SUNSTONE HOTEL INVESTORS, INC., 10-Q filed on 5/6/2025
Quarterly Report
v3.25.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2025
Apr. 30, 2025
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2025  
Document Transition Report false  
Securities Act File Number 001-32319  
Entity Registrant Name Sunstone Hotel Investors, Inc.  
Entity Incorporation, State or Country Code MD  
Entity Tax Identification Number 20-1296886  
Entity Address, Address Line One 15 Enterprise, Suite 200  
Entity Address, City or Town Aliso Viejo  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92656  
City Area Code 949  
Local Phone Number 330-4000  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   198,858,961
Entity Central Index Key 0001295810  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Common Stock [Member]    
Document Information [Line Items]    
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol SHO  
Security Exchange Name NYSE  
Series H Preferred Stock [Member]    
Document Information [Line Items]    
Title of 12(b) Security Series H Cumulative Redeemable Preferred Stock, $0.01 par value  
Trading Symbol SHO.PRH  
Security Exchange Name NYSE  
Series I Cumulative Redeemable Preferred Stock    
Document Information [Line Items]    
Title of 12(b) Security Series I Cumulative Redeemable Preferred Stock, $0.01 par value  
Trading Symbol SHO.PRI  
Security Exchange Name NYSE  
v3.25.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
ASSETS    
Investment in hotel properties, net $ 2,855,188 $ 2,856,032
Operating lease right-of-use assets, net 7,782 8,464
Cash and Cash Equivalents, at Carrying Value 72,334 107,199
Restricted Cash 76,460 73,078
Accounts receivable, net 50,371 34,109
Prepaid expenses and other assets, net 34,547 27,757
Total assets 3,096,682 3,106,639
Liabilities [Abstract]    
Debt, net of unamortized deferred financing costs 841,559 841,047
Operating Lease, Liability 11,196 12,019
Accounts Payable and Other Accrued Liabilities 58,264 52,722
Dividends Payable 22,742 24,137
Other Liabilities 85,413 72,694
Total liabilities 1,019,174 1,002,619
Commitments and contingencies (Note 13)
Stockholders' equity:    
Common stock, $0.01 par value, 500,000,000 shares authorized, 200,369,510 shares issued and outstanding at March 31, 2025 and 200,824,993 shares issued and outstanding at December 31, 2024 2,004 2,008
Additional paid in capital 2,385,648 2,395,702
Distributions in excess of retained earnings (591,394) (574,940)
Total stockholders' equity 2,077,508 2,104,020
Total equity 2,077,508 2,104,020
Total liabilities and stockholders' equity 3,096,682 3,106,639
Series G Preferred Stock [Member]    
Stockholders' equity:    
Cumulative Redeemable Preferred Stock 66,250 66,250
Series H Preferred Stock [Member]    
Stockholders' equity:    
Cumulative Redeemable Preferred Stock 115,000 115,000
Series I Cumulative Redeemable Preferred Stock    
Stockholders' equity:    
Cumulative Redeemable Preferred Stock $ 100,000 $ 100,000
v3.25.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2025
Dec. 31, 2024
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 200,369,510 200,824,993
Common stock, shares outstanding (in shares) 200,369,510 200,824,993
Series G Preferred Stock [Member]    
Preferred stock, Cumulative Redeemable Preferred Stock, shares issued (in shares) 2,650,000 2,650,000
Preferred stock, Cumulative Redeemable Preferred Stock, shares outstanding (in shares) 2,650,000 2,650,000
Preferred stock, Cumulative Redeemable Preferred Stock, liquidation preference (in dollars per share) $ 25 $ 25
Series H Preferred Stock [Member]    
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent) 6.125% 6.125%
Preferred stock, Cumulative Redeemable Preferred Stock, shares issued (in shares) 4,600,000 4,600,000
Preferred stock, Cumulative Redeemable Preferred Stock, shares outstanding (in shares) 4,600,000 4,600,000
Preferred stock, Cumulative Redeemable Preferred Stock, liquidation preference (in dollars per share) $ 25 $ 25
Series I Cumulative Redeemable Preferred Stock    
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent) 5.70% 5.70%
Preferred stock, Cumulative Redeemable Preferred Stock, shares issued (in shares) 4,000,000 4,000,000
Preferred stock, Cumulative Redeemable Preferred Stock, shares outstanding (in shares) 4,000,000 4,000,000
Preferred stock, Cumulative Redeemable Preferred Stock, liquidation preference (in dollars per share) $ 25 $ 25
v3.25.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
REVENUES    
Revenue from Contract with Customer, Excluding Assessed Tax $ 234,065 $ 217,166
OPERATING EXPENSES    
Advertising and promotion 13,116 12,132
Repairs and maintenance 9,685 8,710
Utilities 6,741 5,944
Costs of Franchised Outlets 4,459 4,205
Property tax, ground lease and insurance 18,897 18,925
Other property-level expenses 29,725 27,623
Corporate overhead 8,905 7,518
Depreciation and amortization 32,275 29,040
Total operating expenses 217,594 199,907
Interest and other income (loss) 1,564 5,453
Interest expense (12,682) (11,010)
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal   457
Gain (loss) on extinguishment of debt, net   21
Income before income taxes 5,353 12,180
Current income tax (provision) benefit, net (98) 855
Net Income 5,255 13,035
Preferred stock dividends (3,931) (3,683)
Income Attributable to Common Stockholders $ 1,324 $ 9,352
Basic and diluted per share amounts:    
Basic income attributable to common stockholders per common share (in dollars per share) $ 0.01 $ 0.05
Diluted income attributable to common stockholders per common share (in dollars per share) $ 0.01 $ 0.05
Basic weighted average common shares outstanding (in shares) 200,410 202,631
Diluted weighted average common shares outstanding (in shares) 201,444 202,958
Occupancy [Member]    
REVENUES    
Revenue from Contract with Customer, Excluding Assessed Tax $ 144,921 $ 135,815
OPERATING EXPENSES    
Cost of Goods and Services Sold 39,110 35,551
Food and Beverage [Member]    
REVENUES    
Revenue from Contract with Customer, Excluding Assessed Tax 67,128 61,339
OPERATING EXPENSES    
Cost of Goods and Services Sold 48,821 44,315
Hotel, Other [Member]    
REVENUES    
Revenue from Contract with Customer, Excluding Assessed Tax 22,016 20,012
OPERATING EXPENSES    
Cost of Goods and Services Sold $ 5,860 $ 5,944
v3.25.1
CONSOLIDATED STATEMENTS OF EQUITY - USD ($)
$ in Thousands
Series G Preferred Stock [Member]
Accumulated Distributions in Excess of Net Income [Member]
Series G Preferred Stock [Member]
Series H Preferred Stock [Member]
Accumulated Distributions in Excess of Net Income [Member]
Series H Preferred Stock [Member]
Series I Cumulative Redeemable Preferred Stock
Accumulated Distributions in Excess of Net Income [Member]
Series I Cumulative Redeemable Preferred Stock
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Distributions in Excess of Net Income [Member]
Total
Beginning Balance at Dec. 31, 2023             $ 281,250 $ 2,035 $ 2,416,417 $ (533,064) $ 2,166,638
Beginning Balance (in shares) at Dec. 31, 2023             11,250,000 203,479,585      
Increase (Decrease) in Stockholders' Equity                      
Amortization of deferred stock compensation                 2,887   2,887
Restricted Stock, Value, Shares Issued Net of Tax Withholdings               $ 2 (3,219)   (3,217)
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings               194,813      
Common stock distributions declared                   (14,364) (14,364)
Preferred stock dividends declared $ (497) $ (497) $ (1,761) $ (1,761) $ (1,425) $ (1,425)          
Net income                   13,035 13,035
Ending Balance at Mar. 31, 2024             $ 281,250 $ 2,037 2,416,085 (538,076) 2,161,296
Ending Balance (in shares) at Mar. 31, 2024             11,250,000 203,674,398      
Beginning Balance at Dec. 31, 2024             $ 281,250 $ 2,008 2,395,702 (574,940) 2,104,020
Beginning Balance (in shares) at Dec. 31, 2024             11,250,000 200,824,993      
Increase (Decrease) in Stockholders' Equity                      
Amortization of deferred stock compensation                 2,236   2,236
Restricted Stock, Value, Shares Issued Net of Tax Withholdings               $ 4 (4,282)   (4,278)
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings               367,149      
Forfeiture of restricted common stock (in shares)               (861)      
Common stock distributions declared                   (17,778) (17,778)
Preferred stock dividends declared $ (745) $ (745) $ (1,761) $ (1,761) $ (1,425) $ (1,425)          
Repurchases of outstanding common stock               $ (8) (8,008)   (8,016)
Repurchases of outstanding common stock (in shares)               (821,771)      
Net income                   5,255 5,255
Ending Balance at Mar. 31, 2025             $ 281,250 $ 2,004 $ 2,385,648 $ (591,394) $ 2,077,508
Ending Balance (in shares) at Mar. 31, 2025             11,250,000 200,369,510      
v3.25.1
CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Common stock distributions declared per share (in dollars per share) $ 0.09 $ 0.07
Series G Preferred Stock [Member]    
Preferred stock dividends declared per share (in dollars per share) 0.28125 0.1875
Series H Preferred Stock [Member]    
Preferred stock dividends declared per share (in dollars per share) 0.382813 0.382813
Series I Cumulative Redeemable Preferred Stock    
Preferred stock dividends declared per share (in dollars per share) $ 0.35625 $ 0.35625
v3.25.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 5,255 $ 13,035
Adjustments to reconcile net income to net cash provided by operating activities:    
Bad debt expense 76 80
Gain on sale of assets, net   (457)
(Gain) loss on extinguishment of debt, net   (21)
Noncash interest on derivatives, net 982 (2,042)
Depreciation 31,894 28,782
Amortization of franchise fees and other intangibles 381 258
Amortization of Debt Issuance Costs 863 739
Amortization of deferred stock compensation 2,064 2,770
Gain on insurance recoveries (99)  
Changes in operating assets and liabilities:    
Accounts receivable (16,312) (5,568)
Prepaid expenses and other assets (7,633) (6,400)
Increase (Decrease) in Accounts Payable and Other Operating Liabilities 14,701 7,319
Operating lease right-of-use assets and obligations (141) (11)
Net cash provided by operating activities 32,031 38,484
CASH FLOWS FROM INVESTING ACTIVITIES    
Proceeds from Insurance Settlement, Investing Activities 73  
Renovations and additions to hotel properties and other assets (28,189) (27,664)
Net cash used in investing activities (28,116) (27,664)
CASH FLOWS FROM FINANCING ACTIVITIES    
Repurchases of outstanding common stock (8,016)  
Repurchases of common stock for employee tax obligations (4,278) (3,217)
Payments on notes payable   (537)
Dividends and distributions paid (23,104) (29,769)
Net cash used in financing activities (35,398) (33,523)
Net decrease in cash and cash equivalents and restricted cash (31,483) (22,703)
Cash and cash equivalents and restricted cash, beginning of period 180,277 493,698
Cash and cash equivalents and restricted cash, end of period 148,794 470,995
Supplemental Disclosure of Cash Flow Information    
Cash and Cash Equivalents, at Carrying Value 72,334 400,678
Restricted cash 76,460 70,317
Total cash and cash equivalents and restricted cash shown on the consolidated statements of cash flows 148,794 470,995
Cash paid for interest, net of capitalized interest 13,004 15,306
Cash paid for income taxes, net (145) 3,137
Operating Lease, Payments 1,505 1,360
Changes in operating lease right-of-use assets 1,203 1,136
Changes in operating lease obligations (1,344) (1,147)
Changes in operating lease right-of-use assets and lease obligations, net (141) (11)
Supplemental Disclosure of Noncash Investing and Financing Activities    
Capital Expenditures Incurred but Not yet Paid 19,642 14,512
Operating lease right-of-use asset obtained in exchange for operating lease obligation 521  
Amortization of deferred stock compensation - construction activities 172 117
Dividends and distributions payable $ 22,742 $ 18,243
v3.25.1
Organization and Description of Business
3 Months Ended
Mar. 31, 2025
Organization and Description of Business  
Organization and Description of Business

1. Organization and Description of Business

Sunstone Hotel Investors, Inc. (the “Company”) was incorporated in Maryland on June 28, 2004 in anticipation of an initial public offering of common stock, which was consummated on October 26, 2004. The Company elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes, commencing with its taxable year ended on December 31, 2004. The Company, through its 100% controlling interest in Sunstone Hotel Partnership, LLC (the “Operating Partnership”), of which the Company is the sole managing member, and the subsidiaries of the Operating Partnership, including Sunstone Hotel TRS Lessee, Inc. (the “TRS Lessee”) and its subsidiaries, invests in hotels where it can add value through capital investment, hotel repositioning, and asset management. In addition, the Company seeks to capitalize on its portfolio’s embedded value and balance sheet strength to actively recycle past investments into new growth and value creation opportunities in order to deliver strong stockholder returns and superior per share net asset value growth.

As a REIT, certain tax laws limit the amount of “non-qualifying” income the Company can earn, including income derived directly from the operation of hotels. The Company leases all of its hotels to its TRS Lessee, which in turn enters into long-term management agreements with third parties to manage the operations of the Company’s hotels, in transactions that are intended to generate qualifying income.

As of March 31, 2025, the Company owned 15 hotels.

v3.25.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2025
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

The accompanying consolidated financial statements as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 2025 and 2024, include the accounts of the Company, the Operating Partnership, the TRS Lessee and their controlled subsidiaries. All significant intercompany balances and transactions have been eliminated. If the Company determines that it has an interest in a variable interest entity, the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity.

The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the Company’s opinion, the interim financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which are necessary to fairly present the interim financial statements. These financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The Company does not have any comprehensive income other than what is included in net income. If the Company has any comprehensive income in the future such that a statement of comprehensive income would be necessary, the Company will include such statement in one continuous consolidated statement of operations.

The Company has evaluated subsequent events through the date of issuance of these financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with 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 materially from those estimates.

Summary of Significant Accounting Policies

The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025, contains a discussion of significant accounting policies. There have been no changes to our significant accounting policies since December 31, 2024.

New Accounting Standards and Accounting Changes

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) in each income statement line item that contains those expenses. All entities are required to apply the guidance prospectively and may apply it retrospectively. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating ASU 2024-03’s additional disclosure requirements.

v3.25.1
Investment in Hotel Properties
3 Months Ended
Mar. 31, 2025
Investment in Hotel Properties  
Investment in Hotel Properties

3. Investment in Hotel Properties

Investment in hotel properties, net consisted of the following (in thousands):

March 31,

December 31,

    

2025

    

2024

(unaudited)

Land

$

645,884

$

645,884

Buildings and improvements

2,849,713

2,824,364

Furniture, fixtures and equipment

462,531

445,696

Intangible assets

44,063

44,063

Construction in progress

136,355

147,250

Investment in hotel properties, gross

4,138,546

4,107,257

Accumulated depreciation and amortization

(1,283,358)

(1,251,225)

Investment in hotel properties, net

$

2,855,188

$

2,856,032

v3.25.1
Fair Value Measurements and Interest Rate Derivatives
3 Months Ended
Mar. 31, 2025
Fair Value Measurements and Interest Rate Derivatives  
Fair Value Measurements and Interest Rate Derivatives

4. Fair Value Measurements and Interest Rate Derivatives

Fair Value Measurements

As of March 31, 2025 and December 31, 2024, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable and accounts payable and accrued expenses were representative of their fair values due to the short-term maturity of these instruments.

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value is as follows:

Level 1

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2

Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3

Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

As of both March 31, 2025 and December 31, 2024, the Company measured its interest rate derivatives at fair value on a recurring basis. The Company estimated the fair value of its interest rate derivatives using Level 2 measurements based on quotes obtained from the counterparties, which are based upon the consideration that would be required to terminate the agreements.

Fair Value of Debt

As of March 31, 2025 and December 31, 2024, 52.7% and 40.8%, respectively, of the Company’s outstanding debt had fixed interest rates, including the effects of interest rate swap derivatives. The Company uses Level 3 measurements to estimate the fair value of its debt by discounting the future cash flows of each instrument at estimated market rates.

The Company’s principal balances and fair market values of its consolidated debt as of March 31, 2025 (unaudited) and December 31, 2024 were as follows (in thousands):

March 31, 2025

December 31, 2024

Carrying Amount (1)

Fair Value (2)

Carrying Amount (1)

Fair Value (2)

Debt

$

845,000

$

839,666

$

845,000

$

841,027

(1)The principal balance of debt is presented before any unamortized deferred financing costs.
(2)Due to changes in market conditions and the economic environment, actual interest rates could vary materially from those estimated, which would result in variances in the Company’s calculations of the fair market value of its debt.

Interest Rate Derivatives

The Company’s interest rate derivatives, which are not designated as effective cash flow hedges, consisted of the following at March 31, 2025 (unaudited) and December 31, 2024 (in thousands):

Estimated Fair Value of Assets (Liabilities) (1)

Effective

Maturity

Notional

March 31,

December 31,

Hedged Debt

Type

Fixed Rate

Index

Date

Date

Amount

2025

2024

Term Loan 1

Swap

3.675

%

CME Term SOFR

March 17, 2023

March 17, 2026

$

75,000

$

193

$

370

Term Loan 1

Swap

3.931

%

CME Term SOFR

September 14, 2023

September 14, 2026

$

100,000

(206)

186

Term Loan 4

Swap

4.020

%

CME Term SOFR

January 31, 2025

November 7, 2026

$

100,000

(413)

$

(426)

$

556

(1)The fair values of the swap derivative assets were included in prepaid expenses and other assets, net on the accompanying consolidated balance sheets as of March 31, 2025 and December 31, 2024. The fair values of the swap derivative liabilities were included in other liabilities on the accompanying consolidated balance sheet as of March 31, 2025.

Noncash changes in the fair values of the Company’s interest rate derivatives resulted in an increase (decrease) to interest expense for the three months ended March 31, 2025 and 2024 as follows (unaudited and in thousands):

Three Months Ended March 31,

2025

2024

Noncash interest on derivatives, net

$

982

$

(2,042)

v3.25.1
Prepaid Expenses and Other Assets
3 Months Ended
Mar. 31, 2025
Prepaid Expenses and Other Assets.  
Prepaid Expenses and Other Assets

5. Prepaid Expenses and Other Assets

Prepaid expenses and other assets, net consisted of the following (in thousands):

March 31,

December 31,

    

2025

    

2024

(unaudited)

Prepaid expenses

$

17,807

$

10,488

Inventory

10,820

10,497

Deferred financing costs

1,872

2,223

Property and equipment, net

2,078

2,267

Interest rate derivatives

193

556

Deferred rent on straight-lined third-party tenant leases

413

369

Liquor licenses

930

930

Other

434

427

Total prepaid expenses and other assets, net

$

34,547

$

27,757

v3.25.1
Debt
3 Months Ended
Mar. 31, 2025
Debt Disclosures  
Debt Disclosure [Text Block]

6. Debt

Debt consisted of the following (in thousands):

Balance Outstanding as of

March 31, 2025

March 31,

December 31,

Rate Type

Interest Rate

Maturity Date

2025

2024

(unaudited)

Unsecured Corporate Credit Facilities (1)

Term Loan 1

Fixed

(2)

5.32

%

July 25, 2027

$

175,000

$

175,000

Term Loan 2

Variable

5.82

%

January 25, 2028

175,000

175,000

Term Loan 3

Variable

(3)

5.77

%

May 1, 2025

225,000

225,000

Term Loan 4

Fixed

(4)

5.52

%

November 7, 2025

100,000

100,000

Total unsecured corporate credit facilities

$

675,000

$

675,000

Unsecured Senior Notes

Series A

Fixed

4.69

%

January 10, 2026

$

65,000

$

65,000

Series B

Fixed

4.79

%

January 10, 2028

105,000

105,000

Total unsecured senior notes

$

170,000

$

170,000

Total debt

845,000

845,000

Unamortized deferred financing costs

(3,441)

(3,953)

Debt, net of unamortized deferred financing costs

$

841,559

$

841,047

(1)The variable interest rates on the Company’s unsecured corporate credit facilities are based on a pricing grid depending on the Company’s leverage ratio, plus SOFR and additional adjustments pursuant to the applicable credit agreement.
(2)Term Loan 1 is subject to two interest rate swap derivatives (see Note 4).
(3)Term Loan 3 has an initial maturity of May 1, 2025 with an option to extend the term by 12 months at the Company’s election, which would result in an extended maturity of May 1, 2026, upon the payment of applicable fees and the satisfaction of certain customary conditions (see Note 14).
(4)Term Loan 4 is subject to an interest rate swap derivative (see Note 4). Term Loan 4 has an initial maturity of November 7, 2025 with two six-month extensions at the Company’s election, which would result in an extended maturity of November 7, 2026, upon the payment of applicable fees and the satisfaction of certain customary conditions.

As of March 31, 2025, the Company had no amount outstanding on its credit facility, with $500.0 million of capacity available for borrowing under the facility (see Note 14). The Company’s ability to draw on the credit facility is subject to the Company’s compliance with various covenants.

Interest Expense

Total interest incurred and expensed on the Company’s debt was as follows (unaudited and in thousands):

Three Months Ended March 31,

    

2025

    

2024

Interest expense on debt

$

11,865

$

12,313

Noncash interest on derivatives, net

982

(2,042)

Amortization of deferred financing costs

863

739

Capitalized interest

(1,028)

Total interest expense

$

12,682

$

11,010

v3.25.1
Other Liabilities
3 Months Ended
Mar. 31, 2025
Other Liabilities.  
Other Liabilities

7. Other Liabilities

Other liabilities consisted of the following (in thousands):

March 31,

December 31,

    

2025

    

2024

(unaudited)

Advance deposits

$

60,980

$

48,635

Property, sales and use taxes payable

10,902

10,088

Accrued interest

2,937

5,105

Deferred rent

1,099

1,433

Interest rate derivative

619

Management fees payable

899

1,168

Other

7,977

6,265

Total other liabilities

$

85,413

$

72,694

During the three months ended March 31, 2025 and 2024, the Company recognized approximately $23.8 million and $20.2 million, respectively, in revenue related to its outstanding contract liabilities.

v3.25.1
Leases
3 Months Ended
Mar. 31, 2025
Leases [Abstract]  
Leases

8. Leases

As of both March 31, 2025 and December 31, 2024, the Company had operating leases for ground, office, equipment, and airspace leases with maturity dates ranging from 2025 through 2097, excluding renewal options. Including renewal options available to the Company, the lease maturity date extends to 2147.

Operating leases were included on the Company’s consolidated balance sheets as follows (in thousands):

March 31,

December 31,

2025

2024

(unaudited)

Right-of-use assets, net

$

7,782

$

8,464

Lease obligations

$

11,196

$

12,019

Weighted average remaining lease term

19 years

Weighted average discount rate

5.6

%

The components of lease expense were as follows (unaudited and in thousands):

Three Months Ended March 31,

2025

2024

Operating lease cost

$

1,367

$

1,352

Variable lease cost (1)

1,986

2,135

Sublease income (2)

(297)

(297)

Total lease cost

$

3,056

$

3,190

(1)Several of the Company’s hotels pay percentage rent, which is calculated on operating revenues above certain thresholds.
(2)Sublease income is included in corporate overhead in the accompanying consolidated statements of operations for the three months ended March 31, 2025 and 2024.
v3.25.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2025
Stockholders' Equity  
Stockholders' Equity

9. Stockholders’ Equity

Series G Cumulative Redeemable Preferred Stock

The Series G preferred stock, which is callable at its $25.00 redemption price plus accrued and unpaid dividends by the Company at any time, initially accrued dividends at a rate equal to the Montage Healdsburg’s annual net operating income yield on the Company’s total investment in the resort. In January 2024, the annual dividend rate increased to the greater of 3.0% or the rate equal to the Montage Healdsburg’s annual net operating income yield on the Company’s total investment in the resort. Beginning with the third quarter of 2024, the annual dividend rate increased to the greater of 4.5% or the rate equal to the Montage Healdsburg’s annual net operating income yield on the Company’s total investment in the resort. Beginning in the third quarter of 2025, the annual dividend rate will increase to the greater of 6.5% or the rate equal to the Montage Healdsburg’s annual net operating income yield on the Company’s total investment in the resort. The Series G preferred stock is not convertible into any other security.

Series H Cumulative Redeemable Preferred Stock

On or after May 24, 2026, the Series H 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. Upon the occurrence of a change of control, as defined by the Articles Supplementary for Series H preferred stock, the Company may at its option redeem the Series H preferred stock for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. If the Company chooses not to redeem the Series H preferred stock upon the occurrence of a change of control, holders of the Series H preferred stock may convert their preferred shares into shares of the Company’s common stock.

Series I Cumulative Redeemable Preferred Stock

On or after July 16, 2026, the Series I 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. Upon the occurrence of a change of control, as defined by the Articles Supplementary for Series I preferred stock, the Company may at its option redeem the Series I preferred stock for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. If the Company chooses not to redeem the Series I preferred stock upon the occurrence of a change of control, holders of the Series I preferred stock may convert their preferred shares into shares of the Company’s common stock.

Common Stock

Stock Repurchase Program. In February 2023, the Company’s board of directors reauthorized and restored the Company’s existing stock repurchase program, allowing the Company to acquire up to an aggregate of $500.0 million of its common and preferred stock. The stock repurchase program has no stated expiration date.

Details of the Company’s repurchases were as follows (dollars in thousands):

Three Months Ended March 31,

2025

2024

Number of common shares repurchased

821,771

Cost, including fees and commissions

$

8,016

$

Number of preferred shares repurchased

As of March 31, 2025, $419.5 million remains available for repurchase under the stock repurchase program. Future repurchases will depend on various factors, including the Company’s capital needs and restrictions under its various financing agreements, as well as the price of the Company’s common and preferred stock (see Note 14).

ATM Agreements. In March 2023, the Company entered into separate “At the Market” Agreements (the “ATM Agreements”) with several financial institutions. In accordance with the terms of the ATM Agreements, the Company may from time to time offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million. No common stock was issued under the ATM Agreements during the three months ended March 31, 2025 or 2024, leaving $300.0 million available for sale.

v3.25.1
Incentive Award Plan
3 Months Ended
Mar. 31, 2025
Incentive Award Plan  
Incentive Award Plan

10. Incentive Award Plan

The Company’s Incentive Award Plan (the “Plan”) provides for granting discretionary awards to employees, consultants, and non-employee directors. The awards may be made in the form of options, restricted stock awards, dividend equivalents, stock payments, restricted stock units, other incentive awards, LTIP units, or share appreciation rights.

Should a stock grant be forfeited prior to its vesting, the shares covered by the stock grant are added back to the Plan and remain available for future issuance. Shares of common stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligations upon the vesting of a stock grant are not added back to the Plan.

Restricted shares and units are measured at fair value on the date of grant and amortized as compensation expense over the relevant requisite service period or derived service period. The Company has elected to account for forfeitures as they occur.

As of both March 31, 2025 and 2024, the Company’s issued and outstanding awards consisted of both time-based and performance-based restricted stock grants. The Company’s amortization expense, including forfeitures related to restricted shares was as follows (unaudited and in thousands):

Three Months Ended March 31,

    

2025

    

2024

Amortization expense, including forfeitures

$

2,064

$

2,770

Capitalized compensation cost (1)

$

172

$

117

(1)The Company capitalizes compensation costs related to restricted shares granted to certain employees whose work is directly related to the Company’s capital investment in its hotels.

Restricted Stock Awards

The Company’s restricted stock awards are time-based restricted shares that generally vest over periods ranging from three years to five years from the date of grant. The following is a summary of non-vested restricted stock award activity:

    

    

Weighted-Average

Grant Date

Number of Shares

Fair Value

Unvested at January 1, 2025

 

688,288

$

10.70

Granted

 

309,565

$

11.27

Vested

 

(311,927)

$

10.95

Forfeited

(861)

$

11.27

Unvested at March 31, 2025

 

685,065

$

10.84

Restricted Stock Units

The Company’s restricted stock units are performance-based restricted shares that generally vest based on the Company’s total relative shareholder return (“RSR”) or the achievement of pre-determined stock price targets during performance periods ranging from three years to five years. The following is a summary of non-vested restricted stock unit activity at target performance:

    

    

Weighted-Average

Target Number

Grant Date

of Shares

Fair Value

Unvested at January 1, 2025

 

1,382,074

$

10.90

Granted

429,587

$

11.48

Vested (1)

 

(257,911)

$

12.44

Forfeited

(118,018)

$

11.29

Unvested at March 31, 2025

 

1,435,732

$

10.77

(1)Includes vested shares at target performance. In January 2025, the 2022 RSR Three-Year Performance Period restricted stock units vested between the target and maximum levels at 169.2% of target, resulting in the additional vesting of 176,286 shares of the Company’s common stock with a grant date fair value of $12.46.

The restricted stock units granted during the first three months of 2025 vest based on the Company’s total relative shareholder return following a three-year performance period. The number of shares that may become vested ranges from zero to 200% of the amount granted. The grant date fair values of the restricted stock units were determined using a Monte Carlo simulation model with the following assumptions:

Expected volatility

30.0

%

Dividend yield (1)

Risk-free rate

4.47

%

Expected term

3 years

(1)Dividend equivalents are assumed to be reinvested in shares of the Company’s common stock and dividend equivalents will only be paid to the extent the award vests.

v3.25.1
Earnings Per Share
3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
Earnings Per Share [Text Block]

11. Earnings Per Share

The Company applies the two-class method when computing its earnings per share. Net income per share for each class of stock is calculated assuming all of the Company’s net income is distributed as dividends to each class of stock based on their contractual rights.

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid), which include the Company’s time-based restricted stock awards, are considered participating securities and are included in the computation of earnings per share.

Basic earnings attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, including shares of the Company’s performance-based restricted stock units for which all necessary conditions have been satisfied except for the passage of time. Diluted earnings attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not anti-dilutive. Potential common shares consist of time-based unvested restricted stock awards and performance-based restricted stock units, using the more dilutive of either the two-class method or the treasury stock method. The Company’s performance-based restricted stock units are considered for computing diluted net income per common share as of the beginning of the period in which all necessary conditions have been satisfied and the only remaining vesting condition is a service vesting condition.

The following table sets forth the computation of basic and diluted earnings per common share (unaudited and in thousands, except per share data):

Three Months Ended March 31,

    

2025

    

2024

Numerator:

Net income

$

5,255

$

13,035

Preferred stock dividends

(3,931)

(3,683)

Distributions paid to participating securities

(62)

(65)

Numerator for basic and diluted income attributable to common stockholders

$

1,262

$

9,287

Denominator:

Weighted average basic common shares outstanding

200,410

202,631

Unvested restricted stock units

1,034

327

Weighted average diluted common shares outstanding

201,444

202,958

Basic income attributable to common stockholders per common share

$

0.01

$

0.05

Diluted income attributable to common stockholders per common share

$

0.01

$

0.05

In its calculation of diluted earnings per share, the Company excluded 685,065 and 929,928 anti-dilutive unvested time-based restricted stock awards for the three months ended March 31, 2025 and 2024, respectively (see Note 10).

The Company also had 1,435,732 and 1,382,074 unvested performance-based restricted stock units as of March 31, 2025 and 2024, respectively, that are not considered participating securities as the awards contain forfeitable rights to dividends or dividend equivalents. The performance-based restricted stock units were granted based on either target market condition thresholds or pre-determined stock price targets (see Note 10). Based on the Company’s total relative shareholder return and the Company’s common stock performance, the Company excluded 617,591 anti-dilutive performance based restricted stock units from its calculation of diluted earnings per share for the three months ended March 31, 2025. Based on the Company’s common stock performance, the Company excluded 188,004 anti-dilutive performance-based restricted stock units from its calculations of diluted earnings per share for the three months ended March 31, 2024.

v3.25.1
Segment Information
3 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
Segment Information

12. Segment Information

The Company considers each of its hotels to be an operating segment and allocates resources and assesses the operating performance for each hotel individually. The Company has aggregated its hotels into a single reportable segment, Hotel Ownership, based on the following aggregation criteria:

All of the Company’s hotels offer similar products and services to their customers in the form of hotel rooms, food and beverage, and ancillary services;
The Company utilizes third-party hotel management companies to deliver its products and services to its customers across all of its hotels;
The Company’s hotels are designed and operated to appeal to similar individuals, groups, leisure, and business customers that travel to its hotels; and
The Company’s third-party hotel managers utilize the same methods (direct hotel sales and various online booking portals) to distribute the Company’s products and services across all of its hotels.

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM reviews and makes decisions on all facets of the Company’s business using all available financial and non-financial data for each hotel individually. Capital allocation decisions to acquire, sell, enhance, redevelop, or perform renewal and replacement expenditures are determined on a hotel-by-hotel basis. Specifically, the CODM reviews the results of each hotel to assess the hotel’s profitability. The CODM does not use aggregated data by brand, property type, or geography to formulate the Company’s operating and investment strategy, to manage its business, or to make decisions about resource allocation. The key measure the CODM uses to allocate resources and assess performance is individual hotel net income (loss) before interest expense, income taxes, depreciation, and amortization for REITs, adjusted to exclude the following items that are not reflective of its ongoing operating performance or incurred in the normal course of business (“Hotel Adjusted EBITDAre”):

Business interruption insurance proceeds;
Property-level hurricane-related restoration expenses and legal fees;
Pre-opening costs associated with extensive renovation projects;
Property-level legal settlements, restructuring, severance, and management transition costs;
Taxes assessed on commercial rents; and
Other nonrecurring identified adjustments.

The following tables include revenues, significant hotel operating expenses, and Hotel Adjusted EBITDAre for the Company’s hotels, reconciled to the consolidated amounts included in the Company’s consolidated statements of operations, which the CODM uses to manage its business, such as how to allocate capital to its hotels and how to determine the Company’s acquisition and disposition strategies (in thousands):

Three Months Ended March 31,

2025

2024

Revenues

Total revenues

$

234,065

$

217,166

Operating Expenses

Room

38,266

35,551

Food and beverage

47,891

44,315

Other operating

5,771

5,944

Advertising and promotion

12,501

12,132

Repairs and maintenance

9,537

8,710

Utilities

6,741

5,944

Franchise costs

4,459

4,205

Property tax, ground lease and insurance

19,029

19,104

Other property-level expenses (1)

29,098

28,966

173,293

164,871

Hotel Adjusted EBITDAre

$

60,772

$

52,295

Three Months Ended March 31,

2025

2024

Reconciliation of Hotel Adjusted EBITDAre to Net Income

Hotel Adjusted EBITDAre

$

60,772

$

52,295

Non-hotel operating expenses, net (2)

7

(10)

Pre-opening expenses (3)

(3,253)

Property-level COVID-19 relief grant (3)

1,343

Taxes assessed on commercial rents (3)

(163)

(99)

Amortization of right-of use assets and obligations

288

288

Corporate overhead

(8,905)

(7,518)

Depreciation and amortization

(32,275)

(29,040)

Interest and other income

1,564

5,453

Interest expense

(12,682)

(11,010)

Gain on sale of assets, net

457

Gain on extinguishment of debt

21

Income tax (provision) benefit, net

(98)

855

Net income

$

5,255

$

13,035

(1)Other property-level expenses include property-level general and administrative expenses, such as payroll, benefits, and other employee-related expenses, contract and professional fees, credit and collection expenses, employee recruitment, relocation and training expenses, labor dispute expenses, consulting fees, management fees, and other expenses.
(2)Non-hotel operating expenses, net are included in property tax, ground lease and insurance on the Company’s consolidated statements of operations for the three months ended March 31, 2025 and 2024, and include corporate-level current year property taxes and insurance, as well as any prior year property taxes assessed on sold hotels, net of any refunds received.
(3)When assessing a hotel’s operating performance, the CODM excludes certain items that are not indicative of the ongoing operating performance of the Company’s hotels, such as pre-opening expenses associated with extensive renovation projects such as the work being performed at Andaz Miami Beach, property-level grants, and taxes assessed on commercial rents.

The CODM does not receive asset information by segment. Assets reported to the CODM are consistent with those included on the Company’s consolidated balance sheets, with particular emphasis on the Company’s cash and cash equivalents, restricted cash, and debt.

v3.25.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2025
Commitments and Contingencies.  
Commitments and Contingencies

13. Commitments and Contingencies

Management Agreements

Management agreements with the Company’s third-party hotel managers currently require the Company to pay between 2.0% and 3.0% of total revenue of the managed hotels to the third-party managers each month as a basic management fee. In addition to basic management fees, provided that certain operating thresholds are met, the Company may also be required to pay incentive management fees to certain of its third-party managers.

Total basic management and incentive management fees were included in other property-level expenses on the Company’s consolidated statements of operations as follows (unaudited and in thousands):

Three Months Ended March 31,

    

2025

    

2024

Basic management fees

$

6,397

$

5,974

Incentive management fees

1,585

3,029

Total basic and incentive management fees

$

7,982

$

9,003

License and Franchise Agreements

The Company has entered into license and franchise agreements related to certain of its hotels. The license and franchise agreements require the Company to, among other things, pay monthly fees that are calculated based on specified percentages of certain revenues. The license and franchise agreements generally contain specific standards for, and restrictions and limitations on, the operation and maintenance of the hotels which are established by the franchisors to maintain uniformity in the system created by each such franchisor. Such standards generally regulate the appearance of the hotel, quality and type of goods and services offered, signage, and protection of trademarks. Compliance with such standards may from time to time require the Company to make significant expenditures for capital improvements.

Total license and franchise fees were included in franchise costs on the Company’s consolidated statements of operations as follows (unaudited and in thousands):

Three Months Ended March 31,

    

2025

    

2024

Franchise assessments (1)

$

4,061

$

3,882

Franchise royalties

398

323

Total franchise costs

$

4,459

$

4,205

(1)Includes advertising, reservation and frequent guest program assessments.

Renovation and Construction Commitments

At March 31, 2025, the Company had various contracts outstanding with third parties in connection with the ongoing renovations of certain of its hotels. The remaining commitments under these contracts at March 31, 2025 totaled $51.3 million.

Concentration of Risk

The concentration of the Company’s hotels in California, Florida, Hawaii, and Washington, DC exposes the Company’s business to economic and severe weather conditions, competition, and real and personal property tax rates unique to these locales.

As of March 31, 2025, our hotels were geographically concentrated as follows (unaudited):

Trailing 12-Month

Percentage of

Total Consolidated

    

Number of Hotels

    

Total Rooms

    

Revenue

    

Northern California

3

14

%  

21

%  

Southern California

2

22

%  

22

%  

Florida

3

17

%  

12

%  

Hawaii

1

8

%  

15

%  

Washington, DC

1

11

%  

10

%  

Other

The Company has provided customary unsecured indemnities to certain lenders, including in particular, environmental indemnities. The Company has performed due diligence on the potential environmental risks, including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate the Company to reimburse the indemnified parties for damages related to certain environmental matters. There is no term or damage limitation on these indemnities; however, if an environmental matter arises, the Company could have recourse against other previous owners or a claim against its environmental insurance policies.

At March 31, 2025, the Company had $0.2 million of outstanding irrevocable letters of credit to guarantee the Company’s financial obligations related to workers’ compensation insurance programs from prior policy years. The beneficiaries of these letters of credit may draw upon the letters of credit in the event of a contractual default by the Company relating to each respective obligation. No draws have been made through March 31, 2025.

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

v3.25.1
Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events  
Subsequent Events

14. Subsequent Events

On April 1, 2025, the Company exercised its option to extend the maturity of its $225.0 million unsecured Term Loan 3 from May 1, 2025 to May 1, 2026.

On April 10, 2025, the Company drew down $27.0 million on its $500.0 million credit facility, leaving $473.0 million of capacity available for borrowing under the facility. The Company intends to use the proceeds for general corporate purposes and expects to repay all, or substantially all, of the draw in the second quarter of 2025. The Company’s ability to draw on the credit facility is subject to the Company’s compliance with various covenants.

On May 3, 2025, the Company opened Andaz Miami Beach, following a complete transformation of the property.

Subsequent to the end of the first quarter of 2025 and through the date of issuance of these financial statements, the Company repurchased 1,510,549 shares of its common stock for $12.8 million, including fees and commissions, leaving $406.8 million remaining for repurchase under the Company’s stock repurchase program.

v3.25.1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2025
Summary of Significant Accounting Policies  
Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The accompanying consolidated financial statements as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 2025 and 2024, include the accounts of the Company, the Operating Partnership, the TRS Lessee and their controlled subsidiaries. All significant intercompany balances and transactions have been eliminated. If the Company determines that it has an interest in a variable interest entity, the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity.

Basis of Presentation

Basis of Presentation

Principles of Consolidation

The accompanying consolidated financial statements as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 2025 and 2024, include the accounts of the Company, the Operating Partnership, the TRS Lessee and their controlled subsidiaries. All significant intercompany balances and transactions have been eliminated. If the Company determines that it has an interest in a variable interest entity, the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity.

The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the Company’s opinion, the interim financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which are necessary to fairly present the interim financial statements. These financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The Company does not have any comprehensive income other than what is included in net income. If the Company has any comprehensive income in the future such that a statement of comprehensive income would be necessary, the Company will include such statement in one continuous consolidated statement of operations.

The Company has evaluated subsequent events through the date of issuance of these financial statements.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with 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 materially from those estimates.

New Accounting Pronouncements, Policy

New Accounting Standards and Accounting Changes

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) in each income statement line item that contains those expenses. All entities are required to apply the guidance prospectively and may apply it retrospectively. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating ASU 2024-03’s additional disclosure requirements.

v3.25.1
Investment in Hotel Properties (Tables)
3 Months Ended
Mar. 31, 2025
Investment in Hotel Properties  
Schedule of investment in hotel properties

Investment in hotel properties, net consisted of the following (in thousands):

March 31,

December 31,

    

2025

    

2024

(unaudited)

Land

$

645,884

$

645,884

Buildings and improvements

2,849,713

2,824,364

Furniture, fixtures and equipment

462,531

445,696

Intangible assets

44,063

44,063

Construction in progress

136,355

147,250

Investment in hotel properties, gross

4,138,546

4,107,257

Accumulated depreciation and amortization

(1,283,358)

(1,251,225)

Investment in hotel properties, net

$

2,855,188

$

2,856,032

v3.25.1
Fair Value Measurements and Interest Rate Derivatives (Tables)
3 Months Ended
Mar. 31, 2025
Fair Value Measurements and Interest Rate Derivatives  
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

The Company’s principal balances and fair market values of its consolidated debt as of March 31, 2025 (unaudited) and December 31, 2024 were as follows (in thousands):

March 31, 2025

December 31, 2024

Carrying Amount (1)

Fair Value (2)

Carrying Amount (1)

Fair Value (2)

Debt

$

845,000

$

839,666

$

845,000

$

841,027

(1)The principal balance of debt is presented before any unamortized deferred financing costs.
(2)Due to changes in market conditions and the economic environment, actual interest rates could vary materially from those estimated, which would result in variances in the Company’s calculations of the fair market value of its debt.
Schedule of Interest Rate Derivatives [Table Text Block]

The Company’s interest rate derivatives, which are not designated as effective cash flow hedges, consisted of the following at March 31, 2025 (unaudited) and December 31, 2024 (in thousands):

Estimated Fair Value of Assets (Liabilities) (1)

Effective

Maturity

Notional

March 31,

December 31,

Hedged Debt

Type

Fixed Rate

Index

Date

Date

Amount

2025

2024

Term Loan 1

Swap

3.675

%

CME Term SOFR

March 17, 2023

March 17, 2026

$

75,000

$

193

$

370

Term Loan 1

Swap

3.931

%

CME Term SOFR

September 14, 2023

September 14, 2026

$

100,000

(206)

186

Term Loan 4

Swap

4.020

%

CME Term SOFR

January 31, 2025

November 7, 2026

$

100,000

(413)

$

(426)

$

556

(1)The fair values of the swap derivative assets were included in prepaid expenses and other assets, net on the accompanying consolidated balance sheets as of March 31, 2025 and December 31, 2024. The fair values of the swap derivative liabilities were included in other liabilities on the accompanying consolidated balance sheet as of March 31, 2025.
Schedule of changes in fair value of interest rate derivatives

Noncash changes in the fair values of the Company’s interest rate derivatives resulted in an increase (decrease) to interest expense for the three months ended March 31, 2025 and 2024 as follows (unaudited and in thousands):

Three Months Ended March 31,

2025

2024

Noncash interest on derivatives, net

$

982

$

(2,042)

v3.25.1
Prepaid Expenses and Other Assets (Tables)
3 Months Ended
Mar. 31, 2025
Prepaid Expenses and Other Assets.  
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

Prepaid expenses and other assets, net consisted of the following (in thousands):

March 31,

December 31,

    

2025

    

2024

(unaudited)

Prepaid expenses

$

17,807

$

10,488

Inventory

10,820

10,497

Deferred financing costs

1,872

2,223

Property and equipment, net

2,078

2,267

Interest rate derivatives

193

556

Deferred rent on straight-lined third-party tenant leases

413

369

Liquor licenses

930

930

Other

434

427

Total prepaid expenses and other assets, net

$

34,547

$

27,757

v3.25.1
Debt (Tables)
3 Months Ended
Mar. 31, 2025
Debt Disclosures  
Schedule of debt

Debt consisted of the following (in thousands):

Balance Outstanding as of

March 31, 2025

March 31,

December 31,

Rate Type

Interest Rate

Maturity Date

2025

2024

(unaudited)

Unsecured Corporate Credit Facilities (1)

Term Loan 1

Fixed

(2)

5.32

%

July 25, 2027

$

175,000

$

175,000

Term Loan 2

Variable

5.82

%

January 25, 2028

175,000

175,000

Term Loan 3

Variable

(3)

5.77

%

May 1, 2025

225,000

225,000

Term Loan 4

Fixed

(4)

5.52

%

November 7, 2025

100,000

100,000

Total unsecured corporate credit facilities

$

675,000

$

675,000

Unsecured Senior Notes

Series A

Fixed

4.69

%

January 10, 2026

$

65,000

$

65,000

Series B

Fixed

4.79

%

January 10, 2028

105,000

105,000

Total unsecured senior notes

$

170,000

$

170,000

Total debt

845,000

845,000

Unamortized deferred financing costs

(3,441)

(3,953)

Debt, net of unamortized deferred financing costs

$

841,559

$

841,047

(1)The variable interest rates on the Company’s unsecured corporate credit facilities are based on a pricing grid depending on the Company’s leverage ratio, plus SOFR and additional adjustments pursuant to the applicable credit agreement.
(2)Term Loan 1 is subject to two interest rate swap derivatives (see Note 4).
(3)Term Loan 3 has an initial maturity of May 1, 2025 with an option to extend the term by 12 months at the Company’s election, which would result in an extended maturity of May 1, 2026, upon the payment of applicable fees and the satisfaction of certain customary conditions (see Note 14).
(4)Term Loan 4 is subject to an interest rate swap derivative (see Note 4). Term Loan 4 has an initial maturity of November 7, 2025 with two six-month extensions at the Company’s election, which would result in an extended maturity of November 7, 2026, upon the payment of applicable fees and the satisfaction of certain customary conditions.
Schedule of interest expense

Total interest incurred and expensed on the Company’s debt was as follows (unaudited and in thousands):

Three Months Ended March 31,

    

2025

    

2024

Interest expense on debt

$

11,865

$

12,313

Noncash interest on derivatives, net

982

(2,042)

Amortization of deferred financing costs

863

739

Capitalized interest

(1,028)

Total interest expense

$

12,682

$

11,010

v3.25.1
Other Liabilities (Tables)
3 Months Ended
Mar. 31, 2025
Other Liabilities.  
Schedule of other liabilities

Other liabilities consisted of the following (in thousands):

March 31,

December 31,

    

2025

    

2024

(unaudited)

Advance deposits

$

60,980

$

48,635

Property, sales and use taxes payable

10,902

10,088

Accrued interest

2,937

5,105

Deferred rent

1,099

1,433

Interest rate derivative

619

Management fees payable

899

1,168

Other

7,977

6,265

Total other liabilities

$

85,413

$

72,694

v3.25.1
Leases (Tables)
3 Months Ended
Mar. 31, 2025
Leases [Abstract]  
Schedule of supplemental balance sheet information related to leases

Operating leases were included on the Company’s consolidated balance sheets as follows (in thousands):

March 31,

December 31,

2025

2024

(unaudited)

Right-of-use assets, net

$

7,782

$

8,464

Lease obligations

$

11,196

$

12,019

Weighted average remaining lease term

19 years

Weighted average discount rate

5.6

%

Lease, Cost [Table Text Block]

The components of lease expense were as follows (unaudited and in thousands):

Three Months Ended March 31,

2025

2024

Operating lease cost

$

1,367

$

1,352

Variable lease cost (1)

1,986

2,135

Sublease income (2)

(297)

(297)

Total lease cost

$

3,056

$

3,190

(1)Several of the Company’s hotels pay percentage rent, which is calculated on operating revenues above certain thresholds.
(2)Sublease income is included in corporate overhead in the accompanying consolidated statements of operations for the three months ended March 31, 2025 and 2024.
v3.25.1
Stockholders' Equity (Tables)
3 Months Ended
Mar. 31, 2025
Stockholders' Equity  
Schedule of repurchases of common and preferred stock

Details of the Company’s repurchases were as follows (dollars in thousands):

Three Months Ended March 31,

2025

2024

Number of common shares repurchased

821,771

Cost, including fees and commissions

$

8,016

$

Number of preferred shares repurchased

v3.25.1
Incentive Award Plan (Tables)
3 Months Ended
Mar. 31, 2025
Schedule of amortization expense and forfeitures related to restricted shares

As of both March 31, 2025 and 2024, the Company’s issued and outstanding awards consisted of both time-based and performance-based restricted stock grants. The Company’s amortization expense, including forfeitures related to restricted shares was as follows (unaudited and in thousands):

Three Months Ended March 31,

    

2025

    

2024

Amortization expense, including forfeitures

$

2,064

$

2,770

Capitalized compensation cost (1)

$

172

$

117

(1)The Company capitalizes compensation costs related to restricted shares granted to certain employees whose work is directly related to the Company’s capital investment in its hotels.
Restricted Stock [Member]  
Schedule of non-vested restricted stock grant activity

The Company’s restricted stock awards are time-based restricted shares that generally vest over periods ranging from three years to five years from the date of grant. The following is a summary of non-vested restricted stock award activity:

    

    

Weighted-Average

Grant Date

Number of Shares

Fair Value

Unvested at January 1, 2025

 

688,288

$

10.70

Granted

 

309,565

$

11.27

Vested

 

(311,927)

$

10.95

Forfeited

(861)

$

11.27

Unvested at March 31, 2025

 

685,065

$

10.84

Performance Shares [Member]  
Schedule of non-vested restricted stock grant activity

The Company’s restricted stock units are performance-based restricted shares that generally vest based on the Company’s total relative shareholder return (“RSR”) or the achievement of pre-determined stock price targets during performance periods ranging from three years to five years. The following is a summary of non-vested restricted stock unit activity at target performance:

    

    

Weighted-Average

Target Number

Grant Date

of Shares

Fair Value

Unvested at January 1, 2025

 

1,382,074

$

10.90

Granted

429,587

$

11.48

Vested (1)

 

(257,911)

$

12.44

Forfeited

(118,018)

$

11.29

Unvested at March 31, 2025

 

1,435,732

$

10.77

(1)Includes vested shares at target performance. In January 2025, the 2022 RSR Three-Year Performance Period restricted stock units vested between the target and maximum levels at 169.2% of target, resulting in the additional vesting of 176,286 shares of the Company’s common stock with a grant date fair value of $12.46.
Schedule of share based payment award performance awards valuation assumptions

The restricted stock units granted during the first three months of 2025 vest based on the Company’s total relative shareholder return following a three-year performance period. The number of shares that may become vested ranges from zero to 200% of the amount granted. The grant date fair values of the restricted stock units were determined using a Monte Carlo simulation model with the following assumptions:

Expected volatility

30.0

%

Dividend yield (1)

Risk-free rate

4.47

%

Expected term

3 years

(1)Dividend equivalents are assumed to be reinvested in shares of the Company’s common stock and dividend equivalents will only be paid to the extent the award vests.
v3.25.1
Earnings Per Share (Tables)
3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table sets forth the computation of basic and diluted earnings per common share (unaudited and in thousands, except per share data):

Three Months Ended March 31,

    

2025

    

2024

Numerator:

Net income

$

5,255

$

13,035

Preferred stock dividends

(3,931)

(3,683)

Distributions paid to participating securities

(62)

(65)

Numerator for basic and diluted income attributable to common stockholders

$

1,262

$

9,287

Denominator:

Weighted average basic common shares outstanding

200,410

202,631

Unvested restricted stock units

1,034

327

Weighted average diluted common shares outstanding

201,444

202,958

Basic income attributable to common stockholders per common share

$

0.01

$

0.05

Diluted income attributable to common stockholders per common share

$

0.01

$

0.05

v3.25.1
Segment Information (Tables)
3 Months Ended
Mar. 31, 2025
Segment Reconciliation [Abstract]  
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

The following tables include revenues, significant hotel operating expenses, and Hotel Adjusted EBITDAre for the Company’s hotels, reconciled to the consolidated amounts included in the Company’s consolidated statements of operations, which the CODM uses to manage its business, such as how to allocate capital to its hotels and how to determine the Company’s acquisition and disposition strategies (in thousands):

Three Months Ended March 31,

2025

2024

Revenues

Total revenues

$

234,065

$

217,166

Operating Expenses

Room

38,266

35,551

Food and beverage

47,891

44,315

Other operating

5,771

5,944

Advertising and promotion

12,501

12,132

Repairs and maintenance

9,537

8,710

Utilities

6,741

5,944

Franchise costs

4,459

4,205

Property tax, ground lease and insurance

19,029

19,104

Other property-level expenses (1)

29,098

28,966

173,293

164,871

Hotel Adjusted EBITDAre

$

60,772

$

52,295

Three Months Ended March 31,

2025

2024

Reconciliation of Hotel Adjusted EBITDAre to Net Income

Hotel Adjusted EBITDAre

$

60,772

$

52,295

Non-hotel operating expenses, net (2)

7

(10)

Pre-opening expenses (3)

(3,253)

Property-level COVID-19 relief grant (3)

1,343

Taxes assessed on commercial rents (3)

(163)

(99)

Amortization of right-of use assets and obligations

288

288

Corporate overhead

(8,905)

(7,518)

Depreciation and amortization

(32,275)

(29,040)

Interest and other income

1,564

5,453

Interest expense

(12,682)

(11,010)

Gain on sale of assets, net

457

Gain on extinguishment of debt

21

Income tax (provision) benefit, net

(98)

855

Net income

$

5,255

$

13,035

(1)Other property-level expenses include property-level general and administrative expenses, such as payroll, benefits, and other employee-related expenses, contract and professional fees, credit and collection expenses, employee recruitment, relocation and training expenses, labor dispute expenses, consulting fees, management fees, and other expenses.
(2)Non-hotel operating expenses, net are included in property tax, ground lease and insurance on the Company’s consolidated statements of operations for the three months ended March 31, 2025 and 2024, and include corporate-level current year property taxes and insurance, as well as any prior year property taxes assessed on sold hotels, net of any refunds received.
(3)When assessing a hotel’s operating performance, the CODM excludes certain items that are not indicative of the ongoing operating performance of the Company’s hotels, such as pre-opening expenses associated with extensive renovation projects such as the work being performed at Andaz Miami Beach, property-level grants, and taxes assessed on commercial rents.
v3.25.1
Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2025
Commitments and Contingencies.  
Schedule of basic and incentive management fees

Total basic management and incentive management fees were included in other property-level expenses on the Company’s consolidated statements of operations as follows (unaudited and in thousands):

Three Months Ended March 31,

    

2025

    

2024

Basic management fees

$

6,397

$

5,974

Incentive management fees

1,585

3,029

Total basic and incentive management fees

$

7,982

$

9,003

Schedule of license and franchise costs

Total license and franchise fees were included in franchise costs on the Company’s consolidated statements of operations as follows (unaudited and in thousands):

Three Months Ended March 31,

    

2025

    

2024

Franchise assessments (1)

$

4,061

$

3,882

Franchise royalties

398

323

Total franchise costs

$

4,459

$

4,205

(1)Includes advertising, reservation and frequent guest program assessments.
Schedule of hotel geographic concentration of risk

As of March 31, 2025, our hotels were geographically concentrated as follows (unaudited):

Trailing 12-Month

Percentage of

Total Consolidated

    

Number of Hotels

    

Total Rooms

    

Revenue

    

Northern California

3

14

%  

21

%  

Southern California

2

22

%  

22

%  

Florida

3

17

%  

12

%  

Hawaii

1

8

%  

15

%  

Washington, DC

1

11

%  

10

%  

v3.25.1
Organization and Description of Business (Details)
3 Months Ended
Mar. 31, 2025
property
Organization and Description of Business  
Number of hotels owned by the Company 15
Sunstone Hotel Partnership, LLC  
Organization and Description of Business  
Controlling interest owned (as a percent) 100.00%
v3.25.1
Investment in Hotel Properties (Details) - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
Investment in Hotel Properties    
Land $ 645,884 $ 645,884
Buildings and improvements 2,849,713 2,824,364
Furniture, fixtures and equipment 462,531 445,696
Intangible assets 44,063 44,063
Construction in progress 136,355 147,250
Investment in hotel properties, gross 4,138,546 4,107,257
Accumulated depreciation and amortization (1,283,358) (1,251,225)
Investment in hotel properties, net $ 2,855,188 $ 2,856,032
v3.25.1
Fair Value Measurements and Interest Rate Derivatives - Fair Value of Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
Percentage of Debt Bearing Fixed Interest Rates 52.70% 40.80%
Debt, Long-Term and Short-Term, Combined Amount $ 845,000 $ 845,000
Fair Value, Inputs, Level 3 [Member]    
Fair value of debt $ 839,666 $ 841,027
v3.25.1
Fair Value Measurements and Interest Rate Derivatives - Interest Rate Derivatives (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Interest Rate Derivatives      
Interest Rate Derivatives, at Fair Value, Net $ (426)   $ 556
Fair values of derivative assets 193   556
Noncash interest on derivatives, net $ 982 $ (2,042)  
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Term loan #4      
Interest Rate Derivatives      
Fixed rate under interest rate swap agreement 4.02%    
Interest rate, description of reference rate CME Term SOFR    
Derivative, Inception Date Jan. 31, 2025    
Derivative, Contract End Date Nov. 07, 2026    
Notional amount $ 100,000    
Fair values of derivative liabilities $ (413)    
Interest Rate Swap Derivative TL1 Swap1 Member | Not Designated as Hedging Instrument [Member] | Term loan #1      
Interest Rate Derivatives      
Fixed rate under interest rate swap agreement 3.675%    
Interest rate, description of reference rate CME Term SOFR    
Derivative, Inception Date Mar. 17, 2023    
Derivative, Contract End Date Mar. 17, 2026    
Notional amount $ 75,000    
Fair values of derivative assets $ 193   370
Interest Rate Swap Derivative TL1 Swap2 Member | Not Designated as Hedging Instrument [Member] | Term loan #1      
Interest Rate Derivatives      
Fixed rate under interest rate swap agreement 3.931%    
Interest rate, description of reference rate CME Term SOFR    
Derivative, Inception Date Sep. 14, 2023    
Derivative, Contract End Date Sep. 14, 2026    
Notional amount $ 100,000    
Fair values of derivative liabilities $ (206)    
Fair values of derivative assets     $ 186
v3.25.1
Prepaid Expenses and Other Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
Other Assets, Unclassified [Abstract]    
Prepaid Expense $ 17,807 $ 10,488
Inventory, Gross 10,820 10,497
Debt Issuance Costs, Line of Credit Arrangements, Net 1,872 2,223
Property and equipment, net 2,078 2,267
Interest rate derivative assets 193 556
Deferred Rent Receivables, Net 413 369
Indefinite-Lived License Agreements 930 930
Other Assets, Miscellaneous 434 427
Prepaid expenses and other assets, net $ 34,547 $ 27,757
v3.25.1
Debt (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Notes Payable      
Debt, Long-Term and Short-Term, Combined Amount $ 845,000,000   $ 845,000,000
Unamortized deferred financing costs (3,441,000)   (3,953,000)
Debt, net of unamortized deferred financing costs 841,559,000   $ 841,047,000
Interest Expense      
Interest expense on debt 11,865,000 $ 12,313,000  
Noncash interest on derivatives, net 982,000 (2,042,000)  
Amortization of deferred financing costs 863,000 739,000  
Capitalized interest (1,028,000)    
Total interest expense $ 12,682,000 $ 11,010,000  
Unsecured Term Loans      
Notes Payable      
Interest rate, description of reference rate SOFR   SOFR
Unsecured Debt $ 675,000,000   $ 675,000,000
Term loan #1      
Notes Payable      
Debt Instrument, Maturity Date Jul. 25, 2027   Jul. 25, 2027
Number of interest rate swap derivative agreements 2   2
Unsecured Debt $ 175,000,000   $ 175,000,000
Line of Credit Facility, Interest Rate at Period End 5.32%    
Term loan #2      
Notes Payable      
Debt Instrument, Maturity Date Jan. 25, 2028   Jan. 25, 2028
Unsecured Debt $ 175,000,000   $ 175,000,000
Line of Credit Facility, Interest Rate at Period End 5.82%    
Term loan #3      
Notes Payable      
Debt Instrument, Maturity Date May 01, 2025   May 01, 2025
Unsecured Debt $ 225,000,000   $ 225,000,000
Line of Credit Facility, Interest Rate at Period End 5.77%    
Term of extension period for unsecured debt 12 months   12 months
Debt Instrument, Maturity Date Range, End May 01, 2026   May 01, 2026
Term loan #4      
Notes Payable      
Debt Instrument, Maturity Date Nov. 07, 2025   Nov. 07, 2025
Unsecured Debt $ 100,000,000   $ 100,000,000
Line of Credit Facility, Interest Rate at Period End 5.52%    
Number of extension periods for unsecured debt 2   2
Term of extension period for unsecured debt 6 months   6 months
Debt Instrument, Maturity Date Range, End Nov. 07, 2026   Nov. 07, 2026
Term loan #4 | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]      
Notes Payable      
Interest rate, description of reference rate CME Term SOFR    
Fixed rate under interest rate swap agreement 4.02%    
Senior Notes      
Notes Payable      
Unsecured Debt $ 170,000,000   $ 170,000,000
Series A Senior Notes      
Notes Payable      
Debt Instrument, Maturity Date Jan. 10, 2026   Jan. 10, 2026
Fixed interest rate (as a percent) 4.69%    
Unsecured Debt $ 65,000,000   $ 65,000,000
Series B Senior Notes      
Notes Payable      
Debt Instrument, Maturity Date Jan. 10, 2028   Jan. 10, 2028
Fixed interest rate (as a percent) 4.79%    
Unsecured Debt $ 105,000,000   $ 105,000,000
Revolving Credit Facility [Member]      
Notes Payable      
Long-Term Line of Credit 0    
Line of Credit Facility, Maximum Borrowing Capacity $ 500,000,000    
v3.25.1
Other Liabilities (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Other Liabilities      
Advance deposits $ 60,980   $ 48,635
Accrual for Taxes Other than Income Taxes 10,902   10,088
Interest Payable 2,937   5,105
Deferred Rent Credit 1,099   1,433
Derivative Liability 619    
Management fees payable 899   1,168
Other 7,977   6,265
Total other liabilities 85,413   $ 72,694
Revenue Recognition [Abstract]      
Deferred revenue recognized $ 23,800 $ 20,200  
v3.25.1
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Lessee, Operating Lease, Description [Abstract]    
Operating Lease, Right-of-Use Asset $ 7,782 $ 8,464
Operating lease obligations $ 11,196 $ 12,019
Operating Lease, Weighted Average Remaining Lease Term 19 years  
Operating Lease, Weighted Average Discount Rate, Percent 5.60%  
Operating lease right-of-use asset obtained in exchange for operating lease obligation $ 521  
v3.25.1
Leases - Components of Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Leases [Abstract]    
Operating Lease, Cost $ 1,367 $ 1,352
Variable Lease, Cost 1,986 2,135
Sublease income (297) (297)
Total lease cost $ 3,056 $ 3,190
v3.25.1
Stockholders' Equity - Preferred Stock (Details) - $ / shares
3 Months Ended 6 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Sep. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Jun. 30, 2024
Dec. 31, 2024
Series G Preferred Stock [Member]              
Stockholders' equity              
Preferred stock, Cumulative Redeemable Preferred Stock, shares outstanding (in shares) 2,650,000 2,650,000   2,650,000 2,650,000   2,650,000
Liquidation preference (in dollars per share) $ 25 $ 25   $ 25 $ 25   $ 25
Series G Preferred Stock [Member] | Montage Healdsburg              
Stockholders' equity              
Preferred Stock, Redemption Price Per Share $ 25 $ 25   $ 25 $ 25   25
Series G Preferred Stock [Member] | Maximum [Member] | Montage Healdsburg              
Stockholders' equity              
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent)     6.50% 4.50% 4.50% 3.00%  
Series H Preferred Stock [Member]              
Stockholders' equity              
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent) 6.125% 6.125%          
Preferred Stock, Redemption Price Per Share $ 25 $ 25   $ 25 $ 25   $ 25
Preferred stock, Cumulative Redeemable Preferred Stock, shares outstanding (in shares) 4,600,000 4,600,000   4,600,000 4,600,000   4,600,000
Liquidation preference (in dollars per share) $ 25 $ 25   $ 25 $ 25   $ 25
Preferred Stock, Redemption Date       May 24, 2026     May 24, 2026
Series I Cumulative Redeemable Preferred Stock              
Stockholders' equity              
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent) 5.70% 5.70%          
Preferred Stock, Redemption Price Per Share $ 25 $ 25   $ 25 $ 25   $ 25
Preferred stock, Cumulative Redeemable Preferred Stock, shares outstanding (in shares) 4,000,000 4,000,000   4,000,000 4,000,000   4,000,000
Liquidation preference (in dollars per share) $ 25 $ 25   $ 25 $ 25   $ 25
Preferred Stock, Redemption Date       Jul. 16, 2026     Jul. 16, 2026
v3.25.1
Stockholders' Equity - Common Stock (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Feb. 28, 2023
Share Repurchase Program        
Stockholders' equity        
Stock Repurchased and Retired During Period, Shares 821,771      
Stock Repurchased and Retired During Period, Value $ 8,016      
Share Repurchase Program, Remaining Authorized, Amount $ 419,500      
Maximum [Member] | Share Repurchase Program        
Stockholders' equity        
Stock Repurchase Program, maximum amount authorized for repurchase       $ 500,000
Common Stock [Member] | At The Market        
Stockholders' equity        
Stock Issued During Period, Shares, New Issues 0 0    
ATM Program, remaining amount authorized for issuance $ 300,000      
Common Stock [Member] | Maximum [Member] | At The Market        
Stockholders' equity        
ATM Program, maximum amount authorized for issuance     $ 300,000  
v3.25.1
Incentive Award Plan (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Compensation Expense and Forfeitures    
Capitalized compensation cost $ 172 $ 117
Share-Based Payment Arrangement [Member]    
Compensation Expense and Forfeitures    
Amortization expense, including forfeitures 2,064 2,770
Capitalized compensation cost $ 172 $ 117
v3.25.1
Incentive Award Plan Restricted Stock Awards (Details) - Restricted Stock [Member]
3 Months Ended
Mar. 31, 2025
$ / shares
shares
Non-Vested Stock Grants, Number of Shares  
Outstanding at the beginning of the period (in shares) | shares 688,288
Granted (in shares) | shares 309,565
Vested (in shares) | shares (311,927)
Forfeited (in shares) | shares (861)
Outstanding at the end of the period (in shares) | shares 685,065
Non-Vested Stock Grants, Weighted Average Price  
Outstanding at the beginning of the period (in dollars per share) | $ / shares $ 10.7
Granted (in dollars per share) | $ / shares 11.27
Vested (in dollars per share) | $ / shares 10.95
Forfeited (in dollars per share) | $ / shares 11.27
Outstanding at the end of the period (in dollars per share) | $ / shares $ 10.84
Minimum [Member]  
Incentive Award Plan  
Vesting period 3 years
Maximum [Member]  
Incentive Award Plan  
Vesting period 5 years
v3.25.1
Incentive Award Plan Restricted Stock Units (Details) - $ / shares
1 Months Ended 3 Months Ended
Jan. 31, 2025
Mar. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]    
Share-Based Payment Arrangement, Valuation Technique [Extensible Enumeration]   us-gaap:MonteCarloModelMember
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate   30.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate   4.47%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term   3 years
Performance Shares [Member]    
Incentive Award Plan    
Vested (in shares)   257,911
Non-Vested Stock Grants, Number of Shares    
Outstanding at the beginning of the period (in shares) 1,382,074 1,382,074
Granted (in shares)   429,587
Vested (in shares)   (257,911)
Forfeited (in shares)   (118,018)
Outstanding at the end of the period (in shares)   1,435,732
Non-Vested Stock Grants, Weighted Average Price    
Outstanding at the beginning of the period (in dollars per share) $ 10.9 $ 10.9
Granted (in dollars per share)   11.48
Vested (in dollars per share)   12.44
Forfeited (in dollars per share)   11.29
Outstanding at the end of the period (in dollars per share)   $ 10.77
Performance Shares [Member] | Minimum [Member]    
Incentive Award Plan    
Vesting period   3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage   0.00%
Performance Shares [Member] | Maximum [Member]    
Incentive Award Plan    
Vesting period   5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage   200.00%
Performance Shares [Member] | Total Relative Shareholder Return Three Year Vest    
Incentive Award Plan    
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage 169.20%  
Vested (in shares) 176,286  
Non-Vested Stock Grants, Number of Shares    
Vested (in shares) (176,286)  
Non-Vested Stock Grants, Weighted Average Price    
Vested (in dollars per share) $ 12.46  
v3.25.1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Numerator:    
Net income $ 5,255 $ 13,035
Preferred stock dividends (3,931) (3,683)
Distributions paid to participating securities (62) (65)
Numerator for basic and diluted income attributable to common stockholders $ 1,262 $ 9,287
Denominator:    
Weighted average basic common shares outstanding (in shares) 200,410,000 202,631,000
Incremental Common Shares Attributable to Dilutive Effect of Nonvested Shares with Forfeitable Dividends 1,034,000 327,000
Weighted average diluted common shares outstanding (in shares) 201,444,000 202,958,000
Basic income attributable to common stockholders per common share (in dollars per share) $ 0.01 $ 0.05
Diluted income attributable to common stockholders per common share (in dollars per share) $ 0.01 $ 0.05
Restricted Stock [Member]    
Denominator:    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 685,065 929,928
Performance Shares [Member]    
Denominator:    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 617,591 188,004
Performance Shares [Member]    
Denominator:    
Outstanding at the end of the period (in shares) 1,435,732  
Earnings Per Share, Potentially Dilutive Securities 1,435,732 1,382,074
v3.25.1
Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue from Contract with Customer, Excluding Assessed Tax $ 234,065 $ 217,166
Hotel Ownership | Hotel Ownership    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue from Contract with Customer, Excluding Assessed Tax $ 234,065 $ 217,166
v3.25.1
Segment Information - Significant Operating Expenses (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Segment Reporting Information [Line Items]    
Advertising and promotion $ 13,116 $ 12,132
Repairs and maintenance 9,685 8,710
Utilities 6,741 5,944
Costs of Franchised Outlets 4,459 4,205
Property tax, ground lease and insurance 18,897 18,925
Other property-level expenses 29,725 27,623
Total operating expenses 217,594 199,907
Occupancy [Member]    
Segment Reporting Information [Line Items]    
Cost of Goods and Services Sold 39,110 35,551
Food and Beverage [Member]    
Segment Reporting Information [Line Items]    
Cost of Goods and Services Sold 48,821 44,315
Hotel, Other [Member]    
Segment Reporting Information [Line Items]    
Cost of Goods and Services Sold 5,860 5,944
Hotel Ownership    
Segment Reporting Information [Line Items]    
Hotel Adjusted EBITDAre 60,772 52,295
Hotel Ownership | Significant expense used by CODM consolidated member    
Segment Reporting Information [Line Items]    
Advertising and promotion 12,501 12,132
Repairs and maintenance 9,537 8,710
Utilities 6,741 5,944
Costs of Franchised Outlets 4,459 4,205
Property tax, ground lease and insurance 19,029 19,104
Other property-level expenses 29,098 28,966
Total operating expenses 173,293 164,871
Hotel Ownership | Significant expense used by CODM consolidated member | Occupancy [Member]    
Segment Reporting Information [Line Items]    
Cost of Goods and Services Sold 38,266 35,551
Hotel Ownership | Significant expense used by CODM consolidated member | Food and Beverage [Member]    
Segment Reporting Information [Line Items]    
Cost of Goods and Services Sold 47,891 44,315
Hotel Ownership | Significant expense used by CODM consolidated member | Hotel, Other [Member]    
Segment Reporting Information [Line Items]    
Cost of Goods and Services Sold 5,771 5,944
Hotel Ownership | Hotel Ownership    
Segment Reporting Information [Line Items]    
Hotel Adjusted EBITDAre $ 60,772 $ 52,295
v3.25.1
Segment Information - Operating Profit (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Corporate overhead $ 8,905 $ 7,518
Depreciation and amortization 32,275 29,040
Interest and other income (loss) 1,564 5,453
Interest expense (12,682) (11,010)
Gain on sale of assets   457
Gain on extinguishment of debt, net   21
Current income tax (provision) benefit, net (98) 855
Net income (5,255) (13,035)
Hotel Ownership    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Hotel Adjusted EBITDAre 60,772 52,295
Hotel Ownership | Hotel Ownership    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Hotel Adjusted EBITDAre 60,772 52,295
Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Pre-Opening Costs (3,253)  
Other Nonoperating Income   1,343
Taxes, Miscellaneous (163) (99)
Segment Reporting, Reconciling Item, Corporate Nonsegment    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Nonoperating Income (Expense) 7 (10)
Operating Lease, Expense 288 288
Corporate overhead (8,905) (7,518)
Depreciation and amortization (32,275) (29,040)
Interest and other income (loss) 1,564 5,453
Interest expense (12,682) (11,010)
Gain on sale of assets   457
Gain on extinguishment of debt, net   21
Current income tax (provision) benefit, net $ (98) $ 855
v3.25.1
Commitments and Contingencies - Management Fees, Franchise Costs and Renovation Commitments (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Basic and incentive management fees incurred    
Other property-level expenses $ 29,725 $ 27,623
License and Franchise Agreements    
Franchise assessments 4,061 3,882
Franchise royalties 398 323
Franchise costs 4,459 4,205
Management Service, Base [Member]    
Basic and incentive management fees incurred    
Other property-level expenses 6,397 5,974
Management Service, Incentive [Member]    
Basic and incentive management fees incurred    
Other property level expenses 1,585 3,029
Management Service [Member]    
Basic and incentive management fees incurred    
Other property-level expenses $ 7,982 $ 9,003
Minimum [Member]    
Management Agreements    
Basic management fees (as a percent) 2.00%  
Maximum [Member]    
Management Agreements    
Basic management fees (as a percent) 3.00%  
Renovation and Construction Commitments    
Renovation and Construction Commitments    
Remaining construction commitments $ 51,300  
v3.25.1
Commitments and Contingencies - Other Commitments and Concentration of Risk (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2025
USD ($)
property
Mar. 31, 2024
USD ($)
Mar. 31, 2025
USD ($)
property
Dec. 31, 2024
USD ($)
Concentration of Risk        
Number of Real Estate Properties | property 15   15  
Loss Contingency Accrual, Disclosures [Abstract]        
Proceeds from Insurance Settlement, Investing Activities | $ $ 73      
Restricted Cash | $ $ 76,460   $ 76,460 $ 73,078
Gain on extinguishment of debt, net | $   $ 21    
Term of unsecured environmental indemnities 0 years      
Damage limitation of unsecured environmental indemnities | $ $ 0      
Number of rooms | Geographic Concentration Risk [Member] | Northern California Member        
Concentration of Risk        
Concentration risk (as a percent) 14.00%      
Number of rooms | Geographic Concentration Risk [Member] | Southern California Member        
Concentration of Risk        
Concentration risk (as a percent) 22.00%      
Number of rooms | Geographic Concentration Risk [Member] | FLORIDA        
Concentration of Risk        
Concentration risk (as a percent) 17.00%      
Number of rooms | Geographic Concentration Risk [Member] | HAWAII        
Concentration of Risk        
Concentration risk (as a percent) 8.00%      
Number of rooms | Geographic Concentration Risk [Member] | DISTRICT OF COLUMBIA        
Concentration of Risk        
Concentration risk (as a percent) 11.00%      
Revenue from Contract with Customer, Product and Service Benchmark [Member] | Geographic Concentration Risk [Member] | Northern California Member        
Concentration of Risk        
Concentration risk (as a percent)     21.00%  
Revenue from Contract with Customer, Product and Service Benchmark [Member] | Geographic Concentration Risk [Member] | Southern California Member        
Concentration of Risk        
Concentration risk (as a percent)     22.00%  
Revenue from Contract with Customer, Product and Service Benchmark [Member] | Geographic Concentration Risk [Member] | FLORIDA        
Concentration of Risk        
Concentration risk (as a percent)     12.00%  
Revenue from Contract with Customer, Product and Service Benchmark [Member] | Geographic Concentration Risk [Member] | HAWAII        
Concentration of Risk        
Concentration risk (as a percent)     15.00%  
Revenue from Contract with Customer, Product and Service Benchmark [Member] | Geographic Concentration Risk [Member] | DISTRICT OF COLUMBIA        
Concentration of Risk        
Concentration risk (as a percent)     10.00%  
Financial Standby Letter of Credit [Member]        
Loss Contingency Accrual, Disclosures [Abstract]        
Outstanding irrevocable letters of credit | $ $ 200   $ 200  
Repayments of Long-Term Lines of Credit | $ $ 0      
Hotel, Owned [Member] | Geographic Concentration Risk [Member] | Northern California Member        
Concentration of Risk        
Number of Real Estate Properties | property 3   3  
Hotel, Owned [Member] | Geographic Concentration Risk [Member] | Southern California Member        
Concentration of Risk        
Number of Real Estate Properties | property 2   2  
Hotel, Owned [Member] | Geographic Concentration Risk [Member] | FLORIDA        
Concentration of Risk        
Number of Real Estate Properties | property 3   3  
Hotel, Owned [Member] | Geographic Concentration Risk [Member] | HAWAII        
Concentration of Risk        
Number of Real Estate Properties | property 1   1  
Hotel, Owned [Member] | Geographic Concentration Risk [Member] | DISTRICT OF COLUMBIA        
Concentration of Risk        
Number of Real Estate Properties | property 1   1  
v3.25.1
Subsequent Events - Debt (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Apr. 10, 2025
Apr. 01, 2025
Mar. 31, 2025
Dec. 31, 2024
Term loan #3        
Unsecured Debt        
Unsecured Debt     $ 225,000 $ 225,000
Debt Instrument, Maturity Date     May 01, 2025 May 01, 2025
Debt Instrument, Maturity Date Range, End     May 01, 2026 May 01, 2026
Revolving Credit Facility [Member]        
Unsecured Debt        
Line of Credit Facility, Maximum Borrowing Capacity     $ 500,000  
Subsequent Event [Member] | Term loan #3        
Unsecured Debt        
Unsecured Debt   $ 225,000    
Debt Instrument, Maturity Date   May 01, 2025    
Debt Instrument, Maturity Date Range, End   May 01, 2026    
Subsequent Event [Member] | Revolving Credit Facility [Member]        
Unsecured Debt        
Proceeds from Lines of Credit $ 27,000      
Line of Credit Facility, Maximum Borrowing Capacity 500,000      
Line of Credit Facility, Remaining Borrowing Capacity $ 473,000      
v3.25.1
Subsequent Events - Share Repurchase (Details) - Share Repurchase Program - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
May 05, 2025
Mar. 31, 2025
Stockholders' equity    
Stock Repurchased and Retired During Period, Shares   821,771
Stock Repurchased and Retired During Period, Value   $ 8,016
Share Repurchase Program, Remaining Authorized, Amount   $ 419,500
Subsequent Event [Member]    
Stockholders' equity    
Stock Repurchased and Retired During Period, Shares 1,510,549  
Stock Repurchased and Retired During Period, Value $ 12,800  
Share Repurchase Program, Remaining Authorized, Amount $ 406,800