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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 4, 2026
 
CHATHAM LODGING TRUST
(Exact name of Registrant as specified in its charter)
 

 
Maryland
001-34693
27-1200777
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
222 Lakeview Avenue, Suite 200
   
West Palm Beach,
Florida
33401
(Address of principal executive offices)
 
(Zip Code)
 
(561) 802-4477
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed from 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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Trading Symbol(s)
 
Name of Exchange on Which Registered
Common Shares of Beneficial Interest, $0.01 par value
 
CLDT
 
New York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred Shares
 
CLDT-PA
 
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b.2 of this chapter).
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
 

 
 

 
Item 2.02 Results of Operations and Financial Condition.
 
On August 4, 2026, Chatham Lodging Trust issued a press release announcing its results of operations for the three months ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated herein by reference.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
 
Furthermore, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
 
 
Item 9.01 Financial Statements and Exhibits.
   
(d) Exhibits
 
Exhibit No.
 
Description
     
 
Press Release Dated August 4, 2026 Announcing Second Quarter 2026 Results
104
 
Cover page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
CHATHAM LODGING TRUST
       
August 4, 2026
 
By:
/s/ Jeremy B. Wegner
       
     
Name: Jeremy B. Wegner
     
Title: Senior Vice President and Chief Financial Officer
 
 
EX-99.1 2 ex_960822.htm EXHIBIT 99.1 ex_960822.htm

 

For Immediate Release

Exhibit 99.1

Contact:

 

Dennis Craven (Company)

Chris Daly (Media)

Chief Operating Officer

DG Public Relations

(561) 227-1386

(703) 864-5553

 

 

 

Chatham Lodging Announces Second Quarter 2026 Results

 

Margins Expand, AFFO per Share Surges 22 Percent, July RevPAR Soars 10 Percent, Guidance Raised

 

WEST PALM BEACH, Fla., August 4, 2026 — Chatham Lodging Trust (NYSE: CLDT), a lodging real estate investment trust (REIT) that invests in upscale, extended-stay hotels and premium-branded, select-service hotels, today announced results for the second quarter ended June 30, 2026.

 

Second Quarter 2026 Key Operating Metrics

 

 

Revenue Per Available Room (RevPAR) – Increased over 3 percent to $158 compared to the 2025 second quarter for the 39 comparable hotels and represents an all-time second quarter high. Occupancy declined 50 basis points to 81 percent, and average daily rate (ADR) rose 390 basis points to $195.

    ◦ RevPAR for the four Silicon Valley hotels grew 7 percent. Excluding the Mt. View hotel, which was under renovation during April and May, RevPAR was up 9 percent. July RevPAR jumped 26 percent.
    ◦ RevPAR for the recently acquired six-hotel portfolio surged 9 percent to $135, easily besting underwriting expectations, and July RevPAR jumped 13 percent.
    ◦ July RevPAR for the 39 hotels accelerated 10 percent to $169, an all-time high for July.
 

Net Income  Earned net income applicable to common shareholders of $6 million compared to net income of $3 million in the 2025 second quarter. Net income to common shareholders per diluted common share was $0.13 versus $0.07 for the same period last year.

 

Hotel Margins  Drove GOP margins 50 basis points higher to 47 percent in the 2026 second quarter. Hotel EBITDA margins rose 220 basis points to 41 percent in the 2026 second quarter.

 

Adjusted EBITDA – Adjusted EBITDA rose over $4 million or 15 percent to $33 million.

 

Adjusted FFO – Improved AFFO per diluted share by 22 percent to $0.48 from $0.39 compared to the 2025 second quarter. AFFO was $24 million for the second quarter of 2026 compared to $20 million for the same period last year. Beginning in 2026, like all other peers, Chatham adds back share-based compensation expense in its calculation of adjusted FFO per share, and prior periods have been recast.

 

The following chart summarizes the consolidated financial results for the three and six months ended June 30, 2026, and 2025, based on all properties owned during those periods, except for RevPAR, which is based on the comparable 39 hotels ($ in millions, except margin percentages and per share data):

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2026

   

2025

   

2026

   

2025

 

Net income (loss) to common shareholders

  $ 6.2     $ 3.4     $ (0.1 )   $ 2.9  

Diluted net income (loss) per common share

  $ 0.13     $ 0.07     $ (0.00 )   $ 0.06  

RevPAR

  $ 158     $ 153     $ 143     $ 140  

GOP Margin

    47 %     46 %     44 %     43 %

Hotel EBITDA Margin

    41 %     39 %     37 %     35 %

Adjusted EBITDA

  $ 32.7     $ 28.5     $ 51.0     $ 46.4  

AFFO

  $ 23.6     $ 20.1     $ 33.7     $ 29.1  

AFFO per diluted share

  $ 0.48     $ 0.39     $ 0.67     $ 0.56  

Dividends declared per common share

  $ 0.10     $ 0.09     $ 0.20     $ 0.18  

 

 

 

Second Quarter 2026 Highlights

 

 

Grew RevPAR over 3 percent, far outperforming an increase of 1.5 percent that factored into the company’s annual guidance. Chatham’s outperformance was driven by strong results in Silicon Valley and the recently acquired six-hotel portfolio, beating underwriting expectations. June’s RevPAR of $175 represents an all-time high for the month.

 

Expanded gross operating profit margins by approximately 50 basis points to 47 percent and hotel EBITDA margins by a strong 220 basis points in the quarter to 41 percent through aggressive expense management, especially with regards to labor and productivity.

    ◦ Raised GOP margins by 170 basis points excluding an approximate $1 million worker’s compensation refund in the 2025 second quarter.
 

Repurchased 0.3 million shares in the quarter at an average price of $9.07. Through the end of the second quarter, the company has repurchased 2.5 million shares at an average price of $7.29, which equates to a 10 percent capitalization rate based on 2026 corporate net operating income guidance.

 

Commenced construction of the 130-suite Home2 Suites by Hilton Portland Downtown-Waterfront.

 

Jeffrey H. Fisher, Chatham’s president and chief executive officer, emphasized, “We are really proud of our performance in 2026 as our accomplishments and results prove we are hitting on all cylinders. It was a great second quarter with AFFO per share soaring 22% higher as we combined great operating results with returning additional capital to our shareholders by repurchasing shares. Our total shareholder returns are the best among lodging REITs in 2026.  We are very optimistic about our forward trajectory, and, wow, did our third quarter get off to a great start with RevPAR soaring 10 percent.”

 

Acquisition Portfolio Performance

 

In March, Chatham acquired six, Hilton-branded hotels comprising 589 rooms for $92 million. The acquired portfolio produced RevPAR growth of 9 percent in the second quarter to $135 following a solid 6 percent increase in the first quarter. Second quarter 2026 occupancy was up 4 percent to 83 percent, and ADR was up 5 percent to $163. For the second quarter, the portfolio produced GOP and Hotel EBITDA margins of 49 and 44 percent, respectively.

 

Fisher highlighted, “To say we are pleased with the performance of the portfolio is an understatement. The portfolio is benefitting from expanded investments in manufacturing and distribution, as well as investments in athletic facilities to draw regional events to Paducah and Joplin. Momentum continued in July with RevPAR growth of an incredible 13 percent for the six-hotel portfolio.”

 

Share Buy-Back Plan

 

During the three months ending June 30, 2026, the company repurchased 0.3 million common shares at a weighted-average price per share of $9.07 for an aggregate purchase price, including commissions, of approximately $2.8 million. Through quarter-end, since inception, the company repurchased 2.5 million shares, which equates to approximately 5 percent of outstanding shares/units, at a weighted-average price per share of $7.29, for an aggregate purchase price of approximately $18.4 million under its $25 million plan.

 

 

 

Hotel RevPAR Performance

 

The chart below summarizes key hotel financial statistics for the 39 comparable hotels owned as of June 30, 2026, compared to the second quarter of  2025:

 

 

   

Q2 2026 RevPAR

   

Q2 2025 RevPAR

 

Occupancy

    81 %     81 %

ADR

  $ 195     $ 188  

RevPAR

  $ 158     $ 153  

 

 

The chart below summarizes RevPAR statistics by month for the company's 39 comparable hotels:

 

 

   

April

    May     June     July  

Occupancy

    80 %     80 %     83 %  

 

84

%

ADR

  $ 185     $ 190     $ 210     $ 201  

RevPAR

  $ 147     $ 152     $ 175     $ 169  

RevPAR – prior year

  $ 144     $ 153     $ 161     $ 154  

% Change in RevPAR vs. prior year

    2 %     (1) %     9 %     10 %

 

 

Dennis Craven, Chatham's chief operating officer, commented, “Our second quarter RevPAR growth of more than 3 percent benefitted from strong performance across multiple markets driven by broad-based business and leisure travel demand, including from the World Cup. Our June RevPAR growth of 9 percent was the highest monthly increase since April 2023 and still would have set that mark when removing our World Cup hotels from the equation, as they only added 60 basis points to that growth.”  

 

RevPAR performance for Chatham’s largest markets (markets that account for at least five percent of hotel EBITDA contribution over the last twelve months) is presented below:

 

   

% of LTM EBITDA

   

Q2 2026 RevPAR

   

Q2 2025 RevPAR

    Change vs. Q2 2025  

39 - Hotel Portfolio

          $ 158     $ 153       3

%

Silicon Valley

    17 %   $ 164     $ 154       7 %

Greater New York

    9 %   $ 191     $ 169       13 %
Los Angeles     9 %   $ 168     $ 165       2 %

Washington, D.C.

    9 %   $ 196     $ 180       9 %

Coastal Northeast

    9 %   $ 166     $ 175       (6) %

San Diego

    5 %   $ 199     $ 219       (9) %

Seattle

    5 %   $ 153     $ 142       8 %

 

 

The Residence Inn Mountain View, Ca., was under renovation during April and May.

 

Craven remarked, “Silicon Valley, our largest market, remains one of our hottest markets with RevPAR growth of 9 percent after removing the Mountain View hotel. Our two Sunnyvale hotels experienced RevPAR growth of over 5 percent in the quarter despite some corporate travelers choosing to stay away from the market given the World Cup games held at nearby Levi’s Stadium. Underlying business travel demand has been strong, and we have seen double-digit demand growth from our top accounts in the first half of the year.

 

“In southern California, RevPAR rose 2 percent in the quarter at our three Los Angeles hotels as trends normalized following all the wildfire-related business in early 2025. San Diego RevPAR’s decline is attributable to the expected weaker convention calendar in 2026.”

 

Craven remarked further, “Two of our three New York hotels generated RevPAR growth of over 10 percent, with our Holtsville Residence Inn experiencing RevPAR growth of 31 percent, benefitting from the US Open at Shinnecock. Our Washington, D.C. hotels had a solid quarter with RevPAR up 9 percent as our Embassy Suites Springfield and Residence Inn Tysons Corner, Va., hotels benefitted from growing corporate and government demand.”

 

 

 

Hotel Operations Performance

 

The chart below summarizes key hotel operating performance measures for the three months ended June 30, 2026, and 2025. RevPAR is based on the 39 comparable hotels, and all other data is based on all properties owned during that period. Gross operating profit is calculated as Hotel EBITDA plus property taxes, ground rent and insurance (in millions, except for RevPAR and margin percentages):

 

 

   

Q2 2026

   

Q2 2025

 

RevPAR

  $ 158     $ 153  

Gross operating profit

  $ 41     $ 37  

Hotel EBITDA

  $ 36     $ 31  

GOP margin

    47 %     46 %

Hotel EBITDA margin

    41 %     39 %

 

 

Craven concluded, “GOP and Hotel EBITDA jumped 11 and 16 percent, respectively, attributable to our portfolio acquisition, as well as margin expansion across our entire portfolio. Our GOP margins rose 50 basis points compared to the second quarter of 2025, and our Hotel EBITDA margins advanced 220 basis points. As you may recall, we received an almost $1 million refund in the 2025 second quarter related to our worker’s compensation plan, so our GOP margin expansion would have been 170 basis higher points when you remove that impact. We continue to do a great job managing labor costs, and removing the one-time refund, our labor and benefits on a per occupied room basis increased a mere 3 percent.”

 

Corporate Update

 

The chart below summarizes key financial performance measures for the three months ended June 30, 2026 and 2025. Corporate EBITDA is calculated as hotel EBITDA minus cash corporate general and administrative expenses and is before debt service and capital expenditures. Debt service includes interest expense and principal amortization on its secured debt, as well as dividends on its preferred shares of $2.0 million per quarter. Cash flow before CapEx is calculated as corporate EBITDA less debt service. Amounts are in millions, except RevPAR.

 

 

   

Q2 2026

   

Q2 2025

 

RevPAR

  $ 158     $ 153  

Hotel EBITDA

  $ 36     $ 31  

Corporate EBITDA

  $ 33     $ 29  

Debt Service & Preferred

  $ (9 )   $ (9 )

Cash flow before CapEx

  $ 24     $ 20  

 

 

Hotel Investments

 

During the second quarter of 2026, the company incurred capital expenditures of approximately $7 million.

 

The company completed the full interior renovation of the Residence Inn Mountain View, Calif., during the second quarter. The company has plans for an extensive redesign of the exterior public space that will provide enhanced guest experience. This work will begin later this year.

 

Chatham’s 2026 capital expenditure budget is approximately $27 million, which includes renovations at three hotels expected to cost approximately $17 million. The three hotels scheduled for renovation in 2026 are the Residence Inn San Diego Gaslamp, Homewood Suites Farmington, Conn., and Hyatt Place Pittsburgh, Pa. Each of these renovations will commence in the fourth quarter.

 

Home2 Suites by Hilton Portland Development

 

During the second quarter, Chatham commenced construction on the 130-suite Home2 Suites by Hilton Portland Downtown Waterfront on the existing parking lot of its Hampton Inn. The company expects the total development costs to be approximately $45 million, inclusive of approximately 5,500 square feet of commercial space that will be sold. The company has incurred costs to date of approximately $1.6 million. The hotel is expected to open during the second quarter of 2028.

 

 

 

Capital Markets & Capital Structure

 

As of June 30, 2026, the company had net debt of $407 million (total consolidated debt less unrestricted cash). Total debt outstanding as of June 30, 2026, was $418 million at an average interest rate of 5.8 percent, comprised of $143 million of fixed-rate mortgage debt at an average interest rate of 7.2 percent, $200 million outstanding on its term loan at a rate of 5.1 percent and $75 million outstanding on the company's $300 million revolving credit facility at an interest rate of 5.2 percent. Based on the ratio of the company’s net debt to hotel investments at cost, Chatham’s leverage ratio was approximately 24 percent at June 30, 2026.

 

Dividend

 

In June, the board of trustees declared a quarterly common dividend of $0.10 per share and a preferred dividend of $0.41406 per share, payable on July 15, 2026, to shareholders of record as of June 30, 2026.

 

Guidance

 

The company's guidance reflects the following assumptions:

 

a.

Renovations at the hotels mentioned in this release

 

b.

Floating rate debt based on SOFR forward curve.
  c. No additional acquisitions, dispositions, debt or equity issuance.
  d. Effective January 1, 2026, the company excludes non-cash share-based compensation from its calculation of Adjusted FFO to make its presentation of this measure consistent with most other public lodging REITs.

 

   

2026

 

RevPAR

 

$142 - $144

 

RevPAR growth

  1.5% to 3.0%  

Total hotel revenue

  $312M - $316M  

Net income (loss) to common shares

 

$(4.7)M - $(1.6)M

 

Net income (loss) per diluted share

  $(0.10) - $(0.03)  

Adjusted EBITDA

 

$99.2M - $102.3M

 

Adjusted FFO

 

$63.7M - $66.8M

 

Adjusted FFO per diluted share

 

$1.28 - $1.34

 

Hotel EBITDA margins

  35.5% - 36.0%  

Corporate cash administrative expenses

  $11.6M  

Corporate non-cash administrative expenses

  $6.0M  

Interest income

  $0.1M  

Interest expense (excluding fee amortization)

  $25.2M  

Non-cash amortization of deferred fees

  $2.2M  

Weighted average shares/units outstanding

  49.8M  

 

The company provides guidance but does not undertake to update it for any developments in its business. Achievement of the results is subject to the risks disclosed in the company’s filings with the Securities and Exchange Commission.

 

Earnings Call

 

The company will hold its second quarter 2026 conference call later today at 10:30 a.m. Eastern Time. Shareholders and other interested parties may listen to a simultaneous webcast of the conference call on the Internet by logging onto Chatham’s website, www.chathamlodgingtrust.com, or may participate in the conference call by dialing 1-800-717-1738 or 1-646-307-1865 and referencing Chatham Lodging Trust. A recording of the call will be available by telephone until August 11, 2026, at 11:59 p.m. Eastern Time, by dialing 1-844-512-2921 or 1-412-317-6671, access ID 1117353. A replay of the conference call will be posted on Chatham’s website.

 

About Chatham Lodging Trust

 

Chatham Lodging Trust is a self-advised, publicly traded real estate investment trust (REIT) focused primarily on investing in upscale, extended-stay hotels and premium-branded, select-service hotels. The company owns 39 hotels totaling 5,610 rooms/suites in 18 states and the District of Columbia. Additional information about Chatham may be found at chathamlodgingtrust.com.

 

 

 

Forward-Looking Statements

 

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These statements generally are characterized by the use of the words believe, expect, anticipate, estimate, plan, continue, intend, should, may or similar expressions. These forward-looking statements include information about possible or assumed future results of the lodging industry and our business, financial condition, liquidity, results of operations, cash flow and plans and objectives. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Important factors that could cause our actual results to differ materially from expected results include, but are not limited to: national and local economic and business conditions, including the effect on travel of potential terrorist attacks, that will affect occupancy rates at our hotels and the demand for hotel products and services; operating risks associated with the hotel business; risks associated with the level of our indebtedness and our ability to meet covenants in our debt agreements; relationships with property managers; our ability to maintain our properties in a suitable manner, including meeting capital expenditure requirements; our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; changes in travel patterns, taxes and government regulations which influence or determine wages, prices, construction procedures and costs; our ability to complete acquisitions and dispositions; our ability to continue to satisfy complex rules in order for us to remain a REIT for federal income tax purposes; and inaccuracies of our accounting estimates and the uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events. Given these uncertainties, undue reliance should not be placed on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. The forward-looking statements should also be read in light of the risk factors identified in the Risk Factors section in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our subsequent filings with the SEC under the Exchange Act.

 

Non-GAAP Financial Measures

 

Included in this press release are certain non-GAAP financial measures, within the meaning of Securities and Exchange Commission (SEC) rules and regulations, that are different from measures calculated and presented in accordance with GAAP (generally accepted accounting principles). The company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its operating performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) EBITDAre, (5) Adjusted EBITDA and (6) Adjusted Hotel EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as prescribed by GAAP as a measure of its operating performance.

 

FFO As Defined by Nareit and Adjusted FFO

 

The company calculates FFO in accordance with standards established by Nareit, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding gains or losses from sales of real estate, impairment write-downs, the cumulative effect of changes in accounting principles, plus depreciation and amortization (excluding amortization of deferred financing costs), and after adjustments for unconsolidated partnerships and joint ventures following the same approach. The company believes that the presentation of FFO provides useful information to investors regarding its operating performance because it measures its performance without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of real estate assets and certain other items that the company believes are not indicative of the property level performance of its hotel properties. The company believes that these items reflect historical cost of its asset base and its acquisition and disposition activities and are less reflective of its ongoing operations, and that by adjusting to exclude the effects of these items, FFO is useful to investors in comparing its operating performance between periods and between REITs that also report using the Nareit definition.

 

The company calculates Adjusted FFO by adjusting FFO for certain additional items that are not addressed in Nareits definition of FFO, including other charges, losses on the early extinguishment of debt and similar items related to its unconsolidated real estate entities that it believes do not represent costs related to hotel operations. The company believes that Adjusted FFO provides investors with another financial measure that may facilitate comparisons of operating performance between periods and between REITs that make similar adjustments to FFO.

 

 

 

EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA

 

The company calculates EBITDA for purposes of the credit facility debt as net income or loss excluding: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sale of assets; (3) depreciation and amortization; and (4) unconsolidated real estate entity items including interest, depreciation and amortization excluding gains and losses from sales of real estate. The company believes EBITDA is useful to investors in evaluating and facilitating comparisons of its operating performance because it helps investors compare the company's 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, the company uses EBITDA as one measure in determining the value of hotel acquisitions and dispositions.

 

The company calculates EBITDAre in accordance with Nareit guidelines, which defines EBITDAre as net income or loss excluding interest expense, income tax expense, depreciation and amortization expense, gains or losses from sales of real estate, impairment, and adjustments for unconsolidated joint ventures. We believe that the presentation of EBITDAre provides useful information to investors regarding the company's operating performance and can facilitate comparisons of performance between periods and between REITs.

 

The company calculates Adjusted EBITDA by adjusting EBITDA for certain additional items, including other charges, losses on the early extinguishment of debt, amortization of non-cash share-based compensation and similar items related to its unconsolidated real estate entities, which it believes are not indicative of the performance of its underlying hotel properties entities. The company believes that Adjusted EBITDA provides investors with another financial measure that may facilitate comparisons of operating performance between periods and between REITs that report similar measures.

 

Adjusted Hotel EBITDA is defined as net income before interest, income taxes, depreciation and amortization, corporate general and administrative, impairment loss, loss on early extinguishment of debt, interest and other income and income or loss from unconsolidated real estate entities. The company presents Adjusted Hotel EBITDA because the company believes it is useful to investors in comparing its hotel operating performance between periods and comparing its Adjusted Hotel EBITDA to those of its peer companies. Adjusted Hotel EBITDA represents the results of operations for our wholly owned hotels only.

 

Although the company presents FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA because it believes they are useful to investors in comparing the company's operating performance between periods and between REITs that report similar measures, these measures have limitations as analytical tools. Some of these limitations are:

 

 

FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect the companys cash expenditures, or future requirements, for capital expenditures or contractual commitments; 

 

FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect changes in, or cash requirements for, the companys working capital needs; 

 

FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect funds available to make cash distributions; 

 

EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect the interest expense, or the cash requirements to service interest or principal payments, on the companys debts; 

 

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may need future replacement, and FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect any cash requirements for such replacements; 

 

Non-cash compensation is and will remain a key element of the companys overall long-term incentive compensation package, although the company excludes it as an expense when evaluating its ongoing operating performance for a particular period using Adjusted EBITDA; 

 

Adjusted FFO, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect the impact of certain cash charges (including acquisition transaction costs) that result from matters the company considers not to be indicative of the underlying performance of its hotel properties; and 

 

Other companies in the companys industry may calculate FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA differently than the company does, limiting their usefulness as a comparative measure.

 

In addition, FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not represent cash generated from operating activities as determined by GAAP and should not be considered as alternatives to net income or loss, cash flows from operations or any other operating performance measure prescribed by GAAP. FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA are not measures of the companys liquidity. Because of these limitations, FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

 

 

 

The company compensates for these limitations by relying primarily on its GAAP results and using FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA only supplementally. The companys consolidated financial statements and the notes to those statements included elsewhere are prepared in accordance with GAAP. The companys reconciliation of FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA to net income attributable to common shareholders, as determined under GAAP, is set forth below.

 

 

 

CHATHAM LODGING TRUST

Consolidated Balance Sheets

(In thousands, except share and per share data)

 

   

June 30,

   

December 31,

 
   

2026

   

2025

 
   

(unaudited)

         

Assets:

               

Investment in hotel properties, net

  $ 1,179,933     $ 1,106,890  

Investment in hotel properties under development

    1,596        

Cash and cash equivalents

    11,342       24,435  

Restricted cash

    6,387       8,203  

Right of use asset, net

    16,577       16,912  

Hotel receivables (net of allowance for doubtful accounts of $296 and $261, respectively)

    2,974       2,831  

Deferred costs, net

    6,758       7,384  

Prepaid expenses and other assets

    8,554       3,726  

Total assets

  $ 1,234,121     $ 1,170,381  

Liabilities and Equity:

               

Mortgage debt, net

  $ 141,592     $ 141,475  

Revolving credit facility

    75,000        

Unsecured term loan, net

    197,728       197,438  

Accounts payable and accrued expenses (including $947 and $234 due to related parties, respectively)

    31,112       26,648  

Lease liability

    19,730       20,067  

Distributions payable

    7,106       6,704  

Total liabilities

    472,268       392,332  

Commitments and contingencies

               

Equity:

               

Shareholders’ Equity:

               

Preferred shares, $0.01 par value, 100,000,000 shares authorized; 4,800,000 and 4,800,000 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

    48       48  

Common shares, $0.01 par value, 500,000,000 shares authorized; 46,565,171 and 47,708,587 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

    466       477  

Additional paid-in capital

    1,030,114       1,039,804  

Accumulated deficit

    (308,939 )     (299,527 )

Total shareholders’ equity

    721,689       740,802  

Noncontrolling Interests:

               

Noncontrolling interest in Operating Partnership

    40,164       37,247  

Total equity

    761,853       778,049  

Total liabilities and equity

  $ 1,234,121     $ 1,170,381  

 

 

 

CHATHAM LODGING TRUST

Consolidated Statements of Operations

(In thousands, except share and per share data)

(unaudited)

 

   

For the three months ended

   

For the six months ended

 
   

June 30,

   

June 30,

 
   

2026

   

2025

   

2026

   

2025

 

Revenue:

                               

Room

  $ 80,644     $ 73,396     $ 141,847     $ 135,814  

Food and beverage

    1,604       1,864       3,205       3,523  

Other

    5,306       4,785       9,734       9,066  

Reimbursable costs from related parties

    250       249       521       526  

Total revenue

    87,804       80,294       155,307       148,929  

Expenses:

                               

Hotel operating expenses:

                               

Room

    16,625       14,957       30,630       29,786  

Food and beverage

    1,347       1,386       2,715       2,823  

Telephone

    382       281       726       592  

Other hotel operating

    1,270       1,157       2,385       2,183  

General and administrative

    7,240       7,125       14,291       14,036  

Franchise and marketing fees

    6,950       6,435       12,227       11,866  

Advertising and promotions

    1,902       1,655       3,570       3,262  

Utilities

    3,096       2,811       6,163       5,964  

Repairs and maintenance

    3,864       3,708       7,530       7,666  

Management fees paid to related parties

    2,958       2,685       5,220       4,975  

Insurance

    909       820       1,758       1,647  

Total hotel operating expenses

    46,543       43,020       87,215       84,800  

Depreciation and amortization

    15,726       15,395       30,505       30,426  

Property taxes, ground rent and insurance

    5,282       6,134       10,442       11,877  

General and administrative

    4,590       3,992       9,239       8,599  

Other charges

    26             482       7  

Reimbursable costs from related parties

    250       249       521       526  

Total operating expenses

    72,417       68,790       138,404       136,235  

Operating income before gain on sale of hotel properties

    15,387       11,504       16,903       12,694  

Gain on sale of hotel properties

    10       350       131       7,468  

Operating income

    15,397       11,854       17,034       20,162  

Interest and other income

    23       59       102       121  

Interest expense, including amortization of deferred fees

    (6,903 )     (6,414 )     (13,103 )     (13,266 )

Income before income tax expense

    8,517       5,499       4,033       7,017  

Income tax expense

    (62 )           (125 )      

Net income

    8,455       5,499       3,908       7,017  

Net income attributable to noncontrolling interests

    (241 )     (123 )     (3 )     (106 )

Net income attributable to Chatham Lodging Trust

    8,214       5,376       3,905       6,911  

Preferred dividends

    (1,987 )     (1,987 )     (3,975 )     (3,975 )

Net income (loss) attributable to common shareholders

  $ 6,227     $ 3,389     $ (70 )   $ 2,936  
                                 

Income (loss) per common share - basic:

                               

Net income (loss) attributable to common shareholders

  $ 0.13     $ 0.07     $ (0.00 )   $ 0.06  

Income (loss) per common share - diluted:

                               

Net income (loss) attributable to common shareholders

  $ 0.13     $ 0.07     $ (0.00 )   $ 0.06  

Weighted average number of common shares outstanding:

                               

Basic

    46,634,258       48,998,696       46,941,191       48,979,914  

Diluted

    47,913,056       49,565,693       46,941,191       49,985,844  

Distributions declared per common share:

  $ 0.10     $ 0.09     $ 0.20     $ 0.18  

 

 

 

CHATHAM LODGING TRUST

Reconciliation of Net Income to Adjusted FFO, EBITDA, EBITDAre and Adjusted EBITDA

(In thousands, except share and per share data)

 

   

For the three months ended

   

For the six months ended

 
   

June 30,

   

June 30,

 
   

2026

   

2025

   

2026

   

2025

 

Funds From Operations (“FFO”):

                               

Net income

  $ 8,455     $ 5,499     $ 3,908     $ 7,017  

Preferred dividends

    (1,987 )     (1,987 )     (3,975 )     (3,975 )

Net income (loss) attributable to common shares and common units

    6,468       3,512       (67 )     3,042  

Gain on sale of hotel properties

    (10 )     (350 )     (131 )     (7,468 )

Depreciation of hotel properties owned

    15,207       14,889       29,479       29,355  

FFO attributable to common share and unit holders

    21,665       18,051       29,281       24,929  

Share-based compensation

    1,503       1,557       3,034       3,164  

Amortization of finance lease assets

    453       456       906       970  

Other charges

    26             482       7  

Adjusted FFO attributable to common share and unit holders

  $ 23,647     $ 20,064     $ 33,703     $ 29,070  

Weighted average number of common shares and units

                               

Basic

    48,386,443       50,724,620       48,677,664       50,718,282  

Diluted

    49,665,241       51,291,617       50,002,171       51,724,211  

 

   

For the three months ended

   

For the six months ended

 
   

June 30,

   

June 30,

 
   

2026

   

2025

   

2026

   

2025

 

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

                               

Net income

  $ 8,455     $ 5,499     $ 3,908     $ 7,017  

Interest expense, including amortization of deferred fees

    6,903       6,414       13,103       13,266  

Income tax expense

    62             125        

Depreciation and amortization

    15,726       15,395       30,505       30,426  

EBITDA

    31,146       27,308       47,641       50,709  

Gain on sale of hotel properties

    (10 )     (350 )     (131 )     (7,468 )

EBITDAre

    31,136       26,958       47,510       43,241  

Other charges

    26             482       7  

Share-based compensation

    1,503       1,557       3,034       3,164  

Adjusted EBITDA

  $ 32,665     $ 28,515     $ 51,026     $ 46,412  

 

 

 

CHATHAM LODGING TRUST

Reconciliation of Net Income to Adjusted Hotel EBITDA

(In thousands, except share and per share data)

 

     

For the three months ended

   

For the six months ended

 
     

June 30,

   

June 30,

 
     

2026

   

2025

   

2026

   

2025

 
                                   

Net income

  $ 8,455     $ 5,499     $ 3,908     $ 7,017  

Add:

Interest expense, including amortization of deferred fees

    6,903       6,414       13,103       13,266  
 

Depreciation and amortization

    15,726       15,395       30,505       30,426  
 

Corporate general and administrative

    4,590       3,992       9,239       8,599  
 

Other charges

    26             482       7  
 

Income tax expense

    62             125        

Less:

Interest and other income

    (23 )     (59 )     (102 )     (121 )
 

Gain on sale of hotel properties

    (10 )     (350 )     (131 )     (7,468 )
 

Adjusted Hotel EBITDA

  $ 35,729     $ 30,891     $ 57,129     $ 51,726  

 

 

 

CHATHAM LODGING TRUST

Reconciliations of Guidance Net Income to FFO, Adjusted FFO,

EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA

(In thousands, except share and per share data)

 

   

For the year ended

 
   

December 31, 2026

 
   

Low-End

   

High-End

 

Funds From Operations (“FFO”):

               

Net income

  $ 3,297     $ 6,400  

Preferred dividends

    (8,000 )     (8,000 )

Net loss attributable to common shares and common units

    (4,703 )     (1,600 )

Gain on sale of hotel properties

    (132 )     (132 )

Depreciation of hotel properties owned

    60,167       60,167  

FFO attributable to common share and unit holders

    55,332       58,435  

Share-based compensation

    6,000       6,000  

Amortization of finance lease assets

    1,885       1,885  

Other charges

    481       481  

Adjusted FFO attributable to common share and unit holders

  $ 63,698     $ 66,801  

Weighted average number of common shares and units

               

Diluted

    49,842,000       49,842,000  

Adjusted FFO per diluted share

  $ 1.28     $ 1.34  

 

   

For the year ended

 
   

December 31, 2026

 
   

Low-End

   

High-End

 

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

               

Net income

  $ 3,297     $ 6,400  

Interest expense, including amortization of deferred fees

    27,100       27,100  

Income tax expense

    124       124  

Depreciation and amortization

    62,352       62,352  

EBITDA

    92,873       95,976  

Gain on sale of hotel properties

    (132 )     (132 )

EBITDAre

    92,741       95,844  

Other charges

    481       481  

Share-based compensation

    6,000       6,000  

Adjusted EBITDA

  $ 99,222     $ 102,325  

 

     

For the year ended

 
     

December 31, 2026

 
     

Low-End

   

High-End

 
                   

Net income

  $ 3,297     $ 6,400  

Add:

Interest expense, including amortization of deferred fees

    27,100       27,100  
 

Depreciation and amortization

    62,352       62,352  
 

Corporate general and administrative

    17,600       17,600  
 

Other charges

    481       481  
 

Income tax expense

    124       124  

Less:

Interest and other income

    (100 )     (100 )
 

Gain on sale of hotel properties

    (132 )     (132 )
 

Adjusted Hotel EBITDA

  $ 110,722     $ 113,825  
                   
 

Total revenue

  $ 312,994     $ 317,281  
 

Reimbursable costs from related parties

    (1,100 )     (1,100 )
 

Hotel revenue

  $ 311,894     $ 316,181  
 

Hotel EBITDA margin

    35.5 %     36.0 %