10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

    

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to              .

Commission File Number 001-34571

PEBBLEBROOK HOTEL TRUST
	(Exact Name of Registrant as Specified in Its Charter)

Maryland	27-1055421
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)
4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland	20814
(Address of Principal Executive Offices)	(Zip Code)

(240)	507-1300
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.01 par value per share	PEB	New York Stock Exchange
Series E Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PE	New York Stock Exchange
Series F Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PF	New York Stock Exchange
Series G Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PG	New York Stock Exchange
Series H Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PH	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☑  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☑  Yes   ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑		Accelerated filer	☐
Non-accelerated filer	☐	(do not check if a smaller reporting company)	Smaller reporting company	☐
			Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes    ☑  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 19, 2022
Common shares of beneficial interest ($0.01 par value per share)	131,351,374

Pebblebrook Hotel Trust

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
	Consolidated Balance Sheets - March 31, 2022 (unaudited) and December 31, 2021	3
	Consolidated Statements of Operations and Comprehensive Income (unaudited) - Three months ended March 31, 2022 and 2021	4
	Consolidated Statements of Equity (unaudited) - Three months ended March 31, 2022 and 2021	6
	Consolidated Statements of Cash Flows (unaudited) - Three months ended March 31, 2022 and 2021	8
	Notes to Consolidated Financial Statements (unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	29
Item 4.	Controls and Procedures.	29
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	30
Item 1A.	Risk Factors.	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	30
Item 3.	Defaults Upon Senior Securities.	30
Item 4.	Mine Safety Disclosures.	30
Item 5.	Other Information.	30
Item 6.	Exhibits.	31

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Pebblebrook Hotel Trust Consolidated Balance Sheets (in thousands, except share and per-share data)
	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS
Investment in hotel properties, net	$	5,975,857	$	6,079,333
Cash and cash equivalents	69,446		58,518
Restricted cash	26,507		33,729
Hotel receivables (net of allowance for doubtful accounts of $236 and $1,142, respectively)	40,645		37,045
Prepaid expenses and other assets	66,918		52,565
Total assets	$	6,179,373	$	6,261,190
LIABILITIES AND EQUITY
Debt	$	2,443,090	$	2,441,888
Accounts payable, accrued expenses and other liabilities	233,298		250,584
Lease liabilities - operating leases	319,375		319,426
Deferred revenues	78,756		69,064
Accrued interest	8,355		4,567
Distribution payable	11,565		11,756
Total liabilities	3,094,439		3,097,285
Commitments and contingencies (Note 11)
Shareholders’ equity:
Preferred shares of beneficial interest, $.01 par value (liquidation preference $740,000 at March 31, 2022 and December 31, 2021), 100,000,000 shares authorized; 29,600,000 shares issued and outstanding at March 31, 2022 and December 31, 2021	296		296
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 130,904,299 shares issued and outstanding at March 31, 2022 and 130,813,750 shares issued and outstanding at December 31, 2021	1,309		1,308
Additional paid-in capital	4,269,322		4,268,042
Accumulated other comprehensive income (loss)	12,092		(19,442)
Distributions in excess of retained earnings	(1,206,019)		(1,094,023)
Total shareholders’ equity	3,077,000		3,156,181
Non-controlling interests	7,934		7,724
Total equity	3,084,934		3,163,905
Total liabilities and equity	$	6,179,373	$	6,261,190

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

3

Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income (in thousands, except share and per-share data)
(Unaudited)
	For the three months ended March 31,
	2022		2021
Revenues:
Room	$	168,632	$	53,463
Food and beverage	62,424		14,809
Other operating	27,012		15,371
Total revenues	258,068		83,643
Expenses:
Hotel operating expenses:
Room	42,463		16,710
Food and beverage	46,050		10,743
Other direct and indirect	85,847		45,228
Total hotel operating expenses	174,360		72,681
Depreciation and amortization	59,100		55,443
Real estate taxes, personal property taxes, property insurance, and ground rent	30,457		28,590
General and administrative	9,708		7,646
Impairment loss	60,983		14,856
Other operating expenses	1,123		562
Total operating expenses	335,731		179,778
Operating income (loss)	(77,663)		(96,135)
Interest expense	(22,572)		(25,331)
Other	19		29
Income (loss) before income taxes	(100,216)		(121,437)
Income tax (expense) benefit	—		(3)
Net income (loss)	(100,216)		(121,440)
Net income (loss) attributable to non-controlling interests	(686)		(858)
Net income (loss) attributable to the Company	(99,530)		(120,582)
Distributions to preferred shareholders	(11,344)		(8,139)
Net income (loss) attributable to common shareholders	$	(110,874)	$	(128,721)
Net income (loss) per share available to common shareholders, basic	$	(0.85)	$	(0.98)
Net income (loss) per share available to common shareholders, diluted	$	(0.85)	$	(0.98)
Weighted-average number of common shares, basic	130,904,299		130,775,873
Weighted-average number of common shares, diluted	130,904,299		130,775,873

4

Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (in thousands, except share and per-share data)
(Unaudited)
	For the three months ended March 31,
	2022		2021
Comprehensive Income:
Net income (loss)	$	(100,216)	$	(121,440)
Other comprehensive income (loss):
Change in fair value of derivative instruments	27,367		9,736
Amounts reclassified from other comprehensive income	4,374		6,418
Comprehensive income (loss)	(68,475)		(105,286)
Comprehensive income (loss) attributable to non-controlling interests	(479)		(752)
Comprehensive income (loss) attributable to the Company	$	(67,996)	$	(104,534)

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

5

Pebblebrook Hotel Trust Consolidated Statements of Equity (in thousands, except share data)
(Unaudited)
	For the three months ended March 31, 2021
	Preferred Shares			Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Retained Earnings		Total Shareholders' Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2020	20,400,000	$	204	130,673,300	$	1,307	$	4,169,870	$	(60,071)	$	(853,973)	$	3,257,337	$	6,989	$	3,264,326
Issuance of shares, net of offering costs	—	—		—	—		(10)		—		—		(10)		—		(10)
Issuance of common shares for Board of Trustees compensation	—	—		27,711	1		515		—		—		516		—		516
Repurchase of common shares	—	—		(38,310)	(1)		(719)		—		—		(720)		—		(720)
Share-based compensation	—	—		150,216	1		3,278		—		—		3,279		349		3,628
Distributions on common shares/units	—	—		—	—		—		—		(1,077)		(1,077)		(8)		(1,085)
Distributions on preferred shares	—	—		—	—		—		—		(8,139)		(8,139)		—		(8,139)
Cumulative effect adjustment from adoption of new accounting standard	—	—		—	—		(113,099)		—		—		(113,099)		—		(113,099)
Purchases of capped calls in connection with convertible senior notes	—	—		—	—		(20,975)		—		—		(20,975)		—		(20,975)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—		—	—		—		9,736		—		9,736		—		9,736
Amounts reclassified from other comprehensive income	—	—		—	—		—		6,418		—		6,418		—		6,418
Net income (loss)	—	—		—	—		—		—		(120,582)		(120,582)		(858)		(121,440)
Balance at March 31, 2021	20,400,000	$	204	130,812,917	$	1,308	$	4,038,860	$	(43,917)	$	(983,771)	$	3,012,684	$	6,472	$	3,019,156

6

Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data)
(Unaudited)
	For the three months ended March 31, 2022
	Preferred Shares			Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Retained Earnings		Total Shareholders' Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2021	29,600,000	$	296	130,813,750	$	1,308	$	4,268,042	$	(19,442)	$	(1,094,023)	$	3,156,181	$	7,724	$	3,163,905
Issuance of common shares for Board of Trustees compensation	—	—		33,866	1		737		—		—		738		—		738
Repurchase of common shares	—	—		(49,787)	(1)		(1,112)		—		—		(1,113)		—		(1,113)
Share-based compensation	—	—		106,470	1		1,655		—		—		1,656		698		2,354
Distributions on common shares/units	—	—		—	—		—		—		(1,122)		(1,122)		(9)		(1,131)
Distributions on preferred shares	—	—		—	—		—		—		(11,344)		(11,344)		—		(11,344)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—		—	—		—		27,160		—		27,160		207		27,367
Amounts reclassified from other comprehensive income	—	—		—	—		—		4,374		—		4,374		—		4,374
Net income (loss)	—	—		—	—		—		—		(99,530)		(99,530)		(686)		(100,216)
Balance at March 31, 2022	29,600,000	$	296	130,904,299	$	1,309	$	4,269,322	$	12,092	$	(1,206,019)	$	3,077,000	$	7,934	$	3,084,934

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

7

Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
	For the three months ended March 31,
	2022		2021
Operating activities:
Net income (loss)	$	(100,216)	$	(121,440)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	59,100		55,443
Share-based compensation	2,354		2,182
Amortization of deferred financing costs, non-cash interest and other amortization	3,489		4,744
Impairment loss	60,983		14,856
Non-cash ground rent	2,489		1,521
Other adjustments	(1,906)		69
Changes in assets and liabilities:
Hotel receivables	(2,694)		(6,800)
Prepaid expenses and other assets	(2,127)		1,686
Accounts payable and accrued expenses	7,147		35,110
Deferred revenues	10,213		5,493
Net cash provided by (used in) operating activities	38,832		(7,136)
Investing activities:
Improvements and additions to hotel properties	(19,906)		(9,623)
Other investing activities	(47)		(47)
Net cash provided by (used in) investing activities	(19,953)		(9,670)
Financing activities:
Payment of offering costs — common and preferred shares	—		(10)
Payment of deferred financing costs	(32)		(9,576)
Repayments under revolving credit facilities	—		(40,000)
Proceeds from debt	—		263,750
Repayments of debt	(324)		(177,000)
Purchases of capped calls for convertible senior notes	—		(20,975)
Repurchases of common shares	(1,113)		(720)
Distributions — common shares/units	(1,322)		(1,312)
Distributions — preferred shares	(11,344)		(8,139)
Repayments of refundable membership deposits	(1,038)		(880)
Net cash provided by (used in) financing activities	(15,173)		5,138
Net change in cash and cash equivalents and restricted cash	3,706		(11,668)
Cash and cash equivalents and restricted cash, beginning of year	92,247		136,300
Cash and cash equivalents and restricted cash, end of period	$	95,953	$	124,632

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

8

PEBBLEBROOK HOTEL TRUST

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization

Pebblebrook Hotel Trust (the "Company") is an internally managed hotel investment company, formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major United States cities, with an emphasis on major gateway coastal markets.

As of March 31, 2022, the Company owned 53 hotels with a total of 13,247 guest rooms. The hotel properties are located in: Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Miami (Coral Gables), Florida; Los Angeles, California (Beverly Hills, Santa Monica, and West Hollywood); Naples, Florida; Philadelphia, Pennsylvania; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Seattle, Washington; Stevenson, Washington; and Washington, D.C.

Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of March 31, 2022, the Company owned 99.3% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.7% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to maintain its qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), a taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements.

COVID-19 and Liquidity Update

In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") to be a global pandemic and the virus spread throughout the United States and the world. As a result of this pandemic and subsequent government mandates, health official recommendations, corporate policy changes and individual responses, hotel demand dramatically declined. In response, the Company implemented significant cost controls, salary reductions and temporarily suspended operations at 47 of its hotels and resorts in 2020. In addition, to improve liquidity, the Company raised capital by issuing convertible notes and additional preferred shares. The Company also amended the agreements governing its existing credit facilities, term loan facilities and unsecured senior notes which, among other things, waived quarterly financial covenants until the second quarter of 2022, with substantially less-restrictive covenants through the end of the first quarter of 2023.

As demand has since improved as a result of an increase in vaccinations and corresponding lifting of governmental restrictions and recommendations, the Company gradually reopened its hotels and resorts. As of July 1, 2021, all of the Company's hotels and resorts were open, with the exception of Hotel Vitale, whose operations will remain suspended until the completion of its renovations and repositioning, which is expected to occur in the second quarter of 2022.

The COVID-19 pandemic has had a significant negative impact on the Company's operations and financial results and is expected to continue to have a negative impact on the Company's results of operations, financial position and cash flows for the remainder of 2022. However, results have improved in the first quarter of 2022 relative to 2021 and this trend is expected to continue throughout 2022. The demand recovery has been led by strong leisure travel with a slower recovery in business and group travel. As a result of the strength in leisure travel, the Company's resort properties are operating at or above pre-pandemic levels.

Based on the amendments to the Company's credit agreements, assumptions regarding the recovery of demand and the Company's liquidity of $694.4 million as of March 31, 2022, the Company believes it has sufficient liquidity to meet its obligations for the next 12 months.

9

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position. As discussed in Note 1, Organization, the COVID-19 pandemic has significantly impacted the hotels' operational performance. A continued reduction in travel may impact the Company's ability to service debt or meet other financial obligations.

New Accounting Pronouncements

Reference Rate Reform

In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021-01, Reference Rate Reform (Topic 848), respectively. ASU 2020-04 and ASU 2021-01 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022.

In 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company will continue to evaluate the impact of the adoption of ASU 2020-04 and ASU 2021-01 on its consolidated financial statements and disclosures.

Business Combinations

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

10

ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 to have a material effect on its consolidated financial statements and disclosures.

Note 3. Acquisition and Disposition of Hotel Properties

There were no acquisitions or dispositions of hotel properties during the three months ended March 31, 2022 and 2021.

Note 4. Investment in Hotel Properties

Investment in hotel properties as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands):

	March 31, 2022		December 31, 2021
Land	$	902,262	$	926,330
Buildings and improvements	5,176,540		5,197,816
Furniture, fixtures and equipment	540,944		535,607
Finance lease asset	91,181		91,181
Construction in progress	13,624		15,869
	$	6,724,551	$	6,766,803
Right-of-use asset, operating leases	376,574		378,939
Investment in hotel properties	$	7,101,125	$	7,145,742
Less: Accumulated depreciation	(1,125,268)		(1,066,409)
Investment in hotel properties, net	$	5,975,857	$	6,079,333

Impairment

The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. As a result of the ongoing effects of the COVID-19 pandemic on its expected future operating cash flows and estimated hold periods for certain properties, the Company determined certain impairment triggers had occurred and therefore, the Company assessed its investment in hotel properties for recoverability. Based on the analyses performed, for the three months ended March 31, 2022, the Company recognized an impairment loss of $61.0 million related to two hotels as a result of their fair values being lower than their carrying values. The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements using information from marketing efforts for these properties. For the three months ended March 31, 2021, the Company recognized an impairment loss of $14.9 million related to one hotel as a result of its fair value being lower than its carrying value. The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements using information from marketing efforts for this property.

Right-of-use Assets and Lease Liabilities

The Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases. When the rate implicit in the lease could not be determined, the Company used incremental borrowing rates, which ranged from 4.7% to 7.6%. In addition, the term used includes any options to exercise extensions when it is reasonably certain the Company will exercise such options. See Note 11. Commitments and Contingencies, for additional information about the ground leases.

The right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements. As of March 31, 2022, the Company's lease liabilities consisted of operating lease liabilities of $319.4 million and financing lease liabilities of $42.2 million. As of December 31, 2021, the Company's lease liabilities consisted of operating lease liabilities of $319.4 million and financing lease liabilities of $42.0 million. The financing lease liabilities are included in accounts payable, accrued expenses and other liabilities on the Company's accompanying consolidated balance sheets.

Note 5. Debt

In 2021, the Company amended the agreements governing its existing credit facilities, term loan facilities and senior notes to, among other things, waive financial covenants until the second quarter of 2022 (with substantially less-restrictive covenants through the end of the first quarter of 2023), extend certain debt maturity dates and increase the interest rate spread.

11

Table of Contents

The Company's debt consisted of the following as of March 31, 2022 and December 31, 2021 (dollars in thousands):

				Balance Outstanding as of
	Interest Rate		Maturity Date	March 31, 2022		December 31, 2021
Revolving credit facilities
Senior unsecured credit facility	Floating	(1)(2)	March 2023	$	—	$	—
PHL unsecured credit facility	Floating	(3)	March 2023	—		—
Total revolving credit facilities				$	—	$	—
Unsecured term loans
First Term Loan	Floating	(4)	January 2023	26,000		26,000
First Term Loan Extended	Floating	(4)	March 2024	274,000		274,000
Second Term Loan	Floating	(4)(10)	April 2022	26,327		26,327
Fourth Term Loan	Floating	(4)	October 2024	110,000		110,000
Sixth Term Loan
Tranche 2021 Extended	Floating	(4)(8)	November 2022	82,071		82,071
Tranche 2022	Floating	(4)(9)	November 2022	114,670		114,670
Tranche 2023	Floating	(4)	November 2023	400,000		400,000
Tranche 2024	Floating	(4)	January 2024	400,000		400,000
Total Sixth Term Loan				996,741		996,741
Total term loans at stated value				1,433,068		1,433,068
Deferred financing costs, net				(4,883)		(5,812)
Total term loans				$	1,428,185	$	1,427,256
Convertible senior notes
Convertible senior notes	1.75%		December 2026	750,000		750,000
Debt premium (discount), net				11,020		11,605
Deferred financing costs, net				(15,386)		(16,204)
Total convertible senior notes				$	745,634	$	745,401
Senior unsecured notes
Series A Notes	5.15%	(5)	December 2023	47,600		47,600
Series B Notes	5.38%	(6)	December 2025	2,400		2,400
Total senior unsecured notes at stated value				50,000		50,000
Deferred financing costs, net				(142)		(162)
Total senior unsecured notes				$	49,858	$	49,838
Mortgage loans
Margaritaville Hollywood Beach Resort	Floating	(7)	May 2023	161,500		161,500
Estancia La Jolla Hotel & Spa	5.07%		September 2028	61,049		61,373
Total mortgage loans at stated value				222,549		222,873
Debt premium (discount), net				(2,447)		(2,735)
Deferred financing costs, net				(689)		(745)
Total mortgage loans				$	219,413	$	219,393
Total debt				$	2,443,090	$	2,441,888

______________________

(1)    Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin.

(2)    $39.0 million of the total borrowing capacity matured in January 2022. The Company has the option to extend the maturity date of March 2023 for the remaining $611.0 million for up to two six-month periods, pursuant to certain terms and conditions and payment of an extension fee.

(3)    Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin.

(4)    Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. As of March 31, 2022, approximately $1.1 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.05%, after taking into account interest rate swap agreements, and approximately $293.1 million bore an effective weighted-average floating interest rate of 2.82%. As of December 31, 2021, approximately $1.3 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.06%, after taking into account interest rate swap agreements, and approximately $113.1 million bore a weighted-average floating interest rate of 2.64%.

(5)    In February 2021, the interest rate increased from 4.70% to 5.15%. The increased interest rate is effective through the end of the waiver period.

(6)    In February 2021, the interest rate increased from 4.93% to 5.38%. The increased interest rate is effective through the end of the waiver period.

(7)    In April 2022, the Company exercised the option to extend the maturity date to May 2023. The loan bears interest at a floating rate equal to one-month LIBOR plus a weighted-average spread of 2.37%. The Company has the option to extend the maturity date to May 2024.

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(8)    The Company has the option to extend the maturity date for $69.8 million of the principal balance by up to one year, subject to certain terms and conditions and payment of an extension fee.

(9)    The Company has the option to extend the maturity date for $93.0 million of the principal balance by up to one year, subject to certain terms and conditions and payment of an extension fee.

(10)    The Company used cash on hand to payoff this term loan upon maturity in April 2022.

Unsecured Revolving Credit Facilities

The Company has a $611.0 million senior unsecured revolving credit facility which will mature in March 2023, with options to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee. As of March 31, 2022, the Company had no outstanding borrowings, $12.6 million of outstanding letters of credit and borrowing capacity of $598.4 million remaining on its senior unsecured credit facility. Interest is paid on the periodic advances under the senior unsecured revolving credit facility at varying rates, based upon either the London Inter-bank Offered Rate ("LIBOR") or the alternate base rate, plus an additional margin amount, or spread. The Company has the ability to further increase the aggregate borrowing capacity under the credit agreement up to $1.3 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company’s leverage ratio. As a result of the amendments to the credit agreements, the spread on the borrowings is fixed at 2.40% during the waiver period. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value.

The Company also has a $20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. This credit facility has substantially similar terms as the Company's senior unsecured revolving credit facility and matures in March 2023. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company's leverage ratio. As a result of the amendments described above, the spread of the borrowings is fixed at 2.40% during the waiver period. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Company's credit agreement that governs the Company's senior unsecured revolving credit facility. As of March 31, 2022, the Company had no borrowings under the PHL Credit Facility and had $20.0 million borrowing capacity remaining available under the PHL Credit Facility.

Under the terms of the credit agreement for the unsecured revolving credit facility, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the unsecured revolving credit facility. The Company will incur a fee that shall be agreed upon with the issuing bank. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $12.6 million and $12.1 million were outstanding as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, 2022, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

Unsecured Term Loan Facilities

The Company has senior unsecured term loans with different maturities. Each unsecured term loan bears interest at a variable rate of a benchmark interest rate plus an applicable margin, depending on the Company's leverage ratio. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility. As of March 31, 2022, the Company was in compliance with all debt covenants of its term loan facilities.

The Company entered into interest rate swap agreements to fix the LIBOR rate on a portion of these unsecured term loan facilities. See Derivative and Hedging Activities for further discussion on the interest rate swaps.

Convertible Senior Notes

In December 2020, the Company issued $500.0 million aggregate principal amount of 1.75% Convertible Senior Notes due December 2026 (the "Convertible Notes"). The net proceeds from this offering of the Convertible Notes were approximately $487.3 million after deducting the underwriting fees and other expenses paid by the Company.

In February 2021, the Company issued an additional $250.0 million aggregate principal amount of Convertible Notes. These additional Convertible Notes were sold at a 5.5% premium to par and generated net proceeds of approximately $257.2 million after deducting the underwriting fees and other expenses paid by the Company of $6.5 million, which was offset by a premium received in the amount of $13.8 million.

The Convertible Notes are governed by an indenture (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Convertible Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 15th and December 15th of each year, beginning on June 15, 2021. The Convertible Notes will mature on December 15, 2026.

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The Company separated the Convertible Notes issued in December 2020 into liability and equity components. The initial carrying amount of the liability component was $386.1 million and was calculated using a discount rate of 6.25%. The discount rate was based on the terms of debt instruments that were similar to the Convertible Notes. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the principal amount of such Convertible Notes, or $113.9 million. The amount recorded in equity was not subject to remeasurement or amortization. The $113.9 million also represented the initial discount recorded on the Convertible Notes. As a result of the Company's early adoption of ASU 2020-06 on January 1, 2021, the Convertible Notes are now recorded as a single liability with no portion recorded in equity. The Company also ceased recording non-cash interest expense associated with the amortization of the debt discount.

Prior to June 15, 2026, the Convertible Notes will be convertible upon certain circumstances. On and after June 15, 2026, holders may convert any of their Convertible Notes into the Company’s common shares of beneficial interest (“common shares”) at the applicable conversion rate at any time at their election two days prior to the maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances. As of March 31, 2022 and December 31, 2021, the if-converted value of the Convertible Notes did not exceed the principal amount.

The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after December 20, 2023 upon certain circumstances. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes may be increased.

In connection with the Convertible Notes issuances, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters of the offerings of the Convertible Notes or their respective affiliates and other financial institutions. The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of common shares underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the Capped Call Transactions is $33.0225 per share. The cost of the Capped Call Transactions entered into in December 2020 and February 2021 was $38.3 million and $21.0 million, respectively, and was recorded within additional paid-in capital.

Senior Unsecured Notes

The Company has $47.6 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.70% per annum and maturing in December 2023 (the "Series A Notes") and $2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93% per annum and maturing in December 2025 (the "Series B Notes"). As a result of the amendments described above, the interest rates of the Series A Notes and the Series B Notes are fixed at 5.15% and 5.38%, respectively, for the duration of the waiver period. The debt covenants of the Series A Notes and the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of March 31, 2022, the Company was in compliance with all such debt covenants.

Mortgage Loans

On September 23, 2021, the Company assumed a $161.5 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort ("Margaritaville"). The loan requires interest-only payments based on a floating interest rate of one-month LIBOR plus a weighted-average spread of 2.37%. The loan matures on May 9, 2023 and may be extended by one-year. If the loan is extended, the interest rate spread will increase by 20 basis points for the extension period only. The Company expects to exercise this extension. The loan is also subject to an interest rate cap agreement.

On December 1, 2021, the Company assumed a $61.7 million loan secured by a first-lien mortgage on the leasehold interest of Estancia La Jolla Hotel & Spa ("Estancia"). The loan requires both principal and interest monthly payments based on a fixed interest rate of 5.07%. The loan matures on September 1, 2028.

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The Company's mortgage loans associated with Margaritaville and Estancia are non-recourse to the Company except for customary carve-outs to the general non-recourse liability. The loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. No event of default has occurred under the loan documents.

Estancia's mortgage loan triggered the cash trap provisions prior to its acquisition, and therefore cash from hotel operations is being held by the lender in the cash management accounts and is reflected as restricted cash in the accompanying consolidated balance sheets. Cash will be released from the lockbox once the hotel reaches profitability levels that terminate the cash trap or the loan is paid off. Margaritaville's mortgage loan also triggered cash trap provisions prior to its acquisition, but the hotel reached profitability levels that terminated the cash trap and all cash in the lockbox was released during the first quarter of 2022.

Interest Expense

The components of the Company's interest expense consisted of the following for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Unsecured revolving credit facilities	$	493	$	561
Unsecured term loan facilities	13,534		15,909
Convertible senior notes	3,281		2,819
Senior unsecured notes	645		1,252
Mortgage debt	1,810		—
Amortization of deferred financing fees, (premiums) and discounts	2,285		2,659
Other	524		2,131
Total interest expense	$	22,572	$	25,331

Fair Value

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of March 31, 2022 and December 31, 2021 was $714.7 million and $747.8 million, respectively. The estimated fair value of the Company's variable rate debt approximates its book value.

Derivative and Hedging Activities

The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company's interest rate swaps at March 31, 2022 and December 31, 2021 consisted of the following, by maturity date (dollars in thousands):

			Aggregate Notional Value as of
Hedge Type	Interest Rate Range	Maturity	March 31, 2022		December 31, 2021
Swap-cash flow	1.78% - 1.79%	January 2022	$	—	$	180,000
Swap-cash flow	1.64% - 1.68%	April 2022	100,000		100,000
Swap-cash flow	0.17%	January 2023	200,000		200,000
Swap-cash flow	1.99%	November 2023	250,000		250,000
Swap-cash flow	2.60%	January 2024	300,000		300,000
Swap-cash flow	1.43% - 1.44%	February 2026	290,000		290,000
Total			$	1,140,000	$	1,320,000

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The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps and caps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

As of March 31, 2022, the Company's derivative instruments were in both asset and liability positions, with aggregate asset and liability fair values of $13.8 million and $1.6 million, respectively. Derivative assets are included in prepaid expenses and other assets and derivative liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. The Company expects approximately $0.2 million will be reclassified from accumulated other comprehensive income (loss) to interest expense within the next 12 months.

Note 6. Revenue

The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Southern Florida/Georgia	$	85,241	$	35,244
San Diego, CA	52,879		14,678
Los Angeles, CA	36,221		8,040
Boston, MA	33,936		9,757
San Francisco, CA	14,067		2,953
Portland, OR	13,524		5,782
Other (1)	7,283		2,975
Chicago, IL	6,668		1,824
Washington, D.C.	6,276		1,902
Seattle, WA	1,973		488
	$	258,068	$	83,643

______________________

(1)     Other includes: New York, NY, Philadelphia, PA and Santa Cruz, CA.

Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months.

Note 7. Equity

Common Shares

The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees.

Share Repurchase Program

On February 22, 2016, the Company announced that the Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Upon repurchase by the Company, common shares cease to be outstanding and become authorized but unissued common shares. For the three months ended March 31, 2022, the Company had no repurchases under this program and as of March 31, 2022, $56.6 million of common shares remained available for repurchase under this program. The credit agreements governing the Company's existing indebtedness prohibit the Company from repurchasing common shares until the Company has certified compliance with certain financial covenants through June 30, 2022.

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On July 27, 2017, the Company announced that the Board of Trustees authorized a new share repurchase program of up to $100.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. This $100.0 million share repurchase program will commence upon completion of the Company's $150.0 million share repurchase program.

ATM Program

On April 29, 2021, the Company filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). No common shares were issued or sold under the ATM program during the three months ended March 31, 2022. As of March 31, 2022, $200.0 million of common shares remained available for issuance under the ATM program.

Common Dividends

The Company declared the following dividends on common shares/units for the three months ended March 31, 2022:

Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
$	0.01	March 31, 2022	March 31, 2022	April 15, 2022

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (“preferred shares”).

In May 2021, the Company issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $222.6 million. In July 2021, the Company issued 10,000,000 5.70% Series H Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $242.1 million.

In August 2021, the Company redeemed all outstanding 6.50% Series C Cumulative Redeemable Preferred Shares and 6.375% Series D Cumulative Redeemable Preferred Shares at the redemption amount of $25.00 per share plus accrued and unpaid dividends of $0.17 and $0.16 per share, respectively.

The following Preferred Shares were outstanding as of March 31, 2022 and December 31, 2021:

Security Type	March 31, 2022	December 31, 2021
6.375% Series E	4,400,000	4,400,000
6.30% Series F	6,000,000	6,000,000
6.375% Series G	9,200,000	9,200,000
5.70% Series H	10,000,000	10,000,000
	29,600,000	29,600,000

.

The Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption. The Company may redeem the Series E and Series F Preferred Shares at any time. The Series G and Series H Preferred Shares may not be redeemed prior to May 13, 2026 and July 27, 2026, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after such dates, the Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE MKT or Nasdaq, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares.

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Preferred Dividends

The Company declared the following dividends on preferred shares for the three months ended March 31, 2022:

Security Type	Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
6.375% Series E	$	0.40	March 31, 2022	March 31, 2022	April 15, 2022
6.30% Series F	$	0.39	March 31, 2022	March 31, 2022	April 15, 2022
6.375% Series G	$	0.40	March 31, 2022	March 31, 2022	April 15, 2022
5.70% Series H	$	0.36	March 31, 2022	March 31, 2022	April 15, 2022

Non-controlling Interest of Common Units in Operating Partnership

Holders of Operating Partnership units ("OP units") have certain redemption rights that enable OP Unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.

On November 30, 2018, in connection with the merger with LaSalle Hotel Properties ("LaSalle"), the Company issued 133,605 OP units in the Operating Partnership to third-party limited partners of LaSalle's operating partnership. As of March 31, 2022 and December 31, 2021, the Operating Partnership had 133,605 OP units held by third parties, excluding LTIP units.

As of March 31, 2022, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP") units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

As of March 31, 2022 and December 31, 2021, the Operating Partnership had 727,208 LTIP units outstanding. Of the 727,208 LTIP units outstanding at March 31, 2022, 127,111 LTIP units have vested. Only vested LTIP units may be converted to common OP units, which in turn can be tendered for redemption as described above.

Note 8. Share-Based Compensation Plan

Available Shares

The Company maintains the 2009 Equity Incentive Plan, as amended and restated (as amended, the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers. On May 19, 2021, the Company’s shareholders approved an amendment to the Plan which increased the aggregate number of common shares that may be issued under the Plan as share awards, performance units, options, share appreciation rights and other equity-based awards by 1,675,000. As of March 31, 2022, there were 1,839,323 common shares available for issuance under the Plan.

Service Condition Share Awards

The following table provides a summary of service condition restricted share activity as of March 31, 2022:

	Shares	Weighted-Average Grant Date  Fair Value
Unvested at December 31, 2021	567,431	$	22.53
Vested	(106,470)	$	26.17
Forfeited	(13,886)	$	22.78
Unvested at March 31, 2022	447,075	$	21.65

For the three months ended March 31, 2022 and 2021, the Company recognized approximately $0.8 million of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.

Performance-Based Equity Awards

For the three months ended March 31, 2022 and 2021, the Company recognized approximately $0.9 million and $1.0 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.

Long-Term Incentive Partnership ("LTIP") Units

As of March 31, 2022, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

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As of March 31, 2022 and December 31, 2021, the Operating Partnership had 727,208 LTIP units outstanding. Of the 727,208 LTIP units outstanding at March 31, 2022, 127,111 LTIP units have vested. Only vested LTIP units may be converted to common OP units, which in turn can be tendered for redemption as described in Note 7, Equity.

For the three months ended March 31, 2022 and 2021, the Company recognized approximately $0.7 million and $0.3 million, respectively, in expense related to these LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.

Note 9. Income Taxes

PHL is subject to federal and state corporate income taxes at statutory tax rates. Given the continued negative impact of the COVID-19 pandemic on the Company's financial results and uncertainties about the Company's ability to utilize its net operating loss in future years, the Company has recorded a valuation allowance on its income tax benefit for the three months ended March 31, 2022, and has recorded a valuation allowance on all deferred tax assets.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. As of March 31, 2022 and December 31, 2021, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2017.

Note 10. Earnings (Loss) Per Share

The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):

	For the three months ended March 31,
	2022		2021
Numerator:
Net income (loss) attributable to common shareholders	$	(110,874)	$	(128,721)
Less: dividends paid on unvested share-based compensation	(10)		(12)
Net income (loss) available to common shareholders	$	(110,884)	$	(128,733)
Denominator:
Weighted-average number of common shares — basic	130,904,299		130,775,873
Effect of dilutive share-based compensation	—		—
Weighted-average number of common shares — diluted	130,904,299		130,775,873
Net income (loss) per share available to common shareholders — basic	$	(0.85)	$	(0.98)
Net income (loss) per share available to common shareholders — diluted	$	(0.85)	$	(0.98)

For the three months ended March 31, 2022 and 2021, 787,871 and 1,041,130, respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. For the three months ended March 31, 2022 and 2021, 29,441,175 of common shares underlying the Convertible Notes have been excluded from diluted shares as their effect would have been anti-dilutive. The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

Note 11. Commitments and Contingencies

Hotel Management Agreements

The Company’s hotel properties are operated pursuant to management agreements with various management companies. The terms of these management agreements range from 1 year to 22 years, not including renewals, and 1 year to 52 years, including renewals. The majority of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to six times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement.

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The management agreements require the payment of a base management fee generally between 1% and 4% of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel. For the three months ended March 31, 2022 and 2021, combined base and incentive management fees were $7.7 million and $2.3 million, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.

Reserve Funds

Certain of the Company’s agreements with its hotel managers, franchisors, ground lessors and lenders have provisions for the Company to provide funds, typically 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment.

Restricted Cash

At March 31, 2022 and December 31, 2021, the Company had $26.5 million and $33.7 million, respectively, in restricted cash, which consisted of funds held in cash management and lockbox accounts held by a lender, reserves for replacement of furniture and fixtures and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Hotel, Ground and Finance Leases

As of March 31, 2022, the following hotels were subject to leases as follows:

Lease Properties	Lease Type	Lease Expiration Date
Restaurant at Southernmost Beach Resort	Operating lease	April 2029
Paradise Point Resort & Spa	Operating lease	May 2050
Hotel Monaco Washington DC	Operating lease	November 2059
Argonaut Hotel	Operating lease	December 2059
Hotel Zephyr Fisherman's Wharf	Operating lease	February 2062
Viceroy Santa Monica Hotel	Operating lease	September 2065
Estancia La Jolla Hotel & Spa	Operating lease	January 2066
San Diego Mission Bay Resort	Operating lease	July 2068
Hotel Vitale	Operating lease	March 2070	(1)
Hyatt Regency Boston Harbor	Operating lease	April 2077
The Westin Copley Place, Boston	Operating lease	December 2077	(2)
The Liberty, a Luxury Collection Hotel, Boston	Operating lease	May 2080
Jekyll Island Club Resort and Restaurant	Operating lease	January 2089
Hotel Zelos San Francisco	Operating lease	June 2097
Hotel Palomar Los Angeles Beverly Hills	Operating lease	January 2107	(3)
Margaritaville Hollywood Beach Resort	Operating lease	July 2112
Hotel Zeppelin San Francisco	Operating and finance lease	June 2089	(4)
Harbor Court Hotel San Francisco	Finance lease	August 2052

______________________

(1)     The expiration date assumes the exercise of a 14-year extension option.

(2)     No payments are required through maturity.

(3)     The expiration date assumes the exercise of all 19 five-year extension options.

(4)     The expiration date assumes the exercise of a 30-year extension option.

The Company's leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in the consumer price index and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks.

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The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income. The components of ground rent expense for the three months ended March 31, 2022 and 2021 are as follows (in thousands):

	For the three months ended March 31,
	2022		2021
Fixed ground rent	$	4,456	$	4,313
Variable ground rent	3,054		1,496
Total ground rent	$	7,510	$	5,809

Litigation

The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company.

Note 12. Supplemental Information to Statements of Cash Flows (in thousands)

	For the three months ended March 31,
	2022		2021
Interest paid, net of capitalized interest	$	16,613	$	17,438
Interest capitalized	$	769	$	—
Income taxes paid (refunded)	$	—	$	(21)
Non-Cash Investing and Financing Activities:
Convertible debt discount adjustment	$	—	$	113,099
Distributions payable on common shares/units	$	1,345	$	1,524
Distributions payable on preferred shares	$	10,219	$	7,558
Issuance of common shares for Board of Trustees compensation	$	738	$	516
Issuance of common shares for executive and employee bonuses	$	—	$	1,446
Accrued additions and improvements to hotel properties	$	2,848	$	2,156
Write-off of fully amortized deferred financing costs	$	5,466	$	2,817

Note 13. Subsequent Events

On April 21, 2022, the Company announced that it executed a contract to acquire the Inn on Fifth in Naples, Florida. The purchase is expected to be completed by the end of the second quarter of 2022 and is subject to customary closing conditions. The Company offers no assurances that this acquisition will be completed on these terms or at all.

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

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Pebblebrook Hotel Trust is a Maryland real estate investment trust that conducts its operations so as to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Substantially all of the operations are conducted through Pebblebrook Hotel, L.P. (our "Operating Partnership"), a Delaware limited partnership of which Pebblebrook Hotel Trust is the sole general partner. In this report, we use the terms "the Company", "we" or "our" to refer to Pebblebrook Hotel Trust and its subsidiaries, unless the context indicates otherwise.

FORWARD-LOOKING STATEMENTS

This report, together with other statements and information publicly disseminated by us, contains certain "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"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "potential", "could", "seek", "assume", "forecast", "believe", "expect", "intend", "anticipate", "estimate", "project" or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, estimated costs and durations of renovation or restoration projects, estimated insurance recoveries, our ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and our ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. These factors include, but are not limited to, the following:

•the COVID-19 pandemic has had, and is expected to continue to have, a significant impact on our financial condition and operations, which impacts our ability to obtain acceptable financing to fund resulting reductions in cash from operations. The current and uncertain future impact of the COVID-19 pandemic, including its effect on the ability or desire of people to travel, is expected to continue to impact our results, operations, outlooks, plans, goals, growth, reputation, cash flows, liquidity and share price;

•as a result of the COVID-19 pandemic, we suspended operations at most of our hotels and resorts. Operations have recommenced and are improving. However, if continued improvement is interrupted, we may become out of compliance with maintenance covenants in certain of our debt facilities;

•world events impacting the ability or desire of people to travel may lead to a decline in demand for hotels;

•risks associated with the hotel industry, including competition, changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S., increases in employment costs, energy costs and other operating costs, or decreases in demand caused by events beyond our control including, without limitation, actual or threatened terrorist attacks, natural disasters, cyber attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;

•the availability and terms of financing and capital and the general volatility of securities markets;

•our dependence on third-party managers of our hotels, including our inability to implement strategic business decisions directly;

•risks associated with the U.S. and global economies, the cyclical nature of hotel properties and the real estate industry, including environmental contamination and costs of complying with new or existing laws, including the Americans with Disabilities Act and similar laws;

•interest rate increases;

•our possible failure to qualify as a REIT under the Code and the risk of changes in laws affecting REITs;

•the timing and availability of potential hotel acquisitions, our ability to identify and complete hotel acquisitions and our ability to complete hotel dispositions in accordance with our business strategy;

•the possibility of uninsured losses;

•risks associated with redevelopment and repositioning projects, including delays and cost overruns; and

•the other factors discussed under Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2021.

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Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Overview

COVID-19 and Liquidity Update

In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") to be a global pandemic and the virus spread throughout the United States and the world. As a result of this pandemic and subsequent government mandates, health official recommendations, corporate policy changes and individual responses, hotel demand dramatically declined. In response, we implemented significant cost controls, salary reductions and temporarily suspended operations at 47 of our hotels and resorts in 2020. In addition, to improve liquidity, we raised capital by issuing convertible notes and additional preferred shares. We also amended the agreements governing our existing credit facilities, term loan facilities and unsecured senior notes which, among other things, waived quarterly financial covenants until the second quarter of 2022, with substantially less restrictive covenants through the end of the first quarter of 2023.

As demand has since improved as a result of an increase in vaccinations and corresponding lifting of governmental restrictions and recommendations, we gradually reopened our hotels and resorts. As of July 1, 2021, all of our hotels and resorts were open, with the exception of Hotel Vitale, whose operations will remain suspended until the completion of its renovations and repositioning, which we expect to occur in the second quarter of 2022.

The COVID-19 pandemic has had a significant negative impact on our operations and financial results and is expected to continue to have a negative impact on our results of operations, financial position and cash flows for the remainder of 2022. However, results have improved in the first quarter of 2022 relative to 2021 and this trend is expected to continue throughout 2022. The demand recovery has been led by strong leisure travel with a slower recovery in business and group travel. As a result of the strength in leisure travel, our resort properties are operating at or above pre-pandemic levels.

Based on the amendments to our credit agreements, assumptions regarding the recovery of demand and the Company's liquidity of $694.4 million as of March 31, 2022, we believe we have sufficient liquidity to meet our obligations for the next 12 months. For further discussion on our liquidity, see Liquidity and Capital Resources.

While we do not operate our hotel properties, both our asset management team and our executive management team monitor and work cooperatively with our hotel managers by advising and making recommendations in all aspects of our hotels’ operations, including property positioning and repositioning, revenue and expense management, operations analysis, physical design, renovation and capital improvements, guest experience and overall strategic direction. Through these efforts, we seek to improve property efficiencies, lower costs, maximize revenues and enhance property operating margins, which we expect will enhance returns to our shareholders.

Key Indicators of Financial Condition and Operating Performance

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as room revenue per available room ("RevPAR"); total revenue per available room ("Total RevPAR"); average daily rate ("ADR"); occupancy rate ("Occupancy"); funds from operations ("FFO"); earnings before interest, income taxes, depreciation and amortization ("EBITDA"); and EBITDA for real estate ("EBITDAre"). We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. ADR, occupancy and RevPAR may be impacted by macroeconomic factors as well as regional and local economies and events. See Non-GAAP Financial Measures for further discussion of FFO, EBITDA and EBIDTAre.

Hotel Operating Statistics

The following table represents the key same-property hotel operating statistics for our hotels for the three months ended March 31, 2022 and 2021:

	For the three months ended March 31,
	2022			2021
Same-Property Occupancy	48.3		%	22.1		%
Same-Property ADR	$	297.29		$	250.47
Same-Property RevPAR	$	143.61		$	55.33
Same-Property Total RevPAR	$	219.75		$	89.02

The above table of hotel operating statistics includes information from all hotels owned as of March 31, 2022 for the first quarters of 2022 and 2021, except for Hotel Vitale, which was closed for renovations in the first quarter of 2022.

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Non-GAAP Financial Measures

Non-GAAP financial measures are measures of our historical or future financial performance that are different from measures calculated and presented in accordance with U.S. GAAP. We report FFO, EBITDA and EBITDAre, which are non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance.

We calculate FFO in accordance with standards established by Nareit, formerly known as the National Association of Real Estate Investment Trusts, which defines FFO as net income (calculated in accordance with U.S. GAAP), excluding real estate related depreciation and amortization, gains (losses) from sales of real estate, impairments of real estate assets (including impairment of real estate related joint ventures), the cumulative effect of changes in accounting principles and adjustments for unconsolidated partnerships and joint ventures. 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 industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. By excluding the effect of real estate related depreciation and amortization including our share of the joint venture depreciation and amortization, gains (losses) from sales of real estate and impairments of real estate assets (including impairment of real estate related joint ventures), all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that FFO provides investors a useful financial measure to evaluate our operating performance.

The following table reconciles net income (loss) to FFO and FFO available to common share and unit holders for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Net income (loss)	$	(100,216)	$	(121,440)
Adjustments:
Real estate depreciation and amortization	59,010		55,333
Impairment loss	60,983		14,856
FFO	$	19,777	$	(51,251)
Distribution to preferred shareholders	(11,344)		(8,139)
FFO available to common share and unit holders	$	8,433	$	(59,390)

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. The white paper issued by Nareit entitled “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate” defines EBITDAre as net income or loss (computed in accordance with U.S. GAAP), excluding interest expense, income tax, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and after comparable adjustments for our portion of these items related to unconsolidated affiliates. We believe that EBITDA and EBITDAre provide investors useful financial measures to evaluate our operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).

The following table reconciles net income (loss) to EBITDA and EBITDAre for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Net income (loss)	$	(100,216)	$	(121,440)
Adjustments:
Interest expense	22,572		25,331
Income tax expense (benefit)	—		3
Depreciation and amortization	59,100		55,443
EBITDA	$	(18,544)	$	(40,663)
Impairment loss	60,983		14,856
EBITDAre	$	42,439	$	(25,807)

FFO, EBITDA and EBITDAre do not represent cash generated from operating activities as determined by U.S. GAAP and should not be considered as alternatives to U.S. GAAP net income (loss), as indications of our financial performance, or to U.S. GAAP cash flow from operating activities, as measures of liquidity. In addition, FFO, EBITDA and EBITDAre are not indicative of funds available to fund cash needs, including the ability to make cash distributions.

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Results of Operations

At March 31, 2022 and 2021, we had 53 wholly owned properties and leasehold interests. All properties owned during these periods have been included in our results of operations during the respective periods since their dates of acquisition and through the dates of disposition, as applicable. Based on when a property was acquired or disposed, operating results for certain properties are not comparable for the three months ended March 31, 2022 and 2021. The properties listed in the table below are hereinafter referred to as "non-comparable properties" for the periods indicated and all other properties are referred to as "comparable properties":

Property	Location	Disposition Date
Sir Francis Drake	San Francisco, CA	April 1, 2021
The Roger New York	New York, NY	June 10, 2021
Villa Florence San Francisco on Union Square	San Francisco, CA	September 9, 2021
Property	Location	Acquisition Date
Jekyll Island Club Resort	Jekyll Island, GA	July 22, 2021
Margaritaville Hollywood Beach Resort	Hollywood, FL	September 23, 2021
Estancia La Jolla Hotel & Spa	La Jolla, CA	December 1, 2021

Comparison of the three months ended March 31, 2022 to the three months ended March 31, 2021

Revenues — Total hotel revenues increased by $174.4 million, of which $38.4 million was due to non-comparable properties, and the remaining increase was primarily due to an increase in leisure travel demand during the spring break travel season, as well as some recoveries in business and group bookings. This increase in demand was the result of an increase in COVID-19 vaccination rates and an easing of governmental restrictions relative to the prior year. Also, 13 of our hotels' operations remained temporarily suspended throughout the first quarter of 2021.

Hotel operating expenses — Total hotel operating expenses increased by $101.7 million, of which $21.0 million was due to non-comparable properties, and the remaining increase was primarily due to resuming operations at our comparable properties and returning demand in the first quarter of 2022.

Depreciation and amortization — Depreciation and amortization expense increased by $3.7 million primarily due to our three non-comparable properties acquired in 2021.

Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, property insurance and ground rent increased by $1.9 million primarily due to an increase in ground rent at our three non-comparable properties acquired in 2021.

General and administrative — General and administrative expenses increased by $2.1 million primarily due to an increase of $1.6 million in compensation expense. General and administrative expenses consist of employee compensation costs, legal and professional fees, insurance and other expenses.

Impairment loss — For the three months ended March 31, 2022, we recognized an impairment loss of $61.0 million related to two hotels. For the three months ended March 31, 2021, we recognized an impairment loss of $14.9 million related to one hotel.

Interest expense — Interest expense decreased by $2.8 million primarily due to slightly lower interest rates in 2022.

Distributions to preferred shareholders — Distributions to preferred shareholders primarily increased as a result of the issuance of the Series G and Series H Cumulative Redeemable Preferred Shares in May 2021 and July 2021, respectively.

Critical Accounting Policies

Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

New Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies, to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for recently issued accounting pronouncements that may affect us.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash provided by our operations, borrowings under our credit facilities, net proceeds from equity and debt offerings, and net proceeds from hotel property sales. Our primary cash requirements in the short term (i.e., those requiring cash on or before March 31, 2023) will be to fund property lease obligations, interest and current principal on debt, capital improvements, dividends on common and preferred shares, and working capital of our hotel property operations. We believe our cash and cash equivalents, restricted cash and the amount available on our senior unsecured revolving credit facility, which totaled $694.4 million as of March 31, 2022, along with cash generated from ongoing operations will be sufficient to satisfy our short-term cash requirements. As of March 31, 2022, we had no off-balance sheet arrangements.

In order to maintain our qualification as a REIT, we must pay dividends to our shareholders of at least 90% of our taxable income. As a result of this requirement, we cannot rely on retained earnings to fund long-term liquidity requirements such as hotel property acquisitions, redevelopements and repayments of long-term debt. As such, we expect to continue to raise capital through equity and debt offerings to fund our growth.

For a discussion on the impact of the COVID-19 pandemic on our liquidity, see Overview.

Our material cash requirements include the following contractual and other obligations.

Debt

Our outstanding debt consisted of floating- and fixed-rate unsecured term loans, convertible senior notes, senior unsecured notes and mortgage loans with varying maturities. Our total debt had an aggregate face value of $2.5 billion as of March 31, 2022, as summarized in the following table.

	March 31, 2022
	(in thousands)
Revolving credit facilities	$	—
Term loans	1,433,068
Convertible senior notes	750,000
Senior unsecured notes	50,000
Mortgage loans	222,549
Total debt at face value	$	2,455,617

For further discussion on the components of our debt, see Note 5. Debt, to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

We have the option to extend certain of our current debt maturities with the payment of extension fees. Assuming we exercise all extension options available in our debt agreements, we expect that future principal and interest payments associated with our debt obligations outstanding as of March 31, 2022 will be $2.6 billion through their maturity, with $162.3 million payable on or before March 31, 2023. In April 2022, we repaid the remaining $26.3 million principal balance on our Second Term Loan using cash on hand. We intend to pay amounts due with available cash, borrowings under our revolving credit facility, or refinance with long term debt.

In February 2021 and December 2021, we amended the agreements governing our existing credit facilities, term loan facilities and senior notes to, among other things, waive financial covenants until the second quarter of 2022 (with substantially less-restrictive covenants through the end of the first quarter of 2023), extend certain debt maturity dates and increase the interest rate spread.

We are in compliance with all covenants governed by our existing credit facilities, term loan and senior note facilities.

Our mortgage loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender.

The mortgage loan associated with Estancia La Jolla Hotel & Spa triggered the cash trap provisions prior to our acquisition of this hotel property, and therefore excess cash flow from hotel operations from this hotel is being held by the lender in cash management accounts and is reflected as restricted cash in our consolidated balance sheets. Cash will be released from the lockbox once the hotel reaches profitability levels that terminate the cash trap or the loan is paid off. Cash held in the lockbox is not available for distribution for general corporate use or distribution to the shareholders. Margaritaville Hollywood Beach Resort also triggered cash trap provisions prior to our acquisition, but was released from this provision during the first quarter of 2022.

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Hotel, ground and finance lease obligations

Our properties that are subject to hotel, ground or finance leases, as noted in Note 11, Commitment and Contingencies, to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in consumer price index ("CPI") and may be subject to minimum and maximum increases.

Future fixed minimum payments associated with our hotel, ground and finance leases total $1.8 billion as of March 31, 2022, with $20.5 million payable within the next 12 months.

Purchase commitments

As of March 31, 2022, we had $5.3 million of outstanding purchase commitments, all of which will be paid within the next 12 months. These purchase commitments represent outstanding purchase orders and contracts that have been executed for capital and renovation projects at our properties. See Capital Investments for discussion on planned capital investments.

Preferred dividends

We expect to pay aggregate annual dividends of approximately $45.4 million on our outstanding Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares within the next 12 months and in each future year until the shares are redeemed. For further discussion on our preferred shares, see Note 7. Equity, to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Sources and Uses of Cash

Our principal sources of cash are cash from operations, draws on our credit facilities, net proceeds from equity and debt offerings, and net proceeds from property sales. Our principal uses of cash are asset acquisitions, debt service payments, the redemption of equity securities, capital investments, operating costs, corporate expenses and dividends.

Operating Activities. Our net cash provided by (used in) operating activities was $38.8 million for the three months ended March 31, 2022 and $(7.1) million for the three months ended March 31, 2021. Fluctuations in our net cash provided by (used in) operating activities are primarily the result of changes in hotel revenues, operating cash requirements and corporate expenses. The increase in cash provided by (used in) operations in 2022 as compared to 2021 is due to the resumption of operations at our hotels, as 13 of our hotels' operations remained temporarily suspended throughout the first quarter of 2021.

Investing Activities. Our net cash provided by (used in) investing activities was $(20.0) million for the three months ended March 31, 2022 and $(9.7) million for the three months ended March 31, 2021. Fluctuations in our net cash provided by (used in) investing activities are primarily the result of acquisition and disposition activities, as well as capital improvements and additions to our properties.

•During the three months ended March 31, 2022, we invested $19.9 million in improvements to our hotel properties.

•During the three months ended March 31, 2021, we invested $9.6 million in improvements to our hotel properties.

Financing Activities. Our net cash provided by (used in) financing activities was $(15.2) million for the three months ended March 31, 2022 and $5.1 million for the three months ended March 31, 2021. Fluctuations in our net cash provided by (used in) financing activities are primarily the result of our issuance and repurchase of debt and equity securities and distributions paid on our preferred and common shares.

•During the three months ended March 31, 2022, we paid $12.7 million in preferred and common distributions.

•During the three months ended March 31, 2021, we borrowed $263.8 million in other debt; repaid $40.0 million of revolving credit facilities borrowings and $177.0 million in other debt; paid $9.5 million in preferred and common distributions; purchased $21.0 million in Capped Call Transactions; and paid $9.6 million in financing fees.

Capital Investments

We maintain and intend to continue maintaining all of our hotels in good repair and condition, in conformity with applicable laws and regulations, in accordance with franchisor standards when applicable and in accordance with agreed-upon requirements in our management agreements. Routine capital investments will be administered by the hotel management companies. However, we maintain approval rights over the capital investments as part of the annual budget process and as otherwise required from time to time.

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Certain of our hotel properties may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guest rooms, meeting space and restaurants, in order to better compete with other hotels in our markets. In addition, after we acquire a hotel property, we are often required by the franchisor or brand manager, if any, to complete a property improvement plan (“PIP”) in order to bring the hotel property up to the franchisor’s or brand’s standards. Generally, we expect to fund renovations and improvements with available cash, restricted cash, borrowings under our credit facility or proceeds from new debt or equity offerings.

For the three months ended March 31, 2022, we invested $19.9 million in capital investments to reposition and improve our properties, including the renovations of Hotel Vitale and Hotel Ziggy (formerly Grafton on Sunset).

Depending on market conditions, we expect to invest a total of $100.0 million to $120.0 million in capital investments in 2022, which includes approximately $50.0 million in redevelopment and repositioning projects at Hotel Vitale, Skamania Lodge, Solamar Hotel, Hilton San Diego Gaslamp Quarter and Jekyll Island Club Resort.

Common Share Repurchase Program and ATM Program

On February 22, 2016, we announced that our Board of Trustees authorized a share repurchase program of up to $150.0 million of the Company's outstanding common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. No common shares were repurchased by the Company under the share repurchase program during the three months ended March 31, 2022. As of March 31, 2022, $56.6 million of common shares remained available for repurchase under this program. The credit agreements governing our existing indebtedness prohibit us from repurchasing common shares until we have certified compliance with certain financial covenants through June 30, 2022.

On July 27, 2017, we announced that our Board of Trustees authorized a new share repurchase program of up to $100.0 million of the Company's outstanding common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. This $100.0 million share repurchase program will commence upon the completion of our $150.0 million share repurchase program.

On April 29, 2021, we filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). No common shares were issued or sold under the ATM program during the three months ended March 31, 2022. As of March 31, 2022, $200.0 million of common shares remained available for issuance under the ATM program.

Inflation

We rely on the performance of the hotels to increase revenues to keep pace with inflation. Generally, our hotel operators possess the ability to adjust room rates daily, except for group or corporate rates contractually committed to in advance, although competitive pressures may limit the ability of our operators to raise rates faster than inflation or even at the same rate.

Seasonality

Demand in the lodging industry is affected by recurring seasonal patterns which are greatly influenced by overall economic cycles, geographic locations, weather and customer mix at the hotels. Generally, our hotels have lower revenue, operating income and cash flow in the first quarter of each year and higher revenue, operating income and cash flow in the third quarter of each year. The historical trend has been disrupted as a result of COVID-19. We expect that our portfolio will return to more normal historical seasonality trends in 2022.

Derivative Instruments

In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments including interest rate swaps, caps and collars to manage or hedge interest rate risk. Derivative instruments are subject to fair value reporting at each reporting date and the increase or decrease in fair value is recorded in net income (loss) or accumulated other comprehensive income (loss), based on the applicable hedge accounting guidance. Derivatives expose the Company to credit risk in the event of non-performance by the counter parties under the terms of the interest rate hedge agreements. We believe we minimize the credit risk by transacting with major credit-worthy financial institutions.

As of March 31, 2022, we have interest rate swap agreements with an aggregate notional amount of $1.1 billion to hedge variable interest rates on our unsecured term loans. We have designated these pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. For a further discussion of our derivative instruments see Note 5. Debt, to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

28

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Interest Rate Sensitivity

We are exposed to market risk from changes in interest rates. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose us to the risks that the other parties to the agreements will not perform, that we could incur significant costs associated with the settlement of the agreements, and that the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under guidance included in ASC 815 "Derivatives and Hedging."

As of March 31, 2022, $454.6 million of our aggregate indebtedness (18.5% of total indebtedness) was subject to variable interest rates, excluding amounts outstanding under the term loan facilities that have been effectively swapped into fixed rates. If interest rates on our variable rate debt increase or decrease by 0.1 percent, our annual interest expense will increase or decrease by approximately $0.5 million, respectively.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes to our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

29

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The nature of the operations of our hotels exposes the hotels and us to the risk of claims and litigation in the normal course of business. We are not presently subject to any material litigation nor, to our knowledge, is any litigation threatened against us, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on our liquidity, results of operations or our financial condition.

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 1, 2022 - January 31, 2022	—	$	—	—	—
February 1, 2022 - February 28, 2022	—	$	—	—	—
March 1, 2022 - March 31, 2022	—	$	—	—	—
Total	—	$	—	—	$	56,600,000

______________________

(1)     On February 22, 2016, the Company announced its Board of Trustees authorized a share repurchase program of up to $150.0 million of the Company's outstanding common shares. Under this program, the Company may repurchase its common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. The amount in this column does not include the approximate dollar value of shares that may yet be purchased under the $100.0 million share repurchase program that was announced on July 27, 2017, which will commence upon the completion of the Company's $150.0 million share repurchase program. See Note 7. Equity, to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information about the $100.0 million share repurchase program.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

30

Item 6. Exhibits.

Exhibit Number	Description of Exhibit
3.1	Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of July 23, 2021 (incorporated by reference to Exhibit 3.2 to Pebblebrook Hotel Trust’s Current Report on Form 8‑K filed with the SEC on July 27, 2021 (File No. 001‑34571)).
31.1†	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1††	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2††	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.(1)
101.SCH	Inline XBRL Taxonomy Extension Schema Document(1)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document(1)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document(1)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document(1)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document(1)
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)(1)

________________

†    Filed herewith.

††    Furnished herewith.

(1)    Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; (v) Notes to Consolidated Financial Statements; and (vi) Cover Page (in connection with Exhibit 104).

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PEBBLEBROOK HOTEL TRUST
Date:	April 26, 2022	/s/ JON E. BORTZ
		Jon E. Bortz
		Chairman, President and Chief Executive Officer

32

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jon E. Bortz, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Pebblebrook Hotel Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	April 26, 2022	/s/ JON E. BORTZ
		Jon E. Bortz
		Chairman, President and Chief Executive Officer (principal executive officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Raymond D. Martz, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Pebblebrook Hotel Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	April 26, 2022	/s/ RAYMOND D. MARTZ
		Raymond D. Martz
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)

EX-32.1

Exhibit 32.1

Certification Pursuant To

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Pebblebrook Hotel Trust (the “Company”) on Form 10-Q for the period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jon E. Bortz, Chairman, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	April 26, 2022	/s/ JON E. BORTZ
		Jon E. Bortz
		Chairman, President and Chief Executive Officer (principal executive officer)

EX-32.2

Exhibit 32.2

Certification Pursuant To

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Pebblebrook Hotel Trust (the “Company”) on Form 10-Q for the period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond D. Martz, Executive Vice President, Chief Financial Officer, Treasurer and Secretary, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	April 26, 2022	/s/ RAYMOND D. MARTZ
		Raymond D. Martz
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	Apr. 19, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-34571
Entity Registrant Name	PEBBLEBROOK HOTEL TRUST
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	27-1055421
Entity Address, Address Line One	4747 Bethesda Avenue
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	(240)
Local Phone Number	507-1300
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		131,351,374
Entity Central Index Key	0001474098
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Shares, $0.01 par value per share
Document Information [Line Items]
Title of 12(b) Security	Common Shares, $0.01 par value per share
Trading Symbol	PEB
Security Exchange Name	NYSE
Series E Cumulative Redeemable Preferred Shares, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	Series E Cumulative Redeemable Preferred Shares, $0.01 par value
Trading Symbol	PEB-PE
Security Exchange Name	NYSE
Series F Cumulative Redeemable Preferred Shares, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	Series F Cumulative Redeemable Preferred Shares, $0.01 par value
Trading Symbol	PEB-PF
Security Exchange Name	NYSE
Series G Cumulative Redeemable Preferred Shares, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	Series G Cumulative Redeemable Preferred Shares, $0.01 par value
Trading Symbol	PEB-PG
Security Exchange Name	NYSE
Series H Cumulative Redeemable Preferred Shares, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	Series H Cumulative Redeemable Preferred Shares, $0.01 par value
Trading Symbol	PEB-PH
Security Exchange Name	NYSE

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
ASSETS
Investment in hotel properties, net	$ 5,975,857	$ 6,079,333
Cash and cash equivalents	69,446	58,518
Restricted cash	26,507	33,729
Hotel receivables (net of allowance for doubtful accounts of $236 and $1,142, respectively)	40,645	37,045
Prepaid expenses and other assets	66,918	52,565
Total assets	6,179,373	6,261,190
LIABILITIES AND EQUITY
Debt	2,443,090	2,441,888
Accounts payable, accrued expenses and other liabilities	233,298	250,584
Lease liabilities - operating leases	319,375	319,426
Deferred revenues	78,756	69,064
Accrued interest	8,355	4,567
Distribution payable	11,565	11,756
Total liabilities	3,094,439	3,097,285
Commitments and contingencies (Note 11)
Shareholders’ equity:
Preferred shares of beneficial interest, $.01 par value (liquidation preference $740,000 at March 31, 2022 and December 31, 2021), 100,000,000 shares authorized; 29,600,000 shares issued and outstanding at March 31, 2022 and December 31, 2021	296	296
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 130,904,299 shares issued and outstanding at March 31, 2022 and 130,813,750 shares issued and outstanding at December 31, 2021	1,309	1,308
Additional paid-in capital	4,269,322	4,268,042
Accumulated other comprehensive income (loss)	12,092	(19,442)
Distributions in excess of retained earnings	(1,206,019)	(1,094,023)
Total shareholders’ equity	3,077,000	3,156,181
Non-controlling interests	7,934	7,724
Total equity	3,084,934	3,163,905
Total liabilities and equity	$ 6,179,373	$ 6,261,190

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 236,000	$ 1,142,000
Preferred shares of beneficial interest, par value (in usd per share)	$ 0.01	$ 0.01
Preferred shares of beneficial interest, liquidation preference value	$ 740,000,000	$ 740,000,000
Preferred shares of beneficial interest, authorized (in shares)	100,000,000	100,000,000
Preferred shares of beneficial interest, issued (in shares)	29,600,000	29,600,000
Preferred shares of beneficial interest, outstanding (in shares)	29,600,000	29,600,000
Common shares of beneficial interest, par value (in usd per share)	$ 0.01	$ 0.01
Common shares of beneficial interest, authorized (in shares)	500,000,000	500,000,000
Common shares of beneficial interest, issued (in shares)	130,904,299	130,813,750
Common shares of beneficial interest, outstanding (in shares)	130,904,299	130,813,750

XML

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues:
Total revenues	$ 258,068	$ 83,643
Hotel operating expenses:
Total hotel operating expenses	174,360	72,681
Depreciation and amortization	59,100	55,443
Real estate taxes, personal property taxes, property insurance, and ground rent	30,457	28,590
General and administrative	9,708	7,646
Impairment loss	60,983	14,856
Other operating expenses	1,123	562
Total operating expenses	335,731	179,778
Operating income (loss)	(77,663)	(96,135)
Interest expense	(22,572)	(25,331)
Other	19	29
Income (loss) before income taxes	(100,216)	(121,437)
Income tax (expense) benefit	0	(3)
Net income (loss)	(100,216)	(121,440)
Net income (loss) attributable to non-controlling interests	(686)	(858)
Net income (loss) attributable to the Company	(99,530)	(120,582)
Distributions to preferred shareholders	(11,344)	(8,139)
Net income (loss) attributable to common shareholders	$ (110,874)	$ (128,721)
Net income (loss) per share available to common shareholders, basic (in usd per share)	$ (0.85)	$ (0.98)
Net income (loss) per share available to common shareholders, diluted (in usd per share)	$ (0.85)	$ (0.98)
Weighted-average number of common shares, basic (in shares)	130,904,299	130,775,873
Weighted-average number of common shares, diluted (in shares)	130,904,299	130,775,873
Comprehensive Income:
Net income (loss)	$ (100,216)	$ (121,440)
Other comprehensive income (loss):
Change in fair value of derivative instruments	27,367	9,736
Amounts reclassified from other comprehensive income	4,374	6,418
Comprehensive income (loss)	(68,475)	(105,286)
Comprehensive income (loss) attributable to non-controlling interests	(479)	(752)
Comprehensive income (loss) attributable to the Company	(67,996)	(104,534)
Room
Revenues:
Total revenues	168,632	53,463
Hotel operating expenses:
Total hotel operating expenses	42,463	16,710
Food and beverage
Revenues:
Total revenues	62,424	14,809
Hotel operating expenses:
Total hotel operating expenses	46,050	10,743
Other
Revenues:
Total revenues	27,012	15,371
Hotel operating expenses:
Total hotel operating expenses	$ 85,847	$ 45,228

XML

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Preferred Shares	Common Shares	Additional Paid-In Capital	Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income (Loss)	Distributions in Excess of Retained Earnings	Total Shareholders' Equity	Total Shareholders' Equity Cumulative Effect, Period of Adoption, Adjustment	Non-Controlling Interests
Beginning balance (in shares) at Dec. 31, 2020			20,400,000	130,673,300
Beginning balance at Dec. 31, 2020	$ 3,264,326	$ (113,099)	$ 204	$ 1,307	$ 4,169,870	$ (113,099)	$ (60,071)	$ (853,973)	$ 3,257,337	$ (113,099)	$ 6,989
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares, net of offering costs	(10)				(10)				(10)
Issuance of common shares for Board of Trustees compensation (in shares)				27,711
Issuance of common shares for Board of Trustees compensation	516			$ 1	515				516
Repurchase of common shares (in shares)				(38,310)
Repurchase of common shares	(720)			$ (1)	(719)				(720)
Share-based compensation (in shares)				150,216
Share-based compensation	3,628			$ 1	3,278				3,279		349
Distributions on common shares/units	(1,085)							(1,077)	(1,077)		(8)
Distributions on preferred shares	(8,139)							(8,139)	(8,139)		0
Purchases of capped calls in connection with convertible senior notes	(20,975)				(20,975)				(20,975)
Other comprehensive income (loss):
Change in fair value of derivative instruments	9,736						9,736		9,736
Amounts reclassified from other comprehensive income	6,418						6,418		6,418
Net income (loss)	(121,440)							(120,582)	(120,582)		(858)
Ending balance (in shares) at Mar. 31, 2021			20,400,000	130,812,917
Ending balance at Mar. 31, 2021	3,019,156		$ 204	$ 1,308	4,038,860		(43,917)	(983,771)	3,012,684		6,472
Beginning balance (in shares) at Dec. 31, 2021			29,600,000	130,813,750
Beginning balance at Dec. 31, 2021	3,163,905		$ 296	$ 1,308	4,268,042		(19,442)	(1,094,023)	3,156,181		7,724
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares for Board of Trustees compensation (in shares)				33,866
Issuance of common shares for Board of Trustees compensation	738			$ 1	737				738
Repurchase of common shares (in shares)				(49,787)
Repurchase of common shares	(1,113)			$ (1)	(1,112)				(1,113)
Share-based compensation (in shares)				106,470
Share-based compensation	2,354			$ 1	1,655				1,656		698
Distributions on common shares/units	(1,131)							(1,122)	(1,122)		(9)
Distributions on preferred shares	(11,344)							(11,344)	(11,344)
Other comprehensive income (loss):
Change in fair value of derivative instruments	27,367						27,160		27,160		207
Amounts reclassified from other comprehensive income	4,374						4,374		4,374
Net income (loss)	(100,216)							(99,530)	(99,530)		(686)
Ending balance (in shares) at Mar. 31, 2022			29,600,000	130,904,299
Ending balance at Mar. 31, 2022	$ 3,084,934		$ 296	$ 1,309	$ 4,269,322		$ 12,092	$ (1,206,019)	$ 3,077,000		$ 7,934

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities:
Net income (loss)	$ (100,216)	$ (121,440)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	59,100	55,443
Share-based compensation	2,354	2,182
Amortization of deferred financing costs, non-cash interest and other amortization	3,489	4,744
Impairment loss	60,983	14,856
Non-cash ground rent	2,489	1,521
Other adjustments	(1,906)	69
Changes in assets and liabilities:
Hotel receivables	(2,694)	(6,800)
Prepaid expenses and other assets	(2,127)	1,686
Accounts payable and accrued expenses	7,147	35,110
Deferred revenues	10,213	5,493
Net cash provided by (used in) operating activities	38,832	(7,136)
Investing activities:
Improvements and additions to hotel properties	(19,906)	(9,623)
Other investing activities	(47)	(47)
Net cash provided by (used in) investing activities	(19,953)	(9,670)
Financing activities:
Payment of offering costs — common and preferred shares	0	(10)
Payment of deferred financing costs	(32)	(9,576)
Repayments under revolving credit facilities	0	(40,000)
Proceeds from debt	0	263,750
Repayments of debt	(324)	(177,000)
Purchases of capped calls for convertible senior notes	0	(20,975)
Repurchases of common shares	(1,113)	(720)
Distributions — common shares/units	(1,322)	(1,312)
Distributions — preferred shares	(11,344)	(8,139)
Repayments of refundable membership deposits	(1,038)	(880)
Net cash provided by (used in) financing activities	(15,173)	5,138
Net change in cash and cash equivalents and restricted cash	3,706	(11,668)
Cash and cash equivalents and restricted cash, beginning of year	92,247	136,300
Cash and cash equivalents and restricted cash, end of period	$ 95,953	$ 124,632

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Organization

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

Pebblebrook Hotel Trust (the "Company") is an internally managed hotel investment company, formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major United States cities, with an emphasis on major gateway coastal markets.

As of March 31, 2022, the Company owned 53 hotels with a total of 13,247 guest rooms. The hotel properties are located in: Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Miami (Coral Gables), Florida; Los Angeles, California (Beverly Hills, Santa Monica, and West Hollywood); Naples, Florida; Philadelphia, Pennsylvania; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Seattle, Washington; Stevenson, Washington; and Washington, D.C.

Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of March 31, 2022, the Company owned 99.3% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.7% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to maintain its qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), a taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements.

COVID-19 and Liquidity Update

In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") to be a global pandemic and the virus spread throughout the United States and the world. As a result of this pandemic and subsequent government mandates, health official recommendations, corporate policy changes and individual responses, hotel demand dramatically declined. In response, the Company implemented significant cost controls, salary reductions and temporarily suspended operations at 47 of its hotels and resorts in 2020. In addition, to improve liquidity, the Company raised capital by issuing convertible notes and additional preferred shares. The Company also amended the agreements governing its existing credit facilities, term loan facilities and unsecured senior notes which, among other things, waived quarterly financial covenants until the second quarter of 2022, with substantially less-restrictive covenants through the end of the first quarter of 2023.

As demand has since improved as a result of an increase in vaccinations and corresponding lifting of governmental restrictions and recommendations, the Company gradually reopened its hotels and resorts. As of July 1, 2021, all of the Company's hotels and resorts were open, with the exception of Hotel Vitale, whose operations will remain suspended until the completion of its renovations and repositioning, which is expected to occur in the second quarter of 2022.

The COVID-19 pandemic has had a significant negative impact on the Company's operations and financial results and is expected to continue to have a negative impact on the Company's results of operations, financial position and cash flows for the remainder of 2022. However, results have improved in the first quarter of 2022 relative to 2021 and this trend is expected to continue throughout 2022. The demand recovery has been led by strong leisure travel with a slower recovery in business and group travel. As a result of the strength in leisure travel, the Company's resort properties are operating at or above pre-pandemic levels.

Based on the amendments to the Company's credit agreements, assumptions regarding the recovery of demand and the Company's liquidity of $694.4 million as of March 31, 2022, the Company believes it has sufficient liquidity to meet its obligations for the next 12 months.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position. As discussed in Note 1, Organization, the COVID-19 pandemic has significantly impacted the hotels' operational performance. A continued reduction in travel may impact the Company's ability to service debt or meet other financial obligations.

New Accounting Pronouncements

Reference Rate Reform

In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021-01, Reference Rate Reform (Topic 848), respectively. ASU 2020-04 and ASU 2021-01 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022.

In 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company will continue to evaluate the impact of the adoption of ASU 2020-04 and ASU 2021-01 on its consolidated financial statements and disclosures.

Business Combinations

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 to have a material effect on its consolidated financial statements and disclosures.

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Acquisition and Disposition of Hotel Properties	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Acquisition and Disposition of Hotel Properties	Acquisition and Disposition of Hotel PropertiesThere were no acquisitions or dispositions of hotel properties during the three months ended March 31, 2022 and 2021.

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Investment in Hotel Properties

3 Months Ended

Mar. 31, 2022

Real Estate [Abstract]

Investment in Hotel Properties

Investment in Hotel Properties

Investment in hotel properties as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands):

	March 31, 2022		December 31, 2021
Land	$	902,262	$	926,330
Buildings and improvements	5,176,540		5,197,816
Furniture, fixtures and equipment	540,944		535,607
Finance lease asset	91,181		91,181
Construction in progress	13,624		15,869
	$	6,724,551	$	6,766,803
Right-of-use asset, operating leases	376,574		378,939
Investment in hotel properties	$	7,101,125	$	7,145,742
Less: Accumulated depreciation	(1,125,268)		(1,066,409)
Investment in hotel properties, net	$	5,975,857	$	6,079,333

Impairment

The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. As a result of the ongoing effects of the COVID-19 pandemic on its expected future operating cash flows and estimated hold periods for certain properties, the Company determined certain impairment triggers had occurred and therefore, the Company assessed its investment in hotel properties for recoverability. Based on the analyses performed, for the three months ended March 31, 2022, the Company recognized an impairment loss of $61.0 million related to two hotels as a result of their fair values being lower than their carrying values. The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements using information from marketing efforts for these properties. For the three months ended March 31, 2021, the Company recognized an impairment loss of $14.9 million related to one hotel as a result of its fair value being lower than its carrying value. The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements using information from marketing efforts for this property.

Right-of-use Assets and Lease Liabilities

The Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases. When the rate implicit in the lease could not be determined, the Company used incremental borrowing rates, which ranged from 4.7% to 7.6%. In addition, the term used includes any options to exercise extensions when it is reasonably certain the Company will exercise such options. See Note 11. Commitments and Contingencies, for additional information about the ground leases.

The right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements. As of March 31, 2022, the Company's lease liabilities consisted of operating lease liabilities of $319.4 million and financing lease liabilities of $42.2 million. As of December 31, 2021, the Company's lease liabilities consisted of operating lease liabilities of $319.4 million and financing lease liabilities of $42.0 million. The financing lease liabilities are included in accounts payable, accrued expenses and other liabilities on the Company's accompanying consolidated balance sheets.

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Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

DebtIn 2021, the Company amended the agreements governing its existing credit facilities, term loan facilities and senior notes to, among other things, waive financial covenants until the second quarter of 2022 (with substantially less-restrictive covenants through the end of the first quarter of 2023), extend certain debt maturity dates and increase the interest rate spread.

The Company's debt consisted of the following as of March 31, 2022 and December 31, 2021 (dollars in thousands):

				Balance Outstanding as of
	Interest Rate		Maturity Date	March 31, 2022		December 31, 2021
Revolving credit facilities
Senior unsecured credit facility	Floating	(1)(2)	March 2023	$	—	$	—
PHL unsecured credit facility	Floating	(3)	March 2023	—		—
Total revolving credit facilities				$	—	$	—
Unsecured term loans
First Term Loan	Floating	(4)	January 2023	26,000		26,000
First Term Loan Extended	Floating	(4)	March 2024	274,000		274,000
Second Term Loan	Floating	(4)(10)	April 2022	26,327		26,327
Fourth Term Loan	Floating	(4)	October 2024	110,000		110,000
Sixth Term Loan
Tranche 2021 Extended	Floating	(4)(8)	November 2022	82,071		82,071
Tranche 2022	Floating	(4)(9)	November 2022	114,670		114,670
Tranche 2023	Floating	(4)	November 2023	400,000		400,000
Tranche 2024	Floating	(4)	January 2024	400,000		400,000
Total Sixth Term Loan				996,741		996,741
Total term loans at stated value				1,433,068		1,433,068
Deferred financing costs, net				(4,883)		(5,812)
Total term loans				$	1,428,185	$	1,427,256
Convertible senior notes
Convertible senior notes	1.75%		December 2026	750,000		750,000
Debt premium (discount), net				11,020		11,605
Deferred financing costs, net				(15,386)		(16,204)
Total convertible senior notes				$	745,634	$	745,401
Senior unsecured notes
Series A Notes	5.15%	(5)	December 2023	47,600		47,600
Series B Notes	5.38%	(6)	December 2025	2,400		2,400
Total senior unsecured notes at stated value				50,000		50,000
Deferred financing costs, net				(142)		(162)
Total senior unsecured notes				$	49,858	$	49,838
Mortgage loans
Margaritaville Hollywood Beach Resort	Floating	(7)	May 2023	161,500		161,500
Estancia La Jolla Hotel & Spa	5.07%		September 2028	61,049		61,373
Total mortgage loans at stated value				222,549		222,873
Debt premium (discount), net				(2,447)		(2,735)
Deferred financing costs, net				(689)		(745)
Total mortgage loans				$	219,413	$	219,393
Total debt				$	2,443,090	$	2,441,888

______________________

(1)    Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin.

(2)    $39.0 million of the total borrowing capacity matured in January 2022. The Company has the option to extend the maturity date of March 2023 for the remaining $611.0 million for up to two six-month periods, pursuant to certain terms and conditions and payment of an extension fee.

(3)    Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin.

(4)    Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. As of March 31, 2022, approximately $1.1 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.05%, after taking into account interest rate swap agreements, and approximately $293.1 million bore an effective weighted-average floating interest rate of 2.82%. As of December 31, 2021, approximately $1.3 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.06%, after taking into account interest rate swap agreements, and approximately $113.1 million bore a weighted-average floating interest rate of 2.64%.

(5)    In February 2021, the interest rate increased from 4.70% to 5.15%. The increased interest rate is effective through the end of the waiver period.

(6)    In February 2021, the interest rate increased from 4.93% to 5.38%. The increased interest rate is effective through the end of the waiver period.

(7)    In April 2022, the Company exercised the option to extend the maturity date to May 2023. The loan bears interest at a floating rate equal to one-month LIBOR plus a weighted-average spread of 2.37%. The Company has the option to extend the maturity date to May 2024.

(8)    The Company has the option to extend the maturity date for $69.8 million of the principal balance by up to one year, subject to certain terms and conditions and payment of an extension fee.

(9)    The Company has the option to extend the maturity date for $93.0 million of the principal balance by up to one year, subject to certain terms and conditions and payment of an extension fee.

(10)    The Company used cash on hand to payoff this term loan upon maturity in April 2022.

Unsecured Revolving Credit Facilities

The Company has a $611.0 million senior unsecured revolving credit facility which will mature in March 2023, with options to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee. As of March 31, 2022, the Company had no outstanding borrowings, $12.6 million of outstanding letters of credit and borrowing capacity of $598.4 million remaining on its senior unsecured credit facility. Interest is paid on the periodic advances under the senior unsecured revolving credit facility at varying rates, based upon either the London Inter-bank Offered Rate ("LIBOR") or the alternate base rate, plus an additional margin amount, or spread. The Company has the ability to further increase the aggregate borrowing capacity under the credit agreement up to $1.3 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company’s leverage ratio. As a result of the amendments to the credit agreements, the spread on the borrowings is fixed at 2.40% during the waiver period. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value.

The Company also has a $20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. This credit facility has substantially similar terms as the Company's senior unsecured revolving credit facility and matures in March 2023. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company's leverage ratio. As a result of the amendments described above, the spread of the borrowings is fixed at 2.40% during the waiver period. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Company's credit agreement that governs the Company's senior unsecured revolving credit facility. As of March 31, 2022, the Company had no borrowings under the PHL Credit Facility and had $20.0 million borrowing capacity remaining available under the PHL Credit Facility.

Under the terms of the credit agreement for the unsecured revolving credit facility, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the unsecured revolving credit facility. The Company will incur a fee that shall be agreed upon with the issuing bank. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $12.6 million and $12.1 million were outstanding as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, 2022, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

Unsecured Term Loan Facilities

The Company has senior unsecured term loans with different maturities. Each unsecured term loan bears interest at a variable rate of a benchmark interest rate plus an applicable margin, depending on the Company's leverage ratio. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility. As of March 31, 2022, the Company was in compliance with all debt covenants of its term loan facilities.

The Company entered into interest rate swap agreements to fix the LIBOR rate on a portion of these unsecured term loan facilities. See Derivative and Hedging Activities for further discussion on the interest rate swaps.

Convertible Senior Notes

In December 2020, the Company issued $500.0 million aggregate principal amount of 1.75% Convertible Senior Notes due December 2026 (the "Convertible Notes"). The net proceeds from this offering of the Convertible Notes were approximately $487.3 million after deducting the underwriting fees and other expenses paid by the Company.

In February 2021, the Company issued an additional $250.0 million aggregate principal amount of Convertible Notes. These additional Convertible Notes were sold at a 5.5% premium to par and generated net proceeds of approximately $257.2 million after deducting the underwriting fees and other expenses paid by the Company of $6.5 million, which was offset by a premium received in the amount of $13.8 million.

The Convertible Notes are governed by an indenture (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Convertible Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 15th and December 15th of each year, beginning on June 15, 2021. The Convertible Notes will mature on December 15, 2026.

The Company separated the Convertible Notes issued in December 2020 into liability and equity components. The initial carrying amount of the liability component was $386.1 million and was calculated using a discount rate of 6.25%. The discount rate was based on the terms of debt instruments that were similar to the Convertible Notes. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the principal amount of such Convertible Notes, or $113.9 million. The amount recorded in equity was not subject to remeasurement or amortization. The $113.9 million also represented the initial discount recorded on the Convertible Notes. As a result of the Company's early adoption of ASU 2020-06 on January 1, 2021, the Convertible Notes are now recorded as a single liability with no portion recorded in equity. The Company also ceased recording non-cash interest expense associated with the amortization of the debt discount.

Prior to June 15, 2026, the Convertible Notes will be convertible upon certain circumstances. On and after June 15, 2026, holders may convert any of their Convertible Notes into the Company’s common shares of beneficial interest (“common shares”) at the applicable conversion rate at any time at their election two days prior to the maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances. As of March 31, 2022 and December 31, 2021, the if-converted value of the Convertible Notes did not exceed the principal amount.

The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after December 20, 2023 upon certain circumstances. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes may be increased.

In connection with the Convertible Notes issuances, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters of the offerings of the Convertible Notes or their respective affiliates and other financial institutions. The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of common shares underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the Capped Call Transactions is $33.0225 per share. The cost of the Capped Call Transactions entered into in December 2020 and February 2021 was $38.3 million and $21.0 million, respectively, and was recorded within additional paid-in capital.

Senior Unsecured Notes

The Company has $47.6 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.70% per annum and maturing in December 2023 (the "Series A Notes") and $2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93% per annum and maturing in December 2025 (the "Series B Notes"). As a result of the amendments described above, the interest rates of the Series A Notes and the Series B Notes are fixed at 5.15% and 5.38%, respectively, for the duration of the waiver period. The debt covenants of the Series A Notes and the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of March 31, 2022, the Company was in compliance with all such debt covenants.

Mortgage Loans

On September 23, 2021, the Company assumed a $161.5 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort ("Margaritaville"). The loan requires interest-only payments based on a floating interest rate of one-month LIBOR plus a weighted-average spread of 2.37%. The loan matures on May 9, 2023 and may be extended by one-year. If the loan is extended, the interest rate spread will increase by 20 basis points for the extension period only. The Company expects to exercise this extension. The loan is also subject to an interest rate cap agreement.

On December 1, 2021, the Company assumed a $61.7 million loan secured by a first-lien mortgage on the leasehold interest of Estancia La Jolla Hotel & Spa ("Estancia"). The loan requires both principal and interest monthly payments based on a fixed interest rate of 5.07%. The loan matures on September 1, 2028.

The Company's mortgage loans associated with Margaritaville and Estancia are non-recourse to the Company except for customary carve-outs to the general non-recourse liability. The loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. No event of default has occurred under the loan documents.

Estancia's mortgage loan triggered the cash trap provisions prior to its acquisition, and therefore cash from hotel operations is being held by the lender in the cash management accounts and is reflected as restricted cash in the accompanying consolidated balance sheets. Cash will be released from the lockbox once the hotel reaches profitability levels that terminate the cash trap or the loan is paid off. Margaritaville's mortgage loan also triggered cash trap provisions prior to its acquisition, but the hotel reached profitability levels that terminated the cash trap and all cash in the lockbox was released during the first quarter of 2022.

Interest Expense

The components of the Company's interest expense consisted of the following for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Unsecured revolving credit facilities	$	493	$	561
Unsecured term loan facilities	13,534		15,909
Convertible senior notes	3,281		2,819
Senior unsecured notes	645		1,252
Mortgage debt	1,810		—
Amortization of deferred financing fees, (premiums) and discounts	2,285		2,659
Other	524		2,131
Total interest expense	$	22,572	$	25,331

Fair Value

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of March 31, 2022 and December 31, 2021 was $714.7 million and $747.8 million, respectively. The estimated fair value of the Company's variable rate debt approximates its book value.

Derivative and Hedging Activities

The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company's interest rate swaps at March 31, 2022 and December 31, 2021 consisted of the following, by maturity date (dollars in thousands):

			Aggregate Notional Value as of
Hedge Type	Interest Rate Range	Maturity	March 31, 2022		December 31, 2021
Swap-cash flow	1.78% - 1.79%	January 2022	$	—	$	180,000
Swap-cash flow	1.64% - 1.68%	April 2022	100,000		100,000
Swap-cash flow	0.17%	January 2023	200,000		200,000
Swap-cash flow	1.99%	November 2023	250,000		250,000
Swap-cash flow	2.60%	January 2024	300,000		300,000
Swap-cash flow	1.43% - 1.44%	February 2026	290,000		290,000
Total			$	1,140,000	$	1,320,000

The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps and caps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

As of March 31, 2022, the Company's derivative instruments were in both asset and liability positions, with aggregate asset and liability fair values of $13.8 million and $1.6 million, respectively. Derivative assets are included in prepaid expenses and other assets and derivative liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. The Company expects approximately $0.2 million will be reclassified from accumulated other comprehensive income (loss) to interest expense within the next 12 months.

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Revenue

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Southern Florida/Georgia	$	85,241	$	35,244
San Diego, CA	52,879		14,678
Los Angeles, CA	36,221		8,040
Boston, MA	33,936		9,757
San Francisco, CA	14,067		2,953
Portland, OR	13,524		5,782
Other (1)	7,283		2,975
Chicago, IL	6,668		1,824
Washington, D.C.	6,276		1,902
Seattle, WA	1,973		488
	$	258,068	$	83,643

______________________

(1)     Other includes: New York, NY, Philadelphia, PA and Santa Cruz, CA.

Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months.

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Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Equity

Equity

Common Shares

The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees.

Share Repurchase Program

On February 22, 2016, the Company announced that the Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Upon repurchase by the Company, common shares cease to be outstanding and become authorized but unissued common shares. For the three months ended March 31, 2022, the Company had no repurchases under this program and as of March 31, 2022, $56.6 million of common shares remained available for repurchase under this program. The credit agreements governing the Company's existing indebtedness prohibit the Company from repurchasing common shares until the Company has certified compliance with certain financial covenants through June 30, 2022.

On July 27, 2017, the Company announced that the Board of Trustees authorized a new share repurchase program of up to $100.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. This $100.0 million share repurchase program will commence upon completion of the Company's $150.0 million share repurchase program.

ATM Program

On April 29, 2021, the Company filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). No common shares were issued or sold under the ATM program during the three months ended March 31, 2022. As of March 31, 2022, $200.0 million of common shares remained available for issuance under the ATM program.

Common Dividends

The Company declared the following dividends on common shares/units for the three months ended March 31, 2022:

Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
$	0.01	March 31, 2022	March 31, 2022	April 15, 2022

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (“preferred shares”).

In May 2021, the Company issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $222.6 million. In July 2021, the Company issued 10,000,000 5.70% Series H Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $242.1 million.

In August 2021, the Company redeemed all outstanding 6.50% Series C Cumulative Redeemable Preferred Shares and 6.375% Series D Cumulative Redeemable Preferred Shares at the redemption amount of $25.00 per share plus accrued and unpaid dividends of $0.17 and $0.16 per share, respectively.

The following Preferred Shares were outstanding as of March 31, 2022 and December 31, 2021:

Security Type	March 31, 2022	December 31, 2021
6.375% Series E	4,400,000	4,400,000
6.30% Series F	6,000,000	6,000,000
6.375% Series G	9,200,000	9,200,000
5.70% Series H	10,000,000	10,000,000
	29,600,000	29,600,000

.

The Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption. The Company may redeem the Series E and Series F Preferred Shares at any time. The Series G and Series H Preferred Shares may not be redeemed prior to May 13, 2026 and July 27, 2026, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after such dates, the Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE MKT or Nasdaq, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares.

Preferred Dividends

The Company declared the following dividends on preferred shares for the three months ended March 31, 2022:

Security Type	Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
6.375% Series E	$	0.40	March 31, 2022	March 31, 2022	April 15, 2022
6.30% Series F	$	0.39	March 31, 2022	March 31, 2022	April 15, 2022
6.375% Series G	$	0.40	March 31, 2022	March 31, 2022	April 15, 2022
5.70% Series H	$	0.36	March 31, 2022	March 31, 2022	April 15, 2022

Non-controlling Interest of Common Units in Operating Partnership

Holders of Operating Partnership units ("OP units") have certain redemption rights that enable OP Unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.

On November 30, 2018, in connection with the merger with LaSalle Hotel Properties ("LaSalle"), the Company issued 133,605 OP units in the Operating Partnership to third-party limited partners of LaSalle's operating partnership. As of March 31, 2022 and December 31, 2021, the Operating Partnership had 133,605 OP units held by third parties, excluding LTIP units.

As of March 31, 2022, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP") units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

As of March 31, 2022 and December 31, 2021, the Operating Partnership had 727,208 LTIP units outstanding. Of the 727,208 LTIP units outstanding at March 31, 2022, 127,111 LTIP units have vested. Only vested LTIP units may be converted to common OP units, which in turn can be tendered for redemption as described above.

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Share-Based Compensation Plan

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-Based Compensation Plan

Share-Based Compensation Plan

Available Shares

The Company maintains the 2009 Equity Incentive Plan, as amended and restated (as amended, the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers. On May 19, 2021, the Company’s shareholders approved an amendment to the Plan which increased the aggregate number of common shares that may be issued under the Plan as share awards, performance units, options, share appreciation rights and other equity-based awards by 1,675,000. As of March 31, 2022, there were 1,839,323 common shares available for issuance under the Plan.

Service Condition Share Awards

The following table provides a summary of service condition restricted share activity as of March 31, 2022:

	Shares	Weighted-Average Grant Date  Fair Value
Unvested at December 31, 2021	567,431	$	22.53
Vested	(106,470)	$	26.17
Forfeited	(13,886)	$	22.78
Unvested at March 31, 2022	447,075	$	21.65

For the three months ended March 31, 2022 and 2021, the Company recognized approximately $0.8 million of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.

Performance-Based Equity Awards

For the three months ended March 31, 2022 and 2021, the Company recognized approximately $0.9 million and $1.0 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.

Long-Term Incentive Partnership ("LTIP") Units

As of March 31, 2022, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

As of March 31, 2022 and December 31, 2021, the Operating Partnership had 727,208 LTIP units outstanding. Of the 727,208 LTIP units outstanding at March 31, 2022, 127,111 LTIP units have vested. Only vested LTIP units may be converted to common OP units, which in turn can be tendered for redemption as described in Note 7, Equity.

For the three months ended March 31, 2022 and 2021, the Company recognized approximately $0.7 million and $0.3 million, respectively, in expense related to these LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.

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Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

PHL is subject to federal and state corporate income taxes at statutory tax rates. Given the continued negative impact of the COVID-19 pandemic on the Company's financial results and uncertainties about the Company's ability to utilize its net operating loss in future years, the Company has recorded a valuation allowance on its income tax benefit for the three months ended March 31, 2022, and has recorded a valuation allowance on all deferred tax assets.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. As of March 31, 2022 and December 31, 2021, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2017.

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Earnings Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

Earnings (Loss) Per Share

The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):

	For the three months ended March 31,
	2022		2021
Numerator:
Net income (loss) attributable to common shareholders	$	(110,874)	$	(128,721)
Less: dividends paid on unvested share-based compensation	(10)		(12)
Net income (loss) available to common shareholders	$	(110,884)	$	(128,733)
Denominator:
Weighted-average number of common shares — basic	130,904,299		130,775,873
Effect of dilutive share-based compensation	—		—
Weighted-average number of common shares — diluted	130,904,299		130,775,873
Net income (loss) per share available to common shareholders — basic	$	(0.85)	$	(0.98)
Net income (loss) per share available to common shareholders — diluted	$	(0.85)	$	(0.98)

For the three months ended March 31, 2022 and 2021, 787,871 and 1,041,130, respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. For the three months ended March 31, 2022 and 2021, 29,441,175 of common shares underlying the Convertible Notes have been excluded from diluted shares as their effect would have been anti-dilutive. The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Hotel Management Agreements

The Company’s hotel properties are operated pursuant to management agreements with various management companies. The terms of these management agreements range from 1 year to 22 years, not including renewals, and 1 year to 52 years, including renewals. The majority of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to six times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement.

The management agreements require the payment of a base management fee generally between 1% and 4% of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel. For the three months ended March 31, 2022 and 2021, combined base and incentive management fees were $7.7 million and $2.3 million, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.

Reserve Funds

Certain of the Company’s agreements with its hotel managers, franchisors, ground lessors and lenders have provisions for the Company to provide funds, typically 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment.

Restricted Cash

At March 31, 2022 and December 31, 2021, the Company had $26.5 million and $33.7 million, respectively, in restricted cash, which consisted of funds held in cash management and lockbox accounts held by a lender, reserves for replacement of furniture and fixtures and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Hotel, Ground and Finance Leases

As of March 31, 2022, the following hotels were subject to leases as follows:

Lease Properties	Lease Type	Lease Expiration Date
Restaurant at Southernmost Beach Resort	Operating lease	April 2029
Paradise Point Resort & Spa	Operating lease	May 2050
Hotel Monaco Washington DC	Operating lease	November 2059
Argonaut Hotel	Operating lease	December 2059
Hotel Zephyr Fisherman's Wharf	Operating lease	February 2062
Viceroy Santa Monica Hotel	Operating lease	September 2065
Estancia La Jolla Hotel & Spa	Operating lease	January 2066
San Diego Mission Bay Resort	Operating lease	July 2068
Hotel Vitale	Operating lease	March 2070	(1)
Hyatt Regency Boston Harbor	Operating lease	April 2077
The Westin Copley Place, Boston	Operating lease	December 2077	(2)
The Liberty, a Luxury Collection Hotel, Boston	Operating lease	May 2080
Jekyll Island Club Resort and Restaurant	Operating lease	January 2089
Hotel Zelos San Francisco	Operating lease	June 2097
Hotel Palomar Los Angeles Beverly Hills	Operating lease	January 2107	(3)
Margaritaville Hollywood Beach Resort	Operating lease	July 2112
Hotel Zeppelin San Francisco	Operating and finance lease	June 2089	(4)
Harbor Court Hotel San Francisco	Finance lease	August 2052

______________________

(1)     The expiration date assumes the exercise of a 14-year extension option.

(2)     No payments are required through maturity.

(3)     The expiration date assumes the exercise of all 19 five-year extension options.

(4)     The expiration date assumes the exercise of a 30-year extension option.

The Company's leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in the consumer price index and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks.

The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income. The components of ground rent expense for the three months ended March 31, 2022 and 2021 are as follows (in thousands):

	For the three months ended March 31,
	2022		2021
Fixed ground rent	$	4,456	$	4,313
Variable ground rent	3,054		1,496
Total ground rent	$	7,510	$	5,809

Litigation

The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company.

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Supplemental Information to Statements of Cash Flows

3 Months Ended

Mar. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Supplemental Information to Statements of Cash Flows

Supplemental Information to Statements of Cash Flows (in thousands)

	For the three months ended March 31,
	2022		2021
Interest paid, net of capitalized interest	$	16,613	$	17,438
Interest capitalized	$	769	$	—
Income taxes paid (refunded)	$	—	$	(21)
Non-Cash Investing and Financing Activities:
Convertible debt discount adjustment	$	—	$	113,099
Distributions payable on common shares/units	$	1,345	$	1,524
Distributions payable on preferred shares	$	10,219	$	7,558
Issuance of common shares for Board of Trustees compensation	$	738	$	516
Issuance of common shares for executive and employee bonuses	$	—	$	1,446
Accrued additions and improvements to hotel properties	$	2,848	$	2,156
Write-off of fully amortized deferred financing costs	$	5,466	$	2,817

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Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn April 21, 2022, the Company announced that it executed a contract to acquire the Inn on Fifth in Naples, Florida. The purchase is expected to be completed by the end of the second quarter of 2022 and is subject to customary closing conditions. The Company offers no assurances that this acquisition will be completed on these terms or at all.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation.

Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

New Accounting Pronouncements

New Accounting Pronouncements

Reference Rate Reform

In March 2020 and January 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021-01, Reference Rate Reform (Topic 848), respectively. ASU 2020-04 and ASU 2021-01 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022.

In 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company will continue to evaluate the impact of the adoption of ASU 2020-04 and ASU 2021-01 on its consolidated financial statements and disclosures.

Business Combinations

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 to have a material effect on its consolidated financial statements and disclosures.

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Investment in Hotel Properties (Tables)

3 Months Ended

Mar. 31, 2022

Real Estate [Abstract]

Schedule of Investment in Hotel Properties

Investment in hotel properties as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands):

	March 31, 2022		December 31, 2021
Land	$	902,262	$	926,330
Buildings and improvements	5,176,540		5,197,816
Furniture, fixtures and equipment	540,944		535,607
Finance lease asset	91,181		91,181
Construction in progress	13,624		15,869
	$	6,724,551	$	6,766,803
Right-of-use asset, operating leases	376,574		378,939
Investment in hotel properties	$	7,101,125	$	7,145,742
Less: Accumulated depreciation	(1,125,268)		(1,066,409)
Investment in hotel properties, net	$	5,975,857	$	6,079,333

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Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

The Company's debt consisted of the following as of March 31, 2022 and December 31, 2021 (dollars in thousands):

				Balance Outstanding as of
	Interest Rate		Maturity Date	March 31, 2022		December 31, 2021
Revolving credit facilities
Senior unsecured credit facility	Floating	(1)(2)	March 2023	$	—	$	—
PHL unsecured credit facility	Floating	(3)	March 2023	—		—
Total revolving credit facilities				$	—	$	—
Unsecured term loans
First Term Loan	Floating	(4)	January 2023	26,000		26,000
First Term Loan Extended	Floating	(4)	March 2024	274,000		274,000
Second Term Loan	Floating	(4)(10)	April 2022	26,327		26,327
Fourth Term Loan	Floating	(4)	October 2024	110,000		110,000
Sixth Term Loan
Tranche 2021 Extended	Floating	(4)(8)	November 2022	82,071		82,071
Tranche 2022	Floating	(4)(9)	November 2022	114,670		114,670
Tranche 2023	Floating	(4)	November 2023	400,000		400,000
Tranche 2024	Floating	(4)	January 2024	400,000		400,000
Total Sixth Term Loan				996,741		996,741
Total term loans at stated value				1,433,068		1,433,068
Deferred financing costs, net				(4,883)		(5,812)
Total term loans				$	1,428,185	$	1,427,256
Convertible senior notes
Convertible senior notes	1.75%		December 2026	750,000		750,000
Debt premium (discount), net				11,020		11,605
Deferred financing costs, net				(15,386)		(16,204)
Total convertible senior notes				$	745,634	$	745,401
Senior unsecured notes
Series A Notes	5.15%	(5)	December 2023	47,600		47,600
Series B Notes	5.38%	(6)	December 2025	2,400		2,400
Total senior unsecured notes at stated value				50,000		50,000
Deferred financing costs, net				(142)		(162)
Total senior unsecured notes				$	49,858	$	49,838
Mortgage loans
Margaritaville Hollywood Beach Resort	Floating	(7)	May 2023	161,500		161,500
Estancia La Jolla Hotel & Spa	5.07%		September 2028	61,049		61,373
Total mortgage loans at stated value				222,549		222,873
Debt premium (discount), net				(2,447)		(2,735)
Deferred financing costs, net				(689)		(745)
Total mortgage loans				$	219,413	$	219,393
Total debt				$	2,443,090	$	2,441,888

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(1)    Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin.

(2)    $39.0 million of the total borrowing capacity matured in January 2022. The Company has the option to extend the maturity date of March 2023 for the remaining $611.0 million for up to two six-month periods, pursuant to certain terms and conditions and payment of an extension fee.

(3)    Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin.

(4)    Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. As of March 31, 2022, approximately $1.1 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.05%, after taking into account interest rate swap agreements, and approximately $293.1 million bore an effective weighted-average floating interest rate of 2.82%. As of December 31, 2021, approximately $1.3 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.06%, after taking into account interest rate swap agreements, and approximately $113.1 million bore a weighted-average floating interest rate of 2.64%.

(5)    In February 2021, the interest rate increased from 4.70% to 5.15%. The increased interest rate is effective through the end of the waiver period.

(6)    In February 2021, the interest rate increased from 4.93% to 5.38%. The increased interest rate is effective through the end of the waiver period.

(7)    In April 2022, the Company exercised the option to extend the maturity date to May 2023. The loan bears interest at a floating rate equal to one-month LIBOR plus a weighted-average spread of 2.37%. The Company has the option to extend the maturity date to May 2024.

(8)    The Company has the option to extend the maturity date for $69.8 million of the principal balance by up to one year, subject to certain terms and conditions and payment of an extension fee.

(9)    The Company has the option to extend the maturity date for $93.0 million of the principal balance by up to one year, subject to certain terms and conditions and payment of an extension fee.

(10)    The Company used cash on hand to payoff this term loan upon maturity in April 2022.

Schedule of Components of Interest Expense

The components of the Company's interest expense consisted of the following for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Unsecured revolving credit facilities	$	493	$	561
Unsecured term loan facilities	13,534		15,909
Convertible senior notes	3,281		2,819
Senior unsecured notes	645		1,252
Mortgage debt	1,810		—
Amortization of deferred financing fees, (premiums) and discounts	2,285		2,659
Other	524		2,131
Total interest expense	$	22,572	$	25,331

Schedule of Interest Rate Swaps

The Company's interest rate swaps at March 31, 2022 and December 31, 2021 consisted of the following, by maturity date (dollars in thousands):

			Aggregate Notional Value as of
Hedge Type	Interest Rate Range	Maturity	March 31, 2022		December 31, 2021
Swap-cash flow	1.78% - 1.79%	January 2022	$	—	$	180,000
Swap-cash flow	1.64% - 1.68%	April 2022	100,000		100,000
Swap-cash flow	0.17%	January 2023	200,000		200,000
Swap-cash flow	1.99%	November 2023	250,000		250,000
Swap-cash flow	2.60%	January 2024	300,000		300,000
Swap-cash flow	1.43% - 1.44%	February 2026	290,000		290,000
Total			$	1,140,000	$	1,320,000

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Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents revenues by geographic location for the three months ended March 31, 2022 and 2021 (in thousands):

	For the three months ended March 31,
	2022		2021
Southern Florida/Georgia	$	85,241	$	35,244
San Diego, CA	52,879		14,678
Los Angeles, CA	36,221		8,040
Boston, MA	33,936		9,757
San Francisco, CA	14,067		2,953
Portland, OR	13,524		5,782
Other (1)	7,283		2,975
Chicago, IL	6,668		1,824
Washington, D.C.	6,276		1,902
Seattle, WA	1,973		488
	$	258,068	$	83,643

______________________

(1)     Other includes: New York, NY, Philadelphia, PA and Santa Cruz, CA.

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Equity (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Common Dividends

The Company declared the following dividends on common shares/units for the three months ended March 31, 2022:

Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
$	0.01	March 31, 2022	March 31, 2022	April 15, 2022

Schedule of Preferred Shares Outstanding

The following Preferred Shares were outstanding as of March 31, 2022 and December 31, 2021:

Security Type	March 31, 2022	December 31, 2021
6.375% Series E	4,400,000	4,400,000
6.30% Series F	6,000,000	6,000,000
6.375% Series G	9,200,000	9,200,000
5.70% Series H	10,000,000	10,000,000
	29,600,000	29,600,000

.

Schedule of Preferred Dividends

The Company declared the following dividends on preferred shares for the three months ended March 31, 2022:

Security Type	Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
6.375% Series E	$	0.40	March 31, 2022	March 31, 2022	April 15, 2022
6.30% Series F	$	0.39	March 31, 2022	March 31, 2022	April 15, 2022
6.375% Series G	$	0.40	March 31, 2022	March 31, 2022	April 15, 2022
5.70% Series H	$	0.36	March 31, 2022	March 31, 2022	April 15, 2022

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Share-Based Compensation Plan (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Summary of Service Condition Restricted Share Activity

The following table provides a summary of service condition restricted share activity as of March 31, 2022:

	Shares	Weighted-Average Grant Date  Fair Value
Unvested at December 31, 2021	567,431	$	22.53
Vested	(106,470)	$	26.17
Forfeited	(13,886)	$	22.78
Unvested at March 31, 2022	447,075	$	21.65

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Reconciliation of Basic and Diluted Earnings Per Common Share

The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):

	For the three months ended March 31,
	2022		2021
Numerator:
Net income (loss) attributable to common shareholders	$	(110,874)	$	(128,721)
Less: dividends paid on unvested share-based compensation	(10)		(12)
Net income (loss) available to common shareholders	$	(110,884)	$	(128,733)
Denominator:
Weighted-average number of common shares — basic	130,904,299		130,775,873
Effect of dilutive share-based compensation	—		—
Weighted-average number of common shares — diluted	130,904,299		130,775,873
Net income (loss) per share available to common shareholders — basic	$	(0.85)	$	(0.98)
Net income (loss) per share available to common shareholders — diluted	$	(0.85)	$	(0.98)

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Hotels Subject to Leases

As of March 31, 2022, the following hotels were subject to leases as follows:

Lease Properties	Lease Type	Lease Expiration Date
Restaurant at Southernmost Beach Resort	Operating lease	April 2029
Paradise Point Resort & Spa	Operating lease	May 2050
Hotel Monaco Washington DC	Operating lease	November 2059
Argonaut Hotel	Operating lease	December 2059
Hotel Zephyr Fisherman's Wharf	Operating lease	February 2062
Viceroy Santa Monica Hotel	Operating lease	September 2065
Estancia La Jolla Hotel & Spa	Operating lease	January 2066
San Diego Mission Bay Resort	Operating lease	July 2068
Hotel Vitale	Operating lease	March 2070	(1)
Hyatt Regency Boston Harbor	Operating lease	April 2077
The Westin Copley Place, Boston	Operating lease	December 2077	(2)
The Liberty, a Luxury Collection Hotel, Boston	Operating lease	May 2080
Jekyll Island Club Resort and Restaurant	Operating lease	January 2089
Hotel Zelos San Francisco	Operating lease	June 2097
Hotel Palomar Los Angeles Beverly Hills	Operating lease	January 2107	(3)
Margaritaville Hollywood Beach Resort	Operating lease	July 2112
Hotel Zeppelin San Francisco	Operating and finance lease	June 2089	(4)
Harbor Court Hotel San Francisco	Finance lease	August 2052

______________________

(1)     The expiration date assumes the exercise of a 14-year extension option.

(2)     No payments are required through maturity.

(3)     The expiration date assumes the exercise of all 19 five-year extension options.

(4)     The expiration date assumes the exercise of a 30-year extension option.

Schedule of Components of Ground Rent Expense

The components of ground rent expense for the three months ended March 31, 2022 and 2021 are as follows (in thousands):

	For the three months ended March 31,
	2022		2021
Fixed ground rent	$	4,456	$	4,313
Variable ground rent	3,054		1,496
Total ground rent	$	7,510	$	5,809

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Supplemental Information to Statements of Cash Flows (Tables)

3 Months Ended

Mar. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Summary of Supplemental Information to Statements of Cash Flows

	For the three months ended March 31,
	2022		2021
Interest paid, net of capitalized interest	$	16,613	$	17,438
Interest capitalized	$	769	$	—
Income taxes paid (refunded)	$	—	$	(21)
Non-Cash Investing and Financing Activities:
Convertible debt discount adjustment	$	—	$	113,099
Distributions payable on common shares/units	$	1,345	$	1,524
Distributions payable on preferred shares	$	10,219	$	7,558
Issuance of common shares for Board of Trustees compensation	$	738	$	516
Issuance of common shares for executive and employee bonuses	$	—	$	1,446
Accrued additions and improvements to hotel properties	$	2,848	$	2,156
Write-off of fully amortized deferred financing costs	$	5,466	$	2,817

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Organization (Details) $ in Millions	Mar. 31, 2022 USD ($) hotelRoom property	Mar. 31, 2020 property
Noncontrolling Interest [Line Items]
Number of hotels owned by the company	53
Total number of guest rooms | hotelRoom	13,247
Number of hotels, suspended		47
Liquidity amount | $	$ 694.4
Operating Partnership
Noncontrolling Interest [Line Items]
Percentage of operating partnership units owned by company	99.30%
Percentage of operating partnership units owned by other limited partners	0.70%

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Investment in Hotel Properties - Schedule of Investment in Hotel Properties (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Investment in hotel properties
Land	$ 902,262	$ 926,330
Buildings and improvements	5,176,540	5,197,816
Furniture, fixtures and equipment	540,944	535,607
Finance lease asset	91,181	91,181
Construction in progress	13,624	15,869
Investment in hotel properties, before right-of-use asset, operating leases	6,724,551	6,766,803
Right-of-use asset, operating leases	376,574	378,939
Investment in hotel properties	7,101,125	7,145,742
Less: Accumulated depreciation	(1,125,268)	(1,066,409)
Investment in hotel properties, net	$ 5,975,857	$ 6,079,333
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Investment in hotel properties, net	Investment in hotel properties, net

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Investment in Hotel Properties - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) property	Mar. 31, 2021 USD ($) property	Dec. 31, 2021 USD ($)
Real Estate Properties [Line Items]
Impairment loss	$ 60,983	$ 14,856
Number of properties impaired | property	2	1
Lease liabilities - operating leases	$ 319,375		$ 319,426
Lease liabilities - financing leases	$ 42,200		$ 42,000
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Accounts Payable and Accrued Liabilities		Accounts Payable and Accrued Liabilities
Minimum
Real Estate Properties [Line Items]
Operating lease, incremental rate	4.70%
Maximum
Real Estate Properties [Line Items]
Operating lease, incremental rate	7.60%

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Debt - Components of Debt (Details)		3 Months Ended
	Sep. 23, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 USD ($) extension	Mar. 31, 2022 USD ($) properties	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 01, 2021 USD ($)	Jan. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt		$ 2,443,090,000	$ 2,443,090,000	$ 2,443,090,000	$ 2,443,090,000		$ 2,441,888,000
Unsecured term loans | Revolving credit facilities
Debt Instrument [Line Items]
Debt		0	0	0	0		0
Unsecured term loans | Revolving credit facilities | Senior Unsecured Revolving Credit Facility Due January 2022
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 39,000,000
Unsecured term loans | Revolving credit facilities | Senior Unsecured Revolving Credit Facility Due March 2023
Debt Instrument [Line Items]
Debt		0	0	0	0		0
Maximum borrowing capacity		$ 611,000,000	611,000,000	$ 611,000,000	$ 611,000,000
Number of extension periods				2	2
Extension term		6 months
Unsecured term loans | Revolving credit facilities | PHL unsecured credit facility
Debt Instrument [Line Items]
Debt		$ 0	0	$ 0	$ 0		0
Maximum borrowing capacity		20,000,000	20,000,000	20,000,000	20,000,000
Unsecured term loans | Unsecured term loans
Debt Instrument [Line Items]
Debt		1,433,068,000	1,433,068,000	1,433,068,000	1,433,068,000		1,433,068,000
Deferred financing costs, net		(4,883,000)	(4,883,000)	(4,883,000)	(4,883,000)		(5,812,000)
Total debt		1,428,185,000	1,428,185,000	1,428,185,000	1,428,185,000		1,427,256,000
Borrowings, fixed interest rate		$ 1,100,000,000	$ 1,100,000,000	$ 1,100,000,000	$ 1,100,000,000		$ 1,300,000,000
Weighted-average fixed interest rate		4.05%	4.05%	4.05%	4.05%		4.06%
Amount of debt bearing variable interest		$ 293,100,000	$ 293,100,000	$ 293,100,000	$ 293,100,000		$ 113,100,000
Weighted-average floating interest rate		2.82%	2.82%	2.82%	2.82%		2.64%
Unsecured term loans | Unsecured term loans | First Term Loan
Debt Instrument [Line Items]
Debt		$ 26,000,000	$ 26,000,000	$ 26,000,000	$ 26,000,000		$ 26,000,000
Unsecured term loans | Unsecured term loans | First Term Loan Extended
Debt Instrument [Line Items]
Debt		274,000,000	274,000,000	274,000,000	274,000,000		274,000,000
Unsecured term loans | Unsecured term loans | Second Term Loan
Debt Instrument [Line Items]
Debt		26,327,000	26,327,000	26,327,000	26,327,000		26,327,000
Unsecured term loans | Unsecured term loans | Fourth Term Loan
Debt Instrument [Line Items]
Debt		110,000,000	110,000,000	110,000,000	110,000,000		110,000,000
Unsecured term loans | Unsecured term loans | Sixth Term Loan
Debt Instrument [Line Items]
Debt		996,741,000	996,741,000	996,741,000	996,741,000		996,741,000
Unsecured term loans | Unsecured term loans | Tranche 2021 Extended
Debt Instrument [Line Items]
Debt		82,071,000	82,071,000	82,071,000	82,071,000		82,071,000
Long term debt, option to extend, amount		69,800,000	69,800,000	69,800,000	69,800,000
Unsecured term loans | Unsecured term loans | Tranche 2022
Debt Instrument [Line Items]
Debt		114,670,000	114,670,000	114,670,000	114,670,000		114,670,000
Long term debt, option to extend, amount		93,000,000	93,000,000	93,000,000	93,000,000
Unsecured term loans | Unsecured term loans | Tranche 2023
Debt Instrument [Line Items]
Debt		400,000,000	400,000,000	400,000,000	400,000,000		400,000,000
Unsecured term loans | Unsecured term loans | Tranche 2024
Debt Instrument [Line Items]
Debt		$ 400,000,000	$ 400,000,000	$ 400,000,000	$ 400,000,000		400,000,000
Convertible senior notes
Debt Instrument [Line Items]
Interest Rate		1.75%	1.75%	1.75%	1.75%					1.75%
Debt		$ 750,000,000	$ 750,000,000	$ 750,000,000	$ 750,000,000		750,000,000
Debt premium (discount), net		11,020,000	11,020,000	11,020,000	11,020,000		11,605,000
Deferred financing costs, net		(15,386,000)	(15,386,000)	(15,386,000)	(15,386,000)		(16,204,000)
Total debt		745,634,000	745,634,000	745,634,000	745,634,000		745,401,000
Senior unsecured notes
Debt Instrument [Line Items]
Debt		50,000,000	50,000,000	50,000,000	50,000,000		50,000,000
Deferred financing costs, net		(142,000)	(142,000)	(142,000)	(142,000)		(162,000)
Total debt		$ 49,858,000	$ 49,858,000	$ 49,858,000	$ 49,858,000		49,838,000
Senior unsecured notes | Series A Notes
Debt Instrument [Line Items]
Interest Rate		5.15%	5.15%	5.15%	5.15%				4.70%
Debt		$ 47,600,000	$ 47,600,000	$ 47,600,000	$ 47,600,000		47,600,000
Senior unsecured notes | Series B Notes
Debt Instrument [Line Items]
Interest Rate		5.38%	5.38%	5.38%	5.38%				4.93%
Debt		$ 2,400,000	$ 2,400,000	$ 2,400,000	$ 2,400,000		2,400,000
Mortgage loans
Debt Instrument [Line Items]
Debt		222,549,000	222,549,000	222,549,000	222,549,000		222,873,000
Debt premium (discount), net		(2,447,000)	(2,447,000)	(2,447,000)	(2,447,000)		(2,735,000)
Deferred financing costs, net		(689,000)	(689,000)	(689,000)	(689,000)		(745,000)
Total debt		219,413,000	219,413,000	219,413,000	219,413,000		219,393,000
Mortgage loans | Margaritaville Hollywood Beach Resort
Debt Instrument [Line Items]
Debt	$ 161,500,000	$ 161,500,000	$ 161,500,000	$ 161,500,000	$ 161,500,000		161,500,000
Extension term	1 year
Basis spread on variable rate	2.37%		2.37%
Mortgage loans | Estancia La Jolla Hotel & Spa
Debt Instrument [Line Items]
Interest Rate		5.07%	5.07%	5.07%	5.07%
Debt		$ 61,049,000	$ 61,049,000	$ 61,049,000	$ 61,049,000		$ 61,373,000	$ 61,700,000

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Debt - Narrative (Details)		1 Months Ended		3 Months Ended
	Sep. 23, 2021 USD ($)	Feb. 28, 2021 USD ($)	Dec. 31, 2020 USD ($)	Mar. 31, 2022 USD ($) $ / shares	Mar. 31, 2022 USD ($) $ / shares	Mar. 31, 2022 USD ($) $ / shares	Mar. 31, 2022 USD ($) extension $ / shares	Mar. 31, 2022 USD ($) properties $ / shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 01, 2021 USD ($)	Jan. 31, 2021
Line of Credit Facility [Line Items]
Letters of credit outstanding				$ 12,600,000	$ 12,600,000	$ 12,600,000	$ 12,600,000	$ 12,600,000		$ 12,100,000
Election period, prior to maturity date				2 days
Convertible debt, conversion ratio					0.0392549
Redemption price to principal amount, percentage				1	1	1	1	1
Purchases of capped calls for convertible senior notes						$ 0			$ 20,975,000
Interest rate swaps
Line of Credit Facility [Line Items]
Derivative instruments, asset position, fair value				$ 13,800,000	$ 13,800,000	13,800,000	$ 13,800,000	$ 13,800,000
Derivative instruments, liability position, fair value				1,600,000	1,600,000	1,600,000	1,600,000	1,600,000
Expected reclassifications in next 12 months				200,000	200,000	200,000	200,000	200,000
Letters of credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity				30,000,000	30,000,000	30,000,000	30,000,000	30,000,000
Fixed Rate Debt
Line of Credit Facility [Line Items]
Estimated fair value of debt				714,700,000	714,700,000	714,700,000	714,700,000	714,700,000		747,800,000
Unsecured term loans | Revolving credit facilities
Line of Credit Facility [Line Items]
Debt outstanding				0	0	0	0	0		0
Unsecured term loans | Unsecured term loans
Line of Credit Facility [Line Items]
Debt outstanding				1,433,068,000	1,433,068,000	1,433,068,000	1,433,068,000	1,433,068,000		1,433,068,000
Unsecured term loans | Senior Unsecured Revolving Credit Facility Due March 2023 | Revolving credit facilities
Line of Credit Facility [Line Items]
Maximum borrowing capacity				$ 611,000,000	611,000,000	611,000,000	$ 611,000,000	$ 611,000,000
Number of extension periods							2	2
Extension term				6 months
Debt outstanding				$ 0	0	0	$ 0	$ 0		0
Remaining borrowing capacity				598,400,000	598,400,000	598,400,000	598,400,000	598,400,000
Maximum borrowing capacity potential increase (up to)				1,300,000,000	$ 1,300,000,000	1,300,000,000	1,300,000,000	1,300,000,000
Unsecured term loans | Senior Unsecured Revolving Credit Facility Due March 2023 | Revolving credit facilities | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate, waiver period					2.40%
Unsecured term loans | Senior Unsecured Revolving Credit Facility Due March 2023 | Revolving credit facilities | Minimum
Line of Credit Facility [Line Items]
Unused commitment fee annual rate					0.20%
Unsecured term loans | Senior Unsecured Revolving Credit Facility Due March 2023 | Revolving credit facilities | Minimum | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate					1.45%
Unsecured term loans | Senior Unsecured Revolving Credit Facility Due March 2023 | Revolving credit facilities | Maximum
Line of Credit Facility [Line Items]
Unused commitment fee annual rate					0.30%
Unsecured term loans | Senior Unsecured Revolving Credit Facility Due March 2023 | Revolving credit facilities | Maximum | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate					2.25%
Unsecured term loans | PHL unsecured credit facility | Revolving credit facilities
Line of Credit Facility [Line Items]
Maximum borrowing capacity				20,000,000	$ 20,000,000	20,000,000	20,000,000	20,000,000
Debt outstanding				0	0	0	0	0		0
Remaining borrowing capacity				20,000,000	$ 20,000,000	20,000,000	20,000,000	20,000,000
Unsecured term loans | PHL unsecured credit facility | Revolving credit facilities | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate, waiver period					2.40%
Unsecured term loans | PHL unsecured credit facility | Revolving credit facilities | Minimum | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate					1.45%
Unsecured term loans | PHL unsecured credit facility | Revolving credit facilities | Maximum | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate					2.25%
Convertible senior notes
Line of Credit Facility [Line Items]
Debt outstanding				$ 750,000,000	$ 750,000,000	$ 750,000,000	$ 750,000,000	$ 750,000,000		750,000,000
Debt issued		$ 250,000,000	$ 500,000,000
Stated interest rate			1.75%	1.75%	1.75%	1.75%	1.75%	1.75%
Proceeds from debt, net of issuance costs		$ 257,200,000	$ 487,300,000
Premium to par percentage		5.50%
Debt issuance costs		$ 6,500,000
Premium received		13,800,000
Convertible debt, liability component			$ 386,100,000
Discount rate			0.0625
Convertible debt, equity component			$ 113,900,000
Initial discount, gross			113,900,000
Convertible debt, conversion price (in usd per share) | $ / shares				$ 25.47	$ 25.47	$ 25.47	$ 25.47	$ 25.47
Capped call transaction, upper strike price (in usd per share) | $ / shares				$ 33.0225	$ 33.0225	$ 33.0225	$ 33.0225	$ 33.0225
Purchases of capped calls for convertible senior notes		$ 21,000,000.0	$ 38,300,000
Senior unsecured notes
Line of Credit Facility [Line Items]
Debt outstanding				$ 50,000,000	$ 50,000,000	$ 50,000,000	$ 50,000,000	$ 50,000,000		50,000,000
Senior unsecured notes | Series A Notes
Line of Credit Facility [Line Items]
Debt outstanding				$ 47,600,000	$ 47,600,000	$ 47,600,000	$ 47,600,000	$ 47,600,000		47,600,000
Stated interest rate				5.15%	5.15%	5.15%	5.15%	5.15%				4.70%
Stated interest rate, waiver period		5.15%
Senior unsecured notes | Series B Notes
Line of Credit Facility [Line Items]
Debt outstanding				$ 2,400,000	$ 2,400,000	$ 2,400,000	$ 2,400,000	$ 2,400,000		2,400,000
Stated interest rate				5.38%	5.38%	5.38%	5.38%	5.38%				4.93%
Stated interest rate, waiver period		5.38%
Mortgage loans
Line of Credit Facility [Line Items]
Debt outstanding				$ 222,549,000	$ 222,549,000	$ 222,549,000	$ 222,549,000	$ 222,549,000		222,873,000
Mortgage loans | Estancia La Jolla Hotel & Spa
Line of Credit Facility [Line Items]
Debt outstanding				$ 61,049,000	$ 61,049,000	$ 61,049,000	$ 61,049,000	$ 61,049,000		61,373,000	$ 61,700,000
Stated interest rate				5.07%	5.07%	5.07%	5.07%	5.07%
Mortgage loans | Margaritaville Hollywood Beach Resort
Line of Credit Facility [Line Items]
Extension term	1 year
Debt outstanding	$ 161,500,000			$ 161,500,000	$ 161,500,000	$ 161,500,000	$ 161,500,000	$ 161,500,000		$ 161,500,000
Basis spread on variable rate	2.37%				2.37%
Increase basis spread on variable rate on second extension term	0.20%

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Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Amortization of deferred financing fees, (premiums) and discounts	$ 2,285	$ 2,659
Other	524	2,131
Total interest expense	22,572	25,331
Convertible senior notes
Debt Instrument [Line Items]
Interest expense, debt	3,281	2,819
Senior unsecured notes
Debt Instrument [Line Items]
Interest expense, debt	645	1,252
Mortgage debt
Debt Instrument [Line Items]
Interest expense, debt	1,810	0
Unsecured revolving credit facilities | Unsecured term loans
Debt Instrument [Line Items]
Interest expense, debt	493	561
Unsecured term loan facilities | Unsecured term loans
Debt Instrument [Line Items]
Interest expense, debt	$ 13,534	$ 15,909

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Debt - Interest Rate Swaps (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Interest rate swap - January 2022 | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.78%
Interest rate swap - January 2022 | Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.79%
Interest rate swap - April 2022 | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.64%
Interest rate swap - April 2022 | Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.68%
Interest rate swap - January 2023 | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	0.17%
Interest rate swap - November 2023 | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.99%
Interest rate swap - January 2024
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	2.60%
Interest rate swap - February 2026 | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.43%
Interest rate swap - February 2026 | Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.44%
Cash flow hedging | Designated as hedging instrument | Interest rate swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	$ 1,140,000,000	$ 1,320,000,000
Cash flow hedging | Designated as hedging instrument | Interest rate swap - January 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	0	180,000,000
Cash flow hedging | Designated as hedging instrument | Interest rate swap - April 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	100,000,000	100,000,000
Cash flow hedging | Designated as hedging instrument | Interest rate swap - January 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	200,000,000	200,000,000
Cash flow hedging | Designated as hedging instrument | Interest rate swap - November 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	250,000,000	250,000,000
Cash flow hedging | Designated as hedging instrument | Interest rate swap - January 2024
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	300,000,000	300,000,000
Cash flow hedging | Designated as hedging instrument | Interest rate swap - February 2026
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	$ 290,000,000	$ 290,000,000

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Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Abstract]
Total revenues	$ 258,068	$ 83,643
Southern Florida/Georgia
Disaggregation of Revenue [Abstract]
Total revenues	85,241	35,244
San Diego, CA
Disaggregation of Revenue [Abstract]
Total revenues	52,879	14,678
Los Angeles, CA
Disaggregation of Revenue [Abstract]
Total revenues	36,221	8,040
Boston, MA
Disaggregation of Revenue [Abstract]
Total revenues	33,936	9,757
San Francisco, CA
Disaggregation of Revenue [Abstract]
Total revenues	14,067	2,953
Portland, OR
Disaggregation of Revenue [Abstract]
Total revenues	13,524	5,782
Other
Disaggregation of Revenue [Abstract]
Total revenues	7,283	2,975
Chicago, IL
Disaggregation of Revenue [Abstract]
Total revenues	6,668	1,824
Washington, D.C.
Disaggregation of Revenue [Abstract]
Total revenues	6,276	1,902
Seattle, WA
Disaggregation of Revenue [Abstract]
Total revenues	$ 1,973	$ 488

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Equity - Narrative (Details) $ / shares in Units, $ in Millions			1 Months Ended		3 Months Ended
	Aug. 31, 2021 $ / shares	Nov. 30, 2018 shares	Jul. 31, 2021 USD ($) $ / shares shares	May 31, 2021 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) class $ / shares shares	Dec. 31, 2021 $ / shares shares	Apr. 29, 2021 USD ($)	Jul. 27, 2017 USD ($)	Feb. 22, 2016 USD ($)
Common Shares
Common shares of beneficial interest, authorized (in shares)					500,000,000	500,000,000
Preferred Shares
Preferred shares of beneficial interest, authorized (in shares)					100,000,000	100,000,000
Preferred shares of beneficial interest, par value (in usd per share) | $ / shares					$ 0.01	$ 0.01
Non-controlling Interest of Common Units in Operating Partnership
Operating Partnership units outstanding (in shares)					130,904,299	130,813,750
LTIP units, outstanding (in shares)					727,208	727,208
At The Market Offering
Common Shares
Shares available for issuance, amount | $					$ 200.0		$ 200.0
Number of shares issued in transaction (in shares)					0
Operating Partnership
Non-controlling Interest of Common Units in Operating Partnership
Operating Partnership units outstanding (in shares)					133,605	133,605
Series C Cumulative Redeemable Preferred Shares
Preferred Shares
Preferred stock, dividend rate, percentage					6.50%
Preferred shares dividends accrued and unpaid (in usd per share) | $ / shares	$ 0.17
Series D Cumulative Redeemable Preferred Shares
Preferred Shares
Preferred stock, dividend rate, percentage					6.375%
Preferred shares dividends accrued and unpaid (in usd per share) | $ / shares	$ 0.16
Series E Cumulative Redeemable Preferred Shares
Preferred Shares
Preferred stock, dividend rate, percentage					6.375%
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares					$ 25.00
Preferred stock, redemption after change in control					120 days
Share cap ratio on preferred shares on conversion					1.9372
Series F Cumulative Redeemable Preferred Shares
Preferred Shares
Preferred stock, dividend rate, percentage					6.30%
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares					$ 25.00
Preferred stock, redemption after change in control					120 days
Share cap ratio on preferred shares on conversion					2.0649
Series G Cumulative Redeemable Preferred Shares
Preferred Shares
Preferred stock, dividend rate, percentage					6.375%
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares					$ 25.00
Preferred stock, redemption after change in control					120 days
Share cap ratio on preferred shares on conversion					2.1231
Series G Cumulative Redeemable Preferred Shares | Public Stock Offering
Common Shares
Number of shares issued in transaction (in shares)				9,200,000
Preferred Shares
Public offering price (in usd per share) | $ / shares				$ 25.00
Public offering, net proceeds | $				$ 222.6
Series H Cumulative Redeemable Preferred Stock
Preferred Shares
Preferred stock, dividend rate, percentage					5.70%
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares					$ 25.00
Preferred stock, redemption after change in control					120 days
Share cap ratio on preferred shares on conversion					2.2311
Series H Cumulative Redeemable Preferred Stock | Public Stock Offering
Common Shares
Number of shares issued in transaction (in shares)			10,000,000
Preferred Shares
Public offering price (in usd per share) | $ / shares			$ 25.00
Public offering, net proceeds | $			$ 242.1
LaSalle Hotel Properties | Operating partnership units
Non-controlling Interest of Common Units in Operating Partnership
Equity interests issued (in shares)		133,605
Long-Term Incentive Partnership ("LTIP") Units
Non-controlling Interest of Common Units in Operating Partnership
Classes of LTIP Units | class					2
Awards vested (in shares)					127,111
February 2016 share repurchase program
Common Shares
Share repurchase program, authorized amount | $									$ 150.0
Share repurchased (in shares)					0
Remaining authorized repurchase amount | $					$ 56.6
July 2017 share repurchase program
Common Shares
Share repurchase program, authorized amount | $								$ 100.0

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Equity - Common Dividends (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares
Common Shares
Dividends Payable [Line Items]
Dividend (in usd per share)	$ 0.01

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Equity - Preferred Stock Outstanding and Dividends (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, outstanding (in shares)	29,600,000	29,600,000
Series E Cumulative Redeemable Preferred Shares
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage	6.375%
Preferred stock, outstanding (in shares)	4,400,000	4,400,000
Dividend per share/unit (in usd per share)	$ 0.40
Series F Cumulative Redeemable Preferred Shares
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage	6.30%
Preferred stock, outstanding (in shares)	6,000,000	6,000,000
Dividend per share/unit (in usd per share)	$ 0.39
Series G Cumulative Redeemable Preferred Shares
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage	6.375%
Preferred stock, outstanding (in shares)	9,200,000	9,200,000
Dividend per share/unit (in usd per share)	$ 0.40
Series H Cumulative Redeemable Preferred Stock
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage	5.70%
Preferred stock, outstanding (in shares)	10,000,000	10,000,000
Dividend per share/unit (in usd per share)	$ 0.36

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Share-Based Compensation Plan - Narrative (Details) $ in Millions		3 Months Ended
	May 19, 2021 shares	Mar. 31, 2022 USD ($) class shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)	1,675,000
Common shares available for issuance under the Plan (in shares)		1,839,323
LTIP units, outstanding (in shares)		727,208		727,208
Service Condition Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense | $		$ 0.8	$ 0.8
Awards vested (in shares)		106,470
Performance-Based Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense | $		$ 0.9	1.0
Long-Term Incentive Partnership ("LTIP") Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense | $		$ 0.7	$ 0.3
Classes of LTIP Units | class		2
Awards vested (in shares)		127,111

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Share-Based Compensation Plan - Service Condition Restricted Share Activity (Details) - Service Condition Share Awards	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Shares
Unvested beginning balance (in shares) | shares	567,431
Vested (in shares) | shares	(106,470)
Forfeited (in shares) | shares	(13,886)
Unvested ending balance (in shares) | shares	447,075
Weighted-Average Grant Date Fair Value
Unvested beginning balance (in usd per share) | $ / shares	$ 22.53
Vested (in usd per share) | $ / shares	26.17
Forfeited (in usd per share) | $ / shares	22.78
Unvested ending balance (in usd per share) | $ / shares	$ 21.65

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Earnings Per Share - Reconciliation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income (loss) attributable to common shareholders	$ (110,874)	$ (128,721)
Less: dividends paid on unvested share-based compensation	(10)	(12)
Net income (loss) available to common shareholders	$ (110,884)	$ (128,733)
Denominator:
Weighted-average number of common shares — basic (in shares)	130,904,299	130,775,873
Effect of dilutive share-based compensation (in shares)	0	0
Weighted-average number of common shares — diluted (in shares)	130,904,299	130,775,873
Net income (loss) per share available to common shareholders — basic (in usd per share)	$ (0.85)	$ (0.98)
Net income (loss) per share available to common shareholders — diluted (in usd per share)	$ (0.85)	$ (0.98)

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Earnings Per Share - Narrative (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restricted and Performance Based Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	787,871	1,041,130
Convertible Debt Securities
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	29,441,175	29,441,175

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Commitments and Contingencies - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Management Agreements [Line Items]
Combined base and incentive management fees	$ 7,700	$ 2,300
Reserve funds allowed for hotel maintenance from hotel revenue	4.00%
Restricted cash	$ 26,507		$ 33,729
Minimum
Management Agreements [Line Items]
Terms of management agreements not including renewals	1 year
Terms of management agreements including renewals	1 year
Termination fees range	0
Base management fee from hotel revenues	1.00%
Maximum
Management Agreements [Line Items]
Terms of management agreements not including renewals	22 years
Terms of management agreements including renewals	52 years
Termination fees range	6
Base management fee from hotel revenues	4.00%

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Commitments and Contingencies - Schedule of Hotel Subject to Leases (Details)	3 Months Ended
	Mar. 31, 2022 extensionOption
Hotel Vitale
Management Agreements [Line Items]
Term of extension option	14 years
Hotel Palomar Los Angeles Beverly Hills
Management Agreements [Line Items]
Number of extension options	19
Term of extension option	5 years
Hotel Zeppelin San Francisco
Management Agreements [Line Items]
Term of extension option	30 years

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Commitment and Contingencies - Schedule of Components of Ground Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Fixed ground rent	$ 4,456	$ 4,313
Variable ground rent	3,054	1,496
Total ground rent	$ 7,510	$ 5,809

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Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Non Cash Investing and Financing Information [Line Items]
Interest paid, net of capitalized interest	$ 16,613	$ 17,438
Interest capitalized	769	0
Income taxes paid (refunded)	0	(21)
Non-Cash Investing and Financing Activities:
Convertible debt discount adjustment	0	113,099
Distributions payable on shares/units	11,565		$ 11,756
Accrued additions and improvements to hotel properties	2,848	2,156
Write-off of fully amortized deferred financing costs	5,466	2,817
Common shares/units
Non-Cash Investing and Financing Activities:
Distributions payable on shares/units	1,345	1,524
Preferred shares
Non-Cash Investing and Financing Activities:
Distributions payable on shares/units	10,219	7,558
Board of Trustees Compensation
Non-Cash Investing and Financing Activities:
Issuance of shares/units	738	516
Executive and Employee Bonuses
Non-Cash Investing and Financing Activities:
Issuance of shares/units	$ 0	$ 1,446