Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are typically identified by use of statements that include phrases such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “potential,” “outlook,” “strategy,” and similar expressions that convey the uncertainty of future events or outcomes. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Apple Hospitality REIT, Inc. and its wholly-owned subsidiaries (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, but are not limited to, the ability of the Company to effectively acquire and dispose of properties and redeploy proceeds; the anticipated timing and frequency of shareholder distributions; the ability of the Company to fund capital obligations; the ability of the Company to successfully integrate pending transactions and implement its operating strategy; changes in general political, economic and competitive conditions and specific market conditions (including the potential effects of tariffs, inflation or a recessionary environment); reduced business and leisure travel due to geopolitical uncertainty, including terrorism and acts of war; travel-related health concerns, including widespread outbreaks of infectious or contagious diseases in the U.S.; inclement weather conditions, including natural disasters such as hurricanes, earthquakes and wildfires; government shutdowns, airline strikes or equipment failures, or other disruptions; adverse changes in the real estate and real estate capital markets; financing risks; changes in interest rates; litigation risks; regulatory proceedings or inquiries; and changes in laws or regulations or interpretations of current laws and regulations that impact the Company’s business, assets or classification as a real estate investment trust (“REIT”). Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. In addition, the Company’s qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Readers should carefully review the risk factors described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to those discussed in the section titled “Risk Factors” in the 2024 Form 10-K. Any forward-looking statement that the Company makes speaks only as of the date of this Quarterly Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events, or otherwise, except as required by law.
The following discussion and analysis should be read in conjunction with the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, as well as the information contained in the 2024 Form 10-K.
Overview
The Company is a Virginia corporation that has elected to be treated as a REIT for U.S. federal income tax purposes. The Company is self-advised and invests in income-producing real estate, primarily in the lodging sector, in the U.S. As of September 30, 2025, the Company owned 220 hotels with an aggregate of 29,687 guest rooms located in urban, high-end suburban and developing markets throughout 37 states and the District of Columbia, including four hotels with 367 guest rooms classified as held for sale which are expected to be sold in the fourth quarter of 2025. Substantially all of the Company’s hotels operate under Marriott or Hilton brands. The hotels are operated and managed under separate management agreements with 16 hotel management companies, none of which are affiliated with the Company. The Company’s common shares are listed on the NYSE under the ticker symbol “APLE.”
Recent Hotel Portfolio Activities
The Company continually monitors market conditions and attempts to maximize shareholder value by investing in properties that it believes provide superior value over the long term. Consistent with this strategy and the Company’s focus on investing in rooms-focused hotels, during the nine months ended September 30, 2025, the Company acquired one hotel, an existing 126-guest-room Homewood Suites in Tampa, Florida, for a gross purchase price of approximately $18.8 million. As of September 30, 2025, the Company had outstanding contracts with unrelated parties for the potential purchase of two hotels, consisting of one hotel under development in Nashville, Tennessee (the “Nashville Motto”) and one hotel under development in Anchorage, Alaska (the “Anchorage AC Hotel”), for a total combined purchase price of approximately $163.7 million. The Nashville Motto is currently planned to be completed and opened for business in December 2025, at which time the Company expects to complete the purchase of this hotel. The Anchorage AC Hotel is currently planned to be completed and opened for business in the fourth quarter of 2027, at which time the Company expects to complete the purchase of this hotel. Although the Company is working towards acquiring these
hotels, there are a number of conditions to closing that have not yet been satisfied, and there can be no assurance that closings on these hotels will occur under their respective outstanding purchase contracts.
During the third quarter of 2025, the Company entered into a contract to develop a dual-branded property which will include an AC Hotel and a Residence Inn in Las Vegas, Nevada on land the Company owns that is adjacent to its SpringHill Suites. The Company expects to spend a total of approximately $143.7 million to develop the hotels, which are currently planned to be completed and opened for business in the second quarter of 2028.
For its existing portfolio, the Company monitors each property’s profitability, market conditions and capital requirements and attempts to maximize shareholder value by disposing of properties when it believes that superior value can be provided from the sale of the property. As a result, during the nine months ended September 30, 2025, the Company sold three hotels to three unrelated parties for a combined gross sales price of approximately $37.0 million, resulting in a combined gain on the sales of approximately $7.9 million, net of transaction costs. The Company used a portion of the net proceeds from the sale of one of the hotels to complete a 1031 Exchange for the acquisition of the Homewood Suites in Tampa, Florida, which was completed in June 2025.
See Note 2 titled “Investment in Real Estate,” Note 3 titled “Assets Held for Sale and Dispositions” and Note 10 titled “Contract Commitments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for additional information concerning these transactions.
As of September 30, 2025, the New York Property was included in the Company’s hotel and guest room counts. On April 4, 2025, the Company recovered possession of this property and reinstated operations of the hotel's 209 guest rooms through a third-party manager engaged by the Company. From May 2023 through March 2025, the Company classified the property as a “non-hotel property” and excluded it from hotel and guest room counts, as it was leased to a third-party hotel operator. Following the third-party hotel operator's failure to make lease payments, the Company commenced legal proceedings in 2024 to remove the third-party hotel operator from possession of the property. In April 2025, the Company and the third-party hotel operator entered into an agreement to mutually release all claims, to terminate the lease and for the third-party hotel operator to voluntarily surrender possession of the property back to the Company.
Hotel Operations
As of September 30, 2025, the Company owned 220 hotels, including four hotels classified as held for sale, with a total of 29,687 guest rooms as compared to 224 hotels with a total of 30,068 guest rooms as of September 30, 2024. Results of operations are included only for the period of ownership for hotels acquired or disposed of during the current reporting period and prior year. During the nine months ended September 30, 2025, the Company acquired one existing hotel on June 10, 2025 and sold three properties, including one property sold on February 12, 2025, one sold on March 19, 2025, and one sold on August 18, 2025. On April 4, 2025, the Company recovered possession from a third-party hotel operator and reinstated operations of its 209-guest-room New York Property through a third-party manager engaged by the Company. During the nine months ended September 30, 2024, the Company acquired two properties, including one existing hotel acquired on March 25, 2024 and one hotel acquired upon the completion of development on June 20, 2024. During the nine months ended September 30, 2024, the Company sold three properties, two on February 9, 2024 and one on May 21, 2024.
Management Company Transitions
The Company continuously evaluates the performance of each property and may transfer management responsibilities to a different third-party manager to improve operational efficiency and maximize asset value. In markets or regions where the Company owns multiple properties, it may consolidate hotels under specific third-party managers to leverage regional expertise, gain operating efficiencies, and enhance overall portfolio performance.
Operating Results
In evaluating financial condition and operating performance, the most important indicators on which the Company focuses are revenue measurements, such as average occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”), and expenses, such as hotel operating expenses, general and administrative expenses and other expenses described below. RevPAR and operating results may be impacted by regional and local economies and local regulations as well as changes in lodging demand due to macroeconomic factors including inflationary pressures, higher energy prices or a recessionary environment.
The following is a summary of the results from operations of the Company’s hotels for their respective periods of ownership by the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(in thousands, except statistical data) |
|
2025 |
|
Percent of Revenue |
|
|
2024 |
|
Percent of Revenue |
|
Percent Change |
|
|
2025 |
|
Percent of Revenue |
|
|
2024 |
|
Percent of Revenue |
|
Percent Change |
|
Total revenue |
|
$ |
373,878 |
|
|
100.0 |
% |
|
$ |
378,843 |
|
|
100.0 |
% |
|
-1.3 |
% |
|
$ |
1,085,950 |
|
|
100.0 |
% |
|
$ |
1,098,432 |
|
|
100.0 |
% |
|
-1.1 |
% |
Hotel operating expense |
|
|
221,960 |
|
|
59.4 |
% |
|
|
219,942 |
|
|
58.1 |
% |
|
0.9 |
% |
|
|
642,394 |
|
|
59.2 |
% |
|
|
633,497 |
|
|
57.7 |
% |
|
1.4 |
% |
Property taxes, insurance and other expense |
|
|
22,449 |
|
|
6.0 |
% |
|
|
20,946 |
|
|
5.5 |
% |
|
7.2 |
% |
|
|
68,679 |
|
|
6.3 |
% |
|
|
63,878 |
|
|
5.8 |
% |
|
7.5 |
% |
General and administrative expense |
|
|
7,528 |
|
|
2.0 |
% |
|
|
9,190 |
|
|
2.4 |
% |
|
-18.1 |
% |
|
|
24,820 |
|
|
2.3 |
% |
|
|
30,839 |
|
|
2.8 |
% |
|
-19.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of depreciable real estate |
|
|
5,724 |
|
|
|
|
|
2,896 |
|
|
|
|
97.7 |
% |
|
|
5,724 |
|
|
|
|
|
2,896 |
|
|
|
|
97.7 |
% |
Depreciation and amortization expense |
|
|
48,100 |
|
|
|
|
|
48,143 |
|
|
|
|
-0.1 |
% |
|
|
144,063 |
|
|
|
|
|
142,681 |
|
|
|
|
1.0 |
% |
Gain on sale of real estate |
|
|
4,380 |
|
|
|
|
|
- |
|
|
|
n/a |
|
|
|
7,937 |
|
|
|
|
|
18,215 |
|
|
|
|
-56.4 |
% |
Interest and other expense, net |
|
|
21,375 |
|
|
|
|
|
21,217 |
|
|
|
|
0.7 |
% |
|
|
61,735 |
|
|
|
|
|
57,896 |
|
|
|
|
6.6 |
% |
Income tax expense |
|
|
242 |
|
|
|
|
|
243 |
|
|
|
|
-0.4 |
% |
|
|
723 |
|
|
|
|
|
713 |
|
|
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
50,880 |
|
|
|
|
|
56,266 |
|
|
|
|
-9.6 |
% |
|
|
145,749 |
|
|
|
|
|
184,247 |
|
|
|
|
-20.9 |
% |
Adjusted Hotel EBITDA (1) |
|
|
129,602 |
|
|
|
|
|
139,088 |
|
|
|
|
-6.8 |
% |
|
|
375,937 |
|
|
|
|
|
400,561 |
|
|
|
|
-6.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of hotels owned at end of period |
|
|
220 |
|
|
|
|
|
224 |
|
|
|
|
-1.8 |
% |
|
|
220 |
|
|
|
|
|
224 |
|
|
|
|
-1.8 |
% |
ADR |
|
$ |
162.70 |
|
|
|
|
$ |
162.57 |
|
|
|
|
0.1 |
% |
|
$ |
161.00 |
|
|
|
|
$ |
159.78 |
|
|
|
|
0.8 |
% |
Occupancy |
|
|
76.2 |
% |
|
|
|
|
77.0 |
% |
|
|
|
-1.0 |
% |
|
|
75.3 |
% |
|
|
|
|
76.3 |
% |
|
|
|
-1.3 |
% |
RevPAR |
|
$ |
124.03 |
|
|
|
|
$ |
125.10 |
|
|
|
|
-0.9 |
% |
|
$ |
121.28 |
|
|
|
|
$ |
121.84 |
|
|
|
|
-0.5 |
% |
(1)See reconciliation of Adjusted Hotel EBITDA to net income in “Non-GAAP Financial Measures” below.
Comparable Hotels Operating Results
The following table reflects certain operating statistics for the Company’s 215 hotels owned and held for use as of September 30, 2025, and excludes the New York Property (“Comparable Hotels”). The Company defines metrics from Comparable Hotels as results generated by the 215 hotels owned and held for use as of the end of the reporting period, excluding the New York Property. For the hotels acquired during the reporting periods shown, the Company has included, as applicable, results of those hotels for periods prior to the Company’s ownership using information provided by the properties’ prior owners at the time of acquisition and not adjusted by the Company. For dispositions, assets held for sale and the New York Property, results have been excluded for the Company’s period of ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
Percent Change |
|
|
2025 |
|
|
2024 |
|
|
Percent Change |
|
ADR |
|
$ |
162.68 |
|
|
$ |
163.71 |
|
|
|
-0.6 |
% |
|
$ |
161.35 |
|
|
$ |
161.20 |
|
|
|
0.1 |
% |
Occupancy |
|
|
76.2 |
% |
|
|
77.1 |
% |
|
|
-1.2 |
% |
|
|
75.4 |
% |
|
|
76.5 |
% |
|
|
-1.4 |
% |
RevPAR |
|
$ |
124.01 |
|
|
$ |
126.29 |
|
|
|
-1.8 |
% |
|
$ |
121.67 |
|
|
$ |
123.34 |
|
|
|
-1.4 |
% |
Same Store Operating Results
The following table reflects certain operating statistics for the 212 hotels owned and held for use by the Company as of January 1, 2024 and during the entirety of the reporting periods being compared, excluding the New York Property (“Same Store Hotels”).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
Percent Change |
|
|
2025 |
|
|
2024 |
|
|
Percent Change |
|
ADR |
|
$ |
161.82 |
|
|
$ |
162.81 |
|
|
|
-0.6 |
% |
|
$ |
160.18 |
|
|
$ |
160.11 |
|
|
|
0.0 |
% |
Occupancy |
|
|
76.2 |
% |
|
|
77.2 |
% |
|
|
-1.3 |
% |
|
|
75.5 |
% |
|
|
76.5 |
% |
|
|
-1.3 |
% |
RevPAR |
|
$ |
123.35 |
|
|
$ |
125.67 |
|
|
|
-1.8 |
% |
|
$ |
120.94 |
|
|
$ |
122.48 |
|
|
|
-1.3 |
% |
As discussed above, hotel performance is impacted by many factors, including the economic conditions in the U.S. as well as each individual locality. During the first nine months of 2025, demand was modestly impacted across the portfolio by weather related travel disruption in January and February, reduced government travel and the impact of heightened macroeconomic uncertainty in the U.S. As a result, the Company’s Comparable Hotels and Same Store Hotels revenue and operating results generally decreased slightly during the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. The Company expects similar results for the remainder of the year and expects RevPAR for the full year of 2025 to be slightly lower than 2024, assuming the current macroeconomic environment continues.
Revenues
The Company’s principal source of revenue is hotel revenue consisting of room, food and beverage, and other related revenue. For the three months ended September 30, 2025 and 2024, the Company had total revenue of $373.9 million and $378.8 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company had total revenue of $1.1 billion in each period. For the three months ended September 30, 2025 and 2024, respectively, Comparable Hotels achieved combined average occupancy of 76.2% and 77.1%, ADR of $162.68 and $163.71, and RevPAR of $124.01 and $126.29. For the nine months ended September 30, 2025 and 2024, respectively, Comparable Hotels achieved combined average occupancy of 75.4% and 76.5%, ADR of $161.35 and $161.20, and RevPAR of $121.67 and $123.34. ADR is calculated as room revenue divided by the number of rooms sold, and RevPAR is calculated as occupancy multiplied by ADR.
Compared to the same periods in 2024, during the three and nine months ended September 30, 2025, the Company’s Comparable Hotels ADR generally remained unchanged while occupancy decreased by 1.2% and 1.4%, respectively, resulting in marginal decreases in Comparable Hotels RevPAR of 1.8% and 1.4%, respectively. The decline in revenue for the three months ended September 30, 2025, as compared to the same period of 2024, was primarily due to reduced government and business transient travel and the impact of heightened macroeconomic uncertainty in the U.S. The decline in revenue for the nine months ended September 30, 2025, as compared to the same period of 2024, was primarily due to weather-related travel disruption in January and February, reduced government travel, the impact of heightened macroeconomic uncertainty in the U.S. and the lack of the additional day of revenues that existed in 2024 from the leap year. Government demand softened late in the first quarter of 2025 following the current administration’s efforts to curtail government spending; it remained soft through the second and third quarters and is expected to continue to have a modestly negative impact on revenue should current conditions persist, particularly if the government shutdown continues for an extended period of time. Markets with significantly above-average growth in the third quarter of 2025, compared to the same period in 2024, for the Company included Anchorage, Norfolk/Virginia Beach, Portland (Maine), Richmond, Salt Lake City, St. Louis and Syracuse.
Hotel Operating Expense
Hotel operating expense consists of direct room operating expense, hotel administrative expense, sales and marketing expense, utilities expense, repair and maintenance expense, franchise fees and management fees. Hotel operating expense for the three months ended September 30, 2025 and 2024 totaled $222.0 million and $219.9 million, respectively, or 59.4% and 58.1% of total revenue for the respective periods. For the nine months ended September 30, 2025 and 2024, hotel operating expense totaled $642.4 million and $633.5 million, respectively, or 59.2% and 57.7% of total revenue for the respective periods. The increases in hotel operating expense for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, were primarily driven by increased labor costs, utility costs, repair and maintenance costs and general inflationary pressures throughout the overall economy. The Company continues to feel upward pressure on total payroll costs given a competitive labor market where the demand for strong hotel talent remains high. However, the rate of wage growth has slowed, and management companies have made progress in reducing their use of contract labor. For the remainder of 2025, the Company anticipates a similar operating expense environment. The Company continues to monitor its management companies’ efforts to realize operational efficiencies and mitigate the impact of cost pressures resulting from inflation and a tight labor market. The Company will continue to support its management companies to implement
adjustments to the hotel operating model in response to continued changes in the operating environment and guest preferences, including their efforts to maximize operational efficiency.
Property Taxes, Insurance and Other Expense
Property taxes, insurance and other expense for the three months ended September 30, 2025 and 2024 was $22.4 million and $20.9 million, respectively, or 6.0% and 5.5% of total revenue for the respective periods. For the nine months ended September 30, 2025 and 2024, property taxes, insurance and other expense totaled $68.7 million and $63.9 million, respectively, or 6.3% and 5.8% of total revenue for the respective periods. The increases in property taxes, insurance and other expense for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, were primarily due to increases in property taxes in certain markets and liability insurance premiums, partially offset by decreases in property insurance premiums. The Company will continue to proactively pursue tax assessment appeals in certain jurisdictions in an attempt to minimize tax increases, as warranted.
General and Administrative Expense
General and administrative expense for the three months ended September 30, 2025 and 2024 was $7.5 million and $9.2 million, respectively, or 2.0% and 2.4% of total revenue for the respective periods. For the nine months ended September 30, 2025 and 2024, general and administrative expense was $24.8 million and $30.8 million, respectively, or 2.3% and 2.8% of total revenue for the respective periods. The principal components of general and administrative expense are payroll and related benefit costs, executive incentive compensation, legal fees, accounting fees and reporting expenses. The decreases in general and administrative expense for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, were primarily due to decreased accruals for anticipated performance under the Company’s executive incentive compensation plan.
Impairment of Depreciable Real Estate
Impairment of depreciable real estate was approximately $5.7 million for the three and nine months ended September 30, 2025 due to two properties identified by the Company in the third quarter of 2025 for potential sale. See Note 3 titled “Assets Held for Sale and Dispositions” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for additional information concerning this impairment loss.
Depreciation and Amortization Expense
Depreciation and amortization expense for the three months ended September 30, 2025 and 2024 was $48.1 million in each period. For the nine months ended September 30, 2025 and 2024, depreciation and amortization expense was $144.1 million and $142.7 million, respectively. Depreciation and amortization expense primarily represents expense of the Company’s hotel buildings and related improvements, and associated personal property (furniture, fixtures, and equipment) for the respective periods owned. For the three months ended September 30, 2025, depreciation and amortization expense was relatively unchanged compared to the same period in 2024. The increase of approximately $1.4 million for the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to the capitalization of newly acquired hotels in 2024 and the first three quarters of 2025, which had higher purchase prices compared to the carrying values of the hotels disposed of during the same period, as well as renovations completed throughout 2024 and the first three quarters of 2025. Additionally, the timing of the acquisitions, disposals and renovations impacted depreciation, as assets acquired or placed into service earlier in the year contributed more to each respective year’s depreciation than those acquired or renovated later or disposed of earlier.
Interest and Other Expense, net
Interest and other expense, net for the three months ended September 30, 2025 and 2024 was $21.4 million and $21.2 million, respectively. For the nine months ended September 30, 2025 and 2024, interest and other expense, net was $61.7 million and $57.9 million, respectively. Interest and other expense, net for the nine months ended September 30, 2025 and 2024 is net of approximately $1.0 million and $0.7 million, respectively, of interest capitalized associated with renovation projects.
Interest expense related to the Company’s debt instruments for the three and nine months ended September 30, 2025 increased compared to the same periods of 2024 as a result of higher average borrowings associated with variable-rate debt and higher average interest rates on the Company's variable-rate debt. The Company anticipates interest expense for the remainder of 2025 will be relatively similar to the interest expense for the same period of 2024 as a result of increased borrowings being offset by lower average interest rates. The proportion of variable-rate debt that is fixed by interest rate swaps was lower over the nine months ended September 30, 2025 compared to the same period of 2024, as the Company had three interest rate swaps in effect on $150.0 million of variable-rate debt mature during the first nine months of 2025 and six interest rate swaps in effect on $285.0 million of variable-rate debt mature during 2024. However, this was partially offset as the Company entered into two new interest rate swaps in effect on $100.0 million of variable-rate debt during the third quarter of 2025 and four new interest rate swaps in effect on $200.0 million of variable-rate debt during 2024, but at higher fixed rates than the swap agreements that expired. If the Company continues to replace expiring
interest rate swaps in the current interest rate environment with new agreements, the Company anticipates those new agreements to be at higher rates than the expiring swap agreements.
Non-GAAP Financial Measures
The Company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its operating performance: Funds from Operations (“FFO”), Modified Funds from Operations (“MFFO”), Earnings Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”), Earnings Before Interest, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), Adjusted EBITDAre (“Adjusted EBITDAre”) and Adjusted Hotel EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income (loss), cash flow from operations or any other operating GAAP measure. FFO, MFFO, EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA are not necessarily indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions. Although FFO, MFFO, EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA, as calculated by the Company, may not be comparable to FFO, MFFO, EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA, as reported by other companies that do not define such terms exactly as the Company defines such terms, the Company believes these supplemental measures are useful to investors when comparing the Company’s results between periods and with other REITs.
FFO and MFFO
The Company calculates and presents FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains and losses from the sale of certain real estate assets (including gains and losses from change in control), extraordinary items as defined by GAAP, and the cumulative effect of changes in accounting principles, plus real estate related depreciation, amortization and impairments, and adjustments for unconsolidated affiliates. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. The Company further believes that by excluding the effects of these items, FFO is useful to investors in comparing its operating performance between periods and between REITs that report FFO using the Nareit definition. FFO as presented by the Company is applicable only to its common shareholders, but does not represent an amount that accrues directly to common shareholders.
The Company calculates MFFO by further adjusting FFO for the exclusion of amortization of finance ground lease assets, amortization of favorable and unfavorable operating leases, net and non-cash straight-line operating ground lease expense, as these expenses do not reflect the underlying performance of the related hotels. The Company presents MFFO when evaluating its performance because it believes that it provides further useful supplemental information to investors regarding its ongoing operating performance. In addition, MFFO is a component of a key compensation measure of operational performance within the 2025 Incentive Plan.
The following table reconciles the Company’s GAAP net income to FFO and MFFO for the three and nine months ended September 30, 2025 and 2024 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Net income |
|
$ |
50,880 |
|
|
$ |
56,266 |
|
|
$ |
145,749 |
|
|
$ |
184,247 |
|
Depreciation of real estate owned |
|
|
47,341 |
|
|
|
47,383 |
|
|
|
141,784 |
|
|
|
140,394 |
|
Gain on sale of real estate |
|
|
(4,380 |
) |
|
|
- |
|
|
|
(7,937 |
) |
|
|
(18,215 |
) |
Impairment of depreciable real estate |
|
|
5,724 |
|
|
|
2,896 |
|
|
|
5,724 |
|
|
|
2,896 |
|
Funds from operations |
|
|
99,565 |
|
|
|
106,545 |
|
|
|
285,320 |
|
|
|
309,322 |
|
Amortization of finance ground lease assets |
|
|
759 |
|
|
|
759 |
|
|
|
2,278 |
|
|
|
2,278 |
|
Amortization of favorable and unfavorable operating leases, net |
|
|
102 |
|
|
|
102 |
|
|
|
306 |
|
|
|
306 |
|
Non-cash straight-line operating ground lease expense |
|
|
31 |
|
|
|
33 |
|
|
|
95 |
|
|
|
102 |
|
Modified funds from operations |
|
$ |
100,457 |
|
|
$ |
107,439 |
|
|
$ |
287,999 |
|
|
$ |
312,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA
EBITDA is a commonly used measure of performance in many industries and is defined as net income (loss) excluding interest, income taxes, depreciation and amortization. The Company believes EBITDA is useful to investors because it helps the Company and its investors evaluate the ongoing operating performance of the Company by removing the impact of its capital structure (primarily
interest expense) and its asset base (primarily depreciation and amortization). In addition, certain covenants included in the agreements governing the Company’s indebtedness use EBITDA, as defined in the specific credit agreement, as a measure of financial compliance.
In addition to EBITDA, the Company also calculates and presents EBITDAre in accordance with standards established by Nareit, which defines EBITDAre as EBITDA, excluding gains and losses from the sale of certain real estate assets (including gains and losses from change in control), plus real estate related impairments, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. The Company presents EBITDAre because it believes that it provides further useful information to investors in comparing its operating performance between periods and between REITs that report EBITDAre using the Nareit definition.
The Company also considers the exclusion of non-cash straight-line operating ground lease expense from EBITDAre useful, as this expense does not reflect the underlying performance of the related hotels (Adjusted EBITDAre).
The Company further excludes actual corporate-level general and administrative expense for the Company as well as Adjusted EBITDAre from the non-hotel property (the New York Property) from Adjusted EBITDAre (Adjusted Hotel EBITDA) to isolate property-level operational performance over which the Company’s hotel operators have direct control. The Company believes Adjusted Hotel EBITDA provides useful supplemental information to investors regarding operating performance and it is used by management to measure the performance of the Company’s hotels and effectiveness of the operators of the hotels. In addition, Adjusted EBITDAre and Adjusted Hotel EBITDA are both components of key compensation measures of operational performance within the 2025 Incentive Plan.
The following table reconciles the Company’s GAAP net income to EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Net income |
|
$ |
50,880 |
|
|
$ |
56,266 |
|
|
$ |
145,749 |
|
|
$ |
184,247 |
|
Depreciation and amortization |
|
|
48,100 |
|
|
|
48,143 |
|
|
|
144,063 |
|
|
|
142,681 |
|
Amortization of favorable and unfavorable operating leases, net |
|
|
102 |
|
|
|
102 |
|
|
|
306 |
|
|
|
306 |
|
Interest and other expense, net |
|
|
21,375 |
|
|
|
21,217 |
|
|
|
61,735 |
|
|
|
57,896 |
|
Income tax expense |
|
|
242 |
|
|
|
243 |
|
|
|
723 |
|
|
|
713 |
|
EBITDA |
|
|
120,699 |
|
|
|
125,971 |
|
|
|
352,576 |
|
|
|
385,843 |
|
Gain on sale of real estate |
|
|
(4,380 |
) |
|
|
- |
|
|
|
(7,937 |
) |
|
|
(18,215 |
) |
Impairment of depreciable real estate |
|
|
5,724 |
|
|
|
2,896 |
|
|
|
5,724 |
|
|
|
2,896 |
|
EBITDAre |
|
|
122,043 |
|
|
|
128,867 |
|
|
|
350,363 |
|
|
|
370,524 |
|
Non-cash straight-line operating ground lease expense |
|
|
31 |
|
|
|
33 |
|
|
|
95 |
|
|
|
102 |
|
Adjusted EBITDAre |
|
|
122,074 |
|
|
|
128,900 |
|
|
|
350,458 |
|
|
|
370,626 |
|
General and administrative expense |
|
|
7,528 |
|
|
|
9,190 |
|
|
|
24,820 |
|
|
|
30,839 |
|
Adjusted EBITDAre from non-hotel property (1) |
|
|
- |
|
|
|
998 |
|
|
|
659 |
|
|
|
(904 |
) |
Adjusted Hotel EBITDA |
|
$ |
129,602 |
|
|
$ |
139,088 |
|
|
$ |
375,937 |
|
|
$ |
400,561 |
|
(1)Non-hotel property consists of the results of the New York Property that was leased to a third-party hotel operator before possession was recovered and operations reinstated through a third-party manager on April 4, 2025. This property’s Adjusted EBITDAre results are not included in Adjusted Hotel EBITDA beginning with the second half of 2023 through the first quarter of 2025.
Hotels Owned
As of September 30, 2025, the Company owned 220 hotels with an aggregate of 29,687 guest rooms located in 37 states and the District of Columbia, including four hotels with 367 guest rooms classified as held for sale which are expected to be sold in the fourth quarter of 2025. The following tables summarize the number of hotels and guest rooms by brand and by state:
|
|
|
|
|
|
|
|
|
Number of Hotels and Guest Rooms by Brand |
|
|
|
Number of |
|
|
Number of |
|
Brand |
|
Hotels |
|
|
Guest Rooms |
|
Hilton Garden Inn |
|
|
39 |
|
|
|
5,476 |
|
Hampton |
|
|
36 |
|
|
|
4,831 |
|
Courtyard |
|
|
34 |
|
|
|
4,892 |
|
Residence Inn |
|
|
30 |
|
|
|
3,695 |
|
Homewood Suites |
|
|
29 |
|
|
|
3,341 |
|
Fairfield |
|
|
10 |
|
|
|
1,213 |
|
Home2 Suites |
|
|
10 |
|
|
|
1,146 |
|
SpringHill Suites |
|
|
8 |
|
|
|
1,333 |
|
TownePlace Suites |
|
|
8 |
|
|
|
834 |
|
Embassy Suites |
|
|
4 |
|
|
|
770 |
|
AC Hotels |
|
|
4 |
|
|
|
702 |
|
Hyatt Place |
|
|
3 |
|
|
|
411 |
|
Hyatt House |
|
|
2 |
|
|
|
264 |
|
Marriott |
|
|
1 |
|
|
|
413 |
|
Independent |
|
|
1 |
|
|
|
209 |
|
Aloft Hotels |
|
|
1 |
|
|
|
157 |
|
Total |
|
|
220 |
|
|
|
29,687 |
|
|
|
|
|
|
|
|
|
|
Number of Hotels and Guest Rooms by State |
|
|
|
Number of |
|
|
Number of |
|
State |
|
Hotels |
|
|
Guest Rooms |
|
Alabama |
|
|
13 |
|
|
|
1,246 |
|
Alaska |
|
|
2 |
|
|
|
304 |
|
Arizona |
|
|
13 |
|
|
|
1,776 |
|
California |
|
|
26 |
|
|
|
3,722 |
|
Colorado |
|
|
4 |
|
|
|
567 |
|
Florida |
|
|
23 |
|
|
|
2,970 |
|
Georgia |
|
|
5 |
|
|
|
585 |
|
Idaho |
|
|
1 |
|
|
|
186 |
|
Illinois |
|
|
7 |
|
|
|
1,255 |
|
Indiana |
|
|
3 |
|
|
|
349 |
|
Iowa |
|
|
3 |
|
|
|
301 |
|
Kansas |
|
|
2 |
|
|
|
230 |
|
Kentucky |
|
|
1 |
|
|
|
156 |
|
Louisiana |
|
|
3 |
|
|
|
422 |
|
Maine |
|
|
3 |
|
|
|
514 |
|
Maryland |
|
|
2 |
|
|
|
233 |
|
Massachusetts |
|
|
3 |
|
|
|
330 |
|
Michigan |
|
|
1 |
|
|
|
148 |
|
Minnesota |
|
|
3 |
|
|
|
405 |
|
Mississippi |
|
|
2 |
|
|
|
168 |
|
Missouri |
|
|
4 |
|
|
|
544 |
|
Nebraska |
|
|
4 |
|
|
|
621 |
|
Nevada |
|
|
1 |
|
|
|
300 |
|
New Jersey |
|
|
5 |
|
|
|
629 |
|
New York |
|
|
4 |
|
|
|
555 |
|
North Carolina |
|
|
7 |
|
|
|
799 |
|
Ohio |
|
|
3 |
|
|
|
406 |
|
Oklahoma |
|
|
4 |
|
|
|
545 |
|
Oregon |
|
|
1 |
|
|
|
243 |
|
Pennsylvania |
|
|
4 |
|
|
|
525 |
|
South Carolina |
|
|
5 |
|
|
|
590 |
|
Tennessee |
|
|
9 |
|
|
|
1,164 |
|
Texas |
|
|
25 |
|
|
|
3,005 |
|
Utah |
|
|
6 |
|
|
|
919 |
|
Virginia |
|
|
11 |
|
|
|
1,667 |
|
Washington |
|
|
4 |
|
|
|
636 |
|
Wisconsin |
|
|
2 |
|
|
|
438 |
|
Washington, D.C. |
|
|
1 |
|
|
|
234 |
|
Total |
|
|
220 |
|
|
|
29,687 |
|
|
|
|
|
|
|
|
The following table summarizes the location, brand, manager, date acquired or completed and number of guest rooms for each of the 220 hotels that the Company owned as of September 30, 2025. As noted below, as of September 30, 2025, 14 of the Company’s properties are subject to ground leases and 12 of its hotels are encumbered by mortgages securing associated loan obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
City |
|
State |
|
Brand |
|
Manager |
|
Date Acquired or Completed |
|
Guest Rooms |
|
|
Anchorage |
|
AK |
|
Embassy Suites |
|
InnVentures |
|
4/30/2010 |
|
|
169 |
|
|
Anchorage |
|
AK |
|
Home2 Suites |
|
InnVentures |
|
12/1/2017 |
|
|
135 |
|
|
Auburn |
|
AL |
|
Hilton Garden Inn |
|
LBA |
|
3/1/2014 |
|
|
101 |
|
|
Birmingham |
|
AL |
|
Courtyard |
|
LBA |
|
3/1/2014 |
|
|
84 |
|
|
Birmingham |
|
AL |
|
Hilton Garden Inn |
|
LBA |
|
9/12/2017 |
|
|
104 |
|
|
Birmingham |
|
AL |
|
Home2 Suites |
|
LBA |
|
9/12/2017 |
|
|
106 |
|
|
Birmingham |
|
AL |
|
Homewood Suites |
|
McKibbon |
|
3/1/2014 |
|
|
95 |
|
|
Dothan |
|
AL |
|
Hilton Garden Inn |
|
LBA |
|
6/1/2009 |
|
|
104 |
|
|
Dothan |
|
AL |
|
Residence Inn |
|
LBA |
|
3/1/2014 |
|
|
84 |
|
|
Huntsville |
|
AL |
|
Hampton |
|
LBA |
|
9/1/2016 |
|
|
98 |
|
|
Huntsville |
|
AL |
|
Hilton Garden Inn |
|
LBA |
|
3/1/2014 |
|
|
101 |
|
|
Huntsville |
|
AL |
|
Home2 Suites |
|
LBA |
|
9/1/2016 |
|
|
77 |
|
|
Huntsville |
|
AL |
|
Homewood Suites |
|
LBA |
|
3/1/2014 |
|
|
107 |
|
|
Mobile |
|
AL |
|
Hampton |
|
McKibbon |
|
9/1/2016 |
|
|
101 |
|
(1) |
Prattville |
|
AL |
|
Courtyard |
|
LBA |
|
3/1/2014 |
|
|
84 |
|
|
Chandler |
|
AZ |
|
Courtyard |
|
North Central |
|
11/2/2010 |
|
|
150 |
|
|
Chandler |
|
AZ |
|
Fairfield |
|
North Central |
|
11/2/2010 |
|
|
110 |
|
|
Phoenix |
|
AZ |
|
Courtyard |
|
North Central |
|
11/2/2010 |
|
|
164 |
|
|
Phoenix |
|
AZ |
|
Hampton |
|
North Central |
|
9/1/2016 |
|
|
125 |
|
(1) |
Phoenix |
|
AZ |
|
Hampton |
|
North Central |
|
5/2/2018 |
|
|
210 |
|
|
Phoenix |
|
AZ |
|
Homewood Suites |
|
North Central |
|
9/1/2016 |
|
|
134 |
|
(1) |
Phoenix |
|
AZ |
|
Residence Inn |
|
North Central |
|
11/2/2010 |
|
|
129 |
|
|
Scottsdale |
|
AZ |
|
Hilton Garden Inn |
|
North Central |
|
9/1/2016 |
|
|
122 |
|
|
Tempe |
|
AZ |
|
Hyatt House |
|
Crestline |
|
8/13/2020 |
|
|
105 |
|
(1) |
Tempe |
|
AZ |
|
Hyatt Place |
|
Crestline |
|
8/13/2020 |
|
|
154 |
|
(1) |
Tucson |
|
AZ |
|
Hilton Garden Inn |
|
Western |
|
7/31/2008 |
|
|
125 |
|
|
Tucson |
|
AZ |
|
Residence Inn |
|
Western |
|
3/1/2014 |
|
|
124 |
|
|
Tucson |
|
AZ |
|
TownePlace Suites |
|
Western |
|
10/6/2011 |
|
|
124 |
|
|
Agoura Hills |
|
CA |
|
Homewood Suites |
|
Dimension |
|
3/1/2014 |
|
|
125 |
|
|
Burbank |
|
CA |
|
Courtyard |
|
Huntington |
|
8/11/2015 |
|
|
190 |
|
(2) |
Burbank |
|
CA |
|
Residence Inn |
|
Marriott |
|
3/1/2014 |
|
|
166 |
|
|
Burbank |
|
CA |
|
SpringHill Suites |
|
Marriott |
|
7/13/2015 |
|
|
170 |
|
(2) |
Clovis |
|
CA |
|
Hampton |
|
Dimension |
|
7/31/2009 |
|
|
86 |
|
(4) |
Clovis |
|
CA |
|
Homewood Suites |
|
Dimension |
|
2/2/2010 |
|
|
83 |
|
(4) |
Cypress |
|
CA |
|
Courtyard |
|
Dimension |
|
3/1/2014 |
|
|
180 |
|
|
Cypress |
|
CA |
|
Hampton |
|
Dimension |
|
6/29/2015 |
|
|
110 |
|
|
Oceanside |
|
CA |
|
Courtyard |
|
Marriott |
|
9/1/2016 |
|
|
142 |
|
(2) |
Oceanside |
|
CA |
|
Residence Inn |
|
Marriott |
|
3/1/2014 |
|
|
125 |
|
|
Rancho Bernardo/San Diego |
|
CA |
|
Courtyard |
|
InnVentures |
|
3/1/2014 |
|
|
210 |
|
|
Sacramento |
|
CA |
|
Hilton Garden Inn |
|
Dimension |
|
3/1/2014 |
|
|
153 |
|
|
San Bernardino |
|
CA |
|
Residence Inn |
|
InnVentures |
|
2/16/2011 |
|
|
95 |
|
|
San Diego |
|
CA |
|
Courtyard |
|
Huntington |
|
9/1/2015 |
|
|
245 |
|
(2) |
San Diego |
|
CA |
|
Hampton |
|
Dimension |
|
3/1/2014 |
|
|
177 |
|
(2) |
San Diego |
|
CA |
|
Hilton Garden Inn |
|
InnVentures |
|
3/1/2014 |
|
|
200 |
|
|
San Diego |
|
CA |
|
Residence Inn |
|
Dimension |
|
3/1/2014 |
|
|
122 |
|
|
San Jose |
|
CA |
|
Homewood Suites |
|
Dimension |
|
3/1/2014 |
|
|
140 |
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
City |
|
State |
|
Brand |
|
Manager |
|
Date Acquired or Completed |
|
Guest Rooms |
|
|
San Juan Capistrano |
|
CA |
|
Residence Inn |
|
Marriott |
|
9/1/2016 |
|
|
130 |
|
(1) |
Santa Ana |
|
CA |
|
Courtyard |
|
Dimension |
|
5/23/2011 |
|
|
155 |
|
(2) |
Santa Clarita |
|
CA |
|
Courtyard |
|
Dimension |
|
9/24/2008 |
|
|
140 |
|
|
Santa Clarita |
|
CA |
|
Fairfield |
|
Dimension |
|
10/29/2008 |
|
|
66 |
|
|
Santa Clarita |
|
CA |
|
Hampton |
|
Dimension |
|
10/29/2008 |
|
|
128 |
|
|
Santa Clarita |
|
CA |
|
Residence Inn |
|
Dimension |
|
10/29/2008 |
|
|
90 |
|
|
Tustin |
|
CA |
|
Fairfield |
|
Marriott |
|
9/1/2016 |
|
|
145 |
|
|
Tustin |
|
CA |
|
Residence Inn |
|
Marriott |
|
9/1/2016 |
|
|
149 |
|
|
Colorado Springs |
|
CO |
|
Hampton |
|
Chartwell |
|
9/1/2016 |
|
|
101 |
|
|
Denver |
|
CO |
|
Hilton Garden Inn |
|
InnVentures |
|
9/1/2016 |
|
|
221 |
|
|
Highlands Ranch |
|
CO |
|
Hilton Garden Inn |
|
Dimension |
|
3/1/2014 |
|
|
128 |
|
|
Highlands Ranch |
|
CO |
|
Residence Inn |
|
Dimension |
|
3/1/2014 |
|
|
117 |
|
|
Boca Raton |
|
FL |
|
Hilton Garden Inn |
|
Dimension |
|
9/1/2016 |
|
|
149 |
|
|
Cape Canaveral |
|
FL |
|
Hampton |
|
LBA |
|
4/30/2020 |
|
|
116 |
|
|
Cape Canaveral |
|
FL |
|
Homewood Suites |
|
LBA |
|
9/1/2016 |
|
|
153 |
|
|
Cape Canaveral |
|
FL |
|
Home2 Suites |
|
LBA |
|
4/30/2020 |
|
|
108 |
|
|
Fort Lauderdale |
|
FL |
|
Hampton |
|
Dimension |
|
6/23/2015 |
|
|
156 |
|
|
Fort Lauderdale |
|
FL |
|
Residence Inn |
|
LBA |
|
9/1/2016 |
|
|
156 |
|
|
Gainesville |
|
FL |
|
Hilton Garden Inn |
|
McKibbon |
|
9/1/2016 |
|
|
104 |
|
|
Gainesville |
|
FL |
|
Homewood Suites |
|
McKibbon |
|
9/1/2016 |
|
|
103 |
|
|
Jacksonville |
|
FL |
|
Homewood Suites |
|
McKibbon |
|
3/1/2014 |
|
|
119 |
|
|
Jacksonville |
|
FL |
|
Hyatt Place |
|
Crestline |
|
12/7/2018 |
|
|
127 |
|
|
Miami |
|
FL |
|
Courtyard |
|
Dimension |
|
3/1/2014 |
|
|
118 |
|
(1) |
Miami |
|
FL |
|
Hampton |
|
HHM |
|
4/9/2010 |
|
|
121 |
|
|
Miami |
|
FL |
|
Homewood Suites |
|
Dimension |
|
3/1/2014 |
|
|
162 |
|
|
Orlando |
|
FL |
|
Fairfield |
|
Marriott |
|
7/1/2009 |
|
|
200 |
|
|
Orlando |
|
FL |
|
Home2 Suites |
|
LBA |
|
3/19/2019 |
|
|
128 |
|
|
Orlando |
|
FL |
|
SpringHill Suites |
|
Marriott |
|
7/1/2009 |
|
|
200 |
|
|
Panama City |
|
FL |
|
Hampton |
|
LBA |
|
3/12/2009 |
|
|
95 |
|
|
Panama City |
|
FL |
|
TownePlace Suites |
|
LBA |
|
1/19/2010 |
|
|
103 |
|
|
Pensacola |
|
FL |
|
TownePlace Suites |
|
McKibbon |
|
9/1/2016 |
|
|
97 |
|
|
Tallahassee |
|
FL |
|
Fairfield |
|
LBA |
|
9/1/2016 |
|
|
97 |
|
|
Tallahassee |
|
FL |
|
Hilton Garden Inn |
|
LBA |
|
3/1/2014 |
|
|
85 |
|
(1) |
Tampa |
|
FL |
|
Embassy Suites |
|
HHM |
|
11/2/2010 |
|
|
147 |
|
|
Tampa |
|
FL |
|
Homewood Suites |
|
HHM |
|
6/10/2025 |
|
|
126 |
|
|
Atlanta/Downtown |
|
GA |
|
Hampton |
|
McKibbon |
|
2/5/2018 |
|
|
119 |
|
|
Atlanta/Perimeter Dunwoody |
|
GA |
|
Hampton |
|
LBA |
|
6/28/2018 |
|
|
132 |
|
|
Atlanta |
|
GA |
|
Home2 Suites |
|
McKibbon |
|
7/1/2016 |
|
|
128 |
|
|
Macon |
|
GA |
|
Hilton Garden Inn |
|
LBA |
|
3/1/2014 |
|
|
101 |
|
(1) |
Savannah |
|
GA |
|
Hilton Garden Inn |
|
Newport |
|
3/1/2014 |
|
|
105 |
|
(1) |
Cedar Rapids |
|
IA |
|
Hampton |
|
Chartwell |
|
9/1/2016 |
|
|
103 |
|
(4) |
Cedar Rapids |
|
IA |
|
Homewood Suites |
|
Chartwell |
|
9/1/2016 |
|
|
95 |
|
(4) |
Davenport |
|
IA |
|
Hampton |
|
Chartwell |
|
9/1/2016 |
|
|
103 |
|
|
Boise |
|
ID |
|
Hampton |
|
Raymond |
|
4/30/2010 |
|
|
186 |
|
(2) |
Des Plaines |
|
IL |
|
Hilton Garden Inn |
|
Raymond |
|
9/1/2016 |
|
|
253 |
|
|
Hoffman Estates |
|
IL |
|
Hilton Garden Inn |
|
HHM |
|
9/1/2016 |
|
|
184 |
|
|
Mettawa |
|
IL |
|
Hilton Garden Inn |
|
HHM |
|
11/2/2010 |
|
|
170 |
|
|
Mettawa |
|
IL |
|
Residence Inn |
|
HHM |
|
11/2/2010 |
|
|
130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
City |
|
State |
|
Brand |
|
Manager |
|
Date Acquired or Completed |
|
Guest Rooms |
|
|
Rosemont |
|
IL |
|
Hampton |
|
Raymond |
|
9/1/2016 |
|
|
158 |
|
|
Skokie |
|
IL |
|
Hampton |
|
Raymond |
|
9/1/2016 |
|
|
225 |
|
|
Warrenville |
|
IL |
|
Hilton Garden Inn |
|
HHM |
|
11/2/2010 |
|
|
135 |
|
|
Merrillville |
|
IN |
|
Hilton Garden Inn |
|
HHM |
|
9/1/2016 |
|
|
124 |
|
|
Mishawaka |
|
IN |
|
Residence Inn |
|
HHM |
|
11/2/2010 |
|
|
106 |
|
|
South Bend |
|
IN |
|
Fairfield |
|
HHM |
|
9/1/2016 |
|
|
119 |
|
|
Overland Park |
|
KS |
|
Fairfield |
|
Raymond |
|
3/1/2014 |
|
|
110 |
|
|
Overland Park |
|
KS |
|
Residence Inn |
|
Raymond |
|
3/1/2014 |
|
|
120 |
|
|
Louisville |
|
KY |
|
AC Hotels |
|
Concord |
|
10/25/2022 |
|
|
156 |
|
|
Lafayette |
|
LA |
|
Hilton Garden Inn |
|
LBA |
|
7/30/2010 |
|
|
153 |
|
(1) |
Lafayette |
|
LA |
|
SpringHill Suites |
|
LBA |
|
6/23/2011 |
|
|
103 |
|
|
New Orleans |
|
LA |
|
Homewood Suites |
|
Dimension |
|
3/1/2014 |
|
|
166 |
|
|
Marlborough |
|
MA |
|
Residence Inn |
|
Crestline |
|
3/1/2014 |
|
|
112 |
|
|
Westford |
|
MA |
|
Hampton |
|
Crestline |
|
3/1/2014 |
|
|
110 |
|
|
Westford |
|
MA |
|
Residence Inn |
|
Crestline |
|
3/1/2014 |
|
|
108 |
|
|
Annapolis |
|
MD |
|
Hilton Garden Inn |
|
Crestline |
|
3/1/2014 |
|
|
126 |
|
|
Silver Spring |
|
MD |
|
Hilton Garden Inn |
|
Crestline |
|
7/30/2010 |
|
|
107 |
|
|
Portland |
|
ME |
|
AC Hotels |
|
Crestline |
|
8/20/2021 |
|
|
178 |
|
|
Portland |
|
ME |
|
Aloft Hotels |
|
Crestline |
|
9/10/2021 |
|
|
157 |
|
|
Portland |
|
ME |
|
Residence Inn |
|
Crestline |
|
10/13/2017 |
|
|
179 |
|
(2) |
Novi |
|
MI |
|
Hilton Garden Inn |
|
HHM |
|
11/2/2010 |
|
|
148 |
|
|
Maple Grove |
|
MN |
|
Hilton Garden Inn |
|
North Central |
|
9/1/2016 |
|
|
121 |
|
|
Rochester |
|
MN |
|
Hampton |
|
Raymond |
|
8/3/2009 |
|
|
124 |
|
|
St. Paul |
|
MN |
|
Hampton |
|
Raymond |
|
3/4/2019 |
|
|
160 |
|
|
Kansas City |
|
MO |
|
Hampton |
|
Raymond |
|
8/31/2010 |
|
|
122 |
|
|
Kansas City |
|
MO |
|
Residence Inn |
|
Raymond |
|
3/1/2014 |
|
|
106 |
|
|
St. Louis |
|
MO |
|
Hampton |
|
Raymond |
|
8/31/2010 |
|
|
190 |
|
|
St. Louis |
|
MO |
|
Hampton |
|
Raymond |
|
4/30/2010 |
|
|
126 |
|
|
Hattiesburg |
|
MS |
|
Courtyard |
|
LBA |
|
3/1/2014 |
|
|
84 |
|
|
Hattiesburg |
|
MS |
|
Residence Inn |
|
LBA |
|
12/11/2008 |
|
|
84 |
|
|
Carolina Beach |
|
NC |
|
Courtyard |
|
Crestline |
|
3/1/2014 |
|
|
144 |
|
|
Charlotte |
|
NC |
|
Fairfield |
|
Newport |
|
9/1/2016 |
|
|
94 |
|
|
Durham |
|
NC |
|
Homewood Suites |
|
McKibbon |
|
12/4/2008 |
|
|
122 |
|
|
Fayetteville |
|
NC |
|
Home2 Suites |
|
LBA |
|
2/3/2011 |
|
|
118 |
|
|
Jacksonville |
|
NC |
|
Home2 Suites |
|
LBA |
|
9/1/2016 |
|
|
105 |
|
|
Wilmington |
|
NC |
|
Fairfield |
|
Crestline |
|
3/1/2014 |
|
|
122 |
|
|
Winston-Salem |
|
NC |
|
Hampton |
|
McKibbon |
|
9/1/2016 |
|
|
94 |
|
|
Omaha |
|
NE |
|
Courtyard |
|
Marriott |
|
3/1/2014 |
|
|
181 |
|
|
Omaha |
|
NE |
|
Hampton |
|
HHM |
|
9/1/2016 |
|
|
139 |
|
|
Omaha |
|
NE |
|
Hilton Garden Inn |
|
HHM |
|
9/1/2016 |
|
|
178 |
|
(2) |
Omaha |
|
NE |
|
Homewood Suites |
|
HHM |
|
9/1/2016 |
|
|
123 |
|
|
Cranford |
|
NJ |
|
Homewood Suites |
|
Dimension |
|
3/1/2014 |
|
|
108 |
|
|
Mahwah |
|
NJ |
|
Homewood Suites |
|
Dimension |
|
3/1/2014 |
|
|
110 |
|
|
Mount Laurel |
|
NJ |
|
Homewood Suites |
|
Newport |
|
1/11/2011 |
|
|
118 |
|
|
Somerset |
|
NJ |
|
Courtyard |
|
Newport |
|
3/1/2014 |
|
|
162 |
|
(1) |
West Orange |
|
NJ |
|
Courtyard |
|
Newport |
|
1/11/2011 |
|
|
131 |
|
|
Las Vegas |
|
NV |
|
SpringHill Suites |
|
Highgate |
|
12/27/2023 |
|
|
300 |
|
|
Islip/Ronkonkoma |
|
NY |
|
Hilton Garden Inn |
|
Crestline |
|
3/1/2014 |
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
City |
|
State |
|
Brand |
|
Manager |
|
Date Acquired or Completed |
|
Guest Rooms |
|
|
New York |
|
NY |
|
Independent |
|
Highgate |
|
3/1/2014 |
|
|
209 |
|
(1) (3) |
Syracuse |
|
NY |
|
Courtyard |
|
Crestline |
|
10/16/2015 |
|
|
102 |
|
|
Syracuse |
|
NY |
|
Residence Inn |
|
Crestline |
|
10/16/2015 |
|
|
78 |
|
|
Cleveland |
|
OH |
|
Courtyard |
|
Concord |
|
6/30/2023 |
|
|
154 |
|
|
Mason |
|
OH |
|
Hilton Garden Inn |
|
Raymond |
|
9/1/2016 |
|
|
110 |
|
|
Twinsburg |
|
OH |
|
Hilton Garden Inn |
|
Concord |
|
10/7/2008 |
|
|
142 |
|
|
Oklahoma City |
|
OK |
|
Hampton |
|
Raymond |
|
5/28/2010 |
|
|
200 |
|
|
Oklahoma City |
|
OK |
|
Hilton Garden Inn |
|
Raymond |
|
9/1/2016 |
|
|
155 |
|
|
Oklahoma City |
|
OK |
|
Homewood Suites |
|
Raymond |
|
9/1/2016 |
|
|
100 |
|
|
Oklahoma City (West) |
|
OK |
|
Homewood Suites |
|
Chartwell |
|
9/1/2016 |
|
|
90 |
|
|
Portland |
|
OR |
|
Hampton |
|
Raymond |
|
11/17/2021 |
|
|
243 |
|
|
Collegeville/Philadelphia |
|
PA |
|
Courtyard |
|
Newport |
|
11/15/2010 |
|
|
132 |
|
|
Malvern/Philadelphia |
|
PA |
|
Courtyard |
|
Newport |
|
11/30/2010 |
|
|
127 |
|
|
Pittsburgh |
|
PA |
|
AC Hotels |
|
Concord |
|
10/25/2022 |
|
|
134 |
|
|
Pittsburgh |
|
PA |
|
Hampton |
|
Newport |
|
12/31/2008 |
|
|
132 |
|
|
Charleston |
|
SC |
|
Home2 Suites |
|
LBA |
|
9/1/2016 |
|
|
122 |
|
|
Columbia |
|
SC |
|
Hilton Garden Inn |
|
Newport |
|
3/1/2014 |
|
|
143 |
|
|
Columbia |
|
SC |
|
TownePlace Suites |
|
Newport |
|
9/1/2016 |
|
|
91 |
|
|
Greenville |
|
SC |
|
Hyatt Place |
|
Crestline |
|
9/1/2021 |
|
|
130 |
|
|
Hilton Head |
|
SC |
|
Hilton Garden Inn |
|
McKibbon |
|
3/1/2014 |
|
|
104 |
|
|
Franklin |
|
TN |
|
Courtyard |
|
Chartwell |
|
9/1/2016 |
|
|
126 |
|
|
Franklin |
|
TN |
|
Residence Inn |
|
Chartwell |
|
9/1/2016 |
|
|
124 |
|
|
Knoxville |
|
TN |
|
Homewood Suites |
|
McKibbon |
|
9/1/2016 |
|
|
103 |
|
|
Knoxville |
|
TN |
|
SpringHill Suites |
|
McKibbon |
|
9/1/2016 |
|
|
103 |
|
|
Memphis |
|
TN |
|
Hampton |
|
Crestline |
|
2/5/2018 |
|
|
144 |
|
|
Memphis |
|
TN |
|
Hilton Garden Inn |
|
Crestline |
|
10/28/2021 |
|
|
150 |
|
|
Nashville |
|
TN |
|
Hilton Garden Inn |
|
Dimension |
|
9/30/2010 |
|
|
194 |
|
|
Nashville |
|
TN |
|
Home2 Suites |
|
Dimension |
|
5/31/2012 |
|
|
119 |
|
|
Nashville |
|
TN |
|
TownePlace Suites |
|
Chartwell |
|
9/1/2016 |
|
|
101 |
|
|
Addison |
|
TX |
|
SpringHill Suites |
|
Marriott |
|
3/1/2014 |
|
|
159 |
|
|
Arlington |
|
TX |
|
Hampton |
|
Western |
|
12/1/2010 |
|
|
98 |
|
|
Austin |
|
TX |
|
Courtyard |
|
HHM |
|
11/2/2010 |
|
|
145 |
|
(5) |
Austin |
|
TX |
|
Fairfield |
|
HHM |
|
11/2/2010 |
|
|
150 |
|
(5) |
Austin |
|
TX |
|
Hampton |
|
Dimension |
|
4/14/2009 |
|
|
124 |
|
|
Austin |
|
TX |
|
Homewood Suites |
|
Dimension |
|
4/14/2009 |
|
|
97 |
|
|
Austin/Round Rock |
|
TX |
|
Hampton |
|
Dimension |
|
3/6/2009 |
|
|
94 |
|
|
Austin/Round Rock |
|
TX |
|
Homewood Suites |
|
Dimension |
|
9/1/2016 |
|
|
115 |
|
|
Dallas |
|
TX |
|
Homewood Suites |
|
Western |
|
9/1/2016 |
|
|
130 |
|
|
Denton |
|
TX |
|
Homewood Suites |
|
Chartwell |
|
9/1/2016 |
|
|
107 |
|
|
El Paso |
|
TX |
|
Homewood Suites |
|
Western |
|
3/1/2014 |
|
|
114 |
|
|
Fort Worth |
|
TX |
|
Courtyard |
|
LBA |
|
2/2/2017 |
|
|
124 |
|
|
Fort Worth |
|
TX |
|
Hilton Garden Inn |
|
Raymond |
|
11/17/2021 |
|
|
157 |
|
|
Fort Worth |
|
TX |
|
Homewood Suites |
|
Raymond |
|
11/17/2021 |
|
|
112 |
|
|
Fort Worth |
|
TX |
|
TownePlace Suites |
|
Western |
|
7/19/2010 |
|
|
140 |
|
|
Frisco |
|
TX |
|
Hilton Garden Inn |
|
Western |
|
12/31/2008 |
|
|
102 |
|
|
Grapevine |
|
TX |
|
Hilton Garden Inn |
|
Western |
|
9/24/2010 |
|
|
110 |
|
|
Houston |
|
TX |
|
Courtyard |
|
LBA |
|
9/1/2016 |
|
|
124 |
|
|
Houston |
|
TX |
|
Residence Inn |
|
Western |
|
3/1/2014 |
|
|
129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
City |
|
State |
|
Brand |
|
Manager |
|
Date Acquired or Completed |
|
Guest Rooms |
|
|
Houston |
|
TX |
|
Residence Inn |
|
Western |
|
9/1/2016 |
|
|
120 |
|
|
Lewisville |
|
TX |
|
Hilton Garden Inn |
|
Western |
|
10/16/2008 |
|
|
165 |
|
|
San Antonio |
|
TX |
|
TownePlace Suites |
|
Western |
|
3/1/2014 |
|
|
106 |
|
|
Shenandoah |
|
TX |
|
Courtyard |
|
LBA |
|
9/1/2016 |
|
|
124 |
|
|
Stafford |
|
TX |
|
Homewood Suites |
|
Western |
|
3/1/2014 |
|
|
78 |
|
|
Texarkana |
|
TX |
|
Hampton |
|
Western |
|
1/31/2011 |
|
|
81 |
|
|
Provo |
|
UT |
|
Residence Inn |
|
Dimension |
|
3/1/2014 |
|
|
114 |
|
(6) |
Salt Lake City |
|
UT |
|
Courtyard |
|
North Central |
|
10/11/2023 |
|
|
175 |
|
|
Salt Lake City |
|
UT |
|
Hyatt House |
|
North Central |
|
10/11/2023 |
|
|
159 |
|
|
Salt Lake City |
|
UT |
|
Residence Inn |
|
Huntington |
|
10/20/2017 |
|
|
136 |
|
|
Salt Lake City |
|
UT |
|
SpringHill Suites |
|
HHM |
|
11/2/2010 |
|
|
143 |
|
|
South Jordan |
|
UT |
|
Embassy Suites |
|
HHM |
|
11/21/2023 |
|
|
192 |
|
|
Alexandria |
|
VA |
|
Courtyard |
|
Marriott |
|
3/1/2014 |
|
|
178 |
|
|
Alexandria |
|
VA |
|
SpringHill Suites |
|
Marriott |
|
3/28/2011 |
|
|
155 |
|
|
Charlottesville |
|
VA |
|
Courtyard |
|
Crestline |
|
3/1/2014 |
|
|
139 |
|
|
Manassas |
|
VA |
|
Residence Inn |
|
Crestline |
|
2/16/2011 |
|
|
107 |
|
|
Richmond |
|
VA |
|
Courtyard |
|
White Lodging |
|
12/8/2014 |
|
|
135 |
|
(2) |
Richmond |
|
VA |
|
Marriott |
|
White Lodging |
|
3/1/2014 |
|
|
413 |
|
(1) |
Richmond |
|
VA |
|
Residence Inn |
|
White Lodging |
|
12/8/2014 |
|
|
75 |
|
(2) |
Suffolk |
|
VA |
|
Courtyard |
|
Crestline |
|
3/1/2014 |
|
|
92 |
|
|
Suffolk |
|
VA |
|
TownePlace Suites |
|
Crestline |
|
3/1/2014 |
|
|
72 |
|
|
Virginia Beach |
|
VA |
|
Courtyard |
|
Crestline |
|
3/1/2014 |
|
|
141 |
|
|
Virginia Beach |
|
VA |
|
Courtyard |
|
Crestline |
|
3/1/2014 |
|
|
160 |
|
|
Kirkland |
|
WA |
|
Courtyard |
|
InnVentures |
|
3/1/2014 |
|
|
150 |
|
|
Renton |
|
WA |
|
Residence Inn |
|
InnVentures |
|
10/18/2023 |
|
|
146 |
|
|
Seattle |
|
WA |
|
Residence Inn |
|
InnVentures |
|
3/1/2014 |
|
|
234 |
|
|
Tukwila |
|
WA |
|
Homewood Suites |
|
Dimension |
|
3/1/2014 |
|
|
106 |
|
|
Madison |
|
WI |
|
Hilton Garden Inn |
|
Raymond |
|
2/18/2021 |
|
|
176 |
|
|
Madison |
|
WI |
|
Embassy Suites |
|
Raymond |
|
6/20/2024 |
|
|
262 |
|
|
Washington, D.C. |
|
- |
|
AC Hotels |
|
HHM |
|
3/25/2024 |
|
|
234 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
29,687 |
|
|
(1)Property is subject to ground lease.
(2)Hotel is encumbered by mortgage.
(3)As of September 30, 2025, the New York Property was included in the Company’s hotel and guest room counts. On April 4, 2025, the Company recovered possession of this property and reinstated operations of the hotel's 209 guest rooms through a third-party manager engaged by the Company. From May 2023 through March 2025, the Company classified the property as a “non-hotel property” and excluded it from hotel and guest room counts, as it was leased to a third-party hotel operator. Following the third-party hotel operator's failure to make lease payments, the Company commenced legal proceedings in 2024 to remove the third-party hotel operator from possession of the property. In April 2025, the Company and the third-party hotel operator entered into an agreement to mutually release all claims, to terminate the lease and for the third-party hotel operator to voluntarily surrender possession of the property back to the Company.
(4)Hotels are classified as held for sale as of September 30, 2025, and are expected to be sold in the fourth quarter of 2025.
(5)Manager noted is as of September 30, 2025. Effective October 1, 2025, management responsibility of this property was transferred from Hersha Hospitality Management L.P. (“HHM”) to Dimension Development Two, LLC (“Dimension”).
(6)Manager noted is as of September 30, 2025. Effective November 1, 2025, management responsibility of this property was transferred from Dimension to North Central Hospitality, LLC (“North Central”).
Related Parties
The Company has engaged in, and is expected to continue to engage in, transactions with related parties. These transactions cannot be construed as being at arm’s length, and the results of the Company’s operations may have been different if these transactions were conducted with non-related parties. See Note 6 titled “Related Parties” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for additional information concerning the Company’s related party transactions.
Liquidity and Capital Resources
Capital Resources
The Company’s principal short-term sources of liquidity are the operating cash flows generated from the Company’s properties and availability under its Revolving Credit Facility. Over the long term, the Company may receive proceeds from strategic additional secured and unsecured debt financing, dispositions of its hotel properties and offerings of the Company’s common shares, including pursuant to the Company’s current at-the-market offering program. Macroeconomic pressures, including inflation, increases in interest rates and general market uncertainty, could impact the Company’s ability to raise debt or equity capital to fund long-term liquidity requirements in a cost-effective manner.
As of September 30, 2025, the Company had $1.5 billion of total outstanding debt consisting of $215.2 million of mortgage debt and $1.3 billion outstanding under its unsecured credit facilities, excluding unamortized debt issuance costs and fair value adjustments. As of September 30, 2025, the Company had available corporate cash on hand of approximately $50.3 million, and unused borrowing capacity under its Revolving Credit Facility of approximately $647.9 million after taking a $2.1 million letter of credit into account. On July 24, 2025, the Company repaid all amounts outstanding under the $225 million term loan facility and entered into a new term loan facility with a principal amount of $385 million and a maturity date of July 31, 2030. Proceeds from the $385 million term loan facility were also used to repay the balance outstanding under the Revolving Credit Facility.
The credit agreements governing the unsecured credit facilities contain customary affirmative and negative covenants and events of default. The credit agreements require that the Company comply with various covenants, which include, among others, a minimum tangible net worth, maximum debt limits, minimum interest and fixed charge coverage ratios, and restrictions on certain investments. The Company was in compliance with the applicable covenants as of September 30, 2025.
See Note 4 titled “Debt” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for details regarding the Company’s debt agreements as of September 30, 2025.
The Company has a universal shelf registration statement on Form S-3 (No. 333-285184) that was automatically effective upon filing on February 25, 2025. The Company may offer an indeterminate number or amount, as the case may be, of (1) common shares, no par value per share; (2) preferred shares, no par value per share; (3) depository shares representing the Company’s preferred shares; (4) warrants exercisable for the Company’s common shares, preferred shares or depository shares representing preferred shares; (5) rights to purchase common shares; and (6) unsecured senior or subordinate debt securities, all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.
On February 23, 2024, the Company entered into an equity distribution agreement pursuant to which the Company may sell, from time to time, up to an aggregate of $500 million of its common shares under the ATM Program. No common shares were sold under the Company’s ATM Program during the three and nine months ended September 30, 2025 or during the year ended December 31, 2024. The Company plans to use future net proceeds from the sale of shares under the ATM Program, or a similar successor program, for general corporate purposes, which may include, among other things, acquisitions of additional properties, the repayment of outstanding indebtedness, capital expenditures, improvement of properties in its portfolio and working capital. The Company may also use the future net proceeds to acquire another REIT or other company that invests in income-producing properties. Future offerings will depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company’s common shares and opportunities for uses of any proceeds.
Capital Uses
The Company anticipates that cash flow from operations, availability under its Revolving Credit Facility, additional borrowings, and proceeds from hotel dispositions and equity offerings will be adequate to meet its anticipated liquidity requirements, including required distributions to shareholders, share repurchases, capital improvements, debt service, hotel acquisitions, lease commitments, and cash management activities.
Distributions
The Company generally must distribute annually at least 90% of its REIT taxable income, subject to certain adjustments and excluding any net capital gain, in order to maintain its REIT status. On September 18, 2025, the Company declared a monthly cash distribution of $0.08 per common share, paid on October 15, 2025, to shareholders of record as of September 30, 2025. For the three and nine months ended September 30, 2025, the Company paid distributions of $0.24 and $0.77 per common share, respectively, for a total of $56.8 million and $183.5 million, respectively. Subsequent to quarter end, on October 20, 2025, the Company declared a monthly cash distribution of $0.08 per common share, payable on November 17, 2025, to shareholders of record as of October 31, 2025.
The Company's current annual distribution rate, payable monthly, is $0.96 per common share. As it has done historically, due to seasonality, the Company may use its Revolving Credit Facility to maintain the consistency of the monthly distribution rate, taking into consideration any acquisitions, dispositions, capital improvements and economic cycles. While management currently expects monthly cash distributions to continue at $0.08 per common share, any distribution will be subject to approval of the Company’s Board of Directors, and there can be no assurance of the classification, timing or duration of distributions at any particular distribution rate. The Board of Directors monitors the Company’s distribution rate relative to the performance of its hotels on an ongoing basis and may make adjustments to the distribution rate as determined to be prudent in relation to other cash requirements of the Company or to the extent required to maintain the Company’s REIT status. If cash flows from operations and the Revolving Credit Facility are not adequate to meet liquidity requirements, the Company may utilize additional financing sources to make distributions. Although the Company has relatively low levels of debt, there can be no assurance it will be successful with this strategy, and it may need to reduce its distributions to minimum levels required to maintain its qualification as a real estate investment trust. If the Company were unable to extend its maturing debt in future periods or if it were to default on its debt, it may be unable to make distributions.
Share Repurchases
In May 2025, the Company’s Board of Directors approved a one-year extension of its existing Share Repurchase Program, authorizing share repurchases up to an aggregate of $262.6 million. The Share Repurchase Program may be suspended or terminated at any time by the Company and will end in July 2026 if not terminated or extended earlier. The Company previously entered into and expects to continue to enter into written trading plans as part of the Share Repurchase Program that provide for share repurchases in open market transactions that are intended to comply with Rule 10b5-1 under the Exchange Act. During the three months ended September 30, 2025, the Company purchased, under its Share Repurchase Program, approximately 0.2 million of its common shares at a weighted-average market purchase price of approximately $11.99 per common share for an aggregate purchase price, including commissions, of approximately $2.0 million, bringing the total share repurchases for the nine months ended September 30, 2025, to approximately 3.5 million common shares at a weighted-average market purchase price of approximately $12.79 per common share for an aggregate purchase price, including commissions, of approximately $45.2 million. Purchases under the Share Repurchase Program have been funded, and the Company intends to fund future share repurchases, with cash on hand, proceeds from dispositions or availability under its unsecured credit facilities, subject to applicable restrictions under the Company’s unsecured credit facilities (if any). The timing of share repurchases and the number of common shares to be purchased under the Share Repurchase Program will also depend upon prevailing market conditions, regulatory requirements and other factors. As of September 30, 2025, approximately $255.6 million remained available for purchase under the Share Repurchase Program.
Capital Improvements
Management routinely monitors the condition and operations of its hotels and plans renovations and other improvements as it deems prudent. The Company is committed to maintaining and enhancing each property’s competitive position in its market. The Company has invested in and plans to continue to reinvest in its hotels. Under certain loan and management agreements, the Company is required to place in escrow funds for the repair, replacement and refurbishing of furniture, fixtures, and equipment at the applicable hotels, based on a percentage of the hotel’s gross revenues, provided that such amount may be used for the Company’s capital expenditures with respect to those hotels. As of September 30, 2025, the Company held approximately $31.7 million in reserves related to these properties. During the nine months ended September 30, 2025, the Company invested approximately $49.6 million in capital expenditures. The Company anticipates spending approximately $80 million to $90 million during 2025, which includes
various comprehensive renovation projects for approximately 20 properties, however, inflationary pressures, supply chain shortages or tariffs, among other issues, may result in increased costs and delays for anticipated projects.
During the third quarter of 2025, the Company entered into a contract to develop a dual-branded property which will include an AC Hotel and a Residence Inn in Las Vegas, Nevada on land the Company owns that is adjacent to its SpringHill Suites. The Company expects to spend a total of approximately $143.7 million to develop the hotels, which are currently planned to be completed and opened for business in the second quarter of 2028.
Upcoming Debt Maturities and Debt Service Payments
As of September 30, 2025, the Company had approximately $257.2 million of principal and interest payments due on its debt over the next 12 months. Included in this total is a $29.4 million mortgage covering two properties, which was repaid in full on its maturity date, October 1, 2025, a $19.7 million mortgage that matures in the second quarter of 2026, and a $130.0 million unsecured term loan that matures in the third quarter of 2026. The Company plans to pay outstanding amounts and service payments due upon the upcoming debt maturity dates using one or a combination of any of the following: funds from operations, borrowings under its Revolving Credit Facility, proceeds from new financing, available credit extensions under its unsecured credit facilities or by refinancing the maturing debt. The Company may also pursue amendments with its lenders to extend the maturity date of any expiring loans. The $130 million term loan facility matures on July 25, 2026, but it can be extended up to one year, subject to certain conditions including covenant compliance and payment of additional fees. The Company presently has the ability to exercise this extension. The Revolving Credit Facility, which has a zero balance as of September 30, 2025, matures on July 25, 2026, but it can be extended up to one year, subject to certain conditions including covenant compliance and payment of additional fees. The Company presently has the ability to exercise this extension. Interest expense related to the Company’s unsecured credit facilities over the next 12 months is expected to be similar to the previous 12 months as a result of increased borrowings offset by lower average interest rates. The proportion of variable-rate debt that is fixed by interest rate swaps was lower over the nine months ended September 30, 2025 compared to the same period of 2024, as the Company had three interest rate swaps in effect on $150.0 million of variable-rate debt mature during the first nine months of 2025 and six interest rate swaps in effect on $285.0 million of variable-rate debt that matured during 2024. However, this was partially offset as the Company entered into two new interest rate swaps in effect on $100.0 million of variable-rate debt during the third quarter of 2025 and four new interest rate swaps in effect on $200.0 million of variable-rate debt during 2024, but at higher fixed rates than the swap agreements that expired. If the Company continues to replace expiring interest rate swaps in the current interest rate environment with new agreements, the Company anticipates those new agreements to be at higher rates than the expiring swap agreements. See Note 4 titled “Debt” and Note 5 titled “Fair Value of Financial Instruments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q for more detail regarding future maturities of the Company’s debt instruments and interest rate swap agreements as of September 30, 2025.
Purchase Contract Commitments
As of September 30, 2025, the Company had outstanding contracts with unrelated parties for the potential purchase of two hotels, consisting of one hotel under development in Nashville, Tennessee and one hotel under development in Anchorage, Alaska, for a total combined purchase price of approximately $163.7 million. The Nashville Motto is currently planned to be completed and opened for business in December 2025, at which time the Company expects to complete the purchase of this hotel. The Anchorage AC Hotel is currently planned to be completed and opened for business in the fourth quarter of 2027, at which time the Company expects to complete the purchase of this hotel. Although the Company is working towards acquiring these hotels, there are a number of conditions to closing that have not yet been satisfied, and there can be no assurance that closings on these hotels will occur under their respective outstanding purchase contracts.
As mentioned in the “Capital Improvements” section above, during the third quarter of 2025, the Company entered into a contract to develop a dual-branded property which will include an AC Hotel and a Residence Inn in Las Vegas, Nevada on land the Company owns that is adjacent to its SpringHill Suites. See Note 10 titled “Contract Commitments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q for more detail regarding this development project.
Cash Management Activities
As part of the cost sharing arrangements discussed in Note 6, titled “Related Parties” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, certain day-to-day transactions may result in amounts due to or from the Company and ARG. To efficiently manage cash disbursements, the Company or ARG may make payments for the other company. Under the cash management process, each company may advance or defer up to $1 million at any time. Each quarter, any outstanding amounts are settled between the companies. This process allows each company to minimize its cash on hand and reduces the cost for each company. The amounts outstanding at any point in time are not significant to either of the companies.
Impact of Inflation
The Company relies on the performance of its hotels and the ability of its hotel operators to increase revenue to keep pace with inflation. Hotel operators, in general, possess the ability to adjust room rates daily to reflect the effects of inflation on the Company's operating expenses. However, competitive pressures and other factors could limit the operators’ ability to raise room rates and, as a result, the Company may not be able to offset increased operating expenses with increases in revenue. Additionally, tariff-induced inflation could increase certain operating and renovation costs, as some supplies and construction materials are imported, as well as negatively impact leisure travel by reducing the discretionary income of consumers.
Business Interruption
Being in the real estate industry, the Company is exposed to natural disasters on both a local and national scale. Although management believes the Company has adequate insurance to cover this exposure, there can be no assurance that such events will not have a material adverse effect on the Company’s financial position or results of operations.
Seasonality
The hotel industry historically has been seasonal in nature. Seasonal variations in occupancy at the Company’s hotels may cause quarterly fluctuations in its revenues. Generally, occupancy rates and hotel revenues for the Company’s hotels are greater in the second and third quarters than in the first and fourth quarters. To the extent that cash flow from operations is insufficient during any quarter due to temporary or seasonal fluctuations in revenue, the Company expects to utilize cash on hand or available financing sources to meet cash requirements.
Critical Accounting Policies and Estimates
The preparation of the Company’s financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Company’s financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in the Company’s Unaudited Consolidated Financial Statements and Notes thereto. The Company has discussed those policies and estimates that it believes are critical and require the use of complex judgment in their application in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 24, 2025. There have been no material changes to the Company’s critical accounting policies or the methods or assumptions applied.
Subsequent Events
On October 1, 2025, the Company repaid, in full, a secured mortgage loan associated with its Oceanside, California Courtyard and Omaha, Nebraska Hilton Garden Inn, for a total of $29.4 million. See Note 4 for additional information concerning this mortgage loan.
On October 15, 2025, the Company paid approximately $18.9 million, or $0.08 per common share, in distributions to shareholders of record as of September 30, 2025.
On October 20, 2025, the Company declared a monthly cash distribution of $0.08 per common share. The distribution is payable on November 17, 2025, to shareholders of record as of October 31, 2025.