Financial Performance - For the nine months ended September 30, 2023, room revenue comprised approximately 67% of total revenues[127]. - Total revenues for the three months ended September 30, 2023, increased by $8.3 million, or 3.1%, to $276.5 million compared to $268.2 million in 2022[135]. - Room revenues increased by $1.3 million, with a $3.0 million increase from non-comparable properties, offset by a $1.7 million decrease at comparable properties due to declining occupancy and ADR[135]. - Food and beverage revenues rose by $2.8 million, with $1.3 million attributed to non-comparable properties, reflecting higher outlet revenues at comparable properties[137]. - Other revenues increased by $4.2 million, with $2.8 million from non-comparable properties, primarily due to higher resort fees and parking revenues[138]. - Total revenues for the nine months ended September 30, 2023, increased by $64.8 million, or 8.7%, to $811.3 million compared to $746.5 million in 2022[145]. - Room revenues for the nine months increased by $34.1 million, with $10.0 million from non-comparable properties, driven by improved occupancy and ADR at urban hotels[145]. - Net income for Q3 2023 was $27.33 million, a decrease of 4.3% from $28.56 million in Q3 2022[187]. - EBITDA for Q3 2023 increased to $71.21 million, up 9.3% from $64.99 million in Q3 2022[187]. - Adjusted EBITDA for the nine months ended September 30, 2023, was $214.38 million, slightly up from $213.16 million in the same period of 2022[187]. - FFO for Q3 2023 was $55.01 million, a decrease of 1.1% compared to $55.61 million in Q3 2022[188]. - Adjusted FFO available to common stockholders for Q3 2023 was $54.59 million, down from $60.63 million in Q3 2022[188]. Hotel Operations - As of September 30, 2023, the company owned a portfolio of 36 premium hotels and resorts with a total of 9,745 guest rooms located in 25 different markets in the United States[118]. - The total weighted average occupancy rate for the portfolio was 73.3%, with a Revenue per Available Room (RevPAR) of $206.76, reflecting a 4.1% increase from the previous year[132]. - The Chicago Marriott Downtown Magnificent Mile achieved a RevPAR of $149.41, representing a 14.8% increase from 2022[132]. - The Westin Boston Seaport District had an occupancy rate of 85.3% and a RevPAR of $207.90, up 15.5% from the previous year[132]. - The company’s hotels are managed by third-party operators, with management fees based on revenue and profitability levels[119]. Capital Structure and Investments - The company employs a strategy of aggressive asset management and disciplined capital allocation to enhance long-term stockholder returns[120]. - The company is committed to a conservative capital structure and regularly assesses the availability and affordability of capital to maximize stockholder value[122]. - The company had $1.2 billion of outstanding debt with a weighted average interest rate of 5.07% and a weighted average maturity of approximately 2.7 years[162]. - The company expects to spend approximately $100 million on capital improvements at its hotels in 2023, having already invested $67.4 million during the nine months ended September 30, 2023[178]. - The company has set aside $36.5 million for capital projects in property improvement funds as of September 30, 2023[177]. - The company repurchased 318,454 shares of common stock at an average price of $7.60 per share for a total of $2.4 million during the nine months ended September 30, 2023[165]. Cash Flow and Expenses - The company’s net cash provided by operations was $184.7 million for the nine months ended September 30, 2023[170]. - The company’s net cash used in investing activities was $101.2 million for the nine months ended September 30, 2023, including $31.9 million for the acquisition of Chico Hot Springs Resort[171]. - Hotel operating expenses increased by $13.2 million, or 7.1%, to $199.1 million, with $5.8 million from non-comparable properties, driven by increased occupancy and related labor costs[140]. - Total hotel operating expenses for the nine months increased by $66.4 million, or 12.9%, to $581.3 million, with $16.0 million from non-comparable properties[150]. - Interest expense rose by $6.9 million, from $9.1 million in 2022 to $16.0 million in 2023, primarily due to rising interest rates on variable rate debt and new unsecured term loans[144]. - Interest expense for the nine months increased by $25.8 million, from $22.9 million in 2022 to $48.7 million in 2023, mainly due to rising interest rates and changes in interest rate swaps[155]. - The company’s total outstanding debt as of September 30, 2023, was $1.2 billion, with $425 million being variable rate debt[200]. - A 100 basis point fluctuation in interest rates on variable rate debt could result in an annual change in interest expense of $4.3 million[200]. Risks and Market Conditions - The company faces risks including rising inflation, increased competition, and potential impacts from economic downturns on hotel operations[118]. - The company anticipates ongoing market risks primarily related to interest rate fluctuations affecting its financial performance[200]. Dividends and Shareholder Returns - The company intends to distribute dividends at least equal to its REIT taxable income to avoid corporate income tax, with recent dividends of $0.06, $0.03, and $0.03 per share paid in 2023[175].

Financial Data and Key Metrics Changes - Total revenues for DiamondRock's entire portfolio in Q3 2023 were $277.1 million, marking the highest third-quarter revenue in the company's history, despite being only modestly up from 2022 [77] - RevPAR in Q3 contracted 1.1% compared to the same period in 2022 but was up 7.6% compared to 2019, exceeding expectations [76] - Hotel adjusted EBITDA in Q3 was $81.1 million, which was $6.6 million or 8.9% ahead of 2019 [77][91] Business Line Data and Key Metrics Changes - Group business in Q3 was strong, with notable increases at various properties: Westin DC up 33%, Westin Boston up 10.4%, and Westin San Diego up 15.6% [78] - Resort RevPAR increased nearly 24% over 2019, despite an 8.2% contraction compared to last year [69] - The Dagny in Boston is projected to increase its EBITDA by $4 million next year, stabilizing at over $15 million of annual EBITDA [71][101] Market Data and Key Metrics Changes - Urban total RevPAR was up 2.9% in Q3 over last year, while resorts saw a significant sequential improvement [67] - Forward bookings for group revenue are pacing up over 23% compared to the same time last year, with Chicago Marriott up over 40% [90] - The company noted that the number of nights of locational flexibility has doubled post-pandemic, impacting demand positively [70] Company Strategy and Development Direction - DiamondRock's strategy focuses on maintaining a high-quality portfolio with nearly 95% of properties unencumbered by long-term management contracts, allowing for greater operational control [66] - The company has invested over $0.5 billion in renovations and repositioning over the last five years, enhancing competitiveness [81] - Future ROI projects include converting the Hilton Burlington to a lifestyle hotel and repositioning the Bourbon Orleans in New Orleans [82][115] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the travel industry's future, citing strong demand and limited hotel supply in most markets [162] - The company anticipates that 2024 will see improved expense comparisons and continued growth in group demand [99][162] - Management acknowledged the current economic environment's impact but remains constructive on travel demand and hotel performance [100][162] Other Important Information - The company repurchased over 1.8 million shares for approximately $14.7 million, indicating a focus on maximizing shareholder value [97] - The company is testing the market with potential dispositions, primarily in urban markets, due to better liquidity for smaller transactions [177] - The company expects a $6.2 million increase in property taxes in Q4 compared to last year [125] Q&A Session Summary Question: What are the trends in resort performance? - Management noted a sequential improvement in resort performance, with some markets stabilizing and others reaccelerating [4][10] Question: How does the company view the normalization period in resorts? - Management believes the normalization period is starting to improve and expects further reacceleration in 2024 [3][5] Question: What is the outlook for group revenue in 2024? - Group revenue is pacing up over 23% compared to the same time last year, with strong forward bookings in key markets [90][144] Question: How is the company managing expenses and margins? - Management indicated that expenses have come down substantially year-over-year, with a focus on improving productivity per room [14][99] Question: What is the company's strategy regarding asset sales? - The company is testing the market for potential dispositions, primarily focusing on urban assets below $100 million due to current market conditions [177]

Financial Data and Key Metrics Changes - Total revenues in Q2 2023 were $289 million, nearly 1% ahead of 2022, with hotel adjusted EBITDA at $93.6 million, which was $3.2 million ahead of 2019 [78][30][29] - Portfolio RevPAR increased by 0.5%, with total revenue up 0.9% in the quarter, driven by a 7.1% increase in urban hotels and an 8.3% decrease in the resort portfolio [29][30] - Adjusted EBITDA was $85.8 million, impacted by disruptions and property tax refunds from the previous year [30][31] Business Line Data and Key Metrics Changes - Urban hotels experienced nearly flat performance compared to 2019, down just 0.7%, while resorts were robustly 33% higher [29] - Group room nights increased by 4.6% compared to Q2 2022, but were still 11.1% behind 2019 levels [88] - Business transient demand showed mixed results, with strong performance in cities like New York but continued weakness in San Francisco [109][95] Market Data and Key Metrics Changes - Group demand is solid in Boston, San Diego, and Washington, D.C., but Chicago, the largest group market, is expected to be weaker in the second half of the year [39][39] - Florida continues to show a year-over-year trend, with RevPAR for non-Florida hotels increasing by 3.7% [29] - The leisure segment in the U.S. is projected to hit a new record next year, with occupancy expected to exceed 1.3 billion hotel nights [47][46] Company Strategy and Development Direction - The company is focusing on capital allocation towards high IRR opportunities, including internal ROI projects and share repurchases [34][35] - The acquisition of Chico Hot Springs Resort in Montana is seen as a strategic move to enhance the portfolio, with plans to implement best practices and modern revenue management systems [54][55] - The company remains committed to a strong balance sheet with low leverage and significant liquidity, allowing for opportunistic investments [37][36] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the recovery of business travel and the normalization of leisure travel patterns, expecting improvements post-Labor Day [95][39] - The company anticipates that renovations and repositionings will negatively impact revenue growth in the second half of the year by approximately $4 million [41] - Management highlighted the importance of demographic changes driving leisure travel, with a significant increase in travel by millennials and baby boomers [91] Other Important Information - The company has completed or is nearing completion of $58 million in ROI repositionings at 16 of its 36 properties [51] - The company is exploring dispositions to fund additional repurchases and future growth opportunities [36] - The impact of increased property insurance costs and property tax comparisons is expected to be a headwind in the second half of 2023 [43][42] Q&A Session Summary Question: What is the expected year-over-year impact from ROI projects and acquisitions? - Management estimates a few million dollars from acquisitions and additional contributions from ROI projects, with specific expectations for Chico and Dagny [66][67] Question: How is the performance of the ex-Florida portfolio and potential for recovery? - Management noted that the Florida Keys are stabilizing, with expectations for normalization by late 2023 [68][69] Question: What is the outlook for group bookings in Chicago? - Management indicated that 2024 looks strong for Chicago, with solid bookings expected [131] Question: How does the company view the acquisition environment? - The acquisition volume is down significantly, but the company sees advantages as a public entity with lower borrowing costs [119][120] Question: What are the plans for the new acquisition in Montana? - The company plans to enhance the property and build relationships within the community for future opportunities [122][121]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 For the transition period from _________ to _________ OR Commission File Number: 001-32514 DIAMONDROCK HOSPITALITY COMPANY (Exact Name of Registrant as Specified in Its Charter) Maryland ...

Financial Data and Key Metrics Changes - In Q1 2023, comparable RevPAR increased by 16.9% and comparable revenues rose by 18% compared to the prior year [6] - Hotel adjusted EBITDA increased by $8.5 million or 15.9% [6] - Compared to 2019, comparable RevPAR was up 13.8% and hotel adjusted EBITDA increased by 19.5% [6][39] - Comparable RevPAR for the portfolio was $185, nearly 17% higher than 2022 and 14% higher than 2019 [26] - F&B and other revenue increased by 14.1% or over $10 million, totaling nearly $83 million [27] - Corporate adjusted EBITDA reached $55.4 million, with adjusted FFO of $0.18 per share [39] Business Line Data and Key Metrics Changes - The group segment showed significant strength, with room revenue increasing by 59% year-over-year and activity up nearly 15% [11] - RevPAR at the San Diego Westin increased by 71% over Q1 2022, while the Chicago Marriott saw a 62% increase [12] - Business transient demand saw midweek occupancy increase by 50.8% compared to the previous year [13] - The resort portfolio's RevPAR was 30.4% higher than 2019, with adjusted EBITDA 47% higher than 2019 [33] Market Data and Key Metrics Changes - Urban properties are concentrated in desirable submarkets, avoiding markets like San Francisco and Los Angeles due to post-pandemic demand changes [9] - The resort segment in the US saw a year-over-year RevPAR increase of 12.9% in Q1 [34] - The Florida Keys and Destin Beach resorts are stabilizing, still 38% above 2019 levels [20] Company Strategy and Development Direction - The company focuses on a portfolio of differentiated hotels and resorts, with a competitive advantage stemming from its unique property mix [7] - Plans to acquire more experiential hotels and maintain a strong balance sheet with low leverage [21][66] - The company aims to close the gap in group room nights and revenue, projecting to finish 2023 at 94% of peak group room nights [22] Management's Comments on Operating Environment and Future Outlook - Management remains optimistic about the future of travel, expecting record revenues in 2023 despite economic volatility [38][46] - The company anticipates that leisure demand will continue to outperform, with a new normal for resort NOI expected to be 50% higher than 2019 [37] - Management noted that while business transient demand is recovering, it may not reach prior peak levels this year [71] Other Important Information - The company has a strong liquidity position of $585 million, including $185 million in cash [45] - The acquisition of the remaining land parcels under the Worthington Renaissance parking structure enhances liquidity and financeability [29] - The company is actively engaged in repositioning several properties to drive future growth [31][64] Q&A Session Summary Question: Can you elaborate on the moderation of business transient demand? - Management indicated that while leisure and group segments are performing well, business transient demand is recovering but at a slower pace compared to other segments [49][50] Question: What is the company's appetite for acquisitions this year? - The focus remains on smaller, owner-managed properties rather than large deals, with a competitive advantage in identifying value [53][54] Question: How is the company managing labor costs? - The company is reducing reliance on contract labor and focusing on permanent staffing to improve margins and service quality [75][98] Question: What are the expectations for group revenues? - The company ended the quarter with about 80% of group room nights under contract, projecting to reach 94% of prior peak by year-end [72] Question: How did the resorts perform relative to expectations? - Overall, resorts performed well, with some markets exceeding expectations, while others like the Florida Keys were slightly behind [94][113]

[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 ...