10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

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

For the quarterly period ended March 31, 2024

OR

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

For the transition period from                   to    

Commission File Number 001-35169

RLJ LODGING TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland	27-4706509
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

7373 Wisconsin Avenue, Suite 1500
Bethesda,	Maryland	20814
(Address of Principal Executive Offices)		(Zip Code)

(301) 280-7777

(Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Shares of beneficial interest, par value $0.01 per share	RLJ	New York Stock Exchange
$1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share	RLJ-A	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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated 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 

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

As of April 25, 2024, 155,900,602 common shares of beneficial interest of the Registrant, $0.01 par value per share, were outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Financial Statements (unaudited)
	Balance Sheets as of March 31, 2024 and December 31, 2023	1
	Statements of Operations and Comprehensive Income for the three months ended March 31, 2024 and 2023	2
	Statements of Changes in Equity for the three months ended March 31, 2024 and 2023	4
	Statements of Cash Flows for the three months ended March 31, 2024 and 2023	6
	Notes to the Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
Signatures		33

ii

PART I. FINANCIAL INFORMATION

Item 1.         Financial Statements

RLJ Lodging Trust

Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

(unaudited)

	March 31, 2024		December 31, 2023
Assets
Investment in hotel properties, net	$	4,249,341	$	4,136,216
Investment in unconsolidated joint ventures	7,632		7,398
Cash and cash equivalents	350,237		516,675
Restricted cash reserves	40,721		38,652
Hotel and other receivables, net of allowance of $270 and $265, respectively	26,754		26,163
Lease right-of-use assets	132,276		136,140
Prepaid expense and other assets	82,896		58,051
Total assets	$	4,889,857	$	4,919,295
Liabilities and Equity
Debt, net	$	2,221,833	$	2,220,778
Accounts payable and other liabilities	138,634		147,819
Advance deposits and deferred revenue	36,140		32,281
Lease liabilities	120,290		122,588
Accrued interest	12,824		22,539
Distributions payable	22,570		22,500
Total liabilities	2,552,291		2,568,505
Commitments and Contingencies (Note 10)
Equity
Shareholders’ equity:
Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized
Series A Cumulative Convertible Preferred Shares, $0.01 par value, 12,950,000 shares authorized; 12,879,475 shares issued and outstanding, liquidation value of $328,266, at March 31, 2024 and December 31, 2023	366,936		366,936
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 155,819,434 and 155,297,829 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	1,558		1,553
Additional paid-in capital	3,002,588		3,000,894
Distributions in excess of net earnings	(1,072,125)		(1,055,183)
Accumulated other comprehensive income	24,944		22,662
Total shareholders’ equity	2,323,901		2,336,862
Noncontrolling interests:
Noncontrolling interest in the Operating Partnership	6,220		6,294
Noncontrolling interest in consolidated joint ventures	7,445		7,634
Total noncontrolling interests	13,665		13,928
Total equity	2,337,566		2,350,790
Total liabilities and equity	$	4,889,857	$	4,919,295

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

1

RLJ Lodging Trust

Consolidated Statements of Operations and Comprehensive Income

(Amounts in thousands, except share and per share data)

(unaudited)

	For the three months ended March 31,
	2024		2023
Revenues
Operating revenues
Room revenue	$	266,630	$	260,832
Food and beverage revenue	35,689		33,288
Other revenue	22,091		20,383
Total revenues	324,410		314,503
Expenses
Operating expenses
Room expense	69,386		66,051
Food and beverage expense	28,627		26,137
Management and franchise fee expense	25,655		26,182
Other operating expenses	89,809		82,624
Total property operating expenses	213,477		200,994
Depreciation and amortization	44,679		44,996
Property tax, insurance and other	27,834		24,648
General and administrative	15,105		13,656
Transaction costs	14		20
Total operating expenses	301,109		284,314
Other income, net	3,191		849
Interest income	4,787		3,664
Interest expense	(26,458)		(24,130)
Income before equity in income from unconsolidated joint ventures	4,821		10,572
Equity in income from unconsolidated joint ventures	234		281
Income before income tax expense	5,055		10,853
Income tax expense	(309)		(339)
Net income	4,746		10,514
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interest in the Operating Partnership	2		(17)
Noncontrolling interest in consolidated joint ventures	189		148
Net income attributable to RLJ	4,937		10,645
Preferred dividends	(6,279)		(6,279)
Net (loss) income attributable to common shareholders	$	(1,342)	$	4,366
Basic per common share data:
Net (loss) income per share attributable to common shareholders	$	(0.01)	$	0.03
Weighted-average number of common shares	152,970,215		159,483,268

2

Diluted per common share data:
Net (loss) income per share attributable to common shareholders	$	(0.01)	$	0.03
Weighted-average number of common shares	152,970,215		160,143,748
Comprehensive income:
Net income	$	4,746	$	10,514
Unrealized gain (loss) on interest rate derivatives	2,282		(6,416)
Comprehensive income	7,028		4,098
Comprehensive loss (income) attributable to noncontrolling interests:
Noncontrolling interest in the Operating Partnership	2		(17)
Noncontrolling interest in consolidated joint ventures	189		148
Comprehensive income attributable to RLJ	$	7,219	$	4,229

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

3

RLJ Lodging Trust

Consolidated Statements of Changes in Equity

(Amounts in thousands, except share data)

(unaudited) 

	Shareholders’ Equity												Noncontrolling Interest
	Preferred Stock			Common Stock
	Shares	Amount		Shares	Par  Value		Additional Paid-in Capital		Distributions in excess of net earnings		Accumulated Other Comprehensive Income		Operating Partnership		Consolidated Joint  Ventures		Total  Equity
Balance at December 31, 2023	12,879,475	$	366,936	155,297,829	$	1,553	$	3,000,894	$	(1,055,183)	$	22,662	$	6,294	$	7,634	$	2,350,790
Net income (loss)	—	—		—	—		—		4,937		—		(2)		(189)		4,746
Unrealized gain on interest rate derivatives	—	—		—	—		—		—		2,282		—		—		2,282
Issuance of restricted stock	—	—		973,365	9		(9)		—		—		—		—		—
Amortization of share-based compensation	—	—		—	—		6,981		—		—		—		—		6,981
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	—	—		(345,870)	(3)		(4,028)		—		—		—		—		(4,031)
Shares acquired as part of a share repurchase program	—	—		(105,511)	(1)		(1,250)		—		—		—		—		(1,251)
Forfeiture of restricted stock	—	—		(379)	—		—		—		—		—		—		—
Distributions on preferred shares	—	—		—	—		—		(6,279)		—		—		—		(6,279)
Distributions on common shares and units	—	—		—	—		—		(15,600)		—		(72)		—		(15,672)
Balance at March 31, 2024	12,879,475	$	366,936	155,819,434	$	1,558	$	3,002,588	$	(1,072,125)	$	24,944	$	6,220	$	7,445	$	2,337,566

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

4

RLJ Lodging Trust

Consolidated Statements of Changes in Equity

(Amounts in thousands, except share data)

(unaudited)

	Shareholders’ Equity												Noncontrolling Interest
	Preferred Stock			Common Stock
	Shares	Amount		Shares	Par  Value		Additional  Paid-in Capital		Distributions in excess of net earnings		Accumulated Other Comprehensive Income		Operating Partnership		Consolidated Joint Ventures		Total Equity
Balance at December 31, 2022	12,879,475	$	366,936	162,003,533	$	1,620	$	3,054,958	$	(1,049,441)	$	40,591	$	6,313	$	7,669	$	2,428,646
Net income (loss)	—	—		—	—		—		10,645		—		17		(148)		10,514
Unrealized loss on interest rate derivatives	—	—		—	—		—		—		(6,416)		—		—		(6,416)
Issuance of restricted stock	—	—		640,407	6		(6)		—		—		—		—		—
Amortization of share-based compensation	—	—		—	—		6,131		—		—		—		—		6,131
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	—	—		(162,749)	(1)		(1,888)		—		—		—		—		(1,889)
Shares acquired as part of a share repurchase program	—	—		(2,401,853)	(24)		(24,513)		—		—		—		—		(24,537)
Forfeiture of restricted stock	—	—		(1,554)	—		—		—		—		—		—		—
Distributions on preferred shares	—	—		—	—		—		(6,279)		—		—		—		(6,279)
Distributions on common shares and units	—	—		—	—		—		(12,864)		—		(66)		—		(12,930)
Balance at March 31, 2023	12,879,475	$	366,936	160,077,784	$	1,601	$	3,034,682	$	(1,057,939)	$	34,175	$	6,264	$	7,521	$	2,393,240

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

5

RLJ Lodging Trust

Consolidated Statements of Cash Flows

(Amounts in thousands)

(unaudited)

	For the three months ended March 31,
	2024		2023
Cash flows from operating activities
Net income	$	4,746	$	10,514
Adjustments to reconcile net income to cash flow provided by operating activities:
Depreciation and amortization	44,679		44,996
Amortization of deferred financing costs	1,572		1,474
Other amortization	1,466		1,086
Equity in income from unconsolidated joint ventures	(234)		(281)
Amortization of share-based compensation	6,434		5,692
Changes in assets and liabilities:
Hotel and other receivables, net	(591)		(2,650)
Prepaid expense and other assets	(24,434)		(4,782)
Accounts payable and other liabilities	(7,015)		(8,603)
Advance deposits and deferred revenue	3,859		4,135
Accrued interest	(9,715)		(9,563)
Net cash flow provided by operating activities	20,767		42,018
Cash flows from investing activities
Acquisition, net	(122,679)		—
Improvements and additions to hotel properties and other assets	(33,794)		(32,634)
Purchase deposit	(1,500)		—
Net cash flow used in investing activities	(157,973)		(32,634)
Cash flows from financing activities
Borrowing on Term Loan	—		95,000
Repayments of Term Loans	—		(94,006)
Repurchase of common shares under share repurchase programs	(1,251)		(24,537)
Repurchase of common shares to satisfy employee tax withholding requirements	(4,031)		(1,889)
Distributions on preferred shares	(6,279)		(6,279)
Distributions on common shares	(15,530)		(8,100)
Distributions on Operating Partnership units	(72)		(40)
Payments of deferred financing costs	—		(343)
Net cash flow used in financing activities	(27,163)		(40,194)
Net change in cash, cash equivalents, and restricted cash reserves	(164,369)		(30,810)
Cash, cash equivalents, and restricted cash reserves, beginning of year	555,327		536,386
Cash, cash equivalents, and restricted cash reserves, end of period	$	390,958	$	505,576

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

6

RLJ Lodging Trust

Notes to the Consolidated Financial Statements

(unaudited)

1.              General

Organization

RLJ Lodging Trust (the "Company") was formed as a Maryland real estate investment trust ("REIT") on January 31, 2011. The Company is a self-advised and self-administered REIT that owns primarily premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. The Company elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2011.

Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through, RLJ Lodging Trust, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of March 31, 2024, there were 156,591,265 units of limited partnership interest in the Operating Partnership ("OP units") outstanding and the Company owned, through a combination of direct and indirect interests, 99.5% of the outstanding OP units.

As of March 31, 2024, the Company owned 97 hotel properties with approximately 21,400 rooms, located in 23 states and the District of Columbia.  The Company, through wholly-owned subsidiaries, owned a 100% interest in 95 of its hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. The Company consolidates its real estate interests in the 96 hotel properties in which it holds a controlling interest, and the Company records the real estate interest in the one hotel property in which it holds an indirect 50% non-controlling interest using the equity method of accounting. The Company leases 96 of the 97 hotel properties to its taxable REIT subsidiaries ("TRSs"), of which the Company owns a controlling financial interest.

2.              Summary of Significant Accounting Policies

The Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC") on February 27, 2024 (the "Annual Report"), contains a discussion of the Company's significant accounting policies. Other than noted below, there have been no significant changes to the Company's significant accounting policies since December 31, 2023.

Basis of Presentation and Principles of Consolidation

The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the SEC applicable to financial information. The unaudited financial statements include all adjustments of a normal recurring nature that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive income, statements of changes in equity and statements of cash flows.

The unaudited 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 Annual Report.

The consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interest in one hotel property in which it holds a 50% non-controlling interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior year amounts in these financial statements have been reclassified to conform to the current year presentation with no impact to net income and comprehensive income, shareholders’ equity or cash flows.

7

Use of Estimates

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

Recently Issued Accounting Pronouncements and Disclosure Rules

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. It also requires disclosure of the amount and description of the composition of other segment items, as well as interim disclosures of a reportable segment’s profit or loss and assets. The ASU also applies to entities with a single reportable segment. The new standard 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 this guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company beginning January 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and related disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. In April 2024, the SEC stayed the final climate rules pending the completion of judicial review of an Eighth Circuit challenge seeking to vacate the rules. This rule would require registrants to disclose certain climate-related information in registration statements and annual reports. The disclosure requirements would apply to the Company's fiscal year beginning January 1, 2025. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures.

3.              Investment in Hotel Properties

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

	March 31, 2024		December 31, 2023
Land and improvements	$	1,125,650	$	998,417
Buildings and improvements	4,133,900		4,117,210
Furniture, fixtures and equipment	812,236		798,410
	6,071,786		5,914,037
Accumulated depreciation	(1,822,445)		(1,777,821)
Investment in hotel properties, net	$	4,249,341	$	4,136,216

For the three months ended March 31, 2024 and 2023, the Company recognized depreciation expense related to its investment in hotel properties of approximately $44.6 million and $45.0 million, respectively.

4.              Acquisition

On January 29, 2024, the Company acquired the fee simple interest in its Wyndham Boston Beacon Hill hotel property in Boston, Massachusetts, which was previously owned via a leasehold interest that was subject to a ground lease, for a purchase price of approximately $125.0 million. The acquisition was accounted for as an asset acquisition, whereby approximately $0.2 million of transaction costs were capitalized as part of the cost of the acquisition. The existing right-of-use asset of $1.3 million, lease liability of $0.1 million and $125.2 million cost of the acquisition were recorded as land in the accompanying consolidated balance sheet.

8

5.          Revenue

	For the three months ended March 31, 2024								For the three months ended March 31, 2023
	Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue		Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue
South Florida	$	40,349	$	5,859	$	3,124	$	49,332	$	38,540	$	5,424	$	2,322	$	46,286
Northern California	34,737		4,309		1,907		40,953		34,812		3,463		1,988		40,263
Southern California	30,542		4,226		3,139		37,907		28,931		3,872		2,916		35,719
Houston	12,371		912		1,109		14,392		11,599		889		1,163		13,651
New York City	11,676		1,363		686		13,725		11,006		1,204		662		12,872
Louisville	8,270		4,117		817		13,204		8,154		3,393		768		12,315
Washington DC	12,391		138		550		13,079		12,507		187		555		13,249
Austin	10,438		1,192		843		12,473		11,620		1,613		928		14,161
Charleston	8,864		2,608		874		12,346		7,769		2,022		788		10,579
Chicago	9,361		2,117		677		12,155		9,442		2,208		670		12,320
Other	87,631		8,848		8,365		104,844		86,452		9,013		7,623		103,088
Total	$	266,630	$	35,689	$	22,091	$	324,410	$	260,832	$	33,288	$	20,383	$	314,503

6.              Debt

The Company's debt consisted of the following (in thousands):

	March 31, 2024		December 31, 2023
Senior Notes, net	$	992,263	$	991,672
Revolver	—		—
Term Loans, net	821,914		821,443
Mortgage loans, net	407,656		407,663
Debt, net	$	2,221,833	$	2,220,778

Senior Notes

The Company's senior notes (collectively, the "Senior Notes") consisted of the following (dollars in thousands):

			Carrying Value at
	Interest Rate	Maturity Date	March 31, 2024		December 31, 2023
2029 Senior Notes (1)	4.00%	September 2029	$	500,000	$	500,000
2026 Senior Notes (1)	3.75%	July 2026	500,000		500,000
			1,000,000		1,000,000
Deferred financing costs, net			(7,737)		(8,328)
Total senior notes, net			$	992,263	$	991,672

(1)Requires payment of interest only through maturity.

The indentures governing the Senior Notes contain customary covenants that limit the Operating Partnership’s ability and,

in certain instances, the ability of its subsidiaries, to incur additional debt, create liens on assets, make distributions and pay

dividends, make certain types of investments, issue guarantees of indebtedness, and make certain restricted payments. These

limitations are subject to a number of exceptions and qualifications set forth in the indentures.

9

A summary of the various restrictive covenants for the Senior Notes are as follows:

	Covenant	Compliance
Maintenance Covenant
Unencumbered Asset to Unencumbered Debt Ratio	> 150.0%	Yes
Incurrence Covenants
Consolidated Indebtedness less than Adjusted Total Assets	< .65x	Yes
Consolidated Secured Indebtedness less than Adjusted Total Assets	< .45x	Yes
Interest Coverage Ratio	> 1.5x	Yes

Revolver and Term Loans

The Company has the following unsecured credit agreements in place:

•$600.0 million revolving credit facility with a scheduled maturity date of May 10, 2027 and either a one-year extension option or up to two six-month extension options if certain conditions are satisfied (the "Revolver");

•$400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025");

•$200.0 million term loan with a scheduled maturity date of January 31, 2026 and two one-year extension options if certain conditions are satisfied (the "$200 Million Term Loan Maturing 2026"); and

•$225.0 million term loan with a scheduled maturity date of May 10, 2026 and two one-year extension options if certain conditions are satisfied (the "$225 Million Term Loan Maturing 2026").

The $400 Million Term Loan Maturing 2025, the $200 Million Term Loan Maturing 2026, and the $225 Million Term Loan Maturing 2026 are collectively referred to as the "Term Loans."

The Company's unsecured credit agreements consisted of the following (dollars in thousands):

			Carrying Value at
	Interest Rate at March 31, 2024 (1)	Maturity Date	March 31, 2024		December 31, 2023
Revolver (2)	—%	May 2027	$	—	$	—
$400 Million Term Loan Maturing 2025	4.48%	May 2025	400,000		400,000
$200 Million Term Loan Maturing 2026	4.82%	January 2026 (3)	200,000		200,000
$225 Million Term Loan Maturing 2026	2.97%	May 2026 (3)	225,000		225,000
			825,000		825,000
Deferred financing costs, net (4)			(3,086)		(3,557)
Total Revolver and Term Loans, net			$	821,914	$	821,443

(1)Interest rate at March 31, 2024 gives effect to interest rate hedges.

(2)There was $600.0 million of capacity on the Revolver at both March 31, 2024 and December 31, 2023. The Company has the ability to extend the maturity date for an additional one-year period or up to two six-month periods ending May 2028 if certain conditions are satisfied. In April 2024, the Company borrowed $200.0 million under the Revolver and utilized the proceeds to repay a $200.0 million maturing mortgage loan, reducing the remaining capacity on the Revolver to $400.0 million.

(3)This Term Loan includes two one-year extension options at the Company's discretion, subject to certain conditions.

(4)Excludes $5.2 million and $5.6 million as of March 31, 2024 and December 31, 2023, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets.

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The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows:

	Covenant	Compliance
Leverage ratio (1)	<= 7.25x	Yes
Fixed charge coverage ratio (2)	>= 1.50x	Yes
Secured indebtedness ratio	<= 45.0%	Yes
Unencumbered indebtedness ratio	<= 60.0%	Yes
Unencumbered debt service coverage ratio	>= 2.00x	Yes

(1)Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements.

(2)Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid.

Mortgage Loans 

The Company's mortgage loans consisted of the following (dollars in thousands):

						Carrying Value at
	Number of Assets Encumbered	Interest Rate at March 31, 2024		Maturity Date		March 31, 2024		December 31, 2023
Mortgage loan (1)	7	5.94%	(3)	April 2024	(4)	$	200,000	$	200,000
Mortgage loan (1)	3	5.03%	(3)	April 2024	(5)	96,000		96,000
Mortgage loan (1)	4	5.61%	(3)	April 2024	(5)	85,000		85,000
Mortgage loan (2)	1	5.06%		January 2029		26,742		26,833
	15					407,742		407,833
Deferred financing costs, net						(86)		(170)
Total mortgage loans, net						$	407,656	$	407,663

(1)The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity.

(2)Includes $1.7 million and $1.8 million at March 31, 2024 and December 31, 2023, respectively, related to a fair value adjustment on this mortgage loan from purchase price allocation at hotel property acquisition. This mortgage loan requires payments of interest only through maturity.

(3)Interest rate at March 31, 2024 gives effect to interest rate hedges.

(4)In April 2024, the Company fully repaid this mortgage loan using a $200.0 million draw under its Revolver.

(5)This mortgage loan provides two one-year extension options, subject to certain conditions. In April 2024, the Company satisfied the conditions required to exercise the first one-year extension option on this mortgage loan to extend the maturity to April 2025, with a second one-year extension option still remaining.

Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. At March 31, 2024, all mortgage loans exceeded the minimum debt yield or DSCR thresholds.

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Interest Expense

The components of the Company's interest expense consisted of the following (in thousands):

	For the three months ended March 31,
	2024		2023
Senior Notes	$	9,688	$	9,688
Revolver and Term Loans	9,060		8,543
Mortgage loans	5,656		3,943
Amortization of deferred financing costs	1,572		1,474
Non-cash interest expense related to interest rate hedges	482		482
Total interest expense	$	26,458	$	24,130

 

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7.              Derivatives and Hedging Activities

The following interest rate swaps have been designated as cash flow hedges (in thousands):

				Notional value at				Fair value at
Hedge type	Swap rate	Effective Date	Maturity Date	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Swap-cash flow-Daily SOFR	2.44%	January 2021	December 2023	$	—	$	75,000	$	—	$	—
Swap-cash flow-Daily SOFR	2.31%	January 2021	December 2023	—		75,000		—		—
Swap-cash flow-Daily SOFR	1.08%	April 2021	April 2024	50,000		50,000		305		827
Swap-cash flow-Daily SOFR	1.13%	April 2021	April 2024	50,000		50,000		302		819
Swap-cash flow-Daily SOFR	1.08%	April 2021	April 2024	50,000		50,000		306		829
Swap-cash flow-Daily SOFR	0.97%	April 2021	April 2024	50,000		50,000		313		849
Swap-cash flow-Daily SOFR	0.85%	April 2021	April 2024	25,000		25,000		161		436
Swap-cash flow-Daily SOFR	0.88%	April 2021	April 2024	25,000		25,000		160		434
Swap-cash flow-Daily SOFR	0.86%	April 2021	April 2024	25,000		25,000		161		436
Swap-cash flow-Daily SOFR	0.83%	April 2021	April 2024	25,000		25,000		162		439
Swap-cash flow-Term SOFR	4.37%	April 2023	April 2024	200,000		200,000		207		673
Swap-cash flow-Daily SOFR	0.77%	June 2020	December 2024	50,000		50,000		1,640		2,011
Swap-cash flow-Daily SOFR	0.63%	June 2020	December 2024	50,000		50,000		1,693		2,081
Swap-cash flow-Daily SOFR	1.16%	September 2021	September 2025	150,000		150,000		7,941		7,969
Swap-cash flow-Daily SOFR	0.56%	July 2021	January 2026	50,000		50,000		3,601		3,556
Swap-cash flow-Daily SOFR	2.95%	April 2024	April 2027	125,000		125,000		4,160		1,769
Swap-cash flow-Daily SOFR	2.85%	April 2024	April 2027	65,000		65,000		2,347		1,103
Swap-cash flow-Daily SOFR	2.75%	April 2024	April 2027	60,000		60,000		2,336		1,188
Swap-cash flow-Daily SOFR	3.70%	July 2024	July 2027	25,000		25,000		222		(254)
Swap-cash flow-Daily SOFR	3.45%	July 2024	July 2027	25,000		25,000		399		(77)
Swap-cash flow-Daily SOFR	3.71%	July 2024	July 2027	25,000		25,000		217		(259)
				$	1,125,000	$	1,275,000	$	26,633	$	24,829

 

As of March 31, 2024 and December 31, 2023, the aggregate fair value of the interest rate swap assets of $26.6 million and $25.4 million, respectively, was included in prepaid expense and other assets in the accompanying consolidated balance sheets. As of December 31, 2023, the aggregate fair value of the interest rate swap liabilities of $0.6 million was included in accounts payable and other liabilities in the accompanying consolidated balance sheets.

As of March 31, 2024 and December 31, 2023, there was approximately $24.9 million and $22.7 million, respectively, of unrealized gains included in accumulated other comprehensive income related to interest rate swaps. There was no ineffectiveness recorded during the three month periods ended March 31, 2024 or 2023. For the three months ended March 31, 2024 and 2023, gains of approximately $6.6 million and $6.0 million, respectively, included in accumulated other comprehensive income were reclassified into interest expense for the interest rate swaps. Approximately $15.5 million of the unrealized gains included in accumulated other comprehensive income at March 31, 2024 is expected to be reclassified into earnings within the next 12 months.

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8.             Fair Value

Fair Value Measurement

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market.  The fair value hierarchy has three levels of inputs, both observable and unobservable:

•Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities.

•Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly.  Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

•Level 3 — Inputs are unobservable and corroborated by little or no market data.

Fair Value of Financial Instruments

The Company used the following market assumptions and/or estimation methods:

•Cash and cash equivalents, restricted cash reserves, hotel and other receivables, accounts payable and other liabilities — The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities. 

•Debt — The Company estimated the fair value of the Senior Notes by using publicly available trading prices, which are Level 1 inputs in the fair value hierarchy. The Company estimated the fair value of the Revolver and Term Loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms, which are Level 2 and Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the mortgage loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy.

The fair value of the Company's debt was as follows (in thousands):

	March 31, 2024				December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior Notes, net	$	992,263	$	920,425	$	991,672	$	928,750
Revolver and Term Loans, net	821,914		822,158		821,443		817,960
Mortgage loans, net	407,656		397,217		407,663		394,458
Debt, net	$	2,221,833	$	2,139,800	$	2,220,778	$	2,141,168

Recurring Fair Value Measurements

The following table presents the Company’s fair value hierarchy for those financial assets measured at fair value on a recurring basis as of March 31, 2024 (in thousands):

	Fair Value at March 31, 2024
	Level 1		Level 2		Level 3		Total
Interest rate swap asset	$	—	$	26,633	$	—	$	26,633
Total	$	—	$	26,633	$	—	$	26,633

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The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 (in thousands):

	Fair Value at December 31, 2023
	Level 1		Level 2		Level 3		Total
Interest rate swap asset	$	—	$	25,419	$	—	$	25,419
Interest rate swap liability	—		(590)		—		(590)
Total	$	—	$	24,829	$	—	$	24,829

The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows for each derivative. The Company determined that the significant inputs, such as interest yield curves and discount rates, used to value its derivatives fall within Level 2 of the fair value hierarchy and that the credit valuation adjustments associated with the Company’s counterparties and its own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. As of March 31, 2024, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

9.              Income Taxes

The Company accounts for income taxes using the asset and liability method.  Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss ("NOL"), capital loss and tax credit carryforwards.  The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled.  The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company is still continuing to provide a full valuation allowance against the deferred tax assets related to the NOL carryforwards of RLJ Lodging Trust Master TRS, Inc., the Company's primary TRS.

The Company had no accruals for tax uncertainties as of March 31, 2024 and December 31, 2023.

10.       Commitments and Contingencies

Restricted Cash Reserves

The Company is obligated to maintain cash reserve funds for future capital expenditures, real estate taxes, insurance, and debt obligations where lenders hold restricted cash due to cash trap events. The management agreements, franchise agreements and/or mortgage loan documents require the Company to reserve cash ranging typically from 3.0% to 5.0% of the individual hotel’s revenues for future capital expenditures (including the periodic replacement or refurbishment of FF&E). Any unexpended amounts will remain the property of the Company upon termination of the management agreements, franchise agreements or mortgage loan documents. As of March 31, 2024 and December 31, 2023, approximately $40.7 million and $38.7 million, respectively, was available in the restricted cash reserves for future capital expenditures, real estate taxes, and insurance.

Litigation

Neither the Company nor any of its subsidiaries is currently involved in any regulatory or legal proceedings that management believes will have a material and adverse effect on the Company's financial position, results of operations or cash flows.

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Management Agreements

As of March 31, 2024, 96 of the Company's consolidated hotel properties were operated pursuant to management agreements with initial terms ranging from three to 25 years. This number includes 35 consolidated hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. Each management company receives a base management fee between 1.5% and 3.5% of hotel revenues. Management agreements that include the benefits of a franchise agreement incur a base management fee between 1.0% and 7.0% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the three months ended March 31, 2024 and 2023, the Company incurred management fee expense of approximately $9.9 million and $10.8 million, respectively.

Franchise Agreements

As of March 31, 2024, 59 of the Company’s consolidated hotel properties were operated under franchise agreements with initial terms ranging from one to 30 years. This number excludes 35 consolidated hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. In addition, two hotels are not operated with a hotel brand so they do not have franchise agreements. Franchise agreements allow the hotel properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee between 2.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee between 1.5% and 3.0% of food and beverage revenues. 

Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the three months ended March 31, 2024 and 2023, the Company incurred franchise fee expense of approximately $15.8 million and $15.4 million, respectively.

11.       Equity

Common Shares of Beneficial Interest

During the three months ended March 31, 2024 and 2023, the Company declared a cash dividend of $0.10 and $0.08 per common share, respectively.

During the three months ended March 31, 2024, the Company repurchased and retired approximately 0.1 million common shares for approximately $1.3 million. As of March 31, 2024, the Company's share repurchase program approved in 2023 had a remaining capacity of $212.7 million.

On April 26, 2024, the Company's board of trustees approved a new share repurchase program to acquire up to an

aggregate of $250.0 million of common and preferred shares from May 9, 2024 to May 8, 2025 (the "2024 Share Repurchase

Program").

During the three months ended March 31, 2023, the Company repurchased and retired approximately 2.4 million common shares for approximately $24.5 million.

Series A Preferred Shares

During the three months ended March 31, 2024 and 2023, the Company declared a cash dividend of $0.4875 on each Series A Preferred Share.

The Series A Preferred Shares are convertible, in whole or in part, at any time, at the option of the holders into common shares at a conversion rate of 0.2806 common shares for each Series A Preferred Share.

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Noncontrolling Interest in Consolidated Joint Ventures

The Company consolidates the joint venture that owns The Knickerbocker hotel property, which has a third-party partner that owns a noncontrolling 5% ownership interest in the joint venture. The third-party ownership interest is included in the noncontrolling interest in consolidated joint ventures on the consolidated balance sheets.

Noncontrolling Interest in the Operating Partnership

The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP units held by the limited partners are redeemable for cash, or at the option of the Company, for a like number of common shares. As of March 31, 2024, 771,831 outstanding OP units were held by the limited partners. The noncontrolling interest is included in the noncontrolling interest in the Operating Partnership on the consolidated balance sheets.

12.       Equity Incentive Plan

The Company may issue share-based awards to officers, employees, non-employee trustees and other eligible persons under the RLJ Lodging Trust 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan provides for a maximum of 6,828,527 common shares to be issued in the form of share options, share appreciation rights, restricted share awards, unrestricted share awards, share units, dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards.

Share Awards

From time to time, the Company may award unvested restricted shares as compensation to officers, employees and non-employee trustees. The issued shares vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based unvested restricted shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures.

Non-employee trustees may also elect to receive unrestricted shares as compensation that would otherwise be paid in cash for their services. The shares issued to non-employee trustees in lieu of cash compensation are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date.

A summary of the unvested restricted shares as of March 31, 2024 is as follows:

	2024
	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	2,305,303	$	13.52
Granted	720,317	11.70
Vested	(523,076)	12.82
Forfeited	(379)	9.88
Unvested at March 31, 2024	2,502,165	$	13.14

For the three months ended March 31, 2024 and 2023, the Company recognized approximately $4.2 million and $3.6 million, respectively, of share-based compensation expense related to restricted share awards. As of March 31, 2024, there was $17.2 million of total unrecognized compensation costs related to unvested restricted share awards and these costs are expected to be recognized over a weighted-average period of 2.1 years. The total fair value of the shares vested (calculated as the number of shares multiplied by the vesting date share price) during the three months ended March 31, 2024 and 2023 was approximately $6.1 million and $4.4 million, respectively.

Performance Units

The Company aligns its executive officers with its long-term investors by awarding a significant percentage of their equity compensation in the form of multi-year performance unit awards that use both absolute and relative total shareholder return as

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the primary metrics. The performance units vest at the end of a three year period (the “performance units measurement period”).

The performance units granted in 2024 may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving a relative shareholder return over the measurement period at specified percentiles of the peer group, as defined by the awards. These performance units are subject to modification based on the Company's absolute total shareholder return performance as follows: (1) if at the end of the measurement period the relative total shareholder return performance exceeds target and absolute total shareholder return is less than zero, payouts will be reduced by 25%, but not below target and (2) if the absolute total shareholder return is down more than 15% during the entire measurement period, the maximum payout will be capped at 115% of target. The performance units granted prior to 2024 may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return (25% of award) and a relative shareholder return (75% of award) over the measurement period at specified percentiles of the peer group, as defined by the awards.

At the end of the performance units measurement period, if the target criterion is met, 100% of the performance units that are earned will vest immediately. The fair value of the performance units was determined using a Monte Carlo simulation. The Company estimates the compensation expense for the performance units on a straight-line basis using a calculation that recognizes 100% of the grant date fair value over three years.

A summary of the performance unit awards granted prior to 2024 is as follows:

Date of Award	Number of Units Granted	Grant Date Fair Value	Conversion Range	Risk Free Interest Rate	Volatility
February 2021 (1)	431,151	$20.90	0% to 200%	0.23%	69.47%
February 2022	407,024	$21.96	0% to 200%	1.70%	70.15%
February 2023	574,846	$16.90	0% to 200%	4.33%	66.70%
February 2024	703,325	$15.13	0% to 200%	4.43%	35.6%

(1) In February 2024, following the end of the measurement period, the Company met certain threshold criterion and the performance units converted into approximately 253,000 restricted shares, all of which vested immediately. The total fair value of the vested shares related to the conversion of the performance units (calculated as the number of vested shares multiplied by the vesting date share price) during the three months ended March 31, 2024 was approximately $3.0 million.

For the three months ended March 31, 2024 and 2023, the Company recognized approximately $2.3 million and $2.1 million, respectively, of share-based compensation expense related to the performance unit awards. As of March 31, 2024, there was $18.9 million of total unrecognized compensation costs related to the performance unit awards and these costs are expected to be recognized over a weighted-average period of 2.3 years.

 As of March 31, 2024, there were 1,765,411 common shares available for future grant under the 2021 Plan, which includes potential common shares that may convert from performance units if certain target criterion is met.

13.       Earnings per Common Share

Basic earnings per common share is calculated by dividing net (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares and unvested performance units outstanding during the period. Diluted earnings per common share is calculated by dividing net (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period. The potential shares consist of the unvested restricted share grants and unvested performance units, calculated using the treasury stock method, and convertible Series A Preferred Shares, calculated using the if-converted method. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. 

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating shares and are considered in the computation of earnings per share pursuant to the two-class method. If there were any undistributed earnings allocable to the participating shares, they would be deducted from net (loss) income attributable to common shareholders used in the basic and diluted earnings per share calculations.

The limited partners’ outstanding OP units (which may be redeemed for common shares under certain circumstances) have been excluded from the diluted earnings per share calculation as there was no effect on the amounts for the three months ended

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March 31, 2024 and 2023, since the limited partners’ share of income would also be added back to net (loss) income attributable to common shareholders.

The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share data):

	For the three months ended March 31,
	2024		2023
Numerator:
Net income attributable to RLJ	$	4,937	$	10,645
Less: Preferred dividends	(6,279)		(6,279)
Less: Dividends paid on unvested restricted shares	(250)		(202)
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	(1,592)	$	4,164
Denominator:
Weighted-average number of common shares - basic	152,970,215		159,483,268
Unvested restricted shares	—		568,125
Unvested performance units	—		92,355
Weighted-average number of common shares - diluted	152,970,215		160,143,748
Net (loss) income per share attributable to common shareholders - basic	$	(0.01)	$	0.03
Net (loss) income per share attributable to common shareholders - diluted	$	(0.01)	$	0.03

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

	For the three months ended March 31,
	2024		2023
Reconciliation of cash, cash equivalents, and restricted cash reserves
Cash and cash equivalents	$	350,237	$	474,332
Restricted cash reserves	40,721		31,244
Cash, cash equivalents, and restricted cash reserves	$	390,958	$	505,576
Interest paid	$	34,199	$	32,252
Income taxes paid	$	122	$	67
Operating cash flow lease payments for operating leases	$	3,882	$	4,344
Right-of-use asset and lease liability adjustments due to remeasurement	$	(1,221)	$	—
Right-of-use asset and lease liability reclassifications to land due to acquisition	$	1,187	$	—
Supplemental investing and financing transactions
In connection with the acquisition of land, the Company recorded the following:
Purchase price	$	125,000	$	—
Application of purchase deposit	(2,400)		—
Transaction costs	79		—
Acquisition, net	$	122,679	$	—
Supplemental non-cash transactions
Accrued capital expenditures	$	19,823	$	15,138

15.       Subsequent Events

In April 2024, the Company borrowed $200.0 million under the Revolver and utilized the proceeds to fully repay a $200.0 million maturing mortgage loan.

In April 2024, the Company satisfied the requirements for one-year extension options on $181.0 million in mortgage loans to extend the maturities to April 2025, with second one-year extension options still remaining on these two mortgage loans, which are subject to certain conditions.

On April 26, 2024, the Company's board of trustees approved the 2024 Share Repurchase Program to acquire up to an

aggregate of $250.0 million of common and preferred shares from May 9, 2024 to May 8, 2025.

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the information contained in our Annual Report, which is accessible on the SEC’s website at www.sec.gov.

Statement Regarding Forward-Looking Information

The following information contains certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, that 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 (the "Securities Act") and Section 21E of the

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Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements generally are identified by the use of the words "believe," "project," "expect," "anticipate," "estimate," "plan," "may," "will," "will continue," "intend," "should," or similar expressions.  Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements. 

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. We caution investors not to place undue reliance on these forward-looking statements and urge investors to carefully review the disclosures we make concerning risks and uncertainties in the sections entitled "Forward-Looking Statements," "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, as well as the risks, uncertainties and other factors discussed in this Quarterly Report on Form 10-Q and identified in other documents filed by us with the SEC.

Overview

We are a self-advised and self-administered Maryland REIT that owns primarily premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. We own a geographically diversified portfolio of hotels located in high-growth urban markets that exhibit multiple demand generators and attractive long-term growth prospects. We believe that our investment strategy allows us to generate high levels of Revenue per Available Room ("RevPAR"), strong operating margins and attractive returns.

Our strategy is to own primarily premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. Focused-service and compact full-service hotels typically generate most of their revenue from room rentals, have limited food and beverage outlets and meeting space, and require fewer employees than traditional full-service hotels. We believe these types of hotels have the potential to generate attractive returns relative to other types of hotels due to their ability to achieve RevPAR levels at or close to those achieved by traditional full-service hotels while achieving higher profit margins due to their more efficient operating model and less volatile cash flows.

As of March 31, 2024, we owned 97 hotel properties with approximately 21,400 rooms, located in 23 states and the District of Columbia.  We owned, through wholly-owned subsidiaries, a 100% interest in 95 of our hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. We consolidate our real estate interests in the 96 hotel properties in which we hold a controlling interest, and we record the real estate interest in the one hotel property in which we hold an indirect 50% non-controlling interest using the equity method of accounting. We lease 96 of the 97 hotel properties to our TRSs, of which we own a controlling financial interest.

For U.S. federal income tax purposes, we elected to be taxed as a REIT commencing with our taxable year ended December 31, 2011. Substantially all of our assets and liabilities are held by, and all of our operations are conducted through our Operating Partnership. We are the sole general partner of the Operating Partnership. As of March 31, 2024, we owned, through a combination of direct and indirect interests, 99.5% of the units of limited partnership interest in the OP units.

2024 Significant Activities

Our significant activities reflect our commitment to creating long-term shareholder value through enhancing our hotel portfolio's quality, recycling capital and maintaining a prudent capital structure. The following significant activities have taken place in 2024:

•Acquired a fee simple interest in the land at our Wyndham Boston Beacon Hill hotel property for approximately $125.0 million.

•Exercised one-year extension options on $181.0 million in mortgage loans to extend the maturities to April 2025.

•Fully repaid a $200.0 million maturing mortgage loan with a $200.0 million draw on our Revolver.

•Approved a new share repurchase program to acquire up to an aggregate of $250.0 million of common and preferred shares from May 9, 2024 to May 8, 2025.

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Our Customers

The majority of our hotels consist of premium-branded, focused-service and compact full-service hotels. As a result of this property profile, the majority of our customers are transient in nature. Transient business typically represents individual business or leisure travelers. The majority of our hotels are located in business districts within major metropolitan areas. Accordingly, business travelers represent the majority of the transient demand at our hotels. As a result, macroeconomic factors impacting business travel have a greater effect on our business than factors impacting leisure travel.

Group business is typically defined as a minimum of 10 guestrooms booked together as part of the same piece of business. Group business may or may not use the meeting space at any given hotel. Given the limited meeting space at the majority of our hotels, group business that utilizes meeting space represents a small component of our customer base. 

A number of our hotel properties are affiliated with brands marketed toward extended-stay customers. Extended-stay customers are generally defined as those staying five nights or longer.

Our Revenues and Expenses

Our revenues are primarily derived from the operation of hotels, including the sale of rooms, food and beverage revenue and other revenue, which consists of parking fees, resort fees, gift shop sales and other guest service fees.

Our operating costs and expenses consist of the costs to provide hotel services, including room expense, food and beverage expense, management and franchise fees and other operating expenses. Room expense includes housekeeping and front office wages and payroll taxes, reservation systems, room supplies, laundry services and other costs. Food and beverage expense primarily includes the cost of food, the cost of beverages and the associated labor costs. Other operating expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with administrative departments, sales and marketing, repairs and maintenance and utility costs. Our hotels that are subject to franchise agreements are charged a royalty fee, plus additional fees for marketing, central reservation systems and other franchisor costs, in order for the hotel properties to operate under the respective brands. Franchise fees are based on a percentage of room revenue and for certain hotels additional franchise fees are charged for food and beverage revenue. Our hotels are managed by independent, third-party management companies under long-term agreements pursuant to which the management companies typically earn base and incentive management fees based on the levels of revenues and profitability of each individual hotel property. We generally receive a cash distribution from the management companies on a monthly basis, which reflects hotel-level sales less hotel-level operating expenses.

Key Indicators of Financial Performance

We use a variety of operating, financial and other information to evaluate the operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP as well as other financial measures that are non-GAAP measures. In addition, we use other information that may not be financial in nature, including industry standard statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotels in our portfolio and potential acquisition opportunities to determine each hotel's contribution to cash flow and its potential to provide attractive long-term total returns. The key indicators include:

•Average Daily Rate ("ADR")

•Occupancy

•RevPAR

ADR, Occupancy and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel property level and across our entire business. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only room revenue.

We also use non-GAAP measures such as FFO, Adjusted FFO, EBITDA, EBITDAre and Adjusted EBITDA to evaluate the operating performance of our business. For a more in depth discussion of the non-GAAP measures, please refer to the "Non-GAAP Financial Measures" section.

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Critical Accounting Policies and Estimates

The preparation of the financial statements in conformity with 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. It is possible that the actual amounts may differ significantly from these estimates and assumptions. We evaluate our estimates, assumptions and judgments on an ongoing basis, based on information that is available to us, our business and industry experience, and various other matters that we believe are reasonable and appropriate for consideration under the circumstances. Our Annual Report contains a discussion of our critical accounting policies and estimates. There have been no significant changes to our critical accounting policies and estimates since December 31, 2023. 

Results of Operations

At both March 31, 2024 and 2023, we owned 97 hotel properties. 

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Comparison of the three months ended March 31, 2024 to the three months ended March 31, 2023

	For the three months ended March 31,
	2024		2023		$ Change
	(amounts in thousands)
Revenues
Operating revenues
Room revenue	$	266,630	$	260,832	$	5,798
Food and beverage revenue	35,689		33,288		2,401
Other revenue	22,091		20,383		1,708
Total revenues	324,410		314,503		9,907
Expenses
Operating expenses
Room expense	69,386		66,051		3,335
Food and beverage expense	28,627		26,137		2,490
Management and franchise fee expense	25,655		26,182		(527)
Other operating expenses	89,809		82,624		7,185
Total property operating expenses	213,477		200,994		12,483
Depreciation and amortization	44,679		44,996		(317)
Property tax, insurance and other	27,834		24,648		3,186
General and administrative	15,105		13,656		1,449
Transaction costs	14		20		(6)
Total operating expenses	301,109		284,314		16,795
Other income, net	3,191		849		2,342
Interest income	4,787		3,664		1,123
Interest expense	(26,458)		(24,130)		(2,328)
Income before equity in income from unconsolidated joint ventures	4,821		10,572		(5,751)
Equity in income from unconsolidated joint ventures	234		281		(47)
Income before income tax expense	5,055		10,853		(5,798)
Income tax expense	(309)		(339)		30
Net income	4,746		10,514		(5,768)
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interest in the Operating Partnership	2		(17)		19
Noncontrolling interest in consolidated joint ventures	189		148		41
Net income attributable to RLJ	4,937		10,645		(5,708)
Preferred dividends	(6,279)		(6,279)		—
Net (loss) income attributable to common shareholders	$	(1,342)	$	4,366	$	(5,708)

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Revenues

Total revenues increased $9.9 million to $324.4 million for the three months ended March 31, 2024 from $314.5 million for the three months ended March 31, 2023. The increase was the result of a $5.8 million increase in room revenue, a $2.4 million increase in food and beverage revenue, and a $1.7 million increase in other revenue.

Room Revenue

Room revenue increased $5.8 million to $266.6 million for the three months ended March 31, 2024 from $260.8 million for the three months ended March 31, 2023.  The increase was primarily due to an increase in business travel and the ramp up of our recently converted and renovated hotels.

The following are the quarter-to-date key hotel operating statistics:

	For the three months ended March 31,
	2024			2023
Occupancy	69.3		%	68.5		%
ADR	$	198.84		$	199.07
RevPAR	$	137.88		$	136.45

Food and Beverage Revenue

Food and beverage revenue increased $2.4 million to $35.7 million for the three months ended March 31, 2024 from $33.3 million for the three months ended March 31, 2023. The increase in food and beverage revenue was primarily due to an increase in banquet and catering revenues and the ramping up of our recently converted and renovated hotels.

Other Revenue

Other revenue increased $1.7 million to $22.1 million for the three months ended March 31, 2024 from $20.4 million for the three months ended March 31, 2023.  The increase in other revenue was primarily due to an increase in parking and resort fees.

Property Operating Expenses

Property operating expenses increased $12.5 million to $213.5 million for the three months ended March 31, 2024 from $201.0 million for the three months ended March 31, 2023.

The components of our property operating expenses were as follows (in thousands):

	For the three months ended March 31,
	2024		2023		$ Change
Room expense	$	69,386	$	66,051	$	3,335
Food and beverage expense	28,627		26,137		2,490
Management and franchise fee expense	25,655		26,182		(527)
Other operating expenses	89,809		82,624		7,185
Total property operating expenses	$	213,477	$	200,994	$	12,483

The increase in property operating expenses was primarily due to increases in wages and benefits, as well as sales and marketing and other expenses.

Property Tax, Insurance and Other

Property tax, insurance and other expense increased $3.2 million to $27.8 million for the three months ended March 31, 2024 from $24.6 million for the three months ended March 31, 2023.  The increase was primarily attributable to an increase in property taxes and insurance premiums.

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General and Administrative

General and administrative expense increased $1.4 million to $15.1 million for the three months ended March 31, 2024 from $13.7 million for the three months ended March 31, 2023. The increase was attributable to an increase in non-cash compensation of $0.7 million, an increase in cash compensation related to a new executive, and increases in employee benefits and professional fees.

Other Income, net

Other income, net increased $2.3 million to $3.2 million for the three months ended March 31, 2024 from $0.8 million for the three months ended March 31, 2023. The increase was primarily attributable to the receipt of certain COVID-19 relief awards during the three months ended March 31, 2024.

Interest Income

Interest income increased $1.1 million to $4.8 million for the three months ended March 31, 2024 from $3.7 million for the three months ended March 31, 2023. The increase was attributable to our corporate and hotel-level cash earning higher interest rates due to increases in the federal funds rate, which was partially offset by the impact of a lower average cash balance during the three months ended March 31, 2024.

Interest Expense

Interest expense increased $2.3 million to $26.5 million for the three months ended March 31, 2024 from $24.1 million for the three months ended March 31, 2023. The increase was attributable to higher interest rates on our unhedged variable rate debt combined with an increase in the amount of our debt that was unhedged. The components of our interest expense for the three months ended March 31, 2024 and 2023 were as follows (in thousands):

	For the three months ended March 31,
	2024		2023		$ Change
Senior Notes	$	9,688	$	9,688	$	—
Revolver and Term Loans	9,060		8,543		517
Mortgage loans	5,656		3,943		1,713
Amortization of deferred financing costs	1,572		1,474		98
Non-cash interest expense related to interest rate hedges	482		482		—
Total interest expense	$	26,458	$	24,130	$	2,328

Non-GAAP Financial Measures

We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) EBITDAre and (5) Adjusted EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of our operating performance. FFO, Adjusted FFO, EBITDA, EBITDAre, and Adjusted EBITDA, as calculated by us, may not be comparable to FFO, Adjusted FFO, EBITDA, EBITDAre and Adjusted EBITDA as reported by other companies that do not define such terms exactly as we define such terms.

Funds From Operations

We calculate funds from operations ("FFO") in accordance with standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which defines FFO as net income or loss, excluding gains or losses from sales of real estate, impairment, the cumulative effect of changes in accounting principles, plus depreciation and amortization, and adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. We believe that the presentation of FFO provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common shareholders. Our calculation of FFO may not be

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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 shareholders, which includes our OP units, because our OP units may be redeemed for common shares. We believe it is meaningful for the investor to understand FFO attributable to all common shares and OP units.

We further adjust FFO for certain additional items that are not in NAREIT’s definition of FFO, such as transaction costs, pre-opening costs, gains or losses on extinguishment of indebtedness, non-cash income tax expense or benefit, amortization of share-based compensation, non-cash interest expense related to discontinued interest rate hedges, derivative gains or losses in accumulated other comprehensive income reclassified to earnings, and certain other income or expenses that we consider outside the normal course of operations. We believe that Adjusted FFO provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income and FFO, is beneficial to an investor’s understanding of our operating performance. 

The following table is a reconciliation of our GAAP net income to FFO attributable to common shareholders and unitholders and Adjusted FFO attributable to common shareholders and unitholders for the three months ended March 31, 2024 and 2023 (in thousands):

	For the three months ended March 31,
	2024		2023
Net income	$	4,746	$	10,514
Preferred dividends	(6,279)		(6,279)
Depreciation and amortization	44,679		44,996
Noncontrolling interest in consolidated joint ventures	189		148
Adjustments related to consolidated joint venture (1)	(46)		(43)
Adjustments related to unconsolidated joint venture (2)	229		237
FFO	43,518		49,573
Transaction costs	14		20
Pre-opening costs (3)	75		222
Amortization of share-based compensation	6,434		5,692
Non-cash interest expense related to discontinued interest rate hedges	482		482
Other expenses (4)	1,331		91
Adjusted FFO	$	51,854	$	56,080

(1)Includes depreciation and amortization expense allocated to the noncontrolling interest in the consolidated joint venture.

(2)Includes our ownership interest in the depreciation and amortization expense of the unconsolidated joint venture.

(3)Represents expenses related to the brand conversions of certain hotel properties prior to opening.

(4)Represents expenses and income outside of the normal course of operations.

EBITDA and EBITDAre

EBITDA is defined as net income or loss excluding: (1) interest expense; (2) income tax expense; and (3) depreciation and amortization expense. We consider EBITDA useful to an investor 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 expense) from our operating results.  In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and disposals.

In addition to EBITDA, we present EBITDAre in accordance with NAREIT guidelines, which defines EBITDAre as net income or loss excluding interest expense, income tax expense, depreciation and amortization expense, gains or losses from sales of real estate, impairment, and adjustments for unconsolidated joint ventures. We believe that the presentation of EBITDAre provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs.

We also present Adjusted EBITDA, which includes additional adjustments for items such as transaction costs, pre-opening costs, gains or losses on extinguishment of indebtedness, amortization of share-based compensation, derivative gains or losses in accumulated other comprehensive income reclassified to earnings, and certain other income or expenses that we consider

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outside the normal course of operations. We believe that Adjusted EBITDA provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income, EBITDA, and EBITDAre, is beneficial to an investor’s understanding of our operating performance.

The following table is a reconciliation of our GAAP net income to EBITDA, EBITDAre and Adjusted EBITDA for the three months ended March 31, 2024 and 2023 (in thousands):

	For the three months ended March 31,
	2024		2023
Net income	$	4,746	$	10,514
Depreciation and amortization	44,679		44,996
Interest expense, net of interest income	21,671		20,466
Income tax expense	309		339
Adjustments related to unconsolidated joint venture (1)	335		345
EBITDA and EBITDAre	71,740		76,660
Transaction costs	14		20
Pre-opening costs (2)	75		222
Amortization of share-based compensation	6,434		5,692
Other expenses (3)	1,331		91
Adjusted EBITDA	$	79,594	$	82,685

(1)Includes our ownership interest in the interest, depreciation, and amortization expense of the unconsolidated joint venture.

(2)Represents expenses related to the brand conversions of certain hotel properties prior to opening.

(3)Represents expenses and income outside of the normal course of operations.

Liquidity and Capital Resources

Our liquidity requirements consist primarily of the funds necessary to pay for operating expenses and other expenditures directly associated with our hotel properties, including:

•funds necessary to pay for the costs of acquiring hotel properties;

•redevelopments, conversions, renovations and other capital expenditures that need to be made periodically to our hotel properties;

•recurring maintenance and capital expenditures necessary to maintain our hotel properties in accordance with brand standards;

•interest expense and scheduled principal payments on outstanding indebtedness;

•distributions on common and preferred shares; and

•corporate and other general and administrative expenses.

As of March 31, 2024, we had $391.0 million of cash, cash equivalents, and restricted cash reserves as compared to $555.3 million at December 31, 2023.

Sources and Uses of Cash

Cash flows from Operating Activities

The net cash flow provided by operating activities totaled $20.8 million and $42.0 million for the three months ended March 31, 2024 and 2023, respectively. Our cash flows provided by operating activities generally consist of the net cash generated by our hotel operations, the cash paid for corporate expenses and other working capital changes. Refer to the "Results of Operations" section for further discussion of our operating results for the three months ended March 31, 2024 and 2023.

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Cash flows from Investing Activities

The net cash flow used in investing activities totaled $158.0 million for the three months ended March 31, 2024 primarily due to a $122.7 million acquisition of a fee simple interest in our Wyndham Boston Beacon Hill hotel property, $33.8 million in capital improvements and additions to our hotel properties and other assets, and a purchase deposit of $1.5 million.

The net cash flow used in investing activities totaled $32.6 million for the three months ended March 31, 2023 due to

capital improvements and additions to our hotel properties.

Cash flows from Financing Activities

The net cash flow used in financing activities totaled $27.2 million for the three months ended March 31, 2024 primarily due to $1.3 million paid to repurchase common shares under a share repurchase program, $21.9 million in distributions to shareholders and unitholders, and $4.0 million paid to repurchase common shares to satisfy employee tax withholding requirements.

The net cash flow used in financing activities totaled $40.2 million for the three months ended March 31, 2023 primarily

due to $94.0 million in repayment of Term Loans, $24.5 million paid to repurchase common shares under a share

repurchase program, $14.4 million in distributions to shareholders and unitholders, $1.9 million paid to repurchase common

shares to satisfy employee tax withholding requirements, and $0.3 million in deferred financing cost payments. The net cash

flow used in financing activities was partially offset by $95.0 million in borrowing on a Term Loan.

Capital Expenditures and Reserve Funds

We maintain each of our hotel properties in good repair and condition and in conformity with applicable laws and regulations, franchise agreements and management agreements. The cost of routine improvements and alterations are paid out of FF&E reserves, which are funded by a portion of each hotel property’s gross revenues. Routine capital expenditures may be 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 hotel properties.

From time to time, certain of our hotel properties may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guestrooms, public space, meeting space, and/or restaurants, in order to better compete with other hotels and alternative lodging options in our markets. In addition, upon acquisition of a hotel property we often are required to complete a property improvement plan in order to bring the hotel up to the respective franchisor’s standards. If permitted by the terms of the management agreement, funding for a renovation will first come from the FF&E reserves. To the extent that the FF&E reserves are not available or sufficient to cover the cost of the renovation, we will fund all or the remaining portion of the renovation with cash and cash equivalents on hand, our Revolver and/or other sources of available liquidity.

With respect to some of our hotels that are operated under franchise agreements with major national hotel brands and for some of our hotels subject to first mortgage liens, we are obligated to maintain FF&E reserve accounts for future capital expenditures at these hotels. The amount funded into each of these reserve accounts is generally determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents for each of the respective hotels, and typically ranges between 3.0% and 5.0% of the respective hotel’s total gross revenue. As of March 31, 2024, approximately $35.8 million was held in FF&E reserve accounts for future capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk includes the risks that arise from changes in interest rates, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our variable rate debt. As of March 31, 2024, we had approximately $1.2 billion of total variable rate debt outstanding (or 54.1% of total indebtedness) with a weighted-average interest rate of 4.62% per annum. After taking into consideration the effect of interest rate swaps, 81.8% of our total indebtedness was fixed or effectively fixed. As of March 31, 2024, if market interest rates on our variable rate debt not subject to interest rate swaps were to increase by 1.00%, or 100 basis points, interest expense would decrease future earnings and cash flows by approximately $4.1 million annually, taking into account our existing contractual hedging arrangements.

Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable. We have entered into

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derivative financial instruments such as interest rate swaps to mitigate our interest rate risk or to effectively lock the interest rate on a portion of our variable rate debt. We do not enter into derivative or interest rate transactions for speculative purposes.

The following table provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations outstanding as of March 31, 2024, the following table presents the principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands):

	2024			2025			2026			2027			2028			Thereafter			Total
Fixed rate debt (1)(2)	$	—		$	—		$	500,000		$	—		$	—		$	525,000		$	1,025,000
Weighted-average interest rate	—		%	—		%	3.75		%	—		%	—		%	4.05		%	3.90		%
Variable rate debt (1)(3)	$	200,000		$	581,000		$	425,000		$	—		$	—		$	—		$	1,206,000
Weighted-average interest rate (3)(4)	5.94		%	4.74		%	3.84		%	—		%	—		%	—		%	4.62		%
Total	$	200,000		$	581,000		$	925,000		$	—		$	—		$	525,000		$	2,231,000

(1)Excludes $3.1 million, $0.1 million and $7.7 million of net deferred financing costs on the Term Loans, mortgage loans and Senior Notes, respectively.

(2)Excludes $1.7 million related to a fair value adjustment on debt.

(3)The principal repayments and weighted-average interest rate for 2024 exclude the mortgage loans for which we exercised our one-year extension options in April 2024 and include the mortgage loan we fully repaid in April 2024 using $200.0 million in borrowings under our Revolver.

(4)The weighted-average interest rate gives effect to interest rate swaps, as applicable.

Our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, prevailing interest rates and our hedging strategies at that time.

Changes in market interest rates on our fixed rate debt impact the fair value of our debt, but such changes have no impact on our consolidated financial statements. As of March 31, 2024, the estimated fair value of our fixed rate debt was $942.1 million, which was based on having the same debt service requirements that could have been borrowed at the date presented, at prevailing current market interest rates. If interest rates were to rise by 1.00%, or 100 basis points, and our fixed rate debt balance remained constant, we expect the fair value of our debt would decrease by approximately $32.5 million.

Item 4.            Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management, under the supervision and participation of the Company's Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2024.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15 and 15d-15 of the Exchange Act) during the period ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.        Legal Proceedings

The nature of the operations of our hotels exposes our hotel properties, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. Other than routine litigation arising out of the ordinary course of business, the Company is not presently subject to any material litigation nor, to the Company's knowledge, is any material litigation threatened against the Company.

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Item 1A.            Risk Factors

For a discussion of our potential risks and uncertainties, please refer to the "Risk Factors" section in our Annual Report, which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors previously disclosed in our Annual Report.

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

Unregistered Sales of Equity Securities

The Company did not sell any securities during the quarter ended March 31, 2024 that were not registered under the Securities Act.

Issuer Purchases of Equity Securities

The following table summarizes all of the share repurchases during the three months ended March 31, 2024:

Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs (2)
January 1, 2024 through January 31, 2024	105,511	$	11.86	105,511	18,365,987
February 1, 2024 through February 29, 2024	227,510	$	11.61	—	17,917,281
March 1, 2024 through March 31, 2024	118,360	$	11.75	—	17,993,074
Total	451,381			105,511

(1)Includes surrendered common shares owned by certain employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares of beneficial interest issued under the 2021 Plan.

(2)A share repurchase program to acquire up to an aggregate of $250.0 million of common and preferred shares

was approved in April 2023 and is set to expire on May 8, 2024 (the "2023 Share Repurchase Program"). The maximum number of shares that may yet be repurchased under the 2023 Share Repurchase Program is calculated by dividing the total dollar amount available to repurchase shares by the closing price of our common shares on the last business day of the respective month.

Item 3.                     Defaults Upon Senior Securities

None.

Item 4.                     Mine Safety Disclosures

Not applicable.

Item 5.                     Other Information

Rule 10b5-1 Trading Plans

During the three months ended March 31, 2024, none of the Company’s trustees or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement."

31

Item 6.                     Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are noted below:

Exhibit Index

Exhibit Number	Description of Exhibit
3.1	Articles of Amendment and Restatement of Declaration of Trust of RLJ Lodging Trust (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Registrant's Registration Statement on Form S-11 (File. No. 333-172011) filed on May 5, 2011)
3.2	Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust of RLJ Lodging Trust (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on May 7, 2015)
3.3	Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust of RLJ Lodging Trust (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2016)
3.4	Articles Supplementary to Articles of Amendment and Restatement of Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on February 26, 2015)
3.5	Articles Supplementary designating RLJ Lodging Trust’s $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share (incorporated by reference to Exhibit 3.5 to the Registrant’s Form 8-A filed on August 30, 2017)
3.6	Third Amended and Restated Bylaws of RLJ Lodging Trust (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on May 5, 2016)
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document	Submitted electronically with this report
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Submitted electronically with this report
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document	Submitted electronically with this report
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically with this report
101.LAB	Inline XBRL Taxonomy Label Linkbase Document	Submitted electronically with this report
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document	Submitted electronically with this report
104	Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)	Submitted electronically with this report

 *Filed herewith

32

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.

	RLJ LODGING TRUST
Dated: May 2, 2024	/s/ LESLIE D. HALE
	Leslie D. Hale
	President and Chief Executive Officer
Dated: May 2, 2024	/s/ SEAN M. MAHONEY
	Sean M. Mahoney
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)
Dated: May 2, 2024	/s/ CHRISTOPHER A. GORMSEN
	Christopher A. Gormsen
	Senior Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

33

EX-31.1

EXHIBIT 31.1

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

I, Leslie D. Hale, certify that:

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

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

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

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

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

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

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

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

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

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

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

	RLJ LODGING TRUST
Dated: May 2, 2024	/s/ LESLIE D. HALE
	Leslie D. Hale
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

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

I, Sean M. Mahoney, certify that:

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

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

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

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

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

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

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

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

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

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

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

	RLJ LODGING TRUST
Dated: May 2, 2024	/s/ SEAN M. MAHONEY
	Sean M. Mahoney
	Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification Pursuant To

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of RLJ Lodging Trust (the “Company”) on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leslie D. Hale, President and Chief Executive Officer of the Company, and I, Sean M. Mahoney, Executive Vice President and Chief Financial Officer of the Company, certify, to our knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

	RLJ LODGING TRUST
Dated: May 2, 2024	/s/ LESLIE D. HALE
	Leslie D. Hale
	President and Chief Executive Officer
	/s/ SEAN M. MAHONEY
	Sean M. Mahoney
	Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	Apr. 25, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-35169
Entity Registrant Name	RLJ LODGING TRUST
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	27-4706509
Entity Address, Address Line One	7373 Wisconsin Avenue
Entity Address, Address Line Two	Suite 1500
Entity Address, City or Town	Bethesda,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	280-7777
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		155,900,602
Entity Central Index Key	0001511337
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Shares of beneficial interest, par value $0.01 per share
Trading Symbol	RLJ
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	$1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share
Trading Symbol	RLJ-A
Security Exchange Name	NYSE

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Investment in hotel properties, net	$ 4,249,341	$ 4,136,216
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	7,632	7,398
Cash and cash equivalents	350,237	516,675
Restricted cash reserves	40,721	38,652
Hotel and other receivables, net of allowance of $270 and $265, respectively	26,754	26,163
Operating lease right of use asset	132,276	136,140
Prepaid expense and other assets	82,896	58,051
Total assets	4,889,857	4,919,295
Liabilities and Equity
Debt, net	2,221,833	2,220,778
Accounts payable and other liabilities	138,634	147,819
Contract with Customer, Liability	36,140	32,281
Operating lease liability	120,290	122,588
Accrued interest	12,824	22,539
Distributions payable	22,570	22,500
Total liabilities	2,552,291	2,568,505
Commitments and Contingencies (Note 10)
Shareholders’ equity:
Series A Cumulative Convertible Preferred Shares, $0.01 par value, 12,950,000 shares authorized; 12,879,475 shares issued and outstanding, liquidation value of $328,266, at March 31, 2024 and December 31, 2023	366,936	366,936
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 155,819,434 and 155,297,829 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	1,558	1,553
Additional paid-in capital	3,002,588	3,000,894
Retained Earnings	(1,072,125)	(1,055,183)
Accumulated other comprehensive income	24,944	22,662
Total shareholders’ equity	2,323,901	2,336,862
Noncontrolling interests:
Noncontrolling interest in the Operating Partnership	6,220	6,294
Noncontrolling interest in consolidated joint ventures	7,445	7,634
Total noncontrolling interests	13,665	13,928
Total equity	2,337,566	2,350,790
Total liabilities and equity	$ 4,889,857	$ 4,919,295

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Hotel and other receivables, allowance	$ 270	$ 265
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred shares of beneficial interest, shares authorized	50,000,000	50,000,000
Preferred Stock, Liquidation Preference, Value	$ 328,266	$ 328,266
Common shares of beneficial interest, par value (in dollars per share)	$ 0.01	$ 0.01
Common shares of beneficial interest, shares authorized	450,000,000	450,000,000
Common shares of beneficial interest, shares issued	155,819,434	155,297,829
Common shares of beneficial interest, shares outstanding	155,819,434	155,297,829
Series A Cumulative Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred shares of beneficial interest, shares authorized	12,950,000	12,950,000
Preferred shares of beneficial interest, shares issued	12,879,475	12,879,475
Preferred shares of beneficial interest, shares outstanding	12,879,475	12,879,475

XML

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues
Total revenues	$ 324,410	$ 314,503
Expenses
Operating Costs and Expenses	213,477	200,994
Depreciation and amortization	44,679	44,996
Property tax, insurance and other	27,834	24,648
General and administrative	15,105	13,656
Transaction costs	14	20
Total operating expenses	301,109	284,314
Other income, net	3,191	849
Interest income	4,787	3,664
Interest expense	(26,458)	(24,130)
Income before equity in income from unconsolidated joint ventures	4,821	10,572
Equity in income from unconsolidated joint ventures	234	281
Income before income tax expense	5,055	10,853
Income tax expense	(309)	(339)
Net income	4,746	10,514
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interest in the Operating Partnership	2	(17)
Noncontrolling interest in consolidated joint ventures	189	148
Net income attributable to RLJ	4,937	10,645
Preferred dividends	(6,279)	(6,279)
Net (loss) income attributable to common shareholders	$ (1,342)	$ 4,366
Basic per common share data:
Net (loss) income per share attributable to common shareholders - basic	$ (0.01)	$ 0.03
Weighted-average number of common shares - basic (in shares)	152,970,215	159,483,268
Diluted per common share data:
Net (loss) income per share attributable to common shareholders - diluted	$ (0.01)	$ 0.03
Weighted-average number of common shares - diluted (in shares)	152,970,215	160,143,748
Comprehensive income:
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 4,746	$ 10,514
Unrealized gain (loss) on interest rate derivatives	2,282	(6,416)
Comprehensive income	7,028	4,098
Noncontrolling interest in the Operating Partnership	2	(17)
Noncontrolling interest in consolidated joint ventures	189	148
Comprehensive income attributable to RLJ	7,219	4,229
Accumulated Other Comprehensive Income
Comprehensive income:
Unrealized gain (loss) on interest rate derivatives	2,282	(6,416)
Room Revenue
Revenues
Revenue from Contract with Customer, Excluding Assessed Tax	266,630	260,832
Expenses
Operating Costs and Expenses	69,386	66,051
Food and Beverage Revenue
Revenues
Revenue from Contract with Customer, Excluding Assessed Tax	35,689	33,288
Expenses
Operating Costs and Expenses	28,627	26,137
Other Revenue
Revenues
Revenue from Contract with Customer, Excluding Assessed Tax	22,091	20,383
Expenses
Operating Costs and Expenses	89,809	82,624
Management And Franchise Fee Expense
Expenses
Operating Costs and Expenses	$ 25,655	$ 26,182

XML

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Series A Cumulative Preferred Stock [Member]	Common Stock	Additional Paid-in-Capital	Retained Earnings (Distributions in excess of net earnings)	Accumulated Other Comprehensive Income	Operating Partnership	Consolidated Joint Venture
Balance (in shares) at Dec. 31, 2022		12,879,475	162,003,533
Balance at Dec. 31, 2022	$ 2,428,646	$ 366,936	$ 1,620	$ 3,054,958	$ (1,049,441)	$ 40,591	$ 6,313	$ 7,669
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent	10,645
Net income (loss)	10,514				10,645		17	(148)
Unrealized gain (loss) on interest rate derivatives	(6,416)					(6,416)
Issuance of restricted stock (in shares)			640,407
Issuance of restricted stock	0		$ 6	(6)
Amortization of share-based compensation	6,131			6,131
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock (in shares)			(162,749)
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	(1,889)		$ (1)	(1,888)
Shares acquired as part of a share repurchase program	(24,537)		$ (24)	(24,513)
Shares acquired as part of a share repurchase program (in shares)			(2,401,853)
Forfeiture of restricted stock (in shares)			(1,554)
Restricted Stock Award, Forfeitures	0
Dividends, Preferred Stock	(6,279)				(6,279)
Distributions on common shares and units	(12,930)				(12,864)		(66)
Balance (in shares) at Mar. 31, 2023		12,879,475	160,077,784
Balance at Mar. 31, 2023	2,393,240	$ 366,936	$ 1,601	3,034,682	(1,057,939)	34,175	6,264	7,521
Balance (in shares) at Dec. 31, 2023		12,879,475	155,297,829
Balance at Dec. 31, 2023	2,350,790	$ 366,936	$ 1,553	3,000,894	(1,055,183)	22,662	6,294	7,634
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent	4,937				4,937
Net income (loss)	4,746				4,937		(2)	(189)
Unrealized gain (loss) on interest rate derivatives	2,282					2,282
Issuance of restricted stock (in shares)			973,365
Issuance of restricted stock	0		$ 9	(9)
Amortization of share-based compensation	6,981			6,981
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock (in shares)			(345,870)
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	(4,031)		$ (3)	(4,028)
Shares acquired as part of a share repurchase program	(1,251)		$ (1)	(1,250)
Shares acquired as part of a share repurchase program (in shares)			(105,511)
Forfeiture of restricted stock (in shares)			(379)
Restricted Stock Award, Forfeitures	0
Dividends, Preferred Stock	(6,279)				(6,279)
Distributions on common shares and units	(15,672)				(15,600)		(72)
Balance (in shares) at Mar. 31, 2024		12,879,475	155,819,434
Balance at Mar. 31, 2024	$ 2,337,566	$ 366,936	$ 1,558	$ 3,002,588	$ (1,072,125)	$ 24,944	$ 6,220	$ 7,445

XML

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net income (loss)	$ 4,746,000	$ 10,514,000
Adjustments to reconcile net income to cash flow provided by operating activities:
Depreciation and amortization	44,679,000	44,996,000
Amortization of deferred financing costs	1,572,000	1,474,000
Other amortization	1,466,000	1,086,000
Equity in income from unconsolidated joint ventures	(234,000)	(281,000)
Amortization of share-based compensation	6,434,000	5,692,000
Changes in assets and liabilities:
Hotel and other receivables, net	(591,000)	(2,650,000)
Prepaid expense and other assets	(24,434,000)	(4,782,000)
Accounts payable and other liabilities	(7,015,000)	(8,603,000)
Advance deposits and deferred revenue	3,859,000	4,135,000
Accrued interest	(9,715,000)	(9,563,000)
Net cash flow provided by operating activities	20,767,000	42,018,000
Cash flows from investing activities
Payments to Acquire Real Estate Held-for-investment	122,679,000	0
Improvements and additions to hotel properties and other assets	(33,794,000)	(32,634,000)
Increase (Decrease) in Purchase Deposit, Investing Activities	1,500,000	0
Net cash flow used in investing activities	(157,973,000)	(32,634,000)
Cash flows from financing activities
Borrowing on Term Loan	0	95,000,000
Repayments of Term Loans	0	(94,006,000)
Repurchase of common shares under share repurchase programs	(1,251,000)	(24,537,000)
Repurchase of common shares to satisfy employee tax withholding requirements	(4,031,000)	(1,889,000)
Distributions on preferred shares	(6,279,000)	(6,279,000)
Distributions on common shares	(15,530,000)	(8,100,000)
Distributions on Operating Partnership units	(72,000)	(40,000)
Payments of deferred financing costs	0	(343,000)
Net cash flow used in financing activities	(27,163,000)	(40,194,000)
Net change in cash, cash equivalents, and restricted cash reserves	(164,369,000)	(30,810,000)
Cash, cash equivalents, and restricted cash reserves, beginning of year	555,327,000	536,386,000
Cash, cash equivalents, and restricted cash reserves, end of period	$ 390,958,000	$ 505,576,000

XML

General

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General

Organization

RLJ Lodging Trust (the "Company") was formed as a Maryland real estate investment trust ("REIT") on January 31, 2011. The Company is a self-advised and self-administered REIT that owns primarily premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. The Company elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2011.

Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through, RLJ Lodging Trust, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of March 31, 2024, there were 156,591,265 units of limited partnership interest in the Operating Partnership ("OP units") outstanding and the Company owned, through a combination of direct and indirect interests, 99.5% of the outstanding OP units.

As of March 31, 2024, the Company owned 97 hotel properties with approximately 21,400 rooms, located in 23 states and the District of Columbia.  The Company, through wholly-owned subsidiaries, owned a 100% interest in 95 of its hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. The Company consolidates its real estate interests in the 96 hotel properties in which it holds a controlling interest, and the Company records the real estate interest in the one hotel property in which it holds an indirect 50% non-controlling interest using the equity method of accounting. The Company leases 96 of the 97 hotel properties to its taxable REIT subsidiaries ("TRSs"), of which the Company owns a controlling financial interest.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

The Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC") on February 27, 2024 (the "Annual Report"), contains a discussion of the Company's significant accounting policies. Other than noted below, there have been no significant changes to the Company's significant accounting policies since December 31, 2023.

Basis of Presentation and Principles of Consolidation

The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the SEC applicable to financial information. The unaudited financial statements include all adjustments of a normal recurring nature that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive income, statements of changes in equity and statements of cash flows.

The unaudited 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 Annual Report.

The consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interest in one hotel property in which it holds a 50% non-controlling interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior year amounts in these financial statements have been reclassified to conform to the current year presentation with no impact to net income and comprehensive income, shareholders’ equity or cash flows.

Use of Estimates

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

Recently Issued Accounting Pronouncements and Disclosure Rules

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. It also requires disclosure of the amount and description of the composition of other segment items, as well as interim disclosures of a reportable segment’s profit or loss and assets. The ASU also applies to entities with a single reportable segment. The new standard 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 this guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company beginning January 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and related disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. In April 2024, the SEC stayed the final climate rules pending the completion of judicial review of an Eighth Circuit challenge seeking to vacate the rules. This rule would require registrants to disclose certain climate-related information in registration statements and annual reports. The disclosure requirements would apply to the Company's fiscal year beginning January 1, 2025. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures.

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Investment in Hotel Properties

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Investment in Hotel Properties

Investment in Hotel Properties

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

	March 31, 2024		December 31, 2023
Land and improvements	$	1,125,650	$	998,417
Buildings and improvements	4,133,900		4,117,210
Furniture, fixtures and equipment	812,236		798,410
	6,071,786		5,914,037
Accumulated depreciation	(1,822,445)		(1,777,821)
Investment in hotel properties, net	$	4,249,341	$	4,136,216

For the three months ended March 31, 2024 and 2023, the Company recognized depreciation expense related to its investment in hotel properties of approximately $44.6 million and $45.0 million, respectively.

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Acquisition

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Acquisition

Acquisition

On January 29, 2024, the Company acquired the fee simple interest in its Wyndham Boston Beacon Hill hotel property in Boston, Massachusetts, which was previously owned via a leasehold interest that was subject to a ground lease, for a purchase price of approximately $125.0 million. The acquisition was accounted for as an asset acquisition, whereby approximately $0.2 million of transaction costs were capitalized as part of the cost of the acquisition. The existing right-of-use asset of $1.3 million, lease liability of $0.1 million and $125.2 million cost of the acquisition were recorded as land in the accompanying consolidated balance sheet.

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Revenue

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

	For the three months ended March 31, 2024								For the three months ended March 31, 2023
	Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue		Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue
South Florida	$	40,349	$	5,859	$	3,124	$	49,332	$	38,540	$	5,424	$	2,322	$	46,286
Northern California	34,737		4,309		1,907		40,953		34,812		3,463		1,988		40,263
Southern California	30,542		4,226		3,139		37,907		28,931		3,872		2,916		35,719
Houston	12,371		912		1,109		14,392		11,599		889		1,163		13,651
New York City	11,676		1,363		686		13,725		11,006		1,204		662		12,872
Louisville	8,270		4,117		817		13,204		8,154		3,393		768		12,315
Washington DC	12,391		138		550		13,079		12,507		187		555		13,249
Austin	10,438		1,192		843		12,473		11,620		1,613		928		14,161
Charleston	8,864		2,608		874		12,346		7,769		2,022		788		10,579
Chicago	9,361		2,117		677		12,155		9,442		2,208		670		12,320
Other	87,631		8,848		8,365		104,844		86,452		9,013		7,623		103,088
Total	$	266,630	$	35,689	$	22,091	$	324,410	$	260,832	$	33,288	$	20,383	$	314,503

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Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt

The Company's debt consisted of the following (in thousands):

	March 31, 2024		December 31, 2023
Senior Notes, net	$	992,263	$	991,672
Revolver	—		—
Term Loans, net	821,914		821,443
Mortgage loans, net	407,656		407,663
Debt, net	$	2,221,833	$	2,220,778

Senior Notes

The Company's senior notes (collectively, the "Senior Notes") consisted of the following (dollars in thousands):

			Carrying Value at
	Interest Rate	Maturity Date	March 31, 2024		December 31, 2023
2029 Senior Notes (1)	4.00%	September 2029	$	500,000	$	500,000
2026 Senior Notes (1)	3.75%	July 2026	500,000		500,000
			1,000,000		1,000,000
Deferred financing costs, net			(7,737)		(8,328)
Total senior notes, net			$	992,263	$	991,672

(1)Requires payment of interest only through maturity.

The indentures governing the Senior Notes contain customary covenants that limit the Operating Partnership’s ability and,

in certain instances, the ability of its subsidiaries, to incur additional debt, create liens on assets, make distributions and pay

dividends, make certain types of investments, issue guarantees of indebtedness, and make certain restricted payments. These

limitations are subject to a number of exceptions and qualifications set forth in the indentures.

A summary of the various restrictive covenants for the Senior Notes are as follows:

	Covenant	Compliance
Maintenance Covenant
Unencumbered Asset to Unencumbered Debt Ratio	> 150.0%	Yes
Incurrence Covenants
Consolidated Indebtedness less than Adjusted Total Assets	< .65x	Yes
Consolidated Secured Indebtedness less than Adjusted Total Assets	< .45x	Yes
Interest Coverage Ratio	> 1.5x	Yes

Revolver and Term Loans

The Company has the following unsecured credit agreements in place:

•$600.0 million revolving credit facility with a scheduled maturity date of May 10, 2027 and either a one-year extension option or up to two six-month extension options if certain conditions are satisfied (the "Revolver");

•$400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025");

•$200.0 million term loan with a scheduled maturity date of January 31, 2026 and two one-year extension options if certain conditions are satisfied (the "$200 Million Term Loan Maturing 2026"); and

•$225.0 million term loan with a scheduled maturity date of May 10, 2026 and two one-year extension options if certain conditions are satisfied (the "$225 Million Term Loan Maturing 2026").

The $400 Million Term Loan Maturing 2025, the $200 Million Term Loan Maturing 2026, and the $225 Million Term Loan Maturing 2026 are collectively referred to as the "Term Loans."

The Company's unsecured credit agreements consisted of the following (dollars in thousands):

			Carrying Value at
	Interest Rate at March 31, 2024 (1)	Maturity Date	March 31, 2024		December 31, 2023
Revolver (2)	—%	May 2027	$	—	$	—
$400 Million Term Loan Maturing 2025	4.48%	May 2025	400,000		400,000
$200 Million Term Loan Maturing 2026	4.82%	January 2026 (3)	200,000		200,000
$225 Million Term Loan Maturing 2026	2.97%	May 2026 (3)	225,000		225,000
			825,000		825,000
Deferred financing costs, net (4)			(3,086)		(3,557)
Total Revolver and Term Loans, net			$	821,914	$	821,443

(1)Interest rate at March 31, 2024 gives effect to interest rate hedges.

(2)There was $600.0 million of capacity on the Revolver at both March 31, 2024 and December 31, 2023. The Company has the ability to extend the maturity date for an additional one-year period or up to two six-month periods ending May 2028 if certain conditions are satisfied. In April 2024, the Company borrowed $200.0 million under the Revolver and utilized the proceeds to repay a $200.0 million maturing mortgage loan, reducing the remaining capacity on the Revolver to $400.0 million.

(3)This Term Loan includes two one-year extension options at the Company's discretion, subject to certain conditions.

(4)Excludes $5.2 million and $5.6 million as of March 31, 2024 and December 31, 2023, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets.

The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows:

	Covenant	Compliance
Leverage ratio (1)	<= 7.25x	Yes
Fixed charge coverage ratio (2)	>= 1.50x	Yes
Secured indebtedness ratio	<= 45.0%	Yes
Unencumbered indebtedness ratio	<= 60.0%	Yes
Unencumbered debt service coverage ratio	>= 2.00x	Yes

(1)Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements.

(2)Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid.

Mortgage Loans 

The Company's mortgage loans consisted of the following (dollars in thousands):

						Carrying Value at
	Number of Assets Encumbered	Interest Rate at March 31, 2024		Maturity Date		March 31, 2024		December 31, 2023
Mortgage loan (1)	7	5.94%	(3)	April 2024	(4)	$	200,000	$	200,000
Mortgage loan (1)	3	5.03%	(3)	April 2024	(5)	96,000		96,000
Mortgage loan (1)	4	5.61%	(3)	April 2024	(5)	85,000		85,000
Mortgage loan (2)	1	5.06%		January 2029		26,742		26,833
	15					407,742		407,833
Deferred financing costs, net						(86)		(170)
Total mortgage loans, net						$	407,656	$	407,663

(1)The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity.

(2)Includes $1.7 million and $1.8 million at March 31, 2024 and December 31, 2023, respectively, related to a fair value adjustment on this mortgage loan from purchase price allocation at hotel property acquisition. This mortgage loan requires payments of interest only through maturity.

(3)Interest rate at March 31, 2024 gives effect to interest rate hedges.

(4)In April 2024, the Company fully repaid this mortgage loan using a $200.0 million draw under its Revolver.

(5)This mortgage loan provides two one-year extension options, subject to certain conditions. In April 2024, the Company satisfied the conditions required to exercise the first one-year extension option on this mortgage loan to extend the maturity to April 2025, with a second one-year extension option still remaining.

Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. At March 31, 2024, all mortgage loans exceeded the minimum debt yield or DSCR thresholds.

Interest Expense

The components of the Company's interest expense consisted of the following (in thousands):

	For the three months ended March 31,
	2024		2023
Senior Notes	$	9,688	$	9,688
Revolver and Term Loans	9,060		8,543
Mortgage loans	5,656		3,943
Amortization of deferred financing costs	1,572		1,474
Non-cash interest expense related to interest rate hedges	482		482
Total interest expense	$	26,458	$	24,130

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Derivatives and Hedging Activities

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities

Derivatives and Hedging Activities

The following interest rate swaps have been designated as cash flow hedges (in thousands):

				Notional value at				Fair value at
Hedge type	Swap rate	Effective Date	Maturity Date	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Swap-cash flow-Daily SOFR	2.44%	January 2021	December 2023	$	—	$	75,000	$	—	$	—
Swap-cash flow-Daily SOFR	2.31%	January 2021	December 2023	—		75,000		—		—
Swap-cash flow-Daily SOFR	1.08%	April 2021	April 2024	50,000		50,000		305		827
Swap-cash flow-Daily SOFR	1.13%	April 2021	April 2024	50,000		50,000		302		819
Swap-cash flow-Daily SOFR	1.08%	April 2021	April 2024	50,000		50,000		306		829
Swap-cash flow-Daily SOFR	0.97%	April 2021	April 2024	50,000		50,000		313		849
Swap-cash flow-Daily SOFR	0.85%	April 2021	April 2024	25,000		25,000		161		436
Swap-cash flow-Daily SOFR	0.88%	April 2021	April 2024	25,000		25,000		160		434
Swap-cash flow-Daily SOFR	0.86%	April 2021	April 2024	25,000		25,000		161		436
Swap-cash flow-Daily SOFR	0.83%	April 2021	April 2024	25,000		25,000		162		439
Swap-cash flow-Term SOFR	4.37%	April 2023	April 2024	200,000		200,000		207		673
Swap-cash flow-Daily SOFR	0.77%	June 2020	December 2024	50,000		50,000		1,640		2,011
Swap-cash flow-Daily SOFR	0.63%	June 2020	December 2024	50,000		50,000		1,693		2,081
Swap-cash flow-Daily SOFR	1.16%	September 2021	September 2025	150,000		150,000		7,941		7,969
Swap-cash flow-Daily SOFR	0.56%	July 2021	January 2026	50,000		50,000		3,601		3,556
Swap-cash flow-Daily SOFR	2.95%	April 2024	April 2027	125,000		125,000		4,160		1,769
Swap-cash flow-Daily SOFR	2.85%	April 2024	April 2027	65,000		65,000		2,347		1,103
Swap-cash flow-Daily SOFR	2.75%	April 2024	April 2027	60,000		60,000		2,336		1,188
Swap-cash flow-Daily SOFR	3.70%	July 2024	July 2027	25,000		25,000		222		(254)
Swap-cash flow-Daily SOFR	3.45%	July 2024	July 2027	25,000		25,000		399		(77)
Swap-cash flow-Daily SOFR	3.71%	July 2024	July 2027	25,000		25,000		217		(259)
				$	1,125,000	$	1,275,000	$	26,633	$	24,829

 

As of March 31, 2024 and December 31, 2023, the aggregate fair value of the interest rate swap assets of $26.6 million and $25.4 million, respectively, was included in prepaid expense and other assets in the accompanying consolidated balance sheets. As of December 31, 2023, the aggregate fair value of the interest rate swap liabilities of $0.6 million was included in accounts payable and other liabilities in the accompanying consolidated balance sheets.

As of March 31, 2024 and December 31, 2023, there was approximately $24.9 million and $22.7 million, respectively, of unrealized gains included in accumulated other comprehensive income related to interest rate swaps. There was no ineffectiveness recorded during the three month periods ended March 31, 2024 or 2023. For the three months ended March 31, 2024 and 2023, gains of approximately $6.6 million and $6.0 million, respectively, included in accumulated other comprehensive income were reclassified into interest expense for the interest rate swaps. Approximately $15.5 million of the unrealized gains included in accumulated other comprehensive income at March 31, 2024 is expected to be reclassified into earnings within the next 12 months

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Fair Value

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value

Fair Value

Fair Value Measurement

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market.  The fair value hierarchy has three levels of inputs, both observable and unobservable:

•Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities.

•Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly.  Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

•Level 3 — Inputs are unobservable and corroborated by little or no market data.

Fair Value of Financial Instruments

The Company used the following market assumptions and/or estimation methods:

•Cash and cash equivalents, restricted cash reserves, hotel and other receivables, accounts payable and other liabilities — The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities. 

•Debt — The Company estimated the fair value of the Senior Notes by using publicly available trading prices, which are Level 1 inputs in the fair value hierarchy. The Company estimated the fair value of the Revolver and Term Loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms, which are Level 2 and Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the mortgage loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy.

The fair value of the Company's debt was as follows (in thousands):

	March 31, 2024				December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior Notes, net	$	992,263	$	920,425	$	991,672	$	928,750
Revolver and Term Loans, net	821,914		822,158		821,443		817,960
Mortgage loans, net	407,656		397,217		407,663		394,458
Debt, net	$	2,221,833	$	2,139,800	$	2,220,778	$	2,141,168

Recurring Fair Value Measurements

The following table presents the Company’s fair value hierarchy for those financial assets measured at fair value on a recurring basis as of March 31, 2024 (in thousands):

	Fair Value at March 31, 2024
	Level 1		Level 2		Level 3		Total
Interest rate swap asset	$	—	$	26,633	$	—	$	26,633
Total	$	—	$	26,633	$	—	$	26,633

The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 (in thousands):

	Fair Value at December 31, 2023
	Level 1		Level 2		Level 3		Total
Interest rate swap asset	$	—	$	25,419	$	—	$	25,419
Interest rate swap liability	—		(590)		—		(590)
Total	$	—	$	24,829	$	—	$	24,829

The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows for each derivative. The Company determined that the significant inputs, such as interest yield curves and discount rates, used to value its derivatives fall within Level 2 of the fair value hierarchy and that the credit valuation adjustments associated with the Company’s counterparties and its own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. As of March 31, 2024, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method.  Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss ("NOL"), capital loss and tax credit carryforwards.  The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled.  The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company is still continuing to provide a full valuation allowance against the deferred tax assets related to the NOL carryforwards of RLJ Lodging Trust Master TRS, Inc., the Company's primary TRS.

The Company had no accruals for tax uncertainties as of March 31, 2024 and December 31, 2023.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Restricted Cash Reserves

The Company is obligated to maintain cash reserve funds for future capital expenditures, real estate taxes, insurance, and debt obligations where lenders hold restricted cash due to cash trap events. The management agreements, franchise agreements and/or mortgage loan documents require the Company to reserve cash ranging typically from 3.0% to 5.0% of the individual hotel’s revenues for future capital expenditures (including the periodic replacement or refurbishment of FF&E). Any unexpended amounts will remain the property of the Company upon termination of the management agreements, franchise agreements or mortgage loan documents. As of March 31, 2024 and December 31, 2023, approximately $40.7 million and $38.7 million, respectively, was available in the restricted cash reserves for future capital expenditures, real estate taxes, and insurance.

Litigation

Neither the Company nor any of its subsidiaries is currently involved in any regulatory or legal proceedings that management believes will have a material and adverse effect on the Company's financial position, results of operations or cash flows.

Management Agreements

As of March 31, 2024, 96 of the Company's consolidated hotel properties were operated pursuant to management agreements with initial terms ranging from three to 25 years. This number includes 35 consolidated hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. Each management company receives a base management fee between 1.5% and 3.5% of hotel revenues. Management agreements that include the benefits of a franchise agreement incur a base management fee between 1.0% and 7.0% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the three months ended March 31, 2024 and 2023, the Company incurred management fee expense of approximately $9.9 million and $10.8 million, respectively.

Franchise Agreements

As of March 31, 2024, 59 of the Company’s consolidated hotel properties were operated under franchise agreements with initial terms ranging from one to 30 years. This number excludes 35 consolidated hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. In addition, two hotels are not operated with a hotel brand so they do not have franchise agreements. Franchise agreements allow the hotel properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee between 2.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee between 1.5% and 3.0% of food and beverage revenues. 

Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the three months ended March 31, 2024 and 2023, the Company incurred franchise fee expense of approximately $15.8 million and $15.4 million, respectively.

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Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity

Equity

Common Shares of Beneficial Interest

During the three months ended March 31, 2024 and 2023, the Company declared a cash dividend of $0.10 and $0.08 per common share, respectively.

During the three months ended March 31, 2024, the Company repurchased and retired approximately 0.1 million common shares for approximately $1.3 million. As of March 31, 2024, the Company's share repurchase program approved in 2023 had a remaining capacity of $212.7 million.

On April 26, 2024, the Company's board of trustees approved a new share repurchase program to acquire up to an

aggregate of $250.0 million of common and preferred shares from May 9, 2024 to May 8, 2025 (the "2024 Share Repurchase

Program").

During the three months ended March 31, 2023, the Company repurchased and retired approximately 2.4 million common shares for approximately $24.5 million.

Series A Preferred Shares

During the three months ended March 31, 2024 and 2023, the Company declared a cash dividend of $0.4875 on each Series A Preferred Share.

The Series A Preferred Shares are convertible, in whole or in part, at any time, at the option of the holders into common shares at a conversion rate of 0.2806 common shares for each Series A Preferred Share.

Noncontrolling Interest in Consolidated Joint Ventures

The Company consolidates the joint venture that owns The Knickerbocker hotel property, which has a third-party partner that owns a noncontrolling 5% ownership interest in the joint venture. The third-party ownership interest is included in the noncontrolling interest in consolidated joint ventures on the consolidated balance sheets.

Noncontrolling Interest in the Operating Partnership

The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP units held by the limited partners are redeemable for cash, or at the option of the Company, for a like number of common shares. As of March 31, 2024, 771,831 outstanding OP units were held by the limited partners. The noncontrolling interest is included in the noncontrolling interest in the Operating Partnership on the consolidated balance sheets.

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Equity Incentive Plan

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plan

Equity Incentive Plan

The Company may issue share-based awards to officers, employees, non-employee trustees and other eligible persons under the RLJ Lodging Trust 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan provides for a maximum of 6,828,527 common shares to be issued in the form of share options, share appreciation rights, restricted share awards, unrestricted share awards, share units, dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards.

Share Awards

From time to time, the Company may award unvested restricted shares as compensation to officers, employees and non-employee trustees. The issued shares vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based unvested restricted shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures.

Non-employee trustees may also elect to receive unrestricted shares as compensation that would otherwise be paid in cash for their services. The shares issued to non-employee trustees in lieu of cash compensation are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date.

A summary of the unvested restricted shares as of March 31, 2024 is as follows:

	2024
	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	2,305,303	$	13.52
Granted	720,317	11.70
Vested	(523,076)	12.82
Forfeited	(379)	9.88
Unvested at March 31, 2024	2,502,165	$	13.14

For the three months ended March 31, 2024 and 2023, the Company recognized approximately $4.2 million and $3.6 million, respectively, of share-based compensation expense related to restricted share awards. As of March 31, 2024, there was $17.2 million of total unrecognized compensation costs related to unvested restricted share awards and these costs are expected to be recognized over a weighted-average period of 2.1 years. The total fair value of the shares vested (calculated as the number of shares multiplied by the vesting date share price) during the three months ended March 31, 2024 and 2023 was approximately $6.1 million and $4.4 million, respectively.

Performance Units

The Company aligns its executive officers with its long-term investors by awarding a significant percentage of their equity compensation in the form of multi-year performance unit awards that use both absolute and relative total shareholder return as

the primary metrics. The performance units vest at the end of a three year period (the “performance units measurement period”).

The performance units granted in 2024 may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving a relative shareholder return over the measurement period at specified percentiles of the peer group, as defined by the awards. These performance units are subject to modification based on the Company's absolute total shareholder return performance as follows: (1) if at the end of the measurement period the relative total shareholder return performance exceeds target and absolute total shareholder return is less than zero, payouts will be reduced by 25%, but not below target and (2) if the absolute total shareholder return is down more than 15% during the entire measurement period, the maximum payout will be capped at 115% of target. The performance units granted prior to 2024 may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return (25% of award) and a relative shareholder return (75% of award) over the measurement period at specified percentiles of the peer group, as defined by the awards.

At the end of the performance units measurement period, if the target criterion is met, 100% of the performance units that are earned will vest immediately. The fair value of the performance units was determined using a Monte Carlo simulation. The Company estimates the compensation expense for the performance units on a straight-line basis using a calculation that recognizes 100% of the grant date fair value over three years.

A summary of the performance unit awards granted prior to 2024 is as follows:

Date of Award	Number of Units Granted	Grant Date Fair Value	Conversion Range	Risk Free Interest Rate	Volatility
February 2021 (1)	431,151	$20.90	0% to 200%	0.23%	69.47%
February 2022	407,024	$21.96	0% to 200%	1.70%	70.15%
February 2023	574,846	$16.90	0% to 200%	4.33%	66.70%
February 2024	703,325	$15.13	0% to 200%	4.43%	35.6%

(1) In February 2024, following the end of the measurement period, the Company met certain threshold criterion and the performance units converted into approximately 253,000 restricted shares, all of which vested immediately. The total fair value of the vested shares related to the conversion of the performance units (calculated as the number of vested shares multiplied by the vesting date share price) during the three months ended March 31, 2024 was approximately $3.0 million.

For the three months ended March 31, 2024 and 2023, the Company recognized approximately $2.3 million and $2.1 million, respectively, of share-based compensation expense related to the performance unit awards. As of March 31, 2024, there was $18.9 million of total unrecognized compensation costs related to the performance unit awards and these costs are expected to be recognized over a weighted-average period of 2.3 years.

 As of March 31, 2024, there were 1,765,411 common shares available for future grant under the 2021 Plan, which includes potential common shares that may convert from performance units if certain target criterion is met.

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Earnings per Common Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings per Common Share

Earnings per Common Share

Basic earnings per common share is calculated by dividing net (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares and unvested performance units outstanding during the period. Diluted earnings per common share is calculated by dividing net (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period. The potential shares consist of the unvested restricted share grants and unvested performance units, calculated using the treasury stock method, and convertible Series A Preferred Shares, calculated using the if-converted method. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. 

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating shares and are considered in the computation of earnings per share pursuant to the two-class method. If there were any undistributed earnings allocable to the participating shares, they would be deducted from net (loss) income attributable to common shareholders used in the basic and diluted earnings per share calculations.

The limited partners’ outstanding OP units (which may be redeemed for common shares under certain circumstances) have been excluded from the diluted earnings per share calculation as there was no effect on the amounts for the three months ended

March 31, 2024 and 2023, since the limited partners’ share of income would also be added back to net (loss) income attributable to common shareholders.

The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share data):

	For the three months ended March 31,
	2024		2023
Numerator:
Net income attributable to RLJ	$	4,937	$	10,645
Less: Preferred dividends	(6,279)		(6,279)
Less: Dividends paid on unvested restricted shares	(250)		(202)
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	(1,592)	$	4,164
Denominator:
Weighted-average number of common shares - basic	152,970,215		159,483,268
Unvested restricted shares	—		568,125
Unvested performance units	—		92,355
Weighted-average number of common shares - diluted	152,970,215		160,143,748
Net (loss) income per share attributable to common shareholders - basic	$	(0.01)	$	0.03
Net (loss) income per share attributable to common shareholders - diluted	$	(0.01)	$	0.03

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Supplemental Information to Statements of Cash Flows

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Information to Statements of Cash Flows

Supplemental Information to Statements of Cash Flows (in thousands)

	For the three months ended March 31,
	2024		2023
Reconciliation of cash, cash equivalents, and restricted cash reserves
Cash and cash equivalents	$	350,237	$	474,332
Restricted cash reserves	40,721		31,244
Cash, cash equivalents, and restricted cash reserves	$	390,958	$	505,576
Interest paid	$	34,199	$	32,252
Income taxes paid	$	122	$	67
Operating cash flow lease payments for operating leases	$	3,882	$	4,344
Right-of-use asset and lease liability adjustments due to remeasurement	$	(1,221)	$	—
Right-of-use asset and lease liability reclassifications to land due to acquisition	$	1,187	$	—
Supplemental investing and financing transactions
In connection with the acquisition of land, the Company recorded the following:
Purchase price	$	125,000	$	—
Application of purchase deposit	(2,400)		—
Transaction costs	79		—
Acquisition, net	$	122,679	$	—
Supplemental non-cash transactions
Accrued capital expenditures	$	19,823	$	15,138

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Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

In April 2024, the Company borrowed $200.0 million under the Revolver and utilized the proceeds to fully repay a $200.0 million maturing mortgage loan.

In April 2024, the Company satisfied the requirements for one-year extension options on $181.0 million in mortgage loans to extend the maturities to April 2025, with second one-year extension options still remaining on these two mortgage loans, which are subject to certain conditions.

On April 26, 2024, the Company's board of trustees approved the 2024 Share Repurchase Program to acquire up to an

aggregate of $250.0 million of common and preferred shares from May 9, 2024 to May 8, 2025.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ 4,937	$ 10,645

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 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

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the SEC applicable to financial information. The unaudited financial statements include all adjustments of a normal recurring nature that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive income, statements of changes in equity and statements of cash flows.

The unaudited 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 Annual Report.

The consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interest in one hotel property in which it holds a 50% non-controlling interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Reclassifications

Certain prior year amounts in these financial statements have been reclassified to conform to the current year presentation with no impact to net income and comprehensive income, shareholders’ equity or cash flows.

Use of Estimates

Use of Estimates

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

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements and Disclosure Rules

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. It also requires disclosure of the amount and description of the composition of other segment items, as well as interim disclosures of a reportable segment’s profit or loss and assets. The ASU also applies to entities with a single reportable segment. The new standard 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 this guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company beginning January 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and related disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. In April 2024, the SEC stayed the final climate rules pending the completion of judicial review of an Eighth Circuit challenge seeking to vacate the rules. This rule would require registrants to disclose certain climate-related information in registration statements and annual reports. The disclosure requirements would apply to the Company's fiscal year beginning January 1, 2025. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures.

Management Agreements

Management Agreements

As of March 31, 2024, 96 of the Company's consolidated hotel properties were operated pursuant to management agreements with initial terms ranging from three to 25 years. This number includes 35 consolidated hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. Each management company receives a base management fee between 1.5% and 3.5% of hotel revenues. Management agreements that include the benefits of a franchise agreement incur a base management fee between 1.0% and 7.0% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the three months ended March 31, 2024 and 2023, the Company incurred management fee expense of approximately $9.9 million and $10.8 million, respectively.

Franchise Agreements

Franchise Agreements

As of March 31, 2024, 59 of the Company’s consolidated hotel properties were operated under franchise agreements with initial terms ranging from one to 30 years. This number excludes 35 consolidated hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. In addition, two hotels are not operated with a hotel brand so they do not have franchise agreements. Franchise agreements allow the hotel properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee between 2.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee between 1.5% and 3.0% of food and beverage revenues. 

Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the three months ended March 31, 2024 and 2023, the Company incurred franchise fee expense of approximately $15.8 million and $15.4 million, respectively.

Share-Based Compensation

Share Awards

From time to time, the Company may award unvested restricted shares as compensation to officers, employees and non-employee trustees. The issued shares vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based unvested restricted shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures.

Non-employee trustees may also elect to receive unrestricted shares as compensation that would otherwise be paid in cash for their services. The shares issued to non-employee trustees in lieu of cash compensation are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date.

Earnings Per Share

Basic earnings per common share is calculated by dividing net (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares and unvested performance units outstanding during the period. Diluted earnings per common share is calculated by dividing net (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period. The potential shares consist of the unvested restricted share grants and unvested performance units, calculated using the treasury stock method, and convertible Series A Preferred Shares, calculated using the if-converted method. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. 

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating shares and are considered in the computation of earnings per share pursuant to the two-class method. If there were any undistributed earnings allocable to the participating shares, they would be deducted from net (loss) income attributable to common shareholders used in the basic and diluted earnings per share calculations.

The limited partners’ outstanding OP units (which may be redeemed for common shares under certain circumstances) have been excluded from the diluted earnings per share calculation as there was no effect on the amounts for the three months ended

March 31, 2024 and 2023, since the limited partners’ share of income would also be added back to net (loss) income attributable to common shareholders.

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Investment in Hotel Properties (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of investment in hotel properties

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

	March 31, 2024		December 31, 2023
Land and improvements	$	1,125,650	$	998,417
Buildings and improvements	4,133,900		4,117,210
Furniture, fixtures and equipment	812,236		798,410
	6,071,786		5,914,037
Accumulated depreciation	(1,822,445)		(1,777,821)
Investment in hotel properties, net	$	4,249,341	$	4,136,216

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Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

	For the three months ended March 31, 2024								For the three months ended March 31, 2023
	Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue		Room Revenue		Food and Beverage Revenue		Other Revenue		Total Revenue
South Florida	$	40,349	$	5,859	$	3,124	$	49,332	$	38,540	$	5,424	$	2,322	$	46,286
Northern California	34,737		4,309		1,907		40,953		34,812		3,463		1,988		40,263
Southern California	30,542		4,226		3,139		37,907		28,931		3,872		2,916		35,719
Houston	12,371		912		1,109		14,392		11,599		889		1,163		13,651
New York City	11,676		1,363		686		13,725		11,006		1,204		662		12,872
Louisville	8,270		4,117		817		13,204		8,154		3,393		768		12,315
Washington DC	12,391		138		550		13,079		12,507		187		555		13,249
Austin	10,438		1,192		843		12,473		11,620		1,613		928		14,161
Charleston	8,864		2,608		874		12,346		7,769		2,022		788		10,579
Chicago	9,361		2,117		677		12,155		9,442		2,208		670		12,320
Other	87,631		8,848		8,365		104,844		86,452		9,013		7,623		103,088
Total	$	266,630	$	35,689	$	22,091	$	324,410	$	260,832	$	33,288	$	20,383	$	314,503

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Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

The Company's debt consisted of the following (in thousands):

	March 31, 2024		December 31, 2023
Senior Notes, net	$	992,263	$	991,672
Revolver	—		—
Term Loans, net	821,914		821,443
Mortgage loans, net	407,656		407,663
Debt, net	$	2,221,833	$	2,220,778

Schedule of Senior Notes

The Company's senior notes (collectively, the "Senior Notes") consisted of the following (dollars in thousands):

			Carrying Value at
	Interest Rate	Maturity Date	March 31, 2024		December 31, 2023
2029 Senior Notes (1)	4.00%	September 2029	$	500,000	$	500,000
2026 Senior Notes (1)	3.75%	July 2026	500,000		500,000
			1,000,000		1,000,000
Deferred financing costs, net			(7,737)		(8,328)
Total senior notes, net			$	992,263	$	991,672

(1)Requires payment of interest only through maturity.

Schedule Of Debt Instrument Covenants

A summary of the various restrictive covenants for the Senior Notes are as follows:

	Covenant	Compliance
Maintenance Covenant
Unencumbered Asset to Unencumbered Debt Ratio	> 150.0%	Yes
Incurrence Covenants
Consolidated Indebtedness less than Adjusted Total Assets	< .65x	Yes
Consolidated Secured Indebtedness less than Adjusted Total Assets	< .45x	Yes
Interest Coverage Ratio	> 1.5x	Yes

The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows:

	Covenant	Compliance
Leverage ratio (1)	<= 7.25x	Yes
Fixed charge coverage ratio (2)	>= 1.50x	Yes
Secured indebtedness ratio	<= 45.0%	Yes
Unencumbered indebtedness ratio	<= 60.0%	Yes
Unencumbered debt service coverage ratio	>= 2.00x	Yes

(1)Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements.

(2)Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid.

Schedule of Revolver and Term Loans

The Company's unsecured credit agreements consisted of the following (dollars in thousands):

			Carrying Value at
	Interest Rate at March 31, 2024 (1)	Maturity Date	March 31, 2024		December 31, 2023
Revolver (2)	—%	May 2027	$	—	$	—
$400 Million Term Loan Maturing 2025	4.48%	May 2025	400,000		400,000
$200 Million Term Loan Maturing 2026	4.82%	January 2026 (3)	200,000		200,000
$225 Million Term Loan Maturing 2026	2.97%	May 2026 (3)	225,000		225,000
			825,000		825,000
Deferred financing costs, net (4)			(3,086)		(3,557)
Total Revolver and Term Loans, net			$	821,914	$	821,443

(1)Interest rate at March 31, 2024 gives effect to interest rate hedges.

(2)There was $600.0 million of capacity on the Revolver at both March 31, 2024 and December 31, 2023. The Company has the ability to extend the maturity date for an additional one-year period or up to two six-month periods ending May 2028 if certain conditions are satisfied. In April 2024, the Company borrowed $200.0 million under the Revolver and utilized the proceeds to repay a $200.0 million maturing mortgage loan, reducing the remaining capacity on the Revolver to $400.0 million.

(3)This Term Loan includes two one-year extension options at the Company's discretion, subject to certain conditions.

(4)Excludes $5.2 million and $5.6 million as of March 31, 2024 and December 31, 2023, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets.

Schedule of mortgage loans

The Company's mortgage loans consisted of the following (dollars in thousands):

						Carrying Value at
	Number of Assets Encumbered	Interest Rate at March 31, 2024		Maturity Date		March 31, 2024		December 31, 2023
Mortgage loan (1)	7	5.94%	(3)	April 2024	(4)	$	200,000	$	200,000
Mortgage loan (1)	3	5.03%	(3)	April 2024	(5)	96,000		96,000
Mortgage loan (1)	4	5.61%	(3)	April 2024	(5)	85,000		85,000
Mortgage loan (2)	1	5.06%		January 2029		26,742		26,833
	15					407,742		407,833
Deferred financing costs, net						(86)		(170)
Total mortgage loans, net						$	407,656	$	407,663

(1)The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity.

(2)Includes $1.7 million and $1.8 million at March 31, 2024 and December 31, 2023, respectively, related to a fair value adjustment on this mortgage loan from purchase price allocation at hotel property acquisition. This mortgage loan requires payments of interest only through maturity.

(3)Interest rate at March 31, 2024 gives effect to interest rate hedges.

(4)In April 2024, the Company fully repaid this mortgage loan using a $200.0 million draw under its Revolver.

(5)This mortgage loan provides two one-year extension options, subject to certain conditions. In April 2024, the Company satisfied the conditions required to exercise the first one-year extension option on this mortgage loan to extend the maturity to April 2025, with a second one-year extension option still remaining.

Schedule of Interest Expense Components

The components of the Company's interest expense consisted of the following (in thousands):

	For the three months ended March 31,
	2024		2023
Senior Notes	$	9,688	$	9,688
Revolver and Term Loans	9,060		8,543
Mortgage loans	5,656		3,943
Amortization of deferred financing costs	1,572		1,474
Non-cash interest expense related to interest rate hedges	482		482
Total interest expense	$	26,458	$	24,130

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Derivatives and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of interest rate swaps

The following interest rate swaps have been designated as cash flow hedges (in thousands):

				Notional value at				Fair value at
Hedge type	Swap rate	Effective Date	Maturity Date	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Swap-cash flow-Daily SOFR	2.44%	January 2021	December 2023	$	—	$	75,000	$	—	$	—
Swap-cash flow-Daily SOFR	2.31%	January 2021	December 2023	—		75,000		—		—
Swap-cash flow-Daily SOFR	1.08%	April 2021	April 2024	50,000		50,000		305		827
Swap-cash flow-Daily SOFR	1.13%	April 2021	April 2024	50,000		50,000		302		819
Swap-cash flow-Daily SOFR	1.08%	April 2021	April 2024	50,000		50,000		306		829
Swap-cash flow-Daily SOFR	0.97%	April 2021	April 2024	50,000		50,000		313		849
Swap-cash flow-Daily SOFR	0.85%	April 2021	April 2024	25,000		25,000		161		436
Swap-cash flow-Daily SOFR	0.88%	April 2021	April 2024	25,000		25,000		160		434
Swap-cash flow-Daily SOFR	0.86%	April 2021	April 2024	25,000		25,000		161		436
Swap-cash flow-Daily SOFR	0.83%	April 2021	April 2024	25,000		25,000		162		439
Swap-cash flow-Term SOFR	4.37%	April 2023	April 2024	200,000		200,000		207		673
Swap-cash flow-Daily SOFR	0.77%	June 2020	December 2024	50,000		50,000		1,640		2,011
Swap-cash flow-Daily SOFR	0.63%	June 2020	December 2024	50,000		50,000		1,693		2,081
Swap-cash flow-Daily SOFR	1.16%	September 2021	September 2025	150,000		150,000		7,941		7,969
Swap-cash flow-Daily SOFR	0.56%	July 2021	January 2026	50,000		50,000		3,601		3,556
Swap-cash flow-Daily SOFR	2.95%	April 2024	April 2027	125,000		125,000		4,160		1,769
Swap-cash flow-Daily SOFR	2.85%	April 2024	April 2027	65,000		65,000		2,347		1,103
Swap-cash flow-Daily SOFR	2.75%	April 2024	April 2027	60,000		60,000		2,336		1,188
Swap-cash flow-Daily SOFR	3.70%	July 2024	July 2027	25,000		25,000		222		(254)
Swap-cash flow-Daily SOFR	3.45%	July 2024	July 2027	25,000		25,000		399		(77)
Swap-cash flow-Daily SOFR	3.71%	July 2024	July 2027	25,000		25,000		217		(259)
				$	1,125,000	$	1,275,000	$	26,633	$	24,829

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Fair Value (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The fair value of the Company's debt was as follows (in thousands):

	March 31, 2024				December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior Notes, net	$	992,263	$	920,425	$	991,672	$	928,750
Revolver and Term Loans, net	821,914		822,158		821,443		817,960
Mortgage loans, net	407,656		397,217		407,663		394,458
Debt, net	$	2,221,833	$	2,139,800	$	2,220,778	$	2,141,168

Schedule of fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis

The following table presents the Company’s fair value hierarchy for those financial assets measured at fair value on a recurring basis as of March 31, 2024 (in thousands):

	Fair Value at March 31, 2024
	Level 1		Level 2		Level 3		Total
Interest rate swap asset	$	—	$	26,633	$	—	$	26,633
Total	$	—	$	26,633	$	—	$	26,633

The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 (in thousands):

	Fair Value at December 31, 2023
	Level 1		Level 2		Level 3		Total
Interest rate swap asset	$	—	$	25,419	$	—	$	25,419
Interest rate swap liability	—		(590)		—		(590)
Total	$	—	$	24,829	$	—	$	24,829

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Equity Incentive Plan (Tables)

3 Months Ended

Mar. 31, 2024

Equity Incentive Plan

Share-based Compensation Arrangements by Share-based Payment Award, Performance-Based Units, Vested and Expected to Vest [Table Text Block]

A summary of the performance unit awards granted prior to 2024 is as follows:

Date of Award	Number of Units Granted	Grant Date Fair Value	Conversion Range	Risk Free Interest Rate	Volatility
February 2021 (1)	431,151	$20.90	0% to 200%	0.23%	69.47%
February 2022	407,024	$21.96	0% to 200%	1.70%	70.15%
February 2023	574,846	$16.90	0% to 200%	4.33%	66.70%
February 2024	703,325	$15.13	0% to 200%	4.43%	35.6%

(1) In February 2024, following the end of the measurement period, the Company met certain threshold criterion and the performance units converted into approximately 253,000 restricted shares, all of which vested immediately. The total fair value of the vested shares related to the conversion of the performance units (calculated as the number of vested shares multiplied by the vesting date share price) during the three months ended March 31, 2024 was approximately $3.0 million.

Restricted share awards

Equity Incentive Plan

Summary of the unvested restricted shares

A summary of the unvested restricted shares as of March 31, 2024 is as follows:

	2024
	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	2,305,303	$	13.52
Granted	720,317	11.70
Vested	(523,076)	12.82
Forfeited	(379)	9.88
Unvested at March 31, 2024	2,502,165	$	13.14

XML

Earnings per Common Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted earnings per common share

The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share data):

	For the three months ended March 31,
	2024		2023
Numerator:
Net income attributable to RLJ	$	4,937	$	10,645
Less: Preferred dividends	(6,279)		(6,279)
Less: Dividends paid on unvested restricted shares	(250)		(202)
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	(1,592)	$	4,164
Denominator:
Weighted-average number of common shares - basic	152,970,215		159,483,268
Unvested restricted shares	—		568,125
Unvested performance units	—		92,355
Weighted-average number of common shares - diluted	152,970,215		160,143,748
Net (loss) income per share attributable to common shareholders - basic	$	(0.01)	$	0.03
Net (loss) income per share attributable to common shareholders - diluted	$	(0.01)	$	0.03

XML

Supplemental Information to Statements of Cash Flows (Tables)

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Schedule of supplemental information to statements of cash flows

	For the three months ended March 31,
	2024		2023
Reconciliation of cash, cash equivalents, and restricted cash reserves
Cash and cash equivalents	$	350,237	$	474,332
Restricted cash reserves	40,721		31,244
Cash, cash equivalents, and restricted cash reserves	$	390,958	$	505,576
Interest paid	$	34,199	$	32,252
Income taxes paid	$	122	$	67
Operating cash flow lease payments for operating leases	$	3,882	$	4,344
Right-of-use asset and lease liability adjustments due to remeasurement	$	(1,221)	$	—
Right-of-use asset and lease liability reclassifications to land due to acquisition	$	1,187	$	—
Supplemental investing and financing transactions
In connection with the acquisition of land, the Company recorded the following:
Purchase price	$	125,000	$	—
Application of purchase deposit	(2,400)		—
Transaction costs	79		—
Acquisition, net	$	122,679	$	—
Supplemental non-cash transactions
Accrued capital expenditures	$	19,823	$	15,138

XML

General (Details)	3 Months Ended
	Mar. 31, 2024 property room state shares
Sale of Stock
OP units outstanding (in units) | shares	156,591,265
Company's Ownership interest in OP units through a combination of direct and indirect interests (as a percent)	99.50%
Number of Real Estate Properties	97
Number of hotel rooms owned | room	21,400
Number of states in which hotels owned by the entity are located | state	23
Wholly Owned Properties [Member]
Sale of Stock
Number of Real Estate Properties	95
Hotel property ownership interest (as a percent)	100.00%
Partially Owned Properties [Member]
Sale of Stock
Number of Real Estate Properties	1
Partially Owned Properties [Member] | Ninety Five Percent Owned [Member]
Sale of Stock
Hotel property ownership interest (as a percent)	95.00%
Partially Owned Properties [Member] | Fifty Percent Owned [Member]
Sale of Stock
Hotel property ownership interest (as a percent)	50.00%
Unconsolidated Properties [Member]
Sale of Stock
Number of Real Estate Properties	1
Unconsolidated Properties [Member] | Fifty Percent Owned [Member]
Sale of Stock
Equity Method Investment, Ownership Percentage	50.00%
Consolidated Properties [Member]
Sale of Stock
Number of Real Estate Properties	96
Leased Hotel Properties [Member]
Sale of Stock
Number of Real Estate Properties	96

XML

Summary of Significant Accounting Policies (Details)	Mar. 31, 2024 joint_venture
Subsidiary or Equity Method Investee [Line Items]
Real Estate Interests, Number of Joint Ventures	1
Fifty Percent Owned [Member] | Unconsolidated Properties [Member]
Subsidiary or Equity Method Investee [Line Items]
Equity Method Investment, Ownership Percentage	50.00%

XML

Investment in Hotel Properties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Land and improvements	$ 1,125,650		$ 998,417
Buildings and improvements	4,133,900		4,117,210
Furniture, fixtures and equipment	812,236		798,410
Investment in hotel properties, gross	6,071,786		5,914,037
Accumulated depreciation	(1,822,445)		(1,777,821)
Investment in hotel properties, net	4,249,341		$ 4,136,216
Real Estate Depreciation Expense, Excluding Discontinued Operations Expense	$ 44,600	$ 45,000

XML

Acquisition - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Schedule of Asset Acquisition [Line Items]
Acquisition, net		$ 122,679	$ 0
Transaction costs	$ 200
Operating lease right of use asset		132,276		$ 136,140
Operating lease liability		$ 120,290		$ 122,588
Consideration transferred, net assets acquired and liabilities assumed	125,200
Wyndham Boston Beacon Hill
Schedule of Asset Acquisition [Line Items]
Acquisition, net	125,000
Operating lease right of use asset	1,300
Operating lease liability	$ 100

XML

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 324,410	$ 314,503
Southern California
Disaggregation of Revenue [Line Items]
Revenues	37,907	35,719
South Florida
Disaggregation of Revenue [Line Items]
Revenues	49,332	46,286
Northern California
Disaggregation of Revenue [Line Items]
Revenues	40,953	40,263
Chicago, Illinois
Disaggregation of Revenue [Line Items]
Revenues	12,155	12,320
Washington, D.C.
Disaggregation of Revenue [Line Items]
Revenues	13,079	13,249
New York City
Disaggregation of Revenue [Line Items]
Revenues	13,725	12,872
Houston, Texas
Disaggregation of Revenue [Line Items]
Revenues	14,392	13,651
Austin, Texas
Disaggregation of Revenue [Line Items]
Revenues	12,473	14,161
Louisville, Kentucky
Disaggregation of Revenue [Line Items]
Revenues	13,204	12,315
Charleston, South Carolina
Disaggregation of Revenue [Line Items]
Revenues	12,346	10,579
Other Markets
Disaggregation of Revenue [Line Items]
Revenues	104,844	103,088
Room Revenue
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	266,630	260,832
Room Revenue | Southern California
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	30,542	28,931
Room Revenue | South Florida
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	40,349	38,540
Room Revenue | Northern California
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	34,737	34,812
Room Revenue | Chicago, Illinois
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	9,361	9,442
Room Revenue | Washington, D.C.
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	12,391	12,507
Room Revenue | New York City
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	11,676	11,006
Room Revenue | Houston, Texas
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	12,371	11,599
Room Revenue | Austin, Texas
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	10,438	11,620
Room Revenue | Louisville, Kentucky
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	8,270	8,154
Room Revenue | Charleston, South Carolina
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	8,864	7,769
Room Revenue | Other Markets
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	87,631	86,452
Food and Beverage Revenue
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	35,689	33,288
Food and Beverage Revenue | Southern California
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	4,226	3,872
Food and Beverage Revenue | South Florida
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	5,859	5,424
Food and Beverage Revenue | Northern California
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	4,309	3,463
Food and Beverage Revenue | Chicago, Illinois
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	2,117	2,208
Food and Beverage Revenue | Washington, D.C.
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	138	187
Food and Beverage Revenue | New York City
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,363	1,204
Food and Beverage Revenue | Houston, Texas
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	912	889
Food and Beverage Revenue | Austin, Texas
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,192	1,613
Food and Beverage Revenue | Louisville, Kentucky
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	4,117	3,393
Food and Beverage Revenue | Charleston, South Carolina
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	2,608	2,022
Food and Beverage Revenue | Other Markets
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	8,848	9,013
Other Revenue
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	22,091	20,383
Other Revenue | Southern California
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	3,139	2,916
Other Revenue | South Florida
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	3,124	2,322
Other Revenue | Northern California
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,907	1,988
Other Revenue | Chicago, Illinois
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	677	670
Other Revenue | Washington, D.C.
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	550	555
Other Revenue | New York City
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	686	662
Other Revenue | Houston, Texas
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,109	1,163
Other Revenue | Austin, Texas
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	843	928
Other Revenue | Louisville, Kentucky
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	817	768
Other Revenue | Charleston, South Carolina
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	874	788
Other Revenue | Other Markets
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 8,365	$ 7,623

XML

Debt (Senior Notes, Term Loans, and Revolver) (Details)			3 Months Ended
	Apr. 09, 2024 USD ($)	Apr. 05, 2024 USD ($)	Mar. 31, 2024 USD ($) option	Dec. 31, 2023 USD ($)
Debt
Unsecured Debt, Gross			$ 825,000,000	$ 825,000,000
Unamortized debt issuance costs on term loans			(3,086,000)	(3,557,000)
Debt, net			2,221,833,000	2,220,778,000
Deferred financing costs, net			$ (7,737,000)	(8,328,000)
Number of extension options | option			2
Subsequent Event
Debt
Borrowings under Revolver		$ 200,000,000
Repayments of Secured Debt	$ (200,000,000)
Prepaid expenses and other assets
Debt
Debt Issuance Costs, Net			$ (5,200,000)	(5,600,000)
Secured Debt | Fair Value, Inputs, Level 3
Debt
Secured Debt			407,656,000	407,663,000
Unsecured Debt
Debt
Unsecured Debt			821,914,000	821,443,000
Unsecured Debt | Fair Value, Inputs, Level 3
Debt
Unsecured Debt			821,914,000	821,443,000
$500 Million Senior Notes Due 2029 | Level 1
Debt
Long-term Debt, Gross			500,000,000	500,000,000
$500 Million Senior Notes Due 2026 | Level 1
Debt
Long-term Debt, Gross			500,000,000	500,000,000
Senior Notes | Level 1
Debt
Long-term Debt, Gross			1,000,000,000	1,000,000,000
Senior Notes
Debt
Long-term Debt, Gross			992,263,000	991,672,000
The Revolver | Line of Credit
Debt
Unsecured Debt			$ 0	0
Interest Rate			0.00%
Line of Credit Facility, Maximum Borrowing Capacity			$ 600,000,000
Remaining borrowing capacity			$ 600,000,000
The Revolver | Line of Credit | Subsequent Event
Debt
Remaining borrowing capacity		$ 400,000,000
The Revolver | Line of Credit | Extension Option 1
Debt
Additional maturity term			1 year
The Revolver | Line of Credit | Extension Option 2
Debt
Additional maturity term			6 months
Number of extension options | option			2
$500 Million Senior Notes Due 2029 | Unsecured Debt
Debt
Debt Instrument, Interest Rate, Stated Percentage			4.00%
$500 Million Senior Notes Due 2026 | Unsecured Debt
Debt
Debt Instrument, Interest Rate, Stated Percentage			3.75%
$400 Million Term Loan Maturing 2025 | Unsecured Debt
Debt
Unsecured Debt			$ 400,000,000	400,000,000
Interest Rate			4.48%
Line of Credit Facility, Maximum Borrowing Capacity			$ 400,000,000
$200 Million Term Loan Maturing 2026
Debt
Additional maturity term			1 year
$200 Million Term Loan Maturing 2026 | Unsecured Debt
Debt
Unsecured Debt			$ 200,000,000	200,000,000
Interest Rate			4.82%
Line of Credit Facility, Maximum Borrowing Capacity			$ 200,000,000
Additional maturity term			1 year
Number of extension options | option			2
$225 Million Term Loan Maturing 2026 | Unsecured Debt
Debt
Unsecured Debt			$ 225,000,000	$ 225,000,000
Interest Rate			2.97%
Line of Credit Facility, Maximum Borrowing Capacity			$ 225,000,000
Additional maturity term			1 year
Number of extension options | option			2

XML

Debt (Covenants) (Details)	Mar. 31, 2024
$500 Million Term Loan Maturing 2026 | Senior Notes
Debt
Debt Instrument, Covenant, Minimum, Unencumbered Asset To Unencumbered Debt Ratio	150.00%
Debt Instrument, Covenant, Maximum, Consolidated Indebtedness Ratio	0.65
Debt Instrument, Covenant, Maximum, Secured Indebtedness Ratio	0.45
Debt Instrument, Covenant, Minimum, Unsecured Interest Coverage Ratio	1.5
Original Covenant
Debt
Debt Instrument, Covenant, Maximum, Secured Indebtedness Ratio	0.450
Debt Instrument, Covenant, Minimum, Unsecured Interest Coverage Ratio	2.00
Leverage ratio	0.0725
Fixed charge coverage ratio	0.0150
Debt Instrument, Covenant, Maximum, Unsecured Indebtedness Ratio	60.00%

XML

Debt (Mortgage Loans) (Details) $ in Thousands		1 Months Ended
	Apr. 09, 2024 USD ($)	Apr. 30, 2026	Apr. 30, 2025	Apr. 30, 2019 increment	Apr. 30, 2024 USD ($)	Mar. 31, 2024 USD ($) asset	Dec. 31, 2023 USD ($)
Debt
Mortgage loans, gross						$ 407,742	$ 407,833
Unamortized debt issuance costs on mortgage loans						$ (86)	(170)
Restricted Cash							38,700
Subsequent Event
Debt
Repayments of Secured Debt	$ (200,000)
Secured Debt
Debt
Number of Assets Encumbered | asset						15
Secured Debt | Fair Value, Inputs, Level 3
Debt
Secured Debt						$ 407,656	407,663
Secured Debt | Wells Fargo 3
Debt
Number of Assets Encumbered | asset						1
Secured Debt						$ 26,742	26,833
Interest Rate						5.06%
Debt Instrument, Fair Value Adjustment, Net						$ 1,700	1,800
Five Point Nine Four Percent Due April 2024 [Member] | Secured Debt
Debt
Number of Assets Encumbered | asset						7
Debt Instrument, Interest Rate, Stated Percentage						5.94%
Secured Debt						$ 200,000	200,000
Five Point Zero Three Percent Due April 2024 [Member] | Secured Debt
Debt
Number of Assets Encumbered | asset						3
Debt Instrument, Interest Rate, Stated Percentage						5.03%
Secured Debt						$ 96,000	96,000
Number of additional maturity terms | increment				2
Additional maturity term				1 year
Five Point Zero Three Percent Due April 2024 [Member] | Secured Debt | Subsequent Event
Debt
Secured Debt					$ 181,000
Additional maturity term		1 year	1 year
Five Point Six One Percent Due April 2024 [Member] | Secured Debt
Debt
Number of Assets Encumbered | asset						4
Debt Instrument, Interest Rate, Stated Percentage						5.61%
Secured Debt						$ 85,000	$ 85,000

XML

Debt (Components of Interest Expense) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt
Amortization of deferred financing costs	$ 1,572	$ 1,474
Gain (Loss) on Interest Rate Derivative Instruments Not Designated as Hedging Instruments	482	482
Total Interest Expense	26,458	24,130
Senior Notes
Debt
Interest expense	9,688	9,688
Revolver and Term Loans
Debt
Interest expense	9,060	8,543
Secured Debt
Debt
Interest expense	$ 5,656	$ 3,943

XML

Derivatives and Hedging Activities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Interest Rate Derivatives
Notional value	$ 1,125,000,000		$ 1,275,000,000
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net	26,633,000		24,829,000
Accumulated other comprehensive income	24,944,000		22,662,000
Amount of hedge ineffectiveness	$ 0	$ 0
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest income	Interest income
Net unrealized gains in accumulated other comprehensive income expected to be reclassified into interest expense within the next 12 months	$ (15,500,000)
Interest rate swap | Recurring
Interest Rate Derivatives
Interest rate swap liability			(590,000)
Interest Rate Cash Flow Hedge Asset at Fair Value	26,633,000		25,419,000
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net	26,633,000		24,829,000
Interest rate swap | Fair Value, Inputs, Level 2 [Member] | Recurring
Interest Rate Derivatives
Interest rate swap liability			(590,000)
Interest Rate Cash Flow Hedge Asset at Fair Value	26,633,000		25,419,000
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net	26,633,000		24,829,000
Designated as Hedging Instrument
Interest Rate Derivatives
Reclassification of unrealized gains on discontinued cash flow hedges to other income, net	6,600,000	$ 6,000,000
Designated as Hedging Instrument | Interest Rate Swap, 2.51% [Member]
Interest Rate Derivatives
Notional value	0		75,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 0		0
Interest rate	2.44%
Designated as Hedging Instrument | Interest Rate Swap, 2.39% [Member]
Interest Rate Derivatives
Notional value	$ 0		75,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 0		0
Interest rate	2.31%
Designated as Hedging Instrument | Interest Rate Swap, 1.24% [Member]
Interest Rate Derivatives
Notional value	$ 150,000,000		150,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 7,941,000		7,969,000
Interest rate	1.16%
Designated as Hedging Instrument | Interest Rate Swap, 1.16% [Member]
Interest Rate Derivatives
Notional value	$ 50,000,000		50,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 305,000		827,000
Interest rate	1.08%
Designated as Hedging Instrument | Interest Rate Swap, 1.200% [Member]
Interest Rate Derivatives
Notional value	$ 50,000,000		50,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 302,000		819,000
Interest rate	1.13%
Designated as Hedging Instrument | Interest Rate Swap, 1.150% [Member]
Interest Rate Derivatives
Notional value	$ 50,000,000		50,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 306,000		829,000
Interest rate	1.08%
Designated as Hedging Instrument | Interest Rate Swap, 1.10% [Member]
Interest Rate Derivatives
Notional value	$ 50,000,000		50,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 313,000		849,000
Interest rate	0.97%
Designated as Hedging Instrument | Interest Rate Swap, 0.98% [Member]
Interest Rate Derivatives
Notional value	$ 25,000,000		25,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 161,000		436,000
Interest rate	0.85%
Designated as Hedging Instrument | Interest Rate Swap, 0.95% [Member]
Interest Rate Derivatives
Notional value	$ 25,000,000		25,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 160,000		434,000
Interest rate	0.88%
Designated as Hedging Instrument | Interest Rate Swap, 0.93% [Member]
Interest Rate Derivatives
Notional value	$ 25,000,000		25,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 161,000		436,000
Interest rate	0.86%
Designated as Hedging Instrument | Interest Rate Swap, 0.90% [Member]
Interest Rate Derivatives
Notional value	$ 25,000,000		25,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 162,000		439,000
Interest rate	0.83%
Designated as Hedging Instrument | Interest Rate Swap, 0.85% [Member]
Interest Rate Derivatives
Notional value	$ 50,000,000		50,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 1,640,000		2,011,000
Interest rate	0.77%
Designated as Hedging Instrument | Interest Rate Swap, 0.75% [Member]
Interest Rate Derivatives
Notional value	$ 50,000,000		50,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 1,693,000		2,081,000
Interest rate	0.63%
Designated as Hedging Instrument | Interest Rate Swap, 0.65% [Member]
Interest Rate Derivatives
Notional value	$ 50,000,000		50,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 3,601,000		3,556,000
Interest rate	0.56%
Designated as Hedging Instrument | Interest Rate Swap, 4.37%
Interest Rate Derivatives
Notional value	$ 200,000,000		200,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 207,000		673,000
Interest rate	4.37%
Designated as Hedging Instrument | Interest Rate Swap, 2.95%
Interest Rate Derivatives
Notional value	$ 125,000,000		125,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 4,160,000		1,769,000
Interest rate	2.95%
Designated as Hedging Instrument | Interest Rate Swap, 2.75%
Interest Rate Derivatives
Notional value	$ 60,000,000		60,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 2,336,000		1,188,000
Interest rate	2.75%
Designated as Hedging Instrument | Interest Rate Swap, 2.85%
Interest Rate Derivatives
Notional value	$ 65,000,000		65,000,000
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 2,347,000		1,103,000
Interest rate	2.85%
Designated as Hedging Instrument | Interest Rate Swap, 3.70%
Interest Rate Derivatives
Notional value	$ 25,000,000		25,000,000
Interest rate swap liability			(254,000)
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 222,000
Interest rate	3.70%
Designated as Hedging Instrument | Interest Rate Swap, 3.45%
Interest Rate Derivatives
Notional value	$ 25,000,000		25,000,000
Interest rate swap liability			(77,000)
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 399,000
Interest rate	3.45%
Designated as Hedging Instrument | Interest Rate Swap, 3.71%
Interest Rate Derivatives
Notional value	$ 25,000,000		25,000,000
Interest rate swap liability			(259,000)
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 217,000
Interest rate	3.71%
Prepaid expenses and other assets | Interest rate swap
Interest Rate Derivatives
Interest Rate Cash Flow Hedge Asset at Fair Value	$ 26,600,000		25,400,000
Accounts payable and other liabilities | Interest rate swap
Interest Rate Derivatives
Interest rate swap liability			$ (600,000)

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Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt, net	$ 2,221,833	$ 2,220,778
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net	26,633	24,829
Interest rate swap | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Interest Rate Cash Flow Hedge Asset at Fair Value	(26,633)	(25,419)
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net	26,633	24,829
Interest rate swap liability		590
Unsecured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Unsecured Debt	821,914	821,443
Level 1 | Interest rate swap | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Interest Rate Cash Flow Hedge Asset at Fair Value	0	0
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net	0	0
Interest rate swap liability		0
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Long-term Debt, Fair Value	2,139,800	2,141,168
Fair Value, Inputs, Level 3 | Interest rate swap | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Interest Rate Cash Flow Hedge Asset at Fair Value	0	0
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net	0	0
Interest rate swap liability		0
Fair Value, Inputs, Level 3 | Unsecured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Unsecured Debt	821,914	821,443
Long-term Debt, Fair Value	822,158	817,960
Fair Value, Inputs, Level 3 | Secured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Secured Debt	407,656	407,663
Long-term Debt, Fair Value	397,217	394,458
Fair Value, Inputs, Level 2 [Member] | Interest rate swap | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Interest Rate Cash Flow Hedge Asset at Fair Value	(26,633)	(25,419)
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net	26,633	24,829
Interest rate swap liability		590
Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Long-term Debt, Gross	992,263	991,672
Senior Notes | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Long-term Debt, Fair Value	$ 920,425	$ 928,750

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Income Taxes (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Accruals for tax uncertainties	$ 0	$ 0

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Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) property hotel	Dec. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)
Loss Contingencies [Line Items]
Minimum restricted cash reserve escrows to be maintained as a percentage of the hotel's revenue	3.00%
Maximum restricted cash reserve escrows to be maintained as percentage of hotel's revenue	5.00%
Restricted cash reserves for future capital expenditures, real estate taxes and insurance	$ 40,721	$ 38,652	$ 31,244
Number of Real Estate Properties | property	97
Restricted Cash		$ 38,700
Number of real estate properties with manchise agreements | hotel	35

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Commitments and Contingencies (Management Agreements) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) hotel property	Mar. 31, 2023 USD ($)
Other Commitments
Number of Hotel Properties Operated under Management Agreements | hotel	96
Number of Real Estate Properties | property	97
Minimum
Other Commitments
Management Agreement Term	3 years
Base Management Fee as Percentage of Hotel Revenues	1.50%
Management Agreements which include Franchise Agreement, Base Management Fee as Percentage of Hotel Revenues	1.00%
Maximum
Other Commitments
Management Agreement Term	25 years
Base Management Fee as Percentage of Hotel Revenues	3.50%
Management Agreements which include Franchise Agreement, Base Management Fee as Percentage of Hotel Revenues	7.00%
Management Service [Member]
Other Commitments
Cost of Goods and Services Sold | $	$ 9.9	$ 10.8

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Commitments and Contingencies (Franchise Agreements) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) property hotel	Mar. 31, 2023 USD ($)
Other Commitments
Number of Hotel Properties Operated under Franchise Agreements	59
Number of Real Estate Properties | property	97
Number of Hotels Without Franchise Agreements	2
Minimum
Other Commitments
Franchise Agreements Term	1 year
Franchise Agreements, Royalty Fee as Percentage of Room Revenue	2.00%
Franchise Agreements, Additional Fees for Marketing Central Reservation Systems and Other Franchisor Costs as Percentage of Room Revenue	1.00%
Franchise Agreements, Royalty Fee as Percentage of Food and Beverage Revenue	1.50%
Maximum
Other Commitments
Franchise Agreements Term	30 years
Franchise Agreements, Royalty Fee as Percentage of Room Revenue	6.00%
Franchise Agreements, Additional Fees for Marketing Central Reservation Systems and Other Franchisor Costs as Percentage of Room Revenue	4.30%
Franchise Agreements, Royalty Fee as Percentage of Food and Beverage Revenue	3.00%
Franchise [Member]
Other Commitments
Cost of Goods and Services Sold | $	$ 15.8	$ 15.4

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Equity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Apr. 26, 2024 USD ($)
Equity, Class of Treasury Stock
Dividends | $ / shares	$ 0.10	$ 0.08
Stock repurchased during the period, Value	$ 1,251	$ 24,537
Share repurchase program, remaining authorized amount	$ 212,700
Preferred Stock, Convertible, Conversion Ratio	0.2806
Limited Partners
Equity, Class of Treasury Stock
Partners' Capital Account, Units | shares	771,831
The Knickerbocker New York [Member]
Equity, Class of Treasury Stock
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	5.00%
Series A Cumulative Preferred Stock [Member]
Equity, Class of Treasury Stock
Preferred Stock, Dividends Per Share, Declared | $ / shares	$ 0.4875	$ 0.4875
2023 Share Repurchase Program
Equity, Class of Treasury Stock
Common shares repurchased and retired (in shares) | shares	100,000
2022 Share Repurchase Program
Equity, Class of Treasury Stock
Common shares repurchased and retired (in shares) | shares		2,400,000
Stock repurchased during the period, Value		$ 24,500
2024 Share Repurchase Program | Subsequent Event
Equity, Class of Treasury Stock
Share repurchase program, authorized amount			$ 250,000

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Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Equity Incentive Plan
Maximum number of common shares available for issuance (in shares)		6,828,527
Other Disclosures
Shared-based compensation arrangement by share based payment award, absolute total shareholder return resulting in payout percentage cap		15.00%
Shared-based compensation arrangement by share based payment award, payout percentage cap		115.00%
Shared-based compensation arrangement by share based payment award, payout percentage reduction		25.00%
Shared-based compensation arrangement by share based payment award, absolute total shareholder return resulting in payout percentage reduction		0.0
Restricted share awards
Summary of non-vested shares/units
Unvested at the beginning of the period (in shares)		2,305,303
Granted (in shares)		720,317
Vested (in shares)		(523,076)
Forfeited (in shares)		(379)
Unvested at the end of the period (in shares)		2,502,165
Weighted Average Grant Date Fair Value
Unvested at the beginning of the period (in dollars per share)		$ 13.52
Granted (in dollars per share)		11.70
Vested (in dollars per share)		12.82
Forfeited (in dollars per share)		9.88
Unvested at the end of the period (in dollars per share)		$ 13.14
Other Disclosures
Share-based compensation expense		$ 4.2	$ 3.6
Total unrecognized compensation costs		$ 17.2
Weighted-average period of recognition of unrecognized share-based compensation expense		2 years 1 month 6 days
Total fair value of shares vested		$ 6.1	4.4
Performance Units
Other Disclosures
Share-based compensation expense		2.3	$ 2.1
Total unrecognized compensation costs		$ 18.9
Weighted-average period of recognition of unrecognized share-based compensation expense		2 years 3 months 18 days
2021 Performance Shares
Summary of non-vested shares/units
Granted (in shares)	253,000				431,151
Other Disclosures
Total fair value of shares vested		$ 3.0
Performance-based vesting period		3 years
Percentage of grant date fair value to be recognized over three years		100.00%
Employee service share based compensation cost period of recognition		3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Contingent on Absolute Total Shareholder Return		25.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Contingent on Relative Total Shareholder Return		75.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share					$ 20.90
Fair value assumptions, risk free interest rate					0.23%
Fair value assumptions, expected volatility rate					69.47%
2022 Performance Shares
Summary of non-vested shares/units
Granted (in shares)				407,024
Other Disclosures
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share				$ 21.96
Fair value assumptions, risk free interest rate				1.70%
Fair value assumptions, expected volatility rate				70.15%
2021 Share Repurchase Program
Other Disclosures
Common shares available for future grant (in shares)		1,765,411
2023 Performance Shares
Summary of non-vested shares/units
Granted (in shares)			574,846
Other Disclosures
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share			$ 16.90
Fair value assumptions, risk free interest rate			4.33%
Fair value assumptions, expected volatility rate			66.70%
2024 Performance Shares [Domain]
Summary of non-vested shares/units
Granted (in shares)		703,325
Other Disclosures
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share		$ 15.13
Fair value assumptions, risk free interest rate		4.43%
Fair value assumptions, expected volatility rate		35.60%
2021 Equity Incentive Plan
Other Disclosures
Share-based compensation arrangement, by share based payment award, vesting rights percentage immediately		100.00%
Minimum | 2021 Performance Shares
Other Disclosures
Percentage of performance units that will convert into restricted shares		0.00%
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range					0.00%
Minimum | 2022 Performance Shares
Other Disclosures
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range				0.00%
Minimum | 2023 Performance Shares
Other Disclosures
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range			0.00%
Minimum | 2024 Performance Shares [Domain]
Other Disclosures
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range		0.00%
Maximum | 2021 Performance Shares
Other Disclosures
Percentage of performance units that will convert into restricted shares		200.00%
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range					200.00%
Maximum | 2022 Performance Shares
Other Disclosures
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range				200.00%
Maximum | 2023 Performance Shares
Other Disclosures
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range			200.00%
Maximum | 2024 Performance Shares [Domain]
Other Disclosures
Shared-Based Compensation Arrangement by Share-Based Payment Award, Conversion Percentage Range		200.00%

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Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net Income (Loss) Attributable to Parent	$ 4,937	$ 10,645
Preferred Stock Dividends, Income Statement Impact	(6,279)	(6,279)
Less: Dividends paid on unvested restricted shares	(250)	(202)
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$ (1,592)	$ 4,164
Denominator:
Weighted-average number of common shares - basic (in shares)	152,970,215	159,483,268
Unvested restricted shares (in shares)	0	568,125
Unvested performance units	0	92,355
Weighted-average number of common shares - diluted (in shares)	152,970,215	160,143,748
Net (loss) income per share attributable to common shareholders - basic	$ (0.01)	$ 0.03
Net (loss) income per share attributable to common shareholders - diluted	$ (0.01)	$ 0.03

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Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 350,237	$ 474,332	$ 516,675
Restricted cash reserves	40,721	31,244	38,652
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	390,958	505,576	$ 555,327	$ 536,386
Interest paid	34,199	32,252
Income taxes paid	122	67
Operating Lease, Payments	3,882	4,344
Right-of-use asset and lease liability adjustments due to remeasurement	(1,221)	0
Right-of-use asset and lease liability reclassifications to land due to acquisition	1,187	0
In connection with the acquisition of land, the Company recorded the following:
Purchase price	125,000	0
Increase (Decrease) in Deposit Assets	(2,400)	0
Asset Acquisition, Consideration Transferred, Transaction Cost	79	0
Acquisition, net	122,679	0
Supplemental non-cash transactions
Accrued capital expenditures	$ 19,823	$ 15,138

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Subsequent Events (Details) - USD ($)			1 Months Ended
	Apr. 09, 2024	Apr. 05, 2024	Apr. 30, 2026	Apr. 30, 2025	Apr. 30, 2019	Apr. 30, 2024	Apr. 26, 2024	Mar. 31, 2024	Dec. 31, 2023
Subsequent Event
Subsequent Event [Line Items]
Borrowings under Revolver		$ 200,000,000
Number of mortgage loans extended						2
Repayments of Secured Debt	$ 200,000,000
Subsequent Event | 2024 Share Repurchase Program
Subsequent Event [Line Items]
Share repurchase program, authorized amount							$ 250,000,000
Five Point Zero Three Percent Due April 2024 [Member] | Secured Debt
Subsequent Event [Line Items]
Additional maturity term					1 year
Secured Debt								$ 96,000,000	$ 96,000,000
Five Point Zero Three Percent Due April 2024 [Member] | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Additional maturity term			1 year	1 year
Secured Debt						$ 181,000,000