UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30, 2012~~March 31, 2013

o 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 001-32319

Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		20-1296886
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)


120 Vantis, Suite 350
Aliso Viejo, California		92656
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:(949) 330-4000

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

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

~~136,777,430~~162,823,215 shares of Common Stock, $0.01 par value, as of ~~November~~May 1, ~~2012~~2013

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

QUARTERLY REPORT ON

FORM 10-Q

For the Quarterly Period Ended ~~September 30, 2012~~March 31, 2013

TABLE OF CONTENTS

		Page
			PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements:

		Consolidated Balance Sheets as of ~~September 30, 2012~~March 31, 2013 (unaudited) and December 31, ~~2011~~2012	1

		Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~	2

		Consolidated Statement of Equity as of ~~September 30, 2012~~March 31, 2013 (unaudited) and December 31, ~~2011~~2012	3

		Unaudited Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~	4

		Notes to Unaudited Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2521

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4738

Item 4.	Controls and Procedures	4739

			PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	4839

Item 1A.	Risk Factors	4839

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4839

Item 3	Defaults Upon Senior Securities	4839

Item 4.	Mine Safety Disclosures	4839

Item 5.	Other Information	4839

Item 6.	Exhibits	4940

SIGNATURES		5041

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.Financial Statements

SUNSTONE HOTEL INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	September 30, 2012			December 31, 2011			March 31, 2013			December 31, 2012
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	164,469		$	149,852		$	208,313		$	157,217
Cash proceeds held by accommodator							139,434			—
Restricted cash	76,790			55,778			69,423			78,394
Accounts receivable, net	28,534			31,182			33,490			27,498
Inventories	2,664			2,517			1,235			1,377
Prepaid expenses	9,554			10,008			10,183			10,739
Assets held for sale, net	—			144,479			—			132,335

Total current assets	282,011			393,816			462,078			407,560
Investment in hotel properties, net	2,800,682			2,650,258			2,689,283			2,681,877
Other real estate, net	9,855			9,754
Deferred financing fees, net	12,865			14,421			11,173			11,931
Goodwill	13,088			13,088			9,405			9,405
Other assets, net	26,441			19,903			31,709			25,902

Total assets	$	3,144,942		$	3,101,240		$	3,203,648		$	3,136,675

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	25,267		$	26,310		$	29,801		$	22,646
Accrued payroll and employee benefits	22,326			20,727			19,027			26,738
Due to Third-Party Managers	9,050			9,039
Dividends payable	7,437			7,437			3,912			7,437
Other current liabilities	37,829			25,979			35,193			30,963
Current portion of notes payable	77,579			51,279			19,757			76,723
Notes payable of assets held for sale	—			124,543			—			27,270
Liabilities of assets held for sale	—			3,354			—			8,228

Total current liabilities	179,488			268,668			107,690			200,005
Notes payable, less current portion	1,318,102			1,394,655			1,281,112			1,286,666
Capital lease obligations, less current portion	15,630			—			15,615			15,621
Other liabilities	14,789			12,623			32,583			15,070

Total liabilities	1,528,009			1,675,946			1,437,000			1,517,362
Commitments and contingencies (Note 14)
Preferred stock, Series C Cumulative Convertible Redeemable Preferred Stock, $0.01 par value, 4,102,564 shares authorized, issued and outstanding at September 30, 2012 and December 31, 2011, liquidation preference of $24.375 per share	100,000			100,000
Commitments and contingencies (Note 12)
Preferred stock, Series C Cumulative Convertible Redeemable Preferred Stock, $0.01 par value, 4,102,564 shares authorized, issued and outstanding at March 31, 2013 and December 31, 2012, liquidation preference of $24.375 per share							100,000			100,000
Equity:
Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000,000 shares authorized.
8.0% Series A Cumulative Redeemable Preferred Stock, 7,050,000 shares issued and outstanding at September 30, 2012 and December 31, 2011, stated at liquidation preference of $25.00 per share	176,250			176,250
8.0% Series D Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at September 30, 2012 and December 31, 2011, stated at liquidation preference of $25.00 per share	115,000			115,000
Common stock, $0.01 par value, 500,000,000 shares authorized, 135,237,438 shares issued and outstanding at September 30, 2012 and 117,265,090 shares issued and outstanding at December 31, 2011	1,352			1,173
8.0% Series A Cumulative Redeemable Preferred Stock, zero shares issued and outstanding at March 31, 2013 and 7,050,000 shares issued and outstanding at December 31, 2012, stated at liquidation preference of $25.00 per share							—			176,250
8.0% Series D Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at March 31, 2013 and December 31, 2012, stated at liquidation preference of $25.00 per share							115,000			115,000
Common stock, $0.01 par value, 500,000,000 shares authorized, 160,815,933 shares issued and outstanding at March 31, 2013 and 135,237,438 shares issued and outstanding at December 31, 2012							1,608			1,352
Additional paid in capital	1,492,528			1,312,566			1,793,825			1,493,397
Retained earnings	147,329			110,580			187,005			158,376
Cumulative dividends	(467,707		)	(445,396		)	(486,047		)	(475,144		)
Accumulated other comprehensive loss	(4,740		)	(4,916		)	—			(5,335		)

Total stockholders’ equity	1,460,012			1,265,257			1,611,391			1,463,896
Non-controlling interest in consolidated joint ventures	56,921			60,037			55,257			55,417

Total equity	1,516,933			1,325,294			1,666,648			1,519,313

Total liabilities and equity	$	3,144,942		$	3,101,240		$	3,203,648		$	3,136,675

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)

	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011			Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011			Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

REVENUES
Room	$	156,725		$	139,824		$	443,022		$	380,826		$	132,623		$	119,622
Food and beverage	46,191			40,920			148,574			124,838			49,628			46,835
Other operating	18,163			16,743			51,243			45,454			12,670			11,777

Total revenues	221,079			197,487			642,839			551,118			194,921			178,234

OPERATING EXPENSES
Room	39,911			35,325			112,566			96,160			37,454			33,436
Food and beverage	34,616			32,366			104,426			93,165			35,096			32,850
Other operating	6,986			6,506			20,074			18,112			4,242			3,894
Advertising and promotion	10,740			9,669			31,760			27,250			11,265			9,901
Repairs and maintenance	8,299			7,775			24,561			22,094			8,374			7,483
Utilities	7,686			7,867			21,039			20,914			6,183			6,004
Franchise costs	8,306			7,282			22,443			19,046			6,478			5,971
Property tax, ground lease and insurance	18,102			16,484			52,237			43,641			18,468			15,554
Property general and administrative	24,493			22,881			73,202			64,595			23,606			21,910
Corporate overhead	6,148			6,852			18,975			20,771			6,171			5,198
Depreciation and amortization	36,529			32,490			102,899			88,241			34,016			30,882
Impairment loss	—			10,862			—			10,862

Total operating expenses	201,816			196,359			584,182			524,851			191,353			173,083

Operating income	19,263			1,128			58,657			26,267			3,568			5,151
Equity in earnings of unconsolidated joint ventures	—			—			—			21
Interest and other income	18			1,543			155			2,970			563			63
Interest expense	(19,709		)	(20,021		)	(59,309		)	(55,449		)	(17,414		)	(19,359		)
Loss on extinguishment of debt	—			—			(191		)	—			(44		)	(191		)
Gain on remeasurement of equity interests	—			—			—			69,230

Income (loss) from continuing operations	(428		)	(17,350		)	(688		)	43,039
Loss before income taxes and discontinued operations													(13,327		)	(14,336		)
Income tax provision													(6,157		)	—
Loss from continuing operations													(19,484		)	(14,336		)
Income from discontinued operations	39,984			797			39,131			30,672			48,410			1,368

NET INCOME (LOSS)	39,556			(16,553		)	38,443			73,711			28,926			(12,968		)

(Income) loss from consolidated joint venture attributable to non-controlling interest	(827		)	31			(1,694		)	(213		)
Income from consolidated joint venture attributable to non-controlling interest													(297		)	(560		)
Distributions to non-controlling interest	(8		)	(8		)	(24		)	(22		)	(8		)	(8		)
Preferred stock dividends	(7,437		)	(7,437		)	(22,311		)	(19,884		)
Preferred stock dividends and redemption charge													(10,903		)	(7,437		)
Undistributed income allocated to unvested restricted stock compensation	(352		)	—			(162		)	(638		)	(218		)	—

INCOME AVAILABLE (LOSS ATTRIBUTABLE) TO COMMON STOCKHOLDERS	$	30,932		$	(23,967	)	$	14,252		$	52,954		$	17,500		$	(20,973	)

COMPREHENSIVE INCOME (LOSS)	$	39,615		$	(16,553	)	$	38,619		$	73,711
COMPREHENSIVE INCOME AVAILABLE (LOSS ATTRIBUTABLE) TO COMMON STOCKHOLDERS													$	17,500		$	(20,973	)
Basic and diluted per share amounts:
Loss from continuing operations attributable to common stockholders													$	(0.20	)	$	(0.19	)
Income from discontinued operations													0.32			0.01
Basic and diluted income available (loss attributable) to common stockholders per common share													$	0.12		$	(0.18	)

Basic per share amounts:
Income (loss) from continuing operations available (attributable) to common stockholders	$	(0.07	)	$	(0.21	)	$	(0.20	)	$	0.19
Income from discontinued operations	0.30			0.01			0.31			0.26

Basic income available (loss attributable) to common stockholders per common share	$	0.23		$	(0.20	)	$	0.11		$	0.45

Diluted per share amounts:
Income (loss) from continuing operations available (attributable) to common stockholders	$	(0.07	)	$	(0.21	)	$	(0.20	)	$	0.19
Income from discontinued operations	0.30			0.01			0.31			0.26

Diluted income available (loss attributable) to common stockholders per common share	$	0.23		$	(0.20	)	$	0.11		$	0.45

Weighted average common shares outstanding:
Basic	135,236			117,254			124,271			117,186

Diluted	135,236			117,254			124,271			117,186
Basic and diluted weighted average common shares outstanding													151,076			117,426

Dividends declared per common share	$	—		$	—		$	—		$	—		$	—		$	—

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

CONSOLIDATED STATEMENT OF EQUITY

(In thousands, except share data)

Non-

Controlling

Preferred Stock

Common Stock

Accumulated

Interest in

Series A

Series D

Additional

Other

Consolidated

Number of

Number of

Number of

Paid In

Retained

Cumulative

Comprehensive

Joint

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Earnings

Dividends

Loss

Ventures

Total

Balance at December 31, 2011

7,050,000

$
176,250

4,600,000

$
115,000

117,265,090

$
1,173

$
1,312,566

$
110,580

$
(445,396
)
$
(4,916
)
$
60,037

$
1,325,294

Issuance of common stock, net (unaudited)

—

—

—

—

17,597,437

176

177,086

—

—

—

—

177,262

Vesting of restricted common stock (unaudited)

—

—

—

—

374,911

3

2,876

—

—

—

—

2,879

Distributions to non-controlling interest (unaudited)

—

—

—

—

—

—

—

—

—

—

(4,810
)
(4,810
)
Series A preferred dividends and dividends payable at $1.50 per share year to date (unaudited)

—

—

—

—

—

—

—

—

(10,575
)
—

—

(10,575
)
Series C preferred dividends and dividends payable at $1.179 per share year to date (unaudited)

—

—

—

—

—

—

—

—

(4,836
)
—

—

(4,836
)
Series D preferred dividends and dividends payable at $1.50 per share year to date (unaudited)

—

—

—

—

—

—

—

—

(6,900
)
—

—

(6,900
)
Net income (unaudited)

—

—

—

—

—

—

—

36,749

—

—

1,694

38,443

Pension liability adjustment (unaudited)

—

—

—

—

—

—

—

—

—

176

—

176

Balance at September 30, 2012 (unaudited)

7,050,000

$
176,250

4,600,000

$
115,000

135,237,438

$
1,352

$
1,492,528

$
147,329

$
(467,707
)
$
(4,740
)
$
56,921

$
1,516,933

	Preferred Stock																		Accumulated			Non- Controlling Interest in
	Series A					Series D			Common Stock			Additional							Other			Consolidated
	Number of Shares		Amount			Number of Shares	Amount		Number of Shares	Amount		Paid in Capital		Retained Earnings		Cumulative Dividends			Comprehensive Loss			Joint Ventures			Total
Balance at December 31, 2012	7,050,000		$	176,250		4,600,000	$	115,000	135,237,438	$	1,352	$	1,493,397	$	158,376	$	(475,144	)	$	(5,335	)	$	55,417		$	1,519,313
Net proceeds from sale of common stock (unaudited)	—		—			—	—		25,300,000	253		294,622		—		—			—			—			294,875
Vesting of restricted common stock (unaudited)	—		—			—	—		278,495	3		1,165		—		—			—			—			1,168
Redemption of Series A preferred stock (unaudited)	(7,050,000	)	(176,250		)	—	—		—	—		4,641		—		(4,641		)	—			—			(176,250		)
Distributions to non-controlling interest (unaudited)	—		—			—	—		—	—		—		—		—			—			(457		)	(457		)
Series A preferred dividends and dividends payable at $0.50 per share through redemption date (unaudited)	—		—			—	—		—	—		—		—		(2,350		)	—			—			(2,350		)
Series C preferred dividends and dividends payable at $0.393 per share year to date (unaudited)	—		—			—	—		—	—		—		—		(1,612		)	—			—			(1,612		)
Series D preferred dividends and dividends payable at $0.50 per share year to date (unaudited)	—		—			—	—		—	—		—		—		(2,300		)	—			—			(2,300		)
Net income (unaudited)	—		—			—	—		—	—		—		28,629		—			—			297			28,926
Pension liability adjustment (unaudited)	—		—			—	—		—	—		—		—		—			5,335			—			5,335

Balance at March 31, 2013 (unaudited)	—		$	—		4,600,000	$	115,000	160,815,933	$	1,608	$	1,793,825	$	187,005	$	(486,047	)	$	—		$	55,257		$	1,666,648

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

							Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	38,443		$	73,711
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)							$	28,926		$	(12,968	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense	22			225			63			9
Gain on sales of hotel properties and other assets, net	(38,270		)	(14,039		)
(Gain) loss on extinguishment of debt	191			(18,145		)
Gain on remeasurement of equity interests	—			(69,230		)
Loss on derivatives	595			2,091
Gain on sales of hotel property and other assets, net							(51,620		)	(188		)
Loss on extinguishment of debt							3,159			191
(Gain) loss on derivatives, net							(157		)	76
Depreciation	95,905			87,578			30,705			31,281
Amortization of franchise fees and other intangibles	14,835			10,401			4,453			4,510
Amortization and write-off of deferred financing fees	3,059			2,274			760			967
Amortization of loan discounts	791			792			3			266
Amortization of deferred stock compensation	2,654			2,170			1,075			946
Impairment loss	—			12,357
Equity in earnings of unconsolidated joint ventures	—			(21		)
Changes in operating assets and liabilities:
Restricted cash	30			12,171			300			(4,686		)
Accounts receivable	5,176			3,098			(4,602		)	(2,742		)
Inventories	(107		)	(125		)	1,593			(30		)
Prepaid expenses and other assets	(6,778		)	2,470			541			3,303
Accounts payable and other liabilities	10,765			9,962			7,551			2,258
Accrued payroll and employee benefits	1,275			1,081			(9,766		)	(5,231		)
Due to Third-Party Managers	(1		)	(991		)
Discontinued operations	681			1,180			432			(259		)
Net cash provided by operating activities	129,266			119,010			13,416			17,703
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of hotel properties and other assets	46,363			40,002
Proceeds from sale of hotel properties and other assets							195,616			11
Cash proceeds held by accommodator							(139,434		)	—
Restricted cash — replacement reserve	(8,922		)	(5,453		)	9,167			593
Acquisitions of hotel properties and other assets	(120,003		)	(263,264		)
Renovations and additions to hotel properties and other real estate	(76,639		)	(82,433		)
Payment for interest rate derivative	—			(133		)
Net cash used in investing activities	(159,201		)	(311,281		)
Acquisition deposits							(6,000		)	(2,500		)
Renovations and additions to hotel properties and other assets							(37,149		)	(21,786		)
Net cash provided by (used in) investing activities							22,200			(23,682		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from preferred stock offering	—			115,000
Payment of preferred stock offering costs	—			(4,062		)
Redemption of preferred stock							(176,250		)	—
Proceeds from common stock offering	126,533			—			295,251			—
Payment of common stock offering costs	(431		)	—			(376		)	—
Proceeds from note payable and credit facility	15,000			240,000
Proceeds from credit facility							30,000			—
Payments on notes payable and credit facility	(63,539		)	(252,189		)	(119,793		)	(10,225		)
Payment for repurchase of notes payable and related costs	(4,570		)	—
Payments of deferred financing costs	(1,320		)	(4,818		)
Payments for costs related to extinguishment of notes payable							(3,108		)	(70		)
Dividends paid	(22,311		)	(17,584		)	(9,787		)	(7,437		)
Distributions to non-controlling interest	(4,810		)	(772		)
Net cash provided by financing activities	44,552			75,575

Distributions to non-controlling interests							(457		)	(882		)
Net cash provided by (used in) financing activities							15,480			(18,614		)
Net increase (decrease) in cash and cash equivalents	14,617			(116,696		)	51,096			(24,593		)
Cash and cash equivalents, beginning of period	149,852			275,773			157,217			149,198

Cash and cash equivalents, end of period	$	164,469		$	159,077		$	208,313		$	124,605

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	60,139		$	55,590		$	17,996		$	20,933
NONCASH INVESTING ACTIVITY
Accounts payable related to renovations and additions to hotel properties and other real estate	$	6,347		$	6,853		$	11,333		$	4,919
Amortization of deferred stock compensation — construction activities	$	225		$	313		$	93		$	72
Amortization of deferred stock compensation — unconsolidated joint venture	$	—		$	2
NONCASH FINANCING ACTIVITY
Issuance of note receivable	$	—		$	90,000
Issuance of common stock in connection with acquisition of hotel property	$	51,160		$	—
Assignment of debt in connection with dispositions of hotel properties	$	(122,622	)	$	—
Assumption of debt in connection with acquisitions of hotel properties	$	—		$	545,952
Dividends payable	$	7,437		$	7,437		$	3,912		$	7,437

See accompanying notes to consolidated financial statements.

Table of Contents

SUNSTONE HOTEL INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Description of Business

Sunstone Hotel Investors, Inc. (the “Company”) was incorporated in Maryland on June 28, 2004 in anticipation of an initial public offering of common stock, which was consummated on October 26, 2004. The Company, through its 100% controlling interest in Sunstone Hotel Partnership, LLC (the “Operating Partnership”), of which the Company is the sole managing member, and the subsidiaries of the Operating Partnership, including Sunstone Hotel TRS Lessee, Inc. (the “TRS Lessee”) and its subsidiaries, is currently engaged in acquiring, owning, asset managing and renovating hotel properties. The Company may also sell certain hotel properties from time to time. The Company operates as a real estate investment trust (“REIT”) for federal income tax purposes.

As a REIT, certain tax laws limit the amount of “non-qualifying” income the Company can earn, including income derived directly from the operation of hotels. As a result, the Company leases all of its hotels to its TRS Lessee, which in turn enters into long-term management agreements with third parties to manage the operations of the Company’s hotels. As of ~~September 30, 2012,~~March 31, 2013, the Company had interests in 3026 hotels (the ~~“30~~“26 hotels”), held for investment. The Company’s third-party managers included subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”), managers of 10 of the Company’s 3026 hotels; a subsidiary of Interstate Hotels & Resorts, Inc., manager of 10six of the Company’s 3026 hotels; Highgate Hotels L.P. and an affiliate, manager of three of the Company’s 3026 hotels; Davidson Hotels & Resorts and Hilton Worldwide, each a manager of two of the Company’s 3026 hotels; and Crestline Hotels & Resorts, Fairmont Hotels & Resorts (U.S.) and Hyatt Corporation, each a manager of one of the Company’s 3026 hotels. In addition, as of March 31, 2013, the Company ~~owns 100% of~~owned BuyEfficient, LLC (“BuyEfficient”), an electronic purchasing platform that allows members to procure food, operating supplies, furniture, fixtures and ~~equipment, and 100% of a commercial laundry facility located in Rochester, Minnesota.~~equipment.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements as of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012, ~~and 2011,~~ include the accounts of the Company, the Operating Partnership, the TRS Lessee and their subsidiaries. All significant intercompany balances and transactions have been eliminated. The Company consolidates subsidiaries when it has the ability to direct the activities that most significantly impact the economic performance of the entity. The Company also evaluates its subsidiaries to determine if they should be considered variable interest entities (“VIEs”). Typically, the entity that has the power to direct the activities that most significantly impact economic performance would consolidate the VIE. The Company considers an entity a VIE if equity investors own an interest therein that does not have the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. In accordance with the Consolidation Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), the Company reviewed its subsidiaries to determine if (i) they should be considered VIEs, and (ii) whether the Company should change its consolidation determination based on changes in the characteristics of these entities.

Non-controlling interests at both ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011~~2012 represent the outside equity interests in various consolidated affiliates of the Company.

The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission. In the Company’s opinion, the interim financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which are necessary to fairly present the interim financial statements. These financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011,~~2012, filed with the Securities and Exchange Commission on February ~~28, 2012.~~25, 2013.

Certain prior year amounts have been reclassified in the consolidated financial statements in order to conform to the current year presentation.

The Company has evaluated subsequent events through the date of issuance of these financial statements.

~~Table of Contents~~

Use of Estimates

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

Table of Contents

Reporting Periods

The results the Company reports in its consolidated statements of operations and comprehensive income (loss) are based on results reported to the Company by its hotel managers. ~~These hotel managers use different reporting periods.~~Prior to 2013, Marriott ~~uses~~used a fiscal year ending on the Friday closest to December 31 and ~~reports~~reported twelve weeks of operations each for the first three quarters of the year, and sixteen or seventeen weeks of operations for the fourth quarter of the year. Beginning in 2013, Marriott switched its reporting to a standard monthly calendar; however Marriott’s 2013 calendar contains an additional three days, December 29, 2012 through December 31, 2012. The ~~Company’s~~Company and its other hotel managers ~~report operations on~~use a standard monthly ~~calendar.~~calendar to report their financial information. The Company has elected to adopt quarterly close periods of March 31, June 30 and September 30, and an annual year end of December 31. As a result, the Company’s 2013 results of operations for the Marriott-managed hotels are reported on a calendar basis; however, the 2012 results of operations for the Marriott-managed hotels include results from December 31 through March 23 for the first quarter, March 24 through June 15 for the second quarter, June 16 through September 7 for the third quarter, and September 8 through December 28 for the fourth quarter. The Company’s 2011 results of operations for the Marriott-managed hotels include results from January 1 through March 25 for the first quarter, March 26 through June 17 for the second quarter, June 18 through September 9 for the third quarter, and September 10 through December 30 for the fourth quarter. Beginning in 2013, Marriott will report operations on a standard monthly calendar basis.

Fair Value of Financial Instruments

As of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses were representative of their fair values due to the short-term maturity of these instruments.

The Company follows the requirements of the Fair Value Measurements and Disclosure Topic of the FASB ASC, which establishes a framework for measuring fair value and disclosing fair value measurements by establishing a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.		~~Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.~~

~~Level 2~~		Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

~~Level 3~~		Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

As discussed in Note ~~7, during 2011,~~5, at March 31, 2013, the Company ~~entered into~~held two interest rate ~~protection~~cap agreements and one interest rate swap agreement to manage ~~or hedge~~its exposure to the interest rate risks ~~in conjunction with~~related to its acquisitions of the outside 62.0% equity interests in the Doubletree Guest Suites Times Square, the JW Marriott New Orleans, a 75.0% majority interest in the entity that owns the Hilton San Diego Bayfront and the refinancing of the debt secured by the Doubletree Guest Suites Times Square.floating rate debt. The Company records interest rate protection agreements on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in the consolidated statements of operations ~~and comprehensive income (loss)~~ as they are not designated as hedges. In accordance with the Fair Value Measurements and Disclosure Topic of the FASB ASC, the Company estimates the fair value of its interest rate protection agreements based on quotes obtained from the counterparties, which are based upon the consideration that would be required to terminate the agreements. The Company has valued the derivative interest rate cap agreements ~~related to the Doubletree Guest Suites Times Square and the Hilton San Diego Bayfront~~ using Level 2 measurements as an asset of ~~$20,000~~$57,000 and ~~$0.4 million~~$48,000 as of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, respectively. The interest rate cap agreements are included in other assets, net on the accompanying consolidated balance sheets. The Company has valued the derivative interest rate swap agreement ~~related to the JW Marriott New Orleans~~ using Level 2 measurements as a liability of ~~$1.8~~$1.5 million and $1.6 million as of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, respectively. The interest rate swap agreement is included in other liabilities on the accompanying consolidated balance sheets.

The Company is responsible for paying the premiums, if any, for a $5.0 million split life insurance policy for its former ~~Executive~~ Chairman and Chief Executive Officer, Robert A. Alter. The Company has valued this policy using Level 2 measurements at $1.5 million ~~and $1.9 million~~ as of ~~September 30, 2012~~both March 31, 2013 and December 31, ~~2011, respectively.~~2012. These amounts are included in other assets, net in the accompanying consolidated balance sheets, and will be used to reimburse the Company for payments made to Mr. Alter associated with a Retirement Benefit Agreement. The Company has valued the Retirement Benefit Agreement using Level 2 measurements at $1.5 million ~~and $1.7 million~~ as of ~~September 30, 2012~~both March 31, 2013 and December 31, ~~2011, respectively.~~2012. The agreement calls for the balance of the Retirement Benefit Agreement to be paid out to Mr. Alter in 10 annual installments, beginning in 2011. As such, the Company ~~has~~ paid Mr. Alter a total of $0.4 million through ~~September 30, 2012,~~March 31, 2013, which was reimbursed to the Company using funds from the split life insurance policy. These amounts are included in accrued payroll and employee benefits in the accompanying consolidated balance sheets.

Table of Contents

On an annual basis and periodically when indicators of impairment exist, the Company ~~has analyzed~~analyzes the carrying values of its hotel properties and other assets using Level 3 measurements, including a discounted cash flow analysis to estimate the fair value of its hotel properties and other assets taking into account each property’s expected cash flow from operations, holding period and estimated proceeds from the disposition of the property. The factors addressed in determining estimated proceeds from disposition included anticipated operating cash flow in the year of disposition and terminal capitalization rate. The Company did not identify any properties or other assets with indicators of impairment during the ~~nine~~three months ended ~~September 30,~~March 31, 2013 and 2012. In June 2011, the Company recognized a $1.5 million impairment on its commercial laundry facility located in Salt Lake City, Utah based on proceeds received from its sale in July 2011. In September 2011, the Company recognized a $10.9 million impairment loss on the $90.0 million mortgage-secured purchase money loan received from the buyer of the Royal Palm Miami Beach (the “Royal Palm note”) in anticipation of its sale in October 2011.

On an annual basis and periodically when indicators of impairment exist, the Company also analyzes the carrying value of its goodwill using Level 3 measurements, including a discounted cash flow analysis to estimate the fair value of its reporting units. ~~For the three and nine months ended September 30, 2012 and 2011, the~~The Company did not identify any ~~goodwill~~properties with indicators of ~~impairment.~~goodwill impairment during the three months ended March 31, 2013 and 2012.

As of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011, 70.2%~~2012, 68.2% and ~~71.1%~~69.6%, respectively, of the Company’s outstanding debt included in continuing operations had fixed interest rates, including the effect of an interest rate swap agreement. The Company’s carrying value of its debt secured by properties not classified as discontinued operations totaled $1.3 billion and $1.4 billion as of ~~both September 30, 2012~~March 31, 2013 and December 31, ~~2011.~~2012, respectively. Using Level 3 measurements, including the Company’s weighted average cost of debt ~~ranging between~~of 5.5% ~~and 6.5% as of September 30, 2012, and between 6.0% and 7.0% as of December 31, 2011,~~, the Company estimates that the fair market value of its debt included in continuing operations totaled ~~$1.4~~$1.3 billion as of both ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011.~~2012.

The following table presents ~~the Company’s~~our assets measured at fair value on a recurring and non-recurring basis at ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011~~2012 (in thousands):

			Fair Value Measurements at Reporting Date								Fair Value Measurements at Reporting Date
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
September 30, 2012 (unaudited):

March 31, 2013 (unaudited):
Interest rate cap derivative agreements	$	20	$	—	$	20	$	—	$	57	$	—	$	57	$	—
Life insurance policy	1,490		—		1,490		—		1,544		—		1,544		—

Total assets at September 30, 2012	$	1,510	$	—	$	1,510	$	—

December 31, 2011:
Total assets at March 31, 2013									$	1,601	$	—	$	1,601	$	—
December 31, 2012:
Interest rate cap derivative agreements	$	386	$	—	$	386	$	—	$	48	$	—	$	48	$	—
Life insurance policy	1,877		—		1,877		—		1,494		—		1,494		—

Total assets at December 31, 2011	$	2,263	$	—	$	2,263	$	—
Total assets at December 31, 2012									$	1,542	$	—	$	1,542	$	—

The following table presents ~~the Company’s~~our liabilities measured at fair value on a recurring and non-recurring basis at ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011~~2012 (in thousands):

Fair Value Measurements at Reporting Date

Total

Level 1

Level 2

Level 3

September 30, 2012 (unaudited):

Interest rate swap derivative agreement

$
1,796

$
—

$
1,796

$
—

Retirement benefit agreement

1,490

—

1,490

—

Total liabilities at September 30, 2012

$
3,286

$
—

$
3,286

$
—

December 31, 2011:

Interest rate swap derivative agreement

$
1,567

$
—

$
1,567

$
—

Retirement benefit agreement

1,687

—

1,687

—

Total liabilities at December 31, 2011

$
3,254

$
—

$
3,254

$
—

~~Table of Contents~~

The following table presents the gains and impairment charges included in earnings as a result of applying Level 3 measurements for the three and nine months ended September 30, 2012 and 2011 (in thousands):

Three Months Ended
September 30, 2012

Three Months Ended
September 30, 2011

Nine Months Ended
September 30, 2012

Nine Months Ended
September 30, 2011

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Gains:

Investment in unconsolidated joint ventures (1)

$
—

$
—

$
—

$
69,230

Impairment charges:

Other assets, net (2)

—

(10,862
)
—

(10,862
)
Other real estate of discontinued operations, net

��

—

—

(1,495
)
Total impairment charges

—

(10,862
)
—

(12,357
)

Total Level 3 measurement charges included in earnings

$
—

$
(10,862
)
$
—

$
56,873

~~(1)Includes the gains recorded by the Company on the remeasurements of the Company’s equity interests in its Doubletree Guest Suites Times Square and BuyEfficient joint ventures.~~

~~(2)Includes the impairment loss recorded by the Company on the Royal Palm note in anticipation of the note’s sale in October 2011.~~

			Fair Value Measurements at Reporting Date
	Total		Level 1		Level 2		Level 3

March 31, 2013 (unaudited):
Interest rate swap derivative agreement	$	1,488	$	—	$	1,488	$	—
Retirement benefit agreement	1,544		—		1,544		—
Total liabilities at March 31, 2013	$	3,032	$	—	$	3,032	$	—
December 31, 2012:
Interest rate swap derivative agreement	$	1,636	$	—	$	1,636	$	—
Retirement benefit agreement	1,494		—		1,494		—
Total liabilities at December 31, 2012	$	3,130	$	—	$	3,130	$	—

Accounts Receivable

Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. Accounts receivable also includes, among other things, ~~receivables from customers who utilize the Company’s commercial laundry facility in Rochester, Minnesota,~~ receivables from customers who utilize purchase volume rebates through BuyEfficient, as well as tenants who lease space in the Company’s hotels. The Company maintains an allowance for doubtful accounts sufficient to cover potential credit losses. The Company’s accounts receivable ~~at both September 30, 2012 and December 31, 2011~~ includes an allowance for doubtful accounts of $0.2 ~~million.~~million at both March 31, 2013 and December 31, 2012.

Table of Contents

Acquisitions of Hotel Properties and Other Entities

Accounting for the acquisition of a hotel property or other entity as a purchase transaction requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, intangible assets and any capital lease obligations that are assumed as part of the acquisition of a leasehold interest. During ~~2011 and the first nine months of~~ 2012, the Company used all available information to make these fair value determinations, and engaged an independent valuation specialist to assist in the fair value determination of the long-lived assets acquired and the liabilities assumed in the Company’s purchases of the Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile, the outside 62.0% equity interests in the Doubletree Guest Suites Times Square joint venture, the outside 50.0% equity interests in the BuyEfficient joint venture, the JW Marriott New Orleans and the 75.0% majority interest in the entity that owns the Hilton San Diego Bayfront.Mile. Due to the inherent subjectivity in determining the estimated fair value of long-lived assets, the Company believes that the recording of acquired assets and liabilities is a critical accounting policy.

Goodwill

The Company follows the requirements of the Intangibles — Goodwill and Other Topic of the FASB ASC, which states that goodwill and intangible assets deemed to have indefinite lives are subject to annual impairment tests. As a result, the carrying value of goodwill allocated to the hotel properties and other assets is reviewed at least annually for impairment. In addition, when facts and circumstances suggest that the Company’s goodwill may be impaired, an interim evaluation of goodwill is prepared. Such review entails comparing the carrying value of the individual hotel property or other asset (the reporting unit) including the allocated goodwill to the fair value determined for that reporting unit (see Fair Value of Financial Instruments for detail on the Company’s valuation methodology). If the aggregate carrying value of the reporting unit exceeds the fair value, the goodwill of the reporting unit is impaired to the extent of the difference between the fair value and the aggregate carrying value, not to exceed the carrying amount of the allocated goodwill. The Company’s annual impairment evaluation is performed each year as of December 31.

~~Table of Contents~~

~~During the first quarter ended March 31, 2011, the Company recorded additional goodwill of $8.4 million related to its purchase of the outside 50.0% equity interest in its BuyEfficient joint venture.~~

Deferred Financing Fees

Deferred financing fees consist of loan fees and other financing costs related to the Company’s outstanding indebtedness and credit facility commitments and are amortized to interest expense over the terms of the related ~~debt.~~debt or commitment. Upon repayment or refinancing of the underlying debt, any related unamortized deferred financing fee is charged to interest expense. Upon any loan modification, any related unamortized deferred financing fee is amortized over the remaining terms of the modified loan.

~~During both the three and nine months ended September 30, 2012, the~~The Company ~~incurred and paid~~did not incur or pay any deferred financing fees ~~of $1.3 million related to an amendment of its credit facility. During~~during either the three ~~and nine~~ months ended September 30, 2011, the Company incurred and paid deferred financing fees of approximately zero and $4.8 million, respectively, related to new debt and debt refinancings. Such costs are being amortized over the related terms of the loans.

In the third quarter of 2012, the Company wrote off $0.2 million in deferred financing fees related to its sales of the Marriott Del Mar in August 2012, and the Doubletree Guest Suites Minneapolis, Hilton Del Mar and Marriott Troy in SeptemberMarch 31, 2013 or 2012. ~~In the second quarter of 2012, the Company wrote off $3,000 in deferred financing fees related to its repayment of the non-recourse mortgage secured by the Renaissance Long Beach.~~

Total amortization ~~and write off~~ of deferred financing fees for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~ was as follows (in thousands):

	Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011		Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Continuing operations:
Amortization of deferred financing fees	$	929	$	823	$	2,825	$	2,215	$	758	$	943
Write-off of deferred financing fees	—		—		3		—
Total deferred financing fees — continuing operations	929		823		2,828		2,215

Discontinued operations:
Amortization of deferred financing fees	13		20		46		59		2		24
Write-off of deferred financing fees	185		—		185		—
Total deferred financing fees — discontinued operations	198		20		231		59

Total amortization of deferred financing fees	$	1,127	$	843	$	3,059	$	2,274	$	760	$	967

Earnings Per Share

The Company applies the two-class method when computing its earnings per share as required by the Earnings Per Share Topic of the FASB ASC, which requires the net income per share for each class of stock (common stock and convertible preferred stock) to be calculated assuming 100% of the Company’s net income is distributed as dividends to each class of stock based on their contractual rights. To the extent the Company has undistributed earnings in any calendar quarter, the Company will follow the two-class method of computing earnings per share.

The Company follows the requirements of the Earnings Per Share Topic of the FASB ASC, which states that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012, ~~$0.4~~undistributed earnings representing nonforfeitable dividends of $0.2 million and ~~$0.2 million, respectively were allocated to the participating securities. For the three and nine months ended September 30, 2011,~~ zero, ~~and $0.6 million,~~ respectively, were allocated to the participating securities.

Table of Contents

In accordance with the Earnings Per Share Topic of the FASB ASC, basic earnings available (loss attributable) to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings available (loss attributable) to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not anti-dilutive. Potential common shares consist of unvested restricted stock awards, the incremental common shares issuable upon the exercise of stock options and the conversion of the Company’s Series C Cumulative Convertible Redeemable Preferred Stock (“Series C preferred stock”), using the more dilutive of either the two-class method or the treasury stock method.

The following table sets forth the computation of basic and diluted earnings (loss) per common share (in thousands, except per share data):

	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011			Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011			Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Numerator:
Net income (loss)	$	39,556		$	(16,553	)	$	38,443		$	73,711		$	28,926		$	(12,968	)
(Income) loss from consolidated joint venture attributable to non-controlling interest	(827		)	31			(1,694		)	(213		)
Income from consolidated joint ventures attributable to non-controlling interest													(297		)	(560		)
Distributions to non-controlling interest	(8		)	(8		)	(24		)	(22		)	(8		)	(8		)
Preferred stock dividends	(7,437		)	(7,437		)	(22,311		)	(19,884		)
Preferred stock dividends and redemption charge													(10,903		)	(7,437		)
Undistributed income allocated to unvested restricted stock compensation	(352		)	—			(162		)	(638		)	(218		)	—

Numerator for basic and diluted earnings available (loss attributable) to common stockholders	$	30,932		$	(23,967	)	$	14,252		$	52,954		$	17,500		$	(20,973	)

Denominator:
Weighted average basic and diluted common shares outstanding	135,236			117,254			124,271			117,186			151,076			117,426

Basic and diluted earnings available (loss attributable) to common stockholders per common share	$	0.23		$	(0.20	)	$	0.11		$	0.45		$	0.12		$	(0.18	)

The Company’s shares of Series C preferred stock issuable upon conversion, unvested restricted shares associated with its long-term incentive plan and shares associated with common stock options have been excluded from the above calculation of earnings (loss) per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012, ~~and 2011,~~ as their inclusion would have been anti-dilutive.

Segment Reporting

The Company reports its consolidated financial statements in accordance with the Segment Reporting Topic of the FASB ASC. Currently, the Company operates in one segment, operations held for investment.

3. Investment in Hotel Properties

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

	September 30, 2012			December 31, 2011			March 31, 2013			December 31, 2012
	(unaudited)						(unaudited)
Land	$	268,093		$	254,053		$	260,939		$	260,939
Buildings and improvements	2,687,110			2,499,055			2,554,898			2,541,024
Furniture, fixtures and equipment	351,014			319,615			341,252			329,770
Intangibles	167,467			162,267			167,467			167,467
Franchise fees	1,326			943			1,261			1,261
Construction in process	33,033			17,267			65,252			48,388
	3,508,043			3,253,200			3,391,069			3,348,849
Accumulated depreciation and amortization	(707,361		)	(602,942		)	(701,786		)	(666,972		)
							$	2,689,283		$	2,681,877
	$	2,800,682		$	2,650,258

109

Table of Contents

~~In June 2012, the Company purchased the leasehold interest in the 417-room Wyndham Chicago for a contractual purchase price of $88.425 million.~~ The Company funded the acquisition with $29.7 million of cash on hand (including $0.3 million of proration credits) and the issuance of 5,454,164 shares of the Company’s common stock, the “Wyndham stock consideration.” The Wyndham stock consideration was determined by dividing $58.425 million by the product of (1) the closing price of $10.71 on the NYSE of the Company’s common stock on May 2, 2012 and (2) 1.03. In connection with this acquisition, the Company entered into a registration rights agreement requiring the Company to register the Wyndham stock consideration. The Company prepared the registration statement on Form S-3, which was filed with the SEC as required on June 4, 2012. Based on the $9.38 closing price of the Company’s common stock on the NYSE on June 4, 2012, the total purchase price of the Wyndham Chicago hotel for accounting purposes was $81.16 million, excluding proration adjustments and closing costs. Immediately upon acquisition, the Company rebranded the hotel the Hyatt Chicago Magnificent Mile. The Company recorded the acquisition at fair value using an independent third-party analysis, with the purchase price allocated to investmentacquired two hotels in hotel properties, hotel working capital assets and liabilities, obligations under capital lease and the Company’s common stock. The Company recognized acquisition-related costs of $15,000 and $1.3 million for the three and nine months ended September 30, 2012, respectively, which are included in corporate overhead on the Company’s consolidated statements of operations and comprehensive income (loss). The results of operations for2012: the Hyatt Chicago Magnificent Mile ~~have been included~~ in ~~the Company’s consolidated statements of operations and comprehensive income (loss) from the acquisition date of~~ June ~~4, 2012 through the third quarter ended September 30, 2012.~~

In July 2012, the Company purchased the 357-room Hilton Garden Inn Chicago Downtown/Magnificent Mile for a net purchase price of $90.3 million, including $1.45 million of proration credits. The Company recorded the acquisition at fair value using an independent third-party analysis, with the purchase price allocated to investment in hotel properties and hotel working capital assets and liabilities. The Company recognized acquisition-related costs of $0.6 million and $0.7 million for the three and nine months ended September 30, 2012, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2011, respectively, which are included in corporate overhead on the Company’s consolidated statements of operations and comprehensive income (loss). The results of operations for the Hilton Garden Inn Chicago Downtown/Magnificent Mile have been included in the Company’s consolidated statements of operations and comprehensive income (loss) from the acquisition date of July 19, 2012 through the third quarter ended September 30, 2012.

~~The fair values of the assets acquired and liabilities assumed at the dates of acquisition for the Hyatt Chicago Magnificent Mile~~2012; and the Hilton Garden Inn Chicago Downtown/Magnificent Mile ~~were allocated based on independent third-party analyses. The following table summarizes the fair values of assets acquired and liabilities assumed~~ in ~~both of these acquisitions (in thousands):~~

Assets:

Investment in hotel properties (1)

$
188,745

Cash

32

Accounts receivable

1,190

Other assets

176

Total assets acquired

190,143

Liabilities:

Capital lease obligation (2)

15,579

Other current liabilities

3,369

Total liabilities acquired

18,948

Stockholders’ equity (3)

51,160

Total cash paid for acquisition

$
120,035

~~(1)~~Investment in hotel properties was allocated to land ($14.0 million), buildings and improvements ($157.2 million), furniture, fixtures and equipment ($12.1 million), intangibles ($5.2 million) related to advanced bookings, a below-market tenant lease and a below-market management agreement, and franchise fees ($0.2 million) related to a franchise agreement. Details of the intangibles and the franchise agreement are as follows (in thousands):

~~Table of Contents~~

Value At
Acquisition

Expected Life

(unaudited)

Advanced bookings

$
2,630

6 months to 17.5 months

Below-market tenant lease

(280
)
20 years

Below-market management agreement

2,850

5 years — 10.5 years

Franchise agreement

168

14.5 years

Total intangibles and franchise fees related to 2012 acquisitions

5,368

Accumulated amortization

(1,345
)

$
4,023

Amortization Expense

Three Months Ended September 30, 2012

Three Months Ended September 30, 2011

Nine Months Ended September 30, 2012

Nine Months Ended September 30, 2011

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Advanced bookings

$
994

$
—

$
1,251

$
—

Below-market tenant lease

(3
)
—

(3
)
—

Below-market management agreement

95

—

95

—

Franchise agreement

2

—

2

—

$
1,088

$
—

$
1,345

$
—

The Hyatt Chicago Magnificent Mile is subject to a building lease, which the Company determined should be accounted for as a capital lease. Accordingly, at acquisition in June 2012, the Company recorded a capital asset related to its leasehold interest of $58.8 million which has been allocated to buildings and improvements, based upon the estimated fair value of the right to use the leased property for the then remaining term of 85.6 years. The capital asset, net of accumulated depreciation of $0.5 million for the three and nine months ended September 30, 2012 is included in investment in hotel properties, net, in the accompanying consolidated balance sheet as of September 30,July 2012.

~~(2)~~The Hyatt Chicago Magnificent Mile is subject to a building lease which expires in December 2097 (see Note 14). The Company evaluated the terms of the lease agreement and determined the lease to be a capital lease pursuant to the Leases Topic of the FASB ASC. At acquisition, the fair value of the remaining rent payments of $15.6 million was recorded as a capital lease obligation. The current portion of this obligation is included in accounts payable and accrued expenses, and the long-term portion of this obligation, net of amortization, is included in capital lease obligations, less current portion in the accompanying consolidated balance sheet as of September 30, 2012.

~~(3)~~In accordance with the Fair Value Measurements and Disclosure Topic of the FASB ASC, the Wyndham stock consideration was recorded by the Company based on the $9.38 closing price of the Company’s common stock on the NYSE on June 4, 2012.

Acquired properties are included in the Company’s results of operations and comprehensive income (loss) from the date of acquisition. The following unaudited pro forma results of operations reflect the Company’s results as if the acquisitions of the Hyatt Chicago Magnificent Mile in June 2012 and the Hilton Garden Inn Chicago Downtown/Magnificent Mile in July 2012 the Doubletree Guest Suites Times Square in January 2011, the JW Marriott New Orleans in February 2011 and the 75.0% majority interest in the entity that owns the Hilton San Diego Bayfront in April 2011 had occurred on January 1, ~~2011.~~2012. In the Company’s opinion, all significant adjustments necessary to reflect the effects of the acquisitions have been made (in thousands, except per share data):

Three Months Ended
September 30, 2012

Three Months Ended
September 30, 2011

Nine Months Ended
September 30, 2012

Nine Months Ended
September 30, 2011

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Revenues

$
221,992

$
209,649

$
661,237

$
621,055

Income available (loss attributable) to common stockholders from continuing operations

$
(61
)
$
(16,077
)
$
(2,348
)
$
44,909

Income (loss) per diluted share available (attributable) to common stockholders from continuing operations

$
(0.06
)
$
(0.20
)
$
(0.21
)
$
0.21

	Three Months Ended March 31, 2012
	(unaudited)
Revenues	$	207,987
Loss attributable to common stockholders from continuing operations	$	(16,524	)
Loss per diluted share attributable to common stockholders from continuing operations	$	(0.21	)

124. Discontinued Operations

~~Table of Contents~~

~~For~~In January 2013, the Company sold a four-hotel, 1,222-room portfolio (the “Rochester Hotels”) and a commercial laundry facility (together with the Rochester Hotels, the “Rochester Portfolio”) in Rochester, Minnesota, to an unaffiliated third party, for net proceeds of $195.6 million, of which $6.0 million was used to pay refundable deposits towards two potential hotel acquisitions and $139.4 million is presented on the Company’s March 31, 2013 consolidated balance sheet as cash proceeds held by accommodator in order to facilitate a potential tax-deferred exchange. The Rochester Hotels include the 660-room Kahler Grand, the 271-room Kahler Inn & Suites, the 202-room Marriott Rochester and the 89-room Residence Inn by Marriott Rochester. The Company recognized a net gain on the sale of $51.6 million. The Company retained a $25.0 million preferred equity investment (the “Preferred Equity Investment”) in the Rochester Hotels that yields an 11% dividend, resulting in a deferred gain on the sale of $25.0 million. The $25.0 million gain will be deferred until the Preferred Equity Investment is redeemed. The Preferred Equity Investment is recorded at face value on the Company’s consolidated balance sheet net of the deferred gain, resulting in a net book value of zero on the Company’s consolidated balance sheet as of March 31, 2013. During the first quarter of 2013, the Company recognized $0.5 million in dividends on the Preferred Equity Investment, which is included in interest and other income on the Company’s consolidated statements of operations and comprehensive income (loss). The Company also provided a $3.7 million working cash advance to the buyer, resulting in a deferred gain on the sale of $3.7 million. The $3.7 million gain will be deferred until the Company is repaid from the Rochester Portfolio’s available cash flow. The working cash advance is recorded at face value on the Company’s consolidated balance sheet net of the deferred gain, resulting in a net book value of zero on the Company’s consolidated balance sheet as of March 31, 2013. In addition, the Company retained a liability not to exceed $14.0 million related to the Rochester Portfolio’s pension plan, which could be triggered in certain circumstances, including termination of the pension plan. The $14.0 million pension plan liability is included in other liabilities on the Company’s consolidated balance sheet as of March 31, 2013. The recognition of the $14.0 million pension plan liability reduced the Company’s gain on the sale of the Rochester Portfolio. The $14.0 million gain will be recognized, if at all, when and to the extent the Company is released from any potential liability related to the Rochester Portfolio’s pension plan. Concurrent with the Rochester Portfolio sale, the Company extinguished the outstanding $26.7 million mortgage secured by the Kahler Grand for a total cost of $29.8 million, prepaid the $0.4 million loan secured by the commercial laundry facility, and recorded a loss on extinguishment of debt of $3.1 million which is included in discontinued operations. The Company reclassified the Rochester Portfolio’s results of operations for January 2013 and the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012, ~~the Company has included $12.6 million and $15.3 million of revenues, respectively, and net losses of $0.3 million and $1.3 million, respectively in~~to discontinued operations on its consolidated statements of operations and comprehensive income (loss).

Prior to the sale of the Rochester Portfolio, pension liability adjustments related to the ~~Company’s 2012 acquisitions. For~~Rochester Portfolio’s defined benefit retirement plan were recorded as other comprehensive income (loss). The following table details the activity in accumulated other comprehensive loss during the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2013 (in thousands):

	Three Months Ended March 31, 2013			Affected Line in the Company’s Statements of Operations and Comprehensive Income (Loss)
	(unaudited)
Beginning balance of accumulated other comprehensive loss	$	(5,335	)
Sale of Rochester Portfolio – pension liability adjustment	5,335			Income from discontinued operations
Ending balance of accumulated other comprehensive loss	$	—

During 2012, the Company ~~has included $49.6 million~~sold four hotels and ~~$111.8 million~~an office building adjacent to one of ~~revenues, respectively, and net losses of $1.2 million and $4.4 million, respectively, in its consolidated statements of operations and comprehensive income (loss) related to~~ the ~~Company’s 2011 acquisitions.~~

~~4. Discontinued Operations~~

sold hotels. In August 2012, the Company sold the Marriott Del Mar located in San Diego, California for net proceeds of $17.7 million, including the assumption of the existing mortgage secured by the hotel which totaled $47.1 million on the date of sale, and recognized a gain on the sale of $25.5 million. In addition, the Company wrote off $48,000 in deferred financing fees in conjunction with the buyer’s assumption of the debt secured by the hotel. The Company reclassified the hotel’s results of operations for ~~Marriott’s three and nine fiscal periods ended September 7,~~the first eight months of 2012 ~~and September 9, 2011~~ to discontinued operations on its consolidated statements of operations and comprehensive income (loss).

Table of Contents

In September 2012, the Company sold a portfolio of assets that included the Doubletree Guest Suites Minneapolis, the Hilton Del Mar, the Marriott Troy (located in Minneapolis, Minnesota, San Diego, California, and Troy, Michigan, respectively) and an office building ~~next~~adjacent to the Marriott Troy ~~(the “Portfolio Sale”)~~ for net proceeds of $28.6 million, including the assumptions of three separate mortgages secured by the hotels totaling $75.6 million, as well as a $2.2 million liability for deferred management fees payable to the Marriott Troy’s third-party manager. The Company recognized a gain on the ~~Portfolio Sale~~sale of $12.7 million. In addition, the Company wrote off ~~$137,000~~$0.1 million in deferred financing fees in conjunction with the buyer’s assumption of the debt secured by the three hotels. The Company reclassified the results of operations for the Doubletree Guest Suites Minneapolis, the Hilton Del Mar, the Marriott Troy and the office building to discontinued operations for the ~~three and~~first nine months ended September 30, 2012 and 2011 on its consolidated statements of operations and comprehensive income (loss). Since the Marriott Troy is managed by Marriott, the Company reclassified the hotel’s results of operations for the three and nine fiscal periods ended September 7, 2012 and September 9, 2011 to discontinued operations on its consolidated statements of operations and comprehensive income (loss). Due to the fact that the Marriott Troy was sold during Marriott’s tenth fiscal period of the year which the Company includes in October, the Company will include results of operations for the Marriott Troy in its discontinued operations for the three months ended December 31, 2012.

In April 2011, the Company sold the Royal Palm Miami Beach for net proceeds of $129.8 million, including $39.8 million in cash and a $90.0 million note receivable from the buyer of the hotel, and recognized a gain on the sale of $14.0 million. The Company reclassified the hotel’s results of operations for the three and six months ended June 30, 2011, to discontinued operations on its consolidated statements of operations and comprehensive income (loss). The Company retained an earn-out right on the Royal Palm hotel which will enable it to receive future payments of up to $20.0 million in the event the hotel achieves certain performance hurdles.

Prior to its acquisition of the Royal Palm Miami Beach in August 2010, the Company purchased a portion of the hotel’s subordinate debt with a principal amount of $17.1 million for $3.0 million. In conjunction with the purchase of the hotel, the Company received $5.4 million, net of related costs, as a partial payment of this subordinate debt, and recorded a receivable of $3.1 million for additional amounts to be received in 2012 related to this subordinate debt. In addition, the Company recorded a receivable of $0.9 million related to prior owner real estate taxes paid by the Company which were to be reimbursed. During the first quarter of 2012 the Company received a total of $4.2 million from the special servicer, which included the $4.0 million expected payment related to the hotel’s subordinate debt and real estate taxes, along with an additional $0.2 million as reimbursement for certain transaction related invoices. The Company recorded a $0.2 million gain on the sale of the hotel in March 2012 to discontinued operations on its consolidated statements of operations and comprehensive income (loss). Also during the first quarter of 2012, the Company received notice regarding real estate and personal property tax refunds totaling $0.3 million due to the Company relating to its ownership periods during the 2010 and 2011 tax years. The Company has included the $0.3 million in discontinued operations on its consolidated statements of operations and comprehensive income (loss).

~~Table of Contents~~

In June 2011, the Company recorded an $18.1 million gain on extinguishment of debt due to the resolution of all contingencies relating to five hotels which the Company deeded back to the lender in 2010 as part of its 2009 secured debt restructuring program.

In July 2011, the Company sold its commercial laundry facility located in Salt Lake City, Utah for net proceeds of $0.1 million, and recognized a loss on the sale of $0.1 million. In anticipation of this sale, the Company recorded an impairment loss of $1.5 million to discontinued operations in June 2011. The Company reclassified the laundry’s results of operations for the three and nine months ended September 30, 2011 to discontinued operations on its consolidated statements of operations and comprehensive income (loss).

In ~~October 2011,~~March 2012, the Company ~~sold the Valley River Inn located in Eugene, Oregon for net proceeds~~recorded additional gain of ~~$16.1~~$0.2 million ~~including the assumption of the existing mortgage secured by the hotel which totaled $11.5 million on the date of sale, and recognized a gain~~ on the sale of ~~$0.9 million.~~the Royal Palm Miami Beach, which the Company sold in April 2011. The $0.2 million gain was comprised of reimbursements to the Company ~~reclassified the hotel’s results of operations~~ for ~~the three~~certain transaction related invoices, and ~~nine months ended September 30, 2011 to~~is included in discontinued operations on ~~its~~the Company’s consolidated statements of operations and comprehensive income (loss).

The following table sets forth the discontinued operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 for the four hotels and ~~2011, related to~~the commercial laundry facility sold in 2013, as well as the four hotels and the office building sold in 2012 ~~the two hotels~~ and the ~~commercial laundry facility~~Royal Palm Miami Beach sold in 2011 ~~as well as the five hotel properties deeded back to the lender during 2010~~ (in thousands):

	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011			Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011			Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Operating revenues	$	13,412		$	17,637		$	38,848		$	55,794		$	3,690		$	26,987
Operating expenses	(9,131		)	(13,170		)	(28,464		)	(43,210		)	(3,686		)	(19,778		)
Interest expense	(1,435		)	(1,932		)	(4,894		)	(5,761		)	(99		)	(2,144		)
Depreciation and amortization expense	(977		)	(1,686		)	(4,651		)	(6,767		)	—			(3,874		)
Impairment loss	—			—			—			(1,495		)
Gain on extinguishment of debt	—			—			—			18,145
Gain (loss) on sale of hotels	38,115			(52		)	38,292			13,966

Loss on extinguishment of debt													(3,115		)	—
Gain on sale of hotels and other assets, net													51,620			177
Income from discontinued operations	$	39,984		$	797		$	39,131		$	30,672		$	48,410		$	1,368

5. ~~Other Real Estate~~

~~Other real estate, net consisted of the following (in thousands):~~

September 30,
2012

December 31,
2011

(unaudited)

Land

$
1,600

$
1,600

Buildings and improvements

8,193

8,143

Furniture, fixtures and equipment

6,586

5,904

Construction in process

149

62

16,528

15,709

Accumulated depreciation

(6,861
)
(6,143
)

9,667

9,566

Land held for investment

188

188

$
9,855

$
9,754

~~As of September 30, 2012, other real estate, net included a commercial laundry facility and a vacant parcel of land.~~

~~6. Investments in Unconsolidated Joint Ventures~~

In December 2006, the Company entered into a joint venture agreement to obtain a 38.0% interest in the Doubletree Guest Suites Times Square located in New York City, New York. The Company accounted for its ownership interest in the hotel using the equity method, and its accounting policies were consistent with those of the unconsolidated joint venture. In January 2011, the Company purchased the outside 62.0% equity interests in its Doubletree Guest Suites Times Square joint venture for $37.5 million, and, as a result, became the sole owner of the entity that owns the hotel. In conjunction with this purchase, the Company recognized a gain of $30.1 million on the remeasurement of the Company’s equity interest in this joint venture to its fair market value, and a gain of $30.4 million on the remeasurement of the Company’s investment in a $30.0 million, 8.5% mezzanine loan secured by the hotel which it purchased in April 2010 for $3.45 million to its fair market value. Subsequent to this acquisition, the Company has consolidated the results of operations of the Doubletree Guest Suites Times Square with its continuing operations, and the mezzanine loan was eliminated in consolidation on the Company’s balance sheet until the mezzanine loan was satisfied in conjunction with the Company’s refinancing of the debt secured by the Doubletree Guest Suites Times Square in October 2011.

~~Table of Contents~~

In December 2007, the Company entered into a joint venture agreement with Strategic Hotels & Resorts, Inc. (“Strategic”) to own and operate BuyEfficient. Under the terms of the agreement, Strategic acquired a 50.0% interest in BuyEfficient from the Company. The Company accounted for its ownership interest in BuyEfficient using the equity method, and its accounting policies were consistent with those of the unconsolidated joint venture. In January 2011, the Company repurchased Strategic’s 50.0% share in BuyEfficient for $9.0 million. The Company recorded the acquisition at fair value using an independent third-party analysis, with the purchase price allocated to intangibles (which are included in other assets, net on the Company’s consolidated balance sheets as of September 30, 2012 and December 31, 2011), goodwill and other working capital assets and liabilities. In conjunction with this purchase, the Company recognized a gain of $8.7 million on the remeasurement of the Company’s equity interest in this joint venture to its fair market value. Subsequent to this acquisition, the Company is now the sole owner of BuyEfficient, and has consolidated BuyEfficient’s results of operations with its continuing operations.

7. Interest Rate Derivative Agreements

At ~~September 30,~~March 31, 2013 and December 31, 2012, the Company held two interest rate cap agreements and one interest rate swap agreement to manage its exposure to the interest rate risks related to its floating rate debt. The first interest rate cap agreement ~~was purchased in connection with the Company’s acquisition of the 75.0% majority interest in the entity that owns~~is on the Hilton San Diego ~~Bayfront. Concurrent with the acquisition, the joint venture replaced the hotel’s $233.8 million construction loan (which was scheduled to mature in April 2011) with a new $240.0 million~~Bayfront mortgage, ~~secured by the hotel~~ which mortgage bears ~~a floating~~an interest rate ~~of interest~~ of 3-month LIBOR plus 325 basis points. The ~~Company paid $0.1 million for this interest~~Hilton San Diego Bayfront cap agreement caps the 3-month LIBOR rate ~~cap agreement.~~at 3.75% until April 2013. The notional amount of the related debt capped totaled $120.0 million at ~~September 30, 2012. The~~March 31, 2013. In April 2013, the Company purchased a new interest rate cap ~~strike~~agreement on the Hilton San Diego Bayfront mortgage, which caps the 3-month LIBOR rate isat 3.75%~~, and~~ until April 2015. The notional amount of the ~~maturity date is in~~related debt capped totaled $117.0 million at April 15, 2013. The second interest rate cap agreement ~~was acquired in connection with the Company’s refinancing of debt secured by~~is on the Doubletree Guest Suites Times ~~Square. The Company’s purchase of the outside 62.0% equity interests in its Doubletree Guest Suites Times~~ Square ~~joint venture in January 2011 included the assumption of $270.0 million of non-recourse senior~~ mortgage, ~~and mezzanine debt with a blended interest rate of 3-month LIBOR plus 115 basis points, along with~~which mortgage bears an interest rate cap agreement which the Company valued at $0.1 million at the acquisition date. The Company refinanced this debt in October 2011 with a new $180.0 million non-recourse mortgage which matures in October 2018, and bears interest at a floating rate of 3-month LIBOR plus 325 basis points. ~~In conjunction with this refinancing, the Company entered into an interest rate protection~~The Doubletree Guest Suites Times Square cap agreement ~~which~~ caps the 3-month LIBOR rate ~~on the new mortgage~~ at 4.0% until October 2015. ~~The Company paid $0.9 million for this interest rate cap agreement.~~ The notional amount of the related debt capped totaled $180.0 million at ~~September 30, 2012.~~March 31, 2013.

The interest rate swap agreement ~~was acquired in connection with the Company’s purchase of~~is on the JW Marriott New Orleans which included the assumption of $42.2 million of floating rate debt which was swapped to a fixed rate of 5.45%. The Company valued this interest rate swap agreement at $0.3 million at the acquisition date. The notional amount of the related debt totaled $40.9 million as of September 30, 2012.mortgage. The interest rate swap agreement caps the LIBOR interest rate on the underlying debt at a total interest rate of 5.45%, and the maturity date is in September 2015. The notional amount of the related debt totaled $40.4 million as of March 31, 2013.

None of the interest rate derivative agreements qualify for effective hedge accounting treatment. Accordingly, changes in the fair value of the Company’s interest rate derivative agreements ~~resulted in net losses of $0.1 million and $1.1 million for~~during the three months ended ~~September 30, 2012 and 2011, respectively, and $0.6~~March 31, 2013 resulted in a net gain of $0.2 million, ~~and $2.1 million for the nine months ended September 30, 2012 and 2011, respectively. These net losses have~~which has been reflected as ~~increases~~a decrease in interest expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013. Changes in the fair value of the Company’s interest rate derivative agreements during the three months ended March 31, 2012 ~~and 2011.~~resulted in a net loss of $0.1 million, which has been reflected as an increase in interest expense for the three months ended March 31, 2012. As of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, the fair values of the interest rate cap agreements totaled an asset of ~~$20,000~~$57,000 and ~~$0.4 million,~~$48,000, respectively. The interest rate cap agreements are included in other assets, net on the Company’s consolidated balance sheets. The fair value of the interest rate swap agreement was a liability of ~~$1.8~~$1.5 million and $1.6 million as of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, respectively, and is included in other liabilities on the Company’s consolidated balance sheets.

Table of Contents

8.6. Other Assets

Other assets, net consisted of the following (in thousands):

September 30,
2012

December 31,
2011

(unaudited)

Property and equipment, net

$
2,560

$
2,318

Intangibles, net

8,027

8,476

Interest rate cap derivative agreements

20

386

Note receivable

261

394

Cash trap receivables

8,078

—

Other receivables

4,620

4,946

Other

2,875

3,383

$
26,441

$
19,903

~~Table of Contents~~

	March 31, 2013		December 31, 2012
	(unaudited)
Acquisition deposits	$	6,000	$	—
Property and equipment, net	2,449		2,529
Land held for development	188		188
Intangibles, net	7,727		7,877
Interest receivable	237		—
Interest rate cap derivative agreements	57		48
Cash trap receivables	8,208		8,208
Other receivables	3,856		4,130
Other	2,987		2,922
	$	31,709	$	25,902

In ~~conjunction with~~March 2013, the Company paid refundable deposits of $6.0 million towards the acquisitions of two hotels, including $1.0 million towards the Company’s ~~third quarter 2012 sales~~acquisition of the ~~Marriott Del Mar, the~~ Hilton ~~Del Mar~~New Orleans St. Charles Avenue.

Property and ~~the Marriott Troy, the mortgages secured by these hotels were assumed by the buyers~~equipment, net consisted of the hotels. These mortgages contain “cash trap” provisions that were triggered in prior years due to the decline in the performance of the three hotels. Once triggered, substantially all of the excess cash flow from operations generated by the three hotels was deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of the lenders. Cash was distributed to the Company only after certain items were paid, including deposits into leasing and maintenance reserve accounts and the payment of debt service, insurance, taxes, operating expenses, and extraordinary capital expenditures and leasing expenses. As of September 30, 2012, a total of $8.1 million of the Company’s cash was held by the lenders of these three hotels. The cash will be returned to the Company once the lenders release the cash to the buyers, which is expected to occur within the near term.following (in thousands):

	March 31, 2013			December 31, 2012
	(unaudited)
Cost basis	$	10,267		$	10,153
Accumulated depreciation	(7,818		)	(7,624		)
Property and equipment, net	$	2,449		$	2,529

~~Due to the purchase of the outside 50.0% equity interest in its BuyEfficient joint venture (see Footnote 6), the~~

The Company’s other assets, net as of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, include BuyEfficient’s intangible assets totaling ~~$8.0~~$7.7 million and ~~$8.5~~$7.9 million, respectively, net of accumulated amortization related to certain trademarks, customer and supplier relationships and intellectual property related to internally developed software. These intangibles are amortized using the straight-line method over ~~the remaining~~their useful lives ofranging between seven to 20 years. Accumulated amortization totaled ~~$1.0~~$1.3 million and ~~$0.6~~$1.2 million at ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011, respectively. Amortization~~2012, respectively, and amortization expense totaled $0.1 million for both the three months ended ~~September 30, 2012~~March 31, 2013 and ~~2011, and $0.4 million~~2012.

The Company’s other assets, net as of March 31, 2013 include dividends to be received for ~~both~~ the ~~nine~~month of March on the Preferred Equity Investment. During the three months ended ~~September 30, 2012 and 2011.~~

~~In April 2010,~~March 31, 2013, the Company ~~paid $250,000 to purchase one-half~~recognized a total of ~~a $5.0~~$0.5 million ~~8.075% subordinate note maturing~~ in ~~November 2010 secured by~~dividends on the ~~101-room boutique hotel known as Twelve Atlantic Station~~Preferred Equity Investment, which is included in ~~Atlanta, Georgia. In November 2010,~~interest and other income on the ~~Company purchased the remaining half~~Company’s consolidated statements of the Twelve Atlantic Station subordinate note for an additional $250,000. In November 2010, the subordinate note was modified to provide for monthly interest only payments of 3.5%, with the remaining interest due at maturity,operations and the maturity date was extended to November 2012. As the subordinate note was in default, the borrower was required to bring the subordinate note current. As of September 30, 2012, the subordinate note secured by the Twelve Atlantic Station was not in default, however, the Company will continue to account for the Twelve Atlantic Station loan using the cost recovery method until such time as the expected cash flows from the loan are reasonably probable and estimable. The Company received $45,000 and $0.1 million during the three and nine months ended September 30, 2012, respectively, and $0.1 million during the year ended December 31, 2011, which payments were applied to the subordinate note’s principal balance in accordance with the cost recovery method.comprehensive income (loss).

9.7. Notes Payable

Notes payable consisted of the following (in thousands):

	September 30, 2012			December 31, 2011			March 31, 2013			December 31, 2012
	(unaudited)						(unaudited)
Notes payable requiring payments of interest and principal, with fixed rates ranging from 4.97% to 9.88%; maturing at dates ranging from June 2013 through May 2021. The notes are collateralized by first deeds of trust on 14 hotel properties and one commercial laundry facility at September 30, 2012, and 15 hotel properties and one commercial laundry facility at December 31, 2011.	$	922,439		$	966,763
Notes payable requiring payments of interest and principal, with fixed rates ranging from 4.97% to 6.60%; maturing at dates ranging from May 2015 through May 2021. The notes are collateralized by first deeds of trust on 13 hotel properties at both March 31, 2013 and December 31, 2012.							$	886,945		$	890,668
Note payable requiring payments of interest and principal, bearing a blended rate of 3-month LIBOR plus 325 basis points; maturing in April 2016. The note is collateralized by a first deed of trust on one hotel property.	235,512			237,806			233,924			234,724
Note payable requiring payments of interest only through October 2013, and interest and principal thereafter, with a blended interest rate of 3-month LIBOR plus 325 basis points; maturing in October 2018. The note is collateralized by a first deed of trust on one hotel property.	180,000			180,000			180,000			180,000
Senior Notes, with a fixed interest rate of 4.60%, maturing in July 2027. The notes are guaranteed by the Company and certain of its subsidiaries.	58,000			62,500
Senior Notes, with a fixed interest rate of 4.60%, maturing in July 2027. Repurchased and redeemed in January 2013. The notes were guaranteed by the Company and certain of its subsidiaries.							—			58,000
	1,395,951			1,447,069			1,300,869			1,363,392
Less: discount on Senior Notes	(270		)	(1,135		)	—			(3		)
	1,395,681			1,445,934			1,300,869			1,363,389
Less: current portion	(77,579		)	(51,279		)	(19,757		)	(76,723		)
	$	1,318,102		$	1,394,655		$	1,281,112		$	1,286,666

1612

Table of Contents

In January 2013, the Company validly tendered, accepted and repurchased $42.0 million of the Senior Notes, and redeemed the remaining $16.0 million of the Senior Notes. The Company funded the total $58.0 million in Senior Note repurchases and redemptions with available cash, leaving no future amounts outstanding related to the Senior Notes.

Concurrent with the Rochester Portfolio sale in January 2013, the Company extinguished the outstanding $26.7 million mortgage secured by the Kahler Grand for a total cost of $29.8 million, prepaid the $0.4 million loan secured by the commercial laundry facility, and recorded a loss on extinguishment of debt of $3.1 million which is included in discontinued operations.

In February 2012, the Company repurchased $4.5 million in aggregate principal amount of the Senior Notes for $4.57 million, including $13,000 in interest, using its existing cash. After the repurchase, such Senior Notes were cancelled. The Company wrote off $47,000 in deferred financing fees and $0.1 million of the Senior Notes discount, and recognized a loss of $0.2 million on this early extinguishment of debt.

In April 2012, the Company used existing cash to repay the remaining balance on its $32.2 million non-recourse mortgage secured by the Renaissance Long Beach, which was scheduled to mature in July 2012. The Company wrote off $3,000 in deferred financing fees in connection with the repayment of this debt.

In August 2012, the buyer of the Marriott Del Mar assumed the $47.1 million existing mortgage secured by the hotel, and the Company wrote off $48,000 in related deferred financing fees.

In September 2012, the buyer of the ~~properties in~~portfolio that included the ~~Portfolio Sale~~Doubletree Guest Suites Minneapolis, the Hilton Del Mar, the Marriott Troy and an office building adjacent to the Marriott Troy assumed $75.6 million in existing mortgages secured by the three hotels in the portfolio, and the Company wrote off ~~$137,000~~$0.1 million in related deferred financing fees.

In September 2012, the Company amended and restated its $150.0 million senior unsecured revolving credit facility, which was scheduled to mature in November 2013. The pricing on the amended revolving credit facility was reduced and the 1% LIBOR floor was eliminated. The maturity of the credit facility was extended by two years to November 2015 with an option to extend to November 2016. The amended credit facility’s interest rate is based on a pricing grid with a range of 175 to 350 basis points, which represents a reduction from the previous grid that ranged from 325 to 425 basis points over LIBOR depending on the Company’s leverage ratio. The credit facility also includes an accordion option that allows the Company to request additional lender commitments up to a total of $350.0 million. The Company paid $1.3 million in deferred financing fees in conjunction with this amendment, which will be amortized over the term of the amended credit facility.

As of September 30, 2012 and December 31, 2011, the Company has $58.0 million and $62.5 million, respectively, in outstanding Senior Notes, which have a maturity date of July 2027 and a stated interest rate of 4.60%. The Company follows the requirements of the Debt Topic of the FASB ASC which states that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuer’s non-convertible debt borrowing rate at the time of issuance. As a result, the liability component is recorded at a discount reflecting its below market interest rate. The liability component is subsequently accreted to its par value over its expected life based on a rate of interest that reflects the issuer’s non-convertible debt borrowing rate at the time of issuance, and is reflected in the results of operations as interest expense. Under the guidelines of the Debt Topic of the FASB ASC, the implicit interest rate for the Senior Notes is 6.5% based on the Company’s non-convertible debt borrowing rate at the time of issuance. Interest expense included accretion of the Senior Notes of $0.3 million for both the three months ended September 30, 2012 and 2011, and $0.8 million for both the nine months ended September 30, 2012 and 2011. Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year. The notes, subject to specified events and other conditions, are exchangeable into, at the Company’s option, cash, the Company’s common stock, or a combination of cash and the Company’s common stock. The initial exchange rate for each $1,000 principal amount of notes was 28.9855 shares of the Company’s common stock, representing an exchange price of approximately $34.50 per common share. The initial exchange rate was subject to adjustment under certain circumstances, and is currently adjusted to 32.9179 shares of the Company’s common stock for each $1,000 principal amount of notes, representing an exchange price of approximately $30.38 per common share. The Operating Partnership does not have the right to redeem the notes, except to preserve the Company’s REIT status, before January 20, 2013, and may redeem the notes, in whole or in part, thereafter at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest. Upon specified change in control events as well as on specified dates, holders of the notes may require the Operating Partnership to repurchase their notes, in whole or in part, for cash equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest. The notes are the senior unsecured obligations of the Operating Partnership. The Company and several of its subsidiaries have guaranteed the Operating Partnership’s obligations under the notes. The notes do not qualify as a derivative or an equity instrument.

In February 2011, the Company purchased the JW Marriott New Orleans for approximately $93.8 million. The acquisition included the assumption of a $42.2 million floating-rate, non-recourse senior mortgage. Interest on the mortgage has been swapped to a fixed rate of 5.45%. The mortgage matures in September 2015, and is subject to a 25-year amortization schedule.

In April 2011, the Company paid $182.8 million to acquire a 75.0% majority interest in the joint venture that owns the Hilton San Diego Bayfront. Concurrent with the acquisition, the joint venture replaced the hotel’s $233.8 million construction loan (which was scheduled to mature in April 2011) with a new $240.0 million mortgage secured by the hotel. The new mortgage bears a floating interest rate of 3-month LIBOR plus 325 basis points, matures in April 2016, and is subject to a 30-year amortization schedule.

~~Table of Contents~~

In October 2011, the Company refinanced the $270.0 million non-recourse senior mortgage and mezzanine debt which the Company assumed in connection with its acquisition of the outside 62.0% equity interests in its Doubletree Guest Suites Times Square joint venture in January 2011. The $270.0 million non-recourse senior mortgage and mezzanine debt was scheduled to mature in January 2012, and bore a blended rate of 3-month LIBOR plus 115 basis points. The Company refinanced this debt in October 2011 with a new $180.0 million non-recourse mortgage which matures in October 2018, and bears a floating interest rate of 3-month LIBOR plus 325 basis points. The new mortgage requires payments of interest only for the first 24 months of the term, and is subject to a 30-year amortization schedule. The Company funded the remainder of the repayment of the prior loan with approximately $90.0 million of its unrestricted cash.

Total interest incurred and expensed on the notes payable was as follows (in thousands):

	Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011		Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)			(unaudited)
Interest expense	$	18,417	$	17,841	$	55,095	$	50,351	$	16,810		$	18,074
Loss on derivatives	96		1,087		595		2,091
(Gain) loss on derivatives, net									(157		)	76
Accretion of Senior Notes	267		270		791		792		3			266
Amortization of deferred financing fees	929		823		2,825		2,215		758			943
Write-off of deferred financing fees	—		—		3		—
	$	19,709	$	20,021	$	59,309	$	55,449	$	17,414		$	19,359

~~10.~~8. Other Current Liabilities and Other Liabilities

Other current liabilities consisted of the following (in thousands):

	September 30, 2012		December 31, 2011		March 31, 2013		December 31, 2012
	(unaudited)				(unaudited)
Property, sales and use taxes payable	$	19,416	$	8,879	$	14,206	$	13,254
Income tax payable					4,826		125
Accrued interest	5,052		5,024		3,871		4,901
Advance deposits	7,635		5,073		8,126		6,938
Management fees payable	2,122		2,976		616		2,346
Other	3,604		4,027		3,548		3,399
	$	37,829	$	25,979	$	35,193	$	30,963

~~In September 2012,~~13

Table of Contents

The Company leases its hotels to the ~~buyer~~TRS Lessee and its subsidiaries, which are subject to federal and state income taxes. During the first quarter of 2013, the Internal Revenue Service (“IRS”) issued a notice of proposed adjustment to the Company, challenging certain aspects of the ~~properties~~Company’s leases with its TRS Lessee and its subsidiaries. Though the Company believes its leases comply with all applicable IRS requirements, the Company determined that the costs associated with defending its position were greater than the benefits that might result therefrom. As such, the Company accrued $4.7 million in March 2013 related to the ~~Portfolio Sale assumed~~IRS’s audit of tax years 2008, 2009 and 2010, including $0.6 million in accrued interest, all of which is included in income tax provision on the Company’s ~~$2.2~~consolidated statement of operations and comprehensive income (loss). The Company expects to make the $4.7 million ~~liability for deferred management fees payable~~payment to the ~~Marriott Troy’s third-party manager.~~IRS during the second quarter 2013. No amounts were accrued under the Income Taxes Topic of the FASB ASC as of December 31, 2012, as the Company believed it had no uncertain tax positions that warranted accrual. The Company recognizes penalties and interest related to unrecognized tax benefits in income tax expense. During the three months ended March 31, 2013, the Company recognized $0.6 million in interest expense related to its tax provisions.

Other liabilities consisted of the following (in thousands):

	September 30, 2012		December 31, 2011		March 31, 2013		December 31, 2012
	(unaudited)				(unaudited)
Deferred gain on sale of asset					$	14,000	$	—
Interest rate swap derivative agreement	$	1,796	$	1,567	1,488		1,636
Income tax payable					1,456		—
Deferred revenue	1,210		1,191		1,062		1,089
Deferred rent	8,767		6,684		10,152		9,459
Deferred incentive management fees					1,433		—
Other	3,016		3,181		2,992		2,886
	$	14,789	$	12,623	$	32,583	$	15,070

In conjunction with the Rochester Portfolio sale, the Company retained a $14.0 million liability related to the Rochester Portfolio’s pension plan, which could be triggered in certain circumstances, including termination of the pension plan. Accordingly, the Company has deferred $14.0 million of gain on the sale of the Rochester Portfolio, which $14.0 million in gain will be recognized, if at all, when and to the extent the Company is released from any potential liability related to the Rochester Portfolio’s pension plan.

The Company’s other liabilities include a long-term income tax payable of $1.5 million. Based on the Company’s ongoing evaluations of its uncertain tax positions related to the year ended December 31, 2012, and as a result of its recent resolution of outstanding issues with the IRS, the Company adjusted for an unrecognized tax benefit of $1.5 million during the first quarter of 2013, which is included in the Company’s consolidated statement of operations and comprehensive income (loss).

The Company’s other liabilities also include deferred incentive management fees of $1.4 million related to one of its hotels that is currently undergoing a major room renovation. Per the Company’s management agreement with the hotel’s third-party manager, payment of the incentive management fees will be deferred until such time as the hotel’s adjusted cash flow, as defined in the management agreement, surpasses a certain threshold.

~~11.~~9. Series C Cumulative Convertible Redeemable Preferred Stock

~~In July 2005, the Company sold~~The Company’s 4,102,564 shares of Series C preferred stock ~~with~~have a liquidation preference of $24.375 per share to Security Capital Preferred Growth, Incorporated, an investment vehicle advised by Security Capital Research & Management Incorporated, for gross proceeds of $99.0 million, or $24.13 per share, which included a 1% discount to the conversion price/liquidation preference. Other costs of the offering totaled $130,000. The net proceeds were used to partially finance the Company’s acquisition of six Renaissance hotels.share. As a result of the Company’s stock dividend paid in January 2009, the Series C conversion price was adjusted to $22.23 per share. Each share of the Series C preferred stock is convertible into 1.096 shares of the Company’s common stock at the option of the holder, subject to customary antidilution provisions, including stock splits, stock

~~Table of Contents~~

dividends, non-cash distributions and above-market issuer self-tender or exchange offers. ~~As of July 8, 2010, the~~The Series C preferred stock is redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $24.375 per share, plus accrued and unpaid dividends up to and including the redemption date. The holders of the Series C preferred stock have the right to require the Company to redeem the Series C preferred stock in the event of any of the following: (1) a change in control of the Company, if certain conditions are not met; (2) a REIT termination event; or (3) a termination of the Company’s listing on either the New York Stock Exchange or NASDAQ. In general, holders of Series C preferred stock vote on an as-converted basis as a single class with holders of the Company’s common stock. The quarterly dividend on the Series C preferred stock is currently $0.393 per share. The holders are eligible to receive a participating dividend to the extent

Table of Contents

the Company’s dividend on its common stock exceeds $0.339 per share per quarter. If the Company fails to meet certain financial ratios for four consecutive quarters, a financial ratio violation will occur with respect to the Company’s Series C preferred stock. During the continuation of a financial ratio violation, among other things, the Company would be restricted from paying dividends on its common stock, and may incur a 50 basis point per quarter dividend increase on the Series C preferred stock. Additionally, the Series C preferred stockholders would gain the right to appoint one board member. The Company currently does not expect to incur a financial ratio violation as it expects to meet its covenants. The Series C preferred stock has no maturity date and, except as set forth above, the Company is not required to redeem the Series C preferred stock at any time. As the Series C preferred stockholders may redeem their shares in certain circumstances outside of the control of the Company, the Series C preferred stock has not been classified as permanent equity.

The initial carrying value of the Series C preferred stock was recorded at its sales price less costs to issue on the date of issuance. This carrying value was periodically adjusted so that the carrying value equals the redemption value on the redemption date, which is the earliest date available for the Company to redeem the Series C preferred stock. The carrying value may also be periodically adjusted for any accrued and unpaid dividends. The initial carrying value of the Series C preferred stock was fully accreted to its redemption value during the third quarter of 2010, resulting in a carrying value of $100.0 million at both ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011.~~2012.

~~12.~~10. Stockholders’ Equity

Series A Cumulative Redeemable Preferred Stock

~~The Company’s~~In March 2013, the Company redeemed all 7,050,000 shares of its 8.0% Series A Cumulative Redeemable Preferred Stock (“Series A preferred stock”) ~~have a liquidation preference of $25.00 per share, and are redeemable at the Company’s option, in whole or in part, at any time or from time to time,~~ for ~~cash at a~~an aggregate redemption price of ~~$25.00 per share, plus~~$178.6 million, including $2.3 million in accrued ~~and unpaid dividends up~~dividends. In accordance with the FASB’s Emerging Issues Task Force Topic D-42, an additional redemption charge of $4.6 million was recognized related to ~~and including~~ the redemption date. Holders of Series A preferred stock generally have no voting rights. However, if the Company is in arrears on dividends on the Series A preferred stock for six or more quarterly periods, whether or not consecutive, holdersoriginal issuance costs of the Series A preferred stock, ~~will be entitled to vote at~~which were previously included in additional paid in capital. The Company redeemed the Series A preferred shares using cash received from its ~~next annual meeting~~February 2013 common stock offering. After the redemption date, the Company has no outstanding shares of Series A preferred stock, and ~~each subsequent annual meeting~~all rights of ~~stockholders for~~ the ~~election~~holders of ~~two additional directors to serve on~~such shares were terminated. Because the ~~Company’s board~~redemption of ~~directors until all unpaid dividends and the dividend for the then-current period with respect to~~ the Series A preferred stock ~~have been paid or declared and~~is a ~~sum sufficient for the payment thereof set aside for payment. As~~redemption in full, trading of September 30, 2012, the Company is in compliance with the dividend requirements for the Series A preferred stock. The Series A preferred stock has no maturity date and the Company is not required to redeem the Series A preferred stock ~~at any time.~~on the New York Stock Exchange ceased after the redemption date.

Series D Cumulative Redeemable Preferred Stock

~~In April 2011, the Company sold an aggregate of~~The Company’s 4,600,000 shares ~~including the full exercise of the underwriters’ overallotment option,~~ of 8.0% Series D Cumulative Redeemable Preferred Stock (“Series D preferred stock”) ~~with~~have a liquidation preference of $25.00 per share for gross proceeds of $115.0 million. Underwriting and other costs of the offering totaled $4.1 million. Net proceeds of $110.9 million were contributed to the Operating Partnership in exchange for preferred membership units with economic terms substantially identical to the Series D preferred stock. The proceeds were used to partially fund the Company’s acquisition of the 75.0% majority interest in the entity that owns the Hilton San Diego Bayfront.share. On or after April 6, 2016, the Series D preferred stock will be redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Upon the occurrence of a change of control of the Company, (i) the Company may, at its option, redeem the Series D preferred stock in whole or in part and within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the redemption date, and (ii) holders of Series D preferred stock will have the right (unless, prior to the change of control conversion date, the Company has provided or provides notice of its election to redeem the Series D preferred stock) to convert some or all of their shares of Series D preferred stock into shares of the Company’s common stock. Holders of Series D preferred stock generally have no voting rights. However, if the Company is in arrears on dividends on the Series D preferred stock for six or more quarterly periods, whether or not consecutive, holders of the Series D preferred stock will be entitled to vote at its next annual meeting and each subsequent annual meeting of stockholders for the election of two additional directors to serve on the Company’s board of directors until all unpaid dividends and the dividend for the then-current period with respect to the Series D preferred stock have been paid or declared and a sum sufficient for the payment thereof set aside for payment. The Series D preferred

~~Table of Contents~~

stock has no maturity date and the Company is not required to redeem the Series D preferred stock at any time, unless the Company decides, at its option, to exercise its redemption right or, under circumstances where the holders of Series D preferred stock decide to convert the Series D preferred stock. If the Company does not exercise its right to redeem the Series D preferred stock upon a change of control, holders of the Series D preferred stock have the right to convert some or all of their shares into a number of the Company’s common shares based on a defined formula subject to a cap of 22,571,280 common shares.

Common Stock

In February 2013, the Company issued 25,300,000 shares of its common stock, including the underwriters’ over-allotment of 3,300,000 shares, for net proceeds of approximately $294.9 million. The Company used a portion of these proceeds to redeem all of its Series A preferred stock for an aggregate redemption price of $178.6 million, including $2.3 million in accrued dividends, and will use the remaining proceeds for potential future acquisitions, capital investment in the Company’s portfolio and other general corporate purposes, including working capital.

Table of Contents

In June 2012, the Company issued 5,454,164 shares of its common stock to the seller of the Wyndham Chicago (which the Company rebranded the Hyatt Chicago Magnificent Mile) in connection with the Company’s acquisition of the hotel. The Company incurred offering costs of $0.1 million related to this transaction.

In June 2012, the Company issued 12,143,273 shares of its common stock for net proceeds of approximately $126.2 million. The Company used a portion of these proceeds to fund the purchase of the Hilton Garden Inn Chicago Downtown/Magnificent Mile in July 2012, and will use the remaining proceeds for potential future acquisitions, capital investment in the Company’s portfolio, including the renovation of the Hyatt Chicago Magnificent Mile, and other general corporate purposes, including working capital.

In November 2010, the Company issued 19,500,000 shares of its common stock for net proceeds of approximately $190.6 million. The Company used a portion of these proceeds to fund the purchase of the outside 62.0% interests in its Doubletree Guest Suites Times Square joint venture in January 2011, the purchase of the outside 50.0% equity interest in its BuyEfficient joint venture in January 2011, the purchase of the JW Marriott New Orleans in February 2011, the purchase of a 75.0% majority interest in the entity that owns the Hilton San Diego Bayfront in April 2011, and for growth capital expenditures and other general corporate purposes, including working capital.

~~13.~~11. Long-Term Incentive Plan

Stock Grants

Restricted shares granted pursuant to the Company’s Long-Term Incentive Plan (“LTIP”) generally vest over periods from ~~one~~three to five years from the date of grant. In August 2011, the Company granted both time-based and performance-based shares to Kenneth E. Cruse upon Mr. Cruse’s appointment as the Company’s Chief Executive Officer. The time-based shares, representing 60.0% of the total shares granted, will vest on a pro-rata basis commencing on the third anniversary of the grant date, and will vest in equal amounts on each of the third, fourth and fifth anniversary of the grant date. The remaining 40.0% of the total shares granted to Mr. Cruse are subject to performance- or market-based, cliff vesting on the fifth anniversary of the grant date, depending on the satisfaction of three measures: the Company’s total stockholder return (“TSR”); the Company’s TSR relative to companies in the NAREIT Equity Index; and the ratio of the Company’s total net debt to the Company’s adjusted EBITDA.

Compensation expense related to awards of restricted shares and performance shares are measured at fair value on the date of grant and amortized over the relevant requisite service period or derived service period.

The Company’s compensation expense and forfeitures related to these restricted shares and performance awards for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~ were as follows (in thousands):

	Three Months Ended September 30, 2012		Three Months Ended September 30, 2011			Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011		Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	(unaudited)		(unaudited)			(unaudited)		(unaudited)		(unaudited)			(unaudited)
Compensation expense, including forfeitures	$	1,195	$	1,053		$	3,946	$	3,269
Total compensation expense, including forfeitures										$	1,602		$	1,440
Forfeiture (credit) expense adjustments	$	4	$	(1	)	$	6	$	133	$	(20	)	$	(3	)

The Company’s total compensation expense differs from the vesting of restricted common stock amount presented in the Company’s consolidated statement of equity due to the fact that the Company withholds and uses a portion of its restricted shares granted pursuant to its LTIP for purposes of remitting withholding and payroll taxes in connection with the release of restricted common shares to plan participants (“net-settle”). In addition, the Company capitalizes all restricted shares granted to certain of those employees who work on the design and construction of its hotels. The Company’s total compensation expense in relation to its vesting of restricted common stock presented in the Company’s consolidated statement of equity for the three months ended March 31, 2013 is as follows (in thousands):

	Three Months Ended March 31, 2013
	(unaudited)
Total compensation expense, including forfeitures	$	1,602
Net-settle adjustment	(527		)
Amortization related to shares issued to design and construction employees	93
Vesting of restricted stock presented on statement of equity	$	1,168

Table of Contents

~~14.~~12. Commitments and Contingencies

Management Agreements

Management agreements with the Company’s third-party hotel managers require the Company to pay between 2% and 3.5% of total revenue of the managed hotels to the third-party managers each month as a basic management fee. Total basic management fees incurred by the Company during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~ were included in the Company’s ~~consolidated~~ statements of operations and comprehensive income (loss) as follows (in thousands):

~~Table of Contents~~

	Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011		Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Continuing operations — property general and administrative expense, and corporate overhead expense	$	5,839	$	5,174	$	17,037	$	14,348	$	5,355	$	4,895
Discontinued operations	347		435		1,017		1,268		65		566
	$	6,186	$	5,609	$	18,054	$	15,616	$	5,420	$	5,461

In addition to basic management fees, provided that certain operating thresholds are met, the Company may also be required to pay incentive management fees to certain of its third-party managers. Total incentive management fees incurred by the Company during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~ were included in the Company’s ~~consolidated~~ statements of operations and comprehensive income (loss) as follows (in thousands):

	Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011		Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Continuing operations — property general and administrative expense	$	425	$	752	$	1,985	$	2,143	$	804	$	676
Discontinued operations	202		160		560		399		—		157
	$	627	$	912	$	2,545	$	2,542	$	804	$	833

License and Franchise Agreements

The Company has entered into license and franchise agreements related to certain of its hotel properties. The license and franchise agreements require the Company to, among other things, pay monthly fees that are calculated based on specified percentages of certain revenues. The license and franchise agreements generally contain specific standards for, and restrictions and limitations on, the operation and maintenance of the hotels which are established by the franchisors to maintain uniformity in the system created by each such franchisor. Such standards generally regulate the appearance of the hotel, quality and type of goods and services offered, signage and protection of trademarks. Compliance with such standards may from time to time require the Company to make significant expenditures for capital improvements.

Total license and franchise costs incurred by the Company during the three months ended ~~September 30,~~March 31, 2013 and 2012 and 2011 were $8.9 million and $7.9 million, respectively, of which royalties totaled $3.0 million and $2.4 million, respectively. For the nine months ended September 30, 2012 and 2011, total license and franchise costs incurred by the Company were $24.1 million and $20.7 million, respectively, of which royalties totaled $7.7 million and $6.5 million, respectively. The remaining costs included advertising, reservation and rewards club assessments. Total license and franchise costs incurred by the Company during the three and nine months ended September 30, 2012 and 2011 were included in the Company’s ~~consolidated~~ statements of operations and comprehensive income (loss) as follows (in thousands):

	Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011		Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Continuing operations — franchise costs	$	8,306	$	7,282	$	22,443	$	19,046	$	6,478	$	5,971
Discontinued operations	607		660		1,631		1,630		73		760
	$	8,913	$	7,942	$	24,074	$	20,676	$	6,551	$	6,731

Total license and franchise costs included royalties of $2.2 million and $2.1 million incurred by the Company during the three months ended March 31, 2013 and 2012, respectively. The remaining costs included advertising, reservation and priority club assessments.

Renovation and Construction Commitments

At ~~September 30, 2012,~~March 31, 2013, the Company had various contracts outstanding with third parties in connection with the renovation of certain of its hotel properties aimed at maintaining the appearance and quality of its hotels. The remaining commitments under these contracts at ~~September 30, 2012~~March 31, 2013 totaled ~~$31.8~~$33.2 million.

Table of Contents

Capital Leases

The Hyatt Chicago Magnificent Mile is subject to a building lease which expires in December ~~2097 (see Note 3).~~2097. The Company evaluated the terms of the lease agreement and determined the lease to be a capital lease pursuant to the Leases Topic of the FASB ASC. Upon acquisition of the hotel in June 2012, the Company recorded a capital asset related to its leasehold interest of $58.8 million to buildings and improvements, based upon the estimated fair value of the right to use the leased property for the then remaining term of 85.6 years, and a capital lease obligation of $15.6 million, based upon the fair value of the remaining rent payments.

~~Table of Contents~~

In addition to minimum rent, the capital lease is subject to percentage rent equal to 4.0% of the hotel’s gross room revenues over a certain threshold.

The Company leases certain printers and copiers which leases have been determined to be capital leases pursuant to the Leases Topic of the FASB ASC. All of the leases expire in December 2014.

Assets under capital lease were included in investment in hotel properties, net on the Company’s consolidated balance sheets as follows (in thousands):

	September 30, 2012			December 31, 2011		March 31, 2013			December 31, 2012
	(unaudited)					(unaudited)
Buildings and improvements	$	58,799		$	—	$	58,799		$	58,799
Furniture, fixtures and equipment	104			—		104			104
	58,903			—		58,903			58,903
Accumulated depreciation	(500		)	—		(1,242		)	(871		)
	$	58,403		$	—	$	57,661		$	58,032

Future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of ~~September 30, 2012~~March 31, 2013 are as follows (in thousands):

2012	$	1,437
2013	1,437			$	1,437
2014	1,421			1,440
2015	1,403			1,403
2016	1,402			1,403
2017				1,403
Thereafter	112,570			111,868
Total minimum lease payments (1)	119,670			118,954
Less: Amount representing interest (2)	(104,005		)	(103,304		)
Present value of net minimum lease payments (3)	$	15,665		$	15,650

(1) Minimum lease payments do not include percentage rent which may be paid under the Hyatt Chicago Magnificent Mile building lease on the basis of 4.0% of the hotel’s gross room revenues over a certain threshold. No percentage rent was due for ~~either~~ the three ~~or nine~~ months ended ~~September 30, 2012.~~March 31, 2013.

(2) Interest includes the amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at lease inception.

(3) The present value of net minimum lease payments are ~~reflected in~~presented on the Company’s consolidated balance ~~sheet~~sheets as current obligations of $35,000 and as long term obligations of $15.6 million as of ~~September 30, 2012 as a~~both March 31, 2013 and December 31, 2012. The current ~~obligation of $35,000, which is~~obligations are included in accounts payable and accrued expenses, and ~~as a~~the long-term ~~obligation of $15.6 million, which is~~obligations are included in capital lease obligations, less current portion.

Table of Contents

Ground, Building and ~~Operating~~Air Leases

Total rent expense incurred pursuant to ground, building and air lease agreements for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~ was included in the Company’s consolidated statements of operations and comprehensive income (loss) as follows (in thousands):

Three Months Ended
September 30, 2012

Three Months Ended
September 30, 2011

Nine Months Ended
September 30, 2012

Nine Months Ended
September 30, 2011

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Continuing operations — property tax, ground lease and insurance

$
4,354

$
4,177

$
12,814

$
10,719

Discontinued operations

—

9

14

44

$
4,354

$
4,186

$
12,828

$
10,763

~~Table of Contents~~

	Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
	(unaudited)		(unaudited)
Continuing operations — property tax, ground lease and insurance	$	4,231	$	4,164
Discontinued operations	—		7
	$	4,231	$	4,171

Rent expense incurred pursuant to ~~the lease~~leases on the corporate facility totaled $0.1 million for both the three months ended ~~September 30,~~March 31, 2013 and 2012, ~~and 2011, and $0.3 million and $0.2 million for the nine months ended September 30, 2012 and 2011, respectively,~~ and was included in corporate overhead expense.

Concentration of Risk

The concentration of the Company’s hotels in California, New York and ~~Chicago~~Illinois exposes the Company’s business to economic conditions, competition and real and personal property tax rates unique to ~~California, New York and Chicago.~~these states. As of ~~September 30, 2012,~~March 31, 2013, the Company’s 3026 hotels were concentrated in California, New York and ~~Chicago~~Illinois as follows:

	California		New York		Chicago		California		New York		Illinois
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Number of hotels	8		3		3		8		3		3
Percentage of total rooms	28	%	10	%	9	%	31	%	11	%	10	%
Percentage of total revenue for the three months ended September 30, 2012	31	%	16	%	10	%
Percentage of total revenue for the nine months ended September 30, 2012	31	%	15	%	8	%
Percentage of total revenue for the three months ended March 31, 2013							32	%	12	%	5	%

Other

The Company has provided customary unsecured environmental indemnities to certain lenders. The Company has performed due diligence on the potential environmental risks, including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate the Company to reimburse the indemnified parties for damages related to certain environmental matters. There is no term or damage limitation on these indemnities; however, if an environmental matter arises, the Company could have recourse against other previous owners or a claim against its environmental insurance policies.

At ~~September 30, 2012,~~March 31, 2013, the Company had ~~$3.8~~$3.7 million of outstanding irrevocable letters of credit to guaranty the Company’s financial obligations related to the building lease for the Hyatt Chicago Magnificent Mile and to workers’ compensation insurance programs from prior policy years. The beneficiaries of these letters of credit may draw upon these letters of credit in the event of a contractual default by the Company relating to each respective obligation. No draws have been made through ~~September 30, 2012.~~March 31, 2013.

~~During~~13. Subsequent Events

On May 1, 2013, the Company acquired the fee simple interest in the 250-room Hilton New Orleans St. Charles Avenue for a gross purchase price of $59.4 million, excluding prorations and closing costs, using a portion of the proceeds held by the accommodator as of March 31, 2013. The Company is currently evaluating the accounting for this acquisition.

On May 6, 2013, the Company announced that it has signed a purchase and sale agreement to acquire the fee simple interest in the 1,053-room Boston Park Plaza for a gross purchase price of $250.0 million. The acquisition will be funded with a combination of cash on hand and the remainder of the cash proceeds held by the accommodator, plus the assumption of a non-recourse loan secured by the hotel with a fixed rate of 4.402% and a maturity date in February 2018. The Company expects the mortgage to have a balance of approximately $119.5 million as of the acquisition date. The Company expects to close on the purchase of the hotel during the third quarter of ~~2011,~~2013.

On May 6, 2013, the Company ~~accrued $1.6 million in settlement costs related~~announced its intention to ~~litigation involving three separate claims by certain employees at four~~redeem all 4,102,564 shares of its ~~hotels: Marriott Del Mar; Marriott Quincy; Renaissance Los Angeles Airport;~~Series C preferred stock. The redemption date will be May 31, 2013. The Series C preferred stock will be redeemed at a redemption price of $24.375 per share, plus accrued and ~~Renaissance Long Beach. The Company agreed~~unpaid dividends to ~~fund these costs in exchange for certain concessions by Marriott,~~and including the ~~termination~~redemption date, using available cash. After the redemption date, the Company will have no outstanding shares of ~~their management contract for the Renaissance Westchester, which is now managed by Highgate Hotels. The Company had previously estimated that the ultimate liability for one~~Series C preferred stock, and all rights of the ~~lawsuits would range from between zero and $0.1 million, and, accordingly, the Company recorded a liability~~holders of ~~$0.1 million in November 2010 in accordance with the Contingencies Topic of the FASB Accounting Standards Codification, which requires a liability~~such shares will be recorded based on the Company’s estimate of the probable cost of the resolution of a contingency. The Company and certain other defendants reached court-approved settlements regarding two of the lawsuits comprising $1.0 million of the total $1.7 million accrual, resulting in a $0.1 million reversal of a portion of the liability for one of the claims during the first quarter of 2012. The Company is still in negotiations regarding the third claim, however the Company expects to incur a maximum of $0.7 million in related settlement or judgment costs and expenses.

During the second quarter of 2012, the Company accrued $0.3 million in legal settlement costs based on a settlement reached in July 2012 involving a claim by certain employees at the Fairmont Newport Beach.terminated.

2319

Table of Contents

Cautionary Statement

This report contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” or the negative of such terms and other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those expressed or implied by these forward-looking statements. In evaluating these statements, you should specifically consider the risks outlined in detail in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February ~~28, 2012,~~25, 2013, under the caption “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, including but not limited to the following factors:

· general economic and business conditions affecting the lodging and travel industry, internationally, nationally and locally, including a ~~prolonged~~ U.S. recession or global economic slowdown;

· our need to operate as a REIT and comply with other applicable laws and regulations;

· rising ~~hotel~~ operating ~~expenses;~~expenses, including the impact of the Patient Protection and Affordable Care Act;

· relationships with and requirements of franchisors and hotel brands;

· relationships with and the performance of the managers of our hotels;

· the ground, ~~air~~building or ~~building~~air leases for ~~ten~~10 of the 3026 hotels held for investment as of ~~September 30, 2012;~~March 31, 2013;

· our ability to complete acquisitions and dispositions;

· competition for the acquisition of hotels;

· performance of hotels after they are acquired;

· competition from hotels not owned by us;

· the need for renovations of and other capital expenditures for our hotels;

· the impact of renovations on hotel operations and delays in renovations or other developments;

· changes in our business strategy or acquisition or disposition plans;

· our level of debt, including secured, unsecured, fixed and variable rate debt;

· financial and other covenants in our debt and preferred stock;

· impairments to our hotels and goodwill;

· potential adverse consequences related to our 2009 secured debt restructuring program, including potential increases to our marginal borrowing rate and increased difficulty of raising equity or debt capital or increases in the costs of such capital;

·volatility in the capital markets and the effect on lodging demand or our ability to obtain capital on favorable terms or at all; and

· other events beyond our control.

These factors may cause our actual events to differ materially from the expectations expressed or implied by any forward-looking statement. We do not undertake to update any forward-looking statement.

2420

Table of Contents

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

Overview

Sunstone Hotel Investors, Inc. (the “Company,” “we” or “us”) is a Maryland corporation. We operate as a self-managed and self-administered real estate investment trust (“REIT”). A REIT is a legal entity that directly or indirectly owns real estate assets. REITs generally are not subject to federal income taxes at the corporate level as long as they pay stockholder dividends equivalent to 100% of their taxable income. REITs are required to distribute to stockholders at least 90% of their taxable income. We own, directly or indirectly, 100% of the interests of Sunstone Hotel Partnership, LLC (the “Operating Partnership”), which is the entity that directly or indirectly owns our hotel properties. We also own 100% of the interests of our taxable REIT subsidiary, Sunstone Hotel TRS Lessee, Inc., which leases all of our hotels from the Operating Partnership, and engages independent third-parties to manage our hotels. In addition, ~~prior to January 21, 2011,~~ we ~~owned 50.0%~~own 100% of BuyEfficient, LLC (“BuyEfficient”), an electronic purchasing platform that allows members to procure food, operating supplies, furniture, fixtures and equipment. In January 2011, we purchased the outside 50.0% equity interest in BuyEfficient, and as a result, we are now the sole owner of BuyEfficient. We also own 100% of a commercial laundry facility located in Rochester, Minnesota.

We own primarily upper upscale hotels in the United States. As of ~~September 30, 2012,~~March 31, 2013, we had interests in 3026 hotels, ~~(the “30 hotels”).~~which are currently held for investment. Of the 3026 hotels, we classify 2724 as upscale or upper upscale and two as luxury ~~and one as upper midscale~~ as defined by Smith Travel Research, Inc. ~~The majority~~All of our 26 hotels are operated under nationally recognized brands such as Marriott, Hilton, Hyatt, Fairmont and Sheraton, which are among the most respected and widely recognized brands in the lodging industry. We believe the largest and most stable segment of travelers prefer the consistent service and quality associated with nationally recognized brands.

We seek to own hotels in urban locations that benefit from significant barriers to entry by competitors. ~~Most~~All of our 26 hotels are considered business, convention, or airport hotels, as opposed to resort ~~leisure~~ or ~~extended-stay~~leisure hotels. The hotels comprising our 3026 hotel portfolio average ~~428~~447 rooms in size.

Our mission is to create meaningful value for our stockholders by becoming the premier hotel owner. Our values include transparency, trust, ethical conduct, communication and discipline. Our goal during what we believe is the middle phase of the cyclical lodging cycle is to improve the quality and scale of our portfolio while gradually deleveraging our balance sheet. As demand for lodging generally fluctuates with the overall economy (we refer to these changes in demand as the lodging cycle), we seek to employ a balanced, cycle-appropriate corporate strategy that encompasses proactive portfolio management, intensive asset management, disciplined external growth and measured balance sheet improvement as detailed below:

· Proactive Portfolio ~~Management.~~Management. The leaders of each of our core disciplines function as a portfolio management team. The portfolio management team’s purpose is to strategically maximize the long-term value of our assets by enhancing our portfolio quality and scale, optimizing our exposure to key markets, and improving the effectiveness and efficiency of our decision making. Accordingly, the team is responsible for developing a portfolio-wide strategy related to brand and operator relationships, asset quality and scale, target markets, capital investments and portfolio capitalizations. Our portfolio strategy may also include the disposition of certain hotels. ~~The portfolio management team is also responsible for developing new decision support tools.~~

· Intensive Asset ~~Management.~~Management. Through all phases of the lodging cycle, our strategy emphasizes internal growth and value enhancements through proactive asset management, which entails working closely with our third-party hotel operators to develop and implement long-term strategic plans for each hotel designed to enhance revenues, minimize operational expenses and asset risk, maximize the appeal of our hotels to travelers and maximize our return on invested capital. We also focus on improving the appeal and growth potential of our existing hotels through internally-managed hotel renovations.

· Disciplined External ~~Growth.~~Growth. By gradually increasing the scale and quality of our portfolio, we may provide our stockholders with greater exposure to key growth markets, improved liquidity and broader access to value-adding transactions. Accordingly, our strategy emphasizes disciplined external growth during the recovery phase of the lodging cycle. Our external growth plan is oriented around investing in institutional-quality hotels that generate returns in excess of our cost of capital, that are additive to the quality of our portfolio, that have attractive growth potential and that may benefit from our asset management competencies. We endeavor to structure our acquisitions in ways that will not only increase the value of our shares of common stock, but will also ~~will~~ advance our other corporate objectives, such as improving our financial flexibility and reducing our leverage. During periods of cyclical decline, our strategy may emphasize opportunistically investing in distressed assets and the repurchase of our equity or debt securities. In addition to hotel acquisitions, we may seek to grow our portfolio by making investments in defaulted and/or distressed debt positions in loan-to-own hotel transactions, utilizing our REIT structure to effect strategic combinations with select property owners, effecting portfolio purchases from institutional and other owners seeking portfolio liquidity, and by providing capital solutions to illiquid owners facing debt maturities or capital requirements.

2521

Table of Contents

· Measured Balance Sheet ~~Improvement.~~Improvement A. We believe that a low overall cost of capital and significant financial flexibility are very important to the successful execution of our strategy. Our balance sheet strategy is oriented toward maximizing financial flexibility especially during cyclical declines. Accordingly, our financial objectives include the measured improvement of our credit ratios, maintenance of appropriate levels of liquidity, and a gradual reduction in our financial leverage throughout the cyclical recovery phase. Our financial objectives are integral to our overall corporate strategy and, accordingly, we have developed our financial objectives in conjunction with our portfolio management and growth objectives. The lodging industry is economically sensitive. Therefore, our financial objectives are aimed at reducing the potentially negative impact of combining high operating leverage with high financial leverage, while preserving access to multiple capital sources and minimizing our weighted-average cost of capital. We seek to capitalize our acquisitions in a way that will advance our financial objectives. For example, as the measured reduction of our financial leverage is currently a key objective, we expect to fund our acquisitions with a greater proportion of equity capital than debt capital. During the mature phase of the lodging cycle, our financial objectives may include increasing our liquidity position as a means to enhance financial flexibility in the event of a subsequent period of cyclical decline. Our liquidity improvement objective may be accomplished through selective hotel dispositions, capital raises or by retaining excess cash generated by our operations.

During the past ~~two~~three years and continuing into ~~2012,~~2013, demand for lodging in the U.S. has increased, which has resulted in improved hotel revenues and profits. In light of increasing demand for lodging and generally muted supply of new hotel development, we believe we are currently in the ~~recovery~~middle phase of ~~the~~a cyclical lodging ~~cycle.~~recovery. Hotels acquired during the ~~early~~earlier stages of past cyclical recoveries have benefited from multi-year increases in profitability, which in many cases created long-term value in excess of investment hurdles. Accordingly, during ~~2011 and year-to-date in 2012~~the past three years, we ~~have made several selective acquisitions including: the purchase of the outside 62.0% equity~~selectively acquired interests in ~~our~~six hotels: the Doubletree Guest Suites Times Square ~~joint venture~~ in January 2011; the JW Marriott New Orleans in February 2011; the Hilton San Diego Bayfront in April 2011; the Hyatt Chicago Magnificent Mile in June 2012; the Hilton Garden Inn Chicago Downtown/Magnificent Mile in July 2012; and the Hilton New Orleans St. Charles Avenue in May 2013. We are currently under contract to purchase a seventh hotel, the Boston Park Plaza, which is expected to close in or before July 2013. Based on our purchase prices, the combined asset value of these seven hotels totals $1.4 billion, or $321,000 per key. In addition, we purchased the outside 50.0% equity interest in our BuyEfficient joint venture in January 2011; the purchase of the JW Marriott New Orleans in February 2011; the purchase of a 75.0% majority interest in a joint venture that owns the Hilton San Diego Bayfront in April 2011; the purchase of the Wyndham Chicago in June 2012 (which we immediately rebranded the Hyatt Chicago Magnificent Mile); and the purchase of the Hilton Garden Inn Chicago Downtown/Magnificent Mile in July 2012.2011. Our acquisition program is aimed at generating attractive risk-adjusted returns on our investment dollars, and therefore we may target lodging assets outside of the typical branded, urban, upper upscale profile represented by our existing portfolio in order to capitalize on opportunities which may arise. We intend to select the brands and operators for our hotels that we believe will lead to the highest returns.

On June 4, 2012, we purchased the leasehold interest in the 417-room Wyndham Chicago located in Chicago, Illinois for a contractual purchase price of $88.425 million. The acquisition was funded with $29.7 million of cash on hand (including $0.3 million of proration credits) and the issuance of 5,454,164 shares of our common stock, the “Wyndham stock consideration.” The Wyndham stock consideration was determined by dividing $58.425 million by the product of (1) the closing price of $10.71 on the NYSE of our common stock on May 2, 2012 and (2) 1.03. In connection with this acquisition, we entered into a registration rights agreement requiring us to register the Wyndham stock consideration. We prepared the registration statement on Form S-3, which we filed with the SEC as required on June 4, 2012. Based on the $9.38 closing price of the Company’s common stock on the NYSE on June 4, 2012, the total purchase price of the Wyndham Chicago hotel for accounting purposes was $81.16 million, excluding proration adjustments and closing costs. Upon closing, we terminated the existing management agreement and entered into a new management agreement with Davidson Hotels & Resorts. We rebranded the hotel the Hyatt Chicago Magnificent Mile and have commenced planning for a $25.0 million renovation program (a portion of which will be funded by Hyatt Corporation).

On July 19, 2012, we purchased the 357-room Hilton Garden Inn Chicago Downtown/Magnificent Mile located in Chicago, Illinois for a net purchase price of $90.3 million. The acquisition was funded with a portion of the $126.2 million net proceeds we received from the issuance of 12,143,273 shares of our common stock on June 25, 2012.

The scope of our acquisitions program may include large hotel portfolios or hotel loans. Future acquisitions may be funded by our issuance of additional debt or equity securities, including our common and preferred OP units, or by draws on our $150.0 million senior corporate credit ~~facility, which we entered into in November 2010 and amended in September 2012.~~facility. However, in light of our current financial objectives, we expect to fund ~~any near-term~~the majority of our near term acquisitions with a greater proportion of equity capital than debt capital.

We have from time to time divested of assets that no longer fit our target profile, will not offer long-term returns in excess of our cost of capital, or that have a high risk profile relative to their anticipated ~~returns.~~return expectations. In connection with this strategy, during the ~~nine months ended September 30, 2012,~~past three years we sold ~~four~~10 hotels: the Royal Palm Miami Beach in April 2011; the Valley River Inn located in Eugene, Oregon in October 2011; the Marriott Del Mar in August 2012; the Doubletree Guest Suites Minneapolis, the Hilton Del Mar, and the Marriott Troy in September 2012; and the Kahler Grand, the Kahler Inn & Suites, the Marriott Rochester and the Residence Inn by Marriott Rochester (the “Rochester Hotels”) in January 2013. Based on our sale prices, the combined asset value of these 10 hotels ~~and~~totals $547.2 million, or $306,000 per key. In addition, during the past three years, we sold the following non-hotel assets: a commercial laundry facility located in Salt Lake City, Utah in July 2011; an office building adjacent to one of the sold hotels: the Marriott Del Mar, located in San Diego, California; the Doubletree Guest Suites Minneapolis, located in Minneapolis, Minnesota; the Hilton Del Mar, located in San Diego, California; the Marriott Troy in September 2012; and a commercial laundry facility located in ~~Troy, Michigan;~~Rochester, Minnesota in February 2013.

In January 2013, we sold the Rochester Hotels and a commercial laundry facility (together with the Rochester Hotels, the “Rochester Portfolio”) in Rochester, Minnesota, to an ~~office building next~~unaffiliated third party, for net proceeds of $195.6 million, of which $6.0 million was used to pay refundable deposits towards two potential hotel acquisitions and $139.4 million is currently held by an accommodator in order to facilitate a potential tax-deferred exchange. The Rochester Hotels include the 660-room Kahler Grand, the 271-room Kahler Inn & Suites, the 202-room Marriott Rochester and the 89-room Residence Inn by Marriott Rochester. We recognized a net gain on the sale of $51.6 million. We retained a $25.0 million preferred equity investment (the “Preferred Equity Investment”) in the Rochester Hotels that yields an 11% dividend, resulting in a deferred gain on the sale of $25.0 million. The $25.0 million gain will be deferred until the Preferred Equity Investment is repaid. We also provided a $3.7 million working cash advance to the ~~Marriott Troy.~~buyer, resulting in a deferred gain on the sale of $3.7 million. The $3.7 million gain will be deferred until we are repaid from the Rochester Portfolio’s available cash flow. In addition, we retained a $14.0 million liability related to the Rochester Portfolio’s pension plan, which could be triggered in certain circumstances, including termination of the pension plan. The recognition of the $14.0 million pension plan liability reduced our gain on the sale of the Rochester Portfolio. The $14.0 million gain will be recognized, if at all, when and to the extent we are released from any potential liability related to the Rochester Portfolio’s pension plan. Concurrent with the Rochester Portfolio sale, we extinguished the outstanding $26.7 million mortgage secured by the Kahler Grand for a total cost of $29.8 million, prepaid the $0.4 million loan secured by the commercial laundry facility, and recorded a loss on extinguishment of debt of $3.1 million which is included in discontinued operations.

2622

Table of Contents

In ~~August 2012,~~January 2013, we ~~completed the sale of the Marriott Del Mar for a gross sales price of $66.0~~validly tendered, accepted and repurchased $42.0 million and recognized a gain on the sale of $25.5 million. The buyer of the hotel assumed the $47.1 million mortgage secured by the hotel, resulting in our receipt of net proceeds totaling $17.7 million after proration adjustments and closing costs. In addition, we wrote off $48,000 in deferred financing fees in conjunction with the buyer’s assumption of the debt secured by the Marriott Del Mar.

In September 2012, we completed the portfolio sale of the Doubletree Guest Suites Minneapolis, the Hilton Del Mar, the Marriott Troy and an office building next to the Marriott Troy (the “Portfolio Sale”) for a gross sales price of $105.0 million, and recognized a $12.7 million gain on the sale. The buyer of the portfolio assumed three separate mortgages secured by the hotels totaling $75.6 million: Doubletree Guest Suites Minneapolis $16.9 million; Hilton Del Mar $24.4 million; and Marriott Troy $34.3 million. In addition, the buyer of the portfolio assumed a $2.2 million liability for deferred management fees payable to the Marriott Troy’s third-party manager. We received net proceeds on the portfolio sale of $28.6 million after proration adjustments, closing costs and the debt and deferred management fee assumptions. In addition, we wrote off $137,000 in deferred financing fees in conjunction with the buyer’s assumption of the debt secured by the three hotels.

The mortgages secured by the Marriott Del Mar, Hilton Del Mar and Marriott Troy contain “cash trap” provisions that were triggered in prior years due to the decline in the performance of these hotels. Once triggered, substantially all of the excess cash flow from operations generated by the three hotels was deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of the lenders. Cash was distributed to us only after certain items were paid, including deposits into leasing and maintenance reserve accounts and the payment of debt service, insurance, taxes, operating expenses, and extraordinary capital expenditures and leasing expenses. As of September 30, 2012, a total of $8.1 million of our cash was held by the lenders of these three hotels. The cash will be returned to us once the lenders release the cash to the buyers, which is expected to occur within the near term.

~~In February 2012, we repurchased $4.5 million in aggregate principal amount~~ of our Operating Partnership’s 4.60% exchangeable senior notes (the “Senior Notes”) ~~for $4.57 million, including $13,000 in interest, using our existing cash. After~~pursuant to a tender offer, and redeemed the ~~repurchase, such Senior Notes were cancelled. We wrote off $47,000 in deferred financing fees and $0.1~~remaining $16.0 million of the Senior ~~Notes discount, and~~Notes. We funded the total $58.0 million in Senior Note redemptions with available cash, leaving no future amounts outstanding related to the Senior Notes. We recognized a loss of ~~$0.2 million~~$44,000 on this early extinguishment of debt.

In ~~April 2012,~~February 2013, we issued 25,300,000 shares of our common stock, including the underwriters’ over-allotment of 3,300,000 shares, for net proceeds of $294.9 million. We used a portion of these proceeds to redeem all of our ~~existing cash to repay~~8.0% Series A Cumulative Redeemable Preferred Stock (“Series A preferred stock”), and will use the remaining ~~balance on~~proceeds for potential future acquisitions, capital investment in the ~~$32.2 million non-recourse mortgage secured by the Renaissance Long Beach, which was originally scheduled to mature in July 2012.~~Company’s portfolio and other general corporate purposes, including working capital.

In ~~September 2012,~~March 2013, we ~~amended~~used a portion of the proceeds we received from our February 2013 common stock offering to redeem all 7,050,000 shares of our Series A preferred stock for an aggregate redemption price of $178.6 million, including $2.3 million in accrued dividends. An additional redemption charge of $4.6 million was recognized related to the original issuance costs of the Series A preferred stock, which were previously included in additional paid in capital. After the redemption date, we have no outstanding shares of Series A preferred stock, and ~~restated our $150.0 million senior unsecured revolving credit facility, which was scheduled to mature~~all rights of the holders of such shares were terminated. Because the redemption of the Series A preferred stock is a redemption in ~~November 2013. The pricing~~full, trading of the Series A preferred stock on the ~~amended revolving credit facility was significantly reduced and~~New York Stock Exchange ceased after the 1% LIBOR floor was eliminated. The maturity of the credit facility was extended to November 2015 with an option to extend to November 2016. The amended credit facility’s interest rate is based on a pricing grid with a range of 175 to 350 basis points, which represents a reduction from the previous grid that ranged from 325 to 425 basis points over LIBOR depending on our leverage ratio. The credit facility also includes an accordion option that allows us to request additional lender commitments up to a total of $350.0 million. We paid $1.3 million in deferred financing fees in conjunction with this amendment, which will be amortized over the term of the amended credit facility. The credit facility currently has no outstanding borrowings; however, as of September 30, 2012, we have $3.8 million in outstanding irrevocable letters of credit backed by the credit facility.redemption date.

As of ~~September 30, 2012,~~March 31, 2013, the weighted average term to maturity of our debt is approximately ~~5.3~~four years, and ~~70.2%~~68.2% of our debt is fixed rate with a weighted average interest rate of ~~5.5%~~5.6%. The weighted average interest rate on all of our debt, ~~is 5.0% (including the effect of~~which includes our ~~interest rate derivative agreements~~variable-rate debt obligations based on ~~the~~ variable rates at ~~September 30, 2012). Of our total debt as of September 30, 2012, approximately $219.7 million matures over the next four years (none in 2012, $58.0 million in~~March 31, 2013 ~~assuming we redeem our Senior Notes remaining balance of $58.0 million at the first put date in 2013, none in 2014 and $161.7 million in 2015)~~is 4.9%. The $219.7 million does not include $4.7 million of scheduled loan amortization payments due over the remainder of 2012, $20.6 million due in 2013, $23.1 million due in 2014, or $21.7 million due in 2015.

Operating Activities

Operating Performance Indicators. The following performance indicators are commonly used in the hotel industry:

· Occupancy;

· Average daily room rate, or ADR;

· Revenue per available room, or RevPAR, which is the product of occupancy and ADR, and does not include food and beverage revenue, or other operating revenue;

~~Table of Contents~~

· Comparable RevPAR, which we define as the RevPAR generated by hotels we owned as of the end of the reporting period, but excluding those hotels that we classified as held for sale. For hotels that were not owned for the entirety of the comparison periods, comparable RevPAR is calculated using RevPAR generated during periods of prior ownership. We refer to this subset of our hotels used to calculate comparable RevPAR as our “Comparable Portfolio.” Currently our Comparable Portfolio includes all 3026 hotels in which we have interests as of ~~September 30, 2012.~~March 31, 2013. In addition, our Comparable Portfolio includes prior ownership results for the ~~Doubletree Guest Suites Times Square, the JW Marriott New Orleans, the Hilton San Diego Bayfront, the~~ Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile;

· RevPAR index, which is the quotient of a hotel’s RevPAR divided by the average RevPAR of its competitors, multiplied by 100. A RevPAR index in excess of 100 indicates a hotel is achieving higher RevPAR than its competitors. In addition to absolute RevPAR index, we monitor changes in RevPAR index;

· Operating flow through, which is the quotient of operating income divided by revenues;

· EBITDA, which is net income (loss) excluding: non-controlling interests; interest expense; provision for income taxes, including income taxes applicable to sale of assets; and depreciation and amortization;

· Adjusted EBITDA, which includes EBITDA but excludes: amortization of deferred stock compensation; the impact of any gain or loss from asset sales; impairment charges; prior year property tax and other ~~adjustments,~~adjustments; and any other identified adjustments;

· Funds from operations, or FFO, which includes net income (loss), excluding non-controlling interests, gains and losses from sales of property, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs) and ~~real-estate related~~real estate-related impairment losses, and after adjustment for unconsolidated partnerships and joint ventures; and

· Adjusted FFO, which includes FFO but excludes penalties, written-off deferred financing costs, non-real estate-related impairment losses, income tax provisions, and any other identified adjustments.

Table of Contents

Revenues. Substantially all of our revenues are derived from the operation of our hotels. Specifically, our revenues consist of the following:

· Room revenue, which is the product of the number of rooms sold and the ADR;

· Food and beverage revenue, which is comprised of revenue realized in the hotel food and beverage outlets as well as banquet and catering events; and

· Other operating revenue, which includes ancillary hotel revenue and other items primarily driven by occupancy such as telephone, transportation, parking, spa, entertainment and other guest services. Additionally, this category includes, among other things, operating revenue from ~~our commercial laundry facility located in Rochester, Minnesota,~~ BuyEfficient ~~(subsequent to our purchase of the outside 50.0% equity interest in January 2011),~~ and hotel space leased by third parties.

Expenses. Our expenses consist of the following:

· Room expense, which is primarily driven by occupancy and, therefore, has a significant correlation with room revenue;

· Food and beverage expense, which is primarily driven by food and beverage sales and banquet and catering bookings and, therefore, has a significant correlation with food and beverage revenue;

· Other operating expense, which includes the corresponding expense of other operating revenue, advertising and promotion, repairs and maintenance, utilities, and franchise costs;

· Property tax, ground lease and insurance expense, which includes the expenses associated with property tax, ground lease and insurance payments, each of which is primarily a fixed expense, but property tax is subject to regular revaluations based on the specific tax regulations and practices of each municipality;

~~Table of Contents~~

· Property general and administrative expense, which includes our property-level general and administrative expenses, such as payroll and related costs, contract and professional fees, credit and collection expenses, employee recruitment, relocation and training expenses, ~~training~~travel expenses, and management ~~fees;~~fees. Additionally, this category includes general and administrative expenses from BuyEfficient;

· Corporate overhead expense, which includes our corporate-level expenses, such as payroll and related costs, amortization of deferred stock compensation, acquisition and due diligence costs, ~~legal expenses,~~ contract and professional fees, entity-level state franchise and minimum tax payments, travel expenses and office rent; and

· Depreciation and amortization expense, which includes depreciation on our hotel ~~and commercial laundry~~ buildings, improvements, furniture, fixtures and equipment, along with amortization on our franchise fees and certain ~~intangibles;~~intangibles. Additionally, this category includes depreciation and

·~~Impairment loss expense~~~~, which includes the charges we have recognized~~ amortization related to ~~reduce the carrying value of assets on~~both our ~~balance sheets to their fair value.~~corporate office and BuyEfficient’s furniture, fixtures and equipment and intangibles.

Other Revenue and Expense. Other revenue and expense consists of the following:

· ~~Equity in earnings of unconsolidated joint ventures~~, which includes our portion of earnings from our two joint ventures, BuyEfficient and Doubletree Guest Suites Times Square, prior to our acquisitions of the outside interests in both joint ventures in January 2011. Subsequent to these acquisitions, both entities are now presented on a consolidated basis;

·Interest and other income, which includes interest we have earned on our restricted and unrestricted cash accounts and the Preferred Equity Investment, as well as any gains or losses we have recognized on sales of assets other than hotels;

· Interest expense, which includes interest expense incurred on our outstanding fixed and variable-rate debt, capital lease obligation, accretion of the Senior Notes, amortization of deferred financing fees, any write-offs of deferred financing fees, gains or losses on derivatives and any loan penalties and fees incurred on our debt;

· Loss on extinguishment of debt, which includes the loss we recognized on the repurchase and cancellation of the Senior Notes;

· ~~Gain on remeasurement of equity interests,~~Income tax provision, which includes federal and state income taxes charged to the ~~gain we recognized~~Company and any adjustments to ~~mark up the equity interests in our BuyEfficient~~unrecognized tax positions, along with any related interest and ~~Doubletree Guest Suites Times Square joint ventures to fair market value upon our purchases~~penalties incurred;

Table of the outside equity interests in these joint ventures, as well as our gain to mark up the mezzanine loan to its fair value in connection with the acquisition of the outside equity interest in the Doubletree Guest Suites Times Square joint venture;Contents

· ~~(Income) loss~~Income from consolidated joint venture attributable to n~~on-controlling~~non-controlling interest, which includes net income ~~or loss~~ attributable to the outside 25.0% interest in the joint venture that owns the Hilton San Diego Bayfront;

· Distributions to non-controlling interest, which includes preferred dividends earned by investors from an entity that owns the Doubletree Guest Suites Times Square, including related administrative fees;

· Preferred stock dividends and redemption charge, which includes dividends earned on our ~~8.0% Series A Cumulative Redeemable Preferred Stock (“~~Series A preferred ~~stock”),~~stock, Series C Cumulative Convertible Redeemable Preferred Stock (“Series C preferred stock”) and 8.0% Series D Cumulative Redeemable Preferred Stock (“Series D preferred stock”);, as well as redemption charges for preferred stock redemptions made in excess of net carrying values; and

· Undistributed income allocated to unvested restricted stock compensation,, which includes undistributed income allocated to unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) pursuant to the two-class method.

Factors Affecting Our Operating Results. The primary factors affecting our operating results include overall demand for hotel rooms, the pace of new hotel development, or supply, and the relative performance of our operators in increasing revenue and controlling hotel operating expenses.

· Demand. The demand for lodging generally fluctuates with the overall economy. InSince 2010, following a two year cyclical trough, we ~~began~~continue to see signs of improving demand ~~trends, and~~trends. In 2012, Comparable Portfolio RevPAR increased ~~5.3%~~5.6% as compared to ~~2009,~~2011, with a ~~180~~280 basis point increase in portfolio occupancy. These improving demand trends continued in ~~2011 and in~~ the first ~~nine months~~quarter of ~~2012. As a result, our~~2013, and Comparable Portfolio RevPAR increased ~~7.2%~~2.1% in ~~2011 as~~

~~Table of Contents~~

~~compared to 2010, 5.1% in the third quarter of 2012~~2013 as compared to the ~~third~~same period in 2012, even as occupancy declined 140 basis points due to the fact that several of our hotels were under major room renovations during the first quarter of 2011, and 6.2% in the first nine months of 2012 as compared to the first nine months of 2011. Portfolio occupancy increased 260 basis points in 2011 as compared to 2010, 230 basis points in the third quarter of 2012 as compared to the third quarter of 2011, and 330 basis points in the first nine months of 2012 as compared to the first nine months of 2011.2013. Consistent with prior trends, we anticipate that lodging demand will continue to improve as the U.S. economy continues to strengthen. Historically, cyclical troughs are followed by extended periods of relatively strong demand, resulting in a cyclical lodging growth phase. While growth is not expected to be uniform, we do expect hotel demand to remain strong over the next several quarters ~~as economic growth~~if the U.S. economy continues to grow and employment ~~are expected to increase.~~levels improve.

· Supply. The addition of new competitive hotels affects the ability of existing hotels to drive RevPAR and profits. The development of new hotels is largely driven by construction costs and expected performance of existing hotels. The recession and credit crisis which occurred in 2008 and 2009, served to restrict credit and tighten lending standards, which resulted in a curtailment of funding for new hotel construction projects. Moreover, with same-property hotel profitability still below peak levels and hotel trading values generally well below replacement cost, new supply in many markets is difficult to justify economically. Accordingly, we believe hotel development will be constrained until such time as the construction financing markets recover, and operating trends and trading values of existing hotels improve to levels where developer return targets can be achieved. Given the one-to-three-year timeline needed to construct a typical hotel that would compete with our hotels, we expect a window of ~~at least two to four~~several years during which aggregate U.S. hotel supply, as indicated by the number of new hotel ~~room~~ openings, will be below historical levels. On a market-by-market basis, some markets may experience new hotel room openings at or greater than historic levels, including in New York City where there is currently a higher-than-average supply of new hotel room openings. In addition, lenders are seeking higher yielding instruments, which may lead to riskier lending practices, including lending on new hotel construction.

· Revenues and expenses. We believe that marginal improvements in RevPAR index, even in the face of declining revenues, are a good indicator of the relative quality and appeal of our hotels, and our operators’ effectiveness in maximizing revenues. Similarly, we also evaluate our operators’ effectiveness in minimizing incremental operating expenses in the context of increasing revenues or, conversely, in reducing operating expenses in the context of declining revenues.

With respect to improving RevPAR index, we continue to work with our hotel operators to optimize revenue management initiatives while taking into consideration market demand trends and the pricing strategies of competitor hotels in our markets. We also develop capital investment programs designed to ensure each of our hotels is well renovated and positioned to appeal to groups and individual travelers fitting target guest profiles. Increased capital investment in our properties may lead to short-term revenue disruption and negatively impact RevPAR index. Our revenue management initiatives are generally oriented towards maximizing ADR even if the result may be lower occupancy than may be achieved through lower ADR. Increases in RevPAR attributable to increases in ADR may be accompanied by minimal additional expenses, while increases in RevPAR attributable to higher occupancy may result in higher variable expenses such as housekeeping, labor and utilities expense. Thus, increases in RevPAR associated with higher ADR may result in higher hotel EBITDA margins. Increases in RevPAR associated with higher occupancy may result in more muted hotel EBITDA margin improvement. ~~Through September 30, 2012, our year-to-date~~Our Comparable Portfolio RevPAR index, ~~has remained flat~~which was negatively impacted by several capital investment programs at ~~114.5~~our hotels, decreased 250 basis points during the first quarter of 2013 as compared to the same period in ~~2011.~~2012.

Table of Contents

With respect to maximizing operating flow through, we continue to work with our operators to identify operational efficiencies designed to reduce expenses while minimally affecting guest experience. Key asset management initiatives include optimizing hotel staffing levels, increasing the efficiency of the hotels, such as installing energy efficient management and inventory control systems, and selectively combining certain food and beverage outlets. Our operational efficiency initiatives may be difficult to implement, as most categories of variable operating expenses, such as utilities and housekeeping labor costs, fluctuate with changes in occupancy. Furthermore, our hotels operate with significant fixed costs, such as general and administrative expense, insurance, property taxes, and other expenses associated with owning hotels, over which our operators have little control. We have experienced either currently or in the past, increases in hourly wages, employee benefits (especially health insurance), utility costs and property insurance, which have negatively affected our operating margins. Moreover, there are limits to how far our operators can reduce expenses without affecting brand standards or the competitiveness of our hotels. ~~Through September 30, 2012, our year-to-date~~Our Comparable Portfolio operating flow through was ~~approximately 45.7%.~~22.7% during the first quarter of 2013 as compared to the same period in 2012.

Operating Results. The following table presents our unaudited operating results for our total portfolio for the three months ended ~~September 30,~~March 31, 2013 and 2012, ~~and 2011,~~ including the amount and percentage change in the results between the two periods. The table presents the results of operations included in the consolidated statements of operations and comprehensive income (loss), and includes the 3026 hotels ~~(12,854~~(11,632 rooms) as of ~~September 30, 2012~~March 31, 2013 and 2824 hotels ~~(12,086~~(10,858 rooms) as of ~~September 30, 2011. Income from~~March 31, 2012, as well as discontinued operations for the three months ended September 30, 2012 includes the results of operations for the Doubletree Guest Suites Minneapolis, Hilton Del Mar, Marriott Troy and an office building adjacent to the Marriott Troy, which we sold in September 2012, and the Marriott Del Mar, which we sold in August 2012. Income from discontinued operations for the three months ended

~~Table of Contents~~

September 30, 2011 includes the results of operations for the following: the Doubletree Guest Suites Minneapolis, Hilton Del Mar, Marriott Troy and an office building adjacent to the Marriott Troy, which we sold in September 2012; the Marriott Del Mar, which we sold in August 2012; the Valley River Inn, which we sold in October 2011; our commercial laundry facility located in Salt Lake City, Utah, which we sold in July 2011; and the Royal Palm Miami Beach, which we sold in April 2011.

Three Months Ended September 30,

2012

2011

$ Change

% Change

(unaudited, dollars in thousands, except statistical data)

REVENUES

Room

$
156,725

$
139,824

$
16,901

12.1
%
Food and beverage

46,191

40,920

5,271

12.9
%
Other operating

18,163

16,743

1,420

8.5
%

Total revenues

221,079

197,487

23,592

11.9
%

OPERATING EXPENSES

Hotel operating

134,646

123,274

11,372

9.2
%
Property general and administrative

24,493

22,881

1,612

7.0
%
Corporate overhead

6,148

6,852

(704
)
(10.3
)%
Depreciation and amortization

36,529

32,490

4,039

12.4
%
Impairment loss

—

10,862

(10,862
)
(100.0
)%

Total operating expenses

201,816

196,359

5,457

2.8
%

Operating income

19,263

1,128

18,135

1,607.7
%

Interest and other income

18

1,543

(1,525
)
(98.8
)%
Interest expense

(19,709
)
(20,021
)
312

1.6
%

Loss from continuing operations

(428
)
(17,350
)
16,922

97.5
%
Income from discontinued operations

39,984

797

39,187

4,916.8
%

Net income (loss)

39,556

(16,553
)
56,109

339.0
%
(Income) loss from consolidated joint venture attributable to non-controlling interest

(827
)
31

(858
)
(2,767.7
)%
Distributions to non-controlling interest

(8
)
(8
)
—

0.0
%
Preferred stock dividends

(7,437
)
(7,437
)
—

0.0
%
Undistributed income allocated to unvested restricted stock compensation

(352
)
—

(352
)
(100.0
)%

Income available (loss attributable) to common stockholders

$
30,932

$
(23,967
)
$
54,899

229.1
%

The following table presents the unaudited operating results for our total portfolio for the nine months ended September 30, 2012 and 2011, including the amount and percentage change in the results between the two periods. The table presents the results of operations included in the consolidated statements of operations and comprehensive income (loss), and includes the 304 hotels ~~(12,854~~(1,222 rooms) as of ~~September 30, 2012~~March 31, 2013 and 288 hotels ~~(12,086~~(2,350 rooms) as of September 30, 2011. Income from discontinued operations for the nine months ended September 30, 2012 includes the following: the results of operations for the Doubletree Guest Suites Minneapolis, Hilton Del Mar, Marriott Troy and an office building adjacent to the Marriott Troy, which we sold in September 2012; the Marriott Del Mar, which we sold in August 2012; a final distribution of proceeds on a subordinate note we held prior to our purchase of the Royal Palm Miami Beach; and reimbursements for expenses related to the Royal Palm Miami Beach which we sold in April 2011. Income from discontinued operations for the nine months ended September 30, 2011 includes the results of operations for the following: the Doubletree Guest Suites Minneapolis, Hilton Del Mar, Marriott Troy and an office building adjacent to the Marriott Troy, which we sold in September 2012; the Marriott Del Mar, which we sold in August 2012; the Valley River Inn, which we sold in October 2011; our commercial laundry facility located in Salt Lake City, Utah, which we sold in July 2011; and the Royal Palm Miami Beach, which we sold in April 2011. Income from discontinued operations for the nine months ended September 30, 2011 also includes the gain on extinguishment of debt related to the resolution of the contingency for franchise termination fees for the Hilton Huntington, Residence Inn by Marriott Manhattan Beach, Marriott Provo, Courtyard by Marriott San Diego (Old Town), and Marriott Salt Lake City (University Park), which hotels were deeded back to the lender in November 2010 pursuant to our 2009 secured debt restructuring program.

March 31,

~~Table of Contents~~ 2012.

	Nine Months Ended September 30,
	2012			2011			$ Change			% Change		Three Months Ended March 31,
	(unaudited, dollars in thousands, except statistical data)											2013			2012			$ Change			% Change
												(in thousands, except statistical data)
REVENUES
Room	$	443,022		$	380,826		$	62,196		16.3	%	$	132,623		$	119,622		$	13,001		10.9	%
Food and beverage	148,574			124,838			23,736			19.0	%	49,628			46,835			2,793			6.0	%
Other operating	51,243			45,454			5,789			12.7	%	12,670			11,777			893			7.6	%

Total revenues	642,839			551,118			91,721			16.6	%	194,921			178,234			16,687			9.4	%

OPERATING EXPENSES
Hotel operating	389,106			340,382			48,724			14.3	%	127,560			115,093			12,467			10.8	%
Property general and administrative	73,202			64,595			8,607			13.3	%	23,606			21,910			1,696			7.7	%
Corporate overhead	18,975			20,771			(1,796		)	(8.6	)%	6,171			5,198			973			18.7	%
Depreciation and amortization	102,899			88,241			14,658			16.6	%	34,016			30,882			3,134			10.1	%
Impairment loss	—			10,862			(10,862		)	(100.0	)%

Total operating expenses	584,182			524,851			59,331			11.3	%	191,353			173,083			18,270			10.6	%

Operating income	58,657			26,267			32,390			123.3	%	3,568			5,151			(1,583		)	(30.7	)%

Equity in earnings of unconsolidated joint ventures	—			21			(21		)	(100.0	)%
Interest and other income	155			2,970			(2,815		)	(94.8	)%	563			63			500			793.7	%
Interest expense	(59,309		)	(55,449		)	(3,860		)	(7.0	)%	(17,414		)	(19,359		)	1,945			10.0	%
Loss on extinguishment of debt	(191		)	—			(191		)	(100.0	)%	(44		)	(191		)	147			77.0	%
Gain on remeasurement of equity interests	—			69,230			(69,230		)	(100.0	)%

Income (loss) from continuing operations	(688		)	43,039			(43,727		)	(101.6	)%
Loss before income taxes and discontinued operations												(13,327		)	(14,336		)	1,009			7.0	%
Income tax provision												(6,157		)	—			(6,157		)	(100.0	)%
Loss from continuing operations												(19,484		)	(14,336		)	(5,148		)	(35.9	)%
Income from discontinued operations	39,131			30,672			8,459			27.6	%	48,410			1,368			47,042			3,438.7	%

Net income	38,443			73,711			(35,268		)	(47.8	)%
Net income (loss)												28,926			(12,968		)	41,894			323.1	%
Income from consolidated joint venture attributable to non-controlling interest	(1,694		)	(213		)	(1,481		)	(695.3	)%	(297		)	(560		)	263			47.0	%
Distributions to non-controlling interest	(24		)	(22		)	(2		)	(9.1	)%	(8		)	(8		)	—			—	%
Preferred stock dividends	(22,311		)	(19,884		)	(2,427		)	(12.2	)%
Preferred stock dividends and redemption charge												(10,903		)	(7,437		)	(3,466		)	(46.6	)%
Undistributed income allocated to unvested restricted stock compensation	(162		)	(638		)	476			100.0	%	(218		)	—			(218		)	(100.0	)%

Income available to common stockholders	$	14,252		$	52,954		$	(38,702	)	(73.1	)%
Income available (loss attributable) to common stockholders												$	17,500		$	(20,973	)	$	38,473		183.2	%

Operating Statistics. The following table includes comparisons of the key operating metrics for our 3026 hotel Comparable Portfolio, which includes prior ownership results for ~~the Doubletree Guest Suites Times Square, the JW Marriott New Orleans, the Hilton San Diego Bayfront,~~ the Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile.

Three Months Ended
September 30, 2012

Three Months Ended
September 30, 2011

Change

Occ%

ADR

RevPAR

Occ%

ADR

RevPAR

Occ%

ADR

RevPAR

80.7
%
$
171.02

$
138.01

78.4
%
$
167.55

$
131.36

230 bps

2.1
%
5.1
%

Three Months Ended March 31, 2013						Three Months Ended March 31, 2012						Change
Occ%		ADR		RevPAR		Occ%		ADR		RevPAR		Occ%		ADR		RevPAR
74.2	%	$	168.25	$	124.84	75.6	%	$	161.70	$	122.25	(140	)bps	4.1	%	2.1	%

Nine Months Ended
September 30, 2012

Nine Months Ended
September 30, 2011

Change

Occ%

ADR

RevPAR

Occ%

ADR

RevPAR

Occ%

ADR

RevPAR

78.9
%
$
170.29

$
134.36

75.6
%
$
167.34

$
126.51

330 bps

1.8
%
6.2
%

Table of Contents

Non-GAAP Financial Measures. ~~The~~We use the following ~~table reconciles net income (loss)~~“non-GAAP financial measures” that we believe are useful to investors as key supplemental measures of our operating performance: EBITDA, Adjusted EBITDA, FFO and Adjusted FFO. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. EBITDA, ~~for~~Adjusted EBITDA, FFO and Adjusted FFO, as calculated by us, may not be comparable to other companies that do not define such terms exactly as the Company. 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 operating profit, cash flow from operations, or any other operating performance measure prescribed by GAAP. These non-GAAP financial measures reflect additional ways of viewing our ~~hotel portfolio for~~operations that we believe, when viewed with our GAAP results and the ~~three~~reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and ~~nine months ended September 30, 2012~~trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and ~~2011.~~not to rely on a single financial measure.

EBITDA is a commonly used measure of performance in many industries. We believe EBITDA ~~and Adjusted EBITDA are~~is useful to investors in evaluating our operating performance because ~~these measures help~~this measure helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization) from our operating results. We also believe the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. In addition, certain covenants included in our indebtedness use EBITDA as a measure of financial compliance. We also use EBITDA as a measure in determining the value of hotel acquisitions and dispositions.

Historically, we have adjusted EBITDA 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 EBITDA, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. We adjust EBITDA for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDA:

·Amortization of deferred stock compensation: we exclude the non-cash expense incurred with the amortization of deferred stock compensation as this expense does not reflect the underlying performance of our hotels.

32·Amortization of favorable and unfavorable contracts: we exclude the non-cash amortization of the favorable management contract asset and the unfavorable tenant lease liability recorded in conjunction with our acquisition of the Hilton Garden Inn Chicago Downtown/Magnificent Mile. The amortization of favorable and unfavorable contracts does not reflect the underlying performance of our hotels.

·Ground rent adjustments: we exclude the non-cash expense incurred from straightlining our ground lease obligations as this expense does not reflect the underlying performance of our hotels. We do however, include an adjustment for the cash ground lease expense recorded on the Hyatt Chicago Magnificent Mile’s building lease. Upon acquisition of this hotel, we determined that the building lease was a capital lease, and, therefore, we include a portion of the capital lease payment each month in interest expense. We include an adjustment for ground lease expense on capital leases in order to more accurately reflect the operating performance of the Hyatt Chicago Magnificent Mile.

·Real estate transactions: we exclude the effect of gains and losses on the disposition of depreciable assets because we believe that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our assets. In addition, material gains or losses from the depreciated value of the disposed assets could be less important to investors given that the depreciated asset value often does not reflect its market value.

·Gains or losses from extinguishment of debt: 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.

·Acquisition costs: under GAAP, costs associated with completed acquisitions are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company.

·Consolidated partnership adjustments: we deduct the non-controlling partner’s pro rata share of any EBITDA adjustments related to our consolidated Hilton San Diego Bayfront partnership.

Table of Contents

~~(primarily~~·Cumulative effect of a change in accounting principal: infrequently, the FASB promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principal. We exclude these one-time adjustments because they do not reflect our actual performance for that period.

·Impairment losses: we exclude the effect of impairment losses because we believe that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our remaining assets. In addition, we believe that impairment charges, which are based off of historical cost account values, are similar to gains (losses) on dispositions and depreciation expense, both of which are also excluded from EBITDA.

·Other adjustments: we exclude other adjustments such as lawsuit settlement costs, prior year property tax assessments, management company transition costs, and ~~amortization) from~~departmental closing costs, including severance, because we do not believe these costs reflect the ongoing operations of our ~~operating results. We also use~~hotels.

The following table reconciles our unaudited net income (loss) to EBITDA and Adjusted EBITDA ~~as measures in determining~~for our hotel portfolio for the ~~value of hotel acquisitions~~three months ended March 31, 2013 and ~~dispositions. We caution investors that amounts presented in accordance with our definitions of EBITDA and~~ 2012.

	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	(in thousands)			(in thousands)
Net income (loss)	$	28,926		$	(12,968	)
Operations held for investment:
Depreciation and amortization	34,016			30,882
Amortization of lease intangibles	1,028			1,028
Interest expense	17,414			19,359
Income tax provision	6,157			—
Non-controlling interests:
Income from consolidated joint venture attributable to non-controlling interest	(297		)	(560		)
Depreciation and amortization	(1,435		)	(1,419		)
Interest expense	(577		)	(627		)
Discontinued operations:
Depreciation and amortization	—			3,874
Amortization of lease intangibles	—			7
Interest expense	99			2,144
EBITDA	85,331			41,720
Operations held for investment:
Amortization of deferred stock compensation	1,075			946
Amortization of favorable and unfavorable contracts, net	114			—
Non-cash straightline lease expense	693			696
Capital lease obligation interest — cash ground rent	(351		)	—
Gain on sale of assets	—			(11		)
Loss on extinguishment of debt	44			191
Closing costs — completed acquisitions	147			36
Lawsuit settlement reversal of costs	—			(97		)
Non-controlling interests:
Non-cash straightline lease expense	(113		)	(113		)
Discontinued operations:
Gain on sale of assets	(51,620		)	(177		)
Loss on extinguishment of debt	3,115			—
Lawsuit settlement reversal of costs	—			(48		)
	(46,896		)	1,423
Adjusted EBITDA	$	38,435		$	43,143

Adjusted EBITDA ~~may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in~~was $38.4 million for the same manner. EBITDA and Adjusted EBITDA should not be considered as an alternative measure of our net income (loss), operating performance, cash flow or liquidity. EBITDA and Adjusted EBITDA may include funds that may not be available for our discretionary use to fund interest expense, capital expenditures or general corporate purposes. Although we believe that EBITDA and Adjusted EBITDA can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trendthree months ended March 31, 2013 as compared to ~~GAAP measures such~~$43.1 million for the same period in 2012. Adjusted EBITDA decreased $4.7 million in 2013 as ~~net income (loss) or cash flow from operations. In addition, you should be aware that adverse economic~~compared to 2012, as additional earnings generated by the two hotels we acquired in 2012 (the Hyatt Chicago Magnificent Mile and ~~market conditions may harm~~the Hilton Garden Inn Chicago Downtown/Magnificent Mile), were offset by a decrease in earnings caused by major room renovations at four of our ~~cash flow.~~hotels: the Hilton Times Square; the Hyatt Chicago Magnificent Mile; the Hyatt Regency Newport Beach; and the Renaissance Westchester.

Three Months Ended
September 30, 2012

Three Months Ended
September 30, 2011

Nine Months Ended
September 30, 2012

Nine Months Ended
September 30, 2011

(in thousands)

(in thousands)

(in thousands)

(in thousands)

Net income (loss)

$
39,556

$
(16,553
)
$
38,443

$
73,711

Operations held for investment:

Depreciation and amortization

36,529

32,490

102,899

88,241

Amortization of lease intangibles

1,120

1,028

3,176

2,950

Interest expense

18,417

17,841

55,095

50,351

Amortization of deferred financing fees

929

823

2,825

2,215

Write-off of deferred financing fees

—

—

3

—

Non-cash interest related to discount on Senior Notes

267

270

791

792

Non-cash interest related to loss on derivatives

96

1,087

595

2,091

Non-controlling interests:

(Income) loss from consolidated joint venture attributable to non-controlling interest

(827
)
31

(1,694
)
(213
)
Depreciation and amortization

(1,422
)
(1,414
)
(4,261
)
(2,598
)
Interest expense

(566
)
(549
)
(1,703
)
(1,005
)
Amortization of deferred financing fees

(56
)
(56
)
(168
)
(103
)
Non-cash interest related to loss on derivative

—

(4
)
(1
)
(32
)
Unconsolidated joint ventures:

Depreciation and amortization

—

—

—

3

Discontinued operations:

Depreciation and amortization

977

1,686

4,651

6,767

Amortization of lease intangibles

—

7

14

21

Interest expense

1,237

1,912

4,663

5,702

Amortization of deferred financing fees

13

20

46

59

Write-off of deferred financing fees

185

—

185

—

EBITDA

96,455

38,619

205,559

228,952

Operations held for investment:

Amortization of deferred stock compensation

812

697

2,654

2,170

Non-cash straightline lease expense

694

696

2,083

1,702

Capital lease obligation interest — cash ground rent

(351
)
—

(468
)
—

(Gain) loss on sale of assets

33

(17
)
22

(73
)
Loss on extinguishment of debt

—

—

191

—

Gain on remeasurement of equity interests

—

—

—

(69,230
)
Lawsuit settlement costs, net

—

1,620

110

1,620

Closing costs — completed acquisitions

590

—

1,965

3,372

Prior year property tax and CAM adjustments, net

(440
)
—

621

—

Hotel laundry closing costs

424

—

424

—

Impairment loss

—

10,862

—

10,862

Non-controlling interests:

Non-cash straightline lease expense

(113
)
(114
)
(339
)
(243
)
Prior year property tax adjustments, net

63

—

(202
)
—

Unconsolidated joint ventures:

Amortization of deferred stock compensation

—

—

—

2

Discontinued operations:

(Gain) loss on sale of assets

(38,115
)
52

(38,292
)
(13,966
)
Impairment loss

—

—

—

1,495

Gain on extinguishment of debt

—

—

—

(18,145
)

(36,403
)
13,796

(31,231
)
(80,434
)

Adjusted EBITDA

$
60,052

$
52,415

$
174,328

$
148,518

3328

Table of Contents

Adjusted EBITDA was $60.1 million and $52.4 million for the three months ended September 30, 2012 and 2011, respectively, and $174.3 million and $148.5 million for the nine months ended September 30, 2012 and 2011, respectively. Adjusted EBITDA for the three months ended September 30, 2012 increased $7.7 million as compared to the same period in 2011 due to additional earnings generated by the Hyatt Chicago Magnificent Mile, which we purchased in June 2012, and the Hilton Garden Inn Chicago Downtown/Magnificent Mile, which we purchased in July 2012, combined with increased earnings at our other hotels. Adjusted EBITDA for the nine months ended September 30, 2012 increased $25.8 million as compared to the same period in 2011 due to additional earnings generated by the Hyatt Chicago Magnificent Mile, which we purchased in June 2012, and the Hilton Garden Inn Chicago Downtown/Magnificent Mile, which we purchased in July 2012, combined with additional earnings generated by the three hotels we purchased during the first nine months of 2011: the Doubletree Guest Suites Times Square acquired in January 2011; the JW Marriott New Orleans acquired in February 2011; and the Hilton San Diego Bayfront acquired in April 2011. Adjusted EBITDA for the nine months ended September 30, 2012 also increased as compared to the same period in 2011 due to increased earnings at our other hotels.

~~The following table reconciles net income (loss) to FFO and Adjusted FFO for our hotel portfolio for the three and nine months ended September 30, 2012 and 2011.~~ We believe that the presentation of ~~FFO and Adjusted~~ FFO provides useful information to investors regarding our operating performance because ~~they are measures~~it is a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, amortization of lease intangibles, 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. We believe the use of FFO facilitates comparisons between us and other lodging REITs.

We also present Adjusted FFO when evaluating our operating performance because we believe that the exclusion of certain ~~other~~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 FFO for the following items, which may occur in any period, and refer to this measure as Adjusted FFO:

·Amortization of favorable and unfavorable contracts: we ~~believe are not indicative~~exclude the non-cash amortization of the favorable management contract asset and the unfavorable tenant lease liability recorded in conjunction with our acquisition of the Hilton Garden Inn Chicago Downtown/Magnificent Mile. The amortization of favorable and unfavorable contracts does not reflect the underlying performance of our hotels.

·Non-cash ground rent adjustments: we exclude the non-cash expense incurred from straightlining our ground lease obligations as this expense does not reflect the underlying ~~hotel properties.~~performance of our hotels.

·Gains or losses from extinguishment of debt: 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. We also exclude the non-cash gains or losses on our derivatives, as well as the original issuance costs associated with the redemption of preferred stock. We believe that these items are ~~more representative~~not reflective of our ~~asset base and our acquisition and disposition activities than our~~ ongoing ~~operations.~~finance costs.

·Acquisition costs: under GAAP, costs associated with completed acquisitions are expensed in the year incurred. We ~~also use~~exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company.

·Impairment losses: we exclude the effect of non-real estate impairment losses because we believe that including them in Adjusted FFO ~~as one measure in determining our results after taking into account~~is not consistent with reflecting the ~~impact~~ongoing performance of our ~~capital structure. We caution investors that amounts presented in accordance with~~remaining assets.

·Consolidated partnership adjustments: we deduct the non-controlling partner’s pro rata share of any FFO adjustments related to our ~~definitions~~consolidated Hilton San Diego Bayfront partnership.

·Other adjustments: we exclude other adjustments such as lawsuit settlement costs, prior year property tax assessments, management company transition costs, departmental closing costs, including severance, and income tax provisions because we do not believe these costs reflect the ongoing operations of our hotels.

The following table reconciles our unaudited net income (loss) to FFO and Adjusted FFO may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. FFO and Adjusted FFO should not be considered as an alternative measure of our net income (loss), operating performance, cash flow or liquidity. FFO and Adjusted FFO may include funds that may not be available for our ~~discretionary use to fund interest expense, capital expenditures or general corporate purposes. Although we believe that FFO~~hotel portfolio for the three months ended March 31, 2013 and Adjusted FFO can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as net income (loss) or cash flow from operations. In addition, you should be aware that adverse economic and market conditions may harm our cash flow.2012.

	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011			Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
	(in thousands)			(in thousands)			(in thousands)			(in thousands)			Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
													(in thousands)			(in thousands)
Net income (loss)	$	39,556		$	(16,553	)	$	38,443		$	73,711		$	28,926		$	(12,968	)
Preferred stock dividends	(7,437		)	(7,437		)	(22,311		)	(19,884		)
Preferred stock dividends and redemption charge													(10,903		)	(7,437		)
Operations held for investment:
Real estate depreciation and amortization	36,230			32,196			101,994			87,370			33,672			30,575
Amortization of lease intangibles	1,120			1,028			3,176			2,950			1,028			1,028
(Gain) loss on sale of assets	33			(17		)	22			(73		)
Gain on sale of assets													—			(11		)
Non-controlling interests:
(Income) loss from consolidated joint venture attributable to non-controlling interest	(827		)	31			(1,694		)	(213		)
Income from consolidated joint venture attributable to non-controlling interest													(297		)	(560		)
Real estate depreciation and amortization	(1,422		)	(1,414		)	(4,261		)	(2,598		)	(1,435		)	(1,419		)
Discontinued Operations:
Discontinued operations:
Real estate depreciation and amortization	977			1,686			4,651			6,767			—			3,874
Amortization of lease intangibles	—			7			14			21			—			7
(Gain) loss on sale of assets	(38,115		)	52			(38,292		)	(13,966		)

Gain on sale of assets													(51,620		)	(177		)
FFO	30,115			9,579			81,742			134,085			(629		)	12,912

Operations held for investment:
Amortization of favorable and unfavorable contracts, net													114			—
Non-cash straightline lease expense	694			696			2,083			1,702			693			696
Write-off of deferred financing fees	—			—			3			—
Non-cash interest related to loss on derivatives	96			1,087			595			2,091
Non-cash interest related to (gain) loss on derivatives													(157		)	76
Loss on extinguishment of debt	—			—			191			—			44			191
Gain on remeasurement of equity interests	—			—			—			(69,230		)
Lawsuit settlement costs, net	—			1,620			110			1,620
Closing costs — completed acquisitions	590			—			1,965			3,372			147			36
Prior year property tax and CAM adjustments, net	(440		)	—			621			—
Hotel laundry closing costs	424			—			424			—
Impairment loss	—			10,862			—			10,862
Lawsuit settlement reversal of costs													—			(97		)
Income tax provision													6,157			—
Preferred stock redemption charge													4,641			—
Non-controlling interests:
Non-cash straightline lease expense	(113		)	(114		)	(339		)	(243		)	(113		)	(113		)
Non-cash interest related to loss on derivative	—			(4		)	(1		)	(32		)	—			(1		)
Prior year property tax adjustments, net	63			—			(202		)	—
Discontinued operations:
Write-off of deferred financing fees	185			—			185			—
Impairment loss	—			—			—			1,495
Gain on extinguishment of debt	—			—			—			(18,145		)

	1,499			14,147			5,635			(66,508		)
Loss on extinguishment of debt													3,115			—
Lawsuit settlement reversal of costs													—			(48		)
													14,641			740
Adjusted FFO	$	31,614		$	23,726		$	87,377		$	67,577		$	14,012		$	13,652

3429

Table of Contents

Adjusted FFO was ~~$31.6 million and $23.7~~$14.0 million for the three months ended September 30, 2012 and 2011, respectively, and $87.4 million and $67.6 million for the nine months ended September 30, 2012 and 2011, respectively. Adjusted FFO for the three months ended September 30, 2012 increased $7.9 millionMarch 31, 2013 as compared to $13.7 million for the same period in ~~2011~~2012. Adjusted FFO increased $0.4 million in 2013 as compared to 2012 primarily due to additional earnings generated by the two hotels we acquired in 2012 (the Hyatt Chicago Magnificent Mile ~~which we purchased in June 2012,~~ and the Hilton Garden Inn Chicago Downtown/Magnificent ~~Mile, which we purchased in July 2012,~~Mile), combined with ~~increased earnings at our other hotels.~~a decrease in interest expense due to reduced loan balances. These increases to Adjusted FFO ~~for~~were partially offset by a decrease in earnings caused by major room renovations at four of our hotels: the ~~nine months ended September 30, 2012 increased $19.8 million as compared to the same period in 2011 due to additional earnings generated by~~Hilton Times Square; the Hyatt Chicago Magnificent ~~Mile, which we purchased in June 2012,~~Mile; the Hyatt Regency Newport Beach; and the Hilton Garden Inn Chicago Downtown/Magnificent Mile, which we purchased in July 2012, combined with additional earnings generated by the three hotels we purchased during the first nine months of 2011: the Doubletree Guest Suites Times Square acquired in January 2011; the JW Marriott New Orleans acquired in February 2011; and the Hilton San Diego Bayfront acquired in April 2011. Adjusted FFO for the nine months ended September 30, 2012 also increased as compared to the same period in 2011 due to increased earnings at our other hotels.Renaissance Westchester.

Room revenue. Room revenue increased ~~$16.9~~$13.0 million, or ~~12.1%~~10.9%, for the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the three months ended ~~September 30, 2011.~~March 31, 2012. We acquired the Hyatt Chicago Magnificent Mile in June 2012 and the Hilton Garden Inn Chicago Downtown/Magnificent Mile in July 2012. These two recently acquired hotels ~~generated~~(the “two recently acquired hotels”) contributed additional room revenue of ~~$10.2~~$4.9 million during the three months ended ~~September 30, 2012.~~March 31, 2013. Room revenue ~~generated by~~at the ~~28 hotels we acquired prior to June 30, 2011 (our “third quarter existing portfolio”) increased $6.7 million~~Hyatt Chicago Magnificent Mile was negatively impacted during the ~~third~~first quarter of 2012 as compared to the third quarter of 2011 due to an increase in occupancy ($4.0 million) combined with an increase in ADR ($2.7 million). The increase in occupancy was driven by an additional 26,847 group room nights sold, slightly offset by a decrease of 1,982 in transient room nights sold. Room revenue in our third quarter existing portfolio was impacted2013 by a major ~~rooms~~ renovation, ~~at the Renaissance Washington DC,~~ which caused ~~9,444~~5,955 room nights to be out of service during the ~~third~~first quarter of ~~2012,~~2013, displacing approximately ~~$1.7~~$1.0 million in room revenue based on the hotel achieving a potential ~~73.1%~~65.0% occupancy rate and RevPAR of ~~$129.01~~$79.76 without the renovation.

~~Room~~ In addition, room revenue ~~increased $62.2 million, or 16.3%, for~~during the ~~nine months ended September 30, 2012~~first quarter of 2013 increased as compared to the ~~nine months ended September 30, 2011. We acquired the Hyatt Chicago Magnificent Mile~~same period in ~~June~~ 2012 ~~and the Hilton Garden Inn Chicago Downtown/Magnificent Mile in July 2012. In addition, we acquired the outside 62.0% equity interests~~due to a change in the ~~Doubletree Guest Suites Times Square~~financial reporting calendar used by one of our third-party managers, subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”), who manage 10 of our 26 hotels. Beginning in ~~January 2011 (resulting~~2013, Marriott switched from using a 13-fiscal period accounting calendar to a standard 12-month calendar, which caused there to be an additional nine days and approximately $5.4 million more in our 100% ownership of the hotel), and the JW Marriott New Orleans in February 2011. We also purchased a 75.0% majority interest in the joint venture that owns the Hilton San Diego Bayfront in April 2011. These five recently acquired hotels (the “five recently acquired hotels”) generated additional room revenue ~~of $44.8 million~~for the Marriott-managed hotels during the ~~nine months ended September 30,~~first quarter of 2013 as compared to the first quarter of 2012. Room revenue generated by the 2524 hotels we owned prior to January 1, ~~2011~~2012 (our “existing portfolio”) increased ~~$17.4~~$2.7 million during the first ~~nine months~~quarter of ~~2012~~2013 as compared to the ~~same period in 2011~~first quarter of 2012 due to an increase in ~~occupancy ($14.3 million) combined with an increase in~~ ADR ($~~3.1~~4.3 million)~~. The increase~~ partially offset by a decrease in occupancy ~~was driven by an additional 29,376 group room nights sold combined with an additional 71,860 transient room nights sold.~~($1.6 million). Room revenue in our existing portfolio was negatively impacted during the first quarter of 2013 by a major ~~rooms~~room renovations at three hotels in our existing portfolio (the “three renovation athotels”): the Hilton Times Square; the Hyatt Regency Newport Beach; and the Renaissance ~~Washington DC, which~~Westchester. These major room renovations caused ~~9,447~~a total of 21,515 room nights to be out of service during the first ~~nine months~~quarter of ~~2012,~~2013, displacing approximately ~~$1.7~~$4.4 million in room revenue based on the ~~hotel~~hotels achieving a combined potential ~~73.5%~~75.8% occupancy rate and RevPAR of ~~$148.76~~$136.92 without the ~~renovation.~~renovations.

Food and beverage revenue. Food and beverage revenue increased ~~$5.3~~$2.8 million, or ~~12.9%~~6.0%, for the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the three months ended September 30, 2011. The Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile together contributed an additional $1.6 million to food and beverage revenue during the third quarter ofMarch 31, 2012. Food and beverage revenue in our third quarter existing portfolio increased $3.7 million for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011, primarily due to increased occupancy and group room nights in our hotels, which drove revenue growth in both outlets and banquets. Food and beverage revenue in our third quarter existing portfolio was negatively impacted by a major rooms renovation at the Renaissance Washington DC, which caused 9,444 room nights to be out of service during the third quarter, decreasing revenue in both outlets and banquets.

~~Food and beverage revenue increased $23.7 million, or 19.0%, for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011.~~ Our ~~five~~two recently acquired hotels contributed an additional ~~$16.6~~$0.6 million to food and beverage revenue during the first quarter of 2013. Marriott’s additional nine ~~months~~days generated approximately $1.5 million in food and beverage revenue for the Marriott-managed hotels during the first quarter of 2013 as compared to the first quarter of 2012. Food and beverage revenue in our existing portfolio increased ~~$7.1~~$0.7 million ~~during~~for the ~~first nine~~three months ~~of 2012~~ended March 31, 2013 as compared to the ~~same period in 2011,~~three months ended March 31, 2012, primarily due to ~~the same reasons described above in the discussion regarding the third quarter. In addition, outlet and~~increased banquet revenue ~~increased during the first nine months~~at several of ~~2012 as compared~~our hotels, partially offset by decreased revenue at our outlets due to the ~~first nine months~~negative impact of ~~2011 as many outlets and meeting spaces were under~~the three renovation during 2011. Food and beverage revenue in our existing portfolio was negatively impacted by a major rooms renovation at the Renaissance Washington DC, which caused 9,447 room nights to be out of service during the first nine months of 2012, decreasing revenue in both outlets and banquets.

~~Table of Contents~~hotels.

Other operating revenue. Other operating revenue increased ~~$1.4~~$0.9 million, or ~~8.5%~~7.6%, for the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the three months ended September 30, 2011. The Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile together contributed an additional $0.7 million to other operating revenue during the third quarter ofMarch 31, 2012. Other operating revenue in our third quarter existing portfolio increased $0.7 million in the three months ended September 30, 2012 as compared to the three months ended September 30, 2011, primarily due to increased revenue in our commercial laundry facility located in Rochester, Minnesota, combined with increased transaction and development fees generated by BuyEfficient and increased cancellation, attrition, parking and spa revenue at our hotels. These increases were partially offset by decreased telephone, audio visual equipment rental fees and guest movie revenue.

~~Other operating revenue increased $5.8 million, or 12.7%, for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011.~~ Our ~~five~~two recently acquired hotels contributed an additional ~~$3.7~~$0.5 million to other operating revenue during the first ~~nine months~~quarter of ~~2012.~~2013. In addition, ~~other operating~~BuyEfficient’s revenue increased ~~$0.3~~$0.1 million induring the first ~~nine months~~quarter of ~~2012~~2013 as compared to the same period in 2011 due to the consolidation of BuyEfficient with our operations due to the purchase of the outside 50.0% equity interest in the joint venture in January 2011. Previously, our 50.0% portion of BuyEfficient’s net income was included in equity in earnings of unconsolidated joint ventures. BuyEfficient contributed an additional $0.3 million in other operating revenue during the first nine months of 2012 ~~as compared to the same period in 2011~~ due to increased transaction and development fees. ~~In addition, other~~Other operating revenue in our existing portfolio increased ~~$1.5~~$0.3 million ~~during~~for the ~~first nine~~three months ~~of 2012~~ended March 31, 2013 as compared to the ~~same period in 2011, due to~~three months ended March 31, 2012, as increased parking revenue, ~~at our commercial laundry facility located in Rochester, Minnesota combined with increased~~ cancellation and attrition ~~parking~~revenue and ~~spa revenue at our hotels, partially~~tenant lease rental income were slightly offset by decreased telephone revenue.

Table of Contents

Hotel operating expenses. Hotel operating expenses, which are comprised of room, food and beverage, advertising and promotion, repairs and maintenance, utilities, franchise costs, property tax, ground lease and insurance, and other hotel operating expenses increased ~~$11.4~~$12.5 million, or ~~9.2%~~10.8%, during the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the three months ended ~~September 30, 2011.~~March 31, 2012. The ~~Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile together~~two recently acquired hotels contributed an additional ~~$7.0~~$6.2 million to hotel operating expenses during the ~~third~~first quarter of ~~2012.~~2013. Hotel operating expenses in our ~~third quarter~~ existing portfolio increased ~~$4.4~~$6.3 million during the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the same period in ~~2011.~~2012. This increase in hotel operating expenses is primarily related to the corresponding ~~increases in~~increased room, and food and beverage ~~and parking revenue.~~revenue, combined with the Marriott-managed hotels’ nine additional days in the first quarter of 2013 as compared to the same period in 2012. In addition, hotel operating expenses in our ~~third quarter~~ existing portfolio increased ~~during~~in the ~~three months ended September 30, 2012~~first quarter of 2013 as compared to the same period in ~~2011~~2012 due to increases in ~~the following expenses: advertising and repairs and maintenance as the hotels increased spending due to the improved economy; franchise fees and assessments due to the increased revenue;~~ property and liability insurance ~~due to increased premiums; and ground lease due to increased contingent rent resulting from the increased revenue at several of our hotels. These~~premiums as well as increases ~~were partially offset by decreases~~ in ~~the following expenses: utilities due to reduced consumption and lower rates~~property tax assessments at many of our hotels during the third quarter of 2012; personal property taxes due to lower assessments received at several of our hotels; and common area maintenance charges due to a settlement received at one of our hotels.

Hotel operating expenses increased $48.7 million, or 14.3%, during the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011. The five recently acquired hotels contributed $37.0 million to hotel operating expenses during the first nine months of 2012. Hotel operating expenses in our existing portfolio increased $11.7 million during the first nine months of 2012 as compared to the same period in 2011. This increase in hotel operating expenses is primarily due to the same reasons described above in the discussion regarding the third quarter, except property taxes increased during the first nine months of 2012 as compared to the same period in 2011 due to increased real estate taxes assessed at several of our hotels, partially offset by decreased personal property taxes assessed at several of our hotels.

Property general and administrative expense. Property general and administrative expense increased ~~$1.6~~$1.7 million, or ~~7.0%~~7.7%, during the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the three months ended ~~September 30, 2011.~~ March 31, 2012. The Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile together contributed an additional $1.2 million to property general and administrative expense during the third quarter of 2012. Propertygeneral and administrative expense in our third quarter existing portfolio increased $0.4 million during the three months ended September 30, 2012 as compared to the three months ended September 30, 2011, primarily due to increased payroll and related costs, combined with increased contract and professional fees.

~~Property general and administrative expense increased $8.6 million, or 13.3%, during the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011. The five~~two recently acquired hotels contributed ~~$5.6~~an additional $1.0 million to property general and administrative expense during the first ~~nine months~~quarter of ~~2012.~~2013. In addition, BuyEfficient contributed an additional $0.2 million in property general and administrative expense during the first quarter of 2013 as compared to the same period in 2012 due to increases in payroll and related expenses, including deferred stock compensation expense. Propertyg~~eneral~~ general and administrative expense in our existing portfolio increased ~~$3.0~~$0.5 million during the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 as compared to the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, primarily due to the Marriott-managed hotels’ nine additional days in the first quarter of 2013 as compared to the same period in 2012, combined with increased payroll, ~~and related costs,~~ management fees and credit and collection expenses due to the increase in revenue, ~~combined with increased~~partially offset by a decrease in contract and professional ~~fees, employee relocation and training.~~

~~Table of Contents~~fees.

Corporate overhead expense. Corporate overhead expense ~~decreased $0.7~~increased $1.0 million, or ~~10.3%~~18.7%, during the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the three months ended ~~September 30, 2011,~~March 31, 2012, primarily due to ~~a decrease in~~the following increases: payroll and related expenses $0.5 million; deferred stock compensation $0.1 million; contract and professional fees $0.2 million; legal ~~fees of $1.6 million as we accrued $1.6 million in the third quarter of 2011 for settlement costs related to litigation involving three separate claims~~$0.2 million; and conferences and travel $0.1 million. These increases were slightly offset by ~~certain employees at four of our hotels. Corporate overhead expense also decreased during the third quarter of 2012 as compared to the third quarter of 2011 due to~~ a $0.1 million decrease in entity-level state franchise and minimum tax expense. These decreases were partially offset by a $0.6 million increase in acquisition and due diligence costs, a $0.2 million increase in payroll and related costs, a $0.1 million increase in contract and professional fees; and a $0.1 million increase in other miscellaneous expenses. During the third quarter of 2012 we incurred due diligence costs of $0.6 million related to our completed acquisitions, and an additional $0.1 million related to in-process-or-abandoned projects. During the third quarter of 2011, we incurred due diligence costs of $0.1 million related to in-process-or-abandoned projects.

Corporate overhead expense decreased $1.8 million, or 8.6%, during the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011, primarily due to decreased legal costs combined with decreased acquisition and due diligence costs. Legal costs decreased in 2012 as compared to 2011 as we accrued $1.6 million in the third quarter of 2011 for settlement costs related to litigation involving three separate claims by certain employees at four of our hotels. Regarding acquisition and due diligence costs, during the first nine months 2012 we incurred due diligence costs of $2.0 million related to our completed acquisitions, and an additional $0.7 million related to in-process-or-abandoned projects. During the first nine months of 2011 we incurred due diligence costs of $3.4 million related to our completed acquisitions, and an additional $0.4 million related to in-process-or-abandoned projects. Corporate overhead expense also decreased during the first nine months of 2012 as compared to the same period in 2011 due to a $0.3 million decrease in entity-level state franchise and minimum tax expense and a $0.2 million decrease in relocation expenses. These decreases were partially offset by a $0.8 million increase in payroll and related costs, a $0.3 million increase in amortization of deferred stock compensation, a $0.2 million increase in contract and professional fees and a $0.1 million increase in donations expense.

Depreciation and amortization expense. Depreciation and amortization expense increased ~~$4.0~~$3.1 million, or ~~12.4%~~10.1%, ~~for~~during the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the three months ended ~~September 30, 2011.~~March 31, 2012. The ~~Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile together~~two recently acquired hotels contributed an additional ~~$3.7~~$2.7 million to depreciation and amortization during the ~~third~~first quarter of ~~2012.~~2013. Depreciation and amortization expense in our ~~third quarter~~ existing portfolio increased ~~$0.3~~$0.4 million during the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the three months ended ~~September 30, 2011~~March 31, 2012 due to additional depreciation recognized on hotel renovations and purchases of furniture, fixtures and equipment (“FF&E”) for our hotel properties.

~~Depreciation and amortization increased $14.7 million, or 16.6%,~~ for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011. Our five recently acquired hotels contributed $12.0 million to depreciation and amortization during the first nine months of 2012. Depreciation and amortization expense in our existing portfolio increased $2.7 million during the first nine months of 2012 as compared to the same period in 2011 due to additional depreciation recognized on hotel renovations and purchases of FF&E for our hotel properties.

~~Impairment loss expense.~~ Impairment loss totaled zero for both the three and nine months ended September 30, 2012, and $10.9 million for both the three and nine months ended September 30, 2011. During the third quarter of 2011, we recognized an impairment loss of $10.9 million on the $90.0 million mortgage-secured purchase money loan (the “Royal Palm note”), which we received from the buyer of the Royal Palm Miami Beach, in anticipation of the Royal Palm note’s sale in October 2011.

~~Equity in earnings of unconsolidated joint ventures.~~ Equity in earnings of unconsolidated joint ventures totaled zero for both the three and nine months ended September 30, 2012, zero for the three months ended September 30, 2011, and $21,000 for the nine months ended September 30, 2011. In January 2011, we acquired 100% interests in both the Doubletree Guest Suites Times Square and BuyEfficient joint ventures. Post-acquisition, therefore, we present both of these investments on a consolidated basis. Prior to our January 14, 2011 acquisition date, we did not recognize any earnings on our Doubletree Guest Suites Times Square joint venture because the joint venture had cumulative losses in excess of our investment, and we reduced our interest in this partnership to zero at December 31, 2009. The excess cumulative losses resulted primarily from the hotel’s fourth quarter 2009 impairment charge. Prior to our purchase of the outside 50.0% equity interests in the BuyEfficient joint venture on January 21, 2011, we recognized income of $21,000 on our BuyEfficient joint venture.

Interest and other income. Interest and other income totaled ~~$18,000 for the three months ended September 30, 2012, and $1.5~~$0.6 million for the three months ended ~~September 30, 2011.~~March 31, 2013, and $0.1 million for the three months ended March 31, 2012. In the ~~third~~first quarter of 2013, we recognized $0.5 million in interest income on the Preferred Equity Investment, and $0.1 in other miscellaneous income. In the first quarter of 2012, we recognized ~~$51,000 in interest income, and a loss of $33,000 on the disposition of surplus FF&E. In the third quarter of 2011, we recognized $1.4~~$0.1 million in interest ~~income primarily related to the Royal Palm note, which we sold in October 2011. During the third quarter of 2011, we also recognized $0.1 million in~~and other miscellaneous income.

~~Table of Contents~~

Interest and other income totaled $0.2 million for the nine months ended September 30, 2012, and $3.0 million for the nine months ended September 30, 2011. In the first nine months of 2012, we recognized $0.2 million in interest income. In the first nine months of 2011, we recognized $2.8 million in interest income, including $2.6 million related to the Royal Palm note, which we sold in October 2011. During the first nine months of 2011, we also recognized income of $0.1 million on sales and dispositions of surplus FF&E and $0.1 million in other miscellaneous income.

Interest expense. We incurred interest expense as follows (in thousands):

	Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011		Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Interest expense	$	18,417	$	17,841	$	55,095	$	50,351	$	16,810		$	18,074
Loss on derivatives	96		1,087		595		2,091
(Gain) loss on derivatives									(157		)	76
Accretion of Senior Notes	267		270		791		792		3			266
Amortization of deferred financing fees	929		823		2,825		2,215		758			943
Write-off of deferred financing fees	—		—		3		—
									$	17,414		$	19,359
	$	19,709	$	20,021	$	59,309	$	55,449

Interest expense decreased ~~$0.3~~$1.9 million, or ~~1.6%~~10.0%, during the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the same period during 2011 due primarily to a $1.0 million decrease in interest expense related to our interest rate cap and swap agreements as a $1.0 million reduction in loss on our interest rate swap agreement was partially offset by a nominal increase in losses on our interest rate cap agreements. This decrease in interest expense related to our interest rate cap and swap agreements was partially offset by increases in our mortgage interest expense and our amortization of deferred financing fees.2012. Interest expense ~~incurred~~ on our debt and capital lease obligations ~~increased $0.6~~decreased $1.3 million during the ~~third~~first quarter of ~~2012~~2013 as compared to the ~~third~~first quarter of ~~2011 primarily~~2012 due to our acquisition of the Hyatt Chicago Magnificent Mile, which included the assumption of a building lease that we determined should be accounted for as a capital lease, and due to increases in the variable interest rates on our non-recourse loans secured by the Doubletree Guest Suites Times Square and Hilton San Diego Bayfront. These increases to our mortgage interest expense were partially offset by our refinancing in October 2011 of $270.0 million of non-recourse senior mortgage and mezzanine debt secured by the Doubletree Guest Suites Times Square with a new $180.0 million non-recoursereduced loan ~~and our repayment in~~balances. In April 2012, ofwe repaid a $32.2 million loan secured by the Renaissance Long ~~Beach. Amortization~~Beach, and in January 2013, we repurchased $58.0 million of ~~deferred financing fees increased $0.1 million during the third quarter of 2012 as compared to the same period~~our Senior Notes. These decreases in 2011 due to additional fees paid in the fourth quarter of 2011 in association with refinancing of the Doubletree Guest Suites Times Square, as well as to fees incurred in the third quarter of 2012 to amend our credit facility.

~~Interest expense increased $3.9 million, or 7.0%, during the nine months ended September 30, 2012 as compared to the same period during 2011. Interest expense incurred on~~ our debt obligations and ~~capital lease obligations increased $4.7 million during the first nine months of 2012 as compared to the same period~~related decreases in 2011 primarily due to increased loan balances as we assumed $270.0 million of non-recourse senior mortgage and mezzanine debt in connection with our acquisition of the outside 62.0% equity interests in our Doubletree Guest Suites Times Square joint venture in January 2011 (which loan we refinanced in October 2011 with a new $180.0 million non-recourse loan), and a $42.2 million loan in connection with our acquisition of the JW Marriott New Orleans. Our loan balances also increased due to a $240.0 million loan entered into by our Hilton San Diego Bayfront joint venture in April 2011. These increases in our loan balancesinterest expense were partially offset by ~~our repayment~~an increase in April 2012 of a $32.2 million loan secured by the Renaissance Long Beach. Interest expense on our debt obligations also increased due to increases in the variable interest rates on our non-recourse loans secured by the Doubletree Guest Suites Times Square and Hilton San Diego Bayfront. Interest expense on our capital lease ~~obligation also increased during the first nine months of 2012 as compared to the same period in 2011~~obligations and related interest expense due to our acquisition of the Hyatt Chicago Magnificent Mile, which included the assumption of a building lease that we determined should be accounted for as a capital lease. ~~In addition, interest~~Interest expense ~~increased~~related to our derivatives decreased $0.2 million during the first ~~nine months~~quarter of 2013 as compared to the first quarter of 2012 due to our recording a gain on our interest rate cap and swap agreements in 2013 as compared to a loss during the same period in 2012. Interest expense related to the accretion of our Senior Notes decreased $0.3 million during the first quarter of 2013 as compared to the same period in ~~2011~~2012 due to ~~a $0.6 million increase~~the fact that the Senior Notes were fully accreted to their face value as of the first put date in January 2013. Interest expense related to amortization of deferred financing fees related to additional fees paid in 2011 in association with our Doubletree Guest Suites Times Square, JW Marriott New Orleans and Hilton San Diego Bayfront acquisitions, as well as to fees incurred on our refinancing of the Doubletree Guest Suites Times Square and to amend our line of credit. These increases were partially offsetdecreased $0.2 million during the first ~~nine months~~quarter of ~~2012~~2013 as compared to the same period in ~~2011~~2012 due to the repayment of the loan secured by ~~a $1.5 million decrease~~the Renaissance Long Beach in ~~interest expense~~April 2012, combined with the fact that the deferred financing fees related to ~~our interest rate cap and swap agreements~~the Senior Notes were fully amortized as ~~a $1.7 million reduction~~of the first put date in ~~loss on our interest rate swap agreement was~~January 2013, partially offset by ~~a $0.2 million~~an increase in ~~losses on~~deferred financing fees incurred to amend our ~~interest rate cap agreements.~~line of credit in September 2012.

Table of Contents

Our weighted average interest rate per annum on debt included in our continuing operations, including ~~the effect of~~ our ~~interest rate derivatives,~~variable-rate debt obligations, was approximately 4.9% at March 31, 2013 and 5.0% at ~~September 30, 2012~~March 31, 2012. Approximately 68.2% and ~~4.5% at September 30, 2011. Approximately 70.2% and 67.0%~~69.7% of our outstanding notes payable included in our continuing operations had fixed interest rates at ~~September 30,~~March 31, 2013 and 2012, ~~and 2011,~~ respectively.

~~Table of Contents~~

Loss on extinguishment of debt. Loss on extinguishment of debt totaled ~~zero~~$44,000 for the three months ended March 31, 2013 and $0.2 million for the three ~~and nine~~ months ended ~~September 30, 2012, respectively,~~March 31, 2012. During the first quarter of 2013, we recognized a loss of $44,000 due to the repurchase and ~~zero for both~~redemption of the ~~three and nine months ended September 30, 2011.~~remaining $58.0 million aggregate principal amount of the Senior Notes. During the first quarter of 2012, we recognized a loss of $0.2 million due to the repurchase ~~and cancellation~~ of $4.5 million in aggregate principal amount of the Senior Notes.

~~Gain on remeasurement of equity interests.~~Income tax provision. ~~Gain on remeasurement of equity interests~~Income tax provision totaled ~~zero for both the three and nine months ended September 30, 2012, and zero and $69.2~~$6.2 million for the three ~~and nine~~ months ended ~~September 30, 2011, respectively. In January 2011, we purchased~~March 31, 2013 and zero for the outside interests in both our Doubletree Guest Suites Times Square joint venture and our BuyEfficient joint venture, and became the sole owner of both entities. Previously, our investment in the Doubletree Guest Suites Times Square joint venture consisted of a 38.0% equity interest in the hotel and a $30.0 million, 8.5% mezzanine loan maturing in January 2017 secured by the equity interests in the hotel.three months ended March 31, 2012. During the ~~fourth~~first quarter of 2013, we recognized income tax expense of $4.7 million due to a resolution reached with the Internal Revenue Service (“IRS”). The Company leases its hotels to the TRS Lessee and its subsidiaries, which are subject to federal and state income taxes. In the first quarter of 2013, the IRS issued a notice of proposed adjustment to us, challenging certain aspects of our leases with our TRS Lessee and its subsidiaries. Though we believe our leases comply with all Code requirements, we determined that the costs associated with defending our position were greater than the benefits that might result therefrom. As such, we accrued $4.7 million in March 2013 related to the IRS’s audit of tax years 2008, 2009 and 2010, including $0.6 million in accrued interest. We recorded additional income tax expense of $1.5 million during the ~~Doubletree Guest Suites Times Square recorded an impairment loss, effectively reducing~~first quarter of 2013 based on the ongoing evaluations of our ~~investment in~~uncertain tax positions related to the ~~partnership to zero as of~~year ended December 31, ~~2009. In conjunction~~2012, and as a result of our recent resolution of outstanding issues with the acquisition of the outside 62.0% equity interests in the Doubletree Guest Suites Times Square in January 2011, we adjusted both our investment in the Doubletree Guest Suites Times Square joint venture and the mezzanine loan to their fair market values, and recorded gains totaling $60.5 million on the remeasurement. In addition, in conjunction with the acquisition of the outside 50.0% equity interest in the BuyEfficient joint venture in January 2011, we adjusted our investment up to its fair market value, and recorded a gain of $8.7 million on the remeasurement.IRS.

Income from discontinued operations. As described under “—Investing Activities—Dispositions” and in accordance with the Property, Plant and Equipment Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), income from discontinued operations included the results of operations, along with any losses on extinguishment of debt and gains on sales for the following properties:

Properties:	Rooms:	Disposition Date:
2013:
Kahler Grand (1)	660	January 25, 2013
Kahler Inn & Suites	271	January 25, 2013
Marriott Rochester (1)	202	January 25, 2013
Residence Inn by Marriott Rochester	89	January 25, 2013
Textile Care Services Rochester	—	January 25, 2013
2012:
Doubletree Guest Suites Minneapolis	229	September 14, 2012
Hilton Del Mar	257	September 14, 2012
Marriott Troy	350	September 14, 2012
Office building adjacent to the Marriott Troy	—	September 14, 2012
Marriott Del Mar	284	August 23, 2012
Total rooms	2,342

(1)During 2012, the Company subtracted eight rooms from the Kahler Grand and one room from the Marriott Rochester, bringing the hotel room counts to 660 and 202, respectively.

Income from discontinued operations for the three months ended March 31, 2013 includes activity for the four hotels and one commercial laundry facility sold in 2013. Income from discontinued operations for the three months ended March 31, 2012 includes activity for four hotels and one commercial laundry facility sold in 2013, along with the four hotels and one office building sold during 2012. Income from discontinued operations for the first quarter of 2012 also includes property tax refunds and reimbursements for certain transaction-related invoices for the Royal Palm Miami Beach, which we sold in April 2011. Income from discontinued operations is as follows (in thousands):

	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011			Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011			Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Operating revenues	$	13,412		$	17,637		$	38,848		$	55,794		$	3,690		$	26,987
Operating expenses	(9,131		)	(13,170		)	(28,464		)	(43,210		)	(3,686		)	(19,778		)
Interest expense	(1,435		)	(1,932		)	(4,894		)	(5,761		)	(99		)	(2,144		)
Depreciation and amortization expense	(977		)	(1,686		)	(4,651		)	(6,767		)	—			(3,874		)
Impairment loss	—			—			—			(1,495		)
Gain on extinguishment of debt	—			—			—			18,145
Gain (loss) on sale of hotels	38,115			(52		)	38,292			13,966
Loss on extinguishment of debt													(3,115		)
Gain on sale of assets													51,620			177
													$	48,410		$	1,368
	$	39,984		$	797		$	39,131		$	30,672

~~As described under “—Investing Activities—Dispositions,” we sold four hotels and an office building adjacent to one~~32

Table of the sold hotels in the third quarter of 2012. In addition, during the first quarter of 2012, we received notice regarding real estate and personal property tax refunds of $0.3 million due to us on the Royal Palm Miami Beach (which we sold in April 2011), relating to our ownership periods during the 2010 and 2011 tax years. In addition, we received a total of $4.2 million from the special servicer in March 2012 related to the Royal Palm Miami Beach, $4.0 million of which relieved receivables previously recorded on our balance sheet related to the hotel’s subordinate debt which we purchased prior to our acquisition of the hotel and to prior owner real estate taxes which we had previously paid, and $0.2 million of which reimbursed us for certain transaction related invoices. We recorded the $0.2 million to discontinued operations during the first quarter of 2012. During 2011, we sold two hotels and a commercial laundry facility, and we recorded an $18.1 million gain on extinguishment of debt during the second quarter of 2011 due to the resolution of all contingencies relating to five hotels which we deeded back to the lender in 2010 as part of our 2009 secured debt restructuring program. Consistent with the Property, Plant and Equipment Topic of the FASB ASC, we recorded the Royal Palm Miami Beach transactions which occurred during the first quarter of 2012, along with the gain on extinguishment of debt which occurred during the second quarter of 2011 to discontinued operations. We also reclassified the results of operations for the four hotels and the office building sold in 2012 along with the two hotels and the commercial laundry facility sold in 2011, to discontinued operations as applicable for the three and nine months ended September 30, 2012 and 2011.Contents

~~(Income) loss~~Income from consolidated joint venture attributable to non-controlling ~~interest.~~ interest~~(Income) loss~~. Income from consolidated joint venture attributable to non-controlling interest totaled ~~income of $0.8 million and $1.7~~$0.3 million for the three ~~and nine~~ months ended ~~September 30, 2012, respectively,~~March 31, 2013, and ~~a loss of $31,000 and income of $0.2~~$0.6 million for the three ~~and nine~~ months ended ~~September 30, 2011, respectively. In April 2011 we purchased a 75.0% majority interest in the entity that owns the Hilton San Diego Bayfront.~~March 31, 2012. Consistent with the Presentation Topic of the FASB ASC, our net income (loss) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~ includes 100% of the net income ~~(loss)~~ generated ~~during our ownership period~~ by the entity that owns the Hilton San Diego Bayfront. The outside 25.0% interest in the entity that owns the Hilton San Diego Bayfront earned net income of ~~$0.8~~$0.3 million and ~~$1.7~~$0.6 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012, ~~respectively, and a net loss of $31,000 and net income of $0.2 million for the three and nine months ended September 30, 2011,~~ respectively.

~~Table of Contents~~

Distributions to non-controlling interest. Distributions to non-controlling interest totaled $8,000 ~~and $24,000~~ for both the three ~~and nine~~ months ended ~~September 30, 2012, respectively,~~March 31, 2013 and ~~$8,000 and $22,000 for the three and nine months ended September 30, 2011, respectively.~~2012. We ~~purchased the outside 62.0% common stock equity interest in the Doubletree Guest Suites Times Square joint venture in January 2011, and, as a result, we became~~are the sole common stockholder of the captive REIT that owns the ~~hotel.~~Doubletree Guest Suites Times Square. Preferred dividends earned by investors from the entity that owns the Doubletree Guest Suites Times Square, net of related administrative fees totaled $8,000 ~~and $24,000~~ for both the three ~~and nine~~ months ended ~~September 30, 2012, respectively,~~March 31, 2013 and ~~$8,000 and $22,000 for the three and nine months ended September 30, 2011, respectively.~~2012.

Preferred stock ~~dividends.~~dividends and redemption charge. Preferred stock dividends and redemption charge totaled ~~$7.4 million and $22.3~~$10.9 million for the three ~~and nine~~ months ended ~~September 30, 2012, respectively,~~March 31, 2013, as compared to $7.4 million ~~and $19.9 million~~ for the three ~~and nine~~ months ended ~~September 30, 2011, respectively. In April 2011,~~March 31, 2012. During the three months ended March 31, 2013, we ~~issued 4,600,000~~recognized a $4.6 million redemption charge on our Series A preferred stock related to the original issuance costs of the Series A preferred stock, which were previously included in additional paid in capital. This increase was partially offset by a decrease in preferred stock dividends due to our redemption of all 7,050,000 shares of Series DA preferred stock ~~causing us to incur an additional $2.4 million in dividends during the nine months ended September 30, 2012.~~on March 1, 2013.

Undistributed income allocated to unvested restricted stock compensation. In accordance with the Earnings Per Share Topic of the FASB ASC, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. As such, undistributed income of ~~$0.4~~$0.2 million and ~~$0.2 million~~zero for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012, ~~respectively, and zero and $0.6 million for the three and nine months ended September 30, 2011,~~ respectively, were allocated to the participating securities.

Investing Activities

Acquisitions. We believe we are in the ~~first half~~middle phase of a potentially prolonged cyclical lodging industry recovery. Accordingly, we further believe that hotels acquired over the next several quarters are likely to benefit from a multi-year recovery in hotel profitability, and may create long-term value in excess of our investment hurdles. ~~During 2011 and year-to-date in 2012,~~Therefore, we have made several selective acquisitions including: the purchase of the outside 62.0% equity interests in our Doubletree Guest Suites Times Square joint venture in January 2011; the purchase of the outside 50.0% equity interest in our BuyEfficient joint venture in January 2011; the purchase of the JW Marriott New Orleans in February 2011; the purchase of a 75.0% majority interest in a joint venture that owns the Hilton San Diego Bayfront in April 2011; the purchase of the Wyndham Chicago in June 2012 (which we immediately rebrandedselectively acquired two hotels during 2012: the Hyatt Chicago Magnificent ~~Mile);~~Mile in June 2012; and ~~the purchase of~~ the Hilton Garden Inn Chicago Downtown/Magnificent Mile in July 2012. In addition, we acquired the Hilton New Orleans St. Charles Avenue on May 1, 2013, and we are currently under contract to purchase the Boston Park Plaza, which we expect to close in or before July 2013.

On June 4, 2012, we purchased the leasehold interest in the 417-room Wyndham Chicago located in Chicago, Illinois for a contractual purchase price of $88.425 million. The acquisition was funded with $29.7 million of cash on hand (including $0.3 million of proration credits) and the issuance of 5,454,164 shares of our common stock, the “Wyndham stock consideration.” The Wyndham stock consideration was determined by dividing $58.425 million by the product of (1) the closing price of $10.71 on the NYSE of our common stock on May 2, 2012 and (2) 1.03. In connection with this acquisition, we entered into a registration rights agreement requiring us to register the Wyndham stock consideration. We prepared the registration statement on Form S-3, which we filed with the SEC as required on June 4, 2012. Based on the $9.38 closing price of the Company’s common stock on the NYSE on June 4, 2012, the total purchase price of the Wyndham Chicago hotel for accounting purposes was $81.16 million, excluding proration adjustments and closing costs. Upon closing, we terminated the existing management agreement and entered into a new management agreement with Davidson Hotels & Resorts. We rebranded the hotel the Hyatt Chicago Magnificent Mile and immediately commenced planning for a $25.0 million renovation program (a portion of which will be funded by Hyatt Corporation).

While our primary focus is on acquiring branded, urban, ~~upper-upscale~~upper upscale hotels, our acquisition program is aimed at generating attractive risk-adjusted returns on our investment dollars, and therefore we may target lodging assets outside of the typical branded, urban, upper upscale profile represented by our existing portfolio in order to capitalize on opportunities which may arise. We intend to select the brands and operators for our hotels that we believe will lead to the highest returns. Additionally, the scope of our acquisitions program may include large hotel portfolios or hotel loans. Future acquisitions may be funded by our issuance of additional debt or equity securities, including our common and preferred OP units, or by draws on our $150.0 million senior corporate credit facility ~~which we~~ entered into in November 2010 and amended in September 2012. However, in light of our current financial objectives, we expect to fund any ~~near-term~~near term acquisitions with a greater proportion of equity capital than debt capital.

Dispositions. We have from time to time divested of assets that no longer fit our target profile, will not offer long-term returns in excess of our cost of capital, or that have high risk relative to their anticipated returns. In connection with this strategy, during 2012 and the ~~nine~~first three months ~~ended September 30, 2012,~~of 2013, we sold ~~four hotels~~eight hotels: the Marriott Del Mar in August 2012; the Doubletree Guest Suites Minneapolis, the Hilton Del Mar, and the Marriott Troy in September 2012; and the Rochester Hotels in January 2013. In addition, we sold an office building adjacent to one of the sold hotels: the Marriott Del Mar, located in San Diego, California; the Doubletree Guest Suites Minneapolis, located in Minneapolis, Minnesota; the Hilton Del Mar, located in San Diego, California; the Marriott Troy ~~located~~ in ~~Troy, Michigan;~~September 2012, and ~~an office building next to~~ the ~~Marriott Troy.~~commercial laundry facility included with the Rochester Portfolio in January 2013.

In January 2013, we sold the Rochester Portfolio to an unaffiliated third party, for net proceeds of $195.6 million, of which $6.0 million was used to pay refundable deposits towards two potential hotel acquisitions and $139.4 million is currently held by an accommodator in order to facilitate a potential tax-deferred exchange. We recognized a net gain on the sale of $51.6 million. We retained the $25.0 million Preferred Equity Investment in the Rochester Hotels that yields an 11% dividend, resulting in a deferred

4033

Table of Contents

~~In August 2012, we completed the sale of the Marriott Del Mar for a gross sales price of $66.0 million, and recognized a~~ gain on the sale of ~~$25.5~~$25.0 million. The $25.0 million gain will be deferred until the Preferred Equity Investment is repaid. We also provided a $3.7 million working cash advance to the buyer, resulting in a deferred gain on the sale of $3.7 million. The $3.7 million gain will be deferred until we are repaid from the Rochester Portfolio’s available cash flow. In addition, we retained a $14.0 million liability related to the Rochester Portfolio’s pension plan, which could be triggered in certain circumstances, including termination of the ~~hotel assumed~~pension plan. The recognition of the ~~$47.1~~$14.0 million pension plan liability reduced our gain on the sale of the Rochester Portfolio. The $14.0 million gain will be recognized, if at all, when and to the extent we are released from any potential liability related to the Rochester Portfolio’s pension plan. Concurrent with the Rochester Portfolio sale, we extinguished the outstanding $26.7 million mortgage secured by the ~~hotel, resulting in our receipt~~Kahler Grand for a total cost of ~~net proceeds totaling $17.7~~$29.8 million, ~~after proration adjustments and closing costs. In addition, we wrote off $48,000 in deferred financing fees in conjunction with~~prepaid the ~~buyer’s assumption of the debt~~$0.4 million loan secured by the ~~Marriott Del Mar.~~

In September 2012, we completed the Portfolio Sale for a gross sales price of $105.0 million, and recognized a $12.7 million gain on the sale. The buyer of the portfolio assumed three separate mortgages secured by the hotels totaling $75.6 million: Doubletree Guest Suites Minneapolis $16.9 million; Hilton Del Mar $24.4 million; and Marriott Troy $34.3 million. In addition, the buyer of the portfolio assumed a $2.2 million liability for deferred management fees payable to the Marriott Troy’s third-party manager. We received net proceeds on the portfolio sale of $28.6 million after proration adjustments, closing costs and the debt and deferred management fee assumptions. In addition, we wrote off $137,000 in deferred financing fees in conjunction with the buyer’s assumption of the debt secured by the three hotels.

~~In 2011, we sold the Royal Palm Miami Beach and the Valley River Inn, which are located in Florida and Oregon, respectively, as well as a~~ commercial laundry facility, ~~located~~and recorded a loss on extinguishment of debt of $3.1 million which is included in ~~Utah.~~discontinued operations.

Liquidity and Capital Resources

Historical. During the periods presented, our ~~primary~~ sources of cash included our operating activities, working capital, sales of hotel properties and other assets, ~~and~~ proceeds from ~~issuance of notes payable and~~ our credit facility and ~~offerings of~~proceeds from our common ~~and preferred stock.~~stock offerings. Our primary uses of cash were for acquisitions of hotel properties, ~~and other assets,~~ capital expenditures for hotels, operating expenses, repayment of notes payable (including repurchases of Senior Notes) and our credit facility, repurchases of our preferred stock, dividends on our preferred stock and distributions to our joint venture partners. We cannot be certain that traditional sources of funds will be available in the future.

Operating activities. Our net cash provided by or used in ~~or provided by~~ operating activities fluctuates primarily as a result of changes in RevPAR and operating cash flow of our hotels. Our net cash provided by or used in ~~or provided by~~ operating activities may also be affected by changes in our portfolio resulting from hotel acquisitions, dispositions or renovations. Net cash provided by operating activities was ~~$129.3~~$13.4 million for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 compared to ~~$119.0~~$17.7 million for the ~~nine~~three months ended ~~September 30, 2011.~~March 31, 2012. This ~~increase~~decrease was primarily due to ~~our acquisitions~~a decrease in accrued payroll and employee benefits due to the timing of ~~hotels, combined with increased earnings at our existing hotels.~~such payments.

Investing activities. Our net cash provided by or used in ~~or provided by~~ investing activities fluctuates primarily as a result of acquisitions, dispositions and renovations of hotels. Net cash ~~used in~~provided by investing activities during the first ~~nine~~three months of ~~2012~~2013 compared to net cash used during the first ~~nine~~three months of ~~2011~~2012 was as follows (in thousands):

Nine Months Ended
September 30, 2012

Nine Months Ended
September 30, 2011

Proceeds from sales of hotel properties and other assets

$
46,363

$
40,002

Restricted cash — replacement reserve

(8,922
)
(5,453
)
Acquisitions of hotel properties and other assets

(120,003
)
(263,264
)
Renovations and additions to hotel properties and other real estate

(76,639
)
(82,433
)
Payment for interest rate derivative

—

(133
)

$
(159,201
)
$
(311,281
)

	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Proceeds from sale of hotel properties and other assets	$	195,616		$	11
Cash proceeds held by accommodator	(139,434		)	—
Restricted cash — replacement reserve	9,167			593
Acquisition deposits	(6,000		)	(2,500		)
Renovations and additions to hotel properties and other assets	(37,149		)	(21,786		)
	$	22,200		$	(23,682	)

Net cash ~~used in~~provided by investing activities was ~~$159.2~~$22.2 million during the first three months of 2013 compared to net cash used of $23.7 million for the ~~nine~~three months ended ~~September 30, 2012 compared to $311.3 million for~~March 31, 2012. During the ~~nine~~three months ended ~~September 30, 2011. During the nine months ended September 30, 2012,~~March 31, 2013, we received ~~total~~ proceeds of ~~$46.4~~$195.6 million from the sales of four hotels and an office building adjacent to one of the sold hotels, including $17.7 million for the Marriott Del Mar and $28.6 million from the Portfolio Sale, and an additional $33,000 from the sale of ~~surplus FF&E. This cash~~

~~Table~~the Rochester Portfolio, of ~~Contents~~

~~inflow~~which $6.0 million was ~~offset~~used to pay refundable deposits towards two potential hotel acquisitions (including $1.0 million towards our acquisition of the Hilton New Orleans St. Charles Avenue and $5.0 million towards our acquisition of the Boston Park Plaza), leaving $139.4 million currently held by an accommodator in order to facilitate a potential tax-deferred exchange. During the ~~following cash outflows: $8.9 million as~~first quarter of 2013, we ~~increased the balance in~~also decreased our restricted cash ~~replacement reserve accounts; $120.0~~by $9.2 million, ~~to acquire two hotels, including $29.7 million~~and paid to acquire the Hyatt Chicago Magnificent Mile, partially offset by $21,000 of unrestricted cash received upon acquisition and $90.3 million paid to acquire the Hilton Garden Inn Downtown/Magnificent Mile, partially offset by $11,000 of unrestricted cash received upon acquisition; and $76.6$37.1 million for renovations and additions to our portfolio.

During the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, we received ~~net~~ proceeds of $40.0 million, including $39.8 million from the sale of the Royal Palm Miami Beach, $0.1 million from the sale of our commercial laundry facility located in Salt Lake City, Utah, and an additional $0.1 million$11,000 from the sale of surplus FF~~&E. This cash inflow was offset as~~&E, and we ~~increased~~decreased the balance in our restricted cash replacement reserve accounts by ~~$5.5~~$0.6 million. These cash inflows were offset as we paid a deposit of $2.5 million towards the acquisition of the Hilton Garden Inn Chicago Downtown/Magnificent Mile, and paid cash of ~~$263.3 million to acquire hotel properties and other assets, paid cash of $82.4~~$21.8 million for renovations and additions to our portfolio and paid cash of $0.1 million for an interest rate cap derivative agreement. The $263.3 million total cash paid for acquisitions during the first nine months of 2011 is comprised of the following: $37.5 million for the outside 62.0% equity interests in our Doubletree Guest Suites Times Square, partially offset by $13.0 million of unrestricted cash received upon acquisition; $51.6 million for the JW Marriott New Orleans; $182.8 million for the 75.0% majority interest in the entity that owns the Hilton San Diego Bayfront, partially offset by $3.7 million of unrestricted cash received upon acquisition; and $9.0 million for the outside 50.0% equity interest in our BuyEfficient joint venture, partially offset by $0.9 million of unrestricted cash received upon acquisition.portfolio.

Financing activities. Our net cash provided by or used in financing activities fluctuates primarily as a result of our issuance of common stock and our issuance and repayment of notes payable (including the repurchase of Senior Notes) and our credit facility, and ~~the~~our issuance and repurchase of other forms of capital, including preferred ~~equity and common stock.~~equity. Net cash provided by financing activities was ~~$44.6~~$15.5 million for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 compared to ~~$75.6~~net cash used of $18.6 million for the ~~nine~~three months ended ~~September 30, 2011.~~March 31, 2012. Net cash provided byin financing activities ~~for~~during the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 consisted of ~~$126.1 million in net proceeds received from the issuance of common stock, including $126.2~~$294.9 million in net proceeds received from our issuance of common stock ~~offering offset by $0.1 million in fees related to shares issued to the seller of the Hyatt Chicago Magnificent Mile,~~ and ~~$15.0~~$30.0 million in proceeds received from ~~a draw on~~ our credit facility. These cash inflows were partially offset by ~~$63.5~~the following cash outflows: $176.3 million paid to redeem all of our Series A preferred stock; $119.8 million in principal payments on our notes payable and credit facility, including ~~$32.2~~$58.0 million to ~~repay~~repurchase our Senior Notes, $26.7 million to extinguish the existing mortgage ~~secured by~~on the ~~Renaissance Long Beach, $15.0~~Kahler Grand, $0.4 million to prepay the existing mortgage on the commercial laundry facility included in the Rochester Portfolio, $30.0 million to repay a draw on our credit facility and ~~$16.3~~$4.7 million of principal payments on our notes ~~payable. In addition, we paid $4.6~~payable; $3.1 million toin costs incurred on our repurchase ~~a portion~~ of ~~our~~the Senior Notes, ~~$1.3 million in deferred financing costs to amend~~ our ~~credit facility, $22.3~~extinguishment of the Kahler Grand mortgage and our repayment of the commercial laundry mortgage; $9.8 million in preferred dividends to our ~~stockholders,~~stockholders; and ~~$4.8~~$0.5 million in distributions to the non-controlling interests in our hotels.

Table of Contents

Net cash ~~provided by~~used in financing activities ~~for~~during the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 consisted of $110.9 million in net proceeds received from the issuance of our Series D preferred stock, and $240.0 million in proceeds received from the issuance of a note payable to our Hilton San Diego Bayfront joint venture. These cash inflows were partially offset by $252.2 million in principal payments on notes payable, including $233.8 million to repay an existing mortgage upon our acquisition of the Hilton San Diego Bayfront joint venture and $18.4$10.2 million of principal payments on our notes ~~payable. In addition, we paid $4.8~~payable, including $4.5 million to repurchase a portion of our Senior Notes, $0.1 million in ~~deferred financing~~ costs ~~related to~~incurred on our ~~assumptions~~repurchase of ~~debt on~~ the ~~Doubletree Guest Suites Times Square and the JW Marriott New Orleans, the issuance~~Senior Notes, $7.4 million of ~~a note payable to our Hilton San Diego Bayfront joint venture, and our line of credit. We also paid~~ preferred dividends ~~totaling $17.6 million~~paid to our stockholders and $0.9 million of distributions ~~of $0.8 million~~ to ~~the non-controlling interests~~partners in our ~~hotels.~~joint ventures.

Future. We expect our primary uses of cash to be for acquisitions of hotels, including possibly hotel portfolios, capital investments in our hotels, operating expenses, repayment of principal on our notes payable and credit facility, interest expense, dividends and ~~dividends.~~redemptions of our preferred stock. We expect our primary sources of cash will continue to be our operating activities, working capital, notes payable, ~~dispositions~~distributions of hotel properties, and proceeds from public and private offerings of debt securities and common and preferred stock. Our financial objectives include the measured improvement of our credit ratios, maintenance of appropriate levels of liquidity, and a gradual reduction in our financial leverage. In light of our leverage objectives, in the near-term, we expect to fund acquisitions largely through the issuance of equity in order to grow the quality and scale of our portfolio while reducing our leverage. Our acquisitions of the Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile in June 2012 and July 2012, respectively, were consistent with this strategy. Our ability to raise funds through the issuance of equity securities depends on, among other things, general market conditions for hotel companies and REITs and market perceptions about us. We will continue to analyze alternate sources of capital in an effort to minimize our capital costs and maximize our financial flexibility. However, when needed, the capital markets may not be available to us on favorable terms or at all.

We believe that our current cash balance, our cash flow from operations, our access to capital markets and our unencumbered properties will provide us with sufficient liquidity to meet our current operating expenses and other expenses directly associated with our business (including payment of dividends on our capital stock, if declared) for the foreseeable future, and in any event for at least the next 12 months.

Debt. ~~In February 2012,~~Concurrent with the Rochester Portfolio sale in January 2013, we repurchased $4.5 million in aggregate principal amount of our Operating Partnership’s 4.60% exchangeable senior notes (the “Senior Notes”) for $4.57 million, including $13,000 in interest, using our existing cash. Afterextinguished the repurchase, such Senior Notes were cancelled. We wrote off $47,000 in deferred financing fees and $0.1 million of the Senior Notes discount, and recognized a loss of $0.2 million on this early extinguishment of debt.

~~Table of Contents~~

In April 2012, we used existing cash to repay the remaining $32.2 million balance of the non-recourse mortgage secured by the Renaissance Long Beach. In connection with this repayment, we wrote off $3,000 in deferred financing fees.

~~In August 2012, we completed the sale of the Marriott Del Mar for a gross sales price of $66.0 million, including the buyer’s assumption of the $47.1~~outstanding $26.7 million mortgage secured by the ~~hotel,~~Kahler Grand for a total cost of $29.8 million, prepaid the $0.4 million loan secured by the commercial laundry facility, and ~~wrote off $48,000~~recorded a loss on extinguishment of debt of $3.1 million which is included in ~~related deferred financing fees.~~discontinued operations.

In ~~September 2012,~~January 2013, we ~~completed~~validly tendered, accepted and repurchased $42.0 million of Senior Notes pursuant to a tender offer, and we redeemed the ~~Portfolio Sale for a gross sales price of $105.0~~remaining $16.0 million ~~including the buyer’s assumption~~ of the ~~three mortgages secured by~~Senior Notes. We funded the ~~hotels totaling $75.6 million, and wrote off $137,000 in related deferred financing fees.~~

In September 2012, we amended and restated our $150.0 million senior unsecured revolving credit facility, which was scheduled to mature in November 2013. The pricing on the amended revolving credit facility was significantly reduced and the 1% LIBOR floor was eliminated. The maturity of the credit facility was extended to November 2015 with an option to extend to November 2016. The amended credit facility’s interest rate is based on a pricing grid with a range of 175 to 350 basis points, which represents a reduction from the previous grid that ranged from 325 to 425 basis points over LIBOR depending on our leverage ratio. The credit facility also includes an accordion option that allows us to request additional lender commitments up to a total ~~of $350.0 million. We paid $1.3~~$58.0 million in ~~deferred financing fees in conjunction~~Senior Note redemptions with available cash, leaving no future amounts outstanding related to the Senior Notes. We recognized a loss of $44,000 on this ~~amendment, which will be amortized over the term~~extinguishment of the amended credit facility. The credit facility currently has no outstanding borrowings; however, as of September 30, 2012, we have $3.8 million in outstanding irrevocable letters of credit backed by the credit facility.debt.

As of ~~September 30, 2012,~~March 31, 2013, we had ~~$1.4~~$1.3 billion of debt, ~~$241.3~~$417.2 million of cash and cash equivalents, including restricted cash, and total assets of ~~$3.1~~$3.2 billion. We believe that by controlling debt levels, staggering maturity dates and maintaining a highly flexible capital structure, we can maintain lower capital costs than more highly leveraged companies, or companies with limited flexibility due to restrictive corporate-level financial covenants.

As of ~~September 30, 2012,~~March 31, 2013, all of our outstanding debt had fixed interest rates, except the ~~$235.5~~$233.9 million non-recourse mortgage on the Hilton San Diego Bayfront and the $180.0 million non-recourse mortgage on the Doubletree Guest Suites Times Square, both of which are subject to interest rate cap agreements. The interest rate cap agreement on the Hilton San Diego Bayfront mortgage ~~matures~~matured in April 2013, and capped the 3-month LIBOR rate at 3.75%. In April 2013, we purchased a new cap agreement on the Hilton San Diego Bayfront mortgage for $12,200, which caps the 3-month LIBOR rate at 3.75%~~. The~~ and matures in April 2015.The interest rate cap agreement on the Doubletree Guest Suites Times Square mortgage matures in October 2015, and caps the 3-month LIBOR rate at 4.0%. The majority of our mortgage debt is in the form of single asset loans. We currently believe this structure is appropriate for the operating characteristics of our business and provides flexibility for assets to be sold subject to the existing debt, and as evidenced by our 2009 secured debt restructuring program, in instances where asset values have declined to levels below the principal amount of the associated mortgage, non-recourse single asset mortgages may limit the degradation in value experienced by our stockholders by shifting a portion of asset risk to our secured lenders.

As of ~~September 30, 2012,~~March 31, 2013, the weighted average term to maturity of our debt is approximately ~~5.3~~4 years, and ~~70.2%~~68.2% of our debt is fixed rate with a weighted average interest rate of ~~5.5%~~5.6%. ~~The weighted average interest rate on all of~~Including our variable-rate debt ~~at September 30, 2012 is 5.0% (including the effect of our interest rate derivative agreements~~obligations based on the variable rates at ~~September 30, 2012). Our first loan maturity consists of~~March 31, 2013, the ~~Senior Notes, assuming we repay the remaining balance of $58.0 million at the first put date in January 2013. We expect to repay the remaining Senior Notes balance with existing cash.~~weighted average interest rate on our debt is 4.9%.

Financial Covenants. We are subject to compliance with various covenants under the Series C preferred ~~stock and the Senior Notes. With respect to our Series C preferred stock, if~~stock. If we fail to meet certain financial ratios for four consecutive quarters, a financial ratio violation will occur. During the continuation of a financial ratio violation, among other things, we would be restricted from paying dividends on our common stock, and may incur a 50 basis point per quarter dividend increase on the Series C preferred stock. Additionally, the Series C preferred stockholders would gain the right to appoint one board member. We do not currently expect to incur a financial ratio violation. On May 6, 2013, we announced our intention to redeem all 4,102,564 shares of our Series C preferred stock. The redemption date will be May 31, 2013. The Series C preferred stock will be redeemed at a redemption price of $24.375 per share, plus accrued and unpaid dividends up to and including the redemption date. After the redemption date, we will have no outstanding shares of Series C preferred stock, and all rights of the holders of such shares will be terminated.

~~With respect to our Senior Notes, if the maturity dates~~35

Table of more than $300.0 million of our indebtedness were to be accelerated as the result of uncured defaults, either the trustee or the holders of not less than 25% in principal amount of the outstanding Senior Notes would have the right to declare the Senior Notes and any unpaid interest immediately due and payable. As of November 6, 2012, none of the maturity dates have been accelerated for any of our indebtedness.Contents

~~Additionally, we~~We may in the future seek to obtain mortgages on one or all of our 1411 unencumbered hotels, all but two of which are currently held by subsidiaries whose interests are pledged to our credit facility at ~~September 30, 2012:~~March 31, 2013: Courtyard by Marriott Los Angeles, Fairmont Newport Beach, Hilton Garden Inn Chicago Downtown/Magnificent Mile (not pledged to our credit facility), Hyatt

~~Table of Contents~~

Chicago Magnificent Mile (not pledged to our credit facility), Hyatt Regency Newport Beach, ~~Kahler Inn & Suites,~~ Marriott Quincy, Marriott Portland, ~~Marriott Rochester,~~ Renaissance Long Beach, Renaissance Los Angeles Airport, Renaissance Westchester ~~Residence Inn by Marriott Rochester~~ and Sheraton Cerritos. These 1411 hotels had an aggregate of ~~4,504~~3,942 rooms as of ~~September 30, 2012,~~March 31, 2013, and generated ~~$186.1~~$45.9 million in revenue during the first ~~nine months~~quarter of ~~2012, including revenue generated prior to our ownership as applicable.~~2013. Should we obtain secured financing on any or all of our 1411 unencumbered hotels, the amount of capital available through our credit facility may be reduced.

Cash Balance. As of ~~September 30, 2012,~~March 31, 2013, our unrestricted cash balance of ~~$164.5~~$208.3 million exceeds all of our pending debt maturities through ~~April~~ 2015. By minimizing our need to access external capital by maintaining higher than typical cash balances, our financial security and flexibility are meaningfully enhanced because we are able to fund our business needs and debt maturities partially with our ~~existing~~ cash. As we believe the lodging cycle is in the first half of a potentially prolonged cyclical recovery, we may deploy a portion of our excess cash balance in ~~2012~~2013 towards debt repayments and repurchases (such as the repurchase of our Senior Notes in January 2013 and our redemption of all issued and outstanding shares of the Series A preferred stock in March 2013), selective acquisitions and capital investments in our portfolio. While our primary focus is on acquiring branded, urban ~~upper-upscale~~upper upscale hotels, our acquisition program is aimed at generating attractive risk-adjusted returns on our investment dollars, and therefore we may target lodging assets outside of the typical branded, urban upper upscale profile represented by our existing portfolio in order to capitalize on opportunities which may arise. Additionally, the scope of our acquisitions program may include large hotel portfolios or hotel loans.

Contractual Obligations

The following table summarizes our payment obligations and commitments as of ~~September 30, 2012~~March 31, 2013 (in thousands):

	Payment due by period										Payment due by period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Contractual obligations											Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Notes payable ~~(1)~~	$	1,395,951	$	77,849	$	207,062	$	676,629	$	434,411	$	1,300,869	$	19,757	$	294,763	$	556,162	$	430,187
Interest obligations on notes payable ~~(2)~~(1)	326,092		68,050		129,705		76,977		51,360		284,227		63,282		120,139		60,404		40,402
Capital lease obligations	15,665		35		54		2		15,574		15,650		35		39		2		15,574
Interest obligations on capital leases	104,005		1,402		2,804		2,803		96,996		103,304		1,402		2,804		2,804		96,294
Operating lease obligations	549,855		10,090		20,353		22,816		496,596		564,532		10,352		20,878		24,825		508,477
Construction commitments	31,807		31,807		—		—		—		33,157		33,157		—		—		—
Employment obligations	1,333		1,146		187		—		—		755		755		—		—		—

Total	$	2,424,708	$	190,379	$	360,165	$	779,227	$	1,094,937	$	2,302,494	$	128,740	$	438,623	$	644,197	$	1,090,934

(1)~~Payment due in less than one year assumes that we repay our Senior Notes remaining balance of $58.0 million at the first put date in January 2013.~~

~~(2)~~ Interest on variable-rate debt obligations is calculated based on the variable rates at ~~September 30, 2012~~March 31, 2013 and includes the effect of our interest rate derivative agreements.

Capital Expenditures and Reserve Funds

We believe we maintain each of our hotels in good repair and condition and in general conformity with applicable franchise and management agreements, ground, building and air leases, laws and regulations. Our capital expenditures primarily relate to the ongoing maintenance of our hotels and are budgeted in the reserve accounts described in the following paragraph. We also incur capital expenditures for renovation and development. We invested ~~$76.6~~$37.1 million in our portfolio during the first ~~nine~~three months of ~~2012. Our renovation budget for 2012 includes $31.8 million~~2013. As of March 31, 2013, we have contractual construction ~~commitments.~~commitments totaling $33.2 million. If we acquire, renovate or develop additional hotels in the future, our capital expenditures will increase.

With respect to our hotels that are operated under management or franchise agreements with major national hotel brands and for all of our hotels subject to first mortgage liens, we are obligated to maintain an FF&E reserve account for future planned and emergency-related capital expenditures at these hotels. The amount funded into each of these reserve accounts is determined pursuant to the management, franchise and loan agreements for each of the respective hotels, ranging between zero and 5.0% of the respective hotel’s total annual revenue. As of ~~September 30, 2012, $45.3~~March 31, 2013, $38.0 million was held in FF&E reserve accounts for future capital expenditures at the 3026 hotels. According to certain loan agreements, reserve funds are to be held by the lenders or managers in restricted cash accounts, and we are not required to ~~invest~~spend the entire amount in such reserve accounts each year.

4436

Table of Contents

Off-Balance Sheet Arrangements

Our off-balance sheet arrangement consists of our ownership interest in the Preferred Equity Investment. For further discussion of the Preferred Equity Investment and its effect on our financial condition, results of operations and cash flows, see Note 4 to the consolidated financial statements.

Seasonality and Volatility

As is typical of the lodging industry, we experience some seasonality in our business as indicated in the table below. Revenue for certain of our hotels is generally affected by seasonal business patterns (e.g., the first quarter is strong in Orlando, the second quarter is strong for the Mid-Atlantic business hotels, and the fourth quarter is strong for New York City). Quarterly revenue also may be adversely affected by renovations, our managers’ effectiveness in generating business and by events beyond our control, such as extreme weather conditions, terrorist attacks or alerts, public health concerns, airline strikes or reduced airline capacity, economic factors and other considerations affecting travel. Quarterly ~~revenues are~~revenue prior to 2013 was also impacted by the 13-fiscal period accounting calendar used by ~~one of our third-party managers, subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”).~~Marriott. Beginning in 2013, Marriott, the third-party manager of 10 of our 26 hotels ~~will switch~~switched to a standard 12-month fiscal calendar, which will ~~impact our seasonality.~~shift the operating results for approximately 20 calendar days from the fourth quarter to the first three quarters. Revenues for our 3026 hotel Comparable Portfolio by quarter for ~~2010,~~ 2011, 2012 and ~~2012~~2013 were as follows (dollars in thousands):

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total			First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Revenues
2010 Comparable Portfolio (1)	$	174,122		$	202,801		$	191,929		$	223,180		$	792,032
2010 Revenues as a percentage of total	22.0		%	25.6		%	24.2		%	28.2		%	100.0		%

2011 Comparable Portfolio (1)	$	184,718		$	217,876		$	204,808		$	236,490		$	843,892		$	174,034		$	205,817		$	192,283		$	225,322		$	797,456
2011 Revenues as a percentage of total	21.9		%	25.8		%	24.3		%	28.0		%	100.0		%	21.8		%	25.8		%	24.1		%	28.3		%	100.0		%

2012 Comparable Portfolio (1)	$	195,092		$	234,501		$	216,955								$	183,805		$	221,829		$	204,361		$	231,494		$	841,489
2012 Revenues as a percentage of total																21.8		%	26.4		%	24.3		%	27.5		%	100.0		%

2013 Comparable Portfolio (1)																$	193,433

(1) Includes all 3026 hotel properties in which we have interests as of ~~September 30, 2012.~~March 31, 2013. Also includes the following prior ownership results: the Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile for all of ~~2010 and~~ 2011 and during the periods in 2012 before our acquisitions of the hotels; and the Doubletree Guest Suites Times Square, the JW Marriott New Orleans and the Hilton San Diego Bayfront ~~for all of 2010 and~~ during the periods in 2011 before our acquisitions of the ~~hotels; and the Renaissance Westchester while it was held in receivership and reclassified to discontinued operations prior to the Company’s reacquisition of the hotel in June 2010.~~hotels.

Inflation

Inflation may affect our expenses, including, without limitation, by increasing such costs as labor, food, taxes, property and casualty insurance and utilities.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities.

We evaluate our estimates on an ongoing basis. We base our estimates on historical experience, information that is currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect the most significant judgments and estimates used in the preparation of our consolidated financial statements.

· Impairment of long-lived assets and goodwill. We periodically review each property and any related goodwill for possible impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. We perform a Level 3 analysis of fair value, using a discounted cash flow analysis to estimate the fair value of our properties taking into account each property’s expected cash flow from operations, holding period and proceeds from the disposition of the property. The factors addressed in determining estimated proceeds from disposition include anticipated operating cash flow in the year of disposition and terminal capitalization rate. Our judgment is required in determining the discount rate applied to estimated cash flows, growth rate of the properties, operating income of the properties, the need for capital expenditures, as well as specific market and economic conditions.

4537

Table of Contents

We account for goodwill in accordance with the Intangibles — Goodwill and Other Topic of the FASB ASC, which states that goodwill has an indefinite useful life that should not be amortized but should be reviewed annually for impairment, or more frequently if events or changes in circumstances indicate that goodwill might be impaired, as well as the Fair Value Measurements and Disclosures Topic of the FASB ASC for financial and nonfinancial assets and liabilities, which establishes a framework for measuring fair value and expands disclosures about fair value measurements by establishing a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The review of any potential goodwill impairment requires estimates of fair value for our properties and other assets that have goodwill arising from unallocated acquisition costs. These estimates of fair value are prepared using Level 3 measurements.

· Acquisition related assets and liabilities. Accounting for the acquisition of a hotel property or other entity as a purchase transaction requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, intangible assets and capital lease obligations that are assumed as part of the acquisition of a leasehold interest. During ~~2011 and the first nine months of~~ 2012, we used all available information to make these fair value determinations, and engaged an independent valuation specialist to assist in the fair value determination of the long-lived assets acquired and the liabilities assumed in our purchases of the Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile, the outside 62.0% equity interests in the Doubletree Guest Suites Times Square joint venture, the outside 50.0% equity interests in the BuyEfficient joint venture, the JW Marriott New Orleans and the 75.0% majority interest in the entity that owns the Hilton San Diego Bayfront.Mile. Due to the inherent subjectivity in determining the estimated fair value of long-lived assets, we believe that the recording of acquired assets and liabilities is a critical accounting policy.

· Depreciation and amortization expense. Depreciation expense is based on the estimated useful life of our assets. The life of the assets is based on a number of assumptions, including the cost and timing of capital expenditures to maintain and refurbish our hotels, as well as specific market and economic conditions. Hotel properties and other ~~completed real estate~~ investments are depreciated using the straight-line method over estimated useful lives primarily ranging from five to 4035 years for buildings and improvements and three to 12 years for furniture, fixtures and equipment. While we believe our estimates are reasonable, a change in the estimated lives could affect depreciation expense and net income or the gain or loss on the sale of any of our hotels. We have not changed the estimated useful lives of any of our assets during the periods discussed.

New Accounting Standards and Accounting Changes

~~In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “~~~~Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs~~~~,” (“ASU No. 2011-04”)~~. ASU No. 2011-04, which became effective during our 2012 first quarter, generally provides a uniform framework for fair value measurements and related disclosures between GAAP and International Financial Reporting Standards (“IFRS”). Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. The adoption of ASU No. 2011-04 in the first quarter of 2012 did not have any effect on our financial statements. Should we report an asset or liability at fair value in the future using Level 3 measurements, however, we will need to increase our disclosures.

~~In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “~~~~Comprehensive Income (Topic 220): Presentation of Comprehensive Income~~,”~~(“ASU No. 2011-05”).~~ ASU No. 2011-05, which became effective during our 2012 first quarter, amends existing guidance by allowing only two options for presenting the components of net income and other comprehensive income: (1) in a single continuous financial statement, statement of comprehensive income or (2) in two separate but consecutive financial statements, consisting of an income statement followed by a separate statement of other comprehensive income. Also, items that are reclassified from other comprehensive income to net income must be presented on the face of the financial statements. In December 2011, the FASB issued Accounting Standards Update No. 2011-12, “Comprehensive Income (Topic 220), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05,”(“ASU No. 2011-12”). ASU No. 2011-12, which also became effective during our 2012 first quarter, defers the ASU No. 2011-05 requirement that companies display reclassification adjustments for each component of other comprehensive income in both net income and other comprehensive income on the face of the financial statements. Companies are still required to present reclassifications out of other comprehensive income on the face of the financial statements or disclose those amounts in the notes to the financial statements. ASU No. 2011-12 also defers the requirement to report reclassification adjustments in interim periods. Both ASU No. 2011-05 and ASU No. 2011-12 require retrospective application. In accordance with ASU No. 2011-05, we added comprehensive income to our statements of operations for all periods presented. The adoption of ASU No. 2011-12 did not have a material impact on our financial statements.

~~Table of Contents~~

~~In September 2011, the FASB issued Accounting Standards Update No. 2011-08, “~~~~Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment~~,”~~(“ASU No. 2011-08”).~~ ASU No. 2011-08, which became effective during our 2012 first quarter, simplifies how entities test goodwill for impairment. ASU 2011-08 allows entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a greater than 50 percent likelihood exists that the fair value is less than the carrying amount then a two-step goodwill impairment test as described in Topic 350 must be performed. The adoption of ASU No. 2011-08 did not have a material impact on our financial statements. Should we perform a qualitative assessment on our goodwill in the future, however, additional disclosures will be required.

In December 2011, the FASB issued Accounting Standards Update No. 2011-10, “Property, Plant and Equipment: Derecognition of in Substance Real Estate — a Scope Clarification” (“ASU No. 2011-10”). Under the amendments in ASU No. 2011-10, when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in Subtopic 360-20 to determine whether it should derecognize the in substance real estate. Generally, a reporting entity would not satisfy the requirements to derecognize the in substance real estate before the legal transfer of the real estate to the lender and the extinguishment of the related nonrecourse indebtedness. That is, even if the reporting entity ceases to have a controlling financial interest under Subtopic 810-10, the reporting entity would continue to include the real estate, debt, and the results of the subsidiary’s operations in its consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt. ~~ASU No. 2011-10 is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. We do not believe the~~The adoption of ASU No. 2011-10 ~~will~~in the first quarter of 2013 did not have anany effect on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

To the extent that we incur debt with variable interest rates, our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments held for trading purposes. We use derivative financial instruments to manage, or hedge, interest rate risks.

~~Our interest payments on 70.2%~~As of March 31, 2013, 68.2% of our debt obligations are fixed in nature, which largely mitigates the effect of changes in interest rates on our cash interest payments. If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our future ~~earnings and~~ cash flows by approximately ~~$4.3~~$4.4 million based on the variable rates at ~~September 30, 2012.~~March 31, 2013. This increase or decrease in interest expense would increase or decrease, respectively, our future earnings after adjusting for the non-controlling interest in the Hilton San Diego Bayfront by approximately $3.8 million based on the variable rates at March 31, 2013. However, increases and decreases in LIBOR rates are sometimes correlated with increases and decreases in lodging operations, which may mean that any increases in our interest expense due to higher variable rates may coincide with increases in our ~~revenue~~revenues due to higher lodging demand.

Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. During our fiscal quarter to which this Quarterly Report on Form 10-Q relates, there has not occurred any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Table of Contents~~

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

None.

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

Period

Total Number
of Shares
Purchased

Average Price
Paid per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Maximum Number
(or Appropriate
Dollar Value) of
Shares that May Yet
Be Purchased Under
the Plans or Programs

July 1, 2012 — July 31, 2012

4,712
(1)
$
10.52

August 1, 2012 — August 31, 2012

—

—

September 1, 2012 — September 30, 2012

—

—

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Appropriate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2013 — January 31, 2013	—		—
February 1, 2013 — February 28, 2013	173,385	(1)	$	11.79
March 1, 2013 — March 31, 2013	751	(1)	11.91

(1) Reflects shares of restricted common stock withheld and used for purposes of remitting withholding and payroll taxes in connection with the release of restricted common shares to plan participants. The average price paid reflects the average market value of shares withheld for tax purposes.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

4839

Table of Contents

Item 6. Exhibits

The following Exhibits are filed as a part of this report:

Exhibit Number			Description
3.1			Articles of Amendment and Restatement of Sunstone Hotel Investors, Inc. (incorporated by reference to Exhibit 3.1 to the registration statement on Form S-11 (File No. 333-117141) filed by the Company).

3.2			Amended and Restated Bylaws of Sunstone Hotel Investors, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q, filed by the Company on August 5, 2008).

3.2.1			First Amendment to the Amended and Restated Bylaws of Sunstone Hotel Investors, Inc., effective as of March 19, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K, filed by the Company on March 22, 2012).

3.3			Articles Supplementary for Series A preferred stock (incorporated by reference to Exhibit 3.3 to Form 10-K, filed by the Company on February 12, 2009).

3.4			Form of Articles Supplementary for Series C preferred stock (incorporated by reference to Exhibit 3 to Form 8-K, filed by the Company on July 13, 2005).

3.5			Articles Supplementary increasing the authorized number of shares of Series A preferred stock (incorporated by reference to Exhibit 3.2 to Form 8-K, filed by the Company on April 11, 2006).

3.6			Form of Articles Supplementary for Series D preferred stock (incorporated by reference to Exhibit 3.3 to the registration statement on Form 8-A, filed by the Company on April 6, 2011).

10.1			~~Second~~Third Amendment to ~~Credit Agreement and Second Amendment to Pledge Agreement, dated September 5, 2012, among Sunstone Hotel Partnership, LLC,~~the Sunstone Hotel Investors, Inc.~~, certain subsidiaries~~ 2004 Long-Term Incentive Plan, effective as of ~~Sunstone Hotel Investors, Inc., each lender party thereto and Bank of America, N.A., as administrative agent~~February 16, 2012 (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on ~~September 10,~~March 22, 2012).

31.1			Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS			XBRL Instance Document *

101.SCH			XBRL Taxonomy Extension Schema Document *

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document *

101.LAB			XBRL Taxonomy Extension Label Linkbase Document *

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document *

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document *

*		Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011;~~2012; (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013 and ~~2011;~~2012; (iii) the Consolidated Statement of Equity for the ~~nine~~three months ended ~~September 30, 2012;~~March 31, 2013; (iv) the Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 and ~~2011;~~2012; and (v) Notes to Consolidated Financial Statements that have been detail tagged.

		The XBRL related information in this Quarterly Report on Form 10-Q, Exhibit 101, is not deemed “filed” for purposes of Section 11 or 12 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of those sections, and is not part of any registration statement to which it may relate, and is not incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as is expressly set forth by specific reference in such filing or document.

4940

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Sunstone Hotel Investors, Inc.

Date: ~~November 6, 2012~~May 8, 2013	By:	/s/ ~~John V. Arabia~~Bryan A. Giglia
		~~John V. Arabia~~Bryan A. Giglia
		(Chief Financial Officer and Duly Authorized Officer)

5041

																				Non-
																				Controlling
	Preferred Stock						Common Stock										Accumulated			Interest in
	Series A			Series D						Additional							Other			Consolidated
	Number of			Number of			Number of			Paid In		Retained		Cumulative			Comprehensive			Joint
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		Dividends			Loss			Ventures			Total
Balance at December 31, 2011	7,050,000	$	176,250	4,600,000	$	115,000	117,265,090	$	1,173	$	1,312,566	$	110,580	$	(445,396	)	$	(4,916	)	$	60,037		$	1,325,294
Issuance of common stock, net (unaudited)	—	—		—	—		17,597,437	176		177,086		—		—			—			—			177,262
Vesting of restricted common stock (unaudited)	—	—		—	—		374,911	3		2,876		—		—			—			—			2,879
Distributions to non-controlling interest (unaudited)	—	—		—	—		—	—		—		—		—			—			(4,810		)	(4,810		)
Series A preferred dividends and dividends payable at $1.50 per share year to date (unaudited)	—	—		—	—		—	—		—		—		(10,575		)	—			—			(10,575		)
Series C preferred dividends and dividends payable at $1.179 per share year to date (unaudited)	—	—		—	—		—	—		—		—		(4,836		)	—			—			(4,836		)
Series D preferred dividends and dividends payable at $1.50 per share year to date (unaudited)	—	—		—	—		—	—		—		—		(6,900		)	—			—			(6,900		)
Net income (unaudited)	—	—		—	—		—	—		—		36,749		—			—			1,694			38,443
Pension liability adjustment (unaudited)	—	—		—	—		—	—		—		—		—			176			—			176

Balance at September 30, 2012 (unaudited)	7,050,000	$	176,250	4,600,000	$	115,000	135,237,438	$	1,352	$	1,492,528	$	147,329	$	(467,707	)	$	(4,740	)	$	56,921		$	1,516,933

Assets:
Investment in hotel properties (1)	$	188,745
Cash	32
Accounts receivable	1,190
Other assets	176

Total assets acquired	190,143

Liabilities:
Capital lease obligation (2)	15,579
Other current liabilities	3,369

Total liabilities acquired	18,948

Stockholders’ equity (3)	51,160

Total cash paid for acquisition	$	120,035

	Value At Acquisition			Expected Life
	(unaudited)
Advanced bookings	$	2,630		6 months to 17.5 months
Below-market tenant lease	(280		)	20 years
Below-market management agreement	2,850			5 years — 10.5 years
Franchise agreement	168			14.5 years

Total intangibles and franchise fees related to 2012 acquisitions	5,368
Accumulated amortization	(1,345		)
	$	4,023

	Amortization Expense
	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
	(unaudited)			(unaudited)		(unaudited)			(unaudited)
Advanced bookings	$	994		$	—	$	1,251		$	—
Below-market tenant lease	(3		)	—		(3		)	—
Below-market management agreement	95			—		95			—
Franchise agreement	2			—		2			—

	$	1,088		$	—	$	1,345		$	—

	Three Months Ended September 30,
	2012			2011			$ Change			% Change
	(unaudited, dollars in thousands, except statistical data)

REVENUES
Room	$	156,725		$	139,824		$	16,901		12.1	%
Food and beverage	46,191			40,920			5,271			12.9	%
Other operating	18,163			16,743			1,420			8.5	%

Total revenues	221,079			197,487			23,592			11.9	%

OPERATING EXPENSES
Hotel operating	134,646			123,274			11,372			9.2	%
Property general and administrative	24,493			22,881			1,612			7.0	%
Corporate overhead	6,148			6,852			(704		)	(10.3	)%
Depreciation and amortization	36,529			32,490			4,039			12.4	%
Impairment loss	—			10,862			(10,862		)	(100.0	)%

Total operating expenses	201,816			196,359			5,457			2.8	%

Operating income	19,263			1,128			18,135			1,607.7	%

Interest and other income	18			1,543			(1,525		)	(98.8	)%
Interest expense	(19,709		)	(20,021		)	312			1.6	%

Loss from continuing operations	(428		)	(17,350		)	16,922			97.5	%
Income from discontinued operations	39,984			797			39,187			4,916.8	%

Net income (loss)	39,556			(16,553		)	56,109			339.0	%
(Income) loss from consolidated joint venture attributable to non-controlling interest	(827		)	31			(858		)	(2,767.7	)%
Distributions to non-controlling interest	(8		)	(8		)	—			0.0	%
Preferred stock dividends	(7,437		)	(7,437		)	—			0.0	%
Undistributed income allocated to unvested restricted stock compensation	(352		)	—			(352		)	(100.0	)%

Income available (loss attributable) to common stockholders	$	30,932		$	(23,967	)	$	54,899		229.1	%