Chatham Lodging Trust

Previous wording

At September 30, 2024, our leverage ratio was 24.3% 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. Over the past several years, we have maintained a leverage ratio between the mid 20s and the low 50s. As of September 30, 2024, we have total debt of $438.5 million at a weighted-average interest rate of approximately 6.8%.

Current wording

At March 31, 2025, our leverage ratio was 22.3% 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. Over the past several years, we have maintained a leverage ratio between the low 20s and the low 50s. As of March 31, 2025, we have total debt of $383.2 million at a weighted-average interest rate of approximately 6.43%.

Previous wording

Smith Travel Research reported that U.S. lodging industry RevPAR increased 0.9% for the three months ended September 30, 2024, with RevPAR flat in July 2024, up 3.9% in August 2024 and down 1.3% in September 2024. We expect that over the remainder of 2024, lodging industry RevPAR will increase modestly.

Current wording

Smith Travel Research reported that U.S. lodging industry RevPAR increased 2.2% for the three months ended March 31, 2025, with RevPAR up 4.5% in January 2025, up 1.9% in February 2025 and up 0.8% in March 2025. RevPAR growth slowed starting in March 2025 and we believe there is a reasonable amount of uncertainty around industry performance for the remainder of 2025.

Previous wording

Results of operations for the three months ended September 30, 2024 include the operating activities of the hotels we owned during the period. We sold one hotel located in Denver, CO on January 9, 2024 and acquired one hotel located in Phoenix, AZ on May 30, 2024. The changes in results described below were driven primarily by the continued recovery of business travel following the COVID-19 pandemic, the sale of one hotel, the acquisition of one hotel, and inflationary cost pressures.

Current wording

Results of operations for the three months ended March 31, 2025 include the operating activities of the hotels we owned during the period. We sold one hotel located in Denver, CO on January 9, 2024, sold one hotel located in Maitland, FL on December 6, 2024, sold one hotel located in Bloomington, MN on December 16, 2024, sold one hotel located in Brentwood, TN on January 30, 2025, and sold one hotel located in Houston, TX on March 17, 2025. We acquired one hotel located in Phoenix, AZ on May 30, 2024. The changes in results described below were driven primarily by the continued recovery of business travel following the COVID-19 pandemic, the sales of five hotels, the acquisition of one hotel and inflationary cost pressures.

Previous wording

Total revenue was $87.2 million for the three months ended September 30, 2024, up $0.5 million compared to total revenue of $86.7 million for the corresponding 2023 period. The increase in total revenue primarily was related to the 1.3% increase in same property RevPAR. One hotel owned during the three months ended September 30, 2024, which was not owned during the three months ended September 30, 2023, contributed $1.4 million of revenue during the three months ended September 30, 2024. This was offset by the decrease in revenue from the sale of one hotel that contributed $0 in room revenue for the three months ended September 30, 2024, down $2.1 million from the $2.1 million that hotel contributed for the corresponding 2023 period. 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 92.0% and 92.1% of total revenue for the three months ended September 30, 2024 and 2023, respectively.

Current wording

Total revenue was $68.6 million for the three months ended March 31, 2025, up $0.2 million compared to total revenue of $68.4 million for the corresponding 2024 period. The increase in total revenue primarily was related to the 3.8% increase in same property RevPAR. One hotel owned during the three months ended March 31, 2025, which was not owned during the three months ended March 31, 2024, contributed $2.8 million of revenue during the three months ended March 31, 2025. This was offset by the decrease in revenue from the sales of five hotels that contributed $1.3 million in room revenue for the three months ended March 31, 2025, down $3.8 million from the $5.1 million that the sold hotels contributed for the corresponding 2024 period. 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 90.9% and 91.3% of total revenue for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Food and beverage revenue was $1.8 million for the three months ended September 30, 2024, down $0.2 million compared to $2.0 million for the corresponding 2023 period. The decline in food and beverage revenue was related to the sale of one hotel.

Current wording

Food and beverage revenue was $1.7 million for the three months ended March 31, 2025, down $(0.1) million compared to $1.8 million for the corresponding 2024 period.

Previous wording

Other operating revenue is comprised of parking, meeting room, gift shop, in-room movie and other ancillary amenities revenue. Other operating revenue was $4.8 million and $4.6 million for the three months ended September 30, 2024 and 2023, respectively. The increase in other operating revenue primarily was related to increases in revenue from parking.

Current wording

Other operating revenue is comprised of parking, meeting room, gift shop, in-room movie and other ancillary amenities revenue. Other operating revenue was $4.3 million and $3.8 million for the three months ended March 31, 2025 and 2024, respectively. The increase in other operating revenue primarily was related to increases in revenue from parking.

Previous wording

For the three months ended September 30, 2024 same property RevPAR increased 1.3% due to an increase in ADR of 1.3% and no change in occupancy. Same property RevPAR increased 0.2% in July 2024, increased 0.3% in August 2024, and increased 3.4% in September 2024. Same property RevPAR was $154.72 in July 2024, $143.59 in August 2024, and $151.16 in September 2024.

Current wording

For the three months ended March 31, 2025 same property RevPAR increased 3.8% due to an increase in occupancy of 4.0% and a decrease in ADR of (0.2)%. Same property RevPAR increased 5.4% in January 2025, increased 7.4% in February 2025, and decreased (0.1)% in March 2025. Same property RevPAR was $107.54 in January 2025, $131.21 in February 2025 and $142.55 in March 2025.

Previous wording

Hotel operating expenses increased $5.2 million to $136.7 million for the nine months ended September 30, 2024 from $131.5 million for the nine months ended September 30, 2023. The increase in hotel operating expenses was related to the increase in revenues and occupancy caused by the continued recovery of business travel following the COVID-19 pandemic, increases in staffing levels, wage and benefit costs, insurance costs, and inflation. The one hotel acquired during the nine months ended September 30, 2024, which was not owned during the nine months ended September 30, 2023, contributed $1.2 million of operating expenses during the nine months ended September 30, 2024. The increase was partially offset by the sale of one hotel during the first quarter of 2024 that contributed $0.2 million of operating expenses during the nine months ended September 30, 2024, down $3.2 million from the $3.4 million the sold hotel contributed during the nine months ended September 30, 2023.

Current wording

Hotel operating expenses remained flat at $41.8 million for the three months ended March 31, 2025 and 2024. One hotel owned during the three months ended March 31, 2025, which was not owned during the three months ended March 31, 2024, contributed $1.2 million of operating expenses during the three months ended March 31, 2025. This was offset by the decrease in operating expenses from the sales of five hotels that contributed $0.9 million in operating expenses for the three months ended March 31, 2025, down $2.5 million from the $3.4 million that the sold hotels contributed for the corresponding 2024 period. The remaining change in operating expenses was related to an increase in same property occupancies and revenues at our hotels due to the continued recovery of business travel following the COVID-19 pandemic, increased staffing levels, wage and benefit costs, and inflation.

Previous wording

Room expenses, which are the most significant component of hotel operating expenses, increased $3.2 million from $45.9 million for the nine months ended September 30, 2023 to $49.1 million for the nine months ended September 30, 2024. The increase in room expenses was related to an increase in occupancies and revenues at our hotels due to the continued recovery of business travel following the COVID-19 pandemic, increased staffing levels, wage and benefit costs, and inflation.

Current wording

Room expenses, which are the most significant component of hotel operating expenses, decreased $(0.3) million from $15.1 million for the three months ended March 31, 2024 to $14.8 million for the three months ended March 31, 2025. The decrease in room expenses was related primarily to the decrease in costs from the sales of five hotels, partially offset by the increase in costs from the acquisition of one hotel and an increase in costs related to the increase in same property occupancies and revenues at our hotels.

Previous wording

The remaining hotel operating expenses increased $0.8 million, from $30.4 million for the three months ended September 30, 2023 to $31.2 million for the three months ended September 30, 2024. The increase in other remaining expenses primarily was related to increases in insurance and utilities costs.

Current wording

The remaining hotel operating expenses increased $0.3 million, from $26.7 million for the three months ended March 31, 2024 to $27.0 million for the three months ended March 31, 2025. The increase in other remaining expenses primarily was related to increases in advertising and promotions costs.

Previous wording

Total property taxes, ground rent and insurance expenses increased $0.5 million from $6.0 million for the three months ended September 30, 2023 to $6.5 million for the three months ended September 30, 2024. The increase was primarily related to increases in property tax assessments and an increase in insurance costs.

Current wording

Total property taxes, ground rent and insurance expenses increased $0.4 million from $5.3 million for the three months ended March 31, 2024 to $5.7 million for the three months ended March 31, 2025. The increase was primarily related to increases in property tax assessments.

Previous wording

General and administrative expenses principally consist of employee-related costs, including base payroll, bonuses and amortization of restricted stock and awards of long-term incentive plan units. These expenses also include corporate operating costs, professional fees and trustees’ fees. Total general and administrative expenses (excluding amortization of stock based compensation of $1.7 million and $1.6 million for the three months ended September 30, 2024 and 2023, respectively) was $2.7 million for the three months ended September 30, 2024 versus $2.6 million for the three months ended September 30, 2023.

Current wording

General and administrative expenses principally consist of employee-related costs, including base payroll, bonuses and amortization of restricted stock and awards of long-term incentive plan units ("LTIP units"). These expenses also include corporate operating costs, professional fees and trustees’ fees. Total general and administrative expenses (excluding amortization of stock based compensation of $1.6 million and $1.6 million for the three months ended March 31, 2025 and 2024, respectively) was $3.0 million for the three months ended March 31, 2025 versus $3.0 million for the three months ended March 31, 2024.

Previous wording

Reimbursable costs from related parties, comprised of corporate payroll and rent costs were $0.3 million and $0.3 million for the three months ended September 30, 2024 and 2023, respectively. The cost reimbursements were offset by the cost reimbursements from related parties included in revenues.

Current wording

Reimbursable costs from related parties, comprised of shared office expenses and rent, were $0.3 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively. The cost reimbursements were offset by the cost reimbursements from related parties included in revenues.

Previous wording

Interest on cash and cash equivalents and other income decreased $0.4 million from $0.5 million for the three months ended September 30, 2023 to $0.1 million for the three months ended September 30, 2024. The decrease was due to lower cash balances during the three months ended September 30, 2024.

Current wording

Interest on cash and cash equivalents and other income decreased $(0.7) million from $0.8 million for the three months ended March 31, 2024 to $0.1 million for the three months ended March 31, 2025. The decrease was due to lower cash balances during the three months ended March 31, 2025.

Previous wording

Interest expense increased $1.5 million from $6.8 million for the three months ended September 30, 2023 to $8.3 million for the three months ended September 30, 2024 and is comprised of the following (dollars in thousands):

Current wording

Interest expense decreased $0.4 million from $7.3 million for the three months ended March 31, 2024 to $6.9 million for the three months ended March 31, 2025 and is comprised of the following (dollars in thousands):

Previous wording

Income tax expense remained unchanged at zero for the three months ended September 30, 2024 and 2023. We are subject to income taxes based on the taxable income of our TRS Lessees at a combined federal and state tax rate of approximately 25%. The Company’s TRS has generated taxable losses over the last three years and recognizes afull valuation allowance equal to 100% of the gross deferred tax assets due to the uncertainty of the TRS's ability to utilize these deferred tax assets.

Current wording

Income tax expense remained unchanged at zero for the three months ended March 31, 2025 and 2024. We are subject to income taxes based on the taxable income of our TRS Lessees at a combined federal and state tax rate of approximately 25%. The Company’s TRS continues to have cumulative three-year taxable losses and recognizes a full valuation allowance equal to 100% of the gross deferred tax assets due to the uncertainty of the TRS's ability to utilize these deferred tax assets.

Previous wording

Net income was $4.3 million for the three months ended September 30, 2024, compared to net income of $7.5 million for the three months ended September 30, 2023. The change in net income was primarily due to the factors discussed above.

Current wording

Net income was $1.5 million for the three months ended March 31, 2025, compared to net loss of $(5.5) million for the three months ended March 31, 2024. The change in net income (loss) was primarily due to the factors discussed above.

Previous wording

The following is a reconciliation of net income to FFO and Adjusted FFO for the three and nine months ended September 30, 2024 and 2023 (in thousands, except share data):

Current wording

The following is a reconciliation of net income (loss) to FFO and Adjusted FFO for the three months ended March 31, 2025 and 2024 (in thousands, except share data):

Previous wording

The following is a reconciliation of net income to EBITDA, EBITDAre and Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Current wording

The following is a reconciliation of net income (loss) to EBITDA, EBITDAre and Adjusted EBITDA for the three months ended March 31, 2025 and 2024 (in thousands):

Previous wording

The following is a presentation of, and a reconciliation of net income to, Adjusted Hotel EBITDA for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Current wording

The following is a presentation of, and a reconciliation of net income (loss) to, Adjusted Hotel EBITDA for the three months ended March 31, 2025 and 2024 (in thousands):

Previous wording

Although we present FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA because we believe they are useful to investors in comparing our operating performance between periods and between REITs that report similar measures, these measures have limitations as analytical tools. Some of these limitations are:

Current wording

Although we present FFO, Adjusted FFO, EBITDA, EBITDA*re,*Adjusted EBITDA and Adjusted Hotel EBITDA because we believe they are useful to investors in comparing our operating performance between periods and between REITs that report similar measures, these measures have limitations as analytical tools. Some of these limitations are:

Previous wording

In addition, FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not represent cash generated from operating activities as determined by GAAP and should not be considered as alternatives to net income or loss, cash flows from operations or any other operating performance measure prescribed by GAAP. FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA are not measures of our liquidity. Because of these limitations, FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA only supplementally. Our consolidated financial statements and the notes to those statements included elsewhere are prepared in accordance with GAAP.

Current wording

In addition, FFO, Adjusted FFO, EBITDA, EBITDA*re,Adjusted EBITDA and Adjusted Hotel EBITDA do not represent cash generated from operating activities as determined by GAAP and should not be considered as alternatives to net income or loss, cash flows from operations or any other operating performance measure prescribed by GAAP. FFO, Adjusted FFO, EBITDA, EBITDAre,Adjusted EBITDA and Adjusted Hotel EBITDA are not measures of our liquidity. Because of these limitations, FFO, Adjusted FFO, EBITDA, EBITDAre,Adjusted EBITDA and Adjusted Hotel EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using FFO, Adjusted FFO, EBITDA, EBITDAre,*Adjusted EBITDA and Adjusted Hotel EBITDA only supplementally. Our consolidated financial statements and the notes to those statements included elsewhere are prepared in accordance with GAAP.

Previous wording

Cash, cash equivalents, and restricted cash totaled $28.8 million as of September 30, 2024, a decrease of $56.9 million from December 31, 2023, primarily due to net cash provided by operating activities of $60.9 million, net cash used in investing activities of $52.1 million, and net cash used in financing activities of $65.7 million.

Current wording

Cash, cash equivalents, and restricted cash totaled $25.2 million as of March 31, 2025, a decrease of $4.7 million from December 31, 2024, primarily due to net cash provided by operating activities of $4.2 million, net cash provided by investing activities of $22.8 million, and net cash used in financing activities of $(31.6) million.

Previous wording

Net cash flows provided by operating activities decreased $5.4 million to $60.9 million during the nine months ended September 30, 2024 compared to $66.3 million during the nine months ended September 30, 2023. The decrease in cash from operating activities was primarily due to higher interest expense and higher operating costs, partially offset by improving revenue from our hotels which generated same property RevPAR growth of 2.1% during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Current wording

Net cash flows provided by operating activities decreased $2.7 million to $4.2 million during the three months ended March 31, 2025 compared to $6.9 million during the three months ended March 31, 2024. The decrease in cash from operating activities was primarily due to the sales of five hotels, partially offset by improving revenue from our hotels which generated same property RevPAR growth of 3.8% during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Previous wording

Net cash flows used in investing activities increased $30.7 million to $(52.1) million during the nine months ended September 30, 2024 compared to $(21.4) million during the nine months ended September 30, 2023. For the nine months ended September 30, 2024, net cash flows used in investing activities of $(52.1) million consisted of $24.9 million related to capital improvements on our hotels, $43.7 million related to the acquisition of one hotel, and $0.7 million of payments of franchise application costs, partially offset by $17.2 million in net proceeds related to the sale of one hotel. For the nine months ended September 30, 2023, net cash flows used in investing activities of $(21.4) million consisted of $21.4 million related to capital improvements on our hotels during the period.

Current wording

Net cash flows provided by investing activities increased $16.5 million to $22.8 million during the three months ended March 31, 2025 compared to $6.3 million during the three months ended March 31, 2024. For the three months ended March 31, 2025, net cash flows provided by investing activities of $22.8 million consisted of $29.9 million in net proceeds related to the sales of two hotels, partially offset by $(7.1) million related to capital improvements on our hotels. For the three months ended March 31, 2024, net cash flows provided by investing activities of $6.3 million consisted of $17.2 million in net proceeds related to the sale of one hotel, partially offset by $(10.3) million related to capital improvements on our hotels and $(0.5) million of payments of franchise application costs.

Previous wording

We expect to invest approximately $11.9 million on renovations, discretionary and emergency expenditures on our existing hotels during the remainder of 2024, including improvements required under any brand PIP.

Current wording

We expect to invest approximately $18.6 million on renovations, discretionary and emergency expenditures on our existing hotels during the remainder of 2025, including improvements required under any brand PIP.

Previous wording

Net cash flows used in financing activities increased $65.6 million to $(65.7) million during the nine months ended September 30, 2024 compared to $(0.1) million during the nine months ended September 30, 2023. For the nine months ended September 30, 2024, net cash flows used in financing activities of $(65.7) million were comprised of the repayment of mortgage debt of $282.9 million, distributions to common share and unit holders of $10.8 million, distributions on preferred shares of $6.0 million, payments of financing costs of $1.1 million, and payments of offering costs on common shares of $0.3 million, partially offset by net borrowings on our revolving credit facility of $125.0 million, borrowings on our unsecured term loan of $50.0 million, and proceeds from the issuance of mortgage debt of $60.3 million. For the nine months ended September 30, 2023, net cash flows used in financing activities of $(0.1) million were comprised of the repayment of our construction loan of $39.3 million, principal payments on mortgage debt of $116.1 million, distributions to common share and unit holders of $10.7 million, distributions on preferred shares of $6.0 million, and payments of deferred financing costs of $1.0 million, partially offset by borrowings on our unsecured term loan of $90.0 million and proceeds from the issuance of five new mortgage loans of $82.9 million.

Current wording

Net cash flows used in financing activities increased $24.1 million to $(31.6) million during the three months ended March 31, 2025 compared to $(7.5) million during the three months ended March 31, 2024. For the three months ended March 31, 2025, net cash flows used in financing activities of $(31.6) million were comprised of the repayment of mortgage debt of $16.0 million, net repayments on our revolving credit facility of $10.0 million, distributions to common share and LTIP unit holders of $3.7 million and distributions on preferred shares of $2.0 million. For the three months ended March 31, 2024, net cash flows used in financing activities of $(7.5) million were comprised of the repayment of principal payments on mortgage debt of $1.6 million, distributions to common share and LTIP unit holders of $3.6 million, distributions on preferred shares of $2.0 million and payments of offering costs on common shares of $0.2 million.

Previous wording

We declared total dividends of $0.21 and $0.21 per common share and LTIP unit for the nine months ended September 30, 2024 and 2023, respectively. We declared total dividends of $1.24218 and $1.24218 per Series A preferred share for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

We declared total dividends of $0.09 and $0.07 per common share and LTIP unit for the three months ended March 31, 2025 and 2024, respectively. We declared total dividends of $0.41406 and $0.41406 per Series A preferred share for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

At September 30, 2024, our leverage ratio was approximately 24.3% 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. Over the past several years, we have maintained a leverage ratio between the mid 20s and the low 50s. At September 30, 2024, we had total debt of $438.5 million at an average interest rate of approximately 6.8%.

Current wording

At March 31, 2025, our leverage ratio was approximately 22.3% 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. Over the past several years, we have maintained a leverage ratio between the low 20s and the low 50s. At March 31, 2025, we had total debt of $383.2 million at an average interest rate of approximately 6.43%.

Previous wording

At September 30, 2024 and December 31, 2023, we had $125.0 million and $0, respectively, in outstanding borrowings under our $260.0 million revolving credit facility. We had $140.0 million and $90.0 million in outstanding borrowings under our unsecured term loan at September 30, 2024 and December 31, 2023, respectively.

Current wording

At March 31, 2025 and December 31, 2024, we had $100.0 million and $110.0, respectively, in outstanding borrowings under our $260.0 million revolving credit facility. We had $140.0 million and $140.0 million in outstanding borrowings under our unsecured term loan at March 31, 2025 and December 31, 2024, respectively.

Previous wording

In December 2017, we established a $50.0 million dividend reinvestment and stock purchase plan (the "DRSPP") which renewed in December 2020 and renewed again in January 2024. Under the DRSPP, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on common shares. Shareholders may also make optional cash purchases of common shares subject to certain limitations detailed in the prospectuses for the DRSPP. During the three months ended September 30, 2024, the Company issued 1,640 common shares under the DRSPP at a weighted-average price per share of $8.45, which generated $14 thousand of proceeds. During the nine months ended September 30, 2024, the Company issued 4,392 common shares under the DRSPP at a weighted-average price of $9.25, which generated $41 thousand of proceeds. As of September 30, 2024, there was approximately $50.0 million in common shares available for issuance under the DRSPP.

Current wording

In December 2017, we established a $50.0 million dividend reinvestment and stock purchase plan (the "DRSPP") which renewed in December 2020 and renewed again in January 2024. Under the DRSPP, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on common shares. Shareholders may also make optional cash purchases of common shares subject to certain limitations detailed in the prospectuses for the DRSPP. During the three months ended March 31, 2025, the Company issued 1,282 common shares under the DRSPP at a weighted-average price per share of $8.46, which generated $11 thousand of proceeds. As of March 31, 2025, there was approximately $49.9 million in common shares available for issuance under the DRSPP.

Previous wording

In January 2021, we established an "at-the-market" equity offering program (the "ATM Program") whereby, from time to time, we may publicly offer and sell our common shares having an aggregate maximum offering price up to $100.0 million 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, as amended. Cantor Fitzgerald & Co., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities act as sales agents under the ATM Program. The Company did not issue any shares under the ATM Program during the three and nine months ended September 30, 2024. As of September 30, 2024, there was approximately $77.5 million in common shares available for issuance under the ATM Program.

Current wording

In January 2021, we established an "at-the-market" equity offering program (the "ATM Program") whereby, from time to time, we may publicly offer and sell our common shares having an aggregate maximum offering price up to $100.0 million 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, as amended. Cantor Fitzgerald & Co., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities act as sales agents under the ATM Program. The Company did not issue any shares under the ATM Program during the three months ended March 31, 2025. As of March 31, 2025, there was approximately $77.5 million in common shares available for issuance under the ATM Program.

Previous wording

We expect to meet our short-term liquidity requirements generally through existing cash balances and availability under our credit facility. We believe that our existing cash balances and availability under our credit facility will be adequate to fund operating obligations, pay interest on any borrowings and fund dividends in accordance with the requirements for qualification as a REIT under the Code. We expect to meet our long-term liquidity requirements, such as hotel property acquisitions and debt maturities or repayments through additional long-term secured and unsecured borrowings, the issuance of additional equity or debt securities or the possible sale of existing assets.

Current wording

We expect to meet our short-term liquidity requirements generally through existing cash balances and availability under our credit facility. We believe that our existing cash balances and availability under our credit facility will be adequate to fund operating obligations, pay interest on any borrowings and fund dividends in accordance with the requirements for qualification as a REIT under the Code. We expect to meet our long-term liquidity requirements, such as hotel property acquisitions and development, and debt maturities or repayments through additional long-term secured and unsecured borrowings, the issuance of additional equity or debt securities or the possible sale of existing assets.

Previous wording

Our common share dividend policy has been to distribute, annually, approximately 100% of our annual taxable income. During the nine months ended September 30, 2024, the Company declared total common share dividends of $0.21 per share and distributions on LTIP units of $0.21 per unit. We plan to pay dividends required to maintain REIT status. The amount of any dividend is determined by our Board of Trustees.

Current wording

Our dividend policy for common shares has been to distribute, annually, approximately 100% of our annual taxable income. During the three months ended March 31, 2025, the Company declared total dividends on common shares of $0.09 per share and distributions on LTIP units of $0.09 per unit. We plan to pay dividends required to maintain REIT status. The amount of any dividend is determined by our Board of Trustees.

Previous wording

Chatham declared dividends of $1.24218 per share of 6.625% Series A Cumulative Redeemable Preferred Shares during the nine months ended September 30, 2024.

Current wording

Chatham declared dividends of $0.41406 per share of 6.625% Series A Cumulative Redeemable Preferred Shares during the three months ended March 31, 2025.