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 ~~September~~June 30, ~~2022~~2023

☐

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 001-32319

Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Maryland		20-1296886
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

15 Enterprise, Suite 200 ~~Spectrum Center Drive, 21st Floor~~ ~~Irvine~~Aliso Viejo, California		~~92618~~92656
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 330-4000


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	SHO	New York Stock Exchange
Series H Cumulative Redeemable Preferred Stock, $0.01 par value	SHO.PRH	New York Stock Exchange
Series I Cumulative Redeemable Preferred Stock, $0.01 par value	SHO.PRI	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.


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 ~~November~~August 1, ~~2022,~~2023, there were ~~210,399,520~~207,184,691 shares of Sunstone Hotel Investors, Inc.’s common stock, $0.01 par value per share, outstanding.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

QUARTERLY REPORT ON

FORM 10-Q

For the Quarterly Period Ended ~~September~~June 30, ~~2022~~2023

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	2

	Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022	2

	Unaudited Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	3

	Unaudited Consolidated Statements of Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	4

	Unaudited Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	6

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2523

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4539

Item 4.	Controls and Procedures	4539

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	4640

Item 1A.	Risk Factors	4640

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4640

Item 3.	Defaults Upon Senior Securities	4640

Item 4.	Mine Safety Disclosures	4640

Item 5.	Other Information	4640

Item 6.	Exhibits	4741

SIGNATURES		4842

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements

SUNSTONE HOTEL INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)



	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
	(unaudited)				(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	117,588	$	120,483	$	107,846	$	101,223
Restricted cash		50,253		42,234		55,668		55,983
Accounts receivable, net		45,750		28,733		48,043		42,092
Prepaid expenses and other current assets		14,374		14,338		15,268		14,668
Assets held for sale, net		—		76,308
Total current assets		227,965		282,096		226,825		213,966
Investment in hotel properties, net		2,850,225		2,720,016		2,830,739		2,840,928
Operating lease right-of-use assets, net		17,866		23,161		14,999		15,025
Deferred financing costs, net		5,382		2,580		4,329		5,031
Other assets, net		8,945		13,196		9,319		7,867
Total assets	$	3,110,383	$	3,041,049	$	3,086,211	$	3,082,817
LIABILITIES AND EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	60,512	$	47,701	$	44,972	$	56,849
Accrued payroll and employee benefits		22,413		19,753		18,501		22,801
Dividends and distributions payable		13,961		3,513		14,891		13,995
Other current liabilities		68,920		58,884		66,481		65,213
Current portion of notes payable, net		2,088		20,694		2,065		222,030
Liabilities of assets held for sale		—		25,213
Total current liabilities		167,894		175,758		146,910		380,888
Notes payable, less current portion, net		810,909		588,741		812,766		590,651
Operating lease obligations, less current portion		18,349		25,120		14,267		14,360
Other liabilities		9,575		11,656		11,144		11,957
Total liabilities		1,006,727		801,275		985,087		997,856
Commitments and contingencies (Note 12)
Equity:
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000,000 shares authorized:
Series G Cumulative Redeemable Preferred Stock, 2,650,000 shares issued and outstanding at both September 30, 2022 and December 31, 2021, stated at liquidation preference of $25.00 per share		66,250		66,250
6.125% Series H Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at both September 30, 2022 and December 31, 2021, stated at liquidation preference of $25.00 per share		115,000		115,000
5.70% Series I Cumulative Redeemable Preferred Stock, 4,000,000 shares issued and outstanding at both September 30, 2022 and December 31, 2021, stated at liquidation preference of $25.00 per share		100,000		100,000
Common stock, $0.01 par value, 500,000,000 shares authorized, 211,570,211 shares issued and outstanding at September 30, 2022 and 219,333,783 shares issued and outstanding at December 31, 2021		2,116		2,193
Series G Cumulative Redeemable Preferred Stock, 2,650,000 shares issued and outstanding at both June 30, 2023 and December 31, 2022, stated at liquidation preference of $25.00 per share						66,250		66,250
6.125% Series H Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at both June 30, 2023 and December 31, 2022, stated at liquidation preference of $25.00 per share						115,000		115,000
5.70% Series I Cumulative Redeemable Preferred Stock, 4,000,000 shares issued and outstanding at both June 30, 2023 and December 31, 2022, stated at liquidation preference of $25.00 per share						100,000		100,000
Common stock, $0.01 par value, 500,000,000 shares authorized, 207,184,691 shares issued and outstanding at June 30, 2023 and 209,320,447 shares issued and outstanding at December 31, 2022						2,072		2,093
Additional paid in capital		2,487,931		2,631,484		2,446,047		2,465,595
Retained earnings		1,017,890		948,064		1,099,518		1,035,353
Cumulative dividends and distributions		(1,685,531)		(1,664,024)		(1,727,763)		(1,699,330)
Total stockholders’ equity		2,103,656		2,198,967		2,101,124		2,084,961
Noncontrolling interest in consolidated joint venture		—		40,807
Total equity		2,103,656		2,239,774
Total liabilities and equity	$	3,110,383	$	3,041,049

Total liabilities and stockholders' equity					$	3,086,211	$	3,082,817

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)



	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
REVENUES
Room	$	158,400	$	118,061	$	428,893	$	236,877	$	173,399	$	161,721	$	325,837	$	270,493
Food and beverage		63,476		27,338		174,717		47,547		78,815		71,658		149,627		111,241
Other operating		22,438		22,022		64,299		50,840		23,898		17,901		44,091		41,861
Total revenues		244,314		167,421		667,909		335,264		276,112		251,280		519,555		423,595
OPERATING EXPENSES
Room		38,791		32,106		106,594		66,692		42,658		37,342		81,722		67,803
Food and beverage		47,181		27,440		125,959		49,088		51,997		46,459		100,532		78,778
Other operating		6,440		4,643		17,965		9,934		6,145		6,089		11,902		11,525
Advertising and promotion		12,325		8,883		34,420		20,800		13,897		11,621		26,919		22,095
Repairs and maintenance		9,382		10,001		27,369		22,678		9,606		8,273		19,052		17,987
Utilities		7,708		6,164		19,652		14,998		6,768		6,239		13,860		11,944
Franchise costs		4,145		4,181		11,429		7,468		4,560		4,280		8,478		7,284
Property tax, ground lease and insurance		19,714		17,528		53,160		47,821		19,378		17,455		38,611		33,446
Other property-level expenses		29,032		21,633		83,333		48,177		31,857		30,391		63,634		54,301
Corporate overhead		7,879		15,422		27,310		32,066		8,396		8,717		16,864		19,431
Depreciation and amortization		31,750		32,585		94,003		96,084		32,397		30,893		64,739		62,253
Impairment loss		—		1,014		—		1,014
Total operating expenses		214,347		181,600		601,194		416,820		227,659		207,759		446,313		386,847
Interest and other income (loss)		270		2		4,766		(356)
Interest and other income										4,639		116		5,180		4,496
Interest expense		(9,269)		(7,983)		(20,288)		(23,697)		(9,223)		(5,938)		(23,017)		(11,019)
Gain on sale of assets		—		—		22,946		—		—		—		—		22,946
(Loss) gain on extinguishment of debt, net		(770)		61		(962)		371
Income (loss) before income taxes		20,198		(22,099)		73,177		(105,238)
Income tax benefit (provision), net		290		(25)		126		(91)
NET INCOME (LOSS)		20,488		(22,124)		73,303		(105,329)
(Income) loss from consolidated joint venture attributable to noncontrolling interest		—		(933)		(3,477)		1,638
Preferred stock dividends and redemption charges		(3,351)		(6,287)		(10,897)		(17,289)
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	17,137	$	(29,344)	$	58,929	$	(120,980)
Gain (loss) on extinguishment of debt, net										12		21		9,921		(192)
Income before income taxes										43,881		37,720		65,326		52,979
Income tax provision, net										(803)		(28)		(1,161)		(164)
NET INCOME										43,078		37,692		64,165		52,815
Income from consolidated joint venture attributable to noncontrolling interest										—		(2,343)		—		(3,477)
Preferred stock dividends										(3,768)		(3,773)		(7,536)		(7,546)
INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS									$	39,310	$	31,576	$	56,629	$	41,792

Basic and diluted per share amounts:
Basic income (loss) attributable to common stockholders per common share	$	0.08	$	(0.13)	$	0.27	$	(0.56)
Diluted income (loss) attributable to common stockholders per common share	$	0.08	$	(0.13)	$	0.27	$	(0.56)
Basic income attributable to common stockholders per common share									$	0.19	$	0.15	$	0.27	$	0.19
Diluted income attributable to common stockholders per common share									$	0.19	$	0.15	$	0.27	$	0.19

Basic weighted average common shares outstanding		211,010		217,709		213,799		215,765		206,181		213,183		206,606		215,216
Diluted weighted average common shares outstanding		211,289		217,709		213,869		215,765		206,828		213,183		207,095		215,216

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except share and per share data)


													Noncontrolling
	Preferred Stock			Common Stock							Cumulative		Interest in				Preferred Stock			Common Stock							Cumulative
	Number of			Number of			Additional		Retained		Dividends and		Consolidated				Number of			Number of			Additional		Retained		Dividends and
	Shares	Amount		Shares	Amount		Paid in Capital		Earnings		Distributions		Joint Venture		Total Equity		Shares	Amount		Shares	Amount		Paid in Capital		Earnings		Distributions		Total
Balance at December 31, 2021 (audited)	11,250,000	$	281,250	219,333,783	$	2,193	$	2,631,484	$	948,064	$	(1,664,024)	$	40,807	$	2,239,774
Balance at December 31, 2022 (audited)																	11,250,000	$	281,250	209,320,447	$	2,093	$	2,465,595	$	1,035,353	$	(1,699,330)	$	2,084,961
Amortization of deferred stock compensation	—		—	—		—		3,701		—		—		—		3,701	—		—	—		—		2,545		—		—		2,545
Issuance of restricted common stock, net	—		—	213,179		2		(3,353)		—		—		—		(3,351)	—		—	55,970		1		(3,349)		—		—		(3,348)
Series G preferred stock dividends and dividends payable at $0.221475 per share	—		—	—		—		—		—		(587)		—		(587)
Forfeiture of restricted common stock																	—		—	(1,435)		—		—		—		—		—
Common stock distributions and distributions payable at $0.05 per share																	—		—	—		—		—		—		(10,449)		(10,449)
Series G preferred stock dividends and dividends payable at $0.219536 per share																	—		—	—		—		—		—		(582)		(582)
Series H preferred stock dividends and dividends payable at $0.382813 per share	—		—	—		—		—		—		(1,761)		—		(1,761)	—		—	—		—		—		—		(1,761)		(1,761)
Series I preferred stock dividends and dividends payable at $0.356250 per share	—		—	—		—		—		—		(1,425)		—		(1,425)	—		—	—		—		—		—		(1,425)		(1,425)
Repurchase of outstanding common stock	—		—	(3,879,025)		(38)		(43,427)		—		—		—		(43,465)	—		—	(1,964,923)		(20)		(18,606)		—		—		(18,626)
Net income	—		—	—		—		—		13,989		—		1,134		15,123	—		—	—		—		—		21,087		—		21,087
Balance at March 31, 2022	11,250,000	$	281,250	215,667,937	$	2,157	$	2,588,405	$	962,053	$	(1,667,797)	$	41,941	$	2,208,009
Balance at March 31, 2023																	11,250,000	$	281,250	207,410,059	$	2,074	$	2,446,185	$	1,056,440	$	(1,713,547)	$	2,072,402
Amortization of deferred stock compensation	—		—	—		—		2,971		—		—		—		2,971	—		—	—		—		3,442		—		—		3,442
Issuance of restricted common stock	—		—	53,616		1		(92)		—		—		—		(91)	—		—	82,552		1		(429)		—		—		(428)
Forfeiture of restricted common stock	—		—	(34,807)		—		—		—		—		—		—	—		—	(6,459)		—		—		—		—		—
Series G preferred stock dividends and dividends payable at $0.221475 per share	—		—	—		—		—		—		(587)		—		(587)
Common stock distributions and distributions payable at $0.05 per share																	—		—	—		—		—		—		(10,448)		(10,448)
Series G preferred stock dividends and dividends payable at $0.219536 per share																	—		—	—		—		—		—		(582)		(582)
Series H preferred stock dividends and dividends payable at $0.382813 per share	—		—	—		—		—		—		(1,761)		—		(1,761)	—		—	—		—		—		—		(1,761)		(1,761)
Series I preferred stock dividends and dividends payable at $0.356250 per share	—		—	—		—		—		—		(1,425)		—		(1,425)	—		—	—		—		—		—		(1,425)		(1,425)
Repurchase of outstanding common stock	—		—	(3,235,958)		(33)		(34,482)		—		—		—		(34,515)	—		—	(301,461)		(3)		(2,852)		—		—		(2,855)
Distribution to noncontrolling interest	—		—	—		—		—		—		—		(5,500)		(5,500)
Acquisition of noncontrolling interest, net	—		—	—		—		(62,564)		—		—		(38,784)		(101,348)	—		—	—		—		(299)		—		—		(299)
Net income	—		—	—		—		—		35,349		—		2,343		37,692	—		—	—		—		—		43,078		—		43,078
Balance at June 30, 2022	11,250,000	$	281,250	212,450,788	$	2,125	$	2,494,238	$	997,402	$	(1,671,570)	$	—	$	2,103,445
Amortization of deferred stock compensation	—		—	—		—		2,350		—		—		—		2,350
Common stock distributions and distributions payable at $0.05 per share	—		—	—		—		—		—		(10,610)		—		(10,610)
Series G preferred stock dividends and dividends payable at $0.062081 per share	—		—	—		—		—		—		(165)		—		(165)
Series H preferred stock dividends and dividends payable at $0.382813 per share	—		—	—		—		—		—		(1,761)		—		(1,761)
Series I preferred stock dividends and dividends payable at $0.356250 per share	—		—	—		—		—		—		(1,425)		—		(1,425)
Repurchase of outstanding common stock	—		—	(880,577)		(9)		(8,657)		—		—		—		(8,666)
Net income	—		—	—		—		—		20,488		—		—		20,488
Balance at September 30, 2022	11,250,000	$	281,250	211,570,211	$	2,116	$	2,487,931	$	1,017,890	$	(1,685,531)	$	—	$	2,103,656
Balance at June 30, 2023																	11,250,000	$	281,250	207,184,691	$	2,072	$	2,446,047	$	1,099,518	$	(1,727,763)	$	2,101,124

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except share and per share data)

Noncontrolling

Preferred Stock

Common Stock

Cumulative

Interest in

Number of

Number of

Additional

Retained

Dividends and

Consolidated

Shares

Amount

Shares

Amount

Paid in Capital

Earnings

Distributions

Joint Venture

Total Equity
Balance at December 31, 2020 (audited)

7,600,000

$
190,000

215,593,401

$
2,156

$
2,586,108

$
913,766

$
(1,643,386)

$
40,735

$
2,089,379
Amortization of deferred stock compensation

—

—

—

—

2,869

—

—

—

2,869
Issuance of restricted common stock, net

—

—

581,683

6

(3,522)

—

—

—

(3,516)
Series E preferred stock dividends and dividends payable at $0.434375 per share

—

—

—

—

—

—

(1,998)

—

(1,998)
Series F preferred stock dividends and dividends payable at $0.403125 per share

—

—

—

—

—

—

(1,209)

—

(1,209)
Contribution from noncontrolling interest

—

—

—

—

—

—

—

1,375

1,375
Net loss

—

—

—

—

—

(53,312)

—

(1,975)

(55,287)
Balance at March 31, 2021

7,600,000

$
190,000

216,175,084

$
2,162

$
2,585,455

$
860,454

$
(1,646,593)

$
40,135

$
2,031,613
Amortization of deferred stock compensation

—

—

—

—

4,784

—

—

—

4,784
Repurchase of common stock for employee tax obligations net of restricted common stock issued

—

—

(45,661)

(1)

(1,360)

—

—

—

(1,361)
Net proceeds from issuance of common stock

—

—

2,913,682

29

37,630

—

—

—

37,659
Net issuance of Series G preferred stock in connection with hotel acquisition

2,650,000

66,250

—

—

(142)

—

—

—

66,108
Net proceeds from issuance of Series H preferred stock

4,600,000

115,000

—

—

(3,801)

—

—

—

111,199
Redemption of Series E preferred stock

(4,600,000)

(115,000)

—

—

4,016

—

(4,016)

—

(115,000)
Series E preferred stock dividends at $0.337847 per share through redemption date

—

—

—

—

—

—

(1,554)

—

(1,554)
Series F preferred stock dividends and dividends payable at $0.403125 per share

—

—

—

—

—

—

(1,209)

—

(1,209)
Series G preferred stock dividends and dividends payable at $0.110259 per share

—

—

—

—

—

—

(292)

—

(292)
Series H preferred stock dividends and dividends payable at $0.157378 per share

—

—

—

—

—

—

(724)

—

(724)
Net loss

—

—

—

—

—

(27,322)

—

(596)

(27,918)
Balance at June 30, 2021

10,250,000

$
256,250

219,043,105

$
2,190

$
2,626,582

$
833,132

$
(1,654,388)

$
39,539

$
2,103,305
Amortization of deferred stock compensation

—

—

—

—

3,289

—

—

—

3,289
Issuance of restricted common stock

—

—

526,084

5

(5)

—

—

—

—
Forfeiture of restricted common stock

—

—

(235,406)

(2)

2

—

—

—

—
Net proceeds from issuance of Series I preferred stock

4,000,000

100,000

—

—

(3,344)

—

—

—

96,656
Redemption of Series F preferred stock

(3,000,000)

(75,000)

—

—

2,624

—

(2,624)

—

(75,000)
Series F preferred stock dividends at $0.183646 per share through redemption date

—

—

—

—

—

—

(551)

—

(551)
Series G preferred stock dividends and dividends payable at $0.061713 per share

—

—

—

—

—

—

(164)

—

(164)
Series H preferred stock dividends and dividends payable at $0.382813 per share

—

—

—

—

—

—

(1,761)

—

(1,761)
Series I preferred stock dividends and dividends payable at $0.296875 per share

—

—

—

—

—

—

(1,187)

—

(1,187)
Net (loss) income

—

—

—

—

—

(23,057)

—

933

(22,124)
Balance at September 30, 2021

11,250,000

$
281,250

219,333,783

$
2,193

$
2,629,148

$
810,075

$
(1,660,675)

$
40,472

$
2,102,463


													Noncontrolling
	Preferred Stock			Common Stock							Cumulative		Interest in
	Number of			Number of			Additional		Retained		Dividends and		Consolidated
	Shares	Amount		Shares	Amount		Paid in Capital		Earnings		Distributions		Joint Venture		Total
Balance at December 31, 2021 (audited)	11,250,000	$	281,250	219,333,783	$	2,193	$	2,631,484	$	948,064	$	(1,664,024)	$	40,807	$	2,239,774
Amortization of deferred stock compensation	—		—	—		—		3,701		—		—		—		3,701
Issuance of restricted common stock, net	—		—	213,179		2		(3,353)		—		—		—		(3,351)
Series G preferred stock dividends and dividends payable at $0.221475 per share	—		—	—		—		—		—		(587)		—		(587)
Series H preferred stock dividends and dividends payable at $0.382813 per share	—		—	—		—		—		—		(1,761)		—		(1,761)
Series I preferred stock dividends and dividends payable at $0.356250 per share	—		—	—		—		—		—		(1,425)		—		(1,425)
Repurchase of outstanding common stock	—		—	(3,879,025)		(38)		(43,427)		—		—		—		(43,465)
Net income	—		—	—		—		—		13,989		—		1,134		15,123
Balance at March 31, 2022	11,250,000	$	281,250	215,667,937	$	2,157	$	2,588,405	$	962,053	$	(1,667,797)	$	41,941	$	2,208,009
Amortization of deferred stock compensation	—		—	—		—		2,971		—		—		—		2,971
Issuance of restricted common stock	—		—	53,616		1		(92)		—		—		—		(91)
Forfeiture of restricted common stock	—		—	(34,807)		—		—		—		—		—		—
Series G preferred stock dividends and dividends payable at $0.221475 per share	—		—	—		—		—		—		(587)		—		(587)
Series H preferred stock dividends and dividends payable at $0.382813 per share	—		—	—		—		—		—		(1,761)		—		(1,761)
Series I preferred stock dividends and dividends payable at $0.356250 per share	—		—	—		—		—		—		(1,425)		—		(1,425)
Repurchase of outstanding common stock	—		—	(3,235,958)		(33)		(34,482)		—		—		—		(34,515)
Distribution to noncontrolling interest	—		—	—		—		—		—		—		(5,500)		(5,500)
Acquisition of noncontrolling interest, net	—		—	—		—		(62,564)		—		—		(38,784)		(101,348)
Net income	—		—	—		—		—		35,349		—		2,343		37,692
Balance at June 30, 2022	11,250,000	$	281,250	212,450,788	$	2,125	$	2,494,238	$	997,402	$	(1,671,570)	$	—	$	2,103,445

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Nine Months Ended September 30,				Six Months Ended June 30,
	2022		2021		2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	73,303	$	(105,329)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income					$	64,165	$	52,815
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense		846		322		71		313
(Gain) loss on sale of assets		(22,946)		82
Loss (gain) on extinguishment of debt, net		962		(371)
Gain on sale of assets						—		(22,946)
(Gain) loss on extinguishment of debt, net						(9,921)		192
Noncash interest on derivatives, net		(2,904)		(2,194)		(1,879)		(2,865)
Depreciation		93,573		96,053		64,480		62,011
Amortization of franchise fees and other intangibles		387		31		223		218
Amortization of deferred financing costs		1,940		2,207		1,220		1,351
Amortization of deferred stock compensation		8,661		10,576		5,752		6,431
Gain on hurricane-related damage		(4,369)		—		(3,722)		(4,369)
Impairment loss		—		1,014
Changes in operating assets and liabilities:
Accounts receivable		(16,279)		(20,241)		(2,205)		(12,147)
Prepaid expenses and other assets		5,465		(3,228)		(243)		5,705
Accounts payable and other liabilities		10,831		23,403		(6,584)		7,063
Accrued payroll and employee benefits		1,278		7,083		(4,300)		(2,419)
Operating lease right-of-use assets and obligations		(1,050)		(1,004)		(69)		(700)
Net cash provided by operating activities		149,698		8,404		106,988		90,653
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets		191,291		—
Acquisition and disposition deposits, net		—		(3,900)
Proceeds from sales of assets						—		191,291
Proceeds from property insurance		4,369		—		—		4,369
Acquisitions of hotel properties and other assets		(232,506)		(195,706)		—		(232,506)
Renovations and additions to hotel properties and other assets		(97,539)		(41,910)		(49,219)		(62,621)
Payment for interest rate derivative		—		(80)
Net cash used in investing activities		(134,385)		(241,596)		(49,219)		(99,467)
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of noncontrolling interest, including transaction costs		(101,348)		—		(299)		(101,348)
Proceeds from preferred stock offerings		—		215,000
Payment of preferred stock offering costs		—		(7,287)
Redemptions of preferred stock		—		(190,000)
Proceeds from common stock offerings		—		38,443
Payment of common stock offering costs		(91)		(784)		(428)		(91)
Repurchases of outstanding common stock		(86,646)		—		(21,481)		(77,980)
Repurchases of common stock for employee tax obligations		(3,351)		(4,877)		(3,348)		(3,351)
Proceeds from credit facility		230,000		—		—		230,000
Payment on credit facility		(230,000)		—
Proceeds from notes payable		243,615		—
Proceeds from note payable						225,000		—
Payments on notes payable		(38,405)		(2,461)		(221,036)		(35,994)
Payments of deferred financing costs		(7,404)		—		(2,332)		—
Dividends and distributions paid		(11,059)		(10,745)		(27,537)		(6,699)
Distribution to noncontrolling interest		(5,500)		—		—		(5,500)
Contribution from noncontrolling interest		—		1,375
Net cash (used in) provided by financing activities		(10,189)		38,664
Net cash used in financing activities						(51,461)		(963)
Net increase (decrease) in cash and cash equivalents and restricted cash		5,124		(194,528)		6,308		(9,777)
Cash and cash equivalents and restricted cash, beginning of period		162,717		416,139		157,206		162,717
Cash and cash equivalents and restricted cash, end of period	$	167,841	$	221,611	$	163,514	$	152,940

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Supplemental Disclosure of Cash Flow Information


	September 30,				June 30,
	2022		2021		2023		2022
Cash and cash equivalents	$	117,588	$	179,487	$	107,846	$	107,329
Restricted cash		50,253		42,124		55,668		45,611
Total cash and cash equivalents and restricted cash shown on the consolidated statements of cash flows	$	167,841	$	221,611	$	163,514	$	152,940


	Nine Months Ended September 30,				Six Months Ended June 30,
	2022		2021		2023		2022
Cash paid for interest	$	24,279	$	26,629	$	24,330	$	13,412
Cash paid for income taxes, net	$	218	$	45	$	1,128	$	134
Operating cash flows used for operating leases	$	5,080	$	5,077	$	2,782	$	3,407

Changes in operating lease right-of-use assets	$	3,020	$	2,804	$	2,189	$	2,005
Changes in operating lease obligations		(4,070)		(3,808)		(2,258)		(2,705)
Changes in operating lease right-of-use assets and lease obligations, net	$	(1,050)	$	(1,004)	$	(69)	$	(700)

Supplemental Disclosure of Noncash Investing and Financing Activities


	Nine Months Ended September 30,				Six Months Ended June 30,
	2022		2021		2023		2022
Accrued renovations and additions to hotel properties and other assets	$	17,630	$	9,932	$	14,593	$	18,725
Disposition deposit received in prior year in connection with sale of hotel	$	4,000	$	—	$	—	$	4,000
Operating lease right-of-use asset obtained in exchange for operating lease obligation					$	2,163	$	—
Assignment of finance lease right-of-use asset in connection with sale of hotel	$	44,712	$	—	$	—	$	44,712
Assignment of finance lease obligation in connection with sale of hotel	$	15,569	$	—	$	—	$	15,569
Assignment of operating lease right-of-use asset in connection with sale of hotel	$	2,275	$	—	$	—	$	2,275
Assignment of operating lease obligation in connection with sale of hotel	$	2,609	$	—	$	—	$	2,609
Issuance of preferred stock in connection with hotel acquisition	$	—	$	66,250
Amortization of deferred stock compensation — construction activities	$	361	$	366	$	235	$	241
Preferred stock redemption charges	$	—	$	6,640
Dividends and distributions payable	$	13,961	$	3,112	$	14,891	$	4,360

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Description of Business

Sunstone Hotel Investors, Inc. (the “Company”) was incorporated in Maryland on June 28, 2004 in anticipation of an initial public offering of common stock, which was consummated on October 26, 2004. The Company elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes, commencing with its taxable year ended on December 31, 2004. The Company, through its 100% controlling interest in Sunstone Hotel Partnership, LLC (the “Operating Partnership”), of which the Company is the sole managing member, and the subsidiaries of the Operating Partnership, including Sunstone Hotel TRS Lessee, Inc. (the “TRS Lessee”) and its subsidiaries, ~~is currently engaged~~invests in ~~acquiring, owning,~~hotels where it can add value through capital investment, hotel repositioning and asset ~~managing~~management. In addition, the Company seeks to capitalize on its portfolio’s embedded value and ~~renovating or repositioning hotel properties,~~balance sheet strength to actively recycle past investments into new growth and ~~may also selectively sell hotels that no longer fit its stated strategy.~~value creation opportunities in order to deliver strong stockholder returns and superior per share net asset value growth.

As a REIT, certain tax laws limit the amount of “non-qualifying” income the Company can earn, including income derived directly from the operation of hotels. The Company leases all of its hotels to its TRS Lessee, which in turn enters into long-term management agreements with third parties to manage the operations of the Company’s hotels, in transactions that are intended to generate qualifying income.

As of ~~September~~June 30, ~~2022,~~2023, the Company owned 15 hotels (the “15 Hotels”) currently held for investment. The Company’s third-party managers included the following:

Number of Hotels

Subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”)

6

Hyatt Hotels Corporation

2

Interstate Hotels & Resorts, Inc.

2
(1)
Four Seasons Hotels Limited

1

Highgate Hotels L.P. and an affiliate

1

Hilton Worldwide

1

Montage North America, LLC

1

Singh Hospitality, LLC

1

Total hotels owned as of September 30, 2022

15

	~~(1)~~	~~In October 2022,~~

		Number of Hotels
Subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc.		6
Hyatt Hotels Corporation		2
Four Seasons Hotels Limited		1
Highgate Hotels L.P. and an affiliate		1
Hilton Worldwide		1
Interstate Hotels & Resorts, Inc.		1
Montage North America, LLC		1
Sage Hospitality Group ~~commenced management~~		1
Singh Hospitality, LLC		1

Total hotels owned as of ~~The Bidwell Portland Marriott.~~June 30, 2023		15

~~COVID-19 Operational Update~~

COVID-19 and its variants have had and continue to have a detrimental effect on the hotel industry and the Company’s business, including significant room and event cancellations, corporate and government travel restrictions and an unprecedented decline in hotel demand. While operations have gradually improved since the onset of the COVID-19 pandemic in 2020, the Omicron variant in December 2021 led to a slowdown in demand recovery at the Company’s hotels. However, demand began to recover again in February 2022 as Omicron-related case counts subsided and travel patterns re-accelerated.

During the first nine months of 2022, corporate transient and group demand accelerated, reducing the Company’s reliance on leisure demand, which was the dominant source of business at many of the Company’s hotels during 2021. While leisure demand continued to be robust, the greatest demand growth during the second and third quarters of 2022 was at the Company’s urban and group-oriented hotels which experienced increased near-term booking activity, higher than expected attendance at group events and increased business transient demand. The amount of corporate business at the Company’s hotels continues to grow and the Company expects business travel to continue to increase as the year progresses. The Company anticipates that group demand will compose a more meaningful component of its total room nights during the remainder of 2022. However, the negative effects of the COVID-19 pandemic on the hotel industry have been unprecedented, and the Company continues to have limited visibility to predict future operations.

~~Table of Contents~~

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, include the accounts of the Company, the Operating Partnership, the TRS Lessee and their controlled subsidiaries. All significant intercompany balances and transactions have been eliminated. If the Company determines that it has an interest in a variable interest entity, the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity.

The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission. In the Company’s opinion, the interim financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which are necessary to fairly present the interim financial statements. These financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the Securities and Exchange Commission on February 23, ~~2022.~~2023. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023.

The Company does not have any comprehensive income other than what is included in net income. If the Company has any comprehensive income in the future such that a statement of comprehensive income would be necessary, the Company will include such statement in one continuous consolidated statement of operations.

Table of Contents

The Company has evaluated subsequent events through the date of issuance of these financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Earnings Per Share

The Company applies the two-class method when computing its earnings per share. Net income per share for each class of stock is calculated assuming all of the Company’s net income is distributed as dividends to each class of stock based on their contractual rights.

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid), which include the Company’s time-based restricted stock awards, are considered participating securities and are included in the computation of earnings per share.

Basic earnings ~~(loss)~~ attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings ~~(loss)~~ attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not anti-dilutive. Potential common shares consist of unvested restricted stock awards and units, using the more dilutive of either the two-class method or the treasury stock method.

The following table sets forth the computation of basic and diluted earnings per common share (unaudited and in thousands, except per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net income	$	43,078	$	37,692	$	64,165	$	52,815
Income from consolidated joint venture attributable to noncontrolling interest		—		(2,343)		—		(3,477)
Preferred stock dividends		(3,768)		(3,773)		(7,536)		(7,546)
Distributions paid to participating securities		(52)		—		(104)		—
Undistributed income allocated to participating securities		(144)		(266)		(194)		(327)
Numerator for basic and diluted income attributable to common stockholders	$	39,114	$	31,310	$	56,331	$	41,465
Denominator:
Weighted average basic common shares outstanding		206,181		213,183		206,606		215,216
Unvested restricted stock units		647		—		489		—
Weighted average diluted common shares outstanding		206,828		213,183		207,095		215,216

Basic income attributable to common stockholders per common share	$	0.19	$	0.15	$	0.27	$	0.19
Diluted income attributable to common stockholders per common share	$	0.19	$	0.15	$	0.27	$	0.19

In its calculation of diluted earnings per share, the Company excluded 1,032,564 anti-dilutive unvested time-based restricted stock awards for the three and six months ended June 30, 2023 and 1,289,146 anti-dilutive unvested time-based restricted stock awards for the three and six months ended June 30, 2022 (see Note 10).

The Company also had unvested performance-based restricted stock units as of June 30, 2023 and 2022 that are not considered participating securities as the awards contain forfeitable rights to dividends or dividend equivalents. The performance-based restricted

Table of Contents

~~The following table sets forth the computation of basic and diluted earnings (loss) per common share (unaudited and in thousands, except per share data):~~

Three Months Ended September 30,

Nine Months Ended September 30,


2022

2021

2022

2021
Numerator:

Net income (loss)

$
20,488

$
(22,124)

$
73,303

$
(105,329)
(Income) loss from consolidated joint venture attributable to noncontrolling interest

—

(933)

(3,477)

1,638
Preferred stock dividends and redemption charges

(3,351)

(6,287)

(10,897)

(17,289)
Distributions paid to participating securities

(64)

—

(64)

—
Undistributed income allocated to participating securities

(40)

—

(301)

—
Numerator for basic and diluted income (loss) attributable to common stockholders

$
17,033

$
(29,344)

$
58,564

$
(120,980)
Denominator:

Weighted average basic common shares outstanding

211,010

217,709

213,799

215,765
Unvested restricted stock units

279

—

70

—
Weighted average diluted common shares outstanding

211,289

217,709

213,869

215,765

Basic income (loss) attributable to common stockholders per common share

$
0.08

$
(0.13)

$
0.27

$
(0.56)
Diluted income (loss) attributable to common stockholders per common share

$
0.08

$
(0.13)

$
0.27

$
(0.56)

At September 30, 2022 and 2021, the Company excluded 1,289,146 and 1,463,315 anti-dilutive unvested time-based restricted stock awards, respectively, from its calculation of diluted earnings per share. The unvested time-based restricted stock awards generally vest over periods ranging from three years to five years.

~~The Company also had unvested performance-based restricted~~ stock units ~~as of September 30, 2022 that~~ were granted based on either target market condition thresholds as follows: 169,832 shares that vest based on the achievement of the Company’s total relative shareholder return following a two year performance period (the “Two Year Performance Period Shares”); 254,748 shares that vest based on the achievement of the Company’s total relative shareholder return following a three year performance period (the “Three Year Performance Period Shares”); and 188,004 shares that vest based on the achievement ofor pre-determined ~~stock~~ price ~~targets during a five year performance period (the “Five Year Performance Period Shares”).~~targets. Based on the Company’s common stock performance, ~~during the nine months ended September 30, 2022,~~ the Company excluded ~~the Five Year Performance Period Shares~~188,004 anti-dilutive performance-based restricted stock units from its ~~September 30, 2022~~ calculations of diluted earnings per share ~~because their effect would have been anti-dilutive.~~for the three and six months ended June 30, 2023 and 2022 (see Note 10).

Restricted Cash

Restricted cash primarily includes lender reserves required by the Company’s debt agreements and reserves for operating expenses and capital expenditures required by certain of the Company’s management and franchise agreements. At times, restricted cash also includes hotel acquisition or disposition-related earnest money held in escrow reserves pending completion of the associated transaction. In addition, restricted cash as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 included ~~$10.3~~$0.3 million and ~~$10.4~~$10.2 million, respectively, held in escrow related to certain current and potential employee-related obligations of one of the Company’s former hotels and $0.2 million held as collateral for certain letters of credit as of both June 30, 2023 and December 31, 2022 (see Note 11). Restricted cash as of December 31, 2022 also included $3.1 million held in escrow ~~as of both September 30, 2022 and December 31, 2021~~ for the purpose of satisfying any potential employee-related obligations that should arise in connection with the termination of hotel personnel and any employment claim by hotel personnel at the Four Seasons Resort Napa Valley ~~and $0.2 million held as collateral for certain letters of credit as of both September 30, 2022 and December 31, 2021~~ (see Note ~~12)~~11).

Investments in Hotel Properties

Investments in hotel properties, including land, buildings, furniture, fixtures and equipment (“FF&E”) and identifiable intangible assets are recorded at their respective relative fair values for an asset acquisition or at their estimated fair values for a business acquisition. Property and equipment purchased after the hotel acquisition date is recorded at cost. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset,

~~Table of Contents~~

the cost and related accumulated depreciation is removed from the Company’s accounts and any resulting gain or loss is included in the consolidated statements of operations.

Depreciation expense is based on the estimated life of the Company’s assets. The life of the assets is based on a number of assumptions, including the cost and timing of capital expenditures to maintain and refurbish the Company’s hotels, as well as specific market and economic conditions. Hotel properties are depreciated using the straight-line method over estimated useful lives primarily ranging from five years to 40forty years for buildings and improvements and three years to 12twelve years for FF&E. Finance lease right-of-use assets other than land are depreciated using the straight-line method over the shorter of either their estimated useful life or the life of the related finance lease obligation. Intangible assets are amortized using the straight-line method over the shorter of their estimated useful life or over the length of the related agreement.

The Company’s investment in hotel properties, net also includes initial franchise fees which are recorded at cost and amortized using the straight-line method over the terms of the franchise agreements ranging from 15fifteen years to 20twenty years. All other franchise fees that are based on the Company’s results of operations are expensed as incurred.

While the Company believes its estimates are reasonable, a change in the estimated lives could affect depreciation expense and net income or the gain or loss on the sale of any of the Company’s hotels. The Company has not changed the useful lives of any of its assets during the periods discussed.

Impairment losses are recorded on ~~long-lived assets~~investments in hotel properties to be held and used by the Company when indicators of impairment are present and the future undiscounted net cash flows, including potential sale proceeds, expected to be generated by those assets based on the Company’s anticipated investment horizon, are less than the assets’ carrying amount. The Company evaluates its ~~long-lived assets~~investments in hotel properties to determine if there are indicators of impairment on a quarterly basis. No single indicator would necessarily result in the Company preparing an estimate to determine if a hotel’s future undiscounted cash flows are less than the ~~book~~carrying value of the hotel. The Company uses judgment to determine if the severity of any single indicator, or the fact there are a number of indicators of less severity that when combined, would result in an indication that a hotel requires an estimate of the undiscounted cash flows to determine if an impairment has occurred. The Company considers indicators of impairment such as, but not limited to, hotel disposition strategy and hold period, a significant decline in operating results not related to renovations or repositioning, physical damage to the property due to unforeseen events such as natural disasters, and an estimate or belief that the fair value is less than the carrying value. The Company performs an analysis to determine the recoverability of the hotel by comparing the future undiscounted cash flows expected to be generated by the hotel to the hotel’s carrying amount.

If a hotel is considered to be impaired, the related assets are adjusted to their estimated fair value and an impairment loss is recognized. The ~~impairment loss recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The~~ Company performs a fair value assessment using ~~one or more~~valuation techniques such as discounted cash ~~flow analyses~~flows and comparable sales transactions in the market to estimate the fair value of the hotel ~~taking into account the hotel’s expected cash flow from operations, the Company’s estimate of how long it will own the hotel~~ and, ~~the~~if appropriate and available, current estimated net sales proceeds from the disposition of the hotel. When multiple cash flow analyses are prepared, a probability is assigned to each cash flow analysis based upon the estimated likelihood of each scenario occurring. The factors addressed in determining estimated proceeds from disposition include anticipated operating cash flow in the year of disposition and terminal capitalization rate.pending offers. The Company’s judgment is required in determining the discount rate, ~~applied to estimated cash flows,~~terminal capitalization rate, the estimated growth of revenues and expenses, net operating income and margins, ~~the need for capital expenditures,~~ as well as specific market and economic conditions. Based on the Company’s review, no hotels were impaired during either the three or ~~nine~~six months ended ~~September~~June 30, 2023 and 2022. ~~In September 2021, the Company recognized a $1.0 million impairment loss on the Hilton New Orleans St. Charles due to Hurricane Ida-related damage at the hotel (see Note 12).~~

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Fair value represents the amount at which an asset could be bought or sold in a current transaction between willing parties, that is, other than a forced or liquidation sale. The estimation process involved in determining if assets have been impaired and in the determination of fair value is inherently uncertain because it requires estimates of current market yields as well as future events and conditions. Such future events and conditions include economic and market conditions, as well as the availability of suitable financing. The realization of the Company’s investment in hotel properties is dependent upon future uncertain events and conditions and, accordingly, the actual timing and amounts realized by the Company may be materially different from their estimated fair values.

Leases

The Company determines if a contract is a lease at inception. Leases with an initial term of 12twelve months or less are not recorded on the balance sheet. Expense for these short-term leases is recognized on a straight-line basis over the lease term. For leases with an initial term greater than 12twelve months, the Company records a right-of-use (“ROU”) asset and a corresponding lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease obligations represent the Company’s obligation to make fixed lease payments as stipulated by the lease. The Company has elected to not separate lease components from nonlease components, resulting in the Company accounting for lease and nonlease components as one single lease component.

Leases are accounted for using a dual approach, classifying leases as either operating or financing based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the Company. This classification determines whether the lease expense is recognized on a straight-line basis over the term of the lease for operating leases or based on an effective interest method for finance leases.

~~Table of Contents~~

Lease ROU assets are recognized at the lease commencement date and include the amount of the initial operating lease obligation, any lease payments made at or before the commencement date, excluding any lease incentives received, and any initial direct costs incurred. For leases that have extension options that the Company can exercise at its discretion, management uses judgment to determine if it is reasonably certain that the Company will in fact exercise such option. If the extension option is reasonably certain to occur, the Company includes the extended term’s lease payments in the calculation of the respective lease liability. None of the Company’s leases contain any material residual value guarantees or material restrictive covenants.

Lease obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”) based on information available at the commencement date in determining the present value of lease payments over the lease term. The IBR is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In order to estimate the Company’s IBR, the Company first looks to its own unsecured debt offerings, and adjusts the rate for both length of term and secured borrowing using available market data as well as consultations with leading national financial institutions that are active in the issuance of both secured and unsecured notes.

The Company reviews its right-of-use assets for indicators of impairment. If such assets are considered to be impaired, the related assets are adjusted to their estimated fair value and an impairment loss is recognized. The impairment loss recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Based on the Company’s review, no ~~operating or finance lease~~ ROU assets were impaired during either the three or ~~nine~~six months ended ~~September~~June 30, ~~2022 or 2021.~~

~~Noncontrolling Interest~~

In June 2022, the Company acquired the 25.0% outside equity interest in the Hilton San Diego Bayfront (see Note 3). Prior to this acquisition, the noncontrolling interest reported in the accompanying consolidated financial statements consisted of a third-party’s 25.0% ownership interest in the Hilton San Diego Bayfront. Noncontrolling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Such noncontrolling interest is reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations, revenues, expenses2023 and net income or loss from the less-than-wholly owned subsidiary are reported at their consolidated amounts, including both the amounts attributable to the Company and the noncontrolling interest. Income or loss is allocated to the noncontrolling interest based on its weighted average ownership percentage for the applicable period. The consolidated statements of equity include beginning balances, activity for the period and ending balances for each component of stockholders’ equity, noncontrolling interest and total equity.2022.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to hotel guests, which is generally defined as the date upon which a guest occupies a room and/or utilizes the hotel’s services. Room revenue and other occupancy based fees are recognized over a guest’s stay at the previously agreed upon daily rate. Some of the Company’s hotel rooms are booked through independent internet travel intermediaries. If the guest pays the independent internet travel intermediary directly, revenue for the room is recognized by the Company at the price the Company sold the room to the independent internet travel intermediary, less any discount or commission paid. If the guest pays the Company directly, revenue for the room is recognized by the Company on a gross basis, with the related discount or commission recognized in room expense. A majority of the Company’s hotels participate in frequent guest programs sponsored by the hotel brand owners whereby the hotel allows guests to earn loyalty points during their hotel stay. The Company expenses charges associated with these programs as incurred, and recognizes revenue at the amount it will receive from the brand when a guest redeems their loyalty points by staying at one of the Company’s hotels. In addition, some contracts for rooms or food and beverage services require an advance deposit, which the Company records as deferred revenue (or a contract liability) and recognizes once the performance obligations are satisfied. Cancellation fees and attrition fees, which are charged to groups when they do not fulfill their contracted minimum number of room nights or minimum food and beverage spending requirements, are typically recognized as revenue in the period the Company determines it is probable that a significant reversal in the amount of revenue recognized will not occur, which is generally the period in which these fees are collected.

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Food and beverage revenue and other ancillary services revenue are generated when a customer chooses to purchase goods or ~~services separately from a hotel room.~~services. The revenue is recognized when the goods or services are provided to the customer at the amount the Company expects to be entitled to in exchange for those goods or services. For ancillary services provided by third parties, the Company assesses whether it is the principal or the agent. If the Company is the principal, revenue is recognized based upon the gross sales price. If the Company is the agent, revenue is recognized based upon the commission earned from the third party.

Additionally, the Company collects sales, use, occupancy and other similar taxes from customers at its hotels at the time of purchase, which are not included in revenue. The Company records a liability upon collection of such taxes from the customer, and relieves the liability when payments are remitted to the applicable governmental agency.

~~Table of Contents~~

Trade receivables and contract liabilities consisted of the following (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
	(unaudited)				(unaudited)
Trade receivables, net (1)	$	28,487	$	16,055	$	25,211	$	19,751
Contract liabilities (2)	$	51,648	$	40,226	$	51,010	$	50,219

(1)

Trade receivables, net are included in accounts receivable, net on the accompanying consolidated balance sheets.

(2)

Contract liabilities consist of advance deposits and are included in either other current liabilities or other liabilities on the accompanying consolidated balance sheets.

During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized approximately ~~$3.0~~$11.4 million and ~~$0.2~~$8.6 million, respectively, in revenue related to its outstanding contract liabilities. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized approximately ~~$25.4~~$38.9 million and ~~$1.3~~$22.4 million, respectively, in revenue related to its outstanding contract liabilities.

Segment Reporting

The Company considers each of its hotels to be an operating segment and allocates resources and assesses the operating performance for each hotel. Because all of the Company’s hotels have similar economic characteristics, facilities and services, the hotels have been aggregated into one single reportable segment, hotel ownership.

New Accounting Standards and Accounting Changes

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU No. 2020-04”), which provides temporary optional expedients and exceptions to the guidance in GAAP on contract modifications and hedge accounting to ease reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). Contracts that meet the following criteria are eligible for relief from the modification accounting requirements in GAAP: the contract references LIBOR or another rate that is expected to be discontinued due to reference rate reform; the modified terms directly replace or have the potential to replace the reference rate that is expected to be discontinued due to reference rate reform; and any contemporaneous changes to other terms that change or have the potential to change the amount and timing of contractual cash flows must be related to the replacement of the reference rate. For a contract that meets the criteria, the guidance generally allows an entity to account for and present modifications as an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. That is, the modified contract is accounted for as a continuation of the existing contract. ASU No. 2020-04 iswas effective upon issuance, ~~and is~~ applied prospectively from any date beginning March 12, ~~2020. The relief is temporary~~2020, and generally ~~cannot~~could not be applied to contract modifications that ~~occur~~occurred after December 31, 2022. In ~~June~~December 2022, the FASB ~~proposed an accounting standards update to defer~~issued Accounting Standards Update No. 2022-06, “Reference Rate Reform

(Topic 848): Deferral of the Sunset Date of Topic 848” (“ASU No. 2022-06”), which deferred the sunset date from December 31, 2022 to December 31, 2024.

~~Under~~In May 2023, the ~~terms of~~Company repaid the Amended Credit Agreement (see Note 7), the Company’s credit facility, Term Loan 1 and Term Loan 2 are now subject to SOFR rather than LIBOR. The Company’s two interest rate swap derivatives on its term loans either expired in September 2022 or will expire in January 2023. Currently, the Company’s $220.0 million loan secured by the Hilton San Diego Bayfront, which was subject to LIBOR, and ~~its~~the loan’s related interest rate cap derivative, ~~are~~which was also subject to ~~LIBOR.~~LIBOR, was terminated (see Note 4). The loan matures in December 2022; however, the Company has notified the lenders of its election to exercise its remaining one-year option to extend the loan’s maturity to December 2023. The interest rate cap derivative expires in December 2022, and the Company will be required to obtain a new interest rate cap derivative in order to secure the one-year extension on the loan. The adoptionCompany’s adoptions of ASU No. 2020-04 isand ASU No. 2022-06 in the second quarter of 2023 did not ~~expected to~~ have a material impact on ~~the Company’s~~its consolidated financial statements.

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3. Investment in Hotel Properties

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

September 30,

December 31,

2022

2021

(unaudited)

Land

$
672,531

$
604,692
Buildings and improvements

2,780,117

2,729,461
Furniture, fixtures and equipment

423,546

431,780
Intangible assets

42,408

43,117
Construction in progress

65,121

41,260
Investment in hotel properties, gross

3,983,723

3,850,310
Accumulated depreciation and amortization

(1,133,498)

(1,130,294)
Investment in hotel properties, net

$
2,850,225

$
2,720,016

In June 2022, the Company purchased the fee-simple interest in the 339-room The Confidante Miami Beach, Florida for a contractual purchase price of $232.0 million. The acquisition was funded from available cash and with $140.0 million of proceeds received from the Company’s revolving credit facility (see Note 7). As part of the purchase price allocation for The Confidante Miami Beach, the Company allocated $0.5 million to intangible assets related to an in-place lease agreement. The $0.5 million will be amortized over the remaining five-year life of the lease.

In June 2022, the Company acquired the 25.0% noncontrolling partner’s ownership interest in the Hilton San Diego Bayfront for a contractual purchase price of $102.0 million plus 25.0% of closing date working capital and cash. The Company paid a preliminary purchase price of $101.3 million on the closing date based on estimated working capital and cash amounts, with the actual amounts to be determined in the fourth quarter of 2022. Following this acquisition, the Company owns 100% of the hotel. The acquisition was funded from available cash and with $90.0 million of proceeds received from the Company’s revolving credit facility (see Note 7). The transaction was accounted for as an equity transaction. The acquisition date noncontrolling interest balance of $38.8 million was reclassified to additional paid in capital. In addition, the $62.5 million of excess cash paid to acquire the 25.0% noncontrolling partner’s ownership interest was classified as additional paid in capital. No gain or loss was recognized in the accompanying consolidated statements of operations for either the three or nine months ended September 30, 2022 related to the acquisition.

~~4. Disposals~~

In February 2022, the Company sold the Hyatt Centric Chicago Magnificent Mile for net proceeds of $67.2 million, including a $4.0 million deposit received from the buyer of the hotel in December 2021, and recorded a gain of $11.3 million. In March 2022, the Company sold the Embassy Suites Chicago and the Hilton Garden Inn Chicago Downtown/Magnificent Mile for combined net proceeds of $128.1 million and recorded a combined gain of $11.6 million. None of these sales represented a strategic shift that had a major impact on the Company’s business plan or its primary markets; therefore none of the hotels qualified as a discontinued operation.



	June 30,		December 31,
	2023		2022
	(unaudited)
Land	$	672,623	$	672,531
Buildings and improvements		2,808,999		2,793,771
Furniture, fixtures and equipment		432,326		426,189
Intangible assets		42,187		42,187
Construction in progress		104,398		71,689
Investment in hotel properties, gross		4,060,533		4,006,367
Accumulated depreciation and amortization		(1,229,794)		(1,165,439)
Investment in hotel properties, net	$	2,830,739	$	2,840,928

5.4. Fair Value Measurements and Interest Rate Derivatives

Fair Value Measurements

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable and accounts payable and accrued expenses were representative of their fair values due to the short-term maturity of these instruments.

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


Level 1	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2	Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3	Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

As of both June 30, 2023 and December 31, 2022, the Company measured its interest rate derivatives at fair value on a recurring basis. The Company estimated the fair value of its interest rate derivatives using Level 2 measurements based on quotes obtained from the counterparties, which are based upon the consideration that would be required to terminate the agreements.

Fair Value of Debt

As of June 30, 2023 and December 31, 2022, 51.2% and 42.4%, respectively, of the Company’s outstanding debt had fixed interest rates, including the effects of interest rate swap derivatives and forward starting interest rate swap derivatives. The Company uses Level 3 measurements to estimate the fair value of its debt by discounting the future cash flows of each instrument at estimated market rates.

The Company’s principal balances and fair market values of its consolidated debt as of June 30, 2023 (unaudited) and December 31, 2022 were as follows (in thousands):


	June 30, 2023				December 31, 2022
	Carrying Amount (1)		Fair Value (2)		Carrying Amount (1)		Fair Value (2)
Debt	$	820,100	$	801,197	$	816,136	$	809,141

(1)

The principal balance of debt is presented before any unamortized deferred financing costs.

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(2)

Due to prevailing market conditions and the current uncertain economic environment, actual interest rates could vary materially from those estimated, which would result in variances in the Company’s calculations of the fair market value of its debt.

Interest Rate Derivatives

The Company’s interest rate derivatives, which are not designated as effective cash flow hedges, consisted of the following at June 30, 2023 (unaudited) and December 31, 2022 (in thousands):

Estimated Fair Value of Assets (1)

Strike / Capped

Effective

Maturity

Notional

June 30,

December 31,

Hedged Debt

Type

Rate

Index

Date

Amount

2023

2022

Hilton San Diego Bayfront

Cap

6.000

1-Month LIBOR

December 9, 2022

December 9, 2023

N/A

Term Loan 1

Swap

3.675

CME Term SOFR

March 17, 2023

March 17, 2026

75,000

1,438

N/A

Term Loan 1

Swap

3.931

CME Term SOFR

September 14, 2023

September 14, 2026

100,000

709

N/A

Term Loan 2

Swap

1.853

1-Month LIBOR

January 29, 2016

January 31, 2023

N/A

208

2,147

268

(1)

In May 2023, the cap derivative was terminated in conjunction with the Company’s repayment of the loan secured by the Hilton San Diego Bayfront (see Note 6). The fair value of the cap derivative is included in prepaid expenses and other current assets on the accompanying consolidated balance sheet as of December 31, 2022. The Term Loan 1 swap derivatives are included in other assets on the accompanying consolidated balance sheet as of June 30, 2023. The fair value of the Term Loan 2 swap derivative is included in prepaid expenses and other current assets on the accompanying consolidated balance sheet as of December 31, 2022.

Noncash changes in the fair values of the Company’s interest rate derivatives resulted in decreases to interest expense for the three and six months ended June 30, 2023 and 2022 as follows (unaudited and in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Noncash interest on derivatives, net	$	(3,711)	$	(1,023)	$	(1,879)	$	(2,865)

5. Other Assets

Other assets, net consisted of the following (in thousands):


	June 30,		December 31,
	2023		2022
	(unaudited)
Property and equipment, net	$	3,514	$	3,685
Deferred rent on straight-lined third-party tenant leases		2,289		2,413
Liquor licenses		930		933
Interest rate swap derivatives		2,147		—
Other		439		836
Total other assets, net	$	9,319	$	7,867

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~~Level 3~~	Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

As of both September 30, 2022 and December 31, 2021, the Company measured its interest rate derivatives at fair value on a recurring basis. The Company estimated the fair value of its interest rate derivatives using Level 2 measurements based on quotes obtained from the counterparties, which are based upon the consideration that would be required to terminate the agreements.6. Notes Payable

~~Fair Value of Debt~~

As of September 30, 2022 and December 31, 2021, 42.4% and 64.0%, respectively, of the Company’s outstanding debt had fixed interest rates, including the effects of interest rate swap agreements. The Company uses Level 3 measurements to estimate the fair value of its debt by discounting the future cash flows of each instrument at estimated market rates.

~~The Company’s principal balances and fair market values of its consolidated debt as of September 30, 2022 (unaudited) and December 31, 2021 were as follows (in thousands):~~

September 30, 2022

December 31, 2021

Carrying Amount (1)

Fair Value (2)

Carrying Amount (1)

Fair Value (2)
Debt
$
816,647

$
798,323

$
611,437

$
590,359

~~(1)~~

~~The principal balance of debt is presented before any unamortized deferred financing costs.~~

~~(2)~~

Due to prevailing market conditions and the uncertain economic environment caused by the COVID-19 pandemic, actual interest rates could vary materially from those estimated, which would result in variances in the Company’s calculations of the fair market value of its debt.

~~Interest Rate Derivatives~~

~~The Company’s interest rate derivatives, which are not designated as effective cash flow hedges,~~Notes payable consisted of the following ~~at September 30, 2022 (unaudited) and December 31, 2021~~ (in thousands):


									Estimated Fair Value of Assets (Liabilities) (1)									Balance Outstanding as of
		Strike / Capped			Effective	Maturity	Notional		September 30,		December 31,				Interest Rate			June 30,		December 31,
Hedged Debt	Type	Rate		Index	Date	Date	Amount		2022		2021
													Rate Type		at June 30, 2023		Maturity Date	2023		2022
																		(unaudited)
Mortgage Loans
Hilton San Diego Bayfront	Cap	6.000	%	1-Month LIBOR	December 9, 2021	December 15, 2022	$	220,000	$	—	$	3	Partially fixed	(1)	N/A		December 9, 2023	$	—	$	220,000
JW Marriott New Orleans													Fixed		4.15	%	December 11, 2024		75,100		76,136
Total mortgage loans																		$	75,100	$	296,136
Unsecured Corporate Credit Facilities
Term Loan 1	Swap	1.591	%	1-Month LIBOR	October 29, 2015	September 2, 2022	$	85,000		N/A		(744)	Partially fixed	(2)	5.94	%	July 25, 2027	$	175,000	$	175,000
Term Loan 2	Swap	1.853	%	1-Month LIBOR	January 29, 2016	January 31, 2023	$	100,000		679		(1,484)	Variable	(3)	6.59	%	January 25, 2028		175,000		175,000
									$	679	$	(2,225)
Term Loan 3													Variable	(4)	6.59	%	May 1, 2025		225,000		—
Total unsecured corporate credit facilities																		$	575,000	$	350,000
Unsecured Senior Notes
Series A													Fixed		4.69	%	January 10, 2026	$	65,000	$	65,000
Series B													Fixed		4.79	%	January 10, 2028		105,000		105,000
Total unsecured senior notes																		$	170,000	$	170,000
Total notes payable																		$	820,100	$	816,136

(1)

The ~~fair values of~~mortgage loan secured by the Hilton San Diego Bayfront was repaid on May 9, 2023, using proceeds received from the Company’s Term Loan 3. The mortgage loan was subject to an interest rate cap derivative ~~are included in prepaid expenses and other current assets~~(see Note 4). The effective interest rate on the ~~accompanying consolidated balance sheets~~loan was 5.571% at December 31, 2022.

(2)

Term Loan 1 is subject to two interest rate swap derivatives (see Note 4). The variable interest rate is based on a pricing grid with a range of 1.35% to 2.20%, depending on the Company’s leverage ratios, plus SOFR and a 0.10% adjustment. In May 2023, the pricing grid was reduced by 0.02% to a range of 1.33% to 2.18% as ~~of both September~~the Company achieved the 2022 sustainability performance metric specified in the Second Amended Credit Agreement. The reduction in the pricing grid will be evaluated annually and is subject to the Company’s continued ability to satisfy its sustainability metric. The effective interest rates on the term loan were 5.94% and 5.82% at June 30, ~~2022~~2023 and December 31, ~~2021. The Term Loan 1 swap derivative expired in September 2022. The fair value of the~~ 2022, respectively.

(3)

Term Loan 2 was subject to an interest rate swap derivative until the swap expired in January 2023 (see Note 4). The variable interest rate is ~~included in prepaid expenses and other current assets~~based on a pricing grid with a range of 1.35% to 2.20%, depending on the ~~accompanying consolidated balance sheet~~Company’s leverage ratios, plus SOFR and a 0.10% adjustment. In May 2023, the pricing grid was reduced by 0.02% to a range of 1.33% to 2.18% as ~~of September~~the Company achieved the 2022 sustainability performance metric specified in the Second Amended Credit Agreement. The reduction in the pricing grid will be evaluated annually and is subject to the Company’s continued ability to satisfy its sustainability metric. The effective interest rates on the term loan were 6.59% and 4.27% at June 30, ~~2022. As of~~2023 and December 31, ~~2021,~~2022, respectively.

(4)

On May 1, 2023, the ~~fair values~~Company entered into a term loan agreement (“Term Loan 3”) and drew a total of ~~both swap derivatives are included in other current liabilities and other liabilities, respectively,~~$225.0 million, of which $220.0 million was used to repay the mortgage loan secured by the Hilton San Diego Bayfront. The variable interest rate is based on a pricing grid with a range of 1.35% to 2.20%, depending on the ~~accompanying consolidated balance sheet.~~Company’s leverage ratios, plus SOFR and a 0.10% adjustment. Term Loan 3 matures on May 1, 2025, with a one-time option to extend the loan by twelve months to May 1, 2026 upon the payment of applicable fees and the satisfaction of certain customary conditions. The Company also has the right to increase Term Loan 3 in an amount up to $50.0 million, for an aggregate facility of $275.0 million from lenders that are willing at such time to provide such increase. The effective interest rate on the term loan was 6.59% at June 30, 2023.

Noncash changes in the fair values of the Company’s interest rate derivatives resulted in decreases to interest expense for the three and nine months ended September 30, 2022 and 2021 as follows (unaudited and in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Noncash interest on derivatives, net

$
(39)

$
(616)

$
(2,904)

$
(2,194)

As of June 30, 2023, the Company had no amount outstanding on its credit facility, with $500.0 million of capacity available for borrowing under the facility. The Company’s ability to draw on the credit facility is subject to the Company’s compliance with various financial covenants.

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~~6. Other Assets~~

~~Other assets,~~Notes payable on the Company’s accompanying consolidated balance sheets are presented net ~~consisted~~ of ~~the following~~deferred financing costs as follows (in thousands):

September 30,

December 31,

2022

2021

(unaudited)

Property and equipment, net

$
5,113

$
5,912
Deferred rent on straight-lined third-party tenant leases

2,103

2,455
Liquor licenses

928

826
Other receivables

715

3,914
Other

86

89
Total other assets, net

$
8,945

$
13,196


	June 30,		December 31,
	2023		2022
	(unaudited)
Current portion of notes payable	$	2,122	$	222,086
Less: current portion of deferred financing costs		(57)		(56)
Carrying value of current portion of notes payable	$	2,065	$	222,030

Notes payable, less current portion	$	817,978	$	594,050
Less: long-term portion of deferred financing costs		(5,212)		(3,399)
Carrying value of notes payable, less current portion	$	812,766	$	590,651

Interest Expense

Total interest incurred and expensed on the notes payable and finance lease obligation was as follows (unaudited and in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Interest expense on debt and finance lease obligation	$	12,259	$	6,290	$	23,676	$	12,533
Noncash interest on derivatives, net		(3,711)		(1,023)		(1,879)		(2,865)
Amortization of deferred financing costs		675		671		1,220		1,351
Total interest expense	$	9,223	$	5,938	$	23,017	$	11,019

7. ~~Notes Payable~~Other Current Liabilities and Other Liabilities

~~Notes payable~~Other Current Liabilities

Other current liabilities consisted of the following (in thousands):

September 30,

December 31,

2022

2021

(unaudited)

Note payable requiring payments of interest only, bearing a blended rate of one-month LIBOR plus 105 basis points, resulting in effective interest rates of 3.824% and 1.140% at September 30, 2022 and December 31, 2021, respectively; matures on December 9, 2022 with notice provided to the lenders of intent to exercise remaining one-year option to extend (subject to a 25 basis point increase in the LIBOR spread). The note is collateralized by a first deed of trust on one hotel property.

$
220,000

$
220,000
Note payable requiring payments of interest and principal, with a fixed rate of 4.15%; matures on December 11, 2024. The note is collateralized by a first deed of trust on one hotel property.

76,647

78,137
Unsecured Term Loan 1 requiring payments of interest only with a blended interest rate based on a pricing grid with a range of 135 to 220 basis points, depending on the Company's leverage ratios, plus SOFR and 10 basis points, resulting in an effective interest rate of 4.597% at September 30, 2022, and a range of 135 to 235 basis points, depending on the Company's leverage ratios, plus the greater of one-month LIBOR or 25 basis points as of December 31, 2021. LIBOR was swapped to a fixed rate of 1.591%, resulting in an effective interest rate of 3.941% at December 31, 2021. Matures on July 25, 2027.

175,000

19,400
Unsecured Term Loan 2 requiring payments of interest only, with a blended interest rate based on a pricing grid with a range of 135 to 220 basis points, depending on the Company's leverage ratios, plus SOFR and 10 basis points as of September 30, 2022, and a range of 135 to 235 basis points, depending on the Company's leverage ratios, plus the greater of one-month LIBOR or 25 basis points as of December 31, 2021. LIBOR was swapped to a fixed rate of 1.853%, resulting in effective interest rates of 3.628% and 4.203% at September 30, 2022 and December 31, 2021, respectively. Matures on January 25, 2028.

175,000

88,900
Unsecured Series A Senior Notes requiring semi-annual payments of interest only, bearing interest at 5.94%. Matures on January 10, 2026.

65,000

90,000
Unsecured Series B Senior Notes requiring semi-annual payments of interest only, bearing interest at 6.04%. Matures on January 10, 2028.

105,000

115,000
Total notes payable

$
816,647

$
611,437

Current portion of notes payable

$
2,145

$
21,401
Less: current portion of deferred financing costs

(57)

(707)
Carrying value of current portion of notes payable

$
2,088

$
20,694

Notes payable, less current portion

$
814,502

$
590,036
Less: long-term portion of deferred financing costs

(3,593)

(1,295)
Carrying value of notes payable, less current portion

$
810,909

$
588,741


	June 30,		December 31,
	2023		2022
	(unaudited)
Property, sales and use taxes payable	$	10,582	$	7,500
Accrued interest		6,260		6,915
Advance deposits		44,088		44,224
Management fees payable		1,329		1,584
Other		4,222		4,990
Total other current liabilities	$	66,481	$	65,213

Other Liabilities

Other liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2023		2022
	(unaudited)
Deferred revenue	$	7,000	$	6,088
Deferred rent		2,065		2,718
Other		2,079		3,151
Total other liabilities	$	11,144	$	11,957

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In February 2022, the Company used a portion of the proceeds received from the disposition of the Hyatt Centric Chicago Magnificent Mile to repay $25.0 million of its unsecured Series A Senior Notes and $10.0 million of its unsecured Series B Senior Notes, resulting in remaining balances of $65.0 million and $105.0 million, respectively, as of September 30, 2022. In conjunction with the repayments, the Company recorded a $0.2 million loss on extinguishment of debt related to the write-off of deferred financing costs.

In March 2022, the Company elected to early terminate the covenant relief period related to its unsecured debt, having satisfied the financial covenants stipulated in the 2020 and 2021 amendments to its unsecured debt agreements (the “Unsecured Debt Amendments”) for the quarter ended December 31, 2021. The Unsecured Debt Amendments were scheduled to provide covenant relief through the end of the third quarter of 2022, with quarterly testing resuming for the period ending September 30, 2022. Following the Company’s early termination of the covenant relief period in March 2022, the original financial covenants on its unsecured debt agreements were to be phased-in over the following five quarters to ease compliance. By exiting the covenant relief period, the Company is no longer subject to the additional restrictions on debt issuance and repayment, capital investment, share repurchases and dividend distributions that were imposed as part of the Unsecured Debt Amendments.

In June 2022, the Company drew a total of $230.0 million under the revolving portion of its credit facility to fund the acquisitions of The Confidante Miami Beach and the 25.0% noncontrolling interest in the Hilton San Diego Bayfront (see Note 3).

In July 2022, the Company entered into a Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) which expanded its unsecured borrowing capacity and extended the maturity of the Company’s two unsecured term loans. The Amended Credit Agreement increased the balances of both Term Loan 1 and Term Loan 2 to $175.0 million each from $19.4 million and $88.9 million, respectively. In addition, the maturity dates were extended to July 2027 and January 2028 for Term Loan 1 and Term Loan 2, respectively. Under the Amended Credit Agreement, the term loans bear interest pursuant to a leverage-based pricing grid ranging from 135 basis points to 220 basis points over the applicable adjusted term SOFR.

In July 2022, the Company utilized the proceeds received from the incremental borrowing on the term loans to fully repay the $230.0 million that was outstanding on its revolving credit facility. The Amended Credit Agreement continues to provide for a $500.0 million revolving credit facility, with two six-month extension options, which would result in an extended maturity of ~~July 2027~~. Under the Amended Credit Agreement, the revolving credit facility bears interest pursuant to a leverage-based pricing grid ranging from 140 basis points to 225 basis points over the applicable adjusted term SOFR. As of September 30, 2022, the Company had no amount ~~outstanding~~ on its credit facility, with $500.0 million of capacity available for borrowing under the facility. The Company’s ability to draw on the credit facility is subject to the Company’s compliance with various financial covenants.

Certain of the Company’s loan agreements contain cash trap provisions that may be triggered if the performance of the hotels securing the loans decline. These provisions were triggered in January 2021 for the loan secured by the JW Marriott New Orleans and in May 2021 for the loan secured by the Hilton San Diego Bayfront. In April 2022, the loan secured by the Hilton San Diego Bayfront exited the cash trap, and in October 2022, the Company notified the lender for the loan secured by the JW Marriott New Orleans that it had met the criteria to exit the cash trap. As of September 30, 2022, no ~~excess cash generated by the JW Marriott New Orleans was held in a lockbox account for the benefit of the lender.~~

~~Interest Expense~~

~~Total interest incurred and expensed on the notes payable and finance lease obligation was as follows (unaudited and in thousands):~~

Three Months Ended September 30,

Nine Months Ended September 30,


2022

2021

2022

2021
Interest expense on debt and finance lease obligation

$
8,719

$
7,864

$
21,252

$
23,684
Noncash interest on derivatives, net

(39)

(616)

(2,904)

(2,194)
Amortization of deferred financing costs

589

735

1,940

2,207
Total interest expense

$
9,269

$
7,983

$
20,288

$
23,697

~~Table of Contents~~

8. ~~Other Current Liabilities and Other Liabilities~~

~~Other Current Liabilities~~

~~Other current liabilities consisted of the following (in thousands):~~

September 30,

December 31,

2022

2021

(unaudited)

Property, sales and use taxes payable

$
14,538

$
12,591
Accrued interest

3,832

6,858
Advance deposits

44,673

33,750
Interest rate swap derivative

—

744
Management fees payable

1,297

1,691
Other

4,580

3,250
Total other current liabilities

$
68,920

$
58,884

~~Other Liabilities~~

~~Other liabilities consisted of the following (in thousands):~~

September 30,

December 31,

2022

2021

(unaudited)

Deferred revenue

$
7,076

$
6,598
Interest rate swap derivative

—

1,484
Other

2,499

3,574
Total other liabilities

$
9,575

$
11,656

9. Leases

As of both ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had operating leases for ground, office, equipment and airspace leases with maturity dates ranging from 2024 through 2097, excluding renewal options. Including renewal options available to the Company, the lease maturity date extends to 2147.

Operating leases were included on the Company’s consolidated balance sheets as follows (in thousands):


	September 30,			December 31,		June 30,			December 31,
	2022			2021		2023			2022
	(unaudited)					(unaudited)
Right-of-use assets, net	$	17,866		$	23,161	$	14,999		$	15,025

Accounts payable and accrued expenses	$	5,678		$	5,586	$	4,745		$	4,652
Lease obligations, less current portion		18,349			25,120		14,267			14,360
Total lease obligations	$	24,027		$	30,706	$	19,012		$	19,012

Weighted average remaining lease term		33 years					33 years
Weighted average discount rate		5.0	%				5.3	%

~~As of December 31, 2021,~~In January 2023, the Company ~~had an~~relocated its corporate headquarters and recognized a $2.2 million operating lease related to certain office and parking space at the Hilton Garden Inn Chicago Downtown/Magnificent Mile. Upon the hotel’s sale in March 2022 (see Note 4), the Company was no longer obligated under the operating lease and the related $2.3 million right-of-use asset ~~net~~ and ~~$2.6 million lease obligation were removed from the Company’s consolidated balance sheet.~~

~~As of December 31, 2021, the Company also had a finance lease related to the building occupied by the Hyatt Centric Chicago Magnificent Mile. The~~ related lease obligation and right-of-use asset, net were classified as held for sale on the accompanying consolidated balance sheet as of December 31, 2021. Upon the hotel’s sale in February 2022 (see Note 4), the Company was no longer

~~Table of Contents~~

~~obligated under the building lease and the related $44.7 million right-of-use asset, net and $15.6 million finance lease obligation were removed from the Company’s consolidated balance sheet.~~obligation.

The components of lease expense were as follows (unaudited and in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Finance lease cost (1):
Amortization of right-of-use asset	$	—	$	368	$	—	$	1,103
Interest on lease obligation		—		351		117		1,053	$	—	$	—	$	—	$	117
Operating lease cost		1,325		1,382		4,041		4,068		1,349		1,327		2,708		2,716
Variable lease cost (2)		2,241		—		5,100		13		2,197		1,978		4,283		2,859
Sublease income (3)										(297)		—		(594)		—
Total lease cost	$	3,566	$	2,101	$	9,258	$	6,237	$	3,249	$	3,305	$	6,397	$	5,692

(1)

Finance lease cost for the ~~nine~~three months ended ~~September~~June 30, 2022 ~~and the three and nine months ended September 30, 2021~~ included expenses for the Hyatt Centric Chicago Magnificent Mile’s finance lease obligation before the hotel’s sale in February ~~2022 (see Note 4).~~2022.

(2)

Several of the Company’s hotels pay percentage rent, which is calculated on operating revenues above certain thresholds.

(3)

During the fourth quarter of 2022, the Company entered into a sublease agreement on its previous corporate headquarters, which became effective in January 2023. Sublease income is included in corporate overhead in the accompanying consolidated statement of operations for the three and six months ended June 30, 2023.

~~10.~~9. Stockholders’ Equity

Series G Cumulative Redeemable Preferred Stock

Contemporaneous with the Company’s April 2021 purchase of the Montage Healdsburg, the Company issued 2,650,000 shares of its Series G Cumulative Redeemable Preferred Stock (“Series G preferred stock”) to the hotel’s seller as partial payment of the hotel. The Series G preferred stock, which is callable at its $25.00 redemption price plus accrued and unpaid dividends by the Company at any time, accrues dividends at an initial rate equal to the Montage Healdsburg’s annual net operating income yield on the Company’s investment in the resort. The annual dividend rate is expected to increase in ~~2023~~2024 to the greater of 3.0% or the rate equal to the Montage Healdsburg’s annual net operating income yield on the Company’s total investment in the resort. The Series G preferred stock is not convertible into any other security.

Series H Cumulative Redeemable Preferred Stock

In May 2021, the Company issued 4,600,000 shares of its 6.125% Series H Cumulative Redeemable Preferred Stock (“Series H preferred stock”) with a liquidation preference of $25.00. On or after May 24, 2026, the Series H preferred stock will be redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Upon the occurrence of a change of control, as defined by

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the Articles Supplementary for Series H preferred stock, the Company may at its option redeem the Series H preferred stock for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. If the Company chooses not to redeem the Series H preferred stock upon the occurrence of a change of control, holders of the Series H preferred stock may convert their preferred shares into shares of the Company’s common stock.

Series I Cumulative Redeemable Preferred Stock

In July 2021, the Company issued 4,000,000 shares of its 5.70% Series I Cumulative Redeemable Preferred Stock (“Series I preferred stock”) with a liquidation preference of $25.00. On or after July 16, 2026, the Series I preferred stock will be redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Upon the occurrence of a change of control, as defined by the Articles Supplementary for Series I preferred stock, the Company may at its option redeem the Series I preferred stock for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. If the Company chooses not to redeem the Series I preferred stock upon the occurrence of a change of control, holders of the Series I preferred stock may convert their preferred shares into shares of the Company’s common stock.

Common Stock

Stock Repurchase Program. In February 2021, the Company’s board of directors reauthorized the Company’s existing stock repurchase program, allowing the Company to acquire up to $500.0 million of the Company’s common and preferred stock. The stock repurchase program has no stated expiration date. ~~During~~In February 2023, the ~~third quarter~~Company’s board of directors reauthorized the existing stock repurchase program and ~~first nine months~~restored the $500.0 million of ~~2022,~~aggregate common and preferred stock allowed to be repurchased under the ~~Company repurchased~~program.

~~Table~~Details of ~~Contents~~the Company’s repurchases were as follows (dollars in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Number of common shares repurchased		301,461		3,235,958		2,266,384		7,114,983
Cost, including fees and commissions	$	2,855	$	34,515	$	21,481	$	77,980
Number of preferred shares repurchased		—		—		—		—

~~880,577 shares and 7,995,560 shares~~

As of ~~its common stock, respectively, for $8.7~~June 30, 2023, $489.5 million ~~and $86.6 million, respectively, including fees and commissions, leaving $413.5 million remaining~~remains available for repurchase under the stock repurchase program. Future repurchases will depend on various factors, including the Company’s capital needs and restrictions under its various financing agreements, as well as the price of the Company’s common and preferred stock.

ATM Agreements. In February 2017, the Company entered into separate “At the Market” Agreements (the ~~“ATM~~“2017 ATM Agreements”) with ~~each of BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.~~several financial institutions. In accordance with the terms of the 2017 ATM Agreements, the Company could from time to time offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million. In February 2023, the Company’s board of directors reauthorized the $300.0 million 2017 ATM Agreements, or new similar agreements.

In March 2023, the Company terminated the 2017 ATM Agreements and entered into similar separate “At the Market” Agreements (the “2023 ATM Agreements”) with several financial institutions. In accordance with the terms of the 2023 ATM Agreements, the Company may from time to time offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million. ~~In February 2022, the Company’s board of directors reauthorized the $300.0 million ATM Agreements, or new similar agreements.~~ No common stock was issued under either the 2017 ATM Agreements or the 2023 ATM Agreements during the ~~first nine~~three and six months ofended June 30, 2023 and 2022, leaving $300.0 million available for sale.

~~11. Long-Term~~10. Incentive Award Plan

The Company’s ~~Long-Term~~ Incentive Award Plan ~~(“LTIP”~~(the “Plan”) provides for granting discretionary awards to ~~directors, officers~~employees, consultants and ~~eligible employees.~~non-employee directors. The awards may be made in the form of ~~incentive or nonqualified stock~~ options, restricted ~~shares~~stock awards, dividend equivalents, stock payments, restricted stock units, other incentive awards, LTIP units or ~~units, performance shares or units,~~ share appreciation rights, or any combination thereof. As of September 30, 2022, the Company’s issued and outstanding awards consist of both time-based and performance-based restricted stock grants. Time-based restricted shares generally vest over periods ranging from three years to five years from the date of grant. Performance-based restricted shares generally vest based on the Company’s total relative shareholder return and achievement of pre-determined stock price targets during performance periods ranging from two years to five years.rights.

Should a stock grant be forfeited prior to its vesting, the shares covered by the stock grant are added back to the ~~LTIP~~Plan and remain available for future issuance. Shares of common stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligations upon the vesting of a stock grant are not added back to the ~~LTIP.~~Plan.

~~Compensation expense related to awards of restricted~~Restricted shares and units are measured at fair value on the date of grant and amortized as compensation expense over the relevant requisite service period or derived service period. The Company has elected to account for forfeitures as they occur.

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As of both June 30, 2023 and 2022, the Company’s issued and outstanding awards consisted of both time-based and performance-based restricted stock grants. The Company’s amortization expense, including forfeitures related to restricted shares was as follows (unaudited and in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Amortization expense, including forfeitures	$	2,230	$	3,165	$	8,661	$	10,576	$	3,325	$	2,853	$	5,752	$	6,431

Capitalized compensation cost (1)	$	120	$	124	$	361	$	366	$	117	$	118	$	235	$	241

(1)

The Company capitalizes compensation costs related to restricted shares granted to certain employees whose work is directly related to the Company’s capital investment in its hotels.

Restricted Stock Awards

The Company’s restricted stock awards are time-based restricted shares that generally vest over periods ranging from three years to five years from the date of grant. The following is a summary of non-vested restricted stock award activity for the six months ended June 30, 2023:


		Weighted-Average
		Grant Date
	Number of Shares	Fair Value
Unvested at January 1, 2023	1,289,146	$	11.65
Granted	450,964	$	10.58
Vested	(699,652)	$	11.76
Forfeited	(7,894)	$	11.14
Unvested at June 30, 2023	1,032,564	$	11.11

Restricted Stock Units

The Company’s restricted stock units are performance-based restricted shares that generally vest based on the Company’s total relative shareholder return and the achievement of pre-determined stock price targets during performance periods ranging from two years to five years. The following is a summary of non-vested restricted stock unit activity, at target performance, for the six months ended June 30, 2023:


		Weighted-Average
	Target Number	Grant Date
	of Shares	Fair Value
Unvested at January 1, 2023	612,584	$	10.40
Granted	463,576	$	11.07
Unvested at June 30, 2023	1,076,160	$	10.69

The restricted stock units granted during the first six months of 2023 vest based on the Company’s total relative shareholder return following a three year performance period. The number of shares that may become vested ranges from zero to 200%. The grant date fair values of the restricted stock units were determined using a Monte Carlo simulation model with the following assumptions:


Expected volatility	38.0	%
Dividend yield (1)	—
Risk-free rate	4.18	%
Expected term	3 years

(1)

Dividend equivalents are assumed to be reinvested in shares of the Company’s common stock and dividend equivalents will only be paid to the extent the award vests.

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~~12.~~11. Commitments and Contingencies

Management Agreements

Management agreements with the Company’s third-party hotel managers currently require the Company to pay between 2.0% and 3.0% of total revenue of the managed hotels to the third-party managers each month as a basic management fee. In addition to basic management fees, provided that certain operating thresholds are met, the Company may also be required to pay incentive management fees to certain of its third-party managers.

Total basic management and incentive management fees were included in other property-level expenses on the Company’s consolidated statements of operations as follows (unaudited and in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,


2022

2021

2022

2021
Basic management fees

$
6,695

$
4,391

$
18,310

$
8,767
Incentive management fees

736

687

5,361

687
Total basic and incentive management fees

$
7,431

$
5,078

$
23,671

$
9,454

~~Table of Contents~~


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic management fees	$	7,599	$	6,946	$	14,327	$	11,615
Incentive management fees		2,415		3,067		5,942		4,625
Total basic and incentive management fees	$	10,014	$	10,013	$	20,269	$	16,240

License and Franchise Agreements

The Company has entered into license and franchise agreements related to certain of its hotels. The license and franchise agreements require the Company to, among other things, pay monthly fees that are calculated based on specified percentages of certain revenues. The license and franchise agreements generally contain specific standards for, and restrictions and limitations on, the operation and maintenance of the hotels which are established by the franchisors to maintain uniformity in the system created by each such franchisor. Such standards generally regulate the appearance of the hotel, quality and type of goods and services offered, signage and protection of trademarks. Compliance with such standards may from time to time require the Company to make significant expenditures for capital improvements.

Total license and franchise fees were included in franchise costs on the Company’s consolidated statements of operations as follows (unaudited and in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Franchise assessments (1)	$	3,877	$	3,241	$	10,564	$	5,961	$	4,206	$	3,969	$	7,817	$	6,687
Franchise royalties ~~(2)~~		268		940		865		1,507		354		311		661		597
Total franchise costs	$	4,145	$	4,181	$	11,429	$	7,468	$	4,560	$	4,280	$	8,478	$	7,284

(1)

Includes advertising, reservation and frequent guest program assessments.

~~(2)~~

Prior to the sale of the Hyatt Centric Chicago Magnificent Mile in February 2022 (see Note 4), franchise royalties included key money received from the hotel’s franchisor, which the Company was amortizing over the term of the hotel’s franchise agreement.

Renovation and Construction Commitments

At ~~September~~June 30, ~~2022,~~2023, the Company had various contracts outstanding with third parties in connection with the ongoing renovations of certain of its ~~hotel properties.~~hotels. The remaining commitments under these contracts at ~~September~~June 30, ~~2022~~2023 totaled ~~$66.7~~$49.6 million.

Concentration of Risk

The concentration of the Company’s hotels in California, Florida, Hawaii and Massachusetts exposes the Company’s business to economic and severe weather conditions, competition and real and personal property tax rates unique to these locales.

As of ~~September~~June 30, ~~2022,~~2023, 11 of the 15 Hotels were geographically concentrated as follows (unaudited):


				Trailing 12-Month					Trailing 12-Month
		Percentage of		Total Consolidated			Percentage of		Total Consolidated
	Number of Hotels	Total Rooms		Revenue		Number of Hotels	Total Rooms		Revenue
California	5	34	%	39	%	5	34	%	39	%
Florida	3	17	%	14	%	3	17	%	16	%
Hawaii	1	7	%	19	%	1	7	%	16	%
Massachusetts	2	19	%	16	%	2	19	%	17	%

~~Hurricanes Ida and Ian~~

During the third quarter of 2021, the Company’s two New Orleans hotels were impacted to varying degrees by Hurricane Ida. While both hotels remained open during the storm, they sustained wind-driven damage, rain infiltration and water damage. The Company maintains customary property, casualty, environmental, flood and business interruption insurance at all of its hotels, the coverage of which is subject to certain limitations including higher deductibles in the event of a named storm. The Company is working with its insurers to identify and settle a property damage claim and a business interruption claim at the Hilton New Orleans St. Charles for portions of the costs related to Hurricane Ida. The Company has concluded that the cost to restore damages at the JW Marriott New Orleans will not exceed the hotel’s deductible.

~~During the first nine months of 2022, the Company incurred Hurricane Ida-related restoration expenses of~~ $1.5 million and $0.1 million at the Hilton New Orleans St. Charles and the JW Marriott New Orleans, respectively, with only a nominal amount incurred at the Hilton New Orleans St. Charles during the third quarter of 2022. During the three and nine months ended September 30, 2021, the Company incurred Hurricane Ida-related restoration expenses of $1.2 million and $0.4 million at the Hilton New Orleans St. Charles

2120

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Other

In June 2023, the Company entered into an agreement to finalize its Hurricane Ida-related property damage claim and its business interruption claim at the ~~JW Marriott~~Hilton New Orleans ~~respectively. All restoration~~St. Charles, resulting in the recognition of $3.7 million for property damage expenses incurred and $0.5 million in business interruption proceeds, which are included in ~~repairs~~interest and ~~maintenance expense in~~other income and other operating revenue, respectively, on the accompanying consolidated statements of operations for the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021. Through September 30, 2022, the Company has incurred total Hurricane Ida-related restoration expenses of $4.5 million at the Hilton New Orleans St. Charles and $1.4 million at the JW Marriott New Orleans. In addition, in the third quarter of 2021, the Company wrote-off $1.0 million in assets at the Hilton New Orleans St. Charles due to Hurricane Ida-related damage, which is included in impairment losses in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2021. Though the property damage claim has not been finalized, the Company recognized an advance payment of $4.4 million from its insurers in the first nine months of 2022 for Hurricane Ida-related property damage expenses previously incurred, which is included in interest and other income (loss) on the accompanying consolidated statement of operations for the nine months ended September 30, 2022. During the first nine months of 2022, the Company also recognized an advance payment of $1.0 million from its insurers related to its ongoing business interruption claim at the Hilton New Orleans St. Charles, which is included in other operating revenue on the accompanying consolidated statement of operations for the nine months ended September 30, 2022.

In late September 2022, two of the Company’s Florida hotels, the Oceans Edge Resort & Marina and the Renaissance Orlando at SeaWorld® were immaterially impacted by Hurricane Ian. The Company expects to incur approximately $0.6 million in Hurricane Ian-related restoration expenses at the two Florida hotels in the fourth quarter of 2022, and anticipates that the costs to restore the damages will not exceed either of the hotel’s property insurance deductible.

The Company may incur additional expenses related to Hurricane Ida and Hurricane Ian at the New Orleans and Florida hotels in the future. Any additional expenses will be recognized as incurred, and any additional property damage or business interruption recoveries will not be recognized until final settlements have been reached with the Company’s insurers.2023.

~~Other~~

In accordance with the assignment-in-lieu agreement executed in December 2020 between the Company and the mortgage holder of the Hilton Times Square, the Company was required to retain approximately $11.6 million related to certain current and potential employee-related obligations (the “potential obligation”)~~. As~~, of ~~September 30, 2022, $0.9~~which the Company was relieved of $1.0 million as of December 31, 2022. In February 2023, the Company was relieved of an additional $9.8 million of the potential obligation ~~has been paid~~and the funds were released from escrow to the ~~hotel’s employees, including $0.1~~Company, resulting in a $9.8 million ~~paid during the first nine months~~gain on extinguishment of ~~2022. In addition, the~~debt. The remaining potential obligation is reassessed at the end of every quarter, resulting in ~~nominal gains~~a total gain on extinguishment of debt of $12,000 and $9.9 million included on the accompanying consolidated statements of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022, and gains on extinguishment of debt of $0.1 million and $0.4 million for the three and nine months ended September 30, 2021,~~2023, respectively. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, restricted cash on the accompanying consolidated balance sheets included ~~$10.3~~$0.3 million and ~~$10.4~~$10.2 million, respectively, which will continue to be held in escrow until the potential obligation is resolved. ~~Other current liabilities~~The potential obligation balances of $0.2 million and $10.2 million were included in accounts payable and accrued expenses on the accompanying consolidated balance sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021, included the potential obligation balances of $10.3 million and $10.5 million,~~2022, respectively.

Coterminous with the Company’s acquisition of the Four Seasons Resort Napa Valley in 2021, the Company was required to deposit $3.1 million into a restricted bank account owned by the Company, but to which the hotel’s management company, Four Seasons, ~~has~~had sole and unrestricted access to withdraw funds for the purpose of satisfying any potential employee-related obligations that should arise in connection with the termination of hotel personnel and any employment claim by hotel personnel (“severance obligations”). Prior to Four Seasons withdrawing funds from the restricted account, the Company has the option to pay thepotential future severance obligations, using its cash on hand. Should amounts in the restricted bank account be used to fund the severance obligations, the Company will be required to deposit additional funds into the restricted bank account so that the amount in the account totals any estimated future severance obligations. Currently, theif those claims were not previously satisfied. The estimated future severance obligations total of $3.1 million ~~which is~~was included in restricted cash on the accompanying consolidated balance ~~sheets~~sheet as of ~~September 30, 2022 and~~ December 31, ~~2021; however,~~2022. In January 2023, Four Seasons released the ~~estimated future severance obligations may increase up~~$3.1 million to ~~a maximum~~the Company and the Company agreed to provide an unconditional guaranty to Four Seasons for the full and prompt payment of ~~$5.0 million.~~all amounts payable by the Company to Four Seasons relating to employee liability.

The Company has provided customary unsecured indemnities to certain lenders, including in particular, environmental indemnities. The Company has performed due diligence on the potential environmental risks, including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate the Company to reimburse the indemnified parties for damages related to certain environmental matters. There is no term or damage limitation on these indemnities; however, if an environmental matter arises, the Company could have recourse against other previous owners or a claim against its environmental insurance policies.

At ~~September~~June 30, ~~2022,~~2023, the Company had $0.2 million of outstanding irrevocable letters of credit to guarantee the Company’s financial obligations related to workers’ compensation insurance programs from prior policy years. The beneficiaries of these letters of credit may draw upon the letters of credit in the event of a contractual default by the Company relating to each respective obligation. No draws have been made through ~~September~~June 30, ~~2022.~~2023. The letters of credit are collateralized with $0.2 million held in a restricted bank account owned by the Company, which is included in restricted cash on the accompanying consolidated balance sheets as of ~~September~~both June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

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The Company is subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business, regarding the operation of its hotels, its managers and other Company matters. While it is not possible to ascertain the ultimate outcome of such matters, the Company believes that the aggregate identifiable amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on its financial condition or results of operations. The outcome of claims, lawsuits and legal proceedings, including any potential COVID-19-related litigation, brought against the Company, however, is subject to significant uncertainties.

~~13. Subsequent Events~~

Subsequent to the end of the third quarter of 2022 and through the date of issuance of these financial statements, the Company repurchased 1,170,791 shares of its common stock for $11.3 million, including fees and commissions, increasing the year to date amount repurchased to 9,166,351 shares of its common stock for $98.0 million, including fees and commissions, and leaving $402.2 million remaining for repurchase under the program.

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Cautionary Statement

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. The Company intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” or similar expressions. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control, and which could materially affect actual results, performances or achievements. Accordingly, there is no assurance that the Company’s expectations will be realized. In evaluating these statements, you should specifically consider the risks outlined in detail in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 23, ~~2022,~~2023, under the caption “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, including but not limited to the following factors:

●

~~the significant impact COVID-19~~competition from hotels not owned by us or from new hotel supply or alternative lodging options such as timeshare, vacation rentals or sharing services such as Airbnb, which could harm our occupancy levels and ~~its variants have had, and are expected to continue to have, on~~revenue at our business and the economy, as well as the response of governments to manage and control COVID-19 and its variants and the degree and speed to which traditional transient and group business returns to our hotels;

●

increased risks related to employee matters, including increased employment litigation and claims for severance or other benefits tied to termination or furloughs as a result of temporary hotel suspensions or reduced hotel operations due to COVID-19 or its variants;

●

~~general economic and business conditions,~~events beyond our control, including ~~a U.S. recession or increased and ongoing inflation, trade conflicts and tariffs, regional or global~~ economic slowdowns or recessions, pandemics, natural disasters, civil unrest and ~~any type of flu~~terrorism;

●

increased inflation adversely affecting consumer confidence and increasing our hotel operating expenses, including wages, employee-related benefits, food costs, commodity costs, including those used to renovate or ~~disease-related pandemic~~reposition our hotels, property taxes, property and liability insurance and utilities that ~~impacts travel or the ability to travel, including COVID-19 and its variants;~~may not be offset by increased room rates;

●

system security risks, data protection breaches, cyber-attacks and systems integration issues, including those impacting our suppliers, our third-party hotel managers or our franchisors;

●

risks associated with the physical and transitional effects of climate change, which can include more frequent or severe storms, hurricanes, flooding, droughts and wildfires adversely affecting our hotels;

●

the need for business-related ~~transient~~group and ~~group~~transient travel, including the increased use of business-related technology;

●

rising hotel operating costs due to labor costs, workers’ compensation and health-care related costs, utility costs, property and liability insurance costs, unanticipated costs such as acts of nature and their consequences and other costs that may not be offset by increased room rates;

●

~~the ground lease for one of our hotels;~~

●

the need for renovations, repositionings and other capital expenditures for our hotels;

●

the impact, including any delays, of renovations and repositionings on hotel operations;

●

~~new hotel supply,~~volatility in the debt and equity markets that may adversely affect our ability to acquire, renovate, refinance or ~~alternative lodging options such as timeshare, vacation rentals or sharing services such as Airbnb, in our markets, which could harm our occupancy levels and revenue at~~sell our hotels;

●

competition ~~from~~for the acquisition of hotels, ~~not owned by us;~~and our ability to complete acquisitions and dispositions;

●

the ground lease for one of our hotels;

●

relationships with, and the requirements, performance and reputation of, the managers of our hotels;

●

relationships with, and the requirements and reputation of, our franchisors and hotel brands;

●

interest rate volatility, which could reduce our access to capital markets or increase the cost of funding our debt requirements;

●

our hotels may become impaired, which may adversely affect our financial condition and results of operations;

●

~~competition for the acquisition of hotels,~~corporate responsibility, specifically related to ESG factors and ~~our ability~~commitments, which may impose additional costs and expose us to ~~complete acquisitions and dispositions;~~

●

~~performance of hotels after they are acquired;~~

●

~~changes in our business strategy or acquisition or disposition plans;~~new risks;

●

our level of debt, including secured, unsecured, fixed and variable rate debt and the corresponding interest expense associated with our debt;

●

financial and other covenants on our debt and preferred ~~stock;~~

●

stock and the impact on our business of potential defaults by us on our debt agreements or ~~leases;~~

●

~~volatility in the capital markets and the effect on lodging demand or our ability to obtain capital on favorable terms or at all;~~ground lease;

●

our need to operate as a REIT and comply with other applicable laws and regulations, including new laws, interpretations or court decisions that may change the federal or state tax laws or the federal or state income tax consequences of our qualification as a REIT; and

●

potential adverse tax consequences in the event that our operating leases with our taxable REIT subsidiaries are not held to have been made on an arm’s-length ~~basis; and~~

●

~~other events beyond our control, including natural disasters, terrorist attacks or civil unrest.~~basis.

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These factors may cause our actual events to differ materially from the expectations expressed or implied by any forward-looking statement. Except as otherwise required by federal securities laws, the Company disclaims any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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

Overview

Sunstone Hotel Investors, Inc. (the “Company,” “we,” “our” or “us”) is a Maryland corporation. We operate as a self-managed and self-administered real estate investment trust (“REIT”). A REIT is a corporation that directly or indirectly owns real estate assets and has elected to be taxable as a real estate investment trust for federal income tax purposes. To qualify for taxation as a REIT, the REIT must meet certain requirements, including regarding the composition of its assets and the sources of its income. REITs generally are not subject to federal income taxes at the corporate level as long as they pay stockholder dividends equivalent to 100% of their taxable income. REITs are required to distribute to stockholders at least 90% of their REIT taxable income. We own, directly or indirectly, 100% of the interests of Sunstone Hotel Partnership, LLC (the “Operating Partnership”), which is the entity that directly or indirectly owns our ~~hotel properties.~~hotels. We also own 100% of the interests of our taxable REIT subsidiary, Sunstone Hotel TRS Lessee, Inc. (the “TRS Lessee”), which, directly or indirectly, leases all of our hotels from the Operating Partnership, and engages independent third-parties to manage our hotels.

We own hotels ~~that we consider to be Long-Term Relevant Real Estate® (or LTRR®) in the United States, specifically hotels~~ in urban and resort ~~destination locations~~destinations that benefit from significant barriers to entry by competitors and diverse economic drivers. As ~~part~~ of ~~our ongoing portfolio management strategy, on an opportunistic basis, we may also sell hotel properties that we believe will not satisfy our long-term return requirements. As of September~~June 30, ~~2022,~~2023, we owned 15 hotels, which average 516 rooms in size. All but two of our hotels (the Boston Park Plaza and the Oceans Edge Resort & Marina) are operated under nationally recognized brands. Our two unbranded hotels are located in top urban and resort destination markets that have enabled them to establish awareness with both group and transient customers.

~~COVID-19 Operational Update~~

COVID-19 and its variants have had and continue to have a detrimental effect on the hotel industry and our business, including significant room and event cancellations, corporate and government travel restrictions and an unprecedented decline in hotel demand. While operations have gradually improved since the onset of the COVID-19 pandemic in 2020, the Omicron variant in December 2021 led to a slowdown in demand recovery at our hotels. However, demand began to recover again in February 2022 as Omicron-related case counts subsided and travel patterns re-accelerated.

During the first nine months of 2022, corporate transient and group demand accelerated, reducing our reliance on leisure demand, which was the dominant source of business at many of our hotels during 2021. While leisure demand continued to be robust, the greatest demand growth during the second and third quarters of 2022 was at our urban and group-oriented hotels which experienced increased near-term booking activity, higher than expected attendance at group events and increased business transient demand. The amount of corporate business at our hotels continues to grow and we expect business travel to continue to increase as the year progresses. We anticipate that group demand will compose a more meaningful component of our total room nights during the remainder of 2022. However, the negative effects of the COVID-19 pandemic on the hotel industry have been unprecedented, and we continue to have limited visibility to predict future operations.

~~Year To Date 2022 Overview~~

~~Demand.~~ We continue to experience improvements in hotel demand. Occupancy during the first nine months of 2022 and 2021 at the 12 hotels we owned during all reporting periods (the “Existing Portfolio”) was as follows:

January
February
March
April
May
June
July
August
September
2022
37.9
%
53.6
%
67.9
%
75.7
%
73.4
%
75.1
%
74.7
%
70.1
%
72.7
%
2021
14.0
%
24.5
%
31.7
%
42.0
%
47.3
%
50.7
%
60.7
%
50.6
%
48.3
%

~~Acquisitions. In June 2022, we purchased the 339-room The Confidante Miami Beach for a contractual purchase price of $232.0 million~~. Also in June 2022, we purchased the 25.0% noncontrolling partner’s ownership interest in the Hilton San Diego Bayfront for a contractual purchase price of $102.0 million plus 25.0% of closing date working capital and cash and the effective assumption of the 25.0% noncontrolling partner’s share of the existing mortgage loan on the hotel, which was already fully consolidated in our financial

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statements. We paid a preliminary purchase price of $101.3 million on the closing date based on estimated working capital and cash amounts, with actual amounts to be determined in the fourth quarter of 2022. Following this acquisition, we own 100% of the Hilton San Diego Bayfront.

~~Dispositions~~. During the first nine months of 2022, we sold three hotels. In February 2022, we sold the Hyatt Centric Chicago Magnificent Mile for gross proceeds of $67.5 million, excluding closing costs, and recorded a gain of $11.3 million. In March 2022, we sold the Embassy Suites Chicago and the Hilton Garden Inn Chicago Downtown/Magnificent Mile for combined gross proceeds of $129.5 million, excluding closing costs, and recorded a combined gain of $11.6 million.

~~Significant Renovations~~. During the first nine months of 2022, our significant renovations primarily consisted of additional progress on the renovation of the Renaissance Washington DC in preparation for its conversion to the Westin brand in 2023, and the completion of the room renovation at the Hyatt Regency San Francisco.

~~Debt Transactions~~. In February 2022, we used a portion of the proceeds received from the disposition of the Hyatt Centric Chicago Magnificent Mile to repay $25.0 million of our unsecured Series A Senior Notes and $10.0 million of our unsecured Series B Senior Notes, resulting in remaining balances of $65.0 million and $105.0 million, respectively, as of September 30, 2022.

In March 2022, we elected to early terminate the covenant relief period related to our unsecured debt, having satisfied the financial covenants stipulated in the 2020 and 2021 amendments to our unsecured debt agreements (the “Unsecured Debt Amendments”) for the quarter ended December 31, 2021. The Unsecured Debt Amendments were scheduled to provide covenant relief through the end of the third quarter of 2022, with quarterly testing resuming for the period ending September 30, 2022. Following our early termination of the covenant relief period in March 2022, the original financial covenants on our unsecured debt agreements were to be phased-in over the following five quarters to ease compliance. By exiting the covenant relief period, we are no longer subject to additional restrictions on debt issuance and repayment, capital investment, share repurchases and dividend distributions.

In June 2022, we drew a total of $230.0 million under the revolving portion of our credit facility to fund the acquisitions of The Confidante Miami Beach and the noncontrolling partner’s 25.0% interest in the Hilton San Diego Bayfront.

In July 2022, we entered into a Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) which expanded our unsecured borrowing capacity and extended the maturity of our two unsecured term loans. The Amended Credit Agreement increased the balances of both Term Loan 1 and Term Loan 2 to $175.0 million each from $19.4 million and $88.9 million, respectively. In addition, the maturity dates were extended to July 2027 and January 2028 for Term Loan 1 and Term Loan 2, respectively. Under the Amended Credit Agreement, the term loans bear interest pursuant to a leverage-based pricing grid ranging from 135 basis points to 220 basis points over the applicable adjusted term SOFR.

In July 2022, we utilized the proceeds received from the incremental borrowing on the term loans to fully repay the $230.0 million that was outstanding on our revolving credit facility. The Amended Credit Agreement continues to provide for a $500.0 million revolving credit facility, with two six-month extension options, which would result in an extended maturity of July 2027. Under the Amended Credit Agreement, the revolving credit facility bears interest pursuant to a leverage-based pricing grid ranging from 140 basis points to 225 basis points over the applicable adjusted term SOFR. As of September 30, 2022, we had no amount outstanding on our credit facility, with $500.0 million of capacity available for borrowing under the facility.

~~Capital Transactions~~. During the third quarter and first nine months of 2022, we repurchased 880,577 shares and 7,995,560 shares of our common stock, respectively, under our stock repurchase program at average purchase prices of $9.82 per share and $10.82 per share, respectively. As of September 30, 2022, approximately $413.5 million of authorized capacity remains under our stock repurchase program.

Operating Activities

Revenues. Substantially all of our revenues are derived from the operation of our hotels. Specifically, our revenues consist of the following:

●

Room revenue, which is comprised of revenue realized from the sale of rooms at our hotels;

●

Food and beverage revenue, which is comprised of revenue realized in the hotel food and beverage outlets as well as banquet and catering events; and

●

Other operating revenue, which includes ancillary hotel revenue and other items primarily driven by occupancy such as telephone/internet, parking, spa, facility and resort fees, entertainment and other guest services. Additionally, this category

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includes, among other things, attrition and cancellation revenue, tenant revenue derived from hotel space and marina slips leased by third parties, winery revenue, any business interruption proceeds and any performance guarantee or reimbursements to offset net losses.

Expenses. Our expenses consist of the following:

●

Room expense, which is primarily driven by occupancy and, therefore, has a significant correlation with room revenue;

●

Food and beverage expense, which is primarily driven by hotel food and beverage sales and banquet and catering bookings and, therefore, has a significant correlation with food and beverage revenue;

●

Other operating expense, which includes the corresponding expense of other operating revenue, advertising and promotion, repairs and maintenance, utilities and franchise costs;

●

Property tax, ground lease and insurance expense, which includes the expenses associated with property tax, ground lease and insurance payments, each of which is primarily a fixed expense, however property tax is subject to regular revaluations based on the specific tax regulations and practices of each municipality, along with our cash and noncash operating lease expenses, general excise tax assessed by Hawaii and city taxes imposed by San Francisco;

●

Other property-level expenses, which includes our property-level general and administrative expenses, such as payroll, benefits and other employee-related expenses, contract and professional fees, credit and collection expenses, employee recruitment, relocation and training expenses, labor dispute expenses, consulting fees, management fees and other expenses;

●

Corporate overhead expense, which includes our corporate-level expenses, such as payroll, benefits and other employee-related expenses, amortization of deferred stock compensation, business acquisition and due diligence expenses, legal

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expenses, association, contract and professional fees, board of director expenses, entity-level state franchise and minimum taxes, travel expenses, office rent and other customary expenses; and

●

Depreciation and amortization expense, which includes depreciation on our hotel buildings, improvements, furniture, fixtures and equipment (“FF&E”), along with amortization on our finance lease right-of-use asset (prior to the related hotel’s sale in February 2022), franchise fees and certain intangibles. Additionally, this category includes depreciation and amortization related to FF&E for our corporate office.

Other Revenue and Expense. Other revenue and expense consists of the following:

●

Interest and other income, ~~(loss),~~ which includes interest we have earned on our restricted and unrestricted cash accounts, as well as any energy or other rebates, property insurance proceeds we have received, miscellaneous income ~~contingency payments related to sold hotels~~ and any gains or losses we have recognized on sales or redemptions of assets other than real estate investments;

●

Interest expense, which includes interest expense incurred on our outstanding fixed and variable rate debt and finance lease obligation (prior to the related hotel’s sale in February 2022), gains or losses on interest rate derivatives, amortization of deferred financing costs, and any loan or waiver fees incurred on our debt;

●

Gain on sale of assets, which includes the gains we recognized on our hotel sales that do not qualify as discontinued operations;

●

~~(Loss) gain~~Gain (loss) on extinguishment of debt, net, which includes gains related to the resolution of contingencies on extinguished debt and losses recognized on amendments or early repayments of mortgages or other debt obligations from the accelerated amortization of deferred financing costs, along with any other ~~costs, or gains related to the resolution of contingencies on extinguished debt;~~costs;

●

Income tax ~~benefit (provision),~~provision, net, which includes federal and state income taxes related to continuing operations charged to the Company net of any refundable credits or refunds received, any adjustments to deferred tax assets, liabilities or valuation allowances, and any adjustments to unrecognized tax positions, along with any related interest and penalties incurred;

●

~~(Income) loss~~Income from consolidated joint venture attributable to noncontrolling interest, which includes the net ~~(income) loss~~income attributable to a third-party’s 25.0% ownership interest in the joint venture that owned the Hilton San Diego Bayfront prior to our acquisition of the interest in June 2022; and

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●

Preferred stock dividends, ~~and redemption charges,~~ which includes dividends accrued on our Series E Cumulative Redeemable Preferred Stock (“Series E preferred stock”) and Series F Cumulative Redeemable Preferred Stock (“Series F preferred stock”) until their redemptions in June 2021 and August 2021, respectively, as well as dividends accrued on our Series G Cumulative Redeemable Preferred Stock (“Series G preferred stock”), Series H Cumulative Redeemable Preferred Stock (“Series H preferred stock”) and Series I Cumulative Redeemable Preferred Stock (“Series I preferred stock”)~~, along with any redemption charges on preferred stock redemptions made in excess of net carrying values.~~.

Operating Performance Indicators. The following performance indicators are commonly used in the hotel industry:

●

Occupancy, which is the quotient of total rooms sold divided by total rooms available;

●

Average daily room rate, or ADR, which is the quotient of room revenue divided by total rooms sold;

●

Revenue per available room, or RevPAR, which is the product of occupancy and ADR, and does not include food and beverage revenue, or other operating revenue;

●

RevPAR index, which is the quotient of a hotel’s RevPAR divided by the average RevPAR of its competitors, multiplied by 100. A RevPAR index in excess of 100 indicates a hotel is achieving higher RevPAR than the average of its competitors. In addition to absolute RevPAR index, we monitor changes in RevPAR index;

●

EBITDAre, which is net income (loss) excluding: interest expense; benefit or provision for income taxes, including any changes to deferred tax assets, liabilities or valuation allowances and income taxes applicable to the sale of assets; depreciation and amortization; gains or losses on disposition of depreciated property (including gains or losses on change in control); and any impairment write-downs of depreciated property;

●

Adjusted EBITDAre, excluding noncontrolling interest, which is EBITDAre adjusted to exclude: the net income (loss) allocated to a third-party’s 25.0% ownership interest in the joint venture that owned the Hilton San Diego Bayfront prior to our acquisition of the interest in June 2022, along with the noncontrolling partner’s pro rata share of any EBITDAre components; amortization of deferred stock compensation; amortization of contract intangibles; amortization of right-of-use assets and obligations; the cash component of ground lease expense for any finance lease obligation that ~~has been~~was included

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in interest expense; the impact of any gain or loss from undepreciated asset sales or property damage from natural disasters; any lawsuit settlement costs; ~~prior year property tax assessments or credits;~~ the write-off of development costs associated with abandoned projects; property-level restructuring, severance and management transition costs; debt resolution costs; and any other nonrecurring identified adjustments;

●

Funds from operations (“FFO”) attributable to common stockholders, which is net income (loss) and preferred stock dividends and any redemption charges, excluding: gains and losses from sales of property; real estate-related depreciation and amortization (excluding amortization of deferred financing costs and right-of-use assets and obligations); any real estate-related impairment losses; and the noncontrolling partner’s pro rata share of net income (loss) and any FFO components prior to our acquisition of the noncontrolling partner’s interest in June 2022; and

●

Adjusted FFO attributable to common stockholders, which is FFO attributable to common stockholders adjusted to exclude: amortization of deferred stock compensation; amortization of contract intangibles; real estate-related amortization of right-of-use assets and obligations; noncash interest on our ~~derivative~~derivatives and any finance lease obligations; income tax benefits or provisions associated with any changes to deferred tax assets, liabilities or valuation allowances, the application of net operating loss carryforwards and uncertain tax positions; gains or losses due to property damage from natural disasters; any lawsuit settlement costs; ~~prior year property tax assessments or credits;~~ the write-off of development costs associated with abandoned projects; non-real estate-related impairment losses; property-level restructuring, severance and management transition costs; debt resolution costs; preferred stock redemption charges; the noncontrolling partner’s pro rata share of any Adjusted FFO components prior to our acquisition of the noncontrolling partner’s interest in June 2022; and any other nonrecurring identified adjustments.

Factors Affecting Our Operating Results. The primary factors affecting our operating results include overall demand for hotel rooms, the pace of new hotel development, or supply, and the relative performance of our operators in increasing revenue and controlling hotel operating expenses.

●

Demand. The demand for lodging has traditionally been closely linked with the performance of the general economy. Our hotels are classified as either upper upscale or luxury hotels. In an economic downturn, these types of hotels may be more susceptible to a decrease in revenue, as compared to hotels in other categories that have lower room rates in part because

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~~they~~ upper upscale and luxury hotels generally target business and high-end leisure travelers. In periods of economic difficulty, including those caused by ~~global~~ pandemics and inflation, business and leisure travelers may reduce costs by limiting travel or by using lower cost accommodations. In addition, operating results at our hotels in resort markets may be negatively affected by reduced demand from domestic travelers due to pent up desire for international travel as pandemic-era travel restrictions have generally been lifted, and by changes in the value of the U.S. dollar in relation to other currencies which may make international travel more affordable; whereas operating results at our hotels in key gateway markets may be negatively affected by reduced demand from international travelers due to ~~pandemic-related travel restrictions,~~ financial conditions in their home countries or a material strengthening of the U.S. dollar in relation to other ~~currencies.~~currencies which makes travel to the U.S. less affordable. Also, volatility in transportation fuel costs, increases in air and ground travel costs, ~~and~~ decreases in airline capacity and prolonged periods of inclement weather in our markets may reduce the demand for our ~~hotel rooms.~~hotels.

●

Supply. The addition of new competitive hotels affects the ability of existing hotels to absorb demand for lodging and, therefore, impacts the ability to generate growth in RevPAR and profits. The development of new hotels is largely driven by construction costs, the cost and availability of financing, and the expected performance of existing hotels. Prior to the COVID-19 pandemic, U.S. hotel supply continued to increase. On a market-by-market basis, some markets experienced new hotel room openings at or greater than historic levels, including in Boston, Orlando and Portland. Additionally, an increase in the supply of vacation rental or sharing services such as Airbnb ~~also~~ affects the ability of existing hotels to generate growth in RevPAR and profits. We believe that both new full-service hotel construction and new hotel openings will be delayed in the near-term due to several factors, including ~~COVID-19’s effect on the economy,~~ increased borrowing costs and ~~an increase in~~increased materials and construction costs.

●

Revenues and expenses. We believe that marginal improvements in RevPAR index, even in the face of declining revenues, are a good indicator of the relative quality and appeal of our hotels, and our operators’ effectiveness in maximizing revenues. Similarly, we also evaluate our operators’ effectiveness in minimizing incremental operating expenses in the context of increasing revenues or, conversely, in reducing operating expenses in the context of declining revenues. Inflationary pressures could increase operating costs, which could limit our operators’ effectiveness in minimizing expenses.

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Operating Results. The following table presents our unaudited operating results for our total portfolio for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, including the amount and percentage change in the results between the two periods.


	Three Months Ended September 30,								Three Months Ended June 30,
	2022		2021		Change $		Change %		2023		2022		Change $		Change %

	(in thousands, except statistical data)								(in thousands, except statistical data)
REVENUES
Room	$	158,400	$	118,061	$	40,339	34.2	%	$	173,399	$	161,721	$	11,678	7.2	%
Food and beverage		63,476		27,338		36,138	132.2	%		78,815		71,658		7,157	10.0	%
Other operating		22,438		22,022		416	1.9	%		23,898		17,901		5,997	33.5	%
Total revenues		244,314		167,421		76,893	45.9	%		276,112		251,280		24,832	9.9	%
OPERATING EXPENSES
Hotel operating		145,686		110,946		34,740	31.3	%		155,009		137,758		17,251	12.5	%
Other property-level expenses		29,032		21,633		7,399	34.2	%		31,857		30,391		1,466	4.8	%
Corporate overhead		7,879		15,422		(7,543)	(48.9)	%		8,396		8,717		(321)	(3.7)	%
Depreciation and amortization		31,750		32,585		(835)	(2.6)	%		32,397		30,893		1,504	4.9	%
Impairment loss		—		1,014		(1,014)	(100.0)	%
Total operating expenses		214,347		181,600		32,747	18.0	%		227,659		207,759		19,900	9.6	%
Interest and other income		270		2		268	13,400.0	%		4,639		116		4,523	3,899.1	%
Interest expense		(9,269)		(7,983)		(1,286)	(16.1)	%		(9,223)		(5,938)		(3,285)	(55.3)	%
(Loss) gain on extinguishment of debt, net		(770)		61		(831)	(1,362.3)	%
Income (loss) before income taxes		20,198		(22,099)		42,297	191.4	%
Income tax benefit (provision), net		290		(25)		315	1,260.0	%
NET INCOME (LOSS)		20,488		(22,124)		42,612	192.6	%
Gain on extinguishment of debt										12		21		(9)	(42.9)	%
Income before income taxes										43,881		37,720		6,161	16.3	%
Income tax provision, net										(803)		(28)		(775)	(2,767.9)	%
NET INCOME										43,078		37,692		5,386	14.3	%
Income from consolidated joint venture attributable to noncontrolling interest		—		(933)		933	100.0	%		—		(2,343)		2,343	100.0	%
Preferred stock dividends and redemption charge		(3,351)		(6,287)		2,936	46.7	%
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	17,137	$	(29,344)	$	46,481	158.4	%
Preferred stock dividends										(3,768)		(3,773)		5	0.1	%
INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS									$	39,310	$	31,576	$	7,734	24.5	%

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The following table presents our unaudited operating results for our total portfolio for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, including the amount and percentage change in the results between the two periods.


	Nine Months Ended September 30,								Six Months Ended June 30,
	2022		2021		Change $		Change %		2023		2022		Change $		Change %

	(in thousands, except statistical data)								(in thousands, except statistical data)
REVENUES
Room	$	428,893	$	236,877	$	192,016	81.1	%	$	325,837	$	270,493	$	55,344	20.5	%
Food and beverage		174,717		47,547		127,170	267.5	%		149,627		111,241		38,386	34.5	%
Other operating		64,299		50,840		13,459	26.5	%		44,091		41,861		2,230	5.3	%
Total revenues		667,909		335,264		332,645	99.2	%		519,555		423,595		95,960	22.7	%
OPERATING EXPENSES
Hotel operating		396,548		239,479		157,069	65.6	%		301,076		250,862		50,214	20.0	%
Other property-level expenses		83,333		48,177		35,156	73.0	%		63,634		54,301		9,333	17.2	%
Corporate overhead		27,310		32,066		(4,756)	(14.8)	%		16,864		19,431		(2,567)	(13.2)	%
Depreciation and amortization		94,003		96,084		(2,081)	(2.2)	%		64,739		62,253		2,486	4.0	%
Impairment loss		—		1,014		(1,014)	(100.0)	%
Total operating expenses		601,194		416,820		184,374	44.2	%		446,313		386,847		59,466	15.4	%
Interest and other income (loss)		4,766		(356)		5,122	1,438.8	%
Interest and other income										5,180		4,496		684	15.2	%
Interest expense		(20,288)		(23,697)		3,409	14.4	%		(23,017)		(11,019)		(11,998)	(108.9)	%
Gain on sale of assets		22,946		—		22,946	100.0	%		—		22,946		(22,946)	(100.0)	%
(Loss) gain on extinguishment of debt, net		(962)		371		(1,333)	(359.3)	%
Income (loss) before income taxes		73,177		(105,238)		178,415	169.5	%
Income tax benefit (provision), net		126		(91)		217	238.5	%
NET INCOME (LOSS)		73,303		(105,329)		178,632	169.6	%
(Income) loss from consolidated joint venture attributable to noncontrolling interest		(3,477)		1,638		(5,115)	(312.3)	%
Preferred stock dividends and redemption charges		(10,897)		(17,289)		6,392	37.0	%
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	58,929	$	(120,980)	$	179,909	148.7	%
Gain (loss) on extinguishment of debt, net										9,921		(192)		10,113	5,267.2	%
Income before income taxes										65,326		52,979		12,347	23.3	%
Income tax provision, net										(1,161)		(164)		(997)	(607.9)	%
NET INCOME										64,165		52,815		11,350	21.5	%
Income from consolidated joint venture attributable to noncontrolling interest										—		(3,477)		3,477	100.0	%
Preferred stock dividends										(7,536)		(7,546)		10	0.1	%
INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS									$	56,629	$	41,792	$	14,837	35.5	%

Summary of Operating Results. The following items significantly impact the year-over-year comparability of our operations:

●

COVID-19: ~~Our operations have been and continue to be affected by COVID-19 and its variants. Since our portfolio’s pandemic-induced occupancy low point in April 2020,~~Operations at most of our hotels ~~have generated RevPAR improvements driven~~during the second quarter and first six months of 2022 were negatively impacted by ~~demand growth and continued rate strength across our portfolio.~~COVID-19’s Omicron variant. Consequently, the results of our operations for the ~~third~~second quarter and first ~~nine~~six months of ~~2022~~2023 are not comparable to the same periods in ~~2021.~~2022.

●

Hotel ~~Acquisitions~~Acquisition: In ~~April 2021, December 2021 and~~ June 2022, we purchased ~~the Montage Healdsburg, the Four Seasons Resort Napa Valley and~~ The Confidante Miami Beach, ~~(the “Three Recently Acquired Hotels”), respectively,~~ resulting in increased revenues, operating expenses and depreciation expense for the ~~third~~second quarter and first ~~nine~~six months of ~~2022~~2023 as compared to the same periods in ~~2021.~~2022.

●

Hotel Dispositions: In February 2022, we sold the Hyatt Centric Chicago Magnificent Mile, and in March 2022, we sold both the Embassy Suites Chicago and the Hilton Garden Inn Chicago Downtown/Magnificent Mile. ~~In addition, in October 2021 and December 2021, we sold the Renaissance Westchester and the Embassy Suites La Jolla, respectively.~~ As a result of these ~~five~~three hotel dispositions (the ~~“Five~~“Three Disposed Hotels”), our revenues, operating expenses and depreciation expense for the ~~third quarter and~~ first ~~nine~~six months of ~~2022~~2023 are not comparable to the same period in 2022.

Room revenue. Room revenue increased $11.7 million, or 7.2%, for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022 as follows:

●

Room revenue at the 14 hotels we owned during the entirety of both reporting periods (the “Existing Portfolio”) increased $8.3 million. Occupancy increased 340 basis points and the average daily room rate increased 0.5%, resulting in ~~2021.~~a 5.1% increase in RevPAR.


	Three Months Ended June 30,
	2023						2022						Change
	Occ%		ADR		RevPAR		Occ%		ADR		RevPAR		Occ%		ADR		RevPAR
Existing Portfolio	77.7	%	$	321.42	$	249.74	74.3	%	$	319.76	$	237.58	340	bps	0.5	%	5.1	%

The Confidante Miami Beach	63.2	%	$	264.13	$	166.93	N/A			N/A		N/A	N/A		N/A		N/A

●

The Confidante Miami Beach caused room revenue to increase by $3.4 million.

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~~Room revenue. Room~~For the six months ended June 30, 2023, room revenue increased ~~$40.3~~$55.3 million, or ~~34.2%~~20.5%, ~~for the three months ended September 30, 2022~~ as compared to the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 as follows:

●

Room revenue at the Existing Portfolio increased ~~$47.0~~$45.1 million. Occupancy increased ~~1,930~~970 basis points and the average daily room rate increased ~~11.0%~~1.4%, resulting in a ~~51.2%~~16.8% increase in ~~RevPAR:~~

Three Months Ended September 30,

2022

2021

Change

Occ%

ADR

RevPAR

Occ%

ADR

RevPAR

Occ%

ADR

RevPAR

Existing Portfolio

72.5
%
$
290.42

$
210.55

53.2
%
$
261.72

$
139.24

1,930
bps
11.0
%
51.2
%

Three Recently Acquired Hotels

57.2
%
$
656.33

$
375.42

N/A

N/A

N/A

N/A

N/A

N/A

●

~~The Three Recently Acquired Hotels caused room revenue to increase by $9.8 million.~~

●

~~The dispositions of the Five Disposed Hotels caused room revenue to decrease by $16.5 million.~~

~~For the nine months ended September 30, 2022, room revenue increased $192.0 million, or 81.1%, as compared to the nine months ended September 30, 2021 as follows:~~

●

~~Room revenue at the Existing Portfolio increased $185.4 million. Occupancy increased 2,560 basis points and the average daily room rate increased 20.7%, resulting in a 95.7% increase in RevPAR:~~RevPAR.


	Nine Months Ended September 30,																		Six Months Ended June 30,
	2022						2021						Change						2023						2022						Change
	Occ%		ADR		RevPAR		Occ%		ADR		RevPAR		Occ%		ADR		RevPAR		Occ%		ADR		RevPAR		Occ%		ADR		RevPAR		Occ%		ADR		RevPAR
Existing Portfolio	66.8	%	$	289.10	$	193.12	41.2	%	$	239.52	$	98.68	2,560	bps	20.7	%	95.7	%	73.4	%	$	316.57	$	232.36	63.7	%	$	312.18	$	198.86	970	bps	1.4	%	16.8	%

Three Recently Acquired Hotels	56.7	%	$	829.25	$	470.18	N/A			N/A		N/A	N/A		N/A		N/A
The Confidante Miami Beach																			73.5	%	$	321.87	$	236.57	N/A			N/A		N/A	N/A		N/A		N/A

●

The ~~Three Recently Acquired Hotels~~Confidante Miami Beach caused room revenue to increase by ~~$32.1~~$12.8 million.

●

The ~~dispositions of the Five~~Three Disposed Hotels caused room revenue to decrease by ~~$25.5~~$2.5 million.

Food and beverage revenue. Food and beverage revenue increased ~~$36.1~~$7.2 million, or ~~132.2%~~10.0%, for the three months ended ~~September~~June 30, ~~2022~~2023 as compared to the three months ended ~~September~~June 30, ~~2021~~2022 as follows:

●

Food and beverage revenue at the Existing Portfolio increased ~~$32.7~~$5.5 million.

●

The ~~Three Recently Acquired Hotels~~Confidante Miami Beach caused food and beverage revenue to increase by ~~$4.6 million.~~

●

~~The dispositions of the Five Disposed Hotels caused food and beverage revenue to decrease by $1.2~~$1.7 million.

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, food and beverage revenue increased ~~$127.2~~$38.4 million, or ~~267.5%~~34.5%, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as follows:

●

Food and beverage revenue at the Existing Portfolio increased ~~$111.4~~$32.8 million.

●

The ~~Three Recently Acquired Hotels~~Confidante Miami Beach caused food and beverage revenue to increase by ~~$17.2~~$5.7 million.

●

The ~~dispositions of the Five~~Three Disposed Hotels caused food and beverage revenue to decrease by ~~$1.4~~$0.1 million.

Other operating revenue. Other operating revenue increased ~~$0.4~~$6.0 million, or ~~1.9%~~33.5%, for the three months ended ~~September~~June 30, ~~2022~~2023 as compared to the three months ended ~~September~~June 30, ~~2021 as follows:~~

●

Other operating revenue at the Existing Portfolio decreased $0.2 million as a $1.7 million decrease in the reimbursement amount to offset net losses at the Hyatt Regency San Francisco was mostly offset by increased internet, parking, retail, facility and resort fees, spa, marina, tenant rent and contract commissions. During the third quarter of 2021, we recognized a $1.7 million reimbursement to offset net losses at the Hyatt Regency San Francisco as stipulated by the hotel’s operating lease agreement, with no corresponding reimbursement recognized in the third quarter of 2022.

●

~~The Three Recently Acquired Hotels caused other operating revenue to increase by $2.5 million.~~

●

~~The dispositions of the Five Disposed Hotels caused other operating revenue to decrease by $1.9 million.~~

~~For the nine months ended September 30,~~ 2022 ~~other operating revenue increased $13.5 million, or 26.5%, as compared to the nine months ended September 30, 2021~~ as follows:

●

Other operating revenue at the Existing Portfolio increased ~~$10.6~~$5.2 million, ~~which includes $1.0~~primarily due to increased revenue from facility and resort fees, cancellation and attrition fees, winery revenue, parking fees and hotel-related interest income. Other operating revenue in the second quarter of 2023 included $0.5 million in business interruption proceeds ~~recognized in the first quarter of 2022~~ at the Hilton New Orleans St. Charles related to Hurricane Ida disruption, with no corresponding revenue recognized in ~~2021.~~the second quarter of 2022. In addition, other operating revenue atin the ~~Existing Portfolio increased due to increases in internet, parking, retail, facility and resort fees, spa, marina, cancellation fees, tenant rent and contract commissions.~~

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~~These increases were partially offset~~second quarter 2022 was negatively impacted by ~~an $8.8~~a reversal of the $1.6 million ~~reimbursement~~ recognized in the first ~~nine months~~quarter of ~~2021~~2022 related to a reimbursement to offset net losses at the Hyatt Regency San ~~Francisco as stipulated~~Francisco.

●

The Confidante Miami Beach caused other operating revenue to increase by $0.8 million.

For the six months ended June 30, 2023, other operating revenue increased $2.2 million, or 5.3%, as compared to the six months ended June 30, 2022 as follows:

●

Other operating revenue at the ~~hotel’s~~Existing Portfolio increased $0.9 million, primarily due to increased revenue from facility and resort fees, parking fees, winery revenue, hotel-related interest income, tenant rent, spa revenue, and internet usage fees. These increases were partially offset by decreased COVID-19-related cancellation and attrition fees. In addition, other operating ~~lease agreement, with no corresponding reimbursement recognized~~revenue in the first ~~nine~~six months of ~~2022.~~2023 and 2022 included $0.5 million and $1.0 million, respectively, in business interruption proceeds at the Hilton New Orleans St. Charles related to Hurricane Ida disruption.

●

The Confidante Miami Beach caused other operating revenue to increase by $2.0 million.

●

The Three ~~Recently Acquired Hotels caused other operating revenue to increase by $6.2 million.~~

●

~~The dispositions of the Five~~ Disposed Hotels caused other operating revenue to decrease by ~~$3.3~~$0.6 million.

Hotel operating expenses. Hotel operating expenses, which are comprised of room, food and beverage, advertising and promotion, repairs and maintenance, utilities, franchise costs, property tax, ground lease and insurance and other hotel operating expenses increased ~~$34.7~~$17.3 million, or ~~31.3%~~12.5%, for the three months ended ~~September~~June 30, ~~2022~~2023 as compared to the three months ended ~~September~~June 30, ~~2021~~2022 as follows:

●

Hotel operating expenses at the Existing Portfolio increased $37.0 million, primarily corresponding to the increases in the Existing Portfolio’s revenues and occupancy rates, along with increased property and liability insurance. In addition, utility expenses at the Existing Portfolio increased due to increases in the cost of natural gas. These increased expenses were partially offset by decreased Hurricane Ida-related restoration expenses. During the third quarter of 2021, we recognized $1.6 million in Hurricane Ida-related restoration expenses at our New Orleans hotels, with nominal corresponding expense recognized in the third quarter of 2022.

●

~~The Three Recently Acquired Hotels caused hotel operating expenses to increase by $14.4 million.~~

●

~~The dispositions of the Five Disposed Hotels caused hotel operating expenses to decrease by $16.7 million.~~

~~For the nine months ended September 30, 2022, hotel operating expenses increased $157.1 million, or 65.6%, as compared to the nine months ended September 30, 2021 as follows:~~

●

~~Hotel operating expenses at the Existing Portfolio increased $144.4~~$13.1 million, primarily corresponding to the increases in the Existing Portfolio’s revenues and occupancy rates, along with increased property and liability insurance and property taxes. In addition, utility expenses at the Existing Portfolio increased due to increases in the cost of natural ~~gas.~~gas and electricity. Partially offsetting these increased expenses, repairs and maintenance expenses decreased as our New

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Orleans hotels recognized $0.1 million in Hurricane Ida-related restoration expenses in the second quarter of 2022, with no corresponding expense recognized in the second quarter of 2023.

●

The Confidante Miami Beach caused hotel operating expenses to increase by $4.0 million.

●

Hotel operating expenses increased $0.2 million due to a property tax refund recognized in the second quarter of 2022 related to the Three Disposed Hotels, with no corresponding refund recognized in the second quarter of 2023.

For the six months ended June 30, 2023, hotel operating expenses increased $50.2 million, or 20.0%, as compared to the six months ended June 30, 2022 as follows:

●

Hotel operating expenses at the Existing Portfolio increased $43.5 million, primarily corresponding to the increases in the Existing Portfolio’s revenues and occupancy rates, along with increased property and liability insurance and property taxes. In addition, utility expenses at the Existing Portfolio increased due to increases in the cost of natural gas and electricity. Partially offsetting these increased expenses, repairs and maintenance expenses decreased as our New Orleans hotels ~~totaled~~recognized $1.6 million in ~~both~~Hurricane Ida-related restoration expenses in the first ~~nine~~six months of 2022, and 2021. While our hotels were not significantly impacted by Hurricane Ian in late September 2022, we expect to incur approximately $0.6 million in related restoration expenses at two of our Florida hotelswith no corresponding expense recognized in the ~~fourth quarter~~first six months of ~~2022, which will not exceed the hotels’ property insurance deductibles.~~2023.

●

The Confidante Miami Beach caused hotel operating expenses to increase by $11.2 million.

●

The Three ~~Recently Acquired Hotels caused hotel operating expenses to increase by $42.9 million.~~

●

~~The dispositions of the Five~~ Disposed Hotels caused hotel operating expenses to decrease by ~~$30.2~~$4.5 million.

Other property-level expenses. Other property-level expenses increased ~~$7.4~~$1.5 million, or ~~34.2%~~4.8%, for the three months ended ~~September~~June 30, ~~2022~~2023 as compared to the three months ended ~~September~~June 30, ~~2021~~2022 as follows:

●

Other property-level expenses at the Existing Portfolio increased ~~$6.9~~$0.5 million, primarily due to increased payroll and related expenses, credit card commissions and employee recruiting and training expenses, partially offset by decreased contract and professional fees. In addition, while the majority of the Existing Portfolio saw management fees increase due to increased revenues, total management fees at the Existing Portfolio declined as revenues decreased at both the Renaissance Washington DC, due to renovation-related revenue disruption, and at the Wailea Beach Resort, due to a decline in market fundamentals.

●

The Confidante Miami Beach caused other property-level expenses to increase by $1.0 million.

For the six months ended June 30, 2023, other property-level expenses increased $9.3 million, or 17.2%, as compared to the six months ended June 30, 2022 as follows:

●

Other property-level expenses at the Existing Portfolio increased $7.4 million, including a ~~$2.3~~$3.5 million increase in management fees related to ~~the~~ increases in the Existing Portfolio’s revenues. Additional increases to other property-level expenses at the Existing Portfolio included payroll and related expenses, credit card commissions, employee recruiting and training expenses, ~~dues and subscriptions, travel~~supply expenses and ~~supply~~travel expenses. These increased expenses were partially offset by decreased contract and professional fees.

●

The ~~Three Recently Acquired Hotels~~Confidante Miami Beach caused other property-level expenses to increase by ~~$2.8~~$2.7 million.

●

The ~~dispositions of the Five~~Three Disposed Hotels caused other property-level expenses to decrease by ~~$2.3 million.~~

~~For the nine months ended September 30, 2022, other property-level expenses increased $35.2 million, or 73.0%, as compared to the nine months ended September 30, 2021 as follows:~~

●

Other property-level expenses at the Existing Portfolio increased $30.9 million, including a $13.6 million increase in management fees related to the increases in the Existing Portfolio’s revenues. Additional increases to other property-level expenses at the Existing Portfolio included payroll and related expenses, credit card commissions, employee recruiting and training expenses, dues and subscriptions, contract and professional fees, travel expenses and supply expenses.

●

~~The Three Recently Acquired Hotels caused other property-level expenses to increase by $9.1 million.~~

●

~~The dispositions of the Five Disposed Hotels caused other property-level expenses to decrease by $4.8~~$0.8 million.

Corporate overhead expense. Corporate overhead expense decreased ~~$7.5~~$0.3 million, or ~~48.9%~~3.7%, during the three months ended ~~September~~June 30, ~~2022~~2023 as compared to the three months ended ~~September~~June 30, ~~2021~~2022, primarily due to decreased payroll expenses ~~deferred stock amortization expense and board of director expenses~~ related to the chief executive officer transition costs recognized in ~~September 2021.~~the second quarter of 2022 and office rent expense due to the relocation of our corporate office in January 2023, along with due diligence expenses. These decreased expenses were partially offset by increased ~~due diligence~~deferred stock amortization expense, board of director expenses, entity-level state franchise and ~~professional fees.~~minimum taxes and environmental, social and governance expenses.

~~Table of Contents~~

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, corporate overhead expense decreased ~~$4.8~~$2.6 million, or ~~14.8%~~13.2%, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, primarily due to decreased payroll expenses and deferred stock amortization ~~expense and board of director expenses~~ related to the chief executive officer transition costs recognized in ~~September 2021. In addition, deferred stock amortization~~the first six months of 2022. Additional decreases to corporate overhead expense ~~decreased~~included due diligence expenses and legal fees, along with office rent expense due to the ~~second quarter 2021 retirement~~relocation of our ~~former chief operating officer.~~corporate office in January 2023. These decreased expenses were partially offset by increased ~~due diligence~~board of director expenses, ~~professional fees~~entity-level state franchise and ~~travel~~minimum taxes and environmental, social and governance expenses.

Depreciation and amortization expense. Depreciation and amortization expense ~~decreased $0.8~~increased $1.5 million, or ~~2.6%~~4.9%, during the three months ended ~~September~~June 30, ~~2022~~2023 as compared to the three months ended ~~September~~June 30, ~~2021~~2022 as follows:

●

Depreciation and amortization expense related to the Existing Portfolio increased ~~$0.1~~$0.7 million due to increased depreciation and amortization at our newly renovated hotels, partially offset by decreased expense due to fully depreciated assets.

●

The ~~Three Recently Acquired Hotels~~Confidante Miami Beach caused depreciation and amortization to increase by ~~$2.7~~$0.8 million.

●

~~The dispositions of the Five Disposed Hotels resulted in a decrease in depreciation and amortization of $3.6 million.~~

Table of Contents

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, depreciation and amortization expense ~~decreased $2.1~~increased $2.5 million, or ~~2.2%~~4.0%, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as follows:

●

Depreciation and amortization expense related to the Existing Portfolio increased ~~$0.1~~$1.3 million ~~primarily~~ due to ~~the same reasons noted above in the discussion regarding the third quarter.~~increased depreciation and amortization at our newly renovated hotels, partially offset by decreased expense due to fully depreciated assets.

●

The Confidante Miami Beach caused depreciation and amortization to increase by $2.1 million.

●

The Three ~~Recently Acquired Hotels caused depreciation and amortization to increase by $8.1 million.~~

●

~~The dispositions of the Five~~ Disposed Hotels resulted in a decrease in depreciation and amortization of ~~$10.2~~$0.9 million.

~~Impairment loss~~. Impairment loss totaled zero for both the three and nine months ended September 30, 2022, and $1.0 million for both the three and nine months ended September 30, 2021. In September 2021, we recorded an impairment loss of $1.0 million on the Hilton New Orleans St. Charles due to Hurricane Ida-related damage to the hotel.

Interest and other income ~~(loss)~~. Interest and other income ~~(loss)~~totaled $4.6 million and $0.1 million for the three months ended ~~September~~June 30, 2023 and 2022, ~~totaled income of $0.3~~respectively, and $5.2 million ~~as compared to $2,000~~and $4.5 million for the ~~three~~six months ended ~~September~~June 30, ~~2021. During the three months ended September 30,~~2023 and 2022, ~~and 2021, we recognized interest income of $0.3 million and $2,000,~~ respectively. ~~Interest income increased in the third quarter of 2022 as compared to the same period in 2021 due to higher interest rates.~~

~~Interest and other income (loss) for the nine months ended September 30, 2022 totaled income of $4.8 million as compared to a loss of $0.4 million for the nine months ended September 30, 2021.~~ During the ~~first nine months~~second quarter of ~~2022,~~2023, we recognized ~~$4.4 million in~~ insurance proceeds of $3.7 million for Hurricane Ida-related property damage at ~~our~~the Hilton New Orleans ~~hotels~~St. Charles and ~~$0.4~~interest income of $0.9 million. During the second quarter of 2022, we recognized $0.1 million in interest income.

During the first ~~nine~~six months of ~~2021,~~2023, we ~~accrued a post-closing contingency~~recognized insurance proceeds of ~~$0.4~~$3.7 million tofor Hurricane Ida-related property damage at the ~~current owner of a hotel we sold in 2018, which was slightly offset by the recognition of a nominal amount of interest income. As noted above,~~Hilton New Orleans St. Charles and interest income ~~increased during~~of $1.5 million. During the first ~~nine~~six months of 2022, ~~as compared to~~we received insurance proceeds of $4.4 million for Hurricane Ida-related property damage at the ~~same period in 2021 due to higher~~Hilton New Orleans St. Charles and interest ~~rates.~~income of $0.1 million.

Interest expense. We incurred interest expense as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Interest expense on debt and finance lease obligation	$	8,719	$	7,864	$	21,252	$	23,684	$	12,259	$	6,290	$	23,676	$	12,533
Noncash interest on derivatives, net		(39)		(616)		(2,904)		(2,194)		(3,711)		(1,023)		(1,879)		(2,865)
Amortization of deferred financing costs		589		735		1,940		2,207		675		671		1,220		1,351
Total interest expense	$	9,269	$	7,983	$	20,288	$	23,697	$	9,223	$	5,938	$	23,017	$	11,019

Interest expense increased ~~$1.3~~$3.3 million, or ~~16.1%~~55.3%, during the three months ended ~~September~~June 30, ~~2022~~2023 as compared to the three months ended ~~September~~June 30, ~~2021,~~2022, and ~~decreased $3.4~~$12.0 million, or ~~14.4%,~~108.9% during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as follows:

Interest expense on our debt and finance lease obligation increased ~~$0.9~~$6.0 million and $11.1 million in the ~~third~~second quarter and first six months of ~~2022~~2023, respectively, as compared to the same ~~period~~periods in ~~2021~~2022, primarily due to ~~the additional amounts borrowed under our term loans in July 2022, as well as~~ increased interest on our variable rate ~~debt.~~debt, our draw of the $225.0 million available under our third term loan agreement in May 2023 and the additional amounts borrowed under two of our term loans in July 2022. These increases were partially offset ~~by decreased interest~~ due to ~~the assignment~~our repayment of the $220.0 million loan secured by the ~~Embassy Suites La Jolla~~Hilton San Diego Bayfront in May 2023, partial repayments of the senior notes in February 2022, decreases in the interest rates on our senior notes due to our exiting the ~~hotel’s buyer~~covenant relief period in ~~December 2021. In addition,~~March 2022, and by decreased interest ~~expense~~ on our finance lease obligation ~~decreased~~ due to our sale of the Hyatt Centric Chicago Magnificent Mile in February 2022.

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Interest expense on our debt and finance lease obligation decreased $2.4 million in the first nine months of 2022 as compared to the same period in 2021 primarily due to our 2022 and 2021 debt transactions, including our partial repayments of the senior notes and term loans in February 2022 and December 2021, respectively, and the assignment of the loan secured by the Embassy Suites La Jolla to the hotel’s buyer in December 2021. In addition, interest expense on our finance lease obligation decreased due to our sale of the Hyatt Centric Chicago Magnificent Mile in February 2022. These decreases were partially offset by increased interest due to our second quarter 2022 draws on our credit facility and the additional amounts borrowed under our term loans in July 2022, as well as increased interest on our variable rate debt.

Noncash changes in the fair market value of our derivatives caused interest expense to ~~increase $0.6 million and to~~ decrease ~~$0.7~~$2.7 million in the ~~third~~second quarter ~~and first nine months~~ of ~~2022, respectively,~~2023 as compared to the same ~~periods~~period in ~~2021.~~2022, and to increase $1.0 million in the first six months of 2023 as compared to the same period in 2022.

The amortization of deferred financing costs caused interest expense to decrease $0.1 million ~~and $0.3 million~~ in the ~~third quarter and~~ first ~~nine~~six months of ~~2022, respectively,~~2023 as compared to the same ~~periods~~period in ~~2021.~~2022.

Our weighted average interest rate per annum, including our variable rate debt obligation, was approximately ~~4.4%~~5.9% and ~~3.8%~~3.6% at ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Approximately ~~42.4%~~51.2% and ~~70.5%~~44.1% of our outstanding notes payable had fixed interest rates or had been swapped to fixed interest rates, including a forward starting interest rate swap derivative, at ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Gain on sale of assets. Gain on sale of assets totaled zero for both the three and six months ended June 30, 2023, and zero and $22.9 million for the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~respectively, and zero for both the three and nine months ended September 30, 2021.~~respectively. In the first ~~nine months~~quarter of 2022, we recognized an $11.3 million gain on the sale of the Hyatt Centric Chicago Magnificent Mile and an $11.6 million gain on the combined sale of the Embassy Suites Chicago and the Hilton Garden Inn Chicago Downtown/Magnificent Mile.

~~(Loss) gain~~30

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Gain (loss) on extinguishment of debt, net. ~~(Loss) gain~~Gain (loss) on extinguishment of debt, net totaled ~~a loss~~gains of ~~$0.8 million~~$12,000 and ~~a gain of $0.1 million~~$21,000 for the three months ended ~~September~~June 30, 2023 and 2022, and 2021, respectively. During the third quarter of 2022, we recognized a loss of $0.8 million related to lender fees and the write-off of deferred financing costs associated with our July 2022 Amended Credit Agreement. During the third quarter of 2021, we recognized a gain of $0.1 million associated with the assignment of the Hilton Times Square to the hotel’s mortgage holderrespectively, due to reassessments of the remaining Hilton Times Square potential employee-related obligations currently held in escrow.

~~(Loss)~~For the six months ended June 30, 2023, gain (loss) on extinguishment of debt, net ~~for the nine months ended September 30, 2022~~ totaled a ~~loss~~gain of ~~$1.0~~$9.9 million as compared to a ~~gain~~loss of ~~$0.4~~$0.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. During the first ~~nine~~six months of 2023, we recognized a gain of $9.9 million, comprised of $9.8 million from the relief of the majority of the Hilton Times Square potential employee-related obligations, with the funds released to us from escrow, and $0.1 million due to reassessments of the remaining potential employee-related obligations currently held in escrow. During the first six months of 2022, we recognized a loss of ~~$1.0~~$0.2 million related to ~~lender fees and~~ the ~~write-off~~accelerated amortization of deferred financing costs associated with ~~our July 2022 Amended Credit Agreement and~~ the ~~February 2022 repayments~~repayment of a portion of our senior notes. During the first nine months of 2022 and 2021, we recognized a nominal gain and $0.4 million, respectively, associated with the assignment of the Hilton Times Square to the hotel’s mortgage holder due to reassessments of the potential employee-related obligations currently held in escrow.

Income tax ~~benefit (provision),~~provision, net. We lease our hotels to the TRS Lessee and its subsidiaries, which are subject to federal and state income taxes. In addition, we and the Operating Partnership may also be subject to various state and local income taxes.

During the three and ~~nine~~six months ended ~~September~~June 30, 2023, we recognized current income tax provisions of $0.8 million and $1.2 million, respectively, resulting from current state and federal income tax expenses.

During the three and six months ended June 30, 2022, we recognized net current income tax benefits of $0.3 million and $0.1 million, respectively. In September 2022, we recognized a state tax credit of $0.4 million associated with solar improvements at the Wailea Beach Resort. This credit was partially offset by $0.1 million in current state income tax expense. During the first nine months of September 2022, the Wailea Beach Resort solar state tax credit of $0.4 million was partially offset by $0.3 million in current state income tax expense.

~~During the three and nine months ended September 30, 2021, we recognized net current income tax~~ provisions of ~~$25,000~~$28,000 and ~~$0.1~~$0.2 million, respectively, resulting from current state income tax expense.

~~(Income) loss~~Income from consolidated joint venture attributable to noncontrolling interest. ~~(Income) loss~~Income from consolidated joint venture attributable to noncontrolling interest, which ~~represents~~represented the outside 25.0% interest in the entity that owned the Hilton San Diego Bayfront, totaled zero for both the three and ~~income of~~six months ended June 30, 2023, and $2.3 million and $3.5 million for the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~respectively, and income of $0.9 million and a loss of $1.6 million for the three and nine months ended September 30, 2021,~~ respectively.

In June 2022, we acquired the outside 25.0% interest in the entity that ~~owns~~owned the Hilton San Diego Bayfront, resulting in our ~~owning~~ 100% ownership of the hotel.

Preferred stock dividends ~~and redemption charges~~. Preferred stock dividends and redemption charges decreased $2.9 million, or 46.7%, during the three months ended September 30, 2022 as compared to the same period in 2021, and $6.4 million, or 37.0%, during the nine months ended September 30, 2022 as compared to the same period in 2021 due to the redemptions of our Series E

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~~preferred stock and Series F preferred stock, partially offset by the issuances of our Series G preferred stock, Series H preferred stock and Series I preferred stock.~~

~~Preferred stock dividends and redemption charges~~ were incurred as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Series E preferred stock

$
—

$
—

$
—

$
7,568
(1)
Series F preferred stock

—

3,175
(1)

—

5,593
(1)
Series G preferred stock

165

164

1,339

456

Series H preferred stock

1,761

1,761

5,283

2,485

Series I preferred stock

1,425

1,187

4,275

1,187

Total preferred stock dividends and redemption charges

$
3,351

$
6,287

$
10,897

$
17,289

~~(1)~~

Includes redemption charges of $4.0 million and $2.6 million related to the original issuance costs of the Series E preferred stock and the Series F preferred stock, respectively, which were previously included in additional paid in capital.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Series G preferred stock	$	582	$	587	$	1,164	$	1,174
Series H preferred stock		1,761		1,761		3,522		3,522
Series I preferred stock		1,425		1,425		2,850		2,850
Total preferred stock dividends	$	3,768	$	3,773	$	7,536	$	7,546

Non-GAAP Financial Measures. We use the following “non-GAAP financial measures” that we believe are useful to investors as key supplemental measures of our operating performance: EBITDAre; Adjusted EBITDAre, excluding noncontrolling interest; FFO attributable to common stockholders; and Adjusted FFO attributable to common stockholders. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with ~~GAAP.~~accounting principles generally accepted in the United States (“GAAP”). In addition, our calculation of these measures may not be comparable to other companies that do not define such terms exactly the same as the Company. These non-GAAP measures are used in addition to and in conjunction with results presented in accordance with GAAP. They should not be considered as alternatives to net income (loss), cash flow from operations, or any other operating performance measure prescribed by GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

We present EBITDAre in accordance with guidelines established by the National Association of Real Estate Investment Trusts (“~~NAREIT”~~Nareit”), as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate.” We believe EBITDAre is a useful performance measure to help investors evaluate and compare the results of our operations from period to period in comparison to our peers. ~~NAREIT~~Nareit defines EBITDAre as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property in the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.

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We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful information to investors regarding our operating performance, and that the presentation of Adjusted EBITDAre, excluding noncontrolling interest, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. In addition, we use both EBITDAre and Adjusted EBITDAre, excluding noncontrolling interest as measures in determining the value of hotel acquisitions and dispositions. We adjust EBITDAre for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDAre, excluding noncontrolling interest:

●

Amortization of deferred stock compensation: we exclude the noncash expense incurred with the amortization of deferred stock compensation as this expense is based on historical stock prices at the date of grant to our corporate employees and does not reflect the underlying performance of our hotels.

●

Amortization of contract intangibles: we exclude the noncash amortization of any favorable or unfavorable contract intangibles recorded in conjunction with our hotel acquisitions. We exclude the noncash amortization of contract intangibles because it is based on historical cost accounting and is of lesser significance in evaluating our actual performance for the current period.

●

Amortization of right-of-use assets and obligations: we exclude the amortization of our right-of-use assets and related lease obligations, as these expenses are based on historical cost accounting and do not reflect the actual rent amounts due to the respective lessors or the underlying performance of our hotels.

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●

Finance lease obligation interest – cash ground rent: we include an adjustment for the cash finance lease expense recorded on the building lease at the Hyatt Centric Chicago Magnificent Mile (prior to the hotel’s sale in February 2022). We determined that the building lease iswas a finance lease, and, therefore, we ~~include~~included a portion of the lease payment each month in interest expense. We ~~adjust~~adjusted EBITDAre for the finance lease in order to more accurately reflect the actual rent due to the hotel’s lessor in the ~~current~~respective period, as well as the operating performance of the hotel.

●

Undepreciated asset transactions: we exclude the effect of gains and losses on the disposition of undepreciated assets because we believe that including them in Adjusted EBITDAre, excluding noncontrolling interest is not consistent with reflecting the ongoing performance of our assets.

●

Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired because, like interest expense, their removal helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure.

●

~~Acquisition costs~~: under GAAP, costs associated with acquisitions that meet the definition of a business are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company or our hotels.

●

Noncontrolling interest: we exclude the noncontrolling partner’s pro rata share of the net (income) loss allocated to the Hilton San Diego Bayfront partnership prior to our acquisition of the noncontrolling partner’s interest in June 2022, as well as the noncontrolling partner’s pro rata share of any EBITDAre and Adjusted EBITDAre components.

●

Cumulative effect of a change in accounting principle: from time to time, the FASB promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments, which include the accounting impact from prior periods, because they do not reflect our actual performance for that period.

●

3632

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The following table reconciles our unaudited net income ~~(loss)~~ to EBITDAre and Adjusted EBITDAre, excluding noncontrolling interest for our total portfolio for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Net income (loss)	$	20,488	$	(22,124)	$	73,303	$	(105,329)
Net income									$	43,078	$	37,692	$	64,165	$	52,815
Operations held for investment:
Depreciation and amortization		31,750		32,585		94,003		96,084		32,397		30,893		64,739		62,253
Interest expense		9,269		7,983		20,288		23,697		9,223		5,938		23,017		11,019
Income tax (benefit) provision, net		(290)		25		(126)		91
Loss (gain) on sale of assets		—		12		(22,946)		82
Impairment loss		—		1,014		—		1,014
Income tax provision, net										803		28		1,161		164
Gain on sale of assets										—		—		—		(22,946)
EBITDAre		61,217		19,495		164,522		15,639		85,501		74,551		153,082		103,305

Operations held for investment:
Amortization of deferred stock compensation		2,230		3,165		8,661		10,576		3,325		2,853		5,752		6,431
Amortization of right-of-use assets and obligations		(350)		(335)		(1,050)		(1,004)		(17)		(354)		(69)		(700)
Amortization of contract intangibles, net		(19)		—		(43)		—		(18)		(18)		(36)		(24)
Finance lease obligation interest — cash ground rent		—		(351)		(117)		(1,053)		—		—		—		(117)
Loss (gain) on extinguishment of debt, net		770		(61)		962		(371)
Prior year property tax adjustments, net		—		605		—		(1,384)
Hurricane-related losses net of (insurance restoration proceeds)		—		1,621		(2,755)		1,621
Property-level severance related to sold hotel		—		4,562		—		4,562
Lawsuit settlement cost		—		691		—		691
CEO transition costs		—		7,976		—		7,976
Noncontrolling interest:
(Income) loss from consolidated joint venture attributable to noncontrolling interest		—		(933)		(3,477)		1,638
Depreciation and amortization		—		(791)		(1,456)		(2,407)
Interest expense		—		(181)		(374)		(501)
Amortization of right-of-use asset and obligation		—		72		132		217
Lawsuit settlement cost		—		(173)		—		(173)
(Gain) loss on extinguishment of debt, net										(12)		(21)		(9,921)		192
Hurricane-related insurance restoration proceeds net of losses										(3,722)		138		(3,722)		(2,755)
Noncontrolling interest										—		(3,155)		—		(5,175)
Adjustments to EBITDAre, net		2,631		15,867		483		20,388		(444)		(557)		(7,996)		(2,148)
Adjusted EBITDAre, excluding noncontrolling interest	$	63,848	$	35,362	$	165,005	$	36,027	$	85,057	$	73,994	$	145,086	$	101,157

Adjusted EBITDAre, excluding noncontrolling interest increased ~~$28.5~~$11.1 million, or ~~80.6%~~15.0%, in the ~~third~~second quarter of ~~2022~~2023 as compared to the same period in ~~2021,~~2022, and ~~$129.0~~$43.9 million, or ~~358.0%~~43.4%, in the first ~~nine~~six months of ~~2022~~2023 as compared to the same period in ~~2021 primarily~~2022 due to the following:

●

Adjusted EBITDAre at the Existing Portfolio increased ~~$34.4~~$3.8 million, or ~~108.6%~~4.6%, and ~~$141.6~~$26.7 million, or ~~351.2%~~22.1%, in the ~~third~~second quarter and first ~~nine~~six months of ~~2022,~~2023, respectively, as compared to the same periods in ~~2021~~2022 primarily due to the changes in the Existing Portfolio’s revenues and expenses included in the discussion above regarding the operating results for the ~~third~~second quarter and first ~~nine~~six months of 2023.

●

The Confidante Miami Beach recorded Adjusted EBITDAre of $1.4 million and $7.1 million in the second quarter and first six months of 2023, respectively, and $0.6 million in both the second quarter and first six months of 2022.

●

The Three ~~Recently Acquired Hotels recorded Adjusted EBITDA~~re ~~of $3.3 million and $8.8 million in the third quarter and first nine months of 2022, respectively. The Montage Healdsburg, acquired in April 2021, recorded Adjusted EBITDA~~re ~~of $3.6 million and $5.2 million for the third quarter and first nine months of 2021, respectively.~~

●

~~The Five~~ Disposed Hotels recorded net negative Adjusted EBITDAre of $2.2 million in the first ~~nine~~six months of ~~2022 as compared to net positive Adjusted EBITDA~~re ~~of $4.7 million and net negative Adjusted EBITDA~~re ~~of $3.4 million in the third quarter and first nine months of 2021, respectively.~~

●

~~Corporate-level Adjusted EBITDA~~re ~~decreased $0.9 million and $17.4 million in the third quarter and first nine months of 2022 as compared to the same periods in 2021, respectively.~~2022.

We believe that the presentation of FFO attributable to common stockholders provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified noncash items such as real estate depreciation and amortization, any real estate impairment loss and any gain or loss on sale of real estate assets, all of which are based on historical cost accounting and may be of lesser significance in evaluating our current performance. Our presentation of FFO attributable to common stockholders conforms to the ~~NAREIT~~Nareit definition of “FFO applicable to common shares.” Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current ~~NAREIT~~Nareit definition, or that interpret the current ~~NAREIT~~Nareit definition differently than we do.

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We also present Adjusted FFO attributable to common stockholders when evaluating our operating performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance, and may facilitate comparisons of operating performance between periods and our peer companies. We adjust FFO attributable to common stockholders for the following items, which may occur in any period, and refer to this measure as Adjusted FFO attributable to common stockholders:

●

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●

Real estate amortization of right-of-use assets and obligations: we exclude the amortization of our real estate right-of-use assets and related lease obligations, which includes the amortization of both our finance and operating lease intangibles (with the exception of our corporate operating lease), as these expenses are based on historical cost accounting and do not reflect the actual rent amounts due to the respective lessors or the underlying performance of our hotels.

●

Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired, as well as the noncash interest on our derivatives and finance lease obligation. We believe that these items are not reflective of our ongoing finance costs.

●

Noncontrolling interest: we deduct the noncontrolling partner’s pro rata share of any FFO adjustments related to our consolidated Hilton San Diego Bayfront partnership prior to our acquisition of the noncontrolling partner’s interest in June 2022.

●

Other adjustments: we exclude other adjustments that we believe are outside the ordinary course of business because we do not believe these costs reflect our actual performance for that period and/or the ongoing operations of our hotels. Such items may include: lawsuit settlement costs; ~~prior year property tax assessments or credits;~~ the write-off of development costs associated with abandoned projects; changes to deferred tax assets, liabilities or valuation allowances; property-level restructuring, severance and management transition costs; debt resolution costs; preferred stock redemption charges; lease terminations; property insurance restoration proceeds or uninsured losses; income tax benefits or provisions associated with the application of net operating loss carryforwards, uncertain tax positions or with the sale of assets other than real estate investments; and other nonrecurring identified adjustments.

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The following table reconciles our unaudited net income ~~(loss)~~ to FFO attributable to common stockholders and Adjusted FFO attributable to common stockholders for our total portfolio for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Net income (loss)

$
20,488

$
(22,124)

$
73,303

$
(105,329)

Preferred stock dividends and redemption charges

(3,351)

(6,287)

(10,897)

(17,289)

Operations held for investment:

Real estate depreciation and amortization

31,313

31,959

92,796

94,206

Loss (gain) on sale of assets

—

12

(22,946)

82

Impairment loss

—

1,014

—

1,014

Noncontrolling interest:

(Income) loss from consolidated joint venture attributable to noncontrolling interest

—

(933)

(3,477)

1,638

Real estate depreciation and amortization

—

(791)

(1,456)

(2,407)

FFO attributable to common stockholders

48,450

2,850

127,323

(28,085)

Operations held for investment:

Amortization of deferred stock compensation (1)

2,230

3,165

8,661

10,576

Real estate amortization of right-of-use assets and obligations

(288)

87

(868)

249

Amortization of contract intangibles, net

141

—

344

—

Noncash interest on derivatives, net

(39)

(616)

(2,904)

(2,194)

Loss (gain) on extinguishment of debt, net

770

(61)

962

(371)

Prior year property tax adjustments, net

—

605

—

(1,384)

Hurricane-related losses net of (insurance restoration proceeds)

—

1,621

(2,755)

1,621

Property-level severance related to sold hotel

—

4,562

—

4,562

Lawsuit settlement cost

—

691

—

691

CEO transition costs

—

7,976

—

7,976

Preferred stock redemption charges

—

2,624

—

6,640

Noncontrolling interest:

Real estate amortization of right-of-use asset and obligation

—

72

132

217

Lawsuit settlement cost

—

(173)

—

(173)

Noncash interest on derivatives, net

—

(20)

—

(20)

Adjustments to FFO attributable to common stockholders, net

2,814

20,533

3,572

28,390

Adjusted FFO attributable to common stockholders

$
51,264

$
23,383

$
130,895

$
305

~~(1)~~

Amortization of deferred stock compensation has been added to the adjustments to FFO attributable to common stockholders, net for the three and nine months ended September 30, 2021 to conform to the current year’s presentation.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	43,078	$	37,692	$	64,165	$	52,815
Preferred stock dividends		(3,768)		(3,773)		(7,536)		(7,546)
Operations held for investment:
Real estate depreciation and amortization		32,240		30,456		64,431		61,483
Gain on sale of assets		—		—		—		(22,946)
Noncontrolling interest		—		(3,009)		—		(4,933)
FFO attributable to common stockholders		71,550		61,366		121,060		78,873

Operations held for investment:
Amortization of deferred stock compensation		3,325		2,853		5,752		6,431
Real estate amortization of right-of-use assets and obligations		(128)		(294)		(247)		(580)
Amortization of contract intangibles, net		85		143		168		203
Noncash interest on derivatives, net		(3,711)		(1,023)		(1,879)		(2,865)
(Gain) loss on extinguishment of debt, net		(12)		(21)		(9,921)		192
Hurricane-related insurance restoration proceeds net of losses		(3,722)		138		(3,722)		(2,755)
Noncontrolling interest		—		58		—		132
Adjustments to FFO attributable to common stockholders, net		(4,163)		1,854		(9,849)		758
Adjusted FFO attributable to common stockholders	$	67,387	$	63,220	$	111,211	$	79,631

Adjusted FFO attributable to common stockholders increased ~~$27.9~~$4.2 million, or ~~119.2%~~6.6%, and $31.6 million, or 39.7%, in the ~~third~~second quarter and first six months of ~~2022~~2023, respectively, as compared to the same ~~period~~periods in ~~2021, and $130.6 million, or 42,816.4%, in the first nine months of~~ 2022 ~~as compared to the same period in 2021~~ primarily due to the same reasons noted in the discussion above regarding Adjusted EBITDAre, excluding noncontrolling interest.

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Liquidity and Capital Resources

During the periods presented, our sources of cash included our operating activities and working capital, as well as proceeds from hotel dispositions, our credit facility and term ~~loans, issuances of both common~~loan, and ~~preferred stock,~~business interruption and property ~~insurance and contributions from our former joint venture partner.~~insurance. Our primary uses of cash were for capital expenditures for hotels and other assets, acquisitions of hotels and other assets, operating expenses, ~~including funding the negative cash flow at our hotels,~~ repurchases of our common ~~stock, redemptions of our preferred~~ stock, repayments of notes payable and ~~our credit facility,~~ dividends and distributions on our preferred and common ~~stock and distributions to our former joint venture partner.~~stock. We cannot be certain that traditional sources of funds will be available in the future.

Operating activities. Our net cash provided by or used in operating activities fluctuates primarily as a result of changes in hotel revenue and the operating cash flow of our hotels. Our net cash provided by or used in operating activities may also be affected by changes in our portfolio resulting from hotel acquisitions, dispositions or renovations. Net cash provided by operating activities was ~~$149.7~~$107.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 as compared to ~~$8.4~~$90.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The net increase in cash provided by operating activities during the first ~~nine~~six months of ~~2022~~2023 as compared to the same period in

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~~2021~~ 2022 was primarily due to the increase in travel demand benefiting our hotels and additional operating cash provided by the ~~Three Recently Acquired Hotels,~~newly-acquired The Confidante Miami Beach, partially offset by a decrease in operating cash caused by the sales of the ~~Five~~Three Disposed Hotels.

Investing activities. Our net cash provided by or used in investing activities fluctuates primarily as a result of acquisitions, dispositions and renovations of hotels and other assets. Net cash used in investing activities during the first ~~nine~~six months of ~~2022~~2023 as compared to the first ~~nine~~six months of ~~2021~~2022 was as follows (in thousands):


	Nine Months Ended September 30,				Six Months Ended June 30,
	2022		2021		2023		2022
Proceeds from sale of assets	$	191,291	$	—
Acquisition and disposition deposits, net		—		(3,900)
Proceeds from sales of assets					$	—	$	191,291
Proceeds from property insurance		4,369		—		—		4,369
Acquisitions of hotel properties and other assets		(232,506)		(195,706)		—		(232,506)
Renovations and additions to hotel properties and other assets		(97,539)		(41,910)		(49,219)		(62,621)
Payment for interest rate derivative		—		(80)
Net cash used in investing activities	$	(134,385)	$	(241,596)	$	(49,219)	$	(99,467)

During the first ~~nine~~six months of 2023, we invested $49.2 million for renovations and additions to our portfolio and other assets.

During the first six months of 2022, we received total proceeds of $191.3 million from our sales of three hotels, consisting of $63.2 million for the Hyatt Centric Chicago Magnificent Mile (having already received a $4.0 million disposition deposit in December 2021) and $128.1 million for the Embassy Suites Chicago and the Hilton Garden Inn Chicago Downtown/Magnificent Mile. In addition, we received insurance proceeds of $4.4 million for hurricane-related property damage at the Hilton New Orleans St. Charles. These cash inflows were partially offset by $232.5 million paid to acquire hotel properties and other assets, consisting of $232.0 million for The Confidante Miami Beach, including closing costs and prorations, and $0.5 million paid to acquire additional wet and dry boat slips at the Oceans Edge Resort & Marina. In addition, we invested ~~$97.5~~$62.6 million for renovations and additions to our portfolio and other assets.

During the first nine months of 2021, we paid a deposit of $4.0 million towards our December 2021 acquisition of the Four Seasons Resort Napa Valley, and we received a deposit of $0.1 million from the buyer of the Renaissance Westchester, which we sold in October 2021. In addition, during the first nine months of 2021, we paid a total of $195.7 million to acquire hotel properties and other assets, including $195.6 million to acquire the Montage Healdsburg and $0.1 million to acquire an additional dry boat slip at the Oceans Edge Resort & Marina. We also invested $41.9 million for renovations and additions to our portfolio and other assets and paid $0.1 million for an interest rate cap derivative on debt secured by the Hilton San Diego Bayfront.

Financing activities. Our net cash provided by or used in financing activities fluctuates primarily as a result of our dividends and distributions paid, issuance and repurchase of common stock, issuance and repayment of notes payable and our credit facility ~~debt restructurings~~ and issuance and redemption of other forms of capital, including preferred equity. Net cash used in financing activities during the first ~~nine~~six months of ~~2022~~2023 as compared to ~~net cash provided by financing activities during~~ the first ~~nine~~six months of ~~2021~~2022 was as follows (in thousands):


	Nine Months Ended September 30,				Six Months Ended June 30,
	2022		2021		2023		2022
Acquisition of noncontrolling interest, including transaction costs	$	(101,348)	$	—	$	(299)	$	(101,348)
Proceeds from preferred stock offerings		—		215,000
Payment of preferred stock offering costs		—		(7,287)
Redemptions of preferred stock		—		(190,000)
Proceeds from common stock offerings		—		38,443
Payment of common stock offering costs		(91)		(784)		(428)		(91)
Repurchases of outstanding common stock		(86,646)		—		(21,481)		(77,980)
Repurchases of common stock for employee tax obligations		(3,351)		(4,877)		(3,348)		(3,351)
Proceeds from credit facility		230,000		—		—		230,000
Payment on credit facility		(230,000)		—
Proceeds from notes payable		243,615		—
Proceeds from note payable						225,000		—
Payments on notes payable		(38,405)		(2,461)		(221,036)		(35,994)
Payments of deferred financing costs		(7,404)		—		(2,332)		—
Dividends and distributions paid		(11,059)		(10,745)		(27,537)		(6,699)
Distribution to noncontrolling interest		(5,500)		—		—		(5,500)
Contribution from noncontrolling interest		—		1,375
Net cash (used in) provided by financing activities	$	(10,189)	$	38,664
Net cash used in financing activities					$	(51,461)	$	(963)

During the first six months of 2023, we paid an additional $0.3 million to true-up the total acquisition cost of the outside 25.0% equity interest in the entity that owns the Hilton San Diego Bayfront and $0.4 million in common stock offering costs related to our

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shelf registration statement. In addition, we paid $21.5 million to repurchase 2,266,384 shares of our outstanding common stock, $3.3 million to repurchase common stock to satisfy the tax obligations in connection with the vesting of restricted common stock issued to employees, and $27.5 million in dividends and distributions to our preferred and common stockholders. We also entered into a term loan agreement, receiving $225.0 million in proceeds and paying $2.3 million in related deferred financing costs. We utilized the proceeds received from the term loan to repay the $220.0 million loan secured by the Hilton San Diego Bayfront. We also paid $1.0 million in scheduled principal payments on our notes payable.

During the first ~~nine~~six months of 2022, we paid $101.3 million to acquire the outside 25.0% equity interest in the entity that owns the Hilton San Diego Bayfront, ~~$86.6~~$78.0 million to repurchase ~~7,995,560~~7,114,983 shares of our outstanding common stock and $0.1 million in common stock offering costs related to restricted common stock issued to employees. In addition, we paid $36.0 million in principal payments on our notes payable, including $35.0 million to repay a portion of our senior notes and $1.0 million in scheduled principal payments on our notes payable. We also paid $3.4 million to repurchase common stock to satisfy the tax obligations in connection with the vesting of restricted common stock issued to employees, ~~$11.1~~$6.7 million in dividends ~~and distributions~~ to our preferred ~~and common~~ stockholders and $5.5 million in distributions to our former joint venture partner. In July 2022, we entered into the Amended Credit Agreement and received $243.6 million in proceeds associated with additional borrowing on our two term loans. We utilized the proceeds received from the incremental borrowing on the term loans to fully repay the $230.0 million we drewThese cash outflows were partially offset by draws on our credit facility in the second quarter of 2022. In addition, we paid $38.4 million in principal payments on our notes payable, including $35.0 million to repay a portion of our senior notes, $1.5 million in scheduled principal payments on our notes payable and $1.9 million in principal payments associated with our Amended Credit Agreement, and we paid $7.4 million in deferred financing costs related to the Amended Credit Agreement.

During the first nine months of 2021, we received total gross proceeds of $215.0 million on our preferred stock offerings, including $115.0 million from the issuance of 4,600,000 shares of our Series H preferred stock and $100.0 million from the issuance of 4,000,000 shares of our Series I preferred stock, and we paid a total of $7.3 million in offering costs on our Series G preferred stock, Series H preferred stock and Series I preferred stock. We used $190.0 million of the proceeds received from our preferred stock issuances to redeem in full all 4,600,000 shares of our Series E preferred stock and all 3,000,000 shares of our Series F preferred stock. In addition, we received gross proceeds of $38.4 million from the issuance of 2,913,682 shares of our common stock under our ATM Program, and paid $0.8 million in related offering costs. We also received a $1.4 million contribution from our former joint venture partner. These net cash inflows were partially offset as we paid $4.9 million to repurchase common stock to satisfy the tax obligations in connection with the vesting of restricted common stock issued to employees, $2.5 million in principal payments on our notes payable and $10.7 million in dividends to our preferred stockholders.totaling $230.0 million.

Future.While operations have improved in the first nine months of 2022 as compared to the same period in 2021, certain of our hotels continue to operate below pre-pandemic levels. We believe the ongoing effects of the COVID-19 pandemic on our operations could continue to have a negative impact on our financial results and liquidity in 2022. Despite these challenges, we believe that we have sufficient liquidity, as well as access to our credit facility and capital markets, to withstand any potential declines in our operating cash flow. Given the unprecedented impact of COVID-19 on the global market and our hotel operations, we cannot, however, assure you that our forecast or the assumptions we used to estimate our liquidity requirements will be correct. In addition, the magnitude and duration of the COVID-19 pandemic is uncertain.

We expect our primary sources of cash will continue to be our working capital, credit facility, additional issuances of notes payable, dispositions of hotel properties and proceeds from ~~public and private~~ offerings of debt securities and common and preferred stock. However, there can be no assurance that our future asset sales will be successfully ~~completed or that the~~completed. As a result of rising inflation rates and interest rates, as well as a possible recession in 2023 and 2024, certain sources of capital ~~markets will~~may not be as readily available to us as they have in the ~~future on favorable terms~~past or may come at ~~all.~~higher costs.

We expect our primary uses of cash to be for operating expenses, ~~including funding the cash flow needs at our hotels if necessary,~~ capital investments in our hotels, repayment of principal on our notes payable and credit facility, interest expense, repurchases of our common stock, distributions on our common stock, dividends on our preferred stock and acquisitions of hotels or interests in hotels.

InThe recent increases in inflation and interest rates have had, and we expect will continue to have, a negative effect on our operations. We have experienced increases in wages, employee-related benefits, food costs, commodity costs, including those used to renovate or reposition our hotels, property taxes, property and liability insurance, utilities and borrowing costs. The ability of our hotel operators to adjust rates has mitigated the ~~third quarter~~impact of ~~2022,~~increased operating costs on our ~~board~~financial position and results of ~~directors declared a cash dividend of $0.05 per share of common stock that was paid~~operations. However, the increases in October 2022. Any future common stock dividends will be determined by our board of directors after considering our obligations under our various financing agreements, projected taxable income, compliance with our debt covenants, long-term operating projections, expected capital requirements and risksinterest rates is negatively affecting our ~~business.~~variable rate debt, resulting in increased interest payments.

Cash Balance. As of ~~September~~June 30, ~~2022,~~2023, our unrestricted cash balance was ~~$117.6~~$107.8 million. We believe that our current unrestricted cash balance and our ability to draw the $500.0 million of capacity available for borrowing under the unsecured revolving credit facility will enable us to successfully manage our ~~Company while operations at our hotels are reduced.~~

Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of the hotels securing the loans decline. These provisions were triggered in January 2021 for the loan secured by the JW Marriott New Orleans and in May 2021 for the loan secured by the Hilton San Diego Bayfront. In April 2022, the loan secured by the Hilton San Diego Bayfront exited the cash trap, and in October 2022 we notified the lender for the loan secured by the JW Marriott New Orleans that we have met the criteria to exit the cash trap. As of September 30, 2022, no excess cash generated by the JW Marriott New Orleans was held in a lockbox account for the benefit of the lender.Company.

Debt. As of ~~September~~June 30, ~~2022,~~2023, we had ~~$816.6~~$820.1 million of debt, ~~$167.8~~$163.5 million of cash and cash equivalents, including restricted cash, and total assets of $3.1 billion. We believe that by maintaining appropriate debt levels, staggering maturity dates and

~~Table of Contents~~

maintaining a highly flexible structure, we will have lower capital costs than more highly leveraged companies, or companies with limited flexibility due to restrictive corporate-level financial covenants.

In February 2022, we used a portion of the proceeds received from the disposition of the Hyatt Centric Chicago Magnificent Mile to repay $25.0 million of our unsecured Series A Senior Notes and $10.0 million of our unsecured Series B Senior Notes, resulting in remaining balances of $65.0 million and $105.0 million on our Series A Senior Notes and Series B Senior Notes, respectively, as of September 30, 2022.

In March 2022, we elected to early terminate the covenant relief period related to our unsecured debt, having satisfied the financial covenants stipulated in the 2020 and 2021 Unsecured Debt Amendments for the quarter ended December 31, 2021. The Unsecured Debt Amendments were scheduled to provide covenant relief through the end of the third quarter of 2022, with quarterly testing resuming for the period ending September 30, 2022. Following our early termination of the covenant relief period in March 2022, the original financial covenants on our unsecured debt agreements were to be phased-in over the following five quarters to ease compliance. By exiting the covenant relief period, we are no longer subject to additional restrictions on debt issuance and repayment, capital investment, share repurchases and dividend distributions that were imposed as part of the Unsecured Debt Amendments.

In May 2022 and June 2022, we drew $140.0 million and $90.0 million, respectively, under our credit facility to acquire The Confidante Miami Beach and the outside 25.0% equity interest in the entity that owns the Hilton San Diego Bayfront.

In July 2022, we entered into the Amended Credit Agreement which expanded our unsecured borrowing capacity and extended the maturity of the in-place term loans. The Amended Credit Agreement continues to provide for a $500.0 million revolving credit facility and increased the aggregate amount of our two term loans from $108.3 million to $350.0 million. The facilities bear interest pursuant to a leverage-based pricing grid ranging from 1.35% to 2.25% over the applicable adjusted term SOFR. The $500.0 million revolving credit facility has two six-month extension options, which would result in an extended maturity of July 2027. The two term loan facilities each have a balance of $175.0 million and mature in July 2027 and January 2028. We utilized the proceeds received from the incremental borrowing on the term loans to fully repay the $230.0 million that was outstanding on our revolving credit facility. As of ~~September~~June 30, ~~2022,~~2023, we have no amount outstanding under the revolving portion of our credit facility, with $500.0 million of capacity available for additional borrowing under the facility. The Company’s ability to draw on the credit facility is subject to the Company’s compliance with various financial covenants.

As of ~~September~~June 30, ~~2022, 42.4%~~2023, 51.2% of our outstanding debt had fixed interest rates or either had been swapped or was under contract to be swapped to fixed interest rates, including the loan secured by the JW Marriott New Orleans, ~~a portion of our~~ unsecured corporate-level Term Loan 21 and two unsecured corporate-level senior notes. In March 2023, we entered into two interest rate swaps on Term Loan 1, the first of which was effective March 17, 2023, expires March 17, 2026, and fixes the SOFR rate on $75.0 million of Term Loan 1 to 3.675%, resulting in an effective interest rate of 5.105% as of June 30, 2023. The second interest rate swap will be effective September 14, 2023, expires September 14, 2026, and fixes the SOFR rate on the remaining $100.0 million of Term Loan 1 to 3.931%.

The Company’s floating rate debt as of June 30, 2023 includes ~~the $220.0~~$100.0 million ~~non-recourse mortgage on~~of Term Loan 1, the ~~Hilton San Diego Bayfront, which is subject to an interest rate cap derivative that caps the floating interest rate at 6.0% until December 2022, our~~ $175.0 million unsecured corporate-level Term Loan 1,2, which was subject to an interest rate swap derivative until the derivative matured in ~~September 2022,~~January 2023, and ~~a portion of our $175.0~~the $225.0 million unsecured corporate-level Term Loan 2.3.

We may in the future seek to obtain mortgages on one or more of our 1314 unencumbered hotels (subject to certain stipulations under our unsecured term loans and senior notes), all of which were held by subsidiaries whose interests were pledged to our credit facility as of ~~September~~June 30, ~~2022.~~2023. Our 1314 unencumbered hotels include: Boston Park Plaza; Four Seasons Resort Napa Valley; Hilton New Orleans St. Charles; Hilton San Diego Bayfront; Hyatt Regency San Francisco; Marriott Boston Long Wharf; Montage Healdsburg;

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Oceans Edge Resort & Marina; Renaissance Long Beach; Renaissance Orlando at SeaWorld®; Renaissance Washington DC; The Bidwell Marriott Portland; The Confidante Miami Beach; and Wailea Beach Resort. Should we obtain secured financing on any or all of our unencumbered hotels, the amount of capital available through our credit facility or future unsecured borrowings may be reduced.

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Contractual Obligations. The following table summarizes our payment obligations and commitments as of ~~September~~June 30, ~~2022~~2023 (in thousands):

Payment due by period

Less Than

1 to 3

3 to 5

More than

Total

1 year

years

years

5 years

Notes payable (1)

$
816,647

$
2,145

$
294,502

$
240,000

$
280,000

Interest obligations on notes payable (2)

134,395

35,428

53,115

40,455

5,397

Operating lease obligations, including imputed interest (3)

27,414

6,734

13,391

4,656

2,633

Construction commitments

66,701

66,701

—

—

—

Total

$
1,045,157

$
111,008

$
361,008

$
285,111

$
288,030


	Payment due by period
			Less Than		1 to 3		3 to 5		More than
	Total		1 year		years		years		5 years
Notes payable	$	820,100	$	2,122	$	362,978	$	455,000	$	—
Interest obligations on notes payable (1)		182,381		48,169		91,631		42,581		—
Operating lease obligations, including imputed interest (2) (3)		18,721		5,547		9,303		2,058		1,813
Construction commitments		49,615		49,615		—		—		—
Total	$	1,070,817	$	105,453	$	463,912	$	499,639	$	1,813

(1)

Notes payable includes the $220.0 million mortgage secured by the Hilton San Diego Bayfront, which is scheduled to mature in December 2022. We have notified the lenders of our intent to exercise the remaining one-year option to extend the maturity to December 2023.

~~(2)~~

Interest is calculated based on the loan balances and variable rates, as applicable, at ~~September~~June 30, ~~2022,~~2023, and includes the effect of our interest rate derivatives.

(2)

Operating lease obligations include the lease on our current corporate headquarters and the sublease on our previous corporate headquarters.

(3)

Operating lease obligations include a ground lease that expires in 2071 and requires a reassessment of rent payments due after 2025, agreed upon by both us and the lessor; therefore, no amounts are included in the above table for this ground lease after 2025.

Capital Expenditures and Reserve Funds

We believe we maintain each of our hotels in good repair and condition and in general conformity with applicable franchise and management agreements, ground lease, laws and regulations. Our capital expenditures primarily relate to the ongoing maintenance of our hotels and are budgeted in the reserve accounts described in the following paragraph. We also incur capital expenditures for cyclical renovations, hotel repositionings and development. We invested ~~$97.5~~$49.2 million in our portfolio and other assets during the first ~~nine~~six months of ~~2022.~~2023. As of ~~September~~June 30, ~~2022,~~2023, we have contractual construction commitments totaling ~~$66.7~~$49.6 million for ongoing renovations. During 2023 and 2024, we will continue to incur significant capital expenditures as we complete a substantial renovation and rebranding of The Confidante Miami Beach to Andaz Miami Beach. If we renovate ~~or develop~~ additional hotels ~~or other assets~~ in the future, our capital expenditures will likely increase.

With respect to our hotels that are operated under management or franchise agreements with major national hotel brands and our hotels subject to first mortgage liens, we are obligated to maintain an FF&E reserve account for future planned and emergency-related capital expenditures at these hotels. The amount funded into each of these reserve accounts is determined pursuant to the management, franchise and loan agreements for each of the respective hotels, ranging between ~~2.0%~~1.0% and 5.0% of the respective hotel’s applicable annual revenue. As of ~~September~~June 30, ~~2022,~~2023, our balance sheet includes restricted cash of ~~$36.2~~$54.0 million, which was held in FF&E reserve accounts for future capital expenditures at the majority of our hotels. According to certain loan agreements, reserve funds are to be held by the lenders or managers in restricted cash accounts, and we are not required to spend the entire amount in such reserve accounts each year.

Seasonality and Volatility

As is typical of the lodging industry, we experience some seasonality in our business. Revenue for certain of our hotels is generally affected by seasonal business patterns (e.g., the first quarter is strong in Hawaii, Key West, New Orleans and Orlando, the second quarter is strong for the Mid-Atlantic business hotels, both the second and third quarters are strong for the California counties of Napa and Sonoma and the fourth quarter is strong for Hawaii and Key West). Quarterly revenue also may be adversely affected by renovations and repositionings, our managers’ effectiveness in generating business and by events beyond our control, such as economic and business conditions, including a U.S. recession or increased inflation, trade conflicts and tariffs, changes impacting global travel, regional or global economic slowdowns, any flu or disease-related pandemic that impacts travel or the ability to travel, including the COVID-19 pandemic, the adverse effects of climate change, the threat of terrorism, terrorist events, civil unrest, government shutdowns, events that reduce the capacity or availability of air travel, increased competition from other hotels in our markets, new hotel supply or alternative lodging options and unexpected changes in business, commercial travel, leisure travel and tourism.

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Inflation

Inflation affects our expenses, including, without limitation, by increasing such costs as wages, employee-related benefits, food ~~commodities,~~costs, commodity costs, including those used to renovate or reposition our hotels, property taxes, property and liability insurance, utilities and borrowing costs. We rely on our hotel operators to adjust room rates and pricing for hotel services to reflect the effects of inflation. However, previously contracted rates, competitive pressures or other factors may limit the ability of our operators to respond to inflation. As a result, our hotel expenses may increase at higher rates than hotel revenue.

Critical Accounting ~~Policies~~Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with ~~accounting principles generally accepted in the United States (“GAAP”).~~GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities.

We evaluate our estimates on an ongoing basis. We base our estimates on historical experience, information that is currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect the most significant judgments and estimates used in the preparation of our consolidated financial statements.

●

Impairment of ~~long-lived assets~~investments in hotel properties. Impairment losses are recorded on ~~long-lived assets~~investments in hotel properties to be held and used by us when indicators of impairment are present and the future undiscounted net cash flows, including potential sale proceeds, expected to be generated by those assets, based on our anticipated investment horizon, are less than the assets’ carrying amount. We evaluate our ~~long-lived assets~~investments in hotel properties to determine if there are indicators of impairment on a quarterly basis. No single indicator would necessarily result in us preparing an estimate to determine if a hotel’s future undiscounted cash flows are less than the ~~book~~carrying value of the hotel. We use judgment to determine if the severity of any single indicator, or the fact there are a number of indicators of less severity that when combined, would result in an indication that a hotel requires an estimate of the undiscounted cash flows to determine if an impairment has occurred. The Company considers indicators of impairment such as, but not limited to, hotel disposition strategy and hold period, a significant decline in operating results not related to renovations or repositioning, physical damage to the property due to unforeseen events such as natural disasters, and an estimate or belief that the fair value is less than the carrying value. The Company performs an analysis to determine the recoverability of the hotel by comparing the future undiscounted cash flows expected to be generated by the hotel to the hotel’s carrying amount.

If a hotel is considered to be impaired, the related assets are adjusted to their estimated fair value and an impairment loss is recognized. ~~The impairment loss recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.~~ We perform a fair value assessment using ~~one or more~~valuation techniques such as discounted cash ~~flow analyses~~flows and comparable sales transactions in the market to estimate the fair value of the hotel ~~taking into account the hotel’s expected cash flow from operations, our estimate of how long we will own the hotel~~ and, ~~the~~if appropriate and available, current estimated net sales proceeds from the disposition of the hotel. When multiple cash flow analyses are prepared, a probability is assigned to each cash flow analysis based upon the estimated likelihood of each scenario. The factors addressed in determining estimated proceeds from disposition include anticipated operating cash flow in the year of disposition and the terminal capitalization rate.pending offers. Our judgment is required in determining the discount rate, ~~applied to estimated cash flows,~~terminal capitalization rate, the estimated growth of revenues and expenses, net operating income ~~(loss)~~ and margins, ~~the need for capital expenditures,~~ as well as specific market and economic conditions.

●

Acquisition related assets and liabilities. ~~Accounting for the~~The acquisition of a hotel property or other entity requires ~~either allocating~~an analysis of the transaction to determine if it qualifies as the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective relative fair values for an asset acquisition or recording the assets and liabilities at their estimated fair values with any excess consideration above net assets going to goodwill forof a business ~~combination. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment and intangible assets, together with any finance~~ or operating lease right-of-use assets and their related obligations. When we acquire a hotel property or other entity, we use all available information to make these fair value determinations, including discounted cash flow analyses, market comparable data and replacement cost data. In addition, we make significant estimations regarding capitalization rates, discount rates, average daily rates, revenue growth rates and occupancy. We also engage independent valuation specialists to assist inan asset. If the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, then the transaction is an asset acquisition. Transaction costs associated with asset acquisitions are capitalized and subsequently depreciated over the life of the related asset, while the same costs associated with a business combination are expensed as incurred and included in corporate overhead on our consolidated statements of operations. Also, given the subjectivity, business combinations are provided a one-year measurement period to adjust the provisional amounts recognized if the necessary information is not available by the end of the reporting period in which the acquisition occurs; whereas asset acquisitions are not subject to a measurement period.

Accounting for the acquisition of a hotel property or other entity requires either allocating the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective relative fair values for an asset acquisition or recording the assets and liabilities at their estimated fair values with any excess consideration above net assets going to goodwill for a business combination. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment and intangible assets, together with any finance or operating lease right-of-use assets and their related obligations. When we acquire a hotel property or other entity, we use all available information to make these fair value determinations, including discounted cash flow analyses, market comparable data and replacement cost data. In addition, we make significant estimations regarding capitalization rates, discount rates, average daily rates, revenue growth rates and occupancy. We also engage independent valuation specialists to assist in the fair value

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determinations of the long-lived assets acquired and the liabilities assumed. The determination of fair value is subjective and is based in part on assumptions and estimates that could differ materially from actual results in future periods. Given the subjectivity, business combinations are provided a one-year measurement period to adjust the provisional amounts recognized if the necessary information is not available by the end of the reporting period in which the acquisition occurs.

In addition, the acquisition of a hotel property or other entity requires an analysis of the transaction to determine if it qualifies as the purchase of a business or an asset. If the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, then the transaction is an asset acquisition. Transaction costs associated with asset acquisitions are capitalized and subsequently depreciated over the life of the related asset, while the same costs associated with a business combination are expensed as incurred and included in corporate overhead on our

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~~consolidated statements of operations. Also, asset acquisitions are not subject to a measurement period, as are business combinations.~~

●

Depreciation and amortization expense. Depreciation expense is based on the estimated useful life of our assets. The life of the assets is based on a number of assumptions, including the cost and timing of capital expenditures to maintain and refurbish our hotels, as well as specific market and economic conditions. Hotel properties are depreciated using the straight-line method over estimated useful lives primarily ranging from five years to 40forty years for buildings and improvements and three years to 12twelve years for FF&E. Finance lease right-of-use assets other than land are depreciated using the straight-line method over the shorter of either their estimated useful life or the life of the related finance lease obligation. Intangible assets are amortized using the straight-line method over the shorter of their estimated useful life or the length of the related agreement. While we believe our estimates are reasonable, a change in the estimated lives could affect depreciation expense and net income or the gain or loss on the sale of any of our hotels. We have not changed the useful lives of any of our assets during the periods discussed.

●

Income Taxes. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we currently distribute at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) to our stockholders. As a REIT, we generally will not be subject to federal corporate income tax on that portion of our taxable income that is currently distributed to stockholders. We are subject to certain state and local taxes on our income and property, and to federal income and excise taxes on our undistributed taxable income. In addition, our wholly owned TRS, which leases our hotels from the Operating Partnership, is subject to federal and state income taxes. We account 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.

We review any uncertain tax positions and, if necessary, we will record the expected future tax consequences of uncertain tax positions in the consolidated financial statements. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. We are required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

To the extent that we incur debt with variable interest rates, our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments held for trading purposes. We use derivative financial instruments, which are intended to manage interest rate risks on our floating rate debt.

As of ~~September~~June 30, ~~2022, 69.4%~~2023, 51.2% of our debt obligations are fixed in nature or are subject to an interest rate ~~cap agreement,~~swap derivatives, including a forward starting interest rate swap derivative, which mitigates the effect of changes in interest rates on our cash interest payments. If the market rate of interest on our variable rate debt increases or decreases by 50 basis points, annual interest expense would increase or decrease, respectively, our future consolidated ~~annual~~ earnings and cash flows by approximately ~~$2.4~~$2.0 million based on the variable rates at ~~September~~June 30, ~~2022.~~2023, and including the impact of a forward starting interest rate swap derivative.

Item 4. Controls and Procedures

Attached as exhibits to this Form 10-Q are the certifications required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended. This section includes information concerning the controls and control evaluations referred to in the certifications.

Evaluation of Disclosure Controls and Procedures. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”))~~Act) were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time

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periods specified by the rules and forms of the Securities and Exchange Commission and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting. During our fiscal quarter to which this Quarterly Report on Form 10-Q relates, there has not occurred any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

None.

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

(c)Issuer Purchases of Equity Securities

In February ~~2021,~~2023, the Company’s board of directors reauthorized the ~~Company’s~~ existing stock repurchase program ~~allowing~~and restored the ~~Company to acquire up to an aggregate of~~ $500.0 million amount of ~~the Company’s~~aggregate common and preferred ~~stock.~~stock allowed to be repurchased under the program. During the three months ended ~~September~~June 30, ~~2022,~~2023, the Company repurchased ~~880,577~~301,461 shares of its common stock for a total purchase price of ~~$8.7~~$2.9 million, including fees and commissions, leaving ~~$413.5~~$489.5 million remaining under the stock repurchase program. The stock repurchase program has no stated expiration date. Future repurchases will depend on various factors, including the Company’s capital needs and restrictions under its various financing agreements, as well as the price of the Company’s common and preferred stock.


					Maximum Number (or						Maximum Number (or
				Total Number of	Appropriate Dollar					Total Number of	Appropriate Dollar
				Shares Purchased	Value) of Shares that					Shares Purchased	Value) of Shares that
	Total Number			as Part of Publicly	May Yet Be Purchased		Total Number			as Part of Publicly	May Yet Be Purchased
	of Shares	Average Price Paid		Announced Plans	Under the Plans or		of Shares	Average Price Paid		Announced Plans	Under the Plans or
Period	Purchased	per Share		or Programs	Programs		Purchased	per Share		or Programs	Programs
July 1, 2022 - July 31, 2022	134,444	$	9.77	134,444	$	420,849,319
August 1, 2022 - August 31, 2022	—	$	—	—	$	420,849,319
September 1, 2022 - September 30, 2022	746,133	$	9.83	746,133	$	413,513,729
April 1, 2023 - April 30, 2023							263,171	$	9.48	263,171	$	489,895,964
May 1, 2023 - May 31, 2023							38,290	$	9.24	38,290	$	489,542,164
June 1, 2023 - June 30, 2023							—			—	$	489,542,164
Total	880,577	$	9.82	880,577	$	413,513,729	301,461	$	9.45	301,461	$	489,542,164

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

(a)

None.

(b)

None.

(c)

During the quarter ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each such term is defined in Item 408 of Regulation S-K.

~~None.~~

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Item 6. Exhibits

The following Exhibits are filed as a part of this report:


Exhibit Number			Description
3.1			Articles of Amendment and Restatement of Sunstone Hotel Investors, Inc. (incorporated by reference to Exhibit 3.1 to the registration statement on Form S-11 (File No. 333-117141) filed by the Company).

3.2			~~Second~~Third Amended and Restated Bylaws of Sunstone Hotel Investors, Inc. effective as of ~~November 15, 2018~~February 9, 2023 (incorporated by reference to Exhibit 3.1 to Form 8-K, filed by the Company on ~~November 15, 2018)~~February 10, 2023).

3.3			Articles Supplementary Prohibiting the Company From Electing to be Subject to Section 3-803 of the Maryland General Corporation Law Absent Shareholder Approval (incorporated by reference to Exhibit 3.1 to Form 8-K, filed by the Company on April 29, 2013).

3.4			Articles Supplementary for Series G preferred stock (incorporated by reference to Exhibit 3.1 to Form 8-K, filed by the Company on April 28, 2021).

3.5			Articles Supplementary for Series H preferred stock (incorporated by reference to Exhibit 3.3 to the registration statement on Form 8-A, filed by the Company on May 20, 2021).

3.6			Articles Supplementary for Series I preferred stock (incorporated by reference to Exhibit 3.3 to the registration statement on Form 8-A, filed by the company on July 15, 2021).

3.7			Eighth Amended and Restated Limited Liability Agreement of Sunstone Hotel Partnership LLC (incorporated by reference to Exhibit 3.2 to Form 8-K, filed by the Company on July 16, 2021).

10.1			~~Second Amended and Restated Credit~~Term Loan Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on ~~July 27, 2022)~~May 5, 2023)..

~~10.2~~			~~Fourth Amended and Restated Employment Agreement, dated as of August 29, 2022, by and among Sunstone Hotel Investors, Inc., Sunstone Hotel Partnership, LLC and Bryan A. Giglia.~~ * #

~~10.3~~			~~Fourth Amended and Restated Employment Agreement, dated as of August 29, 2022, by and among Sunstone Hotel Investors, Inc., Sunstone Hotel Partnership, LLC and Robert C. Springer.~~ * #

~~10.4~~			~~Fifth Amended and Restated Employment Agreement, dated as of August 29, 2022, by and among Sunstone Hotel Investors, Inc., Sunstone Hotel Partnership, LLC and David M. Klein.~~ * #

~~10.5~~			~~Amended and Restated Employment Agreement, dated as of August 29, 2022, by and among Sunstone Hotel Investors, Inc., Sunstone Hotel Partnership, LLC and Christopher Ostapovicz.~~ * #

~~10.6~~			~~Employment Agreement, dated as of August 29, 2022, by and among Sunstone Hotel Investors, Inc., Sunstone Hotel Partnership, LLC and Aaron R. Reyes.~~ * #

31.1			Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

31.2			Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

32.1			Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

101.INS			XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.*

101.SCH			Inline XBRL Taxonomy Extension Schema Document. *

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document. *

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document. *

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document. *

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document. *

104			Cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2022~~2023 formatted in Inline XBRL (included in Exhibit 101).


*		Filed herewith.
#		Management contract or compensatory plan or arrangement.

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SIGNATURES

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


	Sunstone Hotel Investors, Inc.

Date: ~~November 8, 2022~~August 4, 2023	By:	/s/ Aaron R. Reyes
		Aaron R. Reyes (Chief Financial Officer and Duly Authorized Officer)

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	September 30, 2022				December 31, 2021
	Carrying Amount (1)		Fair Value (2)		Carrying Amount (1)		Fair Value (2)
Debt	$	816,647	$	798,323	$	611,437	$	590,359


	January		February		March		April		May		June		July		August		September
2022	37.9	%	53.6	%	67.9	%	75.7	%	73.4	%	75.1	%	74.7	%	70.1	%	72.7	%
2021	14.0	%	24.5	%	31.7	%	42.0	%	47.3	%	50.7	%	60.7	%	50.6	%	48.3	%