Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________

(Mark One)

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

For the quarterly period ended June 30, 2024

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

For the transition period ended ______ to ______

Commission file number 001-36594

___________________________

Xenia Hotels & Resorts, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_______________________



Maryland						20-0141677
(State of Incorporation)						(I.R.S. Employer Identification No.)

200 S. Orange Avenue
Suite 2700, Orlando, Florida						32801
(Address of Principal Executive Offices)						(Zip Code)

(407) 246-8100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

XHR

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 pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition 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

☐

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

As of August 1, 2024, there were 101,963,677 shares of the registrant’s common stock outstanding.

XENIA HOTELS & RESORTS, INC.

TABLE OF CONTENTS


Part I - Financial Information		Page

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023	2

	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2024 and 2023	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	6
	Notes to the Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38


Part II - Other Information

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

Signatures		41

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

XENIA HOTELS & RESORTS, INC.

Condensed Consolidated Balance Sheets

As of June 30, 2024 and December 31, 2023

(Dollar amounts in thousands, except per share data)


	June 30, 2024		December 31, 2023
Assets:	(Unaudited)		(Audited)
Investment properties:
Land	$	455,907	$	460,307
Buildings and other improvements	3,128,031		3,097,711

Total	$	3,583,938	$	3,558,018
Less: accumulated depreciation	(1,012,425)		(963,052)
Net investment properties	$	2,571,513	$	2,594,966
Cash and cash equivalents	143,612		164,725
Restricted cash and escrows	61,490		58,350
Accounts and rents receivable, net of allowance for doubtful accounts	34,661		32,432
Intangible assets, net of accumulated amortization of $269 and $241, respectively	4,870		4,898
Deferred tax assets (Note 8)	5,041		—
Other assets	57,516		46,856
Assets held for sale (Note 4)	28,034		—
Total assets	$	2,906,737	$	2,902,227
Liabilities:
Debt, net of loan premiums, discounts and unamortized deferred financing costs (Note 5)	$	1,395,324	$	1,394,906
Accounts payable and accrued expenses	106,016		102,389
Distributions payable	12,607		10,788
Other liabilities	71,764		76,647
Liabilities associated with assets held for sale (Note 4)	1,034		—
Total liabilities	$	1,586,745	$	1,584,730
Commitments and Contingencies (Note 12)
Stockholders' equity:
Common stock, $0.01 par value, 500,000,000 shares authorized, 101,963,677 and 102,372,589 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	$	1,020	$	1,024
Additional paid in capital	1,929,304		1,934,775
Accumulated other comprehensive income	3,068		2,439
Accumulated distributions in excess of net earnings	(647,658)		(647,246)
Total Company stockholders' equity	$	1,285,734	$	1,290,992
Non-controlling interests	34,258		26,505
Total equity	$	1,319,992	$	1,317,497
Total liabilities and equity	$	2,906,737	$	2,902,227

See accompanying notes to the condensed consolidated financial statements.

XENIA HOTELS & RESORTS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

(Dollar amounts in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Rooms revenues	$	160,786	$	157,942	$	313,910	$	311,587
Food and beverage revenues	89,080		92,033		181,853		188,157
Other revenues	23,038		21,091		44,629		40,295
Total revenues	$	272,904	$	271,066	$	540,392	$	540,039
Expenses:
Rooms expenses	39,028		37,153		77,221		73,356
Food and beverage expenses	60,634		59,989		121,114		120,676
Other direct expenses	6,757		6,014		12,844		11,712
Other indirect expenses	69,749		66,255		137,382		132,754
Management and franchise fees	9,651		9,226		20,284		19,415
Total hotel operating expenses	$	185,819	$	178,637	$	368,845	$	357,913
Depreciation and amortization	31,823		33,490		63,787		67,231
Real estate taxes, personal property taxes and insurance	13,340		12,808		26,833		25,278
Ground lease expense	837		784		1,623		1,494
General and administrative expenses	10,341		9,972		20,599		18,755
Gain on business interruption insurance	—		—		(745)		—

Other operating expenses	377		378		1,207		610

Impairment and other losses	100		—		350		—
Total expenses	$	242,637	$	236,069	$	482,499	$	471,281
Operating income	$	30,267	$	34,997	$	57,893	$	68,758

Other income	1,945		2,897		4,372		4,181
Interest expense	(20,245)		(21,650)		(40,603)		(43,784)
Loss on extinguishment of debt	—		(29)		—		(1,169)
Net income before income taxes	$	11,967	$	16,215	$	21,662	$	27,986
Income tax (expense) benefit	4,146		(1,803)		3,418		(7,021)


Net income	$	16,113	$	14,412	$	25,080	$	20,965
Net income attributable to non-controlling interests (Note 1)	(775)		(620)		(1,208)		(893)




Net income attributable to common stockholders	$	15,338	$	13,792	$	23,872	$	20,072

XENIA HOTELS & RESORTS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income, Continued

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

(Dollar amounts in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Basic and diluted income per share:
Net income per share available to common stockholders - basic and diluted	$	0.15	$	0.12	$	0.23	$	0.18
Weighted-average number of common shares (basic)	101,963,677		109,304,694		101,961,559		110,535,092
Weighted-average number of common shares (diluted)	102,348,982		109,511,862		102,357,116		110,768,602

Comprehensive income:
Net income	$	16,113	$	14,412	$	25,080	$	20,965
Other comprehensive income:
Unrealized gain on interest rate derivative instruments	694		5,906		2,953		5,906
Reclassification adjustment for amounts recognized in net income (interest expense)	(1,128)		(460)		(2,260)		(460)
	$	15,679	$	19,858	$	25,773	$	26,411



Comprehensive income attributable to non-controlling interests (Note 1)	(754)		(849)		(1,272)		(1,122)
Comprehensive income attributable to the Company	$	14,925	$	19,009	$	24,501	$	25,289

See accompanying notes to the condensed consolidated financial statements.

XENIA HOTELS & RESORTS, INC.

Condensed Consolidated Statements of Changes in Equity

For the Three Months Ended June 30, 2024 and 2023

(Unaudited)

(Dollar amounts in thousands, except per share data)


	Common Stock
	Shares	Amount		Additional paid in capital		Accumulated other comprehensive income		Distributions in excess of retained earnings		Non-controlling interests of Operating Partnership		Total

Balance at March 31, 2024	101,963,677	$	1,020	$	1,928,667	$	3,481	$	(650,702)	$	29,573	$	1,312,039
Net income	—	—		—		—		15,338		775		16,113


Dividends, common share / units ($0.12)	—	—		—		—		(12,294)		(272)		(12,566)
Share-based compensation	—	—		637		—		—		4,203		4,840





Other comprehensive income:
Unrealized gain on interest rate derivative instruments	—	—		—		661		—		33		694
Reclassification adjustment for amounts recognized in net income	—	—		—		(1,074)		—		(54)		(1,128)
Balance at June 30, 2024	101,963,677	$	1,020	$	1,929,304	$	3,068	$	(647,658)	$	34,258	$	1,319,992




Balance at March 31, 2023	110,661,486	$	1,107	$	2,036,707	$	—	$	(628,060)	$	21,118	$	1,430,872
Net income	—	—		—		—		13,792		620		14,412
Repurchase of common shares, net	(2,539,888)	(25)		(31,923)		—		—		—		(31,948)
Dividends, common share / units ($0.10)	—	—		—		—		(10,850)		(231)		(11,081)
Share-based compensation	—	—		481		—		—		3,589		4,070





Other comprehensive income:
Unrealized gain on interest rate derivative instruments	—	—		—		5,658		—		248		5,906
Reclassification adjustment for amounts recognized in net income	—	—		—		(441)		—		(19)		(460)
Balance at June 30, 2023	108,121,598	$	1,082	$	2,005,265	$	5,217	$	(625,118)	$	25,325	$	1,411,771

See accompanying notes to the condensed consolidated financial statements.

XENIA HOTELS & RESORTS, INC.

Condensed Consolidated Statements of Changes in Equity

For the Six Months Ended June 30, 2024 and 2023

(Unaudited)

(Dollar amounts in thousands, except per share data)


	Common Stock
	Shares	Amount		Additional paid in capital		Accumulated other comprehensive income		Distributions in excess of retained earnings		Non-controlling Interests of Operating Partnership		Total

Balance at December 31, 2023	102,372,589	$	1,024	$	1,934,775	$	2,439	$	(647,246)	$	26,505	$	1,317,497
Net income	—	—		—		—		23,872		1,208		25,080

Repurchase of common shares, net	(468,107)	(5)		(6,319)		—		—		—		(6,324)
Dividends, common share / units ($0.24)	—	—		—		—		(24,284)		(542)		(24,826)
Share-based compensation	80,837	1		1,182		—				7,678		8,861
Shares redeemed to satisfy tax withholding on vested share-based compensation	(21,642)	—		(334)		—		—		—		(334)



Redemption of Operating Partnership Units	—	—		—		—		—		(655)		(655)
Other comprehensive income:
Unrealized gain on interest rate derivative instruments	—	—		—		2,781		—		172		2,953
Reclassification adjustment for amounts recognized in net income	—	—		—		(2,152)		—		(108)		(2,260)
Balance at June 30, 2024	101,963,677	$	1,020	$	1,929,304	$	3,068	$	(647,658)	$	34,258	$	1,319,992




Balance at December 31, 2022	112,519,672	$	1,126	$	2,063,273	$	—	$	(623,216)	$	18,825	$	1,460,008
Net income	—	—		—		—		20,072		893		20,965
Repurchase of common shares, net	(4,445,708)	(44)		(58,650)		—		—		—		(58,694)
Dividends, common shares / units ($0.20)	—	—		—		—		(21,974)		(459)		(22,433)
Share-based compensation	65,247	—		900		—		—		5,837		6,737
Shares redeemed to satisfy tax withholding on vested share-based compensation	(17,613)	—		(258)		—		—		—		(258)




Other comprehensive income:
Unrealized gain on interest rate derivative instruments	—	—		—		5,658		—		248		5,906
Reclassification adjustment for amounts recognized in net income	—	—		—		(441)		—		(19)		(460)
Balance at June 30, 2023	108,121,598	$	1,082	$	2,005,265	$	5,217	$	(625,118)	$	25,325	$	1,411,771

See accompanying notes to the condensed consolidated financial statements.

XENIA HOTELS & RESORTS, INC.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2024 and 2023

(Unaudited)

(Dollar amounts in thousands)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	25,080	$	20,965
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	63,733		67,124
Non-cash ground rent and amortization of other intangibles	54		107
Amortization of debt premiums, discounts, and financing costs	2,715		2,295
Loss on extinguishment of debt	—		1,169


Gain on insurance recoveries	(1,447)		(535)
Share-based compensation expense	8,572		6,559
Deferred interest expense	—		(1,296)

Changes in assets and liabilities:
Accounts and rents receivable	(2,372)		4,325
Other assets	(15,749)		988
Accounts payable and accrued expenses	1,955		(6,521)
Other liabilities	(602)		5,493

Net cash provided by operating activities	$	81,939	$	100,673
Cash flows from investing activities:

Capital expenditures	(69,267)		(33,996)

Proceeds from property insurance	1,102		535
Performance guaranty payments	151		1,239


Net cash used in investing activities	$	(68,014)	$	(32,222)
Cash flows from financing activities:
Proceeds from mortgage debt modification	—		440
Payoff of mortgage debt	—		(99,488)
Principal payments of mortgage debt	(1,659)		(1,686)
Proceeds from 2023 Term Loans	—		225,000
Principal payments on Corporate Credit Facility Term Loan	—		(125,000)




Repurchase of 2020 Senior Notes	—		(29,705)
Payment of loan fees and issuance costs	—		(5,554)
Payment of loan modification fees	—		(25)
Repurchase of common shares	(6,324)		(58,694)
Redemption of Operating Partnership Units	(655)		—

Dividends and dividend equivalents	(22,909)		(22,759)
Shares redeemed to satisfy tax withholding on vested share-based compensation	(351)		(578)

Net cash used in financing activities	$	(31,898)	$	(118,049)
Net decrease in cash and cash equivalents and restricted cash	(17,973)		(49,598)
Cash and cash equivalents and restricted cash, at beginning of period	223,075		365,910
Cash and cash equivalents and restricted cash, at end of period	$	205,102	$	316,312

XENIA HOTELS & RESORTS, INC.

Condensed Consolidated Statements of Cash Flows, Continued

For the Six Months Ended June 30, 2024 and 2023

(Unaudited)

(Dollar amounts in thousands)


	Six Months Ended June 30,
	2024		2023
Supplemental disclosure of cash flow information:
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amount shown in the condensed consolidated statements of cash flows:
Cash and cash equivalents	$	143,612	$	255,291
Restricted cash	61,490		61,021
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	205,102	$	316,312

The following represent cash paid during the periods presented for the following:
Cash paid for interest, net of capitalized interest	$	39,622	$	43,968
Cash paid for taxes	1,716		3,745

Supplemental schedule of non-cash investing and financing activities:
Accrued capital expenditures	$	1,236	$	4,685

Distributions payable	12,607		11,101

See accompanying notes to the condensed consolidated financial statements.

XENIA HOTELS & RESORTS, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

June 30, 2024

1. Organization

Xenia Hotels & Resorts, Inc. (the "Company" or "Xenia") is a Maryland corporation that invests in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States.

Substantially all of the Company's assets are held by, and all the operations are conducted through, XHR LP (the "Operating Partnership"). XHR GP, Inc. is the sole general partner of XHR LP and is wholly-owned by the Company. As of June 30, 2024, the Company collectively owned 95.2% of the common limited partnership units issued by the Operating Partnership ("Operating Partnership Units"). The remaining 4.8% of the Operating Partnership Units are owned by the other limited partners comprised of certain of our executive officers and current or former members of our Board of Directors and includes vested and unvested long-term incentive plan ("LTIP") partnership units. LTIP partnership units may or may not vest based on the passage of time and whether certain market-based performance objectives are met.

Xenia operates as a real estate investment trust ("REIT") for U.S. federal income tax purposes. To qualify as a REIT, the Company cannot operate or manage its hotels. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to XHR Holding, Inc. and its subsidiaries (collectively with its subsidiaries, "XHR Holding"), the Company's taxable REIT subsidiary ("TRS"), which engages third-party eligible independent contractors to manage the hotels.

As of June 30, 2024 and 2023, the Company owned 32 lodging properties.

2. Summary of Significant Accounting Policies

The unaudited interim condensed consolidated financial statements and related notes have been prepared on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. 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. The unaudited condensed consolidated financial statements include normal recurring adjustments, which management considers necessary for the fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income, condensed consolidated statements of changes in equity and condensed consolidated statements of cash flows for the periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, included in the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2024. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of actual operating results for the entire year.

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and XHR Holding. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated.

Use of Estimates

The preparation of the condensed consolidated 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 future economic conditions. Actual results could differ from these estimates.

Risks and Uncertainties

For the six months ended June 30, 2024, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida and Houston, Texas markets that exceeded ten percent (10%) of total revenues for the period then ended. For the six months ended June 30, 2023, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida, Phoenix, Arizona and Houston, Texas markets that exceeded ten percent (10%) of total revenues for the period then ended. To the extent that there are adverse changes in these markets, or the industry sectors that operate in these markets, our business and operating results could be negatively impacted.

Consolidation

The Company evaluates its investments in partially owned entities to determine whether such entities may be a variable interest entity ("VIE") or voting interest entity. If the entity is a VIE, the determination of whether the Company is the primary beneficiary must then be made. The primary beneficiary determination is based on a qualitative assessment as to whether the entity has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company will consolidate a VIE if it is deemed to be the primary beneficiary. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary, or the entity is not a VIE and over which the Company does not have effective control but can exercise influence over the entity with respect to its operations and major decisions.

The Operating Partnership is a VIE. The Company's significant asset is its investment in the Operating Partnership, as described in Note 1, and consequently, substantially all of the Company's assets and liabilities represent those assets and liabilities of the Operating Partnership.

Cash and Cash Equivalents

The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased, and similar accounts with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at various banks and other financial institutions. The combined account balances at banking institutions generally exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company monitors its concentration risk and reallocates funds among various institutions from time to time as determined appropriate based on perceived risks.

Restricted Cash and Escrows

Restricted cash primarily relates to furniture, fixtures and equipment replacement reserves ("FF&E reserves") as required per the terms of the Company's management and franchise agreements, cash held in restricted escrows for real estate taxes and insurance, capital spending reserves and, at times, disposition-related holdback escrows.

Impairment

Long-lived assets and intangibles

The Company assesses the carrying values of the respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Events or circumstances that may cause a review include, but are not limited to, when (1) a hotel property experiences a significant decrease in the market price of the long-lived asset, (2) a hotel property experiences a current or projected loss from operations combined with a history of operating or cash flow losses, (3) it becomes more likely than not that a hotel property will be sold before the end of its useful life, (4) an accumulation of costs is significantly in excess of the amount originally expected for the acquisition, construction or renovation of a long-lived asset, (5) adverse changes in demand occur for lodging at a specific property due to declining national or local economic conditions and/or new hotel construction in markets where the hotel is located, (6) there is a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset, and/or (7) there is a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. If it is determined that the carrying value is not recoverable because the undiscounted cash flows do not exceed carrying value, the Company records an impairment charge to the extent that the carrying value exceeds fair value.

For the three and six months ended June 30, 2024, the Company expensed $0.1 million and $0.4 million, respectively, of repair and clean up costs related to damage sustained at one property. These amounts are included in impairment and other losses on the condensed consolidated statement of operations and comprehensive income for the periods then ended.

Insurance Recoveries

Insurance proceeds received in excess of recognized losses are treated as gain and are not recorded until contingencies are resolved. During the three and six months ended June 30, 2024, the Company recorded $0.4 million and $1.4 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. For the three and six months ended June 30, 2023, the Company recorded $0.5 million of insurance proceeds in excess of recognized losses

related to a casualty loss at one property. These amounts are included in other income on the condensed consolidated statement of operations and comprehensive income for the periods then ended.

The Company may also be entitled to business interruption proceeds for losses occurring at certain properties; however, an insurance recovery receivable will not be recorded until a final settlement has been reached with the insurers. During the six months ended June 30, 2024, the Company recognized $0.7 million in business interruption insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire which occurred in 2023. This amount is included in gain on business interruption insurance on the condensed consolidated statement of operations and comprehensive income for the period then ended.

Investment Properties Held for Sale

In determining whether to classify an investment property as held for sale, the Company considers whether: (i) management has committed to a plan to sell the investment property; (ii) the investment property is available for immediate sale, in its present condition; (iii) the Company is actively marketing the investment property for sale at a price that is reasonable in relation to its fair value; (iv) the Company has initiated a program to locate a buyer; (v) the Company believes that the sale of the investment property is probable; (vi) the Company has received a significant non-refundable deposit for the purchase of the property; and (vii) the actions required for the Company to complete the plan indicate that it is unlikely that any significant changes will be made to the plan.

If all of the above criteria are met, the Company classifies the investment property as held for sale. On the day that these criteria are met, the Company suspends depreciation and amortization on the investment properties held for sale. The investment properties, other assets and liabilities associated with those investment properties that are held for sale are classified separately on the condensed consolidated balance sheet for the most recent reporting period and are presented at the lesser of the carrying value or fair value, less costs to sell.

Revenues

Revenues consist of amounts derived from hotel operations, including the sale of rooms for lodging accommodations, food and beverage, and other ancillary revenue generated by hotel amenities including spa, parking, golf, resort fees and other services.

Revenues are generated from various distribution channels including but not limited to direct bookings, global distribution systems and Internet travel sites. Room transaction prices are based on an individual hotel's location, room type and the bundle of services included in the reservation and are set by the hotel daily. Any discounts, including advanced purchase, loyalty point redemptions or promotions are recognized at the discounted rate whereas rebates and incentives are recorded as a reduction in rooms revenues when earned. Revenues from online channels are generally recognized net of commission fees, unless the end price paid by the guest is known. Rooms revenue is recognized over the length of stay that the hotel room is occupied by the guest. Cash received from a guest prior to check-in is recorded as an advance deposit and is generally recognized as rooms revenue at the time the room reservation has become non-cancellable, upon occupancy or upon expiration of the re-booking date. Advance deposits are included in other liabilities on the condensed consolidated balance sheets. Payment of any remaining balance is typically due from the guest upon check-out. Sales, use, occupancy, and similar taxes are collected and presented on a net basis (excluded from revenues).

Food and beverage transaction prices are based on the stated price for the specific food or beverage and varies depending on type, venue and hotel location. Service charges are typically a percentage of food and beverage prices and meeting space rental. Food and beverage revenue is recognized at the point in time in which the goods and/or services are rendered to the guest. Cash received in advance of an event is recorded as either a security or advance deposit. Security and advance deposits are recognized as revenue when it becomes non-cancellable or at the time the food and beverage goods and services are rendered to the guest. Payment for the remaining balance of food and beverage goods and services is due upon delivery and completion of such goods and services.

Parking and audio visual fees are recognized at the time services are provided to the guest. In parking and audio visual contracts in which we have control over the services provided, we are considered the principal in the agreement and recognize the related revenues gross of associated costs. If we do not have control over the services in the contract, we are considered the agent and record the related revenues net of associated costs.

Resort and amenity fees, spa, golf and other ancillary amenity revenues are recognized at the point in time the goods or services have been rendered to the guest at the stated price for the service or amenity.

Share-Based Compensation

The Company maintains a share-based incentive plan that provides for the grant of stock options, stock awards, restricted stock units, LTIP units and other equity-based awards. Share-based compensation is measured at the estimated fair value of the award on the date of grant, adjusted for forfeitures as they occur, and are generally recognized as an expense on a straight-line basis over the longest vesting period for each grant for the entire award. An acceleration of expense recognition may occur in certain cases where the award recipient has met or will meet the retirement eligibility requirements prior to the applicable vesting date. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's share price, expected dividend yield, expected term and assumptions of whether certain of these awards will achieve performance thresholds. Share-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income and capitalized in buildings and other improvements in the condensed consolidated balance sheets for certain employees that manage property developments, renovations and capital improvements.

Deferred Financing Costs

Financing costs related to the revolving line of credit and long-term debt are recorded at cost and are amortized as interest expense on a straight-line basis, which approximates the effective interest method, over the life of the related debt instrument unless there is a significant modification to the debt instrument. Financing costs related to the Senior Notes are amortized using the effective interest method. The balance of unamortized deferred financing costs related to the revolving line of credit is included in other assets and unamortized deferred financing costs related to all other debt are presented as a reduction in debt, net of loan premiums, discounts and unamortized deferred financing costs on the condensed consolidated balance sheets.

At June 30, 2024 and December 31, 2023, deferred financing costs related to the revolving line of credit were $9.6 million, offset by accumulated amortization of $6.3 million and $5.7 million, respectively. At June 30, 2024 and December 31, 2023, deferred financing costs related to all other debt were $24.3 million, offset by accumulated amortization of $13.9 million and $11.8 million, respectively.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board issued Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker ("CODM") and interim disclosures for all reportable segment's profit or loss and assets. Additionally, this guidance requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit and loss in assessing segment performance and deciding how to allocate resources. This guidance, which also applies to entities with a single reportable segment, is expected to improve financial reporting by providing additional information about a public company's significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the disclosures to its consolidated financial statements.

In December 2023, the Financial Accounting Standards Board issued Accounting Standard Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures and updates are related to the rate reconciliation and income taxes paid disclosures, requiring (1) the consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the disclosures to its consolidated financial statements.

3. Revenues

The following represents total revenues disaggregated by primary geographical markets (as defined by STR, Inc. ("STR")) for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended		Six Months Ended
Primary Markets	June 30, 2024		June 30, 2024
Orlando, FL	$	33,010	$	77,561
Houston, TX	28,718		59,315
San Diego, CA	26,941		49,631
Dallas, TX	20,172		40,876
Phoenix, AZ	15,801		38,933
Atlanta, GA	18,554		35,019
San Francisco/San Mateo, CA	14,071		28,183
Nashville, TN	15,927		27,272
Washington, DC-MD-VA	14,660		25,537
Portland, OR	13,614		25,386
Other	71,436		132,679
Total	$	272,904	$	540,392


	Three Months Ended		Six Months Ended
Primary Markets	June 30, 2023		June 30, 2023
Orlando, FL	$	34,052	$	74,460
Phoenix, AZ	24,912		62,385
Houston, TX	26,873		54,332
San Diego, CA	24,628		46,603
Dallas, TX	17,261		37,211
Atlanta, GA	16,974		32,475
Nashville, TN	17,338		28,305
San Francisco/San Mateo, CA	13,869		27,247
Washington, DC-MD-VA	13,142		24,049
Portland, OR	13,442		24,021
Other	68,575		128,951
Total	$	271,066	$	540,039

4. Investment Properties

From time to time, the Company evaluates acquisition opportunities based on our investment criteria and/or the opportunistic disposition of our hotels in order to take advantage of market conditions or in situations where the hotels no longer fit within our strategic objectives.

During the three months ended June 2024, the Company entered into an agreement to sell the 107-room Lorien Hotel & Spa, in Alexandria, Virginia for a sale price of $30.0 million and the buyer funded an at-risk deposit. The sale closed on July 9, 2024 for an estimated gain of approximately $1.8 million. Net cash proceeds from the sale, after transaction closing costs, were $29.1 million. As of June 30, 2024, the hotel's assets and liabilities were classified as held for sale on the condensed consolidated balance sheet for the period then ended.

Held for Sale

The following represents the major classes of assets and liabilities associated with the property held for sale as of June 30, 2024 (in thousands):


	June 30, 2024
Land	$	4,365
Buildings and other improvements	37,247

Total	$	41,612
Less: accumulated depreciation	(14,207)
Net investment properties	$	27,405

Accounts and rents receivable, net of allowance for doubtful accounts	143

Other assets	486
Total assets held for sale	$	28,034


Accounts payable and accrued expenses	693
Other liabilities	341
Total liabilities associated with assets held for sale	$	1,034

The operating results of the hotel that was held for sale as of June 30, 2024 is included in the condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2024 and 2023, respectively.

5. Debt

Debt as of June 30, 2024 and December 31, 2023 consisted of the following (dollar amounts in thousands):


						Balance Outstanding as of
	Rate Type	Rate(1)			Maturity Date	June 30, 2024		December 31, 2023
Mortgage Loans
Grand Bohemian Hotel Orlando, Autograph Collection	Fixed	4.53	%		3/1/2026	$	53,921	$	54,522
Marriott San Francisco Airport Waterfront	Fixed	4.63	%		5/1/2027	107,053		108,111
Andaz Napa	Fixed (2)	5.72	%		1/19/2028	55,000		55,000
Total Mortgage Loans		4.88	%	(3)		$	215,974	$	217,633
Corporate Credit Facilities



2023 Initial Term Loan	Fixed (4)	5.65	%		3/1/2026	125,000		125,000
2023 Delayed Draw Term Loan	Fixed (4)	5.65	%		3/1/2026	100,000		100,000

Revolving Line of Credit	Variable (5)	7.23	%		1/11/2027	—		—
Total Corporate Credit Facilities						$	225,000	$	225,000
2020 Senior Notes $500M	Fixed	6.38	%		8/15/2025	464,747		464,747
2021 Senior Notes $500M	Fixed	4.88	%		6/1/2029	500,000		500,000

Loan premiums, discounts and unamortized deferred financing costs, net (6)						(10,397)		(12,474)
Total Debt, net of loan premiums, discounts and unamortized deferred financing costs		5.50	%	(3)		$	1,395,324	$	1,394,906

(1)The rates shown represent the annual interest rates as of June 30, 2024. The variable index for the corporate credit facilities is Term SOFR, subject to a 10 basis point credit spread adjustment and a zero basis point floor, as further described below under "Corporate Credit Facilities."

(2)A variable interest loan for which the interest rate has been fixed with an interest rate swap to Term SOFR through January 1, 2027.

(3)Represents the weighted-average interest rate as of June 30, 2024.

(4)A variable interest loan for which the spread to Term SOFR has been fixed with interest rate swaps through mid-February 2025.

(5)Commitments under the revolving line of credit total $450 million through maturity. The spread to Term SOFR varies based on the Company’s leverage ratio, as further described below under “Corporate Credit Facilities.”

(6)Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization.

Mortgage Loans

Of the total outstanding debt at June 30, 2024, none of the mortgage loans were recourse to the Company and the mortgage loan agreements require contributions to be made to FF&E reserves.

Corporate Credit Facilities

The $450 million revolving line of credit matures in January 2027 and can be extended up to an additional year. The interest rate on the revolving line of credit is based on a pricing grid with a range of 145 to 275 basis points over the applicable Term SOFR rate as determined by the Company’s leverage ratio, subject to a 10-basis point credit spread adjustment and a zero basis point floor. The 2023 Initial Term Loan and the 2023 Delayed Draw Term Loan (together, the "2023 Term Loans") mature in March 2026, can be extended up to an additional year and bear interest rates consistent with the pricing grid on the revolving line of credit.

As of June 30, 2024, there was no outstanding balance on the revolving line of credit. During the three and six months ended June 30, 2024, the Company incurred unused commitment fees of approximately $0.3 million and $0.7 million, respectively, and did not incur interest expense. During the three and six months ended June 30, 2023, the Company incurred unused commitment fees of approximately $0.4 million and $0.7 million, respectively, and did not incur interest expense.

Senior Notes

The indentures governing the Senior Notes contain customary covenants that limit the Operating Partnership's ability and, in certain circumstances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends, redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indentures.

Financial Covenants

As of June 30, 2024, the Company was in compliance with all debt covenants, current on all loan payments and not otherwise in default under the revolving line of credit, corporate credit facility term loans, mortgage loans or Senior Notes.

Debt Outstanding

Total debt outstanding as of June 30, 2024 and December 31, 2023 was $1,406 million and $1,407 million, respectively, and had a weighted-average interest rate of 5.50% and 5.47% per annum, respectively. The following table shows scheduled principal payments and debt maturities for the next five years and thereafter (in thousands):


	As of June 30, 2024		Weighted- Average Interest Rate
2024	$	1,696	4.59%
2025	469,178		6.36%
2026	280,381		5.43%
2027	102,388		4.64%
2028	52,078		5.72%
Thereafter	500,000		4.88%
Total Debt	$	1,405,721	5.50%
Revolving Line of Credit (matures in 2027)	—		7.23%
Loan premiums, discounts and unamortized deferred financing costs, net	(10,397)		—
Debt, net of loan premiums, discounts and unamortized deferred financing costs	$	1,395,324	5.50%

During the six months ended June 30, 2023, the Company capitalized $5.6 million of deferred financing costs and expensed $1.7 million of debt-related legal fees which were included in other income on the condensed consolidated statement of operations and comprehensive income for the period then ended.

During the six months ended June 30, 2023, in connection with the refinancing of the prior revolving credit facility, the repayment of the prior corporate credit facility term loan and the repayment of one mortgage loan, the Company wrote off unamortized deferred financing costs of $1.1 million, which is included in loss on extinguishment of debt on the condensed consolidated statement of operations and comprehensive income for the period then ended.

6. Derivatives

The Company primarily uses interest rate swaps as part of its interest rate risk management strategy for variable rate debt. As of June 30, 2024, all interest rate swaps were designated as cash flow hedges and involve the receipt of variable rate payments from a counterparty in exchange for making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. Unrealized gains and losses of hedging instruments are reported in other comprehensive income or loss on the condensed consolidated statements of operations and comprehensive income. Amounts reported in accumulated other comprehensive income related to currently outstanding derivatives are recognized as an adjustment to income or loss through interest expense as interest payments are made on the Company’s variable rate debt.

Derivative instruments held by the Company with the right of offset in a net asset position are included in other assets on the condensed consolidated balance sheets.

The following table summarizes the terms of the derivative financial instruments held by the Company as of June 30, 2024 and December 31, 2023, respectively (in thousands):


						June 30, 2024				December 31, 2023
Hedged Debt	Type	Fixed Rate	Index	Effective Date	Maturity	Notional Amounts		Estimated Fair Value		Notional Amounts		Estimated Fair Value
2023 Initial Term Loan	Swap	3.85%	1-Month SOFR	5/10/2023	2/10/2025	$	75,000	$	577	$	75,000	$	587
2023 Initial Term Loan	Swap	3.87%	1-Month SOFR	5/10/2023	2/10/2025	50,000		379		50,000		380
2023 Delayed Draw Term Loan	Swap	3.85%	1-Month SOFR	5/17/2023	2/17/2025	50,000		394		50,000		388
2023 Delayed Draw Term Loan	Swap	3.86%	1-Month SOFR	5/17/2023	2/17/2025	25,000		196		25,000		191
2023 Delayed Draw Term Loan	Swap	3.85%	1-Month SOFR	5/17/2023	2/17/2025	25,000		197		25,000		194
Mortgage Debt	Swap	3.22%	Daily SOFR	6/1/2023	1/1/2027	55,000		1,480		55,000		790




						$	280,000	$	3,223	$	280,000	$	2,530

The table below details the location in the condensed consolidated financial statements of the gains and losses recognized on derivative financial instruments designated as cash flow hedges for the three and six months ended June 30, 2024 and 2023 (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,
		2024		2023		2024		2023
Effect of derivative instruments:	Location in Statements of Operations and Comprehensive Income:
Gain recognized in other comprehensive income	Unrealized gain on interest rate derivative instruments	$	694	$	5,906	$	2,953	$	5,906
Gain reclassified from accumulated other comprehensive income to net income	Reclassification adjustment for amounts recognized in net income	$	(1,128)	$	(460)	$	(2,260)	$	(460)
Total interest expense in which effects of cash flow hedges are recorded	Interest expense	$	20,245	$	21,650	$	40,603	$	43,784

The Company expects approximately $2.7 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense in the next 12 months.

7. Fair Value Measurements

The Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:

•Level 1 - Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access.

•Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company has estimated the fair value of its financial and non-financial instruments using available market information and valuation methodologies it believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition.

For assets and liabilities measured at fair value on a recurring basis and non-recurring basis, quantitative disclosure of their fair value is included in the condensed consolidated balance sheets as of as of June 30, 2024 and December 31, 2023 (in thousands):


	Fair Value Measurement Date
	June 30, 2024				December 31, 2023
Location on Condensed Consolidated Balance Sheets/Description of Instrument	Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring measurements
Other assets
Interest rate swaps(1)	$	3,223	$	—	$	2,530	$	—

(1) Interest rate swap fair values are netted as applicable per the terms of the respective master netting agreements.

Recurring Measurements

The fair value of each derivative instrument is based on a discounted cash flow analysis of the expected cash flows under each arrangement. This analysis reflects the contractual terms of the derivative instrument, including the period to maturity, and utilizes observable market-based inputs, including interest rate curves and implied volatilities, which are classified within Level 2 of the fair value hierarchy. The Company also incorporates credit value adjustments to appropriately reflect each parties’ nonperformance risk in the fair value measurement, which utilizes Level 3 inputs such as estimates of current credit spreads. However, the Company has assessed that the credit valuation adjustments are not significant to the overall valuation of the derivatives and, as a result, its derivative valuations in their entirety are classified within Level 2 of the fair value hierarchy.

Financial Instruments Not Measured at Fair Value

The table below represents the fair value of financial instruments presented at carrying values in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024				December 31, 2023
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Total Mortgage and Term Loans	$	440,974	$	426,751	$	442,633	$	425,858
Senior Notes	964,747		946,184		964,747		939,826

Revolving Line of Credit	—		—		—		—
Total	$	1,405,721	$	1,372,935	$	1,407,380	$	1,365,684

The Company estimated the fair value of its total debt, net of discounts, using a weighted-average effective interest rate of 6.21% and 6.09% per annum as of June 30, 2024 and December 31, 2023, respectively. The assumptions reflect the terms currently available to borrowers with credit profiles similar to the Company's. The Company has determined that its debt instrument valuations are classified in Level 2 of the fair value hierarchy.

8. Income Taxes

The Company estimated an income tax benefit for the three and six months ended June 30, 2024 using an estimated federal and state combined effective tax rate of (33.25)% and recognized an income tax benefit of $4.1 million and $3.4 million, respectively. During the three and six months ended June 30, 2024, the Company recognized an income tax benefit of $5.0 million due to the release of a valuation allowance on certain deferred tax assets causing the year to date effective tax rate to be significantly different from our historical annual effective tax rate.

The Company estimated income tax expense for the three and six months ended June 30, 2023 using an estimated federal and state combined effective tax rate of 23.68% and recognized income tax expense of $1.8 million and $7.0 million, respectively.

The Company considers various factors, including cumulative losses, the future reversals of existing taxable temporary differences, projected future taxable income and tax-planning strategies when assessing the realizability of its deferred tax assets. As of June 30, 2024, the Company has determined there is sufficient positive evidence to conclude it is more likely than not a portion of the deferred tax assets related to certain state net operating loss carryforwards is realizable and therefore recorded a $5.0 million reduction in the related valuation allowance.

9. Stockholders' Equity

Common Stock

The Company maintains an "At-The-Market" ("ATM") program pursuant to an Equity Distribution Agreement ("ATM Agreement") with Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc. In accordance with the terms of the ATM Agreement, the Company may from time to time offer and sell shares of its common stock having an aggregate offering price of up to $200 million. No shares were sold under the ATM Agreement during the three and six months ended June 30, 2024 and 2023 and, as of June 30, 2024, $200 million of common stock remained available for issuance under the ATM Agreement. As of June 30, 2024 and December 31, 2023, the Company had accumulated offering related costs included in other assets on the condensed consolidated balance sheets of $0.4 million and $0.3 million, respectively. These offering costs will be reclassified to additional paid in capital to offset proceeds from the sale of common stock. Any remaining accumulated offering costs will be written off when the current registration statement expires in August 2026.

The Board of Directors has authorized a stock repurchase program (the "Repurchase Program") resulting in authorization to repurchase common stock in the open market, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The Repurchase Program does not have an expiration date, may be suspended or discontinued at any time and does not obligate the Company to acquire any particular amount of shares.

During the six months ended June 30, 2024, 468,107 shares were repurchased under the Repurchase Program, at a weighted-average price of $13.51 per share for an aggregate purchase price of $6.3 million. During the six months ended June 30, 2023, 4,445,708 shares were repurchased under the Repurchase Program, at a weighted-average price of $13.20 per share for an aggregate purchase price of $58.7 million. As of June 30, 2024, the Company had approximately $127.4 million remaining under its share repurchase authorization.

Dividends

The Company declared the following dividends during the six months ended June 30, 2024:

Dividend per Share/Unit

For the Quarter Ended

Record Date

Payable Date

$0.12

March 31, 2024

March 28, 2024

April 15, 2024

$0.12

June 30, 2024

June 28, 2024

July 15, 2024

Non-Controlling Interest of Common Units in Operating Partnership

As of June 30, 2024, the Operating Partnership had 5,136,969 LTIP Units outstanding, representing a 4.8% partnership interest held by the limited partners. Of the 5,136,969 LTIP Units outstanding at June 30, 2024, 1,735,183 LTIP Units had vested but had yet to be converted or redeemed. Only vested LTIP Units may be converted to common units of the Operating Partnership, which in turn can be tendered for redemption per the terms of the partnership agreement.

During the six months ended June 30, 2024, 42,826 vested LTIP Units were converted into common limited partnership units in the Operating Partnership ("Common Units") on a one-for-one basis and subsequently all 42,826 Common Units were tendered to the Operating Partnership for redemption. At the Company's election, all 42,826 Common Units were redeemed for cash totaling $0.7 million.

10. Earnings Per Share

Basic earnings per common share is calculated by dividing net income or loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income or loss available to common stockholders by the weighted-average number of common shares outstanding during the period plus any shares that could potentially be outstanding during the period. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation.

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

Income or loss allocated to non-controlling interests in the Operating Partnership has been excluded from the numerator and Operating Partnership Units and LTIP Units in the Operating Partnership have been omitted from the denominator for the purpose of computing diluted earnings per share since including these amounts in the numerator and denominator would have no impact.

The following table reconciles net income or loss attributable to common stockholders to basic and diluted earnings per share (in thousands, except share and per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net income attributable to common stockholders	$	15,338	$	13,792	$	23,872	$	20,072
Dividends paid on unvested share-based compensation	(98)		(66)		(196)		(133)
Undistributed earnings attributable to unvested share-based compensation	(7)		(5)		—		—
Net income available to common stockholders	$	15,233	$	13,721	$	23,676	$	19,939

Denominator:
Weighted-average shares outstanding - Basic	101,963,677		109,304,694		101,961,559		110,535,092
Effect of dilutive share-based compensation	385,305		207,168		395,557		233,510
Weighted-average shares outstanding - Diluted	102,348,982		109,511,862		102,357,116		110,768,602

Basic and diluted earnings per share:
Net income per share available to common stockholders - basic and diluted	$	0.15	$	0.12	$	0.23	$	0.18

11. Share-Based Compensation

2015 Incentive Award Plan

Restricted Stock Unit Grants

The Compensation Committee of the Board of Directors approved the following awards of restricted stock units under the 2015 Incentive Award Plan:

Grant Date

Grant Description

Time-Based Grants

Performance-Based Grants

Weighted-Average Grant Date Fair Value

February 2024

2024 Restricted Stock Units

170,041

92,262

11.35

Each award of time-based Restricted Stock Units will vest as follows, subject to continued employment with the Company or its affiliates through each applicable vesting date: thirty-three percent (33%) on the first anniversary of the vesting commencement date, thirty-three percent (33%) on the second anniversary of the vesting commencement date, and thirty-four percent (34%) on the third anniversary of the vesting commencement date.

The performance-based Restricted Stock Units are designated twenty-five percent (25%) as absolute total stockholder return ("TSR") units and seventy-five percent (75%) as relative TSR share units. The absolute TSR share units vest based on achievement of varying levels of the Company's TSR over the three-year performance period. The relative TSR share units vest based on the ranking of the Company's TSR as compared to a defined peer group over the three-year performance period. Vesting of performance-based Restricted Stock Units is also subject to continued employment with the Company or its affiliates through the applicable vesting date.

LTIP Unit Grants

The Compensation Committee of the Board of Directors approved the issuance of the following awards under the 2015 Incentive Award Plan:

Grant Date

Grant Description

Time-Based LTIP Units

Performance-Based Class A LTIP Units

Weighted-Average Grant Date Fair Value

February 2024

2024 LTIP Units

149,221

1,201,212

7.48

Each award of time-based LTIP Units will vest as follows, subject to continued employment with the Company or its affiliates through each applicable vesting date: thirty-three percent (33%) on the first anniversary of the vesting commencement date, thirty-three percent (33%) on the second anniversary of the vesting commencement date, and thirty-four percent (34%) on the third anniversary of the vesting commencement date.

A portion of each award of Class A LTIP Units are designated as a number of base units. The base units are designated twenty-five percent (25%) as absolute TSR base units and vest based on achievement of varying levels of the Company's TSR over the three-year performance period. The other seventy-five percent (75%) of the base units are designated as relative TSR base units and vest based on the ranking of the Company's TSR as compared to a defined peer group over the three-year performance period. Vesting of Class A LTIP Units is also subject to continued employment with the Company or its affiliates through the applicable vesting date.

LTIP Units (other than unvested Class A LTIP Units), whether vested or unvested, receive the same quarterly per-unit distributions as common units in the Operating Partnership, which equal the per-share distributions on the common stock of the Company. Class A LTIP Units that have not vested receive a quarterly per-unit distribution equal to ten percent (10%) of the distribution paid on common units in the Operating Partnership.

In May 2024, pursuant to the Company's Director Compensation Program, the Company issued 47,362 fully vested LTIP Units to its non-employee directors which had a grant date fair value of $14.78 per unit.

The following is a summary of the unvested incentive awards under the 2015 Incentive Award Plan as of June 30, 2024:


	2015 Incentive Award Plan Restricted Stock Units		2015 Incentive Award Plan LTIP Units(1)		Total
Unvested as of December 31, 2023	316,500		2,160,198		2,476,698
Granted	262,303		1,397,795		1,660,098
Vested(2)	(80,837)		(156,207)		(237,044)

Forfeited	(11,466)		—		(11,466)

Unvested as of June 30, 2024	486,500		3,401,786		3,888,286
Weighted-average fair value of unvested shares/units	$	11.76	$	8.32	$	8.75

(1) Includes time-based LTIP Units and performance-based Class A LTIP Units.

(2) During the six months ended June 30, 2024 and 2023, 21,642 and 17,613 shares of common stock, respectively, were withheld by the Company upon the settlement of the applicable awards in order to satisfy federal and state tax withholding requirements on the vesting of Restricted Stock Units under the 2015 Incentive Award Plan.

The grant date fair value of the time-based Restricted Stock Units and time-based LTIP Units is determined based on the closing price of the Company’s common stock on the grant date. The grant date fair value of performance-based units is determined based on a Monte Carlo simulation method with the following assumptions:


Performance Award Grant Date	Percentage of Total Award	Grant Date Fair Value by Component	Volatility	Interest Rate	Dividend Yield
February 23, 2024
Absolute TSR Restricted Stock Units	25%	$7.75	46.86%	4.57% - 5.31%	3.01%
Relative TSR Restricted Stock Units	75%	$7.74	46.86%	4.57% - 5.31%	3.01%
Absolute TSR Class A LTIP Units	25%	$7.81	46.86%	4.57% - 5.31%	3.01%
Relative TSR Class A LTIP Units	75%	$7.75	46.86%	4.57% - 5.31%	3.01%

Compensation expense related to time-based Restricted Stock Units and time-based LTIP Units is generally recognized on a straight-line basis over the vesting period and compensation expense related to performance-based units is generally recognized

on a straight-line basis over the performance period. An acceleration of compensation expense recognition may occur in certain cases where the award recipient has met or will meet the retirement eligibility requirements prior to the vesting date.

The absolute and relative total stockholder returns are market conditions as defined by Accounting Standards Codification 718, Compensation - Stock Compensation ("ASC 718"). Market conditions include provisions wherein the vesting condition is met through the achievement of a specific value of the Company’s common stock, which is total stockholder return in this case. Market conditions differ from other performance awards under ASC 718 in that the probability of attaining the condition (and thus vesting of units or shares) is reflected in the initial grant date fair value of the award. Accordingly, it is not appropriate to reconsider the probability of vesting in the award subsequent to the initial measurement of the award, nor is it appropriate to reverse any of the expense if the condition is not met. As such, once the expense for these awards is measured, the expense must be recognized over the vesting period regardless of whether the target is met, or at what level the target is met. Expense may only be reversed if the holder of the instrument forfeits the award as a result of the holder's termination of service to the Company prior to vesting.

For the three and six months ended June 30, 2024, the Company recognized approximately $4.0 million and $7.9 million of share-based compensation expense (net of forfeitures) related to Restricted Stock Units and LTIP Units provided to certain of its executive officers and corporate employees. In addition, for the three and six months ended June 30, 2024, the Company recognized $0.7 million of share-based compensation expense related to grants to the Board of Directors and capitalized approximately $0.2 million and $0.3 million, respectively, related to Restricted Stock Units provided to certain other employees who oversee development and capital projects on behalf of the Company. As of June 30, 2024, there was $16.8 million of total unrecognized compensation costs related to unvested Restricted Stock Units, Class A LTIP Units and Time-Based LTIP Units issued under the 2015 Incentive Award Plan, which are expected to be recognized over a remaining weighted-average period of 1.98 years.

For the three and six months ended June 30, 2023, the Company recognized approximately $3.3 million and $5.9 million of share-based compensation expense (net of forfeitures) related to Restricted Stock Units and LTIP Units provided to certain of its executive officers and corporate employees. In addition, for the three and six months ended June 30, 2023, the Company recognized $0.7 million of share-based compensation expense related to grants to the Board of Directors and capitalized approximately $0.1 million and $0.2 million, respectively, related to Restricted Stock Units provided to certain other employees who oversee development and capital projects on behalf of the Company.

12. Commitments and Contingencies

Leases

The Company is a lessee to long-term ground, parking, and its corporate office leases, which are accounted for as operating leases. The following is a summary of the Company's leases as of and for the six months ended June 30, 2024 (dollar amounts in thousands):


	June 30, 2024
Weighted-average remaining lease term, including reasonably certain extension options(1)	19 years
Weighted-average discount rate	5.71%

ROU asset(2)	$	17,307
Lease liability(3)	$	18,265

Operating lease rent expense	$	1,085
Variable lease costs	2,215
Total rent and variable lease costs	$	3,300

(1)The weighted-average remaining lease term including all available extension options is approximately 56 years.

(2)The ROU asset is included in other assets on the condensed consolidated balance sheet as of June 30, 2024.

(3)The lease liability is included in other liabilities on the condensed consolidated balance sheet as of June 30, 2024.

The following table shows the remaining lease payments, which includes reasonably certain extension options, for the next five years and thereafter reconciled to the lease liability as of June 30, 2024 (in thousands):


	Year Ending December 31, 2024
2024 (excluding the six months ended June 30, 2024)	$	1,079
2025	2,172
2026	2,188
2027	2,204
2028	2,086
Thereafter	22,358
Total undiscounted lease payments	$	32,087
Less imputed interest	(13,822)
Lease liability(1)	$	18,265

(1)The lease liability is included in other liabilities on the condensed consolidated balance sheet as of June 30, 2024.

Management and Franchise Agreements

In order to maintain its qualification as a REIT, the Company cannot directly or indirectly operate any of its hotels. The Company leases each hotel to TRS lessees, which in turn engages property managers to manage the hotels. Each hotel is operated pursuant to a hotel management agreement with an independent third-party hotel management company.

Pursuant to the hotel management agreements, the management company controls the day-to-day operation of each hotel, and the Company is granted limited approval rights with respect to certain of the management company’s actions. The hotel management agreements typically contain a two-tiered fee structure, wherein the management company receives a base management fee and, if certain financial thresholds are exceeded, an incentive management fee. Many hotel management agreements also require the maintenance of a capital reserve fund based on a percentage of hotel revenues to be used for capital expenditures to maintain the quality of the hotels.

Management agreements for brand-managed hotels have terms generally ranging from 10 to 30 years and allow for one or more renewal periods at the option of the hotel manager. Assuming all renewal periods are exercised, the average remaining term is 26 years. Management agreements for franchised hotels generally contain initial terms between 15 and 20 years with an average remaining term of approximately five years; none of these agreements contemplate renewal or extension of the initial term.

The Company is generally limited in its ability to sell, lease or otherwise transfer hotels unless the transferee assumes the related hotel management agreement. However, most agreements include owner rights to terminate the agreements on the basis of the manager’s failure to meet certain performance-based metrics. Typically, these criteria are subject to the manager’s ability to ‘cure’ and avoid termination by payment to the Company of specified deficiency amounts (or, in some instances, waiver of the right to receive specified future management fees).

Franchise agreements generally have initial terms of 20 years, with an average remaining initial term of approximately nine years. The franchise agreements require royalty fees based on a percentage of gross rooms revenue and, for certain hotels, an additional fee based on a percentage of gross food and beverage revenue. In addition, franchise agreements require fees for marketing, reservation or other program fees based on a percentage of gross rooms revenue. Many franchise agreements also require the maintenance of a capital reserve fund based on a percentage of hotel revenues to be used for capital expenditures to maintain the quality of the hotels.

For the three and six months ended June 30, 2024, the Company incurred management and franchise fee expenses of $9.7 million and $20.3 million, respectively, and for the three and six months ended June 30, 2023 incurred expenses of $9.2 million and $19.4 million, respectively, which are included on the condensed consolidated statements of operations and comprehensive income for the periods then ended.

Reserve Requirements

Certain franchise and management agreements require the Company to reserve funds relating to replacements and renewals of the hotels' furniture, fixtures and equipment. As of June 30, 2024 and December 31, 2023, the Company had a balance of $55.9 million and $49.7 million, respectively, in reserves for such future improvements. This amount is included in restricted cash and escrows on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively.

Renovation and Construction Commitments

As of June 30, 2024, the Company had various contracts outstanding with third-parties in connection with the renovation of certain of its hotel properties. The remaining commitments under these contracts as of June 30, 2024 totaled $70.2 million.

Legal

The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the financial condition of the Company.

13. Subsequent Events

During the three months ended June 30, 2024, the Company entered into an agreement to sell the 107-room Lorien Hotel & Spa, in Alexandria, Virginia for a sale price of $30.0 million and the buyer funded an at-risk deposit. The sale closed on July 9, 2024 for an estimated gain of approximately $1.8 million. Net cash proceeds from the sale, after transaction closing costs, were $29.1 million.

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

Certain statements in this Quarterly Report on Form 10-Q, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include statements about Xenia’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Xenia and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. Forward-looking statements in this Form 10-Q include, among others, statements about our plans, strategies and the impact of macroeconomic factors, including inflation, rising interest rates, a potential domestic and/or global recession, global conflicts, general economic and political uncertainty in key global markets, including as a result of the 2024 U.S. presidential election, the evolving workforce and wage landscape, capital expenditures, the ability to consummate acquisitions and dispositions of hotel properties, liquidity and derivations thereof, financial performance and potential dividends, prospects or future events. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q. Such risks, uncertainties and other important factors include, among others: the risk factors set forth under “Part I-Item 1A. Risk Factors” and “Part II-Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2024, as may be updated elsewhere in this report and the information set forth in other Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC; general economic uncertainty and a contraction in the U.S. or global economy or low levels of economic growth; macroeconomic factors and other factors beyond our control that can adversely affect and reduce demand for hotel rooms, food and beverage services, and/or meeting facilities; inflation which increases our labor and other costs of providing services to guests and meeting hotel brand standards as well as costs related to construction and other capital expenditures, property and other taxes, and insurance which could result in reduced operating profit margins; the impact of supply chain disruptions on our ability to source furniture, fixtures, and equipment required to comply with brand standards and guest expectations and the ability of our third-party managers to source supplies and other items required for operations; our ability to comply with contractual covenants; business, financial and operating risks inherent to real estate investments and the lodging industry; seasonal and cyclical volatility in the lodging industry; adverse changes in specialized industries, such as the energy, technology and/or tourism industries that result in a sustained downturn of related businesses and corporate spending that may negatively impact our revenues and results of operations; levels of spending in transient or group business and leisure segments as well as consumer confidence; declines in occupancy and average daily rate; decreased business travel for in-person meetings due to virtual meeting technological advancements and/or changes in guest and consumer preferences, including consideration of the impact of travel on the environment; fluctuations in the supply of hotels, due to hotel construction and/or renovation and expansion of existing hotels, and demand for hotel rooms; changes in the competitive environment in the lodging industry, including due to consolidation of management companies, franchisors and online travel agencies, and changes in the markets where we own hotels; events beyond our control, such as war, terrorist or cyber-attacks, mass casualty events, government shutdowns and closures, travel-related health concerns, global outbreaks of pandemics (such as the COVID-19 pandemic) or contagious diseases, or fear of such outbreaks, weather and climate-related events, such as hurricanes, tornadoes, floods, wildfires, and droughts, and natural or man-made disasters; cyber incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors' computer systems, and our third-party management companies' or franchisors' computer systems and/or their vendors' computer systems; changes in interest rates and operating costs, including labor and service related costs; our inability to directly operate our properties and reliance on third-party hotel management companies to operate and manage our hotels; our ability to maintain good relationships with our third-party hotel management companies and franchisors; our failure to maintain and/or comply with required brand operating standards; our ability to maintain our brand licenses at our hotels; relationships with labor unions and changes in labor laws, including increases to minimum wages; retention and attraction of our senior management team or key personnel; our ability to identify and consummate additional acquisitions and dispositions of hotels; our ability to integrate and successfully operate any hotel properties that we acquire in the future and the risks associated with these hotel properties; disruption resulting from the impact of hotel renovations, repositionings, redevelopments and re-branding activities; our ability to access capital for renovations and acquisitions and general operating needs on terms and at times that are acceptable to us; the fixed cost nature of hotel ownership; our ability to service, restructure or refinance our debt; compliance with regulatory regimes and local laws; uninsured or underinsured losses, including those relating to natural disasters, the physical effects of climate change, civil unrest, terrorism or cyber-

attacks and the physical effects and transition-related impacts of climate change; changes in distribution channels, such as through internet travel intermediaries or websites that facilitate the short-term rental of homes and apartments from owners; the amount of debt that we currently have or may incur in the future; provisions in our debt agreements that may restrict the operation of our business; our organizational and governance structure; our status as a real estate investment trust (“REIT”); our taxable REIT subsidiary (“TRS”) lessee structure; the cost of compliance with and liabilities under environmental, health and safety laws; adverse litigation judgments or settlements; changes in real estate and zoning laws; increases in insurance or other fixed costs and increases in real property tax valuations or rates; changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs; changes in governmental regulations or interpretations thereof; and estimates relating to our ability to make distributions to our stockholders in the future.

These factors are not necessarily all of the important factors that could cause our actual financial results, performance, achievements or prospects to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

The following discussion and analysis should be read in conjunction with the Company’s Unaudited Condensed Consolidated Financial Statements and accompanying notes, which appear elsewhere in this Quarterly Report on Form 10-Q.

Overview

Xenia Hotels & Resorts, Inc. ("we", "us", "our", "Xenia" or the "Company") is a self-advised and self-administered REIT that invests primarily in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States ("U.S."). As of June 30, 2024, we owned 32 hotels and resorts, comprising 9,515 rooms across 14 states. Our hotels are primarily operated and/or licensed by industry leaders such as Marriott, Hyatt, Fairmont, Kimpton, Loews, Hilton, The Kessler Collection and Davidson.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and XHR Holding. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated. Corporate costs directly associated with our executive offices, personnel and other administrative costs are reflected as general and administrative expenses on the condensed consolidated statements of operations and comprehensive income.

Our Revenues and Expenses

Our revenue is primarily derived from hotel operations, including rooms revenue, food and beverage revenue and other revenue, which consists of parking, spa, resort fees, other guest services, and tenant leases, among other items.

Our operating costs and expenses consist of the costs to provide hotel services, including rooms expense, food and beverage expense, other direct and indirect operating expenses, and management and franchise fees. Rooms expense includes housekeeping wages and associated payroll taxes, room supplies, laundry services and front desk costs. Food and beverage expense primarily includes the cost of food, beverages and associated labor. Other direct and indirect hotel expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with general and administrative departments, sales and marketing, information technology and telecommunications, repairs and maintenance and utility costs. We enter into management agreements with independent third-party management companies to operate our hotels. The management companies typically earn base and incentive management fees based on the levels of revenues and profitability of each individual hotel. Certain hotels that are not operated by brand managers incur franchise fees based on the level of revenues of each individual hotel.

Key Indicators of Operating Performance

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as Revenue Per Available Room ("RevPAR"); average daily rate ("ADR"); occupancy rate ("occupancy"); earnings before interest, income taxes, depreciation and amortization for real estate ("EBITDAre") and Adjusted EBITDAre; and funds from operations ("FFO") and Adjusted FFO. We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. RevPAR, ADR, and occupancy may be impacted by

macroeconomic factors as well as regional and local economies and events. See "Non-GAAP Financial Measures" for further discussion of the Company's use, definitions and limitations of EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO.

Results of Operations

Lodging Industry Overview

The U.S. lodging industry historically exhibits a strong correlation to U.S. GDP, which increased at an estimated annual rate of approximately 1.4% and 2.8% during the first and second quarters of 2024, according to the U.S. Department of Commerce, representing a decrease in the annual rate growth trend from the third and fourth quarters of 2023 of 4.9% and 3.4%, respectively. The increase during the second quarter reflected increases in consumer spending, private inventory investment, and nonresidential fixed investment that were partially offset by an increase in imports. In addition, the unemployment rate rose slightly to 4.1% in June 2024 compared to 3.8% in March 2024 and 3.7% in December 2023. We continue to monitor and evaluate the challenges associated with inflationary pressures, rising interest rates, a potential domestic and/or global recession, global conflicts, and the evolving workforce and wage landscape. The impact of these potential challenges could negatively impact the Company’s operating results as well as its ability to consummate acquisitions and dispositions of hotel properties in the near term.

Demand increased 1.4% and 0.1% during the three and six months ended June 30, 2024. New hotel supply increased 0.5% during the same periods. An increase in ADR of 1.6% coupled with an increase in occupancy of 0.9% led to an increase in industry RevPAR of 2.5% for the three months ended June 30, 2024 compared to 2023. An increase in ADR of 1.8% was partially offset by a decrease in occupancy of 0.4% which led to an increase in industry RevPAR of 1.4% for the six months ended June 30, 2024 compared to 2023.

Second Quarter 2024 Overview

Our total portfolio RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 1.8% and 0.1% to $185.69 and $181.28 for the three and six months ended June 30, 2024 compared to $182.49 and $181.03 for the three and six months ended June 30, 2023. The increase in our total portfolio RevPAR for the three and six months ended June 30, 2024 compared to the same periods in 2023 was driven primarily by an increase in occupancy, partially offset by disruption from renovations and normalizing leisure demand. Further, demand has continued to shift to a more traditional mix of leisure, business transient and group within our portfolio. Excluding Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch ("Hyatt Regency Scottsdale"), which is undergoing a transformative renovation, total portfolio RevPAR increased 5.0% and 4.4% to $191.28 and $184.67 for the three and six months ended June 30, 2024 compared to $182.11 and $176.93 for the three and six months ended June 30, 2023, respectively.

Net income increased 11.8% for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, which was primarily attributed to an income tax benefit of $4.1 million compared to income tax expense of $1.8 million, a $1.7 million reduction in depreciation and amortization expense, a $1.4 million reduction in interest expense and a $0.1 million reduction in operating loss attributed to hotels sold in 2022. These increases were partially offset by a $5.9 million decrease in hotel operating income, a $1.0 million reduction in other income, a $0.4 million increase in general and administrative costs and a $0.1 million increase in impairment and other losses.

Net income increased 19.6% for the six months ended June 30, 2024 compared to the six months ended June 30, 2023, which was primarily attributed to an income tax benefit of $3.4 million compared to income tax expense of $7.0 million, a $3.4 million reduction in depreciation and amortization expense, a $3.2 million reduction in interest expense, a $1.2 million reduction in loss on extinguishment of debt, a $0.7 million increase in gain on business interruption, a $0.3 million reduction in operating loss attributed to hotels sold in 2022 and a $0.2 million increase in other income. These increases were partially offset by a $12.5 million reduction in hotel operating income, a $1.8 million increase in general and administrative costs, a $0.6 million increase in other operating expenses and a $0.4 million increase in impairment and other losses.

Adjusted EBITDAre attributable to common stock and unit holders for the three and six months ended June 30, 2024 decreased 8.4% compared to the three and six months ended June 30, 2023 and Adjusted FFO attributable to common stock and unit holders increased 2.8% and 1.8% for the same periods. Refer to "Non-GAAP Financial Measures" for the definition of these financial measures, a description of the reasons we believe they are useful to investors as key supplemental measures of our operating performance and the reconciliation of these non-GAAP financial measures to net income attributable to common stock and unit holders.

Operating Information Comparison

The following table sets forth certain operating information for the three and six months ended June 30, 2024 and 2023:


									Six Months Ended June 30,
									2024			2023			Change
Number of properties at January 1									32			32			—


Number of properties at June 30									32			32			—

Number of rooms at January 1									9,514			9,508			6
Rooms in properties acquired(1)									1			3			(2)

Number of rooms at June 30									9,515			9,511			4







	Three Months Ended June 30,								Six Months Ended June 30,
	2024			2023			Change		2024			2023			Change
Total Portfolio Statistics:
Occupancy	71.0		%	68.6		%	240	bps	69.2		%	67.3		%	190	bps
ADR	$	261.53		$	265.98		(1.7)	%	$	261.95		$	268.82		(2.6)	%
RevPAR	$	185.69		$	182.49		1.8	%	$	181.28		$	181.03		0.1	%

(1) In March 2024, we added one newly created room at Grand Bohemian Hotel Orlando, Autograph Collection. In April 2023, we added three newly created rooms at The Ritz-Carlton, Denver.

Revenues

Revenues consists of rooms, food and beverage, and other revenues from our hotels, as follows (in thousands):


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		2023		Change		% Change		2024		2023		Change		% Change
Revenues:
Rooms revenues	$	160,786	$	157,942	$	2,844	1.8	%	$	313,910	$	311,587	$	2,323	0.7	%
Food and beverage revenues	89,080		92,033		(2,953)		(3.2)	%	181,853		188,157		(6,304)		(3.4)	%
Other revenues	23,038		21,091		1,947		9.2	%	44,629		40,295		4,334		10.8	%
Total revenues	$	272,904	$	271,066	$	1,838	0.7	%	$	540,392	$	540,039	$	353	0.1	%

Rooms revenues

Rooms revenues for our total portfolio increased $2.8 million, or 1.8%, to $160.8 million for the three months ended June 30, 2024 from $157.9 million for the three months ended June 30, 2023 driven primarily by an increase in occupancy which was partially offset by disruption from renovations and normalizing leisure demand. Excluding Hyatt Regency Scottsdale, which is undergoing a transformative renovation, rooms revenues for the three months ended June 30, 2024 increased $7.6 million, or 5.1%, when compared to the prior period.

Rooms revenues for our total portfolio increased $2.3 million, or 0.7%, to $313.9 million for the six months ended June 30, 2024 from $311.6 million for the six months ended June 30, 2023 driven primarily by an increase in occupancy which was partially offset by disruption from renovations and normalizing leisure demand. Excluding Hyatt Regency Scottsdale, which is undergoing a transformative renovation, rooms revenues for the six months ended June 30, 2024 increased $14.5 million, or 5.0%, when compared to the prior period.

Food and beverage revenues

Food and beverage revenues decreased $3.0 million, or 3.2%, to $89.1 million for the three months ended June 30, 2024 from $92.0 million for the three months ended June 30, 2023 primarily due to disruption from renovations and normalizing leisure demand, both of which were partially offset by an increase in occupancy. Excluding Hyatt Regency Scottsdale, food and beverage revenues for the three months ended June 30, 2024 increased $1.7 million, or 2.0%, when compared to the prior period.

Food and beverage revenues decreased $6.3 million, or 3.4%, to $181.9 million for the six months ended June 30, 2024 from $188.2 million for the six months ended June 30, 2023 primarily due to disruption from renovations and normalizing leisure demand, both of which were partially offset by an increase in occupancy. Excluding Hyatt Regency Scottsdale, food and beverage revenues for the six months ended June 30, 2024 increased $4.5 million, or 2.6%, when compared to the prior period.

Other revenues

Other revenues increased $1.9 million, or 9.2%, to $23.0 million for the three months ended June 30, 2024 from $21.1 million for the three months ended June 30, 2023 primarily as a result of increased occupancy which was partially offset by disruption from renovations. Excluding Hyatt Regency Scottsdale, other revenues for the three months ended June 30, 2024 increased $2.3 million, or 12.0%, when compared to the prior period.

Other revenues increased $4.3 million, or 10.8%, to $44.6 million for the six months ended June 30, 2024 from $40.3 million for the six months ended June 30, 2023 primarily as a result of increased occupancy which was partially offset by disruption from renovations. Excluding Hyatt Regency Scottsdale, other revenues for the six months ended June 30, 2024 increased $5.4 million, or 14.7%, when compared to the prior period.

Hotel Operating Expenses

Hotel operating expenses consist of the following (in thousands):


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		2023		Change		% Change		2024		2023		Change		% Change
Hotel operating expenses:
Rooms expenses	$	39,028	$	37,153	$	1,875	5.0	%	$	77,221	$	73,356	$	3,865	5.3	%
Food and beverage expenses	60,634		59,989		645		1.1	%	121,114		120,676		438		0.4	%
Other direct expenses	6,757		6,014		743		12.4	%	12,844		11,712		1,132		9.7	%
Other indirect expenses	69,749		66,255		3,494		5.3	%	137,382		132,754		4,628		3.5	%
Management and franchise fees	9,651		9,226		425		4.6	%	20,284		19,415		869		4.5	%
Total hotel operating expenses	$	185,819	$	178,637	$	7,182	4.0	%	$	368,845	$	357,913	$	10,932	3.1	%

Total hotel operating expenses

In general, hotel operating costs correlate to increases or decreases in revenues and fluctuate based on various factors, including occupancy, labor costs, utilities and insurance costs. Luxury and upper upscale hotels generally have higher fixed costs than other types of hotels due to the level of services and amenities provided to guests.

Total hotel operating expenses increased $7.2 million, or 4.0%, to $185.8 million for the three months ended June 30, 2024 from $178.6 million for the three months ended June 30, 2023 largely due to increasing labor costs partially offset by renovation disruption. Excluding Hyatt Regency Scottsdale, total hotel operating expenses for the three months ended June 30, 2024 increased $10.2 million, or 6.1%, when compared to the prior period.

Total hotel operating expenses increased $10.9 million, or 3.1%, to $368.8 million for the six months ended June 30, 2024 from $357.9 million for the six months ended June 30, 2023 largely due to increasing labor costs partially offset by renovation disruption. Excluding Hyatt Regency Scottsdale, total hotel operating expenses for the six months ended June 30, 2024 increased $18.9 million, or 5.7%, when compared to the prior period.

Corporate and Other Expenses

Corporate and other expenses consist of the following (in thousands):


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		2023		Change		% Change		2024		2023		Change		% Change
Depreciation and amortization	$	31,823	$	33,490	$	(1,667)	(5.0)	%	$	63,787	$	67,231	$	(3,444)	(5.1)	%
Real estate taxes, personal property taxes and insurance	13,340		12,808		532		4.2	%	26,833		25,278		1,555		6.2	%
Ground lease expense	837		784		53		6.8	%	1,623		1,494		129		8.6	%
General and administrative expenses	10,341		9,972		369		3.7	%	20,599		18,755		1,844		9.8	%
Gain on business interruption insurance	—		—		—		—	%	(745)		—		(745)		(100.0)	%
Other operating expenses	377		378		(1)		(0.3)	%	1,207		610		597		97.9	%
Impairment and other losses	100		—		100		100.0	%	350		—		350		100.0	%
Total corporate and other expenses	$	56,818	$	57,432	$	(614)	(1.1)	%	$	113,654	$	113,368	$	286	0.3	%

Depreciation and amortization

Depreciation and amortization expense decreased $1.7 million, or 5.0%, and $3.4 million, or 5.1%, to $31.8 million and $63.8 million for the three and six months ended June 30, 2024 from $33.5 million and $67.2 million for the three and six months ended June 30, 2023. The decrease was primarily attributed to fully depreciated assets during the comparable periods partially offset by the timing of new assets being placed in service.

Real estate taxes, personal property taxes and insurance

Real estate taxes, personal property taxes and insurance expense increased $0.5 million, or 4.2%, to $13.3 million for the three months ended June 30, 2024 from $12.8 million for the three months ended June 30, 2023. This increase was primarily attributed to a $0.3 million increase in real estate taxes and a $0.3 million increase in insurance premiums compared to the prior period.

Real estate taxes, personal property taxes and insurance expense increased $1.6 million, or 6.2%, to $26.8 million for the six months ended June 30, 2024 from $25.3 million for the six months ended June 30, 2023. This increase was primarily attributed to a $0.8 million increase in real estate taxes and a $0.7 million increase in insurance premiums compared to the prior period.

Ground lease expense

Ground lease expense increased $0.1 million, or 6.8%, and $0.1 million, or 8.6%, to $0.8 million and $1.6 million for the three and six months ended June 30, 2024 from $0.8 million and $1.5 million for the three and six months ended June 30, 2023. The increase was primarily attributable to an increase in percentage rent in 2024, which is based on revenues at certain hotels with ground leases, compared to the prior period.

General and administrative expenses

General and administrative expenses increased $0.4 million, or 3.7%, and $1.8 million, or 9.8%, to $10.3 million and $20.6 million for the three and six months ended June 30, 2024 from $10.0 million and $18.8 million for the three and six months ended June 30, 2023. The increase is primarily due an increase in stock compensation expense resulting from the acceleration of expense recognition for awards granted to participants that have met or will meet retirement eligibility requirements prior to the applicable vesting dates.

Gain on business interruption insurance

Gain on business interruption insurance was $0.7 million for the six months ended June 30, 2024, which was attributed to insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire which occurred in 2023.

Other operating expenses

Other operating expenses remained flat at $0.4 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily due to a net reduction in franchise tax expense which was partially offset by the recognition of pre-opening costs.

Other operating expense increased $0.6 million, or 97.9%, to $1.2 million for the six months ended June 30, 2024 from $0.6 million for the six months ended June 30, 2023. This increase was primarily attributed to the recognition of pre-opening costs.

Impairment and other losses

For the three and six months ended June 30, 2024, the Company expensed $0.1 million and $0.4 million, respectively, of repair and cleanup costs related to casualty losses sustained at certain properties.

Non-Operating Income and Expenses

Non-operating income and expenses consist of the following (in thousands):


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		2023		Change		% Change		2024		2023		Change		% Change
Non-operating income and expenses:

Other income	$	1,945	$	2,897	$	(952)	(32.9)	%	$	4,372	$	4,181	$	191	4.6	%
Interest expense	(20,245)		(21,650)		1,405		6.5	%	(40,603)		(43,784)		3,181		7.3	%
Loss on extinguishment of debt	—		(29)		29		100.0	%	—		(1,169)		1,169		100.0	%
Income tax (expense) benefit	4,146		(1,803)		5,949		330.0	%	3,418		(7,021)		10,439		148.7	%

Other income

Other income decreased $1.0 million, or 32.9%, to $1.9 million for the three months ended June 30, 2024 from $2.9 million for the three months ended June 30, 2023. This decrease was primarily attributed to a decrease in interest income of $0.9 million primarily due to lower cash balances during the respective periods as well as the recognition of a gain on insurance recovery of $0.5 million during the second quarter of 2023 associated with a casualty loss at one property. These decreases were partially offset by the recognition of a $0.4 million gain on insurance recovery related casualty losses sustained at certain properties.

Other income increased $0.2 million, or 4.6%, to $4.4 million for the six months ended June 30, 2024 from $4.2 million for the six months ended June 30, 2023. The increase is primarily attributed to the recognition of a $1.4 million gain on insurance recovery related to casualty losses at certain properties. Additionally, during the six months ended June 30, 2023, $1.6 million of loan costs were expensed in connection with the refinancing of the prior corporate credit facility. These increases were partially offset by a decrease in interest income of $1.5 million primarily due to lower cash balances during the respective periods as well as the recognition of a gain on insurance recovery of $0.5 million during the six months ended June 30, 2023 associated with a casualty loss at one property.

Interest expense

Interest expense decreased $1.4 million, or 6.5%, and $3.2 million, or 7.3%, to $20.2 million and $40.6 million for the three and six months ended June 30, 2024 from $21.7 million and $43.8 million for the three and six months ended June 30, 2023. The decreases were primarily due to the impact of interest rate swaps entered into during the second quarter of 2023, reduced interest expense related to the repurchase and retirement of $35.3 million aggregate principal of 6.375% 2020 Senior Notes due 2025 during 2023 and capitalized interest of $0.9 million and $1.5 million during the three and six months ended June 30, 2024. These decreases were partially offset by an increase attributed to rising interest rates on variable debt and higher average outstanding term loan debt.

Loss on extinguishment of debt

The loss on extinguishment of debt of $1.2 million for the six months ended June 30, 2023 was primarily attributable to the write-off of certain unamortized debt issuance costs associated with the prior revolving credit facility, which was refinanced with the revolving line of credit in January 2023, as well as the early repayments of the corporate credit facility term loan that was due to mature in September 2024 and one mortgage loan.

Income tax (expense) benefit

Income tax benefit increased $5.9 million, or 330.0%, and $10.4 million, or 148.7%, to $4.1 million and $3.4 million for the three and six months ended June 30, 2024 from income tax expense of $1.8 million and $7.0 million for the three and six months ended June 30, 2023. The increase from prior year is primarily attributable to a $5.0 million tax benefit associated with the release of the valuation allowance related to certain state net operating loss carryforwards, lower projected taxable income when compared to the prior periods and the use of federal and state net operating loss carryforwards.

Liquidity and Capital Resources

We expect to meet our short-term liquidity requirements from cash on hand, cash flow from hotel operations, use of our unencumbered asset base, asset dispositions, borrowings under our revolving line of credit, and proceeds from various capital market transactions, including issuances of debt and equity securities. The objectives of our cash management policy are to maintain the availability of liquidity and minimize operational costs.

On a long-term basis, our objectives are to maximize revenue and profits generated by our existing properties and acquired hotels, to further enhance the value of our portfolio and produce an attractive current yield, as well as to generate sustainable and predictable cash flow from our operations to distribute to our common stock and unit holders. To the extent we are able to successfully improve the performance of our portfolio, we believe this will result in increased operating cash flows. Additionally, we may meet our long-term liquidity requirements through additional borrowings, the issuance of equity and debt securities, which may not be available on advantageous terms or at all, and/or proceeds from the sales of hotels.

Liquidity

As of June 30, 2024, we had $143.6 million of consolidated cash and cash equivalents and $61.5 million of restricted cash and escrows. The restricted cash as of June 30, 2024 primarily consisted of $55.9 million related to FF&E reserves as required per the terms of our management and franchise agreements, $3.7 million in deposits made for capital projects and cash held in mortgage escrows of $1.8 million for real estate taxes and replacement reserves.

As of June 30, 2024, there was no outstanding balance on our revolving line of credit and the full $450 million was available to be borrowed.

As of June 30, 2024, we had $200 million available for sale under the ATM Agreement.

We remain committed to increasing total shareholder returns through the following priorities: (1) maximize revenue and profits generated by our existing properties and acquired hotels, including the continued focused management of expenses, (2) further enhance the value of our portfolio and produce an attractive current yield and (3) generate sustainable and predictable cash flow from our operations to distribute to our common stock and unit holders. Future determinations regarding the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on then-existing conditions, including our results of operations, payout ratio, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements, maintaining our REIT status and other factors that our Board of Directors may deem relevant.

We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving line of credit, and access to the capital markets, including pursuant to our ATM program, will be adequate to meet all of our funding requirements and capital deployment objectives both in the short-term and long-term.

Debt and Loan Covenants

As of June 30, 2024, our outstanding total debt was $1.4 billion and had a weighted-average interest rate of 5.50%.

Mortgage Loans

Our mortgage loan agreements require contributions to be made to FF&E reserves and the compliance with certain financial covenants.

Corporate Credit Facilities

The $450 million revolving line of credit matures in January 2027 and can be extended up to an additional year. The interest rate on the revolving line of credit is based on a pricing grid with a range of 145 to 275 basis points over the applicable Term SOFR rate as determined by the Company’s leverage ratio, subject to a 10-basis point credit spread adjustment and a zero basis point floor. The 2023 Term Loans mature in March 2026, can be extended up to an additional year and bear interest rates consistent with the pricing grid on the revolving line of credit.

Senior Notes

The indentures governing the Senior Notes contain customary covenants that limit our ability and, in certain circumstances, the ability of our subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indentures.

From time to time, we will consider open market purchases or tenders of our Senior Notes or other public indebtedness when considered advantageous relative to other uses of capital.

Debt Covenants

As of June 30, 2024, we were in compliance with all debt covenants, current on all loan payments and not otherwise in default under the revolving line of credit, corporate credit facility term loans, mortgage loans or Senior Notes.

Derivatives

As of June 30, 2024, we had six interest rate swaps with an aggregate notional amount of $280.0 million. These swaps fix the variable interest rate on one mortgage loan for a portion of the term and fix SOFR for a portion of the terms of the 2023 Term Loans. The 2023 Term Loans spread may vary, as it is determined by our leverage ratio.

Capital Markets

We maintain an ATM program pursuant to the ATM Agreement. In accordance with the terms of the ATM Agreement, the Company may from time to time offer and sell shares of its common stock having an aggregate gross offering price of up to $200 million. No shares were sold under the ATM Agreement during the three and six months ended June 30, 2024. As of June 30, 2024, we had $200 million available for sale under the ATM Agreement.

The Board of Directors has authorized a stock repurchase program pursuant to which we are authorized to repurchase our common stock, par value $0.01 per share, in the open market, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans (the "Repurchase Program"). Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The Repurchase Program does not have an expiration date. This Repurchase Program may be suspended or discontinued at any time and does not obligate us to acquire any particular amount of shares.

During the six months ended June 30, 2024, 468,107 shares were repurchased under the Repurchase Program, at a weighted-average price of $13.51 per share for an aggregate purchase price of $6.3 million. During the six months ended June 30, 2023, 4,445,708 shares were repurchased under the Repurchase Program, at a weighted-average price of $13.20 per share for an aggregate purchase price of $58.7 million. As of June 30, 2024, we had approximately $127.4 million remaining under our share repurchase authorization.

Capital Expenditures and Reserve Funds

We maintain each of our properties in good repair and condition and in conformity with applicable laws and regulations, franchise agreements and management agreements. Routine capital expenditures are administered by the property management

companies. However, we have approval rights over the capital expenditures as part of the annual budget process for each of our properties. From time to time, certain of our hotels may be undergoing renovations as a result of our decision to upgrade portions of the hotels, such as guest rooms, public space, meeting space and/or restaurants, in order to better compete with other hotels in our markets. In addition, upon the acquisition of a hotel we often are required to complete a property improvement plan in order to bring the hotel into compliance with the respective brand standards. If permitted by the terms of the management agreement, funding for a renovation will first come from the FF&E reserves. We are obligated to maintain reserve funds with respect to certain agreements with our hotel management companies, franchisors and lenders to provide funds, generally 3% to 5% of hotel revenues, sufficient to cover the cost of certain capital improvements to the hotels and to periodically replace and update furniture, fixtures and equipment. Most of the agreements require that we reserve this cash in separate accounts. To the extent that the FF&E reserves are not available or adequate to cover the cost of the renovation, we may fund a portion of the renovation with cash on hand, borrowings from our revolving line of credit and/or other sources of available liquidity. We have been and will continue to be prudent with respect to our capital spending, taking into account our cash flows from operations.

As of June 30, 2024 and December 31, 2023, we had a total of $55.9 million and $49.7 million, respectively, of FF&E reserves. During the three and six months ended June 30, 2024, we made total capital expenditures of $35.8 million and $69.3 million, respectively, and during the three and six months ended June 30, 2023, we made total capital expenditures of $22.4 million and $34.0 million, respectively.

Off-Balance Sheet Arrangements

As of June 30, 2024, we had various contracts outstanding with third-parties in connection with the renovation of certain of our hotel properties. The remaining commitments under these contracts as of June 30, 2024 totaled $70.2 million.

Sources and Uses of Cash

Our principal sources of cash are cash flows from operations, borrowings under debt financings including draws on our revolving line of credit and from various types of equity offerings or the sale of our hotels. Our principal uses of cash are asset acquisitions, capital investments, routine debt service and debt repayments, operating costs, corporate expenses and dividends. We may also elect to use cash to buy back our common stock in the future under the Repurchase Program.

Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023

The table below presents summary cash flow information for the condensed consolidated statements of cash flows (in thousands):


	Six Months Ended June 30,
	2024		2023
Net cash provided by operating activities	$	81,939	$	100,673
Net cash used in investing activities	(68,014)		(32,222)
Net cash used in financing activities	(31,898)		(118,049)
Net decrease in cash and cash equivalents and restricted cash	$	(17,973)	$	(49,598)
Cash and cash equivalents and restricted cash, at beginning of period	223,075		365,910
Cash and cash equivalents and restricted cash, at end of period	$	205,102	$	316,312

Operating

•Cash provided by operating activities was $81.9 million and $100.7 million for the six months ended June 30, 2024 and 2023, respectively. Cash flows from operating activities generally consist of the net cash generated by our hotel operations, partially offset by the cash paid for interest, corporate expenses and other working capital changes. Our cash flows from operating activities may also be affected by changes in our portfolio resulting from hotel acquisitions, dispositions or from disruption and subsequent improvements resulting from renovations. The net decrease to cash provided by operating activities during the six months ended June 30, 2024 was primarily due to the timing of working capital transactions. Refer to the "Results of Operations" section for further discussion of our operating results for the three and six months ended June 30, 2024 and 2023.

Investing

•Cash used in investing activities was $68.0 million and $32.2 million for the six months ended June 30, 2024 and 2023, respectively. Cash used in investing activities for the six months ended June 30, 2024 was attributed to $69.3 million in capital improvements at our hotel properties, which was partially offset by $1.1 million of proceeds from

property insurance and $0.2 million of performance guaranty payments received that were recorded as a reduction in the respective hotel's cost basis. Cash used in investing activities for the six months ended June 30, 2023 was attributed to $34.0 million in capital improvements at our hotel properties, which was partially offset by $1.2 million of performance guaranty payments received that were recorded as a reduction in the respective hotel's cost basis and $0.5 million of proceeds from property insurance.

Financing

•Cash used in financing activities was $31.9 million and $118.0 million for the six months ended June 30, 2024 and 2023, respectively. Cash used in financing activities for the six months ended June 30, 2024 was attributed (i) to the payment of $22.9 million in dividends, (ii) the repurchase of common stock totaling $6.3 million, (iii) principal payments of mortgage debt totaling $1.7 million, (iv) the redemption of Operating Partnership Units for cash of $0.7 million and (v) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.4 million. Cash used in financing activities for the six months ended June 30, 2023 was attributed to (i) the repayment of the existing corporate credit facility term loan maturing in 2024 totaling $125.0 million, (ii) the repayment of mortgage debt totaling $99.5 million, (iii) the repurchase of common stock totaling $58.7 million, (iv) the expenditure of $29.7 million for the repurchase and retirement of $30.0 million aggregate principal of 2020 Senior Notes, (v) the payment of $22.8 million in dividends, (vi) payment of loan fees and issuance costs of $5.6 million, (vii) principal payments of mortgage debt totaling $1.7 million and (viii) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.6 million, which was partially offset (y) by proceeds from the 2023 Term Loans totaling $225.0 million and (z) proceeds from the amendment of one mortgage loan of $0.4 million.

Non-GAAP Financial Measures

We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our operating performance: EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss, operating profit, cash from operations, or any other operating performance measure as prescribed per GAAP.

EBITDA, EBITDAre and Adjusted EBITDAre

EBITDA is a commonly used measure of performance in many industries and is defined as net income or loss (calculated in accordance with GAAP) excluding interest expense, provision for income taxes (including income taxes applicable to sale of assets) and depreciation and amortization. We consider EBITDA useful to an investor regarding our results of operations, in evaluating and facilitating comparisons of our operating performance between periods and between REITs by removing the impact of our capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from our operating results, even though EBITDA does not represent an amount that accrues directly to common stockholders. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and dispositions and along with FFO and Adjusted FFO is used by management in the annual budget process for compensation programs.

We then calculate EBITDAre in accordance with standards established by the National Association of Real Estate Investment Trusts ("Nareit"). Nareit defines EBITDAre as EBITDA plus or minus losses and gains on the disposition of depreciated property, including gains or losses on change of control, plus 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 adjustments to reflect the entity's share of EBITDAre of unconsolidated affiliates.

We further adjust EBITDAre to exclude the impact of non-controlling interests in consolidated entities other than our Operating Partnership Units because our Operating Partnership Units may be redeemed for common stock. We believe it is meaningful for the investor to understand Adjusted EBITDAre attributable to all common stock and Operating Partnership unit holders. We also adjust EBITDAre for certain additional items such as depreciation and amortization related to corporate assets, terminated transaction and pre-opening expenses, amortization of share-based compensation, non-cash ground rent and straight-line rent expense, the cumulative effect of changes in accounting principles, and other costs we believe do not represent recurring operations and are not indicative of the performance of our underlying hotel property entities. We believe Adjusted EBITDAre attributable to common stock and unit holders provides investors with another financial measure in evaluating and facilitating comparison of operating performance between periods and between REITs that report similar measures.

FFO and Adjusted FFO

We calculate FFO in accordance with standards established by Nareit, as amended in the 2018 Restatement White Paper, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains or losses from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships and consolidated variable interest entities, and items classified

by GAAP as extraordinary. 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. We believe that the presentation of FFO provides useful supplemental information to investors regarding our operating performance by excluding the effect of real estate depreciation and amortization, gains or losses from sales for real estate, impairments of real estate assets, extraordinary items and the portion of these items related to unconsolidated entities, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance. We believe that the presentation of FFO can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common stockholders. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the Nareit definition of FFO or do not calculate FFO per diluted share in accordance with Nareit guidance. Additionally, FFO may not be helpful when comparing us to non-REITs. We present FFO attributable to common stock and unit holders, which includes our Operating Partnership Units because our Operating Partnership Units may be redeemed for common stock. We believe it is meaningful for the investor to understand FFO attributable to all common stock and unit holders.

We further adjust FFO for certain additional items that are not in Nareit’s definition of FFO such as terminated transaction and pre-opening expenses, amortization of debt origination costs and share-based compensation, non-cash ground rent and straight-line rent expense, operating results from properties that are sold and other items we believe do not represent recurring operations. We believe that Adjusted FFO provides investors with useful supplemental information that may facilitate comparisons of ongoing operating performance between periods and between REITs that make similar adjustments to FFO and is beneficial to investors’ complete understanding of our operating performance.

The following is a reconciliation of net income to EBITDA, EBITDAre and Adjusted EBITDAre attributable to common stock and unit holders for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	16,113	$	14,412	$	25,080	$	20,965
Adjustments:
Interest expense	20,245		21,650		40,603		43,784
Income tax (expense) benefit	(4,146)		1,803		(3,418)		7,021
Depreciation and amortization	31,823		33,490		63,787		67,231
EBITDA and EBITDAre	$	64,035	$	71,355	$	126,052	$	139,001




Reconciliation to Adjusted EBITDAre
Depreciation and amortization related to corporate assets	$	(83)	$	(103)	$	(163)	$	(176)
Gain on insurance recoveries(1)	(437)		(535)		(1,447)		(535)
Loss on extinguishment of debt	—		29		—		1,169

Amortization of share-based compensation expense	4,675		3,968		8,572		6,559
Non-cash ground rent and straight-line rent expense	(129)		(46)		(267)		(50)



Other non-recurring expenses(2)	356		—		921		—
Adjusted EBITDAre attributable to common stock and unit holders	$	68,417	$	74,668	$	133,668	$	145,968

(1) During the three and six months ended June 30, 2024, the Company recorded $0.4 million and $1.4 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. During the three and six months ended June 30, 2023, the Company recorded $0.5 million of insurance proceeds in excess of recognized losses related to a casualty loss sustained at one property. These amounts are included in other income on the condensed consolidated statement of operations and comprehensive income for the periods then ended.

(2) During the three months ended June 30, 2024, the Company recognized $0.3 million of pre-opening expenses and $0.1 million of repair and clean up costs related to damage sustained at one property. During the six months ended June 30, 2024, the Company recognized $0.6 million of pre-opening expenses and $0.3 million of repair and cleanup costs related to damage sustained at one property.

The following is a reconciliation of net income to FFO and Adjusted FFO attributable to common stock and unit holders for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	16,113	$	14,412	$	25,080	$	20,965
Adjustments:
Depreciation and amortization related to investment properties	31,740		33,387		63,624		67,055




FFO attributable to common stock and unit holders	$	47,853	$	47,799	$	88,704	$	88,020

Reconciliation to Adjusted FFO
Gain on insurance recoveries(1)	$	(437)	$	(535)	$	(1,447)	$	(535)
Loss on extinguishment of debt	—		29		—		1,169

Loan related costs, net of adjustment related to non-controlling interests(2)	1,382		1,013		2,715		2,295
Amortization of share-based compensation expense	4,675		3,968		8,572		6,559
Non-cash ground rent and straight-line rent expense	(129)		(46)		(267)		(50)

Other non-recurring expenses(3)	356		—		921		—
Adjusted FFO attributable to common stock and unit holders	$	53,700	$	52,228	$	99,198	$	97,458

(2) Loan related costs included amortization of debt premiums, discounts and deferred loan origination costs.

(3) During the three months ended June 30, 2024, the Company recognized $0.3 million of pre-opening expenses and $0.1 million of repair and clean up costs related to damage sustained at one property. During the six months ended June 30, 2024, the Company recognized $0.6 million of pre-opening expenses and $0.3 million of repair and cleanup costs related to damage sustained at one property.

Use and Limitations of Non-GAAP Financial Measures

EBITDA, EBITDAre, Adjusted EBITDAre, FFO, and Adjusted FFO do not represent cash generated from operating activities under GAAP and should not be considered as alternatives to net income or loss, operating profit, cash flows from operations or any other operating performance measure prescribed by GAAP. Although we present and use EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO because we believe they are useful to investors in evaluating and facilitating comparisons of our operating performance between periods and between REITs that report similar measures, the use of these non-GAAP measures has certain limitations as analytical tools. These non-GAAP financial measures are not measures of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to fund capital expenditures, contractual commitments, working capital, service debt or make cash distributions. These measurements do not reflect cash expenditures for long-term assets and other items that we have incurred and will incur. These non-GAAP financial measures may include funds that may not be available for management's discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions, and other commitments and uncertainties. These non-GAAP financial measures as presented may not be comparable to non-GAAP financial measures as calculated by other real estate companies.

We compensate for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our reconciliations to the most comparable GAAP financial measures, and our condensed consolidated statements of operations and comprehensive income, include interest expense, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported

amounts of revenues and expenses during the reporting period. Actual amounts may differ significantly from these estimates and assumptions. We evaluate our estimates, assumptions and judgments to confirm that they are reasonable and appropriate on an ongoing basis, based on information that is then available to us as well as our experience relating to various matters. 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, 2023 and Note 2 in the accompanying condensed consolidated financial statements included herein.

Seasonality

Demand in the lodging industry is affected by recurring seasonal patterns, which are greatly influenced by overall economic cycles, the geographic locations of the hotels and the customer mix at the hotels.

Subsequent Events

New Accounting Pronouncements Not Yet Implemented

See Note 2 in the accompanying condensed consolidated financial statements included herein for additional information related to recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk associated with changes in interest rates both in terms of variable rate debt and the price of new fixed rate debt upon maturity of existing debt and for acquisitions. Our exposure to market risk has not materially changed from what we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. As of June 30, 2024 and December 31, 2023, all of our variable rate debt was fixed by interest rate swaps and, as a result, an increase or decrease of 1% in market interest rates would not have an impact on our interest expense, future earnings or cash flows through the date of the earliest maturity of our interest rate hedges, which is mid-February 2025.

With regard to our variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both of our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.

We monitor interest rate risk using a variety of techniques, including periodically evaluating fixed interest rate quotes on variable rate debt and the costs associated with converting the debt to fixed rate debt. Also, existing fixed and variable rate loans that are scheduled to mature in the near term are evaluated for possible early refinancing or extension due to consideration given to current interest rates. We have taken significant steps in reducing our variable rate debt exposure by paying off property-level mortgage debt subject to floating rates and entering into various interest rate swap agreements to hedge interest rate risk. Refer to Note 5 in the accompanying condensed consolidated financial statements included herein, for our mortgage debt principal amounts and weighted-average interest rates by year and expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes.

We may continue to use derivative instruments to hedge exposure to changes in interest rates on loans secured by our properties. To the extent we do, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties' financial condition, including their credit ratings, and entering into agreements with counterparties based on established credit limit policies. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

The following table provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations outstanding as of June 30, 2024, the following table presents principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands):


	2024		2025		2026		2027		2028		Thereafter		Total		Fair Value
Maturing debt(1):
Fixed rate debt(2)	$	1,696	$	469,178	$	55,381	$	101,386	$	—	$	500,000	$	1,127,641	$	1,098,438
Variable rate debt	—		—		225,000		1,002		52,078		—		278,080		274,497

Total	$	1,696	$	469,178	$	280,381	$	102,388	$	52,078	$	500,000	$	1,405,721	$	1,372,935
Weighted-average interest rate on debt:
Fixed rate debt(2)	4.59%		6.36%		4.56%		4.63%		—%		4.88%		5.45%		5.83%
Variable rate debt	—%		—%		5.65%		5.72%		5.72%		—%		5.66%		7.73%

(1) The debt maturity excludes net mortgage loan discounts, premiums and unamortized deferred loan costs. See Item 7A of our most recent Annual Report on Form 10-K and Note 5 in the accompanying condensed consolidated financial statements included herein.

(2) Includes all fixed rate debt and all variable rate debt that was swapped to fixed rates as of June 30, 2024.

Item 4. Controls and Procedures

Disclosure Controls and Procedures. As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, our management, including our principal executive officer and our principal financial officer evaluated, as of the end of the period covered by this quarterly report, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and Rule 15d-15(e) of the Exchange Act. Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures, as of the end of the period covered by this quarterly report, were effective at a reasonable assurance level for the purpose of ensuring that information required to be disclosed by us in this quarterly report is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including our principal executive officer and our principal financial officer as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting. There has been no change in the Company's internal control over financial reporting during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, related to our ownership of hotel properties. Most occurrences involving liability are covered by insurance with solvent insurance carriers. We recognize a liability when we believe a loss is probable and reasonably estimable. We currently believe that the ultimate outcome of any such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our consolidated financial position, results of operations or liquidity.

Item 1A. Risk Factors

None.

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

None.

Issuer Purchases of Equity Securities

The following table sets forth information regarding the Company's purchases of shares of its common stock pursuant to its Repurchase Program during the period ended June 30, 2024:


Period	Total Number of Shares Purchased	Weighted- Average Price Paid Per Share		Total Numbers of Shares Purchased as Part of Publicly Announced Plans	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Program (in thousands)
January 1 to January 31, 2024	463,707	$	13.51	463,707	$	127,471
February 1 to February 29, 2024	4,400	$	13.78	4,400	$	127,410
March 1 to March 31, 2024	—	$	—	—	$	127,410
April 1 to April 30, 2024	—	$	—	—	$	127,410
May 1 to May 31, 2024	—	$	—	—	$	127,410
June 1 to June 30, 2024	—	$	—	—	$	127,410



Total	468,107	$	13.51	468,107

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended June 30, 2024, there were no adoptions, modifications, or terminations by directors or officers of Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, each as defined in Item 408 of Regulation S-K.

Item 6. Exhibits


Exhibit Number						Exhibit Description

3.1						Articles of Restatement of Xenia Hotels & Resorts, Inc., as filed on November 10, 2015 with the Maryland Department of Assessments and Taxation (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36594) filed on November 12, 2015)

3.2						Articles Supplementary of Xenia Hotels and Resorts, Inc., as filed on November 10, 2015 with the Maryland Department of Assessments and Taxation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36594) filed on November 12, 2015)

3.3						Articles Supplementary of Xenia Hotels and Resorts, Inc., as filed on March 15, 2017 with the Maryland Department of Assessments and Taxation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36594) filed on March 15, 2017)

3.4						Articles of Amendment of Xenia Hotels and Resorts, Inc., as filed on May 22, 2018 with the Maryland Department of Assessments and Taxation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36594) filed on May 23, 2018)

3.5						Articles Supplementary of Xenia Hotels and Resorts, Inc., as filed on May 22, 2018 with the Maryland Department of Assessments and Taxation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-36594) filed on May 23, 2018)

3.6						Third Amended and Restated Bylaws of Xenia Hotels & Resorts, Inc. (incorporated by reference to Exhibit 3.6 to the Company's Quarterly Report on Form 10-Q (File No. 001-36594) filed on November 2, 2022)























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

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

32.1*						Certification of Chief Executive Officer and Chief Financial Officer 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.

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

SIGNATURES

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


			Xenia Hotels & Resorts, Inc.

			August 2, 2024


			/s/ MARCEL VERBAAS
			Marcel Verbaas
			Chair and Chief Executive Officer
			(Principal Executive Officer)


			/s/ ATISH SHAH
			Atish Shah
			Executive Vice President, Chief Financial Officer and Treasurer
			(Principal Financial Officer)


			/s/ JOSEPH T. JOHNSON
			Joseph T. Johnson
			Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

Exhibit 31.1

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

I, Marcel Verbaas, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Xenia Hotels & Resorts, Inc.;

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 directors (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: August 2, 2024


/s/ MARCEL VERBAAS
Marcel Verbaas
Chair and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

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

I, Atish Shah, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Xenia Hotels & Resorts, Inc.;

(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: August 2, 2024


/s/ ATISH SHAH
Atish Shah
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

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 Xenia Hotels & Resorts, Inc. (“XHR”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of XHR certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officers' knowledge:

(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 XHR.

Date: August 2, 2024



/s/ MARCEL VERBAAS
Marcel Verbaas
Chair and Chief Executive Officer (Principal Executive Officer)

/s/ ATISH SHAH
Atish Shah
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to XHR and will be retained by XHR and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of the Report or on a separate disclosure document.

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 01, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-36594
Entity Registrant Name	Xenia Hotels & Resorts, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	20-0141677
Entity Address, Address Line One	200 S. Orange Avenue
Entity Address, Address Line Two	Suite 2700
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32801
City Area Code	407
Local Phone Number	246-8100
Title of 12(b) Security	Common Stock
Trading Symbol	XHR
Security Exchange Name	NYSE
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		101,963,677
Entity Central Index Key	0001616000
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Investment properties:
Land	$ 455,907	$ 460,307
Buildings and other improvements	3,128,031	3,097,711
Total	3,583,938	3,558,018
Less: accumulated depreciation	(1,012,425)	(963,052)
Net investment properties	2,571,513	2,594,966
Cash and cash equivalents	143,612	164,725
Restricted cash and escrows	61,490	58,350
Accounts and rents receivable, net of allowance for doubtful accounts	34,661	32,432
Intangible assets, net of accumulated amortization of $269 and $241, respectively	4,870	4,898
Deferred tax assets (Note 8)	5,041	0
Other assets	57,516	46,856
Assets held for sale (Note 4)	28,034	0
Total assets	2,906,737	2,902,227
Liabilities:
Debt, net of loan premiums, discounts and unamortized deferred financing costs (Note 5)	1,395,324	1,394,906
Accounts payable and accrued expenses	106,016	102,389
Distributions payable	12,607	10,788
Other liabilities	71,764	76,647
Liabilities associated with assets held for sale (Note 4)	1,034	0
Total liabilities	1,586,745	1,584,730
Commitments and Contingencies (Note 12)
Stockholders' equity:
Common stock, $0.01 par value, 500,000,000 shares authorized, 101,963,677 and 102,372,589 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	1,020	1,024
Additional paid in capital	1,929,304	1,934,775
Accumulated other comprehensive income	3,068	2,439
Accumulated distributions in excess of net earnings	(647,658)	(647,246)
Total Company stockholders' equity	1,285,734	1,290,992
Non-controlling interests	34,258	26,505
Total equity	1,319,992	1,317,497
Total liabilities and equity	$ 2,906,737	$ 2,902,227

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Intangible assets, accumulated amortization	$ 269	$ 241
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	101,963,677	102,372,589
Common stock, outstanding (in shares)	101,963,677	102,372,589

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues:
Revenues	$ 272,904	$ 271,066	$ 540,392	$ 540,039
Expenses:
Total hotel operating expenses	185,819	178,637	368,845	357,913
Depreciation and amortization	31,823	33,490	63,787	67,231
Real estate taxes, personal property taxes and insurance	13,340	12,808	26,833	25,278
Ground lease expense	837	784	1,623	1,494
General and administrative expenses	10,341	9,972	20,599	18,755
Gain on business interruption insurance	0	0	(745)	0
Other operating expenses	377	378	1,207	610
Impairment and other losses	100	0	350	0
Total expenses	242,637	236,069	482,499	471,281
Operating income	30,267	34,997	57,893	68,758
Other income	1,945	2,897	4,372	4,181
Interest expense	(20,245)	(21,650)	(40,603)	(43,784)
Loss on extinguishment of debt	0	(29)	0	(1,169)
Net income before income taxes	11,967	16,215	21,662	27,986
Income tax (expense) benefit	4,146	(1,803)	3,418	(7,021)
Net income	16,113	14,412	25,080	20,965
Net income attributable to non-controlling interests (Note 1)	(775)	(620)	(1,208)	(893)
Net income attributable to common stockholders	$ 15,338	$ 13,792	$ 23,872	$ 20,072
Basic and diluted income per share:
Net income per share available to common stockholders - basic (in dollars per share)	$ 0.15	$ 0.12	$ 0.23	$ 0.18
Net income per share available to common stockholders - diluted (in dollars per share)	$ 0.15	$ 0.12	$ 0.23	$ 0.18
Weighted-average number of common shares (basic) (in shares)	101,963,677	109,304,694	101,961,559	110,535,092
Weighted-average number of common shares (diluted) (in shares)	102,348,982	109,511,862	102,357,116	110,768,602
Comprehensive income:
Net income	$ 16,113	$ 14,412	$ 25,080	$ 20,965
Other comprehensive income:
Unrealized gain on interest rate derivative instruments	694	5,906	2,953	5,906
Reclassification adjustment for amounts recognized in net income (interest expense)	(1,128)	(460)	(2,260)	(460)
Comprehensive (loss) income including portion attributable to noncontrolling interest	15,679	19,858	25,773	26,411
Comprehensive income attributable to non-controlling interests (Note 1)	(754)	(849)	(1,272)	(1,122)
Comprehensive income attributable to the Company	14,925	19,009	24,501	25,289
Rooms
Revenues:
Revenues	160,786	157,942	313,910	311,587
Expenses:
Expenses	39,028	37,153	77,221	73,356
Food and Beverage
Revenues:
Revenues	89,080	92,033	181,853	188,157
Expenses:
Expenses	60,634	59,989	121,114	120,676
Other revenues
Revenues:
Revenues	23,038	21,091	44,629	40,295
Other direct expenses
Expenses:
Other expenses	6,757	6,014	12,844	11,712
Other indirect expenses
Expenses:
Other expenses	69,749	66,255	137,382	132,754
Management and franchise fees
Expenses:
Expenses	$ 9,651	$ 9,226	$ 20,284	$ 19,415

Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Common Stock	Additional paid in capital	Accumulated other comprehensive income	Distributions in excess of retained earnings	Non-controlling interests of Operating Partnership
Beginning balance (in shares) at Dec. 31, 2022		112,519,672
Beginning balance at Dec. 31, 2022	$ 1,460,008	$ 1,126	$ 2,063,273	$ 0	$ (623,216)	$ 18,825
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 20,965				20,072	893
Repurchase of common shares, net (in shares)	(4,445,708)	(4,445,708)
Repurchase of common shares, net	$ (58,694)	$ (44)	(58,650)
Dividends, common share / units	(22,433)				(21,974)	(459)
Share-based compensation (in shares)		65,247
Share-based compensation	6,737		900			5,837
Shares redeemed to satisfy tax withholding on vested share based compensation (in shares)		(17,613)
Shares redeemed to satisfy tax withholding on vested share-based compensation	(258)		(258)
Unrealized gain on interest rate derivative instruments	5,906			5,658		248
Reclassification adjustment for amounts recognized in net income	(460)			(441)		(19)
Ending balance (in shares) at Jun. 30, 2023		108,121,598
Ending balance at Jun. 30, 2023	1,411,771	$ 1,082	2,005,265	5,217	(625,118)	25,325
Beginning balance (in shares) at Mar. 31, 2023		110,661,486
Beginning balance at Mar. 31, 2023	1,430,872	$ 1,107	2,036,707	0	(628,060)	21,118
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	14,412				13,792	620
Repurchase of common shares, net (in shares)		(2,539,888)
Repurchase of common shares, net	(31,948)	$ (25)	(31,923)
Dividends, common share / units	(11,081)				(10,850)	(231)
Share-based compensation (in shares)		0
Share-based compensation	4,070		481			3,589
Unrealized gain on interest rate derivative instruments	5,906			5,658		248
Reclassification adjustment for amounts recognized in net income	(460)			(441)		(19)
Ending balance (in shares) at Jun. 30, 2023		108,121,598
Ending balance at Jun. 30, 2023	$ 1,411,771	$ 1,082	2,005,265	5,217	(625,118)	25,325
Beginning balance (in shares) at Dec. 31, 2023	102,372,589	102,372,589
Beginning balance at Dec. 31, 2023	$ 1,317,497	$ 1,024	1,934,775	2,439	(647,246)	26,505
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 25,080				23,872	1,208
Repurchase of common shares, net (in shares)	(468,107)	(468,107)
Repurchase of common shares, net	$ (6,324)	$ (5)	(6,319)
Dividends, common share / units	(24,826)				(24,284)	(542)
Share-based compensation (in shares)		80,837
Share-based compensation	8,861	$ 1	1,182			7,678
Shares redeemed to satisfy tax withholding on vested share based compensation (in shares)		(21,642)
Shares redeemed to satisfy tax withholding on vested share-based compensation	(334)		(334)
Redemption of Operating Partnership Units (in shares)		0
Redemption of Operating Partnership Units	(655)	$ 0	0			(655)
Unrealized gain on interest rate derivative instruments	2,953			2,781		172
Reclassification adjustment for amounts recognized in net income	$ (2,260)			(2,152)		(108)
Ending balance (in shares) at Jun. 30, 2024	101,963,677	101,963,677
Ending balance at Jun. 30, 2024	$ 1,319,992	$ 1,020	1,929,304	3,068	(647,658)	34,258
Beginning balance (in shares) at Mar. 31, 2024		101,963,677
Beginning balance at Mar. 31, 2024	1,312,039	$ 1,020	1,928,667	3,481	(650,702)	29,573
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	16,113				15,338	775
Dividends, common share / units	(12,566)				(12,294)	(272)
Share-based compensation (in shares)		0
Share-based compensation	4,840	$ 0	637			4,203
Unrealized gain on interest rate derivative instruments	694			661		33
Reclassification adjustment for amounts recognized in net income	$ (1,128)			(1,074)		(54)
Ending balance (in shares) at Jun. 30, 2024	101,963,677	101,963,677
Ending balance at Jun. 30, 2024	$ 1,319,992	$ 1,020	$ 1,929,304	$ 3,068	$ (647,658)	$ 34,258

Condensed Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]
Dividends, common shares / units (in dollars per share)	$ 0.12	$ 0.12	$ 0.10	$ 0.24	$ 0.20

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income	$ 16,113	$ 14,412	$ 25,080	$ 20,965
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			63,733	67,124
Non-cash ground rent and amortization of other intangibles			54	107
Amortization of debt premiums, discounts, and financing costs			2,715	2,295
Loss on extinguishment of debt	0	29	0	1,169
Gain on insurance recoveries			(1,447)	(535)
Share-based compensation expense			8,572	6,559
Deferred interest expense			0	(1,296)
Changes in assets and liabilities:
Accounts and rents receivable			(2,372)	4,325
Other assets			(15,749)	988
Accounts payable and accrued expenses			1,955	(6,521)
Other liabilities			(602)	5,493
Net cash provided by operating activities			81,939	100,673
Cash flows from investing activities:
Capital expenditures			(69,267)	(33,996)
Proceeds from property insurance			1,102	535
Performance guaranty payments			151	1,239
Net cash used in investing activities			(68,014)	(32,222)
Cash flows from financing activities:
Proceeds from mortgage debt modification			0	440
Payoff of mortgage debt			0	(99,488)
Principal payments of mortgage debt			(1,659)	(1,686)
Proceeds from 2023 Term Loans			0	225,000
Principal payments on Corporate Credit Facility Term Loan			0	(125,000)
Repurchase of 2020 Senior Notes			0	(29,705)
Payment of loan fees and issuance costs			0	(5,554)
Payment of loan modification fees			0	(25)
Repurchase of common shares			(6,324)	(58,694)
Redemption of Operating Partnership Units			(655)	0
Dividends and dividend equivalents			(22,909)	(22,759)
Shares redeemed to satisfy tax withholding on vested share-based compensation			(351)	(578)
Net cash used in financing activities			(31,898)	(118,049)
Net decrease in cash and cash equivalents and restricted cash			(17,973)	(49,598)
Cash and cash equivalents and restricted cash, at beginning of period			223,075	365,910
Cash and cash equivalents and restricted cash, at end of period	205,102	316,312	205,102	316,312
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amount shown in the condensed consolidated statements of cash flows:
Cash and cash equivalents	143,612	255,291	143,612	255,291
Restricted cash	61,490	61,021	61,490	61,021
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	205,102	316,312	205,102	316,312
The following represent cash paid during the periods presented for the following:
Cash paid for interest, net of capitalized interest	39,622	43,968
Cash paid for taxes	1,716	3,745
Supplemental schedule of non-cash investing and financing activities:
Accrued capital expenditures	1,236	4,685
Distributions payable	$ 12,607	$ 11,101	$ 12,607	$ 11,101

Organization	6 Months Ended
Organization	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Xenia Hotels & Resorts, Inc. (the "Company" or "Xenia") is a Maryland corporation that invests in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States. Substantially all of the Company's assets are held by, and all the operations are conducted through, XHR LP (the "Operating Partnership"). XHR GP, Inc. is the sole general partner of XHR LP and is wholly-owned by the Company. As of June 30, 2024, the Company collectively owned 95.2% of the common limited partnership units issued by the Operating Partnership ("Operating Partnership Units"). The remaining 4.8% of the Operating Partnership Units are owned by the other limited partners comprised of certain of our executive officers and current or former members of our Board of Directors and includes vested and unvested long-term incentive plan ("LTIP") partnership units. LTIP partnership units may or may not vest based on the passage of time and whether certain market-based performance objectives are met. Xenia operates as a real estate investment trust ("REIT") for U.S. federal income tax purposes. To qualify as a REIT, the Company cannot operate or manage its hotels. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to XHR Holding, Inc. and its subsidiaries (collectively with its subsidiaries, "XHR Holding"), the Company's taxable REIT subsidiary ("TRS"), which engages third-party eligible independent contractors to manage the hotels. As of June 30, 2024 and 2023, the Company owned 32 lodging properties.

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies The unaudited interim condensed consolidated financial statements and related notes have been prepared on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. 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. The unaudited condensed consolidated financial statements include normal recurring adjustments, which management considers necessary for the fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income, condensed consolidated statements of changes in equity and condensed consolidated statements of cash flows for the periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, included in the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2024. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of actual operating results for the entire year. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and XHR Holding. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated. Use of Estimates The preparation of the condensed consolidated 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 future economic conditions. Actual results could differ from these estimates. Risks and Uncertainties For the six months ended June 30, 2024, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida and Houston, Texas markets that exceeded ten percent (10%) of total revenues for the period then ended. For the six months ended June 30, 2023, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida, Phoenix, Arizona and Houston, Texas markets that exceeded ten percent (10%) of total revenues for the period then ended. To the extent that there are adverse changes in these markets, or the industry sectors that operate in these markets, our business and operating results could be negatively impacted. Consolidation The Company evaluates its investments in partially owned entities to determine whether such entities may be a variable interest entity ("VIE") or voting interest entity. If the entity is a VIE, the determination of whether the Company is the primary beneficiary must then be made. The primary beneficiary determination is based on a qualitative assessment as to whether the entity has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company will consolidate a VIE if it is deemed to be the primary beneficiary. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary, or the entity is not a VIE and over which the Company does not have effective control but can exercise influence over the entity with respect to its operations and major decisions. The Operating Partnership is a VIE. The Company's significant asset is its investment in the Operating Partnership, as described in Note 1, and consequently, substantially all of the Company's assets and liabilities represent those assets and liabilities of the Operating Partnership. Cash and Cash Equivalents The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased, and similar accounts with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at various banks and other financial institutions. The combined account balances at banking institutions generally exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company monitors its concentration risk and reallocates funds among various institutions from time to time as determined appropriate based on perceived risks. Restricted Cash and Escrows Restricted cash primarily relates to furniture, fixtures and equipment replacement reserves ("FF&E reserves") as required per the terms of the Company's management and franchise agreements, cash held in restricted escrows for real estate taxes and insurance, capital spending reserves and, at times, disposition-related holdback escrows. Impairment Long-lived assets and intangibles The Company assesses the carrying values of the respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Events or circumstances that may cause a review include, but are not limited to, when (1) a hotel property experiences a significant decrease in the market price of the long-lived asset, (2) a hotel property experiences a current or projected loss from operations combined with a history of operating or cash flow losses, (3) it becomes more likely than not that a hotel property will be sold before the end of its useful life, (4) an accumulation of costs is significantly in excess of the amount originally expected for the acquisition, construction or renovation of a long-lived asset, (5) adverse changes in demand occur for lodging at a specific property due to declining national or local economic conditions and/or new hotel construction in markets where the hotel is located, (6) there is a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset, and/or (7) there is a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. If it is determined that the carrying value is not recoverable because the undiscounted cash flows do not exceed carrying value, the Company records an impairment charge to the extent that the carrying value exceeds fair value. For the three and six months ended June 30, 2024, the Company expensed $0.1 million and $0.4 million, respectively, of repair and clean up costs related to damage sustained at one property. These amounts are included in impairment and other losses on the condensed consolidated statement of operations and comprehensive income for the periods then ended. Insurance Recoveries Insurance proceeds received in excess of recognized losses are treated as gain and are not recorded until contingencies are resolved. During the three and six months ended June 30, 2024, the Company recorded $0.4 million and $1.4 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. For the three and six months ended June 30, 2023, the Company recorded $0.5 million of insurance proceeds in excess of recognized losses related to a casualty loss at one property. These amounts are included in other income on the condensed consolidated statement of operations and comprehensive income for the periods then ended. The Company may also be entitled to business interruption proceeds for losses occurring at certain properties; however, an insurance recovery receivable will not be recorded until a final settlement has been reached with the insurers. During the six months ended June 30, 2024, the Company recognized $0.7 million in business interruption insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire which occurred in 2023. This amount is included in gain on business interruption insurance on the condensed consolidated statement of operations and comprehensive income for the period then ended. Investment Properties Held for Sale In determining whether to classify an investment property as held for sale, the Company considers whether: (i) management has committed to a plan to sell the investment property; (ii) the investment property is available for immediate sale, in its present condition; (iii) the Company is actively marketing the investment property for sale at a price that is reasonable in relation to its fair value; (iv) the Company has initiated a program to locate a buyer; (v) the Company believes that the sale of the investment property is probable; (vi) the Company has received a significant non-refundable deposit for the purchase of the property; and (vii) the actions required for the Company to complete the plan indicate that it is unlikely that any significant changes will be made to the plan. If all of the above criteria are met, the Company classifies the investment property as held for sale. On the day that these criteria are met, the Company suspends depreciation and amortization on the investment properties held for sale. The investment properties, other assets and liabilities associated with those investment properties that are held for sale are classified separately on the condensed consolidated balance sheet for the most recent reporting period and are presented at the lesser of the carrying value or fair value, less costs to sell. Revenues Revenues consist of amounts derived from hotel operations, including the sale of rooms for lodging accommodations, food and beverage, and other ancillary revenue generated by hotel amenities including spa, parking, golf, resort fees and other services. Revenues are generated from various distribution channels including but not limited to direct bookings, global distribution systems and Internet travel sites. Room transaction prices are based on an individual hotel's location, room type and the bundle of services included in the reservation and are set by the hotel daily. Any discounts, including advanced purchase, loyalty point redemptions or promotions are recognized at the discounted rate whereas rebates and incentives are recorded as a reduction in rooms revenues when earned. Revenues from online channels are generally recognized net of commission fees, unless the end price paid by the guest is known. Rooms revenue is recognized over the length of stay that the hotel room is occupied by the guest. Cash received from a guest prior to check-in is recorded as an advance deposit and is generally recognized as rooms revenue at the time the room reservation has become non-cancellable, upon occupancy or upon expiration of the re-booking date. Advance deposits are included in other liabilities on the condensed consolidated balance sheets. Payment of any remaining balance is typically due from the guest upon check-out. Sales, use, occupancy, and similar taxes are collected and presented on a net basis (excluded from revenues). Food and beverage transaction prices are based on the stated price for the specific food or beverage and varies depending on type, venue and hotel location. Service charges are typically a percentage of food and beverage prices and meeting space rental. Food and beverage revenue is recognized at the point in time in which the goods and/or services are rendered to the guest. Cash received in advance of an event is recorded as either a security or advance deposit. Security and advance deposits are recognized as revenue when it becomes non-cancellable or at the time the food and beverage goods and services are rendered to the guest. Payment for the remaining balance of food and beverage goods and services is due upon delivery and completion of such goods and services. Parking and audio visual fees are recognized at the time services are provided to the guest. In parking and audio visual contracts in which we have control over the services provided, we are considered the principal in the agreement and recognize the related revenues gross of associated costs. If we do not have control over the services in the contract, we are considered the agent and record the related revenues net of associated costs. Resort and amenity fees, spa, golf and other ancillary amenity revenues are recognized at the point in time the goods or services have been rendered to the guest at the stated price for the service or amenity. Share-Based Compensation The Company maintains a share-based incentive plan that provides for the grant of stock options, stock awards, restricted stock units, LTIP units and other equity-based awards. Share-based compensation is measured at the estimated fair value of the award on the date of grant, adjusted for forfeitures as they occur, and are generally recognized as an expense on a straight-line basis over the longest vesting period for each grant for the entire award. An acceleration of expense recognition may occur in certain cases where the award recipient has met or will meet the retirement eligibility requirements prior to the applicable vesting date. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's share price, expected dividend yield, expected term and assumptions of whether certain of these awards will achieve performance thresholds. Share-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income and capitalized in buildings and other improvements in the condensed consolidated balance sheets for certain employees that manage property developments, renovations and capital improvements. Deferred Financing Costs Financing costs related to the revolving line of credit and long-term debt are recorded at cost and are amortized as interest expense on a straight-line basis, which approximates the effective interest method, over the life of the related debt instrument unless there is a significant modification to the debt instrument. Financing costs related to the Senior Notes are amortized using the effective interest method. The balance of unamortized deferred financing costs related to the revolving line of credit is included in other assets and unamortized deferred financing costs related to all other debt are presented as a reduction in debt, net of loan premiums, discounts and unamortized deferred financing costs on the condensed consolidated balance sheets. At June 30, 2024 and December 31, 2023, deferred financing costs related to the revolving line of credit were $9.6 million, offset by accumulated amortization of $6.3 million and $5.7 million, respectively. At June 30, 2024 and December 31, 2023, deferred financing costs related to all other debt were $24.3 million, offset by accumulated amortization of $13.9 million and $11.8 million, respectively. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board issued Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker ("CODM") and interim disclosures for all reportable segment's profit or loss and assets. Additionally, this guidance requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit and loss in assessing segment performance and deciding how to allocate resources. This guidance, which also applies to entities with a single reportable segment, is expected to improve financial reporting by providing additional information about a public company's significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the disclosures to its consolidated financial statements. In December 2023, the Financial Accounting Standards Board issued Accounting Standard Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures and updates are related to the rate reconciliation and income taxes paid disclosures, requiring (1) the consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the disclosures to its consolidated financial statements.

Revenues

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenues

The following represents total revenues disaggregated by primary geographical markets (as defined by STR, Inc. ("STR")) for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended		Six Months Ended
Primary Markets	June 30, 2024		June 30, 2024
Orlando, FL	$	33,010	$	77,561
Houston, TX	28,718		59,315
San Diego, CA	26,941		49,631
Dallas, TX	20,172		40,876
Phoenix, AZ	15,801		38,933
Atlanta, GA	18,554		35,019
San Francisco/San Mateo, CA	14,071		28,183
Nashville, TN	15,927		27,272
Washington, DC-MD-VA	14,660		25,537
Portland, OR	13,614		25,386
Other	71,436		132,679
Total	$	272,904	$	540,392


	Three Months Ended		Six Months Ended
Primary Markets	June 30, 2023		June 30, 2023
Orlando, FL	$	34,052	$	74,460
Phoenix, AZ	24,912		62,385
Houston, TX	26,873		54,332
San Diego, CA	24,628		46,603
Dallas, TX	17,261		37,211
Atlanta, GA	16,974		32,475
Nashville, TN	17,338		28,305
San Francisco/San Mateo, CA	13,869		27,247
Washington, DC-MD-VA	13,142		24,049
Portland, OR	13,442		24,021
Other	68,575		128,951
Total	$	271,066	$	540,039

Investment Properties

6 Months Ended

Jun. 30, 2024

Asset Acquisition and Disposition [Abstract]

Investment Properties

Held for Sale

The following represents the major classes of assets and liabilities associated with the property held for sale as of June 30, 2024 (in thousands):


	June 30, 2024
Land	$	4,365
Buildings and other improvements	37,247

Total	$	41,612
Less: accumulated depreciation	(14,207)
Net investment properties	$	27,405

Accounts and rents receivable, net of allowance for doubtful accounts	143

Other assets	486
Total assets held for sale	$	28,034


Accounts payable and accrued expenses	693
Other liabilities	341
Total liabilities associated with assets held for sale	$	1,034

Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

Debt as of June 30, 2024 and December 31, 2023 consisted of the following (dollar amounts in thousands):


						Balance Outstanding as of
	Rate Type	Rate(1)			Maturity Date	June 30, 2024		December 31, 2023
Mortgage Loans
Grand Bohemian Hotel Orlando, Autograph Collection	Fixed	4.53	%		3/1/2026	$	53,921	$	54,522
Marriott San Francisco Airport Waterfront	Fixed	4.63	%		5/1/2027	107,053		108,111
Andaz Napa	Fixed (2)	5.72	%		1/19/2028	55,000		55,000
Total Mortgage Loans		4.88	%	(3)		$	215,974	$	217,633
Corporate Credit Facilities



2023 Initial Term Loan	Fixed (4)	5.65	%		3/1/2026	125,000		125,000
2023 Delayed Draw Term Loan	Fixed (4)	5.65	%		3/1/2026	100,000		100,000

Revolving Line of Credit	Variable (5)	7.23	%		1/11/2027	—		—
Total Corporate Credit Facilities						$	225,000	$	225,000
2020 Senior Notes $500M	Fixed	6.38	%		8/15/2025	464,747		464,747
2021 Senior Notes $500M	Fixed	4.88	%		6/1/2029	500,000		500,000

Loan premiums, discounts and unamortized deferred financing costs, net (6)						(10,397)		(12,474)
Total Debt, net of loan premiums, discounts and unamortized deferred financing costs		5.50	%	(3)		$	1,395,324	$	1,394,906

(2)A variable interest loan for which the interest rate has been fixed with an interest rate swap to Term SOFR through January 1, 2027.

(3)Represents the weighted-average interest rate as of June 30, 2024.

(4)A variable interest loan for which the spread to Term SOFR has been fixed with interest rate swaps through mid-February 2025.

(6)Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization.

Mortgage Loans

Of the total outstanding debt at June 30, 2024, none of the mortgage loans were recourse to the Company and the mortgage loan agreements require contributions to be made to FF&E reserves.

Corporate Credit Facilities

Senior Notes

Financial Covenants

Debt Outstanding


	As of June 30, 2024		Weighted- Average Interest Rate
2024	$	1,696	4.59%
2025	469,178		6.36%
2026	280,381		5.43%
2027	102,388		4.64%
2028	52,078		5.72%
Thereafter	500,000		4.88%
Total Debt	$	1,405,721	5.50%
Revolving Line of Credit (matures in 2027)	—		7.23%
Loan premiums, discounts and unamortized deferred financing costs, net	(10,397)		—
Debt, net of loan premiums, discounts and unamortized deferred financing costs	$	1,395,324	5.50%

Derivatives

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivative instruments held by the Company with the right of offset in a net asset position are included in other assets on the condensed consolidated balance sheets.

The following table summarizes the terms of the derivative financial instruments held by the Company as of June 30, 2024 and December 31, 2023, respectively (in thousands):


						June 30, 2024				December 31, 2023
Hedged Debt	Type	Fixed Rate	Index	Effective Date	Maturity	Notional Amounts		Estimated Fair Value		Notional Amounts		Estimated Fair Value
2023 Initial Term Loan	Swap	3.85%	1-Month SOFR	5/10/2023	2/10/2025	$	75,000	$	577	$	75,000	$	587
2023 Initial Term Loan	Swap	3.87%	1-Month SOFR	5/10/2023	2/10/2025	50,000		379		50,000		380
2023 Delayed Draw Term Loan	Swap	3.85%	1-Month SOFR	5/17/2023	2/17/2025	50,000		394		50,000		388
2023 Delayed Draw Term Loan	Swap	3.86%	1-Month SOFR	5/17/2023	2/17/2025	25,000		196		25,000		191
2023 Delayed Draw Term Loan	Swap	3.85%	1-Month SOFR	5/17/2023	2/17/2025	25,000		197		25,000		194
Mortgage Debt	Swap	3.22%	Daily SOFR	6/1/2023	1/1/2027	55,000		1,480		55,000		790




						$	280,000	$	3,223	$	280,000	$	2,530


		Three Months Ended June 30,				Six Months Ended June 30,
		2024		2023		2024		2023
Effect of derivative instruments:	Location in Statements of Operations and Comprehensive Income:
Gain recognized in other comprehensive income	Unrealized gain on interest rate derivative instruments	$	694	$	5,906	$	2,953	$	5,906
Gain reclassified from accumulated other comprehensive income to net income	Reclassification adjustment for amounts recognized in net income	$	(1,128)	$	(460)	$	(2,260)	$	(460)
Total interest expense in which effects of cash flow hedges are recorded	Interest expense	$	20,245	$	21,650	$	40,603	$	43,784

The Company expects approximately $2.7 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense in the next 12 months.

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

•Level 1 - Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access.


	Fair Value Measurement Date
	June 30, 2024				December 31, 2023
Location on Condensed Consolidated Balance Sheets/Description of Instrument	Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring measurements
Other assets
Interest rate swaps(1)	$	3,223	$	—	$	2,530	$	—

(1) Interest rate swap fair values are netted as applicable per the terms of the respective master netting agreements.

Recurring Measurements

Financial Instruments Not Measured at Fair Value

The table below represents the fair value of financial instruments presented at carrying values in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024				December 31, 2023
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Total Mortgage and Term Loans	$	440,974	$	426,751	$	442,633	$	425,858
Senior Notes	964,747		946,184		964,747		939,826

Revolving Line of Credit	—		—		—		—
Total	$	1,405,721	$	1,372,935	$	1,407,380	$	1,365,684

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company estimated an income tax benefit for the three and six months ended June 30, 2024 using an estimated federal and state combined effective tax rate of (33.25)% and recognized an income tax benefit of $4.1 million and $3.4 million, respectively. During the three and six months ended June 30, 2024, the Company recognized an income tax benefit of $5.0 million due to the release of a valuation allowance on certain deferred tax assets causing the year to date effective tax rate to be significantly different from our historical annual effective tax rate. The Company estimated income tax expense for the three and six months ended June 30, 2023 using an estimated federal and state combined effective tax rate of 23.68% and recognized income tax expense of $1.8 million and $7.0 million, respectively. The Company considers various factors, including cumulative losses, the future reversals of existing taxable temporary differences, projected future taxable income and tax-planning strategies when assessing the realizability of its deferred tax assets. As of June 30, 2024, the Company has determined there is sufficient positive evidence to conclude it is more likely than not a portion of the deferred tax assets related to certain state net operating loss carryforwards is realizable and therefore recorded a $5.0 million reduction in the related valuation allowance.

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Stockholders' Equity

Common Stock

Dividends

The Company declared the following dividends during the six months ended June 30, 2024:

Dividend per Share/Unit

For the Quarter Ended

Record Date

Payable Date

$0.12

March 31, 2024

March 28, 2024

April 15, 2024

$0.12

June 30, 2024

June 28, 2024

July 15, 2024

Non-Controlling Interest of Common Units in Operating Partnership

Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

The following table reconciles net income or loss attributable to common stockholders to basic and diluted earnings per share (in thousands, except share and per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net income attributable to common stockholders	$	15,338	$	13,792	$	23,872	$	20,072
Dividends paid on unvested share-based compensation	(98)		(66)		(196)		(133)
Undistributed earnings attributable to unvested share-based compensation	(7)		(5)		—		—
Net income available to common stockholders	$	15,233	$	13,721	$	23,676	$	19,939

Denominator:
Weighted-average shares outstanding - Basic	101,963,677		109,304,694		101,961,559		110,535,092
Effect of dilutive share-based compensation	385,305		207,168		395,557		233,510
Weighted-average shares outstanding - Diluted	102,348,982		109,511,862		102,357,116		110,768,602

Basic and diluted earnings per share:
Net income per share available to common stockholders - basic and diluted	$	0.15	$	0.12	$	0.23	$	0.18

Share-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

2015 Incentive Award Plan

Restricted Stock Unit Grants

The Compensation Committee of the Board of Directors approved the following awards of restricted stock units under the 2015 Incentive Award Plan:

Grant Date

Grant Description

Time-Based Grants

Performance-Based Grants

Weighted-Average Grant Date Fair Value

February 2024

2024 Restricted Stock Units

170,041

92,262

11.35

LTIP Unit Grants

The Compensation Committee of the Board of Directors approved the issuance of the following awards under the 2015 Incentive Award Plan:

Grant Date

Grant Description

Time-Based LTIP Units

Performance-Based Class A LTIP Units

Weighted-Average Grant Date Fair Value

February 2024

2024 LTIP Units

149,221

1,201,212

7.48

The following is a summary of the unvested incentive awards under the 2015 Incentive Award Plan as of June 30, 2024:


	2015 Incentive Award Plan Restricted Stock Units		2015 Incentive Award Plan LTIP Units(1)		Total
Unvested as of December 31, 2023	316,500		2,160,198		2,476,698
Granted	262,303		1,397,795		1,660,098
Vested(2)	(80,837)		(156,207)		(237,044)

Forfeited	(11,466)		—		(11,466)

Unvested as of June 30, 2024	486,500		3,401,786		3,888,286
Weighted-average fair value of unvested shares/units	$	11.76	$	8.32	$	8.75

(1) Includes time-based LTIP Units and performance-based Class A LTIP Units.


Performance Award Grant Date	Percentage of Total Award	Grant Date Fair Value by Component	Volatility	Interest Rate	Dividend Yield
February 23, 2024
Absolute TSR Restricted Stock Units	25%	$7.75	46.86%	4.57% - 5.31%	3.01%
Relative TSR Restricted Stock Units	75%	$7.74	46.86%	4.57% - 5.31%	3.01%
Absolute TSR Class A LTIP Units	25%	$7.81	46.86%	4.57% - 5.31%	3.01%
Relative TSR Class A LTIP Units	75%	$7.75	46.86%	4.57% - 5.31%	3.01%

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Leases


	June 30, 2024
Weighted-average remaining lease term, including reasonably certain extension options(1)	19 years
Weighted-average discount rate	5.71%

ROU asset(2)	$	17,307
Lease liability(3)	$	18,265

Operating lease rent expense	$	1,085
Variable lease costs	2,215
Total rent and variable lease costs	$	3,300

(1)The weighted-average remaining lease term including all available extension options is approximately 56 years.

(2)The ROU asset is included in other assets on the condensed consolidated balance sheet as of June 30, 2024.

(3)The lease liability is included in other liabilities on the condensed consolidated balance sheet as of June 30, 2024.


	Year Ending December 31, 2024
2024 (excluding the six months ended June 30, 2024)	$	1,079
2025	2,172
2026	2,188
2027	2,204
2028	2,086
Thereafter	22,358
Total undiscounted lease payments	$	32,087
Less imputed interest	(13,822)
Lease liability(1)	$	18,265

(1)The lease liability is included in other liabilities on the condensed consolidated balance sheet as of June 30, 2024.

Management and Franchise Agreements

Reserve Requirements

Renovation and Construction Commitments

Legal

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events During the three months ended June 30, 2024, the Company entered into an agreement to sell the 107-room Lorien Hotel & Spa, in Alexandria, Virginia for a sale price of $30.0 million and the buyer funded an at-risk deposit. The sale closed on July 9, 2024 for an estimated gain of approximately $1.8 million. Net cash proceeds from the sale, after transaction closing costs, were $29.1 million.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net income attributable to common stockholders	$ 15,338	$ 13,792	$ 23,872	$ 20,072

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Accounting	The unaudited interim condensed consolidated financial statements and related notes have been prepared on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") and in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to financial information. 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. The unaudited condensed consolidated financial statements include normal recurring adjustments, which management considers necessary for the fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income, condensed consolidated statements of changes in equity and condensed consolidated statements of cash flows for the periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, included in the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2024. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of actual operating results for the entire year.
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and XHR Holding. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated 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 future economic conditions. Actual results could differ from these estimates.
Risks and Uncertainties	Risks and Uncertainties For the six months ended June 30, 2024, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida and Houston, Texas markets that exceeded ten percent (10%) of total revenues for the period then ended. For the six months ended June 30, 2023, the Company had a geographical concentration of revenues generated from hotels in the Orlando, Florida, Phoenix, Arizona and Houston, Texas markets that exceeded ten percent (10%) of total revenues for the period then ended. To the extent that there are adverse changes in these markets, or the industry sectors that operate in these markets, our business and operating results could be negatively impacted.
Consolidation	Consolidation The Company evaluates its investments in partially owned entities to determine whether such entities may be a variable interest entity ("VIE") or voting interest entity. If the entity is a VIE, the determination of whether the Company is the primary beneficiary must then be made. The primary beneficiary determination is based on a qualitative assessment as to whether the entity has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company will consolidate a VIE if it is deemed to be the primary beneficiary. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary, or the entity is not a VIE and over which the Company does not have effective control but can exercise influence over the entity with respect to its operations and major decisions. The Operating Partnership is a VIE. The Company's significant asset is its investment in the Operating Partnership, as described in Note 1, and consequently, substantially all of the Company's assets and liabilities represent those assets and liabilities of the Operating Partnership.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased, and similar accounts with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at various banks and other financial institutions. The combined account balances at banking institutions generally exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company monitors its concentration risk and reallocates funds among various institutions from time to time as determined appropriate based on perceived risks.
Restricted Cash and Escrows	Restricted Cash and Escrows Restricted cash primarily relates to furniture, fixtures and equipment replacement reserves ("FF&E reserves") as required per the terms of the Company's management and franchise agreements, cash held in restricted escrows for real estate taxes and insurance, capital spending reserves and, at times, disposition-related holdback escrows.
Long-lived assets and intangibles	Long-lived assets and intangibles The Company assesses the carrying values of the respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Events or circumstances that may cause a review include, but are not limited to, when (1) a hotel property experiences a significant decrease in the market price of the long-lived asset, (2) a hotel property experiences a current or projected loss from operations combined with a history of operating or cash flow losses, (3) it becomes more likely than not that a hotel property will be sold before the end of its useful life, (4) an accumulation of costs is significantly in excess of the amount originally expected for the acquisition, construction or renovation of a long-lived asset, (5) adverse changes in demand occur for lodging at a specific property due to declining national or local economic conditions and/or new hotel construction in markets where the hotel is located, (6) there is a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset, and/or (7) there is a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. If it is determined that the carrying value is not recoverable because the undiscounted cash flows do not exceed carrying value, the Company records an impairment charge to the extent that the carrying value exceeds fair value.
Insurance Recoveries	Insurance Recoveries Insurance proceeds received in excess of recognized losses are treated as gain and are not recorded until contingencies are resolved. During the three and six months ended June 30, 2024, the Company recorded $0.4 million and $1.4 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. For the three and six months ended June 30, 2023, the Company recorded $0.5 million of insurance proceeds in excess of recognized losses related to a casualty loss at one property. These amounts are included in other income on the condensed consolidated statement of operations and comprehensive income for the periods then ended. The Company may also be entitled to business interruption proceeds for losses occurring at certain properties; however, an insurance recovery receivable will not be recorded until a final settlement has been reached with the insurers. During the six months ended June 30, 2024, the Company recognized $0.7 million in business interruption insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire which occurred in 2023. This amount is included in gain on business interruption insurance on the condensed consolidated statement of operations and comprehensive income for the period then ended.
Investment Properties Held for Sale	Investment Properties Held for Sale In determining whether to classify an investment property as held for sale, the Company considers whether: (i) management has committed to a plan to sell the investment property; (ii) the investment property is available for immediate sale, in its present condition; (iii) the Company is actively marketing the investment property for sale at a price that is reasonable in relation to its fair value; (iv) the Company has initiated a program to locate a buyer; (v) the Company believes that the sale of the investment property is probable; (vi) the Company has received a significant non-refundable deposit for the purchase of the property; and (vii) the actions required for the Company to complete the plan indicate that it is unlikely that any significant changes will be made to the plan. If all of the above criteria are met, the Company classifies the investment property as held for sale. On the day that these criteria are met, the Company suspends depreciation and amortization on the investment properties held for sale. The investment properties, other assets and liabilities associated with those investment properties that are held for sale are classified separately on the condensed consolidated balance sheet for the most recent reporting period and are presented at the lesser of the carrying value or fair value, less costs to sell.
Revenues	Revenues Revenues consist of amounts derived from hotel operations, including the sale of rooms for lodging accommodations, food and beverage, and other ancillary revenue generated by hotel amenities including spa, parking, golf, resort fees and other services. Revenues are generated from various distribution channels including but not limited to direct bookings, global distribution systems and Internet travel sites. Room transaction prices are based on an individual hotel's location, room type and the bundle of services included in the reservation and are set by the hotel daily. Any discounts, including advanced purchase, loyalty point redemptions or promotions are recognized at the discounted rate whereas rebates and incentives are recorded as a reduction in rooms revenues when earned. Revenues from online channels are generally recognized net of commission fees, unless the end price paid by the guest is known. Rooms revenue is recognized over the length of stay that the hotel room is occupied by the guest. Cash received from a guest prior to check-in is recorded as an advance deposit and is generally recognized as rooms revenue at the time the room reservation has become non-cancellable, upon occupancy or upon expiration of the re-booking date. Advance deposits are included in other liabilities on the condensed consolidated balance sheets. Payment of any remaining balance is typically due from the guest upon check-out. Sales, use, occupancy, and similar taxes are collected and presented on a net basis (excluded from revenues). Food and beverage transaction prices are based on the stated price for the specific food or beverage and varies depending on type, venue and hotel location. Service charges are typically a percentage of food and beverage prices and meeting space rental. Food and beverage revenue is recognized at the point in time in which the goods and/or services are rendered to the guest. Cash received in advance of an event is recorded as either a security or advance deposit. Security and advance deposits are recognized as revenue when it becomes non-cancellable or at the time the food and beverage goods and services are rendered to the guest. Payment for the remaining balance of food and beverage goods and services is due upon delivery and completion of such goods and services. Parking and audio visual fees are recognized at the time services are provided to the guest. In parking and audio visual contracts in which we have control over the services provided, we are considered the principal in the agreement and recognize the related revenues gross of associated costs. If we do not have control over the services in the contract, we are considered the agent and record the related revenues net of associated costs. Resort and amenity fees, spa, golf and other ancillary amenity revenues are recognized at the point in time the goods or services have been rendered to the guest at the stated price for the service or amenity.
Share-Based Compensation	Share-Based Compensation The Company maintains a share-based incentive plan that provides for the grant of stock options, stock awards, restricted stock units, LTIP units and other equity-based awards. Share-based compensation is measured at the estimated fair value of the award on the date of grant, adjusted for forfeitures as they occur, and are generally recognized as an expense on a straight-line basis over the longest vesting period for each grant for the entire award. An acceleration of expense recognition may occur in certain cases where the award recipient has met or will meet the retirement eligibility requirements prior to the applicable vesting date. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's share price, expected dividend yield, expected term and assumptions of whether certain of these awards will achieve performance thresholds. Share-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income and capitalized in buildings and other improvements in the condensed consolidated balance sheets for certain employees that manage property developments, renovations and capital improvements.
Deferred Financing Costs	Deferred Financing Costs Financing costs related to the revolving line of credit and long-term debt are recorded at cost and are amortized as interest expense on a straight-line basis, which approximates the effective interest method, over the life of the related debt instrument unless there is a significant modification to the debt instrument. Financing costs related to the Senior Notes are amortized using the effective interest method. The balance of unamortized deferred financing costs related to the revolving line of credit is included in other assets and unamortized deferred financing costs related to all other debt are presented as a reduction in debt, net of loan premiums, discounts and unamortized deferred financing costs on the condensed consolidated balance sheets.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board issued Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker ("CODM") and interim disclosures for all reportable segment's profit or loss and assets. Additionally, this guidance requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit and loss in assessing segment performance and deciding how to allocate resources. This guidance, which also applies to entities with a single reportable segment, is expected to improve financial reporting by providing additional information about a public company's significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the disclosures to its consolidated financial statements. In December 2023, the Financial Accounting Standards Board issued Accounting Standard Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures and updates are related to the rate reconciliation and income taxes paid disclosures, requiring (1) the consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the disclosures to its consolidated financial statements.

Revenues (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue by Primary Geographical Markets

The following represents total revenues disaggregated by primary geographical markets (as defined by STR, Inc. ("STR")) for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended		Six Months Ended
Primary Markets	June 30, 2024		June 30, 2024
Orlando, FL	$	33,010	$	77,561
Houston, TX	28,718		59,315
San Diego, CA	26,941		49,631
Dallas, TX	20,172		40,876
Phoenix, AZ	15,801		38,933
Atlanta, GA	18,554		35,019
San Francisco/San Mateo, CA	14,071		28,183
Nashville, TN	15,927		27,272
Washington, DC-MD-VA	14,660		25,537
Portland, OR	13,614		25,386
Other	71,436		132,679
Total	$	272,904	$	540,392


	Three Months Ended		Six Months Ended
Primary Markets	June 30, 2023		June 30, 2023
Orlando, FL	$	34,052	$	74,460
Phoenix, AZ	24,912		62,385
Houston, TX	26,873		54,332
San Diego, CA	24,628		46,603
Dallas, TX	17,261		37,211
Atlanta, GA	16,974		32,475
Nashville, TN	17,338		28,305
San Francisco/San Mateo, CA	13,869		27,247
Washington, DC-MD-VA	13,142		24,049
Portland, OR	13,442		24,021
Other	68,575		128,951
Total	$	271,066	$	540,039

Investment Properties (Tables)

6 Months Ended

Jun. 30, 2024

Asset Acquisition and Disposition [Abstract]

Schedule of Purchase Price Allocation for Asset Acquisitions

The following represents the major classes of assets and liabilities associated with the property held for sale as of June 30, 2024 (in thousands):


	June 30, 2024
Land	$	4,365
Buildings and other improvements	37,247

Total	$	41,612
Less: accumulated depreciation	(14,207)
Net investment properties	$	27,405

Accounts and rents receivable, net of allowance for doubtful accounts	143

Other assets	486
Total assets held for sale	$	28,034


Accounts payable and accrued expenses	693
Other liabilities	341
Total liabilities associated with assets held for sale	$	1,034

Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt Instruments

Debt as of June 30, 2024 and December 31, 2023 consisted of the following (dollar amounts in thousands):


						Balance Outstanding as of
	Rate Type	Rate(1)			Maturity Date	June 30, 2024		December 31, 2023
Mortgage Loans
Grand Bohemian Hotel Orlando, Autograph Collection	Fixed	4.53	%		3/1/2026	$	53,921	$	54,522
Marriott San Francisco Airport Waterfront	Fixed	4.63	%		5/1/2027	107,053		108,111
Andaz Napa	Fixed (2)	5.72	%		1/19/2028	55,000		55,000
Total Mortgage Loans		4.88	%	(3)		$	215,974	$	217,633
Corporate Credit Facilities



2023 Initial Term Loan	Fixed (4)	5.65	%		3/1/2026	125,000		125,000
2023 Delayed Draw Term Loan	Fixed (4)	5.65	%		3/1/2026	100,000		100,000

Revolving Line of Credit	Variable (5)	7.23	%		1/11/2027	—		—
Total Corporate Credit Facilities						$	225,000	$	225,000
2020 Senior Notes $500M	Fixed	6.38	%		8/15/2025	464,747		464,747
2021 Senior Notes $500M	Fixed	4.88	%		6/1/2029	500,000		500,000

Loan premiums, discounts and unamortized deferred financing costs, net (6)						(10,397)		(12,474)
Total Debt, net of loan premiums, discounts and unamortized deferred financing costs		5.50	%	(3)		$	1,395,324	$	1,394,906

(2)A variable interest loan for which the interest rate has been fixed with an interest rate swap to Term SOFR through January 1, 2027.

(3)Represents the weighted-average interest rate as of June 30, 2024.

(4)A variable interest loan for which the spread to Term SOFR has been fixed with interest rate swaps through mid-February 2025.

(6)Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization.

Schedule of Principal Payments and Debt Maturities

The following table shows scheduled principal payments and debt maturities for the next five years and thereafter (in thousands):


	As of June 30, 2024		Weighted- Average Interest Rate
2024	$	1,696	4.59%
2025	469,178		6.36%
2026	280,381		5.43%
2027	102,388		4.64%
2028	52,078		5.72%
Thereafter	500,000		4.88%
Total Debt	$	1,405,721	5.50%
Revolving Line of Credit (matures in 2027)	—		7.23%
Loan premiums, discounts and unamortized deferred financing costs, net	(10,397)		—
Debt, net of loan premiums, discounts and unamortized deferred financing costs	$	1,395,324	5.50%

Derivatives (Tables)

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of the Terms of the Derivative Financial Instruments

The following table summarizes the terms of the derivative financial instruments held by the Company as of June 30, 2024 and December 31, 2023, respectively (in thousands):


						June 30, 2024				December 31, 2023
Hedged Debt	Type	Fixed Rate	Index	Effective Date	Maturity	Notional Amounts		Estimated Fair Value		Notional Amounts		Estimated Fair Value
2023 Initial Term Loan	Swap	3.85%	1-Month SOFR	5/10/2023	2/10/2025	$	75,000	$	577	$	75,000	$	587
2023 Initial Term Loan	Swap	3.87%	1-Month SOFR	5/10/2023	2/10/2025	50,000		379		50,000		380
2023 Delayed Draw Term Loan	Swap	3.85%	1-Month SOFR	5/17/2023	2/17/2025	50,000		394		50,000		388
2023 Delayed Draw Term Loan	Swap	3.86%	1-Month SOFR	5/17/2023	2/17/2025	25,000		196		25,000		191
2023 Delayed Draw Term Loan	Swap	3.85%	1-Month SOFR	5/17/2023	2/17/2025	25,000		197		25,000		194
Mortgage Debt	Swap	3.22%	Daily SOFR	6/1/2023	1/1/2027	55,000		1,480		55,000		790




						$	280,000	$	3,223	$	280,000	$	2,530

Schedule of Gain (Loss) Recognized on Derivative Financial Instruments


		Three Months Ended June 30,				Six Months Ended June 30,
		2024		2023		2024		2023
Effect of derivative instruments:	Location in Statements of Operations and Comprehensive Income:
Gain recognized in other comprehensive income	Unrealized gain on interest rate derivative instruments	$	694	$	5,906	$	2,953	$	5,906
Gain reclassified from accumulated other comprehensive income to net income	Reclassification adjustment for amounts recognized in net income	$	(1,128)	$	(460)	$	(2,260)	$	(460)
Total interest expense in which effects of cash flow hedges are recorded	Interest expense	$	20,245	$	21,650	$	40,603	$	43,784

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets and Liabilities Measured on Recurring and Nonrecurring Basis


	Fair Value Measurement Date
	June 30, 2024				December 31, 2023
Location on Condensed Consolidated Balance Sheets/Description of Instrument	Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring measurements
Other assets
Interest rate swaps(1)	$	3,223	$	—	$	2,530	$	—

(1) Interest rate swap fair values are netted as applicable per the terms of the respective master netting agreements.

Schedule of Fair Value of Financial Instruments

The table below represents the fair value of financial instruments presented at carrying values in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024				December 31, 2023
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Total Mortgage and Term Loans	$	440,974	$	426,751	$	442,633	$	425,858
Senior Notes	964,747		946,184		964,747		939,826

Revolving Line of Credit	—		—		—		—
Total	$	1,405,721	$	1,372,935	$	1,407,380	$	1,365,684

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Dividends Declared

The Company declared the following dividends during the six months ended June 30, 2024:

Dividend per Share/Unit

For the Quarter Ended

Record Date

Payable Date

$0.12

March 31, 2024

March 28, 2024

April 15, 2024

$0.12

June 30, 2024

June 28, 2024

July 15, 2024

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table reconciles net income or loss attributable to common stockholders to basic and diluted earnings per share (in thousands, except share and per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net income attributable to common stockholders	$	15,338	$	13,792	$	23,872	$	20,072
Dividends paid on unvested share-based compensation	(98)		(66)		(196)		(133)
Undistributed earnings attributable to unvested share-based compensation	(7)		(5)		—		—
Net income available to common stockholders	$	15,233	$	13,721	$	23,676	$	19,939

Denominator:
Weighted-average shares outstanding - Basic	101,963,677		109,304,694		101,961,559		110,535,092
Effect of dilutive share-based compensation	385,305		207,168		395,557		233,510
Weighted-average shares outstanding - Diluted	102,348,982		109,511,862		102,357,116		110,768,602

Basic and diluted earnings per share:
Net income per share available to common stockholders - basic and diluted	$	0.15	$	0.12	$	0.23	$	0.18

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Units

The Compensation Committee of the Board of Directors approved the following awards of restricted stock units under the 2015 Incentive Award Plan:

Grant Date

Grant Description

Time-Based Grants

Performance-Based Grants

Weighted-Average Grant Date Fair Value

February 2024

2024 Restricted Stock Units

170,041

92,262

11.35

Schedule of Incentive Plan Awards

The Compensation Committee of the Board of Directors approved the issuance of the following awards under the 2015 Incentive Award Plan:

Grant Date

Grant Description

Time-Based LTIP Units

Performance-Based Class A LTIP Units

Weighted-Average Grant Date Fair Value

February 2024

2024 LTIP Units

149,221

1,201,212

7.48

Schedule of Unvested Incentive Awards

The following is a summary of the unvested incentive awards under the 2015 Incentive Award Plan as of June 30, 2024:


	2015 Incentive Award Plan Restricted Stock Units		2015 Incentive Award Plan LTIP Units(1)		Total
Unvested as of December 31, 2023	316,500		2,160,198		2,476,698
Granted	262,303		1,397,795		1,660,098
Vested(2)	(80,837)		(156,207)		(237,044)

Forfeited	(11,466)		—		(11,466)

Unvested as of June 30, 2024	486,500		3,401,786		3,888,286
Weighted-average fair value of unvested shares/units	$	11.76	$	8.32	$	8.75

(1) Includes time-based LTIP Units and performance-based Class A LTIP Units.

Schedule of Assumptions for Performance Awards

The grant date fair value of performance-based units is determined based on a Monte Carlo simulation method with the following assumptions:


Performance Award Grant Date	Percentage of Total Award	Grant Date Fair Value by Component	Volatility	Interest Rate	Dividend Yield
February 23, 2024
Absolute TSR Restricted Stock Units	25%	$7.75	46.86%	4.57% - 5.31%	3.01%
Relative TSR Restricted Stock Units	75%	$7.74	46.86%	4.57% - 5.31%	3.01%
Absolute TSR Class A LTIP Units	25%	$7.81	46.86%	4.57% - 5.31%	3.01%
Relative TSR Class A LTIP Units	75%	$7.75	46.86%	4.57% - 5.31%	3.01%

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Leases

The following is a summary of the Company's leases as of and for the six months ended June 30, 2024 (dollar amounts in thousands):


	June 30, 2024
Weighted-average remaining lease term, including reasonably certain extension options(1)	19 years
Weighted-average discount rate	5.71%

ROU asset(2)	$	17,307
Lease liability(3)	$	18,265

Operating lease rent expense	$	1,085
Variable lease costs	2,215
Total rent and variable lease costs	$	3,300

(1)The weighted-average remaining lease term including all available extension options is approximately 56 years.

(2)The ROU asset is included in other assets on the condensed consolidated balance sheet as of June 30, 2024.

(3)The lease liability is included in other liabilities on the condensed consolidated balance sheet as of June 30, 2024.

Schedule of Remaining Lease Payments


	Year Ending December 31, 2024
2024 (excluding the six months ended June 30, 2024)	$	1,079
2025	2,172
2026	2,188
2027	2,204
2028	2,086
Thereafter	22,358
Total undiscounted lease payments	$	32,087
Less imputed interest	(13,822)
Lease liability(1)	$	18,265

(1)The lease liability is included in other liabilities on the condensed consolidated balance sheet as of June 30, 2024.

Organization (Details)	Jun. 30, 2024 property market	Jun. 30, 2023 property
Organization [Line Items]
Number of top lodging markets for investing activity \| market	25
Number of hotels operated \| property	32	32
XHR LP (Operating Partnership)
Organization [Line Items]
Ownership by company (percent)	95.20%
Ownership by noncontrolling owners (percent)	4.80%

Summary of Significant Accounting Policies - Risks and Uncertainties (Details) - Revenue - Geographic Concentration Risk - Minimum	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Orlando, FL
Concentration Risk [Line Items]
Concentration risk (percent)	10.00%	10.00%
Phoenix, AZ
Concentration Risk [Line Items]
Concentration risk (percent)		10.00%
Houston, TX
Concentration Risk [Line Items]
Concentration risk (percent)	10.00%	10.00%

Summary of Significant Accounting Policies - Involuntary Conversion (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Winter Storms in Denver
Business Interruption Loss [Line Items]
Expense for hurricane-related cleanup	$ 0.1	$ 0.4

Summary of Significant Accounting Policies - Insurance Recoveries (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Involuntary Conversion [Line Items]
Gain on business interruption insurance	$ 0	$ 0	$ 745	$ 0
Fire
Involuntary Conversion [Line Items]
Gain on business interruption insurance			700
Fire
Involuntary Conversion [Line Items]
Gain on business interruption insurance	$ 400	$ 500	$ 1,400	$ 500

Summary of Significant Accounting Policies - Deferred Financing Costs (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Deferred financing costs related to revolving credit facility	$ 9.6	$ 9.6
Accumulated amortization of deferred financing costs related to revolving credit facility	6.3	5.7
Deferred financing costs related to long-term debt	24.3	24.3
Accumulated amortization of deferred financing costs related to long-term debt	$ 13.9	$ 11.8

Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenues (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 272,904	$ 271,066	$ 540,392	$ 540,039
Orlando, FL
Disaggregation of Revenue [Line Items]
Revenues	33,010	34,052	77,561	74,460
Houston, TX
Disaggregation of Revenue [Line Items]
Revenues	28,718	26,873	59,315	54,332
San Diego, CA
Disaggregation of Revenue [Line Items]
Revenues	26,941	24,628	49,631	46,603
Dallas, TX
Disaggregation of Revenue [Line Items]
Revenues	20,172	17,261	40,876	37,211
Phoenix, AZ
Disaggregation of Revenue [Line Items]
Revenues	15,801	24,912	38,933	62,385
Atlanta, GA
Disaggregation of Revenue [Line Items]
Revenues	18,554	16,974	35,019	32,475
San Francisco/San Mateo, CA
Disaggregation of Revenue [Line Items]
Revenues	14,071	13,869	28,183	27,247
Nashville, TN
Disaggregation of Revenue [Line Items]
Revenues	15,927	17,338	27,272	28,305
Washington, DC-MD-VA
Disaggregation of Revenue [Line Items]
Revenues	14,660	13,142	25,537	24,049
Portland, OR
Disaggregation of Revenue [Line Items]
Revenues	13,614	13,442	25,386	24,021
Other
Disaggregation of Revenue [Line Items]
Revenues	$ 71,436	$ 68,575	$ 132,679	$ 128,951

Investment Properties - Narrative (Details) - Lorien Hotel & Spa - Disposed of by sale $ in Millions	Jul. 09, 2024 USD ($)	Jun. 30, 2024 USD ($) room	May 31, 2024 USD ($) property
Disposition of Properties
Number of rooms in property		107	107
Sale price per agreement		$ 30.0	$ 30.0
Subsequent Event
Disposition of Properties
Gain on sale	$ 1.8
Proceeds from sale of property	$ 29.1

Investment Properties - Major Classes of Assets and Liabilities Associated with Assets Held For Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Disposition of Properties
Total assets held for sale	$ 28,034	$ 0
Total liabilities associated with assets held for sale	1,034	$ 0
Held for Sale \| Lorien Hotel & Spa
Disposition of Properties
Land	4,365
Buildings and other improvements	37,247
Total	41,612
Less: accumulated depreciation	(14,207)
Net investment properties	27,405
Accounts and rents receivable, net of allowance for doubtful accounts	143
Other assets	486
Total assets held for sale	28,034
Accounts payable and accrued expenses	693
Other liabilities	341
Total liabilities associated with assets held for sale	$ 1,034

Debt - Debt Instruments (Details) - USD ($)	6 Months Ended
Debt - Debt Instruments (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Weighted average interest rate (percent)	5.50%	5.47%
Balance outstanding	$ 1,405,721,000
Revolving Credit Facility	0
Loan premiums, discounts and unamortized deferred financing costs, net	(10,397,000)	$ (12,474,000)
Debt, net of loan premiums, discounts and unamortized deferred financing costs	1,395,324,000	1,394,906,000
Corporate Credit Facilities
Debt Instrument [Line Items]
Balance outstanding	$ 225,000,000	225,000,000
Credit spread adjustment (percent)	0.10%
Floor rate (percent)	0.00%
Mortgage Loans
Debt Instrument [Line Items]
Weighted average interest rate (percent)	4.88%
Balance outstanding	$ 215,974,000	217,633,000
Mortgage Loans \| Grand Bohemian Hotel Orlando, Autograph Collection
Debt Instrument [Line Items]
Weighted average interest rate (percent)	4.53%
Balance outstanding	$ 53,921,000	54,522,000
Mortgage Loans \| Marriott San Francisco Airport Waterfront
Debt Instrument [Line Items]
Weighted average interest rate (percent)	4.63%
Balance outstanding	$ 107,053,000	108,111,000
Mortgage Loans \| Andaz Napa
Debt Instrument [Line Items]
Weighted average interest rate (percent)	5.72%
Balance outstanding	$ 55,000,000	55,000,000
Term Loans \| 2023 Initial Term Loan
Debt Instrument [Line Items]
Weighted average interest rate (percent)	5.65%
Balance outstanding	$ 125,000,000	125,000,000
Term Loans \| 2023 Delayed Draw Term Loan
Debt Instrument [Line Items]
Weighted average interest rate (percent)	5.65%
Balance outstanding	$ 100,000,000	100,000,000
Credit Facility \| Revolving Line of Credit
Debt Instrument [Line Items]
Weighted average interest rate (percent)	7.23%
Revolving Credit Facility	$ 0	0
Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving Credit Facility	$ 0
Credit spread adjustment (percent)	0.10%
Floor rate (percent)	0.00%
Borrowing capacity commitment	$ 450,000,000
Secured Debt \| 2020 Senior Notes $500M
Debt Instrument [Line Items]
Aggregate principal	$ 500,000,000
Weighted average interest rate (percent)	6.38%
Balance outstanding	$ 464,747,000	464,747,000
Secured Debt \| 2021 Senior Notes $500M
Debt Instrument [Line Items]
Aggregate principal	$ 500,000,000
Weighted average interest rate (percent)	4.88%
Balance outstanding	$ 500,000,000	$ 500,000,000

Debt - Mortgage Loans Narrative (Details)	Jun. 30, 2024 USD ($)
Mortgage Loans \| Recourse
Debt Instrument [Line Items]
Aggregate principal	$ 0

Debt - Corporate Credit Facilities Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Revolving line of credit	$ 0		$ 0
Revolving Credit Facility \| Credit Facility
Debt Instrument [Line Items]
Borrowing capacity commitment	450,000,000		$ 450,000,000
Credit spread adjustment (percent)			0.10%
Floor rate (percent)			0.00%
Revolving line of credit	0		$ 0
Credit facility unused borrowing capacity fee	300,000	$ 400,000	700,000	$ 700,000
Interest expense	$ 0	$ 0	$ 0	$ 0
Revolving Credit Facility \| Credit Facility \| Minimum
Debt Instrument [Line Items]
Basis spread (percent)			1.45%
Revolving Credit Facility \| Credit Facility \| Maximum
Debt Instrument [Line Items]
Basis spread (percent)			2.75%

Debt - Debt Outstanding Narrative (Details) $ in Millions	6 Months Ended
Debt - Debt Outstanding Narrative (Details) $ in Millions	Jun. 30, 2023 USD ($) loan	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
Debt outstanding		$ 1,406.0	$ 1,407.0
Weighted average interest rate (percent)		5.50%	5.47%
Debt issuance costs, capitalized during the period	$ 5.6
Legal fees expense	$ 1.7
Number of mortgage loans repaid \| loan	1
Write off of unamortized deferred financing cost	$ 1.1

Debt - Principal Payments and Debt Maturities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Principal payments and debt maturities
2024	$ 1,696
2025	469,178
2026	280,381
2027	102,388
2028	52,078
Thereafter	500,000
Total Debt	1,405,721
Revolving Line of Credit (matures in 2027)	0
Loan premiums, discounts and unamortized deferred financing costs, net	(10,397)	$ (12,474)
Debt, net of loan premiums, discounts and unamortized deferred financing costs	$ 1,395,324	$ 1,394,906
Weighted- Average Interest Rate
2024	4.59%
2025	6.36%
2026	5.43%
2027	4.64%
2028	5.72%
Thereafter	4.88%
Total Debt	5.50%
Revolving Line of Credit (matures in 2027)	7.23%
Debt, net of loan premiums, discounts and unamortized deferred financing costs	5.50%	5.47%

Derivatives - Derivative Financial Instruments (Details) - Cash Flow Hedge - Interest Rate Swap - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Derivative [Line Items]
Notional Amounts	$ 280,000	$ 280,000
Estimated Fair Value	$ 3,223	2,530
Mortgage Debt One
Derivative [Line Items]
Fixed Rate	3.85%
Notional Amounts	$ 75,000	75,000
Estimated Fair Value	$ 577	587
Mortgage Debt Two
Derivative [Line Items]
Fixed Rate	3.87%
Notional Amounts	$ 50,000	50,000
Estimated Fair Value	$ 379	380
Mortgage Debt Three
Derivative [Line Items]
Fixed Rate	3.85%
Notional Amounts	$ 50,000	50,000
Estimated Fair Value	$ 394	388
Mortgage Debt Four
Derivative [Line Items]
Fixed Rate	3.86%
Notional Amounts	$ 25,000	25,000
Estimated Fair Value	$ 196	191
Mortgage Debt Five
Derivative [Line Items]
Fixed Rate	3.85%
Notional Amounts	$ 25,000	25,000
Estimated Fair Value	$ 197	194
Mortgage Debt Six
Derivative [Line Items]
Fixed Rate	3.22%
Notional Amounts	$ 55,000	55,000
Estimated Fair Value	$ 1,480	$ 790

Derivatives - Recognized Gain (Loss) on Cash Flow Hedges (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gain recognized in other comprehensive income	$ 694	$ 5,906	$ 2,953	$ 5,906
Gain reclassified from accumulated other comprehensive income to net income	(1,128)	(460)	(2,260)	(460)
Interest expense	$ 20,245	$ 21,650	$ 40,603	$ 43,784

Derivatives - Narrative (Details) $ in Millions	Jun. 30, 2024 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Expected reclassification from accumulated OCI to interest expense in next twelve months	$ 2.7

Fair Value Measurements - Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - Interest Rate Swaps - Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Observable Inputs (Level 2)
Other assets
Interest rate swaps	$ 3,223	$ 2,530
Significant Unobservable Inputs (Level 3)
Other assets
Interest rate swaps	$ 0	$ 0

Fair Value Measurements - Financial Instruments Presented at Carrying Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total Mortgage and Term Loans	$ 440,974	$ 442,633
Senior Notes	964,747	964,747
Total	1,405,721	1,407,380
Carrying Value \| Revolving Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revolving Line of Credit	0	0
Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total Mortgage and Term Loans	426,751	425,858
Senior Notes	946,184	939,826
Total	1,372,935	1,365,684
Estimated Fair Value \| Revolving Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revolving Line of Credit	$ 0	$ 0

Fair Value Measurements - Narrative (Details)	Jun. 30, 2024	Dec. 31, 2023
Level 2 \| Measurement Input, Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Weighted average effective interest rate (percent)	0.0621	0.0609

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating Loss Carryforwards [Line Items]
Estimated federal and state combined effective rate (percent)	(33.25%)	23.68%	(33.25%)	23.68%
Income tax expense (benefit)	$ (4,146)	$ 1,803	$ (3,418)	$ 7,021
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Decrease in valuation allowance	$ 5,000		$ 5,000

Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Aggregate offering price of common stock authorized under ATM agreement	$ 200,000
Number of shares sold (in shares)	0	0	0	0
Aggregate offering price of common stock currently available under ATM agreements	$ 200,000		$ 200,000
Shares repurchased (in shares)			468,107	4,445,708
Shares repurchased, weighted average price (in dollars per share)			$ 13.51	$ 13.20
Repurchase of common shares			$ 6,324	$ 58,694
Repurchase Program
Class of Stock [Line Items]
Repurchase of common shares			6,300	$ 58,700
Remaining share repurchase authorization	127,400		127,400
Other Assets
Class of Stock [Line Items]
Offering costs	$ 400		$ 400		$ 300

Stockholders' Equity - Distributions (Details) - $ / shares	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Equity [Abstract]
Dividends, common shares / units (in dollars per share)	$ 0.12	$ 0.12	$ 0.10	$ 0.24	$ 0.20

Stockholders' Equity - Non-controlling Interest of Common Units in Operating Partnership (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Class of Stock [Line Items]
Common limited partnership units redeemed for cash (in shares)	42,826
Cash paid for redemption of common limited partnership units	$ 655	$ 0
XHR LP (Operating Partnership)
Class of Stock [Line Items]
Ownership by noncontrolling owners (percent)	4.80%
LTIP Units
Class of Stock [Line Items]
Number of units outstanding, vested and nonvested (in shares)	5,136,969
Number of vested units (in shares)	1,735,183
LTIP Units converted into common limited partnership units (in shares)	42,826
Conversion rate (in shares)	1

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net income attributable to common stockholders	$ 15,338	$ 13,792	$ 23,872	$ 20,072
Dividends paid on unvested share-based compensation	(98)	(66)	(196)	(133)
Undistributed earnings attributable to unvested share-based compensation	(7)	(5)	0	0
Net income available to common stockholders, basic	15,233	13,721	23,676	19,939
Net income available to common stockholders, diluted	$ 15,233	$ 13,721	$ 23,676	$ 19,939
Denominator:
Weighted-average shares outstanding - Basic (in shares)	101,963,677	109,304,694	101,961,559	110,535,092
Effect of dilutive share-based compensation (in shares)	385,305	207,168	395,557	233,510
Weighted-average shares outstanding - Diluted (in shares)	102,348,982	109,511,862	102,357,116	110,768,602
Basic and diluted earnings per share:
Net income per share available to common stockholders - basic (in dollars per share)	$ 0.15	$ 0.12	$ 0.23	$ 0.18
Net income per share available to common stockholders - diluted (in dollars per share)	$ 0.15	$ 0.12	$ 0.23	$ 0.18

Share-Based Compensation - Restricted Stock Unit Grants (Details) - $ / shares		1 Months Ended	3 Months Ended	6 Months Ended
	Feb. 23, 2024	Feb. 29, 2024	Jun. 30, 2024	Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				1,660,098
Restricted Stock Units \| 2015 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				262,303
Weighted average grant date fair value (in dollars per share)		$ 11.35
Time-Based Restricted Stock Units \| 2015 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		170,041
Performance-Based Restricted Stock Units \| 2015 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		92,262
Time-Based LTIP Units \| 2015 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		149,221
Time-Based LTIP Units \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights (percent)			33.00%
Time-Based LTIP Units \| Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights (percent)			33.00%
Time-Based LTIP Units \| Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights (percent)			34.00%
Absolute TSR Class A LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Component of total award (percent)	25.00%		25.00%
Award vesting period (in years)			3 years
Relative TSR Class A LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Component of total award (percent)	75.00%		75.00%
Award vesting period (in years)			3 years

Share-Based Compensation - LTIP Unit Grants (Details) - $ / shares		1 Months Ended		3 Months Ended	6 Months Ended
	Feb. 23, 2024	May 31, 2024	Feb. 29, 2024	Jun. 30, 2024	Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)					1,660,098
LTIP Units \| Non Employee Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		47,362
Weighted average grant date fair value (in dollars per share)		$ 14.78
LTIP Units \| 2015 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)					1,397,795
Weighted average grant date fair value (in dollars per share)			$ 7.48
Time-Based LTIP Units \| 2015 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			149,221
Time-Based LTIP Units \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights (percent)				33.00%
Time-Based LTIP Units \| Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights (percent)				33.00%
Time-Based LTIP Units \| Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights (percent)				34.00%
Performance-Based Class A LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Quarterly per-unit distribution on non-vested awards as percentage of distribution on common units in the operating partnership (percent)				10.00%
Performance-Based Class A LTIP Units \| 2015 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			1,201,212
Absolute TSR Class A LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Component of total award (percent)	25.00%			25.00%
Award vesting period (in years)				3 years
Relative TSR Class A LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Component of total award (percent)	75.00%			75.00%
Award vesting period (in years)				3 years

Share-Based Compensation - Unvested Incentive Awards (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Unvested incentive awards
Unvested as of beginning of period (in shares)	2,476,698
Granted (in shares)	1,660,098
Vested (in shares)	(237,044)
Forfeited (in shares)	(11,466)
Unvested as of end of period (in shares)	3,888,286
Weighted average fair value of unvested shares/units (in dollars per share)	$ 8.75
Common Stock
Unvested incentive awards
Shares withheld upon settlement of awards to satisfy minimum tax withholding requirements (in shares)	21,642	17,613
Restricted Stock Units
Unvested incentive awards
Forfeited (in shares)	(11,466)
LTIP Units
Unvested incentive awards
Forfeited (in shares)	0
2015 Incentive Award Plan \| Restricted Stock Units
Unvested incentive awards
Unvested as of beginning of period (in shares)	316,500
Granted (in shares)	262,303
Vested (in shares)	(80,837)
Unvested as of end of period (in shares)	486,500
Weighted average fair value of unvested shares/units (in dollars per share)	$ 11.76
2015 Incentive Award Plan \| LTIP Units
Unvested incentive awards
Unvested as of beginning of period (in shares)	2,160,198
Granted (in shares)	1,397,795
Vested (in shares)	(156,207)
Unvested as of end of period (in shares)	3,401,786
Weighted average fair value of unvested shares/units (in dollars per share)	$ 8.32

Share-Based Compensation - Assumptions Used in Fair Value of Performance Awards (Details) - $ / shares		3 Months Ended
	Feb. 23, 2024	Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value by component (in dollars per share)		$ 8.75
Absolute TSR Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Total Award	25.00%
Grant date fair value by component (in dollars per share)	$ 7.75
Volatility	46.86%
Interest rate, minimum	4.57%
Interest rate, maximum	5.31%
Dividend Yield	3.01%
Relative TSR Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Total Award	75.00%
Grant date fair value by component (in dollars per share)	$ 7.74
Volatility	46.86%
Interest rate, minimum	4.57%
Interest rate, maximum	5.31%
Dividend Yield	3.01%
Absolute TSR Class A LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Total Award	25.00%	25.00%
Grant date fair value by component (in dollars per share)	$ 7.81
Volatility	46.86%
Interest rate, minimum	4.57%
Interest rate, maximum	5.31%
Dividend Yield	3.01%
Relative TSR Class A LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Total Award	75.00%	75.00%
Grant date fair value by component (in dollars per share)	$ 7.75
Volatility	46.86%
Interest rate, minimum	4.57%
Interest rate, maximum	5.31%
Dividend Yield	3.01%

Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation costs	$ 16.8		$ 16.8
Unrecognized compensation costs period for recognition	1 year 11 months 23 days
Share-Based Payment Arrangement, Nonemployee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 0.7	$ 0.7	0.7	$ 0.7
Executive Officers and Management \| Restricted Stock Units and LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	4.0	3.3	7.9	5.9
Management \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation capitalized amount	$ 0.2	$ 0.1	$ 0.3	$ 0.2

Commitments and Contingencies - Leases (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Leases
Weighted-average remaining lease term, including reasonably certain extension options	19 years
Weighted-average discount rate	5.71%
ROU asset	$ 17,307
Lease liability	18,265
Operating lease rent expense	1,085
Variable lease costs	2,215
Total rent and variable lease costs	$ 3,300
Weighted-average remaining lease term including available extension options	56 years
ROU asset, consolidated balance sheet line item	Other assets
Lease liability, consolidated balance sheet line item	Other liabilities

Commitments and Contingencies - Remaining Lease Payments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Remaining Lease Payments
2024 (excluding the six months ended June 30, 2024)	$ 1,079
2025	2,172
2026	2,188
2027	2,204
2028	2,086
Thereafter	22,358
Total undiscounted lease payments	32,087
Less imputed interest	(13,822)
Lease liability	$ 18,265

Commitments and Contingencies - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) renewal_period	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) renewal_period	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Other Commitments [Line Items]
Restricted cash and escrows	$ 61,490	$ 61,021	$ 61,490	$ 61,021	$ 58,350
Renovations at Certain Hotel Properties
Other Commitments [Line Items]
Commitments outstanding with third parties	70,200		70,200
Hotel Furniture, Fixtures, and Equipment Reserves
Other Commitments [Line Items]
Restricted cash and escrows	55,900		55,900		$ 49,700
Management and Franchise Fees
Other Commitments [Line Items]
Management and franchise fees	$ 9,651	$ 9,226	$ 20,284	$ 19,415
Management Agreements for Brand-Managed Hotels
Other Commitments [Line Items]
Agreement average remaining term assuming all renewal periods exercised (in years)	26 years
Management Agreements for Brand-Managed Hotels \| Minimum
Other Commitments [Line Items]
Agreement term (in years)	10 years
Number of renewal periods \| renewal_period	1		1
Management Agreements for Brand-Managed Hotels \| Maximum
Other Commitments [Line Items]
Agreement term (in years)	30 years
Management Agreements for Franchised Hotels
Other Commitments [Line Items]
Agreement average remaining initial term (in years)	5 years
Management Agreements for Franchised Hotels \| Minimum
Other Commitments [Line Items]
Agreement term (in years)	15 years
Management Agreements for Franchised Hotels \| Maximum
Other Commitments [Line Items]
Agreement term (in years)	20 years
Franchise Agreements
Other Commitments [Line Items]
Agreement term (in years)	20 years
Agreement average remaining initial term (in years)	9 years

Subsequent Events (Details) - Disposed of by sale - Lorien Hotel & Spa $ in Millions	Jul. 09, 2024 USD ($)	Jun. 30, 2024 USD ($) room	May 31, 2024 USD ($) property
Subsequent Event [Line Items]
Number of rooms in property		107	107
Sale price per agreement		$ 30.0	$ 30.0
Subsequent Event
Subsequent Event [Line Items]
Gain on sale	$ 1.8
Proceeds from sale of property	$ 29.1