8-K - SHO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 3, 2024

Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)



Maryland	001-32319	20-1296886
(State or Other Jurisdiction of<br>Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer<br>Identification Number)


15 Enterprise, Suite 200 ** Aliso Viejo , California**		92656
(Address of Principal Executive Offices)		(Zip Code)

( 949 ) 330-4000

(Registrant’s telephone number including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	SHO	New York Stock Exchange
Series H Cumulative Redeemable Preferred Stock, $0.01 par value	SHO.PRH	New York Stock Exchange
Series I Cumulative Redeemable Preferred Stock, $0.01 par value	SHO.PRI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


	Emerging growth company	☐

If an emerging growth company, indicate by checkmark 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. ◻

Item 2.02.Results of Operations and Financial Condition.

On May 6, 2024, Sunstone Hotel Investors, Inc. (the “Company”) issued a press release regarding its financial results for the first quarter ended March 31, 2024. The press release referred to supplemental financial information that is available on the Company’s website, free of charge, at www.sunstonehotels.com. A copy of the press release and the supplemental financial information are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by this reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.07.Submission of Matters to a Vote of Security Holders.

On May 3, 2024, the Company held its Annual Meeting of Stockholders. The matters on which the stockholders voted, in person or by proxy, and the results of such voting were as follows:

1)	Election of eight directors to serve until the next annual meeting and until their successors are elected and qualified:

---	---	---	---	---	---	---	---	---
		Votes For		Votes Against		Abstentions		Broker Non-Votes
W. Blake Baird		168,512,018		10,219,509		330,253		9,731,564
Andrew Batinovich		173,627,338		5,104,189		330,253		9,731,564
Monica S. Digilio		172,453,502		6,278,025		330,253		9,731,564
Bryan A. Giglia		170,346,322		8,385,316		330,142		9,731,564
Kristina M. Leslie		176,107,335		2,623,848		330,597		9,731,564
Murray J. McCabe		175,390,621		3,340,906		330,253		9,731,564
Verett Mims		176,216,468		2,515,058		330,254		9,731,564
Douglas M. Pasquale		140,753,489		38,057,980		250,311		9,731,564

2)	Ratification of the Audit Committee’s appointment of Ernst & Young LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

---	---	---	---	---	---	---
Votes For		Votes Against		Abstentions		Broker Non-Votes
183,022,813		5,747,131		23,400		—

3)	Advisory vote to approve the compensation of the Company’s named executive officers:

---	---	---	---	---	---	---
Votes For		Votes Against		Abstentions		Broker Non-Votes
173,138,457		5,628,967		294,356		9,731,564

Item 9.01.Financial Statements and Exhibits.

(d) The following exhibits are furnished herewith:

EXHIBIT INDEX


Exhibit No.	****	Description
99.1		Press Release, dated May 6, 2024.
99.2		Supplemental Financial Information for the first quarter ended March 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.


	Sunstone Hotel Investors, Inc.

Date: May 6, 2024	By:	/s/ Aaron R. Reyes
		Aaron R. Reyes (Principal Financial Officer and Duly Authorized Officer)

Exhibit 99.1

For Additional Information:

Aaron Reyes

Sunstone Hotel Investors, Inc.

(949) 382-3018

SUNSTONE HOTEL INVESTORS REPORTS RESULTS FOR FIRST QUARTER 2024

Acquires the Hyatt Regency San Antonio Riverwalk

Increases Quarterly Dividend

ALISO VIEJO, CA – May 6, 2024 – Sunstone Hotel Investors, Inc. (the “Company” or “Sunstone”) (NYSE: SHO) today announced results for the first quarter ended March 31, 2024.

First Quarter 2024 Operational Results (as compared to First Quarter 2023):

●	Net Income: Net income was $13.0 million as compared to $21.1 million.
●	Comparable RevPAR: Comparable RevPAR decreased 5.1% to $223.06. The average daily rate was $325.16 and occupancy was 68.6%. Excluding The Confidante Miami Beach as it transitions to Andaz Miami Beach, RevPAR decreased 0.7%.
---	---
●	Adjusted EBITDAre: Adjusted EBITDAre decreased 9.2% to $54.5 million.
---	---
●	Adjusted FFO: Adjusted FFO attributable to common stockholders per diluted share decreased 14.3% to $0.18.
---	---

Information regarding the non-GAAP financial measures disclosed in this release is provided below in “Non-GAAP Financial Measures.” Reconciliations of non-GAAP financial measures to the most comparable GAAP measure for each of the periods presented are included later in this release.

Bryan A. Giglia, Chief Executive Officer, stated, “We are pleased with our portfolio’s performance during the first quarter, despite it being the most challenging quarterly comparison of the year relative to 2023, which benefited from highly compressed demand in the early part of the year. We expect our performance for the remainder of the year to accelerate, benefiting from a strong base of group business, and so we have reaffirmed the midpoint of our prior earnings guidance, as adjusted for our recent transaction activity. Following the end of the quarter, we announced the acquisition of the Hyatt Regency San Antonio Riverwalk, successfully redeploying a portion of the proceeds from the sale of Boston Park Plaza and providing an additional layer of earnings growth in addition to the successful performance of the recently rebranded The Westin Washington, DC Downtown, the expected growth from the rebranding of the Marriott Long Beach Downtown at the end of the first quarter and the expected completion of the transformation of Andaz Miami Beach at the end of the year. Our balanced approach to capital allocation is expected to provide meaningful growth into 2025 and beyond.”

Mr. Giglia continued, “Our Board of Directors has elected to increase our quarterly cash dividend, reflecting the incremental earnings from our recent acquisition and our intention to better calibrate the base quarterly distributions with our expected full-year taxable income. Together with the increase in our dividend from last year, our base quarterly dividend is now 80% higher than it was a year ago and is consistent with our strategy of returning incremental capital to stockholders.”

Unaudited Selected Statistical and Financial Data ($ in millions, except RevPAR, ADR and per share amounts)


	Quarter Ended March 31,
	2024		****	2023		****	Change

Net Income	$	13.0		$	21.1		(38.2)	%
Income Attributable to Common Stockholders per Diluted Share	$	0.05		$	0.08		(37.5)	%

Comparable Operating Statistics (1)
RevPAR	$	223.06		$	234.93		(5.1)	%
Occupancy		68.6	%		70.5	%	(190)	bps
Average Daily Rate	$	325.16		$	333.24		(2.4)	%

Comparable Operating Statistics, excluding The Confidante Miami Beach
RevPAR	$	229.16		$	230.81		(0.7)	%
Occupancy		70.1	%		69.7	%	40	bps
Average Daily Rate	$	326.90		$	331.15		(1.3)	%

Comparable Adjusted EBITDAre Margin, excluding The Confidante Miami Beach		24.6	%		27.9	%	(330)	bps

Adjusted EBITDAre	$	54.5		$	60.0		(9.2)	%
Adjusted FFO Attributable to Common Stockholders	$	37.5		$	43.8		(14.4)	%
Adjusted FFO Attributable to Common Stockholders per Diluted Share	$	0.18		$	0.21		(14.3)	%
(1)	Comparable operating statistics presented in this release include all 14 hotels owned by the Company at March 31, 2024.
---	---

Recent Developments

Hyatt Regency San Antonio Riverwalk Acquisition: In April 2024, the Company completed the previously announced acquisition of the 630-room Hyatt Regency San Antonio Riverwalk for a contractual purchase price of $230.0 million. The recently renovated, well-located hotel is situated directly between San Antonio’s famous Riverwalk and the Alamo and with easy access to the convention center. Affiliates of Hyatt Hotels Corporation will continue to manage the hotel and will contribute $8.0 million of key money as part of the transaction, subject to certain terms and conditions. Inclusive of the incentives offered by Hyatt, the net purchase price implies a value of $352,000 per key and represents an 11.1x multiple and an 8.0% capitalization rate based on the midpoint of the Company’s projected full year 2024 earnings for the hotel. The acquisition was funded from available cash and reflects the accretive redeployment of a portion of the proceeds received from the Company’s sale of the Boston Park Plaza in October 2023.

Andaz Miami Beach Conversion: The Confidante Miami Beach suspended its operations on March 25, 2024 to allow for extensive renovation work to be performed. The Company expects the resort to resume operations as Andaz Miami Beach in the fourth quarter of 2024 and that the renovated resort will contribute to meaningful earnings growth beginning in the first quarter of 2025.

Marriott Long Beach Downtown Conversion: In March 2024, the Company converted the Renaissance Long Beach to the Marriott Long Beach Downtown in connection with a renovation of the hotel. The Company expects the renovation work to be completed in the second quarter with the hotel expected to generate incremental revenue and earnings in the second half of 2024.

Balance Sheet and Liquidity Update

As of March 31, 2024, the Company had $471.0 million of cash and cash equivalents, including restricted cash of $70.3 million, total assets of $3.1 billion, including $2.6 billion of net investments in hotel properties, total debt of $818.5 million and stockholders’ equity of $2.2 billion. Following the acquisition of the Hyatt Regency San Antonio Riverwalk, the Company’s pro forma cash and cash equivalents including restricted cash would be $241.0 million.

Capital Investments Update

During the first quarter of 2024, the Company invested $27.7 million into its portfolio. The majority of the investment consisted of the conversions of The Confidante Miami Beach to Andaz Miami Beach and the Renaissance Long Beach to the Marriott Long Beach Downtown. The Company currently expects to invest approximately $135 million to $155 million into its portfolio in 2024, with the majority of the investment relating to the conversions of Andaz Miami Beach and the Marriott Long Beach Downtown and a soft goods renovation at Wailea Beach Resort. The Company anticipates that it will incur approximately $13 million to $15 million of EBITDAre displacement in 2024 in connection with its planned capital investments.

2024 Outlook

For the full year 2024, the Company expects:


Metric ($ in millions, except per share data)	Prior Full Year 2024 Guidance (1)	Adjustments (2)	Adjusted Prior Full Year 2024 Guidance	Current<br><br>Full Year 2024<br><br>Guidance (3)	Change in Full Year 2024 Guidance Midpoint
Net Income	$46 to $71	+ $4	$50 to $75	$56 to $77	+ $4
Total Portfolio RevPAR Growth (4)	+ 2.5% to + 5.5%	- 0.25%	+ 2.25% to + 5.25%	+ 2.25% to + 5.25%	0.0%
Total Portfolio RevPAR Growth, excluding The Confidante Miami Beach (4)	+ 5.0% to + 8.0%	- 0.25%	+ 4.75% to + 7.75%	+ 4.75% to + 7.75%	0.0%
Adjusted EBITDAre	$230 to $255	+ $10	$240 to $265	$242 to $263	$0
Adjusted FFO Attributable to Common Stockholders	$159 to $184	+ $10	$169 to $194	$171 to $192	$0
Adjusted FFO Attributable to Common Stockholders per Diluted Share	$0.78 to $0.90	+ $0.05	$0.83 to $0.95	$0.84 to $0.94	$0
Diluted Weighted Average Shares Outstanding	204,500,000	—	204,500,000	204,500,000	—

(1)	Reflects guidance presented on February 23, 2024.
(2)	Includes adjustments to reflect the impact of the recently completed acquisition of the Hyatt Regency San Antonio Riverwalk.
---	---
(3)	Detailed reconciliations of Net Income to non-GAAP financial measures are provided later in this release.
---	---
(4)	RevPAR Growth reflects comparison to full year 2023.
---	---

Full year 2024 guidance is based in part on the following full year assumptions:

●	Full year total Adjusted EBITDAre displacement of approximately $13 million to $15 million in connection with planned capital investments.
●	Full year interest income of approximately $10 million to $11 million.
---	---
●	Full year corporate overhead expense (excluding deferred stock amortization) of approximately $21 million to $22 million.
---	---
●	Full year interest expense of approximately $50 million to $53 million, including approximately $3 million in amortization of deferred financing costs and $2 million of noncash reduction to interest expense from derivatives.
---	---
●	Full year preferred stock dividends of approximately $15 million to $16 million, which includes the Series G, H and I cumulative redeemable preferred stock.
---	---
●	The Confidante Miami Beach is expected to reopen as Andaz Miami Beach in the fourth quarter of 2024 and the Company currently anticipates that the resort will generate an EBITDAre loss of approximately $3 million to $5 million, excluding pre-opening and certain capitalized costs, in 2024 as the comprehensive transformation is completed.
---	---

Dividend Update

The Company’s Board of Directors has declared a cash dividend of $0.09 per share of its common stock, an increase of $0.02 per share, or 29%, as compared to the Company’s prior quarterly dividend. Together with the dividend increase declared in the third quarter of 2023, the Company’s quarterly base dividend is now 80% higher than it was one year ago and better reflects the taxable income expected to be generated by the portfolio. The Company’s Board of Directors also declared cash dividends of $0.375 per share payable to its Series G cumulative redeemable preferred stockholder, $0.382813 per share payable to its Series H cumulative redeemable preferred stockholders and $0.356250 per share payable to its Series I cumulative redeemable preferred stockholders. The dividends will be paid on July 15, 2024 to stockholders of record as of June 28, 2024.

The Company currently expects to continue to pay a quarterly cash common dividend throughout 2024. Consistent with the Company’s past practice, and to the extent that the expected regular quarterly dividends for 2024 do not satisfy its annual distribution requirements, the Company may pay an additional dividend amount in January 2025. The level of any future quarterly dividends will be determined by the Company’s board of directors after considering long-term operating projections, expected capital requirements and risks affecting the Company’s business.

Supplemental Disclosures

Contemporaneous with this release, the Company has furnished a Form 8-K with unaudited financial information. This additional information is being provided as a supplement to the information in this release and other filings with the SEC. The Company has no obligation to update any of the information provided to conform to actual results or changes in the Company’s portfolio, capital structure or future expectations. 3

Earnings Call

The Company will host a conference call to discuss first quarter results on May 6, 2024, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time). A live webcast of the call will be available via the Investor Relations section of the Company’s website at www.sunstonehotels.com. Alternatively, interested parties may dial 1-800-715-9871 and reference conference ID 1026321 to listen to the live call. A replay of the webcast will also be archived on the website.

About Sunstone Hotel Investors, Inc.

Sunstone Hotel Investors, Inc. is a lodging real estate investment trust (“REIT”) that as of the date of this release owns 15 hotels comprised of 7,307 rooms, the majority of which are operated under nationally recognized brands. Sunstone's strategy is to create long-term stakeholder value through the acquisition, active ownership, and disposition of well-located hotel and resort real estate. For further information, please visit Sunstone’s website at www.sunstonehotels.com. The Company’s website is provided as a reference only and any information on the website is not incorporated by reference in this release.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including opinions, references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: we own upper upscale and luxury hotels located in urban and resort destinations in an industry that is highly competitive; events beyond our control, including economic slowdowns or recessions, pandemics, natural disasters, civil unrest and terrorism; inflation adversely affecting our financial condition and results of operations; system security risks, data protection breaches, cyber-attacks and systems integration issues, including those impacting the Company’s suppliers, hotel managers or franchisors; a significant portion of our hotels are geographically concentrated so we may be disproportionately harmed by economic conditions, competition, new hotel supply, real and personal property tax rates or natural disasters in these areas of the country; we face possible risks associated with the physical and transitional effects of climate change; uninsured or underinsured losses could harm our financial condition; the operating results of some of our hotels are significantly reliant upon group and transient business generated by large corporate customers, and the loss of such customers for any reason could harm our operating results; the increased use of virtual meetings and other similar technologies could lessen the need for business-related travel, and, therefore, demand for rooms in our hotels may be adversely affected; our hotels require ongoing capital investment and we may incur significant capital expenditures in connection with acquisitions, repositionings and other improvements, some of which are mandated by applicable laws or regulations or agreements with third parties, and the costs of such renovations, repositionings or improvements may exceed our expectations or cause other problems; delays in the acquisition, renovation or repositioning of hotel properties may have adverse effects on our results of operations and returns to our stockholders; accounting for the acquisition of a hotel property or other entity involves assumptions and estimations to determine fair value that could differ materially from the actual results achieved in future periods; volatility in the debt and equity markets may adversely affect our ability to acquire, renovate, refinance or sell our hotels; we may pursue joint venture investments that could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturer; we may be subject to unknown or contingent liabilities related to recently sold or acquired hotels, as well as hotels we may sell or acquire in the future; we may seek to acquire a portfolio of hotels or a company, which could present more risks to our business and financial results than the acquisition of a single hotel; the sale of a hotel or portfolio of hotels is typically subject to contingencies, risks and uncertainties, any of which may cause us to be unsuccessful in completing the disposition; the illiquidity of real estate investments and the lack of alternative uses of hotel properties could significantly limit our ability to respond to adverse changes in the performance of our hotels; we may issue or invest in hotel loans, including subordinated or mezzanine loans, which could involve greater risks of loss than senior loans secured by income-producing real properties; if we make or invest in mortgage loans with the intent of gaining ownership of the hotel secured by or pledged to the loan, our ability to perfect an ownership interest in the hotel is subject to the sponsor’s willingness to forfeit the property in lieu of the debt; one of our hotels is subject to a ground lease with an unaffiliated party, the termination of which by the lessor for any reason, including due to our default on the lease, could cause us to lose the ability to operate the hotel altogether and may adversely affect our results of operations; because we are a REIT, we depend on third-parties to operate our hotels; we are subject to risks associated with our operators’ employment of hotel personnel; most of our hotels operate under a brand owned by Marriott, Hyatt, Hilton, Four Seasons or Montage, and should any of these brands experience a negative event, or receive negative publicity, our operating results may be harmed; our franchisors and brand managers may adopt new policies or change existing policies which could result in increased costs that could negatively impact our hotels; future adverse litigation judgments or settlements resulting from legal proceedings could have an adverse effect on our financial condition; claims by persons regarding our properties could affect the attractiveness of our hotels or cause us to incur additional expenses; the hotel business is seasonal and seasonal variations in business volume at our hotels will cause quarterly fluctuations in our revenue and operating results; changes in the debt and equity markets may adversely affect the value of our hotels; certain of our hotels have in the past become impaired and additional hotels may become impaired in the future; laws and governmental regulations 4

may restrict the ways in which we use our hotel properties and increase the cost of compliance with such regulations, and noncompliance with such regulations could subject us to penalties, loss of value of our properties or civil damages; corporate responsibility, specifically related to environmental sustainability, social responsibility and corporate governance, or ESG, factors and commitments, may impose additional costs and expose us to new risks that could adversely affect our results of operations, financial condition and cash flows; our franchisors and brand managers may require us to make capital expenditures pursuant to property improvement plans or to comply with brand standards; termination of any of our franchise, management or operating lease agreements could cause us to lose business or lead to a default or acceleration of our obligations under certain of our debt instruments; the growth of alternative reservation channels could adversely affect our business and profitability; the failure of tenants in our hotels to make rent payments or otherwise comply with the material terms of our retail and restaurant leases may adversely affect our results of operations; we rely on our corporate and hotel senior management teams, the loss of whom may cause us to incur costs and harm our business; we could be harmed by inadvertent errors, misconduct or fraud that is difficult to detect; if we fail to maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or identify and prevent fraud; we have outstanding debt which may restrict our financial flexibility; certain of our debt is subject to variable interest rates, which creates uncertainty in the amount of interest expense we will incur in the future and may negatively impact our operating results; our stock repurchase program may not enhance long-term stockholder value, could cause volatility in the price of our common and preferred stock and could diminish our cash reserves; and other risks and uncertainties associated with the Company’s business described in its filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All forward-looking information provided herein is as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

This release should be read together with the consolidated financial statements and notes thereto included in our most recent reports on Form 10-K and Form 10-Q. Copies of these reports are available on our website at www.sunstonehotels.com and through the SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

Non-GAAP Financial Measures

We present the following non-GAAP financial measures that we believe are useful to investors as key supplemental measures of our operating performance: earnings before interest expense, taxes, depreciation and amortization for real estate, or EBITDAre; Adjusted EBITDAre (as defined below); funds from operations attributable to common stockholders, or FFO attributable to common stockholders; Adjusted FFO attributable to common stockholders (as defined below); hotel Adjusted EBITDAre; and hotel Adjusted EBITDAre margins. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. In addition, our calculation of these measures may not be comparable to other companies that do not define such terms exactly the same as the Company. These non-GAAP measures are used in addition to and in conjunction with results presented in accordance with GAAP. They should not be considered as alternatives to net income (loss), cash flow from operations, or any other operating performance measure prescribed by GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

We present EBITDAre in accordance with guidelines established by the National Association of Real Estate Investment Trusts (“Nareit”), as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate.” We believe EBITDAre is a useful performance measure to help investors evaluate and compare the results of our operations from period to period in comparison to our peers. Nareit defines EBITDAre as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property in the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.

We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful information to investors regarding our operating performance, and that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. In addition, we use both EBITDAre and Adjusted EBITDAre as measures in determining the value of hotel acquisitions and dispositions.

on historical cost accounting and may be of lesser significance in evaluating our current performance. Our presentation of FFO attributable to common stockholders conforms to Nareit’s definition of “FFO applicable to common shares.” Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current Nareit definition, or that interpret the current Nareit definition differently than we do.

We also present Adjusted FFO attributable to common stockholders when evaluating our operating 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 may facilitate comparisons of operating performance between periods and our peer companies.

We adjust EBITDAre and FFO attributable to common stockholders for the following items, which may occur in any period, and refer to these measures as either Adjusted EBITDAre or Adjusted FFO attributable to common stockholders:

●	Amortization of deferred stock compensation: we exclude the noncash expense incurred with the amortization of deferred stock compensation as this expense is based on historical stock prices at the date of grant to our corporate employees and does not reflect the underlying performance of our hotels.

●	Amortization of contract intangibles: we exclude the noncash amortization of any favorable or unfavorable contract intangibles recorded in conjunction with our hotel acquisitions. We exclude the noncash amortization of contract intangibles because it is based on historical cost accounting and is of lesser significance in evaluating our actual performance for the current period.

●

Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired because, like interest expense, their removal helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure.

●

Cumulative effect of a change in accounting principle: from time to time, the FASB promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments, which include the accounting impact from prior periods, because they do not reflect our actual performance for that period.

●

Other adjustments: we exclude other adjustments that we believe are outside the ordinary course of business because we do not believe these costs reflect our actual performance for the period and/or the ongoing operations of our hotels. Such items may include: lawsuit settlement costs; the write-off of development costs associated with abandoned projects; property-level restructuring, severance, pre-opening, and management transition costs; debt resolution costs; lease terminations; property insurance restoration proceeds or uninsured losses; and other nonrecurring identified adjustments.

In addition, to derive Adjusted EBITDAre, we exclude the amortization of our right-of-use assets and related lease obligations as these expenses are based on historical cost accounting and do not reflect the actual rent amounts due to the respective lessors or the underlying performance of our hotels. We also exclude the effect of gains and losses on the disposition of undepreciated assets because we believe that including them in Adjusted EBITDAre is not consistent with reflecting the ongoing performance of our assets.

To derive Adjusted FFO attributable to common stockholders, we also exclude the noncash interest on our derivatives as we believe that these items are not reflective of our ongoing finance costs. Additionally, we exclude the real estate amortization of our right-of-use assets and related lease obligations, which includes the amortization of our operating lease intangibles (with the exception of our corporate operating lease), as these expenses are based on historical cost accounting and do not reflect the actual rent amounts due to the respective lessors or the underlying performance of our hotels. We also exclude preferred stock redemption charges, changes to deferred tax assets, liabilities or valuation allowances, and income tax benefits or provisions associated with the application of net operating loss carryforwards, uncertain tax positions or with the sale of assets.

In presenting hotel Adjusted EBITDAre and hotel Adjusted EBITDAre margins, miscellaneous non-hotel items have been excluded. We believe the calculation of hotel Adjusted EBITDAre results in a more accurate presentation of the hotel Adjusted EBITDAre margins for our hotels, and that these non-GAAP financial measures are useful to investors in evaluating our property-level operating performance.

Reconciliations of net income to EBITDAre, Adjusted EBITDAre, FFO attributable to common stockholders, Adjusted FFO attributable to common stockholders, hotel Adjusted EBITDAre and hotel Adjusted EBITDAre margins are set forth in the following pages of this release.

Sunstone Hotel Investors, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share data)


	March 31,			December 31,
	2024		****	2023
	(unaudited)
Assets
Investment in hotel properties, net	$	2,588,849		$	2,585,279
Operating lease right-of-use assets, net		11,619			12,755
Cash and cash equivalents		400,678			426,403
Restricted cash		70,317			67,295
Accounts receivable, net		36,694			31,206
Prepaid expenses and other assets, net		33,943			26,383
Total assets	$	3,142,100		$	3,149,321

Liabilities
Debt, net of unamortized deferred financing costs	$	814,410		$	814,559
Operating lease obligations		15,588			16,735
Accounts payable and accrued expenses		48,078			48,410
Dividends and distributions payable		18,243			29,965
Other liabilities		84,485			73,014
Total liabilities		980,804			982,683

Commitments and contingencies

Stockholders' equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized:
Series G Cumulative Redeemable Preferred Stock, 2,650,000 shares issued and outstanding at both March 31, 2024 and December 31, 2023, stated at liquidation preference of $25.00 per share		66,250			66,250
6.125% Series H Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at both March 31, 2024 and December 31, 2023, stated at liquidation preference of $25.00 per share		115,000			115,000
5.70% Series I Cumulative Redeemable Preferred Stock, 4,000,000 shares issued and outstanding at both March 31, 2024 and December 31, 2023, stated at liquidation preference of $25.00 per share		100,000			100,000
Common stock, $0.01 par value, 500,000,000 shares authorized, 203,674,398 shares issued and outstanding at March 31, 2024 and 203,479,585 shares issued and outstanding at December 31, 2023		2,037			2,035
Additional paid in capital		2,416,085			2,416,417
Distributions in excess of retained earnings		(538,076)			(533,064)
Total stockholders' equity		2,161,296			2,166,638

Total liabilities and stockholders' equity	$	3,142,100		$	3,149,321

Sunstone Hotel Investors, Inc.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)


		Quarter Ended March 31,
	****	2024		2023

Revenues
Room		$	135,815	$	152,438
Food and beverage			61,339		70,812
Other operating			20,012		20,193
Total revenues			217,166		243,443
Operating expenses
Room			35,551		39,064
Food and beverage			44,315		48,535
Other operating			5,944		5,757
Advertising and promotion			12,132		13,022
Repairs and maintenance			8,710		9,446
Utilities			5,944		7,092
Franchise costs			4,205		3,918
Property tax, ground lease and insurance			18,925		19,233
Other property-level expenses			27,623		31,777
Corporate overhead			7,518		8,468
Depreciation and amortization			29,040		32,342
Total operating expenses			199,907		218,654
Interest and other income			5,453		541
Interest expense			(11,010)		(13,794)
Gain on sale of assets, net			457		—
Gain on extinguishment of debt			21		9,909
Income before income taxes			12,180		21,445
Income tax benefit (provision), net			855		(358)
Net income			13,035		21,087
Preferred stock dividends			(3,683)		(3,768)
Income attributable to common stockholders		$	9,352	$	17,319

Basic and diluted per share amounts:
Basic and diluted income attributable to common stockholders per common share		$	0.05	$	0.08

Basic weighted average common shares outstanding			202,631		207,035
Diluted weighted average common shares outstanding			202,958		207,282

Distributions declared per common share		$	0.07	$	0.05

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

(Unaudited and in thousands)

Reconciliation of Net Income to EBITDAre and Adjusted EBITDAre


	Quarter Ended March 31,
	2024		****	2023

Net income	$	13,035		$	21,087
Depreciation and amortization		29,040			32,342
Interest expense		11,010			13,794
Income tax (benefit) provision, net		(855)			358
Gain on sale of assets, net		(457)			—
EBITDAre		51,773			67,581

Amortization of deferred stock compensation		2,770			2,427
Amortization of right-of-use assets and obligations		(11)			(52)
Amortization of contract intangibles, net		—			(18)
Gain on extinguishment of debt		(21)			(9,909)
Adjustments to EBITDAre, net		2,738			(7,552)

Adjusted EBITDAre	$	54,511		$	60,029

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

(Unaudited and in thousands, except per share data)

Reconciliation of Net Income to FFO Attributable to Common Stockholders and

Adjusted FFO Attributable to Common Stockholders


		Quarter Ended March 31,
		2024		****	2023

Net income	****	$	13,035		$	21,087
Preferred stock dividends			(3,683)			(3,768)
Real estate depreciation and amortization			28,755			32,191
Gain on sale of assets, net			(457)			—
FFO attributable to common stockholders			37,650			49,510

Amortization of deferred stock compensation			2,770			2,427
Real estate amortization of right-of-use assets and obligations			(122)			(119)
Amortization of contract intangibles, net			231			83
Noncash interest on derivatives, net			(2,042)			1,832
Gain on extinguishment of debt			(21)			(9,909)
Prior year income tax benefit, net			(948)			—
Adjustments to FFO attributable to common stockholders, net			(132)			(5,686)

Adjusted FFO attributable to common stockholders		$	37,518		$	43,824

FFO attributable to common stockholders per diluted share		$	0.19		$	0.24

Adjusted FFO attributable to common stockholders per diluted share		$	0.18		$	0.21

Basic weighted average shares outstanding			202,631			207,035
Shares associated with unvested restricted stock awards			665			501
Diluted weighted average shares outstanding			203,296			207,536

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

Guidance for Full Year 2024

(Unaudited and in thousands, except for per share amounts)

Reconciliation of Net Income to Adjusted EBITDAre


	Year Ended
	December 31, 2024
		Low	****		High

Net income	$	55,500		$	76,500
Depreciation and amortization		121,000			121,000
Interest expense		51,500			51,500
Income tax benefit, net		(100)			(100)
Amortization of deferred stock compensation		11,000			11,000
Pre-opening costs		4,000			4,000
Other items, net		(900)			(900)
Adjusted EBITDAre	$	242,000		$	263,000

Reconciliation of Net Income to Adjusted FFO Attributable to Common Stockholders


		Year Ended
		December 31, 2024
			Low	****		High

Net income	****	$	55,500		$	76,500
Preferred stock dividends			(15,500)			(15,500)
Real estate depreciation and amortization			120,000			120,000
Amortization of deferred stock compensation			11,000			11,000
Pre-opening costs			4,000			4,000
Noncash interest on derivatives, net			(2,000)			(2,000)
Prior year income tax benefit, net			(900)			(900)
Other items, net			(1,100)			(1,100)
Adjusted FFO attributable to common stockholders		$	171,000		$	192,000

Adjusted FFO attributable to common stockholders per diluted share		$	0.84		$	0.94

Diluted weighted average shares outstanding			204,500			204,500

Sunstone Hotel Investors, Inc.

Non-GAAP Financial Measures

Hotel Adjusted EBITDAre and Margins

(Unaudited and in thousands)


	Quarter Ended March 31,
	2024		2023

Comparable Hotel Adjusted EBITDAre Margin (1)		24.1%		28.6%
Comparable Hotel Adjusted EBITDAre Margin, Excluding The Confidante Miami Beach (1)		24.6%		27.9%


Total revenues	$	217,166	$	243,443
Non-hotel revenues (2)		—		(18)
Total Actual Hotel Revenues		217,166		243,425
Sold hotel revenues (3)		—		(18,040)
Comparable Hotel Revenues		217,166		225,385
The Confidante Miami Beach revenues (4)		(4,015)		(14,581)
Comparable Hotel Revenues, Excluding The Confidante Miami Beach	$	213,151	$	210,804


Net income	$	13,035	$	21,087
Non-hotel revenues (2)		—		(18)
Non-hotel operating expenses, net (5)		(278)		(350)
Property-level adjustments (6)		(1,244)		182
Corporate overhead		7,518		8,468
Depreciation and amortization		29,040		32,342
Interest and other income		(5,453)		(541)
Interest expense		11,010		13,794
Gain on sale of assets, net		(457)		—
Gain on extinguishment of debt		(21)		(9,909)
Income tax benefit (provision), net		(855)		358
Actual Hotel Adjusted EBITDAre		52,295		65,413
Sold hotel Adjusted EBITDAre (3)		—		(1,003)
Comparable Hotel Adjusted EBITDAre		52,295		64,410
The Confidante Miami Beach Adjusted EBITDAre (4)		238		(5,667)
Comparable Hotel Adjusted EBITDAre, Excluding The Confidante Miami Beach	$	52,533	$	58,743

*Footnotes on following page 12

(1)	Comparable Hotel Adjusted EBITDAre Margin is calculated as Comparable Hotel Adjusted EBITDAre divided by Comparable Hotel Revenues. Comparable Hotel Adjusted EBITDAre Margin, Excluding The Confidante Miami Beach is calculated as Comparable Hotel Adjusted EBITDAre, Excluding The Confidante Miami Beach divided by Comparable Hotel Revenues, Excluding The Confidante Miami Beach.
(2)	Non-hotel revenues include the amortization of any favorable or unfavorable contract intangibles recorded in conjunction with the Company's hotel acquisitions.
---	---
(3)	Sold hotel revenues and Adjusted EBITDAre include results for the Boston Park Plaza, sold in October 2023.
---	---
(4)	The Confidante Miami Beach is undergoing a comprehensive renovation and conversion to Andaz Miami Beach and results are not comparable to prior periods.
---	---
(5)	Non-hotel operating expenses, net include the amortization of hotel real estate-related right-of-use assets and obligations. Non-hotel operating expenses, net for the first quarter of 2023 also include a prior year property tax credit related to a sold hotel.
---	---
(6)	Property-level adjustments for the first quarter of 2024 include a $1.3 million COVID-19-related relief grant received at the Marriott Boston Long Wharf and $0.1 million in taxes assessed on commercial rents at the Hyatt Regency San Francisco. Property-level adjustments for the first quarter of 2023 include $0.2 million in taxes assessed on commercial rents at the Hyatt Regency San Francisco.
---	---

Exhibit 99.2


<br><br><br><br>Supplemental Financial Information<br><br>For the quarter ended March 31, 2024<br><br>May 6, 2024<br><br>

Supplemental Financial Information May 6, 2024

Table of Contents


Corporate Profile And Disclosures Regarding Non-GAAP Financial Measures								2
Comparable Corporate Financial Information								6
Capitalization								12
Property-Level Data And Operating Statistics								15
Property-Level Revenues, Adjusted EBITDAre & Adjusted EBITDAre Margins								19

Supplemental Financial Information May 6, 2024

CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES


CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES			Page 2

Supplemental Financial Information May 6, 2024

About Sunstone

Sunstone Hotel Investors, Inc. (the “Company,” “we,” and “our”) (NYSE: SHO) is a lodging real estate investment trust (“REIT”) that as of May 6, 2024 owns 15 hotels comprised of 7,307 rooms, the majority of which are operated under nationally recognized brands. Sunstone’s strategy is to create long-term stakeholder value through the acquisition, active ownership and disposition of well-located hotel and resort real estate.

This presentation contains unaudited information and should be read together with the consolidated financial statements and notes thereto included in our most recent reports on Form 10-K and Form 10-Q. Copies of these reports are available on our website at www.sunstonehotels.com and through the SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

Corporate Headquarters 15 Enterprise, Suite 200 Aliso Viejo, CA 92656 (949) 330-4000

Company Contacts Bryan Giglia Chief Executive Officer (949) 382-3036

Aaron Reyes Chief Financial Officer (949) 382-3018


CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES			Page 3

Supplemental Financial Information May 6, 2024

Non-GAAP Financial Measures

We believe that the presentation of FFO attributable to common stockholders provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified noncash items such as real estate depreciation and amortization, any real estate impairment loss and any gain or loss on sale of real estate assets, all of which are based on historical cost accounting and may be of lesser significance in evaluating our current performance. Our presentation of FFO attributable to common stockholders conforms to the Nareit definition of “FFO applicable to common shares.” Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current Nareit definition, or that interpret the current Nareit definition differently than we do.


CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES			Page 4

Supplemental Financial Information May 6, 2024

●	Amortization of deferred stock compensation: we exclude the noncash expense incurred with the amortization of deferred stock compensation as this expense is based on historical stock prices at the date of grant to our corporate employees and does not reflect the underlying performance of our hotels.
●	Amortization of contract intangibles: we exclude the noncash amortization of any favorable or unfavorable contract intangibles recorded in conjunction with our hotel acquisitions. We exclude the noncash amortization of contract intangibles because it is based on historical cost accounting and is of lesser significance in evaluating our actual performance for the current period.
---	---
●	Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired because, like interest expense, their removal helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure.
---	---
●	Cumulative effect of a change in accounting principle: from time to time, the FASB promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments, which include the accounting impact from prior periods, because they do not reflect our actual performance for that period.
---	---
●	Other adjustments: we exclude other adjustments that we believe are outside the ordinary course of business because we do not believe these costs reflect our actual performance for the period and/or the ongoing operations of our hotels. Such items may include: lawsuit settlement costs; the write-off of development costs associated with abandoned projects; property-level restructuring, severance, pre-opening, and management transition costs; debt resolution costs; lease terminations; property insurance restoration proceeds or uninsured losses; and other nonrecurring identified adjustments.
---	---


CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES			Page 5

Supplemental Financial Information May 6, 2024

COMPARABLE CORPORATE FINANCIAL INFORMATION


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 6

Supplemental Financial Information May 6, 2024

Comparable Consolidated Statements of Operations

Q1 2024 – Q2 2023, Trailing 12 Months


	Quarter Ended (1)								Trailing 12 Months (1)
(Unaudited and in thousands, except per share data)	March 31,		December 31,		September 30,		June 30,		Ended
	2024		2023		2023		2023		March 31, 2024
Revenues
Room	$	135,815	$	127,038	$	134,428	$	149,923	$	547,204
Food and beverage		61,339		61,284		56,835		70,921		250,379
Other operating		20,012		19,772		22,398		21,728		83,910
Total revenues		217,166		208,094		213,661		242,572		881,493

Operating Expenses
Room		35,551		33,388		33,844		35,566		138,349
Food and beverage		44,315		43,907		42,725		46,897		177,844
Other expenses		83,483		81,076		82,895		83,556		331,010
Corporate overhead		7,518		7,421		7,127		8,396		30,462
Depreciation and amortization		29,040		29,135		29,134		28,038		115,347
Total operating expenses		199,907		194,927		195,725		202,453		793,012

Interest and other income		5,453		4,137		1,218		4,639		15,447
Interest expense		(11,010)		(16,768)		(11,894)		(9,223)		(48,895)
Income before income taxes		11,702		536		7,260		35,535		55,033
Income tax (provision) benefit, net		(93)		863		(602)		(803)		(635)
Net income	$	11,609	$	1,399	$	6,658	$	34,732	$	54,398

Comparable Hotel Adjusted EBITDAre (2)	$	52,295	$	49,855	$	54,009	$	76,458	$	232,617

Comparable Adjusted EBITDAre (3)	$	54,511	$	49,228	$	50,786	$	72,382	$	226,907

Comparable Adjusted FFO attributable to common stockholders (4)	$	37,518	$	33,532	$	33,424	$	54,712	$	159,186

Comparable Adjusted FFO attributable to common stockholders per diluted share (4)	$	0.18	$	0.17	$	0.16	$	0.27	$	0.78

*Footnotes on page 8


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 7

Supplemental Financial Information May 6, 2024

Comparable Consolidated Statements of Operations

Footnotes

(1)	Excludes results for the Boston Park Plaza sold in October 2023. Also excludes the gain on sale of assets, net, extinguishment of debt, and income tax related to hotels either sold or disposed of in prior years.
(2)	Comparable Hotel Adjusted EBITDAre reconciliation for the first quarter of 2024 can be found later in this presentation. Additional details can be found in our earnings release, furnished in Exhibit 99.1 to our 8-K filed on May 6, 2024. Comparable Hotel Adjusted EBITDAre presented for the trailing 12 months ended March 31, 2024 includes all hotels owned by the Company as of March 31, 2024.
---	---
(3)	Comparable Adjusted EBITDAre reconciliation for the first quarter of 2024 can be found in the following pages and reflect the adjustments noted in Footnote 1 above.
---	---
(4)	Comparable Adjusted FFO attributable to common stockholders and Comparable Adjusted FFO attributable to common stockholders per diluted share reconciliations for the first quarter of 2024 can be found in the following pages and reflect the adjustments noted in Footnote 1 above, along with repurchases of the Company’s common stock totaling 0.3 million, 1.6 million and 2.1 million shares in the second, third and fourth quarters of 2023, respectively.
---	---


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 8

Supplemental Financial Information May 6, 2024

Comparable Reconciliation of Net Income to EBITDAre and Adjusted EBITDAre

Q1 2024 – Q2 2023, Trailing 12 Months


	Quarter Ended								Trailing 12 Months
	March 31,		December 31,		September 30,		June 30,		Ended
(In thousands)	2024		2023		2023		2023		March 31, 2024

Net income	$	13,035	$	126,985	$	15,558	$	43,078	$	198,656
Depreciation and amortization		29,040		29,135		33,188		32,397		123,760
Interest expense		11,010		16,768		11,894		9,223		48,895
Income tax (benefit) provision, net		(855)		2,799		602		803		3,349
Gain on sale of assets, net		(457)		(123,820)		—		—		(124,277)
EBITDAre		51,773		51,867		61,242		85,501		250,383

Amortization of deferred stock compensation		2,770		2,512		2,511		3,325		11,118
Amortization of right-of-use assets and obligations		(11)		(20)		(13)		(17)		(61)
Amortization of contract intangibles, net		—		—		(19)		(18)		(37)
Gain on extinguishment of debt		(21)		(8)		(9)		(12)		(50)
Hurricane-related insurance restoration proceeds		—		—		—		(3,722)		(3,722)
Property-level severance		—		297		—		—		297
Adjustments to EBITDAre, net		2,738		2,781		2,470		(444)		7,545

Adjusted EBITDAre		54,511		54,648		63,712		85,057		257,928
Sold hotel Adjusted EBITDAre (1)		—		(5,420)		(12,926)		(12,675)		(31,021)

Comparable Adjusted EBITDAre	$	54,511	$	49,228	$	50,786	$	72,382	$	226,907

*Footnotes on page 11


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 9

Supplemental Financial Information May 6, 2024

Comparable Reconciliation of Net Income to FFO and Adjusted FFO Attributable to Common Stockholders

Q1 2024– Q2 2023, Trailing 12 Months


	Quarter Ended								Trailing 12 Months
	March 31,		December 31,		September 30,		June 30,		Ended
(In thousands, except per share data)	2024		2023		2023		2023		March 31, 2024

Net income	$	13,035	$	126,985	$	15,558	$	43,078	$	198,656
Preferred stock dividends		(3,683)		(3,226)		(3,226)		(3,768)		(13,903)
Real estate depreciation and amortization		28,755		28,979		33,025		32,240		122,999
Gain on sale of assets, net		(457)		(123,820)		—		—		(124,277)
FFO attributable to common stockholders		37,650		28,918		45,357		71,550		183,475

Amortization of deferred stock compensation		2,770		2,512		2,511		3,325		11,118
Real estate amortization of right-of-use assets and obligations		(122)		(134)		(124)		(128)		(508)
Amortization of contract intangibles, net		231		105		84		85		505
Noncash interest on derivatives, net		(2,042)		3,600		(1,469)		(3,711)		(3,622)
Gain on extinguishment of debt		(21)		(8)		(9)		(12)		(50)
Hurricane-related insurance restoration proceeds		—		—		—		(3,722)		(3,722)
Property-level severance		—		297		—		—		297
Income tax related to hotel disposition		(948)		3,662		—		—		2,714
Adjustments to FFO attributable to common stockholders, net		(132)		10,034		993		(4,163)		6,732

Adjusted FFO attributable to common stockholders		37,518		38,952		46,350		67,387		190,207
Sold hotel Adjusted FFO (1)		—		(5,420)		(12,926)		(12,675)		(31,021)

Comparable Adjusted FFO attributable to common stockholders	$	37,518	$	33,532	$	33,424	$	54,712	$	159,186

Comparable Adjusted FFO attributable to common stockholders per diluted share	$	0.18	$	0.17	$	0.16	$	0.27	$	0.78

Basic weighted average shares outstanding		202,631		203,612		205,570		206,181		204,499
Shares associated with unvested restricted stock awards		665		613		411		733		606
Diluted weighted average shares outstanding		203,296		204,225		205,981		206,914		205,104
Equity transactions (2)		—		(1,164)		(3,123)		(3,764)		(2,013)
Comparable diluted weighted average shares outstanding		203,296		203,061		202,858		203,150		203,091

*Footnotes on page 11


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 10

Supplemental Financial Information May 6, 2024

Comparable Reconciliation of Net Income to EBITDAre**, Adjusted EBITDAre,**

FFO and Adjusted FFO Attributable to Common Stockholders

Q1 2024 – Q2 2023, Trailing 12 Months Footnotes

(1)	Sold hotel Adjusted EBITDAre and Adjusted FFO include results for the Boston Park Plaza sold in October 2023.
(2)	Equity transactions represent repurchases of the Company’s common stock totaling 0.3 million, 1.6 million and 2.1 million shares in the second, third and fourth quarters of 2023, respectively.
---	---


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 11


	Supplemental Financial Information May 6, 2024

CAPITALIZATION


CAPITALIZATION			Page 12

Supplemental Financial Information May 6, 2024

Comparative Capitalization Q1 2024 – Q1 2023


	March 31,			December 31,			September 30,			June 30,			March 31,
(In thousands, except per share data)	2024		****	2023		****	2023		****	2023		****	2023

Common Share Price & Dividends
At the end of the quarter	$	11.14		$	10.73		$	9.35		$	10.12		$	9.88
High during quarter ended	$	11.38		$	11.05		$	10.50		$	10.79		$	11.26
Low during quarter ended	$	10.42		$	9.04		$	8.67		$	9.39		$	8.87
Common dividends per share	$	0.07		$	0.13		$	0.07		$	0.05		$	0.05

Common Shares & Units
Common shares outstanding		203,674			203,480			205,623			207,185			207,410
Units outstanding		—			—			—			—			—
Total common shares and units outstanding		203,674			203,480			205,623			207,185			207,410

Capitalization ****
Market value of common equity	$	2,268,933		$	2,183,336		$	1,922,578		$	2,096,709		$	2,049,211
Liquidation value of preferred equity - Series G		66,250			66,250			66,250			66,250			66,250
Liquidation value of preferred equity - Series H		115,000			115,000			115,000			115,000			115,000
Liquidation value of preferred equity - Series I		100,000			100,000			100,000			100,000			100,000
Total debt		818,512			819,050			819,582			820,100			815,612
Total capitalization	$	3,368,695		$	3,283,636		$	3,023,410		$	3,198,059		$	3,146,073

Total debt to total capitalization		24.3	%		24.9	%		27.1	%		25.6	%		25.9	%
Total debt and preferred equity to total capitalization		32.6	%		33.5	%		36.4	%		34.4	%		34.9	%


CAPITALIZATION			Page 13

Supplemental Financial Information May 6, 2024

Debt Summary Schedule


(In thousands)				Interest Rate /		Maturity			March 31, 2024
Debt	****	Collateral	****	Spread	****	Date (1)			Balance

Secured Mortgage Debt		JW Marriott New Orleans		4.15%		12/11/2024		$	73,512
Series A Senior Notes		Unsecured		4.69%		01/10/2026			65,000
Term Loan 3 (2)		Unsecured		6.77%		05/01/2026			225,000
Term Loan 1 (3)		Unsecured		5.25%		07/25/2027			175,000
Revolving Line of Credit		Unsecured		Adj. SOFR + 1.40%		07/25/2027			—
Series B Senior Notes		Unsecured		4.79%		01/10/2028			105,000
Term Loan 2 (3)		Unsecured		6.76%		01/25/2028			175,000

Total Debt								$	818,512

Preferred Stock
Series G cumulative redeemable preferred (4)				1.621%		perpetual		$	66,250
Series H cumulative redeemable preferred				6.125%		perpetual			115,000
Series I cumulative redeemable preferred				5.70%		perpetual			100,000
Total Preferred Stock								$	281,250

Debt and Preferred Statistics
						Debt Statistics			Debt and Preferred Statistics
% Fixed Rate Debt						51.1	%		63.6	%
% Floating Rate Debt						48.9	%		36.4	%
Average Interest Rate						5.79	%		5.56	%
Weighted Average Maturity of Debt						2.8 years			N/A

(1)	Maturity Date assumes the exercise of all available extensions for the Revolving Line of Credit and Term Loan 3. By extending these loans, the Company's weighted average maturity of debt increases from 2.5 years to 2.8 years.
(2)	Interest rates on Term Loan 3 are calculated on a leverage-based pricing grid ranging from 135 to 220 basis points over the applicable adjusted term SOFR. Term Loan 3 has an initial term of two years with one 12-month extension, which would result in an extended maturity of May 2026.
---	---
(3)	Pursuant to the Second Amended Credit Agreement, interest rates on Term Loan 1 and Term Loan 2 are calculated on a leverage-based pricing grid ranging from 135 to 220 basis points over the applicable adjusted term SOFR. In May 2023, the pricing grid was reduced by 0.02% to a range of 133 to 218 basis points as the Company achieved the 2022 sustainability performance metric specified in the Second Amended Credit Agreement. The reduction in the pricing grid will be evaluated annually and is subject to the Company's continued ability to satisfy its sustainability metric. The interest rate for Term Loan 1 includes the effects of the Company's interest rate derivative swaps.
---	---
(4)	The Series G cumulative redeemable preferred stock had an initial dividend rate equal to the Montage Healdsburg's annual net operating income yield on the Company's total investment in the resort, resulting in cash dividends of $0.030365 per share declared for the last six months of 2023. During the first half of 2024, the dividend rate increased to the greater of 3.0% or the rate equal to the Montage Healdsburg’s annual net operating income yield on the Company’s total investment in the resort, resulting in cash dividends of $0.375 per share declared for the first six months of 2024. The total dividends declared during the last twelve months equate to an annual yield of 1.621%. In the second half of 2024, the dividend rate is expected to increase to the greater of 4.5% or the rate equal to the Montage Healdsburg's annual net operating income yield on the Company's total investment in the resort.
---	---


CAPITALIZATION			Page 14

Supplemental Financial Information May 6, 2024

PROPERTY-LEVEL DATA AND OPERATING STATISTICS


PROPERTY-LEVEL DATA AND OPERATING STATISTICS			Page 15

Supplemental Financial Information May 6, 2024

Hotel Information as of May 6, 2024


Hotel		****	Location	****	Brand	****	Number of Rooms	****	% of Total Rooms	****	Interest	****	Year Acquired

1	Hilton San Diego Bayfront (1) (2)		California		Hilton		1,190		16%		Leasehold		2011 / 2022
2	Hyatt Regency San Francisco		California		Hyatt		821		11%		Fee Simple		2013
3	The Westin Washington, DC Downtown		Washington DC		Marriott		807		11%		Fee Simple		2005
4	Renaissance Orlando at SeaWorld®		Florida		Marriott		781		11%		Fee Simple		2005
5	Hyatt Regency San Antonio Riverwalk		Texas		Hyatt		630		9%		Fee Simple		2024
6	Wailea Beach Resort		Hawaii		Marriott		547		7%		Fee Simple		2014
7	JW Marriott New Orleans (3)		Louisiana		Marriott		501		7%		Fee Simple		2011
8	Marriott Boston Long Wharf		Massachusetts		Marriott		415		6%		Fee Simple		2007
9	Marriott Long Beach Downtown		California		Marriott		376		5%		Fee Simple		2005
10	The Confidante Miami Beach		Florida		Hyatt		339		5%		Fee Simple		2022
11	The Bidwell Marriott Portland		Oregon		Marriott		258		4%		Fee Simple		2000
12	Hilton New Orleans St. Charles		Louisiana		Hilton		252		3%		Fee Simple		2013
13	Oceans Edge Resort & Marina		Florida		Independent		175		2%		Fee Simple		2017
14	Montage Healdsburg (4)		California		Montage		130		2%		Fee Simple		2021
15	Four Seasons Resort Napa Valley (4)		California		Four Seasons		85		1%		Fee Simple		2021

	Total Portfolio						7,307		100%

(1)	In June 2022, the Company acquired the 25.0% noncontrolling partner's ownership interest in the Hilton San Diego Bayfront. Following this acquisition, the Company owns 100% of the hotel.
(2)	The ground lease at the Hilton San Diego Bayfront matures in 2071.
---	---
(3)	Hotel is subject to a municipal airspace lease that matures in 2044 and applies only to certain balcony space that is not integral to the hotel’s operations.
---	---
(4)	The number of rooms excludes rooms provided by owners of the separately owned private residences at each resort who may periodically elect to participate in the applicable resort’s residential rental program.
---	---


PROPERTY-LEVEL DATA AND OPERATING STATISTICS			Page 16

Supplemental Financial Information May 6, 2024

Property-Level Operating Statistics

ADR, Occupancy, RevPAR and Total RevPAR (TRevPAR)

Q1 2024/2023


	ADR					Occupancy						RevPAR					TRevPAR
Hotels sorted by number of rooms	For the Quarter Ended March 31,					For the Quarter Ended March 31,					For the Quarter Ended March 31,						For the Quarter Ended March 31,
	2024		****	2023	2024 vs. 2023	2024	****	2023	2024 vs. 2023		2024		****	2023		2024 vs. 2023	2024		2023		2024 vs. 2023
Hilton San Diego Bayfront	$	290	$	286	1.7%	81.7%		82.9%	(120)	bps	$	237		$	237	0.2%	$	428	$	432	(0.9)%
Hyatt Regency San Francisco		325		324	0.4%	65.6%		66.0%	(40)	bps		213			214	(0.2)%		293		303	(3.2)%
The Westin Washington, DC Downtown (1)		265		245	8.2%	67.0%		47.7%	1,930	bps		178			117	52.0%		294		166	77.1%
Renaissance Orlando at SeaWorld®		230		221	4.0%	81.1%		83.2%	(210)	bps		186			184	1.4%		396		407	(2.8)%
Wailea Beach Resort		696		738	(5.6)%	81.0%		79.7%	130	bps		564			588	(4.1)%		806		851	(5.3)%
JW Marriott New Orleans		272		264	2.8%	68.4%		72.6%	(420)	bps		186			192	(3.2)%		253		267	(5.4)%
Marriott Boston Long Wharf		286		288	(0.6)%	67.6%		59.1%	850	bps		193			170	13.6%		285		249	14.5%
Marriott Long Beach Downtown (1)		226		239	(5.6)%	32.6%		74.1%	(4,150)	bps		74			177	(58.5)%		100		236	(57.5)%
The Bidwell Marriott Portland		143		160	(10.5)%	58.5%		50.5%	800	bps		84			81	3.7%		120		113	6.7%
Hilton New Orleans St. Charles		198		206	(3.8)%	80.0%		74.7%	530	bps		158			154	3.1%		184		175	5.6%
Oceans Edge Resort & Marina		420		471	(10.8)%	81.5%		78.7%	280	bps		342			370	(7.6)%		513		532	(3.5)%
Montage Healdsburg		868		941	(7.8)%	37.5%		43.0%	(550)	bps		325			405	(19.6)%		629		717	(12.2)%
Four Seasons Resort Napa Valley		1,075		1,370	(21.5)%	34.0%		30.3%	370	bps		365			415	(12.0)%		750		808	(7.1)%

Comparable Portfolio, Excluding Renovation Hotel (2)		327		331	(1.3)%	70.1%		69.7%	40	bps		229			231	(0.7)%		369		369	0.0%

Add: Renovation Hotel (1)
The Confidante Miami Beach		270		366	(26.3)%	41.1%		83.9%	(4,280)	bps		111			307	(63.9)%		130		478	(72.8)%

Comparable Portfolio (3)	$	325	$	333	(2.4)%	68.6%		70.5%	(190)	bps	$	223		$	235	(5.1)%	$	357	$	375	(4.7)%

*Footnotes on page 18


PROPERTY-LEVEL DATA AND OPERATING STATISTICS			Page 17

Supplemental Financial Information May 6, 2024

Property-Level Operating Statistics

Q1 2024/2023 Footnotes

(1)	Operating statistics for the first quarter of 2024 are impacted by renovation activity at Marriott Long Beach Downtown and The Confidante Miami Beach. In March 2024, operations at The Confidante Miami Beach were temporarily suspended to allow for extensive renovation work to be performed. The Company expects the resort to resume operations as Andaz Miami Beach in the fourth quarter of 2024. Operating statistics for the first quarter of 2023 are impacted by renovation activity at The Westin Washington, DC Downtown.
(2)	Comparable Portfolio, Excluding Renovation Hotel includes all hotels owned by the Company as of March 31, 2024, with the exception of The Confidante Miami Beach due to its renovation activity during the first quarter of 2024.
---	---
(3)	Comparable Portfolio consists of all hotels owned by the Company as of March 31, 2024.
---	---


PROPERTY-LEVEL DATA AND OPERATING STATISTICS			Page 18

Supplemental Financial Information May 6, 2024

PROPERTY-LEVEL REVENUES, ADJUSTED EBITDAre &

ADJUSTED EBITDAre MARGINS


PROPERTY-LEVEL REVENUES, ADJUSTED EBITDAre & ADJUSTED EBITDAre MARGINS			Page 19

Supplemental Financial Information May 6, 2024

Property-Level Revenues, Adjusted EBITDAre and Adjusted EBITDAre Margins

Q1 2024/2023


Hotels sorted by number of rooms	For the Quarter Ended March 31,
	2024								2023
(In thousands)							Hotel Adjusted								Hotel Adjusted		Hotel Adjusted
	Total			Hotel Adjusted			EBITDAre		Total			Hotel Adjusted			EBITDAre		EBITDAre
	Revenues		****	EBITDAre		****	Margins	****	Revenues		****	EBITDAre		****	Margins	****	Margin Change
Hilton San Diego Bayfront	$	46,388		$	14,314		30.9%		$	46,301		$	15,039		32.5%		(160)	bps
Hyatt Regency San Francisco		21,926			2,619		11.9%			22,403			3,674		16.4%		(450)	bps
The Westin Washington, DC Downtown (1)		21,583			4,685		21.7%			12,055			606		5.0%		1,670	bps
Renaissance Orlando at SeaWorld®		28,140			10,127		36.0%			28,623			11,093		38.8%		(280)	bps
Wailea Beach Resort		40,133			15,556		38.8%			41,916			16,800		40.1%		(130)	bps
JW Marriott New Orleans		11,532			4,430		38.4%			12,053			5,475		45.4%		(700)	bps
Marriott Boston Long Wharf		10,779			1,682		15.6%			9,309			1,046		11.2%		440	bps
Marriott Long Beach Downtown (1)		3,421			(2,018)		(59.0)%			7,954			2,511		31.6%		(9,060)	bps
The Bidwell Marriott Portland		2,817			204		7.2%			2,613			168		6.4%		80	bps
Hilton New Orleans St. Charles		4,227			1,609		38.1%			3,960			1,521		38.4%		(30)	bps
Oceans Edge Resort & Marina		8,174			3,606		44.1%			8,377			3,978		47.5%		(340)	bps
Montage Healdsburg		7,543			(1,579)		(20.9)%			8,384			(1,310)		(15.6)%		(530)	bps
Four Seasons Resort Napa Valley		6,488			(2,702)		(41.6)%			6,856			(1,858)		(27.1)%		(1,450)	bps

Comparable Portfolio, Excluding Renovation Hotel (2)		213,151			52,533		24.6%			210,804			58,743		27.9%		(330)	bps

Add: Renovation Hotel (1)
The Confidante Miami Beach		4,015			(238)		(5.9)%			14,581			5,667		38.9%		(4,480)	bps

Comparable Portfolio (3)		217,166			52,295		24.1%			225,385			64,410		28.6%		(450)	bps

Add: Sold Hotel (4)		N/A			N/A		N/A			18,040			1,003		5.6%		N/A

Actual Portfolio (5)	$	217,166		$	52,295		24.1%		$	243,425		$	65,413		26.9%		N/A

*Footnotes on page 21


PROPERTY-LEVEL REVENUES, ADJUSTED EBITDAre & ADJUSTED EBITDAre MARGINS			Page 20

Supplemental Financial Information May 6, 2024

Property-Level Revenues, Adjusted EBITDAre and Adjusted EBITDAre Margins

Q1 2024/2023 Footnotes

(1)	Hotel Adjusted EBITDAre for the first quarter of 2024 is impacted by renovation activity at Marriott Long Beach Downtown and The Confidante Miami Beach. In March 2024, operations at The Confidante Miami Beach were temporarily suspended to allow for extensive renovation work to be performed. The Company expects the resort to resume operations as Andaz Miami Beach in the fourth quarter of 2024. Adjusted EBITDAre for the first quarter of 2023 is impacted by renovation activity at The Westin Washington, DC Downtown.
(2)	Comparable Portfolio, Excluding Renovation Hotel includes all hotels owned by the Company as of March 31, 2024, with the exception of The Confidante Miami Beach due to its renovation activity during the first quarter of 2024.
---	---
(3)	Comparable Portfolio consists of all hotels owned by the Company as of March 31, 2024.
---	---
(4)	Sold Hotel includes the Boston Park Plaza sold in October 2023.
---	---
(5)	Actual Portfolio includes results for the 14 hotels and 15 hotels owned by the Company during the first quarters of 2024 and 2023, respectively.
---	---


PROPERTY-LEVEL REVENUES, ADJUSTED EBITDAre & ADJUSTED EBITDAre MARGINS			Page 21