DiamondRock Hospitality Co
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 28, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-02-28.
0001298946-24-000011
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-02-28.
0001298946-25-000015
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 138 previous paragraphs and 138 current paragraphs.
71 unchanged; 50 reworded; 12 added; 13 removed; 4 previous and 5 current paragraphs rearranged.
Tables are not compared: 11 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
(2)On February 19, 2025, we sold the Westin Washington D.C. City Center hotel to an unaffiliated third party for $92 million.
Current report
(3)On November 12, 2024, we acquired the 245-room AC Hotel Minneapolis Downtown located in Minneapolis, Minnesota for $30.5 million, including prorations and transaction costs. The acquisition was funded with corporate cash.
Current report
U.S. economic growth is broadly projected to remain moderate in 2025, with persistent effects of monetary policy, elevated interest rates, and evolving consumer spending patterns influencing both businesses and households. While many economic forecasts suggest that the U.S. will continue to avoid a recession, growth is expected to be subdued, shaped by a cooling labor market, tighter credit conditions, and geopolitical uncertainties. Inflation has moderated but remains above the Federal Reserve’s long-term target, and the Federal Reserve has signaled a cautious approach in determining the pace and timing of future interest rate reductions, if any. While some easing is anticipated in 2025, the extent and impact of any rate cuts on capital markets, business investment, and consumer behavior remain uncertain. Travel demand is highly sensitive to changes in macroeconomic factors and even the threat of a modest slowdown creates a backdrop of uncertainty for the hospitality industry. Corporate and group travel demand is expected to remain steady, but persistent inflation, elevated operating costs, and
Current report
-46- shifts in consumer preferences may create headwinds for the industry. Additionally, elevated interest rates continue to impact real estate financing and transaction activity, influencing capital allocation decisions within the industry.
Current report
(1)In October 2024, we extended the term on one of our ground leases, and, as a result, the lease classification changed from an operating lease to a finance lease.
Current report
The increase in interest expense is primarily the result of elevated interest rates offset by the reduction in mortgage related interest due to the payoff of our Courtyard Midtown mortgage loan in August 2024.
Current report
On August 6, 2024, we paid off $73.3 million outstanding on the Courtyard New York Manhattan/Midtown East mortgage loan using cash on hand. We have three mortgage loans that mature in the next twelve months. We are actively pursuing a financing transaction the proceeds of which will be used to repay the three mortgage loans that mature in 2025. In the case that we are unsuccessful with obtaining this new financing, we may repay such mortgage loans using cash on hand and our senior unsecured revolving credit facility. As of December 31, 2024, we had $400 million of borrowing capacity under our senior unsecured revolving credit facility.
Current report
-50- program (the “Prior ATM Program”), which is no longer active. We did not sell any shares under the Current ATM Program or the Prior ATM Program during the years ended December 31, 2024 and 2023.
Current report
•Hotel Champlain Burlington: We completed the rebranding and repositioning of the Hilton Burlington Lake Champlain to Hotel Champlain Burlington, a Curio Collection by Hilton in July 2024. The transformation of the 258-room hotel represents a strong return-on-investment opportunity and included the creation of new lifestyle community spaces, a new all-day cafe, an upgraded state-of-the-art fitness center, and a new signature seafood restaurant, Original Skiff Fish & Oysters, in partnership with a local award-winning chef.
Current report
•Hilton Garden Inn New York/Times Square Central: The Company expects to complete a renovation of the hotel's guestrooms during the first quarter of 2025.
Current report
•Kimpton Hotel Palomar Phoenix: The Company expects to commence a renovation of the hotel's guestrooms during the second quarter of 2025.
Current report
•Courtyard New York Manhattan/Midtown East: The Company expects to commence a renovation of the hotel's guestrooms during the fourth quarter of 2025.
Removed paragraphs (13)
Previous report
Overview for 2023
Previous report
While our results for the year ended December 31, 2022 included a strong recovery from the pandemic, the Omicron variant of COVID-19 limited the recovery of our business during the beginning of that period. As such, the results for the year ended December 31, 2023 reflect improvement in comparison to the year ended December 31, 2022, when considering the pandemic. Certain customer segments, particularly business and group travel, continue to recover from the impacts of the pandemic, while other customer segments and markets related to destination leisure travel began stabilizing during the year ended December 31, 2023 after experiencing significant growth since 2021. Our overall growth when comparing periods in 2023 to 2022 is more normalized than it was during the height of the pandemic and our subsequent recovery.
Previous report
Hotel Acquisitions. On August 1, 2023, we acquired the 117-room Chico Hot Springs Resort and an adjacent ranch located in Pray, Montana for $31.9 million, including prorations and transaction costs. On October 25, 2023, we acquired the Chico Day Spa adjacent to the hotel for $0.8 million, including prorations and transaction costs.
Previous report
U.S. economic growth is broadly expected to decelerate in 2024 as the effects of monetary policy, most notably elevated interest rates, impact both businesses and consumers. According to many economic forecasts, a soft landing rather than a recession is the most likely scenario, supported by falling U.S. inflation and prospects for more accommodative policies from the Federal Reserve. The Federal Reserve has indicated it will remain data dependent in determining whether to continue to raise or begin to ease interest rates and may begin to ease interest rates as early as mid-2024 provided there are clear signs inflation is consistent with their target. However, the ultimate timing and impacts of these monetary policy changes and related impacts on the economy are unknown. Travel demand is highly sensitive to changes in macroeconomic factors and the threat of even a mild recession or slowdown creates a backdrop of uncertainty for the hospitality industry. The impact on the hospitality industry for 2024 may be intensified when considered in connection with high interest rates placing pressure on consumer spending and the uneven post-pandemic recovery across markets and demand segments.
Previous report
-50- amortization expense increased $2.5 million from the year ended December 31, 2022 primarily due to the properties acquired during 2022 and 2023, as well as the renovations and rebrandings that were completed in 2022 and 2023.
Previous report
The increase in interest expense is primarily related to rising interest rates on our variable rate unsecured term loans and the change in the fair value of certain of our interest rate swaps not designated as cash flow hedges, which were designated as cash flow hedges as of April 1, 2023, partially offset by a decrease in mortgage debt interest related to the payoff of four mortgage loans in 2022.
Previous report
Loss on early extinguishment of debt. In September 2022, we refinanced our senior unsecured credit facility and unsecured term loans. As a result, we recognized a $9.7 million loss on early extinguishment of debt related to the write-off of certain unamortized debt issuance costs and fees paid to the lenders in consideration for our refinancing. We also recognized $0.1 million of loss on early extinguishment of debt related to the write-off of certain unamortized debt issues costs related to the payoff of four mortgage loans during the year ended December 31, 2022. No loss on early extinguishment of debt was recorded for the year ended December 31, 2023.
Previous report
For the year ended December 31, 2023, we paid an aggregate cash dividend of $0.12 per holder of common stock, OP units, and LTIP units. For the year ended December 31, 2022, we paid an aggregate cash dividend of $0.09 per holder of common stock, OP units, and LTIP units.
Previous report
For each of the years ended December 31, 2023 and 2022, we paid an aggregate cash dividend of $2.0625 per holder of Series A Preferred Stock.
Previous report
•The Dagny Boston: We completed a comprehensive renovation to rebrand the Hilton Boston Downtown/Faneuil Hall as The Dagny Boston, an independent lifestyle hotel, during the third quarter of 2023.
Previous report
•Hilton Burlington Lake Champlain: In 2023, we commenced a repositioning of the hotel to rebrand it as a Curio Collection by Hilton hotel. The repositioning is expected to be completed in the summer of 2024 and includes a new restaurant concept by a well-known, award-winning chef.
Previous report
•Bourbon Orleans Hotel: We expect to reposition and rebrand the hotel during 2024 to capture rate potential against the luxury and lifestyle competitive sets.
Previous report
•The Landing Lake Tahoe Resort and Spa: We expect to commence a renovation of the property to accommodate 14 new keys and construct an adjacent indoor/outdoor event space to be completed in 2025.
Reworded paragraphs (50)
Previous wording
DiamondRock Hospitality Company (the “Company” or “we”) is a lodging-focused real estate company that owns a portfolio of premium hotels and resorts. As of December 31, 2023, we owned 36 hotels with 9,746 rooms located in 25 different markets in the United States. The markets that we target are those that we believe align with our strategic objectives, which include investing in assets in destination markets with constrained supply trends, those that provide geographic diversity relative to our existing portfolio, and those markets that are considered to have high growth potential. Our hotels are concentrated in major urban markets and in destination resort locations and more than 60% of our hotels are operated under a brand owned by one of the leading global lodging brand companies (Marriott International, Inc., Hilton Worldwide, or IHG Hotels & Resorts). We are an owner, as opposed to an operator, of the hotels in our portfolio. As an owner, we receive all of the operating profits or losses generated by our hotels after we pay fees to the hotel managers and hotel brands, which are based on the revenues and profitability of the hotels.
Current wording
DiamondRock Hospitality Company (the “Company” or “we”) is a lodging-focused real estate company that owns a portfolio of premium hotels and resorts. As of December 31, 2024, we owned 37 hotels with 10,004 rooms located in 26 different markets in the U.S. The markets that we target are those that we believe align with our strategic objectives, which include investing in assets in destination markets with constrained supply trends, those that provide geographic diversity relative to our existing portfolio, and those markets that are considered to have high growth potential. Our hotels are concentrated in major urban markets and in destination resort locations and more than 60% of our hotels are operated under a brand owned by one of the leading global lodging brand companies (Marriott International, Inc., Hilton Worldwide, or IHG Hotels & Resorts). We are an owner, as opposed to an operator, of the hotels in our portfolio. As an owner, we receive all of the operating profits or losses generated by our hotels after we pay fees to the hotel managers and hotel brands, which are based on the revenues and profitability of the hotels.
Previous wording
We are a real estate investment trust ("REIT") for United States ("U.S.") federal income tax purposes. We conduct our business through a traditional umbrella partnership REIT, or UPREIT, in which our hotel properties are owned by our operating partnership, DiamondRock Hospitality Limited Partnership, or subsidiaries of our operating partnership. The Company is the sole general partner of our operating partnership and owns 99.7% of the limited partnership units (“common OP units”) of our operating partnership as of December 31, 2023. The remaining 0.3% of the common OP units are held by third parties and executive officers of the Company. See Note 9 for additional disclosures related to common OP units.
Current wording
We are a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We conduct our business through a traditional umbrella partnership REIT, or UPREIT, in which our hotel properties are owned by our operating partnership, DiamondRock Hospitality Limited Partnership, or subsidiaries of our operating partnership. The Company is the sole general partner of our operating partnership and owns 99.5% of the limited partnership units (“common OP units”) of our operating partnership as of December 31, 2024. The remaining 0.5% of the common OP units are held by third parties and current and former executive officers of the Company. See Note 9 for additional disclosures related to common OP units.
Previous wording
We use a variety of operating and other information to evaluate the financial condition and operating performance of our business. These key indicators include financial information that is prepared in accordance with U.S. Generally Accepted
Current wording
We use a variety of operating and other information to evaluate the financial condition and operating performance of our business. These key indicators include financial information that is prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), as well as other financial information that is not prepared in accordance with U.S.
Previous wording
Accounting Principles (“U.S. GAAP”), as well as other financial information that is not prepared in accordance with U.S. GAAP. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the performance of individual hotels, groups of hotels and/or our business as a whole. We periodically compare historical information to our internal budgets as well as industry-wide information. These key indicators include:
Current wording
GAAP. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the performance of individual hotels, groups of hotels and/or our business as a whole. We periodically compare historical information to our internal budgets as well as industry-wide information. These key indicators include:
Previous wording
Occupancy, ADR and RevPAR are commonly used measures within the hotel industry to evaluate operating performance. RevPAR, which is calculated as the product of ADR and occupancy percentage, is an important statistic for monitoring operating performance at the individual hotel level and across our business as a whole. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and regional basis. ADR and RevPAR include only room revenue. Room revenue comprised approximately 67% of our total revenues for the year ended December 31, 2023 and is dictated by demand, as measured by occupancy percentage, pricing, as measured by ADR, and our available supply of hotel rooms.
Current wording
Occupancy, ADR and RevPAR are commonly used measures within the hotel industry to evaluate operating performance. RevPAR, which is calculated as the product of ADR and occupancy percentage, is an important statistic for monitoring operating performance at the individual hotel level and across our business as a whole. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and regional basis. ADR and RevPAR include only room revenue. Room revenue comprised approximately 66% of our total revenues for the year ended December 31, 2024 and is dictated by demand, as measured by occupancy percentage, pricing, as measured by ADR, and our available supply of hotel rooms.
Previous wording
We also use EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBTIDA, FFO and Adjusted FFO as measures of the financial performance of our business. See “Non-GAAP Financial Measures” for further discussion on these financial measures.
Current wording
We also use EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO as measures of the financial performance of our business. See “Non-GAAP Financial Measures” for further discussion on these financial measures.
Previous wording
Our portfolio is composed primarily of luxury and upper-upscale hotels and resorts located in major urban markets and popular leisure destinations. More than 60% of our profits come from our urban hotels, and we believe they are well positioned for outsized growth in 2024. Americans have transitioned back to the office but are not expected to return to a full five-day schedule as seen prior to the pandemic. Accordingly, group meeting activity is expected to be the leading source of revenue growth as the remote/hybrid office environment drives increased offsite employee meetings and events at our urban market hotels. Corporate transient demand is also expected to show steady improvement as office attendance increases. Our destination resorts have outperformed the recovery of the broader U.S. lodging industry and, depending on the macroeconomic environment, we expect the strong consumer preference for drive-to destinations will support resilient revenues and profits at our resorts in 2024. Longer term, we believe robust secular demand for experiential leisure travel, low growth in directly competitive supply, and targeted investments to renovate and reposition destination hotels can extend and intensify our growth. We anticipate industry profitability will be challenged by elevated interest rates and pressures on labor costs, insurance and property taxes as well as a short booking window and emerging and shifting travel patterns. We continue to work closely with our hotel managers to maximize revenue and identify operating efficiencies.
Current wording
Our portfolio, which consists primarily of luxury and upper upscale hotels and resorts in major urban centers and desirable leisure destinations, is well positioned for continued resilient performance. More than 60% of our 2024 earnings came from our urban hotels, and we expect further recovery in group and corporate transient travel as businesses continue to refine their hybrid work models. Group meetings and events are anticipated to continue to drive revenue growth, supported by an evolving office environment where companies prioritize offsite meetings to foster collaboration and engagement. Corporate transient demand is expected to show incremental improvements, benefiting from higher office attendance and expanding business travel budgets. While drive-to-resort destinations remain attractive, shifting economic conditions and evolving travel patterns could lead to some moderation in leisure spending. Longer term, we believe robust secular demand for experiential leisure travel, low growth in directly competitive supply, and targeted investments to renovate and reposition destination hotels can extend and intensify our growth. We anticipate industry profitability will be challenged by elevated interest rates and cost pressures on labor, insurance and property taxes. We continue to work closely with our hotel managers to maximize revenue and identify operating efficiencies.
Previous wording
We expect the expansion of corporate travel demand will enable the industry to improve profits in 2024 and we enter the year with several favorable factors, including: (1) ownership of a high-quality portfolio, with a strong group revenue pace for 2024, based on group bookings to date (2) internal growth from five recent and three additional in process hotel rebranding or repositionings, (3) internal growth from the continuation of our asset management initiatives and return on investment projects, (4) conservative debt capital structure with limited near-term debt maturities, and (5) liquidity of $623.5million as of December 31, 2023.
Current wording
We expect the continued expansion of corporate travel demand will enable the industry to improve profits in 2025 and we enter the year with several favorable factors, including: (1) ownership of a high-quality portfolio, (2) expected internal growth from six recent and one additional in-process hotel rebranding or repositionings, (3) expected internal growth from the continuation of our asset management initiatives and return on investment projects, (4) conservative debt capital structure, and (5) liquidity of $584.3 million as of December 31, 2024.
Previous wording
At December 31, 2023 and 2022, we owned 36 and 35 hotels, respectively. All properties owned during these periods have been included in our results of operations during the respective periods since their date of acquisition. Based on when a property was acquired, operating results for certain properties are not comparable for the year ended December 31, 2023 and 2022. The properties detailed for the non-comparable periods highlighted in the table below are hereinafter referred to as “non-comparable properties” and all other properties are referred to as “comparable properties”:
Current wording
At December 31, 2024 and 2023, we owned 37 and 36 hotels, respectively. All properties owned during these periods have been included in our results of operations during the respective periods since their date of acquisition. Based on when a property was acquired, operating results for certain properties are not comparable for the year ended December 31, 2024 and 2023. The properties detailed for the non-comparable periods highlighted in the table below are hereinafter referred to as “non-comparable properties” and all other properties are referred to as “comparable properties”:
Previous wording
Our total revenues increased $73.4 million from $1,001.5 million for the year ended December 31, 2022 to $1,074.9 million for the year ended December 31, 2023.
Current wording
Our total revenues increased $55.0 million from $1,074.9 million for the year ended December 31, 2023 to $1,129.9 million for the year ended December 31, 2024.
Previous wording
Rooms revenues increased by $36.2 million from the year ended December 31, 2022 to the year ended December 31, 2023, $12.7 million of which was due to the acquisition of the non-comparable properties. The remaining increase of $23.5 million was the result of improved occupancy and ADR at our urban hotels as group and corporate travel continued to improve, partially offset by declines in ADR at our resort hotels due to the normalizing of leisure demand.
Current wording
Rooms revenues increased by $25.2 million from the year ended December 31, 2023 to the year ended December 31, 2024, $4.1 million of which was due to the acquisition of the non-comparable properties. The remaining increase of $21.1 million was the result of improved occupancy at our resort hotels and increased ADR at our urban hotels.
Previous wording
Food and beverage revenues increased $21.5 million from the year ended December 31, 2022 to the year ended December 31, 2023, of which $3.8 million was due to the acquisition of non-comparable properties. The remaining increase of $17.7 million was primarily due to increases in both banquet revenues and outlet revenues.
Current wording
Food and beverage revenues increased $21.9 million from the year ended December 31, 2023 to the year ended December 31, 2024, of which $3.8 million was due to the acquisition of non-comparable properties. The remaining increase of $18.1 million was primarily due to increased banquet and catering revenues, driven by an increase in group business during the first half of the year.
Previous wording
Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased $15.7 million from the year ended December 31, 2022 to the year ended December 31, 2023, $11.1 million of which was due to non-comparable properties. The remaining increase of $4.6 million was primarily due to increases in resort fees and parking revenues, partially offset by a decline in attrition and cancellation fees.
Current wording
Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased $7.9 million from the year ended December 31, 2023 to the year ended December 31, 2024, $1.5 million of which was due to non-comparable properties. The remaining increase of $6.4 million was primarily due to increases in resort fees and parking revenues.
Previous wording
Our hotel operating expenses increased $85.0 million from $696.8 million for the year ended December 31, 2022 to $781.8 million for the year ended December 31, 2023, $21.6 million of which was due to the acquisition of non-comparable properties. The remaining increase in hotel operating expenses was primarily due to increased occupancy and related labor costs. Other property-level expenses increased due to higher property tax assessments and insurance premiums.
Current wording
Our hotel operating expenses increased $36.5 million from $781.8 million for the year ended December 31, 2023 to $818.2 million for the year ended December 31, 2024, $8.3 million of which was due to the acquisition of non-comparable properties. The remaining increase in hotel operating expenses was primarily due to higher occupancy levels and increased labor costs. Other property level expenses increased due to higher property tax assessments and insurance premiums.
Previous wording
Depreciation and amortization. Depreciation and amortization on our hotel buildings is generally recorded over a 40 year period subsequent to an acquisition. Depreciable lives of hotel furniture, fixtures and equipment are estimated as the time period between the acquisition date and the date that the hotel furniture, fixtures and equipment will be replaced. Our depreciation and
Current wording
Depreciation and amortization. Depreciation and amortization on our hotel buildings is generally recorded over a 40 year period subsequent to an acquisition. Depreciable lives of hotel furniture, fixtures and equipment are estimated as the time period between the acquisition date and the date that the hotel furniture, fixtures and equipment will be replaced. Our depreciation and amortization expense increased $2.3 million from $111.3 million for the year ended December 31, 2023 to $113.6 million for the year ended December 31, 2024, primarily due to the acquisition of the non-comparable properties.
Previous wording
Impairment losses. During the year ended December 31, 2023, we recorded impairment losses of $0.9 million related to the write-off of construction in progress that was determined not to be recoverable. During the year ended December 31, 2022, we recorded an impairment loss of $2.8 million on the right-to-manage intangible asset related to the rental management agreements at Tranquility Bay Beachfront Resort upon our acquisition of four third-party owned units.
Current wording
Impairment losses. During the year ended December 31, 2024, we recorded impairment losses of $32.6 million related to the Westin Washington D.C. City Center and $1.6 million related to the write-off of construction in progress that was determined not to be recoverable. The impairment of the Westin Washington D.C. City Center was a result of our evaluation of the recoverability of the carrying amount of the hotel due to our determination in the fourth quarter of 2024 that it is more likely than not that the hotel will be sold before the end of its previously estimated useful life. The impairment adjusts the hotel's carrying amount to its estimated fair value less costs to sell. During the year ended December 31, 2023, we recorded an impairment loss of $0.9 million related to the write-off of construction in progress that was determined not to be recoverable.
Previous wording
Corporate expenses. Corporate expenses principally consist of employee-related costs, including base payroll, bonus, restricted stock and severance. Corporate expenses also include corporate operating costs, professional fees and directors’ fees. Our corporate expenses increased $0.2 million, from $31.8 million for the year ended December 31, 2022 to $32.0 million for the year ended December 31, 2023, primarily due to increases in employee-related costs. Additionally, during the year ended December 31, 2022, we recognized the reversal of compensation expense of $0.7 million resulting from the forfeiture of long-term incentive awards related to the resignation of our former Executive Vice President, Asset Management and Chief Operating Officer.
Current wording
Corporate expenses. Corporate expenses principally consist of employee-related costs, including base payroll, bonus, restricted stock and severance. Corporate expenses also include corporate operating costs, professional fees and directors’ fees. Our corporate expenses increased $20.9 million, from $32.0 million for the year ended December 31, 2023 to $52.9 million for the year ended December 31, 2024, primarily due to $20.4 million of severance expense recognized due to the leadership changes announced in April 2024.
Previous wording
Business interruption insurance income. For the year ended December 31, 2023, we recognized $0.5 million of business interruption insurance income related to an electrical fire at the Hilton Garden Inn New York/Times Square Central that caused the hotel to be closed for seven days and $0.1 million related to an insurance claim at the Worthington Renaissance Fort Worth Hotel. During the year ended December 31, 2022, we recognized $0.5 million of business interruption insurance income related to the impact of the Caldor wildfire at The Landing Lake Tahoe Resort & Spa, which caused the hotel to be closed for 21 days in 2021.
Current wording
Business interruption insurance income. During the year ended December 31, 2023, we recognized $0.5 million of business interruption insurance income related to an electrical fire at the Hilton Garden Inn New York/Times Square Central that caused the hotel to be closed for seven days and $0.1 million related to an insurance claim at the Worthington Renaissance Fort Worth Hotel. No business interruption insurance income was recorded during the year ended December 31, 2024.
Previous wording
Interest expense. Our interest expense increased $26.8 million from $38.3 million for the year ended December 31, 2022 to $65.1 million for the year ended December 31, 2023, and was comprised of the following (in millions):
Current wording
Interest expense. Our interest expense increased $0.4 million from $65.1 million for the year ended December 31, 2023 to $65.5 million for the year ended December 31, 2024, and was comprised of the following (in thousands):
Previous wording
Income taxes. We recorded an income tax expense of $0.3 million in 2023 and income tax expense of $2.6 million in 2022. The 2023 income tax expense was incurred on the $4.3 million pre-tax income of our TRSs. The 2023 income tax provision includes a change in our valuation allowance of $1.0 million. The 2022 income tax expense was incurred on the $11.6 million pre-tax income of our TRSs. The 2022 income tax provision includes a change in our valuation allowance of $3.9 million.
Current wording
Income taxes. We recorded an income tax expense of $1.5 million in 2024 and income tax expense of $0.3 million in 2023. The increase in income tax expense was the result of a $1.0 million change in our valuation allowance included in our 2023 income tax provision as well as higher state tax expense in 2024. The 2024 income tax provision includes a change in our valuation allowance of $0.2 million.
Previous wording
Discussion of the comparison of the results of operations for the year ended December 31, 2022 to the year ended December 31, 2021 was included in our Annual Report on Form 10-K for the year ended December 31, 2022 on page 49 under
Current wording
Discussion of the comparison of the results of operations for the year ended December 31, 2023 to the year ended December 31, 2022 was included in our Annual Report on Form 10-K for the year ended December 31, 2023 on page 49 under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 28, 2024.
Previous wording
Our short-term liquidity requirements consist primarily of funds necessary to pay our scheduled debt service, near term debt maturities, operating expenses, ground lease payments, capital expenditures directly associated with our hotels, any share repurchases, distributions to our common and preferred stockholders, and the cost of acquiring additional hotels. Other than scheduled debt service payments, we have one mortgage loan that matures within one year which has a principal balance of $74.3 million as of December 31, 2023. We intend to repay this mortgage loan using cash on hand.
Current wording
Our short-term liquidity requirements consist primarily of funds necessary to pay our scheduled debt service, near term debt maturities, operating expenses, ground lease payments, capital expenditures directly associated with our hotels, any share repurchases, distributions to our common and preferred stockholders, and the cost of acquiring additional hotels.
Previous wording
Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotels, renovations and other capital expenditures that need to be made periodically to our hotels, scheduled debt payments, debt maturities, certain redemptions of limited operating partnership units (“common OP units”), ground lease payments, share repurchases, and making distributions to our common and preferred stockholders. We expect to meet our long-term liquidity requirements through various sources of capital, including cash provided by operations, borrowings, issuances of additional equity, including common OP units, and/or debt securities and proceeds from property dispositions. Our ability to incur additional debt is dependent upon a number of factors, including the state of the credit markets, our degree of leverage, the value of our unencumbered assets and borrowing restrictions imposed by existing lenders. Our ability to raise capital through the issuance of additional equity and/or debt securities is also dependent on a number of factors including the current state of the capital markets, investor sentiment and intended use of proceeds. We may need to raise additional capital if we identify acquisition opportunities that meet our investment objectives and require liquidity in excess of existing cash balances. Our ability to raise funds through the issuance of equity securities depends on, among other things, general market conditions for hotel companies and REITs and market perceptions about us.
Current wording
-49- repurchases, and making distributions to our common and preferred stockholders. We expect to meet our long-term liquidity requirements through various sources of capital, including cash provided by operations, borrowings, issuances of additional equity, including common OP units, and/or debt securities and proceeds from property dispositions. Our ability to incur additional debt is dependent upon a number of factors, including the state of the credit markets, our degree of leverage, the value of our unencumbered assets and borrowing restrictions imposed by existing lenders. Our ability to raise capital through the issuance of additional equity and/or debt securities is also dependent on a number of factors including the current state of the capital markets, investor sentiment and our intended use of proceeds. We may need to raise additional capital if we identify acquisition opportunities that meet our investment objectives and require liquidity in excess of existing cash balances. Our ability to raise funds through the issuance of equity securities depends on, among other things, general market conditions for hotel companies and REITs and market perceptions about us.
Previous wording
We prefer a relatively simple but efficient capital structure. We generally structure our hotel acquisitions to be straightforward and to fit within our capital structure; however, we will consider a more complex transaction, such as the issuance of common OP units in connection with the acquisition of Cavallo Point, The Lodge at the Golden Gate, if we believe that the projected returns to our stockholders will significantly exceed the returns that would otherwise be available.
Current wording
We prefer a relatively simple yet efficient capital structure. We generally structure our hotel acquisitions to be straightforward and to fit within our capital structure; however, we will consider a more complex transaction, such as the issuance of common OP units in connection with the acquisition of Cavallo Point, The Lodge at the Golden Gate, if we believe that the projected returns to our stockholders will significantly exceed the returns that would otherwise be available.
Previous wording
We believe that we maintain a reasonable amount of debt. As of December 31, 2023, we had $1.2 billion of debt outstanding with a weighted average interest rate of 5.22% and a weighted average maturity date of approximately 2.7 years, assuming all extension options available in our debt agreements are exercised. We have one mortgage loan maturing in August 2024, which we intend to repay using cash on hand. As of December 31, 2023, 32 of our 36 hotels are unencumbered by mortgage debt. We remain committed to our core strategy of prudent leverage.
Current wording
We believe that we maintain a reasonable amount of debt. As of December 31, 2024, we had $1.1 billion of debt outstanding with a weighted average interest rate of 5.21% and a weighted average maturity date of approximately 1.7 years, assuming all extension options available in our debt agreements are exercised. We have three mortgage loans that mature in the next twelve months. We are actively pursuing a financing transaction the proceeds of which will be used to repay the three mortgage loans that mature in 2025. In the case that we are unsuccessful with obtaining this new financing, we may repay such mortgage loans using cash on hand and our senior unsecured revolving credit facility. We expect that our weighted average interest rate will increase as we refinance our debt at less favorable rates. As of December 31, 2024, 34 of our 37 hotels are unencumbered by mortgage debt. We remain committed to our core strategy of prudent leverage.
Previous wording
(1)The interest expense for our variable rate unsecured term loans is calculated based on the rate as of December 31, 2023 of 6.81%.
Current wording
(1)The interest expense for our variable rate unsecured term loans is calculated based on the rate as of December 31, 2024 of 5.79%.
Previous wording
We maintain an “at-the-market” equity offering program (the “ATM Program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200.0 million. We have not sold any shares under the ATM Program during the years ended December 31, 2023 and 2022.
Current wording
In August 2024, our board of directors approved an “at-the-market” equity offering program (the “Current ATM Program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200.0 million. Prior to the implementation of the Current ATM Program, we had a $200.0 million ATM
Previous wording
Our board of directors has authorized a share repurchase program pursuant to which we are authorized to repurchase up to $200.0 million of our common stock through February 28, 2025. During the year ended December 31, 2023, we repurchased 318,454 shares of common stock at an average price of $7.60 per share for an aggregate purchase price of $2.4 million. Information about our share repurchase program is in Note 9 to the accompanying consolidated financial statements.
Current wording
In May 2024, our board of directors authorized the repurchase of up to $200.0 million of our common stock under a new share repurchase program, which replaced our prior share repurchase program that was authorized in September 2022. The timing and actual number of shares repurchased will depend on a variety of factors, including price and general business and market conditions. The new share repurchase program does not obligate us to acquire any particular amount of shares, and may be suspended or discontinued at any time at our discretion. The new share repurchase program will expire on May 1, 2026. During the year ended December 31, 2024, we repurchased 3,114,876 shares of common stock at an average price of $8.33 per share for an aggregate purchase price of $26.0 million. Information about our share repurchase program is in Note 9 to the accompanying consolidated financial statements.
Previous wording
We are party to a Sixth Amended and Restated Credit Agreement that provides us with a $400 million senior unsecured revolving credit facility and two term loan facilities in the aggregate amount of $800 million. The revolving credit facility matures on September 27, 2026, which we may extend for an additional year upon the payment of applicable fees and satisfaction of certain standard conditions. The term loan facilities consist of a $500 million term loan that matures on January 3, 2028 and a $300 million term loan that matures on January 3, 2025. The maturity date of the $300 million term loan may be extended for an additional year upon the payment of applicable fees and satisfaction of certain standard conditions. We have the right to increase the aggregate amount of the facilities to $1.4 billion upon the satisfaction of certain standard conditions.
Current wording
We are party to a Sixth Amended and Restated Credit Agreement that provides us with a $400 million senior unsecured revolving credit facility and two term loan facilities in the aggregate amount of $800 million. The revolving credit facility matures on September 27, 2026, which we may extend for an additional year upon the payment of applicable fees and satisfaction of certain standard conditions. The term loan facilities consist of a $500 million term loan that matures on January 3, 2028 and a $300 million term loan that matures on January 3, 2026. In September 2024, we exercised our option to extend the maturity of our $300 million term loan from January 3, 2025 to January 3, 2026. We have the right to increase the aggregate amount of the facilities to $1.4 billion upon the satisfaction of certain standard conditions. As of December 31, 2024, we had $400 million of borrowing capacity under our senior unsecured revolving credit facility.
Previous wording
We expect that our principal sources of cash will include one or more of the following: net cash flow from hotel operations, sales of our equity and debt securities, debt financings and proceeds from any hotel dispositions. Our principal uses of cash are acquisitions of hotel properties, debt service and maturities, share repurchases, capital expenditures, operating costs, ground lease payments, corporate expenses, and distributions to holders of common stock, common units and preferred stock. As of December 31, 2023, we had $121.6 million of unrestricted corporate cash and $45.6 million of restricted cash, and no outstanding borrowings on our senior unsecured credit facility.
Current wording
As of December 31, 2024, we had $81.4 million of unrestricted corporate cash and $47.4 million of restricted cash, and no outstanding borrowings on our senior unsecured credit facility.
Previous wording
Our net cash provided by operations was $237.6 million for the year ended December 31, 2023. Our cash from operations generally consists of the net cash flow from hotel operations, offset by cash paid for corporate expenses, interest payments, and
Current wording
Our net cash provided by operations was $224.4 million for the year ended December 31, 2024. Our cash from operations generally consists of the net cash flow from hotel operations, offset by cash paid for corporate expenses, interest payments, and other working capital changes. The decrease in cash provided by operations was primarily driven by timing differences related to collections from our hotel managers and severance payments related to our previously announced leadership changes.
Previous wording
Our net cash used in investing activities was $120.8 million for the year ended December 31, 2023, which consisted of $86.3 million of capital expenditures, $32.7 million paid for the acquisition of the Chico Hot Springs Resort & Day Spa and adjacent ranch, and $1.8 million of cash paid for the acquisition of the land parcel underlying the parking structure at the Worthington Renaissance Fort Worth Hotel.
Current wording
Our net cash used in investing activities was $112.1 million for the year ended December 31, 2024, which consisted of $81.6 million of capital expenditures and $30.5 million paid for the acquisition of the AC Hotel Minneapolis Downtown.
Previous wording
Our net cash used in financing activities was $56.7 million for the year ended December 31, 2023, which consisted of $31.9 million of distributions paid to holders of common stock and common units, $9.8 million of distributions paid to holders of preferred stock, $9.5 million of scheduled mortgage debt principal payments, $3.0 million paid to repurchase shares upon the vesting of restricted stock for the payment of tax withholdings obligations, and $2.4 million paid to repurchase shares under our share repurchase program.
Current wording
Our net cash used in financing activities was $150.7 million for the year ended December 31, 2024, which consisted of $25.6 million of distributions paid to holders of common stock and common units, $9.8 million of distributions paid to holders of preferred stock, $9.1 million of scheduled mortgage debt principal payments, $73.3 million of repayments of mortgage debt, $6.9 million paid to repurchase shares upon the vesting of restricted stock for the payment of tax withholdings obligations, and $26.0 million paid to repurchase shares under our share repurchase program.
Previous wording
We currently anticipate our significant sources of cash for the year ending December 31, 2024 will be the net cash flow from hotel operations and any potential hotel dispositions. We expect our estimated uses of cash for the year ending December 31, 2024 will be scheduled debt service and maturity payments, capital expenditures, distributions to preferred and common stockholders, corporate expenses and potential share repurchases.
Current wording
We currently anticipate our significant sources of cash for the year ending December 31, 2025 will be the net cash flow from hotel operations, proceeds from the sale of the Westin Washington D.C. City Center, and proceeds from debt financings or sales of debt securities. We expect our estimated uses of cash for the year ending December 31, 2025 will be scheduled debt service and maturity payments, potential acquisitions of hotel properties, capital expenditures, operating costs, ground lease payments, corporate expenses, distributions to preferred and common stockholders, and potential share repurchases.
Previous wording
We have paid the following dividends to holders of our common stock and distributions to holders of common OP units and LTIP units during 2022 and 2023, and through the date of this report:
Current wording
We have declared the following dividends to holders of our common stock and distributions to holders of common OP units and LTIP units for the years ended December 31, 2024 and 2023, and through the date of this report:
Previous wording
The management and franchise agreements for each of our hotels provide for the establishment of separate property improvement reserves to cover, among other things, the cost of replacing and repairing furniture, fixtures and equipment at our hotels and other routine capital expenditures. Contributions to the property improvement fund are calculated as a percentage of hotel revenues. In addition, we may be required to pay for the cost of certain additional improvements that are not permitted to be funded from the property improvement reserves under the applicable management or franchise agreement. As of December 31, 2023, we have set aside $39.7 million for capital projects in property improvement funds, which are included in restricted cash on our consolidated balance sheets.
Current wording
The management and franchise agreements for each of our hotels provide for the establishment of separate property improvement reserves to cover, among other things, the cost of replacing and repairing furniture, fixtures and equipment at our hotels and other routine capital expenditures. Contributions to the property improvement fund are calculated as a percentage of hotel revenues. In addition, we may be required to pay for the cost of certain additional improvements that are not permitted to be funded from the property improvement reserves under the applicable management or franchise agreement. As of
Previous wording
We invested approximately $86.3 million in capital improvements at our hotels during the year ended December 31, 2023. Significant projects in 2023 included the following:
Current wording
We invested approximately $81.6 million in capital improvements at our hotels during the year ended December 31, 2024. Completed projects in 2024 included the following:
Previous wording
•Westin San Diego Bayview: In late 2023, we commenced a comprehensive renovation of the hotel's guestrooms, which is expected to be completed in the second quarter of 2024.
Current wording
•Westin San Diego Bayview: We completed a comprehensive renovation of the hotel's guestrooms during the second quarter of 2024.
Previous wording
•Salt Lake City Marriott: We completed a renovation of the guestrooms during the third quarter of 2023.
Current wording
•Bourbon Orleans Hotel: We completed a comprehensive renovation of the hotel's guestrooms during the third quarter of 2024.
Previous wording
We expect to spend approximately $100 million in capital improvements at our hotels in 2024, which includes the completion of certain projects that commenced in 2023. Significant projects in 2024 include the following:
Current wording
We expect to spend approximately $85 to $95 million in capital improvements at our hotels in 2025, which includes the completion of certain projects that commenced in 2024. Significant projects in 2025 include the following:
Showing the first 40 of 50 pairs. Open the source sections for the rest.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotels, renovations and other capital expenditures that need to be made periodically to our hotels, scheduled debt payments, debt maturities, certain redemptions of limited operating partnership units (“common OP units”), ground lease payments, share
Current report — wording carried from elsewhere
We have declared the following dividends to holders of our Series A Preferred Stock for the years ended December 31, 2024 and 2023, and through the date of this report:
Current report — wording carried from elsewhere
December 31, 2024, we have set aside $44.7 million for capital projects in property improvement funds, which are included in restricted cash on our consolidated balance sheets.
Current report — wording carried from elsewhere
-54- severance programs because we believe these costs do not reflect the ongoing performance of the Company or our hotels.
Current report — wording carried from elsewhere
-56- comparable sales, expected future cash flows discounted at risk adjusted rates as well as industry and Company data. Direct acquisition-related costs are capitalized as a component of the acquired assets.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Part II, Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations," which was filed with the SEC on February 24, 2023.
Previous report — wording carried elsewhere
-53- other working capital changes. The increase in cash provided by operations was primarily driven by timing differences related to collections from our hotel managers.
Previous report — wording carried elsewhere
EBITDA represents net income (calculated in accordance with U.S. GAAP) excluding: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sale of assets; and (3) depreciation and amortization. The Company computes EBITDAre in accordance with the National Association of Real Estate Investment Trusts ("Nareit") guidelines, as
Previous report — wording carried elsewhere
•Hotel Manager Transition Items: We exclude the transition items associated with a change in hotel manager because we believe these items do not reflect the ongoing performance of the Company or our hotels.