional liquidity through equity issuances, the Company believes it has sufficient liquidity to meet its obligations for the next twelve months.

government responses.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. ~~GAAP~~GAAP") and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The Company and its subsidiaries are separate legal entities and maintain records and books of ~~account~~accounts separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation.

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Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

~~Fair Value Measurements~~

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:Risks and Uncertainties

1.~~Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.~~

2.Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable.

3.~~Level 3 – Model-derived valuations with unobservable inputs.~~

~~In certain cases, the inputs used to measure fair value may fall into different levels~~The state of the ~~fair value hierarchy. In such cases, for disclosure purposes,~~overall economy can significantly impact the ~~level within which~~hotels' operational performance and thus the ~~fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.~~

~~The~~ Company's financial ~~instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities,~~position. As discussed in Note 1. Organization, the ~~carrying amounts~~COVID-19 pandemic has significantly impacted the hotels' operational performance. There has been a significant recovery in travel, however, the emergence of ~~these assets and liabilities approximate fair value. See Note 5, Debt, to the accompanying consolidated financial statements for disclosures on the fair value of debt and derivative instruments.~~

~~Investment in Hotel Properties~~

~~Upon acquiring a business~~new variant strains or ~~hotel property, the Company measures and recognizes the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities,~~ other ~~assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements in connection with the transaction, including terms~~factors that are above or below market compared to an estimated market agreement at the acquisition date. Acquisition-date fair values of assets and assumed liabilities are determined using a combination of the market, cost and income approaches. These valuation methodologies are based on significant Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures and cash flow projections, including hotel revenues and net operating income, at the respective hotel properties.

~~Transaction costs are expensed for acquisitions that are considered business combinations and capitalized for asset acquisitions.~~

Hotel renovations and replacements of assets that improve or extend the life of the asset are recorded at cost and depreciated over their estimated useful lives. Furniture, fixtures and equipment under finance leases are recorded at the present value of the minimum lease payments. Repair and maintenance costs are expensed as incurred.

Hotel properties are recorded at cost and depreciated using the straight-line method over an estimated useful life of 10 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. Intangible assets arising from contractual arrangements are typically amortized over the life of the contract. The Company is required to make subjective assessments as to the useful lives and classification of properties for purposes of determining the amount of depreciation expense to reflect each year with respect to the assets. These assessmentsmay impact travel demand may impact the ~~Company’s results of operations.~~Company's cash flow and ability to service debt or meet other financial obligations.

The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, the Company performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying value of the asset, an adjustment to reduce the carrying value to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. In the evaluation of impairment of its hotel properties, the Company makes many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and estimated holding period, future required capital expenditures, and fair values, including consideration of expected terminal capitalization rates, discount rates, and comparable selling prices. The Company will adjust its assumptions with respect to the remaining useful life of the hotel property when circumstances change or it is more likely than not that the hotel property will be sold prior to its previously expected useful life.New Accounting Pronouncements

The Company will classify a hotel as held for sale and will cease recording depreciation expense when a binding agreement to sell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, approval of the Company's board of trustees (the "Board of Trustees") has been obtained, no significant financing contingencies exist, and the sale is expected to close within one year. If the fair value less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. The Company will classify the loss as continuing or discontinuing operations on the consolidated statements of operations and comprehensive income and classify the assets and related liabilities as held for sale on the consolidated balance sheets.

The Company will report a disposed or held for sale hotel property or group of hotel properties in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on its operations and financial results. All other disposed hotel properties will have their operating results reflected within continuing operations on the Company's consolidated statements of operations and comprehensive income for all periods presented.

~~Revenue Recognition~~

Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over the length of a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied.

The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method using the Company's incremental borrowing rate. The accretion is included in interest expense.

Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. When collection of substantially all lease payments during the lease term is considered probable, lease revenue is recognized on a straight-line basis over the life of the lease. When collection of substantially all lease payments during the lease term is not considered probable, revenue is recognized as the lesser of the amount under straight-line basis or cash received. Lease revenue is included in other operating revenues in the Company's consolidated statements of operations and comprehensive income.

The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses.

~~Income Taxes~~

To qualify as a REIT for federal income tax purposes, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90 percent of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) to its shareholders. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, the Company's TRS lessees are subject to federal and state income taxes. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

~~Share-based Compensation~~

The Company has adopted an equity incentive plan that provides for the grant of common share options, share awards, share appreciation rights, performance units and other equity-based awards. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. Share-based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves estimates and assumptions including expected volatility of the Company's shares, expected dividend yield, expected term and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds.

~~Earnings Per Share~~

Basic earnings per share (“EPS”) is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation.

~~Recent Accounting Standards~~Reference Rate Reform

~~During the first quarter of~~In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued ~~ASU~~Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting., and ASU 2021-01, Reference Rate Reform (Topic 848), respectively. ASU 2020-04 ~~contains practical~~and ASU 2021-01 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform, ~~related activities that impact debt, leases, derivatives and other contracts.~~if certain criteria are met. The guidance in ASU 2020-04 ~~is optional~~ and ASU 2021-01 was effective upon issuance and, once adopted, may be ~~elected over time as reference rate reform activities occur. During the first quarter of~~applied prospectively to contract modifications and hedging relationships through December 31, 2022.

In 2020, the Company ~~has~~ elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company ~~continues~~will continue to evaluate the impact of the ~~guidance~~adoption of ASU 2020-04 and ~~may apply other elections as applicable as additional changes in the market occur.~~ASU 2021-01 on its consolidated financial statements and disclosures.

Business Combinations

In ~~August 2020,~~October 2021, the FASB issued ASU ~~2020-06,~~ 2021-08,~~Debt—Debt~~ Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with ~~Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)~~Customers, ~~which, among other things, simplifies~~to improve the accounting for ~~convertible instruments~~acquired revenue contracts with customers in a business combination by ~~eliminating the requirement to separate conversion features from the host contract. The new guidance eliminates the beneficial conversion~~addressing diversity in practice and cash conversion accounting models for convertible instruments. As a result, in more cases, convertible debt will be accounted for as a single instrument. The guidance also removes certain conditions for equity classificationinconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in ~~an entity’s own equity and requires~~accordance with Topic 606 as if it had originated the ~~application of the if-converted method for calculating diluted earnings per share. Early adoption~~contracts.

ASU 2021-08 is ~~permitted~~effective for fiscal years beginning after December 15, ~~2020, including interim periods. The Company~~2022 and early ~~adopted ASU 2020-06 on January 1, 2021. As such, on January 1, 2021,~~adoption is permitted. While the Company ~~reclassified~~is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 to have a material effect on its equity component of the convertible debt to the liability. Convertible debt is now recorded entirely as a single liability with no portion of the proceeds from the issuance of the convertible debt instrument recorded as attributable to the conversion feature. In addition, the Company ceased recording non-cash interest expense associated with amortization of the debt discountconsolidated financial statements and ~~calculates earnings per share using the if-converted method to the extent those shares are not anti-dilutive.~~disclosures.

Note 3. Acquisition and Disposition of Hotel Properties

~~There were no acquisitions~~Acquisitions

On May 11, 2022, the Company acquired the 119-room Inn on Fifth in Naples, Florida for $156.0 million, excluding prorations and transactions costs. This transaction was funded with cash on hand, the issuance of ~~hotel~~16,291 common units of limited partnership interest in the Operating Partnership and 3,104,400 preferred units of the Operating Partnership designated as 6.0% Series Z Preferred Units.

On June 23, 2022, the Company acquired the 257-room Gurney's Newport Resort & Marina in Newport, Rhode Island for $174.0 million, using cash on hand and proceeds from its senior unsecured revolving credit facility. The property was acquired as part of a reverse 1031 Exchange in which the Company engaged a qualified intermediary to establish a trust to hold the property pending completion of the sale of the subject property or properties ~~during~~related to the ~~three~~reverse 1031 Exchange. The trust was deemed to be a variable interest entity (VIE) for which the Company is the primary beneficiary, and ~~six months ended June 30, 2021~~therefore, the Company has consolidated the trust and ~~2020.~~property.

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Dispositions

The following table ~~sets forth information regarding the Company's~~summarizes disposition transactions during ~~the six months ended June 30,~~2022 and 2021 ~~and 2020~~ (in thousands):

Hotel Property Name

Location

Sale Date

Sale Price

The Marker San Francisco

San Francisco, CA

June 28, 2022

77,000

2022 Total

77,000

Sir Francis Drake

San Francisco, CA

April 1, 2021

157,625

The Roger New York

New York, NY

June 10, 2021

19,000

Villa Florence San Francisco on Union Square

San Francisco, CA

September 9, 2021

87,500

2021 Total

~~176,625~~264,125

~~Sofitel Washington DC Lafayette Square and InterContinental Buckhead Atlanta~~

~~Washington, DC / Buckhead, GA~~

~~March 6, 2020~~

~~331,000~~

~~2020 Total~~

~~331,000~~

For the three and six months ended June 30, ~~2021, the Company recognized a gain on its dispositions of $64.6 million, which is included in (gain) loss on sale of hotel properties in~~2022, the accompanying consolidated statements of operations and comprehensive ~~income. For the three~~income included operating income (loss) of $(0.2) million and ~~six months ended June 30, 2020, the Company recognized a gain on its dispositions of 0 and $117.4~~$(1.4) million, respectively, ~~which is included in~~excluding impairment loss and (gain) loss on sale of hotel properties inrelated to the ~~accompanying consolidated statements of operations and comprehensive income.~~hotel property sold.

For the three and six months ended June 30, 2021, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of ~~$0.2~~$(3.0) million and ~~$(1.3)~~$(9.1) million, respectively, ~~related to the~~excluding impairment loss and (gain) loss on sale of hotel properties sold. For the three and six months ended June 30, 2020, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $(1.0) million and $5.7 million, respectively, related to the hotel properties sold.

The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company’s operations and financial results and, therefore, did not qualify as discontinued operations.

Held for Sale

As of June 30, 2022, the Company had entered into agreements to sell 2 hotel properties in separate transactions for an aggregate sales price of approximately $151.0 million. These hotels were designated as held for sale as they met all of the Company's held for sale criteria. Accordingly, the Company classified all of the assets and liabilities related to these hotels as assets and liabilities held for sale in the accompanying consolidated balance sheets and ceased depreciating the assets. The Company expects to complete the sales of these properties in the third quarter of 2022.

~~Table of~~ ~~Contents~~

Note 4. Investment in Hotel Properties

Investment in hotel properties as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 consisted of the following (in thousands):


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Land	Land	$	947,275	$	973,848	Land	$	918,165	$	926,330
Buildings and improvements	Buildings and improvements	4,768,376		4,849,644		Buildings and improvements	5,232,001		5,197,816
Furniture, fixtures and equipment	Furniture, fixtures and equipment	501,386		515,975		Furniture, fixtures and equipment	536,723		535,607
Finance lease asset	Finance lease asset	91,181		114,835		Finance lease asset	91,181		91,181
Construction in progress	Construction in progress	4,913		5,443		Construction in progress	13,208		15,869
		$	6,313,131	$	6,459,745		$	6,791,278	$	6,766,803
Right-of-use asset, operating leases	Right-of-use asset, operating leases	317,322		320,564		Right-of-use asset, operating leases	375,200		378,939
Investment in hotel properties	Investment in hotel properties	$	6,630,453	$	6,780,309	Investment in hotel properties	$	7,166,478	$	7,145,742
Less: Accumulated depreciation	Less: Accumulated depreciation	(962,746)		(898,287)		Less: Accumulated depreciation	(1,127,001)		(1,066,409)
Investment in hotel properties, net	Investment in hotel properties, net	$	5,667,707	$	5,882,022	Investment in hotel properties, net	$	6,039,477	$	6,079,333

Impairment

The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. As a result of the ongoing effects of the COVID-19 pandemic on its expected future operating cash flows and estimated hold periods for certain properties, the Company determined certain impairment triggers had occurred and therefore, the Company assessed its investment in hotel properties for recoverability. Based on the analyses performed, for the six months ended June 30, 2022, the Company recognized an impairment loss of $73.3 million related to 2 hotels as a result of their fair values being lower than their carrying values. The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements using information from marketing efforts for these properties. For the six months ended June 30, 2021, the Company recognized an impairment loss of $14.9 million related to 1 hotel as a result of ~~the~~its fair value being lower than its carrying value. The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements using information from ~~current~~ marketing efforts for this property. ~~For the six months ended June 30, 2020, the Company recognized an impairment loss~~

Table of $20.6 million related to a retail component of a hotel as a result of the fair value being lower than its carrying value. The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements.Contents

Right-of-use Assets and Lease Liabilities

The Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases. ~~Since most of~~When the ~~Company's leases do~~rate implicit in the lease could not ~~provide an implicit rate,~~be determined, the Company used incremental borrowing rates, which ranged from ~~5.5%~~4.7% to 7.6%. ~~All of these ground leases have long terms, ranging from 10 years to 88 years and~~In addition, the ~~Company included the exercise of~~term used includes any options to ~~extend~~exercise extensions when it is reasonably certain the Company will exercise such ~~option.~~options. See Note ~~11,~~11. Commitments and Contingencies for additional information about the ground leases.

The right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements. As of June 30, 2022, the Company's lease liabilities consisted of operating lease liabilities of $320.3 million and financing lease liabilities of $42.4 million. As of December 31, 2021, the Company's lease liabilities consisted of operating lease liabilities of ~~$254.6~~$319.4 million and financing lease liabilities of ~~$41.7 million. As of December 31, 2020, the Company's lease liabilities consisted of operating lease liabilities of $255.1 million and financing lease liabilities of $46.4~~$42.0 million. The financing lease liabilities are included in accounts payable, accrued expenses and other liabilities on the Company's accompanying consolidated balance sheets.

Note 5. Debt

~~On February 18,~~In 2021, the Company amended ~~its credit~~the agreements ~~and related documents~~ governing its ~~unsecured revolving~~existing credit facilities, term loan ~~agreements~~facilities and senior notes ~~which:~~

•~~extended~~to, among other things, waive financial covenants until the ~~waiver period for financial~~second quarter of 2022 (with substantially less-restrictive covenants through the end of the first quarter of ~~2022 except for~~2023), extend certain debt maturity dates and increase the ~~minimum fixed charge coverage and the minimum unsecured~~ interest ~~coverage ratio which are extended through December 31, 2021. The covenants are substantially less restrictive through a phase-in period;~~

•~~extended the majority of the remaining balance of the Company's Sixth Term Loan 2021 tranche, from November 2021 to November 2022;~~

•~~increased the spread on the unsecured revolving credit facility to LIBOR plus 2.4% and unsecured term loans to LIBOR plus 2.35%;~~

•~~increased the fixed~~ rate ~~on the Senior Unsecured Notes by 0.45% during the waiver period; and~~

•~~extended other terms through the waiver period.~~spread.

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The Company's debt consisted of the following as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (dollars in thousands):


					Balance Outstanding as of								Balance Outstanding as of
		Interest Rate		Maturity Date	June 30, 2021		December 31, 2020			Interest Rate		Maturity Date	June 30, 2022		December 31, 2021
Revolving credit facilities	Revolving credit facilities								Revolving credit facilities
Senior unsecured credit facility	Senior unsecured credit facility	Floating	(1), (2)	January 2022	$	0	$	40,000	Senior unsecured credit facility	Floating	(1)(2)	March 2023	$	100,000	$	—
PHL unsecured credit facility	PHL unsecured credit facility	Floating	(3)	January 2022	0		0		PHL unsecured credit facility	Floating	(3)	March 2023	—		—
Total revolving credit facilities	Total revolving credit facilities				$	0	$	40,000	Total revolving credit facilities				$	100,000	$	—

Unsecured term loans	Unsecured term loans								Unsecured term loans
First Term Loan	First Term Loan	Floating	(4)	January 2023	300,000		300,000		First Term Loan	Floating	(4)	January 2023	26,000		26,000
First Term Loan Extended									First Term Loan Extended	Floating	(4)	March 2024	274,000		274,000
Second Term Loan	Second Term Loan	Floating	(4)	April 2022	32,126		65,000		Second Term Loan	Floating	(4)(10)	April 2022	—		26,327
Fourth Term Loan	Fourth Term Loan	Floating	(4)	October 2024	110,000		110,000		Fourth Term Loan	Floating	(4)	October 2024	110,000		110,000
Sixth Term Loan	Sixth Term Loan								Sixth Term Loan
Tranche 2021		Floating	(4)	November 2021	4,798		40,966
Tranche 2021 Extended	Tranche 2021 Extended	Floating	(4)	November 2022	100,148		173,034		Tranche 2021 Extended	Floating	(4)(8)	November 2022	82,071		82,071
Tranche 2022	Tranche 2022	Floating	(4)	November 2022	139,928		286,000		Tranche 2022	Floating	(4)(9)	November 2022	114,670		114,670
Tranche 2023	Tranche 2023	Floating	(4)	November 2023	400,000		400,000		Tranche 2023	Floating	(4)	November 2023	400,000		400,000
Tranche 2024	Tranche 2024	Floating	(4)	January 2024	400,000		400,000		Tranche 2024	Floating	(4)	January 2024	400,000		400,000
Total Sixth Term Loan	Total Sixth Term Loan				1,044,874		1,300,000		Total Sixth Term Loan				996,741		996,741
Total term loans at stated value	Total term loans at stated value				1,487,000		1,775,000		Total term loans at stated value				1,406,741		1,433,068
Deferred financing costs, net	Deferred financing costs, net				(6,822)		(8,455)		Deferred financing costs, net				(3,981)		(5,812)
Total term loans	Total term loans				$	1,480,178	$	1,766,545	Total term loans				$	1,402,760	$	1,427,256

Convertible senior notes	Convertible senior notes								Convertible senior notes
Convertible senior notes	Convertible senior notes	1.75%		December 2026	750,000		500,000		Convertible senior notes	1.75%		December 2026	750,000		750,000
Debt premium (discount), net	Debt premium (discount), net				12,775		(113,099)		Debt premium (discount), net				10,434		11,605
Deferred financing costs, net	Deferred financing costs, net				(17,835)		(12,568)		Deferred financing costs, net				(14,566)		(16,204)
Total convertible senior notes	Total convertible senior notes				$	744,940	$	374,333	Total convertible senior notes				$	745,868	$	745,401

Senior unsecured notes	Senior unsecured notes								Senior unsecured notes
Series A Notes	Series A Notes	5.15%	(5)	December 2023	47,600		60,000		Series A Notes	5.15%	(5)	December 2023	47,600		47,600
Series B Notes	Series B Notes	5.38%	(6)	December 2025	2,400		40,000		Series B Notes	5.38%	(6)	December 2025	2,400		2,400
Total senior unsecured notes at stated value	Total senior unsecured notes at stated value				50,000		100,000		Total senior unsecured notes at stated value				50,000		50,000
Deferred financing costs, net	Deferred financing costs, net				(202)		(407)		Deferred financing costs, net				(121)		(162)
Total senior unsecured notes	Total senior unsecured notes				$	49,798	$	99,593	Total senior unsecured notes				$	49,879	$	49,838

Mortgage loans									Mortgage loans
Margaritaville Hollywood Beach Resort									Margaritaville Hollywood Beach Resort	Floating	(7)	May 2023	161,500		161,500
Estancia La Jolla Hotel & Spa									Estancia La Jolla Hotel & Spa	5.07%		September 2028	60,589		61,373
Total mortgage loans at stated value									Total mortgage loans at stated value				222,089		222,873
Debt premium (discount), net									Debt premium (discount), net				(2,160)		(2,735)
Deferred financing costs, net									Deferred financing costs, net				(685)		(745)
Total mortgage loans									Total mortgage loans				$	219,244	$	219,393
Total debt	Total debt				$	2,274,916	$	2,280,471	Total debt				$	2,517,751	$	2,441,888

______________________

(1) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin.

(2) $39.0 million of the total borrowing capacity matured in January 2022. The Company has the option to extend the maturity date of March 2023 for the remaining $611.0 million for up to ~~January 2023,~~2 six-month periods, pursuant to certain terms and conditions and payment of an extension fee.

(3) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) ana Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin.

(4) Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. As of June 30, ~~2021, $1.4~~2022, approximately $1.0 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of ~~4.12%~~4.01%, after taking into account interest rate swap agreements, and ~~$57.0~~approximately $366.7 million bore an effective weighted-average floating interest rate of ~~2.67%~~4.26%. As of December 31, ~~2020, $1.4~~2021, approximately $1.3 billion of the borrowings under the term loan facilities bore aan effective weighted-average fixed interest rate of ~~4.19%~~4.06%, after taking into account interest rate swap agreements, and ~~$345.0~~approximately $113.1 million bore a weighted-average floating interest rate of ~~2.46%~~2.64%.

(5)In February 2021, the interest rate increased from 4.70% to 5.15%. ~~The increased interest rate is effective through the end of the waiver period.~~

(6)In February 2021, the interest rate increased from 4.93% to 5.38%.

(7) In April 2022, the Company exercised the option to extend the maturity date to May 2023. The ~~increased~~loan bears interest at a floating rate ~~is effective through~~equal to one-month LIBOR plus a weighted-average spread of 2.37%. The Company has the ~~end of~~option to extend the ~~waiver period~~.maturity date to May 2024.

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(8) The Company has the option to extend the maturity date for $69.8 million of the principal balance by up to one year, subject to certain terms and conditions and payment of an extension fee.

(9) The Company has the option to extend the maturity date for $93.0 million of the principal balance by up to one year, subject to certain terms and conditions and payment of an extension fee.

(10) The Company used cash on hand to payoff this term loan upon maturity in April 2022.

Assuming all debt extension options are exercised, as of June 30, 2022 the Company will have $60.0 million in debt principal due within one year. The Company intends to refinance or repay this principal using cash flow from operations, proceeds from property sales or borrowings on the revolving credit facility.

Unsecured Revolving Credit Facilities

The Company has a ~~$650.0~~$611.0 million senior unsecured revolving credit facility ~~maturing~~which will mature in ~~January 2022,~~March 2023, with options to extend the maturity date for up to ~~January 2023, pursuant~~2 six-month periods, subject to certain terms and conditions and payment of an extension fee. As of June 30, ~~2021,~~2022, the Company had 0$100.0 million outstanding borrowings, ~~$5.8~~$12.6 million of outstanding letters of credit and borrowing capacity of ~~$644.2~~$498.4 million remaining on its senior unsecured credit facility. Interest is paid on the periodic advances under the senior unsecured revolving credit facility at varying rates, based upon either LIBOR or the alternate base rate, plus an additional margin amount, or spread. The Company has the ability to further increase the aggregate borrowing capacity under the credit agreement up to $1.3 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company’s leverage ratio. As a result of the amendments to the credit agreements, ~~and related documentation described above,~~ the spread on the borrowings is fixed at 2.40% during the waiver period. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value.

The Company also has a ~~$25.0~~$20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. This credit facility has substantially similar terms as the Company's senior unsecured revolving credit facility and matures in ~~January 2022.~~March 2023. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company's leverage ratio. As a result of the amendments described above, the spread of the borrowings is fixed at 2.40% during the waiver period. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Company's credit agreement that governs the Company's senior unsecured revolving credit facility. As of June 30, ~~2021,~~2022, the Company had 0no borrowings under the PHL Credit Facility and had ~~$25.0~~$20.0 million borrowing capacity remaining available under the PHL Credit Facility.

Under the terms of the credit agreement for the unsecured revolving credit facility, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the unsecured revolving credit facility. The Company will incur a fee that shall be agreed upon with the issuing bank. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of ~~$5.8~~$12.6 million and ~~$6.8~~$12.1 million were outstanding as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

As of June 30, ~~2021,~~2022, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

Unsecured Term Loan Facilities

The Company has senior unsecured term loans with different maturities. Each unsecured term loan bears interest at a variable rate of a benchmark interest rate plus an applicable margin, depending on the Company's leverage ratio. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility. Upon completion of the convertible notes offering in February 2021, the Company repaid $177.0 million of the Company's second and sixth term loans. Upon completion of the preferred equity offering in May 2021, the Company repaid $111.0 million of the Company's second and sixth term loans. As of June 30, ~~2021,~~2022, the Company was in compliance with all debt covenants of its term loan facilities.

The Company entered into interest rate swap agreements to fix the LIBOR rate on a portion of these unsecured term loan facilities. See Derivative and Hedging Activities ~~below.~~ for further discussion on the interest rate swaps.

Convertible Senior Notes

In December 2020, the Company issued $500.0 million aggregate principal amount of 1.75% Convertible Senior Notes due December 2026 (the "Convertible Notes"). The net proceeds from this offering of the Convertible Notes were approximately $487.3 million after deducting the underwriting fees and other expenses paid by the Company.

In February 2021, the Company issued an additional $250.0 million aggregate principal amount of Convertible Notes. These additional Convertible Notes were sold at a 5.5% premium to par and generated net proceeds of approximately $257.2 million after deducting the underwriting fees and other expenses paid by the Company of $6.5 million, which was offset by a premium received in the amount of $13.8 million.

Table of Contents

The Convertible Notes are governed by an indenture (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Convertible Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 15th and December 15th of each year, beginning on June 15, 2021. The Convertible Notes will mature on December 15, 2026. ~~The Company recorded coupon interest expense of $3.3 million and $6.1 million for the three and six months ended June 30, 2021.~~

~~Table of~~ ~~Contents~~

The Company separated the Convertible Notes issued in December 2020 into liability and equity components. The initial carrying amount of the liability component was $386.1 million and was calculated using a discount rate of 6.25%. The discount rate was based on the terms of debt instruments that were similar to the Convertible Notes. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the principal amount of such Convertible Notes, or $113.9 million. The amount recorded in equity was not subject to remeasurement or amortization. The $113.9 million also represented the initial discount recorded on the Convertible Notes. ~~The Company~~As a result of the Company's early ~~adopted~~adoption of ASU 2020-06 on January 1, ~~2021. As a result,~~2021, the Convertible Notes are now recorded as a single liability with no portion recorded in equity. The Company also ceased recording non-cash interest expense associated with the amortization of the debt discount.

Prior to June 15, 2026, the Convertible Notes will be convertible ~~only~~ upon certain circumstances. On and after June 15, 2026, holders may convert any of their Convertible Notes into the Company’s common shares of beneficial interest (“common shares”) at the applicable conversion rate at any time at their election two days prior to the maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the if-converted value of the Convertible Notes did not exceed the principal amount.

The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after December 20, 2023 upon certain circumstances. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes may be increased.

In connection with the Convertible Notes issuances, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters of the offerings of the Convertible Notes or their respective affiliates and other financial ~~institutions (the “Capped Call Counterparties”).~~institutions. The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of common shares underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the Capped Call Transactions is $33.0225 per share. The cost of the Capped Call Transactions entered into in December 2020 and February 2021 was $38.3 million and $21.0 million, respectively, and was recorded within additional paid-in capital.

Senior Unsecured Notes

The Company has $47.6 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.70% per annum and maturing in December 2023 (the "Series A Notes") and $2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93% per annum and maturing in December 2025 (the "Series B Notes"). AsIn February 2021, as a result of the amendments described above, the interest rates of the Series A Notes and the Series B Notes ~~are fixed at~~increased to 5.15% and 5.38%, ~~respectively, for the duration of the waiver period.~~respectively. The debt covenants of the Series A Notes and the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of June 30, ~~2021,~~2022, the Company was in compliance with all such debt covenants.

Mortgage Loans

On September 23, 2021, the Company assumed a $161.5 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort ("Margaritaville"). The loan requires interest-only payments based on a floating interest rate of one-month LIBOR plus a weighted-average spread of 2.37%. The loan matures on May 9, 2023 and may be extended by one-year. If the loan is extended, the interest rate spread will increase by 20 basis points for the extension period only. The Company expects to exercise this extension. The loan is also subject to an interest rate cap agreement.

On December 1, 2021, the Company assumed a $61.7 million loan secured by a first-lien mortgage on the leasehold interest of Estancia La Jolla Hotel & Spa ("Estancia"). The loan requires both principal and interest monthly payments based on a fixed interest rate of 5.07%. The loan matures on September 1, 2028.

Table of Contents

The Company's mortgage loans associated with Margaritaville and Estancia are non-recourse to the Company except for customary carve-outs to the general non-recourse liability. The loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. No event of default has occurred under the loan documents.

Estancia's mortgage loan triggered the cash trap provisions prior to its acquisition, and therefore cash from hotel operations is being held by the lender in the cash management accounts and is reflected as restricted cash in the accompanying consolidated balance sheets. Cash will be released from the lockbox once the hotel reaches profitability levels that terminate the cash trap or the loan is paid off. Margaritaville's mortgage loan also triggered cash trap provisions prior to its acquisition, but the hotel reached profitability levels that terminated the cash trap and all cash in the lockbox was released during the first quarter of 2022.

Interest Expense

The components of the Company's interest expense consisted of the following for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


		For the three months ended June 30,				For the six months ended June 30,				For the three months ended June 30,		For the six months ended June 30,
		2021		2020		2021		2020				2022		2021		2022		2021
Unsecured revolving credit facilities	Unsecured revolving credit facilities	$	507	$	3,364	$	1,068	$	5,669		Unsecured revolving credit facilities	$	786	$	507	$	1,279	$	1,068
Unsecured term loan facilities	Unsecured term loan facilities	15,632		16,484		31,541		33,636			Unsecured term loan facilities	13,609		15,632		27,143		31,541
Convertible senior notes	Convertible senior notes	3,280		0		6,099		0			Convertible senior notes	3,281		3,280		6,562		6,099
Senior unsecured notes	Senior unsecured notes	1,020		1,198		2,272		2,396			Senior unsecured notes	645		1,020		1,290		2,272

Amortization of deferred financing fees		2,709		1,190		5,368		2,380
Mortgage debt											Mortgage debt	2,064		—		3,874		—
Amortization of deferred financing fees, (premiums) and discounts											Amortization of deferred financing fees, (premiums) and discounts	2,164		2,709		4,449		5,368
Other	Other	1,656		1,855		3,787		3,601			Other	612		1,656		1,136		3,787
Total interest expense	Total interest expense	$	24,804	$	24,091	$	50,135	$	47,682		Total interest expense	$	23,161	$	24,804	$	45,733	$	50,135

Fair Value

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, ~~and~~ convertible senior ~~notes)~~notes and the Estancia mortgage loan) as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 was ~~$642.4~~$706.1 million and ~~$491.8~~$747.8 million, respectively. The estimated fair value of the Company's variable rate debt approximates its book value.

Derivative and Hedging Activities

The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company's interest rate swaps at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 consisted of the following, by maturity date (dollars in thousands):


				Aggregate Notional Value as of							Aggregate Notional Value as of
Hedge Type	Hedge Type	Interest Rate Range	Maturity	June 30, 2021		December 31, 2020		Hedge Type	Interest Rate Range	Maturity	June 30, 2022		December 31, 2021
Swap-cash flow	Swap-cash flow	1.46% - 1.75%	January 2021	$	0	$	490,000	Swap-cash flow	1.78% - 1.79%	January 2022	$	—	$	180,000
Swap-cash flow	Swap-cash flow	2.60%	October 2021	110,000		110,000		Swap-cash flow	1.64% - 1.68%	April 2022	—		100,000
Swap-cash flow	Swap-cash flow	1.78% - 1.79%	January 2022	180,000		180,000		Swap-cash flow	0.17%	January 2023	200,000		200,000
Swap-cash flow	Swap-cash flow	1.64% - 1.68%	April 2022	100,000		100,000		Swap-cash flow	1.99%	November 2023	250,000		250,000
Swap-cash flow	Swap-cash flow	0.17%	January 2023	200,000		0		Swap-cash flow	2.60%	January 2024	300,000		300,000
Swap-cash flow	Swap-cash flow	1.99%	November 2023	250,000		250,000		Swap-cash flow	1.43% - 1.44%	February 2026	290,000		290,000
Swap-cash flow		2.60%	January 2024	300,000		300,000
Swap-cash flow		1.43% - 1.44%	February 2026	290,000		0
Total	Total			$	1,430,000	$	1,430,000	Total			$	1,040,000	$	1,320,000

~~During the six months ended June 30, 2021, the Company had interest rate swaps for an aggregate notional amount~~

Table of ~~$490.0 million that became effective as other interest rate swaps matured. As of June 30, 2021, there are no additional interest rate swaps outstanding that will become effective in the future.~~ Contents

The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps and caps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

~~Table of~~ ~~Contents~~

As of June 30, ~~2021,~~2022, the Company's derivative instruments were in ~~both~~an asset ~~and~~position with an aggregate fair value of $23.9 million. None of the Company's derivative instruments were in a liability ~~positions, with aggregate asset and liability fair values~~position as of ~~$0.1 million and $38.9 million, respectively, which~~June 30, 2022. Derivative assets are included in prepaid expenses and other assets and derivative liabilities are included in accounts payable, accrued expenses and other liabilities ~~respectively,~~ in the accompanying consolidated balance sheets. The Company expects approximately ~~$20.6~~$11.8 million will be reclassified from accumulated other comprehensive income (loss) to interest expense within the next 12 months.

Note 6. Revenue

The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


		For the three months ended June 30,				For the six months ended June 30,				For the three months ended June 30,		For the six months ended June 30,
		2021		2020		2021		2020				2022		2021		2022		2021
Southern FL		$	38,729	$	6,744	$	73,973	$	41,935
Southern Florida/Georgia											Southern Florida/Georgia	$	80,284	$	38,729	$	165,525	$	73,973
San Diego, CA	San Diego, CA	41,466		5,815		56,144		47,494			San Diego, CA	84,580		41,466		137,459		56,144
Boston, MA	Boston, MA	23,455		1,965		33,212		37,907			Boston, MA	73,717		23,455		107,653		33,212
Los Angeles, CA	Los Angeles, CA	21,741		1,501		29,781		36,289			Los Angeles, CA	44,892		21,741		81,113		29,781
San Francisco, CA											San Francisco, CA	32,250		9,176		46,317		12,129
Portland, OR	Portland, OR	12,142		1,086		17,924		16,734			Portland, OR	24,412		12,142		37,936		17,924
San Francisco, CA		9,176		2,963		12,129		63,003
Other(1)		6,629		389		9,604		20,700
Chicago, IL											Chicago, IL	20,344		4,274		27,012		6,098
Washington, D.C.	Washington, D.C.	4,264		94		6,166		11,003			Washington, D.C.	16,971		4,264		23,247		6,166
Chicago, IL		4,274		2,000		6,098		12,273
Other (1)											Other (1)	15,158		6,629		22,441		9,604
Seattle, WA	Seattle, WA	1,438		35		1,926		4,361			Seattle, WA	4,916		1,438		6,889		1,926
		$	163,314	$	22,592	$	246,957	$	291,699			$	397,524	$	163,314	$	655,592	$	246,957

______________________

(1) Other includes: ~~Atlanta (Buckhead), GA, Nashville, TN,~~ New York, NY, Philadelphia, PA, Newport, RI, and Santa Cruz, CA.

Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months.

Note 7. Equity

Common Shares

The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees.

Share Repurchase Program

On February 22, 2016, the Company announced that the Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Upon repurchase by the Company, common shares cease to be outstanding and become authorized but unissued common shares. For the six months ended June 30, ~~2021,~~2022, the Company had 0no repurchases under this program, and as of June 30, ~~2021,~~2022, $56.6 million of common shares remained available for repurchase under this program. The credit agreements governing the Company's existing indebtedness prohibit the Company from repurchasing common shares until the Company has certified compliance with certain financial covenants through June 30, 2022.

Table of Contents

On July 27, 2017, the Company announced that the Board of Trustees authorized a new share repurchase program of up to $100.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. This $100.0 million share repurchase program will commence upon completion of the Company's $150.0 million share repurchase program.

ATM Program

On April 29, 2021, the Company filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). ~~NaN~~No common shares were issued or sold under the ATM program during the six months ended June 30, ~~2021.~~2022. As of June 30, ~~2021,~~2022, $200.0 million of common shares remained available for issuance under the ATM program.

~~Table of~~ ~~Contents~~

Common Dividends

The Company declared the following dividends on common shares/units for the six months ended June 30, ~~2021:~~2022:

Dividend per Share/Unit

For the Quarter Ended

Record Date

Payable Date

0.01

March 31, ~~2021~~2022

April 15, ~~2021~~2022

0.01

June 30, ~~2021~~2022

July 15, ~~2021~~2022

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (“preferred shares”).

In May 2021, wethe Company issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $222.6 million. In July 2021, the Company issued 10,000,000 5.70% Series H Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $242.1 million.

In August 2021, the Company redeemed all outstanding 6.50% Series C Cumulative Redeemable Preferred Shares and 6.375% Series D Cumulative Redeemable Preferred Shares at the redemption amount of $25.00 per share plus accrued and unpaid dividends of $0.17 and $0.16 per share, respectively.

The following Preferred Shares were outstanding as of June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


Security Type	Security Type	June 30, 2021	December 31, 2020	Security Type	June 30, 2022	December 31, 2021
6.50% Series C		5,000,000	5,000,000
6.375% Series D		5,000,000	5,000,000

6.375% Series E	6.375% Series E	4,400,000	4,400,000	6.375% Series E	4,400,000	4,400,000
6.30% Series F	6.30% Series F	6,000,000	6,000,000	6.30% Series F	6,000,000	6,000,000
6.375% Series G	6.375% Series G	9,200,000	0	6.375% Series G	9,200,000	9,200,000
5.70% Series H				5.70% Series H	10,000,000	10,000,000
		29,600,000	20,400,000		29,600,000	29,600,000

The Series ~~C Preferred Shares, Series D Preferred Shares, Series~~ E, ~~Preferred Shares,~~ Series F, ~~Preferred Shares~~Series G and Series GH Cumulative Redeemable Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares ~~are cumulative redeemable preferred shares,~~ do not have any maturity date and are not subject to mandatory redemption. The Company ~~could not redeem the Series C Preferred Shares prior to March 18, 2018, could not redeem the Series D Preferred Shares prior to June 9, 2021, could not~~may redeem the Series E ~~Preferred Shares prior to March 4, 2018, could not redeem the~~and Series F Preferred Shares ~~prior to May 25, 2021,~~at any time. The Series G and Series H Preferred Shares may not ~~redeem the Series G Preferred Shares~~be redeemed prior to May 13, 2026 and July 27, 2026, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after ~~May 13, 2026,~~such dates, the Company may, at its option, redeem the ~~Series G Preferred Shares, and at any time the Company may, at its option, redeem the Series C Preferred Shares, the Series D Preferred Shares, the Series E Preferred Shares and the Series F~~ Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE MKT or ~~NASDAQ,~~Nasdaq, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series ~~C Preferred Share is 2.0325 common shares, on each Series D Preferred Share is 1.9794 common shares, on each Series~~ E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, ~~and~~ on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares.

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Preferred Dividends

The Company declared the following dividends on preferred shares for the six months ended June 30, ~~2021:~~2022:

Security Type

Dividend per Share/Unit

For the Quarter Ended

Record Date

Payable Date

~~6.50% Series C~~

~~0.41~~

~~March 31, 2021~~

~~April 15, 2021~~

~~6.50% Series C~~

~~0.41~~

~~June 30, 2021~~

~~July 15, 2021~~

~~6.375% Series D~~

~~0.40~~

~~March 31, 2021~~

~~April 15, 2021~~

~~6.375% Series D~~

~~0.40~~

~~June 30, 2021~~

~~July 15, 2021~~

6.375% Series E

0.40

March 31, ~~2021~~2022

April 15, ~~2021~~2022

6.375% Series E

0.40

June 30, ~~2021~~2022

July 15, ~~2021~~2022

6.30% Series F

0.39

March 31, ~~2021~~2022

April 15, ~~2021~~2022

6.30% Series F

0.39

June 30, ~~2021~~2022

July 15, ~~2021~~2022

6.375% Series G

0.40

March 31, 2022

April 15, 2022

6.375% Series G

0.40

June 30, 2022

July 15, 2022

5.70% Series H

0.36

March 31, 2022

April 15, 2022

5.70% Series H

0.36

June 30, 2022

July 15, 2022

~~The initial dividend for the 6.375% Series G Preferred Shares will be paid in October 2021.~~

Non-controlling Interest of Common Units in Operating Partnership

Holders of Operating Partnership units ("OP units") have certain redemption rights that enable ~~the~~OP unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.

As of June 30, 2021, the Operating Partnership had 2 classes of long-term incentive partnership units ("LTIP") units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

On February 12, 2020, the Board of Trustees granted 415,818 LTIP Class B units to executive officers of the Company. These LTIP units were to vest ratably on January 1, 2023, 2024, 2025 and 2026. In March 2020, the Company cancelled this grant and as a result accelerated and recognized the full expense of $10.5 million.

~~On July 24, 2020, 109,240 LTIP Class B units were converted to common shares.~~

On February 18, 2021, the Board of Trustees granted an aggregate of 600,097 LTIP Class B units to executive officers of the Company. These LTIP units will vest ratably on January 1, 2023, 2024, 2025 and 2026 contingent upon continued employment with the Company.

As of June 30, 2021 and December 31, 2020, the Operating Partnership had 727,208 and 127,111 LTIP units outstanding, respectively. Of the 727,208 LTIP units outstanding at June 30, 2021, 127,111 LTIP units have vested. Only vested LTIP units may be converted to common units of the Operating Partnership, which in turn can be tendered for redemption as described above.

On November 30, 2018, in connection with the merger with LaSalle Hotel Properties ("LaSalle"), the Company issued 133,605 OP units in the Operating Partnership to third-party limited partners of LaSalle's operating partnership.

On May 11, 2022, in connection with the acquisition of the Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units in the Operating Partnership.

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Operating Partnership had 149,896 and 133,605 OP units, respectively, held by third parties, excluding LTIP units.

As of June 30, 2022, the Operating Partnership had 2 classes of long-term incentive partnership ("LTIP") units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

As of June 30, 2022 and December 31, 2021, the Operating Partnership had 727,208 LTIP units outstanding. Of the 727,208 LTIP units outstanding at June 30, 2022, 127,111 LTIP units have vested. Only vested LTIP units may be converted to common OP units, which in turn can be tendered for redemption as described above.

Non-controlling Interest of Preferred Units in Operating Partnership

On May 11, 2022, in connection with the acquisition of the Inn on Fifth in Naples, Florida, the Company issued 3,104,400 preferred units in the Operating Partnership, designated as 6.0% Series Z Cumulative Perpetual Preferred Units ("Series Z Preferred Units"). The Series Z Preferred Units rank senior to the common OP units and on parity with the Operating Partnership's Series E, Series, F, Series G and Series H Preferred Units. Holders of Series Z Preferred Units are entitled to receive quarterly distributions at an annual rate of 6.0% of the liquidation preference value of $25 per share.

At any time, holders of Series Z Preferred Units may elect to convert some or all of their units into any other series of the Operating Partnership’s preferred units outstanding at that time. After the second anniversary of the issuance of the Series Z Preferred Units, holders may elect to redeem some or all of their units for, at the Company’s election, cash, common shares having an equivalent value or preferred shares on a one-for-one basis. After the fifth anniversary of their issuance, the Company may redeem the Series Z Preferred Units for cash, common shares having an equivalent value or preferred shares on a one-for-one basis. At any time following a change of control of the Company, holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company’s election, cash or common shares having an equivalent value.

As of June 30, 2022, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

Note 8. Share-Based Compensation Plan

Available Shares

The Company maintains the 2009 Equity Incentive Plan, as amended and restated (as amended, the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers. On May 19, 2021, the Company’s shareholders approved an amendment to the Plan which increased the aggregate number of common shares that may be issued under the Plan as share awards, performance units, options, share appreciation rights and other equity-based awards by 1,675,000. As of June 30, ~~2021,~~2022, there were ~~1,812,875~~1,740,854 common shares available for issuance under the Plan.

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Service Condition Share Awards

The following table provides a summary of service condition restricted share activity as of June 30, ~~2021:~~2022:


		Shares	Weighted-Average Grant Date Fair Value			Shares	Weighted-Average Grant Date Fair Value

Unvested at December 31, 2020		242,727	$	24.94
Unvested at December 31, 2021					Unvested at December 31, 2021	567,431	$	22.53
Granted	Granted	410,838	$	22.69	Granted	121,086	$	22.49
Vested	Vested	(81,591)	$	30.41	Vested	(107,303)	$	26.23
Forfeited	Forfeited	(7,902)	$	23.33	Forfeited	(36,503)	$	22.80

Unvested at June 30, 2021		564,072	$	22.53
Unvested at June 30, 2022					Unvested at June 30, 2022	544,711	$	21.77

For the three and six months ended June 30, 2022 the Company recognized approximately $0.8 million and $1.6 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income. For the three and six months ended June 30, 2021 the Company recognized approximately $1.1 million and $1.9 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.

Performance-Based Equity Awards

On ~~February 18, 2021,~~May 16, 2022, the Board of Trustees approved a target award of ~~189,348~~175,898 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in ~~2024.~~2025. The actual number of common shares that ultimately vest will be from 0% to 200% of the target award and will be determined in ~~2024~~2025 based on the performance criteria defined in the award agreements for the period of performance from January 1, ~~2021~~2022 through December 31, ~~2023.~~2024.

For the three and six months ended June 30, 2022, the Company recognized approximately $1.1 million and $2.0 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income. For the three and six months ended June 30, 2021, the Company recognized approximately $1.3 million and $2.3 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.

Long-Term Incentive Partnership ~~(LTIP)~~("LTIP") Units

As of June 30, ~~2021,~~2022, the Operating Partnership had 2 classes of LTIP units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

On February 18, 2021, the Board of Trustees granted 600,097 LTIP Class B units to executive officers of the Company. These LTIP units vest ratably on January 1, 2023, 2024, 2025 and 2026. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $22.69 per unit. The aggregate grant date fair value of the LTIP Class B units was $13.6 million.

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Operating Partnership had 727,208 ~~and 127,111~~ LTIP units ~~outstanding, respectively.~~outstanding. Of the 727,208 LTIP units outstanding at June 30, ~~2021,~~2022, 127,111 LTIP units have vested. Only vested LTIP units may be converted to common OP units, ~~of the Operating Partnership,~~ which in turn can be tendered for redemption as described ~~above.~~in Note 7, Equity.

For the three and six months ended June 30, 2022, the Company recognized approximately $0.7 million and $1.4 million, respectively, in expense related to these LTIP units. For the three and six months ended June 30, 2021, the Company recognized approximately $0.7 million and $1.0 million, respectively, in expense related to these LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.

Note 9. Income Taxes

PHL is subject to federal and state corporate income taxes at statutory tax rates. Given the continued negative impact of the COVID-19 pandemic on the Company's financial results and uncertainties about the Company's ability to utilize its net operating loss in future years, the Company has recorded a valuation allowance on its income tax benefit for the three and six months ended June 30, ~~2021,~~2022, and has recorded a valuation allowance on all deferred tax assets.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the statute of limitations remains open for all major jurisdictions for tax years dating back to ~~2016.~~2018 and 2017, respectively.

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Note 10. Earnings (Loss) Per Share

The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):


		For the three months ended June 30,				For the six months ended June 30,				For the three months ended June 30,						For the six months ended June 30,
		2021		2020		2021		2020				2022		2021			2022		2021
Numerator:	Numerator:										Numerator:
Net income (loss) attributable to common shareholders	Net income (loss) attributable to common shareholders	$	(8,564)	$	(138,652)	$	(137,285)	$	(104,842)		Net income (loss) attributable to common shareholders	$	16,646	$	(8,564)		$	(94,228)	$	(137,285)
Less: dividends paid on unvested share-based compensation		(12)		(2)		(23)		(4)
Less: Dividends paid on unvested share-based compensation											Less: Dividends paid on unvested share-based compensation	(12)		(12)			(22)		(23)
Less: Undistributed earnings attributable to share-based compensation											Less: Undistributed earnings attributable to share-based compensation	(133)		—			—		—
Net income (loss) available to common shareholders — basic											Net income (loss) available to common shareholders — basic	$	16,501	$	(8,576)		$	(94,250)	$	(137,308)
Plus: Interest expense on convertible notes											Plus: Interest expense on convertible notes	3,281		—			—		—
Net income (loss) available to common shareholders — diluted											Net income (loss) available to common shareholders — diluted	$	19,782	$	(8,576)		$	(94,250)	$	(137,308)

Net income (loss) available to common shareholders		$	(8,576)	$	(138,654)	$	(137,308)	$	(104,846)
Denominator:	Denominator:										Denominator:
Weighted-average number of common shares — basic	Weighted-average number of common shares — basic	130,813,521		130,563,831		130,794,801		130,559,838			Weighted-average number of common shares — basic	130,904,876		130,813,521			130,904,589		130,794,801
Effect of dilutive share-based compensation	Effect of dilutive share-based compensation	0		0		0		0			Effect of dilutive share-based compensation	374,188		—			—		—
Effect of dilutive convertible notes											Effect of dilutive convertible notes	29,441,175		—			—		—
Weighted-average number of common shares — diluted	Weighted-average number of common shares — diluted	130,813,521		130,563,831		130,794,801		130,559,838			Weighted-average number of common shares — diluted	160,720,239		130,813,521			130,904,589		130,794,801

Net income (loss) per share available to common shareholders — basic	Net income (loss) per share available to common shareholders — basic	$	(0.07)	$	(1.06)	$	(1.05)	$	(0.80)		Net income (loss) per share available to common shareholders — basic	$	0.13	$	(0.07)		$	(0.72)	$	(1.05)
Net income (loss) per share available to common shareholders — diluted	Net income (loss) per share available to common shareholders — diluted	$	(0.07)	$	(1.06)	$	(1.05)	$	(0.80)		Net income (loss) per share available to common shareholders — diluted	$	0.12	$	(0.07)		$	(0.72)	$	(1.05)

For the three and six months ended June 30, ~~2021, 1,030,676 of unvested service condition restricted~~2022, zero and 1,056,949, respectively, shares ~~and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. For the three and six months ended June 30, 2020, 558,769~~ of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. For the three and six months ended June 30, 2021, 1,030,676 shares of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. For the three and six months ended June 30, 2022, zero and 29,441,175, respectively, common shares underlying the ~~Convertible Notes~~convertible notes have been excluded from diluted shares as their effect would have been anti-dilutive. For the three and six months ended June 30, 2021, 29,441,175 common shares underlying the convertible notes have been excluded from diluted shares as their effect would have been anti-dilutive.

The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

Note 11. Commitments and Contingencies

Hotel Management Agreements

The Company’s hotel properties are operated pursuant to management agreements with various management companies. The terms of these management agreements range from 1 year to 22 years, not including renewals, and 1 year to 52 years, including renewals. The majority of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from 0zero to up to 6 times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement.

The management agreements require the payment of a base management fee generally between 1% and 4% of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

For the three and six months ended June 30, 2022, combined base and incentive management fees were $12.1 million and $19.8 million, respectively. For the three and six months ended June 30, 2021, ~~combined~~combined base and incentive management fees were $4.4 million and $6.7 million, ~~respectively.~~ ~~For the three and six months ended June 30, 2020, combined base and incentive management fees were $(0.4) million and $6.5 million,~~ respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.

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On April 30, 2021, the Company provided a notice of default to sbe concerning the hotel management agreement of the Mondrian Los Angeles. Sbe is refuting the Company’s notice of default and has requested arbitration to cure the alleged default.

Reserve Funds

Certain of the Company’s agreements with its hotel managers, franchisors, ground lessors and lenders have provisions for the Company to provide funds, typically 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment.

Restricted Cash

At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~$10.9~~$30.7 million and ~~$12.0~~$33.7 million, respectively, in restricted cash, which consisted of funds held in cash management and lockbox accounts held by a lender, reserves for replacement of furniture and fixtures, orand reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Hotel, Ground and ~~Hotel~~Finance Leases

As of June 30, ~~2021,~~2022, the following hotels were subject to leases as follows:

Lease Properties

Lease Type

Lease Expiration Date

Restaurant at Southernmost Beach Resort

Operating lease

April 2029

Paradise Point Resort & Spa

Operating lease

May 2050

Hotel Monaco Washington DC

Operating lease

November 2059

Argonaut Hotel

Operating lease

December 2059

Hotel ~~Zelos San Francisco~~

~~Operating lease~~

~~June 2097~~

~~Hotel~~ Zephyr Fisherman's Wharf

Operating lease

February 2062

Viceroy Santa Monica Hotel

Operating lease

September 2065

Estancia La Jolla Hotel ~~Palomar Los Angeles Beverly Hills~~& Spa

Operating lease

January ~~2107~~

~~(1)~~

~~Restaurant at Southernmost Beach Resort~~

~~Operating lease~~

~~April 2029~~

~~Hyatt Regency Boston Harbor~~

~~Operating lease~~

~~April 2077~~2066

San Diego Mission Bay Resort

Operating lease

July 2068

~~Paradise Point Resort & Spa~~

~~Operating lease~~

~~May 2050~~

1 Hotel ~~Vitale~~San Francisco (formerly Hotel Vitale)

Operating lease

March 2070

~~(2)~~(1)

~~Viceroy Santa Monica Hotel~~Hyatt Regency Boston Harbor

Operating lease

~~September 2065~~April 2077

The Westin Copley Place, Boston

Operating lease

December 2077

~~(3)~~(2)

The Liberty, Aa Luxury Collection Hotel, Boston

Operating lease

May 2080

Jekyll Island Club Resort and Restaurant

Operating lease

January 2089

Hotel Zelos San Francisco

Operating lease

June 2097

Hotel Palomar Los Angeles Beverly Hills

Operating lease

January 2107

(3)

Margaritaville Hollywood Beach Resort

Operating lease

July 2112

Hotel Zeppelin San Francisco

Operating and finance lease

June 2089

(4)

Harbor Court Hotel San Francisco

Finance lease

August 2052

~~(1)~~ ~~The expiration date assumes the exercise of all 19 five-year extension options.~~______________________

~~(2)~~(1) The expiration date assumes the exercise of a 14-year extension option.

~~(3)~~(2) No payments are required through maturity.

(3) The expiration date assumes the exercise of all 19 five-year extension options.

(4) The expiration date assumes the exercise of a 30-year extension option.

The Company's leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in the consumer price index and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks.

~~Table of~~ ~~Contents~~

The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income.

The components of ground rent expense for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 are as follows (in thousands):


		For the three months ended June 30,				For the six months ended June 30,				For the three months ended June 30,		For the six months ended June 30,
		2021		2020		2021		2020				2022		2021		2022		2021
Fixed ground rent	Fixed ground rent	$	4,290	$	4,304	$	8,603	$	8,593		Fixed ground rent	$	4,561	$	4,290	$	9,017	$	8,603
Variable ground rent	Variable ground rent	1,862		696		3,358		$	2,744		Variable ground rent	5,414		1,862		8,468		3,358
Total ground lease rent		$	6,152	$	5,000	$	11,961	$	11,337

Total ground rent											Total ground rent	$	9,975	$	6,152	$	17,485	$	11,961

~~Future maturities~~

Table of ~~lease liabilities for the Company's operating leases at June 30, 2021 were as follows (in thousands):~~Contents

2021 $ 9,278
2022 18,849
2023 18,034
2024 18,119
2025 18,203
Thereafter 1,127,864
Total lease payments $ 1,210,347
Less: Imputed interest (955,778)
Present value of lease liabilities $ 254,569

Litigation

The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company.

Note 12. Supplemental Information to Statements of Cash Flows(in thousands)


		For the six months ended June 30,
		2021		2020			For the six months ended June 30,
							2022		2021
		(in thousands)
Interest paid, net of capitalized interest	Interest paid, net of capitalized interest	$	43,373	$	44,184	Interest paid, net of capitalized interest	$	41,161	$	43,373
Interest capitalized	Interest capitalized	$	0	$	1,247	Interest capitalized	$	1,434	$	—
Income taxes paid (refunded)	Income taxes paid (refunded)	$	74	$	865	Income taxes paid (refunded)	$	(536)	$	74

Non-Cash Investing and Financing Activities:	Non-Cash Investing and Financing Activities:					Non-Cash Investing and Financing Activities:
Convertible debt discount adjustment	Convertible debt discount adjustment	$	113,099	$	0	Convertible debt discount adjustment	$	—	$	113,099
Distributions payable on common shares/units	Distributions payable on common shares/units	$	1,527	$	1,750	Distributions payable on common shares/units	$	1,351	$	1,527
Distributions payable on preferred shares		$	9,513	$	7,558
Distributions payable on preferred shares/units						Distributions payable on preferred shares/units	$	10,866	$	9,513
Issuance of common shares for Board of Trustees compensation	Issuance of common shares for Board of Trustees compensation	$	516	$	637	Issuance of common shares for Board of Trustees compensation	$	738	$	516
Issuance of common shares for executive and employee bonuses	Issuance of common shares for executive and employee bonuses	$	1,446	$	0	Issuance of common shares for executive and employee bonuses	$	—	$	1,446
Issuance of common units in connection with hotel acquisition						Issuance of common units in connection with hotel acquisition	$	390	$	—
Issuance of preferred units in connection with hotel acquisition						Issuance of preferred units in connection with hotel acquisition	$	77,610	$	—

Accrued additions and improvements to hotel properties	Accrued additions and improvements to hotel properties	$	292	$	4,405	Accrued additions and improvements to hotel properties	$	6,762	$	1,206
Right of use assets obtained in exchange for lease liabilities						Right of use assets obtained in exchange for lease liabilities	$	1,005	$	—

Write-off of fully amortized deferred financing costs						Write-off of fully amortized deferred financing costs	$	5,723	$	4,516

Write-off of deferred financing costs		$	4,516	$	0

Note 13. Subsequent Events

OnIn July ~~22, 2021,~~2022, the Company ~~acquired~~entered into an agreement to sell a property for $32.9 million. This is in addition to the ~~200-room Jekyll Island Club Resort located in Jekyll Island, Georgia~~2 properties classified as held for ~~$94.0 million.~~sale as of June 30, 2022.

~~Table of~~ ~~Contents~~

On July 27, 2021, the Company issued 10,000,000 of 5.70% Series H Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of approximately $242.0 million after underwriting discounts and other offering-related costs.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Pebblebrook Hotel Trust is a Maryland real estate investment trust that conducts its operations so as to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Substantially all of the operations are conducted through Pebblebrook Hotel, L.P. (our "Operating Partnership"), a Delaware limited partnership of which Pebblebrook Hotel Trust is the sole general partner. In this report, we use the terms "the Company", "we" or "our" to refer to Pebblebrook Hotel Trust and its subsidiaries, unless the context indicates otherwise.

FORWARD-LOOKING STATEMENTS

This report, together with other statements and information publicly disseminated by us, contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "potential", "could", "seek", "assume", "forecast", "believe", "expect", "intend", "anticipate", "estimate", "project" or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, estimated costs and durations of renovation or restoration projects, estimated insurance recoveries, our ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and our ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. These factors include, but are not limited to, the following:

•the COVID-19 pandemic has had, and is expected to continue to have, a significant negative impact on our financial condition and operations, which impacts our ability to obtain acceptable financing to fund resulting reductions in cash from operations. The current and uncertain future impact of the COVID-19 pandemic, including its effect on the ability or desire of people to travel, is expected to continue to ~~impact~~negatively affect our results, operations, outlooks, plans, goals, growth, reputation, cash flows, liquidity and share price;

•as a result of the COVID-19 pandemic, we suspended operations at ~~some~~most of our hotels and resorts. Operations have recommenced and are ~~improving, however,~~improving. However, if continued improvement is interrupted, we may become out of compliance with maintenance covenants in certain of our debt facilities;

•world events impacting the ability or desire of people to travel may lead to a decline in demand for hotels;

•risks associated with the hotel industry, including competition, changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S., increases in employment costs, energy costs and other operating costs, or decreases in demand caused by events beyond our control, including, without limitation, actual or threatened terrorist attacks, natural disasters, cyber attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;

•the availability and terms of financing and capital and the general volatility of securities markets;

•our dependence on third-party managers of our hotels, including our inability to implement strategic business decisions directly;

•risks associated with the U.S. and global economies, the cyclical nature of hotel properties and the real estate industry, including environmental contamination and costs of complying with new or existing laws, including the Americans with Disabilities Act and similar laws;

•interest rate increases;

•our possible failure to qualify as a REIT under the Code and the risk of changes in laws affecting REITs;

•the timing and availability of potential hotel acquisitions, ~~and~~ our ability to identify and complete hotel acquisitions and our ability to complete hotel dispositions in accordance with our business strategy;

•the possibility of uninsured losses;

•risks associated with redevelopment and repositioning projects, including delays and cost overruns; and

•the other factors discussed under ~~the heading "Risk Factors"~~Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Overview

In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") to be a global pandemic and the virus spread throughout the United States and the world. As a result of this pandemic and subsequent government mandates, health official recommendations, corporate policy changes and individual responses, hotel demand was dramatically reduced. In response, we implemented significant cost controls and salary reductions and temporarily suspended operations at 47 of our hotels and resorts. In addition, to improve liquidity, we raised capital by issuing convertible notes and additional preferred shares. As demand returned over the past several months, the result of an increase in vaccinations and corresponding lifting of governmental restrictions and recommendations, we have reopened our hotels and resorts. As of June 30, 2021, 49 of our hotels and resorts were open, with operations remaining suspended at Villa Florence San Francisco on Union Square and Hotel Vitale. Subsequent to June 30, 2021, we re-opened Villa Florence San Francisco on Union Square and commenced a renovation of Hotel Vitale with the intent to reopen the property at the completion of the renovation in the fourth quarter of 2021.

The COVID-19 pandemic, which began in early 2020, has had a significant negative impact on our operations and financial results ~~to date~~ and ~~we expect that it will~~is expected to continue to have a ~~significant~~ negative impact on the hotel industry and our results of operations, financial position and cash ~~flow~~flows for the remainder of 2022. Results improved in ~~2021.~~2021 and have continued to improve through the first six months of 2022. We ~~cannot estimate when travel demand will fully recover. However, leisure travel~~exited the debt covenant waiver period under our credit facilities as of the end of the second quarter of 2022, and we are in compliance with the covenants in the credit facility agreements. There remains significant uncertainty regarding the trends and outlook as a result of ~~pent-up~~new variants and individual and government responses.

Overall performance has been led by the recovery of leisure ~~demand~~travel which has ~~exceeded expectations, particularly~~driven revenue at our ~~warmer weather~~resorts to pre-pandemic levels. Corporate and ~~resort properties.~~

~~In February 2021, we issued, at a 5.5% premium~~group business has been slower to ~~par, an additional $250.0 million aggregate principal amount~~recover, but has substantially increased compared to 2021. We expect these trends to continue if the overall economic recovery continues. Recent inflation and the expectation of the convertible notes originally issued in December 2020. In connection with the pricing of the convertible notes, we entered into privately negotiated capped call transactions with certain of the underwriters, their respective affiliates and/orfuture inflation have caused labor and other ~~counterparties. The net proceeds were used to reduce amounts outstanding under our senior unsecured revolving credit facility, unsecured term loans and for general corporate purposes.~~

In February 2021,we amended the agreements governing our existing credit facilities, term loan facilities and senior notes to, among other items, waive financial covenants through the end of the first quarter of 2022, except for the minimum fixed charge coverage and minimum unsecured interest coverage ratio which were extended through December 31, 2021, andcosts to increase ~~the interest rate spread. For~~and have added additional ~~information regarding these amendments~~uncertainty in consumer confidence and the ~~convertible notes, see Note 5, Debt, of~~continued growth in the ~~notes to our unaudited consolidated financial statements~~economy.

During the six months ended June 30, 2022, we had the following transactions:

•On May 11, 2022, we acquired Inn on Fifth in ~~Part I, Item 1 of this Quarterly Report on Form 10-Q.~~Naples, Florida for $156.0 million.

~~In May 2021,~~•On June 23, 2022, we ~~issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share~~acquired Gurney's Newport Resort & Marina in Newport, Rhode Island for ~~net proceeds of $222.6~~$174.0 million. ~~We used the net proceeds to reduce amounts outstanding under our unsecured term loans and~~

•On June 28, 2022, we sold The Marker San Francisco in San Francisco, California for ~~general corporate purposes.~~

Based on the amendments to our credit agreements described in Note 1, Organization, of the notes to our unaudited financial statements of this Quarterly Report on Form 10-Q, expense and cash burn rate reductions, and our ability to raise additional liquidity through equity issuances, we believe we have sufficient liquidity to meet our obligations for the next twelve months.$77.0 million.

While we do not operate our hotel properties, both our asset management team and our executive management team monitor and work cooperatively with our hotel managers by advising and making recommendations in all aspects of our hotels’ operations, including property positioning and repositioning, revenue and expense management, operations analysis, physical design, renovation and capital improvements, guest experience and overall strategic direction. Through these efforts, we seek to improve property efficiencies, lower costs, maximize revenues and enhance property operating margins, which we expect will enhance returns to our shareholders.

Key Indicators of Financial Condition and Operating Performance

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as room revenue per available room ("RevPAR"); total revenue per available room ("Total RevPAR"); average daily rate ("ADR"); occupancy rate ("Occupancy"); funds from operations ("FFO"); earnings before interest, income taxes, depreciation and amortization ("EBITDA"); and EBITDA for real estate ("EBITDAre"). We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. ADR, occupancy and RevPAR may be impacted by macroeconomic factors as well as regional and local economies and events. See ~~"Non-GAAP~~Non-GAAP Financial ~~Matters" in Part I, Item 2 of this Quarterly Report on Form 10-Q~~Measures for further discussion of FFO, EBITDA and EBIDTAre.

~~Table of~~ ~~Contents~~

Hotel Operating Statistics

The following table represents the key same-property hotel operating statistics for our hotels for the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021:


		For the three months ended June 30,						For the six months ended June 30,							For the three months ended June 30,						For the six months ended June 30,
		2021			2020			2021			2020				2022			2021			2022			2021

Same-Property Occupancy	Same-Property Occupancy	38.6		%	3.5		%	28.5		%	30.7		%	Same-Property Occupancy	69.4		%	42.6		%	58.9		%	32.4		%
Same-Property ADR	Same-Property ADR	$	247.46		$	264.01		$	245.05		$	250.45		Same-Property ADR	$	318.58		$	258.21		$	309.86		$	255.57
Same-Property RevPAR	Same-Property RevPAR	$	95.55		$	9.36		$	69.95		$	76.98		Same-Property RevPAR	$	221.04		$	109.96		$	182.41		$	82.70
Same-Property Total RevPAR	Same-Property Total RevPAR	$	143.59		$	19.45		$	106.54		$	118.61		Same-Property Total RevPAR	$	335.61		$	170.83		$	277.80		$	130.01

~~While the operations of many of our hotels were temporarily suspended beginning in March 2020, the~~The above ~~schedule~~table of hotel ~~results for the three and six months ended June 30, 2021 and 2020~~operating statistics includes information from all hotels owned as of June 30, 2022 for the three months ended June 30, 2022 and 2021, except for 1 Hotel ~~Zena Washington DC (formerly Donovan Hotel),~~San Francisco which was ~~excluded because it was~~ closed ~~during~~for renovations, and Gurney's Newport Resort & Marina due to its acquisition on June 23, 2022.

The above table of hotel operating statistics includes information from all hotels owned as of June 30, 2022 for the six months ended June 30, 2022 and 2021, except for 1 Hotel San Francisco for the first and second ~~quarters of 2020~~quarter which was closed for ~~renovations. Sir Francis Drake and The Roger New York were also excluded from~~renovations, Inn on Fifth for the ~~above schedule~~first quarter due to ~~our disposition of these hotels~~its acquisition on May 11, 2022, and Gurney's Newport Resort & Marina for the first and second quarter due to its acquisition on June 23, 2022. Additionally, The Marker San Francisco was excluded in the second quarter due to its sale on June 28, 2022.

Table of ~~2021.~~Contents

Non-GAAP Financial Measures

Non-GAAP financial measures are measures of our historical or future financial performance that are different from measures calculated and presented in accordance with U.S. GAAP. We report FFO, EBITDA and EBITDAre, which are non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance.

We calculate FFO in accordance with standards established by Nareit, formerly known as the National Association of Real Estate Investment Trusts, which defines FFO as net income (calculated in accordance with U.S. GAAP), excluding real estate related depreciation and amortization, gains (losses) from sales of real estate, impairments of real estate assets (including impairment of real estate related joint ventures), the cumulative effect of changes in accounting principles and adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. By excluding the effect of real estate related depreciation and amortization including our share of the joint venture depreciation and amortization, gains (losses) from sales of real estate and impairments of real estate assets (including impairment of real estate related joint ventures), all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that FFO provides investors a useful financial measure to evaluate our operating performance.

The following table reconciles net income (loss) to FFO and FFO available to common share and unit holders for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):

For the three months ended June 30, For the six months ended June 30,
2021 2020 2021 2020
Net income (loss) $ 1,428 $ (130,914) $ (120,012) $ (88,846)
Adjustments:
Depreciation and amortization 54,589 55,412 109,922 111,129
(Gain) loss on sale of hotel properties (64,558) — (64,558) (117,448)
Impairment loss — — 14,856 20,570
FFO $ (8,541) $ (75,502) $ (59,792) $ (74,595)
Distribution to preferred shareholders (10,094) (8,139) (18,233) (16,278)
FFO available to common share and unit holders $ (18,635) $ (83,641) $ (78,025) $ (90,873)

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	For the three months ended June 30,				For the six months ended June 30,
	2022		2021		2022		2021
Net income (loss)	$	28,797	$	1,428	$	(71,419)	$	(120,012)
Adjustments:
Real estate depreciation and amortization	60,185		54,589		119,195		109,922
(Gain) loss on sale of hotel properties	—		(64,558)		—		(64,558)
Impairment loss	12,271		—		73,254		14,856
FFO	$	101,253	$	(8,541)	$	121,030	$	(59,792)
Distribution to preferred shareholders and unit holders	(11,991)		(10,094)		(23,335)		(18,233)

FFO available to common share and unit holders	$	89,262	$	(18,635)	$	97,695	$	(78,025)

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. The white paper issued by Nareit entitled “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate” defines EBITDAre as net income or loss (computed in accordance with U.S. GAAP), excluding interest expense, income tax, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and after comparable adjustments for our portion of these items related to unconsolidated affiliates. We believe that EBITDA and EBITDAre provide investors useful financial measures to evaluate our operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).

The following table reconciles net income (loss) to EBITDA and EBITDAre for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


		For the three months ended June 30,				For the six months ended June 30,				For the three months ended June 30,	For the six months ended June 30,
		2021		2020		2021		2020					2022		2021		2022		2021
Net income (loss)	Net income (loss)	$	1,428	$	(130,914)	$	(120,012)	$	(88,846)			Net income (loss)	$	28,797	$	1,428	$	(71,419)	$	(120,012)
Adjustments:	Adjustments:											Adjustments:
Interest expense	Interest expense	24,804		24,091		50,135		47,682				Interest expense	23,161		24,804		45,733		50,135
Income tax expense (benefit)	Income tax expense (benefit)	52		(3,565)		55		(14,309)				Income tax expense (benefit)	—		52		—		55
Depreciation and amortization	Depreciation and amortization	54,701		55,520		110,144		111,348				Depreciation and amortization	60,274		54,701		119,374		110,144
EBITDA	EBITDA	$	80,985	$	(54,868)	$	40,322	$	55,875			EBITDA	$	112,232	$	80,985	$	93,688	$	40,322
(Gain) loss on sale of hotel properties	(Gain) loss on sale of hotel properties	(64,558)		—		(64,558)		(117,448)				(Gain) loss on sale of hotel properties	—		(64,558)		—		(64,558)
Impairment loss	Impairment loss	—		—		14,856		20,570				Impairment loss	12,271		—		73,254		14,856
EBITDAre	EBITDAre	$	16,427	$	(54,868)	$	(9,380)	$	(41,003)			EBITDAre	$	124,503	$	16,427	$	166,942	$	(9,380)

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FFO, EBITDA and EBITDAre do not represent cash generated from operating activities as determined by U.S. GAAP and should not be considered as alternatives to U.S. GAAP net income (loss), as indications of our financial performance, or to U.S. GAAP cash flow from operating activities, as measures of liquidity. In addition, FFO, EBITDA and EBITDAre are not indicative of funds available to fund cash needs, including the ability to make cash distributions.

Results of Operations

At June 30, ~~2021~~2022 and ~~2020,~~2021, we had 5154 and ~~54,~~51, respectively, wholly owned properties and leasehold interests. All properties owned during these periods have been included in our results of operations during the respective periods since their dates of acquisition and through the dates of disposition, as applicable. Based on when a property was acquired or disposed, operating results for certain properties are not comparable for the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. The properties listed in the table below are hereinafter referred to as "non-comparable properties" for the periods indicated and all other properties are referred to as "comparable properties":

Property

Location

Disposition Date

~~InterContinental Buckhead Atlanta~~

~~Buckhead, GA~~

~~March 6, 2020~~

~~Sofitel Washington DC Lafayette Square~~

~~Washington, D.C.~~

~~March 6, 2020~~

~~Union Station Hotel Nashville, Autograph Collection~~

~~Nashville, TN~~

~~July 29, 2020~~

Sir Francis Drake

San Francisco, CA

April 1, 2021

The Roger New York

New York, NY

June 10, 2021

Villa Florence San Francisco on Union Square

San Francisco, CA

September 9, 2021

The Marker San Francisco

San Francisco, CA

June 28, 2022

Property

Location

Acquisition Date

Jekyll Island Club Resort

Jekyll Island, GA

July 22, 2021

Margaritaville Hollywood Beach Resort

Hollywood, FL

September 23, 2021

Estancia La Jolla Hotel & Spa

La Jolla, CA

December 1, 2021

Inn on Fifth

Naples, FL

May 11, 2022

Gurney's Newport Resort & Marina

Newport, RI

June 23, 2022

Comparison of the three months ended June 30, ~~2021~~2022 to the three months ended June 30, ~~2020~~2021

Revenues — Total hotel revenues increased by ~~$140.7~~$234.2 million, of which $50.7 million was due to non-comparable properties, and the balance was primarily due to an increase in leisure travel demand during the spring and summer travel ~~season. This increase~~season, as well as some recoveries in ~~demand was the result of an increase in COVID-19 vaccination rates~~business and corresponding decreases in infection rates and easing of governmental restrictions. Most of our hotels suspended operations in March 2020 and operations remained suspended throughout the second quarter of 2020.group bookings.

Hotel operating expenses — Total hotel operating expenses increased by ~~$66.7~~$121.2 million, of which $29.2 million was due to non-comparable properties, and the balance was primarily due to resuming operations at our comparable properties and returning demand in the second quarter of 2022.

Depreciation and amortization — Depreciation and amortization expense increased by $5.6 million primarily due to our acquisitions of three non-comparable properties in 2021.

Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, property insurance and ground rent increased by ~~$2.0~~$3.6 million primarily due to an increase in ~~percentage~~ ground rent at our three non-comparable properties acquired in 2021.

Impairment loss — We recognized an impairment loss of $12.3 million in 2022 related to two hotels. No impairment loss was incurred during in 2021.

Gain on sale of hotel properties — No gain on sale was recognized in 2022. We recognized a gain on sale of $64.6 million in 2021 primarily due to the sale of Sir Francis Drake.

Other operating expenses — Other operating expenses increased by $1.4 million primarily due to an increase in pre-opening expenses.

Interest expense — Interest expense decreased by $1.6 million primarily due to interest capitalized on renovation projects in 2022 as well as the maturity of certain interest rate swap agreements.

Non-controlling interests — Non-controlling interests represents the allocation of income or loss of the Operating Partnership to third-party common OP unit holders and to the preferred OP unit holders. In 2022, this amount includes $0.6 million in preferred distributions to the holders of Series Z Preferred Units which ~~is based on~~were issued in May 2022.

Distributions to preferred shareholders — Distributions to preferred shareholders increased as a ~~percentage~~result of ~~revenues.~~our issuance of the Series G and Series H Cumulative Redeemable Preferred Shares in May 2021 and July 2021, respectively.

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Comparison of the six months ended June 30, 2022 to thesix months ended June 30, 2021

Revenues — Total hotel revenues increased by $408.6 million, of which $90.0 million was due to non-comparable properties, and the balance was primarily due to an increase in leisure travel demand during the spring and summer travel seasons, as well as some recoveries in business and group bookings. In addition, 13 of our hotels remained temporarily suspended throughout the first quarter of 2021.

Hotel operating expenses — Total hotel operating expenses increased by $222.8 million, of which $51.1 million was due to non-comparable properties, and the balance was primarily due to resuming operations at our comparable properties and returning demand in 2022.

Depreciation and amortization — Depreciation and amortization expense increased by $9.2 million primarily due to our acquisitions of three non-comparable properties in 2021.

Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, property insurance and ground rent increased by $5.5 million primarily due to an increase in ground rent and property insurance at our three non-comparable properties acquired in 2021.

General and administrative — General and administrative expenses increased by $1.5 million primarily due to an increase in share-based compensation expense of $1.3 million. General and administrative expenses consist of employee compensation costs, legal and professional fees, insurance and other expenses.

~~(Gain) loss on sale of hotel properties —~~ ~~Gain on sale of hotel properties increased by $64.6 million primarily due to the sale of Sir Francis Drake in the second quarter of 2021.~~

~~Interest expense —~~ Interest expense increased by $0.7 million primarily due to the write-off of deferred financing fees associated with the partial repayment of certain of the term loans during the second quarter of 2021.

~~Income tax (expense) benefit —~~ ~~Income tax (expense) benefit is immaterial in 2021 as a result of the taxable REIT subsidiary continuing to incur a loss and a valuation allowance being recognized offsetting the deferred tax asset.~~

~~Non-controlling interests —~~ ~~Non-controlling interests represent the allocation of income or loss of our Operating Partnership to the common units held by the LTIP and OP unit holders.~~

~~Comparison of the six months ended June 30, 2021 to thesix months ended June 30, 2020~~

~~Revenues —~~ Total hotel revenues decreased by $44.7 million, of which $29.3 million was due to the non-comparable properties and the balance was due to lower demand in the first quarter of 2021 compared to the prior year offset by an increase in revenues in the second quarter of 2021 as hotels reopened and leisure demand returned particularly at the resort properties.

~~Hotel operating expenses —~~ ~~Total hotel operating expenses decreased by $62.1 million, of which $21.7 million was due to the non-comparable properties and the balance was correlated to the decline in revenue noted above.~~

~~Depreciation and amortization —~~ ~~Depreciation and amortization expense decreased by $1.2~~$2.0 million primarily due to a ~~decrease in assets resulting from the sales of three hotels in 2020 and two hotels in 2021. The decrease was partially offset by an~~$1.6 million increase in ~~depreciation and amortization expense related to recently renovated hotels, including Hotel Zena Washington DC (formerly Donovan Hotel).~~

~~General and administrative —~~ ~~General and administrative expenses decreased by $13.4 million primarily due to $16.0 million in share-based~~ compensation ~~costs relating to the cancellation of the retention LTIP unit awards and time-based service condition awards in 2020.~~expense. General and administrative expenses consist of employee compensation costs, legal and professional fees, insurance and other expenses.

Impairment loss — We recognized an impairment loss of $73.3 million in 2022 related to two hotels. We recognized an impairment loss of $14.9 million in 2021 related to one hotel. ~~We recognized an impairment loss of $20.6 million in 2020 related to the retail component of a hotel.~~

~~(Gain) loss~~Gain on sale of hotel properties — No gain on sale was recognized in 2022. We recognized a ~~net~~ gain on sale of $64.6 million in 2021 primarily due to the sale of Sir Francis Drake. ~~We recognized a net gain on sale of $117.4 million in 2020 primarily due to the sale of Sofitel Washington DC Lafayette Square and InterContinental Buckhead Atlanta.~~

~~(Gain) loss and other~~Other operating expenses — ~~(Gain) loss and other~~Other operating expenses ~~decreased~~increased by ~~$1.9~~$2.0 million primarily due to ~~reductions~~an increase in pre-opening expenses and hotel management transition ~~and franchise tax expenses.~~costs.

Interest expense — Interest expense ~~increased~~decreased by ~~$2.5~~$4.4 million primarily due to ~~increased amortization and write-off of deferred financing fees~~interest capitalized on renovation projects in 2022 as ~~a result of~~well as the ~~partial repayment~~maturity of certain ~~of the term loans during 2021.~~

~~Income tax (expense) benefit —~~ Income tax (expense) benefit was a benefit of $14.3 million in 2020 which was due to the deferred tax asset recognized in 2020 on the taxable REIT subsidiary's estimated loss. In 2021, the Company has recognized a valuation allowance offsetting the deferred tax asset on the current year taxable REIT subsidiary's loss due to the uncertainty of utilizing the deferred tax asset in the future.interest rate swap agreements.

Non-controlling interests — Non-controlling interests ~~represent~~represents the allocation of income or loss of ~~our~~the Operating Partnership to ~~the~~third-party common ~~units held by the LTIP and~~ OP unit holders and to the preferred OP unit holders. In 2022, this amount includes $0.6 million in preferred distributions to the holders of Series Z Preferred Units which were issued in May 2022.

Distributions to preferred shareholders — Distributions to preferred shareholders increased as a result of our issuance of the Series G and Series H Cumulative Redeemable Preferred Shares in May 2021 and July 2021, respectively.

~~Table of Content~~

Critical Accounting Policies

Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

~~Recent~~

New Accounting ~~Standards~~Pronouncements

See Note 2,2. Summary of Significant Accounting Policies to our ~~unaudited~~ consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for ~~additional information relating to~~ recently issued accounting ~~pronouncements.~~pronouncements that may affect us.

~~New Accounting Pronouncements Not Yet Implemented~~Liquidity and Capital Resources

~~See Note 2, Summary~~Our primary sources of ~~Significant Accounting Policies,~~liquidity are cash provided by our operations, borrowings under our credit facilities, net proceeds from equity and debt offerings, and net proceeds from hotel property sales.Our primary cash requirements in the short term (i.e., those requiring cash on or before June 30, 2023) will be to fund property lease obligations, interest and current principal on debt, capital improvements, dividends on common and preferred shares, and working capital of our hotel property operations.We believe our cash and cash equivalents, restricted cash and the amount available on our senior unsecured revolving credit facility, which totaled $561.2 million as of June 30, 2022, along with cash generated from ongoing operations will be sufficient to satisfy our short-term cash requirements. As of June 30, 2022, we had no off-balance sheet arrangements.

Table of Content

In order to maintain our qualification as a REIT, we must pay dividends to our ~~unaudited~~shareholders of at least 90% of our taxable income.As a result of this requirement, we cannot rely on retained earnings to fund long-term liquidity requirements such as hotel property acquisitions, redevelopments and repayments of long-term debt. As such, we expect to continue to raise capital through equity and debt offerings to fund our growth.

For a discussion on the impact of the COVID-19 pandemic on our liquidity, see Overview.

Our material cash requirements include the following contractual and other obligations.

Debt

Our outstanding debt consisted of floating- and fixed-rate unsecured term loans, convertible senior notes, senior unsecured notes and mortgage loans with varying maturities. Our total debt had an aggregate face value of $2.5 billion as of June 30, 2022, as summarized in the following table:


	June 30, 2022
	(in thousands)
Revolving credit facilities	$	100,000
Term loans	1,406,741
Convertible senior notes	750,000
Senior unsecured notes	50,000
Mortgage loans	222,089
Total debt at face value	$	2,528,830

For further discussion on the components of our debt, see Note 5.Debt to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

In April 2022, we repaid the remaining $26.3 million principal balance on our Second Term Loan using cash on hand. We have the option to extend certain of our current debt maturities with the payment of extension fees. Assuming we exercise all extension options available in our debt agreements, we expect that future principal and interest payments associated with our debt obligations outstanding as of June 30, 2022 will be $2.7 billion through their maturity, with $60.0 million of principal and $83.7 million of interest payable on or before June 30, 2023. We intend to pay amounts due with available cash, borrowings under our revolving credit facility, proceeds from property sales or refinance with long-term debt.

In February 2021 and December 2021, we amended the agreements governing our existing credit facilities, term loan facilities and senior notes to, among other things, waive financial covenants until the second quarter of 2022 (with substantially less-restrictive covenants through the end of the first quarter of 2023), extend certain debt maturity dates and increase the interest rate spread.

We are in compliance with all covenants governed by our existing credit facilities, term loan and senior note facilities.

Our mortgage loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender.

The mortgage loan associated with Estancia La Jolla Hotel & Spa triggered the cash trap provisions prior to our acquisition of this hotel property, and therefore excess cash flow from hotel operations from this hotel is being held by the lender in cash management accounts and is reflected as restricted cash in our consolidated balance sheets. Cash will be released from the lockbox once the hotel reaches profitability levels that terminate the cash trap or the loan is paid off. Cash held in the lockbox is not available for distribution for general corporate use or distribution to the shareholders.Margaritaville Hollywood Beach Resort also triggered cash trap provisions prior to our acquisition, but was released from this provision during the first quarter of 2022.

Hotel, ground and finance lease obligations

Our properties that are subject to hotel, ground or finance leases, as noted in Note 11.Commitment and Contingencies to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, ~~for additional information relating~~may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to ~~recently issued accounting pronouncements.~~the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in consumer price index ("CPI") and may be subject to minimum and maximum increases.

~~Liquidity~~Future fixed minimum payments associated with our hotel, ground and ~~Capital Resources~~

Asfinance leases total $1.8 billion as of June 30, ~~2021, we had liquidity of $967.2~~2022, with $20.8 million ~~which includes cash and cash equivalents, restricted cash and the amount available~~payable on ~~our senior unsecured revolving credit facility. For further discussion on our liquidity and the impact of COVID-19, see Overview included in Part I, Item 2 of this Quarterly Report on Form 10-Q.~~or before June 30, 2023.

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Table of Content

~~Debt~~

~~Our debt consisted of the following as of June 30, 2021 and December 31, 2020 (dollars in thousands):~~

Balance Outstanding as of
Interest Rate Maturity Date June 30, 2021 December 31, 2020
Revolving credit facilities
Senior unsecured credit facility Floating (1), (2) January 2022 $ — $ 40,000
PHL unsecured credit facility Floating (3) January 2022 — —
Total revolving credit facilities $ — $ 40,000
Unsecured term loans
First Term Loan Floating (4) January 2023 300,000 300,000
Second Term Loan Floating (4) April 2022 32,126 65,000
Fourth Term Loan Floating (4) October 2024 110,000 110,000
Sixth Term Loan:
Tranche 2021 Floating (4) November 2021 4,798 40,966
Tranche 2021 Extended Floating (4) November 2022 100,148 173,034
Tranche 2022 Floating (4) November 2022 139,928 286,000
Tranche 2023 Floating (4) November 2023 400,000 400,000
Tranche 2024 Floating (4) January 2024 400,000 400,000
Total Sixth Term Loan 1,044,874 1,300,000
Total term loans at stated value 1,487,000 1,775,000
Deferred financing costs, net (6,822) (8,455)
Total term loans $ 1,480,178 $ 1,766,545
Convertible senior notes
Convertible senior notes 1.75% December 2026 750,000 500,000
Debt premium (discount), net 12,775 (113,099)
Deferred financing costs, net (17,835) (12,568)
Total convertible senior notes $ 744,940 $ 374,333
Senior unsecured notes
Series A Notes 5.15% (5) December 2023 47,600 60,000
Series B Notes 5.38% (6) December 2025 2,400 40,000
Total senior unsecured notes at stated value 50,000 100,000
Deferred financing costs, net (202) (407)
Total senior unsecured notes $ 49,798 $ 99,593
Total debt $ 2,274,916 $ 2,280,471
Purchase commitments

~~(1)~~ Borrowings bear interest at floating rates equal to, at our option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin.

~~(2)~~ ~~The Company has the option to extend the maturity date to January 2023, pursuant to certain terms and conditions and payment of an extension fee.~~

~~(3)~~ Borrowings bear interest at floating rates equal to, at our option, either (i) LIBOR plus an applicable margin or (ii) a Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin.

~~(4)~~ ~~Borrowings under the term loan facilities bear interest at floating rates equal to, at our option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin.~~ As of June 30, ~~2021,~~2022, we had $6.8 million of outstanding purchase commitments, all of which will be paid on or before June 30, 2023. These purchase commitments represent outstanding purchase orders and contracts that have been executed for capital and renovation projects at our properties. See Capital Investments for discussion on planned capital investments.

Preferred dividends

We expect to pay aggregate annual dividends of approximately ~~$1.4 billion of~~$50.0 million on our outstanding Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares and our Series Z Cumulative Perpetual Preferred Units within the ~~borrowings under~~next 12 months and in each future year until the term loan facilities bore an effective weighted-average fixed interest rate of 4.12%, after taking into account interest rate swap agreements, and approximately $57.0 million bore a weighted-average floating interest rate of 2.67%. As of December 31, 2020, approximately $1.4 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.19%, after taking into account interest rate swap agreements, and approximately $345.0 million bore a weighted-average floating interest rate of 2.46%.

~~(5)~~ ~~In February 2021, the interest rate increased from 4.70% to 5.15%. The increased interest rate is effective through the end of the waiver period.~~

~~Table of Content~~

~~(6)~~ ~~In February 2021, the interest rate increased from 4.93% to 5.38%. The increased interest rate is effective through the end of the waiver period.~~

We intend to repay indebtedness incurred under our revolving credit facilities, unsecured term loans, convertible senior notes and senior unsecured notes out of our cash flows from operations and, as market conditions permit, from the net proceeds from issuances of additional equity or debt securities and dispositions of hotel properties.

shares are redeemed. For further discussion on ~~the components of~~ our ~~overall debt,~~preferred shares and units, see Note ~~5, Debt,~~7. Equity to our ~~unaudited~~ consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

~~Unsecured Revolving Credit Facilities~~

WeSources and Uses of Cash

Our principal sources of cash are party to a $650.0 million senior unsecured revolving credit facility maturing in January 2022, with options to extend the maturity date to January 2023, pursuant to certain terms and conditions and payment of an extension fee. As of June 30, 2021, we had no outstanding borrowings, $5.8 million of outstanding letters of credit and borrowing capacity of $644.2 million remainingcash from operations, draws on our ~~senior unsecured revolving~~ credit facility. Interest is paid on the periodic advances under the senior unsecured revolving credit facility at varying rates, based upon either LIBOR or the alternate base rate, plus an additional margin amount, or spread. The interest rate depends upon our leverage ratio pursuant to the provisions of the credit facility agreement. As a result of the amendments described in Note 5, Debt, to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, the spread on the borrowings is fixed at 2.40% during the waiver period. We have the ability to increase the aggregate borrowing capacity of our senior unsecured revolving credit facility up to $1.3 billion, subject to lender approval.

We also have a $25.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. This credit facility has substantially similar terms as our senior unsecured revolving credit facility and matures in January 2022. Borrowings under the PHL Credit Facility bear interest at LIBOR plus an applicable margin, depending on our leverage ratio. As a result of the amendments described in Note 5, Debt, to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, the spread on the borrowings is fixed at 2.40% during the waiver period. As of June 30, 2021, we had no borrowings under the PHL Credit Facility.

~~Unsecured Term Loan Facilities~~

We are party to senior unsecured term loans with different maturities. Each unsecured term loan bears interest at a variable rate of a benchmark interest rate plus an applicable margin, depending on our leverage ratio. We entered into interest rate swap agreements to fix the LIBOR rate on a portion of these unsecured term loans. For further discussion on our unsecured term loan facilities, ~~see Note 5, Debt, to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.~~

~~Convertible Senior Notes~~

~~In December 2020, the Company issued $500.0 million aggregate principal amount of 1.75% Convertible Senior Notes due December 2026 (the "Convertible Notes"). The~~ net proceeds from ~~this offering of the Convertible Notes were approximately $487.3 million after deducting the underwriting fees~~equity and ~~other expenses paid by the Company.~~

~~In February 2021, the Company issued an additional $250.0 million aggregate principal amount of Convertible Notes. These additional Convertible Notes were sold at a 5.5% premium to par~~debt offerings, and ~~generated~~ net proceeds from property sales. Our principal uses of ~~approximately $257.2~~cash are asset acquisitions, debt service payments, the redemption of equity securities, capital investments, operating costs, corporate expenses and dividends.

Operating Activities. Our net cash provided by (used in) operating activities was $142.6 million ~~after deducting the underwriting fees and other expenses paid by the Company of $6.5 million, which was offset by a premium received in the amount of $13.8 million.~~

The Convertible Notes are governed by an indenture (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Convertible Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 15th and December 15th of each year, beginning on June 15, 2021. The Convertible Notes will mature on December 15, 2026. The Company recorded coupon interest expense of $3.3 million and $6.1 million, respectively, for the ~~three and~~ six months ended June 30, 2022, and $(2.3) million for the six months ended June 30, 2021.

~~Prior~~ Fluctuations in our net cash provided by (used in) operating activities are primarily the result of changes in hotel revenues, operating cash requirements and corporate expenses. The increase in cash provided by (used in) operations in 2022 as compared to June 15, 2026, the Convertible Notes will be convertible only upon certain circumstances. On and after June 15, 2026, holders may convert any of their Convertible Notes into the Company’s common shares of beneficial interest (“common shares”) at the applicable conversion rate at any time at their election two days prior2021 is due to the ~~maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount~~resumption of ~~Convertible Notes, which represents~~operations at our hotels, an ~~initial conversion price~~increase in leisure travel demand during the spring and summer travel seasons, as well as some recoveries in business and group bookings. In addition, the operations at 13 of ~~approximately $25.47 per share. The conversion rate is subject~~our hotels were temporarily suspended throughout the first quarter of 2021 and all hotels are operating in 2022.

Investing Activities. Our net cash provided by (used in) investing activities was $(216.7) million for the six months ended June 30, 2022, and $127.8 million for the six months ended June 30, 2021. Fluctuations in our net cash provided by (used in) investing activities are primarily the result of acquisition and disposition activities, as well as capital improvements and additions to ~~adjustment~~our properties.

•During the six months ended June 30, 2022, we invested $42.4 million in ~~certain circumstances. As~~improvements to our hotel properties; received $73.0 million from the sale of one hotel property; and purchased two hotel properties using cash of $247.2 million.

•During the six months ended June 30, 2021, we invested $27.0 million in improvements to our hotel properties; received $172.0 million from the sale of two hotel properties; and ~~December 31, 2020,~~paid a deposit for the ~~if-converted value~~acquisition of one hotel property using cash of $17.1 million.

Financing Activities. Our net cash provided by (used in) financing activities was $44.6 million for the six months ended June 30, 2022, and $61.2 million for the six months ended June 30, 2021. Fluctuations in our net cash provided by (used in) financing activities are primarily the result of our issuance and repurchase of debt and equity securities and distributions paid on our preferred and common shares.

•During the six months ended June 30, 2022, we borrowed and repaid $180.0 million and $80.0 million, respectively, of revolving credit facility borrowings; repaid $27.1 million in other debt; and paid $25.3 million in preferred and common distributions.

•During the six months ended June 30, 2021, we borrowed and repaid $268.6 million and $338.0 million, respectively, in other debt; received $230.0 million in gross proceeds from the issuances of preferred shares; repaid $40.0 million of revolving credit facilities borrowings; paid $18.9 million in preferred and common distributions; purchased $21.0 million in capped call transactions; paid $7.7 million in offering costs; and paid $9.6 million in financing fees.

Capital Investments

We maintain and intend to continue maintaining all of our hotels in good repair and condition, in conformity with applicable laws and regulations, in accordance with franchisor standards when applicable and in accordance with agreed-upon requirements in our management agreements. Routine capital investments will be administered by the hotel management companies. However, we maintain approval rights over the capital investments as part of the ~~Convertible Notes did not exceed the principal amount.~~annual budget process and as otherwise required from time to time.

3632

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~~The Company~~Certain of our hotel properties may redeem for cash all or a portion of the Convertible Notes, at its option, on or after December 20, 2023 upon certain circumstances. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes may be increased.

In connection with the Convertible Notes issuances, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters of the offerings of the Convertible Notes or their respective affiliates and other financial institutions (the “Capped Call Counterparties”). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of common shares underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the Capped Call Transactions is $33.0225 per share. The cost of the Capped Call Transactions entered into in December 2020 and February 2021 was $38.3 million and $21.0 million, respectively, and was recorded within additional paid-in capital.

~~Senior Unsecured Notes~~

The Company has $47.6 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.70% per annum and maturing in December 2023 (the "Series A Notes") and $2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93% per annum and maturing in December 2025 (the "Series B Notes"). Asundergo renovations as a result of ~~the amendments described above, the interest rates~~our decision to upgrade portions of the ~~Series A Notes~~hotels, such as guest rooms, meeting space and restaurants, in order to better compete with other hotels in our markets. In addition, after we acquire a hotel property, we are often required by the ~~Series B Notes are fixed at 5.15%~~franchisor or brand manager, if any, to complete a property improvement plan (“PIP”) in order to bring the hotel property up to the franchisor’s or brand’s standards. Generally, we expect to fund renovations and ~~5.38%, respectively, for~~improvements with available cash, restricted cash, borrowings under our credit facility or proceeds from new debt or equity offerings.

For the ~~duration of the waiver period. The debt covenants of the Series A Notes and the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of~~six months ended June 30, ~~2021,~~2022, we invested $42.4 million in capital investments to reposition and improve our properties, including the ~~Company was~~renovations of 1 Hotel San Francisco (formerly Hotel Vitale), Hotel Ziggy (formerly Grafton on Sunset) and Skamania Lodge.

Depending on market conditions, we expect to invest a total of $100.0 million to $120.0 million in ~~compliance with all such debt covenants.~~capital investments in 2022, which includes approximately $50.0 million in redevelopment and repositioning projects at 1 Hotel San Francisco (formerly Hotel Vitale), Skamania Lodge, Solamar Hotel, Hilton San Diego Gaslamp Quarter and Jekyll Island Club Resort.

~~Issuance of Shares of Beneficial Interest~~

Common Share Repurchase Program and ATM Program

On February 22, 2016, we announced that our ~~board~~Board of ~~trustees~~Trustees authorized a share repurchase program of up to $150.0 million of ~~the Company's outstanding~~ common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. No common shares were repurchased by the Company under the share repurchase program during the six months ended June 30, ~~2021.~~2022. As of June 30, ~~2021,~~2022, $56.6 million of common shares remained available for repurchase under this program.

On July 27, 2017, we announced that our ~~board~~Board of ~~trustees~~Trustees authorized a new share repurchase program of up to $100.0 million of ~~the Company's outstanding~~ common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. This $100.0 million share repurchase program will commence upon the completion of our $150.0 million share repurchase program.

On April 29, 2021, we filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). No common shares were issued or sold under the ATM program during the six months ended June 30, ~~2021.~~2022. As of June 30, ~~2021,~~2022, $200.0 million of common shares remained available for issuance under the ATM program.

In May 2021, we issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares (the “Shares”) at a public offering price of $25.00 per share for net proceeds of $222.6 million. The Shares may be redeemed, at the Company’s option, on or after May 13, 2026, in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption.

~~For further discussion on our shares of beneficial interest, see Note 7, Equity, to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.~~

~~Sources and Uses of Cash~~

Our principal sources of cash are cash from operations, borrowings under mortgage financings and other debt, draws on our credit facilities, proceeds from offerings of our equity securities, debt securities and hotel property sales. Our principal uses of cash are asset acquisitions, debt service, capital investments, operating costs, corporate expenses and dividends.

~~Cash (Used in) Operations.~~ Our cash used in operating activities was $2.3 million for the six months ended June 30, 2021. Our cash from operations includes the operating activities of the 51 hotels we owned as of June 30, 2021, offset by corporate expenses. Our cash used in operating activities was $86.6 million for the six months ended June 30, 2020. Our cash from operations includes the operating activities of the 54 hotels we owned as of June 30, 2020, offset by corporate expenses. The negative cash flow from operations during the six months ended June 30, 2021 and 2020 is due to the reduced operations at our hotels as a result of COVID-19, including carrying costs on hotels that were temporarily suspended.

~~Table of Content~~

~~Cash Provided by Investing Activities.~~ Our cash provided by investing activities was $127.8 million for the six months ended June 30, 2021. During the six months ended June 30, 2021, we invested $27.0 million in improvements to our hotel properties, received $172.0 million from sales of hotel properties and placed deposits totaling $17.1 million on two hotel properties. Our cash provided by investing activities was $230.4 million for the six months ended June 30, 2020. During the six months ended June 30, 2020, we invested $89.6 million in improvements to our hotel properties and received $320.0 million from sales of hotel properties.

~~Cash Provided by Financing Activities.~~ Our cash provided by financing activities was $61.2 million for the six months ended June 30, 2021. During the six months ended June 30, 2021, we repaid $40.0 million under the revolving credit facilities, received gross proceeds from the issuance of preferred shares of $230.0 million, paid $7.7 million in offering costs, received proceeds from the issuance of convertible notes and other debt of $268.6 million, repaid $338.0 million in other debt, purchased $21.0 million in Capped Call Transactions, repurchased $0.7 million of common shares for tax withholding purposes in connection with vested share-based equity awards, paid $18.9 million in distributions, paid $9.6 million in financing fees, and paid $1.5 million in other transactions. Our cash provided by financing activities was $152.1 million for the six months ended June 30, 2020. During the six months ended June 30, 2020, we borrowed $760.1 million under the revolving credit facilities, repaid $535.1 million under the revolving credit facilities, borrowed and repaid $13.0 million in other debt, repurchased $1.3 million of common shares for tax withholding purposes in connection with vested share-based equity awards, paid $67.6 million in distributions, paid $3.6 million in financing fees related to the credit agreement amendments and paid $0.3 million in other transactions.

~~Capital Investments~~

We maintain and intend to continue maintaining all of our hotels, including each hotel that we acquire in the future, in good repair and condition and in conformity with applicable laws and regulations and when applicable, in accordance with the franchisor’s standards and the agreed-upon requirements in our management agreements. Routine capital investments will be administered by the hotel management companies. However, we maintain approval rights over the capital investments as part of the annual budget process and as otherwise required from time to time.

From time to time, certain of our hotel properties may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guestrooms, meeting space and restaurants, in order to better compete with other hotels in our markets. In addition, after we acquire a hotel property, we are often required by the franchisor or brand manager, if there is one, to complete a property improvement plan (“PIP”) in order to bring the hotel property up to the franchisor’s or brand’s standards. Generally, we expect to fund renovations and improvements with available cash, restricted cash, borrowings under our credit facility or proceeds from new debt or equity offerings.

~~For the six months ended June 30, 2021, we invested $27.0 million in capital investments to reposition and improve our properties, primarily the renovation of the L'Auberge Del Mar.~~

Depending on market conditions, we expect to invest an additional $40.0 million to $60.0 million in capital investments during the remainder of 2021, including a $25.0 million transformation of Hotel Vitale. The redevelopment is expected to be completed at year-end, at which time the hotel will reopen as 1 Hotel San Francisco. We also commenced a $15.0 million renovation at Southernmost Beach Resort, which we expect will be completed in the fourth quarter.

~~However, as fundamentals improve, we will evaluate commencing additional previously planned major renovations and repositioning projects later in 2021.~~

~~Table of Content~~

~~Contractual Obligations and Off-Balance Sheet Arrangements~~

~~The table below summarizes our contractual obligations as of June 30, 2021 and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in thousands):~~

Payments due by period
Total Less
than 1
year 1 to 3
years 3 to 5
years More
than 5
years
Term loans (2)
$ 1,601,865 $ 94,549 $ 1,396,402 $ 110,914 $ —
Convertible senior notes (1)
822,188 13,125 26,250 26,250 756,563
Unsecured notes (1)
56,369 2,581 51,211 2,577 —
Borrowings under credit facilities (3)
— — — — —
Hotel and ground leases (4)
1,236,192 17,270 34,702 35,121 1,149,099
Finance lease obligation 52,341 904 1,867 1,951 47,619
Refundable membership initiation deposits (5)
27,690 203 — — 27,487
Purchase commitments (6)
8,523 8,523 — — —
Corporate office leases 14,807 1,852 2,997 2,346 7,612
Total $ 3,819,975 $ 139,007 $ 1,513,429 $ 179,159 $ 1,988,380

~~(1)Amounts include principal and interest.~~

~~(2)~~Amounts include principal and interest. Borrowings under the term loan facilities bear interest at floating rates equal to, at our option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin.

~~(3)~~Amounts include principal and interest under the two revolving credit facilities. Interest expense is calculated based on the weighted-average interest rate for all outstanding credit facility borrowings as of June 30, 2021. It is assumed that the outstanding borrowings will be repaid upon maturity with fixed interest-only payments until then.

~~(4)~~Our leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in consumer price index ("CPI") and may be subject to minimum and maximum increases. The table above reflects only minimum fixed rent for all periods presented and does not include assumptions for CPI adjustments.

~~(5)Represents refundable initiation membership deposits from club members at LaPlaya Beach Resort and Club.~~

~~(6)~~Amounts represent purchase orders and contracts that have been executed for renovation projects at the properties. We are committed to these purchase orders and contracts and anticipate making similar arrangements in the future with the existing properties or any future properties that we may acquire.

~~Off-Balance Sheet Arrangements~~

~~As of June 30, 2021, we had no off-balance sheet arrangements.~~

Inflation

We rely on the performance of the hotels to increase revenues to keep pace with inflation. Generally, our hotel operators possess the ability to adjust room rates daily, except for group or corporate rates contractually committed to in advance, although competitive pressures may limit the ability of our operators to raise rates faster than inflation or even at the same rate. Inflation may also affect our expenses and costs of capital investments by increasing, among other things, the costs of labor, employee related benefits, food, commodities, and other materials, taxes, insurance and utilities.

Seasonality

Demand in the lodging industry is affected by recurring seasonal patterns which are greatly influenced by overall economic cycles, geographic locations, weather and customer mix at the hotels. Generally, our hotels have lower revenue, operating income and cash flow in the first quarter of each year and higher revenue, operating income and cash flow in the third quarter of each year. The historical trend has been disrupted as a result of COVID-19. We expect that our portfolio will return to more normal historical seasonality trends in 2022.

Derivative Instruments

In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments including interest rate swaps, caps and collars to manage or hedge interest rate risk. Derivative instruments are subject to fair value reporting at each reporting date and the increase or decrease in fair value is recorded in net income (loss) or accumulated other comprehensive income (loss), based on the applicable hedge accounting guidance. Derivatives expose the Company to credit risk in the event of non-performance by the ~~counter parties~~counterparties under the terms of the interest rate hedge agreements. ~~The Company believes it minimizes~~We believe we minimize the credit risk by transacting with major credit-worthy financial institutions.

~~Table~~As of ~~Content~~

WeJune 30, 2022, we have interest rate swap agreements with an aggregate notional amount of ~~$1.4~~$1.0 billion to hedge variable interest rates on our unsecured term loans.

We have designated these pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. For a further discussion of our derivative instruments see Note 5.Debt to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Interest Rate Sensitivity

We are exposed to market risk from changes in interest rates. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose us to the risks that the other parties to the agreements will not perform, that we could incur significant costs associated with the settlement of the agreements, and that the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under guidance included in ASC 815 "Derivatives and Hedging."

As of June 30, ~~2021, $57.0~~2022, $628.2 million of our aggregate indebtedness ~~(2.5%~~(24.8% of total indebtedness) was subject to variable interest rates, excluding amounts outstanding under the term loan facilities that have been effectively swapped into fixed rates. If interest rates on our variable rate debt increase or decrease by 0.1 percent, our annual interest expense will increase or decrease by approximately ~~$0.1~~$0.6 million, respectively.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes to our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Table of Content

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The nature of the operations of our hotels exposes the hotels and us to the risk of claims and litigation in the normal course of business. We are not presently subject to any material litigation nor, to our knowledge, is any litigation threatened against us, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on our liquidity, results of operations or our financial condition.

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1, ~~2021~~2022 - April 30, ~~2021~~2022	—	$	—	—	—
May 1, ~~2021~~2022 - May 31, ~~2021~~2022	—	$	—	—	—
June 1, ~~2021~~2022 - June 30, ~~2021~~2022	—	$	—	—	—
Total	—	$	—	—	$	56,600,000

~~Table of Content~~

______________________

(1) On February 22, 2016, the Company announced its Board of Trustees authorized a share repurchase program of up to $150.0 million of the Company's ~~outstanding~~ common shares. Under this program, the Company may repurchase its common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. The amount in this column does not include the approximate dollar value of shares that may yet be purchased under the $100.0 million share repurchase program that was announced on July 27, 2017, which will commence upon the completion of the Company's $150.0 million share repurchase program. See Note 7,7. Equity to our ~~unaudited~~ consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information about the $100.0 million share repurchase program.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.


Exhibit Number						Description of Exhibit
~~3.1†~~10.1						~~Declaration of Trust of~~Amendment No. 4 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and ~~supplemented through~~restated effective July ~~23, 2021.~~10, 2012, effective May 16, 2022 (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Current Report on Form 8‑K filed with the SEC on May 16, 2022 (File No. 001‑34571)).
31.1†						Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†						Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1††						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2††						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.(1)
101.SCH						Inline XBRL Taxonomy Extension Schema Document(1)
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document(1)
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document(1)
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document(1)
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document(1)
104						Cover Page Interactive Date File (embedded within the Inline XBRL document)(1)

________________

† Filed herewith.

†† Furnished herewith.

(1) Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; (v) Notes to Consolidated Financial Statements; and (vi) Cover Page (in connection with Exhibit 104).

Table of Content

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		PEBBLEBROOK HOTEL TRUST

Date:	July ~~29, 2021~~26, 2022	/s/ JON E. BORTZ
		Jon E. Bortz
		Chairman, President and Chief Executive Officer

4237



	For the six months ended June 30, 2020
	Preferred Shares			Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Retained Earnings		Total Shareholders' Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2019	20,400,000	$	204	130,484,956	$	1,305	$	4,069,410	$	(24,715)	$	(424,996)	$	3,621,208	$	10,728	$	3,631,936
Issuance of shares, net of offering costs	—	—		—	—		(94)		—		—		(94)		—		(94)

Issuance of common shares for Board of Trustees compensation	—	—		23,528	1		636		—		—		637		—		637
Repurchase of common shares	—	—		(47,507)	(1)		(1,254)		—		—		(1,255)		—		(1,255)
Share-based compensation	—	—		103,083	1		8,799		—		—		8,800		10,616		19,416
Distributions on common shares/units	—	—		—	—		—		—		(2,076)		(2,076)		(24)		(2,100)
Distributions on preferred shares	—	—		—	—		—		—		(16,278)		(16,278)		—		(16,278)




Change in fair value of derivative instruments	—	—		—	—		—		(65,419)		—		(65,419)		—		(65,419)
Amounts reclassified from other comprehensive income	—	—		—	—		—		10,749		—		10,749		—		10,749

Net income (loss)	—	—		—	—		—		—		(88,564)		(88,564)		(282)		(88,846)
Balance at June 30, 2020	20,400,000	$	204	130,564,060	$	1,306	$	4,077,497	$	(79,385)	$	(531,914)	$	3,467,708	$	21,038	$	3,488,746


2021	$	9,278
2022	18,849
2023	18,034
2024	18,119
2025	18,203
Thereafter	1,127,864
Total lease payments	$	1,210,347
Less: Imputed interest	(955,778)
Present value of lease liabilities	$	254,569


	Payments due by period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years

Term loans (2)	$	1,601,865	$	94,549	$	1,396,402	$	110,914	$	—
Convertible senior notes (1)	822,188		13,125		26,250		26,250		756,563
Unsecured notes (1)	56,369		2,581		51,211		2,577		—
Borrowings under credit facilities (3)	—		—		—		—		—
Hotel and ground leases (4)	1,236,192		17,270		34,702		35,121		1,149,099
Finance lease obligation	52,341		904		1,867		1,951		47,619
Refundable membership initiation deposits (5)	27,690		203		—		—		27,487
Purchase commitments (6)	8,523		8,523		—		—		—
Corporate office leases	14,807		1,852		2,997		2,346		7,612
Total	$	3,819,975	$	139,007	$	1,513,429	$	179,159	$	1,988,380