Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 9, 2018
 
RLJ LODGING TRUST
(Exact name of registrant as specified in its charter)
 
Maryland
 
001-35169
 
27-4706509
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
3 Bethesda Metro Center
Suite 1000
Bethesda, MD
 
20814
(Address of principal executive offices)
 
(Zip Code)
 
(301) 280-7777
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


















Item 2.02.       Results of Operations and Financial Condition.
 
On May 9, 2018, RLJ Lodging Trust (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2018.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01.       Financial Statements and Exhibits.
 
(a)  Not applicable.
 
(b)  Not applicable.
 
(c)  Not applicable.
 
(d)  The following exhibits are filed as part of this report:
 
Exhibit
Number
 
Description
99.1

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
RLJ LODGING TRUST
 
 
Dated: May 9, 2018
By:
/s/ Ross H. Bierkan
 
 
Ross H. Bierkan
 
 
President, Chief Executive Officer, Chief Investment Officer and Trustee

EXHIBIT LIST
 
Exhibit
Number
 
Description
99.1

 



Exhibit
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Press Release



RLJ Lodging Trust Reports First Quarter 2018 Results

- Sold the Sheraton Philadelphia Society Hill Hotel for $95.5 million
- Redeemed $524.0 million of Senior Secured Notes
- Strengthened balance sheet with successful amendment of three unsecured term loans


Bethesda, MD, May 9, 2018 – RLJ Lodging Trust (the “Company”) (NYSE: RLJ) today reported results for the three months ended March 31, 2018.
 
Highlights
Sold the Sheraton Philadelphia Society Hill Hotel for $95.5 million, representing a 14.7x EBITDA multiple and a 5.6% cap rate on 2017 results
Redeemed $524.0 million of 5.625% Senior Secured Notes due 2023
Improved debt maturity profile and reduced pricing by amending three unsecured term loans with an aggregate principal amount of $775.0 million
Pro forma RevPAR decreased 0.7%, Pro forma ADR decreased 0.8%, and Pro forma Occupancy increased 0.1%
Net income of $23.9 million
Adjusted EBITDA of $115.8 million
Adjusted FFO per diluted common share and unit of $0.47

“We are pleased with our start to 2018, as our first quarter operating and financial results exceeded our expectations driven by strengthening leisure and corporate transient demand,” commented Ross H. Bierkan, President and Chief Executive Officer. “We also made significant progress on our key strategic initiatives, particularly in terms of asset sales and debt reduction. During the quarter, we completed the sale of the Sheraton Philadelphia at an attractive valuation and successfully redeemed the legacy FelCor secured bonds. With an active disposition pipeline and other key initiatives on track, we expect to build on this momentum as we continue to unlock meaningful value going forward.”

Financial and Operating Results
Performance metrics such as Occupancy, Average Daily Rate (“ADR”), Revenue Per Available Room (“RevPAR”), Hotel EBITDA, and Hotel EBITDA Margin are Pro forma. The prefix “Pro forma” as defined by the Company, denotes operating results which include results for periods prior to its ownership and excludes sold hotels. Pro forma RevPAR and Pro forma Hotel EBITDA Margin are reported on a comparable basis and therefore exclude any hotels sold during the period and non-comparable hotels that were not open for operation or were closed for renovation for comparable periods. Explanations of EBITDA, EBITDAre, Adjusted EBITDA, Hotel EBITDA, Hotel EBITDA Margin, FFO, and Adjusted FFO, as well as reconciliations of those measures to net income or loss, if applicable, are included within this release. 

Net income for the three months ended March 31, 2018, increased $2.1 million to $23.9 million, representing a 9.7% increase over the comparable period in 2017.



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Pro forma RevPAR for the three months ended March 31, 2018, decreased 0.7% over the comparable period in 2017, driven by a Pro forma ADR decrease of 0.8%, and by a Pro forma Occupancy increase of 0.1%. Excluding the headwinds from the Super Bowl in Houston, inauguration events in Washington DC, and renovation displacement, RevPAR would have been up 170 basis points. Three of the Company's markets achieved double digit RevPAR growth, Philadelphia, Orlando, and Chicago, which experienced RevPAR growth of 16.8%, 11.7%, 11.0%, respectively.

Pro forma Hotel EBITDA Margin for the three months ended March 31, 2018, decreased 177 basis points over the comparable period in 2017 to 29.3%. Increases in real estate taxes and insurance impacted Pro forma Hotel EBITDA Margin by approximately 80 basis points.

Pro forma Hotel EBITDA for the three months ended March 31, 2018, decreased $8.3 million to $124.0 million, representing a 6.3% decrease over the comparable period in 2017. For the three months ended March 31, 2017, Pro forma Hotel EBITDA includes prior ownership of $46.8 million from the hotel properties acquired pursuant to the FelCor merger.

Adjusted FFO for the three months ended March 31, 2018, increased $17.0 million to $81.5 million, representing a 26.4% increase over the comparable period in 2017.

Adjusted FFO per diluted common share and unit for the three months ended March 31, 2018, decreased $0.05 to $0.47, representing a 9.6% decrease over the comparable period in 2017.

Adjusted EBITDA for the three months ended March 31, 2018, increased $36.8 million to $115.8 million, representing a 46.7% increase over the comparable period in 2017.

Non-recurring items and other adjustments which were noteworthy for the three months ended March 31, 2018, include a gain on extinguishment of indebtedness of $7.7 million.
 
Non-recurring items are included in net income but are excluded from Adjusted EBITDA and Adjusted FFO, as applicable. A complete listing of non-recurring items is provided in the Non-GAAP reconciliation tables located in this press release.

Net cash flow from operating activities for the three months ended March 31, 2018, totaled $51.0 million, compared to $49.9 million for the comparable period in 2017.

Dispositions
During the three months ended March 31, 2018, the Company sold the 229-room Embassy Suites Boston - Marlborough for $23.7 million in February 2018 and the 364-room Sheraton Philadelphia Society Hill for $95.5 million in March 2018. In aggregate, the Company has sold three legacy FelCor hotel properties since the merger with FelCor closed for almost $300 million at a combined 2017 EBITDA multiple of 15.2x.






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Balance Sheet
On January 25, 2018, the Company amended three of its unsecured term loans with an aggregate amount of $775.0 million. The maturity dates on the Company's $400.0 million unsecured term loan initially due March 2019, and $225.0 million unsecured term loan initially due November 2019, were
extended to January 2023 and both term loans were amended with more favorable pricing. The Company's $150.0 million unsecured term loan due January 2022 was also amended with more favorable pricing.

On March 9, 2018, the Company completed the early redemption of all of the outstanding 5.625% Senior Secured Notes due 2023 issued by FelCor Lodging Limited Partnership in the principal amount of $524.0 million.

As of March 31, 2018, the Company had $401.9 million of unrestricted cash on its balance sheet, $300.0 million available on its revolving credit facility, and $2.6 billion of debt outstanding.

The Company’s ratio of net debt to Adjusted EBITDA for the trailing twelve-month period ended March 31, 2018, was 4.0 times (excluding preferred equity).

Dividends
The Company’s Board of Trustees declared a cash dividend of $0.33 per common share of beneficial interest in the first quarter. The dividend was paid on April 13, 2018, to shareholders of record as of March 29, 2018.

The Company's Board of Trustees declared a preferred dividend of $0.4875 on its Series A cumulative convertible preferred shares. The dividend was paid on April 30, 2018, to shareholders of record as of March 29, 2018.

Subsequent Events
On April 6, 2018, the Company paid down its revolving credit facility by $50.0 million. Following the payment, the remaining outstanding balance on the revolving credit facility was $250.0 million.

On April 10, 2018, the Company announced that President and Chief Executive Officer Ross H. Bierkan will retire from the Company, effective at the end of the term of his existing employment agreement on August 22, 2018. In alignment with the Board’s executive succession planning, the Board of Trustees has named Leslie D. Hale as President and Chief Executive Officer, effective August 22, 2018.

2018 Outlook
The Company’s outlook includes all hotels owned as of May 9, 2018. Potential future acquisitions or dispositions could result in a material change to the Company’s outlook. The 2018 outlook is also based on a number of other assumptions, many of which are outside the Company’s control and all of which are subject to change.


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Key revisions to the Company's full year 2018 guidance reflect:

An increase to the low-end of the Pro forma RevPAR growth range by 50 basis points based on first quarter operating performance.
A net reduction to Pro forma Consolidated Hotel EBITDA and Adjusted EBITDA by $5 million at the midpoint driven by:
A $4 million increase to the low-end of Pro forma Consolidated Hotel EBITDA and Adjusted EBITDA based on first quarter operating performance.
A $7 million reduction to Pro forma Consolidated Hotel EBITDA and Adjusted EBITDA due to the sale of the Sheraton Philadelphia Society Hill Hotel.

Additionally, key assumptions underlying the Company's full year 2018 guidance that remain unchanged:

Approximately 100 basis points of renovation related RevPAR disruption.
RevPAR headwinds related to tough comps from last year's hurricane recovery efforts of approximately 50 basis points.
Margin impact from property real estate taxes and insurance increases, partially driven by the impact from Proposition 13 on FelCor's California hotels, of approximately 60 to 70 basis points.

For the full year 2018, the Company anticipates:
 
Current Outlook
Prior Outlook
Pro forma RevPAR growth
-0.5% to +1.0%
-1.0% to +1.0%
Pro forma Hotel EBITDA Margin
31.25% to 32.5%
31.25% to 32.5%
Pro forma Consolidated Hotel EBITDA
$562M to $593M
$565M to $600M
Adjusted EBITDA
$524M to $555M
$527M to $562M
Corporate Cash General & Administrative
$37M to $39M
$37M to $39M

Earnings Call
The Company will conduct its quarterly analyst and investor conference call on May 10, 2018, at 9:00 a.m. (Eastern Time). The conference call can be accessed by dialing (877) 407-3982 or (201)
493-6780 for international participants and requesting RLJ Lodging Trust’s first quarter earnings conference call. Additionally, a live webcast of the conference call will be available through the Company’s website at http://www.rljlodgingtrust.com. A replay of the conference call webcast will be archived and available online through the Investor Relations page of the Company’s website.

About Us
RLJ Lodging Trust is a self-advised, publicly traded real estate investment trust that owns primarily premium-branded, high-margin, focused-service and compact full-service hotels. The Company's portfolio consists of 155 hotels with approximately 30,200 rooms located in 26 states and the District of Columbia and an ownership interest in one unconsolidated hotel with 171 rooms.


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Forward Looking Statements
The following information contains certain statements, other than purely historical information, including estimates, projections, statements relating to the Company’s business plans, objectives and
expected operating results, and the assumptions upon which those statements are based, that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the use of the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “will continue,” “intend,” “should,” or similar expressions. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs, and expectations, such forward-looking statements are not predictions of future events or
guarantees of future performance and the Company’s actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include
the following: the current global economic uncertainty, increased direct competition, changes in government regulations or accounting rules, changes in local, national, and global real estate conditions, declines in the lodging industry, seasonality of the lodging industry, risks related to natural disasters, such as earthquakes and hurricanes, hostilities, including future terrorist attacks or fear of hostilities that affect travel, the Company’s ability to obtain lines of credit or permanent financing on satisfactory terms, changes in interest rates, access to capital through offerings of the
Company’s common and preferred shares of beneficial interest, or debt, the Company’s ability to identify suitable acquisitions, the Company’s ability to close on identified acquisitions and integrate
those businesses, and inaccuracies of the Company’s accounting estimates. Given these uncertainties, undue reliance should not be placed on such statements. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The Company cautions investors not to place undue reliance on these forward-looking statements and urges investors to carefully review the disclosures the Company makes concerning risks and uncertainties in the sections entitled “Risk Factors,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report, as well as risks, uncertainties and other factors discussed in other documents filed by the Company with the Securities and Exchange Commission. 


###
 Additional Contacts:
Leslie D. Hale, Chief Operating Officer and Chief Financial Officer – (301) 280-7774
For additional information or to receive press releases via email, please visit our website:
 http://www.rljlodgingtrust.com

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RLJ Lodging Trust
Non-GAAP and Accounting Commentary
 
Non-Generally Accepted Accounting Principles (“GAAP”) Financial Measures
The Company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) EBITDAre, (5) Adjusted EBITDA, (6) Hotel EBITDA, and (7) Hotel EBITDA Margin. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of its operating performance. FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA, Hotel EBITDA, and Hotel EBITDA Margin as calculated by the Company, may not be comparable to other companies that do not define such terms exactly as the Company.
 
FFO
The Company calculates Funds from Operations (“FFO”) in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding gains or losses from sales of real estate, impairment, the cumulative effect of changes in accounting principles, plus depreciation and amortization, and adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. The Company believes that the presentation of FFO provides useful information to investors regarding the Company’s operating performance and can facilitate comparisons of operating performance between periods and between real estate investment trusts
(“REITs”), even though FFO does not represent an amount that accrues directly to common shareholders.
 
The Company’s calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. Additionally, FFO may not be helpful when comparing the Company to non-REITs. The Company presents FFO attributable to common shareholders, which includes unitholders of limited partnership interest (“OP units”) in RLJ Lodging Trust, L.P., the Company’s operating partnership, because the OP units are redeemable for common shares of the Company. The Company believes it is meaningful for the investor to understand FFO attributable to all common shares and OP units.

EBITDA and EBITDAre
Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA") is defined as net income or loss excluding: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sales of assets; and (3) depreciation and amortization. The Company considers EBITDA useful to an investor in evaluating and facilitating comparisons of its operating performance between periods and between REITs by removing the impact of its capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from its operating results. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and dispositions.



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In addition to EBITDA, the Company presents EBITDAre in accordance with NAREIT guidelines, which defines EBITDAre as net income or loss (calculated in accordance with GAAP) excluding interest expense, income tax expense, depreciation and amortization expense, gains or losses from sales of real estate, impairment, and adjustments for unconsolidated partnerships and joint ventures. The Company believes that the presentation of EBITDAre provides useful information to investors regarding the Company’s operating performance and can facilitate comparisons of operating performance between periods and between real estate investment trusts (“REITs”).

Adjustments to FFO and EBITDAre
The Company adjusts FFO and EBITDAre for certain items that the Company considers outside the normal course of operations or extraordinary. The Company believes that Adjusted FFO and Adjusted EBITDA provide useful supplemental information to investors regarding its ongoing operating performance that, when considered with net income or loss, FFO, EBITDA, and EBITDAre, are beneficial to an investor’s understanding of its operating performance. The Company adjusts FFO and EBITDAre for the following items:

Transaction Costs: The Company excludes transaction costs expensed during the period.
Non-Cash Expenses: The Company excludes the effect of certain non-cash items such as the amortization of share-based compensation and non-cash income taxes.
Other Non-Operational Expenses: The Company excludes the effect of certain non-operational expenses. The Company excludes hurricane-related costs not reimbursed by insurance, property-level severance costs, debt modification and extinguishment costs, and other income and expenses outside the normal course of operations.

The Company previously presented Adjusted EBITDA in a similar manner, with the exception of the adjustments for noncontrolling interests in consolidated joint ventures, which totaled less than $0.1 million for the three months ended March 31, 2017. The rationale for including 100% of Adjusted EBITDA for consolidated joint ventures with noncontrolling interests is that the full amount of any debt of these consolidated joint ventures is reported in our consolidated balance sheet and metrics using debt to EBITDA provide a better understanding of the Company’s leverage. This is also consistent with NAREIT’s definition of EBITDAre.

Hotel EBITDA and Hotel EBITDA Margin
With respect to Consolidated Hotel EBITDA, the Company believes that excluding the effect of corporate-level expenses and certain non-cash items provides a more complete understanding of the operating results over which individual hotels and operators have direct control. The Company believes property-level results provide investors with supplemental information about the ongoing operational performance of the Company’s hotels and the effectiveness of its third-party management companies.
 
Pro forma Consolidated Hotel EBITDA includes prior ownership information provided by the sellers of the hotels for periods prior to our acquisition of the hotels, which has not been audited and excludes results from sold hotels as applicable. Pro forma Hotel EBITDA and Pro forma Hotel EBITDA Margin exclude the results of any non-comparable hotels that were under renovation or not open for the entirety of the comparable periods. The following is a summary of pro forma hotel adjustments:


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Pro forma adjustments: Acquired hotels
For the three months ended March 31, 2018, no hotels were acquired.

The Company acquired the following hotels in August 2017 in conjunction with the FelCor merger:
DoubleTree Suites by Hilton Austin
DoubleTree Suites by Hilton Orlando - Lake Buena Vista
Embassy Suites Atlanta - Buckhead
Embassy Suites Birmingham
Embassy Suites Boston - Marlborough
Embassy Suites Dallas - Love Field
Embassy Suites Deerfield Beach - Resort & Spa
Embassy Suites Fort Lauderdale 17th Street
Embassy Suites Los Angeles - International Airport/South
Embassy Suites Mandalay Beach - Hotel & Resort
Embassy Suites Miami - International Airport
Embassy Suites Milpitas Silicon Valley
Embassy Suites Minneapolis - Airport
Embassy Suites Myrtle Beach - Oceanfront Resort
Embassy Suites Napa Valley
Embassy Suites Orlando - International Drive South/Convention Center
Embassy Suites Phoenix - Biltmore
Embassy Suites San Francisco Airport - South San Francisco
Embassy Suites San Francisco Airport - Waterfront
Embassy Suites Secaucus - Meadowlands
Hilton Myrtle Beach Resort
Holiday Inn San Francisco - Fisherman's Wharf
San Francisco Marriott Union Square
DoubleTree by Hilton Burlington Vermont, formerly the Sheraton Burlington Hotel & Conference Center
Sheraton Philadelphia Society Hill Hotel
The Fairmont Copley Plaza
The Knickerbocker, New York
The Mills House Wyndham Grand Hotel, Charleston
The Vinoy Renaissance St. Petersburg Resort & Golf Club
Wyndham Boston Beacon Hill
Wyndham Houston - Medical Center Hotel & Suites
Wyndham New Orleans - French Quarter
Wyndham Philadelphia Historic District
Wyndham Pittsburgh University Center
Wyndham San Diego Bayside
Wyndham Santa Monica At the Pier

Pro forma adjustments: Sold hotels
For the three months ended March 31, 2018, the following hotels were sold:
Embassy Suites Boston - Marlborough was sold in February 2018
Sheraton Philadelphia Society Hill Hotel was sold in March 2018

For the year ended December 31, 2017, the following hotel was sold:
The Fairmont Copley Plaza was sold in December 2017





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RLJ Lodging Trust
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
 
March 31,
2018
 
December 31, 2017
 
(unaudited)
 
 
Assets
 

 
 

Investment in hotel properties, net
$
5,636,933

 
$
5,791,925

Investment in unconsolidated joint ventures
23,254

 
23,885

Cash and cash equivalents
401,943

 
586,470

Restricted cash reserves
76,380

 
72,606

Hotel and other receivables, net of allowance of $577 and $510, respectively
76,833

 
60,011

Deferred income tax asset, net
57,457

 
56,761

Intangible assets, net
128,794

 
133,211

Prepaid expense and other assets
85,412

 
69,936

Total assets
$
6,487,006

 
$
6,794,805

Liabilities and Equity
 

 
 

Debt, net
$
2,621,737

 
$
2,880,488

Accounts payable and other liabilities
192,352

 
225,664

Deferred income tax liability
5,547

 
5,547

Advance deposits and deferred revenue
37,337

 
30,463

Accrued interest
15,059

 
17,081

Distributions payable
65,574

 
65,284

Total liabilities
2,937,606

 
3,224,527

Equity
 

 
 

Shareholders’ equity:
 

 
 

Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized
 
 
 
Series A Cumulative Convertible Preferred Shares, $0.01 par value, 12,950,000 shares authorized; 12,879,475 shares issued and outstanding, liquidation value of $328,266, at March 31, 2018 and December 31, 2017
366,936

 
366,936

Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 175,205,952 and 174,869,046 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
1,752

 
1,749

Additional paid-in capital
3,210,185

 
3,208,002

Accumulated other comprehensive income
26,703

 
8,846

Distributions in excess of net earnings
(123,144
)
 
(82,566
)
Total shareholders’ equity
3,482,432

 
3,502,967

Noncontrolling interest:
 

 
 

Noncontrolling interest in consolidated joint ventures
11,540

 
11,700

Noncontrolling interest in the Operating Partnership
10,998

 
11,181

Total noncontrolling interest
22,538

 
22,881

Preferred equity in a consolidated joint venture, liquidation value of $45,458 and $45,430 at March 31, 2018 and December 31, 2017, respectively
44,430

 
44,430

Total equity
3,549,400

 
3,570,278

Total liabilities and equity
$
6,487,006

 
$
6,794,805


Note:
The corresponding notes to the consolidated financial statements can be found in the Company’s Quarterly Report on Form 10-Q.



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RLJ Lodging Trust
Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(unaudited)
 
For the three months ended March 31,
 
2018
 
2017
Revenue
 

 
 

Operating revenue
 

 
 

Room revenue
$
357,645

 
$
224,965

Food and beverage revenue
52,195

 
26,691

Other revenue
19,753

 
8,576

Total revenue
$
429,593

 
$
260,232

Expense
 

 
 

Operating expense
 

 
 

Room expense
$
89,969

 
$
51,922

Food and beverage expense
41,263

 
19,297

Management and franchise fee expense
35,676

 
26,913

Other operating expense
106,123

 
57,823

Total property operating expense
273,031

 
155,955

Depreciation and amortization
61,408

 
38,665

Property tax, insurance and other
34,499

 
19,158

General and administrative
10,913

 
9,123

Transaction costs
1,672

 
625

Total operating expense
381,523

 
223,526

Operating income
48,070

 
36,706

Other income
1,093

 
140

Interest income
1,230

 
485

Interest expense
(28,701
)
 
(14,328
)
Gain on extinguishment of indebtedness
7,659

 

Income before equity in loss from unconsolidated joint ventures
29,351

 
23,003

Equity in loss from unconsolidated joint ventures
(381
)
 

Income before income tax expense
28,970

 
23,003

Income tax expense
(1,342
)
 
(1,166
)
Income from operations
27,628

 
21,837

Loss on sale of hotel properties
(3,734
)
 
(60
)
Net income
23,894

 
21,777

Net loss (income) attributable to noncontrolling interests:
 

 
 

Noncontrolling interest in consolidated joint ventures
234

 
66

Noncontrolling interest in the Operating Partnership
(73
)
 
(85
)
Preferred distributions - consolidated joint venture
(366
)
 

Net income attributable to RLJ
23,689

 
21,758

Preferred dividends
(6,279
)
 

Net income attributable to common shareholders
$
17,410

 
$
21,758

Basic per common share data:
 
 
 
Net income per share attributable to common shareholders
$
0.10

 
$
0.17

Weighted-average number of common shares
174,193,671

 
123,734,173

Diluted per common share data:
 
 
 
Net income per share attributable to common shareholders
$
0.10

 
$
0.17

Weighted-average number of common shares
174,268,815

 
123,841,400

 

Note:
The Statements of Comprehensive Income and corresponding notes can be found in the Company’s Quarterly Report on Form 10-Q.



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RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands, except per share data)
(unaudited)

FFO Attributable to Common Shareholders and Unitholders
 
For the three months ended March 31,
 
2018
 
2017
Net income
$
23,894

 
$
21,777

Preferred dividends
(6,279
)
 

Preferred distributions - consolidated joint venture
(366
)
 

Depreciation and amortization
61,408

 
38,665

Loss on sale of hotel properties
3,734

 
60

Noncontrolling interest in consolidated joint ventures
234

 
66

Adjustments related to consolidated joint ventures (1)
(75
)
 
(33
)
Adjustments related to unconsolidated joint ventures (2)
668

 

FFO
83,218

 
60,535

Transaction costs
1,672

 
625

Gain on extinguishment of indebtedness
(7,659
)
 

Amortization of share-based compensation
2,514

 
2,334

Non-cash income tax expense
1,103

 
938

Other expenses (3)
622

 

Adjusted FFO
$
81,470

 
$
64,432

 
 
 
 
Adjusted FFO per common share and unit-basic
$
0.47

 
$
0.52

Adjusted FFO per common share and unit-diluted
$
0.47

 
$
0.52

 
 
 
 
Basic weighted-average common shares and units outstanding (4)
174,968

 
124,293

Diluted weighted-average common shares and units outstanding (4)
175,043

 
124,400


Note:
(1) Includes depreciation and amortization expense allocated to the noncontrolling interest in the consolidated joint ventures.
(2)  Includes our ownership interest of the depreciation and amortization expense of the unconsolidated joint ventures.
(3) Represents income and expenses outside of the normal course of operations, including debt modification costs, hurricane-related costs that are not reimbursed by insurance, and activist shareholder costs.
(4)  Includes 0.8 million and 0.6 million weighted-average operating partnership units for the three month periods ended March 31, 2018 and 2017, respectively.


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RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands)
(unaudited)
 
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
 
For the three months ended March 31,
 
2018
 
2017
Net income
$
23,894

 
$
21,777

Depreciation and amortization
61,408

 
38,665

Interest expense, net (1)
27,471

 
14,317

Income tax expense
1,342

 
1,166

Adjustments related to unconsolidated joint ventures (2)
795

 

EBITDA
114,910

 
75,925

Loss on sale of hotel properties
3,734

 
60

EBITDAre
118,644

 
75,985

Transaction costs
1,672

 
625

Gain on extinguishment of indebtedness
(7,659
)
 

Amortization of share-based compensation
2,514

 
2,334

Other expenses (3)
622

 

Adjusted EBITDA
115,793

 
78,944

General and administrative (4)
8,399

 
6,789

Other corporate adjustments
381

 
1

Consolidated Hotel EBITDA
124,573

 
85,734

Pro forma adjustments - income from sold hotels
(579
)
 
(173
)
Pro forma adjustments - income from prior ownership of acquired hotels (5)

 
46,758

Pro forma Consolidated Hotel EBITDA
123,994

 
132,319

Pro forma adjustments - income from non-comparable hotels

 

Pro forma Hotel EBITDA
$
123,994

 
$
132,319


Note:
(1) Excludes amounts attributable to investment in loans of $0.5 million for the three months ended March 31, 2017.
(2) Includes our ownership share of the interest, depreciation, and amortization expense of the unconsolidated joint ventures.
(3) Represents income and expenses outside of the normal course of operations, including debt modification costs, hurricane-related costs that are not reimbursed by insurance, and activist shareholder costs.
(4) General and administrative expenses exclude amortization of share-based compensation reflected in Adjusted EBITDA.
(5) The information above includes results for periods prior to the Company's ownership. The information has not been audited and is presented only for comparison purposes.


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RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands)
(unaudited)
 
Pro forma Hotel EBITDA Margin
 
For the three months ended March 31,
 
2018
 
2017
Total revenue
$
429,593

 
$
260,232

Pro forma adjustments - revenue from sold hotels
(5,897
)
 
(10
)
Pro forma adjustments - revenue from prior ownership of acquired hotels (1)

 
165,779

Other corporate adjustments / non-hotel revenue
(413
)
 
(15
)
Pro forma Hotel Revenue
$
423,283

 
$
425,986

 
 
 
 
Pro forma Hotel EBITDA
$
123,994

 
$
132,319

 
 
 
 
Pro forma Hotel EBITDA Margin
29.3
%
 
31.1
%

(1) The information above includes results for periods prior to the Company's ownership. The information has not been audited and is presented only for comparison purposes.



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RLJ Lodging Trust
Consolidated Debt Summary
(Amounts in thousands)
(unaudited)
Loan
Base Term (Years)
Maturity
(incl. extensions)
Floating / Fixed
Interest Rate (1)
 
Balance as of
March 31, 2018 (2)
Secured Debt
 
 
 
 
 
 
Scotiabank - 1 hotel
4
Nov 2018
Floating
4.61
%
 
$
85,000

Wells Fargo - 4 hotels
3
Oct 2021
Floating (3)
4.06
%
 
150,000

Wells Fargo - 4 hotels
2
Mar 2022
Floating (3)
4.04
%
 
142,500

Wells Fargo - 1 hotel
10
Jun 2022
Fixed
5.25
%
 
31,892

PNC - 3 hotels
10
Oct 2022
Fixed
4.95
%
 
83,947

Wells Fargo - 1 hotel
10
Oct 2022
Fixed
4.95
%
 
33,305

Prudential - 1 hotel
10
Oct 2022
Fixed
4.94
%
 
29,422

PNC - 5 hotels
5
Mar 2023
Floating
3.98
%
 
85,000

Weighted-Average / Secured Total
 
 
 
4.38
%
 
$
641,066

 
 
 
 
 
 
 
Unsecured Debt
 
 
 
 
 
 
Revolver (4)
4
Apr 2021
Floating
3.38
%
 
$
300,000

$400 Million Term Loan Maturing 2021
5
Apr 2021
Floating (3)(5)
3.03
%
 
400,000

$150 Million Term Loan Maturing 2022
7
Jan 2022
Floating (3)
3.43
%
 
150,000

$400 Million Term Loan Maturing 2023
5
Jan 2023
Floating (3)(5)
3.14
%
 
400,000

$225 Million Term Loan Maturing 2023
5
Jan 2023
Floating (3)
3.44
%
 
225,000

Senior Unsecured Notes
10
Jun 2025
Fixed
6.00
%
 
475,000

Weighted-Average / Unsecured Total
 
 
 
3.91
%
 
$
1,950,000

 
 
 
 
 
 
 
Weighted-Average / Gross Debt
 
 
 
4.02
%
 
$
2,591,066

 
 
 
 
 
 
 

Note:
(1) Interest rates as of March 31, 2018.
(2) Excludes the impact of fair value adjustments and deferred financing costs.
(3) The floating interest rate is hedged with an interest rate swap.
(4) As of March 31, 2018, there was $300.0 million of borrowing capacity on the revolver, which is charged an unused commitment fee of 0.30%
annually.
(5) Reflects interest rate swap on $350.0 million.





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RLJ Lodging Trust
Pro forma Operating Statistics - Top 60 Assets
(unaudited)
Property
City/State
 # of Rooms
Pro forma Consolidated Hotel EBITDA
Marriott Louisville Downtown
Louisville, KY
616

$
13,108

The Knickerbocker New York
New York, NY
330

12,125

San Francisco Marriott Union Square
San Francisco, CA
401

9,749

Wyndham San Diego Bayside
San Diego, CA
600

9,611

The Vinoy Renaissance St. Petersburg Resort & Golf Club
St Petersburg, FL
362

9,177

Wyndham Boston Beacon Hill
Boston, MA
304

9,160

DoubleTree Metropolitan Hotel New York City
New York, NY
764

9,145

Embassy Suites San Francisco Airport - Waterfront
Burlingame, CA
340

8,850

Embassy Suites Los Angeles - International Airport South
El Segundo, CA
349

8,809

Courtyard Austin Downtown Convention Center
Austin, TX
270

8,794

The Mills House Wyndham Grand Hotel
Charleston, SC
216

8,713

Courtyard Portland City Center
Portland, OR
256

8,295

Embassy Suites Mandalay Beach - Hotel & Resort
Oxnard, CA
250

8,252

Embassy Suites Tampa Downtown Convention Center
Tampa, FL
360

8,196

DoubleTree Grand Key Resort
Key West, FL
216

7,767

Hilton Myrtle Beach Resort
Myrtle Beach, SC
385

7,705

Embassy Suites Fort Lauderdale 17th Street
Fort Lauderdale, FL
361

7,628

Wyndham New Orleans - French Quarter
New Orleans, LA
374

7,591

Embassy Suites Myrtle Beach - Oceanfront Resort
Myrtle Beach, SC
255

6,976

Embassy Suites Napa Valley
Napa, CA
205

6,945

Wyndham Philadelphia Historic District
Philadelphia, PA
364

6,927

Residence Inn Palo Alto Los Altos
Los Altos, CA
156

6,717

Embassy Suites San Francisco Airport - South San Francisco
South San Francisco, CA
312

6,595

Courtyard Chicago Downtown Magnificent Mile
Chicago, IL
306

6,513

Wyndham Santa Monica At the Pier
Santa Monica, CA
132

6,390

Courtyard San Francisco
San Francisco, CA
166

6,343

Hyatt House Emeryville San Francisco Bay Area
Emeryville, CA
234

6,289

Embassy Suites Deerfield Beach - Resort & Spa
Deerfield Beach, FL
244

6,168

Fairfield Inn & Suites Washington DC Downtown
Washington, DC
198

6,118

Renaissance Pittsburgh Hotel
Pittsburgh, PA
300

6,098

Hilton Cabana Miami Beach
Miami Beach, FL
231

5,946

Hilton Garden Inn San Francisco Oakland Bay Brg
Emeryville, CA
278

5,847

Hyatt House San Jose Silicon Valley
San Jose, CA
164

5,812

Embassy Suites Milpitas Silicon Valley
Milpitas, CA
266

5,666

DoubleTree Suites by Hilton Austin
Austin, TX
188

5,623

Wyndham Houston - Medical Center Hotel & Suites
Houston, TX
287

5,582

Marriott Denver South @ Park Meadows
Lone Tree, CO
279

5,550

Hyatt House Santa Clara
Santa Clara, CA
150

5,548

Embassy Suites Boston Waltham
Waltham, MA
275

5,488

Embassy Suites Los Angeles Downey
Downey, CA
220

5,287

Courtyard Waikiki Beach
Honolulu, HI
403

5,236

Renaissance Fort Lauderdale Plantation Hotel
Plantation, FL
250

5,184

Residence Inn Bethesda Downtown
Bethesda, MD
188

5,131

Embassy Suites Atlanta - Buckhead
Atlanta, GA
316

5,088

Embassy Suites Irvine Orange County
Irvine, CA
293

4,963

Residence Inn Austin Downtown Convention Center
Austin, TX
179

4,858

Marriott Denver Airport @ Gateway Park
Aurora, CO
238

4,838

Hilton Garden Inn Los Angeles Hollywood
Los Angeles, CA
160

4,812

Homewood Suites Washington DC Downtown
Washington, DC
175

4,692

Courtyard Charleston Historic District
Charleston, SC
176

4,660

Renaissance Boulder Flatiron Hotel
Broomfield, CO
232

4,644

Hyatt House San Diego Sorrento Mesa
San Diego, CA
193

4,641

Embassy Suites Orlando - International Drive South/Convention Center
Orlando, FL
244

4,440

Embassy Suites Dallas - Love Field
Dallas, TX
248

4,171

Hyatt Place Washington DC Downtown K Street
Washington, DC
164

4,122

Hyatt Place Fremont Silicon Valley
Fremont, CA
151

4,019

Hilton Garden Inn New Orleans Convention Center
New Orleans, LA
286

3,984

Residence Inn National Harbor Washington DC
Oxon Hill, MD
162

3,909

Wyndham Pittsburgh University Center
Pittsburgh, PA
251

3,892

Embassy Suites Phoenix - Biltmore
Phoenix, AZ
232

3,733

Top 60 Assets
 
16,505

388,120

Other (95 Assets)
 
13,705

199,992

Total Portfolio
 
30,210

$
588,112

Note: For the trailing twelve months ended March 31, 2018. Results reflect 100% of the financial results of three consolidated joint ventures and exclude the Chateau LeMoyne-French Quarter New Orleans, which is an unconsolidated hotel. Amounts in thousands, except rooms. The information above includes results for periods prior to the Company's ownership. The information has not been audited and is presented only for comparison purposes.


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RLJ Lodging Trust
Pro forma Operating Statistics

For the three months ended March 31, 2018 and March 31, 2017
Top Markets
 
# of Hotels
 
Occupancy
 
ADR
 
RevPAR
2018
2017
Var
2018
2017
Var
2018
2017
Var
South Florida
 
13

 
91.6
%
88.1
%
4.0
 %
 
$
224.98

$
216.86

3.7
 %
 
$
206.18

$
191.01

7.9
 %
Northern California
 
14

 
78.8
%
80.8
%
(2.5
)%
 
215.57

219.97

(2.0
)%
 
169.85

177.79

(4.5
)%
Southern California
 
9

 
84.0
%
83.4
%
0.8
 %
 
172.02

172.93

(0.5
)%
 
144.47

144.14

0.2
 %
Austin
 
14

 
76.6
%
79.5
%
(3.7
)%
 
178.24

183.11

(2.7
)%
 
136.58

145.66

(6.2
)%
Houston
 
11

 
73.2
%
72.4
%
1.1
 %
 
144.90

164.68

(12.0
)%
 
106.06

119.26

(11.1
)%
Washington, DC
 
8

 
74.6
%
70.2
%
6.4
 %
 
172.66

191.63

(9.9
)%
 
128.85

134.44

(4.2
)%
Denver
 
13

 
67.6
%
69.3
%
(2.4
)%
 
129.22

127.32

1.5
 %
 
87.41

88.24

(0.9
)%
Chicago
 
14

 
59.5
%
54.1
%
10.0
 %
 
121.87

120.81

0.9
 %
 
72.49

65.30

11.0
 %
Louisville
 
5

 
58.7
%
60.6
%
(3.2
)%
 
140.42

148.82

(5.6
)%
 
82.37

90.22

(8.7
)%
New York City
 
5

 
83.6
%
79.8
%
4.7
 %
 
174.62

172.28

1.4
 %
 
145.91

137.55

6.1
 %
Other
 
49

 
72.8
%
74.2
%
(1.9
)%
 
162.61

161.03

1.0
 %
 
118.43

119.49

(0.9
)%
Total
 
155

 
75.2
%
75.1
%
0.1
 %
 
$
172.89

$
174.37

(0.8
)%
 
$
130.01

$
130.97

(0.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service Level
 
# of Hotels
 
Occupancy
 
ADR
 
RevPAR
2018
2017
Var
2018
2017
Var
2018
2017
Var
Focused-Service
 
102

 
74.1
%
73.3
%
1.0
 %
 
$
156.87

$
161.43

(2.8
)%
 
$
116.20

$
118.40

(1.9
)%
Compact Full-Service
 
48

 
78.7
%
78.9
%
(0.2
)%
 
189.38

188.19

0.6
 %
 
149.03

148.39

0.4
 %
Full-Service
 
5

 
59.1
%
62.2
%
(5.0
)%
 
171.17

167.23

2.4
 %
 
101.15

104.00

(2.7
)%
Total
 
155

 
75.2
%
75.1
%
0.1
 %
 
$
172.89

$
174.37

(0.8
)%
 
$
130.01

$
130.97

(0.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chain Scale
 
# of Hotels
 
Occupancy
 
ADR
 
RevPAR
2018
2017
Var
2018
2017
Var
2018
2017
Var
Upper Upscale
 
39

 
75.8
%
76.0
%
(0.3
)%
 
$
194.42

$
192.64

0.9
 %
 
$
147.39

$
146.42

0.7
 %
Upscale
 
98

 
75.3
%
75.1
%
0.2
 %
 
159.76

162.60

(1.8
)%
 
120.24

122.14

(1.6
)%
Upper Midscale
 
16

 
73.0
%
73.4
%
(0.5
)%
 
158.95

165.67

(4.1
)%
 
116.01

121.54

(4.5
)%
Other
 
2

 
70.4
%
63.4
%
11.2
 %
 
229.53

233.83

(1.8
)%
 
161.63

148.13

9.1
 %
Total
 
155

 
75.2
%
75.1
%
0.1
 %
 
$
172.89

$
174.37

(0.8
)%
 
$
130.01

$
130.97

(0.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Flags
 
# of Hotels
 
Occupancy
 
ADR
 
RevPAR
2018
2017
Var
2018
2017
Var
2018
2017
Var
Residence Inn
 
29

 
75.9
%
75.3
%
0.8
 %
 
$
154.55

$
157.58

(1.9
)%
 
$
117.36

$
118.69

(1.1
)%
Courtyard
 
24

 
74.6
%
74.4
%
0.4
 %
 
157.14

162.82

(3.5
)%
 
117.29

121.07

(3.1
)%
Embassy Suites
 
23

 
79.9
%
80.1
%
(0.2
)%
 
191.30

189.02

1.2
 %
 
152.93

151.39

1.0
 %
Hyatt House
 
11

 
81.5
%
78.1
%
4.3
 %
 
173.64

173.94

(0.2
)%
 
141.47

135.91

4.1
 %
Hilton Garden Inn
 
8

 
73.6
%
70.8
%
4.0
 %
 
162.10

164.30

(1.3
)%
 
119.31

116.28

2.6
 %
SpringHill Suites
 
8

 
63.6
%
67.6
%
(5.9
)%
 
125.60

134.72

(6.8
)%
 
79.92

91.12

(12.3
)%
Wyndham
 
8

 
74.2
%
73.6
%
0.9
 %
 
160.66

163.14

(1.5
)%
 
119.25

120.05

(0.7
)%
Fairfield Inn & Suites
 
7

 
72.5
%
72.4
%
0.2
 %
 
159.73

173.57

(8.0
)%
 
115.81

125.60

(7.8
)%
Hampton Inn
 
7

 
74.0
%
70.8
%
4.5
 %
 
144.10

145.09

(0.7
)%
 
106.59

102.75

3.7
 %
Marriott
 
6

 
64.8
%
67.8
%
(4.5
)%
 
196.25

201.09

(2.4
)%
 
127.09

136.35

(6.8
)%
DoubleTree
 
6

 
80.2
%
83.7
%
(4.2
)%
 
177.51

171.02

3.8
 %
 
142.32

143.13

(0.6
)%
Renaissance
 
4

 
77.8
%
75.3
%
3.4
 %
 
206.64

204.02

1.3
 %
 
160.80

153.54

4.7
 %
Hyatt Place
 
3

 
75.4
%
77.6
%
(2.8
)%
 
169.51

177.76

(4.6
)%
 
127.82

137.96

(7.3
)%
Homewood Suites
 
2

 
66.9
%
71.5
%
(6.3
)%
 
162.11

179.28

(9.6
)%
 
108.51

128.12

(15.3
)%
Hilton
 
2

 
64.4
%
61.4
%
4.8
 %
 
186.11

170.11

9.4
 %
 
119.83

104.49

14.7
 %
Hyatt
 
2

 
81.8
%
80.0
%
2.2
 %
 
200.37

201.14

(0.4
)%
 
163.86

160.96

1.8
 %
Other
 
5

 
71.4
%
71.9
%
(0.7
)%
 
197.16

199.01

(0.9
)%
 
140.69

143.00

(1.6
)%
Total
 
155

 
75.2
%
75.1
%
0.1
 %
 
$
172.89

$
174.37

(0.8
)%
 
$
130.01

$
130.97

(0.7
)%
Note: Results reflect 100% of the financial results of three consolidated joint ventures and exclude the Chateau LeMoyne-French Quarter New Orleans, which is an unconsolidated hotel. The information above includes results for periods prior to the Company's ownership. Wyndham hotels reclassified to Upscale to conform with Smith Travel Research chain scale definitions. The information has not been audited and is presented only for comparison purposes.





16