This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995 and includes this statement for purposes of complying with these
safe harbor provisions. These forward-looking statements are generally
identifiable by use of the words "believe," "expect," "intend," "anticipate,"
"estimate," "project" or similar expressions, whether in the negative or
affirmative. Forward-looking statements are based on management's current
expectations and assumptions and are not guarantees of future performance.
Factors that may cause actual results to differ materially from current
expectations include, but are not limited to, the risks discussed herein and the
risk factors discussed from time to time in our periodic filings with the
Securities and Exchange Commission, including in Part I, Item 1A "Risk Factors"
of our Annual Report on Form 10-K for the year ended December 31, 2019 as
updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Accordingly, there is no assurance that the Company's expectations will be
realized. Except as otherwise required by the federal securities laws, the
Company disclaims any obligations or undertaking to publicly release any updates
or revisions to any forward-looking statement contained in this report to
reflect events, circumstances or changes in expectations after the date of this
report.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

• negative changes in the economy, including, but not limited to, a reversal

of current job growth trends, an increase in unemployment or a decrease in

corporate earnings and investment;

• increased competition in the lodging industry and from alternative lodging

channels or third party internet intermediaries in the markets in which we

own properties;

• failure to effectively execute our long-term business strategy and

successfully identify and complete acquisitions;

• risks and uncertainties affecting hotel renovations and management


       (including, without limitation, construction delays, increased
       construction costs, disruption in hotel operations and the risks
       associated with our franchise agreements);

• risks associated with the availability and terms of financing and the use


       of debt to fund acquisitions and renovations or refinance existing
       indebtedness, including the impact of higher interest rates on the cost
       and/or availability of financing;

• risks associated with our level of indebtedness and our ability to obtain

covenant waivers on our credit agreements for our senior unsecured credit

facility and unsecured term loans;

• risks associated with the lodging industry overall, including, without

limitation, an increase in alternative lodging channels, decreases in the

frequency of business travel and increases in operating costs;

• risks associated with natural disasters;

• the continuing adverse impact of the novel coronavirus (COVID-19) on the

U.S., regional and global economies, travel, the hospitality industry, and

on our financial condition and results of operations of our hotels;

• costs of compliance with government regulations, including, without

limitation, the Americans with Disabilities Act;

• potential liability for uninsured losses and environmental contamination;

• risks associated with security breaches through cyber-attacks or

otherwise, as well as other significant disruptions of our information


       technologies and systems, which support our operations and our hotel
       managers;

• risks associated with our potential failure to qualify as a REIT under the

Internal Revenue Code of 1986, as amended;

• possible adverse changes in tax and environmental laws; and

• risks associated with our dependence on key personnel whose continued

service is not guaranteed.

Overview

DiamondRock Hospitality Company is a lodging-focused Maryland corporation
operating as a real estate investment trust ("REIT"). As of June 30, 2020, we
owned a portfolio of 31 premium hotels and resorts that contain 10,102 guest
rooms located in 21 different markets in North America and the U.S. Virgin
Islands. Our hotel in the U.S. Virgin Islands, Frenchman's Reef & Morning Star
Beach Resort ("Frenchman's Reef"), remains closed due to damage incurred from
Hurricane Irma in September 2017.

As an owner, rather than an operator, of lodging properties, we receive all of
the operating profits or losses generated by our hotels after the payment of
fees due to hotel managers, which are calculated based on the revenues and
profitability of each hotel.

Our strategy is to apply aggressive asset management, conservative leverage, and
disciplined capital allocation to high quality lodging properties in North
American urban and resort markets with superior growth prospects and high
barriers-to-entry. Our goal is to deliver long-term stockholder returns that
exceed those generated by our peers through a combination of dividends and
enduring capital appreciation.

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Our primary business is to acquire, own, asset manage and renovate premium hotel
properties in the United States. Our portfolio is concentrated in key gateway
cities and destination resort locations. Each of our hotels is managed by a
third party- either an independent operator or a brand operator, such as
Marriott International, Inc. ("Marriott").

We critically evaluate each of our hotels to ensure that we own a portfolio of
hotels that conforms to our vision, supports our mission and corresponds with
our strategy. On a regular basis, we analyze our portfolio to identify
opportunities to invest capital in certain projects or market non-core assets
for sale in order to increase our portfolio quality. We are committed to a
conservative capital structure with prudent leverage. We regularly assess the
availability and affordability of capital in order to maximize stockholder value
and minimize enterprise risk. In addition, we are committed to following sound
corporate governance practices and to being open and transparent in our
communications with our stockholders.

Key Indicators of Financial Condition and Operating Performance



We use a variety of operating and other information to evaluate the financial
condition and operating performance of our business. These key indicators
include financial information that is prepared in accordance with U.S. Generally
Accepted Accounting Principles ("U.S. GAAP"), as well as other financial
information that is not prepared in accordance with U.S. GAAP. In addition, we
use other information that may not be financial in nature, including statistical
information and comparative data. We use this information to measure the
performance of individual hotels, groups of hotels and/or our business as a
whole. We periodically compare historical information to our internal budgets as
well as industry-wide information. These key indicators include:

• Occupancy percentage;

• Average Daily Rate (or ADR);

• Revenue per Available Room (or RevPAR);

• Earnings Before Interest, Income Taxes, Depreciation and Amortization (or


       EBITDA), Earnings Before Interest, Income Taxes, Depreciation and
       Amortization for real estate (or EBITDAre), and Adjusted EBITDA; and


• Funds From Operations (or FFO) and Adjusted FFO.





Occupancy, ADR and RevPAR are commonly used measures within the hotel industry
to evaluate operating performance. RevPAR, which is calculated as the product of
ADR and occupancy percentage, is an important statistic for monitoring operating
performance at the individual hotel level and across our business as a whole. We
evaluate individual hotel RevPAR performance on an absolute basis with
comparisons to budget and prior periods, as well as on a company-wide and
regional basis. ADR and RevPAR include only room revenue. Room revenue comprised
approximately 66% of our total revenues for the six months ended June 30, 2020
and is dictated by demand, as measured by occupancy percentage, pricing, as
measured by ADR, and our available supply of hotel rooms.

Our ADR, occupancy percentage and RevPAR performance may be impacted by
macroeconomic factors such as U.S. economic conditions generally, regional and
local employment growth, personal income and corporate earnings, office vacancy
rates and business relocation decisions, airport and other business and leisure
travel, increased use of lodging alternatives, new hotel construction and the
pricing strategies of our competitors. In addition, our ADR, occupancy
percentage and RevPAR performance is dependent on the continued success of our
hotels' global brands.

We also use EBITDA, EBITDAre, Adjusted EBITDA, FFO and Adjusted FFO as measures of the financial performance of our business. See "Non-GAAP Financial Measures."

COVID-19 Pandemic



In March 2020, the World Health Organization declared COVID-19 a global
pandemic. The pandemic has reduced travel and adversely affected the hospitality
industry in general. We have seen a significant reduction in or elimination of
lodging demand generators, including city-wide conferences, sporting and
entertainment events, corporate and leisure travel, and overall domestic airlift
capacity.

In response to COVID-19, we have taken the following aggressive actions at the property and corporate levels:


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• In coordination with our hotel operators, we suspended operations at 20 of

our hotels throughout March and April 2020. During the three months ended

June 30, 2020, we reopened 12 hotels. Subsequent to June 30, 2020, we
       reopened three additional hotels and have 25 of our 30 previously
       operating hotels open as of August 7, 2020.

• We have developed and implemented action plans with our hotel operators to

significantly reduce operating costs at each of our hotels.

• We have cultivated alternative demand for our hotels, where possible,


       including accommodating first responders and quarantined military
       personnel.

• We have canceled or deferred over 65% of our capital expenditures planned

for the remainder of 2020.

• We have paused the rebuild of Frenchman's Reef, which we had expected to

open as two separate hotels in late 2020.

• We suspended our quarterly dividend beginning with the dividend that would


       have been paid in April 2020. We expect to pay a dividend in January 2021
       sufficient to cover 100% of our taxable income, if any, for the year
       ending December 31, 2020.

• We drew down funds on our $400 million senior unsecured credit facility in

March 2020 to enhance our liquidity. As of June 30, 2020, we had $251.0

million of borrowing capacity on our the senior unsecured credit facility

and $87.8 million of unrestricted cash on hand.

• On June 9, 2020, we executed amendments to the credit agreements for our

$400 million senior unsecured credit facility and $400 million of

unsecured term loans. The amendments provide for a waiver of the

quarterly-tested financial covenants beginning with the second quarter of

2020 through the first quarter of 2021 and certain other modifications to


       the covenants thereafter through the fourth quarter of 2021.


•      On June 25, 2020, we refinanced our only significant near-term debt
       maturity by closing on a $48.0 million mortgage loan secured by the Salt
       Lake City Marriott Downtown. The loan proceeds were used to repay the
       existing $52.5 million mortgage loan secured by the Salt Lake City
       Marriott Downtown that was scheduled to mature on November 1, 2020. The
       new loan matures in January 2022 with an option to extend maturity to
       January 2023, subject to the satisfaction of certain conditions.

• We are exploring possible modifications to existing hotel management and

franchise agreements and are currently in discussions with certain hotel

managers and franchisors regarding potentially amending or restructuring


       those agreements to our benefit. Given the early nature of these
       negotiations, it is unclear what, if any, changes will result from such
       discussions.



The situation surrounding the COVID-19 pandemic remains fluid. Market demand for
lodging at our hotels is closely correlated with reported infection levels near
our hotel locations, consumer confidence, and guidance from health officials and
federal, state, and local governments.

Demand for our leisure-focused hotels has recovered more quickly than our urban
hotels. As demand returns, we will continue to aggressively asset manage our
hotels. We continue to carefully assess staffing needs, cleanliness and safety
protocols, business mix, and other initiatives. We expect that the COVID-19
pandemic will decrease the pipeline of supply of new hotel rooms within the
markets we operate, which will further stabilize RevPAR and profitability.

See also "Risk Factors" in Part II, Item 1A of this report.

Our Hotels



The following tables set forth certain operating information for the six months
ended June 30, 2020 for each of our hotels. The table indicates the operating
status of each hotel and the occupancy percentage, ADR and RevPAR for each hotel
for the portion of the six months ended June 30, 2020 that it was open.

                                     - 23-
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Hotels Open Throughout the Six Months Ended June 30,
2020 (1)
                                                                                                                                 % Change
                                                                    Number of                                                    from 2019
Property                    Location                                  Rooms

Occupancy (%) ADR ($) RevPAR($) RevPAR Salt Lake City Salt Lake City, Marriott Downtown Utah


510            28.0 %       167.49           46.81     (58.3 )%
Renaissance             Fort Worth,
Worthington             Texas                                            504            34.4 %       187.14           64.47     (56.8 )%
                        San Diego,
Westin San Diego        California                                       436            47.3 %       182.76           86.53     (44.6 )%
Westin Fort
Lauderdale Beach        Fort Lauderdale,
Resort                  Florida                                          433            49.5 %       251.18          124.30     (38.2 )%
Westin Washington,
D.C. City Center        Washington, D.C.                                 410            31.0 %       191.70           59.48     (68.5 )%
Marriott Atlanta
Alpharetta              Atlanta, Georgia                                 318            29.1 %       167.54           48.74     (60.2 )%

Courtyard


Manhattan/Midtown       New York, New
East                    York                                             321            76.2 %       154.60          117.86     (46.7 )%
Bethesda Marriott       Bethesda,
Suites                  Maryland                                         272            25.9 %       168.34           43.57     (67.7 )%
                        Huntington
                        Beach,
Shorebreak Hotel        California                                       157            55.2 %       211.59          116.73     (39.0 )%
L'Auberge de Sedona     Sedona, Arizona                                   88            50.3 %       568.53          286.00     (44.1 )%
TOTAL/WEIGHTED
AVERAGE FOR OPEN
HOTELS                                                                 3,449            40.7 %       200.33           81.47     (52.1 )%

Hotels Closed for a Portion of the Six Months Ended
June 30, 2020 (1)
                                                        Date of                                                                  % Change
                                            Date of    Reopening    Number of                                                    from 2019
Property                    Location        Closure       (2)         Rooms

Occupancy (%) ADR ($) RevPAR($) RevPAR Chicago Marriott Chicago, Downtown

                Illinois           4/10/2020       -           1,200            21.5 %     $ 164.29     $     35.30     (76.0 )%
Westin Boston           Boston,
Waterfront Hotel        Massachusetts      3/25/2020       -             793            29.9 %       196.96           58.95     (68.1 )%
Lexington Hotel New     New York, New
York                    York               3/29/2020       -             725            30.7 %       183.27           56.34     (72.3 )%
Hilton Boston           Boston,
Downtown                Massachusetts      3/23/2020     (3)             403            32.8 %       191.87           62.99     (75.1 )%

Vail Marriott Mountain Resort & Spa Vail, Colorado 3/20/2020 6/12/2020 344

            33.1 %       442.11          146.46     (33.2 )%
                        Chicago,
The Gwen Chicago        Illinois           3/31/2020   6/10/2020         311            31.8 %       193.42           61.51     (68.0 )%
Hilton Garden Inn       New York, New
Times Square Central    York               3/29/2020       -             282            38.5 %       154.35           59.40     (73.6 )%
                        Burlington,
Hilton Burlington       Vermont            3/31/2020     (4)             258            19.7 %       133.81           26.38     (79.2 )%

Hotel Palomar Phoenix Phoenix, Arizona 3/31/2020 6/21/2020 242

            37.4 %       225.78           84.49     (52.5 )%
JW Marriott Denver at
Cherry Creek            Denver, Colorado   3/22/2020   6/1/2020          199            31.6 %       228.56           72.19     (55.3 )%

Courtyard


Manhattan/Fifth         New York, New
Avenue                  York               3/27/2020       -             189            30.8 %       206.17           63.49     (69.1 )%
Barbary Beach House
Key West (formerly
the Sheraton Suites     Key West,
Key West ) (5)          Florida            3/23/2020   6/1/2020          184            46.6 %       315.35          146.87     (41.5 )%
The Lodge at Sonoma,    Sonoma,            3/21/2020                     182            23.0 %       233.39           53.58     (73.1 )%
a Renaissance Resort    California                       (6)
& Spa
Courtyard Denver
Downtown                Denver, Colorado   3/20/2020   6/1/2020          177            26.0 %       163.06           42.40     (71.7 )%
Renaissance             Charleston,
Charleston              South Carolina     4/6/2020    5/14/2020         166            40.2 %       225.04           90.56     (61.6 )%
Cavallo Point, The
Lodge at the Golden     Sausalito,
Gate                    California         3/17/2020   6/24/2020         142            23.5 %       445.49          104.56     (63.7 )%
Havana Cabana Key       Key West,
West                    Florida            3/23/2020   6/1/2020          106            48.7 %       271.00          131.99     (37.7 )%
                        San Francisco,
Hotel Emblem            California         3/23/2020   6/26/2020          96            33.9 %       255.03           86.46     (49.3 )%
                        South Lake
The Landing Resort &    Tahoe,
Spa                     California         3/23/2020   6/5/2020           82            33.1 %       299.20           99.16     (32.9 )%
Orchards Inn Sedona     Sedona, Arizona    3/31/2020   5/15/2020          70            37.2 %       209.22           77.91     (62.6 )%
TOTAL/WEIGHTED
AVERAGE FOR CLOSED
HOTELS                                                                 6,151            30.0 %       219.62           65.88     (65.5 )%

TOTAL/WEIGHTED
AVERAGE                                                                9,600            33.8 %     $ 211.29     $     71.48     (61.0 )%



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____________________

(1) Frenchman's Reef closed on September 6, 2017 due to Hurricane Irma and

remains closed. Accordingly, there is no operating information for the six

months ended June 30, 2020.

(2) Reopening dates, if applicable, as of June 30, 2020.

(3) The hotel reopened on July 31, 2020.

(4) The hotel reopened on July 16, 2020.

(5) On June 1, 2020, the hotel converted to an independent hotel, Barbary Beach

House Key West.

(6) The hotel reopened on July 1, 2020.

Results of Operations



The comparability of our results of operations for the three and six months
ended June 30, 2020 to the three and six months ended June 30, 2019 has been
significantly impacted by the effects of the the COVID-19 pandemic. We expect
the comparability of our results of operations in future periods of 2020 will be
similarly impacted.

Comparison of the Three Months Ended June 30, 2020 to the Three Months Ended June 30, 2019



In response to the COVID-19 pandemic, we suspended operations at 20 of our
hotels for all or a portion of the three months ended June 30, 2020. Twelve of
these hotels reopened by June 30, 2020. Eight of these hotels remained closed as
of June 30, 2020.

Revenue. Revenue consists primarily of the room, food and beverage and other operating revenues from our hotels, as follows (dollars in millions):


                        Three Months Ended June 30,
                              2020                  2019     % Change
Rooms             $        13.1                   $ 181.6     (92.8 )%
Food and beverage           3.0                      60.7     (95.1 )%
Other                       4.3                      15.6     (72.4 )%
Total revenues    $        20.4                   $ 257.9     (92.1 )%



Our total revenues decreased $237.5 million from $257.9 million for the three
months ended June 30, 2019 to $20.4 million for the three months ended June 30,
2020.

The following are key hotel operating statistics for the three months ended June 30, 2020 and 2019.


                Three Months Ended June 30,
                  2020               2019         % Change
Occupancy %           8.5 %              83.1 %    (74.6 )%
ADR         $      175.74       $      250.23      (29.8 )%
RevPAR      $       14.99       $      208.02      (92.8 )%


Food and beverage revenues decreased $57.7 million from the three months ended June 30, 2019.

Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, decreased by $11.3 million.

Hotel operating expenses. The operating expenses consisted of the following (dollars in millions):


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                                                 Three Months Ended June 30,
                                                  2020                  2019             % Change
Rooms departmental expenses                $          7.1         $          42.9           (83.4 )%
Food and beverage departmental expenses               4.7                    36.5           (87.1 )
Other departmental expenses                           0.6                     3.8           (84.2 )
General and administrative                            6.4                    21.6           (70.4 )
Utilities                                             3.0                     4.9           (38.8 )
Repairs and maintenance                               4.2                     8.8           (52.3 )
Sales and marketing                                   4.5                    17.2           (73.8 )
Franchise fees                                        0.8                     7.2           (88.9 )
Base management fees                                 (0.1 )                   5.5          (101.8 )
Incentive management fees                               -                     1.8          (100.0 )
Property taxes                                       14.6                    14.0             4.3
Other fixed charges                                   4.6                     4.0            15.0
Professional fees and pre-opening costs
related to Frenchman's Reef                           0.1                     3.7           (97.3 )
Lease expense                                         2.8                     3.3           (15.2 )
Total hotel operating expenses             $         53.3         $         175.2           (69.6 )%



Our hotel operating expenses decreased $121.9 million from $175.2 million for
the three months ended June 30, 2019 to $53.3 million for the three months ended
June 30, 2020. For the three months ended June 30, 2020, we accrued $2.9 million
of compensation and benefits expense for employees furloughed or laid-off at our
properties in connection with the the COVID-19 pandemic, which is included in
the general and administrative expenses above.

Depreciation and amortization. Depreciation and amortization is recorded on our
hotel buildings over 40 years for the periods subsequent to acquisition.
Depreciable lives of hotel furniture, fixtures and equipment are estimated as
the time period between the acquisition date and the date that the hotel
furniture, fixtures and equipment will be replaced. Our depreciation and
amortization expense decreased $0.6 million, or 1.9%, from the three months
ended June 30, 2019. This is primarily due to the timing of fully depreciated
capital expenditures.

Corporate expenses. Corporate expenses principally consist of employee-related
costs, including base payroll, bonus, restricted stock and severance. Corporate
expenses also include corporate operating costs, professional fees and
directors' fees. Our corporate expenses decreased $0.6 million, or 7.8%, from
$7.4 million for the three months ended June 30, 2019 to $6.8 million for the
three months ended June 30, 2020 primarily due to decreases in employee
compensation and other employee-related expenses. We expect corporate expenses
to decrease for each of the remaining quarters in 2020 compared with the
comparable quarter in 2019.

Interest expense. Our interest expense was $11.6 million and $12.4 million for
the three months ended June 30, 2020 and 2019, respectively, and was comprised
of the following (in millions):
                                                              Three Months Ended June 30,
                                                              2020                    2019
Mortgage debt interest                                $            6.5         $            6.6
Unsecured term loan interest                                       2.9                      3.5
Credit facility interest and unused fees                           1.8                      1.0
Amortization of debt issuance costs and debt premium               0.5                      0.5
Capitalized interest                                              (1.1 )                   (0.3 )
Interest rate swap mark-to-market and net settlements              1.0                      1.1
                                                      $           11.6         $           12.4



The decrease in interest expense is primarily related to the decrease in
unsecured term loan interest and an increase in capitalized interest recognized
related to Frenchman's Reef, partially offset by an increase in credit facility
interest incurred on the full draw down of our $400 million senior unsecured
credit facility in March 2020.


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Income taxes. We recorded an income tax benefit of $6.6 million for the three
months ended June 30, 2020 and an income tax expense of $4.6 million for the
three months ended June 30, 2019. The income tax benefit for the three months
ended June 30, 2020 includes $6.7 million of income tax benefit on the $24.6
million pre-tax loss of our domestic TRSs and foreign income tax expense of $0.1
million incurred on the $1.0 million pre-tax income of the TRS that owns
Frenchman's Reef. The income tax expense for the three months ended June 30,
2019 includes $4.7 million of income tax expense on the $17.1 million pre-tax
income of our domestic TRSs and foreign income tax benefit of $0.1 million
incurred on the $3.6 million pre-tax loss of the TRS that owns Frenchman's Reef.

Comparison of the Six Months Ended June 30, 2020 to the Six Months Ended June 30, 2019

In response to the COVID-19 pandemic, we suspended operations at 20 of our hotels for a portion of the six months ended June 30, 2020. Twelve of these hotels reopened by June 30, 2020. Eight of these hotels remained closed as of June 30, 2020.

Revenue. Revenue consists primarily of the room, food and beverage and other operating revenues from our hotels, as follows (dollars in millions):


                        Six Months Ended June 30,
                             2020                2019     % Change
Rooms             $       124.9                $ 318.3     (60.8 )%
Food and beverage          46.9                  111.2     (57.8 )%
Other                      18.6                   30.8     (39.6 )%
Total revenues    $       190.4                $ 460.3     (58.6 )%


Our total revenues decreased $269.9 million from $460.3 million for the six months ended June 30, 2019 to $190.4 million for the six months ended June 30, 2020.

The following are key hotel operating statistics for the six months ended June 30, 2020 and 2019.


                Six Months Ended June 30,
                 2020               2019        % Change
Occupancy %         33.8 %             78.2 %    (44.4 )%
ADR         $     211.29       $     234.48       (9.9 )%
RevPAR      $      71.48       $     183.30      (61.0 )%


Food and beverage revenues decreased $64.3 million from the six months ended June 30, 2019.

Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, decreased by $12.2 million.

Hotel operating expenses. The operating expenses consisted of the following (dollars in millions):


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                                                Six Months Ended June 30,
                                                 2020               2019            % Change
Rooms departmental expenses                $        42.8       $        81.7           (47.6 )%
Food and beverage departmental expenses             35.8                69.6           (48.6 )
Other departmental expenses                          4.6                 7.6           (39.5 )
General and administrative                          31.4                41.1           (23.6 )
Utilities                                            7.8                10.1           (22.8 )
Repairs and maintenance                             12.4                17.3           (28.3 )
Sales and marketing                                 18.6                32.7           (43.1 )
Franchise fees                                       6.6                13.1           (49.6 )
Base management fees                                 3.4                 9.9           (65.7 )
Incentive management fees                              -                 2.8          (100.0 )
Property taxes                                      29.2                28.5             2.5
Other fixed charges                                  8.9                 8.0            11.3
Professional fees and pre-opening costs
related to Frenchman's Reef                         (0.2 )               5.1          (103.9 )
Lease expense                                        5.8                 6.4            (9.4 )
Total hotel operating expenses             $       207.1       $       333.9           (38.0 )%



Our hotel operating expenses decreased $126.8 million from $333.9 million for
the six months ended June 30, 2019 to $207.1 million for the six months ended
June 30, 2020.

Depreciation and amortization. Depreciation and amortization is recorded on our
hotel buildings over 40 years for the periods subsequent to acquisition.
Depreciable lives of hotel furniture, fixtures and equipment are estimated as
the time period between the acquisition date and the date that the hotel
furniture, fixtures and equipment will be replaced. Our depreciation and
amortization expense increased $0.6 million, or 0.9%, from the six months ended
June 30, 2019. This is primarily due to capital expenditures from our recent
hotel renovations.

Corporate expenses. Corporate expenses principally consist of employee-related
costs, including base payroll, bonus, restricted stock and severance. Corporate
expenses also include corporate operating costs, professional fees and
directors' fees. Our corporate expenses decreased $2.1 million, or 14.4%, from
$14.5 million for the six months ended June 30, 2019 to $12.4 million for the
six months ended June 30, 2020 primarily due to decreases in employee
compensation and other employee-related expenses. We expect corporate expenses
to decrease for the second half of 2020 compared with the comparable period in
2019.

Business interruption insurance income. In September 2017, Hurricane Irma caused
significant damage to Frenchman's Reef, which resulted in lost revenue and
additional expenses covered under our insurance policies. In December 2019, we
settled the insurance claim for Frenchman's Reef. We did not recognize any
business interruption insurance income for the six months ended June 30, 2020
and we recognized $8.8 million of business interruption insurance income for the
six months ended June 30, 2019 related to the claim for Frenchman's Reef.

Interest expense. Our interest expense was $32.8 million and $24.1 million for
the six months ended June 30, 2020 and 2019, respectively, and was comprised of
the following (in millions):
                                                         Six Months Ended June 30,
                                                           2020             2019
Mortgage debt interest                                $      13.0       $      13.2
Unsecured term loan interest                                  6.1           

6.9


Credit facility interest and unused fees                      2.5           

1.7

Amortization of debt issuance costs and debt premium 1.0

1.1


Capitalized interest                                         (2.1 )            (0.5 )
Interest rate swap mark-to-market and net settlements        12.3               1.7
                                                      $      32.8       $      24.1



The increase in interest expense is primarily related to the mark-to-market of
our interest rate swaps, partially offset by an increase in capitalized interest
recognized related to Frenchman's Reef.

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Income taxes. We recorded an income tax benefit of $13.1 million for the six
months ended June 30, 2020 and an income tax expense of $0.7 million for the six
months ended June 30, 2019. The income tax benefit for the six months ended
June 30, 2020 includes $13.4 million of income tax benefit on the $48.7 million
pre-tax loss of our domestic TRSs and foreign income tax expense of $0.3 million
incurred on the $2.2 million pre-tax income of the TRS that owns Frenchman's
Reef. The income tax expense for the six months ended June 30, 2019 includes
$0.5 million of income tax expense on the $2.0 million pre-tax income of our
domestic TRSs and foreign income tax expense of $0.2 million incurred on the
$3.8 million pre-tax income of the TRS that owns Frenchman's Reef.

Liquidity and Capital Resources



Our short-term liquidity requirements consist primarily of funds necessary to
pay our scheduled debt service and operating expenses and capital expenditures
directly associated with our hotels. We have suspended our quarterly dividend
and expect to pay a dividend in January 2021 sufficient to cover 100% of our
taxable income, if any, for the year ending December 31, 2020. We currently
expect that our existing cash balances and available capacity on our senior
unsecured credit facility will be sufficient to meet our short-term liquidity
requirements.

Some of our mortgage debt agreements contain "cash trap" provisions that are
triggered when the hotel's operating results
fall below a certain debt service coverage ratio. When these provisions are
triggered, all of the excess cash flow generated by the hotel is deposited
directly into cash management accounts for the benefit of our lenders until a
specified debt service coverage ratio is reached and maintained for a certain
period of time. Such provisions do not allow the lender the right to accelerate
repayment of the underlying debt. As of June 30, 2020, the debt service coverage
ratios or debt yields for the Courtyard Manhattan Midtown East, Westin Boston
Waterfront Hotel, The Lodge at Sonoma, Westin Washington, D.C. City Center, JW
Marriott Denver at Cherry Creek, and Renaissance Worthington were below the
minimum thresholds such that the cash trap provision of each respective loan was
triggered. We expect that the cash trap provision on the Westin San Diego
mortgage loan will be triggered as of the third quarter of 2020 due to the
continuing negative impact of the COVID-19 pandemic on our hotel operations. We
do not expect that such cash traps affect our ability to satisfy our short-term
liquidity requirements.

Our long-term liquidity requirements consist primarily of funds necessary to pay
for the costs of acquiring additional hotels, renovations, and other capital
expenditures that need to be made periodically to our hotels, scheduled debt
payments, debt maturities, redemption of limited operating partnership units
("common OP units") and making distributions to our stockholders. We expect to
meet our long-term liquidity requirements through various sources of capital,
including cash provided by operations, borrowings, issuances of additional
equity, including common OP units, and/or debt securities and proceeds from
property dispositions. Our ability to incur additional debt is dependent upon a
number of factors, including the state of the credit markets, our degree of
leverage, the value of our unencumbered assets and borrowing restrictions
imposed by existing lenders. Our ability to raise capital through the issuance
of additional equity and/or debt securities is also dependent on a number of
factors including the current state of the capital markets, investor sentiment
and intended use of proceeds. We may need to raise additional capital if we
identify acquisition opportunities that meet our investment objectives and
require liquidity in excess of existing cash balances. Our ability to raise
funds through the issuance of equity securities depends on, among other things,
general market conditions for hotel companies and REITs and market perceptions
about our Company.

Our Financing Strategy

Since our formation in 2004, we have been committed to a conservative capital
structure with prudent leverage. Our outstanding debt consists of fixed interest
rate mortgage debt, unsecured term loans and borrowings on our senior unsecured
credit facility. We have a preference to maintain a significant portion of our
portfolio as unencumbered assets in order to provide balance sheet flexibility.
We expect that our strategy will enable us to maintain a balance sheet with an
appropriate amount of debt throughout all phases of the lodging cycle. We
believe that it is prudent to reduce the inherent risk of highly cyclical
lodging fundamentals through a low leveraged capital structure.

We prefer a relatively simple but efficient capital structure. We generally
structure our hotel acquisitions to be straightforward and to fit within our
capital structure; however, we will consider a more complex transaction, such as
the issuance of common OP units in connection with the acquisition of Cavallo
Point, if we believe that the projected returns to our stockholders will
significantly exceed the returns that would otherwise be available.

We believe that we maintain a reasonable amount of debt. As of June 30, 2020, we
had $1.2 billion of debt outstanding with a weighted average interest rate of
3.80% and a weighted average maturity date of approximately 3.9 years. We have
no near-term mortgage debt maturities and 23 of our 31 hotels unencumbered by
mortgage debt. We remain committed to our core strategy of prudent leverage.

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Information about our financing activities is available in Note 8 to the
accompanying consolidated financial statements. Further information is available
in Note 1 to the accompanying consolidated financial statements for measures
taken in response to the impact of COVID-19.

ATM Program



We have equity distribution agreements, dated August 8, 2018, with a number of
sales agents (the "ATM Program") to issue and sell, from time to time, shares of
our common stock, par value $0.01 per share, having an aggregate offering price
of up to $200 million (the "ATM Shares"). Sales of the ATM Shares can be made in
privately negotiated transactions and/or any other method permitted by law,
including sales deemed to be an "at the market" offering, which includes sales
made directly on the New York Stock Exchange or sales made to or through a
market maker other than on an exchange. Actual future sales of the ATM Shares
will depend upon a variety of factors, including but not limited to market
conditions, the trading price of the Company's common stock and the Company's
capital needs. We have no obligation to sell the ATM Shares under the ATM
Program. During the three and six months ended June 30, 2020, we
sold 135,481 shares of our common stock at an average price of $7.56 per share
for proceeds of $1.0 million, net of approximately $10 thousand in fees paid to
the applicable sales agent. As of August 7, 2020, shares of common stock having
an aggregate offering price of up to $199.0 million remained available for sale
under the ATM Program.
Share Repurchase Program

Our board of directors has approved a share repurchase program (the "Share
Repurchase Program") authorizing us to repurchase shares of our common stock
having an aggregate price of up to $250 million. Information about our Share
Repurchase Program is found in Note 5 to the accompanying consolidated financial
statements. During the first quarter of 2020, we repurchased 1,119,438 shares of
our common stock at an average price of $8.91 per share for a total purchase
price of $10.0 million. These shares were all repurchased prior to March 4,
2020. We retired all repurchased shares on their respective settlement dates. We
have suspended share repurchases and, pursuant to our Amended Credit Agreements,
as defined below, may not repurchase shares while our financial covenant
requirements are waived. As of August 7, 2020, we have $165.2 million of
authorized capacity remaining under our Share Repurchase Program.

Short-Term Borrowings

Other than borrowings under our senior unsecured credit facility, discussed below, we do not utilize short-term borrowings to meet liquidity requirements.

Senior Unsecured Credit Facility and Unsecured Term Loans



We are party to a $400 million senior unsecured credit facility expiring in July
2023, a $350 million unsecured term loan maturing in July 2024 and a $50 million
unsecured term loan maturing in October 2023. The maturity date for the senior
unsecured credit facility may be extended for an additional year upon the
payment of applicable fees and the satisfaction of certain customary conditions.
On June 9, 2020, we executed amendments to the credit agreements ("Amended
Credit Agreements") for our $400 million senior unsecured credit facility and
$400 million of unsecured term loans. The Amended Credit Agreements provide for
a waiver of the quarterly-tested financial covenants beginning with the second
quarter of 2020 through the first quarter of 2021 and certain other
modifications to the covenants thereafter through the fourth quarter of 2021.
Additional information about the Amended Credit Agreements, including the
restrictions imposed by the Amended Credit Agreements and their impacts on our
liquidity, sources of capital, and ability to incur additional debt, can be
found in Note 8 to the accompanying consolidated financial statements. As of
June 30, 2020, we had $149.0 million of borrowings outstanding under our senior
unsecured credit facility.

Sources and Uses of Cash

Our principal sources of cash are net cash flow from hotel operations, sales of
common stock, debt financings and proceeds from hotel dispositions. Our
principal uses of cash are acquisitions of hotel properties, debt service and
maturities, share repurchases, capital expenditures, operating costs, corporate
expenses, and distributions to holders of common stock and units. As of June 30,
2020, we had $87.8 million of unrestricted cash and $36.4 million of restricted
cash.

Our net cash used in operations was $20.1 million for the six months ended June 30, 2020. Our cash from operations generally consists of the net cash flow from hotel operations, offset by cash paid for corporate expenses and other working capital changes.


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Our net cash used in investing activities was $60.4 million for the six months
ended June 30, 2020, which is composed of capital expenditures at our operating
hotels of $31.8 million, capital expenditures for the rebuild of Frenchman's
Reef of $37.7 million, and $1.6 million of cash paid for the acquisition of the
remaining interest in land underlying the Shorebreak Hotel, offset by $10.7
million of proceeds from our property insurance policy related to our hotels
impacted by Hurricanes Irma and Maria.

Our net cash provided by financing activities was $25.0 million for the six
months ended June 30, 2020, which consisted of $74.0 million in net draws on our
senior unsecured credit facility and $48.0 million proceeds of mortgage debt
offset by the $52.5 million repayment of mortgage debt from the refinancing of
the mortgage loan secured by the Salt Lake City Marriott Downtown, $25.6 million
of distributions paid to holders of common stock and units, $10.0 million of
share repurchases, $7.1 million of scheduled mortgage debt principal payments,
$1.0 million proceeds from the sale of common stock under the ATM Program, $1.4
million paid for financing costs on the Amended Credit Agreements and Salt Lake
City Marriott mortgage loan refinancing, $1.2 million paid to repurchase shares
upon the vesting of restricted stock for the payment of tax withholding
obligations, and $0.2 million paid for the redemption of common OP units.

We do not anticipate that we will receive any meaningful net cash flow from
operations at our operating hotels for the remainder of the year ending December
31, 2020. We expect our uses of cash for the remainder of the year ending
December 31, 2020 will be regularly scheduled debt service payments, capital
expenditures, potential funding of hotel working capital requirements, the
distribution of 100% of our taxable income, if any, for the year ended December
31, 2020 to holders of common stock and units, and corporate expenses.

Dividend Policy



We intend to distribute to our stockholders dividends at least equal to our REIT
taxable income to avoid paying corporate income tax and excise tax on our
earnings (other than the earnings of our TRS, which are all subject to tax at
regular corporate rates) and to qualify for the tax benefits afforded to REITs
under the Code. In order to qualify as a REIT under the Code, we generally must
make distributions to our stockholders each year in an amount equal to at least:

• 90% of our REIT taxable income determined without regard to the dividends


       paid deduction and excluding net capital gains, plus


• 90% of the excess of our net income from foreclosure property over the tax

imposed on such income by the Code, minus

• any excess non-cash income.





The timing and frequency of distributions will be authorized by our board of
directors and declared by us based upon a variety of factors, including our
financial performance, restrictions under applicable law and our current and
future loan agreements, our debt service requirements, our capital expenditure
requirements, the requirements for qualification as a REIT under the Code and
other factors that our board of directors may deem relevant from time to time.

We have paid the following dividends to holders of our common stock and
distributions to holders of common OP units and LTIP units during 2020 as
follows:
                                       Dividend
Payment Date         Record Date      per Share
January 13, 2020   January 2, 2020   $     0.125



Our board of directors suspended the quarterly dividend that would have been
paid in April 2020 and July 2020. We expect to pay a dividend in January 2021
sufficient to cover 100% of our taxable income, if any, for the year
ending December 31, 2020.

Capital Expenditures



The management and franchise agreements for each of our hotels provide for the
establishment of separate property improvement funds to cover, among other
things, the cost of replacing and repairing furniture, fixtures and equipment at
our hotels and other routine capital expenditures. Contributions to the property
improvement fund are calculated as a percentage of hotel revenues. In addition,
we may be required to pay for the cost of certain additional improvements that
are not permitted to be funded from the property improvement fund under the
applicable management or franchise agreement. As of June 30, 2020, we have set
aside $31.2 million for capital projects in property improvement funds, which
are included in restricted cash.


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We spent approximately $31.8 million on capital improvements at our operating
hotels during the six months ended June 30, 2020. Additionally, we spent
approximately $37.7 million on the rebuild of Frenchman's Reef during the six
months ended June 30, 2020. In response to the COVID-19 pandemic, we have
canceled or deferred a significant portion of the planned capital improvements
at our operating hotels. We currently expect to spend approximately $50 million
on capital improvements at our operating hotels during 2020. We have paused the
rebuild of Frenchman's Reef and currently expect construction to resume in 2021.

Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.

Non-GAAP Financial Measures



We use the following non-GAAP financial measures that we believe are useful to
investors as key measures of our operating performance: EBITDA, EBITDAre,
Adjusted EBITDA, FFO and Adjusted FFO. These measures should not be considered
in isolation or as a substitute for measures of performance in accordance with
U.S. GAAP. EBITDA, EBITDAre, Adjusted EBITDA, FFO and Adjusted FFO, as
calculated by us, may not be comparable to other companies that do not define
such terms exactly as the Company.

Use and Limitations of Non-GAAP Financial Measures



Our management and Board of Directors use EBITDA, EBITDAre, Adjusted EBITDA, FFO
and Adjusted FFO to evaluate the performance of our hotels and to facilitate
comparisons between us and other lodging REITs, hotel owners who are not REITs
and other capital intensive companies. The use of these non-GAAP financial
measures has certain limitations. These non-GAAP financial measures as presented
by us, may not be comparable to non-GAAP financial measures as calculated by
other real estate companies. These measures do not reflect certain expenses or
expenditures that we incurred and will incur, such as depreciation, interest and
capital expenditures. We compensate for these limitations by separately
considering the impact of these excluded items to the extent they are material
to operating decisions or assessments of our operating performance. Our
reconciliations to the most comparable U.S. GAAP financial measures, and our
consolidated statements of operations and cash flows, include interest expense,
capital expenditures, and other excluded items, all of which should be
considered when evaluating our performance, as well as the usefulness of our
non-GAAP financial measures.

These non-GAAP financial measures are used in addition to and in conjunction
with results presented in accordance with U.S. GAAP. They should not be
considered as alternatives to operating profit, cash flow from operations, or
any other operating performance measure prescribed by U.S. GAAP. These non-GAAP
financial measures reflect additional ways of viewing our operations that we
believe, when viewed with our U.S. GAAP results and the reconciliations to the
corresponding U.S. GAAP financial measures, provide a more complete
understanding of factors and trends affecting our business than could be
obtained absent this disclosure. We strongly encourage investors to review our
financial information in its entirety and not to rely on a single financial
measure.

EBITDA, EBITDAre and FFO



EBITDA represents net income (calculated in accordance with U.S. GAAP)
excluding: (1) interest expense; (2) provision for income taxes, including
income taxes applicable to sale of assets; and (3) depreciation and
amortization. The Company computes EBITDAre in accordance with the National
Association of Real Estate Investment Trusts ("Nareit") guidelines, as defined
in its September 2017 white paper "Earnings Before Interest, Taxes, Depreciation
and Amortization for Real Estate." EBITDAre represents net income (calculated in
accordance with U.S. GAAP) adjusted for: (1) interest expense; (2) provision for
income taxes, including income taxes applicable to sale of assets;
(3) depreciation and amortization; (4) gains or losses on the disposition of
depreciated property, including gains or losses on change of control; (5)
impairment write-downs of depreciated property and of investments in
unconsolidated affiliates caused by a decrease in value of depreciated property
in the affiliate; and (6) adjustments to reflect the entity's share of EBITDAre
of unconsolidated affiliates.

We believe EBITDA and EBITDAre are useful to an investor in evaluating our
operating performance because they help investors evaluate and compare the
results of our operations from period to period by removing the impact of our
capital structure (primarily interest expense) and our asset base (primarily
depreciation and amortization, and in the case of EBITDAre, impairment and gains
or losses on dispositions of depreciated property) from our operating results.
In addition, covenants included in our debt

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agreements use EBITDA as a measure of financial compliance. We also use EBITDA and EBITDAre as measures in determining the value of hotel acquisitions and dispositions.



The Company computes FFO in accordance with standards established by the Nareit,
which defines FFO as net income determined in accordance with U.S. GAAP,
excluding gains or losses from sales of properties and impairment losses, plus
real estate related depreciation and amortization. The Company believes that the
presentation of FFO provides useful information to investors regarding its
operating performance because it is a measure of the Company's operations
without regard to specified non-cash items, such as real estate related
depreciation and amortization and gains or losses on the sale of assets. The
Company also uses FFO as one measure in assessing its operating results.

Adjustments to EBITDAre and FFO



We adjust EBITDAre and FFO when evaluating our performance because we believe
that the exclusion of certain additional items described below provides useful
supplemental information to investors regarding our ongoing operating
performance and that the presentation of Adjusted EBITDA and Adjusted FFO, when
combined with U.S. GAAP net income, EBITDAre and FFO, is beneficial to an
investor's complete understanding of our consolidated operating performance. We
adjust EBITDAre and FFO for the following items:

• Non-Cash Lease Expense and Other Amortization: We exclude the non-cash


        expense incurred from the straight line recognition of expense from our
        ground leases and other contractual obligations and the non-cash
        amortization of our favorable and unfavorable contracts, originally
        recorded in conjunction with certain hotel acquisitions. We exclude these
        non-cash items because they do not reflect the actual cash amounts due to
        the respective lessors in the current period and they are of lesser
        significance in evaluating our actual performance for that period.

• Cumulative Effect of a Change in Accounting Principle: The Financial

Accounting Standards Board promulgates new accounting standards that

require or permit the consolidated statement of operations to reflect the


        cumulative effect of a change in accounting principle. We exclude the
        effect of these adjustments, which include the accounting impact from
        prior periods, because they do not reflect the Company's actual
        underlying performance for the current period.

• Gains or Losses from Early Extinguishment of Debt: We exclude the effect

of gains or losses recorded on the early extinguishment of debt because


        these gains or losses result from transaction activity related to the
        Company's capital structure that we believe are not indicative of the
        ongoing operating performance of the Company or our hotels.

Hotel Acquisition Costs: We exclude hotel acquisition costs expensed


        during the period because we believe these transaction costs are not
        reflective of the ongoing performance of the Company or our hotels.

• Severance Costs: We exclude corporate severance costs, or reversals

thereof, incurred with the termination of corporate-level employees and

severance costs incurred at our hotels related to lease terminations or


        structured severance programs because we believe these costs do not
        reflect the ongoing performance of the Company or our hotels.


•       Hotel Manager Transition Items: We exclude the transition items
        associated with a change in hotel manager because we believe these items
        do not reflect the ongoing performance of the Company or our hotels.


•       Other Items: From time to time we incur costs or realize gains that we

consider outside the ordinary course of business and that we do not

believe reflect the ongoing performance of the Company or our hotels.

Such items may include, but are not limited to the following: pre-opening

costs incurred with newly developed hotels; lease preparation costs

incurred to prepare vacant space for marketing; management or franchise

contract termination fees; gains or losses from legal settlements; costs

incurred related to natural disasters; and gains on property insurance

claim settlements, other than income related to business interruption


        insurance.



In addition, to derive Adjusted FFO we exclude any unrealized fair value adjustments to derivative instruments. We exclude these non-cash amounts because they do not reflect the underlying performance of the Company.

The following table is a reconciliation of our U.S. GAAP net income to EBITDA, EBITDAre and Adjusted EBITDA (in thousands):


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                                Three Months Ended June 30,              Six Months Ended June 30,

                                  2020                 2019               2020                2019
Net (loss) income          $       (73,387 )     $       29,074     $     (108,079 )     $      38,054
Interest expense                    11,629               12,418             32,847              24,080
Income tax (benefit)
expense                             (6,615 )              4,571            (13,058 )               722
Real estate related
depreciation and
amortization                        28,783               29,335             58,883              58,331
EBITDA / EBITDAre                  (39,590 )             75,398            (29,407 )           121,187
Non-cash lease expense and
other amortization                   1,708                1,784              3,458               3,499
Professional fees and
pre-opening costs related
to Frenchman's Reef (1)                122                3,700               (175 )             5,067
Hotel manager transition
costs (2)                              334                  171                561                 468
Severance costs (3)                    393                    -                393                   -
Adjusted EBITDA            $       (37,033 )     $       81,053     $      (25,170 )     $     130,221


____________________

(1) Represents pre-opening costs related to the reopening of Frenchman's Reef,


        as well as legal and professional fees and other costs incurred at
        Frenchman's Reef as a result of Hurricane Irma that are not covered by
        insurance.

(2) Three months ended June 30, 2020 consists of manager transition costs of

$0.3 million related to the Westin Boston Waterfront Hotel. Six months

ended June 30, 2020 consists of manager transition costs of $1.1 million

related to the L'Auberge de Sedona, Orchards Inn Sedona and the Westin

Boston Waterfront Hotel and a downward adjustment of $0.6 million to the

termination fees for the Sheraton Suites Key West franchise agreement.

Three months ended June 30, 2019 consist of (a) $0.1 million of

pre-opening costs related to the reopening of the Hotel Emblem and (b)

$0.1 million of manager transition costs related to the Westin Washington,

D.C. City Center. Six months ended June 30, 2019 consists of (a) $0.4

million of pre-opening costs related to the reopening of the Hotel Emblem

and (b) $0.1 million of manager transition costs related to the Westin

Washington, D.C. City Center.

(3) Three and six months ended June 30, 2020 consists of severance costs

incurred with the elimination of positions at our hotels, which are

classified within other hotel expenses on the consolidated statement of


        operations.



The following table is a reconciliation of our U.S. GAAP net income to FFO and Adjusted FFO (in thousands):


                                   Three Months Ended June 30,             Six Months Ended June 30,

                                     2020                2019               2020                2019
Net (loss) income             $       (73,387 )     $      29,074     $     (108,079 )     $     38,054
Real estate related
depreciation and amortization          28,783              29,335             58,883             58,331
FFO                                   (44,604 )            58,409            (49,196 )           96,385
Non-cash lease expense and
other amortization                      1,708               1,784              3,458              3,499
Professional fees and
pre-opening costs related to
Frenchman's Reef (1)                      122               3,700               (175 )            5,067
Hotel manager transition
costs (2)                                 334                 171                561                468
Severance costs (3)                       393                   -                393                  -
Fair value adjustments to
interest rate swaps                     1,000               1,075             12,312              1,647
Adjusted FFO                  $       (41,047 )     $      65,139     $      (32,647 )     $    107,066

____________________


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(1) Represents pre-opening costs related to the reopening of Frenchman's Reef,


        as well as legal and professional fees and other costs incurred at
        Frenchman's Reef as a result of Hurricane Irma that are not covered by
        insurance.

(2) Three months ended June 30, 2020 consists of manager transition costs of

$0.3 million related to the Westin Boston Waterfront Hotel. Six months

ended June 30, 2020 consists of manager transition costs of $1.1 million

related to the L'Auberge de Sedona, Orchards Inn Sedona and the Westin

Boston Waterfront Hotel and a downward adjustment of $0.6 million to the

termination fees for the Sheraton Suites Key West franchise agreement.

Three months ended June 30, 2019 consist of (a) $0.1 million of

pre-opening costs related to the reopening of the Hotel Emblem and (b)

$0.1 million of manager transition costs related to the Westin Washington,

D.C. City Center. Six months ended June 30, 2019 consists of (a) $0.4

million of pre-opening costs related to the reopening of the Hotel Emblem

and (b) $0.1 million of manager transition costs related to the Westin

Washington, D.C. City Center.

(3) Three and six months ended June 30, 2020 consists of severance costs

incurred with the elimination of positions at our hotels, which are

classified within other hotel expenses on the consolidated statement of


        operations.




Critical Accounting Policies

Our unaudited consolidated financial statements have been prepared in conformity
with U.S. GAAP, which 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. While we do not believe that the reported amounts would be
materially different, application of these policies involves the exercise of
judgment and the use of assumptions as to future uncertainties and, as a result,
actual results could differ from these estimates. We evaluate our estimates and
judgments on an ongoing basis. We base our estimates on experience and on
various other assumptions that we believe to be reasonable under the
circumstances. All of our significant accounting policies, including certain
critical accounting policies, are disclosed in our Annual Report on Form 10-K
for the year ended December 31, 2019.

Investment in Hotels



Acquired hotels, land improvements, building and furniture, fixtures and
equipment and identifiable intangible assets that are generally accounted for as
asset acquisitions are recorded at total cost and allocated based on relative
fair value. Direct acquisition-related costs are capitalized as a component of
the acquired assets. Additions to property and equipment, including current
buildings, improvements, furniture, fixtures and equipment are recorded at cost.
Property and equipment are depreciated using the straight-line method over an
estimated useful life of 5 to 40 years for buildings, land improvements, and
building improvements and 1 to 10 years for furniture and equipment.
Identifiable intangible assets are typically related to contracts, including
ground lease agreements and hotel management agreements, which are recorded at
fair value. Above-market and below-market contract values are based on the
present value of the difference between contractual amounts to be paid pursuant
to the contracts acquired and our estimate of the fair market contract rates for
corresponding contracts. Contracts acquired that are at market do not have
significant value. We enter into a hotel management agreement at the time of
acquisition and such agreements are generally based on market terms. Intangible
assets are amortized using the straight-line method over the remaining
non-cancelable term of the related agreements. In making estimates of fair
values for purposes of allocating purchase price, we may utilize a number of
sources that may be obtained in connection with the acquisition or financing of
a property and other market data. Management also considers information obtained
about each property as a result of its pre-acquisition due diligence in
estimating the fair value of the tangible and intangible assets acquired.

We review our investments in hotels for impairment whenever events or changes in
circumstances indicate that the carrying value of our investments in hotels may
not be recoverable. Events or circumstances that may cause us to perform a
review include, but are not limited to, adverse changes in the demand for
lodging at our properties, current or projected losses from operations, and an
expectation that the property is more likely than not to be sold significantly
before the end of its useful life. Management performs an analysis to determine
if the estimated undiscounted future cash flows from operations and the proceeds
from the ultimate disposition of a hotel, less costs to sell, exceed the its
carrying value. If the estimated undiscounted future cash flows are less than
the carrying amount of the asset, an adjustment to reduce the carrying value to
the related hotels' estimated fair market value is recorded and an impairment
loss is recognized.

While our hotels have experienced improvement in certain key operating measures
as the general economic conditions improve, the operating performance at certain
of our hotels has not achieved our expected levels. As part of our overall
capital allocation strategy, we assess underperforming hotels for possible
disposition, which could result in a reduction in the carrying values of these
properties.

Inflation


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Operators of hotels, in general, possess the ability to adjust room rates daily
to reflect the effects of inflation. However, competitive pressures may limit
the ability of our management companies to raise room rates.

Seasonality



The periods during which our hotels experience higher revenues vary from
property to property, depending principally upon location and the customer base
served. Accordingly, we expect some seasonality in our business. Volatility in
our financial performance from the seasonality of the lodging industry could
adversely affect our financial condition and results of operations.

New Accounting Pronouncements Not Yet Implemented

None.


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