Pebblebrook Hotel Trust 10-Q

Item 1. Financial Statements. Pebblebrook Hotel Trust Consolidated Balance Sheets (In thousands, except share and per-share data) September 30, 2020 December 31, 2019 (Unaudited) ASSETS Investment in hotel properties, net $ 5,980,580 $ 6,332,587 Cash and cash equivalents 204,553 30,098 Restricted cash 12,422 26,777 Hotel receivables (net of allowance for doubtful accounts of $ 388 and $ 738 , respectively) 11,312 49,619 Prepaid expenses and other assets 56,922 59,474 Total assets $ 6,265,789 $ 6,498,555 LIABILITIES AND EQUITY Debt $ 2,354,066 $ 2,229,220 Accounts payable, accrued expenses and other liabilities 247,623 260,166 Lease liabilities - operating leases 255,177 256,271 Deferred revenues 33,965 57,704 Accrued interest 5,533 4,694 Distribution payable 9,306 58,564 Total liabilities 2,905,670 2,866,619 Commitments and contingencies (Note 11) Shareholders’ equity: Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 510,000 at September 30, 2020 and at December 31, 2019), 100,000,000 shares authorized; 20,400,000 shares issued and outstanding at September 30, 2020 and December 31, 2019 204 204 Common shares of beneficial interest, $ .01 par value, 500,000,000 shares authorized; 130,673,300 shares issued and outstanding at September 30, 2020 and 130,484,956 shares issued and outstanding at December 31, 2019 1,307 1,305 Additional paid-in capital 4,092,602 4,069,410 Accumulated other comprehensive income (loss) ( 69,663 ) ( 24,715 ) Distributions in excess of retained earnings ( 671,667 ) ( 424,996 ) Total shareholders’ equity 3,352,783 3,621,208 Non-controlling interests 7,336 10,728 Total equity 3,360,119 3,631,936 Total liabilities and equity $ 6,265,789 $ 6,498,555 The accompanying notes are an integral part of these financial statements. 3 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income (In thousands, except share and per-share data) (Unaudited) For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Revenues: Room $ 51,337 $ 296,622 $ 239,279 $ 851,899 Food and beverage 12,454 90,088 82,635 274,803 Other operating 13,189 36,842 46,765 106,102 Total revenues 76,980 423,552 368,679 1,232,804 Expenses: Hotel operating expenses: Room 15,835 71,878 75,390 209,707 Food and beverage 10,578 64,690 66,144 194,981 Other direct and indirect 44,538 110,922 171,456 330,617 Total hotel operating expenses 70,951 247,490 312,990 735,305 Depreciation and amortization 56,696 69,775 168,044 177,376 Real estate taxes, personal property taxes, property insurance, and ground rent 27,947 31,588 85,173 94,009 General and administrative 7,466 8,315 38,259 25,753 Transaction costs 10,339 4,035 10,474 7,576 Impairment loss — — 20,570 — (Gain) loss on sale of hotel properties 47 — ( 117,401 ) — (Gain) loss and other operating expenses 917 1,529 3,753 6,219 Total operating expenses 174,363 362,732 521,862 1,046,238 Operating income (loss) ( 97,383 ) 60,820 ( 153,183 ) 186,566 Interest expense ( 27,514 ) ( 26,465 ) ( 75,196 ) ( 84,512 ) Other 115 7 442 23 Income (loss) before income taxes ( 124,782 ) 34,362 ( 227,937 ) 102,077 Income tax (expense) benefit ( 5,778 ) ( 4,382 ) 8,531 ( 5,924 ) Net income (loss) ( 130,560 ) 29,980 ( 219,406 ) 96,153 Net income (loss) attributable to non-controlling interests ( 253 ) 89 ( 535 ) 254 Net income (loss) attributable to the Company ( 130,307 ) 29,891 ( 218,871 ) 95,899 Distributions to preferred shareholders ( 8,139 ) ( 8,139 ) ( 24,417 ) ( 24,417 ) Net income (loss) attributable to common shareholders $ ( 138,446 ) $ 21,752 $ ( 243,288 ) $ 71,482 Net income (loss) per share available to common shareholders, basic $ ( 1.06 ) $ 0.17 $ ( 1.86 ) $ 0.55 Net income (loss) per share available to common shareholders, diluted $ ( 1.06 ) $ 0.17 $ ( 1.86 ) $ 0.55 Weighted-average number of common shares, basic 130,645,990 130,484,956 130,588,765 130,467,193 Weighted-average number of common shares, diluted 130,645,990 130,622,130 130,588,765 130,690,342 4 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (In thousands, except share and per-share data) (Unaudited) For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Comprehensive Income: Net income (loss) $ ( 130,560 ) $ 29,980 $ ( 219,406 ) $ 96,153 Other comprehensive income (loss): Unrealized gain (loss) on derivative instruments 9,722 ( 7,874 ) ( 44,948 ) ( 38,002 ) Comprehensive income (loss) ( 120,838 ) 22,106 ( 264,354 ) 58,151 Comprehensive income (loss) attributable to non-controlling interests ( 187 ) 66 ( 624 ) 146 Comprehensive income (loss) attributable to the Company $ ( 120,651 ) $ 22,040 $ ( 263,730 ) $ 58,005 The accompanying notes are an integral part of these financial statements. 5 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Equity (In thousands, except share data) (Unaudited) Three Months Ended September 30, 2020 Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Retained Earnings Total Shareholders' Equity Non-Controlling Interests Total Equity Shares Amount Shares Amount Balance at June 30, 2020 20,400,000 $ 204 130,564,060 $ 1,306 $ 4,077,497 $ ( 79,385 ) $ ( 531,914 ) $ 3,467,708 $ 21,038 $ 3,488,746 Share-based compensation — — — — 1,660 — — 1,660 — 1,660 Distributions on common shares/units — — — — — — ( 1,307 ) ( 1,307 ) ( 3 ) ( 1,310 ) Distributions on preferred shares — — — — — — ( 8,139 ) ( 8,139 ) — ( 8,139 ) Redemption of non-controlling interest LTIP units — — 109,240 1 13,445 — — 13,446 ( 13,446 ) — Other comprehensive income (loss): Unrealized gain (loss) on derivative instruments — — — — — 9,722 — 9,722 — 9,722 Net income (loss) — — — — — — ( 130,307 ) ( 130,307 ) ( 253 ) ( 130,560 ) Balance at September 30, 2020 20,400,000 $ 204 130,673,300 $ 1,307 $ 4,092,602 $ ( 69,663 ) $ ( 671,667 ) $ 3,352,783 $ 7,336 $ 3,360,119 Three Months Ended September 30, 2019 Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Retained Earnings Total Shareholders' Equity Non-Controlling Interests Total Equity Shares Amount Shares Amount Balance at June 30, 2019 20,400,000 $ 204 130,484,956 $ 1,305 $ 4,065,672 $ ( 28,798 ) $ ( 358,615 ) $ 3,679,768 $ 10,506 $ 3,690,274 Share-based compensation — — — — 1,857 — — 1,857 277 2,134 Distributions on common shares/units — — — — — — ( 49,768 ) ( 49,768 ) ( 141 ) ( 49,909 ) Distributions on preferred shares — — — — — — ( 8,139 ) ( 8,139 ) — ( 8,139 ) Other comprehensive income (loss): Unrealized gain (loss) on derivative instruments — — — — — ( 7,874 ) — ( 7,874 ) — ( 7,874 ) Net income (loss) — — — — — — 29,891 29,891 89 29,980 Balance at September 30, 2019 20,400,000 $ 204 130,484,956 $ 1,305 $ 4,067,529 $ ( 36,672 ) $ ( 386,631 ) $ 3,645,735 $ 10,731 $ 3,656,466 6 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (In thousands, except share data) (Unaudited) Nine Months Ended September 30, 2020 Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Retained Earnings Total Shareholders' Equity Non-Controlling Interests Total Equity Shares Amount Shares Amount Balance at December 31, 2019 20,400,000 $ 204 130,484,956 $ 1,305 $ 4,069,410 $ ( 24,715 ) $ ( 424,996 ) $ 3,621,208 $ 10,728 $ 3,631,936 Issuance of shares, net of offering costs — — — — ( 94 ) — — ( 94 ) — ( 94 ) Issuance of common shares for Board of Trustees compensation — — 23,528 1 636 — — 637 — 637 Repurchase of common shares — — ( 47,507 ) ( 1 ) ( 1,254 ) — — ( 1,255 ) — ( 1,255 ) Share-based compensation — — 103,083 1 10,459 — — 10,460 10,616 21,076 Distributions on common shares/units — — — — — — ( 3,383 ) ( 3,383 ) ( 27 ) ( 3,410 ) Distributions on preferred shares — — — — — — ( 24,417 ) ( 24,417 ) — ( 24,417 ) Redemption of non-controlling interest LTIP units — — 109,240 1 13,445 — — 13,446 ( 13,446 ) — Other comprehensive income (loss): Unrealized gain (loss) on derivative instruments — — — — — ( 44,948 ) — ( 44,948 ) — ( 44,948 ) Net income (loss) — — — — — — ( 218,871 ) ( 218,871 ) ( 535 ) ( 219,406 ) Balance at September 30, 2020 20,400,000 $ 204 130,673,300 $ 1,307 $ 4,092,602 $ ( 69,663 ) $ ( 671,667 ) $ 3,352,783 $ 7,336 $ 3,360,119 Nine Months Ended September 30, 2019 Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Retained Earnings Total Shareholders' Equity Non-Controlling Interests Total Equity Shares Amount Shares Amount Balance at December 31, 2018 20,400,000 $ 204 130,311,289 $ 1,303 $ 4,065,804 $ 1,330 $ ( 308,806 ) $ 3,759,835 $ 10,095 $ 3,769,930 Issuance of shares, net of offering costs — — — — ( 275 ) — — ( 275 ) — ( 275 ) Issuance of common shares for Board of Trustees compensation — — 25,282 1 739 — — 740 — 740 Repurchase of common shares — — ( 126,681 ) ( 1 ) ( 4,008 ) — — ( 4,009 ) — ( 4,009 ) Share-based compensation — — 275,066 2 5,269 — — 5,271 829 6,100 Distributions on common shares/units — — — — — — ( 149,307 ) ( 149,307 ) ( 447 ) ( 149,754 ) Distributions on preferred shares — — — — — — ( 24,417 ) ( 24,417 ) — ( 24,417 ) 7 Table of Contents Other comprehensive income (loss): Unrealized gain (loss) on derivative instruments — — — — — ( 38,002 ) — ( 38,002 ) — ( 38,002 ) Net income (loss) — — — — — — 95,899 95,899 254 96,153 Balance at September 30, 2019 20,400,000 $ 204 130,484,956 $ 1,305 $ 4,067,529 $ ( 36,672 ) $ ( 386,631 ) $ 3,645,735 $ 10,731 $ 3,656,466 The accompanying notes are an integral part of these financial statements. 8 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (In thousands) (Unaudited) For the nine months ended September 30, 2020 2019 Operating activities: Net income (loss) $ ( 219,406 ) $ 96,153 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 168,044 177,376 Share-based compensation 21,076 6,100 Amortization of deferred financing costs, non-cash interest and mortgage loan premiums 11,199 13,547 (Gain) loss on sale of hotel properties ( 117,401 ) — Impairment loss 20,570 — Non-cash ground rent 4,669 4,921 Other ( 289 ) 2,301 Changes in assets and liabilities: Hotel receivables 37,217 ( 12,504 ) Prepaid expenses and other assets ( 3,933 ) 1,147 Accounts payable and accrued expenses ( 47,896 ) 23,791 Deferred revenues ( 20,708 ) 3,269 Net cash provided by (used in) operating activities ( 146,858 ) 316,101 Investing activities: Improvements and additions to hotel properties ( 110,443 ) ( 117,989 ) Proceeds from sales of hotel properties 375,131 437,871 Purchase of corporate office equipment, software, and furniture — ( 560 ) Net cash provided by (used in) investing activities 264,688 319,322 Financing activities: Payment of offering costs — common and preferred shares ( 94 ) ( 275 ) Payment of deferred financing costs ( 3,618 ) ( 318 ) Borrowings under revolving credit facilities 760,115 211,893 Repayments under revolving credit facilities ( 635,115 ) ( 281,893 ) Proceeds from debt 12,965 — Repayments of debt ( 12,965 ) ( 451,831 ) Repurchases of common shares ( 1,255 ) ( 4,009 ) Distributions — common shares/units ( 52,649 ) ( 135,054 ) Distributions — preferred shares ( 24,417 ) ( 24,417 ) Repayments of refundable membership deposits ( 697 ) ( 524 ) Net cash provided by (used in) financing activities 42,270 ( 686,428 ) Net change in cash and cash equivalents and restricted cash 160,100 ( 51,005 ) Cash and cash equivalents and restricted cash, beginning of year 56,875 107,811 Cash and cash equivalents and restricted cash, end of period $ 216,975 $ 56,806 The accompanying notes are an integral part of these financial statements. 9 PEBBLEBROOK HOTEL TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Organization Pebblebrook Hotel Trust (the "Company") was formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major United States cities, with an emphasis on major gateway coastal markets. As of September 30, 2020, the Company owned 53 hotels with a total of 13,236 guest rooms. The hotels are located in the following markets: Boston, Massachusetts; Chicago, Illinois; Key West, Florida; Miami (Coral Gables), Florida; Los Angeles, California (Beverly Hills, Santa Monica, and West Hollywood); Naples, Florida; New York, New York; Philadelphia, Pennsylvania; Portland, Oregon; San Diego, California; San Francisco, California; Seattle, Washington; Stevenson, Washington; and Washington, D.C. Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. At September 30, 2020, the Company owned 99.8 % of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.2 % of the common units are owned by the other limited partners of the Operating Partnership. For the Company to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), a taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements. COVID-19 Operations and Liquidity Update In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") to be a global pandemic and the virus has continued to spread throughout the United States and the world. As a result of this pandemic and subsequent government mandates and health official recommendations, hotel demand was nearly eliminated. Following the government mandates and health official recommendations, the Company temporarily suspended operations at a majority of its hotels and resorts and dramatically reduced staffing and expenses at the hotels that remained operational. Travel restrictions have slowly eased in a few markets and leisure demand began to recover late in the second quarter. As of September 30, 2020, 35 of the Company's hotels, listed below, were open, while the operations at the remaining 18 hotels were still temporarily suspended. 10 Table of Contents Property Location 1. L'Auberge Del Mar Del Mar, CA 2. Hotel Palomar Los Angeles Beverly Hills Los Angeles, CA 3. W Los Angeles - West Beverly Hills Los Angeles, CA 4. Mondrian Los Angeles West Hollywood, CA 5. Le Meridien Delfina Santa Monica Santa Monica, CA 6. Viceroy Santa Monica Hotel Santa Monica, CA 7. Le Parc Suite Hotel West Hollywood, CA 8. Montrose West Hollywood West Hollywood, CA 9. Chamberlain West Hollywood Hotel West Hollywood, CA 10. Grafton on Sunset West Hollywood, CA 11. Embassy Suites San Diego Bay - Downtown San Diego, CA 12. Paradise Point Resort & Spa San Diego, CA 13. San Diego Mission Bay Resort San Diego, CA 14. The Westin San Diego Gaslamp Quarter San Diego, CA 15. Hilton San Diego Gaslamp Quarter San Diego, CA 16. Solamar Hotel San Diego, CA 17. Hotel Spero San Francisco, CA 18. Hotel Zetta San Francisco San Francisco, CA 19. Chaminade Resort & Spa Santa Cruz, CA 20. Southernmost Beach Resort Key West, FL 21. The Marker Key West Harbor Resort Key West, FL 22. LaPlaya Beach Resort and Club Naples, FL 23. Hotel Colonnade Coral Gables, Autograph Collection Miami, FL 24. The Liberty, A Luxury Collection Hotel, Boston Boston, MA 25. Revere Hotel Boston Common Boston, MA 26. Hyatt Regency Boston Harbor Boston, MA 27. W Boston Boston, MA 28. The Westin Copley Place, Boston Boston, MA 29. George Hotel Washington, DC 30. Viceroy Washington DC Washington, DC 31. Skamania Lodge Stevenson, WA 32. Hotel Monaco Seattle Seattle, WA 33. The Nines, a Luxury Collection Hotel, Portland Portland, OR 34. Hotel Chicago Downtown, Autograph Collection Chicago, IL 35. Sofitel Philadelphia at Rittenhouse Square Philadelphia, PA Subsequent to September 30, 2020, the Company re-opened 4 additional hotels and anticipates re-opening additional hotels when demand recovers. COVID-19 has had a significant negative impact on the Company's operations and financial results to date and the Company expects that the COVID-19 pandemic will continue to have a significant negative impact on the Company's results of operations, financial position and cash flow for the remainder of 2020 and into 2021. The Company cannot estimate when travel demand will recover. As a result of this uncertainty, in March 2020, the Company fully drew down on its $ 650.0 million unsecured revolving credit facility, reduced the quarterly cash dividend on its common shares to one penny, reduced planned capital expenditures, reduced the compensation of its executive officers, board of trustees and employees, and, working closely with its hotel operating partners, significantly reduced its hotels' operating expenses. On June 29, 2020, the Company amended its existing credit facilities, term loan facilities and senior notes. Among other things, the amendments extended the maturity of 11 Table of Contents a significant portion of a $ 300.0 million term loan from November 2021 to November 2022, waived existing financial covenants through the end of the first quarter of 2021 and provided substantially less restrictive financial covenants through the end of the second quarter of 2022. Refer to "Note 5. Debt" for additional information regarding the amendments. Based on these amendments and the expense and cash flow reductions, the Company believes that it will have sufficient liquidity to meet its obligations for the next twelve months. The negative impact will result in a significant income tax loss in PHL. Given the continued negative impact of the COVID-19 pandemic on the Company's financial results and uncertainties about the Company's ability to utilize its net operating loss in future years, the Company recognized a valuation allowance of $ 10.0 million during the third quarter of 2020. As of September 30, 2020, the Company has a tax asset of $ 11.7 million attributable to the net operating loss carryback, which is included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The Company also adopted an optional remote-work policy and other physical distancing policies at its corporate office and the Company does not anticipate these policies to have any adverse impact on its ability to continue to operate its business. Transitioning to a remote-work environment has not had a material adverse impact on the Company's financial reporting system, internal controls or disclosure controls and procedures. Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation, including separate presentation of the Company's operating lease liabilities on the Company's consolidated balance sheets. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates. Fair Value Measurements A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows: 1. Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. 2. Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable. 3. Level 3 – Model-derived valuations with unobservable inputs. 12 In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. See Note 5 to the accompanying consolidated financial statements for disclosures on the fair value of debt and derivative instruments. Investment in Hotel Properties Upon acquisition of a hotel property, the Company measures and recognizes the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information. Hotel acquisitions are generally considered to be asset acquisitions defined by ASU 2017-01 and transaction costs related to asset acquisitions are capitalized. Transaction costs related to business combinations are expensed as incurred and included in the consolidated statements of operations and comprehensive income. Hotel renovations and replacements of assets that improve or extend the life of an asset are recorded at cost and depreciated over their estimated useful lives. Assets under capital leases are recorded at the present value of the minimum lease payments. Repair and maintenance costs are expensed as incurred. Hotel properties are recorded at cost and depreciated using the straight-line method over an estimated useful life of 10 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. Intangible assets arising from contractual arrangements are typically amortized over the life of the contract. The Company is required to make subjective assessments as to the useful lives and classification of properties for purposes of determining the amount of depreciation expense to reflect each year with respect to the assets. These assessments may impact the Company’s results of operations. The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, the Company performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying value of the asset, an adjustment to reduce the carrying value to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. In the evaluation of impairment of its hotel properties, the Company makes many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and holding period, future required capital expenditures, and fair values, including consideration of capitalization rates, discount rates, and comparable selling prices. The Company will adjust its assumptions with respect to the remaining useful life of the hotel property when circumstances change or it is more likely than not that the hotel property will be sold prior to its previously expected useful life. The Company will classify a hotel as held for sale and will cease recording depreciation expense when a binding agreement to sell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, approval of the Board of Trustees has been obtained, no significant financing contingencies exist, and the sale is expected to close within one year. If the fair value less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. The Company will classify the loss, together with the related operating results, as continuing or discontinuing operations on the consolidated statements of operations and comprehensive income and classify the assets and related liabilities as held for sale on the consolidated balance sheets. Revenue Recognition Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over the length of a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services 13 are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method using the Company's incremental borrowing rate. The accretion is included in interest expense. Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. When collection of substantially all lease payments during the lease term is considered probable, lease revenue is recognized on a straight-line basis over the life of the lease. When collection of substantially all lease payments during the lease term is not considered probable, revenue is recognized as the lesser of the amount under straight-line basis or cash received. Lease revenue is included in other operating revenues in the Company's consolidated statements of operations and comprehensive income. The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses. Income Taxes To qualify as a REIT for federal income tax purposes, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90 percent of its adjusted taxable income to its shareholders. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, PHL, whose subsidiaries lease the Company’s hotels from the Operating Partnership, is subject to federal and state income taxes. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Share-based Compensation The Company has adopted an equity incentive plan that provides for the grant of common share options, share awards, share appreciation rights, performance units and other equity-based awards. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. Share-based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's shares, expected dividend yield, expected term and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation. Recent Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as 14 either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of the new leases standard. In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , to give companies another option for transition and to provide lessors with a practical expedient to reduce the cost and complexity of implementing the new standard. The transition option allows companies to not apply the new leases standard in the comparative periods they present in their financial statements in the year of adoption. The Company adopted this standard on January 1, 2019. The Company elected the practical expedients allowed under the guidance and retained the original lease classification and historical accounting for initial direct costs for leases existing prior to the adoption date. The Company also elected not to restate prior periods for the impact of the adoption of the new standard. The adoption of this standard has resulted in the recognition of right-of-use assets and related liabilities to account for the Company's future obligations under the ground lease and corporate office arrangements for which the Company is the lessee. See Notes 4 and 11 below for additional disclosures of the adoption of this standard. During the first quarter of 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) . ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Note 3. Acquisition and Disposition of Hotel Properties There were no acquisitions of hotel properties during the three and nine months ended September 30, 2020 and 2019. The Company will report a disposed or held for sale hotel property or group of hotel properties in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on its operations and financial results. All other disposed hotel properties will have their operating results reflected within continuing operations on the Company's consolidated statements of operations and comprehensive income for all periods presented. The following table sets forth information regarding the Company's disposition transactions during the nine months ended September 30, 2020 and 2019 (in thousands): Hotel Property Name Location Sale Date Sale Price Sofitel Washington DC Lafayette Square and InterContinental Buckhead Atlanta Washington, DC / Buckhead, GA March 6, 2020 $ 331,000 Union Station Hotel Nashville, Autograph Collection Nashville, TN July 29, 2020 56,000 2020 Total $ 387,000 The Liaison Capitol Hill Washington, D.C. February 14, 2019 $ 111,000 Hotel Palomar Washington DC Washington, D.C. February 22, 2019 141,450 Onyx Hotel Boston, MA May 29, 2019 58,255 Hotel Amarano Burbank Burbank, CA July 16, 2019 72,866 Rouge Hotel Washington, DC September 12, 2019 42,000 Hotel Madera Washington, DC September 26, 2019 23,250 2019 Total $ 448,821 For the three and nine months ended September 30, 2020, the Company recognized a gain on its dispositions of zero and $ 117.4 million, respectively, which is included in (gain) loss on sale of hotel properties, in the accompanying consolidated statements of operations and comprehensive income. For the three and nine months ended September 30, 2019, the Company recognized no gain or loss on these dispositions. For the three and nine months ended September 30, 2020, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $( 0.1 ) million and $ 4.9 15 Table of Contents million, respectively, related to the hotel properties sold. For the three and nine months ended September 30, 2019, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $ 9.3 million and $ 35.6 million, respectively, related to the hotel properties sold. The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore, did not qualify as discontinued operations. Note 4. Investment in Hotel Properties Investment in hotel properties as of September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, 2020 December 31, 2019 Land $ 983,392 $ 1,042,198 Buildings and improvements 4,865,065 4,998,108 Furniture, fixtures and equipment 510,552 522,631 Capital lease asset 134,063 134,063 Construction in progress 7,410 35,637 $ 6,500,482 $ 6,732,637 Right-of-use asset, operating leases 322,185 335,272 Investment in hotel properties $ 6,822,667 $ 7,067,909 Less: Accumulated depreciation ( 842,087 ) ( 735,322 ) Investment in hotel properties, net $ 5,980,580 $ 6,332,587 The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. As a result of the effects of the COVID-19 pandemic on our expected future operating cash flows, we determined certain impairment triggers had occurred and as a result, the Company assessed its investment in hotel properties for recoverability. Based on the analysis performed, for the nine months ended September 30, 2020 the Company recognized an impairment loss of $ 20.6 million related to a retail component of a hotel as a result of the fair value being lower than its carrying value. The impairment loss was determined using level 2 inputs under authoritative guidance for fair value measurements. On January 1, 2019, the Company adopted ASC 842, Leases and applied it prospectively. At adoption, the Company also elected the practical expedients which permitted it to not reassess its prior conclusions about lease identification, classification and initial direct costs. Consequently on January 1, 2019, the Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases. Since most of the Company's leases do not provide an implicit rate, the Company used incremental borrowing rates, which ranged from 5.5 % to 7.6 %. All of these ground leases have long terms, ranging from 10 years to 88 years and the Company included the exercise of options to extend when it is reasonably certain the Company will exercise such option. See Note 11 for additional information about the ground leases. The right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements. As of September 30, 2020, the Company's lease liabilities consisted of operating lease liabilities of $ 255.2 million and financing lease liabilities of $ 46.2 million. As of December 31, 2019, the Company's lease liabilities consisted of operating lease liabilities of $ 256.3 million and financing lease liabilities of $ 45.6 million. The financing lease liabilities are included in accounts payable, accrued expenses and other liabilities on the Company's consolidated balance sheets. The adoption of this standard had minimal impact on the Company's consolidated statements of operations and comprehensive income. Note 5. Debt On June 29, 2020, the Company amended its credit agreements and related documents governing the unsecured revolving credit facilities, term loan agreements and senior notes which: • waived existing financial covenants through the end of the first quarter of 2021 and provided substantially less restrictive covenants through the end of the second quarter of 2022 ("waiver period"); • extended the maturity of $ 242.6 million of the Company’s Sixth Term Loan 2021 tranche of $ 300.0 million from November 2021 to November 2022; • fixed the spread at the highest threshold through the end of the waiver period; • increased the LIBOR floor from 0 % to 0.25 % for any debt not designated by the Company as being covered by an interest rate swap; 16 Table of Contents • requires assets to be pledged as security, in the future, under certain circumstances; • preserved the Company's ability to pay quarterly preferred equity dividend payments and a $ 0.01 per share quarterly common dividend (or higher if required to maintain REIT status) during the waiver period so long as the Company is in compliance with all loan agreements; • provided the Company flexibility to complete new acquisitions and other investments during the waiver period; • permit the Company to complete up to $ 90.0 million of capital improvements and redevelopment projects through the end of the waiver period; and • provide limitations during the waiver period on common share repurchases and certain required prepayments following capital issuances or property dispositions. The Company's debt consisted of the following as of September 30, 2020 and December 31, 2019 (dollars in thousands): Balance Outstanding as of Interest Rate Maturity Date September 30, 2020 December 31, 2019 Revolving credit facilities Senior unsecured credit facility Floating (1) January 2022 $ 290,000 $ 165,000 PHL unsecured credit facility Floating (2) January 2022 — — Total revolving credit facilities $ 290,000 $ 165,000 Unsecured term loans First Term Loan Floating (3) January 2023 300,000 300,000 Second Term Loan Floating (3) April 2022 65,000 65,000 Fourth Term Loan Floating (3) October 2024 110,000 110,000 Sixth Term Loan Tranche 2021 Floating (3) November 2021 57,400 300,000 Tranche 2021 Extended Floating (3) November 2022 242,600 — Tranche 2022 Floating (3) November 2022 400,000 400,000 Tranche 2023 Floating (3) November 2023 400,000 400,000 Tranche 2024 Floating (3) January 2024 400,000 400,000 Total Sixth Term Loan 1,500,000 1,500,000 Total term loans at stated value 1,975,000 1,975,000 Deferred financing costs, net ( 10,499 ) ( 10,343 ) Total term loans $ 1,964,501 $ 1,964,657 Senior unsecured notes Series A Notes 4.70 % December 2023 60,000 60,000 Series B Notes 4.93 % December 2025 40,000 40,000 Total senior unsecured notes at stated value 100,000 100,000 Deferred financing costs, net ( 435 ) ( 437 ) Total senior unsecured notes $ 99,565 $ 99,563 Total debt $ 2,354,066 $ 2,229,220 ________________________ (1) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin. (2) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin. (3) Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. As of September 30, 2020, $ 1.6 billion of the borrowings under the term loan 17 Table of Contents facilities bore an effective weighted-average fixed interest rate of 4.21 %, after taking into account interest rate swap agreements, and $ 345.0 million bore a weighted-average floating interest rate of 2.46 %. As of December 31, 2019, $ 1.6 billion of the borrowings under the term loan facilities bore a weighted-average fixed interest rate of 3.43 %, after taking into account interest rate swap agreements, and $ 345.0 million bore a weighted-average floating interest rate of 3.32 %. Unsecured Revolving Credit Facilities The Company has a $ 650.0 million senior unsecured revolving credit facility maturing in January 2022, with options to extend the maturity date to January 2023, pursuant to certain terms and conditions and payment of an extension fee. As of September 30, 2020, the Company had $ 290.0 million of outstanding borrowings, $ 6.8 million of outstanding letters of credit and borrowing capacity of $ 353.2 million remaining on its senior unsecured credit facility. Interest is paid on the periodic advances under the senior unsecured revolving credit facility at varying rates, based upon either LIBOR or the alternate base rate, plus an additional margin amount. The Company has the ability to further increase the aggregate borrowing capacity under the credit agreement to up to $ 1.3 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.45 % to 2.25 %, depending on the Company’s leverage ratio. As a result of the amended credit agreements and related documentation described above, the spread on the borrowings is fixed at 2.25 % during the waiver period. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.20 % or 0.30 % of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value. The Company also has a $ 25.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. This credit facility has substantially similar terms as the Company's senior unsecured revolving credit facility and matures in January 2022. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.45 % to 2.25 %, depending on the Company's leverage ratio. As a result of the amendments described above, the spread of the borrowings is fixed at 2.25 % during the waiver period. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Company's credit agreement that governs the Company's senior unsecured revolving credit facility. As of September 30, 2020, the Company had no borrowings under the PHL Credit Facility and had $ 25.0 million borrowing capacity remaining under the PHL Credit Facility. Under the terms of the credit agreement for the unsecured revolving credit facility, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $ 30.0 million, may be issued on behalf of the Company by the lenders under the unsecured revolving credit facility. The Company will incur a fee that shall be agreed upon with the issuing bank. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $ 6.8 million and $ 2.8 million were outstanding as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities. Unsecured Term Loan Facilities The Company has senior unsecured term loans with different maturities. Each unsecured term loan bears interest at a variable rate of a benchmark interest rate plus an applicable margin, depending on the Company's leverage ratio. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility. As of September 30, 2020, the Company was in compliance with all debt covenants of its term loan facilities. The Company entered into interest rate swap agreements to fix the LIBOR rate on a portion of these unsecured term loan facilities, see Derivative and Hedging Activities below. Senior Unsecured Notes The Company has outstanding $ 60.0 million of senior unsecured notes bearing a fixed interest rate of 4.70 % per annum and maturing in December 2023 (the "Series A Notes") and $ 40.0 million of senior unsecured notes bearing a fixed interest rate of 4.93 % per annum and maturing in December 2025 (the "Series B Notes"). The debt covenants of the Series A Notes and the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of September 30, 2020, the Company was in compliance with all such debt covenants. Interest Expense The components of the Company's interest expense consisted of the following (in thousands): 18 Table of Contents For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Unsecured revolving credit facilities $ 2,557 $ 903 $ 8,226 $ 2,927 Unsecured term loan facilities 19,694 19,319 53,330 62,534 Senior unsecured notes 1,198 1,198 3,594 3,594 Mortgage debt — 628 — 1,880 Amortization of deferred financing fees 1,518 2,002 3,898 5,903 Other 2,547 2,415 6,148 7,674 Total interest expense $ 27,514 $ 26,465 $ 75,196 $ 84,512 The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes and mortgage loans) as of September 30, 2020 and December 31, 2019 was $ 106.6 million and $ 101.2 million, respectively. Derivative and Hedging Activities The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. 19 Table of Contents The Company's interest rate swaps at September 30, 2020 and December 31, 2019 consisted of the following (dollars in thousands): Notional Value as of Hedge Type Interest Rate Maturity September 30, 2020 December 31, 2019 Swap - cash flow 1.63 % January 2020 $ — $ 50,000 Swap - cash flow 1.63 % January 2020 — 50,000 Swap - cash flow 2.46 % January 2020 — 50,000 Swap - cash flow 2.46 % January 2020 — 50,000 Swap - cash flow 1.66 % January 2020 — 50,000 Swap - cash flow 1.66 % January 2020 — 50,000 Swap - cash flow 2.12 % December 2020 100,000 100,000 Swap - cash flow 2.12 % December 2020 100,000 100,000 Swap - cash flow 1.74 % January 2021 75,000 75,000 Swap - cash flow 1.75 % January 2021 50,000 50,000 Swap - cash flow 1.53 % January 2021 37,500 37,500 Swap - cash flow 1.53 % January 2021 37,500 37,500 Swap - cash flow 1.46 % (1) January 2021 100,000 100,000 Swap - cash flow 1.47 % (1) January 2021 47,500 47,500 Swap - cash flow 1.47 % (1) January 2021 47,500 47,500 Swap - cash flow 1.47 % (1) January 2021 47,500 47,500 Swap - cash flow 1.47 % (1) January 2021 47,500 47,500 Swap - cash flow 2.60 % October 2021 55,000 55,000 Swap - cash flow 2.60 % October 2021 55,000 55,000 Swap - cash flow 1.78 % (1) January 2022 100,000 100,000 Swap - cash flow 1.78 % (1) January 2022 50,000 50,000 Swap - cash flow 1.79 % (1) January 2022 30,000 30,000 Swap - cash flow 1.68 % April 2022 25,000 25,000 Swap - cash flow 1.68 % April 2022 25,000 25,000 Swap - cash flow 1.64 % April 2022 25,000 25,000 Swap - cash flow 1.64 % April 2022 25,000 25,000 Swap - cash flow 1.99 % November 2023 85,000 85,000 Swap - cash flow 1.99 % November 2023 85,000 85,000 Swap - cash flow 1.99 % November 2023 50,000 50,000 Swap - cash flow 1.99 % November 2023 30,000 30,000 Swap - cash flow 2.60 % January 2024 75,000 — Swap - cash flow 2.60 % January 2024 50,000 — Swap - cash flow 2.60 % January 2024 25,000 — Swap - cash flow 2.60 % January 2024 75,000 — Swap - cash flow 2.60 % January 2024 75,000 — Total $ 1,630,000 $ 1,630,000 ________________________ (1) Swaps assumed in connection with the Company's merger with LaSalle Hotel Properties on November 30, 2018. In addition, as of September 30, 2020 and December 31, 2019, the Company had interest rates swaps for aggregate notional amounts of $ 290.0 million and $ 590.0 million, respectively, which will become effective in the future as current swaps mature. The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/ 20 Table of Contents payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions. As of September 30, 2020, the Company's derivative instruments were in liability positions, with aggregate liability fair values of $ 66.2 million which are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. For the three and nine months ended September 30, 2020, there was $ 9.7 million and $( 44.9 ) million in unrealized (loss) gain, respectively, recorded in accumulated other comprehensive income (loss). For the three and nine months ended September 30, 2019, there was $( 7.9 ) million and $( 38.0 ) million in unrealized (loss) gain, respectively, recorded in accumulated other comprehensive income (loss). For the three and nine months ended September 30, 2020, the Company reclassified $ 7.6 million and $ 15.6 million, respectively, from accumulated other comprehensive income (loss) to interest expense. For the three and nine months ended September 30, 2019, the Company reclassified $( 1.6 ) million and $( 6.4 ) million, respectively, from accumulated other comprehensive income (loss) to interest expense. The Company expects approximately $ 27.6 million will be reclassified from accumulated other comprehensive income (loss) to interest expense in the next 12 months. Note 6. Revenue The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the three and nine months ended September 30, 2020 and 2019 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 San Diego, CA $ 31,641 $ 71,572 $ 79,135 $ 191,711 San Francisco, CA 1,591 80,828 64,594 243,924 Southern FL 13,801 18,222 55,736 87,253 Boston, MA 10,714 75,491 48,621 204,865 Los Angeles, CA 7,648 53,249 43,937 155,295 Other(1) 3,363 31,367 24,063 94,704 Portland, OR 5,462 33,367 22,196 80,655 Chicago, IL 1,950 25,099 14,223 61,522 Washington, D.C. 598 24,779 11,601 88,535 Seattle, WA 212 9,578 4,573 24,340 $ 76,980 $ 423,552 $ 368,679 $ 1,232,804 (1) Other includes: Atlanta (Buckhead), GA, Minneapolis, MN, Nashville, TN, New York, NY, Philadelphia, PA and Santa Cruz, CA. Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months. Note 7. Equity Common Shares The Company is authorized to issue up to 500,000,000 common shares of beneficial interest, $ 0.01 par value per share (“common shares”). Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of the Company’s common shares are entitled to receive dividends when authorized by the Company's Board of Trustees. On February 22, 2016, the Company announced that the Board of Trustees authorized a share repurchase program of up to $ 150.0 million of the Company's outstanding common shares. Under this program, the Company may repurchase its common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Upon repurchase by the Company, common shares cease to be outstanding and become authorized but unissued common shares. For the nine months ended September 30, 2020, the Company had no repurchases 21 Table of Contents under this program and as of September 30, 2020, $ 56.6 million of common shares remained available for repurchase under this program. On July 27, 2017, the Company announced that the Board of Trustees authorized a new share repurchase program of up to $ 100.0 million of the Company's outstanding common shares. Under this program, the Company may repurchase its common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. This $ 100.0 million share repurchase program will commence upon completion of the Company's $ 150.0 million share repurchase program. Common Dividends The Company declared the following dividends on common shares/units for the nine months ended September 30, 2020: Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $ 0.01 March 31, 2020 March 31, 2020 April 15, 2020 $ 0.01 June 30, 2020 June 30, 2020 July 15, 2020 $ 0.01 September 30, 2020 September 30, 2020 October 15, 2020 Preferred Shares The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $ 0.01 par value per share (“preferred shares”). The following Preferred Shares were outstanding as of September 30, 2020 and December 31, 2019: As of September 30, As of December 31, Security Type 2020 2019 6.50 % Series C 5,000,000 5,000,000 6.375 % Series D 5,000,000 5,000,000 6.375 % Series E 4,400,000 4,400,000 6.30 % Series F 6,000,000 6,000,000 20,400,000 20,400,000 The Series C Preferred Shares, Series D Preferred Shares, Series E Preferred Shares and Series F Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares are cumulative redeemable preferred shares, do not have any maturity date and are not subject to mandatory redemption. The Company could not redeem the Series C Preferred Shares prior to March 18, 2018, may not redeem the Series D Preferred Shares prior to June 9, 2021, could not redeem the Series E Preferred Shares prior to March 4, 2018 and may not redeem the Series F Preferred Shares prior to May 25, 2021, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after May 25, 2021 and June 9, 2021, the Company may, at its option, redeem the Series F Preferred Shares and Series D Preferred Shares, respectively, and at any time the Company may, at its option, redeem the Series C Preferred Shares or the Series E Preferred Shares, or both, in each case in whole or from time to time in part, by payment of $ 25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the Company’s common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE MKT or NASDAQ, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $ 25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of the Company’s common shares based on defined formulas subject to share caps. The share cap on each Series C Preferred Share is 2.0325 common shares, on each Series D Preferred Share is 1.9794 common shares, on each Series E Preferred Share is 1.9372 common shares and on each Series F Preferred Share is 2.0649 common shares. Preferred Dividends The Company declared the following dividends on preferred shares for the nine months ended September 30, 2020: 22 Table of Contents Security Type Dividend per Share/Unit For the Quarter Ended Record Date Payable Date 6.50 % Series C $ 0.41 March 31, 2020 March 31, 2020 April 15, 2020 6.50 % Series C $ 0.41 June 30, 2020 June 30, 2020 July 15, 2020 6.50 % Series C $ 0.41 September 30, 2020 September 30, 2020 October 15, 2020 6.375 % Series D $ 0.40 March 31, 2020 March 31, 2020 April 15, 2020 6.375 % Series D $ 0.40 June 30, 2020 June 30, 2020 July 15, 2020 6.375 % Series D $ 0.40 September 30, 2020 September 30, 2020 October 15, 2020 6.375 % Series E $ 0.40 March 31, 2020 March 31, 2020 April 15, 2020 6.375 % Series E $ 0.40 June 30, 2020 June 30, 2020 July 15, 2020 6.375 % Series E $ 0.40 September 30, 2020 September 30, 2020 October 15, 2020 6.30 % Series F $ 0.39 March 31, 2020 March 31, 2020 April 15, 2020 6.30 % Series F $ 0.39 June 30, 2020 June 30, 2020 July 15, 2020 6.30 % Series F $ 0.39 September 30, 2020 September 30, 2020 October 15, 2020 Non-controlling Interest of Common Units in Operating Partnership Holders of Operating Partnership units have certain redemption rights that enable the unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of redemption or the Company’s common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders. As of September 30, 2020, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP") units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company. On February 12, 2020, the Board of Trustees granted 415,818 LTIP Class B units to its executive officers. These LTIP units were to vest ratably on January 1, 2023, 2024, 2025 and 2026. In March 2020, the Company cancelled this grant and as a result accelerated and recognized the full expense of $ 10.5 million. On July 24, 2020, 109,240 LTIP Class B units were converted to common shares. As of September 30, 2020 and December 31, 2019, the Operating Partnership had 127,111 and 236,351 LTIP units outstanding, respectively. As of September 30, 2020, all of such LTIP units outstanding have vested. Vested LTIP units may be converted to common units of the Operating Partnership, which in turn can be redeemed for common shares or cash as described above. On November 30, 2018, in connection with the merger with LaSalle Hotel Properties ("LaSalle"), the Company issued 133,605 OP units in the Operating Partnership to third-party limited partners of LaSalle's operating partnership. As of September 30, 2020 and December 31, 2019, the Operating Partnership had 133,605 OP units held by third parties, excluding LTIP units. Note 8. Share-Based Compensation Plan The Company maintains the 2009 Equity Incentive Plan, as amended and restated (as amended, the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers. The Plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. Share awards under the Plan vest over a period determined by the Board of Trustees, generally over three to five years . The Company pays or accrues for dividends on share-based awards. All share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements. As of September 30, 2020, there were 895,291 common shares available for issuance under the Plan, assuming performance-based equity awards vest at target. Service Condition Share Awards From time to time, the Company awards restricted common shares under the Plan to members of the Board of Trustees, officers and employees. These shares generally vest over three to five years based on continued service or employment. The following table provides a summary of service condition restricted share activity as of September 30, 2020: 23 Table of Contents Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2019 149,179 $ 33.37 Granted 332,920 $ 25.53 Vested ( 72,824 ) $ 33.13 Forfeited ( 5,429 ) $ 27.41 Cancelled ( 217,083 ) $ 25.53 Unvested at September 30, 2020 186,763 $ 28.77 The fair value of each of these service condition restricted share awards is determined based on the closing price of the Company’s common shares on the grant date and compensation expense is recognized on a straight-line basis over the vesting period. In March 2020, the Company cancelled the February 2020 service condition share award (retention grant) and as a result accelerated and recognized an expense of $ 5.5 million. For the three and nine months ended September 30, 2020, the Company recognized approximately $ 0.6 million and $ 7.4 million, respectively, of share-based compensation expense related to these service condition restricted shares in the accompanying consolidated statements of operations and comprehensive income. For the three and nine months ended September 30, 2019, the Company recognized approximately $ 0.6 million and $ 1.7 million, respectively, of share-based compensation expense related to these service condition restricted shares in the accompanying consolidated statements of operations and comprehensive income. As of September 30, 2020, there was $ 3.6 million of total unrecognized share-based compensation expense related to unvested restricted shares. The unrecognized share-based compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.8 years. Performance-Based Equity Awards On December 13, 2013, the Board of Trustees approved a target award of 252,088 performance-based equity awards to officers and employees of the Company. The awards vested ratably, if at all, on January 1, 2016, 2017, 2018, 2019 and 2020. The actual number of common shares that vested was based on the two performance criteria defined in the award agreements for the period of performance beginning on the grant date and ending on the applicable vesting date. In January 2016, the Company issued 25,134 of common shares which represented achieving 49 % of the 50,418 target number of shares for that measurement period. In January 2017, the Company issued 12,285 of common shares which represented achieving 25 % of the 49,914 target number of shares for that measurement period. In January 2018, the Company issued 72,236 of common shares which represented achieving 145 % of the 49,914 target number of shares for that measurement period. In January 2019, the Company issued 35,471 of common shares which represented achieving 71 % of the 49,914 target number of shares for that measurement period. In February 2020, the Company issued 27,881 of common shares which represented achieving 56 % of the 49,914 target number of shares for that measurement period. On February 11, 2015, the Board of Trustees approved a target award of 44,962 performance-based equity awards to officers and employees of the Company. In January 2018, these awards vested and the Company issued 14,089 and 2,501 common shares to officers and non-executive management employees, respectively. The actual number of common shares that vested was based on the three performance criteria defined in the award agreements for the period of performance from January 1, 2015 through December 31, 2017. On July 27, 2015, a target award of 771 performance-based equity awards was granted to an employee of the Company. In January 2018, these awards vested and the Company issued 1,079 common shares to the employee. The actual number of common shares that vested was based on the three performance criteria defined in the award agreements for the period of performance from January 1, 2016 through December 31, 2017. On February 10, 2016, the Board of Trustees approved a target award of 100,919 performance-based equity awards to officers and employees of the Company. In January 2019, these awards vested and the Company issued 142,173 and 31,146 common shares to officers and employees, respectively. The actual number of common shares that vested was based on the three performance criteria defined in the award agreements for the period of performance from January 1, 2016 through December 31, 2018. On February 15, 2017, the Board of Trustees approved a target award of 81,939 performance-based equity awards to officers and employees of the Company. In January 2020, these awards vested and the Company issued 1,972 and 405 common shares to officers and employees, respectively. The actual number of common shares that vested was based on the two performance criteria defined in the award agreements for the period of performance from January 1, 2017 through December 31, 2019. 24 Table of Contents On February 14, 2018, the Board of Trustees approved a target award of 78,918 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2021. The actual number of common shares that ultimately vest will be from 0 % to 200 % of the target award and will be determined in 2021 based on the two performance criteria defined in the award agreements for the period of performance from January 1, 2018 through December 31, 2020. On February 13, 2019, the Board of Trustees approved a target award of 126,891 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2022. The actual number of common shares that ultimately vest will be from 0 % to 200 % of the target award and will be determined in 2022 based on the two performance criteria defined in the award agreements for the period of performance from January 1, 2019 through December 31, 2021. On February 12, 2020, the Board of Trustees approved a target award of 161,777 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2023. The actual number of common shares that ultimately vest will be from 0 % to 200 % of the target award and will be determined in 2023 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2020 through December 31, 2022. The grant date fair value of the performance awards, with market conditions, were determined using a Monte Carlo simulation method with the following assumptions (dollars in millions): 25 Table of Contents Performance Award Grant Date Percentage of Total Award Grant Date Fair Value by Component ($ in millions) Volatility Interest Rate Dividend Yield December 13, 2013 Relative Total Shareholder Return 50.00 % $ 4.7 29.00 % 0.34 % - 2.25 % 2.40 % Absolute Total Shareholder Return 50.00 % $ 2.9 29.00 % 0.34 % - 2.25 % 2.40 % February 11, 2015 Relative Total Shareholder Return 30.00 % $ 0.9 22.00 % 1.02 % 2.50 % Absolute Total Shareholder Return 40.00 % $ 0.7 22.00 % 1.02 % 2.50 % EBITDA Comparison 30.00 % $ 0.7 22.00 % 1.02 % 2.50 % July 27, 2015 Relative Total Shareholder Return 30.00 % $ — (1) 22.00 % 0.68 % 2.50 % Absolute Total Shareholder Return 40.00 % $ — (1) 22.00 % 0.68 % 2.50 % EBITDA Comparison 30.00 % $ — (1) 22.00 % 0.68 % 2.50 % February 10, 2016 Relative Total Shareholder Return 70.00 % $ 1.6 25.00 % 0.71 % 3.00 % Absolute Total Shareholder Return 15.00 % $ 0.2 25.00 % 0.71 % 3.00 % EBITDA Comparison 15.00 % $ 0.4 25.00 % 0.71 % 3.00 % February 15, 2017 Relative and Absolute Total Shareholder Return 65.00 % / 35.00 % $ 2.7 28.00 % 1.27 % 5.60 % February 14, 2018 Relative and Absolute Total Shareholder Return 65.00 % / 35.00 % $ 3.5 28.00 % 2.37 % 4.70 % February 13, 2019 Relative and Absolute Total Shareholder Return 65.00 % / 35.00 % $ 4.5 26.00 % 2.52 % 4.20 % February 12, 2020 Relative Total Shareholder Return 100 % $ 4.9 23.40 % 1.41 % — % (1) Amounts round to zero. In the table above, the Relative Total Shareholder Return and Absolute Total Shareholder Return components are market conditions as defined by ASC 718. The EBITDA Comparison component is a performance condition as defined by ASC 718, and, therefore, compensation expense related to this component will be reassessed at each reporting date based on the Company's estimate of the probable level of achievement, and the accrual of compensation expense will be adjusted as appropriate. Dividends on unvested performance-based equity awards accrue over the vesting period and will be paid on the actual number of shares that vest at the end of the applicable period. The Company recognizes compensation expense on a straight- 26 Table of Contents line basis through the vesting date. As of September 30, 2020, there was approximately $ 5.9 million of unrecognized compensation expense related to these performance-based equity awards which will be recognized over the weighted-average remaining vesting period of 1.8 years. For the three and nine months ended September 30, 2020, the Company recognized $ 1.0 million and $ 3.1 million, respectively, in expense related to these awards. For the three and nine months ended September 30, 2019, the Company recognized $ 1.2 million and $ 3.5 million, respectively, in expense related to these awards. Long-Term Incentive Partnership Units LTIP units, which are also referred to as profits interest units, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP units are a class of partnership unit in the Operating Partnership and receive, whether vested or not, the same per-unit profit distributions as the other outstanding units in the Operating Partnership, which equal per-share distributions on common shares. LTIP units are allocated their pro-rata share of the Company's net income (loss). Vested LTIP units may be converted by the holder, at any time, into an equal number of common Operating Partnership units and thereafter will possess all of the rights and interests of a common Operating Partnership unit, including the right to redeem the common Operating Partnership unit for a common share in the Company or cash, at the option of the Operating Partnership. As of September 30, 2020, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company. On December 13, 2013, the Board of Trustees approved a grant of 226,882 LTIP Class B units to executive officers of the Company. These LTIP units are subject to time-based vesting in five equal annual installments beginning January 1, 2016 and ending on January 1, 2020. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $ 29.19 per unit. The aggregate grant date fair value of the LTIP Class B units was $ 6.6 million. On February 12, 2020, the Board of Trustees granted 415,818 LTIP Class B units to executive officers. These LTIP units were to vest ratably on January 1, 2023, 2024, 2025 and 2026. In March 2020, the Company cancelled this grant and as a result accelerated and recognized the full expense of $ 10.5 million. On July 24, 2020, 109,240 LTIP Class B units were converted to common shares. As of September 30, 2020, the Company had 127,111 LTIP units outstanding. As of September 30, 2020, all of such LTIP units outstanding have vested. For the three and nine months ended September 30, 2020, the Company recognized zero and $ 10.6 million, respectively, in expense related to these LTIP units. For the three and nine months ended September 30, 2019, the Company recognized $ 0.3 million and $ 0.8 million, respectively, in expense related to these LTIP units. As of September 30, 2020, there was no unrecognized share-based compensation expense related to LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets. Note 9. Income Taxes PHL is subject to federal and state corporate income taxes at statutory tax rates. The Company has estimated its income tax expense (benefit) of PHL for the nine months ended September 30, 2020 using an estimated combined federal and state blended tax rate of 27.5 %. Given the continued negative impact of the COVID-19 pandemic on the Company's financial results and uncertainties about the Company's ability to utilize its net operating loss in future years, the Company recognized a valuation allowance of $ 10.0 million during the third quarter of 2020. As of September 30, 2020, the Company has a tax asset of $ 11.7 million attributable to the net operating loss carryback, which is included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. As of September 30, 2020 and December 31, 2019, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2015. Note 10. Earnings Per Share The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share data): 27 Table of Contents For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Numerator: Net income (loss) attributable to common shareholders $ ( 138,446 ) $ 21,752 $ ( 243,288 ) $ 71,482 Less: dividends paid on unvested share-based compensation ( 2 ) ( 74 ) ( 6 ) ( 220 ) Net income (loss) available to common shareholders $ ( 138,448 ) $ 21,678 $ ( 243,294 ) $ 71,262 Denominator: Weighted-average number of common shares — basic 130,645,990 130,484,956 130,588,765 130,467,193 Effect of dilutive share-based compensation — 137,174 — 223,149 Weighted-average number of common shares — diluted 130,645,990 130,622,130 130,588,765 130,690,342 Net income (loss) per share available to common shareholders — basic $ ( 1.06 ) $ 0.17 $ ( 1.86 ) $ 0.55 Net income (loss) per share available to common shareholders — diluted $ ( 1.06 ) $ 0.17 $ ( 1.86 ) $ 0.55 For the three and nine months ended September 30, 2020, 547,203 of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2019, 128,563 and 37,137 , respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders. Note 11. Commitments and Contingencies Management Agreements The Company’s hotel properties are operated pursuant to management agreements with various management companies. The terms of these management agreements range from 1 year to 22 years, not including renewals, and 1 year to 52 years, including renewals. Many of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to seven times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement. The management agreements require the payment of a base management fee generally between 1 % and 4 % of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel. For the three and nine months ended September 30, 2020, com bined base and incentive management fees were $ 1.5 million and $ 8.0 million, respectively. For the three and nine months ended September 30, 2019, com bined base and incentive management fees were $ 10.5 million and $ 33.3 million, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income. Reserve Funds Certain of the Company’s agreements with its hotel managers, franchisors and lenders have provisions for the Company to provide funds, typically 4.0 % of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment. 28 Table of Contents Restricted Cash At September 30, 2020 and December 31, 2019, the Company had $ 12.4 million and $ 26.8 million, respectively, in restricted cash, which consisted of reserves for replacement of furniture and fixtures or reserves to pay for real estate taxes or property insurance under certain hotel management agreements or loan agreements. Ground and Hotel Leases As of September 30, 2020, the following hotels were subject to leases as follows: Lease Properties Lease Type Lease Expiration Date Hotel Monaco Washington DC Operating lease November 2059 Argonaut Hotel Operating lease December 2059 Hotel Zelos San Francisco Operating lease June 2097 Hotel Zephyr Fisherman's Wharf Operating lease February 2062 Hotel Palomar Los Angeles Beverly Hills Operating lease January 2107 (1) Restaurant at Southernmost Beach Resort Operating lease April 2029 Hyatt Regency Boston Harbor Operating lease April 2077 San Diego Mission Bay Resort Operating lease July 2068 Paradise Point Resort & Spa Operating lease May 2050 Hotel Vitale Operating lease March 2056 (2) Viceroy Santa Monica Hotel Operating lease September 2065 The Westin Copley Place, Boston Operating lease December 2077 (3) The Liberty, A Luxury Collection Hotel, Boston Operating lease May 2080 Hotel Zeppelin San Francisco Operating and capital lease June 2059 (4) Harbor Court Hotel San Francisco Capital lease August 2052 The Roger New York Capital lease December 2044 (1) The expiration date assumes the exercise of all 19 five-year extension options. (2) The Company has the option, subject to certain terms and conditions, to extend the ground lease for 14 years to 2070. (3) No payments are required through maturity. (4) The Company has an option, subject to certain terms and conditions, to extend the ground lease for 30 years to 2089. The Company's leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in consumer price index ("CPI") and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks. The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income. The components of ground rent expense for the three and nine months ended September 30, 2020 and 2019 are as follows (in thousands): For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Fixed ground rent $ 4,314 $ 4,262 $ 12,907 $ 12,786 Variable ground rent 1,072 4,651 3,816 11,534 Total ground lease rent $ 5,386 $ 8,913 $ 16,723 $ 24,320 In January 2019, the Company acquired the ground lease underlying the land of the Solamar Hotel for $ 6.9 million. Litigation 29 Table of Contents The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company. Note 12. Supplemental Information to Statements of Cash Flows For the nine months ended September 30, 2020 2019 (in thousands) Interest paid, net of capitalized interest $ 66,252 $ 69,680 Interest capitalized $ 1,247 $ — Income taxes paid $ 3,369 $ 2,569 Non-Cash Investing and Financing Activities: Distributions payable on common shares/units $ 1,748 $ 50,878 Distributions payable on preferred shares $ 7,558 $ 7,558 Issuance of common shares for Board of Trustees compensation $ 637 $ 740 Issuance of common shares for LTIP unit redemption $ 2,831 $ — Accrued additions and improvements to hotel properties $ 7,842 $ 6,754 Right of use assets obtained in exchange for lease liabilities $ — $ 257,167 Purchase of ground lease $ — $ 16,604 Write-off of deferred financing financing costs $ — $ 2,697 30 Table of Contents