[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)%3A) The company presents its unaudited Q1 2023 consolidated balance sheets, statements of operations, equity, and cash flows [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets slightly decreased to $3.18 billion while cash and cash equivalents increased to $76.5 million Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Total assets | $3,183,516 | $3,207,540 | | Cash and cash equivalents | $76,503 | $67,564 | | Property and equipment, net | $2,742,565 | $2,748,476 | | **Liabilities & Equity** | | | | Total liabilities | $1,588,243 | $1,611,362 | | Total debt | $1,183,578 | $1,185,793 | | Total equity | $1,595,273 | $1,596,178 | [Consolidated Statements of Operations and Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) Q1 2023 revenues grew 23.8% to $243.6 million, but higher interest expense reduced net income to $6.7 million Q1 2023 vs. Q1 2022 Statement of Operations (in thousands, except per share amounts) | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Total revenues | $243,553 | $196,833 | | Total operating expenses, net | $217,842 | $182,422 | | Interest expense | $17,172 | $4,119 | | Net income attributable to common stockholders | $6,702 | $7,574 | | Earnings per share—basic & diluted | $0.03 | $0.04 | - Comprehensive income attributable to the Company was **$9.3 million in Q1 2023**, compared to $10.0 million in Q1 2022[11](index=11&type=chunk) [Consolidated Statements of Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Equity) Total equity slightly decreased to $1.595 billion due to distributions and share repurchases offsetting net income - Distributions on common stock were **$0.03 per share**, totaling $6.3 million[15](index=15&type=chunk) - The company repurchased and retired **56,400 shares of common stock for $0.4 million**[15](index=15&type=chunk) [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations increased significantly to $58.1 million, driving a net cash increase of $15.4 million Q1 2023 vs. Q1 2022 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $58,069 | $13,154 | | Net cash used in investing activities | ($21,642) | ($110,869) | | Net cash (used in) provided by financing activities | ($21,063) | $102,671 | | **Net increase in cash** | **$15,364** | **$4,956** | [Notes to the Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail the REIT's portfolio of 35 hotels, debt structure, and equity programs - As of March 31, 2023, the company owned **35 hotels with 9,607 guest rooms**[26](index=26&type=chunk) - Total debt outstanding was approximately **$1.2 billion** as of March 31, 2023, consisting of mortgage debt and unsecured term loans[72](index=72&type=chunk)[73](index=73&type=chunk) - The company has a share repurchase program authorized up to $200.0 million, with **$187.3 million remaining** as of May 5, 2023[95](index=95&type=chunk)[96](index=96&type=chunk) - In Q1 2023, the company paid a common stock dividend of **$0.03 per share** on April 12, 2023, following a $0.06 per share dividend paid on January 12, 2023[102](index=102&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strong revenue growth driven by travel demand, key performance metrics, and capital allocation plans [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Q1 2023 revenues rose 23.8% to $243.6 million, driven by a 16.8% increase in RevPAR from higher occupancy Q1 2023 vs. Q1 2022 Revenue Breakdown (in millions) | Revenue Source | Q1 2023 | Q1 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Rooms | $160.7 | $132.2 | 21.6% | | Food and beverage | $59.8 | $45.7 | 30.9% | | Other | $23.1 | $18.9 | 22.2% | | **Total revenues** | **$243.6** | **$196.8** | **23.8%** | Q1 2023 vs. Q1 2022 Key Hotel Operating Statistics | Metric | Q1 2023 | Q1 2022 | Change | | :--- | :--- | :--- | :--- | | Occupancy % | 66.9% | 56.1% | 10.8 p.p. | | ADR | $277.86 | $283.72 | (2.1)% | | RevPAR | $185.80 | $159.13 | 16.8% | - **Interest expense increased by $13.1 million** year-over-year, primarily due to rising interest rates on variable rate debt and new unsecured term loans from September 2022[145](index=145&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $76.5 million in cash and full availability on its $400 million credit facility - As of March 31, 2023, the company had **$76.5 million of unrestricted cash**, $46.0 million of restricted cash, and no outstanding borrowings on its senior unsecured credit facility[160](index=160&type=chunk) - Net cash from operations was **$58.1 million for Q1 2023**, with $21.6 million used for capital expenditures and $21.1 million for financing activities[161](index=161&type=chunk)[162](index=162&type=chunk) - The company has a **$400 million senior unsecured revolving credit facility** and $800 million in unsecured term loans[157](index=157&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA and Adjusted FFO both increased year-over-year, reflecting improved operational performance Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net income | $9,188 | $10,060 | | EBITDAre | $53,606 | $43,623 | | **Adjusted EBITDA** | **$55,372** | **$44,908** | Reconciliation of Net Income to Adjusted FFO (in thousands) | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net income | $9,188 | $10,060 | | FFO available to common stock and unit holders | $34,206 | $37,104 | | **Adjusted FFO available to common stock and unit holders** | **$37,986** | **$30,887** | [Quantitative and Qualitative Disclosures about Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk exposure is to interest rate fluctuations on its variable-rate debt - Of the $1.2 billion total debt, **$425.0 million is subject to variable interest rates**[189](index=189&type=chunk) - A **100 basis point (1%) change in interest rates** would result in a $4.5 million annual change in interest expense[189](index=189&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal controls over financial reporting were effective - The company's disclosure controls and procedures were deemed **effective as of March 31, 2023**[190](index=190&type=chunk) - **No material changes** in internal control over financial reporting were identified during the most recent fiscal quarter[191](index=191&type=chunk) [PART II. OTHER INFORMATION](index=44&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company faces various legal claims in the ordinary course of business which are not expected to be material - Management believes that liabilities from ongoing legal proceedings, beyond insurance coverage, **will not materially impact** the company's financials[193](index=193&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors disclosed in the 2022 Annual Report on Form 10-K have occurred - **No material changes** to risk factors were reported for the quarter[194](index=194&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 56,400 shares of common stock for $0.4 million under its authorized program in March 2023 Issuer Purchases of Equity Securities (March 2023) | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | Approx. Value Remaining in Program | | :--- | :--- | :--- | :--- | :--- | | March 1 - 31, 2023 | 56,400 | $7.26 | 56,400 | $187,335 (in thousands) | [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists the required CEO and CFO certifications and Inline XBRL documents filed with the report - Exhibits filed include certifications from the Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1) and **XBRL data files**[198](index=198&type=chunk)

Portfolio and Operations - As of December 31, 2022, DiamondRock Hospitality Company owned a portfolio of 35 premium hotels and resorts with a total of 9,607 guest rooms located in 24 different markets in the United States[20]. - Over 98% of revenues for the year ended December 31, 2022, were derived from core urban and resort destination hotels[31]. - The portfolio is primarily composed of luxury and upper upscale hotels located in high barrier-to-entry markets[30]. - As of December 31, 2022, 31 out of 35 hotels are unencumbered by mortgage debt, providing significant balance sheet flexibility[39]. - As of December 31, 2022, the company employed 30 full-time employees, with all hotel operations managed by third-party companies[60]. - 16 out of 35 hotels operate under Marriott brands, and 4 under Hilton brands, indicating a concentration risk in brand reliance[112]. - 20 out of 35 hotels are under franchise agreements with Marriott or Hilton, which subjects the company to franchise brand risks and compliance costs[113]. - The hotel management agreements generally renew automatically unless the manager opts not to renew, with various expiration dates and renewal terms[204]. Financial Strategy and Performance - The strategy includes aggressive asset management, prudent financial strategy, and disciplined capital allocation to achieve long-term stockholder returns[22]. - The company maintains a conservative capital structure with limited near-term debt maturities and plans to finance long-term growth through equity and staggered debt issuances[40]. - The company executed amendments to credit agreements in 2020, 2021, and 2022 to waive financial covenants, exiting these waivers in Q2 2022 and currently in compliance with all financial covenants[137]. - The company had $2.9 million held in cash traps as of December 31, 2022, which could affect liquidity and distributions to stockholders if triggered in the future[139]. - Increased borrowing costs throughout 2022 may continue to rise as the Federal Reserve addresses inflation, impacting cash flow and distributions to stockholders[143]. - The company faces refinancing risk due to limited principal amortization, requiring balloon payments at loan maturity, which could lead to unfavorable options if refinancing is difficult[140]. - Future debt service obligations may require the company to liquidate properties, jeopardizing its ability to maintain REIT tax status and make distributions to stockholders[143]. - Financial covenants in existing and future debt agreements may limit operational flexibility and the ability to make distributions to stockholders[136]. Market and Economic Risks - The company is susceptible to risks such as increased competition in the lodging industry and adverse economic conditions affecting travel demand[17]. - The lodging industry is highly cyclical and linked to macroeconomic indicators such as U.S. GDP growth and consumer confidence, which can adversely affect revenues and profitability[80]. - Significant competition in hotel markets can lead to rapidly decreasing RevPAR and profitability if there is an increase in the supply of new hotel rooms[81]. - Seasonal volatility in hotel revenues can cause fluctuations in financial performance, affecting cash flows and distributions to stockholders[82]. - The rise of teleconferencing technology may decrease demand for business-related travel, adversely affecting hotel occupancy and revenues[86]. - Economic factors such as interest rates, tax laws, and competitive hotel supply can significantly impact the company's ability to sell properties at acceptable prices[89]. Sustainability and Corporate Responsibility - In 2022, the company was ranked first in sustainability performance as the America's Regional Sector Leader for Hotels by the GRESB Real Estate Assessment[41]. - The company published its annual Corporate Responsibility Report in December 2022, detailing ESG policies and performance targets[42]. - The company engaged an independent third party to verify energy and water consumption data starting in 2021, reflecting a commitment to transparency[44]. - The company may incur increased costs due to climate change regulations and shifts in consumer preferences for sustainable accommodations, impacting operational costs and investments[153]. Insurance and Liabilities - The company carries comprehensive insurance covering all properties, including liability and business interruption insurance[62]. - The company has comprehensive insurance for its hotels, but coverage may not be sufficient for all potential losses, impacting financial stability[105]. - The company is exposed to unknown liabilities related to recently sold or acquired hotels, which could adversely impact financial performance[94]. - The presence of harmful mold in hotel properties could lead to costly remediation efforts, reducing cash available for distribution[155]. Human Capital and Labor Issues - The company prioritizes employee well-being and diversity in its human capital management strategies[61]. - Labor shortages may impact hotel operations and guest satisfaction, potentially leading to increased labor costs[128]. - Changes in local jurisdictions regarding minimum wage laws could significantly increase operational costs for the company[129]. - The Department of Labor's regulations increasing overtime eligibility may result in higher operating costs[130]. Taxation and Regulatory Compliance - The applicable withholding rate for FIRPTA Withholding under clause (ii) is currently 15%, and under clause (iii) it is 21%[69]. - Ordinary REIT dividends paid to a non-U.S. stockholder generally incur a 30% withholding rate on gross amounts unless reduced by treaty[69]. - The company expects to maintain its qualification as a REIT for the taxable year ended December 31, 2022, but cannot assure continued compliance due to complex regulations[157]. - If the company fails to qualify as a REIT, it would be subject to U.S. federal income tax at corporate rates, potentially requiring asset sales or borrowing[158]. - To remain a REIT, the company must distribute at least 90% of its taxable income, which may necessitate borrowing or selling assets if cash flow is insufficient[160]. - The formation of taxable REIT subsidiaries (TRSs) increases overall tax liability, as TRSs are subject to federal and state income tax[161]. - The company may face increased property taxes due to rate changes or reassessments, negatively impacting cash flow and financial condition[167]. Management and Governance - The company relies on third-party hotel management companies to operate its properties, which impacts its results of operations[23]. - The management of hotel properties is conducted by third-party companies, which limits the company's control over daily operations and overall performance[109]. - The company may face significant disruptions if it needs to replace hotel management companies due to non-terminable management agreements[110]. - The inability to maintain good relationships with third-party hotel managers and franchisors could adversely affect the company's operational results and expansion opportunities[111]. - The board of directors has the authority to amend major policies without stockholder votes, limiting stockholder control over business decisions[198]. Cybersecurity and Technology Risks - The company and its hotel managers rely on information technology for operations, facing risks from cyber-attacks and security breaches that could disrupt operations and compromise confidential information[194]. - Many hotel managers carry cyber insurance policies, and the company has supplemental coverage, but potential losses from cyber incidents could still impact operations[196]. - The company has taken commercially reasonable steps to protect its systems, but there is no assurance that these measures will prevent security breaches[194]. Stockholder Interests and Market Dynamics - The company has issued 4,760,000 shares of Series A Preferred Stock with an aggregate liquidation preference of approximately $119.0 million and annual dividends of about $9.8 million[187]. - The board of directors intends to pay quarterly dividends representing at least 90% of the REIT taxable income, but past distributions were suspended during the COVID-19 pandemic and resumed in October 2022[181]. - Future issuances of common stock or Series A Preferred Stock may depress the market price and dilute existing stockholders[185]. - The market price of the common stock has been volatile, influenced by factors such as investor interest, economic conditions, and financial performance[184]. - Changes in market interest rates could make the returns on investment in the company's common stock less attractive, potentially leading to a decline in market price[183]. - The company may be unable to generate sufficient cash flows to make expected distributions to stockholders in the future[180]. - The conversion rights of Series A Preferred Stock could dilute common stockholder ownership and adversely affect the market price of common stock[188]. - The company has entered into tax protection agreements that may limit its ability to sell certain properties and require maintaining specific debt levels[191]. - The board of directors has the authority to issue up to 400,000,000 shares of common stock and 10,000,000 shares of preferred stock, which could affect control and market dynamics[175]. - The company’s share repurchase program may not enhance long-term stockholder value and could increase stock price volatility[190].

Financial Data and Key Metrics Changes - For Q4 2022, comparable hotel adjusted EBITDA was $77 million, an increase of 121.9% or $175.7 million over 2021, surpassing pre-pandemic 2019 levels by $11.2 million or 17% [125][128] - Total comparable revenues for the company were $257 million in the quarter, an increase of nearly 23% over the comparable period in 2021 [127] - Comparable RevPAR for the portfolio in Q4 was $196, which is 6.7% higher than 2019, driven by room rates over 19% above 2019 [127][128] Business Line Data and Key Metrics Changes - Leisure revenues were up 26% in Q4 compared to 2019, with a 29% increase in average daily rates [118] - Group revenues in Q4 were nearly 103% of the same period in 2019, with group room rates up nearly 13% [130] - Resort performance showed total RevPAR up nearly 29% over the same period in 2019, driven by a greater than 40% increase in room rates [108] Market Data and Key Metrics Changes - Urban hotels' RevPAR reached 97.5% of 2019 levels, outperforming expectations [108] - Demand in the Florida Keys remains strong, with rates 50% higher than in 2019, contributing to high profit margins [21][108] - The company expects robust growth in Q1 from resorts in Vail, Huntington Beach, and Sonoma, with total Q1 RevPAR anticipated to be up double digits compared to 2019 [20][37] Company Strategy and Development Direction - The company aims to capitalize on acquisition opportunities in a challenging debt market for private equity firms, focusing on high-quality, value-add opportunities [4] - A strategic focus on ROI projects has been emphasized, with completed upgrades to four hotels producing $15.5 million more profit than in 2019 [131] - The company is positioned to benefit from a balanced portfolio of leisure, group, and business demand segments, with a projected earnings mix of 60% from urban markets and over 40% from resort markets in 2023 [126] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in closing the occupancy gap to 2019 levels, particularly in urban hotels, with significant momentum expected in 2023 [120] - The company anticipates some challenges to profit growth margins due to rising property taxes, insurance costs, and staffing wages, but remains optimistic about travel demand [134] - The outlook for 2023 is constructive, with expectations for record comparable total revenues and hotel adjusted EBITDA [119][134] Other Important Information - The company repurchased 1.6 million shares at an average price of $7.81 per share during Q4 [105] - The company has nearly $600 million in liquidity, providing a balance sheet advantage for opportunistic capital allocation [126] - The company was named the hotel sector leader in the Americas by GRESB for the third consecutive year, with new environmental and social targets set for 2030 [112] Q&A Session Summary Question: What gives confidence in closing the occupancy gap to 2019? - Management indicated that the majority of gains are expected in occupancy, particularly at urban hotels, with January showing a 15.8% increase compared to last year [120] Question: How are leisure rates being underwritten for 2023? - The approach to underwriting leisure rates is market-specific, with expectations of strong performance in key markets like Vail and Sonoma [140] Question: What are the expectations for margins in 2023? - Management expects high single-digit expense increases, indicating that flat GOP margins would be considered a success [24][146]

DiamondRock Hospitality Company (NYSE:DRH) Q3 2022 Earnings Conference Call November 4, 2022 9:00 AM ET Company Participants Mark Brugger – President, Chief Executive Officer Jeff Donnelly – Executive Vice President and Chief Financial Officer Justin Leonard – Executive Vice President and Chief Operating Officer Conference Call Participants Smedes Rose – Citi Austin Wurschmidt – KeyBanc Michael Bellisario – R.W. Baird Duane Pfennigwerth – Evercore ISI Anthony Powell – Barclays Bill Crow – Raymond James Oper ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-32514 DIAMONDROCK HOSPITALITY COMPANY (Exact Name of Registrant as Specified in Its Charter) Mar ...

DiamondRock Hospitality Company (NYSE:DRH) Q2 2022 Earnings Conference Call August 4, 2022 9:00 AM ET Company Participants Briony Quinn - SVP & Treasurer Mark Brugger - President & CEO Jeff Donnelly - CFO Justin Leonard - COO & Head, Asset Management Conference Call Participants Dori Kesten - Wells Fargo Michael Bellisario - Baird Austin Wurschmidt - KeyBanc Anthony Powell - Barclays Chris Woronka - Deutsche Bank Bill Crow - Raymond James Chris Darling - Green Street Duane Pfennigwerth - Evercore ISI Floris ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-32514 DIAMONDROCK HOSPITALITY COMPANY (Exact Name of Registrant as Specified in Its Charter) Maryland ...

DiamondRock Hospitality Company (NYSE:DRH) Q1 2022 Earnings Conference Call May 6, 2022 8:00 AM ET Company Participants Mark Brugger - President and CEO Jeff Donnelly - EVP and Chief Financial Officer Conference Call Participants Dori Kesten - Wells Fargo Smedes Rose - Citi Chris Woronka - Deutsche Bank Austin Wurschmidt - KeyBanc Gregory Miller - Truist Securities Bill Crow - Raymond James Anthony Powell - Barclays Michael Bellisario - Baird Operator Ladies and gentlemen thank you for standing by and welco ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-32514 DIAMONDROCK HOSPITALITY COMPANY (Exact Name of Registrant as Specified in Its Charter) Marylan ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32514 DIAMONDROCK HOSPITALITY COMPANY (Exact Name of Registrant as Specified in Its Charter) Maryland 20-1180098 (State of Incorpo ...