株探米国株
日本語 英語
エドガーで原本を確認する
false000151133700015113372023-11-012023-11-01

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): November 01, 2023
 
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, Maryland 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):
 
☐      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 Exchange Act:
Title of Class   Trading Symbol   Name of Exchange on Which Registered
Common Shares of beneficial interest, par value $0.01 per share   RLJ   New York Stock Exchange

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 November 1, 2023, RLJ Lodging Trust (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023.  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: November 1, 2023 By: /s/ Leslie D. Hale
    Leslie D. Hale
    President and Chief Executive Officer

EXHIBIT LIST
 
Exhibit
Number
  Description
99.1   



EX-99.1 2 rljq32023exhibit991.htm EX-99.1 Document
rljlt_blacklogox2022.jpg
Press Release                                        


RLJ Lodging Trust Reports Third Quarter 2023 Results

–Q3 RevPAR increased 3.4% over last year
–Increased third quarter dividend by 25%
–Continued share repurchases

Bethesda, MD, November 1, 2023 – RLJ Lodging Trust (the “Company”) (NYSE: RLJ) today reported results for the three and nine months ended September 30, 2023.

Third Quarter Highlights
•Portfolio Comparable RevPAR of $141.81; an increase of 3.4% from last year, led by both Occupancy and ADR growth
•Total revenue of $334.4 million
•Net income per diluted share attributable to common shareholders of $0.06
•Comparable Hotel EBITDA of $98.1 million
•Adjusted EBITDA of $88.8 million
•Adjusted FFO per diluted common share and unit of $0.40
•Continued to repurchase common shares, repurchasing 1.5 million common shares for approximately $14.4 million at an average price per share of $9.81

“We were pleased that our urban-centric portfolio achieved RevPAR growth that exceeded the industry for the third straight quarter. Our results were led by our urban markets, which benefited from the continued improvement in business travel, ongoing robust group demand, healthy urban leisure trends and recovering inbound international travel. Our RevPAR growth accelerated throughout the third quarter, with RevPAR exceeding 2019 levels for the first time in September. These positive trends also carried into October,” commented Leslie D. Hale, President and Chief Executive Officer. “Overall, we remain constructive on the outlook for lodging fundamentals, which continue to unfold with trends favorable for our urban-centric portfolio. In addition to achieving above industry RevPAR growth, we also executed on multiple capital allocation initiatives including share repurchases and increasing our dividend, demonstrating the optionality of our strong balance sheet."


The prefix “comparable” as defined by the Company, denotes operating results which include results for periods prior to its ownership and excludes sold hotels. 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.
1

rljlt_blacklogox2022.jpg
Financial and Operating Highlights
($ in thousands, except ADR, RevPAR, and per share amounts)
(unaudited)
For the three months ended September 30, For the nine months ended September 30,
2023 2022 2023 2022
Operational Overview: (1)
Comparable ADR $191.33 $188.54 $197.94 $187.56
Comparable Occupancy 74.1% 72.7% 72.6% 69.5%
Comparable RevPAR $141.81 $137.09 $143.74 $130.41
Financial Overview:
Total Revenues $334,406 $318,071 $1,005,869 $891,471
Comparable Hotel Revenue $334,389 $318,673 $1,005,782 $894,674
Net Income $16,343 $17,683 $68,577 $35,415
Comparable Hotel EBITDA (2) $98,065 $100,020 $311,788 $282,423
Comparable Hotel EBITDA Margin 29.3% 31.4% 31.0% 31.6%
Adjusted EBITDA $88,767 $91,952 $285,281 $257,522
Adjusted FFO $63,092 $63,994 $207,009 $168,288
Adjusted FFO Per Diluted Common Share and Unit $0.40 $0.40 $1.31 $1.03
Note:
(1) Comparable statistics reflect the Company's 96 hotel portfolio owned as of September 30, 2023.
(2) Comparable Hotel EBITDA for the three months ended September 30, 2023 and 2022 excludes $0.1 million and $0.2 million net income, respectively, from sold hotels. Comparable Hotel EBITDA for the nine months ended September 30, 2023 and 2022 excludes $0.5 million net income from sold hotels. Comparable Hotel EBITDA for the three months ended September 30, 2022 includes $0.1 million net loss from acquired hotels. Comparable Hotel EBITDA for the nine months ended September 30, 2022 includes $0.6 million net income from acquired hotels.

Operational Update
During the third quarter, the Company’s portfolio generated Comparable RevPAR of $141.81, an increase of 3.4% from the comparable period in 2022 and achieved 98% of the third quarter of 2019. Comparable Revenues were $334.4 million for the third quarter, a 4.9% increase over the prior year. The third quarter comparable RevPAR increase over last year was led by a 1.9% increase in Occupancy and a 1.5% increase in ADR. The Company’s performance during the third quarter was positively impacted by sustained positive trends in its Urban markets.

Share Repurchases
During the third quarter the Company repurchased approximately 1.5 million common shares for approximately $14.4 million at an average price per share of $9.81.

Year-to-date the Company has repurchased approximately 6.6 million common shares for approximately $70 million, at an average price per share of $10.12 including repurchasing approximately 0.3 million shares for $2.7 million, subsequent to September 30, 2023. As of November 1, 2023, the 2023 Share Repurchase Program had a remaining capacity of $219.9 million.

Balance Sheet
As of September 30, 2023, the Company had approximately $1.1 billion of total liquidity, comprising approximately $494.6 million of unrestricted cash and $600.0 million available under its revolving credit facility, and $2.2 billion of debt outstanding, 93.0% of which is currently either fixed or hedged.

2

rljlt_blacklogox2022.jpg


Dividends
The Company’s Board of Trustees declared a third quarter cash dividend of $0.10 per common share of beneficial interest of the Company. The dividend was paid on October 16, 2023 to shareholders of record as of September 29, 2023.

The Company's Board of Trustees declared a third quarter cash dividend of $0.4875 on the Company’s Series A Preferred Shares. The dividend was paid on October 31, 2023 to shareholders of record as of September 29, 2023.

Q4 2023 Outlook
Based on current trends and assuming no material disruptions to travel or worsening macro-economic conditions, the Company's fourth quarter 2023 outlook is as follows:

Q4 2023
Comparable RevPAR $129.50 to $134.50
Comparable Hotel EBITDA $82.0M to $92.0M
Adjusted EBITDA $73.0M to $83.0M
Adjusted FFO per diluted share $0.30 to $0.36

No future acquisitions, dispositions, financings, or share repurchases are incorporated into the Company's outlook and could result in a material change to the Company's outlook.

Earnings Call
The Company will conduct its quarterly analyst and investor conference call on November 2, 2023 at 12:00 p.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 third 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 through the Investor Relations section of the Company’s website for two weeks.

Supplemental Information
Please refer to the schedule of supplemental information for additional detail and comparable operating statistics, which is available through the Investor Relations section 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 currently consists of 96 hotels with approximately 21,200 rooms, located in 23 states and the District of Columbia and an ownership interest in one unconsolidated hotel with 171 rooms.





3

rljlt_blacklogox2022.jpg

Forward Looking Statements
This 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 our actual results could differ materially from those set forth in the forward-looking 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 and the Company's Quarterly Reports on Form 10-Q, as well as risks, uncertainties and other factors discussed in other documents filed by the Company with the Securities and Exchange Commission.


###
 Additional Contact:
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



4

rljlt_blacklogox2022.jpg
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 defines such terms.
 
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 have instead 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 may be redeemed 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) income tax expense; and (3) depreciation and amortization expense. 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 expense) from its operating results. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and dispositions.

5

rljlt_blacklogox2022.jpg
In addition to EBITDA, the Company presents EBITDAre in accordance with NAREIT guidelines, which defines EBITDAre as net income or loss (calculated in accordance with GAAP) excluding interest expense, income tax expense, depreciation and amortization expense, gains or losses from sales of real estate, impairment, and adjustments for unconsolidated 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 EBITDA
The Company adjusts FFO, EBITDA, and EBITDAre for certain items that the Company considers outside the normal course of operations. 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 the Company's operating performance. The Company adjusts FFO, EBITDA, and EBITDAre for the following items:

•Transaction Costs: The Company excludes transaction costs expensed during the period
•Pre-Opening Costs: The Company excludes certain costs related to pre-opening of hotels
•Non-Cash Expenses: The Company excludes the effect of certain non-cash items such as the amortization of share-based compensation, non-cash income tax expense or benefit, and non-cash interest expense related to discontinued interest rate hedges
•Other Non-Operational Expenses: The Company excludes the effect of certain non-operational expenses representing income and expenses outside the normal course of operations

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 third-party management companies.
 
Comparable Hotel EBITDA and Comparable Hotel EBITDA margin include prior ownership information provided by the sellers of the hotels for periods prior to our acquisition of the hotels and excludes results from sold hotels as applicable. The following is a summary of Comparable hotel adjustments:

Comparable adjustments: Acquired hotel
For the three and nine months ended September 30, 2022, Comparable adjustments included the following acquired hotel:
•21c Hotel Nashville acquired in July 2022

Comparable adjustments: Sold hotels
For the nine months ended September 30, 2022, comparable adjustments included the following sold hotels:
•Marriott Denver Airport at Gateway Park sold in March 2022
•SpringHill Suites Denver North Westminster sold in April 2022

6

rljlt_blacklogox2022.jpg
RLJ Lodging Trust
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
(unaudited)
September 30, 2023 December 31, 2022
Assets    
Investment in hotel properties, net $ 4,142,365  $ 4,180,328 
Investment in unconsolidated joint ventures 7,294  6,979 
Cash and cash equivalents 494,563  481,316 
Restricted cash reserves 35,807  55,070 
Hotel and other receivables, net of allowance of $237 and $319, respectively
47,990  38,528 
Lease right-of-use assets 137,546  136,915 
Prepaid expense and other assets 74,777  79,089 
Total assets $ 4,940,342  $ 4,978,225 
Liabilities and Equity    
Debt, net $ 2,219,781  $ 2,217,555 
Accounts payable and other liabilities 150,650  155,916 
Advance deposits and deferred revenue 30,995  23,769 
Lease liabilities 119,780  117,010 
Accrued interest 12,593  20,707 
Distributions payable 22,448  14,622 
Total liabilities 2,556,247  2,549,579 
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 September 30, 2023 and December 31, 2022 366,936  366,936 
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 156,172,739 and 162,003,533 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
1,562  1,620 
Additional paid-in capital 3,003,316  3,054,958 
Distributions in excess of net earnings (1,041,171) (1,049,441)
Accumulated other comprehensive income 39,553  40,591 
Total shareholders’ equity 2,370,196  2,414,664 
Noncontrolling interests:    
Noncontrolling interest in the Operating Partnership 6,361  6,313 
Noncontrolling interest in consolidated joint ventures 7,538  7,669 
Total noncontrolling interest 13,899  13,982 
Total equity 2,384,095  2,428,646 
Total liabilities and equity $ 4,940,342  $ 4,978,225 
Note: The corresponding notes to the consolidated financial statements can be found in the Company’s Quarterly Report on Form 10-Q.

7

rljlt_blacklogox2022.jpg
RLJ Lodging Trust
Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(unaudited)
  For the three months ended
September 30,
For the nine months ended September 30,
  2023 2022 2023 2022
Revenues        
Operating revenues        
Room revenue $ 277,088  $ 267,363  $ 833,416  $ 753,818 
Food and beverage revenue 34,181  30,600  105,601  82,655 
Other revenue 23,137  20,108  66,852  54,998 
Total revenues 334,406  318,071  1,005,869  891,471 
Expenses        
Operating expenses        
Room expense 71,278  68,394  207,662  188,015 
Food and beverage expense 27,430  23,375  81,604  61,314 
Management and franchise fee expense 27,095  25,390  82,554  71,846 
Other operating expenses 87,736  82,021  254,567  227,563 
Total property operating expenses 213,539  199,180  626,387  548,738 
Depreciation and amortization 44,727  46,559  134,648  140,346 
Property tax, insurance and other 26,936  20,744  76,268  66,206 
General and administrative 14,747  13,446  43,030  40,928 
Transaction costs (773) 26  (575)
Total operating expenses 299,951  279,156  880,359  795,643 
Other income, net 1,921  710  3,506  8,716 
Interest income 5,302  1,281  13,977  1,800 
Interest expense (24,833) (22,625) (73,506) (71,041)
Gain (loss) on sale of hotel properties, net 16  (57) (28) 996 
Loss on extinguishment of indebtedness, net —  —  (169) — 
Income before equity in (loss) income from unconsolidated joint ventures 16,861  18,224  69,290  36,299 
Equity in (loss) income from unconsolidated joint ventures (186) (150) 315  255 
Income before income tax expense 16,675  18,074  69,605  36,554 
Income tax expense (332) (391) (1,028) (1,139)
Net income 16,343  17,683  68,577  35,415 
Net (income) loss attributable to noncontrolling interests:        
Noncontrolling interest in the Operating Partnership (50) (53) (238) (74)
Noncontrolling interest in consolidated joint ventures 137  (36) 131  (29)
Net income attributable to RLJ 16,430  17,594  68,470  35,312 
Preferred dividends (6,279) (6,279) (18,836) (18,836)
Net income attributable to common shareholders $ 10,151  $ 11,315  $ 49,634  $ 16,476 
Basic per common share data:    
Net income per share attributable to common shareholders - basic $ 0.06  $ 0.07  $ 0.31  $ 0.10 
Weighted-average number of common shares 154,563,284  160,368,297  156,805,643  162,681,840 
Diluted per common share data:    
Net income per share attributable to common shareholders - diluted $ 0.06  $ 0.07  $ 0.31  $ 0.10 
Weighted-average number of common shares 155,081,645  160,784,709  157,280,206  163,064,462 
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.
8

rljlt_blacklogox2022.jpg
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 September 30, For the nine months ended September 30,
  2023 2022 2023 2022
Net income $ 16,343  $ 17,683  $ 68,577  $ 35,415 
Preferred dividends (6,279) (6,279) (18,836) (18,836)
Depreciation and amortization 44,727  46,559  134,648  140,346 
(Gain) loss on sale of hotel properties, net (16) 57  28  (996)
Noncontrolling interest in consolidated joint ventures 137  (36) 131  (29)
Adjustments related to consolidated joint venture (1) (44) (47) (131) (144)
Adjustments related to unconsolidated joint venture (2) 236  241  709  831 
FFO 55,104  58,178  185,126  156,587 
Transaction costs (773) 26  (575)
Pre-opening costs (3) 327  907  1,188  1,519 
Loss on extinguishment of indebtedness, net —  —  169  — 
Amortization of share-based compensation 6,247  5,420  18,028  16,074 
Non-cash interest expense related to discontinued interest rate hedges 482  252  1,446  493 
Derivative gains in accumulated other comprehensive income reclassified to earnings (4) —  —  —  (5,866)
Other expenses (5) 930  10  1,026  56 
Adjusted FFO $ 63,092  $ 63,994  $ 207,009  $ 168,288 
Adjusted FFO per common share and unit-basic $ 0.41  $ 0.40  $ 1.31  $ 1.03 
Adjusted FFO per common share and unit-diluted $ 0.40  $ 0.40  $ 1.31  $ 1.03 
Basic weighted-average common shares and units outstanding (6) 155,335  161,140  157,577  163,454 
Diluted weighted-average common shares and units outstanding (6) 155,853  161,557  158,052  163,836 
Notes:
(1)Includes depreciation and amortization expense allocated to the noncontrolling interest in the consolidated joint venture.
(2)Includes our ownership interest in the depreciation and amortization expense of the unconsolidated joint venture.
(3)Represents expenses related to the brand conversions of certain hotel properties prior to opening.
(4)Reclassification of interest rate swap gains from accumulated other comprehensive income to earnings for discontinued interest rate hedges.
(5)Represents expenses and income outside of the normal course of operations. For the three and nine months ended September 30, 2023, other expenses included one-time management company transition costs of $0.6 million.
(6)Includes 0.8 million weighted-average operating partnership units for the three and nine month periods ended September 30, 2023 and 2022.







9

rljlt_blacklogox2022.jpg
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 September 30, For the nine months ended September 30,
  2023 2022 2023 2022
Net income $ 16,343  $ 17,683  $ 68,577  $ 35,415 
Depreciation and amortization 44,727  46,559  134,648  140,346 
Interest expense, net of interest income 19,531  21,344  59,529  69,241 
Income tax expense 332  391  1,028  1,139 
Adjustments related to unconsolidated joint venture (1) 344  354  1,034  1,169 
EBITDA 81,277  86,331  264,816  247,310 
(Gain) loss on sale of hotel properties, net (16) 57  28  (996)
EBITDAre
81,261  86,388  264,844  246,314 
Transaction costs (773) 26  (575)
Pre-opening costs (2) 327  907  1,188  1,519 
Loss on extinguishment of indebtedness, net —  —  169  — 
Amortization of share-based compensation 6,247  5,420  18,028  16,074 
Derivative gains in accumulated other comprehensive income reclassified to earnings (3) —  —  —  (5,866)
Other expenses (4) 930  10  1,026  56 
Adjusted EBITDA 88,767  91,952  285,281  257,522 
General and administrative 8,500  8,026  25,002  24,854 
Other corporate adjustments 873  358  2,009  (1)
Consolidated Hotel EBITDA 98,140  100,336  312,292  282,375 
Comparable adjustments - income from sold hotels (75) (213) (504) (510)
Comparable adjustments - income from acquired hotels —  (103) —  558 
Comparable Hotel EBITDA $ 98,065  $ 100,020  $ 311,788  $ 282,423 
Notes: Comparable statistics reflect the Company's 96 hotel portfolio owned as of September 30, 2023.
(1)Includes our ownership interest in the interest, depreciation, and amortization expense of the unconsolidated joint venture.
(2)Represents expenses related to the brand conversions of certain hotel properties prior to opening.
(3)Reclassification of interest rate swap gains from accumulated other comprehensive income to earnings for discontinued interest rate hedges.
(4)Represents expenses and income outside of the normal course of operations. For the three and nine months ended September 30, 2023, other expenses included one-time management company transition costs of $0.6 million.










10

rljlt_blacklogox2022.jpg
RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands except %)
(unaudited)
 
Comparable Hotel EBITDA Margin
  For the three months ended September 30, For the nine months ended September 30,
  2023 2022 2023 2022
Total revenue $ 334,406  $ 318,071  $ 1,005,869  $ 891,471 
Comparable adjustments - revenue from sold hotels —  —  (35) (2,337)
Comparable adjustments - revenue from prior ownership of acquired hotels —  614  —  5,585 
Other corporate adjustments / non-hotel revenue (17) (12) (52) (45)
Comparable Hotel Revenue $ 334,389  $ 318,673  $ 1,005,782  $ 894,674 
Comparable Hotel EBITDA $ 98,065  $ 100,020  $ 311,788  $ 282,423 
Comparable Hotel EBITDA Margin 29.3  % 31.4  % 31.0  % 31.6  %































11

rljlt_blacklogox2022.jpg
RLJ Lodging Trust
Consolidated Debt Summary
(Amounts in thousands except %)
(unaudited)
Loan Base Term (Years) Maturity
(incl. extensions)
Floating / Fixed (1) Interest Rate (2) Balance as of
September 30, 2023 (3)
Mortgage Debt
Mortgage loan - 1 hotel 10 Jan 2029 Fixed 5.06% $ 25,000 
Mortgage loan - 7 hotels 3 Apr 2024 Floating 5.94% 200,000 
Mortgage loan - 3 hotels 5 Apr 2026 Floating 5.02% 96,000 
Mortgage loan - 4 hotels 5 Apr 2026 Floating 5.61% 85,000 
Weighted Average / Mortgage Total 5.60% $ 406,000 
Corporate Debt
Revolver (4) 4 May 2028 Floating $ — 
$225 Million Term Loan Maturing 2026 3 May 2028 Floating 2.97% 225,000 
$200 Million Term Loan Maturing 2026 3 January 2028 Floating 3.48% 200,000 
$400 Million Term Loan Maturing 2025 5 May 2025 Floating 3.38% 400,000 
$500 Million Senior Notes due 2026 5 July 2026 Fixed 3.75% 500,000 
$500 Million Senior Notes due 2029 8 September 2029 Fixed 4.00% 500,000 
Weighted Average / Corporate Total 3.61% $ 1,825,000 
Weighted Average / Total 3.97% $ 2,231,000 
Notes:
(1)The floating interest rate is hedged, or partially hedged, with an interest rate swap.
(2)Interest rates as of September 30, 2023, inclusive of the impact of interest rate hedges.
(3)Excludes the impact of fair value adjustments and deferred financing costs.
(4)As of September 30, 2023, there was $600.0 million of borrowing capacity on the Revolver, which is charged an unused commitment fee of 0.25% annually.


12