What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-23 compared with 2020-02-20 · 37 added, 12 removed, 115 unchanged (30% of the section changed)

9 unchanged sentences

The actual returns shown on the graph above are as follows:

Value of Initial

Name Value of Initial

Investment at

2015 Value of

Investment at

2016 Value of

Investment at

2017 Value of

Investment at

2018 Value of

Investment at

2019 Value of

Investment at

7 unchanged sentences

The declaration of distributions by our company is in the sole discretion of our board of trustees and depends on our actual cash flow, financial condition, capital expenditure requirements for our hotels, the annual distributions requirements under the REIT provisions of the Code and such other factors as our board of trustees deems relevant.

Under the terms of the agreements governing our outstanding debt, as amended as a result of the adverse financial effects of the COVID-19 pandemic on our business, we are currently prohibited from making distributions on our common shares above $0.01 per share unless necessary to maintain our status as a REIT for U.S.

federal income tax purposes.

For income tax purposes, distributions paid per share were characterized as follows:

2020 2019 2018

Amount % Amount % Amount %

Common Shares:

1 unchanged sentence

Qualified dividend — — % 0.0069 0.37 % 0.3482 22.43 %

Capital gain 0.0100 33.33 % 1.3000 69.60 % — — %

Return of capital 0.0200 66.67 % — — % — — %

Total $ 0.0300 100.00 % $ 1.8678 100.00 % $ 1.5522 100.00 %

Series C Preferred Shares:

1 unchanged sentence

Qualified dividend — — % 0.0075 0.37 % 0.3645 22.43 %

Capital gain 0.4063 33.34 % 1.4138 69.60 % — — %

Return of capital 0.8125 66.66 % — — % — — %

Total $ 1.2188 100.00 % $ 2.0313 100.00 % $ 1.6250 100.00 %

Series D Preferred Shares:

1 unchanged sentence

Qualified dividend — — % 0.0074 0.37 % 0.3575 22.43 %

Capital gain 0.3984 33.33 % 1.3866 69.60 % — — %

Return of capital 0.7969 66.67 % — — % — — %

Total $ 1.1953 100.00 % $ 1.9922 100.00 % $ 1.5938 100.00 %

Series E Preferred Shares:

1 unchanged sentence

Qualified dividend — — % 0.0074 0.37 % — — %

Capital gain 0.3984 33.33 % 1.3866 69.60 % — — %

Return of capital 0.7969 66.67 % — — % — — %

Total $ 1.1953 100.00 % $ 1.9922 100.00 % $ — — %

Series F Preferred Shares:

1 unchanged sentence

Qualified dividend — — % 0.0073 0.37 % — — %

Capital gain 0.3938 33.34 % 1.3703 69.60 % — — %

Return of capital 0.7875 66.66 % — — % — — %

Total $ 1.1813 100.00 % $ 1.9688 100.00 % $ — — %

(1) Issued upon completion of our merger with LaSalle on November 30, 2018.

1 unchanged sentence

The preferred share distributions declared on December 15, 2017 and paid on January 12, 2018, were treated as 2018 distributions for tax purposes.

Of the common distribution declared on December 15, 2017 and paid on January 12, 2018, $0.3800 was treated as a 2018 distribution for tax purposes.

The preferred share distributions declared on December 15, 2017 and paid on January 12, 2018, were treated as 2018 distributions for tax purposes.

Of the common distributions declared on November 19, 2018 and December 14, 2018 and both paid on January 15, 2019, $0.3478 was treated as a 2019 distribution for tax purposes.

The preferred share distributions declared on December 14, 2018 and paid on January 15, 2019, $0.4063 of Series C, of $0.3984 of Series D, $0.3984 of Series E, and $0.3938 of Series F were treated as 2019 distributions for tax purposes.

The preferred share distributions declared on December 14, 2018 and paid on January 15, 2019, $0.4063 of Series C, $0.3984 of Series D, $0.3984 of Series E, and $0.3938 of Series F were treated as 2019 distributions for tax purposes.

Of the common distribution declared on December 16, 2019 and paid on January 15, 2020, $0.3800 was treated as a 2019 distribution for tax purposes.

The preferred share distributions declared on December 16, 2019 and paid on January 15, 2020 were treated as 2019 distributions for tax purposes.

Of the common distribution declared on December 15, 2020 and paid on January 15, 2021, $0.0100 will be treated as a 2021 distribution for tax purposes.

The preferred share distributions declared on December 15, 2020 and paid on January 15, 2021 will be treated as 2021 distributions for tax purposes.

Securities Authorized for Issuance Under Equity Compensation Plan

1 unchanged sentence

See Note 8 to the accompanying consolidated financial statements for additional information regarding our 2009 Equity Incentive Plan.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by security holders

— — 1,199,767

Equity compensation plans not approved by security holders — — —

Total — — 1,199,767

During the year ended December 31, 2020, certain of our employees chose to have us acquire from such employees an aggregate of 47,507 common shares to pay taxes due upon vesting of restricted common shares granted pursuant to share award agreements.

1 unchanged sentence

Issuer Purchases of Equity Securities

Total Number of Shares Purchased (1)

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)

Period Total Number of Shares Purchased (1)

Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)

October 1, 2020 - October 31, 2020 — $ — — $ —

1 unchanged sentence

December 1, 2020 - December 31, 2020 — $ — — $ —

Total — $ — — $ 56,600,000

_____________________________

14 unchanged sentences

For the year ended December 31,

2020 2019 2018 2017 2016

(In thousands, except share and per-share data)

Room $ 287,439 $ 1,103,947 $ 565,107 $ 532,288 $ 568,867

Food and beverage 95,892 370,584 199,089 182,737 191,857

2 unchanged sentences

Hotel operating expenses:

Room 91,771 275,855 143,171 134,068 137,312

Food and beverage 77,698 260,278 136,845 123,213 126,957

5 unchanged sentences

Transaction costs 10,544 8,679 75,049 71 193

Impairment loss 74,556 — — 1,049 12,148

(Gain) loss on sale of hotel properties (117,401) (2,819) 2,147 (14,877) (40,690)

3 unchanged sentences

Interest expense (104,098) (108,474) (53,923) (37,299) (43,615)

Other 517 29 2,078 2,362 2,278

Equity in earnings (loss) of joint venture — — — — (64,842)

12 unchanged sentences

As of December 31,

2020 2019 2018 2017 2016

(In thousands)

3 unchanged sentences

Cash and cash equivalents 124,274 30,098 83,366 25,410 33,410

Total assets 6,076,366 6,498,555 6,978,348 2,590,868 2,809,259

Debt 2,280,471 2,229,220 2,746,898 885,237 996,251

Total shareholders' equity 3,257,337 3,621,208 3,759,835 1,498,901 1,605,684

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity