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 ~~March 31,~~June 30, 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 001-35169

RLJ LODGING TRUST

(Exact Name of Registrant as Specified in Its Charter)


Maryland						27-4706509
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


3 Bethesda Metro Center, Suite 1000
Bethesda,	Maryland	20814
(Address of Principal Executive Offices)		(Zip Code)

(301) 280-7777

(Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Common Shares of beneficial interest, par value $0.01 per share

RLJ

New York Stock Exchange

$1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share

RLJ-A

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 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 such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

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.

As of ~~April 28,~~July 29, 2022, ~~166,843,586~~162,749,444 common shares of beneficial interest of the Registrant, $0.01 par value per share, were outstanding.

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		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Financial Statements (unaudited)
	Balance Sheets as of ~~March 31,~~June 30, 2022 and December 31, 2021	1
	Statements of Operations and Comprehensive Income (Loss) for the three and six months ended ~~March 31,~~June 30, 2022 and 2021	2
	Statements of Changes in Equity for the three and six months ended ~~March 31,~~June 30, 2022 and 2021	4
	Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021	68
	Notes to the Consolidated Financial Statements	79

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2023
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3137
Item 4.	Controls and Procedures	3137

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3238
Item 1A.	Risk Factors	3238
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3238
Item 3.	Defaults Upon Senior Securities	3238
Item 4.	Mine Safety Disclosures	3238
Item 5.	Other Information	3238
Item 6.	Exhibits	3439

Signatures		3540

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RLJ Lodging Trust

Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

(unaudited)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Assets	Assets					Assets
Investment in hotel properties, net	Investment in hotel properties, net	$	4,155,048	$	4,219,116	Investment in hotel properties, net	$	4,127,290	$	4,219,116
Investment in unconsolidated joint ventures	Investment in unconsolidated joint ventures	6,644		6,522		Investment in unconsolidated joint ventures	6,927		6,522
Cash and cash equivalents	Cash and cash equivalents	479,047		665,341		Cash and cash equivalents	511,481		665,341
Restricted cash reserves	Restricted cash reserves	43,254		48,528		Restricted cash reserves	44,281		48,528
Hotel and other receivables, net of allowance of $322 and $274, respectively		37,876		31,091
Hotel and other receivables, net of allowance of $332 and $274, respectively						Hotel and other receivables, net of allowance of $332 and $274, respectively	40,938		31,091
Lease right-of-use assets	Lease right-of-use assets	143,606		144,988		Lease right-of-use assets	142,213		144,988

Prepaid expense and other assets	Prepaid expense and other assets	56,182		33,390		Prepaid expense and other assets	60,096		33,390

Total assets	Total assets	$	4,921,657	$	5,148,976	Total assets	$	4,933,226	$	5,148,976
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Debt, net	Debt, net	$	2,210,725	$	2,409,438	Debt, net	$	2,211,735	$	2,409,438
Accounts payable and other liabilities	Accounts payable and other liabilities	129,962		155,136		Accounts payable and other liabilities	139,115		155,136

Advance deposits and deferred revenue	Advance deposits and deferred revenue	21,434		20,047		Advance deposits and deferred revenue	18,583		20,047
Lease liabilities	Lease liabilities	122,326		123,031		Lease liabilities	121,609		123,031
Accrued interest	Accrued interest	8,210		19,110		Accrued interest	18,617		19,110
Distributions payable	Distributions payable	8,208		8,347		Distributions payable	7,995		8,347
Total liabilities	Total liabilities	2,500,865		2,735,109		Total liabilities	2,517,654		2,735,109
Commitments and Contingencies (Note 10)	Commitments and Contingencies (Note 10)	0		0		Commitments and Contingencies (Note 10)	0		0
Equity	Equity					Equity
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized	Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized					Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized
Series A Cumulative Convertible Preferred Shares, $0.01 par value, 12,950,000 shares authorized; 12,879,475 shares issued and outstanding, liquidation value of $328,266, at March 31, 2022 and December 31, 2021		366,936		366,936
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 166,843,586 and 166,503,062 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		1,668		1,665
Series A Cumulative Convertible Preferred Shares, $0.01 par value, 12,950,000 shares authorized; 12,879,475 shares issued and outstanding, liquidation value of $328,266, at June 30, 2022 and December 31, 2021						Series A Cumulative Convertible Preferred Shares, $0.01 par value, 12,950,000 shares authorized; 12,879,475 shares issued and outstanding, liquidation value of $328,266, at June 30, 2022 and December 31, 2021	366,936		366,936
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 162,981,820 and 166,503,062 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively						Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 162,981,820 and 166,503,062 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	1,630		1,665
Additional paid-in capital	Additional paid-in capital	3,097,166		3,092,883		Additional paid-in capital	3,053,345		3,092,883
Distributions in excess of net earnings	Distributions in excess of net earnings	(1,069,769)		(1,046,739)		Distributions in excess of net earnings	(1,044,726)		(1,046,739)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	11,214		(17,113)		Accumulated other comprehensive income (loss)	24,594		(17,113)
Total shareholders’ equity	Total shareholders’ equity	2,407,215		2,397,632		Total shareholders’ equity	2,401,779		2,397,632
Noncontrolling interests:	Noncontrolling interests:					Noncontrolling interests:
Noncontrolling interest in the Operating Partnership	Noncontrolling interest in the Operating Partnership	6,209		6,316		Noncontrolling interest in the Operating Partnership	6,325		6,316
Noncontrolling interest in consolidated joint ventures	Noncontrolling interest in consolidated joint ventures	7,368		9,919		Noncontrolling interest in consolidated joint ventures	7,468		9,919
Total noncontrolling interests	Total noncontrolling interests	13,577		16,235		Total noncontrolling interests	13,793		16,235

Total equity	Total equity	2,420,792		2,413,867		Total equity	2,415,572		2,413,867
Total liabilities and equity	Total liabilities and equity	$	4,921,657	$	5,148,976	Total liabilities and equity	$	4,933,226	$	5,148,976

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

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RLJ Lodging Trust

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Amounts in thousands, except share and per share data)

(unaudited)


		For the three months ended March 31,			For the three months ended June 30,						For the six months ended June 30,
			2022			2021			2022		2021		2022		2021
Revenues	Revenues							Revenues
Operating revenues	Operating revenues							Operating revenues
Room revenue	Room revenue		$	205,779		$	102,772	Room revenue	$	280,676	$	166,554	$	486,455	$	269,326
Food and beverage revenue	Food and beverage revenue		20,901			6,242		Food and beverage revenue	31,154		12,983		52,055		19,225
Other revenue	Other revenue		16,219			10,538		Other revenue	18,671		14,717		34,890		25,255
Total revenues	Total revenues		242,899			119,552		Total revenues	330,501		194,254		573,400		313,806
Expenses	Expenses							Expenses
Operating expenses	Operating expenses							Operating expenses
Room expense	Room expense		53,828			29,427		Room expense	65,793		42,898		119,621		72,325
Food and beverage expense	Food and beverage expense		16,169			4,556		Food and beverage expense	21,770		8,709		37,939		13,265
Management and franchise fee expense	Management and franchise fee expense		20,388			5,361		Management and franchise fee expense	26,067		12,630		46,456		17,991
Other operating expense	Other operating expense		68,654			49,120		Other operating expense	76,888		56,883		145,542		106,003
Total property operating expenses	Total property operating expenses		159,039			88,464		Total property operating expenses	190,518		121,120		349,558		209,584
Depreciation and amortization	Depreciation and amortization		46,865			46,943		Depreciation and amortization	46,922		46,915		93,787		93,858
Impairment losses	Impairment losses		—			5,946		Impairment losses	—		—		—		5,946
Property tax, insurance and other	Property tax, insurance and other		22,513			20,081		Property tax, insurance and other	22,949		24,048		45,462		44,129
General and administrative	General and administrative		14,134			10,800		General and administrative	13,348		12,133		27,482		22,934
Transaction costs	Transaction costs		62			60		Transaction costs	136		195		198		255
Total operating expenses	Total operating expenses		242,613			172,294		Total operating expenses	273,873		204,411		516,487		376,706
Other income, net			7,285			465
Other income (expense), net								Other income (expense), net	721		(9,720)		8,006		(9,255)
Interest income	Interest income		172			384		Interest income	347		220		519		604
Interest expense	Interest expense		(24,561)			(27,895)		Interest expense	(23,855)		(26,366)		(48,416)		(54,261)
Gain on sale of hotel properties, net			1,417			1,083

Loss before equity in income (loss) from unconsolidated joint ventures			(15,401)			(78,705)
(Loss) gain on sale of hotel properties, net								(Loss) gain on sale of hotel properties, net	(364)		103		1,053		1,186
Loss on extinguishment of indebtedness, net								Loss on extinguishment of indebtedness, net	—		(6,207)		—		(6,207)
Income (loss) before equity in income (loss) from unconsolidated joint ventures								Income (loss) before equity in income (loss) from unconsolidated joint ventures	33,477		(52,127)		18,075		(130,833)
Equity in income (loss) from unconsolidated joint ventures	Equity in income (loss) from unconsolidated joint ventures		122			(298)		Equity in income (loss) from unconsolidated joint ventures	283		60		405		(238)
Loss before income tax expense			(15,279)			(79,003)
Income (loss) before income tax expense								Income (loss) before income tax expense	33,760		(52,067)		18,480		(131,071)
Income tax expense	Income tax expense		(190)			(114)		Income tax expense	(558)		(154)		(748)		(268)
Net loss			(15,469)			(79,117)
Net loss attributable to noncontrolling interests:
Net income (loss)								Net income (loss)	33,202		(52,221)		17,732		(131,339)
Net (income) loss attributable to noncontrolling interests:								Net (income) loss attributable to noncontrolling interests:
Noncontrolling interest in the Operating Partnership	Noncontrolling interest in the Operating Partnership		104			396		Noncontrolling interest in the Operating Partnership	(125)		268		(21)		664
Noncontrolling interest in consolidated joint ventures	Noncontrolling interest in consolidated joint ventures		118			736		Noncontrolling interest in consolidated joint ventures	(111)		506		7		1,242

Net loss attributable to RLJ			(15,247)			(77,985)
Net income (loss) attributable to RLJ								Net income (loss) attributable to RLJ	32,966		(51,447)		17,718		(129,433)
Preferred dividends	Preferred dividends		(6,279)			(6,279)		Preferred dividends	(6,279)		(6,279)		(12,557)		(12,557)
Net loss attributable to common shareholders			$	(21,526)		$	(84,264)
Net income (loss) attributable to common shareholders								Net income (loss) attributable to common shareholders	$	26,687	$	(57,726)	$	5,161	$	(141,990)

Basic and diluted per common share data:
Net loss per share attributable to common shareholders			$	(0.13)		$	(0.51)
Basic per common share data:								Basic per common share data:
Net income (loss) per share attributable to common shareholders								Net income (loss) per share attributable to common shareholders	$	0.16	$	(0.35)	$	0.03	$	(0.87)
Weighted-average number of common shares	Weighted-average number of common shares		164,179,661			163,826,009		Weighted-average number of common shares	163,539,446		163,996,003		163,857,785		163,911,475

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Diluted per common share data:						Diluted per common share data:
Net income (loss) per share attributable to common shareholders						Net income (loss) per share attributable to common shareholders	$	0.16	$	(0.35)	$	0.03	$	(0.87)
Weighted-average number of common shares						Weighted-average number of common shares	163,784,573		163,996,003		164,217,150		163,911,475

Comprehensive income (loss):	Comprehensive income (loss):					Comprehensive income (loss):
Net loss		$	(15,469)	$	(79,117)
Net income (loss)						Net income (loss)	$	33,202	$	(52,221)	$	17,732	$	(131,339)
Unrealized gain on interest rate derivatives	Unrealized gain on interest rate derivatives	34,193		16,720		Unrealized gain on interest rate derivatives	13,380		5,375		47,573		22,095
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net		(5,866)		—
Reclassification of unrealized losses (gains) on discontinued cash flow hedges to other income (expense), net						Reclassification of unrealized losses (gains) on discontinued cash flow hedges to other income (expense), net	—		10,658		(5,866)		10,658
Comprehensive income (loss)	Comprehensive income (loss)	12,858		(62,397)		Comprehensive income (loss)	46,582		(36,188)		59,439		(98,586)
Comprehensive loss attributable to noncontrolling interests:
Comprehensive (income) loss attributable to noncontrolling interests:						Comprehensive (income) loss attributable to noncontrolling interests:
Noncontrolling interest in the Operating Partnership	Noncontrolling interest in the Operating Partnership	104		396		Noncontrolling interest in the Operating Partnership	(125)		268		(21)		664
Noncontrolling interest in consolidated joint ventures	Noncontrolling interest in consolidated joint ventures	118		736		Noncontrolling interest in consolidated joint ventures	(111)		506		7		1,242

Comprehensive income (loss) attributable to RLJ	Comprehensive income (loss) attributable to RLJ	$	13,080	$	(61,265)	Comprehensive income (loss) attributable to RLJ	$	46,346	$	(35,414)	$	59,425	$	(96,680)

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

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RLJ Lodging Trust

Consolidated Statements of Changes in Equity

(Amounts in thousands, except share data)

(unaudited)


		Shareholders’ Equity												Noncontrolling Interest									Shareholders’ Equity																			Noncontrolling Interest
		Preferred Stock			Common Stock																		Preferred Stock					Common Stock
		Shares	Amount		Shares	Par Value		Additional Paid-in Capital		Distributions in excess of net earnings		Accumulated Other Comprehensive (Loss) Income		Operating Partnership		Consolidated Joint Ventures		Total Equity					Shares		Amount			Shares		Par Value			Additional Paid-in Capital			Distributions in excess of net earnings			Accumulated Other Comprehensive (Loss) Income			Operating Partnership			Consolidated Joint Ventures			Total Equity
Balance at December 31, 2021	Balance at December 31, 2021	12,879,475	$	366,936	166,503,062	$	1,665	$	3,092,883	$	(1,046,739)	$	(17,113)	$	6,316	$	9,919	$	2,413,867		Balance at December 31, 2021		12,879,475		$	366,936		166,503,062		$	1,665		$	3,092,883		$	(1,046,739)		$	(17,113)		$	6,316		$	9,919		$	2,413,867
Net loss		—	—		—	—		—		(15,247)		—		(104)		(118)		(15,469)
Net income (loss)																				Net income (loss)		—		—			—		—			—			17,718			—			21			(7)			17,732
Unrealized gain on interest rate derivatives	Unrealized gain on interest rate derivatives	—	—		—	—		—		—		34,193		—		—		34,193			Unrealized gain on interest rate derivatives		—		—			—		—			—			—			47,573			—			—			47,573
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net	Reclassification of unrealized gains on discontinued cash flow hedges to other income, net	—	—		—	—		—		—		(5,866)		—		—		(5,866)			Reclassification of unrealized gains on discontinued cash flow hedges to other income, net		—		—			—		—			—			—			(5,866)			—			—			(5,866)

Contributions from consolidated joint venture partners	Contributions from consolidated joint venture partners	—	—		—	—		—		—		—		—		156		156			Contributions from consolidated joint venture partners		—		—			—		—			—			—			—			—			156			156
Distribution to consolidated joint venture partners	Distribution to consolidated joint venture partners	—	—		—	—		—		—		—		—		(2,589)		(2,589)			Distribution to consolidated joint venture partners		—		—			—		—			—			—			—			—			(2,600)			(2,600)

Issuance of restricted stock	Issuance of restricted stock	—	—		432,779	4		(4)		—		—		—		—		—			Issuance of restricted stock		—		—			702,993		7			(7)			—			—			—			—			—
Amortization of share-based compensation	Amortization of share-based compensation	—	—		—	—		5,555		—		—		—		—		5,555			Amortization of share-based compensation		—		—			—		—			11,462			—			—			—			—			11,462

Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	—	—		(87,626)	(1)		(1,268)		—		—		—		—		(1,269)			Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock		—		—			(260,187)		(3)			(3,586)			—			—			—			—			(3,589)

Shares acquired as part of a share repurchase program																				Shares acquired as part of a share repurchase program		—		—			(3,957,983)		(39)			(47,407)			—			—			—			—			(47,446)
Forfeiture of restricted stock	Forfeiture of restricted stock	—	—		(4,629)	—		—		—		—		—		—		—			Forfeiture of restricted stock		—		—			(6,065)		—			—			—			—			—			—			—
Distributions on preferred shares	Distributions on preferred shares	—	—		—	—		—		(6,279)		—		—		—		(6,279)			Distributions on preferred shares		—		—			—		—			—			(12,557)			—			—			—			(12,557)
Distributions on common shares and units	Distributions on common shares and units	—	—		—	—		—		(1,504)		—		(3)		—		(1,507)			Distributions on common shares and units		—		—			—		—			—			(3,148)			—			(12)			—			(3,160)

Balance at March 31, 2022		12,879,475	$	366,936	166,843,586	$	1,668	$	3,097,166	$	(1,069,769)	$	11,214	$	6,209	$	7,368	$	2,420,792
Balance at June 30, 2022																				Balance at June 30, 2022		12,879,475		$	366,936		162,981,820		$	1,630		$	3,053,345		$	(1,044,726)		$	24,594		$	6,325		$	7,468		$	2,415,572

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

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RLJ Lodging Trust

Consolidated Statements of Changes in Equity

(Amounts in thousands, except share data)

(unaudited)


		Shareholders’ Equity												Noncontrolling Interest									Shareholders’ Equity														Noncontrolling Interest
		Preferred Stock			Common Stock																		Preferred Stock				Common Stock
		Shares	Amount		Shares	Par Value		Additional Paid-in Capital		Distributions in excess of net earnings		Accumulated Other Comprehensive Loss		Operating Partnership		Consolidated Joint Ventures		Total Equity					Shares		Amount		Shares		Par Value		Additional Paid-in Capital		Distributions in excess of net earnings		Accumulated Other Comprehensive Income		Operating Partnership		Consolidated Joint Ventures		Total Equity
Balance at December 31, 2020		12,879,475	$	366,936	165,002,752	$	1,650	$	3,077,142	$	(710,161)	$	(69,050)	$	7,869	$	13,002	$	2,687,388
Net loss		—	—		—	—		—		(77,985)		—		(396)		(736)		(79,117)
Balance at March 31, 2022																				Balance at March 31, 2022		12,879,475		$	366,936	166,843,586		$	1,668	$	3,097,166	$	(1,069,769)	$	11,214	$	6,209	$	7,368	$	2,420,792
Net income																				Net income		—		—		—		—		—		32,966		—		125		111		33,202
Unrealized gain on interest rate derivatives	Unrealized gain on interest rate derivatives	—	—		—	—		—		—		16,720		—		—		16,720			Unrealized gain on interest rate derivatives		—		—		—		—		—		—		13,380		—		—		13,380

Distribution to consolidated joint venture partners																				Distribution to consolidated joint venture partners		—		—		—		—		—		—		—		—		(11)		(11)

Contributions from consolidated joint venture partners		—	—		—	—		—		—		—		—		99		99

Issuance of restricted stock																				Issuance of restricted stock		—		—		270,214		3		(3)		—		—		—		—		—
Amortization of share-based compensation	Amortization of share-based compensation	—	—		—	—		2,944		—		—		—		—		2,944			Amortization of share-based compensation		—		—		—		—		5,907		—		—		—		—		5,907

Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	—	—		(83,244)	(1)		(1,262)		—		—		—		—		(1,263)			Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock		—		—		(172,561)		(2)		(2,318)		—		—		—		—		(2,320)
Shares acquired as part of a share repurchase program																				Shares acquired as part of a share repurchase program		—		—		(3,957,983)		(39)		(47,407)		—		—		—		—		(47,446)
Forfeiture of restricted stock																				Forfeiture of restricted stock		—		—		(1,436)		—		—		—		—		—		—		—

Forfeiture of restricted stock		—	—		(1,382)	—		—		—		—		—		—		—

Distributions on preferred shares	Distributions on preferred shares	—	—		—	—		—		(6,279)		—		—		—		(6,279)			Distributions on preferred shares		—		—		—		—		—		(6,279)		—		—		—		(6,279)
Distributions on common shares and units	Distributions on common shares and units	—	—		—	—		—		(1,281)		—		(3)		—		(1,284)			Distributions on common shares and units		—		—		—		—		—		(1,644)		—		(9)		—		(1,653)

Balance at March 31, 2021		12,879,475	$	366,936	164,918,126	$	1,649	$	3,078,824	$	(795,706)	$	(52,330)	$	7,470	$	12,365	$	2,619,208
Balance at June 30, 2022																				Balance at June 30, 2022		12,879,475		$	366,936	162,981,820		$	1,630	$	3,053,345	$	(1,044,726)	$	24,594	$	6,325	$	7,468	$	2,415,572

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

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RLJ Lodging Trust

Consolidated Statements of Changes in Equity

(Amounts in thousands, except share data)

(unaudited)


	Shareholders’ Equity												Noncontrolling Interest
	Preferred Stock			Common Stock
	Shares	Amount		Shares	Par Value		Additional Paid-in Capital		Distributions in excess of net earnings		Accumulated Other Comprehensive Loss		Operating Partnership		Consolidated Joint Ventures		Total Equity
Balance at December 31, 2020	12,879,475	$	366,936	165,002,752	$	1,650	$	3,077,142	$	(710,161)	$	(69,050)	$	7,869	$	13,002	$	2,687,388
Net loss	—	—		—	—		—		(129,433)		—		(664)		(1,242)		(131,339)
Unrealized gain on interest rate derivatives	—	—		—	—		—		—		22,095		—		—		22,095
Reclassification of unrealized losses on discontinued cash flow hedges to other income (expense), net	—	—		—	—		—		—		10,658		—		—		10,658









Contributions from consolidated joint venture partners	—	—		—	—		—		—		—		—		589		589
Issuance of restricted stock	—	—		1,759,193	17		(17)		—		—		—		—		—
Amortization of share-based compensation	—	—		—	—		8,124		—		—		—		—		8,124

Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	—	—		(133,767)	(1)		(2,074)		—		—		—		—		(2,075)

Forfeiture of restricted stock	—	—		(1,382)	—		—		—		—		—		—		—
Distributions on preferred shares	—	—		—	—		—		(12,557)		—		—		—		(12,557)
Distributions on common shares and units	—	—		—	—		—		(2,955)		—		(10)		—		(2,965)


Balance at June 30, 2021	12,879,475	$	366,936	166,626,796	$	1,666	$	3,083,175	$	(855,106)	$	(36,297)	$	7,195	$	12,349	$	2,579,918

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

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RLJ Lodging Trust

Consolidated Statements of Changes in Equity

(Amounts in thousands, except share data)

(unaudited)


	Shareholders’ Equity												Noncontrolling Interest
	Preferred Stock			Common Stock
	Shares	Amount		Shares	Par Value		Additional Paid-in Capital		Distributions in excess of net earnings		Accumulated Other Comprehensive Loss		Operating Partnership		Consolidated Joint Ventures		Total Equity
Balance at March 31, 2021	12,879,475	$	366,936	164,918,126	$	1,649	$	3,078,824	$	(795,706)	$	(52,330)	$	7,470	$	12,365	$	2,619,208
Net loss	—	—		—	—		—		(51,447)		—		(268)		(506)		(52,221)
Unrealized gain on interest rate derivatives	—	—		—	—		—		—		5,375		—		—		5,375
Reclassification of unrealized losses on discontinued cash flow hedges to other income (expense), net	—	—		—	—		—		—		10,658		—		—		10,658







Contributions from consolidated joint venture partners	—	—		—	—		—		—		—		—		490		490
Issuance of restricted stock	—	—		1,759,193	17		(17)		—		—		—		—		—
Amortization of share-based compensation	—	—		—	—		5,180		—		—		—		—		5,180

Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	—	—		(50,523)	—		(812)		—		—		—		—		(812)


Distributions on preferred shares	—	—		—	—		—		(6,279)		—		—		—		(6,279)
Distributions on common shares and units	—	—		—	—		—		(1,674)		—		(7)		—		(1,681)

Balance at June 30, 2021	12,879,475	$	366,936	166,626,796	$	1,666	$	3,083,175	$	(855,106)	$	(36,297)	$	7,195	$	12,349	$	2,579,918

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

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RLJ Lodging Trust

Consolidated Statements of Cash Flows

(Amounts in thousands)

(unaudited)


		For the three months ended March 31,					For the six months ended June 30,
		2022		2021			2022		2021
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net loss		$	(15,469)	$	(79,117)
Adjustments to reconcile net loss to cash flow provided by (used in) operating activities:
Net income (loss)						Net income (loss)	$	17,732	$	(131,339)
Adjustments to reconcile net income (loss) to cash flow provided by (used in) operating activities:						Adjustments to reconcile net income (loss) to cash flow provided by (used in) operating activities:
Gain on sale of hotel properties, net	Gain on sale of hotel properties, net	(1,417)		(1,083)		Gain on sale of hotel properties, net	(1,053)		(1,186)

Loss on extinguishment of indebtedness, net						Loss on extinguishment of indebtedness, net	—		6,207

Depreciation and amortization	Depreciation and amortization	46,865		46,943		Depreciation and amortization	93,787		93,858
Amortization of deferred financing costs	Amortization of deferred financing costs	1,684		1,321		Amortization of deferred financing costs	3,101		2,685
Other amortization	Other amortization	403		(615)		Other amortization	1,136		(1,177)
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net		(5,866)		—
Reclassification of unrealized (gains) losses on discontinued cash flow hedges to other income (expense), net						Reclassification of unrealized (gains) losses on discontinued cash flow hedges to other income (expense), net	(5,866)		10,658

Equity in (income) loss from unconsolidated joint ventures	Equity in (income) loss from unconsolidated joint ventures	(122)		298		Equity in (income) loss from unconsolidated joint ventures	(405)		238

Impairment losses	Impairment losses	—		5,946		Impairment losses	—		5,946

Amortization of share-based compensation	Amortization of share-based compensation	5,184		2,752		Amortization of share-based compensation	10,654		7,600

Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Hotel and other receivables, net	Hotel and other receivables, net	(6,946)		(5,708)		Hotel and other receivables, net	(10,018)		(12,071)
Prepaid expense and other assets	Prepaid expense and other assets	(4,254)		(4,192)		Prepaid expense and other assets	1,450		1,969
Accounts payable and other liabilities	Accounts payable and other liabilities	(320)		1,331		Accounts payable and other liabilities	7,680		2,058
Advance deposits and deferred revenue	Advance deposits and deferred revenue	1,449		(3,966)		Advance deposits and deferred revenue	(1,401)		(9,399)
Accrued interest	Accrued interest	(10,900)		7,082		Accrued interest	(493)		(66)
Net cash flow provided by (used in) operating activities	Net cash flow provided by (used in) operating activities	10,291		(29,008)		Net cash flow provided by (used in) operating activities	116,304		(24,019)
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities

Proceeds from sales of hotel properties, net	Proceeds from sales of hotel properties, net	34,125		3,990		Proceeds from sales of hotel properties, net	48,073		16,268
Improvements and additions to hotel properties	Improvements and additions to hotel properties	(24,334)		(9,901)		Improvements and additions to hotel properties	(51,406)		(25,087)

Purchase deposits						Purchase deposits	(1,500)		(1,500)

Contributions to unconsolidated joint ventures	Contributions to unconsolidated joint ventures	—		(165)		Contributions to unconsolidated joint ventures	—		(331)

Net cash flow provided by (used in) investing activities		9,791		(6,076)
Net cash flow used in investing activities						Net cash flow used in investing activities	(4,833)		(10,650)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities

Repayment of Revolver	Repayment of Revolver	(200,000)		(200,000)		Repayment of Revolver	(200,000)		(200,000)

Proceeds from issuance of $500.0 million senior notes due 2026						Proceeds from issuance of $500.0 million senior notes due 2026	—		500,000

Scheduled mortgage loan principal payments	Scheduled mortgage loan principal payments	—		(900)		Scheduled mortgage loan principal payments	—		(1,488)
Repayments of Term Loans	Repayments of Term Loans	—		(8,475)		Repayments of Term Loans	—		(356,338)

Repayments of mortgage loans						Repayments of mortgage loans	—		(120,469)
Repurchase of common shares under a share repurchase program						Repurchase of common shares under a share repurchase program	(47,446)		—
Repurchase of common shares to satisfy employee tax withholding requirements	Repurchase of common shares to satisfy employee tax withholding requirements	(1,269)		(1,263)		Repurchase of common shares to satisfy employee tax withholding requirements	(3,589)		(2,075)
Distributions on preferred shares	Distributions on preferred shares	(6,279)		(6,279)		Distributions on preferred shares	(12,557)		(12,557)
Distributions on common shares	Distributions on common shares	(1,666)		(1,650)		Distributions on common shares	(3,522)		(3,369)
Distributions on and redemption of Operating Partnership units		(3)		(3)
Distributions on Operating Partnership units						Distributions on Operating Partnership units	(10)		(10)

Payments of deferred financing costs						Payments of deferred financing costs	(10)		(7,670)

Contributions from consolidated joint venture partners	Contributions from consolidated joint venture partners	156		99		Contributions from consolidated joint venture partners	156		589
Distribution to consolidated joint venture partners	Distribution to consolidated joint venture partners	(2,589)		—		Distribution to consolidated joint venture partners	(2,600)		—
Net cash flow used in financing activities	Net cash flow used in financing activities	(211,650)		(218,471)		Net cash flow used in financing activities	(269,578)		(203,387)
Net change in cash, cash equivalents, and restricted cash reserves	Net change in cash, cash equivalents, and restricted cash reserves	(191,568)		(253,555)		Net change in cash, cash equivalents, and restricted cash reserves	(158,107)		(238,056)
Cash, cash equivalents, and restricted cash reserves, beginning of year	Cash, cash equivalents, and restricted cash reserves, beginning of year	713,869		934,790		Cash, cash equivalents, and restricted cash reserves, beginning of year	713,869		934,790
Cash, cash equivalents, and restricted cash reserves, end of period	Cash, cash equivalents, and restricted cash reserves, end of period	$	522,301	$	681,235	Cash, cash equivalents, and restricted cash reserves, end of period	$	555,762	$	696,734

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

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RLJ Lodging Trust

Notes to the Consolidated Financial Statements

(unaudited)

1. General

Organization

RLJ Lodging Trust (the "Company") was formed as a Maryland real estate investment trust ("REIT") on January 31, 2011. The Company is a self-advised and self-administered REIT that owns primarily premium-branded, high-margin, focused-service and compact full-service hotels. The Company elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2011.

Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through, RLJ Lodging Trust, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of ~~March 31,~~June 30, 2022, there were ~~167,615,417~~163,753,651 units of limited partnership interest in the Operating Partnership ("OP units") outstanding and the Company owned, through a combination of direct and indirect interests, 99.5% of the outstanding OP units.

As of ~~March 31,~~June 30, 2022, the Company owned 9796 hotel properties with approximately ~~21,400~~21,300 rooms, located in 22 states and the District of Columbia. The Company, through wholly-owned subsidiaries, owned a 100% interest in 9594 of its hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning 1 hotel property. The Company consolidates its real estate interests in the 9695 hotel properties in which it holds a controlling interest, and the Company records the real estate interest in one hotel property in which it holds an indirect 50% non-controlling interest using the equity method of accounting. The Company leases 9695 of the 9796 hotel properties to its taxable REIT subsidiaries ("TRS"), of which the Company owns a controlling financial interest.

~~COVID-19~~

The global outbreak of the novel coronavirus, or COVID-19, and the public health measures that have been undertaken in response have had, and will likely continue to have, a material impact on the Company's financial results and liquidity. Since the extent to which the COVID-19 pandemic will continue to impact the Company's operations will depend on future developments that are highly uncertain, the Company cannot estimate the impact on its business, financial condition or near- or longer-term financial or operational results with reasonable certainty.

2. Summary of Significant Accounting Policies

The Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on February 24, 2022 (the "Annual Report"), contains a discussion of the Company's significant accounting policies. Other than noted below, there have been no significant changes to the Company's significant accounting policies since December 31, 2021.

Basis of Presentation and Principles of Consolidation

The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the SEC applicable to financial information. The unaudited financial statements include all adjustments of a normal recurring nature that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive income (loss), statements of changes in equity and statements of cash flows.

The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2021, included in the Annual Report.

The consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interest in 1 hotel property in which it holds a 50% non-controlling interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.

~~Table of Contents~~

Reclassifications

Certain prior year amounts in these financial statements have been reclassified to conform to the current year presentation with no impact to net ~~loss~~income (loss) and comprehensive income (loss), shareholders’ equity or cash flows.

Table of Contents

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. ~~Given the additional and unforeseen effects from the COVID-19 pandemic, these estimates have become more challenging, and actual~~Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional expedients for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate that was discontinued at the end of 2021 because of reference rate reform. The guidance was effective upon issuance and expires on December 31, 2022. Based on the Company's assessment, there was no material impact arising from this guidance and the Company ~~did~~has not ~~elect~~yet elected to apply any of the optional expedients.

3. Investment in Hotel Properties

Investment in hotel properties consisted of the following (in thousands):


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Land and improvements	Land and improvements	$	972,633	$	975,688	Land and improvements	$	970,821	$	975,688
Buildings and improvements	Buildings and improvements	3,964,442		4,001,875		Buildings and improvements	3,959,957		4,001,875
Furniture, fixtures and equipment	Furniture, fixtures and equipment	689,967		691,057		Furniture, fixtures and equipment	704,311		691,057
		5,627,042		5,668,620			5,635,089		5,668,620
Accumulated depreciation	Accumulated depreciation	(1,471,994)		(1,449,504)		Accumulated depreciation	(1,507,799)		(1,449,504)
Investment in hotel properties, net	Investment in hotel properties, net	$	4,155,048	$	4,219,116	Investment in hotel properties, net	$	4,127,290	$	4,219,116

For the three and six months ended ~~March 31,~~June 30, 2022, the Company recognized depreciation expense related to its investment in hotel properties of approximately $46.8 million and $93.5 million, respectively. For the three and six months ended June 30, 2021 the Company recognized depreciation expense related to its investment in hotel properties of approximately ~~$46.7~~$46.8 million and ~~$46.8~~$93.6 million, respectively.

Impairments

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company ~~evaluated the recoverability of~~entered into purchase and sale agreements to sell two hotel ~~properties and~~properties. The Company recorded impairment losses of $5.9 million to adjust the hotels' carrying amounts to their estimated fair ~~values.~~values during the three months ended March 31, 2021. The fair values were determined based on the contractual sales price pursuant to an executed purchase and sale agreement (a Level 2 measurement in the fair value hierarchy). The sales of these hotel properties closed in May 2021. There was no impairment recorded during the ~~three~~six months ended ~~March 31,~~June 30, 2022.

4. Sale of Hotel Properties

In connection with the sale of hotel properties for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the Company recorded a net gain of ~~$1.4~~$1.1 million and ~~$1.1~~$1.2 million, respectively.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company sold the following hotel ~~property~~properties in 2 separate transactions for acombined sales ~~price~~prices of approximately ~~$35.5~~$49.9 million:

Hotel Property Name

Location

Sale Date

Rooms

Marriott Denver Airport @ Gateway Park

Aurora, CO

March 8, 2022

238

SpringHill Suites Denver North Westminster

Westminster, CO

April 19, 2022

164

Total

402

810

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During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company sold the following hotel ~~property~~properties in 3 separate transactions for a combined sales price of approximately ~~$4.4~~$17.7 million:

Hotel Property Name

Location

Sale Date

Rooms

Courtyard Houston Sugarland

Stafford, TX

January 21, 2021

112

Residence Inn Indianapolis Fishers

Indianapolis, IN

May 10, 2021

Residence Inn Chicago Naperville

Warrenville, IL

May 12, 2021

130

Total

320

5. Revenue

For the three months ended March 31, 2022 For the three months ended March 31, 2021
Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Room Revenue Food and Beverage Revenue Other Revenue Total Revenue
South Florida $ 37,411 $ 4,739 $ 2,222 $ 44,372 $ 20,827 $ 2,364 $ 1,756 $ 24,947
Southern California 23,591 1,661 2,158 27,410 11,905 339 1,407 13,651
Northern California 20,207 1,613 1,037 22,857 8,844 218 700 9,762
Chicago 8,960 1,622 460 11,042 6,392 683 358 7,433
Houston 8,528 569 867 9,964 5,323 98 668 6,089
Austin 8,382 671 740 9,793 3,607 223 478 4,308
Washington DC 8,326 117 590 9,033 4,135 29 284 4,448
New York City 7,662 789 473 8,924 3,238 17 129 3,384
Atlanta 7,685 385 825 8,895 3,148 68 493 3,709
New Orleans 7,856 164 697 8,717 2,350 — 383 2,733
Denver 6,552 1,727 321 8,600 2,202 398 330 2,930
Charleston 6,738 1,196 502 8,436 3,177 300 402 3,879
Orlando 6,507 595 1,045 8,147 2,847 133 825 3,805
Tampa 6,492 766 606 7,864 2,847 384 313 3,544
Louisville 4,845 1,993 879 7,717 1,781 368 355 2,504
Other 36,037 2,294 2,797 41,128 20,149 620 1,657 22,426
Total $ 205,779 $ 20,901 $ 16,219 $ 242,899 $ 102,772 $ 6,242 $ 10,538 $ 119,552
The Company recognized revenue from the following geographic markets (in thousands):


	For the three months ended June 30, 2022								For the three months ended June 30, 2021
	Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue		Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue
Northern California	$	36,589	$	2,773	$	1,698	$	41,060	$	14,563	$	428	$	1,043	$	16,034
South Florida	29,537		4,953		2,270		36,760		28,175		3,483		2,177		33,835
Southern California	31,101		2,161		2,615		35,877		22,560		1,384		2,524		26,468
New York City	16,134		2,855		701		19,690		6,622		266		273		7,161
Chicago	15,104		2,343		737		18,184		12,131		1,681		573		14,385
Washington, DC	15,171		364		661		16,196		5,944		60		476		6,480
Louisville	10,929		3,166		876		14,971		3,551		942		667		5,160
Boston	13,000		1,051		389		14,440		2,863		91		55		3,009
Austin	11,119		873		810		12,802		5,952		317		709		6,978
Atlanta	10,275		666		992		11,933		4,501		83		605		5,189
Houston	10,029		792		1,032		11,853		7,248		167		769		8,184
New Orleans	10,638		262		742		11,642		4,657		29		658		5,344
Pittsburgh	8,351		2,291		400		11,042		5,440		706		204		6,350
Denver	8,405		1,894		359		10,658		5,519		899		227		6,645
Charleston	8,452		1,435		396		10,283		8,520		1,161		541		10,222
Other	45,842		3,275		3,993		53,110		28,308		1,286		3,216		32,810
Total	$	280,676	$	31,154	$	18,671	$	330,501	$	166,554	$	12,983	$	14,717	$	194,254

911

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	For the six months ended June 30, 2022								For the six months ended June 30, 2021
	Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue		Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue
South Florida	$	66,948	$	9,692	$	4,493	$	81,133	$	49,003	$	5,848	$	3,933	$	58,784
Northern California	56,797		4,386		2,735		63,918		23,407		645		1,743		25,795
Southern California	54,692		3,822		4,772		63,286		34,465		1,722		3,931		40,118
Chicago	24,064		3,966		1,197		29,227		18,522		2,365		931		21,818
New York City	23,796		3,644		1,174		28,614		9,860		283		402		10,545
Washington DC	23,496		481		1,251		25,228		10,079		89		760		10,928
Louisville	15,773		5,159		1,755		22,687		5,332		1,310		1,022		7,664
Austin	19,501		1,544		1,550		22,595		9,559		539		1,188		11,286
Houston	18,557		1,361		1,899		21,817		12,571		265		1,437		14,273
Atlanta	17,960		1,052		1,816		20,828		7,649		151		1,098		8,898
New Orleans	18,494		425		1,439		20,358		7,007		29		1,041		8,077
Boston	17,671		1,547		621		19,839		4,654		111		105		4,870
Denver	14,957		3,621		679		19,257		7,720		1,297		557		9,574
Charleston	15,190		2,631		899		18,720		11,698		1,461		942		14,101
Pittsburgh	12,481		3,198		721		16,400		10,070		943		374		11,387
Other	86,078		5,526		7,889		99,493		47,730		2,167		5,791		55,688
Total	$	486,455	$	52,055	$	34,890	$	573,400	$	269,326	$	19,225	$	25,255	$	313,806

6. Debt

The Company's debt consisted of the following (in thousands):


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Senior Notes, net	Senior Notes, net	$	987,534	$	986,942	Senior Notes, net	$	988,125	$	986,942
Revolver	Revolver	—		200,000		Revolver	—		200,000
Term Loans, net	Term Loans, net	815,439		815,004		Term Loans, net	815,877		815,004
Mortgage loans, net	Mortgage loans, net	407,752		407,492		Mortgage loans, net	407,733		407,492
Debt, net	Debt, net	$	2,210,725	$	2,409,438	Debt, net	$	2,211,735	$	2,409,438

Senior Notes

As of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively, the Company's Senior Notes (collectively, the "Senior Notes") consisted of the following (dollars in thousands):


				Carrying Value at							Carrying Value at
		Interest Rate	Maturity Date	March 31, 2022		December 31, 2021			Interest Rate	Maturity Date	June 30, 2022		December 31, 2021
Senior Notes due 2029	Senior Notes due 2029	4.00%	September 2029	$	500,000	$	500,000	Senior Notes due 2029	4.00%	September 2029	$	500,000	$	500,000
Senior Notes due 2026	Senior Notes due 2026	3.75%	July 2026	500,000		500,000		Senior Notes due 2026	3.75%	July 2026	500,000		500,000
				1,000,000		1,000,000					1,000,000		1,000,000
Deferred financing costs, net	Deferred financing costs, net			(12,466)		(13,058)		Deferred financing costs, net			(11,875)		(13,058)
Total senior notes, net	Total senior notes, net			$	987,534	$	986,942	Total senior notes, net			$	988,125	$	986,942

The indentures governing the Senior Notes contain customary covenants that will limit the Operating Partnership’s ability and, in certain instances, the ability of its subsidiaries, to incur additional debt, create liens on assets, make distributions and pay dividends, make certain types of investments, issue guarantees of indebtedness, and make certain restricted payments. These limitations are subject to a number of exceptions and qualifications set forth in the indentures.

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A summary of the various restrictive covenants for the Senior Notes are as follows:

Covenant

Compliance

Maintenance Covenant

Unencumbered Asset to Unencumbered Debt Ratio

> 150.0%

Yes

Incurrence Covenants

Consolidated Indebtedness less than Adjusted Total Assets

< .65x

Yes

Consolidated Secured Indebtedness less than Adjusted Total Assets

< .45x

Yes

Interest Coverage Ratio

> 1.5x

Yes

As of ~~March 31,~~June 30, 2022 and December 31, 2021, the Company was in compliance with all covenants associated with the Senior Notes.

Revolver and Term Loans

The Company has the following credit agreements in place:

•$600.0 million revolving credit facility with a scheduled maturity date of May 18, 2024 and a one year extension option if certain conditions are satisfied (the "Revolver");

•$400.0 million term loan with a scheduled maturity date (excluding the available extension option) of January 25, 2023 (the "$400 Million Term Loan Maturing 2023");

•$225.0 million term loan with a scheduled maturity date (excluding the available extension option) of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"); ~~and~~

•$150.0 million term loan with a scheduled maturity date (excluding the available extension option) of June 10, 2023 (the "$150 Million Term Loan Maturing 2023"); and

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•$400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025").

The $400 Million Term Loan Maturing 2023, the $225 Million Term Loan Maturing 2023, the $150 Million Term Loan Maturing 2023, and the $400 Million Term Loan Maturing 2025 are collectively the "Term Loans."

The Company's credit agreements consisted of the following (dollars in thousands):


				Carrying Value at							Carrying Value at
		Interest Rate at March 31, 2022 (1)	Maturity Date	March 31, 2022		December 31, 2021			Interest Rate at June 30, 2022 (1)	Maturity Date	June 30, 2022		December 31, 2021
Revolver (2)	Revolver (2)	2.95%	May 2024	$	—	$	200,000	Revolver (2)	4.29%	May 2024	$	—	$	200,000
$400 Million Term Loan Maturing 2023	$400 Million Term Loan Maturing 2023	4.69%	January 2023 (4)	203,944		203,944		$400 Million Term Loan Maturing 2023	4.69%	January 2023 (4)	203,944		203,944
$225 Million Term Loan Maturing 2023	$225 Million Term Loan Maturing 2023	4.27%	January 2023 (5)	114,718		114,718		$225 Million Term Loan Maturing 2023	4.27%	January 2023 (5)	114,718		114,718
$150 Million Term Loan Maturing 2023	$150 Million Term Loan Maturing 2023	4.18%	June 2023 (6)	100,000		100,000		$150 Million Term Loan Maturing 2023	4.18%	June 2023 (6)	100,000		100,000
$400 Million Term Loan Maturing 2025	$400 Million Term Loan Maturing 2025	4.00%	May 2025	400,000		400,000		$400 Million Term Loan Maturing 2025	4.00%	May 2025	400,000		400,000
				818,662		1,018,662					818,662		1,018,662
Deferred financing costs, net (3)	Deferred financing costs, net (3)			(3,223)		(3,658)		Deferred financing costs, net (3)			(2,785)		(3,658)
Total Revolver and Term Loans, net	Total Revolver and Term Loans, net			$	815,439	$	1,015,004	Total Revolver and Term Loans, net			$	815,877	$	1,015,004

(1)Interest rate at ~~March 31,~~June 30, 2022 gives effect to interest rate hedges.

(2)At ~~March 31,~~June 30, 2022 and December 31, 2021, there was $600.0 million and $400.0 million of remaining capacity on the Revolver, respectively. The Company also has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied.

(3)Excludes ~~$2.6~~$2.3 million and $2.9 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets.

(4)This term loan includes a one-year extension option for approximately $151.7 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions.

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(5)This term loan includes a one-year extension option for approximately $73.0 million of the principal balance. The exercise of the one-year extension option will be at the Company's discretion, subject to certain conditions.

(6)The Company has the option to extend the maturity one additional year to June 2024.

The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows:

Original Covenant

Modified Covenant (3)

Compliance

Leverage ratio (1)

<= 7.00x

<= 8.50x

~~N/A (3)~~Yes

Fixed charge coverage ratio (2)

>= 1.50x

~~N/A (3)~~Yes

Secured indebtedness ratio

<= 45.0%

~~N/A (3)~~Yes

Unencumbered indebtedness ratio

<= 60.0%

<= 65.0%

~~N/A (3)~~Yes

Unencumbered debt service coverage ratio

>= 2.00x

>= 1.50x

~~N/A (3)~~Yes

Maintain minimum liquidity level

N/A

>= ~~$150.0~~$225.0 million

Yes

(1)Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements.

(2)Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid.

(3)During the year ended December 31, 2021, the Company amended its Revolver and Term Loans. The ~~Company is not currently required to comply with these covenants, see details below.~~

~~The Company's~~amendments suspended the testing of all existing financial maintenance covenants ~~under~~for all periods through and including the ~~Revolver and the Term Loan agreements are waived through the fiscal~~ quarter ending March 31, 2022 (the “Covenant Relief Period”). During the quarter ended June 30, 2022, the Company exited the Covenant Relief Period. In addition, for periods following the Covenant Relief Period, the amendments modified certain covenant thresholds, ~~have been modified. If~~including the ~~Company assesses that it is unlikely to meet~~leverage ratio, through the ~~financial covenant thresholds for periods~~fifth quarter following the Covenant Relief Period ~~then the Company will seek an extension of the Covenant~~(the "Leverage Relief ~~Period.~~Period").

In April 2022, the Company also amended the Revolver and Term Loans to allow for repurchases of the Company's shares up to $50.0 million with either cash on hand, cash from operations, or disposition proceeds.

11In August 2022, the Company exited the Leverage Relief Period under its Revolver and Term Loan agreements. The impact of these exits includes the reinstatement of financial covenants, the elimination of the minimum liquidity financial covenant, the elimination of limitations on share repurchases and the reinstatement of the original leverage-based pricing grid.

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Mortgage Loans

The Company's mortgage loans consisted of the following (dollars in thousands):


							Carrying Value at										Carrying Value at
		Number of Assets Encumbered	Interest Rate at March 31, 2022		Maturity Date		March 31, 2022		December 31, 2021			Number of Assets Encumbered	Interest Rate at June 30, 2022		Maturity Date		June 30, 2022		December 31, 2021
Mortgage loan (1)	Mortgage loan (1)	7	3.30%	(3)	April 2022	(4)	$	200,000	$	200,000	Mortgage loan (1)	7	3.30%	(3)	April 2023	(4)	$	200,000	$	200,000
Mortgage loan (1)	Mortgage loan (1)	3	2.53%	(3)	April 2024	(5)	96,000		96,000		Mortgage loan (1)	3	2.53%	(3)	April 2024	(5)	96,000		96,000
Mortgage loan (1)	Mortgage loan (1)	4	3.43%	(3)	April 2024	(5)	85,000		85,000		Mortgage loan (1)	4	3.43%	(3)	April 2024	(5)	85,000		85,000
Mortgage loan (2)	Mortgage loan (2)	1	5.06%		January 2029		27,463		27,554		Mortgage loan (2)	1	5.06%		January 2029		27,373		27,554

		15					408,463		408,554			15					408,373		408,554
Deferred financing costs, net	Deferred financing costs, net						(711)		(1,062)		Deferred financing costs, net						(640)		(1,062)
Total mortgage loans, net	Total mortgage loans, net						$	407,752	$	407,492	Total mortgage loans, net						$	407,733	$	407,492

(1)The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity.

(2)Includes ~~$2.5~~$2.4 million and $2.6 million at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively, related to a fair value adjustment on this mortgage loan.

(3)Interest rate at ~~March 31,~~June 30, 2022 gives effect to interest rate hedges.

(4)The mortgage loan provides 2a one year extension ~~options. In April 2022, the Company exercised the first option to extend the maturity to April 2023.~~option.

(5)The mortgage loan provides 2 one year extension options.

Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. During the cash trap event, the lender or servicer of the mortgage loan controls

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cash outflows until the loan is covenant compliant. In addition certain mortgage loans have other requirements including continued operation and maintenance of the hotel property. At ~~March 31,~~June 30, 2022 and December 31, 2021, 1 and 2 mortgage loans, respectively, were in cash trap events. In addition, the DSCR covenant for one mortgage loan has been waived through December 31, 2022.

At ~~March 31,~~June 30, 2022 and December 31, 2021, there was approximately ~~$15.7~~$12.3 million and $22.4 million, respectively, of restricted cash held by lenders due to cash trap events.

Interest Expense

The components of the Company's interest expense consisted of the following (in thousands):


		For the three months ended March 31,			For the three months ended June 30,						For the six months ended June 30,
			2022			2021			2022		2021		2022		2021
Senior Notes	Senior Notes		$	9,743		$	5,942	Senior Notes	$	9,688	$	6,685	$	19,431	$	12,627
Revolver and Term Loans	Revolver and Term Loans		9,968			17,178		Revolver and Term Loans	9,136		14,023		19,104		31,201
Mortgage loans	Mortgage loans		3,210			3,454		Mortgage loans	3,329		4,294		6,539		7,748
Amortization of deferred financing costs	Amortization of deferred financing costs		1,684			1,321		Amortization of deferred financing costs	1,417		1,364		3,101		2,685
Non-cash interest expense related to interest rate hedges	Non-cash interest expense related to interest rate hedges		(44)			—		Non-cash interest expense related to interest rate hedges	285		—		241		—
Total interest expense	Total interest expense		$	24,561		$	27,895	Total interest expense	$	23,855	$	26,366	$	48,416	$	54,261

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7. Derivatives and Hedging Activities

The following interest rate swaps have been designated as cash flow hedges (in thousands):


				Notional value at				Fair value at							Notional value at				Fair value at
Hedge type	Hedge type	Interest rate	Maturity	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021		Hedge type	Interest rate	Maturity	June 30, 2022		December 31, 2021		June 30, 2022		December 31, 2021

Swap-cash flow (1)	Swap-cash flow (1)	2.29%	December 2022	$	200,000	$	200,000	$	(1,566)	$	(4,077)	Swap-cash flow (1)	2.29%	December 2022	$	200,000	$	200,000	$	159	$	(4,077)
Swap-cash flow (1)	Swap-cash flow (1)	2.29%	December 2022	125,000		125,000		(977)		(2,545)		Swap-cash flow (1)	2.29%	December 2022	125,000		125,000		101		(2,545)
Swap-cash flow (2)	Swap-cash flow (2)	2.38%	December 2022	—		87,780		—		(1,879)		Swap-cash flow (2)	2.38%	December 2022	—		87,780		—		(1,879)
Swap-cash flow (2)	Swap-cash flow (2)	2.38%	December 2022	—		36,875		—		(789)		Swap-cash flow (2)	2.38%	December 2022	—		36,875		—		(789)
Swap-cash flow	Swap-cash flow	2.39%	December 2023	75,000		75,000		(314)		(2,504)		Swap-cash flow	2.39%	December 2023	75,000		75,000		718		(2,504)
Swap-cash flow	Swap-cash flow	2.51%	December 2023	75,000		75,000		(478)		(2,692)		Swap-cash flow	2.51%	December 2023	75,000		75,000		577		(2,692)
Swap-cash flow	Swap-cash flow	2.75%	November 2023	100,000		100,000		(1,112)		(3,893)		Swap-cash flow	2.75%	November 2023	100,000		100,000		343		(3,893)
Swap-cash flow (3)	Swap-cash flow (3)	1.28%	September 2022	24,662		100,000		(47)		(759)		Swap-cash flow (3)	1.28%	September 2022	24,662		100,000		26		(759)
Swap-cash flow	Swap-cash flow	1.24%	September 2025	150,000		150,000		5,703		(860)		Swap-cash flow	1.24%	September 2025	150,000		150,000		7,601		(860)
Swap-cash flow	Swap-cash flow	1.16%	April 2024	50,000		50,000		1,167		(338)		Swap-cash flow	1.16%	April 2024	50,000		50,000		1,701		(338)
Swap-cash flow	Swap-cash flow	1.20%	April 2024	50,000		50,000		1,123		(387)		Swap-cash flow	1.20%	April 2024	50,000		50,000		1,663		(387)
Swap-cash flow	Swap-cash flow	1.15%	April 2024	50,000		50,000		1,176		(327)		Swap-cash flow	1.15%	April 2024	50,000		50,000		1,710		(327)
Swap-cash flow	Swap-cash flow	1.10%	April 2024	50,000		50,000		1,230		(267)		Swap-cash flow	1.10%	April 2024	50,000		50,000		1,757		(267)
Swap-cash flow	Swap-cash flow	0.98%	April 2024	25,000		25,000		679		(61)		Swap-cash flow	0.98%	April 2024	25,000		25,000		934		(61)
Swap-cash flow	Swap-cash flow	0.95%	April 2024	25,000		25,000		695		(43)		Swap-cash flow	0.95%	April 2024	25,000		25,000		948		(43)
Swap-cash flow (4)	Swap-cash flow (4)	0.93%	April 2024	25,000		25,000		705		(31)		Swap-cash flow (4)	0.93%	April 2024	25,000		25,000		958		(31)
Swap-cash flow (4)	Swap-cash flow (4)	0.90%	April 2024	25,000		25,000		722		(13)		Swap-cash flow (4)	0.90%	April 2024	25,000		25,000		972		(13)
Swap-cash flow (4)	Swap-cash flow (4)	0.85%	December 2024	50,000		50,000		2,023		221		Swap-cash flow (4)	0.85%	December 2024	50,000		50,000		2,532		221
Swap-cash flow (4)	Swap-cash flow (4)	0.75%	December 2024	50,000		50,000		2,159		372		Swap-cash flow (4)	0.75%	December 2024	50,000		50,000		2,655		372
Swap-cash flow (4)	Swap-cash flow (4)	0.65%	January 2026	50,000		50,000		3,147		955		Swap-cash flow (4)	0.65%	January 2026	50,000		50,000		3,775		955
				$	1,199,662	$	1,399,655	$	16,035	$	(19,917)				$	1,199,662	$	1,399,655	$	29,130	$	(19,917)

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(1)In June 2021, the Company dedesignated a portion of the original notional value of these swaps as the hedged forecasted transactions were no longer probable of occurring. Therefore, the Company reclassified a total of $4.4 million of unrealized losses included in other comprehensive income (loss) to other income, net, in the consolidated statements of operations and comprehensive income (loss). The portion of the swaps that were dedesignated were subsequently redesignated and the amounts related to the initial fair values of $4.4 million that were recorded in other comprehensive income (loss) during the new hedging relationship ~~were~~will be reclassified to earnings on a straight line basis over the remaining life of these swaps.

(2)In June 2021, the Company terminated a portion of the original notional value of these swaps as the hedged forecasted transactions were no longer probable of occurring and paid approximately $6.2 million to terminate a portion of these swaps. In February 2022, the Company paid a total of approximately $1.5 million to terminate these swaps and will reclassify the unrealized losses included in other comprehensive income (loss) to earnings on a straight line basis over the remaining life of these swaps.

(3)In February 2022, the Company terminated approximately $75.3 million of the original $100.0 million notional value of this swap as the hedged forecasted transactions were no longer probable of occurring. As part of the swap termination, the Company paid approximately $0.2 million to terminate a portion of this swap. The Company will reclassify the unrealized losses included in other comprehensive income (loss) to earnings on a straight line basis over the remaining life of the swap.

(4)In February 2022, the Company dedesignated these swaps as the hedged forecasted transactions were no longer probable of occurring. Therefore, the Company reclassified a total of approximately $5.9 million of unrealized gains included in other comprehensive income (loss) to other income, net, in the consolidated statements of operations and comprehensive income (loss). These swaps were subsequently redesignated and the amounts related to the initial fair value of $5.9 million that are recorded in other comprehensive income (loss) during the new hedging relationship will be reclassified to earnings on a straight line basis over the remaining life of these swaps.

As of March 31, 2022 and December 31, 2021, the aggregate fair value of the interest rate swap liabilities of $4.5 million and $21.5 million, respectively, was included in accounts payable and other liabilities in the accompanying consolidated balance sheets. As of March 31,June 30, 2022 and December 31, 2021, the aggregate fair value of the interest rate swap assets of ~~$20.5~~$29.1 million and $1.5 million, respectively, was included in prepaid expense and other assets in the accompanying consolidated balance sheets. As of December 31, 2021, the aggregate fair value of the interest rate swap liabilities of $21.5 million was included in accounts payable and other liabilities in the accompanying consolidated balance sheet.

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As of ~~March 31,~~June 30, 2022, there was approximately ~~$11.2~~$24.6 million of unrealized gains included in accumulated other comprehensive income (loss) related to interest rate swaps. As of December 31, 2021, there was approximately $17.1 million of unrealized losses included in accumulated other comprehensive income (loss) related to interest rate swaps. There was no ineffectiveness recorded during the three or six month periods ended ~~March 31,~~June 30, 2022 or 2021. For the three and six months ended ~~March 31,~~June 30, 2022, approximately $3.1 million and $8.1 million, respectively, of the amounts included in accumulated other comprehensive income (loss) were reclassified into interest expense for the interest rate swaps. For the three and six months ended June 30, 2021, approximately ~~$4.9~~$6.6 million and ~~$7.3~~$13.9 million, respectively, of the amounts included in accumulated other comprehensive income (loss) were reclassified into interest expense for the interest rate swaps. Approximately ~~$3.3~~$12.2 million of the unrealized losses included in accumulated other comprehensive income (loss) at ~~March 31,~~June 30, 2022 is expected to be reclassified into earnings within the next 12 months.

8. Fair Value

Fair Value Measurement

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The fair value hierarchy has three levels of inputs, both observable and unobservable:

•Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities.

•Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

•Level 3 — Inputs are unobservable and corroborated by little or no market data.

Fair Value of Financial Instruments

The Company used the following market assumptions and/or estimation methods:

•Cash and cash equivalents, restricted cash reserves, hotel and other receivables, accounts payable and other liabilities — The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities.

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•Debt — The Company estimated the fair value of the Senior Notes by using publicly available trading prices, which are Level 1 inputs in the fair value hierarchy. The Company estimated the fair value of the Revolver and Term Loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms, which are Level 2 and Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the mortgage loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy.

The fair value of the Company's debt was as follows (in thousands):


		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value			Carrying Value		Fair Value		Carrying Value		Fair Value
Senior Notes, net	Senior Notes, net	$	987,534	$	939,100	$	986,942	$	999,060	Senior Notes, net	$	988,125	$	854,850	$	986,942	$	999,060
Revolver and Term Loans, net	Revolver and Term Loans, net	815,439		806,218		1,015,004		1,006,647		Revolver and Term Loans, net	815,877		799,993		1,015,004		1,006,647
Mortgage loans, net	Mortgage loans, net	407,752		403,211		407,492		401,387		Mortgage loans, net	407,733		399,671		407,492		401,387
Debt, net	Debt, net	$	2,210,725	$	2,148,529	$	2,409,438	$	2,407,094	Debt, net	$	2,211,735	$	2,054,514	$	2,409,438	$	2,407,094

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Recurring Fair Value Measurements

The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of ~~March 31,~~June 30, 2022 (in thousands):


		Fair Value at March 31, 2022									Fair Value at June 30, 2022
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Interest rate swap asset	Interest rate swap asset	$	—	$	20,529	$	—	$	20,529	Interest rate swap asset	$	—	$	29,130	$	—	$	29,130
Interest rate swap liability		—		(4,494)		—		(4,494)

Total	Total	$	—	$	16,035	$	—	$	16,035	Total	$	—	$	29,130	$	—	$	29,130

The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 (in thousands):


		Fair Value at December 31, 2021									Fair Value at December 31, 2021
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Interest rate swap asset	Interest rate swap asset	$	—	$	1,548	$	—	$	1,548	Interest rate swap asset	$	—	$	1,548	$	—	$	1,548
Interest rate swap liability	Interest rate swap liability	—		(21,465)		—		(21,465)		Interest rate swap liability	—		(21,465)		—		(21,465)
Total	Total	$	—	(19,917)		$	—	$	(19,917)	Total	$	—	$	(19,917)	$	—	$	(19,917)

The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows for each derivative. The Company determined that the significant inputs, such as interest yield curves and discount rates, used to value its derivatives fall within Level 2 of the fair value hierarchy and that the credit valuation adjustments associated with the Company’s counterparties and its own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. As of ~~March 31,~~June 30, 2022, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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9. Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. 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. The Company is still continuing to provide a full valuation allowance against the deferred tax assets.

The Company had no accruals for tax uncertainties as of ~~March 31,~~June 30, 2022 and December 31, 2021.

10. Commitments and Contingencies

Restricted Cash Reserves

The Company is obligated to maintain cash reserve funds for future capital expenditures at the hotels (including the periodic replacement or refurbishment of FF&E as determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents). The management agreements, franchise agreements and/or mortgage loan documents require the Company to reserve cash ranging typically from 3.0% to 5.0% of the individual hotel’s revenues. Any unexpended amounts will remain the property of the Company upon termination of the management agreements, franchise agreements or mortgage loan documents. As of ~~March 31,~~June 30, 2022 and December 31, 2021, approximately ~~$43.3~~$44.3 million and $48.5 million,

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respectively, was available in the restricted cash reserves for future capital expenditures, real estate taxes, insurance and debt obligations where certain lenders held restricted cash due to a cash trap event.

Litigation

Neither the Company nor any of its subsidiaries is currently involved in any regulatory or legal proceedings that management believes will have a material and adverse effect on the Company's financial position, results of operations or cash flows.

Management Agreements

As of ~~March 31,~~June 30, 2022, 9695 of the Company's consolidated hotel properties were operated pursuant to management agreements with initial terms ranging from one to 25 years. This number includes 2934 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. Each management company receives a base management fee between 1.75% and 3.5% of hotel revenues. Management agreements that include the benefits of a franchise agreement incur a base management fee between 2.0% and 7.0% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain 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.

Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income (loss). For the three and six months ended ~~March 31,~~June 30, 2022, the Company incurred management fee expense of approximately $10.7 million and $18.6 million, respectively. For the three and six months ended June 30, 2021, the Company incurred management fee expense of approximately ~~$7.9~~$6.2 million and ~~$3.2~~$9.4 million, respectively.

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Franchise Agreements

As of ~~March 31,~~June 30, 2022, 6660 of the Company’s hotel properties were operated under franchise agreements with initial terms ranging from one to 30 years. This number excludes 2934 hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. In addition, one hotel is not operated with a hotel brand so it does not have a franchise agreement. Franchise agreements allow the hotel properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee, between 3.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee between 1.5% and 3.0% of food and beverage revenues.

Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income (loss). For the three and six months ended ~~March 31,~~June 30, 2022, the Company incurred franchise fee expense of approximately $16.4 million and $30.0 million, respectively. For the three and six months ended June 30, 2021, the Company incurred franchise fee expense of approximately ~~$13.6~~$11.0 million and ~~$6.7~~$17.6 million, respectively.

Wyndham Agreements

In 2019, the Company entered into an agreement with Wyndham to terminate the net operating income guarantee and received termination payments totaling $36.0 million from Wyndham. For the three and six months ended ~~March 31,~~June 30, 2022, ~~and 2021,~~ the Company recognized approximately $1.0 million and ~~$4.6~~$2.1 million, respectively, as a reduction in management and franchise fee expense related to the amortization of the termination payments over the remaining terms of the management agreements. For the three and six months ended June 30, 2021, the Company recognized approximately $4.5 million and $9.1 million, respectively, as a reduction in management and franchise fee expense related to the amortization of the termination payments over the remaining terms of the management agreements.

11. Equity

Common Shares of Beneficial Interest

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the Company declared a cash dividend of $0.01 per common ~~share.~~share in each of the first and second quarters of 2022 and 2021.

On April 29, 2022, the Company's board of trustees approved a new share repurchase program to acquire up to an aggregate of $250.0 million of common and preferred shares from May 9, 2022 to May 8, 2023 (the "2022 Share Repurchase Program"). During the six months ended June 30, 2022, the Company repurchased and retired approximately 4.0 million common shares for approximately $47.4 million. In July 2022, the Company repurchased and retired approximately 0.2 million common shares for approximately $2.6 million. As of August 5, 2022, the 2022 Share Repurchase Program had a remaining capacity of $200.0 million.

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Series A Preferred Shares

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the Company declared a cash dividend of $0.4875 on each Series A Preferred ~~Share.~~Share in each of the first and second quarters of 2022 and 2021.

Noncontrolling Interest in Consolidated Joint Ventures

The Company consolidates the joint venture that owns The Knickerbocker, which has a third-party partner that owns a noncontrolling 5% ownership interest in the joint venture. The third-party ownership interests are included in the noncontrolling interest in consolidated joint ventures on the consolidated balance sheets.

Noncontrolling Interest in the Operating Partnership

The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP units held by the limited partners are redeemable for cash, or at the option of the Company, for a like number of common shares. As of ~~March 31,~~June 30, 2022, 771,831 outstanding OP units were held by the limited partners. The noncontrolling interest is included in the noncontrolling interest in the Operating Partnership on the consolidated balance sheets.

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12. Equity Incentive Plan

The Company may issue share-based awards to officers, employees, non-employee trustees and other eligible persons under the RLJ Lodging Trust 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan provides for a maximum of 6,828,527 common shares to be issued in the form of share options, share appreciation rights, restricted share awards, unrestricted share awards, share units, dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards.

Share Awards

From time to time, the Company may award unvested restricted shares as compensation to officers, employees and non-employee trustees. The issued shares vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based unvested restricted shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures.

Non-employee trustees may also elect to receive unrestricted shares as compensation that would otherwise be paid in cash for their services. The shares issued to non-employee trustees in lieu of cash compensation are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date.

A summary of the unvested restricted shares as of ~~March 31,~~June 30, 2022 is as follows:


		2022				2022
		Number of Shares	Weighted-Average Grant Date Fair Value			Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2022	Unvested at January 1, 2022	2,380,283	$	15.43	Unvested at January 1, 2022	2,380,283	$	15.43
Granted	Granted	432,779	15.22		Granted	569,600	15.10
Vested	Vested	(234,897)	15.63		Vested	(619,285)	15.69
Forfeited	Forfeited	(4,629)	13.34		Forfeited	(6,065)	13.56
Unvested at March 31, 2022		2,573,536	$	15.38
Unvested at June 30, 2022					Unvested at June 30, 2022	2,324,533	$	15.28

For the three and six months ended ~~March 31,~~June 30, 2022, the Company recognized approximately $3.6 million and $7.1 million, respectively, of share-based compensation expense related to restricted share awards. For the three and six months ended June 30, 2021, the Company recognized approximately ~~$3.5~~$3.0 million and ~~$1.9~~$4.9 million, respectively, of share-based compensation expense related to restricted share awards. As of ~~March 31,~~June 30, 2022, there was ~~$29.8~~$27.8 million of total unrecognized compensation costs related to unvested restricted share awards and these costs are expected to be recognized over a weighted-average period of ~~2.2~~2.0 years. The total fair value of the shares vested (calculated as the number of shares multiplied by the vesting date share price) during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was approximately ~~$3.4~~$8.7 million and ~~$3.7~~$6.3 million, respectively.

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Performance Units

From time to time, the Company may award performance units as compensation to officers and employees. The performance units granted prior to 2021 vest over a four year period, including three years of performance-based vesting (the “performance units measurement period”) plus an additional one year of time-based vesting. These performance units may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return (40% of award) and a relative total shareholder return (60% of award) over the measurement period at specified percentiles of the peer group, as defined by the awards. If at the end of the performance units measurement period the target criterion is met, then 50% of the performance units that are earned will vest at the end of the measurement period. The remaining 50% convert to restricted shares that will vest on the one year anniversary of the end of the measurement period. For any restricted shares issued upon conversion, the award recipient will be entitled to receive payment of an amount equal to all dividends that would have been paid if such restricted shares had been issued at the beginning of the performance units measurement period. The fair value of the performance units is determined using a Monte Carlo simulation, and an expected term equal to the requisite service period for the awards of four years. The Company estimates the compensation expense for the performance units on a straight-line basis using a calculation that recognizes 50% of the grant date fair value over three years and 50% of the grant date fair value over four years.

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The performance units granted in 2021 and 2022 vest at the end of a three year period. These performance units may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return (25% of award) and a relative shareholder return (75% of award) over the measurement period at specified percentiles of the peer group, as defined by the awards. At the end of the performance units measurement period the target criterion is met, 100% of the performance units that are earned will vest immediately. The award recipients will not be entitled to receive any dividends prior to the date of conversion. For any restricted shares issued upon conversion, the award recipient will be entitled to receive payment of an amount equal to all dividends that would have been paid if such restricted shares had been issued at the beginning of the performance units measurement period. For performance units granted in 2021 and 2022, the Company estimates the compensation expense for the performance units on a straight-line basis using a calculation that recognizes 100% of the grant date fair value over three years.

A summary of the performance unit awards is as follows:


Date of Award	Number of Units Granted	Grant Date Fair Value	Conversion Range	Risk Free Interest Rate	Volatility
February 2019 (1)	260,000	$19.16	0% to 200%	2.52%	27.19%
February 2020	489,000	$11.59	0% to 200%	1.08%	23.46%
February 2021	431,151	$20.90	0% to 200%	0.23%	69.47%
February 2022	407,024	$21.96	0% to 200%	1.7%	70.15%

(1) In February 2022, following the end of the measurement period, the Company met certain threshold criterion and the performance units ~~will convert~~converted into approximately 133,000 restricted shares. Half of the restricted shares vested immediately with the remaining half vesting in February 2023. As of June 30, 2022, there were approximately 67,000 unvested restricted shares related to the conversion of the performance units. The total fair value of the vested shares related to the conversion of the performance units (calculated as the number of vested shares multiplied by the vesting date share price) during the six months ended June 30, 2022 was approximately $0.8 million.

For the three and six months ended ~~March 31,~~June 30, 2022, the Company recognized approximately $1.9 million and $3.5 million, respectively, of share-based compensation expense related to the performance unit awards. For the three and six months ended June 30, 2021, the Company recognized approximately ~~$1.7~~$1.8 million and ~~$0.9~~$2.7 million, respectively, of share-based compensation expense related to the performance unit awards. As of ~~March 31,~~June 30, 2022, there was ~~$16.5~~$14.5 million of total unrecognized compensation costs related to the performance unit awards and these costs are expected to be recognized over a weighted-average period of ~~2.3~~2.1 years.

As of ~~March 31,~~June 30, 2022, there were ~~3,493,984~~3,531,171 common shares available for future grant under the 2021 Plan, which includes potential common shares that may convert from performance units if certain target criterion is met.

13. Earnings per Common Share

Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period. The potential shares consist of the unvested restricted share grants and unvested performance units, calculated using the treasury stock method. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation.

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Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating shares and are considered in the computation of earnings per share pursuant to the two-class method. If there were any undistributed earnings allocable to the participating shares, they would be deducted from net income attributable to common shareholders used in the basic and diluted earnings per share calculations.

The limited partners’ outstanding OP units (which may be redeemed for common shares under certain circumstances) have been excluded from the diluted earnings per share calculation as there was no effect on the amounts for the three and six months ended ~~March 31,~~June 30, 2022 and 2021, since the limited partners’ share of income would also be added back to net income attributable to common shareholders.

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The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share data):


		For the three months ended March 31,			For the three months ended June 30,						For the six months ended June 30,
			2022			2021			2022		2021		2022		2021
Numerator:	Numerator:							Numerator:
Net loss attributable to RLJ			$	(15,247)		$	(77,985)
Net income (loss) attributable to RLJ								Net income (loss) attributable to RLJ	$	32,966	$	(51,447)	$	17,718	$	(129,433)
Less: Preferred dividends	Less: Preferred dividends		(6,279)			(6,279)		Less: Preferred dividends	(6,279)		(6,279)		(12,557)		(12,557)
Less: Dividends paid on unvested restricted shares	Less: Dividends paid on unvested restricted shares		(26)			(10)		Less: Dividends paid on unvested restricted shares	(24)		(26)		(50)		(36)
Less: Undistributed earnings attributable to unvested restricted shares	Less: Undistributed earnings attributable to unvested restricted shares		—			—		Less: Undistributed earnings attributable to unvested restricted shares	(368)		—		(27)		—
Net loss attributable to common shareholders excluding amounts attributable to unvested restricted shares			$	(21,552)		$	(84,274)
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares								Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	26,295	$	(57,752)	$	5,084	$	(142,026)

Denominator:	Denominator:							Denominator:
Weighted-average number of common shares - basic								Weighted-average number of common shares - basic	163,539,446		163,996,003		163,857,785		163,911,475
Unvested restricted shares								Unvested restricted shares	245,127		—		359,365		—

Weighted-average number of common shares - diluted								Weighted-average number of common shares - diluted	163,784,573		163,996,003		164,217,150		163,911,475

Net income (loss) per share attributable to common shareholders - basic								Net income (loss) per share attributable to common shareholders - basic	$	0.16	$	(0.35)	$	0.03	$	(0.87)

Weighted-average number of common shares - basic and diluted			164,179,661			163,826,009

Net loss per share attributable to common shareholders - basic and diluted			$	(0.13)		$	(0.51)
Net income (loss) per share attributable to common shareholders - diluted								Net income (loss) per share attributable to common shareholders - diluted	$	0.16	$	(0.35)	$	0.03	$	(0.87)

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


		For the three months ended March 31,					For the six months ended June 30,
		2022		2021			2022		2021
Reconciliation of cash, cash equivalents, and restricted cash reserves	Reconciliation of cash, cash equivalents, and restricted cash reserves					Reconciliation of cash, cash equivalents, and restricted cash reserves
Cash and cash equivalents	Cash and cash equivalents	$	479,047	$	647,844	Cash and cash equivalents	$	511,481	$	657,892
Restricted cash reserves	Restricted cash reserves	43,254		33,391		Restricted cash reserves	44,281		38,842
Cash, cash equivalents, and restricted cash reserves	Cash, cash equivalents, and restricted cash reserves	$	522,301	$	681,235	Cash, cash equivalents, and restricted cash reserves	$	555,762	$	696,734

Interest paid	Interest paid	$	33,911	$	20,886	Interest paid	$	45,747	$	54,603

Income taxes paid	Income taxes paid	$	6	$	134	Income taxes paid	$	677	$	154

Operating cash flow lease payments for operating leases	Operating cash flow lease payments for operating leases	$	3,629	$	2,880	Operating cash flow lease payments for operating leases	$	7,667	$	5,718

Supplemental investing and financing transactions	Supplemental investing and financing transactions					Supplemental investing and financing transactions

In connection with the sale of hotel properties, the Company recorded the following:	In connection with the sale of hotel properties, the Company recorded the following:					In connection with the sale of hotel properties, the Company recorded the following:
Sales price	Sales price	$	35,450	$	4,410	Sales price	$	49,900	$	17,677
Transaction costs	Transaction costs	(599)		(300)		Transaction costs	(836)		(980)
Operating prorations	Operating prorations	(726)		(120)		Operating prorations	(991)		(429)
Proceeds from the sale of hotel properties, net	Proceeds from the sale of hotel properties, net	$	34,125	$	3,990	Proceeds from the sale of hotel properties, net	$	48,073	$	16,268

Supplemental non-cash transactions	Supplemental non-cash transactions					Supplemental non-cash transactions
Accrued capital expenditures	Accrued capital expenditures	$	1,454	$	9,485	Accrued capital expenditures	$	7,405	$	6,065

15. Subsequent Events

In ~~April~~July 2022, the Company ~~sold~~acquired the ~~164-room SpringHill Suites Denver North Westminster.~~124-room 21c Museum Hotel in Nashville, Tennessee for $59.0 million.

In ~~April~~July 2022, the ~~Company exercised~~Company's board of trustees declared a quarterly cash dividend of $0.05 per common share payable on October 17, 2022 to shareholders of record as of September, 30, 2022. In addition, the ~~first extension option~~Company's board of trustees declared a cash dividend of $0.4875 on ~~a mortgage loan~~each Series A Preferred Share payable on October 31, 2022 to ~~extend the maturity to April 2023.~~shareholders of record as of September 30, 2022.

In ~~April~~August 2022, the ~~2022 Share Repurchase Program was approved and~~Company exited the Leverage Relief Period under its Revolver and Term ~~Loans were amended to allow for repurchases of the Company's shares.~~Loan agreements.

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 our consolidated financial statements and related notes included elsewhere in this report, as well as the information contained in our Annual Report, which is accessible on the SEC’s website at www.sec.gov.

Statement Regarding Forward-Looking Information

The following information contains certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the use of the words "believe," "project," "expect," "anticipate," "estimate," "plan," "may," "will," "will continue," "intend," "should," or similar expressions. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements.

Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the continued adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on our financial condition, results of operations, cash flows and performance, the real estate market and the global economy and

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financial markets. The extent to which the COVID-19 pandemic impacts us will depend on future developments, which are highly uncertain and cannot be predicted with certainty, including the duration of the pandemic and its impact on the demand for travel and on levels of consumer confidence, the actions governments, businesses and individuals take in response to the pandemic, including limiting or banning travel, the impact of the COVID-19 pandemic and actions taken in response to the pandemic on global and regional economies, travel and economic activity, the speed and effectiveness of vaccine and treatment developments and their deployment, including public adoption rates of COVID-19 vaccines and booster shots, and their effectiveness against emerging variants of COVID-19, and the pace of recovery when the COVID-19 pandemic subsides, among others. Moreover, investors are cautioned to interpret many of the risks identified under the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2021 as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic.

Additional factors that might cause such a difference include the following: increased direct competition, changes in government regulations or accounting rules, changes in local, national and global real estate conditions, declines in the lodging industry, seasonality of the lodging industry, risks related to natural disasters, such as earthquakes and hurricanes, hostilities, including international military conflicts, future terrorist attacks or fear of hostilities that affect travel, public health and/or economic activity and epidemics and/or pandemics, including COVID-19, third-party operator risk, change in operational costs, ramp up of the future economic recovery and re-opening of hotels, our ability to obtain lines of credit or permanent financing on satisfactory terms, changes in interest rates, inflation, duration and access to capital through offerings of our common and preferred shares of beneficial interest, or debt, our ability to identify suitable acquisitions, our ability to close on identified acquisitions and integrate those businesses and inaccuracies of our accounting estimates. Given these uncertainties, undue reliance should not be placed on such statements.

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. We caution investors not to place undue reliance on these forward-looking statements and urge investors to carefully review the disclosures we make concerning risks and uncertainties in the sections entitled "Forward-Looking Statements," "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, as well as the risks, uncertainties and other factors discussed in this Quarterly Report on Form 10-Q and identified in other documents filed by us with the SEC.

Overview

We are a self-advised and self-administered Maryland REIT that owns primarily premium-branded, high-margin, focused-service and compact full-service hotels. We own a geographically diversified portfolio of hotels located in high-growth urban markets that exhibit multiple demand generators and attractive long-term growth prospects. We believe that our investment strategy allows us to generate high levels of Revenue per Available Room ("RevPAR"), strong operating margins and attractive returns.

Our strategy is to own primarily premium-branded, focused-service and compact full-service hotels. Focused-service and compact full-service hotels typically generate most of their revenue from room rentals, have limited food and beverage outlets and meeting space, and require fewer employees than traditional full-service hotels. We believe these types of hotels have the potential to generate attractive returns relative to other types of hotels due to their ability to achieve RevPAR levels at or close to those achieved by traditional full-service hotels while achieving higher profit margins due to their more efficient operating model and less volatile cash flows.

As of ~~March 31,~~June 30, 2022, we owned 9796 hotel properties with approximately ~~21,400~~21,300 rooms, located in 22 states and the District of Columbia. We owned, through wholly-owned subsidiaries, a 100% interest in 9594 of our hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. We consolidate our real estate interests in the 9695 hotel properties in which we hold a controlling interest, and we record the real estate interests in the one hotel property in which we hold a 50% non-controlling interest using the equity method of accounting. We lease 9695 of the 9796 hotel properties to our TRS, of which we own a controlling financial interest.

For U.S. federal income tax purposes, we elected to be taxed as a REIT commencing with our taxable year ended December 31, 2011. Substantially all of our assets and liabilities are held by, and all of our operations are conducted through our Operating Partnership. We are the sole general partner of the Operating Partnership. As of ~~March 31,~~June 30, 2022, we owned, through a combination of direct and indirect interests, 99.5% of the units of limited partnership interest in the OP units.

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~~COVID-19~~

The global outbreak of COVID-19 and the public health measures that have been undertaken in response have had, and will likely continue to have, an impact on the global economy and all aspects of our business. The effects of the COVID-19 pandemic could have lasting changes in consumer behavior that could create headwinds for our hotel properties. Since we cannot estimate when the COVID-19 pandemic and the responsive measures to combat it will end, we cannot estimate the ultimate operational and financial impact of the COVID-19 pandemic on our business.

The effects of the COVID-19 pandemic have significantly impacted our operations, and combined with macroeconomic trends such as reduced business spending, including on travel, and increased unemployment, lead us to believe that the ongoing effects of the COVID-19 pandemic on our operations will continue to have a material impact on our financial results and liquidity.

2022 Significant Activities

Our significant activities reflect our commitment to creating long-term shareholder value through enhancing our hotel portfolio's quality, recycling capital and maintaining a prudent capital structure. The following significant activities have taken place in 2022:

•Paid off the $200.0 million outstanding balance on our Revolver using cash on hand.

•Sold two hotel properties for a combined sales price of approximately ~~$50.0~~$49.9 million.

•Exercised a one-year extension option on a mortgage loan extending the maturity to April 2023.

•~~Approved~~Purchased and retired approximately 4.2 million shares for $50.0 million under a new share repurchase ~~program~~program.

•Acquired the 124-room 21c Museum Hotel in Nashville, Tennessee for $59.0 million.

•Exited both the Covenant Relief Period and ~~completed a credit facility amendment to allow for repurchases of~~Leverage Relief Period under our ~~shares.~~Revolver and Term Loan agreements.

Our Customers

The majority of our hotels consist of premium-branded, focused-service and compact full-service hotels. As a result of this property profile, the majority of our customers are transient in nature. Transient business typically represents individual business or leisure travelers. The majority of our hotels are located in business districts within major metropolitan areas. Accordingly, business travelers represent the majority of the transient demand at our hotels. As a result, macroeconomic factors impacting business travel have a greater effect on our business than factors impacting leisure travel.

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Group business is typically defined as a minimum of 10 guestrooms booked together as part of the same piece of business. Group business may or may not use the meeting space at any given hotel. Given the limited meeting space at the majority of our hotels, group business that utilizes meeting space represents a small component of our customer base.

A number of our hotel properties are affiliated with brands marketed toward extended-stay customers. Extended-stay customers are generally defined as those staying five nights or longer.

Our Revenues and Expenses

Our revenues are primarily derived from the operation of hotels, including the sale of rooms, food and beverage revenue and other revenue, which consists of parking fees, resort fees, gift shop sales and other guest service fees.

Our operating costs and expenses consist of the costs to provide hotel services, including room expense, food and beverage expense, management and franchise fees and other operating expenses. Room expense includes housekeeping and front office wages and payroll taxes, reservation systems, room supplies, laundry services and other costs. Food and beverage expense primarily includes the cost of food, the cost of beverages and the associated labor costs. Other operating expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with administrative departments, sales and marketing, repairs and maintenance and utility costs. Our hotels that are subject to franchise agreements are charged a royalty fee, plus additional fees for marketing, central reservation systems and other franchisor costs, in order for the hotel properties to operate under the respective brands. Franchise fees are based on a percentage of room revenue and for certain hotels additional franchise fees are charged for food and beverage revenue. Our hotels are managed by independent, third-party management companies under long-term agreements pursuant to which the management companies typically earn base and incentive management fees based on the levels of revenues and profitability of

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each individual hotel property. We generally receive a cash distribution from the management companies on a monthly basis, which reflects hotel-level sales less hotel-level operating expenses.

Key Indicators of Financial Performance

We use a variety of operating, financial and other information to evaluate the operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP as well as other financial measures that are non-GAAP measures. In addition, we use other information that may not be financial in nature, including industry standard statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotels in our portfolio and potential acquisition opportunities to determine each hotel's contribution to cash flow and its potential to provide attractive long-term total returns. The key indicators include:

•Average Daily Rate ("ADR")

•Occupancy

•RevPAR

ADR, Occupancy and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel property level and across our entire business. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only room revenue.

We also use non-GAAP measures such as FFO, Adjusted FFO, EBITDA, EBITDAre and Adjusted EBITDA to evaluate the operating performance of our business. For a more in depth discussion of the non-GAAP measures, please refer to the "Non-GAAP Financial Measures" section.

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Critical Accounting Policies and Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. It is possible that the actual amounts may differ significantly from these estimates and assumptions. We evaluate our estimates, assumptions and judgments on an ongoing basis, based on information that is available to us, our business and industry experience, and various other matters that we believe are reasonable and appropriate for consideration under the circumstances. Our Annual Report contains a discussion of our critical accounting policies and estimates. There have been no significant changes to our critical accounting policies and estimates since December 31, 2021.

Results of Operations

At ~~March 31,~~June 30, 2022 and 2021, we owned 9796 and ~~102~~100 hotel properties, respectively. Based on when a hotel property is acquired, sold or closed for renovation, the operating results for certain hotel properties are not comparable for the three and six months ended ~~March 31,~~June 30, 2022 and 2021. The non-comparable properties include ~~eight~~ten hotel properties that were sold or otherwise disposed in 2022 and 2021 and three acquisitions that were completed in ~~2021 and one disposition that was completed in 2022.~~

~~COVID-19~~2021.

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


	For the three months ended June 30,
	2022		2021		$ Change
	(amounts in thousands)
Revenues
Operating revenues
Room revenue	$	280,676	$	166,554	$	114,122
Food and beverage revenue	31,154		12,983		18,171
Other revenue	18,671		14,717		3,954
Total revenues	330,501		194,254		136,247
Expenses
Operating expenses
Room expense	65,793		42,898		22,895
Food and beverage expense	21,770		8,709		13,061
Management and franchise fee expense	26,067		12,630		13,437
Other operating expense	76,888		56,883		20,005
Total property operating expenses	190,518		121,120		69,398
Depreciation and amortization	46,922		46,915		7

Property tax, insurance and other	22,949		24,048		(1,099)
General and administrative	13,348		12,133		1,215
Transaction costs	136		195		(59)
Total operating expenses	273,873		204,411		69,462

Other income (expense), net	721		(9,720)		10,441
Interest income	347		220		127
Interest expense	(23,855)		(26,366)		2,511
(Loss) gain on sale of hotel properties, net	(364)		103		(467)
Loss on extinguishment of indebtedness, net	—		(6,207)		6,207

Income (loss) before equity in income from unconsolidated joint ventures	33,477		(52,127)		85,604
Equity in income from unconsolidated joint ventures	283		60		223
Income (loss) before income tax expense	33,760		(52,067)		85,827
Income tax expense	(558)		(154)		(404)
Net income (loss)	33,202		(52,221)		85,423
Net (income) loss attributable to noncontrolling interests:
Noncontrolling interest in the Operating Partnership	(125)		268		(393)
Noncontrolling interest in consolidated joint ventures	(111)		506		(617)

Net income (loss) attributable to RLJ	32,966		(51,447)		84,413
Preferred dividends	(6,279)		(6,279)		—
Net income (loss) attributable to common shareholders	$	26,687	$	(57,726)	$	84,413

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Revenues

Total revenues increased $136.2 million to $330.5 million for the three months ended June 30, 2022 from $194.3 million for the three months ended June 30, 2021. The increase was the result of a $114.1 million increase in room revenue, a $18.2 million increase in food and beverage revenue, and a $4.0 million increase in other revenue.

Room Revenue

Room revenue increased $114.1 million to $280.7 million for the three months ended June 30, 2022 from $166.6 million for the three months ended June 30, 2021. The increase was the result of a $111.8 million increase in room revenue attributable to the comparable properties and a $2.4 million increase in room revenue attributable to the non-comparable properties. The increase in room revenue from the comparable properties was attributable to an increase in RevPAR resulting from an increase in demand as compared to the prior period. Though RevPAR increased over the comparable period in 2021, it remained below the comparable period in 2019.

The following are the quarter-to-date key hotel operating statistics for the comparable properties:


	For the three months ended June 30,
	2022			2021			2019
Occupancy	74.7		%	59.8		%	83.0		%
ADR	$	195.64		$	143.39		$	189.69
RevPAR	$	146.05		$	85.78		$	157.45

Food and Beverage Revenue

Food and beverage revenue increased $18.2 million to $31.2 million for the three months ended June 30, 2022 from $13.0 million for the three months ended June 30, 2021 due to an increase in demand as compared to the prior period. The increase in food and beverage revenue was due to an increase in group business and the reopening of certain food and beverage outlets.

Other Revenue

Other revenue increased $4.0 million to $18.7 million for the three months ended June 30, 2022 from $14.7 million for the three months ended June 30, 2021. The increase in other revenue was due to an increase in parking fees, resort fees, cancellation fees, and gift shop sales that corresponded to the increase in demand over the prior period.

Property Operating Expenses

Property operating expenses increased $69.4 million to $190.5 million for the three months ended June 30, 2022 from $121.1 million for the three months ended June 30, 2021. The increase was due to a $70.6 million increase in property operating expenses attributable to the comparable properties, which was partially offset by a $1.2 million decrease in property operating expenses attributable to the non-comparable properties.

The components of our property operating expenses for the comparable properties were as follows (in thousands):


	For the three months ended June 30,
	2022		2021		$ Change
Room expense	$	64,297	$	41,156	$	23,141
Food and beverage expense	21,425		8,570		12,855
Management and franchise fee expense	25,023		11,914		13,109
Other operating expenses	74,990		53,527		21,463
Total property operating expenses	$	185,735	$	115,167	$	70,568

The increase in property operating expenses attributable to the comparable properties corresponded to an increase in demand over the prior period. Management and franchise fee expense for the three months ended June 30, 2022 and 2021 included a reduction to management and franchise fee expense of $1.0 million and $4.5 million, respectively, related to the recognition of the Wyndham termination payment. The decrease in the recognition of the Wyndham termination payment was

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due to certain Wyndham agreements expiring in 2021 coupled with the remaining agreements being extended and recognized over a longer period.

Property Tax, Insurance and Other

Property tax, insurance and other expense decreased $1.1 million to $22.9 million for the three months ended June 30, 2022 from $24.0 million for the three months ended June 30, 2021. The decrease was attributable to a $1.9 million decrease in property tax, insurance and other expense attributable to the non-comparable properties, which was partially offset by a $0.8 million increase in property tax, insurance and other expense attributable to the comparable properties. The increase in property tax, insurance and other expense attributable to the comparable properties was primarily attributable to an increase in insurance expense premiums and ground lease rent due to percentage rent obligations and increases based on the consumer price index. These increases were partially offset by decreases in real estate tax assessments and the beneficial impact of successful real estate tax appeals in the current period.

General and Administrative

General and administrative expense increased $1.2 million to $13.3 million for the three months ended June 30, 2022 from $12.1 million for the three months ended June 30, 2021. The increase was primarily attributable to an increase in non-cash compensation expense and an increase in payroll tax expense due to payroll tax credits in the prior year that did not recur in the current year.

Other Income (Expense), net

Other income (expense), net increased $10.4 million to income of $0.7 million for the three months ended June 30, 2022 from expense of $9.7 million for the three months ended June 30, 2021. The increase was primarily attributable to the reclassification of unrealized losses from accumulated other comprehensive income (loss) due to the discontinuation of certain cash flow hedges during the three months ended June 30, 2021.

Interest Expense

Interest expense decreased $2.5 million to $23.9 million for the three months ended June 30, 2022 from $26.4 million for the three months ended June 30, 2021. Interest expense decreased due to lower average debt balances and lower effective interest rates after taking into account the impact of interest rate swaps in each of the periods. The components of our interest expense for the three months ended June 30, 2022 and 2021 were as follows (in thousands):


	For the three months ended June 30,
	2022		2021		$ Change
Senior Notes	$	9,688	$	6,685	$	3,003
Revolver and Term Loans	9,136		14,023		(4,887)
Mortgage loans	3,329		4,294		(965)
Amortization of deferred financing costs	1,417		1,364		53
Undesignated interest rate swaps	285		—		285
Total interest expense	$	23,855	$	26,366	$	(2,511)

Loss (Gain) on Sale of Hotel Properties, net

During the three months ended ~~March 31,~~June 30, 2022, we ~~benefited from significant growth in demand as~~sold one hotel property for a sales price of approximately $14.5 million and recorded a net loss on the ~~easing~~sale of government restrictions improved mobility and overall confidence in travel. These trends, combined with our continuing stringent cost containment initiatives, led to a significant improvement in our results of operations forapproximately $0.3 million. During the three months ended ~~March 31, 2022 over the same period in the prior year.~~June 30, 2021, we sold two hotel properties for a sales price of approximately $13.3 million and recorded a net gain on sale of approximately $0.1 million.

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Comparison of the ~~three~~six months ended ~~March 31,~~June 30, 2022 to the ~~three~~six months ended ~~March 31,~~June 30, 2021


		For the three months ended March 31,							For the six months ended June 30,
		2022		2021		$ Change			2022		2021		$ Change
		(amounts in thousands)							(amounts in thousands)
Revenues	Revenues							Revenues
Operating revenues	Operating revenues							Operating revenues
Room revenue	Room revenue	$	205,779	$	102,772	$	103,007	Room revenue	$	486,455	$	269,326	$	217,129
Food and beverage revenue	Food and beverage revenue	20,901		6,242		14,659		Food and beverage revenue	52,055		19,225		32,830
Other revenue	Other revenue	16,219		10,538		5,681		Other revenue	34,890		25,255		9,635
Total revenues	Total revenues	242,899		119,552		123,347		Total revenues	573,400		313,806		259,594
Expenses	Expenses							Expenses
Operating expenses	Operating expenses							Operating expenses
Room expense	Room expense	53,828		29,427		24,401		Room expense	119,621		72,325		47,296
Food and beverage expense	Food and beverage expense	16,169		4,556		11,613		Food and beverage expense	37,939		13,265		24,674
Management and franchise fee expense	Management and franchise fee expense	20,388		5,361		15,027		Management and franchise fee expense	46,456		17,991		28,465
Other operating expense	Other operating expense	68,654		49,120		19,534		Other operating expense	145,542		106,003		39,539
Total property operating expenses	Total property operating expenses	159,039		88,464		70,575		Total property operating expenses	349,558		209,584		139,974
Depreciation and amortization	Depreciation and amortization	46,865		46,943		(78)		Depreciation and amortization	93,787		93,858		(71)
Impairment losses	Impairment losses	—		5,946		(5,946)		Impairment losses	—		5,946		(5,946)
Property tax, insurance and other	Property tax, insurance and other	22,513		20,081		2,432		Property tax, insurance and other	45,462		44,129		1,333
General and administrative	General and administrative	14,134		10,800		3,334		General and administrative	27,482		22,934		4,548
Transaction costs	Transaction costs	62		60		2		Transaction costs	198		255		(57)
Total operating expenses	Total operating expenses	242,613		172,294		70,319		Total operating expenses	516,487		376,706		139,781
Other income, net		7,285		465		6,820
Other income (expense), net								Other income (expense), net	8,006		(9,255)		17,261
Interest income	Interest income	172		384		(212)		Interest income	519		604		(85)
Interest expense	Interest expense	(24,561)		(27,895)		3,334		Interest expense	(48,416)		(54,261)		5,845
Gain on sale of hotel properties, net	Gain on sale of hotel properties, net	1,417		1,083		334		Gain on sale of hotel properties, net	1,053		1,186		(133)

Loss before equity in income (loss) from unconsolidated joint ventures		(15,401)		(78,705)		63,304
Loss on extinguishment of indebtedness, net								Loss on extinguishment of indebtedness, net	—		(6,207)		6,207
Income (loss) before equity in income (loss) from unconsolidated joint ventures								Income (loss) before equity in income (loss) from unconsolidated joint ventures	18,075		(130,833)		148,908
Equity in income (loss) from unconsolidated joint ventures	Equity in income (loss) from unconsolidated joint ventures	122		(298)		420		Equity in income (loss) from unconsolidated joint ventures	405		(238)		643
Loss before income tax expense		(15,279)		(79,003)		63,724
Income (loss) before income tax expense								Income (loss) before income tax expense	18,480		(131,071)		149,551
Income tax expense	Income tax expense	(190)		(114)		(76)		Income tax expense	(748)		(268)		(480)
Net loss		(15,469)		(79,117)		63,648
Net loss attributable to noncontrolling interests:
Net income (loss)								Net income (loss)	17,732		(131,339)		149,071
Net (income) loss attributable to noncontrolling interests:								Net (income) loss attributable to noncontrolling interests:
Noncontrolling interest in the Operating Partnership	Noncontrolling interest in the Operating Partnership	104		396		(292)		Noncontrolling interest in the Operating Partnership	(21)		664		(685)
Noncontrolling interest in consolidated joint ventures	Noncontrolling interest in consolidated joint ventures	118		736		(618)		Noncontrolling interest in consolidated joint ventures	7		1,242		(1,235)

Net loss attributable to RLJ		(15,247)		(77,985)		62,738
Net income (loss) attributable to RLJ								Net income (loss) attributable to RLJ	17,718		(129,433)		147,151
Preferred dividends	Preferred dividends	(6,279)		(6,279)		—		Preferred dividends	(12,557)		(12,557)		—
Net loss attributable to common shareholders		$	(21,526)	$	(84,264)	$	62,738
Net income (loss) attributable to common shareholders								Net income (loss) attributable to common shareholders	$	5,161	$	(141,990)	$	147,151

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Revenues

Total revenues increased ~~$123.3~~$259.6 million to ~~$242.9~~$573.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$119.6~~$313.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The increase was the result of a ~~$103.0~~$217.1 million increase in room revenue, a ~~$14.7~~$32.8 million increase in food and beverage revenue, and a ~~$5.7~~$9.6 million increase in other revenue.

Room Revenue

Room revenue increased ~~$103.0~~$217.1 million to ~~$205.8~~$486.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$102.8~~$269.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The increase was the result of a ~~$101.5~~$212.6 million increase in room revenue attributable to the comparable properties, and a ~~$1.5~~$4.5 million increase in room revenue attributable to the non-comparable properties. The increase in room revenue from the comparable properties was attributable to an increase in RevPAR, including a significant increase in ADR, resulting from an increase in demand over the prior period. The increase was also attributable to the impact of hotels that were closed for all or a portion of the prior period being open for the entirety of the current period. Though RevPAR increased over the comparable period in 2021, it remained below the comparable period in 2019.

The following are the year-to-date key hotel operating statistics for the comparable properties:


		For the three months ended March 31,										For the six months ended June 30,
		2022			2021			2019				2022			2021			2019
Occupancy	Occupancy	61.2		%	44.6		%	76.4		%	Occupancy	67.9		%	52.3		%	79.7		%
ADR	ADR	$	175.57		$	120.05		$	189.87		ADR	$	186.66		$	133.49		$	189.78
RevPAR	RevPAR	$	107.39		$	53.54		$	145.01		RevPAR	$	126.83		$	69.76		$	151.26

Food and Beverage Revenue

Food and beverage revenue increased ~~$14.7~~$32.8 million to ~~$20.9~~$52.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$6.2~~$19.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 due to an increase in demand over the prior period. The increase in food and beverage revenue was due to an increase in group business and the reopening of certain food and beverage outlets. The increase was also attributable to the impact of hotels that were closed for all or a portion of the prior period being open for the entirety of the current period.

Other Revenue

Other revenue ~~which includes revenue derived from ancillary sources such as parking fees, resort fees, gift shop sales and other guest service fees,~~ increased ~~$5.7~~$9.6 million to ~~$16.2~~$34.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$10.5~~$25.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The increase in other revenue was ~~primarily attributable~~due to an increase in parking fees, resort fees, cancellation fees, and gift shop sales ~~due to higher occupancy. Additionally, cancellation fees increased due~~that corresponded to the ~~spread of~~increase in demand over the ~~Omicron variant of COVID-19 in early 2022.~~prior period.

Property Operating Expenses

Property operating expenses increased ~~$70.6~~$140.0 million to ~~$159.0~~$349.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$88.5~~$209.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The increase was due to a ~~$71.1~~$141.4 million increase in property operating expenses attributable to the comparable properties, which was partially offset by a ~~$0.6~~$1.4 million decrease in property operating expenses attributable to the non-comparable properties.

The components of our property operating expenses for the comparable properties were as follows (in thousands):


		For the three months ended March 31,							For the six months ended June 30,
		2022		2021		$ Change			2022		2021		$ Change
Room expense	Room expense	$	52,279	$	27,944	$	24,335	Room expense	$	116,354	$	69,064	$	47,290
Food and beverage expense	Food and beverage expense	15,747		4,470		11,277		Food and beverage expense	37,171		13,039		24,132
Management and franchise fee expense	Management and franchise fee expense	19,770		4,940		14,830		Management and franchise fee expense	44,686		16,822		27,864
Other operating expense		66,555		45,868		20,687
Other operating expenses								Other operating expenses	141,301		99,190		42,111
Total property operating expenses	Total property operating expenses	$	154,351	$	83,222	$	71,129	Total property operating expenses	$	339,512	$	198,115	$	141,397

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The increase in property operating expenses attributable to the comparable properties was due to an increase in demand over the prior period. Management and franchise fee expense for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 included a

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reduction in management and franchise fee expense of ~~$1.0~~$2.1 million and ~~$4.6~~$9.1 million, respectively, related to the recognition of the Wyndham termination payment. The decrease in the recognition of the Wyndham termination payment was due to certain ~~of the~~ Wyndham agreements expiring in 2021 coupled with the remaining agreements being extended and recognized over a longer period.

~~Depreciation and Amortization~~

~~Depreciation and amortization expense decreased $0.1 million to $46.9 million for the three months ended March 31, 2022 from $46.9 million for the three months ended March 31, 2021.~~

Impairment Losses

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we recorded impairment losses of $5.9 million related to two hotel properties that were sold in May 2021. ~~There was no impairment recorded during the three months ended March 31, 2022.~~

Property Tax, Insurance and Other

Property tax, insurance and other expense increased ~~$2.4~~$1.3 million to ~~$22.5~~$45.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$20.1~~$44.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The increase was attributable to a ~~$3.6~~$4.5 million increase in property tax, insurance and other expense attributable to the comparable properties, which was partially offset by a ~~$1.2~~$3.1 million decrease in property tax, insurance and other expense attributable to the non-comparable properties. The increase in property tax, insurance and other expense attributable to the comparable properties was primarily attributable to a benefit of ~~$5.2~~$5.4 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 related to the reversal of accrued real estate tax liabilities in excess of the amounts owed for certain of our California hotels acquired in our merger with FelCor Lodging Trust that did not recur in 2022. Additionally, the increase was attributable to an increase in insurance expense premiums and ground lease rent due to percentage rent obligations and increases based on the consumer price index. These increases were partially offset by decreases in other real estate tax ~~assessments.~~assessments and the beneficial impact of successful real estate tax appeals in the current period.

General and Administrative

General and administrative expense increased ~~$3.3~~$4.5 million to ~~$14.1~~$27.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$10.8~~$22.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The increase was primarily attributable to an increase in ~~compensation expense, including~~ non-cash compensation expense ~~related~~and an increase in payroll tax expense due to ~~share-based awards granted during 2021.~~payroll tax credits in the prior year that did not recur in the current year.

Other Income (Expense), net

Other income (expense), net increased ~~$6.8~~$17.3 million to ~~$7.3~~income of $8.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$0.5~~expense of $9.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The increase was primarily attributable to the reclassification of unrealized gains and losses from accumulated other comprehensive income (loss) due to the discontinuation of certain cash flow ~~hedges.~~hedges in each of the periods.

Interest Expense

Interest expense decreased ~~$3.3~~$5.8 million to ~~$24.6~~$48.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$27.9~~$54.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. Interest expense decreased due to lower average debt balances and lower effective interest rates after taking into account the impact of interest rate swaps in each of the periods. The components of our interest expense for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 were as follows (in thousands):


		For the three months ended March 31,							For the six months ended June 30,
		2022		2021		$ Change			2022		2021		$ Change
Senior Notes	Senior Notes	$	9,743	$	5,942	$	3,801	Senior Notes	$	19,431	$	12,627	$	6,804
Revolver and Term Loans	Revolver and Term Loans	9,968		17,178		(7,210)		Revolver and Term Loans	19,104		31,201		(12,097)
Mortgage loans	Mortgage loans	3,210		3,454		(244)		Mortgage loans	6,539		7,748		(1,209)
Amortization of deferred financing costs	Amortization of deferred financing costs	1,684		1,321		363		Amortization of deferred financing costs	3,101		2,685		416
Non-cash interest expense related to interest rate hedges	Non-cash interest expense related to interest rate hedges	(44)		—		(44)		Non-cash interest expense related to interest rate hedges	241		—		241
Total interest expense	Total interest expense	$	24,561	$	27,895	$	(3,334)	Total interest expense	$	48,416	$	54,261	$	(5,845)

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Gain on Sale of Hotel Properties, net

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we sold ~~one~~two hotel ~~property~~properties for a sales price of approximately ~~$35.5~~$49.9 million and recorded a net gain on sale of approximately ~~$1.4~~$1.1 million. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we sold ~~one~~three hotel ~~property~~properties for a sales price of approximately ~~$4.4~~$17.7 million and recorded a net gain on sale of approximately ~~$1.1~~$1.2 million.

Non-GAAP Financial Measures

We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) EBITDAre and (5) Adjusted EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of our operating performance. FFO, Adjusted FFO, EBITDA, EBITDAre, and Adjusted EBITDA, as calculated by us, may not be comparable to FFO, Adjusted FFO, EBITDA, EBITDAre and Adjusted EBITDA as reported by other companies that do not define such terms exactly as we define such terms.

Funds From Operations

We calculate funds from operations ("FFO") in accordance with standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which defines FFO as net income or loss, excluding gains or losses from sales of real estate, impairment, the cumulative effect of changes in accounting principles, plus depreciation and amortization, 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 real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. We believe that the presentation of FFO provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common shareholders. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. Additionally, FFO may not be helpful when comparing us to non-REITs. We present FFO attributable to common shareholders, which includes our OP units, because our OP units may be redeemed for common shares. We believe it is meaningful for the investor to understand FFO attributable to all common shares and OP units.

We further adjust FFO for certain additional items that are not in NAREIT’s definition of FFO, such as hotel transaction costs, pre-opening costs, non-cash income tax expense or benefit, the amortization of share-based compensation, non-cash expense related to discontinued interest rate hedges, and certain other expenses that we consider outside the normal course of operations. We believe that Adjusted FFO provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income and FFO, is beneficial to an investor’s understanding of our operating performance.

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The following table is a reconciliation of our GAAP net ~~loss~~income (loss) to FFO attributable to common shareholders and unitholders and Adjusted FFO attributable to common shareholders and unitholders for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (in thousands):


		For the three months ended March 31,			For the three months ended June 30,						For the six months ended June 30,
			2022			2021			2022		2021		2022		2021
Net loss			$	(15,469)		$	(79,117)
Net income (loss)								Net income (loss)	$	33,202	$	(52,221)	$	17,732	$	(131,339)
Preferred dividends	Preferred dividends		(6,279)			(6,279)		Preferred dividends	(6,279)		(6,279)		(12,557)		(12,557)
Depreciation and amortization	Depreciation and amortization		46,865			46,943		Depreciation and amortization	46,922		46,915		93,787		93,858
Gain on sale of hotel properties, net			(1,417)			(1,083)
Loss (gain) on sale of hotel properties, net								Loss (gain) on sale of hotel properties, net	364		(103)		(1,053)		(1,186)
Impairment losses	Impairment losses		—			5,946		Impairment losses	—		—		—		5,946
Noncontrolling interest in consolidated joint ventures	Noncontrolling interest in consolidated joint ventures		118			736		Noncontrolling interest in consolidated joint ventures	(111)		506		7		1,242
Adjustments related to consolidated joint ventures (1)	Adjustments related to consolidated joint ventures (1)		(49)			(75)		Adjustments related to consolidated joint ventures (1)	(49)		(75)		(98)		(150)
Adjustments related to unconsolidated joint ventures (2)	Adjustments related to unconsolidated joint ventures (2)		295			294		Adjustments related to unconsolidated joint ventures (2)	295		291		590		585
FFO	FFO		24,064			(32,635)		FFO	74,344		(10,966)		98,408		(43,601)
Transaction costs	Transaction costs		62			60		Transaction costs	136		195		198		255

Loss on extinguishment of indebtedness, net								Loss on extinguishment of indebtedness, net	—		6,207		—		6,207

Amortization of share-based compensation	Amortization of share-based compensation		5,185			2,752		Amortization of share-based compensation	5,470		4,848		10,654		7,600
Non-cash income tax expense	Non-cash income tax expense		(135)			—		Non-cash income tax expense	135		—		—		—

Derivative gains in accumulated other comprehensive income (loss) reclassified to earnings (3)			(5,866)			—
Derivative losses (gains) in accumulated other comprehensive income (loss) reclassified to earnings (3)								Derivative losses (gains) in accumulated other comprehensive income (loss) reclassified to earnings (3)	—		10,658		(5,866)		10,658
Other expenses (4)	Other expenses (4)		584			56		Other expenses (4)	914		353		1,498		409
Adjusted FFO	Adjusted FFO		$	23,894		$	(29,767)	Adjusted FFO	$	80,999	$	11,295	$	104,892	$	(18,472)

(1)Includes depreciation and amortization expense allocated to the noncontrolling interest in the consolidated joint ventures.

(2)Includes our ownership interest in the depreciation and amortization expense of the unconsolidated joint ventures.

(3)Reclassification of interest rate swap ~~gains~~losses (gains) from accumulated other comprehensive income (loss) to earnings for discontinued interest rate hedges.

(4)Represents expenses and income outside of the normal course of operations,, including ~~$0.3~~$0.5 million and $0.8 million of non-cash interest expense related to discontinued interest rate hedges during the three and six months ended ~~March 31, 2022.~~June 30, 2022, respectively.

EBITDA and EBITDAre

Earnings before interest, taxes, depreciation and amortization ("EBITDA") is defined as net income or loss excluding: (1) interest expense; (2) income tax expense; and (3) depreciation and amortization expense. We consider EBITDA useful to an investor in evaluating and facilitating comparisons of our operating performance between periods and between REITs by removing the impact of our capital structure (primarily interest expense) and asset base (primarily depreciation and amortization expense) from our operating results. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and disposals.

In addition to EBITDA, we present EBITDAre in accordance with NAREIT guidelines, which defines EBITDAre as net income or loss excluding interest expense, income tax expense, depreciation and amortization expense, gains or losses from sales of real estate, impairment, and adjustments for unconsolidated joint ventures. We believe that the presentation of EBITDAre provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs.

We also present Adjusted EBITDA, which includes additional adjustments for items such as hotel transaction costs, pre-opening costs, the amortization of share-based compensation, non-cash expense related to discontinued interest rate hedges, and certain other expenses that we consider outside the normal course of operations. We believe that Adjusted EBITDA provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income, EBITDA, and EBITDAre, is beneficial to an investor’s understanding of our operating performance.

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The following table is a reconciliation of our GAAP net ~~loss~~income (loss) to EBITDA, EBITDAre and Adjusted EBITDA for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (in thousands):


		For the three months ended March 31,			For the three months ended June 30,						For the six months ended June 30,
			2022			2021			2022		2021		2022		2021
Net loss			$	(15,469)		$	(79,117)
Net income (loss)								Net income (loss)	$	33,202	$	(52,221)	$	17,732	$	(131,339)
Depreciation and amortization	Depreciation and amortization		46,865			46,943		Depreciation and amortization	46,922		46,915		93,787		93,858
Interest expense, net of interest income	Interest expense, net of interest income		24,389			27,511		Interest expense, net of interest income	23,508		26,146		47,897		53,657
Income tax expense	Income tax expense		190			114		Income tax expense	558		154		748		268
Adjustments related to unconsolidated joint ventures (1)	Adjustments related to unconsolidated joint ventures (1)		407			410		Adjustments related to unconsolidated joint ventures (1)	408		408		815		818
EBITDA	EBITDA		56,382			(4,139)		EBITDA	104,598		21,402		160,979		17,262

Gain on sale of hotel properties, net			(1,417)			(1,083)
Loss (gain) on sale of hotel properties, net								Loss (gain) on sale of hotel properties, net	364		(103)		(1,053)		(1,186)

Impairment losses	Impairment losses		—			5,946		Impairment losses	—		—		—		5,946
EBITDAre	EBITDAre		54,965			724		EBITDAre	104,962		21,299		159,926		22,022
Transaction costs	Transaction costs		62			60		Transaction costs	136		195		198		255

Loss on extinguishment of indebtedness, net								Loss on extinguishment of indebtedness, net	—		6,207		—		6,207

Amortization of share-based compensation	Amortization of share-based compensation		5,185			2,752		Amortization of share-based compensation	5,470		4,848		10,654		7,600

Derivative gains in accumulated other comprehensive income (loss) reclassified to earnings (2)			(5,866)			—
Derivative losses (gains) in accumulated other comprehensive income (loss) reclassified to earnings (2)								Derivative losses (gains) in accumulated other comprehensive income (loss) reclassified to earnings (2)	—		10,658		(5,866)		10,658
Other expenses (3)	Other expenses (3)		248			56		Other expenses (3)	410		353		658		409
Adjusted EBITDA	Adjusted EBITDA		$	54,594		$	3,592	Adjusted EBITDA	$	110,978	$	43,560	$	165,570	$	47,151

(1)Includes our ownership interest in the interest, depreciation, and amortization expense of the unconsolidated joint ventures.

(2)Reclassification of interest rate swap ~~gains~~losses (gains) from accumulated other comprehensive income (loss) to earnings for discontinued interest rate hedges.

(3)Represents expenses and income outside of the normal course of operations.

Liquidity and Capital Resources

Our liquidity requirements consist primarily of the funds necessary to pay for operating expenses and other expenditures directly associated with our hotel properties, including:

•funds necessary to pay for the costs of acquiring hotel properties;

•redevelopments, conversions, renovations and other capital expenditures that need to be made periodically to our hotel properties;

•recurring maintenance and capital expenditures necessary to maintain our hotel properties in accordance with brand standards;

•interest expense and scheduled principal payments on outstanding indebtedness;

•distributions on common and preferred shares; and

•corporate and other general and administrative expenses.

As of ~~March 31,~~June 30, 2022, we had ~~$522.3~~$555.8 million of cash and cash equivalents and restricted cash reserves.

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Sources and Uses of Cash

Cash flows from Operating Activities

The net cash flow provided by operating activities totaled ~~$10.3~~$116.3 million and the net cash flow used in operating activities totaled ~~$29.0~~$24.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively. Our cash flows provided by or used in operating activities generally consist of the net cash generated by ~~or operating shortfalls from~~ our hotel operations, the cash paid for corporate expenses and other working capital changes. Refer to the "Results of Operations" section for further discussion of our operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021.

Cash flows from Investing Activities

The net cash flow ~~provided by~~used in investing activities totaled ~~$9.8~~$4.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 primarily due to the $34.1 million in proceeds from the sale of a hotel property. The net cash flow provided by investing activities was partially offset by $24.3 million in routine capital improvements and additions to our hotel properties.

~~The net cash flow used in investing activities totaled $6.1 million for the three months ended March 31, 2021 primarily due to $9.9~~$51.4 million in routine capital improvements and additions to our hotel properties. The net cash flow used in investing activities was partially offset by ~~$4.0~~the $48.1 million in proceeds from the sale of a hotel ~~property.~~properties.

The net cash flow used in investing activities totaled $10.7 million for the six months ended June 30, 2021 primarily due to $25.1 million in routine capital improvements and additions to our hotel properties. The net cash flow used in investing activities was partially offset by $16.3 million in proceeds from the sale of hotel properties.

Cash flows from Financing Activities

The net cash flow used in financing activities totaled ~~$211.7~~$269.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 primarily due to the $200.0 million repayment of the outstanding balance on the Revolver, ~~$7.9~~$47.4 million paid to repurchase common shares under a share repurchase program, $16.1 million in distributions to shareholders and unitholders, $2.6 million in distributions to joint venture partners, and ~~$1.3~~$3.6 million paid to repurchase common shares to satisfy employee tax withholding requirements.

The net cash flow used in financing activities totaled ~~$218.5~~$203.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 primarily due to ~~the~~ $200.0 million ~~pay down~~in repayment on the Revolver, ~~$8.5~~$356.3 million in repayment of term loans, ~~$7.9~~$120.5 million in repayment of mortgage loans, $15.9 million in distributions to shareholders and unitholders, ~~$1.3~~$7.7 million in deferred financing cost payments, $2.1 million paid to repurchase common shares to satisfy employee tax withholding requirements, and ~~$0.9~~$1.5 million in scheduled mortgage loan principal payments. The net cash flow used in financing activities for the six months ended June 30, 2021 was offset by $500.0 million in gross proceeds from the issuance of $500.0 million aggregate principal amount of senior notes due 2026 in June 2021.

Capital Expenditures and Reserve Funds

We maintain each of our hotel properties in good repair and condition and in conformity with applicable laws and regulations, franchise agreements and management agreements. The cost of routine improvements and alterations are paid out of FF&E reserves, which are funded by a portion of each hotel property’s gross revenues. Routine capital expenditures may be administered by the property management companies. However, we have approval rights over the capital expenditures as part of the annual budget process for each of our hotel properties.

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, public space, meeting space, and/or restaurants, in order to better compete with other hotels and alternative lodging options in our markets. In addition, upon acquisition of a hotel property we often are required to complete a property improvement plan in order to bring the hotel up to the respective franchisor’s standards. If permitted by the terms of the management agreement, funding for a renovation will first come from the FF&E reserves. To the extent that the FF&E reserves are not available or sufficient to cover the cost of the renovation, we will fund all or the remaining portion of the renovation with cash and cash equivalents on hand, our Revolver and/or other sources of available liquidity.

With respect to some of our hotels that are operated under franchise agreements with major national hotel brands and for some of our hotels subject to first mortgage liens, we are obligated to maintain FF&E reserve accounts for future capital expenditures at these hotels. The amount funded into each of these reserve accounts is generally determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents for each of the respective hotels, and typically ranges between 3.0% and 5.0% of the respective hotel’s total gross revenue. As of ~~March 31,~~June 30, 2022, approximately ~~$30.7~~$37.6 million was held in FF&E reserve accounts for future capital expenditures.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk includes the risks that arise from changes in interest rates, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our variable rate debt. As of ~~March 31,~~June 30, 2022, we had approximately $1.2 billion of total variable rate debt outstanding (or 53.9% of total indebtedness) with a weighted-average interest rate of 3.88% per annum. After taking into consideration the effect of interest rate swaps, 100.0% of our total indebtedness was fixed or effectively fixed. As of ~~March 31,~~June 30, 2022, if market interest rates on our variable rate debt not subject to interest rate swaps were to increase by 1.00%, or 100 basis points, interest expense would have no impact on future earnings and cash flows, taking into account our existing contractual hedging arrangements.

Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable. We have entered into derivative financial instruments such as interest rate swaps to mitigate our interest rate risk or to effectively lock the interest rate on a portion of our variable rate debt. We do not enter into derivative or interest rate transactions for speculative purposes.

The following table provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations outstanding as of ~~March 31,~~June 30, 2022, the following table presents the principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands):


		2022			2023			2024			2025			2026			Thereafter			Total				2022			2023			2024			2025			2026			Thereafter			Total
Fixed rate debt (1)	Fixed rate debt (1)	$	—		$	—		$	—		$	—		$	500,000		$	525,000		$	1,025,000		Fixed rate debt (1)	$	—		$	—		$	—		$	—		$	500,000		$	525,000		$	1,025,000
Weighted-average interest rate	Weighted-average interest rate	—		%	—		%	—		%	—		%	3.75		%	4.05		%	3.90		%	Weighted-average interest rate	—		%	—		%	—		%	—		%	3.75		%	4.05		%	3.90		%
Variable rate debt (1)	Variable rate debt (1)	$	200,000		$	418,662		$	181,000		$	400,000		$	—		$	—		$	1,199,662		Variable rate debt (1)	$	—		$	618,662		$	181,000		$	400,000		$	—		$	—		$	1,199,662
Weighted-average interest rate (2)	Weighted-average interest rate (2)	3.30		%	4.45		%	2.95		%	4.00		%	—		%	—		%	3.88		%	Weighted-average interest rate (2)	—		%	4.08		%	2.95		%	4.00		%	—		%	—		%	3.88		%
Total (3)	Total (3)	$	200,000		$	418,662		$	181,000		$	400,000		$	500,000		$	525,000		$	2,224,662		Total (3)	$	—		$	618,662		$	181,000		$	400,000		$	500,000		$	525,000		$	2,224,662

(1)Excludes ~~$3.2~~$2.8 million, ~~$0.7~~$0.6 million and ~~$12.5~~$11.9 million of net deferred financing costs on the Term Loans, mortgage loans and Senior Notes, respectively.

(2)The weighted-average interest rate gives effect to interest rate swaps, as applicable.

(3)Excludes ~~$2.5~~$2.4 million related to a fair value adjustment on debt.

Our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, prevailing interest rates and our hedging strategies at that time.

Changes in market interest rates on our fixed rate debt impact the fair value of our debt, but such changes have no impact to our consolidated financial statements. As of ~~March 31,~~June 30, 2022, the estimated fair value of our fixed rate debt was ~~$966.0~~$881.5 million, which is based on having the same debt service requirements that could have been borrowed at the date presented, at prevailing current market interest rates. If interest rates were to rise by 1.00%, or 100 basis points, and our fixed rate debt balance remains constant, we expect the fair value of our debt to decrease by approximately ~~$47.2~~$42.3 million.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company’s management, under the supervision and participation of the Company's Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2022.

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Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15 and 15d-15 of the Exchange Act) during the period ended ~~March 31,~~June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The nature of the operations of our hotels exposes our hotel properties, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. Other than routine litigation arising out of the ordinary course of business, the Company is not presently subject to any material litigation nor, to the Company's knowledge, is any material litigation threatened against the Company.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, please refer to the "Risk Factors" sections in our Annual Report, which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors previously disclosed in our Annual Report.

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

Unregistered Sales of Equity Securities

The Company did not sell any securities during the quarter ended ~~March 31,~~June 30, 2022 that were not registered under the Securities Act.

Issuer Purchases of Equity Securities

The following table summarizes all of the share repurchases during the three months ended ~~March 31,~~June 30, 2022:

Period Total number
of shares
purchased (1) Average price
paid per share Total number of
shares purchased as
part of publicly
announced plans or
programs Maximum number
of shares that may
yet be purchased
under the plans or
programs (2)
January 1, 2022 through January 31, 2022 — $ — N/A N/A
February 1, 2022 through February 28, 2022 87,626 $ 14.48 N/A N/A
March 1, 2022 through March 31, 2022 — $ — N/A N/A
Total 87,626 —


Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs (2)



April 1, 2022 through April 30, 2022	20,928	$	14.02	—	—
May 1, 2022 through May 31, 2022	1,489,915	$	12.77	1,367,043	17,323,076
June 1, 2022 through June 30, 2022	2,619,701	$	11.62	2,590,940	18,363,903



Total	4,130,544			3,957,983

(1)Includes surrendered common shares owned by certain employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares of beneficial interest issued under the 2021 Plan.

(2)The maximum number of shares that may yet be repurchased under a share repurchase program is calculated by dividing the total dollar amount available to repurchase shares by the closing price of our common shares on the last business day of the respective month.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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On April 29, 2022, the Company held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) at which (i) trustees were elected, (ii) the appointment of PricewaterhouseCoopers LLP (“PWC”), the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2022 was ratified, and (iii) the compensation paid to the Company’s named executive officers was approved in an advisory vote. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 30, 2022. The final results for the votes regarding each proposal are set forth below.

~~Election of Trustees~~

The following persons were duly elected as trustees of the Company until the 2023 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Robert L. Johnson, Leslie D. Hale, Evan Bayh, Arthur R. Collins, Nathaniel A. Davis, Patricia L. Gibson, Robert M. La Forgia, Robert J. McCarthy and Robin Zeigler. The table below sets forth the voting results for each trustee nominee:

Nominee Votes For Votes Against Abstentions Broker
Non-Votes
Robert L. Johnson    137,771,141    2,430,741 675,310 10,181,077
Leslie D. Hale 140,540,676    325,577 10,939 10,181,077
Evan Bayh    136,686,135    4,179,037 12,020 10,181,077
Arthur R. Collins 138,079,441 2,788,361 9,390 10,181,077
Nathaniel A. Davis 127,627,868 13,236,803 12,521 10,181,077
Patricia L. Gibson 139,664,243 1,197,774 15,175 10,181,077
Robert M. La Forgia    139,266,448    1,597,851 12,893 10,181,077
Robert J. McCarthy    139,547,817    1,316,483 12,892 10,181,077
Robin Zeigler 132,577,496 8,287,267 12,429 10,181,077

~~Ratification of PWC as the Company’s independent registered public accounting firm~~

At the Annual Meeting, the Company’s shareholders ratified the appointment of PWC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The table below sets forth the voting results for this proposal:

Votes For Votes Against Abstentions Broker Non-Votes
147,832,763 3,209,356 16,150 —

~~Advisory Vote to Approve Named Executive Officer Compensation~~

At the Annual Meeting, the Company’s shareholders voted on a non-binding basis, a resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:

Votes For Votes Against Abstentions Broker Non-Votes
36,852,166 104,002,223 22,803 10,181,077

~~Table of Contents~~

Item 6. Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are noted below:

Exhibit Index

Exhibit
Number

Description of Exhibit

3.1

Articles of Amendment and Restatement of Declaration of Trust of RLJ Lodging Trust (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Registrant's Registration Statement on Form S-11 (File. No. 333-172011) filed on May 5, 2011)

3.2

Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust of RLJ Lodging Trust (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on May 7, 2015)

3.3

3.4

Articles Supplementary to Articles of Amendment and Restatement of Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on February 26, 2015)

3.5

Articles Supplementary designating RLJ Lodging Trust’s $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share (incorporated by reference to Exhibit 3.5 to the Registrant’s Form 8-A filed on August 30, 2017)

3.6

Third Amended and Restated Bylaws of RLJ Lodging Trust (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on May 5, 2016)

31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, 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) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document