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 8, 2019
 
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 8, 2019, RLJ Lodging Trust (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2019.  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 8, 2019
By:
/s/ Leslie D. Hale
 
 
Leslie D. Hale
 
 
President ad Chief Executive Officer

EXHIBIT LIST
 
Exhibit
Number
 
Description
99.1

 




Exhibit
https://cdn.kscope.io/ff244bd07608d81d79740dc833e1cc8f-image0a25.jpg

Press Release


RLJ Lodging Trust Reports First Quarter 2019 Results

- Pro forma RevPAR increased 1.3%
- Repurchased 0.6 million common shares year-to-date for $10.8 million
- Refinanced approximately $381 million of debt (post quarter-end)


Bethesda, MD, May 8, 2019 – RLJ Lodging Trust (the “Company”) (NYSE: RLJ) today reported results for the three months ended March 31, 2019.

Highlights
Pro forma RevPAR increased 1.3%, driven by a Pro forma ADR increase of 2.0%
Net income of $28.3 million
Pro forma Consolidated Hotel EBITDA of $120.5 million, an increase of 0.6% over the prior year
Pro forma Hotel EBITDA Margin of 30.2%
Adjusted FFO of $82.6 million, an increase of 1.4% over the prior year
Repurchased 0.6 million common shares since the beginning of the year for $10.8 million at an average price of $17.53
Refinanced approximately $381 million of debt subsequent to quarter-end, reducing interest rates, extending maturities, and adding flexibility

“We are pleased with our solid performance this quarter, which underscores the targeted capital investments we made last year in markets and assets that are positioned for outsized growth in 2019 and beyond. Our asset management team successfully implemented cost containment initiatives to mitigate the significant cost pressures that we are seeing, which aided in our ability to outperform our bottom line expectations, commented Leslie D. Hale, President and Chief Executive Officer. “In addition to achieving solid results, we prudently allocated capital through highly accretive share repurchases, further strengthened our balance sheet, and made progress on our strategic initiative to sell our non-core hotels. All of these initiatives have positioned RLJ to achieve our key 2019 strategic priorities.

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.

Pro forma RevPAR growth for the first quarter was 1.3%. The Company's top performing markets were Atlanta, Northern California, and Louisville with Pro forma RevPAR growth of 20.9%, 15.5%, and 13.5%, respectively. The Company's RevPAR growth was impacted by approximately 25 basis points from the government shutdown and 60 basis points from current year renovation disruption. Additionally, excluding Denver, which experienced softness in the quarter, Pro forma RevPAR growth was 1.8%.


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Adjusted EBITDA for the first quarter was $111.5 million, a decrease of $4.2 million from the comparable period in 2018. Adjusted EBITDA for the comparable period in the prior year included $4.8 million from seven sold hotels. Normalizing for the impact of asset sales, Adjusted EBITDA would have increased by $0.6 million from the comparable period in 2018.

Interest expense for the first quarter was $20.1 million, a decrease of $8.6 million from the comparable period in 2018, primarily due to the prior year redemption of the senior secured notes and the repayment of the Knickerbocker mortgage. First quarter interest expense includes a unrealized gain of $2.3 million related to interest rate hedges that were specifically assigned to debt that was repaid in 2019. Please refer to the financial tables for a reconciliation of net interest expense.

Financial and Operating Highlights

($ in thousands, except ADR, RevPAR, and per share amounts)
(unaudited)
 
For the three months ended March 31,
 
2019
2018
Change
Operational Overview:
 
 
 
Pro forma ADR
$175.32
$171.87
2.0
 %
Pro forma Occupancy
74.8
%
75.3
%
(0.7
)%
Pro forma RevPAR
$131.19
$129.51
1.3
 %
 
 
 
 
Financial Overview:
 
 
 
Total Revenues
$399,267
$429,593
(7.1
)%
Pro forma Revenue
$398,849
$390,499
2.1
 %
 
 
 
 
Net Income
$28,331
$23,894
18.6
 %
 
 
 
 
Pro forma Hotel EBITDA
$120,473
$119,761
0.6
 %
Pro forma Hotel EBITDA Margin
30.2
%
30.7
%
-46 bps

Adjusted EBITDA (1)
$111,546
$115,793
(3.7
)%
 
 
 
 
Adjusted FFO
$82,639
$81,470
1.4
 %
Adjusted FFO Per Diluted Common Share and Unit
$0.48
$0.47
2.1
 %
Note:
(1) For the three months ended March 31, 2018, the seven sold hotels in 2018 contributed $4.8 million to Adjusted EBITDA

Share Repurchases
Year-to-date, the Company has repurchased 0.6 million shares of its common stock for $10.8 million at an average price per share of $17.53. The Company's share buyback program has remaining capacity of $249.6 million.

Balance Sheet
As of March 31, 2019, the Company had $241.5 million of unrestricted cash on its balance sheet, $460.0 million available on its revolving credit facility, and $2.2 billion of debt outstanding.

The Company’s ratio of net debt to Adjusted EBITDA for the trailing twelve-month period ended March 31, 2019, was 3.8x.

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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 15, 2019, to shareholders of record as of March 29, 2019.

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, 2019, to shareholders of record as of March 29, 2019.

Subsequent Events
In April 2019, the Company refinanced approximately $381 million of secured debt, which reduced borrowing costs, extended maturities (including extensions), and improved non-financial terms. These included the following:

New $200.0 million five-year floating rate mortgage loan maturing April 2024
New $96.0 million seven-year floating rate mortgage loan maturing April 2026
Amended and restated $85.0 million seven-year floating rate mortgage loan maturing April 2026

The Company utilized proceeds from the two new loans to repay its $150.0 million secured loan maturing in October 2021 and approximately $140 million secured loan maturing in March 2022.

Outlook
The Company's full-year outlook includes all hotels owned as of May 8, 2019. Potential future acquisitions, dispositions, financing, or share repurchases are not incorporated into the Company's outlook below and could result in a material change to the Company's outlook. For the full year 2019, the Company is updating its outlook to incorporate first quarter results.

 
Outlook as of February 28, 2019
 
Current Outlook
 
Variance at Midpoint
 
 
 
Pro forma RevPAR growth
0.0% to +2.0%
 
0.0% to +2.0%
 
-
Pro forma Hotel EBITDA Margin
31.6% to 32.6%
 
31.8% to 32.6%
 
10 bps
Pro forma Consolidated Hotel EBITDA
$522.0M to $552.0M
 
$527.0M to $552.0M
 
$2.5M
Corporate Cash General & Administrative
$35.0M to $36.0M
 
$35.0M to $36.0M
 
-
Adjusted EBITDA
$487.0M to $517.0M
 
$492.0M to $517.0M
 
$2.5M
Adjusted FFO per Diluted Share and Unit
$2.15 to $2.30
 
$2.18 to $2.30
 
$0.015

Additionally, key assumptions underlying the Company's full year 2019 outlook include:

Net interest expense of $88 million to $90 million, which excludes the impact of unrealized gains or losses related to interest rate hedges
Capital expenditures related to renovations in the range of $90 million to $110 million and approximately 40 bps to 50 bps of renovation related RevPAR disruption
Cash income tax expense of $3 million to $4 million
Diluted weighted-average common shares and units of 173.7 million, assuming no additional share repurchases


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For the second quarter 2019, the Company anticipates Pro forma Consolidated Hotel EBITDA and Adjusted EBITDA to be between 28.75% and 29.75% of the Company's full year 2019 outlook, calculated at the midpoint of the respective outlook range.

Earnings Call
The Company will conduct its quarterly analyst and investor conference call on May 9, 2019, at 10:00 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 150 hotels with approximately 28,600 rooms located in 25 states and the District of Columbia and an ownership interest in one unconsolidated hotel with 171 rooms.

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,

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and other factors discussed in other documents filed by the Company with the Securities and Exchange Commission. 

###
 Additional Contacts:
Sean M. Mahoney, Executive Vice President 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 (“Non-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.
 
Funds From Operations (“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.

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

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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 REITs.

Adjustments to FFO and EBITDAre
The Company adjusts FFO, EBITDA, and EBITDAre for certain items that the Company considers either outside the normal course of operations or extraordinary. The Company believes that Adjusted FFO, Adjusted EBITDA, and Adjusted EBITDAre 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, EBITDA, 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 representing income and expenses outside of the normal course of operations

The Company previously presented Adjusted EBITDA with adjustments for noncontrolling interests in consolidated joint ventures. 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:

Pro forma adjustments: Acquired hotels
For the three months ended March 31, 2019 and 2018, respectively, no hotels were acquired.

Pro forma adjustments: Sold hotels
For the three months ended March 31, 2019, no hotels were sold. For the three months ended March 31, 2018, pro forma adjustments included the following hotels:
Embassy Suites Boston - Marlborough sold in February 2018
Sheraton Philadelphia Society Hill Hotel sold in March 2018

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Embassy Suites Napa Valley sold in July 2018
DoubleTree Columbia sold in August 2018
The Vinoy Renaissance St. Petersburg Resort & Golf Club sold in August 2018
DoubleTree by Hilton Burlington Vermont sold in September 2018
Holiday Inn San Francisco - Fisherman's Wharf sold in October 2018

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RLJ Lodging Trust
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
(unaudited)
 
March 31,
2019
 
December 31, 2018
Assets
 

 
 

Investment in hotel properties, net
$
5,355,545

 
$
5,378,651

Investment in unconsolidated joint ventures
21,952

 
22,279

Cash and cash equivalents
241,481

 
320,147

Restricted cash reserves
54,217

 
64,695

Hotel and other receivables, net of allowance of $353 and $598, respectively
67,605

 
52,115

Lease right-of-use assets
149,492

 

Deferred income tax asset, net
46,114

 
47,395

Intangible assets, net
5,143

 
52,448

Prepaid expense and other assets
58,981

 
67,367

Total assets
$
6,000,530

 
$
6,005,097

Liabilities and Equity
 

 
 

Debt, net
$
2,200,146

 
$
2,202,676

Accounts payable and other liabilities
169,398

 
203,833

Deferred income tax liability
2,766

 
2,766

Advance deposits and deferred revenue
30,133

 
25,411

Lease liabilities
124,146

 

Accrued interest
15,124

 
7,913

Distributions payable
65,595

 
65,557

Total liabilities
2,607,308

 
2,508,156

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, 2019 and December 31, 2018
366,936

 
366,936

Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 173,667,027 and 174,019,616 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
1,737

 
1,740

Additional paid-in capital
3,187,285

 
3,195,381

Accumulated other comprehensive (loss) income
(191
)
 
16,195

Distributions in excess of net earnings
(187,092
)
 
(150,476
)
Total shareholders’ equity
3,368,675

 
3,429,776

Noncontrolling interest:
 

 
 

Noncontrolling interest in consolidated joint ventures
13,861

 
11,908

Noncontrolling interest in the Operating Partnership
10,686

 
10,827

Total noncontrolling interest
24,547

 
22,735

Preferred equity in a consolidated joint venture, liquidation value of $45,544 at December 31, 2018

 
44,430

Total equity
3,393,222

 
3,496,941

Total liabilities and equity
$
6,000,530

 
$
6,005,097


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,
 
2019
 
2018
Revenues
 

 
 

Operating revenues
 

 
 

Room revenue
$
337,670

 
$
357,645

Food and beverage revenue
44,246

 
52,195

Other revenue
17,351

 
19,753

Total revenues
$
399,267

 
$
429,593

Expenses
 

 
 

Operating expenses
 

 
 

Room expense
$
84,188

 
$
89,969

Food and beverage expense
34,209

 
41,263

Management and franchise fee expense
34,118

 
35,676

Other operating expense
97,118

 
106,123

Total property operating expenses
249,633

 
273,031

Depreciation and amortization
58,403

 
61,408

Property tax, insurance and other
30,597

 
34,499

General and administrative
11,160

 
10,913

Transaction costs
559

 
1,672

Total operating expenses
350,352

 
381,523

Other income
274

 
1,093

Interest income
1,171

 
1,230

Interest expense
(20,062
)
 
(28,701
)
Loss on sale of hotel properties, net

 
(3,734
)
Gain on extinguishment of indebtedness, net

 
7,659

Income before equity in loss from unconsolidated joint ventures
30,298

 
25,617

Equity in loss from unconsolidated joint ventures
(381
)
 
(381
)
Income before income tax expense
29,917

 
25,236

Income tax expense
(1,586
)
 
(1,342
)
Net income
28,331

 
23,894

Net loss (income) attributable to noncontrolling interests:
 

 
 

Noncontrolling interest in consolidated joint ventures
353

 
234

Noncontrolling interest in the Operating Partnership
(92
)
 
(73
)
Preferred distributions - consolidated joint venture
(186
)
 
(366
)
Redemption of preferred equity - consolidated joint venture
(1,153
)
 

Net income attributable to RLJ
27,253

 
23,689

Preferred dividends
(6,279
)
 
(6,279
)
Net income attributable to common shareholders
$
20,974

 
$
17,410

Basic per common share data:
 
 
 
Net income per share attributable to common shareholders
$
0.12

 
$
0.10

Weighted-average number of common shares
172,796,998

 
174,193,671

Diluted per common share data:
 
 
 
Net income per share attributable to common shareholders
$
0.12

 
$
0.10

Weighted-average number of common shares
172,856,230

 
174,268,815

 

Note:
The Statements of Comprehensive Income and 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
Reconciliation of Non-GAAP Measures
(Amounts in thousands, except per share data)
(unaudited)

Funds from Operations (FFO) Attributable to Common Shareholders and Unitholders
 
For the three months ended March 31,
 
2019
 
2018
Net income
$
28,331

 
$
23,894

Preferred dividends
(6,279
)
 
(6,279
)
Preferred distributions - consolidated joint venture
(186
)
 
(366
)
Redemption of preferred equity - consolidated joint venture
(1,153
)
 

Depreciation and amortization
58,403

 
61,408

Loss on sale of hotel properties, net

 
3,734

Noncontrolling interest in consolidated joint ventures
353

 
234

Adjustments related to consolidated joint ventures (1)
(74
)
 
(75
)
Adjustments related to unconsolidated joint ventures (2)
694

 
668

FFO
80,089

 
83,218

Transaction costs
559

 
1,672

Gain on extinguishment of indebtedness, net

 
(7,659
)
Amortization of share-based compensation
2,725

 
2,514

Non-cash income tax expense
1,281

 
1,103

Other (income) expenses (3)
(2,015
)
 
622

Adjusted FFO
$
82,639

 
$
81,470

 
 
 
 
Adjusted FFO per common share and unit-basic
$
0.48

 
$
0.47

Adjusted FFO per common share and unit-diluted
$
0.48

 
$
0.47

 
 
 
 
Basic weighted-average common shares and units outstanding (4)
173,570

 
174,968

Diluted weighted-average common shares and units outstanding (4)
173,629

 
175,043


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 were not reimbursed by insurance, executive transition costs, activist shareholder costs, and an unrealized gain on certain discontinued cash flow hedges.
(4)  Includes 0.8 million weighted-average operating partnership units for the three month periods ended March 31, 2019 and 2018, respectively.














11

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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,
 
2019
 
2018
Net income
$
28,331

 
$
23,894

Depreciation and amortization
58,403

 
61,408

Interest expense, net of interest income (1)
18,891

 
27,471

Income tax expense
1,586

 
1,342

Adjustments related to unconsolidated joint ventures (2)
817

 
795

EBITDA
108,028

 
114,910

Loss on sale of hotel properties, net

 
3,734

EBITDAre
108,028

 
118,644

Transaction costs
559

 
1,672

Gain on extinguishment of indebtedness, net

 
(7,659
)
Amortization of share-based compensation
2,725

 
2,514

Other expenses, net (3)
234

 
622

Adjusted EBITDA
111,546

 
115,793

General and administrative (4)
8,426

 
8,294

Other corporate adjustments (5)
501

 
486

Consolidated Hotel EBITDA
120,473

 
124,573

Pro forma adjustments - income from sold hotels

 
(4,812
)
Pro forma Consolidated Hotel EBITDA
120,473

 
119,761

Pro forma adjustments - income from non-comparable hotels

 

Pro forma Hotel EBITDA
$
120,473

 
$
119,761


Note:
(1) Includes an unrealized gain of $2.3 million on certain discontinued cash flow hedges related to mortgage debt that was repaid in 2019 for the three months ended March 31, 2019.
(2) Includes our ownership interest 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 were not reimbursed by insurance, executive transition costs, and activist shareholder costs.
(4) Excludes amortization of share-based compensation reflected in Adjusted EBITDA.
(5) Other corporate adjustments include property-level adjustments and certain revenues and expenses at corporate entities. These items include interest income, amortization of deferred management fees, key money amortization, ground rent amortization, legal fees, revenues and expenses associated with non-hotel properties, income (loss) from unconsolidated entities, internal lease rent expense, and other items.



12

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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,
 
2019
 
2018
Total revenue
$
399,267

 
$
429,593

Pro forma adjustments - revenue from sold hotels

 
(38,682
)
Other corporate adjustments / non-hotel revenue
(418
)
 
(412
)
Pro forma Hotel Revenue
$
398,849

 
$
390,499

 
 
 
 
Pro forma Hotel EBITDA
$
120,473

 
$
119,761

 
 
 
 
Pro forma Hotel EBITDA Margin
30.2
%
 
30.7
%










13

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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, 2019 (2)
 
Balance as of April 30, 2019
Secured Debt
 
 
 
 
 
 
 
 
Mortgage loan - 4 hotels
3
Oct 2021
Floating (3)
4.09
%
 
$
150,000

 
$

Mortgage loan - 1 hotel
10
Jun 2022
Fixed
5.25
%
 
31,255

 
31,198

Mortgage loan - 2 hotels
10
Oct 2022
Fixed
4.95
%
 
56,756

 
56,651

Mortgage loan - 1 hotel
10
Oct 2022
Fixed
4.95
%
 
32,623

 
32,563

Mortgage loan - 1 hotel
10
Oct 2022
Fixed
4.94
%
 
28,819

 
28,766

Mortgage loan - 5 hotels
5
Mar 2023
Floating
4.59
%
 
85,000

 

Mortgage loan - 7 hotels
3
Apr 2024
Floating (3)(6)
L + 152 bps

 

 
200,000

Mortgage loan - 3 hotels
5
Apr 2026
Floating (3)(5)(6)
L + 160 bps

 

 
96,000

Mortgage loan - 4 hotels
5
Apr 2026
Floating (6)
L + 160 bps

 

 
85,000

Weighted-Average / Secured Total
 
 
 
4.56
%
 
$
384,453

 
$
530,178

 
 
 
 
 
 
 
 
 
Unsecured Debt
 
 
 
 
 
 
 
 
Revolver (4)
4
Apr 2021
Floating
3.99
%
 
$
140,000

 
$

$400 Million Term Loan Maturing 2021
5
Apr 2021
Floating (3)(5)
3.11
%
 
400,000

 
400,000

$150 Million Term Loan Maturing 2022
7
Jan 2022
Floating (3)
3.08
%
 
150,000

 
150,000

$400 Million Term Loan Maturing 2023
5
Jan 2023
Floating (3)
3.78
%
 
400,000

 
400,000

$225 Million Term Loan Maturing 2023
5
Jan 2023
Floating (3)
3.78
%
 
225,000

 
225,000

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

 
475,000

Weighted-Average / Unsecured Total
 
 
 
4.18
%
 
$
1,790,000

 
$
1,650,000

 
 
 
 
 
 
 
 
 
Weighted-Average / Gross Debt
 
 
 
4.24
%
 
$
2,174,453

 
$
2,180,178

Note:
(1) Interest rates as of March 31, 2019.
(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, 2019, there was $460.0 million of borrowing capacity on the revolver, which is charged an unused commitment fee of 0.30% annually.
(5) Reflects an interest rate swap of $93.0 million on the $96.0 million mortgage loan and $350.0 million on the $400.0 million term loan.
(6) Reflects financing transactions in April 2019.

Schedule of Net Interest Expense
(Amounts in thousands)
(unaudited)
 
For the three months ended March 31,
 
2019
2018
Senior Notes
$
5,944

$
10,587

Revolver and Term Loans
10,153

10,578

Mortgage loans
5,423

6,607

Amortization of deferred financing costs
792

929

Sub-total
$
22,312

$
28,701

Less: Unrealized gain on discontinued cash flow hedges (1)
(2,250
)

Interest Expense
$
20,062

$
28,701

Less: Interest income
(1,171
)
(1,230
)
Net Interest Expense
$
18,891

$
27,471

Note:
(1) The unrealized gain on discontinued cash flow hedges is excluded from the calculations of Adjusted FFO and Adjusted EBITDA.

14

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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
The Knickerbocker New York
New York, NY
330
$13,004
Marriott Louisville Downtown
Louisville, KY
616
11,569
Wyndham San Diego Bayside
San Diego, CA
600
10,580
San Francisco Marriott Union Square
San Francisco, CA
401
9,794
Wyndham Boston Beacon Hill
Boston, MA
304
9,403
The Mills House Wyndham Grand Hotel
Charleston, SC
216
9,100
Embassy Suites San Francisco Airport - Waterfront
Burlingame, CA
340
8,620
Courtyard Austin Downtown Convention Center
Austin, TX
270
8,417
Embassy Suites Fort Lauderdale 17th Street
Fort Lauderdale, FL
361
8,099
Embassy Suites Los Angeles - International Airport South
El Segundo, CA
349
7,948
Hilton Myrtle Beach Resort
Myrtle Beach, SC
385
7,869
Wyndham New Orleans - French Quarter
New Orleans, LA
374
7,842
Embassy Suites Mandalay Beach - Hotel & Resort
Oxnard, CA
250
7,650
Courtyard Portland City Center
Portland, OR
256
7,577
Embassy Suites San Francisco Airport - South San Francisco
South San Francisco, CA
312
7,573
DoubleTree Grand Key Resort
Key West, FL
216
7,549
Courtyard San Francisco
San Francisco, CA
166
7,424
DoubleTree Metropolitan Hotel New York City
New York, NY
764
7,290
Residence Inn Palo Alto Los Altos
Los Altos, CA
156
7,288
Embassy Suites Myrtle Beach - Oceanfront Resort
Myrtle Beach, SC
255
7,202
Renaissance Pittsburgh Hotel
Pittsburgh, PA
300
6,834
Hilton Garden Inn San Francisco Oakland Bay Brg
Emeryville, CA
278
6,777
Embassy Suites Deerfield Beach - Resort & Spa
Deerfield Beach, FL
244
6,454
Hyatt House Emeryville San Francisco Bay Area
Emeryville, CA
234
6,398
Wyndham Santa Monica At the Pier
Santa Monica, CA
132
6,365
Courtyard Waikiki Beach
Honolulu, HI
403
6,350
Fairfield Inn & Suites Washington DC Downtown
Washington, DC
198
6,132
Wyndham Philadelphia Historic District
Philadelphia, PA
364
6,102
Hyatt House San Jose Silicon Valley
San Jose, CA
164
6,078
Hyatt House Santa Clara
Santa Clara, CA
150
6,008
Courtyard Chicago Downtown Magnificent Mile
Chicago, IL
306
5,925
Embassy Suites Atlanta - Buckhead
Atlanta, GA
316
5,848
Embassy Suites Tampa Downtown Convention Center
Tampa, FL
360
5,706
Wyndham Houston - Medical Center Hotel & Suites
Houston, TX
287
5,583
Courtyard Charleston Historic District
Charleston, SC
176
5,404
Marriott Denver South @ Park Meadows
Lone Tree, CO
279
5,356
DoubleTree Suites by Hilton Austin
Austin, TX
188
5,270
Embassy Suites Milpitas Silicon Valley
Milpitas, CA
266
5,231
Embassy Suites Boston Waltham
Waltham, MA
275
5,226
Residence Inn Bethesda Downtown
Bethesda, MD
188
5,089
Renaissance Fort Lauderdale Plantation Hotel
Plantation, FL
250
5,063
Hyatt House San Diego Sorrento Mesa
San Diego, CA
193
5,037
Residence Inn Austin Downtown Convention Center
Austin, TX
179
4,987
Hilton Cabana Miami Beach
Miami Beach, FL
231
4,963
Embassy Suites Orlando - International Drive South/Convention Center
Orlando, FL
244
4,655
Embassy Suites Irvine Orange County
Irvine, CA
293
4,554
Homewood Suites Washington DC Downtown
Washington, DC
175
4,501
Hilton Garden Inn Los Angeles Hollywood
Los Angeles, CA
160
4,472
Hyatt Place Washington DC Downtown K Street
Washington, DC
164
4,208
Embassy Suites Dallas - Love Field
Dallas, TX
248
4,149
Renaissance Boulder Flatiron Hotel
Broomfield, CO
232
4,041
Embassy Suites Los Angeles Downey
Downey, CA
220
3,994
Embassy Suites Miami - International Airport
Miami, FL
318
3,879
Hyatt Place Fremont Silicon Valley
Fremont, CA
151
3,865
Marriott Denver Airport @ Gateway Park
Aurora, CO
238
3,782
Wyndham Pittsburgh University Center
Pittsburgh, PA
251
3,747
Embassy Suites Phoenix - Biltmore
Phoenix, AZ
232
3,679
Residence Inn National Harbor Washington DC
Oxon Hill, MD
162
3,672
Embassy Suites Minneapolis - Airport
Bloomington, MN
310
3,560
Hilton Garden Inn New Orleans Convention Center
New Orleans, LA
286
3,422
Top 60 Assets
 
16,566
374,164
Other (90 Assets)
 
12,031
168,218
Total Portfolio
 
28,597
$542,382
Note: For the trailing twelve months ended March 31, 2019. 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 has not been audited and is presented only for comparison purposes.

15

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RLJ Lodging Trust
Pro forma Operating Statistics
(unaudited)

For the three months ended March 31, 2019 and 2018
Top Markets
 
# of Hotels
 
Occupancy
 
ADR
 
RevPAR
2019
2018
Var
2019
2018
Var
2019
2018
Var
Northern California
 
12
 
81.1
%
79.1
%
2.5
 %
 
$
252.51

$
224.08

12.7
 %
 
$
204.85

$
177.30

15.5
 %
Southern California
 
9
 
79.7
%
84.0
%
(5.1
)%
 
173.17

172.02

0.7
 %
 
138.06

144.47

(4.4
)%
South Florida
 
13
 
89.6
%
91.6
%
(2.2
)%
 
219.65

224.98

(2.4
)%
 
196.77

206.18

(4.6
)%
Austin
 
14
 
79.9
%
76.6
%
4.3
 %
 
173.99

178.24

(2.4
)%
 
139.02

136.58

1.8
 %
New York City
 
5
 
81.7
%
83.6
%
(2.2
)%
 
178.67

174.62

2.3
 %
 
146.04

145.91

0.1
 %
Washington, DC
 
7
 
72.5
%
76.7
%
(5.5
)%
 
182.09

178.32

2.1
 %
 
132.02

136.82

(3.5
)%
Denver
 
13
 
62.0
%
67.6
%
(8.4
)%
 
126.45

129.22

(2.1
)%
 
78.35

87.41

(10.4
)%
Chicago
 
14
 
60.4
%
59.5
%
1.5
 %
 
119.71

121.87

(1.8
)%
 
72.28

72.49

(0.3
)%
Houston
 
11
 
73.0
%
73.2
%
(0.2
)%
 
142.36

144.90

(1.7
)%
 
103.96

106.06

(2.0
)%
Louisville
 
5
 
63.9
%
58.7
%
8.9
 %
 
146.43

140.42

4.3
 %
 
93.50

82.37

13.5
 %
Other
 
47
 
73.0
%
73.1
%
0.0
 %
 
162.10

159.15

1.9
 %
 
118.39

116.29

1.8
 %
Total
 
150
 
74.8
%
75.3
%
(0.7
)%
 
$
175.32

$
171.87

2.0
 %
 
$
131.19

$
129.51

1.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service Level
 
# of Hotels
 
Occupancy
 
ADR
 
RevPAR
2019
2018
Var
2019
2018
Var
2019
2018
Var
Focused-Service
 
102
 
72.9
%
74.1
%
(1.6
)%
 
$
158.97

$
156.87

1.3
 %
 
$
115.84

$
116.20

(0.3
)%
Compact Full-Service
 
45
 
78.6
%
79.0
%
(0.5
)%
 
195.14

190.27

2.6
 %
 
153.34

150.30

2.0
 %
Full-Service
 
3
 
60.0
%
53.5
%
12.0
 %
 
146.31

141.45

3.4
 %
 
87.75

75.73

15.9
 %
Total
 
150
 
74.8
%
75.3
%
(0.7
)%
 
$
175.32

$
171.87

2.0
 %
 
$
131.19

$
129.51

1.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chain Scale
 
# of Hotels
 
Occupancy
 
ADR
 
RevPAR
2019
2018
Var
2019
2018
Var
2019
2018
Var
Upper Upscale
 
37
 
75.6
%
75.4
%
0.2
 %
 
$
196.77

$
191.40

2.8
 %
 
$
148.67

$
144.35

3.0
 %
Upscale
 
96
 
74.9
%
75.9
%
(1.3
)%
 
162.96

160.73

1.4
 %
 
122.02

121.99

0.0
 %
Upper Midscale
 
15
 
72.0
%
71.4
%
0.9
 %
 
150.51

150.98

(0.3
)%
 
108.40

107.78

0.6
 %
Other
 
2
 
68.5
%
70.4
%
(2.7
)%
 
246.72

229.53

7.5
 %
 
169.06

161.63

4.6
 %
Total
 
150
 
74.8
%
75.3
%
(0.7
)%
 
$
175.32

$
171.87

2.0
 %
 
$
131.19

$
129.51

1.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Flags
 
# of Hotels
 
Occupancy
 
ADR
 
RevPAR
2019
2018
Var
2019
2018
Var
2019
2018
Var
Residence Inn
 
29
 
74.4
%
75.9
%
(2.0
)%
 
$
152.39

$
154.55

(1.4
)%
 
$
113.38

$
117.36

(3.4
)%
Courtyard
 
24
 
73.9
%
74.6
%
(0.9
)%
 
159.51

157.14

1.5
 %
 
117.96

117.29

0.6
 %
Embassy Suites
 
22
 
79.1
%
80.1
%
(1.1
)%
 
195.38

191.20

2.2
 %
 
154.64

153.09

1.0
 %
Hyatt House
 
11
 
79.2
%
81.5
%
(2.7
)%
 
182.87

173.64

5.3
 %
 
144.91

141.47

2.4
 %
Hilton Garden Inn
 
8
 
71.3
%
73.6
%
(3.1
)%
 
167.22

162.10

3.2
 %
 
119.23

119.31

(0.1
)%
SpringHill Suites
 
8
 
59.9
%
63.6
%
(5.9
)%
 
126.70

125.60

0.9
 %
 
75.86

79.92

(5.1
)%
Wyndham
 
8
 
76.2
%
74.2
%
2.7
 %
 
159.65

160.66

(0.6
)%
 
121.66

119.25

2.0
 %
Fairfield Inn & Suites
 
7
 
75.4
%
72.5
%
4.0
 %
 
157.78

159.73

(1.2
)%
 
118.93

115.81

2.7
 %
Hampton Inn
 
7
 
71.6
%
74.0
%
(3.2
)%
 
144.88

144.10

0.5
 %
 
103.73

106.59

(2.7
)%
Marriott
 
6
 
69.1
%
64.8
%
6.8
 %
 
211.09

196.25

7.6
 %
 
145.94

127.09

14.8
 %
DoubleTree
 
4
 
88.6
%
89.2
%
(0.7
)%
 
193.89

190.67

1.7
 %
 
171.71

170.05

1.0
 %
Renaissance
 
3
 
72.4
%
73.9
%
(2.0
)%
 
171.80

173.76

(1.1
)%
 
124.45

128.40

(3.1
)%
Hyatt Place
 
3
 
70.6
%
75.4
%
(6.4
)%
 
176.52

169.51

4.1
 %
 
124.66

127.82

(2.5
)%
Homewood Suites
 
2
 
73.2
%
66.9
%
9.3
 %
 
162.76

162.11

0.4
 %
 
119.11

108.51

9.8
 %
Hilton
 
2
 
60.7
%
64.4
%
(5.7
)%
 
176.50

186.11

(5.2
)%
 
107.13

119.83

(10.6
)%
Hyatt
 
2
 
81.5
%
81.8
%
(0.4
)%
 
230.02

200.37

14.8
 %
 
187.43

163.86

14.4
 %
Other
 
4
 
66.9
%
65.6
%
1.9
 %
 
219.90

212.29

3.6
 %
 
147.12

139.32

5.6
 %
Total
 
150
 
74.8
%
75.3
%
(0.7
)%
 
$
175.32

$
171.87

2.0
 %
 
$
131.19

$
129.51

1.3
 %
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 has not been audited and is presented only for comparison purposes.


16