SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨☐ Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Item 1. Financial Statements.

CHATHAM LODGING TRUST

Consolidated Balance Sheets

(In thousands, except share and per share data)

The accompanying notes are an integral part of these consolidated financial statements.

CHATHAM LODGING TRUST

Consolidated Statements of Operations

(In thousands, except share and per share data)

The accompanying notes are an integral part of these consolidated financial statements.

CHATHAM LODGING TRUST

Consolidated Statements of Equity

(In thousands, except share and per share data)


Three months ended June 30, 2018 and 2019
	Common Shares					Additional Paid - In Capital		Retained earnings (distributions in excess of retained earnings)		Total Shareholders’ Equity		Noncontrolling Interest in Operating Partnership		Total Equity
	Shares	Amount
Balance, April 1, 2018	45,869,600	$	459	$	882,586	$	(81,311)	$	801,734	$	7,064	$	808,798

Issuance of shares, net of offering costs of $2	7,212	—		143		—		143		—		143



Amortization of share based compensation	—	—		22		—		22		1,049		1,071
Dividends declared on common shares ($0.33 per share)	—	—		—		(15,153)		(15,153)		—		(15,153)
Distributions declared on LTIP units ($0.33 per unit)	—	—		—		—		—		(318)		(318)
Forfeited distributions declared on LTIP units	—	—		—		—		—		652		652
Reallocation of noncontrolling interest	—	—		1		—		1		(1)		—
Net income	—	—		—		13,385		13,385		100		13,485
Balance, June 30, 2018	45,876,812	$	459	$	882,752	$	(83,079)	$	800,132	$	8,546	$	808,678
Balance, April 1, 2019	46,571,005	$	466	$	897,161	$	(113,039)	$	784,588	$	10,329	$	794,917

Issuance of shares, net of offering costs of $32	347,378	3		6,823		—		6,826		—		6,826



Amortization of share based compensation	—	—		15		—		15		1,110		1,125
Dividends declared on common shares ($0.33 per share)	—	—		—		(15,447)		(15,447)		—		(15,447)
Distributions declared on LTIP units ($0.33 per unit)	—	—		—		—		—		(349)		(349)

Reallocation of noncontrolling interest	—	—		70		—		70		(70)		—
Net income	—	—		—		9,437		9,437		88		9,525
Balance, June 30, 2019	46,918,383	$	469	$	904,069	$	(119,049)	$	785,489	$	11,108	$	796,597

The accompanying notes are an integral part of these consolidated financial statements.

CHATHAM LODGING TRUST

Consolidated Statements of Cash Flows

Supplemental disclosure of non-cash investing and financing information:

On January 16, ~~2018,~~2019, the Company issued ~~21,670~~27,870 shares to its independent trustees pursuant to the Company’s Equity Incentive Plan as compensation for services performed in ~~2017.~~2018. On January 16, ~~2017,~~2018, the Company issued ~~23,980~~21,670 shares to its independent trustees pursuant to the Company’s Equity Incentive Plan as compensation for services performed in ~~2016.~~2017.

As of June 30, ~~2018~~,2019, the Company had accrued distributions payable of ~~$5,431~~.$5,895. These distributions were paid on July ~~27, 2018,~~26, 2019, except for ~~$308~~$658 related to accrued but unpaid distributions on unvested performance based shares and LTIP units. As of June 30, ~~2017~~,2018, the Company had accrued distributions payable of ~~$5,035~~.$5,431. These distributions were paid on July ~~28, 2017,~~27, 2018, except for ~~$669~~$308 related to accrued but unpaid distributions on unvested performance based shares.

Accrued share based compensation of ~~$250~~$225 and $250 is included in accounts payable and accrued expenses as of June 30, ~~2018~~2019 and ~~2017~~,2018, respectively.

Accrued capital improvements of ~~$1,933~~$2,296 and ~~$1,921~~$1,933 are included in accounts payable and accrued expenses as of June 30, ~~2018~~2019 and ~~2017~~,2018, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

CHATHAM LODGING TRUST

Notes to the Consolidated Financial Statements

(in thousands, except share and per share data, unless otherwise specified)

Chatham Lodging Trust (“we,” “us” or the “Company”) was formed as a Maryland real estate investment trust (“REIT”) on October 26, 2009. The Company is internally-managed and invests primarily in upscale extended-stay and premium-branded select-service hotels.

In January 2014, the Company established an At the Market Equity Offering ("Prior ATM Plan") whereby, from time to time, we may publicly offer and sell our common shares having an aggregate maximum offering price of up to $50 million ~~of our common shares~~ by means of ordinary brokers’ transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of ~~1933, with Cantor Fitzgerald & Co. ("Cantor") acting as sales agent. On January 13, 2015, the~~1933. The Company ~~entered into a sales agreement with Barclays Capital Inc. (“Barclays”) to add Barclays as an additional sales agent under the Company’s Prior ATM Plan. We~~ filed a $100 million registration statement for a new ATM program (the "ATM Plan" and together with the Prior ATM Plan, the "ATM Plans") on December 28, 2017 to replace the prior program. At the same time, the Company entered into sales agreements with Cantor Fitzgerald & Co. ("Cantor"), Barclays Capital Inc. (“Barclays”), Robert W. Baird & Co. Incorporated, ("Baird"), Citigroup Global Markets Inc. ("Citigroup"), Stifel, Nicolaus & Company, Incorporated ("Stifel") and Wells Fargo Securities, LLC ("Wells Fargo") as sales agents. During the three months ended June 30, ~~2018,~~2019, we issued no103,590 shares under the ATM ~~Plan. As of~~ ~~June 30, 2018, we had issued 2,147,695 shares under the ATM Plans~~Plan at a weighted average price of ~~$21.87.~~$20.05, which generated $2.1 million of gross proceeds. As of June 30, ~~2018~~,2019, there was approximately ~~$100.0~~$90.4 million available for issuance under the ATM Plan.

In January 2014, the Company established a $25 million dividend reinvestment and stock purchase plan (the "Prior DRSPP"). We filed a new $50 million shelf registration statement for the dividend reinvestment and stock purchase plan (the "New DRSPP" and together with the Prior DRSPP, the "DRSPPs") on December 28, 2017 to replace the prior program. Under the DRSPPs, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on the Company's common shares. Shareholders may also make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectus for the DRSPPs. During the three months ended June 30, ~~2018,~~2019, we issued ~~7,212~~243,788 shares under the New DRSPP at a weighted average price of ~~$20.02,~~$20.19, which generated ~~$0.1~~$4.9 million of ~~gross~~ proceeds. As of June 30, ~~2018, we had issued 1,215,181 shares under the DRSPPs at a weighted average price of $21.61. As of~~ ~~June 30, 2018~~,2019, there was approximately ~~$39.3~~$28.0 million available for issuance under the New DRSPP.

The net proceeds from any share offerings or issuances are contributed to Chatham Lodging, L.P., our operating partnership (the “Operating Partnership”), in exchange for partnership interests. Substantially all of the Company’s assets are held by, and all operations are conducted through, the Operating Partnership. Chatham Lodging Trust is the sole general partner of the Operating Partnership and owns ~~100%~~100.0% of the common units of limited partnership interest in the Operating Partnership. Certain of the Company’s executive officers hold vested and unvested long-term incentive plan units in the Operating Partnership ("LTIP units"), which are presented as non-controlling interests on our consolidated balance sheets.

As of June 30, ~~2018~~,2019, the Company wholly owned 40 hotels with an aggregate of ~~6,020~~6,092 rooms located in 15 states and the District of Columbia. As of June 30, ~~2018,~~2019, the Company also (i) held a 10.3% noncontrolling interest in a joint venture (the “NewINK JV”) with affiliates of Colony Capital, Inc. ("CLNY"), which ~~was formed in the second quarter of 2014 and~~owns 47 hotels acquired47 ~~hotels comprising an aggregate of 6,097 rooms~~ from a joint venture (the "Innkeepers JV") between the Company and Cerberus Capital Management ("Cerberus"), comprising 6,098 rooms and (ii) held a 10% noncontrolling interest in a separate joint venture (the "Inland JV") with ~~affiliates of~~ CLNY, which ~~was formed in the fourth quarter of 2014 and acquired~~owns 48 hotels acquired from Inland American Real Estate Trust, Inc. ("Inland"), comprising an aggregate of 6,402 rooms. We sometimes ~~refer~~use the term "JVs", which refers collectively to the NewINK JV and Inland ~~JV collectively as the ("JVs").~~JV.

To qualify as a REIT, the Company cannot operate the hotels. Therefore, the Operating Partnership and its subsidiaries lease the Company's wholly owned hotels to taxable REIT subsidiary lessees (“TRS Lessees”), which are wholly owned by the Company’s taxable REIT subsidiary (“TRS”) holding company. The Company indirectly (i) owns its 10.3% interest in ~~all of~~ the 47 NewINK JV hotels and (ii) owns its 10% interest in ~~all of~~ the 48 Inland JV hotels through the Operating Partnership. All of the NewINK JV hotels and Inland JV hotels are leased to TRS Lessees, in which the Company indirectly owns noncontrolling interests through its TRS holding company. Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel revenue. The initial term of each of the TRS leases is 5 ~~years~~.years. Lease revenue from each TRS Lessee is eliminated in consolidation.

The TRS Lessees have entered into management agreements with third-party management companies that provide day-to-day management for the hotels. As of June 30, ~~2018~~,2019, Island Hospitality Management LLC (“IHM”), which is ~~51%~~52.5% owned by Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, managed all 40 of the Company’s wholly owned hotels. As of June 30, ~~2018~~,2019, all of the NewINK JV hotels were managed by IHM. As of June 30, ~~2018~~,2019, 34 of the Inland JV hotels were managed by IHM and 14 of the Inland JV hotels were managed by Marriott International, Inc. ("Marriott").

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. These unaudited consolidated financial statements, in the opinion of management, include all adjustments consisting of normal, recurring adjustments which are considered necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of equity, and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full year performance due to seasonal and other factors, including the timing of the acquisition or sale of hotels.

The consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements prepared in accordance with GAAP, and the related notes thereto as of December 31, ~~2017,~~2018, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017.~~2018.

Certain prior period revenue and expense amounts in the consolidated financial statements have been reclassified to be comparable to the current period presentations. The reclassification did not have any impact on net income. In addition, in accordance with the SEC’s Disclosure Update and Simplification release, dated August 18, 2018, the Company reclassified the Loss on sale of hotel property line on the Company’s Consolidated Statements of Operations within Operating income for all periods presented.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Recently Adopted Accounting Policies

On January 1, ~~2018,~~2019, the Company adopted accounting guidance under Accounting Standards Codification (ASU) Topic 2014-09, "Revenue from Contracts with Customers" on a modified retrospective basis. Our current revenue streams are not affected under the new model and we did not recognize a cumulative effect adjustment as part of the modified retrospective method of adoption. Furthermore, the new accounting guidance will not materially impact the recognition of or the accounting for disposition of hotels, since we primarily dispose of hotels to third parties in exchange for cash with few contingencies. As it relates to capitalization of costs to acquire customer contracts, the Company has elected to use the Financial Accounting Standards Board's ("FASB") practical expedient which allows us to expense costs to acquire customer contracts as they are incurred due to their short-term nature for a specified number of nights that never exceed one year. This guidance applies to all contracts as of the adoption date.

~~The Company has applied all relevant disclosures of this standard.~~

~~On January 1, 2018, the Company adopted accounting guidance under ASU 2016-15 ("ASU 2016-15"),~~ ~~Classification of Certain Cash Receipts and Cash Payments,~~ which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. The Company has certain cash payments and receipts related to debt extinguishment that will be affected by the new standard. The company has historically classified distributions received ~~from equity method investments~~ ~~under the cumulative earnings approach. As such, no impact due to application of the new guidance. The Company has applied the new guidance on a retrospective basis.~~

~~On January 1, 2018, the Company adopted accounting guidance under ASU 2016-18 ("ASU 2016-18"),~~ ~~Restricted Cash,~~ which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. This standard addresses presentation of restricted cash in the consolidated statements of cash flows only. Restricted cash represents purchase price deposits held in escrow for potential hotel acquisitions under contract and escrow reserves such as reserves for capital expenditures, property taxes or insurance that are required pursuant to the Company's loans. The Company has applied the new guidance on a retrospective basis.

~~Recently Issued Accounting Standards~~

~~On February 25, 2016, the FASB issued ASU~~ 2016-02 (“ASU 2016-02”), Leases, which relates to the accounting for leasing transactions. ~~This standard~~On February 25, 2016, the FASB issued updated accounting guidance which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new accounting guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on whether or not the lease is effectively a financed purchase by the lessee. The classification of the lease will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases. We adopted the new accounting guidance on January 1, 2019 and applied it based on the optional transition method provided for, which allows entities to recognize a cumulative-effect adjustment to the balance sheet on the adoption date. Upon adoption, we applied the package of practical expedients made available under the new accounting guidance and also make an accounting policy election to not recognize right-of-use assets ~~and~~or lease liabilities for ~~the rights and obligations created by~~ leases with ~~lease~~ terms ~~of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. Leases with a term~~ of 12 months or ~~less will be~~less. For our ground lease agreements and corporate office lease agreement, all of which are currently accounted for ~~similarly to existing guidance for~~as operating leases, ~~today. The Company is the lessee on certain air/land rights arrangements and an office~~we recognized lease ~~and expects to record right~~liabilities of $25.7 million with corresponding right-of use assets of $23.1 million our consolidated balance sheet as of January 1, 2019.

3. Acquisition of Hotel Properties

Hotel Purchase Price Allocation

We acquired the Residence Inn Summerville ("RI Summerville") hotel in Summerville, SC for $20.8 million on August 27, 2018 and ~~lease liabilities~~the Courtyard Dallas Downtown ("Dallas DT") hotel in Dallas, TX for ~~these leases under~~$49.0 million on December 5, 2018. The allocation of the ~~new standard. This guidance is effective for~~purchase price of each hotel acquired by the Company in 2018, based on ~~January 1,~~the fair value on the date of its acquisition, was (in thousands):


	RI Summerville		Dallas DT
Acquisition date	8/27/2018		12/5/2018
Number of Rooms	96		167
Land	$	2,300	$	2,900
Building and improvements	17,060		42,760
Furniture, fixtures and equipment	1,234		3,340
Cash	—		5

Accounts receivable	—		8

Prepaid expenses and other assets	—		68
Accounts payable and accrued expenses	(9)		(33)



Net assets acquired, net of cash	$	20,585	$	49,043

The value of the assets acquired was primarily based on a sales comparison approach (for land) and a depreciated replacement cost approach (for building and improvements and furniture, fixtures and equipment). The sales comparison approach uses inputs of recent land sales in the respective hotel markets. The depreciated replacement cost approach uses inputs of both direct and indirect replacement costs using a nationally recognized authority on replacement cost information as well as the age, square footage and number of rooms of the respective assets. Property acquisition costs of $0.0 million and $0.2 million, respectively were capitalized in 2019 ~~however, early adoption~~and 2018.

The amount of revenue and operating income from the hotels acquired in 2019 and 2018 from their respective dates of acquisition through June 30, 2019 is ~~permitted. The Company expects to use FASB's practical expedient which provides~~as follows (in thousands):


		For the three months ended June 30,														For the six months ended June 30,
		2019						2018						2019				2018
	Acquisition Date	Revenue		Operating Income		Revenue		Operating Income		Revenue		Operating Income		Revenue		Operating Income

Residence Inn Summerville, SC	08/27/2018	$	1,024	$	409	$	—	$	—	$	1,824	$	663	$	—	$	—
Courtyard Dallas Downtown, TX	12/5/2018	$	1,990	$	606	—		—		3,991		1403		—		—



Total		$	3,014	$	1,015	$	—	$	—	$	5,815	$	2,066	$	—	$	—

4. Disposition of Hotel Properties

On May 7, 2019, the Company sold the ~~option~~Courtyard by Marriott hotel in Altoona, PA for $4.6 million and recognized a loss on the sale of the hotel property of $4.4 million. On May 15, 2019, the Company sold the SpringHill Suites by Marriott hotel in Washington, PA for $5.1 million and recognized a gain on the sale of the hotel property of $1.1 million. Proceeds from the sales were used to ~~apply~~repay amounts outstanding on the ~~new guidance at its effective date (January 1, 2019) without having to adjust the 2018 and 2017 comparative financial statements. The Company is evaluating the impact~~Company's senior unsecured revolving credit facility. These sales did not represent a strategic shift that ~~ASU 2016-02~~had or will have a major effect on ~~its~~the Company's operations and financial results and did not qualify to be reported as discontinued operations.

During the three and six months ended June 30, 2019 and 2018, the Company's consolidated ~~financial~~ statements ~~and~~of operations included operating income related ~~disclosures.~~to the disposed hotels as follows (in thousands):


	For the three months ended						For the six months ended
	June 30,						June 30,
	2019		2018		2019		2018
Altoona CY	$	24	$	220	$	73	$	263
Washington SHS	33		165		198		265
Total	$	57	$	385	$	271	$	528

The Company maintains an allowance for doubtful accounts at a level believed to be adequate to absorb estimated probable losses. That estimate is based on past loss experience, current economic and market conditions and other relevant factors. The allowance for doubtful accounts was ~~$0.2~~$0.3 million and ~~$0.2~~$0.3 million as of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

Investment in Hotel Properties, net

Investment in hotel properties, net as of June 30, ~~2018~~2019 and December 31, ~~2017~~2018 consisted of the following (in thousands):


	June 30, 2019		December 31, 2018
Land and improvements	$	288,662	$	296,253
Building and improvements	1,211,555		1,214,780
Furniture, fixtures and equipment	78,609		73,411
Renovations in progress	24,107		25,370
	1,602,933		1,609,814
Less: accumulated depreciation	(255,042)		(236,041)
Investment in hotel properties, net	$	1,347,891	$	1,373,773

June 30, 2018 December 31, 2017
Land and improvements $ 291,053
$ 291,054
Building and improvements 1,146,714
1,140,477
Furniture, fixtures and equipment 65,780
63,443
Renovations in progress 16,998
13,262
1,520,545
1,508,236
Less: accumulated depreciation (211,974 ) (188,154 )
Investment in hotel properties, net $ 1,308,571
$ 1,320,082

~~During~~Investment in Hotel Properties Under Development

We are developing a hotel in Los Angeles, CA on a parcel of land owned by us. We have incurred $10.8 million of costs to date, which includes $6.6 million of land acquisition costs and $4.2 million of other development costs. We reclassified the ~~year ended December 31, 2017, the Company identified indicators~~$6.6 million of ~~impairment at its Washington PA SHS hotel, primarily due~~land acquisition costs from Land to decreased operating performance and continued economic weakness. As such, the Company was required to perform a test of recoverability. This test compared the sum of the estimated future undiscounted cash flow attributable to the hotel over its remaining anticipated holding period and its expected value upon disposition to our carrying value for the hotel. The Company determined that the estimated undiscounted future cash flow attributable to the hotel did not exceed its carrying value and an impairment existed. As a result, the Company recorded a $6.7 million impairment charge in the consolidated statements of operationsHotel Properties Under Development during the ~~year~~three months ended ~~December 31, 2017. Fair value was determined based on a discounted cash flow model using our estimates~~June 30, 2019 in conjunction with the commencement of ~~future cash flows and third-party market data, considered Level 3 inputs. We may record additional impairment charges if operating results~~development activities.

5.7. Investment in Unconsolidated Entities

On June 9, 2014, the Company acquired a 10.3% interest in the NewINK JV, a joint venture between affiliates of NorthStar Realty Finance Corp. ("NorthStar") and the Operating Partnership. The Company accounts for this investment under the equity method. NorthStar merged with Colony Capital, Inc. ("Colony") on January 10, 2017 to form a new company, CLNY, which owns a 89.7% interest in the NewINK JV. The ~~values~~value of NewINK JV assets and liabilities were adjusted to reflect estimated fair market value at the time Colony merged with NorthStar. As of June 30, ~~2018~~2019 and ~~2017,~~2018, the Company’s share of partners’ capital in the NewINK JV was approximately ~~$50.2~~$46.4 million and ~~$53.3~~$50.2 million, respectively, and the total difference between the carrying amount of investment and the Company’s share of partners’ capital was approximately ~~$57.8~~$56.5 million and ~~$59.1~~$57.8 million, respectively, (for which the basis difference related to amortizing assets is being recognized over the life of the related assets as a basis difference adjustment). The Company serves as managing member of the NewINK JV. During the three and six months ended June 30, ~~2018~~2019 and ~~2017~~,2018, the Company received cash distributions from the NewINK JV as follows (in thousands):


	For the three months ended						For the six months ended
	June 30,						June 30,
	2019		2018		2019		2018
Cash generated from other activities and excess cash	$	411	$	874	$	411	$	1,593


Total	$	411	$	874	$	411	$	1,593

For the three months ended For the six months ended
June 30, June 30,
2018 2017 2018 2017
Cash generated from other activities and excess cash $ 874
$ 719
$ 1,593
$ 719
Total $ 874
$ 719
$ 1,593
$ 719

On November 17, 2014, the Company acquired a 10.0% interest in the Inland JV, a joint venture between affiliates of NorthStar and the Operating Partnership. The Company accounts for this investment under the equity method. NorthStar merged with Colony Capital, Inc. ("Colony") on January 10, 2017 to form a new company, CLNY, which owns a ~~90.0%~~90% interest in the Inland JV. The ~~values~~value of Inland JV assets and liabilities were adjusted to reflect estimated fair market value at the time Colony merged with NorthStar. As of June 30, ~~2018~~2019 and ~~2017,~~2018, the Company's share of partners' capital in the Inland JV was approximately ~~$33.7~~$31.5 million and ~~$36.6~~$33.7 million, respectively, and the total difference between the carrying amount of the investment and the Company's share of partners' capital iswas approximately ~~$10.9~~$10.6 million and ~~$11.3~~$10.9 million, respectively (for which the basis difference related to amortizing assets is being recognized over the life of the related assets as a basis difference adjustment). The Company serves as managing member of the Inland JV. During the three and six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, the Company received cash distributions from the Inland JV as follows (in thousands):


	For the three months ended					For the six months ended
	June 30,					June 30,
	2019		2018		2019	2018
Cash generated from other activities and excess cash	$	—	$	950	—	$	1250


Total	$	—	$	950	—	$	1250

For the three months ended For the six months ended
June 30, June 30,
2018 2017 2018 2017
Cash generated from other activities and excess cash $ 950
$ —
1,250
$ —
Total $ 950
$ —
1,250
$ —

On May 9, 2017, the NewINK JV refinanced the $840.0 million loan collateralized by the 47 hotels with a new ~~$850.0~~$850.0 millionloan.The new non-recourse loan is with Morgan Stanley Bank, N.A. The new loan bears interest at a rate of LIBOR plus a spread of 2.79%, ~~has~~had an initial maturity date of June 7, 2019 and three ~~one-year~~one-year extension options. The NewINK JV exercised the first extension and the maturity has been extended to June 7, 2020.

On June 9, 2017, the Inland JV refinanced the $817.0 million loan collateralized by the 48 hotels with a new ~~$780.0~~$780.0 millionnon-recourse loan with Column Financial, Inc. On June 9, 2017, the Company contributed an additional~~$5.0~~ $5.0 million of capital related to its share in the Inland JV to reduce the debt collateralized by the 48 hotels. The new loan bears interest at a rate of LIBOR plus a spread of 3.3%, ~~has~~had an initial maturity date of July 9, 2019 and three ~~one-year~~one-year extension options. The Inland JV exercised the first extension and the maturity has been extended to July 9, 2020.

The Company’s ownership interests in the JVs are subject to change in the event that either the Company or CLNY calls for additional capital contributions to the respective JVs necessary for the conduct of business, including contributions to fund costs and expenses related to capital expenditures. In connection with (i) the non-recourse mortgage loan secured by the NewINK JV properties and the related non-recourse mezzanine loan secured by the membership interests in the owners of the NewINK JV properties and (ii) the non-recourse mortgage loan secured by the Inland JV properties, the Operating Partnership provided the applicable lenders with customary environmental indemnities, as well as guarantees of certain customary non-recourse carve-out provisions such as fraud, material and intentional misrepresentations and misapplication of funds. In some circumstances, such as the bankruptcy of the applicable borrowers, the guarantees are for the full amount of the outstanding debt, but in most circumstances, the guarantees are capped at 15% of the debt outstanding at the time in question (in the case of the NewINK JV loans) or 20% of the debt outstanding at the time in question (in the case of the Inland JV loans). In connection with each of the NewINK JV and Inland JV loans, the Operating Partnership has entered into a contribution agreement with its JV partner whereby the JV partner is, in most cases, responsible to cover such JV partner’s pro rata share of any amounts due by the Operating Partnership under the applicable guarantees and environmental indemnities. The Company manages the JVs and will receive a promote interest in each applicable JV if it meets certain return thresholds for such JV. CLNY may also approve certain actions by the JVs without the Company’s consent, including certain property dispositions conducted at arm’s length, certain actions related to the restructuring of the applicable JV and removal of the Company as managing member in the event the Company fails to fulfill its material obligations under the applicable joint venture agreement.

The Company's ~~investment~~investments in the NewINK JV and the Inland JV were ~~$(7.6)~~$(10.1) million and ~~$22.8~~$20.9 million, respectively, at June 30, ~~2018~~ ~~and $(6.6) million and $24.4 million, respectively, at December 31, 2017.~~2019. The following table sets forth the combined components of net income, including the Company’s share, related to all JVs for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands):


	For the three months ended						For the six months ended
	June 30,						June 30,
	2019		2018		2019		2018
Revenue	$	134,457	$	134,888	$	246,576	$	245,062
Total hotel operating expenses	84,974		83,635		164,073		161,659
Operating income	$	49,483	$	51,253	$	82,503	$	83,403
Net income (loss) from continuing operations	$	565	$	5,929	$	(14,454)	$	(5,472)

Net income (loss)	$	565	$	5,929	$	(14,454)	$	(5,472)

Income (loss) allocable to the Company	$	58	$	605	$	(1,464)	$	(548)
Basis difference adjustment	399		399		798		798
Total income from unconsolidated real estate entities attributable to the Company	$	457	$	1,004	$	(666)	$	250

The Company’s mortgage loans are collateralized by first-mortgage liens on certain of the Company’s properties. The ~~mortgages~~mortgage loans are non-recourse except for instances of fraud or misapplication of funds. Mortgage and senior unsecured revolving credit facility debt consisted of the following (dollars in thousands):

(1)The interest rate for the senior unsecured revolving credit facility is variable and based on either LIBOR plus an applicable margin ranging from 1.55% to 2.3%, or prime plus an applicable margin of 0.55% to 1.3%.

At June 30, ~~2018~~2019 and December 31, ~~2017~~,2018, the Company had ~~$27.0~~$79.0 million and ~~$32.0~~$81.5 million,, respectively, of outstanding borrowings under its senior unsecured revolving credit facility. At June 30, ~~2018~~,2019, the maximum borrowing availability under the senior unsecured revolving credit facility was ~~$250.0 million~~.$250.0 million.

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates. All of the Company's mortgage loans are fixed-rate. Rates take into consideration general market conditions, quality and estimated value of collateral and maturity of debt with similar credit terms and are classified within level 3 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt as of June 30, ~~2018~~2019 and December 31, ~~2017~~2018 was ~~$492.0~~$507.0 million and ~~$506.6~~$489.0 million,, respectively.

The Company estimates the fair value of its variable rate debt by taking into account general market conditions and the estimated credit terms it could obtain for debt with similar maturity and is classified within level 3 of the fair value hierarchy. As of June 30, ~~2018,~~2019, the Company’s only variable rate debt is under its senior unsecured revolving credit facility. The estimated fair value of the Company’s variable rate debt as of June 30, ~~2018~~2019 and December 31, ~~2017~~2018 was ~~$27.0~~$79.0 million and ~~$32.0~~$81.5 million,, respectively.

As of June 30, ~~2018~~,2019, the Company was in compliance with all of its financial covenants. At June 30, ~~2018~~,2019, the Company’s consolidated fixed charge coverage ratio was ~~3.3~~3.2 and the ~~bank~~credit facility covenant is 1.5. Future scheduled principal payments of debt obligations as of June 30, ~~2018~~,2019, for the current year and each of the next four calendar years and thereafter are as follows (in thousands):


	Amount
2019 (remaining six months)	$	4,425
2020	9,536
2021	21,963
2022	88,954
2023	142,545
2024	296,658
Thereafter	15,907
Total debt before unamortized debt issue costs	$	579,988
Unamortized mortgage debt issue costs	(1,585)
Total debt outstanding	$	578,403

The Company’s TRS is subject to federal and state income taxes.

The components of income tax expense for the following periods are as follows (in thousands):


	For the three months ended						For the six months ended
	June 30,						June 30,
	2019		2018		2019		2018
Federal	$	—	$	—	$	—	$	—
State	—		—		—		—
Tax expense (benefit)	$	—	$	—	$	—	$	—

For the three months ended For the six months ended
June 30, June 30,
2018 2017 2018 2017
Federal $ —
$ —
$ —
$ 271
State —
—
—
46
Tax expense (benefit) $ —
$ —
$ —
$ 317

As of each reporting date, the Company's management considers new evidence, both positive and negative, that could impact management's view with regard to future realization of deferred tax assets. The Company's TRS is expecting increased taxable losses in ~~2018.~~2019. As of June 30, ~~2018,~~2019, the TRS continues to recognize a full valuation allowance equal to 100% of the gross deferred tax assets, with the exception of the AMT tax credit, due to the uncertainty of the TRS's ability to utilize these deferred tax assets. Management will continue to monitor the need for a valuation allowance.

During the third quarter of 2018, the Company was notified that the tax return of the Company's TRS was going to be examined by the Internal Revenue Service for the tax year ended December 31, 2016. The examination remains open. The Company believes it does not need to record a liability related to matters contained in the tax period open to examination. However, should the Company experience an unfavorable outcome in the matter, such outcome could have a material impact on its results of operations, financial position and cash flows.

The Company declared total common share dividends of $0.33 per share and distributions on LTIP units of $0.33 per unit for the three months ended June 30, ~~2018~~2019 and $0.66 per share and distributions on LTIP units of $0.66 per unit for the six months ended June 30, ~~2018.~~2019. The dividends and distributions were as follows:


	Record Date		Payment Date		Common share distribution amount			LTIP unit distribution amount
January		1/31/2019		2/22/2019		$	0.11		$	0.11
February		2/28/2019		3/29/2019		0.11			0.11
March		3/29/2019		4/26/2019		0.11			0.11
1st Quarter 2019						$	0.33		$	0.33

April		4/30/2019			5/31/2019				$	0.11	$	0.11
May		5/31/2019			6/28/2019				0.11		0.11
June		6/28/2019			7/26/2019				0.11		0.11
2nd Quarter 2019									$	0.33	$	0.33






Total 2019						$	0.66		$	0.66

9.11. Earnings Per Share

The two-class method is used to determine earnings per share because unvested restricted shares and unvested LTIP units are considered to be participating shares. The LTIP units held by the non-controlling interest holders, which may be converted to common shares of beneficial interest, have been excluded from the denominator of the diluted earnings per share calculation as there would be no effect on the amounts since limited partners' share of income or loss would also be added back to net income or loss. Unvested restricted shares, unvested long-term incentive plan units and unvested Class A Performance LTIP units that could potentially dilute basic earnings per share in the future would not be included in the computation of diluted loss per share, for the periods where a loss has been recorded, because they would have been anti-dilutive for the periods presented. The following is a reconciliation of the amounts used in calculating basic and diluted net income per share (in thousands, except share and per share data):


	For the three months ended						For the six months ended
	June 30,						June 30,
	2019		2018		2019		2018
Numerator:
Net income attributable to common shareholders	$	9,437	$	13,385	$	11,050	$	16,233
Dividends paid on unvested shares and units	(107)		(85)		(192)		(170)

Net income attributable to common shareholders	$	9,330	$	13,300	$	10,858	$	16,063
Denominator:
Weighted average number of common shares - basic	46,760,016		45,867,625		46,658,973		45,811,023

Unvested shares	216,983		217,063		196,943		195,538
Weighted average number of common shares - diluted	46,976,999		46,084,688		46,855,916		46,006,561
Basic income per Common Share:
Net income attributable to common shareholders per weighted average basic common share	$	0.20	$	0.29	$	0.23	$	0.35
Diluted income per Common Share:
Net income attributable to common shareholders per weighted average diluted common share	$	0.20	$	0.29	$	0.23	$	0.35

~~10.~~12. Equity Incentive Plan

The Company maintains its Equity Incentive Plan to attract and retain independent trustees, executive officers and other key employees and service providers. The plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. The plan was amended and restated as of May 17, 2013 to increase the maximum number of shares available under the plan to 3,000,000 shares. Share awards under this plan generally vest over three years, though compensation for the Company’s independent trustees includes share grants that vest immediately. The Company pays dividends on unvested shares and units, except for ~~performance based~~performance-based shares and outperformance based units, for which dividends on unvested ~~performance based~~performance-based shares and units are accrued and not paid until those shares or units vest. Certain awards may provide for accelerated vesting if there is a change in control. In January ~~2018~~2019 and ~~2017,~~2018, the Company issued ~~21,670~~27,870 and ~~23,980~~21,670 common shares, respectively, to its independent trustees as compensation for services performed in ~~2017~~2018 and ~~2016,~~2017, respectively. As of June 30, ~~2018,~~2019, there were ~~1,405,529~~1,150,806 common shares available for issuance under the Equity Incentive Plan.

Restricted Share Awards

From time to time, the Company may award restricted shares under the Equity Incentive Plan as compensation to officers, employees and non-employee trustees. The Company recognizes compensation expense for the restricted shares on a straight-line basis over the vesting period based on the fair market value of the shares on the date of issuance.

A summary of the Company’s restricted share awards for the six months ended June 30, ~~2018~~2019 and the year ended December 31, ~~2017~~2018 is as follows:


	Six Months Ended				Year Ended
	June 30, 2019				December 31, 2018
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Non-vested at beginning of the period	8,334	$	18.52	57,514	$	23.78
Granted	—	—		5,000	17.40
Vested	(1,667)	20.20		(30,084)	26.24
Forfeited	—	—		(24,096)	21.21
Non-vested at end of the period	6,667	$	18.10	8,334	$	18.52

Six Months Ended Year Ended
June 30, 2018 December 31, 2017

Number of
Shares

Weighted -
Average Grant
Date Fair
Value

Number of
Shares

Weighted -
Average Grant
Date Fair
Value
Non-vested at beginning of the period 57,514
$ 23.78
110,825
$ 22.05
Granted —
—
5,000
20.20
Vested (30,084 ) 26.24
(32,441 ) 25.77
Forfeited (24,096 ) 21.21
(25,870 ) 13.17
Non-vested at end of the period 3,334
$ 20.20
57,514
$ 23.78

As of June 30, ~~2018~~2019 and December 31, ~~2017~~,2018, there were ~~$0.1~~$0.1 million and ~~$0.1~~$0.1 million,, respectively, of unrecognized compensation costs related to restricted share awards. As of June 30, ~~2018~~,2019, these costs were expected to be recognized over a weighted–average period of approximately ~~1.5 years~~.1.8 years. For the three months ended June 30, ~~2018~~2019 and ~~2017~~,2018, the Company recognized approximately ~~$22.3~~$15.7 thousand and ~~$0.2 million~~,$22.3 thousand, respectively, and for the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, the Company recognized approximately ~~$0.1 million~~$31.3 thousand and ~~$0.4~~$0.1 million, respectively, of expense related to the restricted share awards.

Long-Term Incentive Plan Awards

LTIP units are a special class of partnership interests in the Operating Partnership which may be issued to eligible participants for the performance of services to or for the benefit of the Company. Under the Equity Incentive Plan, each LTIP unit issued is deemed equivalent to an award of one common share thereby reducing the ~~availability~~number of shares available for other equity awards on a one-for-one basis.

A summary of the Company's LTIP Unit awards for the six months ended June 30, ~~2018~~2019 and the year ended December 31, ~~2017~~2018 is as follows:

Outperformance Plan LTIP Awards

On June 1, 2015, the Company's Operating Partnership granted 183,300 Class A Performance LTIP units, as recommended by the Compensation Committee of the Board (the “Compensation Committee”), pursuant to a long-term, multi-year performance plan (the “Outperformance Plan”). As of June 1, 2018, the Class A Performance LTIP units did not meet the required market based Total Shareholder Return ("TSR") measurements and therefore, the accrued dividends and units have been forfeited. The Company will continue to amortize the remaining expense related to these awards over the next ~~two years~~year due to the awards being market based.

Time-Based LTIP Awards

On March 1, ~~2018,~~2019, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, granted ~~97,968~~88,746 time-based awards (the ~~“2018~~“2019 Time-Based LTIP Unit Award”). The grants were made pursuant to award agreements that provide for time-based vesting (the "LTIP Unit Time-Based Vesting Agreement").

Time-based LTIP Unit Awards will vest ratably provided that the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Prior to vesting, a holder is entitled to receive distributions on the LTIP Units that comprise the ~~2018~~2019 Time-Based LTIP Unit Awards and the prior year LTIP unit Awards set forth in the table above.

Performance-Based LTIP Awards

On March 1, ~~2018,~~2019, the Company's Operating Partnership, upon the recommendation of the Compensation Committee, also granted ~~146,949~~133,107 performance-based awards (the ~~"2018~~"2019 Performance-Based LTIP Unit Awards"). The grants were made pursuant to award agreements that have market based vesting conditions. ThePerformance-Based LTIP Unit Awards are comprised of Class A Performance LTIP Units that will vest only if and to the extent that (i) the Company achieves certain long-term market based TSR criteria established by the Compensation Committee and (ii) the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Compensation expense is based on an estimated value of ~~$17.02~~$18.91 per ~~2018~~2019 Performance-Based LTIP Unit Award, which takes into account that some or all of the awards may not vest if long-term market based TSR criteria are not met during the vesting period.

The ~~2018~~ 2019 Performance-Based LTIP Unit Awards may be earned based on the Company’s relative TSR performance for the three-year period beginning on March 1, ~~2018~~2019 and ending on February 28, ~~2021.~~2022. The ~~2018~~ 2019 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 150% of target value as follows:



	Relative TSR Hurdles (Percentile)	Payout Percentage
Threshold	25th	50%
Target	50th	100%
Maximum	75th	150%

Payouts at performance levels in between the hurdles will be calculated by straight-line interpolation.

The Company estimated the aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures, using a Monte Carlo approach. In determining the discounted value of the LTIP units, the Company considered the inherent uncertainty that the LTIP units would never reach parity with the other common units of the Operating Partnership and thus have an economic value of zero to the grantee. Additional factors considered in estimating the value of LTIP units included discounts for illiquidity; expectations for future dividends; risk free interest rates; stock price volatility; and economic environment and market conditions.

The grant date fair values of the LTIPs and the assumptions used to estimate the values are as follows:

The Company recorded ~~$1.0~~$1.1 million and ~~$0.7~~$1.0 million in compensation expense related to the LTIP units for the three months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and for the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, the Company recognized approximately ~~$1.8~~$2.0 million and ~~$1.1~~$1.8 million, respectively. As of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, there was ~~$6.8~~$7.1 million and ~~$5.8~~$5.0 million, respectively, of total unrecognized compensation cost related to LTIP units. This cost is expected to be recognized over approximately ~~2.2~~1.8 years, which represents the weighted average remaining vesting period of the LTIP units.

The Courtyard Altoona hotel was subject to a ground lease with an expiration date of April 30, 2029 with an extension option by the Company of up to 12 additional terms of five years each. Monthly payments were determined by the quarterly average room occupancy of the hotel. Rent was equal to approximately $8,400 per month when monthly occupancy was less than 85% and could increase up to approximately $20,000 per month if occupancy was 100%, with minimum rent increased by two and one-half percent (2.5%) on an annual basis. The Altoona hotel was sold on May 7, 2019.

The Residence Inn Gaslamp hotel is subject to a ground lease with an expiration date of January 31, 2065 with an extension option by the Company of up to three additional terms of ten years each. Monthly payments are currently approximately $40,300 per month and increase 10% every five years. The hotel is subject to annual supplemental rent payments calculated as 5% of gross revenues during the applicable lease year, minus 12 times the monthly base rent scheduled for the lease year.

The Residence Inn New Rochelle is subject to an air rights lease and garage lease that each expire on December 1, 2104. The lease agreements with the City of New Rochelle cover the space above the parking garage that is occupied by the hotel as well as 128 parking spaces in a parking garage that is attached to the hotel. The annual base rent for the garage lease is the hotel’s proportionate share of the city’s adopted budget for the operations, management and maintenance of the garage and established reserves to fund for the cost of capital repairs. Aggregate rent for 2019 is approximately $29,000 per quarter.

The Hilton Garden Inn Marina del Rey hotel is subject to a ground lease with an expiration date of December 31, 2067. Minimum monthly payments are currently approximately $47,500 per month and a percentage rent payment less the minimum rent is due in arrears equal to 5% to 25% of gross income based on the type of income.

The Company entered into a corporate office lease in September 2015. The lease is for a term of 11 years and includes a 12-month rent abatement period and certain tenant improvement allowances. The Company has a renewal option of up to two successive terms of 5 years each. The Company shares the space with related parties and is reimbursed for the pro-rata share of rentable space occupied by the related parties.

The Company is the lessee under ground, air rights, garage and office lease agreements for certain of its properties, all of which qualify as operating leases as of June 30, 2019. These leases typically provide multi-year renewal options to extend term as lessee at the Company's option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised.

In calculating the Company's lease obligations under the various leases, the Company uses discount rates estimated to be equal to what the Company would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.

The following tables include information regarding the Company's leases for which it is the lessee, for the six months ended June 30, 2019 and as of period end:


Total Future Lease Payments
	Amount
2019 (remaining six months)	$	984
2020	2,027
2021	2,050
2022	2,072
2023	2,093
2024	2,115
Thereafter	68,906
Total lease payments	$	80,247
Less: Imputed interest	(56,325)
Present value of lease liabilities	$	23,922

The following is a schedule of the minimum future payments required under the ground, air rights, garage leases and office lease as of December 31, 2018, for each of the next five calendar years and thereafter:


	Amount
2019	$	2,065
2020	2,132
2021	2,157
2022	2,182
2023	2,206
Thereafter	75,022
Total lease payments	$	85,764

For the six months ended June 30, 2019, the Company incurred $0.8 million of fixed lease payment and $0.2 million of variable lease payments, which are included in property taxes, ground rent and insurance in our consolidated statement of operations.

The following table includes information regarding the right of use assets and lease liabilities of the Company as of June 30, 2019:


	Right of Use Asset		Lease Liability
Balance as of January 1, 2019	$	23,091	$	25,715
Amortization	(307)		(187)
Disposal	$	(1,208)	$	(1,606)
Balance as of June 30, 2019	$	21,576	$	23,922


Lease Term and Discount Rate			6/30/2019

Weighted-average remaining lease term (years)			40.94
Weighted-average discount rate			6.54%

The nature of the operations of the Company's hotels exposes those hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. IHM is currently a defendant in two ~~related~~ class action lawsuits pending in the Santa Clara County Superior Court. The first class action lawsuit was filed on October 21, 2016 under the title Ruffy, et al, v. Island Hospitality Management, LLC, et al. Case No. 16-CV-301473 and the second class action lawsuit was filed on March 21, 2018 under the title Doonan, et al, v. Island Hospitality Management, LLC, et al. Case No. 18-CV-325187. The class actions relate to hotels operated by IHM in the state of California and owned by affiliates of the Company and the NewINK JV, and/or certain third parties. The complaints allege various wage and hour law violations based on alleged misclassification of certain hotel managerial staff and violation of certain California statutes regarding incorrect information contained on employee paystubs. The plaintiffs seek injunctive relief, money damages, penalties, and interest. None of the potential classes has been certified and we are defending our case vigorously. As of June 30, ~~2018,~~2019, included in accounts payable is ~~$0.2~~$0.1 million which represents an estimate of the Company’s total exposure to the litigation ~~and is also its estimated maximum possible loss that the Company may incur.~~

~~Hotel Ground Rent~~

~~The Courtyard Altoona~~based on standard indemnification obligations under hotel is subject to a ground lease with an expiration date of April 30, 2029 with an extension option by the Company of up to 12 additional terms of five years each. Monthly payments are determined by the quarterly average room occupancy of the hotel. Rent is currently equal to approximately $8,400 per month when monthly occupancy is less than 85% and can increase up to approximately $20,000 per month if occupancy is 100%, with minimum rent increased by two and one-half percent (2.5%) on an annual basis.

~~The Residence Inn New Rochelle is subject to an air rights lease and garage lease that each expire on December 1, 2104. The lease~~management agreements with ~~the City of New Rochelle cover the space above the parking garage that is occupied by the hotel as well as~~ ~~128~~ parking spaces in a parking garage that is attached to the hotel. The annual base rent for the garage lease is the hotel’s proportionate share of the city’s adopted budget for the operations, management and maintenance of the garage and established reserves to fund for the cost of capital repairs. Aggregate rent for 2018 is approximately $29,000 per quarter.

The Hilton Garden Inn Marina del Rey hotel is subject to a ground lease with an expiration date of December 31, 2067. Minimum monthly payments are currently approximately $47,500 per month and a percentage rent payment equal to 5% to 25% of gross income based on the type of income less the minimum rent is due in arrears.

The Company entered into a new corporate office lease in September 2015. The lease is for a term of 11 years and includes a 12-month rent abatement period and certain tenant improvement allowances. The Company has a renewal option of up to two successive terms of five years each. The Company shares the space with related parties and is reimbursed for the pro-rata share of rentable space occupied by the related parties.

Future minimum rental payments under the terms of all non-cancellable operating ground leases and the office lease under which the Company is the lessee are expensed on a straight-line basis regardless of when payments are due. The following is a schedule of the minimum future payments required under the ground, air rights, garages leases and office lease as of ~~June 30, 2018, for the remainder of~~ ~~2018~~ ~~and for each of the next five calendar years and thereafter (in thousands):~~

Other Leases⁽¹⁾
Office Lease
Amount
2018 (remaining six months) $ 635
$ 389
2019 1,273
792
2020 1,320
812
2021 1,326
832
2022 1,329
853
2023 1,332
873
Thereafter 69,225
2,436
Total $ 76,440
$ 6,987

~~(1) Other leases includes ground, garage and air rights leases at our hotels.~~

Management Agreements

The management agreements with IHM have an initial term of five years and automatically renew for twofive-year periods unless IHM provides written notice to us no later than 90 days prior to the then current term’s expiration date of ~~their~~its intent not to renew. The IHM management agreements provide for early termination at the Company’s option upon sale of any IHM-managed hotel for no termination fee, with six months advance notice. The IHM management agreements may be terminated for cause, including the failure of the managed hotel to meet specified performance levels. Base management fees are calculated as a percentage of the hotel's gross room revenue. If certain financial thresholds are met or exceeded, an incentive management fee is calculated as 10% of the hotel's net operating income less fixed costs, base management fees and a specified return threshold. The incentive management fee is capped at 1% of gross hotel revenues for the applicable calculation.

Management fees totaled approximately ~~$2.8~~$2.9 million and ~~$2.6~~$2.8 million,, respectively, for the three months ended June 30, ~~2018~~2019 and ~~2017~~,2018, respectively, and approximately $5.4 million and $5.2 million, ~~and $4.8 million, respectively,~~respectfully, for the six months ended June 30, ~~2018~~2019 and ~~2017.~~2018.

Franchise Agreements

The fees associated with the franchise agreements are calculated ~~on the~~as a specified percentage of the hotel's gross room revenue. Franchise and marketing fees totaled approximately ~~$6.6~~$7.0 million and ~~$6.1~~$6.6 million,, respectively, for the three months ended June 30, ~~2018~~2019 and ~~2017~~2018 and approximately ~~$12.1~~$12.9 million and ~~$11.4~~$12.1 million, respectively, for the six months ended June 30, ~~2018~~2019 and ~~2017.~~2018. The ~~expiration~~initial term of the agreements range from 10 to 30 years with the weighted average expiration being ~~September~~May 2030.

Prior to March 1, 2019, Mr. Fisher owned 51% of IHM. On March 1, 2019, Mr. Fisher acquired the 1.5% ownership interest of an employee who was leaving IHM. As of June 30, 2019, Mr. Fisher owns ~~51%~~52.5% of IHM. As of June 30, ~~2018,~~2019, the Company had hotel management agreements with IHM to manage all 40 of its wholly owned hotels. As of June 30, ~~2018,~~2019, all 47 hotels owned by the NewINK JV and 34 of the 48 hotels owned by the Inland JV are managed by IHM. Hotel management, revenue management and accounting fees accrued or paid to IHM for the hotels owned by the Company for the three months ended June 30, 2019 and 2018 ~~and 2017~~ were ~~$2.8~~$2.9 million and ~~$2.6~~$2.8 million, respectively, and for the six months ended June 30, 2019 and 2018 ~~and 2017~~ were ~~$5.2~~$5.4 million and ~~$4.8~~$5.2 million, respectively. At June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the amounts due to IHM were ~~$1.4~~$1.2 million and ~~$1.2~~$1.1 million, respectively. The Company provides services to an entity Castleblack Owner Holding, LLC ("Castleblack") which is 97.5% owned by affiliates of CLNY and 2.5% owned by Mr. Fisher. During the three months ended June 30, 2019 and 2018 the company provided services of $65.6 thousand and zero, respectively.

Cost reimbursements from unconsolidated real estate entities revenue represent reimbursements of costs incurred on behalf of the NewINK JV, Inland JV and ~~an entity, Castleblack Owner Holding, LLC ("Castleblack"), which is 97.5% owned by affiliates of CLNY and 2.5% owned by Mr. Fisher.~~Castleblack. These costs relate primarily to corporate payroll costs at the NewINK JV, Inland JV and ~~Inland JVs~~Castleblack where the Company is the ~~employer.~~employer and shared office expenses. As the Company records cost reimbursements based upon costs incurred with no added markup, the revenue and related expense has no impact on the Company’s operating income or net income. Cost reimbursements from the JVs are recorded based upon the occurrence of a reimbursed activity.

Various shared office expenses and rent are paid by the Company and allocated to the NewINK JV, the Inland JV, Castleblack and IHM based on the amount of square footage occupied by each entity. Insurance expense for medical, workers compensation and general liability are paid by the NewINK JV and allocated back to the hotel properties or applicable entity for the three months ended June 30, 2019 and 2018 ~~and 2017~~ were ~~$1.8~~$1.7 million and ~~$1.7~~$1.8 million, respectively, and for the six months ended June 30, ~~2018~~2019 and ~~2017~~2018 were $3.7 million and ~~$3.4~~$3.7 million, respectively.

Dollar amounts presented in this Item 2 are in thousands, except per share data, unless otherwise specified.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018. In this report, we use the terms “the Company," “we” or “our” to refer to Chatham Lodging Trust and its consolidated subsidiaries, unless the context indicates otherwise.

The following information contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include information about possible or assumed future results of the lodging industry and our business, financial condition, liquidity, results of operations, cash flow and plans and objectives. These statements generally are characterized by the use of the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: local, national and global economic conditions, increased direct competition, changes in government regulations or accounting rules, changes in local, national and global real estate conditions, declines in lodging industry fundamentals, increased operating costs, seasonality of the lodging industry, our ability to obtain debt and equity financing on satisfactory terms, changes in interest rates, our ability to identify suitable investments, our ability to close on identified investments and inaccuracies of our accounting estimates. Given these uncertainties, undue reliance should not be placed on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. The forward-looking statements should also be read in light of the risk factors identified in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 as updated by the Company's subsequent filings with the SEC under the Exchange Act.

We are a self-advised hotel investment company organized in October 2009 that commenced operations in April 2010. Our investment strategy is to invest in upscale extended-stay and premium-branded select-service hotels in geographically diverse markets with high barriers to entry near strong demand generators. We may acquire portfolios of hotels or single hotels. We expect that a significant portion of our portfolio will consist of hotels in the upscale extended-stay or select-service categories, including brands such as Homewood Suites by Hilton^®, Residence Inn by Marriott^®, Hyatt Place^®, Courtyard by Marriott^®, SpringHill Suites by Marriott^®, Hilton Garden Inn by Hilton^®, Embassy Suites^®, Hampton Inn^® and Hampton Inn and Suites^®.

The Company's future hotel acquisitions may be funded by issuances of both common and preferred shares or the issuance of partnership interests in our operating partnership, Chatham Lodging, L.P. (the "Operating Partnership"), draw-downs under our senior unsecured revolving credit facility, the incurrence or assumption of debt, available cash, proceeds from dispositions of assets or distributions from our 10.3% investment in a joint venture with affiliates of Colony Capital, Inc. (“CLNY”) that owns 47 hotels (the "NewINK JV") or distributions from our 10.0% investment in a joint venture with CLNY that owns 48 hotels (the "Inland JV" and together with the NewINK JV, the "JVs"). We intend to acquire quality assets at attractive prices and improve their returns through knowledgeable asset management and seasoned, proven hotel management while remaining prudently leveraged.

At June 30, ~~2018,~~2019, our leverage ratio was ~~33.3% based on~~34.2% measured as the ratio of our net debt (total debt outstanding before deferred financing costs less unrestricted cash and cash equivalents) to hotel investments at cost, including the JV investments. Over the past several years, we have maintained a leverage ratio between the mid-30s and the low 50s to fund our acquisitions and JV investments. As of June 30, ~~2018,~~2019, we have total debt of ~~$533.0~~$580.0 million at an average interest rate of approximately 4.6%. Accordingly, our debt coverage ratios currently are favorable and, as a result, we are comfortable in this leverage range and believe we have the capacity and flexibility to take advantage of acquisition opportunities as they arise. We intend to continue to fund our investments with a prudent balance of debt and equity.

We are a real estate investment trust (“REIT”) for federal income tax purposes. In order to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), we cannot operate our hotels. Therefore, our Operating Partnership and its subsidiaries lease our hotel properties to taxable REIT subsidiary lessees (“TRS Lessees”), who in turn engage eligible independent contractors to manage the hotels. Each of the TRS Lessees is treated as a taxable REIT subsidiary for federal income tax purposes and is consolidated within our financial statements for accounting purposes. However, since we control both the Operating Partnership and the TRS Lessees, our principal source of funds on a consolidated basis is from the operations of our hotels. The earnings of the TRS Lessees are subject to taxation as regular C corporations, as defined in the Code, potentially reducing the TRS Lessees’ cash available to pay dividends to us, and therefore our funds from operations and the cash available for distribution to our shareholders.

We measure our financial condition and hotel operating performance by evaluating financial metrics and measures such as:

•Revenue Per Available Room (“RevPAR”),

•Average Daily Rate (“ADR”),

•Funds From Operations (“FFO”),

•Earnings before interest, taxes, depreciation and amortization (“EBITDA”),

•Adjusted EBITDA, and

•Adjusted Hotel ~~EBITDA~~EBITDA.

We evaluate the hotels in our portfolio and potential acquisitions using these metrics to determine each hotel’s contribution toward providing income to our shareholders through increases in distributable cash flow and increasing long-term total returns through appreciation in the value of our common shares. RevPAR, ADR and Occupancy are hotel industry measures commonly used to evaluate operating performance. RevPAR, which is calculated as total room revenue divided by total number of available rooms, is an important metric for monitoring hotel operating performance, and more specifically hotel revenue.

“Non-GAAP Financial Measures” herein provides a detailed discussion of our use of FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Hotel EBITDA and a reconciliation of FFO, Adjusted FFO, EBITDA, EBITDAre,

Adjusted EBITDA and Adjusted Hotel EBITDA to net income or loss, measurements recognized by generally accepted accounting principles in the United States (“GAAP”).

We believe that the lodging industry’s performance is correlated to the performance of the economy overall, and specifically, key economic indicators such as GDP growth, employment trends, corporate travel and corporate profits. ~~Trends for many of these indicators appear to be healthy.~~ Lodging industry performance is also impacted by room supply growth, which is currently ~~increasing. Overall U.S. room supply increased 1.8% in 2017, but supply~~elevated in the Upscale segment in which most of our hotels ~~operate,~~operate. Overall U.S. room supply increased 2.0% in 2018, but supply in the Upscale segment increased by ~~6.0%~~5.2% in ~~2017.~~2018. Smith Travel Research is projecting U.S. hotel supply growth to increase ~~2.0%~~ 1.9% in ~~2018.~~2019. Continued supply growth could negatively impact RevPAR growth. We are currently projecting a ~~2018~~2019 RevPAR change of ~~-1.5%~~-2.0% to ~~+0.0%~~ -1.0% as compared to ~~2017.~~2018.

Comparison of the three months ended June 30, ~~2018~~2019 to the three months ended June 30, ~~2017~~2018

Results of operations for the three months ended June 30, ~~2018~~2019 include the operating activities of our 40 wholly owned hotelsthat were owned for the entire period, partial period results for two hotels which were sold during this period, and our investments in the NewINK JV and Inland JV. We ~~wholly owned 38 hotels at January 1, 2017.~~sold one hotel in Altoona, PA on May 7, 2019 and one hotel in Washington, PA on May 15, 2019. We acquired one hotel in Summerville, SC on August 27, 2018 and one hotel in Dallas, TX on December 5, 2018. Accordingly, the comparisons below are influenced by ~~the fact that we acquired one hotel in Portsmouth, NH on September 20, 2017, one hotel in Summerville, SC on November 15, 2017~~these dispositions and ~~one hotel in Springfield, VA on December 6, 2017. We also sold a hotel in Carlsbad, CA on December 20, 2017.~~acquisitions.

Revenue, which consists primarily of room, food and beverage and other operating revenues from our wholly owned hotels, was as follows for the periods indicated (dollars in thousands):


	For the three months ended
	June 30, 2019		June 30, 2018		% Change
Room	$	79,970	$	78,274	2.2	%
Food and beverage	2,535		2,212		14.6	%
Other	3,934		3,527		11.5	%
Cost reimbursements from unconsolidated real estate entities	1,435		1,361		5.4	%
Total revenue	$	87,874	$	85,374	2.9	%

For the three months ended
June 30, 2018 June 30, 2017 % Change
Room $ 78,274
$ 72,801
7.5 %
Food and beverage 2,212
1,473
50.2 %
Other 3,527
2,967
18.9 %
Cost reimbursements from unconsolidated real estate entities 2,577
2,402
7.3 %
Total revenue $ 86,590
$ 79,643
8.7 %

Total revenue was ~~$86.6~~$87.9 million for the quarter ended June 30, ~~2018,~~2019, up ~~$7.0~~$2.5 million compared to total revenue of ~~$79.6~~$85.4 million for the corresponding ~~2017~~2018 period. Total revenue related to the ~~three~~two hotels acquired during ~~2017~~2018 contributed ~~$7.6~~$3.0 million of the increase, ~~while~~offset by a decrease of $0.7 million in total revenue at the ~~sale of one hotel in 2017 reduced revenue by $1.9 million.~~two hotels sold during 2019. Since all of our hotels are select-service or limited-service hotels, room revenue is the primary revenue source as these hotels do not have significant food and beverage revenue or large group conference facilities. Room revenue comprised ~~90.4%~~91.0% and ~~91.4%~~91.7%, respectively, of total revenue for the quarters ended June 30, ~~2018~~2019 and ~~2017.~~2018. Room revenue was ~~$78.3~~$80.0 million and ~~$72.8~~$78.3 million for the quarters ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, with ~~$6.6~~$2.6 million of the increase ~~in 2018~~ attributable to the ~~three~~ hotels acquired ~~during 2017 and~~in 2018, offset by a loss of room revenue attributable to the ~~one hotel~~two hotels sold in ~~2017~~2019 of ~~$1.9~~$0.7 million. At the 3738 comparable hotels owned by the Company throughout the ~~2017~~entire 2018 and ~~2018~~2019 periods, room revenue was ~~up $0.8~~down $0.2 million, ~~or 1.0%,~~ driven primarily by RevPAR ~~increase~~decrease of ~~0.9%~~0.3%.

Food and beverage revenue was ~~$2.2~~$2.5 million for the quarter ended June 30, ~~2018,~~2019, up ~~$0.7~~$0.3 million compared to ~~$1.5~~$2.2 million for the corresponding ~~2017~~2018 period. Food and beverage revenue related to the hotels acquired in ~~2017~~2018 contributed ~~$0.7~~$0.2 million of the increase.

Other operating revenue, comprised of parking, meeting room, gift shop, in-room movie and other ancillary amenities revenue, was up ~~$0.5~~$0.4 million for the three months ended June 30, ~~2018.~~2019. Other operating revenue was ~~$3.5~~$3.9 million and ~~$3.0~~$3.5 million for the quarters ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively. The ~~increase related to the~~ hotels acquired in ~~2017~~2018 contributed ~~$0.3~~$0.2 million of the increase. The remaining increase was primarily due to increases in parking and miscellaneous room income.

Cost reimbursements from unconsolidated real estate entities, comprised of payroll costs at the JVs and an entity, Castleblack Owner Holding, LLC ("Castleblack"), which is 97.5% owned by affiliates of CLNY and 2.5% by Mr. Fisher, where the Company is the employer, were ~~$2.6~~$1.4 million and ~~$2.4~~$1.4 million for the three months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively. The ~~costs~~cost reimbursements were offset by the reimbursed costs from unconsolidated real estate entities included in operating expenses.

As reported by Smith Travel Research, industry RevPAR for the three months ended June 30, 2019 and 2018 ~~and 2017~~ increased ~~4.0% and 2.7%~~ 1.1% and 3.8%, respectively, in the ~~2018~~2019 and ~~2017~~2018 periods as compared to the respective prior periods. RevPAR at our 38 wholly owned comparable hotels decreased 0.3% and increased 0.8% ~~and decreased 0.5%~~, respectively, in the ~~2018~~2019 and ~~2017~~2018 periods as compared to the respective prior periods primarily due to lower growth in the upscale segment in which most of our hotels operate and lower growth in our specific ~~markets primarily due to new supply.~~markets.

In the table below, we present both actual and same property room revenue metrics. Actual Occupancy, ADR and RevPAR metrics reflect the performance of the hotels for the actual days such hotels were owned by the Company during the periods presented. Same property Occupancy, ADR, and RevPAR results for the 4038 hotels wholly owned by the Company as of June 30, ~~2018~~2019 that have been in operation for a full year reflect the performance of the hotels during the entire period, regardless of our ownership during the period presented, which is a non-GAAP financial measure. Results for the hotels for periods prior to our ownership were provided to us by prior owners and have not been adjusted by us.


	For the three months ended June 30,
	2019									2018							Percentage Change
	Same Property (38 hotels)			Actual (42 hotels)			Same Property (38 hotels)			Actual (40 hotels)			Same Property (38 hotels)		Actual (42/40 hotels)
Occupancy	83.7		%	83.2		%	83.4		%	83.4		%	0.4	%	(0.2)	%
ADR	$	173.13		$	171.00		$	174.27		$	174.27		(0.7)	%	(1.9)	%
RevPAR	$	144.87		$	142.31		$	145.30		$	145.30		(0.3)	%	(2.1)	%

For the three months ended June 30,
2018 2017 Percentage Change
Same Property (40 hotels) Actual (40 hotels) Same Property (40 hotels) Actual (38 hotels) Same Property (40 hotels) Actual (40/38 hotels)
Occupancy 83.1 % 83.1 % 82.9 % 82.8 % 0.2 % 0.4 %
ADR $ 171.89
$ 171.89
$ 170.90
$ 169.06
0.6 % 1.7 %
RevPAR $ 142.88
$ 142.88
$ 141.70
$ 140.06
0.8 % 2.0 %

Same property RevPAR ~~increased 0.8%~~decreased 0.3% due to ~~an increase~~a decrease in ADR of ~~0.6%~~0.7% and an increase in occupancy of ~~0.2%~~0.4%.

Hotel Operating Expenses

Hotel operating expenses consist of the following for the periods indicated (dollars in thousands):


	For the three months ended
	June 30, 2019		June 30, 2018		% Change
Hotel operating expenses:
Room	$	16,372	$	15,945	2.7	%
Food and beverage	2,120		1,739		21.9	%
Telephone	410		415		(1.2)	%
Other	971		796		22.0	%
General and administrative	6,574		6,783		(3.1)	%
Franchise and marketing fees	6,984		6,575		6.2	%
Advertising and promotions	1,485		1,485		—	%
Utilities	2,525		2,446		3.2	%
Repairs and maintenance	3,431		3,637		(5.7)	%
Management fees	2,892		2,807		3.0	%
Insurance	365		339		7.7	%
Total hotel operating expenses	$	44,129	$	42,967	2.7	%

For the three months ended
June 30, 2018 June 30, 2017 % Change
Hotel operating expenses:
Room $ 15,945
$ 15,024
6.1 %
Food and beverage 1,739
1,212
43.5 %
Telephone 415
387
7.2 %
Other 796
710
12.1 %
General and administrative 6,781
5,974
13.5 %
Franchise and marketing fees 6,575
6,089
8.0 %
Advertising and promotions 1,485
1,270
16.9 %
Utilities 2,446
2,352
4.0 %
Repairs and maintenance 3,637
3,179
14.4 %
Management fees 2,807
2,588
8.5 %
Insurance 339
295
14.9 %
Total hotel operating expenses $ 42,965
$ 39,080
9.9 %

Hotel operating expenses increased ~~$3.9~~$1.1 million or ~~9.9%~~2.7% to $44.1 million for the three months ended June 30, 2019 from $43.0 million for the three months ended June 30, ~~2018 from $39.1 million for the three months ended June 30, 2017.~~2018. The ~~increase was primarily due to the three~~two hotels acquired in ~~2017~~2018 contributed $1.5 million of the increase, offset by a decrease of $0.3 million at the two hotels sold in 2019 and ~~increasing labor costs.~~the balance of the decrease of $0.1 million was at the 38 comparable hotels.

Room expenses, which are the most significant component of hotel operating expenses, increased ~~$0.9~~$0.5 million or ~~6.1%~~2.7% from ~~$15.0~~$15.9 million in ~~2017~~2018 to ~~$15.9~~$16.4 million in the second quarter of ~~2018.~~2019. The increase due to the ~~three~~two hotels acquired in ~~2017~~2018 was ~~$1.3~~$0.5 million, offset by a decrease of $0.1 million at the ~~sale of~~two hotels sold in 2019 and the ~~Carlsbad hotel of $0.5 million.~~$0.1 million increase at the 38 comparable hotels owned by us throughout 2018 was primarily due to increasing labor and benefit costs.

The remaining hotel operating expenses increased ~~$2.9~~$0.8 million, from ~~$24.1 million in the second quarter of 2017 to~~ $27.0 million in the second quarter of ~~2018.~~2018 to $27.8 million in the second quarter of 2019. The increase due to the ~~three~~two hotels acquired in ~~2017~~2018 was ~~$2.8~~$1.1 million, offset by a decrease of $0.2 million at the ~~sale of the Carlsbad hotel of $0.6 million. For the 37 comparable~~two hotels ~~owned by us throughout the 2018 and 2017 periods, hotel operating expense was up $0.7 million primarily due to increased compensation costs and repairs and maintenance expenses.~~sold in 2019.

Depreciation and Amortization

Depreciation and amortization expense increased ~~$0.2~~$1.1 million from ~~$11.7 million for the three months ended June 30, 2017 to~~ $11.9 million for the three months ended June 30, ~~2018.~~2018 to $13.0 million for the three months ended June 30, 2019. Depreciation related to the ~~three~~two hotels acquired in ~~2017~~2018 contributed ~~$0.9~~$0.6 million of the ~~increase. The lower depreciation at our other~~increase and $0.5 million was contributed by the 38 comparable hotels is due to ~~some assets being fully depreciated and the sale of the Carlsbad hotel.~~renovations. Depreciation is generally recorded on our assets over 40 years for buildings, 20 years for land improvements, 15 years for building improvements and one to ten years for furniture, fixtures and equipment from the date of acquisition on a straight-line basis. Depreciable lives of hotel furniture, fixtures and equipment are generally assumed to be the difference between the date of acquisition and the date that the furniture, fixtures and equipment will be replaced. Amortization of franchise fees is recorded on a straight-line basis over the term of the respective franchise agreement.

~~Impairment Loss~~Property Taxes, Ground Rent and Insurance

(State or Other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification No.)

~~Maryland~~			~~27-1200777~~
~~(State or Other Jurisdiction of~~ ~~Incorporation or Organization)~~	~~(I.R.S. Employer~~ ~~Identification No.)~~

222 Lakeview Avenue, Suite 200
West Palm Beach ~~Florida~~		Florida		33401
(Address of Principal Executive Offices)				(Zip Code)



Title of each class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest, $0.01 par value	CLDT	New York Stock Exchange


Large accelerated filer		x			Accelerated filer		¨

~~Large accelerated filer~~		x	~~Accelerated filer~~	¨

Non-accelerated filer	¨		Smaller reporting company			¨☐
					Emerging growth company		¨☐



Class			Outstanding at ~~August 1, 2018~~July 31, 2019
Common Shares of Beneficial Interest ($0.01 par value per share)			~~45,879,109~~46,919,857


					Page
			PART I. FINANCIAL INFORMATION

				~~Page~~
Item1.	~~PART I. FINANCIAL INFORMATION~~

~~Item 1.~~	Financial Statements.	3
~~Item 2.~~Item2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations.		2126
~~Item 3.~~Item3.			Quantitative and Qualitative Disclosures about Market Risk.		4044
~~Item 4.~~Item4.			Controls and Procedures.		4145

			PART II. OTHER INFORMATION

~~Item 1.~~Item1.			Legal Proceedings.		4145
~~Item 1A.~~Item1A.			Risk Factors.		4145
~~Item 2.~~Item2.			Unregistered Sales of Equity Securities and Use of Proceeds.		4146
~~Item 3.~~Item3.			Defaults Upon Senior Securities.		4146
~~Item 4.~~Item4.			Mine Safety Disclosures.		4146
~~Item 5.~~Item5.			Other Information.		4146
~~Item 6.~~Item6.			Exhibits.		4247


x	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


¨	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


	June 30, 2018			December 31, 2017				June 30, 2019		December 31, 2018
	(unaudited)							(unaudited)
Assets:							Assets:
Investment in hotel properties, net	$	1,308,571		$	1,320,082		Investment in hotel properties, net	$	1,347,891	$	1,373,773
Investment in hotel properties under development							Investment in hotel properties under development	10,776		—
Cash and cash equivalents	8,077			9,333			Cash and cash equivalents	8,847		7,192
Restricted cash	27,881			27,166			Restricted cash	18,065		25,145
Investment in unconsolidated real estate entities	22,776			24,389			Investment in unconsolidated real estate entities	20,915		21,545
Hotel receivables (net of allowance for doubtful accounts of $234 and $200, respectively)	6,976			4,047
Right of use asset, net							Right of use asset, net	21,576		—
Hotel receivables (net of allowance for doubtful accounts of $296 and $264, respectively)							Hotel receivables (net of allowance for doubtful accounts of $296 and $264, respectively)	7,475		4,495
Deferred costs, net	5,351			4,646			Deferred costs, net	4,672		5,070
Prepaid expenses and other assets	4,439			2,523			Prepaid expenses and other assets	4,482		2,431
Deferred tax asset, net	30			30			Deferred tax asset, net	58		58
Total assets	$	1,384,101		$	1,392,216		Total assets	$	1,444,757	$	1,439,709
Liabilities and Equity:							Liabilities and Equity:
Mortgage debt, net	$	504,072		$	506,316		Mortgage debt, net	$	499,403	$	501,782
Revolving credit facility	27,000			32,000			Revolving credit facility	79,000		81,500
Accounts payable and accrued expenses	31,358			31,692			Accounts payable and accrued expenses	29,843		33,692
Distributions and losses in excess of investments of unconsolidated real estate entities	7,562			6,582			Distributions and losses in excess of investments of unconsolidated real estate entities	10,097		9,650
Lease liability, net							Lease liability, net	23,922		—
Distributions payable	5,431			5,846			Distributions payable	5,895		5,667
Total liabilities	575,423			582,436			Total liabilities	648,160		632,291
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 14)							Commitments and contingencies (Note 14)
Equity:							Equity:
Shareholders’ Equity:							Shareholders’ Equity:
Preferred shares, $0.01 par value, 100,000,000 shares authorized and unissued at June 30, 2018 and December 31, 2017	—			—
Common shares, $0.01 par value, 500,000,000 shares authorized; 45,876,812 and 45,375,266 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	459			450
Preferred shares, $0.01 par value, 100,000,000 shares authorized and unissued at June 30, 2019 and December 31, 2018							Preferred shares, $0.01 par value, 100,000,000 shares authorized and unissued at June 30, 2019 and December 31, 2018	—		—
Common shares, $0.01 par value, 500,000,000 shares authorized; 46,918,383 and 46,525,652 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively							Common shares, $0.01 par value, 500,000,000 shares authorized; 46,918,383 and 46,525,652 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	469		465
Additional paid-in capital	882,752			871,730			Additional paid-in capital	904,069		896,286
Retained earnings (distributions in excess of retained earnings)	(83,079		)	(69,018		)	Retained earnings (distributions in excess of retained earnings)	(119,049)		(99,285)
Total shareholders’ equity	800,132			803,162			Total shareholders’ equity	785,489		797,466
Noncontrolling Interests:							Noncontrolling Interests:
Noncontrolling interest in Operating Partnership	8,546			6,618			Noncontrolling interest in Operating Partnership	11,108		9,952
Total equity	808,678			809,780			Total equity	796,597		807,418
Total liabilities and equity	$	1,384,101		$	1,392,216		Total liabilities and equity	$	1,444,757	$	1,439,709


Six Months Ended June 30, 2018 and 2019																						Six Months Ended June 30, 2018 and 2019
																								Common Shares								Additional Paid - In Capital		Retained earnings (distributions in excess of retained earnings)		Total Shareholders’ Equity		Noncontrolling Interest in Operating Partnership		Total Equity
																								Shares			Amount
Balance, January 1, 2018																						Balance, January 1, 2018		45,375,266			$	450		$	871,730	$	(69,018)	$	803,162	$	6,618	$	809,780
Issuance of shares pursuant to Equity Incentive Plan																						Issuance of shares pursuant to Equity Incentive Plan		21,670			—			500		—		500		—		500
Issuance of shares, net of offering costs of $257																						Issuance of shares, net of offering costs of $257		479,876			9			10,416		—		10,425		—		10,425

	Common Shares			Additional Paid - In Capital			Retained earnings (distributions in excess of retained earnings)				Total Shareholders’ Equity				Noncontrolling Interest in Operating Partnership				Total Equity
	Shares	Amount
Balance, January 1, 2017	38,367,014	$	380			$	722,019			$				(45,657				)					$	676,742	$	4,848		$	681,590
Issuance of shares pursuant to Equity Incentive Plan	23,980	—		500			—				500				—				500
Issuance of shares, net of offering costs of $512	829,723	8		16,351			—				16,359				—				16,359
Issuance of restricted time-based shares	5,000	—		—			—				—				—				—
Amortization of share based compensation	—	—		421			—				421				1,115				1,536
Dividends declared on common shares ($0.66 per share)	—	—		—			(25,464		)		(25,464		)		—				(25,464		)
Distributions declared on LTIP units ($0.66 per unit)	—	—		—			—				—				(465		)		(465		)
Reallocation of noncontrolling interest	—	—		185			—				185				(185		)		—
Net income	—	—		—			9,647				9,647				66				9,713
Balance, June 30, 2017	39,225,717	$	388	$	739,476		$	(61,474	)		$	678,390			$	5,379			$	683,769
Balance, January 1, 2018	45,375,266	$	450	$	871,730		$	(69,018	)		$	803,162			$	6,618			$	809,780
Issuance of shares pursuant to Equity Incentive Plan	21,670	—		500			—				500				—				500
Issuance of shares, net of offering costs of $257	479,876	9		10,416			—				10,425				—				10,425
Amortization of share based compensation	—	—		86			—				86				1,777				1,863			Amortization of share based compensation		—			—			86		—		86		1,777		1,863
Dividends declared on common shares ($0.66 per share)	—	—		—			(30,294		)		(30,294		)		—				(30,294		)	Dividends declared on common shares ($0.66 per share)		—			—			—		(30,294)		(30,294)		—		(30,294)
Distributions declared on LTIP units ($0.66 per unit)	—	—		—			—				—				(601		)		(601		)	Distributions declared on LTIP units ($0.66 per unit)		—			—			—		—		—		(601)		(601)
Forfeited distributions declared on LTIP units	—	—		—			—				—				652				652			Forfeited distributions declared on LTIP units		—			—			—		—		—		652		652
Reallocation of noncontrolling interest	—	—		20			—				20				(20		)		—			Reallocation of noncontrolling interest		—			—			20		—		20		(20)		—
Net income	—	—		—			16,233				16,233				120				16,353			Net income		—			—			—		16,233		16,233		120		16,353
Balance, June 30, 2018	45,876,812	$	459	$	882,752		$	(83,079	)		$	800,132			$	8,546			$	808,678		Balance, June 30, 2018		45,876,812			$	459		$	882,752	$	(83,079)	$	800,132	$	8,546	$	808,678
Balance, January 1, 2019																						Balance, January 1, 2019		46,525,652			$	465		$	896,286	$	(99,285)	$	797,466	$	9,952	$	807,418
Issuance of shares pursuant to Equity Incentive Plan																						Issuance of shares pursuant to Equity Incentive Plan		27,870			—			500		—		500		—		500
Issuance of shares, net of offering costs of $201																						Issuance of shares, net of offering costs of $201		364,861			4			6,915		—		6,919		—		6,919

Amortization of share based compensation																						Amortization of share based compensation		—			—			31		—		31		2,041		2,072
Dividends declared on common shares ($0.66 per share)																						Dividends declared on common shares ($0.66 per share)		—			—			—		(30,814)		(30,814)		—		(30,814)
Distributions declared on LTIP units ($0.66 per unit)																						Distributions declared on LTIP units ($0.66 per unit)		—			—			—		—		—		(651)		(651)

Reallocation of noncontrolling interest																						Reallocation of noncontrolling interest		—			—			337		—		337		(337)		—
Net income																						Net income		—			—			—		11,050		11,050		103		11,153
Balance, June 30, 2019																						Balance, June 30, 2019		46,918,383			$	469		$	904,069	$	(119,049)	$	785,489	$	11,108	$	796,597



	June 30, 2018			December 31, 2017
Land and improvements	$	291,053		$	291,054
Building and improvements	1,146,714			1,140,477
Furniture, fixtures and equipment	65,780			63,443
Renovations in progress	16,998			13,262
	1,520,545			1,508,236
Less: accumulated depreciation	(211,974		)	(188,154		)
Investment in hotel properties, net	$	1,308,571		$	1,320,082


Collateral	Interest Rate		Maturity Date	6/30/18 Property Carrying Value		Balance Outstanding on Loan as of						Collateral	Interest Rate		Maturity Date	6/30/19 Property Carrying Value		Balance Outstanding on Loan as of
						June 30, 2018			December 31, 2017													June 30, 2019	December 31, 2018
Senior Unsecured Revolving Credit Facility⁽¹⁾	3.96	%	March 8, 2022	$	—	$	27,000		$	32,000		Senior Unsecured Revolving Credit Facility (1)	4.49	%	March 8, 2022	$	—	$	79,000	$	81,500

Residence Inn by Marriott New Rochelle, NY	5.75	%	September 1, 2021	18,785		13,563			13,762			Residence Inn by Marriott New Rochelle, NY	5.75	%	September 1, 2021	18,075		13,151		13,361
Residence Inn by Marriott San Diego, CA	4.66	%	February 6, 2023	46,524		28,179			28,469			Residence Inn by Marriott San Diego, CA	4.66	%	February 6, 2023	45,319		27,580		27,885
Homewood Suites by Hilton San Antonio, TX	4.59	%	February 6, 2023	31,647		16,086			16,253			Homewood Suites by Hilton San Antonio, TX	4.59	%	February 6, 2023	30,476		15,741		15,916
Residence Inn by Marriott Vienna, VA	4.49	%	February 6, 2023	30,172		22,017			22,251			Residence Inn by Marriott Vienna, VA	4.49	%	February 6, 2023	32,435		21,538		21,782
Courtyard by Marriott Houston, TX	4.19	%	May 6, 2023	31,999		18,177			18,375			Courtyard by Marriott Houston, TX	4.19	%	May 6, 2023	31,610		17,768		17,976
Hyatt Place Pittsburgh, PA	4.65	%	July 6, 2023	36,066		22,214			22,437			Hyatt Place Pittsburgh, PA	4.65	%	July 6, 2023	35,294		21,756		21,989
Residence Inn by Marriott Bellevue, WA	4.97	%	December 6, 2023	66,568		45,073			45,462			Residence Inn by Marriott Bellevue, WA	4.97	%	December 6, 2023	64,920		44,270		44,680
Residence Inn by Marriott Garden Grove, CA	4.79	%	April 6, 2024	37,852		32,891			33,160			Residence Inn by Marriott Garden Grove, CA	4.79	%	April 6, 2024	38,171		32,338		32,620
Residence Inn by Marriott Silicon Valley I, CA	4.64	%	July 1, 2024	78,125		64,800			64,800			Residence Inn by Marriott Silicon Valley I, CA	4.64	%	July 1, 2024	81,038		64,800		64,800
Residence Inn by Marriott Silicon Valley II, CA	4.64	%	July 1, 2024	85,477		70,700			70,700			Residence Inn by Marriott Silicon Valley II, CA	4.64	%	July 1, 2024	82,767		70,700		70,700
Residence Inn by Marriott San Mateo, CA	4.64	%	July 1, 2024	61,958		48,600			48,600			Residence Inn by Marriott San Mateo, CA	4.64	%	July 1, 2024	63,554		48,600		48,600
Residence Inn by Marriott Mountain View, CA	4.64	%	July 6, 2024	56,267		37,900			37,900			Residence Inn by Marriott Mountain View, CA	4.64	%	July 6, 2024	54,140		37,900		37,900
SpringHill Suites by Marriott Savannah, GA	4.62	%	July 6, 2024	35,942		30,000			30,000			SpringHill Suites by Marriott Savannah, GA	4.62	%	July 6, 2024	35,224		30,000		30,000
Hilton Garden Inn Marina del Rey, CA	4.68	%	July 6, 2024	41,297		21,559			21,760			Hilton Garden Inn Marina del Rey, CA	4.68	%	July 6, 2024	39,818		21,145		21,355
Homewood Suites by Hilton Billerica, MA	4.32	%	December 6, 2024	14,798		16,095			16,225			Homewood Suites by Hilton Billerica, MA	4.32	%	December 6, 2024	14,464		15,829		15,965

Hampton Inn & Suites Houston Medical Center, TX	4.25	%	January 6, 2025	14,879		18,175			18,300			Hampton Inn & Suites Houston Medical Center, TX	4.25	%	January 6, 2025	15,687		17,872		18,026

Total debt before unamortized debt issue costs				$	688,356	$	533,029		$	540,454		Total debt before unamortized debt issue costs				$	682,992	$	579,988	$	585,055
Unamortized mortgage debt issue costs						(1,957		)	(2,138		)	Unamortized mortgage debt issue costs						(1,585)		(1,773)
Total debt outstanding						$	531,072		$	538,316		Total debt outstanding						$	578,403	$	583,282


~~(1)~~	The interest rate for the senior unsecured revolving credit facility is variable and based on either LIBOR plus an applicable margin ranging from 1.55% to 2.3%, or prime plus an applicable margin of 0.55% to 1.3%.



	Amount
2018 (remaining six months)	$	2,610
2019	6,992
2020	9,536
2021	21,945
2022	36,954
2023	142,509
Thereafter	312,483
Total debt before unamortized debt issue costs	$	533,029
Unamortized mortgage debt issue costs	(1,957		)
Total debt outstanding	$	531,072



	Record Date	Payment Date	Common share distribution amount		LTIP unit distribution amount
January	1/31/2018	2/23/2018	$	0.11	$	0.11
February	2/28/2018	3/30/2018	0.11		0.11
March	3/29/2018	4/27/2018	0.11		0.11
1st Quarter 2018			$	0.33	$	0.33

April	4/30/2018	5/25/2018	$	0.11	$	0.11
May	5/31/2018	6/29/2018	0.11		0.11
June	6/29/2018	7/27/2018	0.11		$	0.11
2nd Quarter 2018			$	0.33	$	0.33

Total 2018			$	0.66	$	0.66


	Grant Date	Number of Units Granted	Estimated Value Per Unit	Volatility	Dividend Yield	Risk Free Interest Rate		Grant Date	Number of Units Granted	Estimated Value Per Unit	Volatility	Dividend Yield	Risk Free Interest Rate
Outperformance Plan LTIP Unit Awards	6/1/2015	183,300	$14.13	26%	4.5%	0.95%	Outperformance Plan LTIP Unit Awards	6/1/2015	183,300	$14.13	26%	4.5%	0.95%
2016 Time-Based LTIP Unit Awards	1/28/2016	72,966	$16.69	28%	—%	0.79%	2016 Time-Based LTIP Unit Awards	1/28/2016	72,966	$16.69	28%	—%	0.79%
2016 Performance-Based LTIP Unit Awards	1/28/2016	39,285	$11.09	30%	5.8%	1.13%	2016 Performance-Based LTIP Unit Awards	1/28/2016	39,285	$11.09	30%	5.8%	1.13%
2017 Time-Based LTIP Unit Awards	3/1/2017	89,574	$18.53	24%	—%	0.92%	2017 Time-Based LTIP Unit Awards	3/1/2017	89,574	$18.53	24%	—%	0.92%
2017 Performance-Based LTIP Unit Awards	3/1/2017	134,348	$19.65	25%	5.8%	1.47%	2017 Performance-Based LTIP Unit Awards	3/1/2017	134,348	$19.65	25%	5.8%	1.47%
2018 Time-Based LTIP Unit Awards	3/1/2018	97,968	$16.83	26%	—%	2.07%	2018 Time-Based LTIP Unit Awards	3/1/2018	97,968	$16.83	26%	—%	2.07%
2018 Performance-Based LTIP Unit Awards	3/1/2018	146,949	$17.02	26%	6.2%	2.37%	2018 Performance-Based LTIP Unit Awards	3/1/2018	146,949	$17.02	26%	6.2%	2.37%
2019 Time-Based LTIP Unit Awards							2019 Time-Based LTIP Unit Awards	3/1/2019	88,746	$18.45	21%	—%	2.57%
2019 Performance-Based LTIP Unit Awards							2019 Performance-Based LTIP Unit Awards	3/1/2019	133,107	$18.91	21%	6.2%	2.55%



Maryland						27-1200777



	Other Leases⁽¹⁾		Office Lease
	Amount
2018 (remaining six months)	$	635	$	389
2019	1,273		792
2020	1,320		812
2021	1,326		832
2022	1,329		853
2023	1,332		873
Thereafter	69,225		2,436
Total	$	76,440	$	6,987



	For the three months ended
	June 30, 2018		June 30, 2017		% Change
Room	$	78,274	$	72,801	7.5	%
Food and beverage	2,212		1,473		50.2	%
Other	3,527		2,967		18.9	%
Cost reimbursements from unconsolidated real estate entities	2,577		2,402		7.3	%
Total revenue	$	86,590	$	79,643	8.7	%



	For the three months ended June 30,
	2018						2017						Percentage Change
	Same Property (40 hotels)			Actual (40 hotels)			Same Property (40 hotels)			Actual (38 hotels)			Same Property (40 hotels)		Actual (40/38 hotels)
Occupancy	83.1		%	83.1		%	82.9		%	82.8		%	0.2	%	0.4	%
ADR	$	171.89		$	171.89		$	170.90		$	169.06		0.6	%	1.7	%
RevPAR	$	142.88		$	142.88		$	141.70		$	140.06		0.8	%	2.0	%


	Payments Due by Period
Contractual Obligations	Total		Less Than One Year		One to Three Years		Three to Five Years		More Than Five Years
Corporate office lease (1)	$	6,205	$	399	$	1,643	$	1,727	$	2,436
Revolving credit facility, including interest (2)	91,669		3,804		8,120		79,745		—
Ground leases	74,042		585		2,434		2,438		68,585
Property loans, including interest (2)	598,101		25,196		78,109		174,647		320,149
Total	$	770,017	$	29,984	$	90,306	$	258,557	$	391,170


~~(2)~~	Does not reflect paydowns or additional borrowings under the senior unsecured revolving credit facility after June 30, 2018. Interest payments are based on the interest rate in effect as of June 30, 2018. See Note 6, “Debt” to our unaudited consolidated financial statements for additional information relating to our property loans.



Exhibit Number		Description of Exhibit


3.1		Articles of Amendment and Restatement of Chatham Lodging Trust ⁽¹⁾

3.2		Second Amended and Restated Bylaws of Chatham Lodging Trust⁽²⁾

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to ~~Section 302~~Section302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to ~~Section 302~~Section302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to ~~Section 906~~Section906 of the Sarbanes-Oxley Act of 2002

~~101.INS~~	~~XBRL Instance Document~~

~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~



*101.INS						The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive date file because its XBRL tags are embedded within the inline XBRL document.


			CHATHAM LODGING TRUST

Dated:		July 31, 2019	~~CHATHAM LODGING TRUST~~

~~Dated:~~	~~August 1, 2018~~	By: /s/ JEREMY B. WEGNER
			Jeremy B. Wegner
			Senior Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer and duly authorized officer of the registrant)

Furnished herewith. Such certification shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016 (File No. 001-34693).

Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on April 21, 2015 (File No. 001-34693).