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): August 6, 2013

RLJ LODGING TRUST

(Exact name of registrant as specified in its charter)

(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 August 6, 2013, RLJ Lodging Trust (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2013.  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:

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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.

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EXHIBIT LIST

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Exhibit 99.1

Press Release

RLJ Lodging Trust Reports Second Quarter 2013 Results

- Second quarter Pro forma RevPAR increased 8.7%

- Second quarter Pro forma Hotel EBITDA Margin increased 124 basis points

Bethesda, MD, August 6, 2013 – RLJ Lodging Trust (the “Company”) (NYSE: RLJ) today reported results for the three and six months ended June 30, 2013.

Second Quarter Highlights

·                  Pro forma RevPAR increased 8.7%, Pro forma ADR increased 6.3% and Pro forma Occupancy increased 2.3%

·                  Pro forma Hotel EBITDA Margin increased 124 basis points to 37.5%

·                  Pro forma Consolidated Hotel EBITDA increased 12.6% to $99.5 million

·                  Adjusted FFO increased 34.1% to $74.8 million

·                  Acquired two hotels for a total investment of $104.8 million in key gateway markets

·                  Declared a cash dividend of $0.205 per share for the quarter

“Our industry-leading results this quarter once again demonstrate the strength of our well-diversified portfolio and effective asset management,” commented Thomas J. Baltimore, Jr., President and Chief Executive Officer. “We remain committed to maximizing shareholder value through selective acquisitions in high-barrier markets, value-add renovations, and conservative balance sheet management.  As the economy continues to improve, we believe that our various value-enhancing strategies will continue to position us to deliver outsized growth.”

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. Pro forma RevPAR and Pro forma Hotel EBITDA Margin are reported on a comparable basis and therefore exclude non-comparable hotels that were not open for operation or closed for renovations for comparable periods. Explanations of EBITDA, Adjusted EBITDA, Hotel EBITDA, FFO, and Adjusted FFO, as well as reconciliations of those measures to net income or loss, if applicable, are included at the end of this release.

Pro forma RevPAR for the three months ended June 30, 2013, increased 8.7% over the comparable period in 2012, driven by an increase in Pro forma ADR of 6.3% and an increase in Pro forma Occupancy of 2.3%. Among the Company’s top six markets, the best performers in the quarter were Houston and Austin which experienced RevPAR growth of 14.8% and 14.3%, respectively. For the six months ended June 30, 2013, Pro forma RevPAR increased 9.8% over the comparable period in 2012, driven by an increase in Pro forma ADR of 6.6% and an increase in Pro forma Occupancy of 2.9%.

Pro forma Hotel EBITDA Margin for the three months ended June 30, 2013, increased 124 basis points over the comparable period in 2012 to 37.5%. For the six months ended June 30, 2013, Pro forma Hotel EBITDA Margin increased 134 basis points over the comparable period in 2012 to 34.8%.

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Pro forma Consolidated Hotel EBITDA includes the results of non-comparable hotels. For the three months ended June 30, 2013, Pro forma Consolidated Hotel EBITDA increased $11.1 million to $99.5 million, representing a 12.6% increase over the comparable period in 2012. For the six months ended June 30, 2013, Pro forma Consolidated Hotel EBITDA increased $21.5 million to $171.1 million, representing a 14.4% increase over the comparable period in 2012.

Adjusted EBITDA for the three months ended June 30, 2013, increased $15.8 million to $92.1 million, representing a 20.8% increase over the comparable period in 2012. For the six months ended June 30, 2013, Adjusted EBITDA increased $28.0 million to $153.4 million, representing an increase of 22.4% over the comparable period in 2012.

Adjusted FFO for the three months ended June 30, 2013, increased $19.0 million to $74.8 million, representing a 34.1% increase over the comparable period in 2012. For the six months ended June 30, 2013, Adjusted FFO increased $34.5 million to $118.8 million, representing a 41.0% increase over the comparable period in 2012. Adjusted FFO per diluted share and unit for the three and six months ended June 30, 2013, was $0.61 and $1.03, respectively, based on the Company’s diluted weighted-average common shares and units outstanding of 123.2 million and 115.8 million for each period, respectively.

Net income attributable to common shareholders for the three months ended June 30, 2013, was $40.5 million, compared to $18.9 million in the comparable period in 2012. For the six months ended June 30, 2013, net income attributable to common shareholders was $49.0 million, compared to $12.4 million in the comparable period in 2012. The results for both the three and six months ended June 30, 2013, include a $2.4 million gain on extinguishment of debt related to the disposition of one hotel.

Net cash flow from operating activities for the six months ended June 30, 2013, totaled $99.7 million compared to $58.2 million for the comparable period in 2012.

Acquisitions/Dispositions

During the three months ended June 30, 2013, the Company acquired two assets in major gateway markets that exhibit attractive demand and supply fundamentals: the 399-room Courtyard by Marriott Waikiki Beach in Honolulu, HI, and the 150-room Vantaggio Suites Cosmo in San Francisco, CA.

On June 17, 2013, the Company acquired the long-term leasehold interest in the 399-room Courtyard by Marriott Waikiki Beach for a purchase price of $75.3 million, or approximately $189,000 per key. The purchase price represents a forward capitalization rate of approximately 7.8% based on the hotel’s projected 2014 net operating income.

On June 21, 2013, the Company acquired the 150-room Vantaggio Suites Cosmo in San Francisco, CA, for a purchase price of $29.5 million, or approximately $197,000 per key. The hotel is currently closed for an extensive $13.0 million multi-phase conversion to a Courtyard by Marriott, which is expected to be completed by the end of 2014. The total investment, including capital expenditures, will represent a forward capitalization rate of approximately 7.8% based on the hotel’s projected 2015 net operating income.

During the quarter, the Company also disposed of one hotel.  On May 30, 2013, the Company transferred title of the SpringHill Suites Southfield to its lenders pursuant to a deed in lieu of foreclosure, a process that the Company initiated over 18 months ago.  The Company removed the hotel’s net assets and liabilities from its combined

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consolidated balance sheet and recorded a gain on extinguishment of debt of approximately $2.4 million to discontinued operations.

Balance Sheet and Capital Expenditures

As of June 30, 2013, the Company had $262.9 million of unrestricted cash on its balance sheet and $300.0 million available on its unsecured revolving credit facility. The Company had $1.4 billion of outstanding debt. The Company’s ratio of net debt to Adjusted EBITDA for the trailing twelve month period was 3.6 times.

In 2013, the Company plans to renovate 25 hotels for approximately $40.0 million to $45.0 million. The majority of these hotels are scheduled to be renovated in the fourth quarter.

Dividends

The Company’s Board of Trustees declared a cash dividend of $0.205 per common share of beneficial interest in the second quarter. The dividend was paid on July 15, 2013, to shareholders of record as of June 28, 2013.

2013 Outlook

Based on the Company’s recent acquisitions and second quarter performance, the Company is increasing its 2013 outlook. The outlook excludes potential future acquisitions and dispositions, which could result in a material change to the Company’s outlook. The 2013 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. Pro forma operating statistics include results for periods prior to the Company’s ownership and therefore assume the hotels were owned since January 1, 2012.  Pro forma Consolidated Hotel EBITDA includes approximately $5.9 million of prior ownership Hotel EBITDA from hotel acquisitions made in the first six months of 2013 that is not included in the Company’s corporate Adjusted EBITDA or Adjusted FFO. For the full year 2013, the Company anticipates:

(1) Results exclude two non-comparable hotels, the Hotel Indigo New Orleans Garden District and the Vantaggio Suites Cosmo in San Francisco. The Hotel Indigo New Orleans Garden District was closed for most of 2012 due to a conversion upgrade. The Vantaggio Suites Cosmo is closed for conversion to a Courtyard by Marriott.

Earnings Call

The Company will conduct its quarterly analyst and investor conference call on August 7, 2013, at 10:00 a.m. (Eastern Time). The conference call can be accessed by dialing (877) 705-6003 or (201) 493-6725 for international participants and requesting RLJ Lodging Trust’s second quarter earnings conference call. Additionally, a live webcast of the conference call will be available through the Company’s website at http://rljlodgingtrust.com. A replay of the conference call webcast will be archived and available online through the Investor Relations section of the Company’s website.

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About Us

RLJ Lodging Trust is a self-advised, publicly traded real estate investment trust focused on acquiring premium-branded, focused-service and compact full-service hotels. The Company owns 149 properties, comprised of 147 hotels with approximately 22,300 rooms and two planned hotel conversions, located in 22 states and the District of Columbia.

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,” “may” 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 urge 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 SEC.

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Additional Contacts:

Leslie D. Hale, Chief Financial Officer, RLJ Lodging Trust – (301) 280-7774

For additional information or to receive press releases via email, please visit our website:

http://rljlodgingtrust.com

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RLJ Lodging Trust

Non-GAAP Definitions

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) Adjusted EBITDA, and (5) Hotel EBITDA. 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, Adjusted EBITDA, and Hotel EBITDA 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 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, items classified by GAAP as extraordinary, 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 by excluding the effect of depreciation and amortization, gains or losses from sales for real estate, extraordinary items and the portion of items related to unconsolidated entities, all of which are based on historical cost accounting, and that FFO 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 units 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.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

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. The Company presents EBITDA attributable to common shareholders, which includes OP units, because the OP units are redeemable for common shares of the Company. The Company believes it is meaningful for the investor to understand EBITDA attributable to all common shares and OP units.

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Hotel EBITDA

With respect to Hotel EBITDA, the Company believes that excluding the effect of corporate-level expenses, non-cash items, and the portion of these items related to unconsolidated entities, 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 third-party management companies operating the Company’s business on a property-level basis.

Pro forma Hotel EBITDA includes hotel results from prior ownership periods and excludes non-comparable hotels which were not open for operation or closed for renovations for comparable periods. Pro forma Consolidated Hotel EBITDA includes hotel results from prior ownership periods and includes the results of non-comparable hotels which were not open for operation or closed for renovations during the comparable periods.

Adjustments to FFO and EBITDA

The Company adjusts FFO and EBITDA for certain additional items, such as transaction and pursuit costs, the amortization of share-based compensation, and certain other expenses that the Company considers outside the normal course of business.  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, EBITDA and FFO, is beneficial to an investor’s understanding of its operating performance. The Company adjusts EBITDA and FFO for the following items, as applicable:

·                  Transaction and Pursuit Costs: The Company excludes transaction and pursuit costs expensed during the period because it believes they do not reflect the underlying performance of the Company.

·                  Non-Cash Expenses: The Company excludes the effect of certain non-cash items because it believes they do not reflect the underlying performance of the Company.  In 2013 and 2012, the Company excluded the amortization of share based compensation.  In 2013, the Company excluded a non-cash gain on the extinguishment of debt related to the disposition of one hotel.  In 2012, the Company excluded a non-cash loss on disposal of furniture, fixtures, and equipment associated with assets under renovation.

·                  Other Non-operational Expenses: The Company excludes the effect of certain non-operational expenses because it believes they do not reflect the underlying performance of the Company. In 2013 and 2012, the Company excluded legal expenses it considered outside the normal course of business.

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RLJ Lodging Trust

Combined Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

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RLJ Lodging Trust

Combined Consolidated Statements of Operations

(Amounts in thousands, except share and per share data)
(Unaudited)

Note:

The Statement of Comprehensive Income and corresponding footnotes can be found in the Company’s Quarterly Report on Form 10-Q.

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RLJ Lodging Trust

Reconciliation of Net Income to Non-GAAP Measures

(Amounts in thousands, except per share data)

(Unaudited)

Funds From Operations (FFO)

Note:

(1)         Represents the gain on the transfer of title to the SpringHill Suites Southfield, Michigan, hotel to the lenders pursuant to a deed in lieu of foreclosure.  The gain is included in discontinued operations.

(2)         Includes depreciation and amortization expense from discontinued operations.

(3)         Includes depreciation and amortization expense allocated to the noncontrolling interest in the joint venture.

(4)         Includes less than $0.1 million for the three and six months ended June 30, 2013 and $0.2 million for the three and six months ended June 30, 2012, respectively, of legal expenses outside the normal course of operations.

(5)         Includes 0.9 million operating partnership units.

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RLJ Lodging Trust

Reconciliation of Net Income to Non-GAAP Measures

(Amounts in thousands)

(Unaudited)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

Note:

(1)  Excludes amounts attributable to investment in loans of $0.2 million and $0.5 million for the three and six months ended June 30, 2013, respectively and $0.4 million and $0.8 million for the three and six months ended June 30, 2012, respectively.

(2)  Includes depreciation, amortization and interest expense from discontinued operations.

(3)  Includes depreciation, amortization and interest expense allocated to the noncontrolling interest in the joint venture.

(4)  Represents the gain on the transfer of title to the SpringHill Suites Southfield, Michigan, hotel to the lenders pursuant to a deed in lieu of foreclosure.  The gain is included in discontinued operations.

(5)  Includes less than $0.1 million for the three and six months ended June 30, 2013 and $0.2 million for the three and six months ended June 30, 2012, respectively, of legal expenses outside the normal course of operations.

(6)  General and administrative expenses exclude amortization of share based compensation, which is reflected in Adjusted EBITDA.

(7)  Reflects prior ownership results of recent acquisitions.

(8)  Non-cash amortization includes the amortization of deferred management and franchise fees.

(9)  Results primarily reflect the Hotel Indigo New Orleans Garden District which was closed most of 2012 due to a conversion upgrade.  It reopened in December 2012 and therefore the results have been excluded from 2013 and 2012.

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RLJ Lodging Trust

Acquisitions

Note:

(1) Does not reflect credits received at closing.

(2) Conversion to a 166-room SpringHill Suites expected to be complete by mid-2015.

(3) This property is currently not open for operations.  Conversion to a 150-room Courtyard by Marriott expected to be complete by late 2014.

(4) On November 30, 2012, the Company signed a purchase and sale agreement to acquire upon completion the 231-room Hilton Cabana Miami Beach for a fixed purchase price of $71.6 million, or approximately $310,000 per key. The transaction is expected to close in the fourth quarter of 2013.  No management contract has been signed.

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RLJ Lodging Trust

Pro forma Operating Statistics — Top 40 Assets

(Amounts in thousands, except rooms)

(Unaudited)

For the trailing twelve months ending June 30, 2013

Note:

The information above has not been audited and is presented only for comparison purposes. Results reflect 100% of DoubleTree by Hilton Hotel Metropolitan New York City financial results, which have not been adjusted to reflect the 5% noncontrolling interest in the joint venture.

(1) The trailing twelve months for the Courtyard Waikiki Beach do not include ground lease payments for periods prior to the Company’s ownership. The Company entered into a ground lease upon acquisition, with an annual ground rent amount of $3.5 million through 2016 and subject to CPI increases thereafter.

(2) Does not include hotels in discontinued operations, the Humble Tower Apartments, and the Vantaggio Suites Cosmo in San Francisco.

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RLJ Lodging Trust

Pro forma Operating Statistics

(Unaudited)

For the three months ending June 30, 2013