3 unchanged sentences
(in thousands, except share and per-share data)
−Removed: September 30, 2023 December 31, 2022
+Added: March 31, 2024 December 31, 2023
Investment in hotel properties, net $ 5,475,450 $ 5,490,776
−Removed: Hotels held for sale 65,453 44,861
Cash and cash equivalents 56,707 183,747
10 unchanged sentences
Accrued interest 10,390 6,830
−Removed: Liabilities related to hotels held for sale 1,647 428
Distribution payable 11,849 11,862
2 unchanged sentences
Shareholders’ equity:
−Removed: Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 715,000 at September 30, 2023 and December 31, 2022), 100,000,000 shares authorized;
−Removed: 28,600,000 shares issued and outstanding at September 30, 2023 and December 31, 2022
+Added: Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 690,000 at March 31, 2024 and December 31, 2023), 100,000,000 shares authorized;
+Added: 27,600,000 shares issued and outstanding at March 31, 2024 and December 31, 2023
Common shares of beneficial interest, $ .01 par value, 500,000,000 shares authorized;
−Removed: 120,057,744 shares issued and outstanding at September 30, 2023 and 126,345,293 shares issued and outstanding at December 31, 2022
+Added: 120,094,380 shares issued and outstanding at March 31, 2024 and 120,191,349 shares issued and outstanding at December 31, 2023
Additional paid-in capital 4,074,898 4,078,912
9 unchanged sentences
(in thousands, except share and per-share data)
−Removed: For the three months ended September 30, For the nine months ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the three months ended March 31,
Room $ 198,100 $ 196,374
10 unchanged sentences
General and administrative 12,177 9,988
−Removed: Impairment 71,416 12,865 71,416 86,119
Gain on sale of hotel properties — ( 6,635 )
19 unchanged sentences
(in thousands, except share and per-share data)
−Removed: For the three months ended September 30, For the nine months ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the three months ended March 31,
Comprehensive Income:
10 unchanged sentences
(in thousands, except share data)
−Removed: For the three months ended September 30, 2023
−Removed: 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
−Removed: Shares Amount Shares Amount
−Removed: Balance at June 30, 2023
−Removed: 28,600,000 $ 286 120,057,744 $ 1,201 $ 4,094,680 $ 43,956 $ ( 1,225,748 ) $ 2,914,375 $ 89,737 $ 3,004,112
−Removed: Share-based compensation — — — — 2,450 — — 2,450 870 3,320
−Removed: Distributions on common shares/units — — — — — — ( 1,211 ) ( 1,211 ) ( 11 ) ( 1,222 )
−Removed: Distributions on preferred shares/units — — — — — — ( 10,988 ) ( 10,988 ) ( 1,164 ) ( 12,152 )
−Removed: Other comprehensive income (loss):
−Removed: Change in fair value of derivative instruments — — — — — 9,881 — 9,881 16 9,897
−Removed: Amounts reclassified from other comprehensive income — — — — — ( 8,003 ) — ( 8,003 ) — ( 8,003 )
−Removed: Net income (loss) — — — — — — ( 57,142 ) ( 57,142 ) 658 ( 56,484 )
−Removed: Balance at September 30, 2023
−Removed: 28,600,000 $ 286 120,057,744 $ 1,201 $ 4,097,130 $ 45,834 $ ( 1,295,089 ) $ 2,849,362 $ 90,106 $ 2,939,468
−Removed: Pebblebrook Hotel Trust
−Removed: Consolidated Statements of Equity - Continued
−Removed: (in thousands, except share data)
−Removed: For the three months ended September 30, 2022
−Removed: 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
−Removed: Shares Amount Shares Amount
−Removed: Balance at June 30, 2022
−Removed: 29,600,000 $ 296 130,905,132 $ 1,309 $ 4,271,169 $ 23,748 $ ( 1,190,693 ) $ 3,105,829 $ 86,847 $ 3,192,676
−Removed: Issuance of shares, net of offering costs — — — — ( 48 ) — — ( 48 ) — ( 48 )
−Removed: Share-based compensation — — — — 2,482 — — 2,482 699 3,181
−Removed: Distributions on common shares/units — — — — — — ( 1,320 ) ( 1,320 ) ( 11 ) ( 1,331 )
−Removed: Distributions on preferred shares/units — — — — — — ( 11,344 ) ( 11,344 ) ( 1,164 ) ( 12,508 )
−Removed: Other comprehensive income (loss):
−Removed: Change in fair value of derivative instruments — — — — — 16,385 — 16,385 102 16,487
−Removed: Amounts reclassified from other comprehensive income — — — — — ( 1,337 ) — ( 1,337 ) — ( 1,337 )
−Removed: Net income (loss) — — — — — — 25,068 25,068 1,237 26,305
−Removed: Balance at September 30, 2022
−Removed: 29,600,000 $ 296 130,905,132 $ 1,309 $ 4,273,603 $ 38,796 $ ( 1,178,289 ) $ 3,135,715 $ 87,710 $ 3,223,425
−Removed: Pebblebrook Hotel Trust
−Removed: Consolidated Statements of Equity - Continued
−Removed: (in thousands, except share data)
−Removed: For the nine months ended September 30, 2023
+Added: For the three months ended March 31, 2024
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
11 unchanged sentences
Net income (loss) — — — — — — ( 28,350 ) ( 28,350 ) 830 ( 27,520 )
−Removed: Balance at September 30, 2023
+Added: Balance at March 31, 2024
27,600,000 $ 276 120,094,380 $ 1,201 $ 4,074,898 $ 31,067 $ ( 1,381,450 ) $ 2,725,992 $ 87,517 $ 2,813,509
−Removed: Pebblebrook Hotel Trust
−Removed: Consolidated Statements of Equity - Continued
−Removed: (in thousands, except share data)
−Removed: For the nine months ended September 30, 2022
+Added: For the three months ended March 31, 2023
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
2 unchanged sentences
28,600,000 $ 286 126,345,293 $ 1,263 $ 4,182,359 $ 35,724 $ ( 1,223,117 ) $ 2,996,515 $ 88,028 $ 3,084,543
−Removed: Issuance of shares, net of offering costs — — — — ( 123 ) — — ( 123 ) — ( 123 )
−Removed: Issuance of operating partnership units — — — — — — — — 78,000 78,000
Issuance of common shares for Board of Trustees compensation — — 55,480 1 753 — — 754 — 754
7 unchanged sentences
Net income (loss) — — — — — — ( 22,928 ) ( 22,928 ) 883 ( 22,045 )
−Removed: Balance at September 30, 2022
+Added: Balance at March 31, 2023
28,600,000 $ 286 123,632,667 $ 1,236 $ 4,142,491 $ 29,891 $ ( 1,258,275 ) $ 2,915,629 $ 88,482 $ 3,004,111
3 unchanged sentences
(in thousands)
−Removed: For the nine months ended September 30,
+Added: For the three months ended March 31,
Operating activities:
5 unchanged sentences
Gain on sale of hotel properties — ( 6,635 )
−Removed: Impairment 71,416 86,119
Non-cash ground rent 2,462 2,476
9 unchanged sentences
Proceeds from sales of hotel properties — 131,881
−Removed: Acquisition of hotel properties — ( 247,163 )
Property insurance proceeds 11,500 8,357
2 unchanged sentences
Financing activities:
−Removed: Payment of offering costs — common and preferred shares — ( 123 )
Payment of deferred financing costs ( 5,484 ) ( 154 )
−Removed: Borrowings under revolving credit facilities — 180,000
−Removed: Repayments under revolving credit facilities — ( 180,000 )
−Removed: Proceeds from debt 140,000 —
Repayments of debt ( 110,348 ) ( 498 )
2 unchanged sentences
Distributions — preferred shares/units ( 11,795 ) ( 12,152 )
−Removed: Repayments of refundable membership deposits ( 840 ) ( 2,008 )
+Added: Other financing activities ( 447 ) ( 287 )
Net cash provided by (used in) financing activities ( 136,154 ) ( 57,125 )
7 unchanged sentences
cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets.
−Removed: As of September 30, 2023, the Company owned interests in 47 hotels with a total of 12,142 g uest rooms .
+Added: As of March 31, 2024, the Company owned interests in 46 hotels with a total of 11,924 gue st rooms .
The hotel properties are located in:
16 unchanged sentences
The Company is the sole general partner of the Operating Partnership.
−Removed: As of September 30, 2023, the Company owned 99.2 % of the common limited partnership units issued by the Operating Partnership ("common units").
+Added: As of March 31, 2024, the Company owned 99.2 % of the common limited partnership units issued by the Operating Partnership ("common units").
The remaining 0.8 % of the common units are owned by the other limited partners of the Operating Partnership.
25 unchanged sentences
The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position.
−Removed: It is uncertain what the future affects of the COVID-19 pandemic will have on the overall economy or travel.
−Removed: In addition, the rise in inflation and corresponding increase in interest rates may also impact the overall economy.
+Added: Global events as well as national and local events may impact travel trends and the operations of the Company's hotels.
+Added: In addition, inflation and interest rates may also impact the overall economy as well as the availability of debt.
A decline in travel or a significant increase in costs may impact the Company's cash flow and ability to service debt or meet other financial obligations.
New Accounting Pronouncements
−Removed: There were no new accounting pronouncements issued during the nine months ended September 30, 2023 that the Company believes will have a material impact on its consolidated financial statements and disclosures.
+Added: Disclosure Improvements
+Added: In October, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements:
+Added: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06").
+Added: ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No.
+Added: 33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification ("ASC").
+Added: ASU 2023-06's amendments represent clarifications to, or technical corrections of, current requirements.
+Added: For SEC registrants, the effective date for each amendment will vary based on the date on which the SEC removes that related disclosure from its rules.
+Added: If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the ASC and will not be effective.
+Added: Early adoption is prohibited.
+Added: The Company is currently assessing the potential impacts of ASU 2023-06 and does not expect it to have a material effect on its consolidated financial statements and disclosures.
+Added: Segment Reporting
+Added: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures ("ASU 2023-07").
+Added: ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.
+Added: All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment.
+Added: ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The amendments should be applied retrospectively to all prior periods presented in the financial statements.
+Added: The Company is currently assessing the impacts of adopting ASU 2023-07 on its consolidated financial statements and disclosures.
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures ("ASU 2023-09").
+Added: ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid.
+Added: ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The amendments should be applied on a prospective basis, with the option to apply retrospectively.
+Added: The Company is currently assessing the impacts of adopting ASU 2023-09 on its consolidated financial statements and disclosures.
+Added: Stock Compensation
+Added: In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718):
+Added: Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), to clarify the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation—Stock Compensation ("ASC 718").
+Added: ASU 2024-01 clarifies how to determine whether profits interest and similar awards should be accounted for as a share-based payment arrangement (ASC 718) or as a cash bonus or profit-sharing arrangement (ASC 710, Compensation—General, or other guidance ) and applies to all reporting entities that account for profits interest awards as compensation to employees or non-employees.
+Added: In addition to adding the illustrative guidance, ASU 2024-01 modified the language in paragraph 718-10-15-3 to improve its clarity and operability without changing the guidance.
+Added: ASU 2024-01 is effective for fiscal years beginning after December 15, 2024, including interim periods within those annual periods.
+Added: Early adoption is permitted.
+Added: The amendments should be applied either retrospectively to all prior periods presented in the financial statements, or prospectively to profits interests and similar awards granted or modified on or after the adoption date.
+Added: The Company is currently assessing the impacts of adopting ASU 2024-01 on its consolidated financial statements and disclosures.
Acquisition and Disposition of Hotel Properties
−Removed: There were no acquisitions of hotel properties during the nine months ended September 30, 2023.
−Removed: The following table summarizes disposition transactions during the nine months ended September 30, 2023 and 2022 (in thousands):
+Added: There were no acquisitions of hotel properties during the three months ended March 31, 2024.
+Added: There were no dispositions of hotel properties during the three months ended March 31, 2024.
+Added: The following table summarizes disposition transactions during 2023 (in thousands):
Hotel Property Name Location Sale Date Sale Price
5 unchanged sentences
Hotel Vintage Seattle Seattle, WA May 24, 2023 33,700
−Removed: 2023 Total $ 232,250
−Removed: The Marker San Francisco San Francisco, CA June 28, 2022 $ 77,000
−Removed: Sofitel Philadelphia at Rittenhouse Square Philadelphia, PA August 2, 2022 80,000
−Removed: Hotel Spero San Francisco, CA August 25, 2022 71,000
−Removed: Hotel Vintage Portland Portland, OR September 14, 2022 32,900
−Removed: 2022 Total $ 260,900
−Removed: For the three and nine months ended September 30, 2023, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $ 0.9 million and $( 0.8 ) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold and held for sale.
−Removed: For the three and nine months ended September 30, 2022, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $ 1.9 million and $( 3.4 ) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold and held for sale.
+Added: Hotel Zoe Fisherman's Wharf San Francisco, CA November 14, 2023 68,500
+Added: Marina City Retail at Hotel Chicago Downtown, Autograph Collection
+Added: Chicago, IL December 21, 2023 30,000
+Added: For the three months ended March 31, 2024 and 2023, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of zero and $( 1.3 ) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold and held for sale.
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.
−Removed: Held for Sale
−Removed: As of September 30, 2023, the Company had entered into an agreement to sell Hotel Zoe Fisherman's Wharf for a sale price of $ 68.5 million.
−Removed: This hotel was classified as held for sale and, as a result, the Company classified all of the assets and liabilities related to this hotel as assets and liabilities held for sale in the accompanying consolidated balance sheets and ceased depreciating its assets.
−Removed: The Company expects to complete the sale in the fourth quarter of 2023.
−Removed: However, no assurances can be given that the sale will be completed on these terms or at all.
Investment in Hotel Properties
−Removed: Investment in hotel properties as of September 30, 2023 and December 31, 2022 consisted of the following (in thousands):
−Removed: September 30, 2023 December 31, 2022
+Added: Investment in hotel properties as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands):
+Added: March 31, 2024 December 31, 2023
Land $ 810,671 $ 810,633
9 unchanged sentences
Hurricane Ian
−Removed: On September 27, 2022, LaPlaya Beach Resort & Club ("LaPlaya") and Inn on Fifth, both located in Naples, Florida, and Southernmost Beach Resort located in Key West, Florida were impacted by the effects of Hurricane Ian.
−Removed: Inn on Fifth and Southernmost Beach Resort did not suffer significant damage or disruption.
+Added: On September 27, 2022, LaPlaya Beach Resort & Club ("LaPlaya") located in Naples, Florida, was impacted by the effects of Hurricane Ian.
LaPlaya was closed in anticipation of the storm and required remediation and repairs from the damage and remained closed.
In 2023, LaPlaya began to reopen in stages as the buildings and facilities were repaired.
−Removed: The Company expects LaPlaya's remediation and repair to be substantially completed in the first quarter of 2024.
+Added: As of the first quarter of 2024, LaPlaya's remediation and repair was substantially complete.
The Company’s insurance policies provide coverage for property damage, business interruption and reimbursement for other costs that were incurred relating to damages sustained during Hurricane Ian and the Company has recorded a receivable for the expenditures to date which it anticipates to collect from the insurance providers in excess of the deductibles.
−Removed: In 2022, the Company recognized an aggregate impairment loss of $ 7.9 million for the damage to LaPlaya and Southernmost Beach Resort.
−Removed: During the nine months ended September 30, 2023, the Company incurred $ 5.1 million of costs related to payroll, repair and claims administration for which reimbursement from insurance policies is uncertain and therefore is included in other operating expenses in the Company's consolidated statements of operations and comprehensive income.
−Removed: Through September 30, 2023, the Company has cumulatively received $ 55.1 million in preliminary advances from the insurance providers and continues to work with the insurance providers on the settlement of the property and business interruption claims.
+Added: For the three months ended March 31, 2024 and 2023, the Company incurred $ 0.1 million and $ 2.8 million, respectively, of costs related to payroll, repair and claims administration for which reimbursement from insurance policies is uncertain and therefore is included in other operating expenses in the Company's consolidated statements of operations and comprehensive income.
+Added: Through March 31, 2024, the Company received a total of $ 100.0 million in preliminary advances from the insurance providers.
+Added: The Company continues to work with the insurance providers on the settlement of the property and business interruption claims.
The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment.
1 unchanged sentence
As a result of this review, the Company may identify an impairment trigger has occurred and assess its investment in hotel properties for recoverability.
−Removed: During the three and nine months ended September 30, 2023, the Company recognized an impairment loss of $ 71.4 million related to three hotels as a result of their fair values being lower than their carrying values.
−Removed: During the three months ended September 30, 2022, no impairment loss was recognized.
−Removed: During the nine months ended September 30, 2022, the Company recognized an impairment loss of $ 73.3 million related to two hotels as a result of their fair values being lower than their carrying values.
−Removed: The impairment losses were determined using Level 2 inputs under authoritative guidance for fair value measurements using purchase and sale agreements and information from marketing efforts for these properties.
+Added: During the three months ended March 31, 2024 and 2023, no impairment losses were incurred.
Right-of-use Assets and Lease Liabilities
4 unchanged sentences
The right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements.
−Removed: As of September 30, 2023, the Company's lease liabilities consisted of operating lease liabilities of $ 320.6 million and financing lease liabilities of $ 43.2 million.
+Added: As of March 31, 2024, the Company's lease liabilities consisted of operating lease liabilities of $ 320.6 million and financing lease liabilities of $ 43.5 million.
As of December 31, 2023, the Company's lease liabilities consisted of operating lease liabilities of $ 320.6 million and financing lease liabilities of $ 43.4 million.
3 unchanged sentences
The Company may request additional lender commitments to increase the aggregate borrowing capacity under the Credit Agreement up to an additional $ 970.0 million.
−Removed: The Company's debt consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands):
+Added: On January 3, 2024, the Company entered into the First Amendment to the Credit Agreement which extended the maturity date of $ 356.7 million borrowed under Term Loan 2024 to January 2028.
+Added: This extended indebtedness is referred to as Term Loan 2028.
+Added: In connection with the extension, the Company also repaid $ 60.0 million of its borrowings under Term Loan 2024 with available cash.
+Added: The remaining $ 43.3 million of Term Loan 2024's balance will continue to mature in October 2024 and will be paid with available cash or borrowings under the revolving credit facility at maturity.
+Added: On January 3, 2024, the Company also repaid $ 50.0 million of its outstanding Term Loan 2025 obligation with available cash.
+Added: The Company's debt consisted of the following as of March 31, 2024 and December 31, 2023 (dollars in thousands):
Balance Outstanding as of
−Removed: Interest Rate at September 30, 2023
−Removed: Maturity Date September 30, 2023 December 31, 2022
+Added: Interest Rate at March 31, 2024
+Added: Maturity Date March 31, 2024 December 31, 2023
Revolving credit facilities
11 unchanged sentences
October 2027 460,000 460,000
+Added: Term Loan 2028 7.62 % (1)(4)
+Added: January 2028 356,652 —
Term loan principal $ 1,270,000 $ 1,380,000
Convertible senior notes principal 1.75 % December 2026 $ 750,000 $ 750,000
−Removed: Senior unsecured notes
−Removed: Series A Notes 4.70 % (3)
−Removed: December 2023 47,600 47,600
−Removed: Series B Notes 4.93 % December 2025 2,400 2,400
−Removed: Senior unsecured notes principal $ 50,000 $ 50,000
+Added: Senior unsecured notes principal 4.93 % December 2025 $ 2,400 $ 2,400
Mortgage loans
8 unchanged sentences
(1) Borrowings bear interest at floating rates.
−Removed: Interest rate at September 30, 2023 gives effect to interest rate hedges.
+Added: Interest rate at March 31, 2024 gives effect to interest rate hedges.
(2) The Company has the option to extend the maturity date for up to two six-month periods, pursuant to certain terms and conditions and payment of an extension fee.
−Removed: (3) The Company intends to payoff the Series A Notes using available cash or borrowings under the revolving credit facility at maturity.
−Removed: (4) This loan was refinanced during the third quarter of 2023 and now bears interest at a floating rate equal to daily SOFR plus a spread of 3.75 %.
−Removed: The interest rate at September 30, 2023 gives effect to an interest rate swap.
+Added: (3) This loan bears interest at a floating rate equal to daily SOFR plus a spread of 3.75 %.
+Added: The interest rate at March 31, 2024 gives effect to an interest rate swap.
The Company has the option to extend the maturity date for up to two one-year periods, pursuant to certain terms and conditions and payment of an extension fee.
−Removed: (5) The Company intends to refinance or payoff this loan using available cash or borrowings under the revolving credit facility at maturity.
+Added: (4) On January 3, 2024, the Company entered into the First Amendment to the Credit Agreement which extended the maturity date of $ 356.7 million borrowed under Term Loan 2024 to January 2028 (shown above as Term Loan 2028).
+Added: In connection with the extension, the Company also repaid $ 60.0 million of its borrowings under Term Loan 2024 with available cash.
+Added: The remaining $ 43.3 million of Term Loan 2024's balance will continue to mature in October 2024 and will be paid with available cash or borrowings under the revolving credit facility at maturity.
+Added: (5) On January 3, 2024, the Company r epaid $ 50.0 million of i ts outstanding Term Loan 2025 obligation with available cash.
Unsecured Revolving Credit Facilities
2 unchanged sentences
The margins for revolving credit facility loans range in amount from 1.45 % to 2.50 % for SOFR-based loans and 0.45 % to 1.50 % for Base Rate-based loans, depending on the Company’s leverage ratio.
−Removed: As of September 30, 2023, the Company had no outstanding borrowings, $ 12.6 million of outstanding letters of credit and a borrowing capacity of $ 637.4 million remaining on the senior unsecured revolving credit facility.
+Added: As of March 31, 2024, the Company had no outstanding borrowings, $ 13.7 million of outstanding letters of credit and a borrowing capacity of $ 636.3 million remaining on the senior unsecured revolving credit facility.
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 senior unsecured revolving credit facility, depending on the amount of borrowings outstanding.
3 unchanged sentences
Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount.
−Removed: Standby letters of credit of $ 12.6 million were outstanding as of September 30, 2023 and December 31, 2022.
−Removed: As of September 30, 2023, the Company also has a $ 20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes.
+Added: Standby letters of credit of $ 13.7 million and $ 13.6 million were outstanding as of March 31, 2024 and December 31, 2023, respectively.
+Added: As of March 31, 2024, the Company also has a $ 20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes.
On October 13, 2022, PHL amended and restated the agreement governing the PHL Credit Facility to extend the maturity to October 2026.
2 unchanged sentences
The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Credit Agreement, which governs the Company's senior unsecured revolving credit facility.
−Removed: As of September 30, 2023, the Company had no borrowings under the PHL Credit Facility and had $ 20.0 million borrowing capacity remaining available under the PHL Credit Facility.
−Removed: As of September 30, 2023, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.
+Added: As of March 31, 2024, the Company had no borrowings under the PHL Credit Facility and had $ 20.0 million borrowing capacity remaining available under the PHL Credit Facility.
+Added: As of March 31, 2024, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.
Unsecured Term Loan Facilities
−Removed: The three $ 460.0 million term loans provided for in the Credit Agreement mature in October 2024, October 2025 and October 2027, respectively.
+Added: As of March 31, 2024, the term loans provided for in the Credit Agreement will mature as follows:
+Added: $ 43.3 million in October 2024 (Term Loan 2024), $ 410.0 million in October 2025 (Term Loan 2025), $ 460.0 million in October 2027 (Term Loan 2027) and $ 356.7 million in January 2028 (Term Loan 2028).
The term loans bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus the SOFR Adjustment plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio.
1 unchanged sentence
The term loans are subject to the debt covenants in the Credit Agreement.
−Removed: As of September 30, 2023, the Company was in compliance with all debt covenants of its term loans.
+Added: As of March 31, 2024, the Company was in compliance with all debt covenants of its term loans.
The Company entered into interest rate swap agreements to fix the SOFR rate on a portion of these unsecured term loan facilities.
12 unchanged sentences
The conversion rate is subject to adjustment in certain circumstances.
−Removed: As of September 30, 2023 and December 31, 2022, the if-converted value of the Convertible Notes did not exceed the principal amount.
−Removed: The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after December 20, 2023 upon certain circumstances.
+Added: As of March 31, 2024 and December 31, 2023, the if-converted value of the Convertible Notes did not exceed the principal amount.
+Added: The Company may redeem for cash all or a portion of the Convertible Notes, at its option, after December 20, 2023, upon certain circumstances.
The redemption price will be equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
5 unchanged sentences
Senior Unsecured Notes
−Removed: The Company has $ 47.6 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.70 % per annum and maturing in December 2023 (the "Series A Notes") and $ 2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93 % per annum and maturing in December 2025 (the "Series B Notes").
−Removed: 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.
−Removed: As of September 30, 2023, the Company was in compliance with all such debt covenants.
+Added: The Company has $ 2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93 % per annum maturing in December 2025.
+Added: The debt covenants of these notes are substantially similar to those of the Company's senior unsecured revolving credit facility.
+Added: As of March 31, 2024, the Company was in compliance with all such debt covenants.
Mortgage Loans
On September 23, 2021, the Company assumed a $ 161.5 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort ("Margaritaville").
−Removed: During the third quarter of 2023, the Company paid down $ 21.5 million of this loan and refinanced the remaining $ 140.0 million balance.
+Added: On September 7, 2023, the Company paid down $ 21.5 million of this loan and refinanced the remaining $ 140.0 million balance.
The new loan requires interest-only payments based on a floating rate equal to daily SOFR plus a spread of 3.75 %.
9 unchanged sentences
Interest Expense
−Removed: The components of the Company's interest expense consisted of the following for the three and nine months ended September 30, 2023 and 2022 (in thousands):
−Removed: For the three months ended September 30, For the nine months ended September 30,
−Removed: 2023 2022 2023 2022
+Added: The components of the Company's interest expense consisted of the following for the three months ended March 31, 2024 and 2023 (in thousands):
+Added: For the three months ended March 31,
Unsecured revolving credit facilities $ 498 $ 568
7 unchanged sentences
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.
−Removed: The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of September 30, 2023 and December 31, 2022 was $ 699.8 million and $ 700.5 million, respectively.
+Added: The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of March 31, 2024 and December 31, 2023 was $ 675.9 million and $ 686.3 million, respectively.
Derivative and Hedging Activities
2 unchanged sentences
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.
−Removed: The Company's interest rate swaps at September 30, 2023 and December 31, 2022 consisted of the following, by maturity date (dollars in thousands):
+Added: The Company's interest rate swaps at March 31, 2024 and December 31, 2023 consisted of the following, by maturity date (dollars in thousands):
Aggregate Notional Value as of
−Removed: Hedge Type Interest Rate Range (SOFR) Maturity September 30, 2023 December 31, 2022
+Added: Hedge Type Interest Rate Range (SOFR) Maturity March 31, 2024 December 31, 2023
Swap-cash flow 2.47 % - 2.50 %
1 unchanged sentence
Swap-cash flow 3.22 % - 3.25 %
−Removed: November 2023 250,000 250,000
−Removed: Swap-cash flow 2.47 % - 2.50 %
−Removed: January 2024 300,000 300,000
+Added: October 2025 200,000 200,000
Swap-cash flow 1.33 % - 1.36 %
2 unchanged sentences
October 2026 200,000 200,000
+Added: Swap-cash flow 3.29 %
+Added: October 2027 165,000 165,000
Total $ 855,000 $ 1,155,000
5 unchanged sentences
The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
−Removed: As of September 30, 2023, the Company's derivative instruments were in an asset position with an aggregate fair value of $ 46.2 million.
−Removed: None of the Company's derivative instruments was in a liability position as of September 30, 2023.
+Added: As of March 31, 2024, the Company's derivative instruments were in an asset position with an aggregate fair value of $ 31.3 million.
+Added: None of the Company's derivative instruments was in a liability position as of March 31, 2024.
Derivative assets are included in prepaid expenses and other assets and derivative liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets.
The Company expects approximately $ 19.9 million will be reclassified from accumulated other comprehensive income (loss) to interest expense within the next 12 months.
−Removed: In January 2023, the Company entered into interest rate swap agreements with an aggregate notional amount of $ 400.0 million, which will be effective in November 2023.
The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income.
−Removed: The following table presents revenues by geographic location for the three and nine months ended September 30, 2023 and 2022 (in thousands):
−Removed: For the three months ended September 30, For the nine months ended September 30,
−Removed: 2023 2022 2023 2022
+Added: The following table presents revenues by geographic location for the three months ended March 31, 2024 and 2023 (in thousands):
+Added: For the three months ended March 31,
+Added: Southern Florida/Georgia $ 80,957 $ 71,029
San Diego, CA 71,495 66,847
Boston, MA 45,920 42,671
−Removed: Southern Florida/Georgia 43,174 53,543 173,183 219,068
Los Angeles, CA 44,209 43,359
San Francisco, CA 30,545 31,814
−Removed: Portland, OR 24,538 29,635 61,510 67,571
−Removed: Chicago, IL 22,233 22,954 57,036 49,966
Washington, D.C.
14,802 13,695
+Added: Portland, OR 12,999 14,640
+Added: Chicago, IL 8,348 10,557
Seattle, WA — 3,420
−Removed: 22,739 28,727 45,165 51,168
Total Revenues $ 314,069 $ 305,719
1 unchanged sentence
(1) Other includes:
−Removed: Philadelphia, PA, Newport, RI, and Santa Cruz, CA .
+Added: Newport, RI and Santa Cruz, CA .
Payments from customers are primarily made when services are provided.
6 unchanged sentences
On July 27, 2017, the Company's Board of Trustees authorized a share repurchase program of up to $ 100.0 million of common shares.
−Removed: Under this program, the Company could have repurchased common shares from time to time in transactions on the open market or by private agreement.
−Removed: As of September 30, 2023, no common shares remained available for repurchase under this program.
+Added: Under this program, the Company could repurchase common shares from time to time in transactions on the open market or by private agreement.
+Added: As of June 30, 2023, no common shares remained available for repurchase under this program.
On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $ 150.0 million of common shares.
2 unchanged sentences
Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares.
−Removed: As of September 30, 2023, $ 146.0 million of common shares remained available for repurchase under this program.
−Removed: During the nine months ended September 30, 2023, the Company repurchased 6,498,901 common shares under the 2017 and 2023 repurchase programs, for an aggregate purchase price of $ 91.0 million, or an average of approximately $ 14.01 per share.
+Added: During the three months ended March 31, 2024, the Company repurchased 318,269 common shares for an aggregate purchase price of $ 5.0 million, or an average of approximately $ 15.71 per share.
+Added: As of March 31, 2024, $ 141.0 million of common shares remained available for repurchase under this program.
Common Dividends
−Removed: The Company declared the following dividends on common shares/units for the nine months ended September 30, 2023:
+Added: The Company declared the following dividends on common shares/units for the three months ended March 31, 2024:
Dividend per Share/Unit For the Quarter Ended Record Date Payable Date
$ 0.01 March 31, 2024 March 29, 2024 April 15, 2024
−Removed: $ 0.01 June 30, 2023 June 30, 2023 July 17, 2023
−Removed: $ 0.01 September 30, 2023 September 29, 2023 October 16, 2023
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”).
−Removed: The following preferred shares were outstanding as of September 30, 2023 and December 31, 2022:
−Removed: Security Type September 30, 2023 December 31, 2022
+Added: The following preferred shares were outstanding as of March 31, 2024 and December 31, 2023:
+Added: Security Type March 31, 2024 December 31, 2023
6.375 % Series E
16 unchanged sentences
Preferred Share Repurchase Program
−Removed: On February 17, 2023, the Company's Board of Trustees authorized a repurchase program of up to $ 100.0 million of the Preferred Shares.
−Removed: Under the terms of the program, the Company may repurchase up to an aggregate of $ 100.0 million of the Preferred Shares.
+Added: On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $ 100.0 million of the Preferred Shares.
+Added: Under the terms of the program, the Company may repurchase up to an aggregate of $ 100.0 million of our 6.375 % Series E Cumulative Redeemable Preferred Shares, 6.30 % Series F Cumulative Redeemable Preferred Shares, 6.375 % Series G Cumulative Redeemable Preferred Shares and 5.70 % Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.
+Added: During the three months ended March 31, 2024, no Preferred Shares were repurchased under this program.
+Added: As of March 31, 2024, $ 84.2 million of Preferred Shares remained available for repurchase under this program.
The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions.
−Removed: The program does not require the Company to repurchase any specific number of shares.
+Added: The program does not require the Company to repurchase any specific number of Preferred Shares.
The program does not have an expiration date and may be suspended, modified or discontinued at any time.
−Removed: During the nine months ended September 30, 2023, no Preferred Shares were repurchased under this program.
Preferred Dividends
−Removed: The Company declared the following dividends on preferred shares for the nine months ended September 30, 2023:
+Added: The Company declared the following dividends on preferred shares for the three months ended March 31, 2024:
Security Type Dividend per Share/Unit For the Quarter Ended Record Date Payable Date
1 unchanged sentence
$ 0.40 March 31, 2024 March 29, 2024 April 15, 2024
−Removed: 6.375 % Series E
−Removed: $ 0.40 June 30, 2023 June 30, 2023 July 17, 2023
−Removed: 6.375 % Series E
−Removed: $ 0.40 September 30, 2023 September 29, 2023 October 16, 2023
6.30 % Series F
$ 0.39 March 31, 2024 March 29, 2024 April 15, 2024
−Removed: 6.30 % Series F
−Removed: $ 0.39 June 30, 2023 June 30, 2023 July 17, 2023
−Removed: 6.30 % Series F
−Removed: $ 0.39 September 30, 2023 September 29, 2023 October 16, 2023
6.375 % Series G
$ 0.40 March 31, 2024 March 29, 2024 April 15, 2024
−Removed: 6.375 % Series G
−Removed: $ 0.40 June 30, 2023 June 30, 2023 July 17, 2023
−Removed: 6.375 % Series G
−Removed: $ 0.40 September 30, 2023 September 29, 2023 October 16, 2023
5.70 % Series H
$ 0.36 March 31, 2024 March 29, 2024 April 15, 2024
−Removed: 5.70 % Series H
−Removed: $ 0.36 June 30, 2023 June 30, 2023 July 17, 2023
−Removed: 5.70 % Series H
−Removed: $ 0.36 September 30, 2023 September 29, 2023 October 16, 2023
Non-controlling Interest of Common Units in Operating Partnership
2 unchanged sentences
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.
+Added: In December 2023, these OP units were redeemed for common shares on a one -for-one basis.
On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units in the Operating Partnership.
−Removed: As of September 30, 2023 and December 31, 2022, the Operating Partnership had 149,896 OP units held by third parties, excluding LTIP units.
−Removed: As of September 30, 2023, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units.
+Added: As of March 31, 2024 and December 31, 2023, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.
+Added: As of March 31, 2024, 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 17, 2023, the Board of Trustees granted 131,276 LTIP Class B units to its executive officers.
−Removed: These LTIP units will vest ratably on January 1, 2024, 2025 and 2026, contingent upon continued employment with the Company.
−Removed: The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $ 15.04 per unit with an aggregate grant date fair value of $ 2.0 million.
−Removed: As of September 30, 2023, the Operating Partnership had 858,484 LTIP units outstanding, of which 277,136 LTIP units have vested.
+Added: On February 15, 2024, the Board of Trustees granted 136,353 LTIP Class B units to its executive officers.
+Added: As of March 31, 2024, the Operating Partnership had 994,837 LTIP units outstanding, of which 470,920 LTIP units have vested.
As of December 31, 2023, the Operating Partnership had 858,484 LTIP units outstanding, of which 277,136 LTIP units have vested.
8 unchanged sentences
At any time following a change of control of the Company, holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company’s election, cash or common shares having an equivalent value.
−Removed: As of September 30, 2023, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.
+Added: As of March 31, 2024, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.
Share-Based Compensation Plan
5 unchanged sentences
All outstanding 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.
−Removed: As of September 30, 2023, there were 1,498,820 common shares available for issuance under the Plan.
+Added: As of March 31, 2024, there were 1,176,681 common shares available for issuance under the Plan.
Service Condition Share Awards
1 unchanged sentence
These shares generally vest over three to five years based on continued service or employment.
−Removed: The following table provides a summary of service condition restricted share activity as of nine months ended September 30, 2023:
+Added: The following table provides a summary of service condition restricted share activity as of three months ended March 31, 2024:
Shares Weighted-Average
4 unchanged sentences
Forfeited ( 1,440 ) $ 15.92
−Removed: Unvested at September 30, 2023
+Added: Unvested at March 31, 2024
408,603 $ 18.07
−Removed: For the three and nine months ended September 30, 2023, the Company recognized approximately $ 0.9 million and $ 2.6 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.
−Removed: For the three and nine months ended September 30, 2022, the Company recognized approximately $ 1.1 million and $ 2.7 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.
+Added: For the three months ended March 31, 2024 and 2023, the Company recognized approximately $ 0.8 million and $ 0.9 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.
Performance-Based Equity Awards
2 unchanged sentences
The actual number of common shares that ultimately vest will be from 0 % to 200 % of the target award and will be determined in 2027 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2024 through December 31, 2026.
−Removed: For the three and nine months ended September 30, 2023, the Company recognized approximately $ 1.5 million and $ 4.1 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.
−Removed: For the three and nine months ended September 30, 2022, the Company recognized approximately $ 1.4 million and $ 3.4 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.
+Added: For the three months ended March 31, 2024 and 2023, the Company recognized approximately $ 1.3 million and $ 1.2 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.
Long-Term Incentive Partnership Units
−Removed: As of September 30, 2023, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units.
+Added: As of March 31, 2024, 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.
2 unchanged sentences
The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $ 16.13 per unit with an aggregate grant date fair value of $ 2.2 million.
−Removed: As of September 30, 2023, the Operating Partnership had 858,484 LTIP units outstanding, of which 277,136 LTIP units have vested.
+Added: As of March 31, 2024, the Operating Partnership had 994,837 LTIP units outstanding, of which 470,920 LTIP units have vested.
As of December 31, 2023, the Operating Partnership had 858,484 LTIP units outstanding, of which 277,136 LTIP units have vested.
Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described in Note 7.
−Removed: For the three and nine months ended September 30, 2023, the Company recognized approximately $ 0.9 million and $ 2.5 million, respectively, in expense related to these LTIP units.
−Removed: For the three and nine months ended September 30, 2022, the Company recognized approximately $ 0.7 million and $ 2.1 million, respectively, in expense related to these LTIP units.
+Added: For the three months ended March 31, 2024 and 2023, the Company recognized approximately $ 1.0 million and $ 0.8 million, respectively, in expense related to these LTIP units.
The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.
PHL is subject to federal and state corporate income taxes at statutory tax rates.
−Removed: Given the continued negative impact of the COVID-19 pandemic on the Company's financial results and uncertainties about the Company's ability to utilize its net operating loss in future years, the Company has recorded a valuation allowance on all deferred tax assets.
+Added: Given the continued uncertainties about the Company's ability to utilize its net operating loss in future years, the Company has recorded a valuation allowance on all deferred tax assets.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.
In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable.
−Removed: As of September 30, 2023 and December 31, 2022, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2020 and 2019, respectively.
+Added: As of March 31, 2024 and December 31, 2023, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2020.
Earnings (Loss) Per Share
The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):
−Removed: For the three months ended September 30, For the nine months ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the three months ended March 31,
Net income (loss) attributable to common shareholders $ ( 38,981 ) $ ( 33,916 )
1 unchanged sentence
Undistributed earnings attributable to share-based compensation — —
−Removed: Net income (loss) available to common shareholders — basic $ ( 68,140 ) $ 13,603 $ ( 68,339 ) $ ( 80,538 )
−Removed: Interest expense on convertible notes — — — —
−Removed: Net income (loss) available to common shareholders — diluted $ ( 68,140 ) $ 13,603 $ ( 68,339 ) $ ( 80,538 )
−Removed: Weighted-average number of common shares — basic 120,057,744 130,905,132 122,394,293 130,904,772
−Removed: Effect of dilutive share-based compensation — 244,651 — —
−Removed: Effect of dilutive convertible notes — — — —
−Removed: Weighted-average number of common shares — diluted 120,057,744 131,149,783 122,394,293 130,904,772
+Added: Net income (loss) available to common shareholders — basic and diluted $ ( 38,990 ) $ ( 33,927 )
+Added: Weighted-average number of common shares — basic and diluted 120,085,226 125,488,415
Net income (loss) per share available to common shareholders — basic $ ( 0.32 ) $ ( 0.27 )
Net income (loss) per share available to common shareholders — diluted $ ( 0.32 ) $ ( 0.27 )
−Removed: For the three and nine months ended September 30, 2023, 1,110,184 and 1,110,184 , respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.
−Removed: For the three and nine months ended September 30, 2022, 300,261 and 1,072,803 , respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.
−Removed: For the three and nine months ended September 30, 2023, 29,441,175 and 29,441,175 , respectively, of common shares underlying the Convertible Notes have been excluded from diluted shares as their effect would have been anti-dilutive.
−Removed: For the three and nine months ended September 30, 2022, 29,441,175 and 29,441,175 of common shares underlying the Convertible Notes have been excluded from diluted shares, as their effect would have been anti-dilutive.
+Added: For the three months ended March 31, 2024 and 2023, 1,217,150 and 1,158,282 , respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.
+Added: For the three months ended March 31, 2024 and 2023, 29,441,175 of common shares underlying the Convertible Notes have been excluded from diluted shares as their effect would have been anti-dilutive.
The LTIP units 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.
10 unchanged sentences
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.
−Removed: For the three and nine months ended September 30, 2023, combined base and incentive management fees were $ 11.1 million and $ 29.9 million, respectively.
−Removed: For the three and nine months ended September 30, 2022, com bined base and incentive management fees were $ 11.8 million and $ 31.6 million, respectively.
+Added: For the three months ended March 31, 2024 and 2023, combined base and incentive management fees were $ 8.0 million.
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.
2 unchanged sentences
Restricted Cash
−Removed: At September 30, 2023 and December 31, 2022, the Company had $ 8.9 million and $ 11.2 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.
+Added: At March 31, 2024 and December 31, 2023, the Company had $ 8.3 million and $ 9.9 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.
Hotel, Ground and Finance Leases
−Removed: As of September 30, 2023, the following hotels were subject to leases as follows:
+Added: As of March 31, 2024, the following hotels were subject to leases as follows:
Lease Properties Lease Type Lease Expiration Date
29 unchanged sentences
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.
−Removed: The components of ground rent expense for the three and nine months ended September 30, 2023 and 2022 are as follows (in thousands):
−Removed: For the three months ended September 30, For the nine months ended September 30,
−Removed: 2023 2022 2023 2022
+Added: The components of ground rent expense for the three months ended March 31, 2024 and 2023 are as follows (in thousands):
+Added: For the three months ended March 31,
Fixed ground rent $ 4,796 $ 4,782
5 unchanged sentences
Supplemental Information to Statements of Cash Flows (in thousands)
−Removed: For the nine months ended September 30,
+Added: For the three months ended March 31,
Interest paid, net of capitalized interest $ 23,041 $ 20,338
5 unchanged sentences
Issuance of common shares for Board of Trustees compensation $ 745 $ 754
−Removed: Issuance of common units in connection with hotel acquisition $ — $ 390
−Removed: Issuance of preferred units in connection with hotel acquisition $ — $ 77,610
Accrued additions and improvements to hotel properties $ 9,551 $ 14,492
−Removed: Right of use assets obtained in exchange for lease liabilities $ — $ 1,005
Write-off of fully amortized deferred financing costs $ 682 $ —
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.