Exhibit 99.2
Chatham Lodging Trust
Contents
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Unaudited Pro Forma Condensed Consolidated Financial Information of Chatham Lodging Trust |
2 |
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Pro Forma Condensed Consolidated Financial Statements |
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Pro Forma Condensed Consolidated Balance Sheet |
3 | |
| Notes to Pro Forma Condensed Consolidated Balance Sheet | 4 | |
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Pro Forma Condensed Consolidated Statement of Operations |
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Notes to Pro Forma Condensed Consolidated Statement of Operations |
6 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF CHATHAM LODGING TRUST
On March 3, 2026, Chatham Lodging Trust ("Chatham") acquired a portfolio of six Hilton-brand hotels located in Missouri, Illinois, and Kentucky (the “Midwest Hotel Portfolio”) for $92.0 million and was funded with available cash and borrowings on its revolving credit facility. The Midwest Hotel Portfolio is comprised of an aggregate of 589 rooms and subsequent to the acquisition date, all six hotels are managed by Island Hospitality Management, LLC.
The estimated fair values for the assets acquired are preliminary and are subject to change during the measurement period as additional information related to the inputs and assumptions used in determining the fair value of the assets becomes available and may result in variances to the amounts presented in the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statement of operations.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 is presented as if the acquisition was completed on December 31, 2025. The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2025 is presented as if the acquisition was completed on January 1, 2025.
The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what Chatham’s results of operations or financial condition would have been assuming such transactions had been completed at the dates described above, nor is it indicative of Chatham’s results of operations or financial condition for future periods. In management’s opinion, all material adjustments necessary to reflect the effects of the significant acquisition described above have been made. In addition, the unaudited pro forma condensed consolidated financial information is based upon available information and upon assumptions and estimates, some of which are set forth in the notes to the unaudited pro forma condensed consolidated financial information, which we believe are reasonable under the circumstances. The unaudited pro forma condensed consolidated financial information and accompanying notes should be read in conjunction with the historical financial statements and notes thereto in Chatham’s 2025 Annual Report on Form 10-K and Chatham's Current Report on Form 8-K filed on March 6, 2026.
CHATHAM LODGING TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2025
(In thousands, except share and per share data)
| Chatham Lodging | Acquisition of | Pro Forma Chatham | ||||||||||
| Trust Historical (A) | Midwest Hotel Portfolio | Lodging Trust | ||||||||||
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Assets: |
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Investment in hotel properties, net |
$ | 1,106,890 | $ | 92,458 | B | $ | 1,199,348 | |||||
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Cash and cash equivalents |
24,435 | (2,458 | ) | 21,977 | ||||||||
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Restricted cash |
8,203 | — | 8,203 | |||||||||
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Right of use asset, net |
16,912 | — | 16,912 | |||||||||
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Hotel receivables (net of allowance for doubtful accounts of $261 and $300, respectively) |
2,831 | — | 2,831 | |||||||||
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Deferred costs, net |
7,384 | — | 7,384 | |||||||||
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Prepaid expenses and other assets |
3,726 | — | 3,726 | |||||||||
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Total assets |
$ | 1,170,381 | $ | 90,000 | $ | 1,260,381 | ||||||
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Liabilities and Equity: |
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Mortgage debt, net |
141,475 | — | 141,475 | |||||||||
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Revolving credit facility |
— | 90,000 | C | 90,000 | ||||||||
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Unsecured term loan, net |
197,438 | — | 197,438 | |||||||||
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Accounts payable and accrued expenses (including $234 and $490 due to related parties, respectively) |
26,648 | — | 26,648 | |||||||||
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Lease liability |
20,067 | — | 20,067 | |||||||||
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Distributions payable |
6,704 | — | 6,704 | |||||||||
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Total liabilities |
392,332 | 90,000 | 482,332 | |||||||||
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Shareholders’ Equity: |
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Preferred shares, $0.01 par value, 100,000,000 shares authorized; 4,800,000 and 4,800,000 shares issued and outstanding at December 31, 2025 and 2024, respectively |
48 | — | 48 | |||||||||
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Common shares, $0.01 par value, 500,000,000 shares authorized; 47,708,587 and 48,912,293 shares issued and outstanding at December 31, 2025 and 2024, respectively |
477 | — | 477 | |||||||||
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Additional paid-in capital |
1,039,804 | — | 1,039,804 | |||||||||
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Accumulated deficit |
(299,527 | ) | — | (299,527 | ) | |||||||
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Total shareholders’ equity |
740,802 | — | 740,802 | |||||||||
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Noncontrolling Interests: |
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Noncontrolling interest in operating partnership |
37,247 | — | 37,247 | |||||||||
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Total equity |
778,049 | — | 778,049 | |||||||||
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Total liabilities and equity |
$ | 1,170,381 | $ | 90,000 | $ | 1,260,381 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share and per share data)
The Unaudited Pro Forma Condensed Consolidated Balance Sheet assumes the following occurred on December 31, 2025:
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Acquisition costs of approximately $458 have been capitalized related to the acquisition of the Midwest Hotel Portfolio. |
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Increased borrowings on the unsecured revolving credit facility of $90.0 million (actual). |
Notes and Management Assumptions:
| A. | Chatham’s audited historical consolidated balance sheet as of December 31, 2025. |
| B. | The following table includes the preliminary allocation of the purchase price for the Portfolio based on the estimated fair value of the assets acquired. |
| As of March 3, 2026 | ||||
| Land and improvements | $ | 9,080 | ||
| Building and improvements | 72,801 | |||
| Furniture, fixtures, and equipment | 10,577 | |||
| $ | 92,458 | |||
| C. | Assumed $90.0 million (actual) borrowed on Chatham's unsecured revolving credit facility to complete the Midwest Hotel Portfolio transaction. The variable interest rate was 5.74% at December 31, 2025. |
CHATHAM LODGING TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In thousands, except share and per share data)
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Chatham |
Midwest | Transaction | Chatham | |||||||||||||
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Lodging Trust |
Hotel Portfolio | Pro Forma | Lodging Trust | |||||||||||||
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Historical (A) |
Historical (B) | Adjustments | Pro Forma | |||||||||||||
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Revenue: |
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Room |
$ | 269,206 | $ | 24,842 | $ | — | $ | 294,048 | ||||||||
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Food and beverage |
6,894 | — | — | 6,894 | ||||||||||||
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Other |
17,897 | 440 | — | 18,337 | ||||||||||||
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Reimbursable costs from related parties |
1,078 | — | — | 1,078 | ||||||||||||
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Total revenue |
295,075 | 25,282 | — | 320,357 | ||||||||||||
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Expenses: |
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Hotel operating expenses: |
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Room |
59,752 | 5,122 | — | 64,874 | ||||||||||||
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Food and beverage |
5,517 | 375 | — | 5,892 | ||||||||||||
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Telephone |
1,172 | 53 | — | 1,225 | ||||||||||||
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Other hotel operating |
4,487 | 143 | — | 4,630 | ||||||||||||
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General and administrative |
27,010 | 2,576 | — | 29,586 | ||||||||||||
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Franchise and marketing fees |
23,620 | 2,920 | 152 | C | 26,692 | |||||||||||
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Advertising and promotions |
6,804 | 162 | — | 6,966 | ||||||||||||
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Utilities |
12,372 | 1,002 | — | 13,374 | ||||||||||||
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Repairs and maintenance |
15,272 | 852 | — | 16,124 | ||||||||||||
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Management fees paid to related parties |
9,895 | 1,517 | (563 | ) | D | 10,849 | ||||||||||
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Insurance |
3,272 | — | — | 3,272 | ||||||||||||
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Total hotel operating expenses |
169,173 | 14,722 | (411 | ) | 183,484 | |||||||||||
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Depreciation and amortization |
59,749 | 2,459 | 1,569 | E | 63,777 | |||||||||||
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Property taxes, ground rent and insurance |
21,952 | 1,060 | — | 23,012 | ||||||||||||
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General and administrative |
16,589 | — | — | 16,589 | ||||||||||||
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Other charges |
27 | — | 510 | F | 537 | |||||||||||
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Reimbursable costs from related parties |
1,078 | — | — | 1,078 | ||||||||||||
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Total operating expenses |
268,568 | 18,241 | 1,668 | 288,477 | ||||||||||||
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Operating income before gain on sale of hotel properties |
26,507 | 7,041 | (1,668 | ) | 31,880 | |||||||||||
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Gain on sale of hotel properties |
14,369 | — | — | 14,369 | ||||||||||||
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Operating income |
40,876 | 7,041 | (1,668 | ) | 46,249 | |||||||||||
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Interest and other income |
270 | 508 | (508 | ) | G | 270 | ||||||||||
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Interest expense, including amortization of deferred fees |
(25,659 | ) | (1,690 | ) | (3,485 | ) | H | (30,834 | ) | |||||||
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Loss on early extinguishment of debt |
(174 | ) | — | — | (174 | ) | ||||||||||
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Income before income tax expense |
15,313 | 5,859 | (5,661 | ) | 15,511 | |||||||||||
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Income tax expense |
— | (25 | ) | — | (25 | ) | ||||||||||
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Net income |
$ | 15,313 | $ | 5,834 | $ | (5,661 | ) | $ | 15,486 | |||||||
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Net income attributable to non-controlling interest |
(260 | ) | (266) | |||||||||||||
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Net income attributable to Chatham Lodging Trust |
15,053 | 15,220 | ||||||||||||||
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Preferred dividends |
(7,950 | ) | (7,950 | ) | ||||||||||||
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Net income attributable to common shareholders |
$ | 7,103 | $ | 7,270 | ||||||||||||
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Income per common share - basic: |
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Net income attributable to common shareholders |
$ | 0.14 | $ | 0.14 | ||||||||||||
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Income per common share - diluted: |
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Net income attributable to common shareholders |
$ | 0.14 | $ | 0.14 | ||||||||||||
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Weighted average number of common shares outstanding: |
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Basic |
48,793,017 | 48,793,017 | ||||||||||||||
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Diluted |
49,992,069 | 49,992,069 | ||||||||||||||
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Distributions per common share: |
$ | 0.36 | $ | 0.36 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025
(In thousands, except share and per share data)
| A. | Audited historical results of operations of Chatham for the year ended December 31, 2025. |
| B. | Audited combined statement of operations of the Midwest Hotel Portfolio for the year ended December 31, 2025. |
| C. | Reflects the increasing adjustment to franchise fees based on the newly acquired franchise agreement that will be payable on the Midwest Hotel Portfolio. |
| D. | Reflects the adjustment to management fees for contractual differences related to the fees required to be paid under the old management agreements compared to the new management agreements. The Midwest Hotel Portfolio decreased from 6% to 3%. Accounting and management fees are as follows (in thousands): |
| Hotel Property | Description | New Fees | Old Fees | Adjustment | |||||||||
| Hampton Inn & Suites Paducah | Management and accounting fees | $ | 164 | $ | 260 | $ | (96 | ) | |||||
| Homewood Suites Paducah | Management and accounting fees | 172 | 278 | (106 | ) | ||||||||
| Homewood Suites Joplin | Management and accounting fees | 174 | 283 | (109 | ) | ||||||||
| Home2 Suites Joplin | Management and accounting fees | 164 | 261 | (97 | ) | ||||||||
| Hampton Inn & Suites Effingham | Management and accounting fees | 148 | 232 | (84 | ) | ||||||||
| Home2 Suites Effingham | Management and accounting fees | 132 | 203 | (71 | ) | ||||||||
| $ | 954 | $ | 1,517 | $ | (563 | ) | |||||||
| E. | Represents additional depreciation directly attributable to the fair value adjustment of the assets acquired of the Midwest Hotel Portfolio. |
| F. | Represents audit fees directly attributable to the acquisition of the Midwest Hotel Portfolio. |
| G. | Represents the reduction of interest income attributable to the Midwest Hotel Portfolio as Chatham did not acquire cash or cash equivalents as part of the transaction. |
| H. | Represents additional interest expense attributable to the $90.0 million (actual) borrowed on Chatham's unsecured revolving credit facility to complete the acquisition of the Midwest Hotel Portfolio. |