drh-20220331
000129894612/312022Q1FALSE11111111111111P3Y00012989462022-01-012022-03-310001298946us-gaap:CommonStockMember2022-01-012022-03-310001298946us-gaap:RedeemablePreferredStockMember2022-01-012022-03-3100012989462022-05-06xbrli:shares00012989462022-03-31iso4217:USD00012989462021-12-31iso4217:USDxbrli:sharesxbrli:pure00012989462021-01-012021-12-310001298946us-gaap:OccupancyMember2022-01-012022-03-310001298946us-gaap:OccupancyMember2021-01-012021-03-310001298946us-gaap:FoodAndBeverageMember2022-01-012022-03-310001298946us-gaap:FoodAndBeverageMember2021-01-012021-03-310001298946us-gaap:HotelOwnedMember2022-01-012022-03-310001298946us-gaap:HotelOwnedMember2021-01-012021-03-3100012989462021-01-012021-03-310001298946drh:HotelManagementMember2022-01-012022-03-310001298946drh:HotelManagementMember2021-01-012021-03-310001298946us-gaap:FranchiseMember2022-01-012022-03-310001298946us-gaap:FranchiseMember2021-01-012021-03-310001298946us-gaap:PreferredStockMember2021-12-310001298946us-gaap:CommonStockMember2021-12-310001298946us-gaap:AdditionalPaidInCapitalMember2021-12-310001298946us-gaap:RetainedEarningsMember2021-12-310001298946us-gaap:ParentMember2021-12-310001298946us-gaap:NoncontrollingInterestMember2021-12-310001298946us-gaap:RetainedEarningsMember2022-01-012022-03-310001298946us-gaap:ParentMember2022-01-012022-03-310001298946us-gaap:CommonStockMember2022-01-012022-03-310001298946us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001298946us-gaap:NoncontrollingInterestMember2022-01-012022-03-310001298946us-gaap:PreferredStockMember2022-03-310001298946us-gaap:CommonStockMember2022-03-310001298946us-gaap:AdditionalPaidInCapitalMember2022-03-310001298946us-gaap:RetainedEarningsMember2022-03-310001298946us-gaap:ParentMember2022-03-310001298946us-gaap:NoncontrollingInterestMember2022-03-310001298946us-gaap:PreferredStockMember2020-12-310001298946us-gaap:CommonStockMember2020-12-310001298946us-gaap:AdditionalPaidInCapitalMember2020-12-310001298946us-gaap:RetainedEarningsMember2020-12-310001298946us-gaap:ParentMember2020-12-310001298946us-gaap:NoncontrollingInterestMember2020-12-3100012989462020-12-310001298946us-gaap:RetainedEarningsMember2021-01-012021-03-310001298946us-gaap:ParentMember2021-01-012021-03-310001298946us-gaap:CommonStockMember2021-01-012021-03-310001298946us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001298946us-gaap:NoncontrollingInterestMember2021-01-012021-03-310001298946us-gaap:PreferredStockMember2021-03-310001298946us-gaap:CommonStockMember2021-03-310001298946us-gaap:AdditionalPaidInCapitalMember2021-03-310001298946us-gaap:RetainedEarningsMember2021-03-310001298946us-gaap:ParentMember2021-03-310001298946us-gaap:NoncontrollingInterestMember2021-03-3100012989462021-03-31drh:hoteldrh:room0001298946drh:BostonMassachusettsMember2022-03-310001298946drh:ChicagoIllinoisMember2022-03-310001298946drh:DenverColoradoMember2022-03-310001298946drh:DestinFloridaMember2022-03-310001298946drh:KeyWestFloridaMember2022-03-310001298946drh:NewYorkNewYorkMember2022-03-310001298946drh:SanFranciscoCaliforniaMember2022-03-310001298946drh:SedonaArizonaMember2022-03-310001298946stpr:DC2022-03-310001298946drh:DiamondRockHospitalityLimitedPartnershipMember2022-01-012022-03-310001298946drh:AtlantaGeorgiaMember2022-03-310001298946drh:BurlingtonVermontMember2022-03-310001298946drh:CharlestonSouthCarolinaMember2022-03-310001298946drh:FortLauderdaleFloridaMember2022-03-310001298946drh:FortWorthTexasMember2022-03-310001298946drh:HuntingtonBeachCaliforniaMember2022-03-310001298946drh:MarathonFloridaMember2022-03-310001298946drh:NewOrleansLouisianaMember2022-03-310001298946drh:PhoenixArizonaMember2022-03-310001298946drh:SaltLakeCityUtahMember2022-03-310001298946drh:SanDiegoCaliforniaMember2022-03-310001298946drh:SonomaCaliforniaMember2022-03-310001298946drh:SouthLakeTahoeCaliforniaMember2022-03-310001298946drh:VailColoradoMember2022-03-310001298946srt:MinimumMemberus-gaap:LandBuildingsAndImprovementsMember2022-01-012022-03-310001298946srt:MaximumMemberus-gaap:LandBuildingsAndImprovementsMember2022-01-012022-03-310001298946drh:FurnitureFixturesAndEquipmentMembersrt:MinimumMember2022-01-012022-03-310001298946drh:FurnitureFixturesAndEquipmentMembersrt:MaximumMember2022-01-012022-03-310001298946drh:RentalManagementAgreementsMemberdrh:TranquilityBayBeachfrontResortMember2022-03-310001298946drh:RentalManagementAgreementsMemberdrh:TranquilityBayBeachfrontResortMember2022-01-012022-03-310001298946us-gaap:LandMember2022-03-310001298946us-gaap:LandMember2021-12-310001298946us-gaap:LandImprovementsMember2022-03-310001298946us-gaap:LandImprovementsMember2021-12-310001298946us-gaap:BuildingAndBuildingImprovementsMember2022-03-310001298946us-gaap:BuildingAndBuildingImprovementsMember2021-12-310001298946drh:FurnitureFixturesAndEquipmentMember2022-03-310001298946drh:FurnitureFixturesAndEquipmentMember2021-12-310001298946drh:ConstructionInProcessAndCorporateOfficeEquipmentMember2022-03-310001298946drh:ConstructionInProcessAndCorporateOfficeEquipmentMember2021-12-310001298946us-gaap:BuildingMember2022-03-31drh:ground_lease0001298946drh:ParkingGarageMember2022-03-31drh:vote0001298946us-gaap:CommonStockMember2021-08-012021-08-310001298946us-gaap:SeriesAPreferredStockMember2022-01-012022-03-310001298946us-gaap:SeriesAPreferredStockMember2021-01-012021-12-310001298946us-gaap:SeriesAPreferredStockMember2022-03-310001298946drh:UnaffiliatedThirdPartiesMember2018-12-3100012989462018-12-3100012989462018-12-012018-12-310001298946drh:UnaffiliatedThirdPartiesMember2022-03-310001298946drh:UnaffiliatedThirdPartiesMember2021-12-310001298946drh:LongTermIncentivePlanUnitMember2022-03-310001298946drh:LongTermIncentivePlanUnitMember2021-12-310001298946drh:A2016EquityIncentivePlanMember2022-03-310001298946us-gaap:RestrictedStockMembersrt:MinimumMember2022-01-012022-03-310001298946us-gaap:RestrictedStockMembersrt:MaximumMember2022-01-012022-03-310001298946us-gaap:RestrictedStockMember2021-12-310001298946us-gaap:RestrictedStockMember2022-01-012022-03-310001298946us-gaap:RestrictedStockMember2022-03-310001298946us-gaap:RestrictedStockMember2021-01-012021-03-310001298946us-gaap:RestrictedStockMembersrt:ExecutiveOfficerMember2022-01-012022-03-310001298946us-gaap:PerformanceSharesMember2022-01-012022-03-310001298946us-gaap:PerformanceSharesMembersrt:ExecutiveOfficerMember2022-01-012022-03-310001298946srt:MaximumMemberus-gaap:PerformanceSharesMember2022-01-012022-03-310001298946srt:MinimumMemberus-gaap:PerformanceSharesMembersrt:ExecutiveOfficerMember2022-01-012022-03-310001298946us-gaap:PerformanceSharesMembersrt:ExecutiveOfficerMember2022-02-222022-02-220001298946us-gaap:PerformanceSharesMember2022-02-222022-02-220001298946us-gaap:PerformanceSharesMember2022-02-220001298946us-gaap:PerformanceSharesMember2021-12-310001298946us-gaap:PerformanceSharesMember2022-03-310001298946us-gaap:PerformanceSharesMember2021-01-012021-03-310001298946drh:LongTermIncentivePlanUnitMember2022-01-012022-03-310001298946drh:LongTermIncentivePlanUnitMember2021-01-012021-03-310001298946us-gaap:RestrictedStockMember2022-01-012022-03-310001298946us-gaap:PerformanceSharesMember2022-01-012022-03-310001298946us-gaap:MortgagesMemberdrh:MarriottSaltLakeCityDowntownMember2022-01-012022-03-310001298946us-gaap:MortgagesMemberdrh:MarriottSaltLakeCityDowntownMember2022-03-310001298946us-gaap:MortgagesMemberdrh:MarriottSaltLakeCityDowntownMember2021-12-310001298946us-gaap:MortgagesMemberdrh:WestinWashingtonDCCityCenterMember2022-03-310001298946us-gaap:MortgagesMemberdrh:WestinWashingtonDCCityCenterMember2021-12-310001298946drh:LodgeAtSonomaRenaissanceResortAndSpaMemberus-gaap:MortgagesMember2022-03-310001298946drh:LodgeAtSonomaRenaissanceResortAndSpaMemberus-gaap:MortgagesMember2021-12-310001298946drh:WestinSanDiegoMemberus-gaap:MortgagesMember2022-03-310001298946drh:WestinSanDiegoMemberus-gaap:MortgagesMember2021-12-310001298946drh:CourtyardManhattanMidtownEastMemberus-gaap:MortgagesMember2022-03-310001298946drh:CourtyardManhattanMidtownEastMemberus-gaap:MortgagesMember2021-12-310001298946us-gaap:MortgagesMemberdrh:RenaissanceWorthingtonMember2022-03-310001298946us-gaap:MortgagesMemberdrh:RenaissanceWorthingtonMember2021-12-310001298946drh:HotelClioMortgageLoanMemberus-gaap:MortgagesMember2022-03-310001298946drh:HotelClioMortgageLoanMemberus-gaap:MortgagesMember2021-12-310001298946us-gaap:MortgagesMemberdrh:WestinBostonSeaportDistrictMember2022-03-310001298946us-gaap:MortgagesMemberdrh:WestinBostonSeaportDistrictMember2021-12-310001298946us-gaap:MortgagesMember2022-03-310001298946us-gaap:MortgagesMember2021-12-310001298946drh:UnsecuredTermLoanDueOctober2023Memberdrh:UnsecuredTermLoanMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-01-012022-03-310001298946drh:UnsecuredTermLoanDueOctober2023Memberdrh:UnsecuredTermLoanMember2022-03-310001298946drh:UnsecuredTermLoanDueOctober2023Memberdrh:UnsecuredTermLoanMember2021-12-310001298946drh:UnsecuredTermLoandueJuly2024Memberdrh:UnsecuredTermLoanMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-01-012022-03-310001298946drh:UnsecuredTermLoandueJuly2024Memberdrh:UnsecuredTermLoanMember2022-03-310001298946drh:UnsecuredTermLoandueJuly2024Memberdrh:UnsecuredTermLoanMember2021-12-310001298946drh:UnsecuredTermLoanMember2022-03-310001298946drh:UnsecuredTermLoanMember2021-12-310001298946drh:SeniorUnsecuredCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:LineOfCreditMember2022-01-012022-03-310001298946drh:SeniorUnsecuredCreditFacilityMemberus-gaap:LineOfCreditMember2022-03-310001298946drh:SeniorUnsecuredCreditFacilityMemberus-gaap:LineOfCreditMember2021-12-310001298946us-gaap:MortgagesMemberdrh:MarriottSaltLakeCityDowntownMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMember2022-01-012022-03-310001298946us-gaap:LondonInterbankOfferedRateLiborSwapRateMemberus-gaap:InterestRateSwapMemberdrh:UnsecuredTermLoanDueOctober2023Memberdrh:UnsecuredTermLoanMember2022-01-012022-03-310001298946us-gaap:LondonInterbankOfferedRateLiborSwapRateMemberus-gaap:InterestRateSwapMemberdrh:UnsecuredTermLoan175millionMemberdrh:UnsecuredTermLoanMember2022-01-012022-03-310001298946drh:UnsecuredTermLoan175millionMemberdrh:UnsecuredTermLoanMember2022-03-310001298946us-gaap:InterestRateSwapMemberdrh:UnsecuredTermLoan175millionMemberdrh:UnsecuredTermLoanMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMember2022-01-012022-03-310001298946drh:SeniorUnsecuredCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMemberus-gaap:LineOfCreditMember2022-01-012022-03-310001298946srt:MinimumMember2022-01-012022-03-310001298946srt:MaximumMember2022-01-012022-03-3100012989462022-02-042022-02-0400012989462020-08-140001298946drh:OriginalCovenantMemberdrh:SeniorUnsecuredCreditFacilityAndUnsecuredTermLoansMember2022-03-310001298946drh:SeniorUnsecuredCreditFacilityAndUnsecuredTermLoansMemberdrh:ModifiedCovenantMember2022-03-310001298946drh:ActualComparedToCovenantMemberdrh:SeniorUnsecuredCreditFacilityAndUnsecuredTermLoansMember2022-03-310001298946drh:OriginalCovenantMemberdrh:SeniorUnsecuredCreditFacilityAndUnsecuredTermLoansMember2022-01-012022-03-310001298946srt:MinimumMemberdrh:ModifiedCovenantMemberdrh:SeniorUnsecuredCreditFacilityAndUnsecuredTermLoansMember2022-01-012022-03-310001298946srt:MaximumMemberdrh:ModifiedCovenantMemberdrh:SeniorUnsecuredCreditFacilityAndUnsecuredTermLoansMember2022-01-012022-03-310001298946drh:ActualComparedToCovenantMemberdrh:SeniorUnsecuredCreditFacilityAndUnsecuredTermLoansMember2022-01-012022-03-310001298946drh:SeniorUnsecuredCreditFacilityAndUnsecuredTermLoansMemberdrh:ModifiedCovenantMember2022-01-012022-03-310001298946drh:SeniorUnsecuredCreditFacilityMemberus-gaap:LineOfCreditMember2022-01-012022-03-310001298946drh:SeniorUnsecuredCreditFacilityMemberus-gaap:LineOfCreditMember2021-01-012021-03-310001298946drh:TranquilityBayBeachfrontResortMember2022-01-062022-01-060001298946drh:TranquilityBayBeachfrontResortMemberdrh:ThirdPartiesMember2022-01-06drh:unit0001298946drh:VacationOwnershipIntervalsMemberdrh:TranquilityBayBeachfrontResortMember2022-01-060001298946drh:TranquilityBayBeachfrontResortMember2022-01-060001298946drh:TranquilityBayBeachfrontResortMemberdrh:ThirdPartiesMember2022-01-062022-01-060001298946drh:TranquilityBayBeachfrontResortMemberdrh:ThirdPartiesMember2022-03-310001298946drh:TranquilityBayBeachfrontResortMemberdrh:ThirdPartiesMember2022-03-012022-03-310001298946drh:TranquilityBayBeachfrontResortMemberdrh:ThirdPartiesMember2022-03-230001298946drh:TranquilityBayBeachfrontResortMemberdrh:ThirdPartiesMember2022-03-232022-03-230001298946us-gaap:CarryingReportedAmountFairValueDisclosureMember2022-03-310001298946us-gaap:EstimateOfFairValueFairValueDisclosureMember2022-03-310001298946us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310001298946us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001298946us-gaap:InterestRateSwapMemberdrh:UnsecuredTermLoanDueOctober2023Member2022-03-310001298946us-gaap:InterestRateSwapMemberdrh:UnsecuredTermLoanDueOctober2023Member2021-12-310001298946drh:UnsecuredTermLoandueJuly2024Memberus-gaap:InterestRateSwapMember2022-03-310001298946drh:UnsecuredTermLoandueJuly2024Memberus-gaap:InterestRateSwapMember2021-12-310001298946us-gaap:InterestRateSwapMember2022-03-310001298946us-gaap:InterestRateSwapMember2021-12-310001298946drh:FortLauderdaleFloridaMemberdrh:KimptonFortLauderdaleBeachResortMemberus-gaap:SubsequentEventMember2022-04-012022-04-010001298946drh:TranquilityBayBeachfrontResortMemberdrh:ThirdPartiesMemberus-gaap:SubsequentEventMember2022-04-070001298946drh:TranquilityBayBeachfrontResortMemberdrh:ThirdPartiesMemberus-gaap:SubsequentEventMember2022-04-072022-04-07

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________

Commission File Number: 001-32514
DIAMONDROCK HOSPITALITY COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Maryland20-1180098
(State of Incorporation)(I.R.S. Employer Identification No.)
  
2 Bethesda Metro Center, Suite 1400, Bethesda,Maryland20814
(Address of Principal Executive Offices)(Zip Code)

(240744-1150
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareDRHNew York Stock Exchange
8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per shareDRH Pr ANew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filerNon-accelerated filerSmaller reporting company
 Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.




Table of Contents

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The registrant had 210,861,105 shares of its $0.01 par value common stock outstanding as of May 6, 2022.



Table of Contents
INDEX
  
 Page No.
  
 
  
 
 
 
  
  
  
  
  
  
  
  
  
  
  
  



Table of Contents

PART I. FINANCIAL INFORMATION
Item I.Financial Statements

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
March 31, 2022December 31, 2021
ASSETS(unaudited) 
Property and equipment, net$2,659,123 $2,651,444 
Right-of-use assets97,067 100,212 
Restricted cash38,882 36,887 
Due from hotel managers154,199 120,671 
Prepaid and other assets98,375 17,472 
Cash and cash equivalents41,581 38,620 
Total assets$3,089,227 $2,965,306 
LIABILITIES AND EQUITY  
Liabilities:  
Mortgage and other debt, net of unamortized debt issuance costs$574,909 $578,651 
Unsecured term loans, net of unamortized debt issuance costs398,668 398,572 
Senior unsecured credit facility200,000 90,000 
Total debt1,173,577 1,067,223 
Lease liabilities109,149 108,605 
Deferred rent61,955 60,800 
Due to hotel managers102,879 85,493 
Unfavorable contract liabilities, net62,313 62,780 
Accounts payable and accrued expenses41,331 51,238 
Deferred income related to key money, net9,103 8,203 
Total liabilities1,560,307 1,444,342 
Equity:  
Preferred stock, $0.01 par value; 10,000,000 shares authorized:
8.250% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), 4,760,000 shares issued and outstanding at March 31, 2022 and December 31, 2021
48 48 
Common stock, $0.01 par value; 400,000,000 shares authorized; 210,861,105 and 210,746,895 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively
2,109 2,107 
Additional paid-in capital2,294,129 2,293,990 
Accumulated deficit(773,357)(780,931)
Total stockholders’ equity1,522,929 1,515,214 
Noncontrolling interests5,991 5,750 
Total equity1,528,920 1,520,964 
Total liabilities and equity$3,089,227 $2,965,306 

The accompanying notes are an integral part of these consolidated financial statements.
-1-


Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three Months Ended March 31,
20222021
Revenues:  
Rooms$132,170 $50,412 
Food and beverage45,748 13,925 
Other18,915 8,600 
Total revenues196,833 72,937 
Operating Expenses:  
Rooms33,830 13,828 
Food and beverage33,221 11,561 
Management fees4,020 1,119 
Franchise fees5,810 2,447 
Other hotel expenses70,509 48,935 
Depreciation and amortization26,655 26,962 
Impairment losses2,843 122,552 
Corporate expenses6,033 7,159 
Business interruption insurance income(499) 
Total operating expenses, net182,422 234,563 
Interest and other expense (income), net286 (156)
Interest expense4,119 8,484 
Total other expenses, net4,405 8,328 
Income (loss) before income taxes10,006 (169,954)
Income tax benefit (expense)54 (1,613)
Net income (loss)10,060 (171,567)
Less: Net (income) loss attributable to noncontrolling interests(32)720 
Net income (loss) attributable to the Company10,028 (170,847)
Distributions to preferred stockholders(2,454)(2,454)
Net income (loss) attributable to common stockholders$7,574 $(173,301)
Earnings (loss) per share: 
Earnings (loss) per share available to common stockholders—basic$0.04 $(0.82)
Earnings (loss) per share available to common stockholders—diluted$0.04 $(0.82)





The accompanying notes are an integral part of these consolidated financial statements.
-2-


Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except share and per share amounts)
(unaudited)
Preferred StockCommon Stock
SharesPar ValueSharesPar ValueAdditional Paid-In CapitalAccumulated DeficitTotal Stockholders' EquityNoncontrolling InterestsTotal Equity
Balance at December 31, 20214,760,000 $48 210,746,895 $2,107 $2,293,990 $(780,931)$1,515,214 $5,750 $1,520,964 
Distributions on preferred stock ($0.5156 per preferred share)
— — — — — (2,454)(2,454)— (2,454)
Share-based compensation— — 114,210 2 139 — 141 209 350 
Net income— — — — — 10,028 10,028 32 10,060 
Balance at March 31, 20224,760,000 $48 210,861,105 $2,109 $2,294,129 $(773,357)$1,522,929 $5,991 $1,528,920 


Preferred StockCommon Stock
SharesPar ValueSharesPar ValueAdditional Paid-In CapitalAccumulated DeficitTotal Stockholders' EquityNoncontrolling InterestsTotal Equity
Balance at December 31, 20204,760,000 48 210,073,514 $2,101 $2,285,491 $(576,531)$1,711,109 $7,816 $1,718,925 
Distributions on preferred stock ($0.5156 per preferred share)
— — — — — (2,454)(2,454)— (2,454)
Share-based compensation— — 170,251 2 18 — 20 281 301 
Net loss— — — —  (170,847)(170,847)(720)(171,567)
Balance at March 31, 20214,760,000 $48 210,243,765 $2,103 $2,285,509 $(749,832)$1,537,828 $7,377 $1,545,205 



The accompanying notes are an integral part of these consolidated financial statements.
-3-


Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended March 31,
20222021
Cash flows from operating activities:  
Net income (loss)$10,060 $(171,567)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization26,655 26,962 
Corporate asset depreciation as corporate expenses59 56 
Non-cash lease expense and other amortization1,568 1,672 
Non-cash interest rate swap fair value adjustment(7,502)2,731 
Amortization of debt issuance costs653 611 
Impairment losses2,843 122,552 
Amortization of deferred income related to key money(99)(99)
Share-based compensation1,160 1,783 
Changes in assets and liabilities:
Prepaid expenses and other assets248 4,299 
Due to/from hotel managers(16,934)(15,188)
Accounts payable and accrued expenses(5,557)(8,756)
Net cash provided by (used in) operating activities13,154 (34,944)
Cash flows from investing activities:  
Capital expenditures(11,628)(11,956)
Property acquisitions(64,061) 
Purchase deposits(36,180) 
Receipt of deferred key money1,000  
Net cash used in investing activities(110,869)(11,956)
Cash flows from financing activities:  
Scheduled mortgage debt principal payments(3,935)(3,797)
Draws on senior unsecured credit facility110,000 45,000 
Payment of debt financing costs(120)(1,149)
Distributions on common stock and units(10)(117)
Distributions on preferred stock(2,454)(2,454)
Shares redeemed to satisfy tax withholdings on vested share-based compensation(810)(1,482)
Net cash provided by financing activities102,671 36,001 
Net increase (decrease) in cash, cash equivalents, and restricted cash4,956 (10,899)
Cash, cash equivalents, and restricted cash at beginning of period75,507 134,846 
Cash, cash equivalents, and restricted cash at end of period$80,463 $123,947 


The accompanying notes are an integral part of these consolidated financial statements.
-4-


Table of Contents


DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
(in thousands)
(unaudited)


Supplemental Disclosure of Cash Flow Information:
Three Months Ended March 31,
20222021
Cash paid for interest$10,549 $10,476 
Cash paid (refunded) for income taxes, net$1 $(330)
Non-cash investing and financing activities:
Unpaid dividends and distributions declared$9 $21 
Accrued capital expenditures$10,422 $2,526 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the amount shown within the consolidated statements of cash flows:
March 31, 2022December 31, 2021
Cash and cash equivalents$41,581 $38,620 
Restricted cash38,882 36,887 
Total cash, cash equivalents and restricted cash$80,463 $75,507 





























The accompanying notes are an integral part of these consolidated financial statements.
-5-


Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements
(Unaudited)

1. Organization

DiamondRock Hospitality Company (the “Company” or “we”) is a lodging-focused real estate company that owns a portfolio of premium hotels and resorts. Our hotels are concentrated in major urban markets and in destination resort locations, and the majority of our hotels are operated under a brand owned by one of the leading global lodging brand companies (Marriott International, Inc. or Hilton Worldwide). 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.

As of March 31, 2022, we owned 33 hotels with 9,454 guest rooms, located in the following markets: Atlanta, Georgia; Boston, Massachusetts (2); Burlington, Vermont; Charleston, South Carolina; Chicago, Illinois (2); Denver, Colorado (2); Destin, Florida (2); Fort Lauderdale, Florida; Fort Worth, Texas; Huntington Beach, California; Key West, Florida (2); Marathon, Florida; New Orleans, Louisiana; New York, New York (3); Phoenix, Arizona; Salt Lake City, Utah; San Diego, California; San Francisco, California (2); Sedona, Arizona (2); Sonoma, California; South Lake Tahoe, California; Washington, D.C. (2); and Vail, Colorado.

During the three months ended March 31, 2022, we acquired the Tranquility Bay Beachfront Resort located in Marathon, Florida. See Note 9 for further discussion of the acquisition. On April 1, 2022, we acquired the Kimpton Fort Lauderdale Beach Resort located in Fort Lauderdale, Florida. See Note 12 for further discussion of the acquisition.

We conduct our business through a traditional umbrella partnership real estate investment trust, 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 March 31, 2022. The remaining 0.3% of the common OP units are held by third parties and executive officers of the Company. See Note 5 for additional disclosures related to common OP units.

2.Summary of Significant Accounting Policies

Basis of Presentation

Our financial statements include all of the accounts of the Company and its subsidiaries in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. If the Company determines that it has an interest in a variable interest entity within the meaning of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity. Our operating partnership meets the criteria of a variable interest entity. The Company is the primary beneficiary and, accordingly, we consolidate our operating partnership.

In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments necessary to present fairly our financial position, the results of our operations, the statements of equity, and cash flows. Interim results are not necessarily indicative of full-year performance because of the impact of seasonal and short-term variations. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed on February 22, 2022.

Use of Estimates

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

Risks and Uncertainties
-6-


Table of Contents


The state of the overall economy can significantly impact hotel operational performance and thus, impact our financial position. Should any of our hotels experience a significant decline in operational performance, it may affect our ability to make distributions to our stockholders and service debt or meet other financial obligations.

Currently, one of the most significant risks and uncertainties relates to the COVID-19 pandemic. The COVID-19 pandemic has adversely affected the hospitality industry in general and our business in particular. The extent to which our business will continue to be affected by COVID-19 will largely depend on future developments, which we cannot predict with a high degree of confidence, including the potential emergence of a new variant strain of COVID-19 and the actions of governments and individuals to contain COVID-19 and its variants or mitigate its impact. To the extent that certain travel activity in the U.S. is materially and adversely affected by COVID-19, the overall business and financial results of the hospitality industry, as well as the business and financial results of the Company, would similarly continue to be materially and adversely impacted.

Fair Value Measurements

In evaluating fair value, U.S. GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (observable inputs) and a reporting entity’s own assumptions about market data (unobservable inputs). The hierarchy ranks the observability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets in markets that are not active and model-derived valuations whose inputs are observable
Level 3 - Model-derived valuations with unobservable inputs

Property and Equipment

Investment purchases of hotel properties, land, land improvements, building and furniture, fixtures and equipment and identifiable intangible assets that are not businesses are accounted for as asset acquisitions and recorded at relative fair value based upon total accumulated cost of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. Property and equipment purchased after the hotel acquisition date is recorded at cost. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any resulting gain or loss is included in the statements of operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets.

We review our investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying amount of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties, current or projected losses from operations, and an expectation that the property is more likely than not to be sold significantly before the end of its useful life. If present, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel, less costs to sell, exceed its carrying amount. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized.

We will classify a hotel as held for sale in the period that we have made the decision to dispose of the hotel, a binding agreement to purchase the property has been signed under which the buyer has committed a significant amount of nonrefundable cash and no significant financing or other contingencies exist which could cause the transaction to not be completed in a timely manner. If these criteria are met, we will record an impairment loss if the fair value less costs to sell is lower than the carrying amount of the hotel and related assets and will cease recording depreciation expense. We will classify the assets and related liabilities as held for sale on the balance sheet.

Cash and Cash Equivalents

-7-


Table of Contents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

Revenues from hotel operations are recognized when the goods or services are provided. Revenues consist of room sales,
food and beverage sales, and other hotel department revenues, such as telephone, parking, gift shop sales and resort fees. Rooms revenue is recognized over the length of stay that the hotel room is occupied by the customer. Food and beverage revenue is recognized at the point in time in which the goods and/or services are rendered to the customer, such as for restaurant dining services or banquet services. Other revenues are recognized at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and we assess whether we are the principal or agent in these arrangements. If we are the agent, revenue is recognized based upon the commission earned from the third party. If we are the principal, we recognize revenue based upon the gross sales price.

Advance deposits are recorded as liabilities when a customer or group of customers provides a deposit for a future stay or
banquet event at our hotels. Advance deposits are converted to revenue when the services are provided to the customer or when a customer with a noncancelable reservation fails to arrive for part or all of the reservation. Conversely, advance deposits are generally refundable upon guest cancellation of the related reservation within an established period of time prior to the reservation.

Income Taxes

We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings during the period in which the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2022 and December 31, 2021, we had a valuation allowance of $18.7 million and $14.9 million, respectively, on our deferred tax assets.

We have elected to be treated as a real estate investment trust, or REIT, under the provisions of the Internal Revenue Code of 1986, as amended, which requires that we distribute at least 90% of our taxable income annually to our stockholders and comply with certain other requirements. In addition to paying federal and state taxes on any retained income, we may be subject to taxes on “built-in gains” on sales of certain assets. Our taxable REIT subsidiaries will generally be subject to federal, state, local and/or foreign income taxes. In order for the income from our hotel property investments to constitute “rents from real properties” for purposes of the gross income tests required for REIT qualification, the income we earn cannot be derived from the operation of any of our hotels. Therefore, we lease each of our hotel properties to wholly owned taxable REIT subsidiaries.

We may recognize a tax benefit from an uncertain tax position when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. If a tax position does not meet the more-likely-than-not recognition threshold, despite our belief that our filing position is supportable, the benefit of that tax position is not recognized in the consolidated statements of operations. We recognize interest and penalties, as applicable, related to unrecognized tax benefits as a component of income tax expense. We recognize unrecognized tax benefits in the period that the uncertainty is eliminated by either affirmative agreement of the uncertain tax position by the applicable taxing authority, or by expiration of the applicable statute of limitation.

We had no accruals for tax uncertainties as of March 31, 2022 and December 31, 2021.

Intangible Assets and Liabilities

Intangible assets and liabilities recorded may include management or franchise agreement intangibles and in-place lease intangibles assumed as part of the acquisition of certain hotels. We review the terms of agreements assumed in conjunction with the purchase of a hotel to determine if an intangible asset or liability exists. Intangible assets or liabilities are recorded at the acquisition date and amortized using the straight-line method over the expected useful life. We do not amortize intangible assets with indefinite useful lives, but we review these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired. In connection with our acquisition of Tranquility Bay Beachfront Resort, we recognized
-8-


Table of Contents

a $45.2 million right-to-manage intangible asset related to the rental management agreements with third-party unit owners. See Note 9 for more information, including information about the impairment recognized during the three months ended March 31, 2022. We currently have no other intangible assets. The remaining useful life of this intangible asset as of March 31, 2022 is approximately 39.8 years. The intangible asset, net of accumulated amortization of $0.3 million, was $42.1 million as of March 31, 2022. Amortization expense for the three months ended March 31, 2022 totaled $0.3 million. Amortization expense is expected to be $1.1 million annually for the remaining useful life of the asset.

Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period plus other potentially dilutive securities such as stock grants. No adjustment is made for shares that are anti-dilutive during a period.

Share-based Compensation

We account for share-based employee compensation using the fair value based method of accounting. We record the cost of awards with service or market conditions based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Comprehensive Income

We do not have any comprehensive income other than net income. If we have any comprehensive income in future periods, such that a statement of comprehensive income would be necessary, such statement will be reported as one statement with the consolidated statement of operations.

Derivative Instruments

In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments, including interest rate swaps and caps, to manage or hedge interest rate risk. Derivative instruments are recorded at fair value on the balance sheet date. We have not elected hedge accounting treatment for the changes in the fair value of derivatives. Changes in the fair value of derivatives are recorded each period and are included in interest expense in the consolidated statements of operations.

Noncontrolling Interests

The noncontrolling interest is the portion of equity in our consolidated operating partnership not attributable, directly or indirectly, to the Company. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. The noncontrolling interests are classified as permanent equity as we have the right to choose to settle each holder's redemption of the interest in either cash or delivery of shares of our common stock. See Note 5 for additional details. On the consolidated statements of operations, revenues, expenses and net income or loss from our less-than-wholly-owned operating partnership are reported within the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Income or loss is allocated to noncontrolling interests based on their weighted average ownership percentage for the applicable period. Consolidated statements of equity include beginning balances, activity for the period and ending balances for stockholders’ equity, noncontrolling interests and total equity.

Restricted Cash

Restricted cash primarily consists of cash held in reserve for replacement of furniture and fixtures generally held by our hotel managers and cash held in escrow pursuant to lender requirements.

Debt Issuance Costs

Financing costs are recorded at cost as a component of the debt carrying amount and consist of loan fees and other costs incurred in connection with the issuance of debt. Amortization of debt issuance costs is computed using a method that approximates the effective interest method over the remaining life of the debt and is included in interest expense in the accompanying consolidated statements of operations. Debt issuance costs related to our Revolving Credit Facility (defined in
-9-


Table of Contents

Note 8) are included within prepaid and other assets on the accompanying consolidated balance sheets. These debt issuance costs are amortized ratably over the term of the Revolving Credit Facility, regardless of whether there are any outstanding borrowings, and the amortization is included in interest expense in the accompanying consolidated statements of operations.

Due to/from Hotel Managers

The due from hotel managers consists of hotel level accounts receivable, periodic hotel operating distributions receivable from managers and prepaid and other assets held by the hotel managers on our behalf. The due to hotel managers represents liabilities incurred by the hotel on behalf of us in conjunction with the operation of our hotels which are legal obligations of the Company.

Key Money

Key money received in conjunction with entering into hotel management or franchise agreements or completing specific capital projects is deferred and amortized over the term of the hotel management agreement, the term of the franchise agreement, or other systematic and rational period, if appropriate. Key money is classified as deferred income in the accompanying consolidated balance sheets and amortized as an offset to management fees or franchise fees.

Leases

We determine if an arrangement is a lease or contains an embedded lease at inception. For agreements with both lease and nonlease components (e.g., common-area maintenance costs), we do not separate the nonlease components from the lease components, but account for these components as one. We determine the lease classification (operating or finance) at lease inception.

Right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. The discount rate used to determine the present value of the lease payments is our incremental borrowing rate as of the lease commencement date, as the implicit rate is not readily determinable. The right-of-use assets also include any initial direct costs and any lease payments made at or before the commencement date, and is reduced for any unrestricted incentives received at or before the commencement date.

Options to extend or terminate the lease are included in the recognition of our right-of-use assets and lease liabilities when it is reasonably certain that we will exercise the option. Variable payments that are based on an index or a rate are included in the recognition of our right-of-use assets and lease liabilities using the index or rate at lease commencement; however, changes to these lease payments due to rate or index updates are recorded as rent expense in the period incurred. Contingent rentals based on a percentage of sales in excess of stipulated amounts are not included in the measurement of the lease liability and right-of-use asset but will be recognized as variable lease expense when they are incurred. Leases that contain provisions that increase the fixed minimum lease payments based on previously incurred variable lease payments related to performance will be remeasured, as these payments now represent an increase in the fixed minimum payments for the remainder of the lease term. However, leases with provisions that increase minimum lease payments based on changes in a reference index or rate (e.g. Consumer Price Index) will not be remeasured as such changes do not constitute a resolution of a contingency.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of our cash and cash equivalents. We maintain cash and cash equivalents with various financial institutions. We perform periodic evaluations of the relative credit standing of these financial institutions and limit the amount of credit exposure with any one institution.

Segment Reporting

Each one of our hotels is an operating segment. We evaluate each of our properties on an individual basis to assess performance, the level of capital expenditures, and acquisition or disposition transactions. Our evaluation of individual properties is not focused on property type (e.g. urban, suburban, or resort), brand, geographic location, or industry classification.

We aggregate our operating segments using the criteria established by U.S. GAAP, including the similarities of our product offering, types of customers and method of providing service. All of our properties react similarly to economic
-10-


Table of Contents

stimulus, such as business investment, changes in Gross Domestic Product, and changes in travel patterns. As such, all our operating segments meet the aggregation criteria, resulting in a single reportable segment represented by our consolidated financial results.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued Accounting Standard Update 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications to ease reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. ASU 2020-04 permits a contract with a modified reference rate to be accounted for as a continuation of the existing contract. We have not entered into any contract modifications yet as it directly relates to reference rate reform, but we anticipate undertaking such modifications in the future related to our variable rate debt and interest rate swaps indexed to LIBOR. The adoption of ASU 2020-04 is not expected to have a material impact on our consolidated financial statements.

3.Property and Equipment

Property and equipment as of March 31, 2022 and December 31, 2021 consists of the following (in thousands):
March 31, 2022December 31, 2021
Land$548,443 $546,800 
Land improvements7,994 7,994 
Buildings and site improvements2,694,128 2,667,024 
Furniture, fixtures and equipment506,264 501,505 
Construction in progress15,372 14,485 
 3,772,201 3,737,808 
Less: accumulated depreciation(1,113,078)(1,086,364)
 $2,659,123 $2,651,444 

As of March 31, 2022 and December 31, 2021, we had accrued capital expenditures of $10.4 million and $7.3 million, respectively.

4. Leases

We are subject to operating leases, the most significant of which are ground leases. We are the lessee to ground leases under eight of our hotels and two parking garages as of March 31, 2022. The lease liabilities for our operating leases assume the exercise of all available extension options, as we believe they are reasonably certain to be exercised. As of March 31, 2022, our operating leases have a weighted-average remaining lease term of 65 years and a weighted-average discount rate of 5.77%.

The components of operating lease expense, which is included in other hotel expenses in our consolidated statements of operations, and cash paid for amounts included in the measurement of lease liabilities, are as follows (in thousands):
Three Months Ended March 31,
 20222021
Operating lease cost$2,786 $2,760 
Variable lease payments$230 $41 
Cash paid for amounts included in the measurement of operating lease liabilities$985 $866 

Maturities of lease liabilities as of March 31, 2022 are as follows (in thousands):
-11-


Table of Contents

Year Ending December 31,
2022 (excluding the three months ended March 31, 2022)$2,991 
20234,033 
20244,012 
20254,072 
20264,640 
Thereafter759,838 
Total lease payments779,586 
Less imputed interest(670,437)
Total lease liabilities$109,149 

5. Equity

Common Shares

We are authorized to issue up to 400 million shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets legally available for the payment of dividends when authorized by our board of directors.

In August 2021, we implemented 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.

Preferred Shares

We are authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value per share. Our board of directors is required to set for each class or series of preferred stock the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, and terms or conditions of redemption.

As of March 31, 2022 and December 31, 2021, there were 4,760,000 shares of Series A Preferred Stock issued and outstanding with a liquidation preference each of $25.00 per share. On or after August 31, 2025, the Series A Preferred Stock will be redeemable at the Company's option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date.

Operating Partnership Units

In connection with our acquisition of Cavallo Point in December 2018, we issued 796,684 common OP units to third parties, otherwise unaffiliated with the Company, at $11.76 per unit. Each common OP unit is redeemable at the option of the holder. Holders of common OP units have certain redemption rights, which enable them to cause our operating partnership to redeem their units in exchange for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions.

Long-Term Incentive Partnership units (“LTIP units”), which are also referred to as profits interest units, may be issued to eligible participants under the 2016 Plan (as defined in Note 6 below) for the performance of services to or for the benefit of our operating partnership. LTIP units are a class of partnership unit in our operating partnership and will receive, whether vested or not, the same per-unit distributions as the outstanding common OP units, which equal per-share dividends on shares of our common stock. Initially, LTIP units have a capital account balance of zero, do not receive an allocation of operating income (loss), and do not have full parity with common OP units with respect to liquidating distributions. If such parity is reached, vested LTIP units are converted into an equal number of common OP units, and thereafter will possess all of the rights and interests of common OP units, including the right to exchange the common OP units for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. See Note 6 for additional disclosures related to LTIP units.

-12-


Table of Contents

There were 748,044 and 639,622 common OP units held by unaffiliated third parties and executive officers of the Company as of March 31, 2022 and December 31, 2021, respectively. There were 26,966 and 135,388 LTIP units outstanding as of March 31, 2022 and December 31, 2021, respectively. All vested LTIP units have reached economic parity with common OP units and have been converted into common OP units.

Dividends and Distributions

Our board of directors suspended our quarterly common dividend commencing with the first quarter dividend that would have been paid in April 2020. The resumption in quarterly common dividends will be determined by our board of directors after considering our projected taxable income, obligations under our financing agreements, expected capital requirements, and risks affecting our business.

We have paid the following dividends to holders of our Series A Preferred Stock during 2022:
Payment DateRecord DateDividend
per Share
March 31, 2022March 18, 2022$0.515625 

6. Stock Incentive Plans

We are authorized to issue up to 6,082,664 shares of our common stock under our 2016 Equity Incentive Plan (the “2016 Plan”), of which we have issued or committed to issue 4,965,407 shares as of March 31, 2022. In addition to these shares, additional shares of common stock may be issued from time to time in connection with the performance stock unit awards as further described below.

Restricted Stock Awards

Restricted stock awards issued to our officers and employees generally vest over a three to five year period from the date of grant based on continued employment. We measure compensation expense for the restricted stock awards based upon the fair market value of our common stock at the date of grant. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying consolidated statements of operations. A summary of our restricted stock awards from January 1, 2022 to March 31, 2022 is as follows:
Number of
Shares
Weighted-
Average Grant
Date Fair
Value
Unvested balance at January 1, 20221,443,295 $9.46 
Granted425,731 9.56 
Vested(260,680)9.54 
Forfeited(211,543)9.45 
Unvested balance at March 31, 20221,396,803 $9.47 

The total unvested share awards as of March 31, 2022 are expected to vest as follows: 8,202 shares during 2022, 395,532 shares during 2023, 461,677 shares during 2024, 260,114 shares during 2025, and 271,278 shares during 2026. As of March 31, 2022, the unrecognized compensation cost related to restricted stock awards was $11.1 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 34 months. We recorded $0.8 million of compensation expense related to restricted stock awards for each of the three months ended March 31, 2022 and 2021. The compensation expense recorded for the three months ended March 31, 2022 includes the reversal of $0.2 million of previously recognized compensation expense in connection with the resignation of our former Executive Vice President and Chief Operating Officer.
Performance Stock Units

Performance stock units (“PSUs”) are restricted stock units that vest three years from the date of grant. Each executive officer is granted a target number of PSUs (the “PSU Target Award”). The actual number of shares of common stock issued to each executive officer is based on the Company's achievement of certain performance targets. Under this framework, 50% of the PSUs are based on relative total stockholder return and 50% on hotel market share improvement. The achievement of
-13-


Table of Contents

certain levels of total stockholder return relative to the total stockholder return of a peer group of publicly-traded lodging REITs is measured over a three-year performance period. There is no payout of shares of our common stock if our total stockholder return falls below the 30th percentile of the total stockholder returns of the peer group. The maximum number of shares of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is earned if our total stockholder return is equal to or greater than the 75th percentile of the total stockholder returns of the peer group. The number of PSUs earned is limited to 100% of the PSU Target Award if the Company's total stockholder return is negative for the three-year performance period. The improvement in market share for each of our hotels is measured over a three-year performance period based on a report prepared for each hotel by STR Global, a well-recognized benchmarking service for the hospitality industry. There is no payout of shares of our common stock if the percentage of our hotels with market share improvements is less than 30%. The maximum number of shares of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is earned if the percentage of our hotels with market share improvements is greater than or equal to 75%.

We measure compensation expense for the PSUs based upon the fair market value of the award at the grant date. Compensation expense is recognized on a straight-line basis over the three-year performance period and is included in corporate expenses in the accompanying consolidated statements of operations. The grant date fair value of the portion of the PSUs based on our relative total stockholder return is determined using a Monte Carlo simulation performed by a third-party valuation firm. The grant date fair value of the portion of the PSUs based on hotel market share improvement is the closing price of our common stock on the grant date.

On February 22, 2022, our board of directors granted 337,702 PSUs to our executive officers. The grant date fair value of the portion of the PSUs based on our relative total stockholder return was $9.84 using the assumptions of volatility of 71.4% and a risk-free rate of 1.74%. The grant date fair value of the portion of the PSUs based on hotel market share was $9.56, which was the closing stock price of our common stock on such date.

A summary of our PSUs from January 1, 2022 to March 31, 2022 is as follows:
Number of
Target Units
Weighted-
Average Grant
Date Fair
Value
Unvested balance at January 1, 2022969,240 $9.45 
Granted337,702 9.70 
Vested (1)
(269,224)10.14 
Forfeited(160,533)9.34 
Unvested balance at March 31, 2022877,185 $11.06 
______________________
(1)The number of shares of common stock earned for the PSUs vested in 2022 was equal to 100.0% of the PSU Target Award.

The total unvested PSUs as of March 31, 2022 are expected to vest as follows: 296,596 units during 2023, 294,445 units during 2024 and 286,144 units during 2025. The number of shares earned upon vesting is subject to the attainment of the performance goals described above. As of March 31, 2022, the unrecognized compensation cost related to the PSUs was $5.3 million and is expected to be recognized on a straight-line basis over a weighted average period of 27 months. We recorded $0.2 million and $0.7 million of compensation expense related to the PSUs for the three months ended March 31, 2022 and 2021, respectively. The compensation expense recorded for the three months ended March 31, 2022 includes the reversal of $0.5 million of previously recognized compensation expense in connection with the resignation of our former Executive Vice President and Chief Operating Officer.

LTIP Units

LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while potentially allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under the 2016 Plan. At the time of award, LTIP units do not have full economic parity with common OP units, but can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules.
A summary of our LTIP units from January 1, 2022 to March 31, 2022 is as follows:
-14-


Table of Contents

Number of UnitsWeighted-
Average Grant
Date Fair
Value
Unvested balance at January 1, 2022135,388 $10.22 
Vested (1)
(108,422)10.38 
Unvested balance at March 31, 202226,966 $9.58 
______________________
(1)As of March 31, 2022, all vested LTIP units have achieved economic parity with common OP units and have been converted to common OP units.

The total remaining unvested LTIP units as of March 31, 2022 of 26,966 are expected to vest in 2023.

As of March 31, 2022, the unrecognized compensation cost related to LTIP unit awards was $0.2 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 11 months. We recorded $0.2 million and $0.3 million of compensation expense related to LTIP unit awards for the three months ended March 31, 2022 and 2021, respectively.

7. Earnings (Loss) Per Share

Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is calculated by dividing net income (loss) available to common stockholders that has been adjusted for dilutive securities, by the weighted-average number of common shares outstanding including dilutive securities.

Unvested share-based awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested share-based compensation (participating securities) have been excluded, as applicable, from net income or loss available to common stockholders used in the basic and diluted EPS calculations.

The following is a reconciliation of the calculation of basic and diluted EPS (in thousands, except share and per share data):
 Three Months Ended March 31,
20222021
Numerator:
Net income (loss) attributable to common stockholders$7,574 $(173,301)
Dividends declared on unvested share-based compensation  
Net income (loss) available to common stockholders$7,574 $(173,301)
Denominator:
Weighted-average number of common shares outstanding—basic212,491,561 211,671,581 
Effect of dilutive securities:
Unvested restricted common stock229,682  
Shares related to unvested PSUs429,575  
Weighted-average number of common shares outstanding—diluted213,150,818 211,671,581 
Earnings (loss) per share:
Earnings (loss) per share available to common stockholders—basic$0.04 $(0.82)
Earnings (loss) per share available to common stockholders—diluted$0.04 $(0.82)

-15-


Table of Contents

For the three months ended March 31, 2021, 757,591 of unvested restricted common shares and 695,654 of unvested PSUs were excluded from the diluted weighted-average common shares outstanding, as their effect would be anti-dilutive.

The common OP units held by the noncontrolling interest holders have been excluded from the denominator of the diluted earnings (loss) per share calculation as there would be no effect on the amounts since the common OP units' share of income or loss would also be added or subtracted to derive net income (loss) available to common stockholders.

8. Debt

The following table sets forth information regarding the Company’s debt as of March 31, 2022 and December 31, 2021 (dollars in thousands):
Principal Balance as of
LoanInterest Rate as of March 31, 2022Maturity DateMarch 31, 2022December 31, 2021
Salt Lake City Marriott Downtown at City Creek mortgage loan
LIBOR + 3.25% (1)
January 2023$43,120 $43,570 
Westin Washington, D.C. City Center mortgage loan3.99%January 202355,299 55,913 
The Lodge at Sonoma Resort mortgage loan3.96%April 202325,413 25,542 
Westin San Diego Bayview mortgage loan3.94%April 202358,166 58,600 
Courtyard New York Manhattan/Midtown East mortgage loan4.40%August 202477,445 77,882 
Worthington Renaissance Fort Worth Hotel mortgage loan3.66%May 202576,992 77,453 
Hotel Clio mortgage loan4.33%July 202558,456 58,789 
Westin Boston Seaport District mortgage loan4.36%November 2025181,679 182,755 
Unamortized debt issuance costs(1,661)(1,853)
Total mortgage debt, net of unamortized debt issuance costs574,909 578,651 
Unsecured term loan
LIBOR + 2.40% (2) (4)
October 202350,000 50,000 
Unsecured term loan
LIBOR + 2.40% (3) (4)
July 2024350,000 350,000 
Unamortized debt issuance costs(1,332)(1,428)
Unsecured term loans, net of unamortized debt issuance costs398,668 398,572 
Senior unsecured credit facility
LIBOR + 2.55% (4)
July 2023 (5)
200,000 90,000 
Total debt, net of unamortized debt issuance costs$1,173,577 $1,067,223 
Weighted-Average Interest Rate3.78% 
_______________________
(1)LIBOR is subject to a floor of 1.0%.
(2)We are party to an interest rate swap agreement that fixes LIBOR at 2.41% through October 2023.
(3)We are party to an interest rate swap agreement that fixes LIBOR at 1.70% through July 2024 for $175 million of the loan. LIBOR is subject to a floor of 0.25%.
(4)LIBOR is subject to a floor of 0.25%.
(5)The credit facility may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions.

Mortgage and Other Debt

We have incurred limited recourse, property specific mortgage debt secured by certain of our hotels. In the event of default, the lender may only foreclose on the secured assets; however, in the event of fraud, misapplication of funds or other
-16-


Table of Contents

customary recourse provisions, the lender may seek payment from us. As of March 31, 2022, eight of our 33 hotels were secured by mortgage debt.

Our mortgage debt contains certain property specific covenants and restrictions, including minimum debt service coverage ratios or debt yields that trigger “cash trap” provisions, as well as restrictions on incurring additional debt without lender consent. Such cash trap provisions are triggered when the hotel’s operating results fall below a certain debt service coverage ratio or debt yield. When these provisions are triggered, all of the excess cash flow generated by the hotel is deposited directly into cash management accounts for the benefit of our lenders until a specified debt service coverage ratio or debt yield is reached and maintained for a certain period of time. Such provisions do not provide the lender the right to accelerate repayment of the underlying debt. As of March 31, 2022, the debt service coverage ratios or debt yields for all of our mortgage loans, except for the mortgage loan secured by the Salt Lake City Marriott Downtown at City Creek, were below the minimum thresholds such that the cash trap provision of each respective loan was triggered. As of March 31, 2022, we had $3.1 million held in cash traps, which is included within the restricted cash on the accompanying balance sheet. We do not expect that such cash traps will affect our ability to satisfy our short-term liquidity requirements.

Senior Unsecured Credit Facility and Unsecured Term Loans

We are party to credit agreements (the “Credit Agreements”) that provide for a $400 million senior unsecured credit facility (the “Revolving Credit Facility”), which matures in July 2023, a $350 million unsecured term loan maturing in July 2024 (the “Facility Term Loan”) and a $50 million unsecured term loan maturing in October 2023 (the “2023 Term Loan”). The maturity date for the Revolving Credit Facility may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. The interest rate on the Revolving Credit Facility and unsecured term loans is based upon LIBOR, plus an applicable margin based upon the Company’s leverage ratio. In addition to the interest payable on amounts outstanding under the Revolving Credit Facility, we are required to pay an amount equal to 0.20% of the unused portion of the Revolving Credit Facility if the average usage is greater than 50% or 0.30% of the unused portion of the Revolving Credit Facility if the average usage is less than or equal to 50%.

On each of June 9, 2020, August 14, 2020, January 20, 2021 and February 4, 2022, we executed amendments (the “Amendments”) to the Credit Agreements (as amended, the “Amended Credit Agreements”) for the Revolving Credit Facility and term loans. These Amendments provided for a waiver of the quarterly tested financial covenants beginning with the second quarter of 2020 through the first quarter of 2022 (the “Covenant Relief Period”) and allow for certain other modifications to the covenants thereafter through the second quarter of 2023 (the “Ratio Adjustment Period”).

During the Covenant Relief Period and until the date we have demonstrated compliance with the financial covenants for the fiscal quarter following the end of the Covenant Relief Period, the Amendments (i) require that the net cash proceeds from certain incurrences of indebtedness, equity issuances and asset dispositions will, subject to various exceptions, be applied as a mandatory prepayment of the amounts outstanding under the Amended Credit Agreements, (ii) impose an additional covenant that we and our subsidiaries maintain minimum liquidity, defined as unrestricted cash plus available capacity on the Revolving Credit Facility, of at least $125.0 million, (iii) impose additional negative covenants that will limit our ability to incur additional indebtedness, pay dividends and distributions (except to the extent required to maintain REIT status), repurchase shares, make prepayments of other indebtedness, make capital expenditures, conduct asset dispositions or transfers and make investments, in each case subject to various exceptions, and (iv) permit the payment of dividends on the Company's preferred stock, up to $25.0 million annually.

A summary of the most significant covenants is as follows:

ModifiedActual at
Covenant
Covenant (1)
March 31, 2022
Maximum leverage ratio (2)
60%
65%
50.0%
Minimum fixed charge coverage ratio (3)
1.50x
1.00x to 1.50x
1.68x
Secured recourse indebtedness
Less than 45% of Total Asset Value
Less than 45% of Total Asset Value
27.7%
Unencumbered leverage ratio
60.0%
65.0%
35.6%
Unencumbered implied debt service coverage ratio
1.20x
1.00x to 1.20x
1.86x
_____________________________

(1)Covenant requirements during the Ratio Adjustment Period.
-17-


Table of Contents

(2)Leverage ratio is net indebtedness, as defined in the Credit Agreements, divided by total asset value, defined in the Credit Agreements as the value of our owned hotels based on hotel net operating income divided by a defined capitalization rate.
(3)Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Credit Agreements as EBITDA less FF&E reserves, for the most recently ending 12 months, to fixed charges, which is defined in the Credit Agreements as interest expense, all regularly scheduled principal payments and payments on capitalized lease obligations, for the same most recently ending 12-month period.

During the Covenant Relief Period and the Ratio Adjustment Period, the Amendments also set the applicable interest rate to LIBOR plus a margin of 2.55% for the Revolving Credit Facility and LIBOR plus a margin of 2.40% for the Facility Term Loan and 2023 Term Loan. The Amendments also add a LIBOR floor of 0.25% to the variable interest rate calculation.

As of March 31, 2022, we had $200.0 million of borrowings outstanding under the Revolving Credit Facility. We incurred interest and unused fees on the Revolving Credit Facility of $1.3 million and $0.7 million for the three months ended March 31, 2022 and 2021, respectively. We incurred interest on the unsecured term loans of $3.6 million for each of the three months ended March 31, 2022 and 2021.

9. Acquisitions

On January 6, 2022, we acquired the 103-room Tranquility Bay Beachfront Resort located in Marathon, Florida, for $63.0 million, excluding prorations and transaction costs. The acquisition was funded with corporate cash. The acquisition includes income from 84 units owned by third parties that currently participate in the hotel's rental management program and the majority of the intervals in three units that are structured as vacation ownership. We own the remaining 16 rooms in fee simple. We recognized a $45.2 million right-to-manage intangible asset related to the long-term rental agreements (“RMAs”) that were purchased as part of the acquisition. The intangible asset is recorded within prepaid and other assets on the accompanying consolidated balance sheet as of March 31, 2022. The intangible asset will be amortized over a period of 40 years, which is our estimate of its useful life, inclusive of expected renewal periods. In March 2022, we entered into agreements to purchase four of the third-party owned units for $4.1 million in aggregate. In connection with the purchase agreements, we evaluated the recoverability of the right-to-manage intangible asset related to the RMAs, and as a result, we recorded an impairment loss of $2.8 million. On March 23, 2022, we closed on the purchase of two of the four third-party owned units for $1.7 million.

10. Fair Value Measurements and Interest Rate Swaps

The fair value of certain financial assets and liabilities and other financial instruments as of March 31, 2022 and December 31, 2021, in thousands, is as follows:
March 31, 2022December 31, 2021
Carrying
   Amount (1)
Fair Value
Carrying
    Amount (1)
Fair Value
Debt$1,173,577 $1,146,622 $1,067,223 $1,066,139 
_______________
(1)The carrying amount of debt is net of unamortized debt issuance costs.

The fair value of our debt is a Level 2 measurement under the fair value hierarchy (see Note 2). We estimate the fair value of our debt by discounting the future cash flows of each instrument at estimated market rates.

The Company's interest rate derivatives, which are not designated or accounted for as cash flow hedges, consisted of the following as of March 31, 2022 and December 31, 2021, in thousands:
Fair Value of Assets (Liabilities)
Hedged DebtTypeRate FixedIndexEffective DateMaturity DateNotional AmountMarch 31,
2022
December 31, 2021
$50 million term loan
Swap2.41 %1-Month LIBORJanuary 7, 2019October 18, 2023$50,000 $(232)$(1,565)
$350 million term loan
Swap1.70 %1-Month LIBORJuly 25, 2019July 25, 2024$175,000 2,807 (3,362)
$2,575 $(4,927)

The fair values of the interest rate swap agreements are included in accounts payable and accrued expenses on the accompanying consolidated balance sheets as of March 31, 2022 and December 31, 2021. The fair value of our interest rate swaps is a Level 2 measurement under the fair value hierarchy. We estimate the fair value of the interest rate swap based on the interest rate yield curve and implied market volatility as inputs and adjusted for the counterparty's credit risk. We concluded
-18-


Table of Contents

the inputs for the credit risk valuation adjustment are Level 3 inputs, however these inputs are not significant to the fair value measurement in its entirety.

The carrying amount of our other financial instruments approximate fair value due to the short-term nature of these financial instruments.

11. Commitments and Contingencies

Litigation

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

12. Subsequent Events

On April 1, 2022, we acquired the 96-room Kimpton Fort Lauderdale Beach Resort located in Fort Lauderdale, Florida for $35.3 million, excluding prorations and transaction costs.

On April 7, 2022, we closed on the purchase of two third-party owned units at Tranquility Bay Beachfront Resort for $2.5 million. In connection with entering into purchase agreements to acquire the units, we recorded an impairment loss in the first quarter of 2022. See Note 9 for additional information about the impairment.
-19-


Table of Contents

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

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. These forward-looking statements are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions, whether in the negative or affirmative. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risks discussed herein and the risk factors discussed from time to time in our periodic filings with the Securities and Exchange Commission, including in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021 as updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Accordingly, there is no assurance that the Company’s expectations will be realized. Except as otherwise required by the federal securities laws, the Company disclaims any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this report to reflect events, circumstances or changes in expectations after the date of this report.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

negative developments in the economy, including, but not limited to, job loss or growth trends, an increase in unemployment or a decrease in corporate earnings and investment;
increased competition in the lodging industry and from alternative lodging channels or third party internet intermediaries in the markets in which we own properties;
failure to effectively execute our long-term business strategy and successfully identify and complete acquisitions and dispositions;
risks and uncertainties affecting hotel management, operations and renovations (including, without limitation, construction delays, increased construction costs, disruption in hotel operations and the risks associated with our management and franchise agreements);
risks associated with the availability and terms of financing and the use of debt to fund acquisitions and renovations or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing;
risks associated with our level of indebtedness and our ability to satisfy our obligations under our debt agreements;
risks associated with the lodging industry overall, including, without limitation, decreases in the frequency of travel and increases in operating costs;
risks and uncertainties associated with our obligations under our management agreements;
risks associated with natural disasters and other unforeseen catastrophic events, including the emergence of a pandemic or other widespread health emergency;
the adverse impact of COVID-19 on the U.S., regional and global economies, travel, the hospitality industry, and on our financial condition and results of operations and our hotels;
costs of compliance with government regulations, including, without limitation, the Americans with Disabilities Act;
potential liability for uninsured losses and environmental contamination;
risks associated with security breaches through cyber-attacks or otherwise, as well as other significant disruptions of our and our hotel managers’ information technologies and systems, which support our operations and those of our hotel managers;
risks associated with our potential failure to maintain our qualification as a REIT (as defined below) under the Internal Revenue Code of 1986, as amended (the “Code”);
possible adverse changes in tax and environmental laws; and
risks associated with our dependence on key personnel whose continued service is not guaranteed.

Overview

DiamondRock Hospitality Company is a lodging-focused Maryland corporation operating as a real estate investment trust (“REIT”). As of March 31, 2022, we owned a portfolio of 33 premium hotels and resorts that contain 9,454 guest rooms located in 23 different markets in North America.

As an owner, rather than an operator, of lodging properties, we receive all of the operating profits or losses generated by our hotels after the payment of fees due to hotel managers and hotel brands, which are calculated based on the revenues and profitability of each hotel.
-20-


Table of Contents


Our strategy is to apply aggressive asset management, prudent financial strategy, and disciplined capital allocation to high quality lodging properties in North American urban and resort markets with superior growth prospects and high barriers-to-entry. Our goal is to deliver long-term stockholder returns that exceed those generated by our peers through a combination of dividends and enduring capital appreciation.

Our primary business is to acquire, own, asset manage and renovate premium hotel properties in the United States. Our portfolio is concentrated in major urban market cities and destination resort locations. Each of our hotels is managed by a third party—either an independent operator or a brand operator, such as Marriott International, Inc.

We critically evaluate each of our hotels to ensure that we own a portfolio of hotels that conforms to our vision, supports our mission and corresponds with our strategy. On a regular basis, we analyze our portfolio to identify opportunities to invest capital in certain projects or market non-core assets for sale in order to increase our portfolio quality. We are committed to a conservative capital structure with prudent leverage. We regularly assess the availability and affordability of capital in order to maximize stockholder value and minimize enterprise risk. In addition, we are committed to following sound corporate governance practices and to being open and transparent in our communications with our stockholders.

Key Indicators of Financial Condition and Operating Performance

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. 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:

Occupancy percentage;

Average Daily Rate (or ADR);

Revenue per Available Room (or RevPAR);

Earnings Before Interest, Income Taxes, Depreciation and Amortization (or EBITDA), Earnings Before Interest, Income Taxes, Depreciation and Amortization for real estate (or EBITDAre), and Adjusted EBITDA; and

Funds From Operations (or FFO) and Adjusted FFO.

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 three months ended March 31, 2022 and is dictated by demand, as measured by occupancy percentage, pricing, as measured by ADR, and our available supply of hotel rooms.

Our ADR, occupancy percentage and RevPAR performance may be impacted by macroeconomic factors such as U.S. economic conditions generally, regional and local employment growth, personal income and corporate earnings, office vacancy rates and business relocation decisions, airport and other business and leisure travel, increased use of lodging alternatives, new hotel construction and the pricing strategies of our competitors. In addition, our ADR, occupancy percentage and RevPAR performance is dependent on the continued success of our hotels' global brands.

We also use EBITDA, EBITDAre, Adjusted EBITDA, FFO and Adjusted FFO as measures of the financial performance of our business. See “Non-GAAP Financial Measures.”

COVID-19 Pandemic

The novel coronavirus (COVID-19) has had and continues to have a significant effect on our industry in general and our business in particular. The demand for lodging materially decreased beginning in March 2020 and remains at historically low
-21-


Table of Contents

levels. Three of our hotels suspended operations for a period of time during the three months ended March 31, 2021. All of our hotels were open during the three months ended March 31, 2022. The comparability of our results of operations for the three months ended March 31, 2022 to the three months ended March 31, 2021 has been impacted by the effects of the pandemic.

COVID-19 case counts increased early in the first quarter of 2022 following the emergence of the Omicron variant, but quickly decreased during the latter half of the quarter. Demand at our leisure-focused hotels improved in 2021 and 2022 to date. Demand at our other hotels remains at historically low levels. The COVID-19 pandemic has had a significant negative impact on our operations and financial results and is expected to continue to have a negative impact on our results of operations, financial position and cash flows for the remainder of 2022. Our portfolio's operating results have improved during the three months ended March 31, 2022 relative to the three months ended March 31, 2021.

As the recovery continues, we expect that the pace will vary from market to market and may be uneven in nature. Although there are signs of a a robust recovery in business travel in 2022 to date relative to 2021, there remains significant uncertainty regarding the future pace of recovery and whether and when business travel and larger group meetings will return to pre-pandemic levels. The emergence of new variant strains of COVID-19 has the potential to slow or reverse positive trends expected in 2022 and beyond.

Our Hotels

The following tables set forth certain operating information for the three months ended March 31, 2022 for each of our hotels owned during the period.
-22-


Table of Contents

PropertyLocationNumber of
Rooms
Occupancy (%)ADR ($)RevPAR ($)
% Change
from 2021 RevPAR(1)
Chicago Marriott Downtown Magnificent Mile (2)
Chicago, Illinois1,200 27.4 %$168.57 $46.13 N/A
Westin Boston Seaport District
Boston, Massachusetts793 53.7 %194.05 104.27 482.3 %
Salt Lake City Marriott Downtown at City CreekSalt Lake City, Utah510 49.0 %176.07 86.21 161.2 %
Worthington Renaissance Fort Worth HotelFort Worth, Texas504 64.3 %194.19 124.90 162.7 %
Westin San Diego BayviewSan Diego, California436 53.0 %175.00 92.81 198.8 %
Westin Fort Lauderdale Beach ResortFort Lauderdale, Florida433 87.7 %336.96 295.38 106.9 %
Westin Washington, D.C. City CenterWashington, D.C.410 35.2 %175.98 62.02 368.8 %
Hilton Boston Downtown/Faneuil Hall
Boston, Massachusetts403 63.0 %174.41 109.95 386.4 %
The Hythe VailVail, Colorado344 67.0 %663.43 444.73 61.9 %
Courtyard New York Manhattan/Midtown East