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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): February 25, 2025
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)
 
7373 Wisconsin Avenue, Suite 1500  
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 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 February 25, 2025, RLJ Lodging Trust (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024.  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: February 25, 2025 By: /s/ LESLIE D. HALE
    Leslie D. Hale
   
President, Chief Executive Officer, and Trustee

EXHIBIT LIST
 
Exhibit
Number
  Description
99.1   


EX-99.1 2 rlj-exhibit991q42024.htm EX-99.1 Document
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Press Release


RLJ Lodging Trust Reports Fourth Quarter and Full Year 2024 Results

Fourth Quarter RevPAR increased 2.2% and Total Revenues increased 3.2%
Fourth Quarter Adjusted EBITDA increased 2.4%
Repurchased 2.3 million shares of common stock for $22.0 million in 2024

Bethesda, MD, February 25, 2025 – RLJ Lodging Trust (the “Company”) (NYSE: RLJ) today reported results for the three months and year ended December 31, 2024.

Fourth Quarter Highlights
•Portfolio Comparable RevPAR of $137.53, an increase of 2.2% over the prior year
•Total Revenues of $330.0 million, an increase of 3.2% over the prior year
•Net loss attributable to common shareholders of $0.9 million
•Net loss per diluted share attributable to common shareholders of $0.01
•Adjusted EBITDA of $81.1 million, an increase of 2.4% over the prior year
•Adjusted FFO per diluted common share and unit of $0.33
•Repurchased 0.3 million common shares for $3.0 million at an average price per share of $9.16
•Ended year with $0.9 billion of liquidity, including approximately $409.8 million of unrestricted cash and $500.0 million in undrawn revolver capacity

Full Year Highlights
•Portfolio Comparable RevPAR of $144.72, an increase of 2.0% over the prior year
•Total Revenues of $1.4 billion, an increase of 3.3% over the prior year
•Net income attributable to common shareholders of $42.9 million
•Net income per diluted share attributable to common shareholders of $0.27
•Adjusted EBITDA of $361.6 million
•Adjusted FFO per diluted common share and unit of $1.57
•Repurchased 2.3 million common shares for $22.0 million at an average price per share of $9.39


"We were pleased with our fourth quarter results, which once again achieved top quartile RevPAR growth, reflecting the positive momentum in our urban-centric portfolio. The quarter was driven by growth in all segments of demand and the continuing strong ramp up from our conversions," commented Leslie D. Hale, President and Chief Executive Officer. "Throughout the year, our team also successfully executed several strategic objectives, including advancing our multiyear conversion pipeline, executing two high-quality acquisitions, strengthening our balance sheet, and returning capital to shareholders through accretive share repurchases and increasing our well-covered dividend. Successful execution of these initiatives has positioned RLJ to build on our momentum in 2025 against a backdrop of continued demand growth, a favorable market footprint, and potentially a more business friendly environment. All of these should allow RLJ to continue unlocking embedded value while enhancing shareholder returns.”



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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.

Financial and Operating Highlights
($ in millions, except ADR, RevPAR, and per share amounts)
(unaudited)
For the three months ended
December 31,
For the year ended
December 31,
2024 2023 Change 2024 2023 Change
Operational Overview: (1)
Comparable ADR $198.71 $193.96 2.4% $199.38 $197.68 0.9%
Comparable Occupancy 69.2% 69.4% (0.3)% 72.6% 71.8% 1.1%
Comparable RevPAR $137.53 $134.57 2.2% $144.72 $141.93 2.0%
Financial Overview:
Total Revenues $330.0 $319.7 3.2% $1,369.4 $1,325.6 3.3%
Comparable Hotel Revenue $330.0 $320.4 3.0% $1,369.3 $1,327.8 3.1%
Net (loss) income attributable to common shareholders ($0.9) $1.7 (152.9)% $42.9 $51.3 (16.4)%
Comparable Hotel EBITDA $90.4 $89.9 0.6% $398.0 $402.1 (1.0)%
Comparable Hotel EBITDA Margin 27.4% 28.1% (67) bps 29.1% 30.3% (122) bps
Adjusted EBITDA $81.1 $79.2 2.4% $361.6 $364.5 (0.8)%
Adjusted FFO $50.2 $53.4 (6.0)% $241.8 $260.4 (7.1)%
Adjusted FFO Per Diluted Common Share and Unit - Diluted $0.33 $0.34 (2.9)% $1.57 $1.66 (5.4)%

Note:
(1) Comparable statistics reflect the Company's 95 hotel portfolio owned as of December 31, 2024.

Acquisitions
During 2024, the Company acquired the 110-room Hotel Teatro in Denver for $35.5 million and the fee simple interest in the land underlying the 304-room Wyndham Boston Beacon Hill for $125.0 million, which was previously subject to a ground lease that was set to expire in 2028. The Company funded both acquisitions with cash on hand.

Dispositions
During 2024, the Company sold two non-core properties, generating a combined $20.8 million of gross proceeds.

Conversions
During 2024, the Company completed the physical conversions of the Wyndham Houston Medical Center to a DoubleTree by Hilton and the Hotel Indigo in New Orleans to the Hotel Tonnelle, a Marriott Tribute Hotel. Additionally, the Company completed the conversion of the Wyndham Pittsburgh University Center to a Courtyard by Marriott during the fourth quarter.




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Share Repurchases
During 2024, the Company repurchased 2.3 million shares for $22.0 million, at an average price per share of $9.39, which included approximately 0.3 million common shares repurchased for $3.0 million at an average price per share of $9.16 during the fourth quarter. Additionally, year-to-date the Company has purchased an additional 1.2 million shares for $12.0 million at an average price per share of $9.77. The Company's share buyback program currently has approximately $217.3 million of remaining capacity.

Balance Sheet
As of December 31, 2024, the Company had over $900 million of total liquidity, comprising approximately $409.8 million of unrestricted cash and $500.0 million available under its revolving credit facility ("Revolver"), and $2.2 billion of debt outstanding.

Dividends
The Company’s Board of Trustees declared a quarterly cash dividend of $0.15 per common share of beneficial interest of the Company in the fourth quarter. The dividend was paid on January 15, 2025 to shareholders of record as of December 31, 2024.

The Company's Board of Trustees declared a quarterly cash dividend of $0.4875 on the Company’s Series A Preferred Shares in the fourth quarter. The dividend was paid on January 31, 2025 to shareholders of record as of December 31, 2024.

2025 Outlook
($ in millions, except growth and per share amounts)
The Company is providing its annual outlook for all hotels owned as of February 25, 2025.
FY 2025
Comparable RevPAR Growth 1.0% to 3.0%
Comparable Hotel EBITDA $378.0M to $408.0M
Adjusted EBITDA $345.0M to $375.0M
Adjusted FFO per diluted share $1.46 to $1.66
Additionally, the Company's full year 2025 outlook includes:
•Net interest expense of $94.0 million to $96.0 million
•Cash corporate G&A in the range of $34.0 million to $35.0 million
•Capital expenditures related to renovations in the range of $80.0 million to $100.0 million
•Diluted weighted average common shares and units of 152.5 million

Potential future acquisitions, dispositions, financings, or share repurchases are not incorporated into the
Company's outlook above 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 February 26, 2025 at 10:00 a.m. (Eastern Time). The conference call can be accessed by dialing (877) 407-3982 or
(201) 493-6780 for international participants and requesting RLJ Lodging Trust’s fourth 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.
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Supplemental Information
Please refer to the schedule of supplemental information for additional detail and Comparable operating statistics, which will be posted to the Investor Relations section of the Company's website.

About Us
RLJ Lodging Trust ("RLJ") is a self-advised, publicly traded real estate investment trust that owns 95 premium-branded, rooms-oriented, high-margin, urban-centric hotels located within the heart of demand locations. Our hotels are geographically diverse and concentrated in major urban markets that provide multiple demand generators from business, leisure, and other travelers.

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 on Form 10-K for the year ended December 31, 2024, which will be filed on February 26, 2025, 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
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RLJ Lodging Trust
Non-GAAP and Accounting Commentary
 

Non-Generally Accepted Accounting Principles (“Non-GAAP”) Financial Measures
The Company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) EBITDAre, (5) Adjusted EBITDA, (6) Hotel EBITDA, and (7) Hotel EBITDA Margin. These Non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of its operating performance. FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA, Hotel EBITDA, and Hotel EBITDA Margin, as calculated by the Company, may not be comparable to other companies that do not define such terms exactly as the Company 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) provision for income taxes, including income taxes applicable to sales of assets; 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.

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In addition to EBITDA, the Company presents EBITDAre in accordance with NAREIT guidelines, which defines EBITDAre as net income or loss (calculated in accordance with GAAP) excluding interest expense, income tax benefit or 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 twelve months ended December 31, 2024, Comparable adjustments included the following acquired hotel:
•Hotel Teatro acquired in June 2024

Comparable adjustments: Sold hotels
For the three and twelve months ended December 31, 2024, Comparable adjustments included the following sold hotels:
•Residence Inn Merrillville sold in May 2024
•Fairfield Inn & Suites Denver Cherry Creek sold in September 2024

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RLJ Lodging Trust
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
(unaudited)
December 31,
2024
December 31, 2023
Assets    
Investment in hotel properties, net $ 4,250,524  $ 4,136,216 
Investment in unconsolidated joint ventures 7,457  7,398 
Cash and cash equivalents 409,809  516,675 
Restricted cash reserves 23,516  38,652 
Hotel and other receivables, net of allowance of $169 and $265, respectively 25,494  26,163 
Lease right-of-use assets 128,111  136,140 
Prepaid expense and other assets 38,968  58,051 
Total assets $ 4,883,879  $ 4,919,295 
Liabilities and Equity    
Debt, net $ 2,220,081  $ 2,220,778 
Accounts payable and other liabilities 154,643  147,819 
Advance deposits and deferred revenue 40,242  32,281 
Lease liabilities 119,102  122,588 
Accrued interest 20,900  22,539 
Distributions payable 30,634  22,500 
Total liabilities 2,585,602  2,568,505 
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 December 31, 2024 and 2023 366,936  366,936 
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 153,295,577 and 155,297,829 shares issued and outstanding at December 31, 2024 and 2023, respectively 1,533  1,553 
Additional paid-in capital 2,992,487  3,000,894 
Accumulated other comprehensive income 13,788  22,662 
Distributions in excess of net earnings (1,090,186) (1,055,183)
Total shareholders’ equity 2,284,558  2,336,862 
Noncontrolling interest:    
Noncontrolling interest in consolidated joint ventures 7,589  7,634 
Noncontrolling interest in the Operating Partnership 6,130  6,294 
Total noncontrolling interest 13,719  13,928 
Total equity 2,298,277  2,350,790 
Total liabilities and equity $ 4,883,879  $ 4,919,295 

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

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RLJ Lodging Trust
Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(unaudited)
  For the three months ended December 31, For the year ended December 31,
  2024 2023 2024 2023
Revenues    
Operating revenues    
Room revenue $ 267,690  $ 261,612  $ 1,121,586  $ 1,095,028 
Food and beverage revenue 39,593  36,024  153,108  141,625 
Other revenue 22,706  22,072  94,746  88,924 
Total revenues 329,989 319,708 1,369,440  1,325,577 
Expenses        
Operating expenses        
Room expense 70,682  69,396  288,567  277,058 
Food and beverage expense 29,487  28,103  117,766  109,707 
Management and franchise fee expense 25,195  24,863  107,978  107,417 
Other operating expenses 90,680  85,918  363,631  340,485 
Total property operating expenses 216,044  208,280  877,942  834,667 
Depreciation and amortization 45,386  44,455  179,431  179,103 
Property tax, insurance and other 26,300  23,961  107,043  100,229 
General and administrative 12,978  15,968  54,804  58,998 
Transaction costs 21  197  320  223 
Total operating expenses 300,729  292,861  1,219,540  1,173,220 
Other income, net 673  858  5,342  4,364 
Interest income 4,123  5,766  17,314  19,743 
Interest expense (28,208) (25,301) (111,358) (98,807)
(Loss) gain on sale of hotel properties, net (39) (6) 8,262  (34)
Loss on extinguishment of indebtedness, net —  —  (129) (169)
Income before equity in income from unconsolidated joint ventures 5,809  8,164  69,331  77,454 
Equity in income from unconsolidated joint ventures 220  104  459  419 
Income before income tax expense 6,029  8,268  69,790  77,873 
Income tax expense (518) (228) (1,599) (1,256)
Net income 5,511  8,040  68,191  76,617 
Net (loss) income attributable to noncontrolling interests:        
Noncontrolling interest in consolidated joint ventures (136) (96) 45  35 
Noncontrolling interest in the Operating Partnership (9) (215) (247)
Net income attributable to RLJ 5,376  7,935  68,021  76,405 
Preferred dividends (6,279) (6,279) (25,115) (25,115)
Net (loss) income attributable to common shareholders $ (903) $ 1,656  $ 42,906  $ 51,290 
Basic per common share data:    
Net (loss) income per share attributable to common shareholders $ (0.01) $ 0.01  $ 0.27  $ 0.32 
Weighted-average number of common shares 151,751,999  153,326,317  152,856,036  155,928,663 
Diluted per common share data:    
Net (loss) income per share attributable to common shareholders $ (0.01) $ 0.01  $ 0.27  $ 0.32 
Weighted-average number of common shares 151,751,999  154,406,530  153,475,921  156,556,414 
 
Note:
The Statements of Comprehensive Income and corresponding notes to the consolidated financial statements can be found in the Company’s Annual Report on Form 10-K.

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RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands, except per share data)
(unaudited)
 
Funds From Operations (FFO) Attributable to Common Shareholders and Unitholders
  For the three months ended December 31, For the year ended December 31,
  2024 2023 2024 2023
Net income $ 5,511  $ 8,040  $ 68,191  $ 76,617 
Preferred dividends (6,279) (6,279) (25,115) (25,115)
Depreciation and amortization 45,386  44,455  179,431  179,103 
Loss (gain) on sale of hotel properties, net 39  (8,262) 34 
Noncontrolling interest in consolidated joint ventures (136) (96) 45  35 
Adjustments related to consolidated joint venture (1) (48) (45) (187) (175)
Adjustments related to unconsolidated joint venture (2) 227  232  912  941 
FFO 44,700  46,313  215,015  231,440 
Transaction costs 21  197  320  223 
Pre-opening costs (3) 247  163  1,335  1,351 
Loss on extinguishment of indebtedness, net —  —  129  169 
Amortization of share-based compensation 4,544  6,258  20,804  24,285 
Non-cash income tax expense (benefit) 10  (5) 10  (5)
Non-cash interest expense related to discontinued interest rate hedges 305  482  1,592  1,929 
Other expenses (income) (4) 385  (30) 2,641  996 
Adjusted FFO $ 50,212  $ 53,378  $ 241,846  $ 260,388 
Adjusted FFO per common share and unit-basic $ 0.33  $ 0.35  $ 1.57  $ 1.66 
Adjusted FFO per common share and unit-diluted $ 0.33  $ 0.34  $ 1.57  $ 1.66 
Basic weighted-average common shares and units outstanding (5) 152,524  154,098  153,628  156,700 
Diluted weighted-average common shares and units outstanding (5) 153,042  155,178  154,248  157,328 

Note:
(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) Represents expenses and income outside of the normal course of operations.
(5) Includes 0.8 million weighted-average operating partnership units for the three months and year ended December 31, 2024 and 2023.

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RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands)
(unaudited)
 
Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)
  For the three months ended December 31, For the year ended December 31,
  2024 2023 2024 2023
Net income $ 5,511  $ 8,040  $ 68,191  $ 76,617 
Depreciation and amortization 45,386  44,455  179,431  179,103 
Interest expense, net of interest income 24,085  19,535  94,044  79,064 
Income tax expense 518  228  1,599  1,256 
Adjustments related to unconsolidated joint venture (1) 392  340  1,390  1,374 
EBITDA 75,892  72,598  344,655  337,414 
Loss (gain) on sale of hotel properties, net 39  (8,262) 34 
EBITDAre 75,931  72,604  336,393  337,448 
Transaction costs 21  197  320  223 
Pre-opening costs (2) 247  163  1,335  1,351 
Loss on extinguishment of indebtedness, net —  —  129  169 
Amortization of share-based compensation 4,544  6,258  20,804  24,285 
Other expenses (income) (3) 385  (30) 2,641  996 
Adjusted EBITDA 81,128  79,192  361,622  364,472 
General and administrative 8,434  9,710  34,000  34,713 
Other corporate adjustments 848  1,022  3,133  3,031 
Consolidated Hotel EBITDA 90,410  89,924  398,755  402,216 
Comparable adjustments - income from sold hotels (47) (454) (1,279) (2,626)
Comparable adjustments - income from acquired hotel —  407  525  2,551 
   Comparable Hotel EBITDA $ 90,363  $ 89,877  $ 398,001  $ 402,141 

Notes: Comparable statistics reflect the Company's 95 hotel portfolio owned as of December 31, 2024.
(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) Represents expenses and income outside of the normal course of operations.






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RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands except margin data)
(unaudited)
 
Comparable Hotel EBITDA Margin
  For the three months ended December 31, For the year ended December 31,
  2024 2023 2024 2023
Total revenue $ 329,989  $ 319,708  $ 1,369,440  $ 1,325,577 
Comparable adjustments - revenue from sold hotels —  (1,462) (3,879) (7,013)
Comparable adjustments - revenue from prior ownership of acquired hotels —  2,151  3,834  9,318 
Other corporate adjustments / non-hotel revenue (24) (18) (76) (70)
Comparable Hotel Revenue $ 329,965  $ 320,379  $ 1,369,319  $ 1,327,812 
Comparable Hotel EBITDA $ 90,363  $ 89,877  $ 398,001  $ 402,141 
Comparable Hotel EBITDA Margin 27.4  % 28.1  % 29.1  % 30.3  %


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RLJ Lodging Trust
Reconciliation of Non-GAAP Measures - Full-Year Outlook
(Amounts in millions)
(unaudited)


Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
  For the year ended December 31, 2025
  Low End High End
Net income $ 50.0  $ 78.0 
Depreciation and amortization 180.0  180.0 
Interest expense, net of interest income 94.0  96.0 
Income tax expense 1.6  1.6 
Adjustments related to joint ventures 1.4  1.4 
EBITDA/EBITDAre
327.0  357.0 
Amortization of share-based compensation 18.0  18.0 
Adjusted EBITDA 345.0  375.0 
General and administrative 34.0  35.0 
Other corporate adjustments (1.0) (2.0)
Consolidated Hotel EBITDA/Comparable Hotel EBITDA $ 378.0  $ 408.0 

Funds from Operations (FFO) Attributable to Common Shareholders and Unitholders
  For the year ended December 31, 2025
  Low End High End
Net income $ 50.0  $ 78.0 
Preferred dividends (25.0) (25.0)
Depreciation and amortization 180.0  180.0 
Adjustments related to joint ventures 1.0  1.0 
FFO 206.0  234.0 
Amortization of share-based compensation 18.0  18.0 
All other items, net (1.5) 0.5 
Adjusted FFO $ 222.5  $ 252.5 
Adjusted FFO per common share and unit-diluted $ 1.46  $ 1.66 
Diluted weighted-average common shares and units outstanding
152.5  152.5 















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RLJ Lodging Trust
Consolidated Debt Summary
(Amounts in thousands except interest rate data)
(unaudited)
Loan Base Term (Years) Maturity (incl. extensions) Floating / Fixed (1) Interest Rate (2) Balance as of December 31, 2024 (3)
Mortgage Debt
Mortgage loan - 1 hotel 10 Jan 2029 Fixed 5.06% $ 25,000 
Mortgage loan - 3 hotels 5 Apr 2026 Floating 4.49% 96,000 
Mortgage loan - 4 hotels 5 Apr 2026 Floating 4.93% 85,000 
Weighted Average / Mortgage Total 4.74% $ 206,000 
Corporate Debt
Revolver (4) 4 May 2028 Floating 6.08% $ 100,000 
$225 Million Term Loan Maturing 2026 3 May 2028 Floating 5.33% 225,000 
$200 Million Term Loan Maturing 2026 3 January 2028 Floating 6.03% 200,000 
$500 Million Term Loan Maturing 2027 3 September 2029 Floating 4.69% 500,000 
$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 4.56% $ 2,025,000 
Weighted-Average / Gross Debt 4.58% $ 2,231,000 

Notes:
(1) The floating interest rate is hedged, or partially hedged, with an interest rate swap.
(2) Interest rates as of December 31, 2024, inclusive of the impact of interest rate hedges.
(3) Excludes the impact of fair value adjustments and deferred financing costs.
(4) As of December 31, 2024, there was $500.0 million of borrowing capacity on the Revolver, which is charged an unused commitment fee of 0.25% annually.

























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