<< Previous :: Next >> By Date :: Top Recent :: Top 30 days :: Top 365 days :: Back

RLJ Lodging Trust Reports Fourth Quarter and Full Year 2012 Results

2013-02-28

Send

PDF

Bookmark

Text Size:

Pro forma RevPAR increased 7.4%, Pro forma ADR increased 5.8% and Pro forma Occupancy increased 1.5% - Pro forma Hotel EBITDA Margin increased 78 basis points to 33.9%

RLJ Lodging Trust (NYSE: RLJ) reported results for the three and twelve months ended December 31, 2012.

“With our two-year renovation plan completed, new hotels in key gateway markets, and a strong balance sheet, we are well positioned to continue to deliver outsized growth.”

Full Year Highlights

Pro forma RevPAR increased 7.4%, Pro forma ADR increased 5.8% and Pro forma Occupancy increased 1.5%
Pro forma Hotel EBITDA Margin increased 78 basis points to 33.9%
Pro forma Consolidated Hotel EBITDA increased 10.8% to $293.7 million
Adjusted FFO increased 30.6% to $185.6 million
Acquired four hotels and agreed to acquire one hotel currently under construction for a total investment of $318.8 million in key gateway markets
Completed a two-year $210.0 million renovation plan
Received three renovation awards from Hilton Worldwide and one from Marriott International
Entered into a $700.0 million unsecured facility, with the ability to upsize to $1.2 billion
Declared an aggregate cash dividend of $0.70, a 16.7% increase over the prior year’s annualized rate

Fourth Quarter Highlights

Pro forma RevPAR increased 10.2%, Pro forma ADR increased 6.6% and Pro forma Occupancy increased 3.4%
Pro forma Hotel EBITDA Margin increased 162 basis points to 34.6%
Pro forma Consolidated Hotel EBITDA increased 14.4% to $76.0 million
Adjusted FFO increased 35.9% to $50.7 million
Acquired one hotel and agreed to acquire one hotel currently under construction for a total investment of $136.1 million in key gateway markets
Declared a cash dividend of $0.205 per share for the quarter

“2012 marked another outstanding year for RLJ. We demonstrated our commitment to drive growth and deliver excellent results,” commented Thomas J. Baltimore, Jr., President and Chief Executive Officer. “With our two-year renovation plan completed, new hotels in key gateway markets, and a strong balance sheet, we are well positioned to continue to deliver outsized growth.”

Financial and Operating Results

This press release presents 2011 data that combines the financial and operating results of the Company’s predecessor entities prior to the consummation of the Company’s initial public offering (“IPO”) on May 16, 2011, and the results of the Company post-IPO. Performance metrics of Occupancy, Average Daily Rate (“ADR”), Revenue Per Available Room (“RevPAR”), Hotel EBITDA, and Hotel EBITDA Margin are pro forma. The prefix “pro forma,” as defined by the Company, denotes operating results which include results for periods prior to its ownership. Pro forma RevPAR and Pro forma Hotel EBITDA Margin are reported on a comparable basis and therefore exclude non-comparable hotels that were not open for operation or closed for renovations for comparable periods. An explanation of EBITDA, Adjusted EBITDA, Hotel EBITDA, FFO, and Adjusted FFO, as well as reconciliations of those measures to net income or loss, if applicable, is included at the end of this release.

Pro forma RevPAR for the three months ended December 31, 2012, increased 10.2% over the comparable period in 2011, driven by a Pro forma ADR increase of 6.6% and a Pro forma Occupancy increase of 3.4%. Among the Company’s top six markets, the best performers in the quarter were Austin and New York City which experienced RevPAR growth of 30.0% and 10.2%, respectively. For the twelve months ended December 31, 2012, Pro forma RevPAR increased 7.4% over the comparable period in 2011, driven by a Pro forma ADR increase of 5.8% and a Pro forma Occupancy increase of 1.5%. Adjusting for total disruption caused by renovations, the Company estimates that Pro forma RevPAR growth would have increased by an additional 152 basis points to 8.9%.

Pro forma Hotel EBITDA Margin for the three months ended December 31, 2012, increased 162 basis points over the comparable period in 2011 to 34.6%. For the twelve months ended December 31, 2012, Pro forma Hotel EBITDA Margin increased 78 basis points over the comparable period in 2011 to 33.9%. Adjusting for total disruption caused by renovations, the Company estimates that Pro forma Hotel EBITDA Margin would have increased by an additional 40 basis points to 34.3%.

Pro forma Consolidated Hotel EBITDA includes the results of non-comparable hotels. For the three months ended December 31, 2012, Pro forma Consolidated Hotel EBITDA increased $9.6 million to $76.0 million, representing a 14.4% increase over the comparable period in 2011. For the twelve months ended December 31, 2012, Pro forma Consolidated Hotel EBITDA increased $28.7 million to $293.7 million, representing a 10.8% increase over the comparable period in 2011.

Adjusted EBITDA for the three months ended December 31, 2012, increased $13.7 million to $70.7 million, representing a 24.1% increase over the comparable period in 2011. For the twelve months ended December 31, 2012, Adjusted EBITDA increased $33.4 million to $267.7 million, representing a 14.2% increase over the comparable period in 2011.

Adjusted FFO for the three months ended December 31, 2012, increased $13.4 million to $50.7 million, representing a 35.9% increase over the comparable period in 2011. For the twelve months ended December 31, 2012, Adjusted FFO increased $43.5 million to $185.6 million, representing a 30.6% increase over the comparable period in 2011. Adjusted FFO per diluted share and unit for the three and twelve months ended December 31, 2012, was $0.48 and $1.74, respectively, based on the Company’s diluted weighted-average shares and units outstanding of 106.8 million and 106.6 million for each period, respectively.

Non-recurring expenses for the three months ended December 31, 2012, totaled $2.9 million and were primarily related to accelerated amortization of deferred financing fees and prepayment penalties associated with the extinguishment of $331.0 million of debt. For the twelve months ended December 31, 2012, non-recurring expenses totaled $5.4 million and were primarily related to debt related fees, impairment, and a non-cash loss on disposal of furniture, fixtures, and equipment associated with assets under renovation.

These expenses are included in net income, EBITDA and FFO, but have been excluded from Adjusted EBITDA and Adjusted FFO, as applicable. A complete listing is provided in the Non-GAAP reconciliation tables.

Net income attributable to common shareholders for the three months ended December 31, 2012, was $13.7 million, compared to a loss of $1.3 million in the comparable period in 2011. For the twelve months ended December 31, 2012, net income attributable to common shareholders was $41.3 million, compared to $11.3 million for the comparable period in 2011. Results for the twelve months ended December 31, 2011, include a $23.5 million of gain associated with the deed in lieu transfer of the New York LaGuardia Airport Marriott that occurred in the third quarter of 2011.

Net cash flow from operating activities for the twelve months ended December 31, 2012, totaled $176.1 million compared to $134.1 million for the comparable period in 2011.

Capital Expenditures

The Company initiated an extensive two-year capital program in 2011 largely focused on upgrading and/or repositioning 24 hotels it acquired in 2010 and 2011, including the rebranding of seven hotels. The balance of the renovations included brand related upgrades at other select hotels.

In 2012, the Company upgraded and/or repositioned 45 hotels for approximately $95.0 million. In aggregate, the Company invested approximately $210.0 million at 93 hotels over the two-year period.

The Company received an award from Marriott International for the conversion at Fairfield Inn & Suites DC/Downtown. The Company was also the recipient of three additional awards from Hilton Worldwide for the Hilton Garden Inn Pittsburgh University Place, the Hilton Garden Inn Raleigh/Durham Research Triangle Park, and the Embassy Suites West Palm Beach-Central conversions. These awards highlight the quality of the upgrades and are a clear testament to the expertise of the Company's in-house design and construction team.

Acquisitions

During the year ended December 31, 2012, the Company acquired four hotels and agreed to acquire one hotel currently under construction for a total investment of $318.8 million across five states: the 187-room Residence Inn Bethesda Downtown, the 226-room Courtyard New York Manhattan/Upper East Side, the 278-room Hilton Garden Inn San Francisco Oakland/Bay Bridge, the 275-room Embassy Suites Boston/Waltham, and the 231-room Hilton Cabana Miami Beach.

On May 29, 2012, the Company acquired the 187-room Residence Inn Bethesda Downtown in an off-market transaction for a purchase price of $64.5 million, or approximately $345,000 per key. The purchase price represents a forward capitalization rate of approximately 7.1% on the hotel's projected 2013 net operating income.

On May 30, 2012, the Company acquired the 226-room Courtyard New York Manhattan/Upper East Side through a bankruptcy court-ordered sale for a purchase price of $82.0 million, or approximately $363,000 per key. The purchase price represents a forward capitalization rate of approximately 7.5% on the hotel's projected 2013 net operating income. The Company's purchase price per key is considerably lower than other recently traded hotels in Manhattan and is a significant discount to replacement cost.

On June 11, 2012, the Company acquired the 278-room Hilton Garden Inn San Francisco Oakland/Bay Bridge for a purchase price of $36.2 million, or approximately $130,000 per key. The purchase price represents a forward capitalization rate of approximately 9.4% on the hotel's projected 2013 net operating income.

On November 13, 2012, the Company acquired the 275-room Embassy Suites Boston/Waltham for a purchase price of $64.5 million, or approximately $235,000 per key. The purchase price represents a forward capitalization rate of approximately 7.9% on the hotel's projected 2013 net operating income.

On November 30, 2012, the Company signed a purchase and sale agreement to acquire upon completion the 231-room Hilton Cabana Miami Beach for a fixed purchase price of $71.6 million, or approximately $310,000 per key. Upon entering the agreement, the Company made a $7.2 million deposit that will be refunded if the hotel is not completed. The Company is not assuming any construction risk, including the risk of construction overruns. The Company anticipates opening the hotel late in the fourth quarter of 2013.

The acquisitions were funded through a combination of cash available on the Company's balance sheet and borrowings under its revolving credit facility.

Balance Sheet and Capital Structure

On May 18, 2012, the Company refinanced two loans and structured in their place one first mortgage loan totaling $85.0 million. The loan has a base term of four years and a one-year extension option. The loan requires payments of interest only during the base term and bears a floating rate of LIBOR plus 235 basis points.

On November 20, 2012, the Company completed a $700.0 million unsecured facility that is expandable to $1.2 billion, subject to certain conditions. It consists of a five-year and a seven-year unsecured term loan for an aggregate amount of $400.0 million and a $300.0 million unsecured revolving credit facility that replaced the Company’s prior credit facility.

As of December 31, 2012, the Company had $115.9 million of unrestricted cash on its balance sheet and $284.0 million available on its unsecured revolving credit facility. The Company had $1.4 billion of outstanding debt, including $16.0 million outstanding on its unsecured revolving credit facility. The Company’s ratio of net debt to Adjusted EBITDA for the trailing twelve month period was 4.7 times.

Dividends

The Company’s Board of Trustees declared a cash dividend of $0.205 per common share of beneficial interest in the fourth quarter. The dividend was paid on January 15, 2013, to shareholders of record as of December 31, 2012.

For the year ended December 31, 2012, the Company distributed a total of $0.70 per common share of beneficial interest, representing an increase of 16.7% versus prior year’s annualized rate.

2013 Outlook

The Company’s outlook excludes potential future acquisitions and dispositions, which could result in a material change to the Company’s outlook. The Company’s 2013 outlook is also based on a number of other assumptions, many of which are outside the Company’s control and all of which are subject to change. Pro forma operating statistics include prior owner results and assumes that the Company owned all 145 of its hotels since January 1, 2012. For the full year 2013, the Company anticipates:


		2013 Outlook
Pro forma RevPAR growth ⁽¹⁾		5.5% to 7.5%
Pro forma Hotel EBITDA Margin ⁽¹⁾		34.0% to 35.0%
Pro forma Consolidated Hotel EBITDA		$310.0M to $330.0M
Corporate cash general and administrative expenses		$23.5M to $24.5M

Earnings Call

The Company will conduct its quarterly analyst and investor conference call on February 28, 2013, at 12:00 p.m. (Eastern Time). The conference call can be accessed by dialing (877) 705-6003 or (201) 493-6725 for international participants and requesting RLJ Lodging Trust’s fourth quarter earnings conference call. Additionally, a live webcast of the conference call will be available through the Company’s website at http://rljlodgingtrust.com. A replay of the conference call webcast will be archived and available online through the Investor Relations section of the Company’s website.

About RLJ Lodging Trust

RLJ Lodging Trust is a self-advised, publicly traded real estate investment trust focused on acquiring premium-branded, focused-service and compact full-service hotels. The Company’s portfolio consists of 145 hotels in 21 states and the District of Columbia, with more than 21,600 rooms.

RLJ Lodging Trust

Non-GAAP Definitions

Non-Generally Accepted Accounting Principles (“GAAP”) Financial Measures

The Company considers the following non-GAAP financial measures useful to investors as key supplemental measures of our performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) Adjusted EBITDA, and (5) Hotel EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of the Company's operating performance. FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, and Hotel EBITDA as calculated by us, may not be comparable to other companies that do not define such terms exactly as the Company.

Funds From Operations (“FFO”)

The Company calculates FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding gains or losses from sales of real estate, items classified by GAAP as extraordinary, the cumulative effect of changes in accounting principles, plus depreciation and amortization, and adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations.

The Company believes that the presentation of FFO provides useful information to investors regarding the Company’s operating performance by excluding the effect of depreciation and amortization, gains or losses from sales for real estate, extraordinary items and the portion of items related to unconsolidated entities, all of which are based on historical cost accounting, and that FFO can facilitate comparisons of operating performance between periods and between real estate investment trusts (“REITs”), even though FFO does not represent an amount that accrues directly to common shareholders. The Company’s calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. Additionally, FFO may not be helpful when comparing the Company to non-REITs. The Company presents FFO attributable to common shareholders, which includes the Company’s OP units, because the Company’s OP units are redeemable for common shares. The Company believes it is meaningful for the investor to understand FFO attributable to all common shares and OP units.

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

EBITDA is defined as net income or loss excluding: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sale of assets; and (3) depreciation and amortization. The Company considers EBITDA useful to an investor in evaluating and facilitating comparisons of the Company’s operating performance between periods and between REITs by removing the impact of the Company's capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from the Company’s operating results. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and dispositions. The Company presents EBITDA attributable to common shareholders, which includes the Company’s OP units, because the Company’s OP units are redeemable for common shares. The Company believes it is meaningful for the investor to understand EBITDA attributable to all common shares and OP units.

Hotel EBITDA

With respect to Hotel EBITDA, the Company believes that excluding the effect of corporate-level expenses, non-cash items, and the portion of these items related to unconsolidated entities, provides a more complete understanding of the operating results over which individual hotels and operators have direct control. The Company believes property-level results provide investors with supplemental information on the ongoing operational performance of the Company’s hotels and effectiveness of the third-party management companies operating the Company’s business on a property-level basis.

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

Adjustments to EBITDA and FFO

The Company adjusts FFO and EBITDA for items that the Company considers outside the normal course of business. The Company believes that these adjustments provide investors with another financial measure that may facilitate comparisons of operating performance between periods and between REITs. We believe that the exclusion of certain additional recurring and non-recurring items when combined with GAAP net income, EBITDA and FFO, are beneficial to an investor's complete understanding of the Company's operating performance. We adjust EBITDA and FFO for the following items, as applicable:

Transaction Costs/Pursuit Costs: The Company excludes transaction and pursuit costs expensed during the period because it believes they do not reflect the underlying performance of the Company.
Other Non-Cash: The Company excludes the effect of certain non-cash items because it believes they do not reflect the underlying performance of the Company. In 2012 and 2011, the Company excluded the amortization of share based compensation. In 2012, the Company excluded a non-cash loss on disposal of furniture, fixtures, and equipment associated with assets under renovation.
Non-recurring expenses: The Company excludes the effect of certain non-customary expenses because it believes they do not reflect the underlying performance of the Company. In 2012, the Company excluded legal expenses it considered outside the normal course of business, loan default penalties and fees, debt prepayment fees, acceleration of deferred financing fees, and impairment. In 2011, the Company excluded debt prepayment fees, acceleration of deferred financing fees, and certain other expenses that were the result of the IPO and related formation transactions.


RLJ Lodging Trust
Combined Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)

	December 31,			December 31,
	2012			2011
Assets
Investment in hotel properties, net	$	3,073,483		$	2,820,457
Investment in loans		12,426			12,633
Cash and cash equivalents		115,861			310,231
Restricted cash reserves		64,787			87,288
Hotel receivables, net of allowance of $194 and $150, respectively		22,738			20,081
Deferred financing costs, net		11,131			9,639
Deferred income tax asset		2,206			1,369
Purchase deposits		9,910			-
Prepaid expense and other assets		33,843			28,320
Total assets	$	3,346,385		$	3,290,018
Liabilities and Equity
Borrowings under revolving credit facilities	$	16,000		$	-
Mortgage loans		997,651			1,341,735
Term loans		400,000			-
Interest rate swap liability		470			1,796
Accounts payable and accrued expense		87,105			86,213
Deferred income tax liability		4,064			3,314
Advance deposits and deferred revenue		8,508			4,781
Accrued interest		2,284			2,115
Distributions payable		22,392			16,076
Total liabilities		1,538,474			1,456,030



Equity
Shareholders' equity:
Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized; zero shares issued and outstanding at December 31, 2012 and 2011, respectively.

	-			-
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 106,565,516 and 106,279,049 shares issued and outstanding at December 31, 2012 and 2011, respectively.

		1,066			1,063
Additional paid-in-capital		1,841,449			1,835,011
Accumulated other comprehensive loss		-			(1,782	)
Distributions in excess of net earnings		(52,681	)		(18,960	)
Total shareholders' equity		1,789,834			1,815,332

Noncontrolling interest
Noncontrolling interest in joint venture		6,766			7,170
Noncontrolling interest in Operating Partnership		11,311			11,486
Total noncontrolling interest		18,077			18,656
Total equity		1,807,911			1,833,988
Total liabilities and equity	$	3,346,385		$	3,290,018


RLJ Lodging Trust
Combined Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)

	For the three months ended						For the twelve months ended
	December 31,						December 31,
	2012			2011			2012			2011
Revenue
Hotel operating revenue
Room revenue	$	191,613		$	161,780		$	742,618		$	656,997
Food and beverage revenue		24,343			22,117			87,610			81,781
Other operating department revenue		6,582			5,364			23,977			20,174
Total revenue		222,538			189,261			854,205			758,952
Expense
Hotel operating expense
Room		41,932			36,286			163,374			147,039
Food and beverage		15,401			14,839			60,508			56,606
Management fees		8,220			6,537			30,075			26,056
Other hotel expenses		67,424			58,858			258,644			231,602
Total hotel operating expense		132,977			116,520			512,601			461,303
Depreciation and amortization		30,814			36,633			126,798			128,112
Impairment loss		-			-			896			-
Property tax, insurance and other		13,771			10,654			53,091			46,605
General and administrative		8,285			6,749			31,099			24,253
Transaction and pursuit costs		380			382			3,520			3,996
IPO costs		-			400			-			10,733
Total operating expense		186,227			171,338			728,005			675,002
Operating income		36,311			17,923			126,200			83,950
Other income		175			259			433			1,001
Interest income		411			418			1,686			1,682
Interest expense		(22,822	)		(20,605	)		(84,997	)		(96,020	)
Loss on disposal		-			-			(634	)		-

Income (loss) from continuing operations before income taxes		14,075			(2,005	)		42,688			(9,387	)

Income tax expense		(155	)		806			(1,369	)		(740	)
Income (loss) from continuing operations		13,920			(1,199	)		41,319			(10,127	)

Income from discontinued operations		-			(2	)		-			21,836

Net income (loss)		13,920			(1,201	)		41,319			11,709

Net (income) loss attributable to non-controlling interests
Noncontrolling interest in joint venture		(48	)		(102	)		404			(47	)
Noncontrolling interest in common units of Operating Partnership
		(142	)		30			(425	)		(255	)
Net income (loss) attributable to the Company		13,730			(1,273	)		41,298			11,407

Distributions to preferred unitholders		-			-			-			(61	)

Net income (loss) attributable to common shareholders	$	13,730		$	(1,273	)	$	41,298		$	11,346

Net income (loss) per share attributable to common shareholders, basic and diluted
	$	0.13		$	(0.01	)	$	0.38		$	0.12

Weighted-average number of common shares, basic		105,517,515			105,280,964			105,423,604			95,340,666
Weighted-average number of common shares, diluted		105,865,104			105,280,964			105,748,685			95,340,666


RLJ Lodging Trust
Reconciliation of Net Income/(Loss) to Non-GAAP Measures
(Amounts in thousands, except per share data)
(Unaudited)

Funds From Operations (FFO)
	For the three months ended						For the twelve months
	December 31,						December 31,
	2012			2011			2012			2011
Net income (loss) ⁽¹⁾	$	13,920		$	(1,201	)	$	41,319		$	11,709
Depreciation and amortization		30,836			36,633			126,798			128,112
Depreciation and amortization, discontinued operations		-			-			-			2,602
Distributions to preferred unitholders		-			-			-			(61	)
Loss on disposal		-			-			634			-
Gain on extinguishment of indebtedness ⁽²⁾		-			-			-			(23,515	)
Impairment loss		-			-			896			-
Noncontrolling interest in joint venture		(48	)		(102	)		404			(47	)
Adjustments related to joint venture ⁽³⁾		(121	)		(87	)		(451	)		(308	)
FFO attributable to common shareholders		44,587			35,243			169,600			118,492
Transaction and pursuit costs		380			382			3,520			3,996
IPO Costs ⁽⁴⁾		-			400			-			10,733
Amortization of share based compensation		2,863			1,322			8,626			3,284
Loan related costs ^(5)(6)(7)		2,782			-			3,451			4,303
Other expenses ⁽⁸⁾⁽⁹⁾		134			-			436			1,362
Adjusted FFO	$	50,746		$	37,347		$	185,633		$	142,170

Adjusted FFO per common share and unit- basic⁽¹⁰⁾	$	0.48		$	0.35			1.75			N/A
Adjusted FFO per common share and unit- diluted ⁽¹⁰⁾	$	0.48		$	0.35			1.74			N/A

Basic weighted-average common shares and units outstanding ⁽¹¹⁾		106,412			106,175			106,318			N/A
Diluted weighted-average common shares and units outstanding ⁽¹¹⁾		106,759			106,175			106,643			N/A

Note:
(1) Includes net income from discontinued operations.
(2) Includes the gain on the transfer of title to the New York LaGuardia Marriott hotel to the lenders pursuant to a deed in lieu of foreclosure. The gain is included in Discontinued Operations.
(3) Includes depreciation and amortization expense allocated to the noncontrolling interest in joint venture.
(4) Includes expenses related to the transfer and assumption of indebtedness and other contractual obligations of our predecessor in connection with the IPO and our formation transactions.
(5) Includes zero and $0.7 million for the three and twelve months ended December 31, 2012, respectively, of default interest and penalties incurred in connection with Springhill Suites Southfield, Michigan mortgage loan.
(6) Includes $1.4 million for the three and twelve months ended December 31, 2012, respectively, of accelerated amortization of deferred financing fees related to the amendment and restatement of the credit facility.
(7) Includes $1.4 million for the three and twelve months ended December 31, 2012, respectively, and zero and $4.3 million for the twelve months ended December 31, 2011, respectively of incremental interest expense related to the accelerated payoff of mortgage indebtedness.
(8) Includes $0.1 million and $0.4 million for the three and twelve months ended December 31, 2012, respectively, of legal expenses outside the normal course of operations.
(9) Includes $1.4 million for the year ended December 31, 2011 of certain compensation obligations of our predecessor not continued.
(10) Adjusted FFO per common share and unit (basic/diluted) for the year ended December 31, 2011, is not provided. The Company does not consider the calculation meaningful for the full year 2011 as a result of the predecessor's impact to the calculation. Adjusted FFO per common share and unit (basic/diluted) would have been $1.34, assuming diluted weighted average shares as of the fourth quarter 2011.
(11) Includes 894,000 operating partnership units.


RLJ Lodging Trust
Reconciliation of Net Income/(Loss) to Non-GAAP Measures
(Amounts in thousands)
(Unaudited)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
	For the three months ended						For the twelve months
	December 31,						December 31,
	2012			2011			2012			2011
Net income (loss)⁽¹⁾	$	13,920		$	(1,201	)	$	41,319		$	11,709
Depreciation and amortization		30,836			36,633			126,798			128,112
Depreciation and amortization, discontinued operations		-			-			-			2,602
Distributions to preferred unitholders		-			-			-			(61	)
Interest expense, net ⁽²⁾		22,816			20,595			84,939			95,966
Interest expense, net, discontinued operations		-			-			-			488
Income tax expense		155			(806	)		1,369			740
Noncontrolling interest in joint venture		(48	)		(102	)		404			(47	)
Adjustments related to joint venture⁽³⁾		(345	)		(261	)		(1,199	)		(1,007	)
EBITDA		67,334			54,858			253,630			238,502
Transaction and pursuit costs		380			382			3,520			3,996
IPO costs⁽⁴⁾		-			400			-			10,733
Gain on extinguishment of indebtedness ⁽⁵⁾		-			-			-			(23,515	)
Impairment loss		-						896			-
Loss on disposal		-			-			634			-
Amortization of share based compensation		2,863			1,322			8,626			3,284
Other expenses ⁽⁶⁾⁽⁷⁾		134			-			436			1,363
Adjusted EBITDA		70,711			56,962			267,742			234,363
General and administrative⁽⁸⁾		5,422			5,427			22,473			19,606
Other income/interest income		(579	)		(670	)		(2,060	)		(2,626	)
Operating results from discontinued operations		-			-			-			(1,411	)
Corporate overhead allocated to properties		224			49			720			585
Distributions to preferred unitholders		-			-			-			61
Operating results from noncontrolling interest in joint venture		393			363			795			1,054
Pro forma adjustments ⁽⁹⁾		(389	)		4,066			3,116			12,411
Non-cash amortization ⁽¹⁰⁾		217			250			922			1,000
Pro forma Consolidated Hotel EBITDA		75,999			66,447			293,708			265,043
Non-comparable hotels ⁽¹¹⁾		297			47			(1,198	)		1,040
Pro forma Hotel EBITDA	$	76,296		$	66,494		$	292,510		$	266,083