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Chatham Lodging Trust(CLDT) - 2021 Q4 - Annual Report

Company Overview - As of December 31, 2021, the company owned 41 hotels with a total of 6,169 rooms located in 16 states and the District of Columbia[22]. - The company primarily invests in upscale extended-stay hotels and premium-branded select-service hotels, focusing on the 25 largest metropolitan markets in the U.S.[29]. - The company is internally managed and has a management agreement with Island Hospitality Management Inc. for day-to-day operations of its hotels[24]. - As of December 31, 2021, all 41 hotels are managed by a single management company, increasing operational risk concentration[89]. Financial Performance - The company's leverage ratio was approximately 30.6% as of December 31, 2021, down from 35.8% at December 31, 2020[30]. - The company anticipates lower revenue and operating income in the first and fourth quarters, with higher performance expected in the second and third quarters[33]. - Management fees totaled approximately $7.2 million, $5.3 million, and $10.8 million for the years ended December 31, 2021, 2020, and 2019, respectively[48]. - Franchise and marketing/program fees totaled approximately $16.6 million, $11.6 million, and $25.9 million for the years ended December 31, 2021, 2020, and 2019, respectively[50]. - The company has suspended dividends during the first quarter of 2020 and continued this suspension through 2021 due to reduced cash flows[80]. - Future growth is contingent on obtaining new financing, as the company must distribute at least 90% of its REIT taxable income each year[85]. - The company is required to distribute at least 90% of its REIT taxable income to shareholders, which may be impacted by downturns in operating results or unexpected capital improvements[95]. - The company’s ability to make distributions may be adversely affected by unanticipated expenses and decreases in asset values[205]. Investment Strategy - The company plans to maintain a prudent capital structure, financing growth with free cash flow, debt, and issuances of common shares and/or preferred shares[30]. - The company employs value-added strategies such as re-branding and renovating to increase the operating results and values of acquired hotels[29]. - The company operates under franchise agreements, which may expose it to risks associated with concentrating hotel properties in specific brands[91]. - The company is developing a hotel in Los Angeles, facing risks such as construction delays, cost overruns, and environmental issues[118]. Regulatory and Compliance Risks - The company elected to be taxed as a REIT for federal income tax purposes, requiring a distribution of at least 90% of REIT taxable income[41]. - The company must meet various complex requirements under the Internal Revenue Code to maintain its REIT status[41]. - The company is currently undergoing tax examinations by the IRS and the State of New Hampshire for prior tax years, which could materially impact financial results[42]. - Compliance with environmental regulations may require additional capital investments, impacting financial performance[151]. - The company may incur additional costs to comply with the Americans with Disabilities Act (ADA) during acquisitions and in the future, potentially affecting financial results[158]. Market and Economic Conditions - The COVID-19 pandemic has significantly impacted the U.S. lodging industry, leading to reduced occupancy rates at some hotels[76]. - The lodging industry is sensitive to economic conditions, and declines in corporate budgets or consumer demand could lower revenues and profitability of hotel properties[120]. - The performance of the lodging industry is closely linked to U.S. GDP growth and discretionary spending levels, which could impact the company's business strategy[119]. - Increased operating expenses and competition from new hotels could reduce hotel revenues, affecting cash available for distribution to shareholders[98]. Environmental and Operational Risks - Environmental regulations may impose liabilities for hazardous substances, potentially exceeding the value of the property[37]. - The company requires a Phase I environmental site assessment prior to investment, but these assessments may not uncover all hazardous substances[40]. - The presence of hazardous substances may adversely affect the company's ability to sell real estate or borrow funds[37]. - The presence of harmful mold in hotel properties could lead to liability and costly remediation efforts[167]. - Climate change poses risks such as severe weather events and increased operating costs, which could materially affect hotel operations and financial results[150]. Competition and Market Dynamics - The company faces competition from institutional investors and other REITs, which may affect occupancy rates and revenue per available room (RevPAR)[32]. - Competition for acquisitions may limit the number of hotel properties that can be acquired, potentially increasing costs and reducing profitability[125]. - The cyclical nature of the lodging industry can lead to returns that are substantially below expectations, particularly during economic downturns[127]. - Increased use of Internet travel intermediaries and alternative lodging marketplaces could reduce demand for conventional hotel rooms, impacting profitability[134]. Risk Management - The company faces risks related to potential increases in property taxes, which could adversely affect shareholder distributions[71]. - The ongoing need for capital expenditures at hotel properties may negatively impact the company's business[71]. - The concentration of operational risk in one hotel management company could materially affect the company's financial condition and results of operations[89]. - The company may incur additional costs due to franchisors requiring upgraded operating standards, reducing cash available for distributions[90]. - The company is vulnerable to fluctuations in financial performance and capital expenditure requirements, which could affect its ability to make distributions[1].