Form 8-K Chesapeake Lodging Trust For: Nov 03

November 3, 2014 4:20 PM EST


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 3, 2014
________________________________________________________________________
CHESAPEAKE LODGING TRUST
(Exact name of registrant as specified in its charter)
________________________________________________________________________
Maryland
001-34572
27-0372343
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1997 Annapolis Exchange Parkway, Suite 410
Annapolis, MD
21401
(Address of principal executive offices)
(Zip�Code)
Registrants telephone number, including area code: (410)�972-4140
Not Applicable
(Former name or former address, if changed since last report.)
________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item�2.02.�Results of Operations and Financial Condition.
On November 3, 2014, Chesapeake Lodging Trust issued a press release announcing its financial results for the quarter ended September 30, 2014. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
The information contained in this Form 8-K is furnished under Item 2.02 Results of Operations and Financial Condition in accordance with SEC Release 33-8216. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item�9.01.�Financial Statements and Exhibits.
(d) Exhibits.
Exhibit�No.
��
Exhibit Description
99.1
��
Press release dated November 3, 2014.






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.
Date: November 3, 2014
CHESAPEAKE LODGING TRUST
By:
/s/ Graham J. Wootten
Graham J. Wootten
Senior Vice President and Chief Accounting Officer





Exhibit 99.1
PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142


CHESAPEAKE LODGING TRUST REPORTS THIRD QUARTER RESULTS

ANNAPOLIS, MD, November 3, 2014  Chesapeake Lodging Trust (NYSE: CHSP), a lodging real estate investment trust (REIT), reported today its financial results for the quarter ended September 30, 2014.

HIGHLIGHTS
"
RevPAR: 11.4% increase for the 16-hotel portfolio and 7.3% increase for the 19-hotel portfolio over the same period in 2013.
"
Adjusted Hotel EBITDA Margin: 160 basis point increase to 37.7% for the 16-hotel portfolio and 110 basis point increase to 36.0% for the 19-hotel portfolio over the same period in 2013.
"
Adjusted Hotel EBITDA: $47.2 million.
"
Adjusted Corporate EBITDA: $43.5 million.
"
Adjusted FFO: $32.8 million or $0.65 per diluted common share.
"
Disposition: Sold the 153-room Courtyard Anaheim at Disneyland Resort for a sale price of $32.5 million.
"
Acquisition: Subsequent to quarter end, acquired the 337-room JW Marriott San Francisco Union Square for a purchase price of $147.2 million.
"
Financing: Refinanced an existing $60.0 million loan, replacing it with a $90.0 million, 10-year loan at 4.30%.
"
Equity Offering: Completed a $144.3 million common share offering.
We are extremely pleased with our hotel portfolios performance during the third quarter with our 16-hotel portfolio delivering RevPAR growth of 11.4%, significantly exceeding the U.S. lodging industrys RevPAR growth of 9.2%, said James L. Francis, Chesapeake Lodging Trusts President and Chief Executive Officer. Mr. Francis continued, We are also excited about our recent acquisition of the JW Marriott San Francisco Union Square, our fourth hotel in the very attractive San Francisco market, which we were able to partially fund with the reinvestment of proceeds from the sale of the Courtyard Anaheim at Disneyland Resort, a non-core asset.




PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142







We are bullish on our prospects heading into 2015 with the completion of our portfolio repositioning program, which encompassed the completion of our comprehensive renovations at the W Chicago - Lakeshore and the Hyatt Herald Square New York, and soon to be completed renovation and re-branding of the Le Meridien New Orleans.
CONSOLIDATED FINANCIAL RESULTS
The following is a summary of the consolidated financial results for the three and nine months ended September�30, 2014 and 2013 (in millions, except share and per share amounts):
Three months ended September 30,
Nine months ended September 30,
2014(1)
2013(2)
2014(1)
2013(3)
Total revenue
$
130.8

$
122.4

$
354.5

$
308.6

Net income available to common shareholders
$
26.3

$
16.8

$
44.8

$
26.5

Net income per diluted common share
$
0.52

$
0.35

$
0.89

$
0.56

Adjusted Hotel EBITDA
$
47.2

$
42.8

$
116.3

$
100.5

Adjusted Corporate EBITDA
$
43.5

$
39.9

$
104.8

$
90.6

AFFO available to common shareholders
$
32.8

$
29.1

$
76.4

$
62.6

AFFO per diluted common share
$
0.65

$
0.61

$
1.53

$
1.34

Weighted-average number of diluted common shares
outstanding
50,567,849

47,885,696

49,758,044

46,759,598


___________
(1)
Includes results of operations of 19 hotels for the full period and one hotel for part of the period.
(2)
Includes results of operations of 20 hotels for the full period.
(3)
Includes results of operations of 15 hotels for the full period and five hotels for part of the period.
HOTEL OPERATING RESULTS
As of September 30, 2014, the Trust owned 19 hotels. Management assesses the operating performance of its hotels irrespective of the hotel owner during the periods compared using the following key operating metrics: occupancy, ADR, RevPAR, Adjusted Hotel EBITDA, and Adjusted Hotel EBITDA Margin. The Trust uses the term "pro forma" to refer to metrics that include, or comparisons of metrics that are based on, the operating results of hotels under previous ownership for either a portion of or the entire period. Since five of the 19 hotels owned as of�September�30, 2014�were acquired at various times during 2013, the key operating metrics reflect the pro forma operating results of five of those hotels for the nine months ended�September�30, 2013.




PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142







In addition to assessing the operating performance of its 19-hotel portfolio for the three and nine months ended September 30, 2014, management also assesses the operating performance of a 16-hotel portfolio, which excludes the W Chicago - Lakeshore, the Hotel New Orleans Downtown (formerly the W New Orleans), and the Hyatt Herald Square New York (formerly the Holiday Inn New York City Midtown - 31st Street), as these hotels have undergone or are undergoing comprehensive renovations during 2014. Included in the following table are comparisons of the key operating metrics for the 16-hotel portfolio and the 19-hotel portfolio for the�three and nine months�ended�September�30, 2014�and�2013�(in thousands, except for ADR and RevPAR):
Three months ended September 30,
Nine months ended September 30,
2014
2013
Change
2014
2013(1)
Change
16-Hotel Portfolio(2)
Occupancy
88.8
%
87.2
%
160 bps
85.1
%
82.7
%
240 bps
ADR
$
230.18

$
210.51

9.3%
$
210.65

$
197.27

6.8%
RevPAR
$
204.51

$
183.58

11.4%
$
179.27

$
163.21

9.8%
Adjusted Hotel EBITDA
$
42,406

$
36,845

15.1%
$
103,510

$
88,297

17.2%
Adjusted Hotel EBITDA Margin
37.7
%
36.1
%
160 bps
34.1
%
31.8
%
230 bps
19-Hotel Portfolio
Occupancy
83.8
%
85.2
%
(140) bps
81.0
%
81.2
%
(20) bps
ADR
$
226.65

$
207.65

9.2%
$
208.93

$
197.29

5.9%
RevPAR
$
189.94

$
176.99

7.3%
$
169.31

$
160.20

5.7%
Adjusted Hotel EBITDA
$
46,490

$
42,097

10.4%
$
114,190

$
103,179

10.7%
Adjusted Hotel EBITDA Margin
36.0
%
34.9
%
110 bps
32.7
%
31.1
%
160 bps

__________
(1)
Includes results of operations for certain hotels prior to their acquisition by the Trust.
(2)
Excludes the W Chicago  Lakeshore, the Hotel New Orleans Downtown (formerly the W New Orleans), and the Hyatt Herald Square New York (formerly the Holiday Inn New York City Midtown  31st Street), as these hotels have undergone or are undergoing comprehensive renovations during 2014.
Hotel EBITDA, Adjusted Hotel EBITDA, Adjusted Hotel EBITDA Margin, Corporate EBITDA, Adjusted Corporate EBITDA, FFO, FFO available to common shareholders and AFFO available to common shareholders are non-GAAP financial measures within the meaning of the rules of the Securities and Exchange Commission. See the discussion included in this press release for information regarding these non-GAAP financial measures.





PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142







DISPOSITION
On September 30, 2014, the Trust sold the 153-room Courtyard Anaheim at�Disneyland Resort�located in Anaheim, California for $32.5 million, including sold working capital, which resulted in a gain on sale of $7.0 million. The Courtyard Anaheim at Disneyland Resort was one of the Trusts earliest investments, acquired in July 2010 for $25.0 million. The $32.5 million sale price represented a 7.1% trailing twelve month NOI cap rate and produced a 13.3% unleveraged internal rate of return for the Trust over its ownership period. In conjunction with the sale of the Courtyard Anaheim at Disneyland Resort, the Trust executed a 1031 exchange with the acquisition of the JW Marriott San Francisco Union Square on October 1, 2014.
ACQUISITION
On October 1, 2014, the Trust acquired the 337-room JW Marriott San Francisco Union Square located in San Francisco, California for $154.2 million, including an acquired FF&E reserve and working capital. The Trust assumed the existing management agreement with Marriott International, Inc., as well as the existing ground lease covering the property, which expires in January 2083.
MAJOR REPOSITIONINGS
The comprehensive renovation at the 520-room W Chicago  Lakeshore, which commenced in the third quarter of 2013, was completed in the second quarter of 2014 with a total expected cost of approximately $38.0 million.
The comprehensive renovation at the former 410-room W New Orleans to reposition the hotel commenced in the second quarter of 2014. In July 2014, the Trust and its hotel manager, Starwood Hotels & Resorts Worldwide, Inc., agreed to remove the W brand from the hotel for the duration of the renovation and rename it the Hotel New Orleans Downtown. The Trust continues to expect the renovation will cost approximately $29.0 million and be completed in the fourth quarter of 2014, at which time the hotel will be re-branded as the Le Meridien New Orleans.
The comprehensive renovation at the former 122-room Holiday Inn New York City Midtown  31st Street to reposition the hotel as the Hyatt Herald Square New York, which commenced in the third quarter of 2014, was completed early in the fourth quarter of 2014 with a total expected cost of approximately $6.5 million.






PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142







FINANCING ACTIVITY
On July 3, 2014, the Trust completed the refinancing of its $60.0 million term loan secured by the Hyatt Herald Square New York (formerly the Holiday Inn New York City Midtown  31st Street) and the Hyatt Place New York Midtown South. The term loan was refinanced with a new 10-year, $90.0 million, fixed-rate mortgage loan secured by the two hotels mentioned previously. The loan carries a fixed interest rate of 4.30% per annum and requires interest-only payments for the first two years and principal and interest payments thereafter based on a 30-year principal amortization.
CAPITAL MARKETS ACTIVITY
On September 9, 2014, the Trust completed an underwritten public offering of 4,830,000 common shares, including 630,000 shares sold pursuant to the underwriters exercise of their option to purchase additional shares. The Trust generated net proceeds of $143.9 million after deducting offering costs.
The Trust has not sold any common shares under its continuous at-the-market (ATM) program during 2014 and through the date of this release.
DIVIDENDS
On July 15, 2014, the Trust paid dividends in the amounts of $0.30 per share to its common shareholders and $0.484375 per share to its preferred shareholders, both of record as of June 30, 2014. On September 16, 2014, the Trust declared dividends in the amounts of $0.30 per share payable to its common shareholders and $0.484375 per share payable to its preferred shareholders, both of record as of September 30, 2014. Both dividends were paid on October 15, 2014.










PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142







2014 OUTLOOK
The Trust is updating its 2014 outlook to incorporate its third quarter results, recent operating trends and fundamentals, the sale of the Courtyard Anaheim at�Disneyland Resort, the acquisition of the JW Marriott San Francisco Union Square, and the recent common share offering. The updated outlook assumes no additional acquisitions, dispositions, or financing transactions (in millions, except RevPAR and per share amounts):
Fourth Quarter 2014
Outlook
Low
High
CONSOLIDATED:
Net income available to common shareholders
$
5.5

$
7.0

Net income per diluted common share
$
0.10

$
0.13

Adjusted Corporate EBITDA
$
33.8

$
35.3

AFFO available to common shareholders
$
23.7

$
25.2

AFFO per diluted common share
$
0.44

$
0.47

Corporate general and administrative expense
$
3.7

$
3.8

Weighted-average number of diluted common shares outstanding
54.0

54.0

HOTEL PORTFOLIO:
17-Hotel Portfolio(1)
RevPAR
$
170.00

$
173.00

Pro forma RevPAR increase over 2013(2)
6.0
%
8.0
%
Adjusted Hotel EBITDA
$
32.2

$
33.6

Adjusted Hotel EBITDA Margin
30.8
%
31.6
%
Pro forma Adjusted Hotel EBITDA Margin increase over 2013(2)
50 bps

125 bps

20-Hotel Portfolio
RevPAR
$
166.00

$
169.00

Pro forma RevPAR increase over 2013(2)
5.0
%
7.0
%
Adjusted Hotel EBITDA
$
37.4

$
39.1

Adjusted Hotel EBITDA Margin
30.8
%
31.5
%
Pro forma Adjusted Hotel EBITDA Margin increase over 2013(2)
40 bps

115 bps


_____________
(1)
Excludes the W Chicago  Lakeshore, the Hotel New Orleans Downtown (formerly the W New Orleans), and the Hyatt Herald Square New York (formerly the Holiday Inn New York City Midtown  31st Street), as these hotels have undergone or are undergoing comprehensive renovations during 2014.
(2)
The comparable 2013 period includes results of operations for certain hotels prior to their acquisition by the Trust.




PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142







Full Year 2014
Updated Outlook
Previous Outlook
Low
High
Low
High
CONSOLIDATED:
Net income available to common shareholders
$
50.0

$
51.4

$
40.6

$
44.5

Net income per diluted common share
$
0.99

$
1.02

$
0.83

$
0.91

Adjusted Corporate EBITDA
$
138.5

$
140.1

$
134.0

$
138.2

AFFO available to common shareholders
$
100.1

$
101.5

$
95.3

$
99.3

AFFO per diluted common share
$
1.98

$
2.01

$
1.95

$
2.03

Corporate general and administrative expense
$
15.2

$
15.3

$
14.8

$
15.3

Weighted-average number of diluted common shares outstanding
50.6

50.6

49.0

49.0

HOTEL PORTFOLIO(1):
17-Hotel Portfolio(2)
RevPAR
$
181.00

$
182.00

$
169.00

$
172.00

Pro forma RevPAR increase over 2013(3)
9.0
%
9.5
%
6.5
%
8.0
%
Adjusted Hotel EBITDA
$
143.6

$
145.1

$
131.9

$
135.6

Adjusted Hotel EBITDA Margin
32.7
%
32.9
%
33.1
%
33.6
%
Pro forma Adjusted Hotel EBITDA Margin increase over 2013(3)
175 bps

195 bps

140 bps

190 bps

20-Hotel Portfolio
RevPAR
$
173.00

$
174.00

$
163.00

$
166.00

Pro forma RevPAR increase over 2013(3)
6.0
%
6.5
%
4.0
%
6.0
%
Adjusted Hotel EBITDA
$
159.6

$
161.3

$
148.8

$
153.5

Adjusted Hotel EBITDA Margin
31.8
%
32.0
%
32.1
%
32.5
%
Pro forma Adjusted Hotel EBITDA Margin increase over 2013(3)
120 bps

140 bps

90 bps

140 bps


___________
(1)
Updated outlook excludes the Courtyard Anaheim at Disneyland Resort, which was sold on September 30, 2014, and includes the JW Marriott San Francisco Union Square, which was acquired on October 1, 2014. Previous outlook included the Courtyard Anaheim at Disneyland Resort and did not include the JW Marriott San Francisco Union Square.
(2)
Excludes the W Chicago  Lakeshore, the Hotel New Orleans Downtown (formerly the W New Orleans), and the Hyatt Herald Square New York (formerly the Holiday Inn New York City Midtown  31st Street), as these hotels have undergone or are undergoing comprehensive renovations during 2014.
(3)
The comparable 2013 period includes results of operations for certain hotels prior to their acquisition by the Trust.






PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142







NON-GAAP FINANCIAL MEASURES
The Trust reports the following eight non-GAAP financial measures that it believes are useful to investors as key measures of its operating performance: (1)�Hotel EBITDA, (2)�Adjusted Hotel EBITDA, (3)�Adjusted Hotel EBITDA Margin, (4)�Corporate EBITDA, (5)�Adjusted Corporate EBITDA, (6)�FFO, (7)�FFO available to common shareholders and (8)�AFFO available to common shareholders. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measure are included in the accompanying financial tables.
Hotel EBITDA  Hotel EBITDA is defined as total revenues less total hotel operating expenses. The Trust believes that Hotel EBITDA provides investors a useful financial measure to evaluate the Trusts hotel operating performance.
Adjusted Hotel EBITDA  The Trust further adjusts Hotel EBITDA for certain additional recurring and non-recurring items. Specifically, the Trust adjusts for non-cash amortization of intangible assets and liabilities, including ground lease assets and unfavorable contract liabilities, deferred franchise costs, and deferred key money, all of which are recurring items. The Trust believes that Adjusted Hotel EBITDA provides investors with another useful financial measure to evaluate the Trusts hotel operating performance.
Adjusted Hotel EBITDA Margin  Adjusted Hotel EBITDA Margin is defined as Adjusted Hotel EBITDA as a percentage of total revenues. The Trust believes that Adjusted Hotel EBITDA Margin provides investors another useful financial measure to evaluate the Trusts hotel operating performance.
Corporate EBITDA  Corporate EBITDA is defined as net income before interest, income taxes, and depreciation and amortization. The Trust believes that Corporate EBITDA provides investors a useful financial measure to evaluate the Trusts operating performance, excluding the impact of the Trusts capital structure (primarily interest expense) and the Trusts asset base (primarily depreciation and amortization).
Adjusted Corporate EBITDA  The Trust further adjusts Corporate EBITDA for certain additional recurring and non-recurring items. Specifically, the Trust adjusts for hotel acquisition costs and non-cash amortization of intangible assets and liabilities, including air rights contracts, ground lease assets and unfavorable contract liabilities, deferred franchise costs, and deferred key money, all of which are recurring items, and gains (losses) from sales of real estate, which is a non-recurring item. The Trust believes that Adjusted Corporate EBITDA provides investors with another financial measure of its operating performance that provides for greater comparability of its core operating results between periods.
FFO  The Trust calculates FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which defines FFO as net income (calculated in accordance with GAAP), excluding depreciation and amortization, impairment charges of depreciable real estate, gains




PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142







(losses) from sales of real estate, the cumulative effect of changes in accounting principles, 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 industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. By excluding the effect of depreciation and amortization and gains (losses) from sales of real estate, both of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, the Trust believes that FFO provides investors a useful financial measure to evaluate the Trusts operating performance.
FFO available to common shareholders  The Trust reduces FFO for preferred share dividends and dividends declared on and earnings allocated to unvested time-based awards (consistent with adjustments required by GAAP in reporting net income available to common shareholders and related per share amounts). FFO available to common shareholders provides investors another financial measure to evaluate the Trusts operating performance after taking into account the interests of holders of the Trusts preferred shares and unvested time-based awards.
AFFO available to common shareholders  The Trust further adjusts FFO available to common shareholders for certain additional recurring and non-recurring items that are not in NAREITs definition of FFO. Specifically, the Trust adjusts for hotel acquisition costs and non-cash amortization of intangible assets and liabilities, including air rights contracts, ground lease assets and unfavorable contract liabilities, deferred franchise costs, and deferred key money, all of which are recurring items. The Trust believes that AFFO available to common shareholders provides investors with another financial measure of its operating performance that provides for greater comparability of its core operating results between periods.
CONFERENCE CALL
The Trust will host a conference call on Monday, November 3, 2014 at 5:00 p.m. Eastern Time to discuss its financial results. Interested individuals are invited to listen to the call by dialing (877)�683-0303 (U.S./Canadian callers) or (706)�643-5037 (International callers). The conference call ID is 15295377. A simultaneous webcast of the call will be available on the Trusts website at www.chesapeakelodgingtrust.com. It is recommended that participants call or log on 10 minutes ahead of the scheduled start time to ensure proper connection.
A replay of the conference call will be available two hours after the live call until midnight on November 10, 2014. To access the replay, dial (855)�859-2056 (U.S./Canadian callers) or (404)�537-3406 (International callers). The conference call ID is 15295377. A webcast replay and transcript of the conference call will be archived and available on the Trusts website for 12 months.





PRESS RELEASE
For Immediate Release
Contact: Douglas W. Vicari (410) 972-4142







ABOUT CHESAPEAKE LODGING TRUST
Chesapeake Lodging Trust is a self-advised lodging real estate investment trust (REIT) focused on investments primarily in upper-upscale hotels in major business and convention markets and, on a selective basis, premium select-service hotels in urban settings or unique locations in the United States. The Trust owns 20 hotels with an aggregate of 6,116 rooms in eight states and the District of Columbia. Additional information can be found on the Trusts website at www.chesapeakelodgingtrust.com.
Note: This press release contains forward-looking statements within the meaning of federal securities regulations. These forward-looking statements are identified by their use of terms and phrases such as anticipate, believe, could, estimate, expect, intend, may, should, plan, predict, project, will, continue and other similar terms and phrases, including references to assumptions and forecasts, such as the Trusts expectations regarding the future Hotel EBITDA and Adjusted Hotel EBITDA of its existing hotels and the Trusts 2014 outlook, and the Trusts expectation of its ability and the cost and timing of completing various renovations at its existing hotels. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: the Trusts ability to complete renovations timely and within expected costs; the Trusts ability to continue to satisfy complex rules in order for it to remain a REIT for federal income tax purposes; and other risks and uncertainties associated with the Trusts business described in its filings with the SEC. Although the Trust believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of November 3, 2014, and the Trust undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Trusts expectations, except as required by law.





CHESAPEAKE LODGING TRUST
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)


September 30, 2014
December�31,�2013
(unaudited)
ASSETS
Property and equipment, net
$
1,427,673

$
1,422,439

Intangible assets, net
37,137

38,781

Cash and cash equivalents
180,495

28,713

Restricted cash
40,035

34,235

Accounts receivable, net
21,900

13,011

Prepaid expenses and other assets
52,413

10,478

Deferred financing costs, net
6,531

6,501

Total assets
$
1,766,184

$
1,554,158

LIABILITIES AND SHAREHOLDERS EQUITY
Long-term debt
$
589,287

$
531,771

Accounts payable and accrued expenses
51,200

45,982

Other liabilities
32,897

29,848

Total liabilities
673,384

607,601

Commitments and contingencies
Preferred shares, $.01 par value; 100,000,000 shares authorized;
Series A Cumulative Redeemable Preferred Shares; 5,000,000 shares
issued and outstanding ($127,422 liquidation preference)
50

50

Common shares, $.01 par value; 400,000,000 shares authorized;
54,878,586 shares and 49,574,005 shares issued and outstanding, respectively
549

496

Additional paid-in capital
1,139,179

991,417

Cumulative dividends in excess of net income
(46,978
)
(45,339
)
Accumulated other comprehensive loss


(67
)
Total shareholders equity
1,092,800

946,557

Total liabilities and shareholders equity
$
1,766,184

$
1,554,158

SUPPLEMENTAL CREDIT INFORMATION:
Fixed charge coverage ratio(1)
2.61

2.67

Leverage ratio(1)
33.3
%
33.5
%
______________�
(1)
Calculated as defined under the Trusts revolving credit facility.




CHESAPEAKE LODGING TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)


Three Months Ended September 30,
Nine Months Ended September 30,
2014
2013
2014
2013
REVENUE
Rooms
$
102,473

$
95,547

$
271,430

$
234,037

Food and beverage
22,883

21,955

69,214

62,180

Other
5,484

4,941

13,835

12,397

Total revenue
130,840

122,443

354,479

308,614

EXPENSES
Hotel operating expenses:
Rooms
21,985

20,861

61,930

54,047

Food and beverage
17,860

17,558

52,800

47,292

Other direct
2,234

2,333

6,013

6,040

Indirect
42,641

38,780

118,423

100,485

Total hotel operating expenses
84,720

79,532

239,166

207,864

Depreciation and amortization
12,466

12,335

37,488

32,012

Air rights contract amortization
130

130

390

390

Corporate general and administrative
3,694

2,936

11,505

9,921

Hotel acquisition costs
60

59

60

4,195

Total operating expenses
101,070

94,992

288,609

254,382

Operating income
29,770

27,451

65,870

54,232

Interest income
8

4

8

247

Interest expense
(6,963
)
(7,199
)
(20,477
)
(18,986
)
Gain on sale of hotel
7,006



7,006



Loss on early extinguishment of debt


(372
)


(372
)
Income before income taxes
29,821

19,884

52,407

35,121

Income tax expense
(1,133
)
(641
)
(292
)
(1,331
)
Net income
28,688

19,243

52,115

33,790

Preferred share dividends
(2,422
)
(2,422
)
(7,266
)
(7,266
)
Net income available to common shareholders
$
26,266

$
16,821

$
44,849

$
26,524

Net income per common share:
Basic
$
0.52

$
0.35

$
0.90

$
0.56

Diluted
$
0.52

$
0.35

$
0.89

$
0.56

Weighted-average number of common shares
outstanding:
Basic
50,141,513

47,885,696

49,364,637

46,759,598

Diluted
50,567,849

47,885,696

49,758,044

46,759,598






CHESAPEAKE LODGING TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended September 30,
2014
2013
Cash flows from operating activities:
Net income
$
52,115

$
33,790

Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization
37,488

32,012

Air rights contract amortization
390

390

Deferred financing costs amortization
1,950

2,102

Gain on sale of hotel
(7,006
)


Loss on early extinguishment of debt


372

Share-based compensation
4,311

3,458

Other
771

(155
)
Changes in assets and liabilities:
Accounts receivable, net
(8,958
)
(9,628
)
Prepaid expenses and other assets
26

(1,194
)
Accounts payable and accrued expenses
4,629

10,467

Other liabilities
(22
)
782

Net cash provided by operating activities
85,694

72,396

Cash flows from investing activities:
Acquisition of hotels, net of cash acquired


(331,058
)
Disposition of hotel, net of cash sold
31,933



Deposit on hotel acquisition
(42,142
)


Receipt of deposit on hotel acquisition


700

Improvements and additions to hotels
(67,500
)
(19,510
)
Repayment of hotel construction loan


7,810

Change in restricted cash
(5,680
)
(8,066
)
Net cash used in investing activities
(83,389
)
(350,124
)
Cash flows from financing activities:
Proceeds from sale of common shares, net of underwriting fees
144,320

169,855

Payment of offering costs related to sale of common shares
(378
)
(406
)
Borrowings under revolving credit facility
85,000

105,000

Repayments under revolving credit facility
(50,000
)
(125,000
)
Proceeds from issuance of mortgage debt
90,000

312,500

Principal prepayment on mortgage debt


(130,000
)
Scheduled principal payments on mortgage debt
(67,326
)
(3,321
)
Payment of deferred financing costs
(1,980
)
(3,075
)
Payment of dividends to common shareholders
(42,455
)
(31,899
)
Payment of dividends to preferred shareholders
(7,266
)
(7,266
)
Repurchase of common shares
(438
)
(1,098
)
Net cash provided by financing activities
149,477

285,290

Net increase in cash
151,782

7,562

Cash and cash equivalents, beginning of period
28,713

33,194

Cash and cash equivalents, end of period
$
180,495

$
40,756







CHESAPEAKE LODGING TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
(unaudited)


The following table calculates Hotel EBITDA, Adjusted Hotel EBITDA, and Adjusted Hotel EBITDA Margin for the 16-hotel portfolio and the 19-hotel portfolio for the three and nine months ended September�30, 2014 and 2013:
Three Months Ended September 30,
Nine Months Ended September 30,
2014
2013
2014
2013(1)
16-Hotel Portfolio(2)
Total revenue
$
112,624

$
102,185

$
303,399

$
277,645

Less: Total hotel operating expenses
71,336

65,265

200,855

189,122

Hotel EBITDA
41,288

36,920

102,544

88,523

Add: Non-cash amortization(3)
1,118

(75
)
966

(226
)
Adjusted Hotel EBITDA
$
42,406

$
36,845

$
103,510

$
88,297

Adjusted Hotel EBITDA Margin
37.7
%
36.1
%
34.1
%
31.8
%
19-Hotel Portfolio
Total revenue
$
129,038

$
120,705

$
349,313

$
331,758

Less: Total hotel operating expenses
83,666

78,533

236,089

228,353

Hotel EBITDA
45,372

42,172

113,224

103,405

Add: Non-cash amortization(3)
1,118

(75
)
966

(226
)
Adjusted Hotel EBITDA
$
46,490

$
42,097

$
114,190

$
103,179

Adjusted Hotel EBITDA Margin
36.0
%
34.9
%
32.7
%
31.1
%

_____________
(1)
Includes results of operations for certain hotels prior to their acquisition by the Trust.
(2)
Excludes the W Chicago  Lakeshore, the Hotel New Orleans Downtown (formerly the W New Orleans), and the Hyatt Herald Square New York (formerly the Holiday Inn New York City Midtown  31st Street), as these hotels have undergone or are undergoing comprehensive renovations during 2014.
(3)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, and unfavorable contract liability.

The following table calculates Hotel EBITDA and Adjusted Hotel EBITDA contributed by the Trusts hotel portfolio for the three and nine months ended September�30, 2014 and 2013:
Three Months Ended September 30,
Nine Months Ended September 30,
2014
2013
2014
2013
Total revenue
$
130,840

$
122,443

$
354,479

$
308,614

Less: Total hotel operating expenses
84,720

79,532

239,166

207,864

Hotel EBITDA
46,120

42,911

115,313

100,750

Add: Non-cash amortization(1)
1,119

(74
)
970

(222
)
Adjusted Hotel EBITDA
$
47,239

$
42,837

$
116,283

$
100,528

_____________
(1)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, and unfavorable contract liability.





CHESAPEAKE LODGING TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
(unaudited)


The following table reconciles net income to Corporate EBITDA and Adjusted Corporate EBITDA for the three and nine months ended September�30, 2014 and 2013:
Three Months Ended September 30,
Nine Months Ended September 30,
2014
2013
2014
2013
Net income
$
28,688

$
19,243

$
52,115

$
33,790

Add: Depreciation and amortization
12,466

12,335

37,488

32,012

Interest expense
6,963

7,199

20,477

18,986

Loss on early extinguishment of debt


372



372

Income tax expense
1,133

641

292

1,331

Less: Interest income
(8
)
(4
)
(8
)
(247
)
Corporate EBITDA
49,242

39,786

110,364

86,244

Add: Hotel acquisition costs
60

59

60

4,195

Non-cash amortization(1)
1,248

55

1,359

167

Less: Gain on sale of hotel
(7,006
)


(7,006
)


Adjusted Corporate EBITDA
$
43,544

$
39,900

$
104,777

$
90,606

____________�
(1)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, unfavorable contract liability, and air rights contract.
























CHESAPEAKE LODGING TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
(unaudited)


The following table reconciles net income to FFO, FFO available to common shareholders, and AFFO available to common shareholders for the three and nine months ended September�30, 2014 and 2013:
Three Months Ended September 30,
Nine Months Ended September 30,
2014
2013
2014
2013
Net income
$
28,688

$
19,243

$
52,115

$
33,790

Add: Depreciation and amortization
12,466

12,335

37,488

32,012

Less: Gain on sale of hotel
(7,006
)


(7,006
)


FFO
34,148

31,578

82,597

65,802

Less: Preferred share dividends
(2,422
)
(2,422
)
(7,266
)
(7,266
)
Dividends declared on unvested time-based awards
(128
)
(98
)
(385
)
(276
)
Undistributed earnings allocated to unvested time-based awards
(84
)
(33
)




FFO available to common shareholders
31,514

29,025

74,946

58,260

Add: Hotel acquisition costs
60

59

60

4,195

Non-cash amortization(1)
1,248

55

1,359

167

AFFO available to common shareholders
$
32,822

$
29,139

$
76,365

$
62,622

FFO per common share:
Basic
$
0.63

$
0.61

$
1.52

$
1.25

Diluted
$
0.62

$
0.61

$
1.51

$
1.25

AFFO per common share:
Basic
$
0.65

$
0.61

$
1.55

$
1.34

Diluted
$
0.65

$
0.61

$
1.53

$
1.34

____________�
(1)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, unfavorable contract liability, and air rights contract.





CHESAPEAKE LODGING TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
(unaudited)


The following table calculates forecasted Hotel EBITDA and Adjusted Hotel EBITDA for the 17-hotel portfolio and the 20-hotel portfolio for the three months ending December 31, 2014:
Three Months Ending December 31, 2014
17-Hotel Portfolio(1)
20-Hotel Portfolio
Low
High
Low
High
Total revenue
$
104,350

$
106,470

$
121,600

$
124,100

Less: Total hotel operating expenses
72,120

72,790

84,120

84,920

Hotel EBITDA
32,230

33,680

37,480

39,180

Less: Non-cash amortization(2)
(80
)
(80
)
(80
)
(80
)
Adjusted Hotel EBITDA
$
32,150

$
33,600

$
37,400

$
39,100

_____________�
(1)
Excludes the W Chicago  Lakeshore, the Hotel New Orleans Downtown (formerly the W New Orleans), and the Hyatt Herald Square New York (formerly the Holiday Inn New York City Midtown  31st Street), as these hotels have undergone or are undergoing comprehensive renovations during 2014.
(2)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, and unfavorable contract liability.

The following table reconciles forecasted net income to Corporate EBITDA and Adjusted Corporate EBITDA for the three months ending December 31, 2014:
Three�Months�Ending�December 31, 2014
Low
High
Net income
$
8,040

$
9,490

Add: Depreciation and amortization
14,340

14,340

Interest expense
6,880

6,880

Income tax expense
610

710

Less: Interest income




Corporate EBITDA
29,870

31,420

Add: Hotel acquisition costs
3,830

3,830

Non-cash amortization(1)
50

50

Adjusted Corporate EBITDA
$
33,750

$
35,300

_____________
(1)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, unfavorable contract liability, and air rights contract.





CHESAPEAKE LODGING TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
(unaudited)


The following table reconciles forecasted net income to FFO, FFO available to common shareholders, and AFFO available to common shareholders for the three months ending December 31, 2014:
Three�Months�Ending�December 31, 2014
Low
High
Net income
$
8,040

$
9,490

Add: Depreciation and amortization
14,340

14,340

FFO
22,380

23,830

Less: Preferred share dividends
(2,420
)
(2,420
)
Dividends declared on unvested time-based awards
(120
)
(120
)
Undistributed earnings allocated to unvested time-based awards




FFO available to common shareholders
19,840

21,290

Add: Hotel acquisition costs
3,830

3,830

Non-cash amortization(1)
50

50

AFFO available to common shareholders
$
23,720

$
25,170

FFO per common share:
Basic
$
0.37

$
0.40

Diluted
$
0.37

$
0.39

AFFO per common share:
Basic
$
0.44

$
0.47

Diluted
$
0.44

$
0.47

Weighted-average number of common shares outstanding:
Basic
53,825

53,825

Diluted
54,000

54,000

_____________
(1)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, unfavorable contract liability, and air rights contract.













CHESAPEAKE LODGING TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
(unaudited)


The following table calculates forecasted Hotel EBITDA and Adjusted Hotel EBITDA for the 17-hotel portfolio and the 20-hotel portfolio for the year ending December�31, 2014:
Year Ending December�31, 2014
17-Hotel Portfolio(1)
20-Hotel Portfolio
Low
High
Low
High
Total revenue
$
439,000

$
441,100

$
502,100

$
504,700

Less: Total hotel operating expenses
296,260

296,910

343,430

344,330

Hotel EBITDA
142,740

144,190

158,670

160,370

Add: Non-cash amortization(2)
890

890

890

890

Adjusted Hotel EBITDA
$
143,630

$
145,080

$
159,560

$
161,260

_____________�
(1)
Excludes the W Chicago  Lakeshore, the Hotel New Orleans Downtown (formerly the W New Orleans), and the Hyatt Herald Square New York (formerly the Holiday Inn New York City Midtown  31st Street), as these hotels have undergone or are undergoing comprehensive renovations during 2014.
(2)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, and unfavorable contract liability.


The following table reconciles forecasted net income to Corporate EBITDA and Adjusted Corporate EBITDA for the year ending December�31, 2014:

Year�Ending�December�31,�2014
Low
High
Net income
$
60,160

$
61,610

Add: Depreciation and amortization
51,830

51,830

Interest expense
27,360

27,360

Income tax expense
900

1,000

Less: Interest income
(10
)
(10
)
Corporate EBITDA
140,240

141,790

Add: Hotel acquisition costs
3,890

3,890

Non-cash amortization(1)
1,410

1,410

Less: Gain on sale of hotel
(7,010
)
(7,010
)
Adjusted Corporate EBITDA
$
138,530

$
140,080

____________
(1)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, unfavorable contract liability, and air rights contract.







CHESAPEAKE LODGING TRUST
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
(unaudited)


The following table reconciles forecasted net income to FFO, FFO available to common shareholders, and AFFO available to common shareholders for the year ending December�31, 2014:

Year�Ending�December�31,�2014
Low
High
Net income
$
60,160

$
61,610

Add: Depreciation and amortization
51,830

51,830

Less: Gain on sale of hotel
(7,010
)
(7,010
)
FFO
104,980

106,430

Less: Preferred share dividends
(9,690
)
(9,690
)
Dividends declared on unvested time-based awards
(500
)
(500
)
Undistributed earnings allocated to unvested time-based awards




FFO available to common shareholders
94,790

96,240

Add: Hotel acquisition costs
3,890

3,890

Non-cash amortization(1)
1,410

1,410

AFFO available to common shareholders
$
100,090

$
101,540

FFO per common share:
Basic
$
1.88

$
1.91

Diluted
$
1.87

$
1.90

AFFO per common share:
Basic
$
1.98

$
2.01

Diluted
$
1.98

$
2.01

Weighted-average number of common shares outstanding:
Basic
50,490

50,490

Diluted
50,620

50,620

____________�
(1)
Includes non-cash amortization of ground lease asset, deferred franchise costs, deferred key money, unfavorable contract liability, and air rights contract.





CHESAPEAKE LODGING TRUST
CURRENT HOTEL PORTFOLIO








Hotel
Location
Rooms
Acquisition Date
1
Hyatt Regency Boston
Boston, MA
502
March�18,�2010
2
Hilton Checkers Los Angeles
Los�Angeles,�CA
193
June 1, 2010
3
Boston Marriott Newton
Newton, MA
430
July 30, 2010
4
Le Meridien San Francisco
San�Francisco,�CA
360
December�15,�2010
5
Homewood Suites Seattle Convention Center
Seattle, WA
195
May 2, 2011
6
W Chicago  City Center
Chicago, IL
403
May 10, 2011
7
Hotel Indigo San Diego Gaslamp Quarter
San Diego, CA
210
June 17, 2011
8
Courtyard Washington Capitol Hill/Navy Yard
Washington, DC
204
June 30, 2011
9
Hotel Adagio San Francisco, Autograph Collection
San Francisco, CA
171
July 8, 2011
10
Denver Marriott City Center
Denver, CO
613
October 3, 2011
11
Hyatt Herald Square New York (formerly the Holiday Inn New York City Midtown �31st Street)
New York, NY
122
December 22, 2011
12
W Chicago  Lakeshore
Chicago, IL
520
August 21, 2012
13
Hyatt Regency Mission Bay Spa and Marina
San Diego, CA
429
September 7, 2012
14
The Hotel Minneapolis, Autograph Collection
Minneapolis, MN
222
October 30, 2012
15
Hyatt Place New York Midtown South
New York, NY
185
March 14, 2013
16
W New Orleans  French Quarter
New Orleans, LA
97
March 28, 2013
17
Hotel New Orleans Downtown (formerly the W New Orleans)
New Orleans, LA
410
April 25, 2013
18
Hyatt Fishermans Wharf
San Francisco, CA
313
May 31, 2013
19
Hyatt Santa Barbara
Santa Barbara, CA
200
June 27, 2013
20
JW Marriott San Francisco Union Square
San Francisco, CA
337
October 1, 2014
6,116





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