UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35074
SUMMIT HOTEL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction
of incorporation or organization)
27-2962512
(I.R.S. Employer Identification No.)
13215 Bee Cave Parkway, Suite B-300
Austin, TX 78738
(Address of principal executive offices, including zip code)
(512) 538-2300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
6.45% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per
share
6.25% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per
share
INN
INN-PD
INN-PE
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
Securities registered pursuant to Section 12(g) of the Act:
None
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. ☒ 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). ☒ 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 in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
Non-accelerated filer
☒ Accelerated filer
☐ Smaller reporting company
Emerging growth company
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 ☒ No
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant’s as of June 30, 2019 was $1,183,107,411 based on
the closing sale price of the registrant’s common stock on the New York Stock Exchange as of June 30, 2019.
As of February 18, 2020 the number of outstanding shares of common stock of Summit Hotel Properties, Inc. was 105,174,471.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement on Schedule 14A for its 2020 annual meeting of stockholders, to be filed with the Securities and Exchange Commission
not later than 120 days after the end of the fiscal year pursuant to Regulation 14A, are incorporated herein by reference into Part III, Items 10, 11, 12, 13 and 14.
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 2019
SUMMIT HOTEL PROPERTIES, INC.
TABLE OF CONTENTS
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
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F-1
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This report contains certain 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”). We intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes
of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and
expectations, are generally identifiable by use of the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,”
“forecast,” “project,” “potential,” “continue,” “likely,” “will,” “would” or similar expressions. Forward-looking statements in this report include, among others,
statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, ability to realize
deferred tax assets and expected liquidity needs and sources (including capital expenditures and the ability to obtain financing or raise capital). You should not rely
on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which
could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include,
but are not limited to:
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financing risks, including the risk of leverage and the corresponding risk of default on our existing indebtedness and potential inability
to refinance or extend the maturities of our existing indebtedness;
default by borrowers to which we lend or provide seller financing;
global, national, regional and local economic and geopolitical conditions;
levels of spending for business and leisure travel, as well as consumer confidence;
supply and demand factors in our markets or sub-markets;
the effect of alternative accommodations on our business;
adverse changes in, occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”) and other hotel operating
metrics;
hostilities, including future terrorist attacks, or fear of hostilities that affect travel;
financial condition of, and our relationships with, third-party property managers and franchisors;
the degree and nature of our competition;
increased interest rates;
increased operating costs, including but not limited to labor costs;
increased renovation costs, which may cause actual renovation costs to exceed our current estimates;
changes in zoning laws;
increases in real property taxes that are significantly higher than our expectations;
risks associated with hotel acquisitions, including the ability to ramp up and stabilize newly acquired hotels with limited or no operating
history or that require substantial amounts of capital improvements for us to earn economic returns consistent with our expectations at
the time of acquisition;
risks associated with dispositions of hotel properties, including our ability to successfully complete the sale of hotel properties under
contract to be sold, including the risk that the purchaser may not have access to the capital needed to complete the purchase;
the nature of our structure and transactions such that our federal and state taxes are complex and there is risk of successful challenges to
our tax positions by the Internal Revenue Service (“IRS”) or other federal and state taxing authorities;
the recognition of taxable gains from the sale of hotel properties as a result of the inability to complete certain like-kind exchanges in
accordance with Section 1031 of the Internal Revenue Code of 1986, as amended (the “IRC”);
availability of and our ability to retain qualified personnel;
our failure to maintain our qualification as a real estate investment trust (“REIT”) under the IRC;
changes in our business or investment strategy;
availability, terms and deployment of capital;
general volatility of the capital markets and the market price of our common stock;
environmental uncertainties and risks related to natural disasters;
the effect of infectious disease outbreaks, such as the Coronavirus;
our ability to recover fully under third party indemnities or our existing insurance policies for insurable losses and our ability to
maintain adequate or full replacement cost "all-risk" property insurance policies on our properties on commercially reasonable terms;
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the effect of a data breach or significant disruption of hotel operator information technology networks as a result of cyber-attacks that
are greater than insurance coverages or indemnities from service providers;
the effect on our interest rates if LIBOR is replaced with a new benchmark or performs differently than in the past;
our ability to effectively manage our joint venture with our joint venture partner;
current and future changes to the IRC; and
the other factors discussed under the heading “Risk Factors” in this report.
Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any
obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our
expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
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Item 1. Business.
PART I
Unless the context otherwise requires, all references to “we”, “us,” “our,” or the “Company” refer to Summit Hotel Properties, Inc. and its consolidated
subsidiaries.
Overview
Summit Hotel Properties, Inc. is a self-managed hotel investment company that was organized in June 2010 and completed its initial public offering in
February 2011. We focus on owning primarily premium-branded, select-service hotels. At December 31, 2019, our portfolio consisted of 72 hotels with a total of
11,288 guestrooms located in 23 states. We own our hotels in fee simple, except for four hotels which are subject to ground leases. As of December 31, 2019, we
own 100% of the outstanding equity interests in 67 of 72 of our hotels. We own a 51% controlling interest in five hotels acquired in 2019 through a joint venture.
As of December 31, 2019, 92% of our guestrooms were located in the top 50 metropolitan statistical areas (“MSAs”), 97% were located within the top
100 MSAs and all of our hotel guestrooms operated under premium franchise brands owned by Marriott® International, Inc. (“Marriott”), Hilton® Worldwide
(“Hilton”), Hyatt® Hotels Corporation (“Hyatt”) and InterContinental® Hotels Group (“IHG”). Our hotels are typically located in markets with multiple demand
generators such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, universities, and leisure attractions.
Substantially all of our assets are held by, and all of our operations are conducted through, our operating partnership, Summit Hotel OP, LP (the
“Operating Partnership”). Through a wholly-owned subsidiary, we are the sole general partner of the Operating Partnership. At December 31, 2019, we owned,
directly and indirectly, approximately 99.8% of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common
Units”), and all of the Operating Partnership’s issued and outstanding Series D and Series E preferred units of limited partnership interest (“Preferred
Units”). Pursuant to the Operating Partnership’s partnership agreement, we have full, exclusive and complete responsibility and discretion in the management and
control of the Operating Partnership, including the ability to cause the Operating Partnership to enter into certain major transactions including acquisitions,
dispositions and refinancings, to make distributions to partners and to cause changes in the Operating Partnership’s business activities.
We have elected to be taxed as a REIT for federal income tax purposes commencing with our short taxable year ended December 31, 2011. To qualify as
a REIT, we cannot operate or manage our hotels. Accordingly, all of our hotels are leased to our taxable REIT subsidiaries ("TRS lessees"). All of our hotels are
operated pursuant to hotel management agreements between our TRS lessees and professional third-party hotel management companies that are not affiliated with
us. We have one reportable segment as defined by generally accepted accounting principles (“GAAP”). See "Item 8. – Financial Statements and Supplementary
Data – Note 2 – Basis of Presentation and Significant Accounting Policies" to our Consolidated Financial Statements.
Our corporate offices are located at 13215 Bee Cave Parkway, Suite B-300, Austin, TX 78738. Our telephone number is (512) 538-2300. Our website is
www.shpreit.com. The information contained on, or accessible through, our website is not incorporated by reference into this report and should not be considered a
part of this report.
Business Strategy
Our portfolio consists of premium-branded hotels in favorable locations with efficient operating models. Our approach to creating value includes the
following:
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Prudently allocating capital which includes, among other things, targeted capital investment and strategic transactions;
Evolving our portfolio by selling assets with lower operating margins, RevPAR growth opportunities or risk-adjusted return profiles and purchasing
assets with higher operating margins, RevPAR growth opportunities or risk-adjusted return profiles; and
Intensive asset management.
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The key elements of our strategy that we believe will allow us to create long-term value include the following:
Focus on Premium-Branded Hotels with Efficient Operating Models. We focus on hotels with efficient operating models that are primarily in the Upscale
segment of the lodging industry, as defined by Smith Travel Research ("STR"). We believe that our focus on this segment provides us the opportunity to achieve
strong, risk-adjusted returns across multiple lodging cycles for several reasons, including:
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RevPAR Growth. We believe that our hotels will continue to experience long-term demand growth based on the characteristics of our portfolio and
current industry fundamentals and trends in the Upscale segment.
Stable Cash Flow Potential. Our hotels are generally operated with fewer employees than full-service hotels that offer more amenities including
more extensive food and beverage options, which we believe enables us to generate higher operating margins and cash flows with less volatility.
Broad Customer Base. Our target brands deliver consistently high-quality hotel accommodations with value-oriented pricing that we believe appeals
to a wide range of customers, including both business and leisure travelers. We believe that our hotels are particularly popular with frequent business
travelers who seek to stay in hotels operating under Marriott, Hilton, Hyatt, or IHG brands, which offer strong loyalty rewards programs.
Enhanced Diversification and Lower Capital Requirements. Premium-branded hotels with efficient operating models generally require less capital to
acquire, build, or maintain on an absolute and a per-key basis, than hotels in the Upper-Upscale and Luxury segments of the industry. As a result, we
can diversify our investment capital into ownership of a larger number of hotels than we could in more expensive segments.
Capitalize on Investments in Our Hotels. We strongly believe in investing in our properties to enable them to be performance leaders in their respective
markets. Over the past three years, we have invested $163.1 million in capital improvements to our hotels. We believe these investments produce attractive
returns, and we intend to continue to invest capital to upgrade our hotels with strategic renovations and brand-required hotel property improvement plans.
External Growth Through Acquisitions. We intend to continue to grow through acquisitions of existing hotels either through wholly owned or joint
venture opportunities using a disciplined approach, while maintaining a prudent capital structure. We generally target premium-branded hotels with efficient
operating models that meet one or more of the following acquisition criteria:
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potential for strong risk-adjusted returns and are located in the top 50 MSAs and other select markets;
can operate under leading franchise brands, which may include but are not limited to brands owned by Marriott, Hilton, Hyatt, and IHG;
located in close proximity to multiple demand generators, such as corporate offices and headquarters, retail centers, airports, state capitols,
convention centers, universities, and leisure attractions, with a diverse source of potential guests, including corporate, government and leisure
travelers;
located in markets with barriers to entry due to lengthy or challenging real estate entitlement processes or other factors;
can be acquired at a discount to replacement cost; and
provide an opportunity to add value through operating efficiencies, repositioning, renovating or rebranding.
Strategic Hotel Sales. We strive to maximize our return on invested capital and we periodically review our hotels to determine if any significant changes
to markets or our hotels have occurred or are anticipated to occur that would warrant the sale of a hotel or hotels. We intend to continue to pursue a disciplined
capital allocation strategy designed to maximize the value of our investments by selectively selling hotel properties that we believe are no longer consistent with
our investment strategy or whose returns on invested capital appear to have been maximized. To the extent that we sell hotel properties, we may redeploy the
capital into acquisition and capital investment opportunities that we believe have the potential to generate better risk-adjusted returns or repay outstanding
indebtedness. We expect to generate these improvements with our proactive asset management approach and by investing in our hotels to enhance their quality and
attractiveness, increase their long-term value and generate more favorable returns on our invested capital. Alternatively, we may redeploy our capital into the
purchase of assets with a higher potential long-term return.
Selectively Develop Hotels. We endeavor to identify attractive opportunities to selectively partner with experienced hotel developers to acquire, upon
completion, newly constructed hotels that meet our acquisition criteria. We will consider unique opportunities to develop hotels utilizing our own capital if and
when circumstances warrant.
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Selective Mezzanine Lending. We seek to identify select opportunities to provide mezzanine lending to developers, where we also have the opportunity to
acquire the hotel at or after the completion of the development project.
Our Financing Strategy
We rely on cash generated through operations, working capital, borrowings under our $600 million senior unsecured credit and term loan facility (the
"2018 Unsecured Credit Facility"), term debt, repayment of notes receivable, proceeds from the issuance of securities, the strategic sale of hotels, contributions
from joint venture partners, and the release of restricted cash upon satisfaction of the usage requirements to finance our business. While the ratio will vary from
time to time, we generally intend to limit our ratio of net debt to Adjusted EBITDAre, which amount may be adjusted for non-cash and non-recurring items, to no
more than 6.5x. At December 31, 2019, our ratio of net debt to Adjusted EBITDAre was 5.3x. For purposes of calculating this ratio, we exclude preferred stock
from indebtedness.
In July 2019, the Company entered into a joint venture with GIC, Singapore’s sovereign wealth fund, to acquire assets that align with the Company’s
current investment strategy and criteria. The Company serves as general partner and asset manager of the joint venture and intends to invest 51% of the equity
capitalization of the limited partnership, with GIC investing the remaining 49%. The joint venture intends to finance assets with an anticipated 50% overall
leverage target. The Company earns fees for providing services to the joint venture and will have the potential to earn incentive fees based on the joint venture
achieving certain return thresholds. As of December 31, 2019, the joint venture owns the five hotel properties acquired in 2019.
During 2019, we financed our long-term growth with borrowings under our 2018 Unsecured Credit Facility, term loans, contributions from joint venture
partners, and proceeds from the strategic sale of hotels. Our debt includes, and may include in the future, debt secured by stock pledges, mortgage debt secured by
hotels and unsecured debt. As of December 31, 2019, we had $1,022.7 million in outstanding indebtedness, including $140.0 million under the Joint Venture
Credit Facility (as defined in "Note 6 - Debt - Joint Venture Credit Facility" of our Consolidated Financial Statements).
When purchasing hotel properties, the Operating Partnership may issue Common Units or Preferred Units as full or partial consideration to sellers who
may be interested in taking advantage of the opportunity to defer taxable gains on the sale of a property or participate in the potential appreciation in the value of
our common stock.
Competition
We face competition for investments in hotel properties from institutional pension funds, private equity investors, REITs, hotel companies and others who
are engaged in hotel acquisitions and investments. Some of these entities have substantially greater financial and operational resources than we have. This
competition may increase the bargaining power of property owners seeking to sell, reduce the number of suitable investment opportunities available to us and
increase the cost of acquiring targeted hotel properties.
The lodging industry is highly competitive. Our hotels compete with other hotels and alternative accommodations for guests in their respective markets
based on a number of factors, including location, convenience, brand affiliation, quality of the physical condition of the hotel, guestroom rates, range of services
and guest amenities or accommodations offered and quality of customer service. Competition is often specific to the individual markets in which our hotels are
located and includes competition from existing and new hotels. Competition could adversely affect our occupancy rates, our ADR and our RevPAR, and may
require us to provide additional amenities or make capital improvements that we otherwise would not have to make, which may reduce our profitability.
Seasonality
Certain segments of the hotel industry are seasonal in nature. Leisure travelers tend to travel more during the summer. Business travelers occupy hotels
relatively consistently throughout the year, but decreases in business travel occur during summer and the winter holidays. The hotel industry is also seasonal based
upon geography. Hotels in the southern U.S. tend to have higher occupancy rates during the winter months. Hotels in the northern U.S. tend to have higher
occupancy rates during the summer months.
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Regulation
Our properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to accessibility, fire and safety
requirements. We believe each of our hotels has the necessary permits and approvals to operate its business.
Americans with Disabilities Act of 1990 (“ADA”)
Our properties must comply with Title III of the ADA to the extent that they are “public accommodations” as defined by the ADA. Under the ADA, all
public accommodations must meet federal requirements related to access and use by disabled persons. The ADA may require removal of structural barriers to
access by persons with disabilities in certain public areas of our properties where removal is readily achievable. Although we believe the properties in our portfolio
substantially comply with present requirements of the ADA, a determination to the contrary could require removal of access barriers and non-compliance could
result in litigation costs, costs to remediate deficiencies, U.S. government fines or in damages to private litigants. The obligation to make readily achievable
accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect.
Environmental, Health and Safety Matters
Our hotels and undeveloped land parcels are subject to various federal, state and local environmental laws that impose liability for contamination. Under
these laws, governmental entities have the authority to require us, as the current owner of the property, to perform or pay for the cleanup of contamination
(including hazardous substances, waste, or petroleum products) at, on, under or emanating from the property and to pay for natural resource damages arising from
contamination. These laws often impose liability without regard to whether the owner or operator or other responsible party knew of, or caused the contamination,
and the liability may be joint and several. Because these laws also impose liability on persons who owned a property at the time it became contaminated, we could
incur cleanup costs or other environmental liabilities even after we sell properties. Contamination at, on, under or emanating from our properties also may expose
us to liability to private parties for costs of remediation, personal injury and death or property damage. In addition, environmental liens may be created on
contaminated sites in favor of the government for damages and costs it incurs to address contamination. If contamination is discovered on our properties,
environmental laws also may impose restrictions on the manner in which our property may be used or our businesses may be operated, and these restrictions may
require substantial expenditures. Moreover, environmental contamination can affect the value of a property and therefore, an owner’s ability to borrow funds using
the property as collateral or to sell the property on favorable terms or at all. Furthermore, persons who sent waste to a waste disposal facility, such as a landfill or
an incinerator, may be liable for costs associated with cleanup of that facility.
Some of our properties may have contained historical uses which involved the use or storage of hazardous chemicals and petroleum products (for
example, storage tanks, gas stations and dry cleaning operations) which if released, could have affected our properties. In addition, some of our properties may be
near or adjacent to other properties that have contained or currently contain storage tanks containing petroleum products or conducted or currently conduct
operations which use other hazardous or toxic substances. Releases from these adjacent or surrounding properties could affect our properties and we may be liable
for any associated cleanup.
Independent environmental consultants conducted Phase I environmental site assessments on all of our properties prior to acquisition and we intend to
conduct Phase I environmental site assessments on properties we acquire in the future. Phase I site assessments are intended to discover and evaluate information
regarding the environmental condition of the surveyed properties and surrounding properties. These assessments do not generally include soil sampling, subsurface
investigations or comprehensive asbestos surveys. In some cases, the Phase I environmental site assessments were conducted by another entity such as a lender,
and we may not have the authority to rely on such reports. None of the Phase I environmental site assessments of the hotel properties in our portfolio revealed any
past or present environmental condition that we believe could have a material adverse effect on our business, financial position or results of operations. In addition,
the Phase I environmental site assessments may also have failed to reveal all environmental conditions, liabilities or compliance concerns. The Phase I
environmental site assessments were completed at various times and material environmental conditions, liabilities or compliance concerns may have arisen after
the review was completed or may arise in the future; and future laws, ordinances or regulations may impose material additional environmental liability.
In addition, our hotels (including our real property, operations and equipment) are subject to various federal, state and local environmental, health and
safety regulatory requirements that address a wide variety of issues, including, but not limited to the existence of mold and other airborne contaminants above
regulatory thresholds, the registration, maintenance and operation of our boilers and storage tanks, the supply of potable water to our guests, air emissions from
emergency generators,
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storm water and wastewater discharges, protection of natural resources, asbestos, lead-based paint, and waste management. Some of our hotels also routinely
handle and use hazardous or regulated substances and wastes as part of their operations (for example, swimming pool chemicals or biological waste). Our hotels
incur costs to comply with these environmental, health and safety laws and regulations and if these regulatory requirements are not met or unforeseen events result
in the discharge of dangerous or toxic substances at our hotels, we could be subject to fines and penalties for non-compliance with applicable laws and material
liability from third parties for harm to the environment, damage to real property or personal injury or death. We are aware of no past or present environmental
liability for non-compliance with environmental, health and safety laws and regulations that we believe would have a material adverse effect on our business,
financial position or results of operations.
Tax Status
REIT Election
We have elected to be taxed as a REIT for federal income tax purposes. Our qualification as a REIT depends upon our ability to meet, on a continuing
basis, through actual investment and operating results, various complex requirements under the IRC relating to, among other things, the sources of our gross
income, the composition and values of our assets, the timing and amount of our dividend distributions and the diversity of ownership of our stock. We believe that
we have been organized and have operated in conformity with the requirements for qualification as a REIT under the IRC and that our current and intended manner
of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT for federal income tax purposes.
For the income from our hotel operations to constitute “rents from real property” for purposes of the gross income tests required for REIT qualification,
we cannot directly operate any of our hotel properties. Accordingly, all of our hotels are leased to our TRS lessees. Summit Hotel TRS, Inc. is a “taxable REIT
subsidiary,” which is a corporate subsidiary of a REIT that jointly elects with the REIT to be treated as a TRS and pays federal income tax at regular corporate
rates on its taxable income. In addition, for the hotels owned in our joint venture, we have separate taxable REIT subsidiaries (collectively with Summit Hotel
TRS, Inc., our "TRSs"). We will lease newly acquired hotels to our existing TRSs or additional TRSs in the future. Our TRS lessees pay rent to us that will qualify
as “rents from real property,” provided that the TRS lessees engage “eligible independent contractors” to manage our hotels. All of our hotels are operated
pursuant to hotel management agreements with professional third-party hotel management companies. We believe each of the third-party managers qualifies as an
“eligible independent contractor” under the IRC.
As a REIT, we generally will not be subject to federal income tax on our REIT taxable income that we distribute as dividends to our stockholders. Under
the IRC, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute each year at least 90% of their
taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains, which does not necessarily equal net income as
calculated in accordance with GAAP. If we fail to qualify for taxation as a REIT in any taxable year and do not qualify for certain statutory relief provisions, our
income for that year will be taxed at regular corporate rates, and we will be unable to re-elect REIT status until the fifth calendar year after the year in which we
failed to qualify as a REIT, unless we satisfy certain relief provisions. Even if we qualify as a REIT for federal income tax purposes, we may still be subject to
state and local taxes on our income and assets and to federal income and excise taxes on our undistributed income. Additionally, any income earned by our TRSs
will be fully subject to federal, state and local corporate income tax.
Employees
As of February 18, 2020, we employ 59 full-time employees. The staff at our hotels are employed by our professional third-party hotel managers.
Available Information
Our Internet website is located at www.shpreit.com. Copies of the charters of the committees of our board of directors, our code of business conduct and
ethics and our corporate governance guidelines are available on our website. We will provide timely disclosures of amendments and waivers to the aforementioned
documents, if any, via website posting. All reports that we have filed with the Securities and Exchange Commission (“SEC”) including this Annual Report on
Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K, can be obtained free of charge from the SEC’s website at www.sec.gov or
through our website. The information contained on, or accessible through the SEC’s website or our website is not incorporated by reference into this report and
should not be considered a part of this report.
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Item 1A. Risk Factors.
The following risk factors address the material risks concerning our business. If any of the risks discussed in this report were to occur, our business,
prospects, financial condition, results of operation and our ability to service our debt and make distributions to our stockholders could be materially and adversely
affected and the market price per share of our stock could decline significantly. Some statements in this report, including statements in the following risk factors,
constitute forward-looking statements. Please refer to the section entitled “Cautionary Statement About Forward-Looking Statements.” The discussion of the
potential effect of the following risk factors on our financial results relates to our consolidated financial position, consolidated results of operations and cash
flows.
Risks Related to Our Business
Our business strategy, future results of operations and growth prospects are dependent on achieving revenue and net income growth from anticipated
increases in demand for hotel guestrooms and general economic conditions.
Our business strategy includes achieving continued revenue and cash flow growth from anticipated improvement in demand for hotel guestrooms driven
by long-term economic growth. We, however, cannot provide any assurances that demand for hotel guestrooms will increase from current levels or continue to
exceed the growth of new supply, or the time or extent of any demand growth that we do experience. If demand does not continue to increase as the economy
grows, or if there is a slowdown in the general economy resulting in weakening demand, our operating results and growth prospects could be adversely affected.
As a result, any slowdown in economic growth or an economic downturn could adversely affect our future results of operations and our growth prospects.
Our expenses may not decrease if our revenue decreases.
Many of the expenses associated with owning and operating hotels, such as debt service payments, property taxes, insurance, utilities, and certain
employee compensation costs are relatively fixed. They do not necessarily decrease directly with a reduction in revenue at the hotels and may be subject to
increases that are not related to the performance of our hotels or the increase in the rate of inflation. Also, as of December 31, 2019, four of our hotels are subject to
third-party ground leases which generally require periodic increases in rent payments. Our ability to pay these rents could be adversely affected if our hotel
revenues do not increase at the same or a greater rate than the increases in rental payments under the ground leases.
Additionally, certain costs, such as wages, benefits and insurance, may exceed the rate of inflation in any given period. In the event of a significant
decrease in demand, our hotel managers may not be able to reduce the size of hotel work forces in order to decrease compensation costs. Our managers also may be
unable to offset any fixed or increased expenses with higher room rates. Any of our efforts to reduce operating costs also could adversely affect the future growth
of our business and the value of our hotel properties.
We may be unable to complete acquisitions that would grow our business.
Our growth strategy includes the disciplined acquisition of hotels as opportunities arise. Our ability to acquire hotels on satisfactory terms or at all is
subject to the following significant risks:
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we may be unable to acquire, or may be forced to acquire at significantly higher prices, desired hotels because of competition from other real estate
investors, including other real estate operating companies, REITs and investment funds;
we may be unable to obtain the necessary debt or equity financing to consummate an acquisition or, if obtainable, financing may not be on
satisfactory terms; and
agreements for the acquisition of hotels are typically subject to customary conditions to closing, including satisfactory completion of due diligence
investigations and the receipt of franchisor and lender consents, and we may spend significant time and incur significant transaction costs on potential
acquisitions that we do not consummate.
Our inability to complete hotel acquisitions on favorable terms or at all, could adversely affect our financial position, results of operations, and cash flows
or the market price of our stock.
8
The sale of certain hotel properties could result in significant tax liabilities unless we are able to defer the taxable gain through like-kind exchanges
under Section 1031 of the IRC ("1031 Exchanges").
From time to time, we structure asset sales for possible inclusion in like-kind exchanges within the meaning of Section 1031 of the IRC. The ability to
complete a like-kind exchange depends on many factors, including, among others, identifying and acquiring suitable replacement property within limited time
periods, and the ownership structure of the properties being sold and acquired. Therefore, we are not always able to sell an asset as part of a like-kind exchange.
When successful, a like-kind exchange enables us to defer the taxable gain on the asset sold. Our inability to defer the taxable gain resulting from the sales of
certain hotel properties, could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
We may fail to successfully integrate acquired hotels or achieve expected operating performance.
Our ability to successfully integrate newly acquired hotels or achieve expected operating performance is subject to the following risks:
•
we may not possess the same level of familiarity with the dynamics and market conditions of any new markets that we may enter, which could result
in us paying too much for hotels in new markets or not have the hotels achieve their maximum potential;
• market conditions may result in lower than expected occupancy and guestroom rates;
•
we may acquire hotels without any recourse, or with only limited recourse, for liabilities, whether known or unknown, such as cleanup of
environmental contamination, claims by tenants, vendors or other persons against the former owners of the hotels and claims for indemnification by
general partners, directors, officers and others indemnified by the former owners of the hotels;
we may need to spend more than anticipated amounts to make necessary improvements or renovations to our newly acquired hotels; and
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of hotels, into our existing operations.
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The inability of our acquired hotels to meet our operating performance expectations could adversely affect our financial position, results of operations,
and cash flows or the market price of our stock.
We may assume liabilities in connection with the acquisition of hotel properties, including unknown liabilities.
We may assume existing liabilities in connection with the acquisition of hotel properties, some of which may be unknown or unquantifiable on the
acquisition date. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of hotel guests, vendors
or other persons dealing with the seller of a particular hotel property, tax liabilities, employment-related issues and accrued but unpaid liabilities whether incurred
in the ordinary course of business or otherwise. If the magnitude of such unknown liabilities is high, they could adversely affect our financial position, results of
operations, and cash flows or the market price of our stock.
We may not be able to cause our hotel management companies to operate any of our hotels in a manner that is satisfactory to us, and termination of our
hotel management agreements may be costly and disruptive.
To qualify as a REIT, we cannot operate or manage our hotels. Accordingly, all of our hotels are leased to TRS lessees of our TRSs. All of our hotels are
operated pursuant to hotel management agreements with independent hotel management companies, each of which must qualify as an “eligible independent
contractor” to operate our hotels. As a result, our financial position, results of operations and our ability to service debt and make distributions to stockholders are
dependent on the ability of our hotel management companies to operate our hotels successfully. Any failure of our hotel management companies to provide quality
services and amenities or maintain a quality brand name and reputation could have a negative effect on their ability to operate our hotels and could have a material
adverse effect on our financial position, results of operations and cash flows.
Even if we believe a hotel is being operated inefficiently or in a manner that does not result in satisfactory operating results, we will have limited ability to
require the hotel management company to change its method of operation. We generally attempt to resolve issues with our hotel management companies through
discussions and negotiations, but otherwise will only be able to seek redress if a hotel management company violates the terms of the applicable hotel management
agreement, and then only to the extent of the remedies provided for under the terms of the hotel management agreement. If we replace the hotel
9
management company of any of our hotels, we may be required to pay a substantial termination fee and we may experience significant disruptions at the affected
hotel.
Furthermore, we have certain indemnifications from our property managers that generally protect us from financial losses due to the gross negligence or
willful misconduct of our property managers. However, the indemnifications may be insufficient or the property manager may not have the financial wherewithal
to support their indemnification obligation to us. As such, the indemnification may not provide us with sufficient protection against third-party claims resulting
from the gross negligence or willful misconduct of our property managers in the operation of our hotels.
Our hotel managers or their affiliates manage, and in some cases own, have invested in, or provided credit support or operating guarantees to hotels that
compete with our hotels, all of which may result in conflicts of interest. As a result, our hotel managers may in the future make decisions regarding competing
lodging facilities that are not or would not be in our best interest.
Certain of our hotels are managed by affiliates of the franchisors for such hotels. In these situations, the management agreement and the franchise
agreement are typically combined into one document. Thus, the termination of the management agreement due to poor performance or breach of the management
agreement by the management company could also terminate our franchise license. Thus, we may have very limited options to remedy poor hotel management
performance if we desire to retain the franchise license.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
The management of a large number of hotels in our portfolio is currently concentrated with one hotel management company.
As of December 31, 2019, Aimbridge Hospitality (“Aimbridge”) or its affiliates managed 30 of our 72 hotels. Thus, a substantial portion of our revenues
is generated by hotels managed by Aimbridge, which acquired one of our other property managers, Interstate Hotels and Resorts, Inc., in 2019. This significant
concentration of operational risk in one hotel management company makes us more vulnerable economically than if our hotel management was more evenly
diversified among several hotel management companies. Any adverse developments in Aimbridge's business, financial strength or ability to operate our hotels
efficiently and effectively could have a material adverse effect on our results of operations. We cannot provide assurance that Aimbridge will satisfy its obligations
to us or effectively and efficiently operate our hotel properties. The failure or inability of Aimbridge to satisfy its obligations to us or effectively and efficiently
operate our hotel properties could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
Restrictive covenants and other provisions in hotel management and franchise agreements could preclude us from taking actions with respect to the
sale, refinancing or rebranding of a hotel that would otherwise be in our best interest.
Our hotel management agreements and franchise agreements generally contain restrictive covenants and other provisions that do not provide us with
flexibility to sell, refinance or rebrand a hotel without the consent of the manager or franchisor. For example, the terms of some of these agreements may restrict
our ability to sell a hotel unless the purchaser is not a competitor of the hotel management company or franchisor, assumes the related agreement and meets
specified other conditions. In addition, our franchise agreements restrict our ability to rebrand particular hotels without the consent of the franchisor, which could
result in significant operational disruptions and litigation if we do not obtain the consent. We could be forced to pay consent or termination fees to hotel managers
or franchisors under these agreements as a condition to changing management or franchise brands of our hotels, and these fees could deter us from taking actions
that would otherwise be in our best interest or could cause us to incur substantial expense.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
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We are required to expend funds to maintain franchisor operating standards and we may experience a loss of a franchise license or a decline in the
value of a franchise brand.
Our hotels operate under franchise agreements, and the maintenance of franchise licenses for our hotels is subject to our franchisors’ operating standards
and other terms and conditions. We expect that franchisors will periodically inspect our hotels to ensure that we, our TRSs and our hotel management companies
maintain our franchisors’ standards. Failure by us, our TRSs or our hotel management companies to maintain these standards or other terms and conditions could
result in a franchise license being terminated. If a franchise license terminates due to our failure to make required improvements or to otherwise comply with its
terms, we could also be liable to the franchisor for a termination payment, which varies by franchisor and by hotel. As a condition of our continued holding of a
franchise license, a franchisor could also require us to make capital improvements to our hotels, even if we do not believe the improvements are necessary or
desirable or would result in an acceptable return on our investment.
The loss of a franchise license could materially and adversely affect the operations or the underlying value of the hotel because of the loss of associated
name recognition, marketing support and centralized reservation systems provided by the franchisor. Because our hotels are concentrated with a limited number of
franchise brands, a loss of all of the licenses for a particular franchise could adversely affect our financial position, results of operations, and cash flows or the
market price of our stock.
Negative publicity related to one of the franchise brands or the general decline of a brand also may adversely affect the underlying value of our hotels or
result in a reduction in business.
We rely on external sources of capital to fund future capital needs, and if we encounter difficulty in obtaining such capital, we may not be able to make
future acquisitions necessary to grow our business or meet maturing obligations.
To qualify as a REIT under the IRC, we are required, among other things, to distribute each year to our stockholders at least 90% of our REIT taxable
income, determined without regard to the dividends paid deduction and excluding any net capital gain. Because of this distribution requirement, we may not be
able to fund, from cash retained from operations, all of our future capital needs, including capital needed to make investments and to satisfy or refinance maturing
obligations.
We expect to continue to rely on external sources of capital, including debt and equity financing, and contributions from joint venture partners related to
joint venture activities, to fund future capital needs. Part of our strategy involves the use of additional debt financing to supplement our equity capital which may
include our unsecured credit and term loan facilities, mortgage financing and other unsecured financing. Our ability to effectively implement and accomplish our
business strategy will be affected by our ability to obtain and use additional leverage in sufficient amounts and on favorable terms. However, the capital
environment is often characterized by extended periods of limited availability of both debt and equity financing, increasing financing costs, stringent credit terms
and significant volatility. We may not be able to secure first mortgage financing or increase the availability under, extend the maturity of or refinance our
unsecured credit and term loan facility. If we are unable to obtain needed capital on satisfactory terms or at all, we may not be able to make the investments
needed to expand our business, or to meet our obligations and commitments as they mature. Our access to capital will depend upon a number of factors over which
we have little or no control, including general market conditions, the market’s perception of our current and potential future earnings and cash distributions and the
market price of the shares of our common stock. We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable to
access the capital markets on a timely basis or on favorable terms.
We have a significant amount of debt, and our organizational documents have no limitation on the amount of additional indebtedness that we may
incur in the future.
We have a significant amount of debt. In the future, we may incur additional indebtedness to finance future hotel acquisitions, capital improvements and
development activities and other general corporate purposes. In addition, there are no restrictions in our charter or bylaws that limit the amount or percentage of
indebtedness that we may incur or restrict the form in which our indebtedness will be incurred (including recourse or non-recourse debt or cross-collateralized
debt).
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A substantial level of indebtedness could have adverse consequences for our business, results of operations and financial position because it could, among
other things:
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require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, thereby
reducing our cash flow available to fund working capital, capital expenditures and other general corporate purposes, including to pay dividends on our
common stock and our preferred stock as currently contemplated or necessary to satisfy the requirements for qualification as a REIT;
increase our vulnerability to general adverse economic and industry conditions and limit our flexibility in planning for, or reacting to, changes in our
business and our industry;
limit our ability to borrow additional funds or refinance indebtedness on favorable terms or at all to expand our business or ease liquidity constraints; and
place us at a competitive disadvantage relative to competitors that have less indebtedness.
Generally, our mortgage debt carries maturity dates or call dates such that the loans become due prior to their full amortization. It may be difficult to
refinance or extend the maturity of such loans on terms acceptable to us, or at all, and we may not have sufficient borrowing capacity on our 2018 Unsecured
Credit Facility to repay any amounts that we are unable to refinance. Although we believe that we will be able to refinance or extend the maturity of these loans, or
will have the capacity to repay them, if necessary, using draws under our 2018 Unsecured Credit Facility, there can be no assurance that our 2018 Unsecured
Credit Facility will be available to repay such maturing debt, as draws under our 2018 Unsecured Credit Facility are subject to limitations based upon our
unencumbered assets and certain financial covenants.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
The agreements governing our indebtedness place restrictions on us and our subsidiaries, reducing operational flexibility and creating default risks.
The agreements governing our indebtedness contain covenants that place restrictions on us and our subsidiaries. These covenants may restrict, among
other activities, our and our subsidiaries’ ability to:
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merge, consolidate or transfer all or substantially all of our or our subsidiaries’ assets;
sell, transfer, pledge or encumber our stock or the ownership interests of our subsidiaries;
incur additional debt or place mortgages on our unencumbered hotels;
enter into, terminate or modify leases for our hotels and hotel management and franchise agreements;
make certain expenditures, including capital expenditures;
pay dividends on or repurchase our capital stock; and
enter into certain transactions with affiliates.
These covenants could impair our ability to grow our business, take advantage of attractive business opportunities or successfully compete. Our ability to
comply with financial and other covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. A
breach of any of these covenants or covenants under any other agreements governing our indebtedness could result in an event of default. Cross-default provisions
in our debt agreements could cause an event of default under one debt agreement to trigger an event of default under our other debt agreements. Upon the
occurrence of an event of default under any of our debt agreements, the lenders could exercise their remedies available under the terms of the loan agreements,
which could include accelerating outstanding debt to be immediately due and payable. If we were unable to repay or refinance the accelerated debt, the lenders
could proceed against any assets pledged to secure that debt, including foreclosing on or requiring the sale of our hotels, and the proceeds from the sale of these
hotels may not be sufficient to repay such debt in full.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
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Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in any hotel subject to mortgage
debt.
Except for the borrowings under our unsecured credit and term loan facilities, all of our other long-term debt existing as of December 31, 2019 is secured
by mortgages on our hotel properties and related assets. Incurring mortgages and other secured debt obligations increases our risk of property losses because
defaults on secured indebtedness may result in foreclosure actions initiated by lenders and ultimately our loss of the hotels securing such loans. For tax purposes, a
foreclosure of any of our hotels would be treated as a sale of the hotel for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If
the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the hotel, we would recognize taxable income on foreclosure, but would not
receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the IRC. We may assume or incur new mortgage
indebtedness on the hotels in our portfolio or hotels that we acquire in the future. Any default under any one of our mortgage debt obligations may increase the risk
of our default on our other indebtedness.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
An increase in interest rates would increase our interest costs on our variable rate debt and could have broader effects on the cost of capital for real
estate companies and real estate asset values.
With respect to our existing and future variable-rate debt, an increase in interest rates would increase our interest payments and reduce our cash flow
available for other general corporate purposes, including funding of working capital, capital improvements to our hotels, acquisitions of additional hotels, or
dividends, among other things. In addition, rising interest rates could limit our ability to refinance existing debt when it matures and increase interest costs on any
debt that is refinanced. Further, an increase in interest rates could increase the cost of capital for real estate assets which, in turn, could have a negative effect on
real estate asset values generally, and our hotel properties specifically.
In addition, certain of our variable rate indebtedness uses LIBOR as a benchmark for establishing the rate of interest and may be hedged with LIBOR-
based interest rate derivatives. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. As a result of this
activity, LIBOR may be replaced with a new benchmark or perform differently than in the past. The consequences of these developments cannot be entirely
predicted, but could include an increase in the cost of our variable rate indebtedness.
See “Item 7A. — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Qualitative and Quantitative Effects of
Market Risk.”
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
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We hedge our interest rate exposure to manage our exposure to interest rate volatility, however, such arrangements may adversely affect us.
We have entered into four interest rate swaps having an aggregate notional amount of $400.0 million at December 31, 2019, to hedge against interest rate
increases on certain of our outstanding variable-rate indebtedness. In the future, we may manage our exposure to interest rate volatility by using hedging
arrangements, such as interest rate swaps, caps, and collars. Hedging arrangements involve the risk that the arrangement may fail to protect or adversely affect us
because, among other things:
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interest rate hedging can be expensive, particularly during periods of volatile interest rates;
available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;
the duration of the hedge may not match the duration of the related liability;
the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to collect,
sell, or assign our side of the hedging transaction; and
the hedging counterparty owing money in the hedging transaction may default on its obligation to pay.
As a result of any of the foregoing, our hedging transactions, which are intended to limit losses and exposure to interest rate volatility, could adversely
affect our financial position, results of operations, and cash flows or the market price of our stock. At December 31, 2019, our interest rate swaps were in a liability
position totaling $16.2 million (see "Note 8 - Derivative Financial Instruments and Hedging").
Our success depends on key personnel whose continued service is not guaranteed.
We depend on the efforts and expertise of our management team to manage our day-to-day operations and strategic business activities. The loss of
services from any of the members of our management team, and our inability to find suitable replacements on a timely basis, could adversely affect our financial
position, results of operations, and cash flows or the market price of our stock.
System security risks, data protection breaches, cyber-attacks and systems integration issues could disrupt our internal operations or services provided to
guests at our hotels, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock
price.
We and our third-party managers and franchisors rely on information technology networks and systems, including the Internet, to process, transmit and
store electronic and customer information. These systems require the collection and retention of large volumes of hotel guests’ personally identifiable information,
including credit card numbers. We purchase some of our information technology from vendors, on whom our systems depend. We rely on commercially available
systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer information, such as personally
identifiable information, including information relating to financial accounts. Although we have taken steps to protect the security of our information systems and
the data maintained in those systems, it is possible that our safety and security measures will not be able to prevent the systems’ improper functioning or damage,
or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks. Cyber criminals may be able to penetrate our
network security, or the network security of our third-party managers and franchisors, and misappropriate or compromise our confidential information or that of
our hotel guests, create system disruptions or cause the shutdown of our hotels. Computer programmers and hackers also may be able to develop and deploy
viruses, worms and other malicious software programs that attack our computer systems, or the computer systems operated by our third-party managers and
franchisors, or otherwise exploit any security vulnerabilities of our respective networks. In addition, sophisticated hardware and operating system software and
applications that we and our third-party managers or franchisors may procure from outside companies may contain defects in design or manufacture, including
“bugs” and other problems that could unexpectedly interfere with our internal operations or the operations at our hotels. The costs to eliminate or alleviate cyber or
other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and efforts to address these problems
may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential business at our hotels. Many of the information
systems and networks used to operate our hotel properties are managed by our third-party property managers or franchisors and are not under our control. Any
compromise of the function, security and availability of the information networks managed by our third-party property managers or franchisors could result in
disruptions to operations, delayed sales or bookings, lost guest reservations, increased costs and lower margins. Any of these events could adversely affect our
financial results, stock price and reputation, result in misstated financial reports and subject us to potential litigation and liability.
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Portions of our information technology infrastructure or the information technology infrastructure of our third-party managers and franchisors also may
experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to
time. We or our third-party managers and franchisors may not be successful in implementing new systems and transitioning data, which could cause business
disruptions and be expensive, time consuming, disruptive and resource-intensive. Such disruptions could adversely impact the ability of our third-party managers
and franchisors to fulfill reservations for guestrooms and other services offered at our hotels.
Although we work with our third-party property managers and franchisors to protect the security of our information systems, and the data maintained in
these systems, there can be no assurance that the security measures we have taken will prevent failures, inadequacies or interruptions in system services, or that
system security will not be breached through physical or electronic break-ins, computer viruses or attacks by hackers. The increased level of sophistication and
volume of attacks in recent years make it more difficult to predict the effect of a future breach. In addition, we rely on the security systems of our third-party
managers and franchisors to protect proprietary and customer information from these threats.
All of our third-party property managers carry cyber insurance policies to protect and offset a portion of potential costs that may be incurred from a
security breach. Additionally, we currently have cyber insurance policies to provide supplemental coverage above the coverage carried by our third-party
managers. Despite various precautionary steps to protect our hotels from losses resulting from cyber-attacks, any occurrence of a cyber-attack could still result in
losses at our properties, which could affect our results of operations. To date, we are not currently aware of any cyber incidents that we believe to be material or
that could have a material adverse effect on the business, financial condition and results of operations of the Company.
Any of these items could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
Joint venture investments could be adversely affected by a lack of sole decision-making authority with respect to such investments, disputes with joint
venture partners and the financial condition of joint venture partners.
We have in the past and may in the future enter into strategic joint ventures with unaffiliated investors to acquire, develop, improve or dispose of hotels,
thereby reducing the amount of capital required by us to make investments and diversifying our capital sources for growth. We may not have sole decision-making
authority with respect to these investments, and as a result we may not be able to take actions which are in the best interest of our stockholders. Further, disputes
between us and our joint venture partners may result in litigation or arbitration which could increase our expenses and prevent our officers and directors from
focusing their time and effort on our business and could result in subjecting the hotels owned by the applicable joint venture to additional risks.
In July 2019, the Company entered into a joint venture with GIC, Singapore’s sovereign wealth fund, to acquire assets that align with the Company’s
current investment strategy and criteria. The Company serves as general partner and asset manager of the joint venture and intends to invest 51% of the equity
capitalization of the limited partnership, with GIC investing the remaining 49%. Certain transactions, including, but not limited to, asset acquisitions, hotel
dispositions, and venture financing, require the approval of all parties. The Company earns fees for providing services to the joint venture and will have the
potential to earn incentive fees based on the joint venture achieving certain return thresholds. As of December 31, 2019, the joint venture owns the five hotel
properties acquired in 2019.
If a joint venture partner becomes bankrupt or otherwise defaults on its obligations under a joint venture agreement, we and any other remaining joint
venture partners would generally remain liable for the joint venture liabilities. Furthermore, if a joint venture partner becomes bankrupt or otherwise defaults on its
obligations under a joint venture agreement, we may be unable to continue the joint venture other than by purchasing such joint venture partner’s interests or the
underlying assets at a premium to the market price. If any of the above risks are realized, it could adversely affect our financial position, results of operations, and
cash flows or the market price of our stock.
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Actions by organized labor could have a material adverse effect on our business.
We believe that unions are generally becoming more aggressive about organizing workers at hotels in certain locations. If the workers employed by the
third-party hotel management companies that manage our hotels unionize in the future, potential labor activities at any affected hotel could significantly increase
the administrative, labor and legal expenses of the third-party hotel management company that we have engaged to manage that hotel, which likely would
adversely affect the operating results of the hotel properties. If hotels in our portfolio are unionized, this could adversely affect our financial position, results of
operations, and cash flows or the market price of our stock.
The outbreak of the Coronavirus or an outbreak of other highly infectious or contagious diseases, could adversely affect the number of guests visiting
our hotel properties and disrupt our operations, resulting in a material adverse effect on our business, financial condition, results of operations and cash flows.
Our business is sensitive to the willingness and ability of our customers to travel. The outbreak of the Coronavirus or an outbreak of other highly
infectious or contagious diseases may result in decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely affect the
number of guests that visit our hotel properties. The spread of highly infectious or contagious diseases could cause severe disruptions in air and other forms of
travel that reduce the number of guests visiting our hotel properties. This could disrupt our operations and if the global response to contain the Coronavirus
escalates or is unsuccessful, we could experience a material adverse effect on our business, financial condition, results of operations and cash flows. Management
cannot predict the extent to which disruptions in travel as a result of infectious disease outbreaks, such as the Coronavirus, could have a material adverse effect on
our business, financial condition, results of operations and cash flows.
Risks Related to the Lodging Industry
Economic conditions may adversely affect the lodging industry.
The performance of the lodging industry has historically been directly correlated to the performance of the general economy and, specifically, growth in
U.S. gross domestic product (“GDP”). The lodging industry is also sensitive to business and personal discretionary spending levels. Declines in corporate budgets
and consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence or adverse political
conditions can lower the revenue and profitability of our assets and therefore the net operating profits of our investments. Economic weakness could adversely
affect our financial position, results of operations, and cash flows or the market price of our stock.
We experience a high level of competition from other hotels and alternative accommodations in the markets in which we operate.
The lodging industry is highly competitive. Our hotels compete with other hotels for guests in each market in which our hotels operate based on a number
of factors, including location, convenience, brand affiliation, guestroom rates, range of services and guest amenities or accommodations offered and quality of
customer service. We also compete with numerous owners and operators of vacation ownership resorts, as well as companies that offer alternative
accommodations, such as Airbnb and similar organizations, which operate websites that market available furnished, privately-owned residential properties,
including homes and condominiums, that can be rented on a nightly, weekly or monthly basis. Competition will often be specific to the individual markets in which
our hotels are located and includes competition from existing and new hotels as well as alternative accommodations. The price transparency of the lodging industry
could lead to difficulty in increasing ADR as our competitors may offer guestrooms at lower rates than we can, which could result in our competitors increasing
their occupancy at our expense. Competition could adversely affect our occupancy, ADR and RevPAR, and may require us to provide additional amenities or make
capital improvements that we otherwise would not have to make.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
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Our operating results and ability to make distributions to our stockholders may be adversely affected by the risks inherent to the ownership of hotels and
the markets in which we operate.
Hotels have different economic characteristics than many other real estate assets. A typical office property owner, for example, has long-term leases with
third-party tenants, which provide a relatively stable long-term stream of revenue. By contrast, our hotels are subject to various operating risks common to the
lodging industry, many of which are beyond our control, including the following:
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relatively short-duration occupancies;
dependence on business and commercial travelers and tourism;
over-building of hotels in our markets, which could adversely affect occupancy and revenue at the hotels we acquire;
increases in energy costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial
travelers and tourists;
increases in operating costs, including increased real estate and personal property taxes, due to inflation and other factors that may not be offset by
increased guestroom rates;
potential increases in labor costs at our hotels, including as a result of unionization of the labor force, and increasing health care insurance expense;
changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations,
fiscal policies and ordinances;
adverse effects of international, national, regional and local economic and market conditions; and
unforeseen events beyond our control, such as instability in the national, European or global economy, terrorist attacks, travel-related health concerns
including pandemics and epidemics, travel-related environmental concerns including water contamination and air pollution, political instability,
regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities and travel-related accidents and unusual
weather patterns, including natural disasters such as hurricanes.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
We have significant ongoing needs to make capital expenditures at our hotels, which require us to devote funds to these purposes.
Our hotels have an ongoing need for renovations and other capital improvements, including replacements, from time to time, of furniture, fixtures and
equipment. Our franchisors also require periodic capital improvements as a condition of keeping the franchise licenses. In addition, lenders and hotel management
companies may require that we set aside annual amounts for capital improvements to our assets. These capital improvements and replacements may give rise to the
following risks:
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possible environmental problems;
construction cost overruns and delays;
a possible shortage of available cash to fund capital improvements and replacements and, the related possibility that financing for these capital
improvements may not be available to us on affordable terms; and
uncertainties as to market demand or a loss of market demand after capital improvements and replacements have begun.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
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Hotel development is subject to timing, budgeting and other risks.
We have in the past and may in the future develop hotels or acquire hotels that are under development from time to time as suitable opportunities arise,
taking into consideration general economic conditions. Hotel development involves a number of risks, including the following:
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possible environmental problems;
construction cost overruns and delays;
receipt of and expense related to zoning, occupancy and other required governmental permits and authorizations;
development costs incurred for projects that are not pursued to completion;
acts of God such as earthquakes, hurricanes, floods or fires that could adversely affect a project;
inability to raise capital; and
governmental restrictions on the nature or size of a project.
To the extent we develop hotels or acquire hotels under development, we cannot provide assurance that any development project will be completed on
time or within budget. Our inability to complete a project on time or within budget could adversely affect our financial position, results of operations, and cash
flows or the market price of our stock.
Customers may increasingly use Internet travel intermediaries.
Our hotel guestrooms can be booked through Internet travel intermediaries, including, but not limited to Expedia.com and Booking.com, and their
portfolio of companies (commonly referred to as "online travel agents" or "OTA's"). As these Internet bookings increase, these intermediaries may be able to
obtain higher commissions, reduced guestroom rates or other significant contract concessions from our management companies. Moreover, some of these Internet
travel intermediaries are attempting to offer hotel guestrooms as a commodity, by increasing the importance of price and general indicators of quality (such as
“three-star downtown hotel”) at the expense of brand identification. These agencies hope that consumers will eventually develop brand loyalties to their
reservations system rather than to the brands under which our hotels are franchised. If the amount of sales made through Internet intermediaries increases
significantly, guestroom revenue may flatten or decrease, which could adversely affect our financial position, results of operations, and cash flows or the market
price of our stock.
We could incur uninsured and underinsured losses.
We intend to maintain comprehensive insurance on our hotels, including liability, fire and extended coverage, of the type and amount we believe are
customarily obtained for or by owners of hotels similar to our hotels. Various types of catastrophic losses, such as hurricanes, floods and earthquakes, acts of
terrorism, data breaches, losses related to business disruption from disputes with franchisors, or losses from customer litigation, may not be insurable or may not be
economically insurable. In the event of a substantial loss, our insurance coverage may not be sufficient to cover the operating loss or the full market value or
replacement cost of our lost investment. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have
invested in a hotel, as well as the anticipated future revenue from the hotel. In that event, we might nevertheless remain obligated for any mortgage debt or other
financial obligations related to the asset. Loan covenants, inflation, changes in building codes and ordinances, environmental considerations and other factors might
also keep us from using insurance proceeds to replace or renovate an asset after it has been damaged or destroyed. Under those circumstances, the insurance
proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed hotels.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
Consumer trends and preferences, particularly with respect to younger generations, could change away from select-service hotels.
Consumer trends and preferences continuously change, especially within younger generations. Many new hotel brands have been introduced over recent
years to specifically address the perceived unique needs and preferences of younger travelers. As our portfolio is concentrated in select-service hotels, significant
consumer shifts in preferences away from select-service hotels could adversely affect our financial position, results of operations, and cash flows or the market
price of our stock.
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Risks Related to the Real Estate Industry and Real Estate-Related Investments
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our hotels or to adjust
our portfolio in response to changes in economic and other conditions.
Our ability to promptly sell one or more hotels in our portfolio in response to changing economic, financial and investment conditions may be limited. We
cannot predict whether we will be able to sell any hotels for the price or on the terms set by us, or whether any price or other terms offered by a prospective
purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of an asset. The real estate
market is affected by many factors that are beyond our control, including:
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adverse changes in international, national, regional and local economic and market conditions;
changes in interest rates and in the availability, cost and terms of debt financing;
changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations,
fiscal policies and ordinances;
the ongoing need for capital improvements, particularly in older structures, that may require us to expend funds to correct defects or to make
improvements before an asset can be sold;
changes in operating expenses; and
civil unrest, acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses, and acts of war, terrorism or
environmental uncertainties, such as the effect of the Coronavirus or outbreak of other significant diseases.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
We could incur significant costs related to government regulation and litigation over environmental, health and safety matters.
Our hotels and development land parcels are subject to various federal, state and local environmental laws that impose liability for contamination. Under
these laws, governmental entities have the authority to require us, as the current or former owner of the property, to perform or pay for the cleanup of
contamination (including hazardous substances, waste or petroleum products) at or emanating from the property and to pay for natural resource damage arising
from contamination. These laws often impose liability without regard to whether the owner or operator knew of, or caused the contamination. We can also be liable
to private parties for costs of remediation, personal injury and death and/or property damage resulting from contamination at or emanating from our properties.
Moreover, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow funds using the property as collateral or to
sell the property on favorable terms or at all. Furthermore, persons who sent waste to a waste disposal facility, such as a landfill or an incinerator, may be liable for
costs associated with cleanup of that facility.
In addition, our hotels (including our real property, operations and equipment) are subject to various federal, state and local environmental, health and
safety regulatory requirements that address a wide variety of issues, including, but not limited to the registration, maintenance and operation of our boilers and
storage tanks, air emissions from emergency generators, storm water and wastewater discharges, asbestos, lead-based paint, mold and mildew, and waste
management. Some of our hotels also routinely handle or use hazardous or regulated substances and waste in their operations (for example, swimming pool
chemicals or biological waste). Our hotels incur costs to comply with these environmental, health and safety laws and regulations and if these regulatory
requirements are not met or unforeseen events result in the discharge of dangerous or toxic substances at our hotels, we could be subject to fines and penalties for
non-compliance with applicable laws and material liability from third parties for harm to the environment, damage to real property or personal injury and death.
We are aware of no past or present environmental liability for non-compliance with environmental, health and safety laws and regulations that we believe would
have a material adverse effect on our business, assets or results of operations.
Certain hotels we currently own or those we acquire in the future contain, may contain, or may have contained, asbestos-containing material (“ACM”).
Environmental, health and safety laws require that ACM be properly managed and maintained, and include requirements to undertake special precautions, such as
removal or abatement, if ACM would be disturbed during maintenance, renovation, or demolition of a building. These laws regarding ACM may impose fines and
penalties on building owners, employers and operators for failure to comply with these requirements or expose us to third-party liability.
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These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
Compliance with the laws, regulations and covenants that apply to our hotels, including permit, license and zoning requirements, may adversely affect
our ability to make future acquisitions or renovations, result in significant costs or delays and adversely affect our growth strategy.
Our hotels are subject to various covenants and local laws and regulatory requirements, including permitting and licensing requirements which can restrict
the use of our properties and increase the cost of acquisition, development and operation of our hotels. In addition, federal and state laws and regulations,
including laws such as the ADA, impose further restrictions on our operations. Under the ADA, all public accommodations must meet federal requirements related
to access and use by disabled persons. We have not conducted a comprehensive audit or investigation of all of our properties to determine our compliance. As
such, some of our hotels currently may be in noncompliance with the ADA. If one or more of the hotels in our portfolio is not in compliance with the ADA or any
other regulatory requirements, we may be required to incur additional costs to bring the hotel into compliance and we might incur damages or governmental fines.
In addition, existing requirements may change and future requirements may require us to make significant unanticipated expenditures.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
We have fixed obligations related to right-of-use assets on which certain of our hotels are located.
If we default on the terms of any of our right-of-use assets, such as ground leases, air rights or other intangible assets, and are unable to cure the default in
a timely manner, we may be liable for damages and could lose our leasehold interest in the applicable property and interest in the hotel on the applicable property.
An event of default that is not timely cured could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
The states and localities in which we own material amounts of property or conduct material business operations could raise their income and property
tax rates or amend their tax regimes in a manner that increases our state and local tax liabilities.
We and our subsidiaries are subject to income tax and other taxes by states and localities in which we conduct business. Additionally, we are and will
continue to be subject to property taxes in states and localities in which we own property, and our TRS lessees are and will continue to be subject to state and local
corporate income tax. As these states and localities seek additional sources of revenue, they may, among other steps, raise income and property tax rates or amend
their tax regimes to eliminate for state income tax purposes the favorable tax treatment REITs enjoy for federal income tax purposes. We cannot predict when or if
any states or localities would make any such changes, or what form those changes would take. If states and localities in which we own material amounts of
property or conduct material amounts of business make changes to their tax rates or tax regimes that increase our state and local tax liabilities, such increases could
adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
Risks Related to Our Organization and Structure
Our fiduciary duties as the general partner of our Operating Partnership could create conflicts of interest.
We, through our wholly-owned subsidiary that serves as the sole general partner of our Operating Partnership, have fiduciary duties to our Operating
Partnership’s limited partners, the discharge of which may conflict with the interests of our stockholders. The limited partners of our Operating Partnership have
agreed for so long as we own a controlling interest in our Operating Partnership that, in the event of a conflict between the duties owed by our directors to our
company and the duties that we owe, in our capacity as the sole general partner of our Operating Partnership, to the limited partners, our directors must give
priority to the interests of our stockholders. In addition, those persons holding Common Units have the right to vote on certain amendments to the limited
partnership agreement (which require approval by a majority interest of the limited partners, including us) and individually to approve certain amendments that
would adversely affect their rights, as well as the right to vote on mergers and consolidations of the general partner or us in certain limited circumstances. These
voting rights may be exercised in a manner that conflicts with the interests of our stockholders. For example, we cannot adversely affect the limited partners’ rights
to receive distributions, as set forth in the limited partnership agreement, without their consent, even though modifying such rights might be in the best interest of
our stockholders generally.
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Provisions of our charter may limit the ability of a third party to acquire control of us by authorizing our board of directors to issue additional
securities.
Our board of directors may, without stockholder approval, amend our charter to increase or decrease the aggregate number of our shares or the number of
shares of any class or series that we have the authority to issue and to classify or reclassify any unissued shares of common stock or preferred stock, and set the
preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors may authorize the issuance of additional shares or
establish a series of common or preferred stock that may have the effect of delaying or preventing a change in control of our company, including transactions at a
premium over the market price of our shares, even if stockholders believe that a change in control is in their interest. These provisions, along with the restrictions
on ownership and transfer contained in our charter and certain provisions of Maryland law described below, could discourage unsolicited acquisition proposals or
make it more difficult for a third party to gain control of us, which could adversely affect the market price of our securities.
Provisions of Maryland law may limit the ability of a third party to acquire control of us by requiring our board of directors or stockholders to approve
proposals to acquire our company or effect a change in control.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) applicable to Maryland corporations may have the effect of inhibiting a third
party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide our stockholders with the
opportunity to realize a premium over the then-prevailing market price of such shares, including “business combination” and “control share” provisions.
By resolution of our board of directors, we have opted out of the business combination provisions of the MGCL and provided that any business
combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first
approved by our board of directors (including a majority of directors who are not affiliates or associates of such persons). In addition, pursuant to a provision in our
bylaws, we have opted out of the control share provisions of the MGCL. However, our board of directors may by resolution elect to opt in to the business
combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Under Maryland law, generally, a director will not be liable if he or she performs his or her duties in good faith, in a manner he or she reasonably believes
to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter limits
the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:
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actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action
adjudicated.
Our charter authorizes us to indemnify our directors and officers for actions taken by them in those capacities to the maximum extent permitted by
Maryland law. Our bylaws require us to indemnify each director and officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding
to which he or she is made, or threatened to be made, a party by reason of his or her service to us. In addition, we may be obligated to advance the defense costs
incurred by our directors and officers. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise
exist absent the current provisions in our charter and bylaws or that might exist with other companies.
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Our stockholders have limited voting rights and our charter contains provisions that make removal of our directors difficult.
Our shares of common stock are the only class of our securities that carry full voting rights. Voting rights for holders of our preferred stock exist primarily
with respect to the ability to elect two additional directors to our board of directors in the event that six quarterly dividends (whether or not consecutive) payable on
the preferred stock are in arrears, and with respect to voting on amendments to our charter or articles supplementary relating to the preferred stock that materially
and adversely affect the rights of the holders of preferred stock or create additional classes or series of senior equity securities. Further, our charter provides that a
director may be removed only for cause (as defined in our charter) and then only by the affirmative vote of holders of shares entitled to cast at least two-thirds of
the votes entitled to be cast generally in the election of directors. Our charter also provides that vacancies on our board of directors may be filled only by a majority
of the remaining directors in office, even if less than a quorum. These requirements prevent stockholders from removing directors except for cause and with a
substantial affirmative vote and from replacing directors with their own nominees and may prevent a change in control of our company or effect other management
changes that are in the best interests of our stockholders.
The ability of our board of directors to change our major policies without the consent of stockholders may not be in our stockholders’ interest.
Our board of directors determines our major policies, including policies and guidelines relating to our acquisitions, leverage, financing, growth,
operations and distributions to stockholders. Our board of directors may amend or revise these and other policies and guidelines from time to time without the vote
or consent of our stockholders. Accordingly, our stockholders will have limited control over changes in our policies and those changes could adversely affect our
financial position, results of operations, and cash flows or the market price of our stock.
Our board of directors has the ability to revoke our REIT qualification without stockholder approval.
Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it
determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to be a REIT, we would become subject to federal income tax on our
taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the total
return to our stockholders.
We are a holding company with no direct operations. As a result, we rely on funds received from our Operating Partnership to pay liabilities and
dividends, our stockholders’ claims will be structurally subordinated to all liabilities of our Operating Partnership and our stockholders will not have any
voting rights with respect to our Operating Partnership activities, including the issuance of additional Common Units or Preferred Units.
We are a holding company and conduct all of our operations through our Operating Partnership. We do not have, apart from our ownership of our
Operating Partnership, any independent operations. As a result, we rely on distributions from our Operating Partnership to pay any dividends we might declare on
shares of our common or preferred stock. We also rely on distributions from our Operating Partnership to meet any of our obligations, including tax liabilities on
taxable income allocated to us from our Operating Partnership (which might make distributions to us that do not equal the tax on such allocated taxable income).
In addition, because we are a holding company, stockholders’ claims will be structurally subordinated to all existing and future liabilities and obligations
(whether or not for borrowed money) of our Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization,
claims of our stockholders will be satisfied only after all of our and our Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in
full.
We own approximately 99.8% of the Common Units in the Operating Partnership, all of the issued and outstanding 6.45% Series D Cumulative
Redeemable Preferred Units of the Operating Partnership (“Series D Preferred Units”), and all of the issued and outstanding 6.25% Series E Cumulative
Redeemable Preferred Units of the Operating Partnership ("Series E Preferred Units"). We refer to the Series D Preferred Units and Series E Preferred Units
collectively as Preferred Units. Any future issuances by our Operating Partnership of additional Common Units or Preferred Units could reduce our ownership
percentage in our Operating Partnership. Because our common stockholders do not directly own any Common Units or Preferred Units, they will not have any
voting rights with respect to any such issuances or other partnership-level activities of the Operating Partnership.
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If we are unable to maintain an effective system of internal controls, we may not be able to produce and report accurate financial information on a
timely basis or prevent fraud.
A system of internal controls that is well designed and properly functioning is critical for us to produce and report accurate and reliable financial
information and effectively prevent fraud. We must also rely on the quality of the internal control environments of our third-party property managers who provide
us with financial information related to our hotel properties. At times, we may identify areas of internal controls that are not properly functioning as designed, that
need improvement or that must be developed to ensure that we have an adequate system of internal controls. Section 404 of the Sarbanes-Oxley Act of 2002
requires us to evaluate and report on our internal controls over financial reporting and have our independent auditors annually issue their own opinion on our
internal controls over financial reporting. We cannot be certain that we will be successful in maintaining adequate internal controls over our financial reporting and
processes. Additionally, as we grow our business, our internal controls will become more complex and we will require significantly more resources to ensure that
our internal controls remain effective. If we or our independent auditors discover a material weakness, the disclosure of that fact, even if promptly remedied, could
cause our stockholders to lose confidence in our financial results, which could reduce the market value of our common shares. Additionally, the existence of any
material weakness or significant deficiency could require management to devote substantial time and incur significant expense to remediate any such conditions.
There can be no assurance that management will be able to remediate any material weaknesses in a timely manner.
Risks Related to Ownership of Our Securities
The New York Stock Exchange (“NYSE”) or another nationally-recognized exchange may not continue to list our securities.
Our common stock trades on the NYSE under the symbol “INN,” our 6.45% Series D Cumulative Redeemable Preferred Stock trades on the NYSE under
the symbol “INN-PD,” and our 6.25% Series E Cumulative Redeemable Preferred Stock trades on the NYSE under the symbol "INN-PE." In order for our
securities to remain listed, we are required to meet the continued listing requirements of the NYSE or, in the alternative, any other nationally-recognized exchange
to which we apply. We may be unable to satisfy those listing requirements, and there is no guarantee our securities will remain listed on a nationally-recognized
exchange. If our securities are delisted from the NYSE or another nationally-recognized exchange, we could face significant material adverse consequences,
including:
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a limited availability of market quotations for our securities;
a limited ability of our stockholders to make transactions in our securities;
additional trading restrictions being placed on us;
reduced liquidity with respect to our securities;
a determination that our common stock is “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules,
possibly resulting in a reduced level of trading activity in the secondary trading market for the common stock;
a limited amount of news and analyst coverage; and
a decreased ability to issue additional securities or obtain additional financing in the future.
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The cash available for distribution may not be sufficient to make distributions at expected levels and we may use borrowed funds or funds from other
sources to make distributions.
Subject to the preferential rights of the holders of our Series D and Series E preferred stock and any other class or series of our stock that are senior to our
common stock with respect to distribution rights, we intend to make quarterly distributions to holders of our common stock. Distributions declared by us will be
authorized by our board of directors in its sole discretion out of funds legally available for distribution and will depend upon a number of factors, including
restrictions under applicable law and the capital requirements of our company. All distributions will be made at the discretion of our board of directors and will
depend on our earnings, our financial condition, the requirements for qualification as a REIT, restrictions under applicable law and other factors as our board of
directors may deem relevant from time to time. We may be required to fund distributions from working capital, borrowings under our 2018 Unsecured Credit
Facility, proceeds of future stock offerings or a sale of assets to the extent distributions exceed earnings or cash flows from operations. Funding distributions from
working capital would restrict our operations. If we borrow from our 2018 Unsecured Credit Facility to pay distributions, we would be more limited in our ability
to execute our strategy of using our 2018 Unsecured Credit Facility to fund acquisitions or capital expenditures. Finally, selling assets may require us to dispose of
assets at a time or in a manner that is not consistent with our disposition strategy. If we borrow to fund distributions, our leverage ratios and future interest costs
would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. We may not be able to make
distributions in the future. In addition, some of our distributions may be considered a return of capital for income tax purposes. If we decide to make distributions
in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes
to the extent of the holder’s adjusted tax basis in their shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its
investment. If distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock.
The market price of our stock may be volatile due to numerous circumstances beyond our control.
The trading prices of equity securities issued by REITs and other real estate companies historically have been affected by changes in market interest rates.
One of the factors that may influence the market price of our common or preferred stock is the annual yield from distributions on our common or preferred stock,
respectively, as compared to yields on other financial instruments. An increase in market interest rates, or a decrease in our distributions to stockholders, may lead
prospective purchasers of our common or preferred stock to demand a higher annual yield, which could reduce the market price of our common or preferred stock,
respectively.
Other factors that could affect the market price of our stock include the following:
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actual or anticipated variations in our quarterly results of operations;
increases in interest rates;
changes in market valuations of companies in the lodging industry;
changes in expectations of future financial performance or changes in estimates of securities analysts;
fluctuations in stock market prices and volumes;
our issuances of common stock, preferred stock, or other securities in the future;
the inclusion of our common stock and preferred stock in equity indices, which could induce additional purchases;
the exclusion of our common stock and preferred stock from equity indices;
the addition or departure of key personnel;
announcements by us or our competitors of acquisitions, investments or strategic alliances;
unforeseen events beyond our control, such as instability in the national, European or global economy, terrorist attacks, travel related health concerns
including pandemics and epidemics, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory
authorities and travel-related accidents and unusual weather patterns, including natural disasters; and
changes in the tax laws or regulations to which we are subject.
The market’s perception of our growth potential and our current and potential future cash distributions, whether from operations, sales or refinancings, as
well as the real estate market value of the underlying assets, may cause our common and preferred stock to trade at prices that differ from our net asset value per
share. If we retain operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our
underlying assets, may not correspondingly increase the market price of our common and preferred stock. Our failure to meet the market’s expectations with regard
to future earnings and distributions likely would adversely affect the market price of our common and preferred stock.
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The trading market for our stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not
control these analysts. Furthermore, if one or more of the analysts who do cover us downgrades our stock or our industry, or the stock of any of our competitors,
the price of our stock could decline. If one or more of these analysts ceases coverage of our company, we could lose attention in the market, which in turn could
cause the price of our stock to decline.
The number of shares of our common stock and preferred stock available for future sale could adversely affect the market price per share of our
common stock and preferred stock, respectively, and future sales by us of shares of our common stock, preferred stock, or issuances by our Operating
Partnership of Common Units may be dilutive to existing stockholders.
Sales of substantial amounts of shares of our common stock or preferred stock in the public market, or upon exchange of Common Units or exercise of
any equity awards, or the perception that such sales might occur, could adversely affect the market price of our common stock and preferred stock. As of
February 18, 2020, a total of 204,065 Common Units are redeemable and could be converted into shares of our common stock and sold into the public market. The
exchange of Common Units for common stock, the vesting of any equity-based awards granted to certain directors, executive officers and other employees under
the 2011 Equity Incentive Plan which was amended and restated effective June 15, 2015 (as amended and restated, the “Equity Plan”), the issuance of our common
stock or Common Units in connection with hotel, portfolio or business acquisitions and other issuances of our common stock or Common Units could have an
adverse effect on the market price of the shares of our common stock.
We may execute future offerings of debt securities, which would be senior to our common and preferred stock upon liquidation, and issuances of equity
securities (including Common Units).
In the future we may offer debt securities and issue equity securities, including Common Units, preferred stock or other preferred shares that may be
senior to our common stock for purposes of dividend distributions or upon liquidation. Upon liquidation, holders of our debt securities and our preferred shares will
receive distributions of our available assets prior to the holders of our common stock. Holders of our common stock are not entitled to preemptive rights or other
protections against us offering senior debt or equity securities. Therefore, additional common share issuances, directly or through convertible or exchangeable
securities (including Common Units), warrants or options, will dilute the holdings of our existing common stockholders and such issuances or the perception of
such issuances may reduce the market price of our common stock. In addition, new issues of preferred stock could have a preference on liquidating distributions
and a preference on dividend payments that could limit our ability to pay a dividend or make another distribution to the holders of our common stock. Because our
decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount,
timing or nature of future issuances. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stock and diluting their
interest in us.
Risks Related to Our Status as a REIT
Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation.
The REIT rules and regulations are highly technical and complex. We believe that our organization and method of operation has enabled us to meet the
requirements for qualification and taxation as a REIT commencing with our short taxable year ended December 31, 2011. However, we cannot provide assurance
that we will remain qualified as a REIT.
Failure to qualify as a REIT could result from a number of situations, including, without limitation:
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if the leases of our hotels to our TRS lessees are not respected as true leases for federal income tax purposes;
if our Operating Partnership is treated as a publicly traded partnership taxable as a corporation for federal income tax purposes;
if our existing or future hotel management companies do not qualify as “eligible independent contractors” or if our hotels are not “qualified lodging
facilities,” as required by federal income tax law; or
if we fail to meet any of the required REIT qualifications.
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If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions
to our stockholders because:
•
•
•
we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal income tax
at regular corporate rates (at a rate of 21%);
we could be subject to increased state and local taxes; and
unless we are entitled to relief under certain federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in
which we failed to qualify as a REIT.
In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions. As a result of all these factors, our failure to qualify as a
REIT could impair our ability to expand our business and raise capital, and it could adversely affect the value of our stock.
Even if we continue to qualify as a REIT, we may face other tax liabilities.
Even if we continue to qualify for taxation as a REIT, we may be subject to certain federal, state and local taxes on our income and assets including, but
not limited to taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and
transfer taxes. In addition, our TRSs are subject to regular corporate federal, state and local taxes. Any of these taxes would decrease cash available for
distributions to stockholders.
Failure to make required distributions would subject us to federal corporate income tax.
We intend to operate in a manner so as to qualify as a REIT for federal income tax purposes. To qualify as a REIT, we generally are required to distribute
at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, each year to our
stockholders. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to federal
corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% non-deductible excise tax if the actual amount that we pay out to
our stockholders in a calendar year is less than a minimum amount specified under the IRC.
We have significant REIT distribution requirements to maintain our status as a REIT.
To satisfy the requirements for qualification as a REIT and to meet the REIT distribution requirements, we may need to borrow funds on a short-term
basis or sell assets, even if the then-prevailing market conditions are not favorable for these borrowings or sales. Our cash flows from operations may be
insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for federal income
tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt service or amortization payments. Our REIT distribution
requirements could adversely affect our liquidity and may force us to borrow funds or sell assets during unfavorable market conditions or pay taxable stock
dividends. The insufficiency of our cash flows to cover our distribution requirements could have an adverse effect on our ability to raise short- and long-term debt
or sell equity securities to fund distributions required to maintain our qualification as a REIT.
The formation of our TRSs increases our overall tax liability.
Our TRSs are subject to federal, state and local income tax on their taxable income, which typically consists of the revenue from the hotels leased by our
TRS lessees, net of the operating expenses for such hotels and rent payments to us and, in the case of any hotel that is owned by a wholly-owned subsidiary of our
TRSs, the revenue from that hotel, net of the operating expenses. In certain circumstances, the ability of our TRSs to deduct interest expense or utilize net operating
loss carryforwards for federal income tax purposes may be limited. Accordingly, although our ownership of our TRSs allows us to participate in the operating
income from our hotels in addition to receiving rent, that operating income will be fully subject to income tax. The after-tax net income of our TRSs is available for
distribution to us.
Our TRS lessee structure subjects us to the risk of increased hotel operating expenses.
Our leases with our TRS lessees require our TRS lessees to pay us rent based in part on revenue from our hotels. Our operating risks include decreases in
hotel revenue and increases in hotel operating expenses, including but not limited to increases in wage and benefit costs, repair and maintenance expenses, energy
costs and other operating expenses, which would adversely affect our TRSs’ ability to pay us rent due under the leases. Increases in these operating expenses could
adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
26
Our Operating Partnership could be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes.
Although we believe that our Operating Partnership will be treated as a partnership for federal income tax purposes, no assurance can be given that the
IRS will not successfully challenge that position. If the IRS were to successfully contend that our Operating Partnership should be treated as a publicly traded
partnership taxable as a corporation, we would fail to meet the 75% gross income test and certain of the asset tests applicable to REITs and, unless we qualified for
certain statutory relief provisions, we would cease to qualify as a REIT. Also, our Operating Partnership would become subject to federal, state and local income
tax, which would reduce significantly the amount of cash available for debt service and for distribution to us.
Our current hotel management companies, or any other hotel management companies that we may engage in the future may not qualify as “eligible
independent contractors,” or our hotels may not be considered “qualified lodging facilities.”
Rent paid by a lessee that is a “related party tenant” of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs.
An exception is provided, however, for leases of “qualified lodging facilities” to a TRS so long as the hotels are managed by an “eligible independent contractor”
and certain other requirements are satisfied. We lease all of our hotels to our TRS lessees. All of our hotels are operated pursuant to hotel management agreements
with Aimbridge and other hotel management companies, each of which we believe qualifies as an “eligible independent contractor.” Among other requirements, to
qualify as an eligible independent contractor, the hotel manager must not own, directly or through its stockholders, more than 35% of our outstanding shares, and
no person or group of persons can own more than 35% of our outstanding shares and the shares (or ownership interest) of the hotel manager, taking into account
certain ownership attribution rules. The ownership attribution rules that apply for purposes of these 35% thresholds are complex, and monitoring actual and
constructive ownership of our shares by our hotel managers and their owners may not be practical. Accordingly, there can be no assurance that these ownership
levels will not be exceeded.
In addition, for a hotel management company to qualify as an eligible independent contractor, such company or a related person must be actively engaged
in the trade or business of operating “qualified lodging facilities” (as defined below) for one or more persons not related to the REIT or its TRS at each time that
such company enters into a hotel management contract with a TRS or its TRS lessee. As of the date hereof, we believe each of our hotel management companies
operates qualified lodging facilities for certain persons who are not related to us or our TRSs. However, no assurances can be provided that our hotel management
companies or any other hotel managers that we may engage in the future will in fact comply with this requirement. Failure to comply with this requirement would
require us to find other managers for future contracts and if we hired a management company without knowledge of the failure, it could jeopardize our status as a
REIT.
Finally, each property with respect to which our TRS lessees pay rent must be a “qualified lodging facility.” A “qualified lodging facility” is a hotel,
motel or other establishment more than one-half of the dwelling units in which are used on a transient basis, including customary amenities and facilities, provided
that no wagering activities are conducted at or in connection with such facility by any person who is engaged in the business of accepting wagers and who is
legally authorized to engage in such business at or in connection with such facility. As of the date hereof, we believe that the properties that are leased to our TRS
lessees are qualified lodging facilities. Although we intend to monitor future acquisitions and improvements of properties, REIT provisions of the IRC provide only
limited guidance for making determinations under the requirements for qualified lodging facilities, and there can be no assurance that these requirements will be
satisfied. If any of our properties are not deemed to be a "qualified lodging facility," we may fail to qualify as a REIT.
Our ownership of our TRSs are subject to limitations and our transactions with our TRSs could cause us to be subject to a 100% penalty tax on certain
income or deductions if those transactions are not conducted on arm’s-length terms.
Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. In addition, the IRC limits the
deductibility of interest paid or accrued by a TRS to its parent REIT to provide assurance that the TRS is subject to an appropriate level of corporate taxation. The
IRC also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. The 100% tax
would apply, for example, to the extent that we were found to have charged our TRS lessees rent in excess of an arm’s-length rent. We monitor the value of our
investment in our TRSs for the purpose of ensuring compliance with TRS ownership limitations and structure our transactions with our TRSs on terms that we
believe are arm’s-length to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the 20%
TRS limitations or to avoid application of the 100% excise tax.
27
If any subsidiary REIT failed to qualify as a REIT, we could be subject to higher taxes and could fail to remain qualified as a REIT.
We own and may in the future own interests in entities that have elected to be taxed as a REIT under the U.S. federal income tax laws (each, a “subsidiary
REIT”). A subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If any of our
subsidiary REITs were to fail to qualify as a REIT, then (i) such subsidiary REIT would become subject to U.S. federal income tax and (ii) our ownership of shares
in such subsidiary REIT would cease to be a qualifying asset for purposes of the asset tests applicable to REITs. If any subsidiary REIT was to fail to qualify as a
REIT, it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail
ourselves of certain relief provisions. We may make “protective” TRS elections with respect to our subsidiary REITs and may implement other protective
arrangements intended to avoid such an outcome if a subsidiary REIT was not to qualify as a REIT, but there can be no assurance that such “protective” election
and other arrangements will be effective to avoid the resulting adverse consequences to us. Moreover, even if the “protective” TRS election was to be effective in
the event of the failure of our subsidiary REIT to maintain its qualification as a REIT, such subsidiary REIT would be subject to federal income tax and we cannot
assure you that we would not fail to satisfy the requirement that not more than 20 percent of the value of our total assets may be represented by the securities of one
or more TRSs. In this event, we would fail to qualify as a REIT unless we or such subsidiary REIT could avail ourselves or itself of certain relief provisions.
We may be subject to adverse legislative or regulatory tax changes.
At any time, the federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict when or
if any new federal income tax law, regulation, or administrative interpretation, or any amendment to any existing federal income tax law, regulation or
administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively. We
and our stockholders could be adversely affected by any such change in, or any new, federal income tax law, regulation or administrative interpretation and we
could experience a reduction in the price of our stock. We cannot predict the long-term effect of any recent changes or any future law changes on REITs and their
stockholders.
Stockholders may be restricted from acquiring or transferring certain amounts of our stock.
The stock ownership restrictions of the IRC for REITs and the 9.8% stock ownership limit in our charter may inhibit market activity in our capital stock
and restrict our business combination opportunities.
To qualify as a REIT for each taxable year, five or fewer individuals, as defined in the IRC, may not own, beneficially or constructively, more than 50%
in value of our issued and outstanding stock at any time during the last half of a taxable year. Attribution rules in the IRC determine if any individual or entity
beneficially or constructively owns our capital stock under this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at
least 335 days of a taxable year for each taxable year. To help ensure that we meet these tests, our charter restricts the acquisition and ownership of shares of our
capital stock.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT.
Unless exempted by our board of directors, our charter prohibits any person from beneficially or constructively owning more than 9.8% in value or number of
shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. Our board of directors may not grant an exemption from
these restrictions to any proposed transferee whose ownership in excess of 9.8% of the value of our outstanding shares would result in our failing to qualify as a
REIT. These restrictions on transferability and ownership will not apply, however, if our board of directors determines that it is no longer in our best interest to
continue to qualify as a REIT.
28
We may pay taxable dividends in our common stock and cash, in which case stockholders may sell shares of our common stock to pay tax on such
dividends.
We may distribute taxable dividends that are payable in cash and common stock at the election of each stockholder. Under IRS Revenue Procedure 2017-
45, as a publicly offered REIT, as long as at least 20% of the total dividend is available in cash and certain other requirements are satisfied, the IRS will treat the
stock distribution as a dividend (to the extent applicable rules treat such distribution as being made out of our earnings and profits). If we made a taxable dividend
payable in cash and common stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to
the extent of our current and accumulated earnings and profits, as determined for federal income tax purposes. As a result, stockholders may be required to pay
income tax with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the common stock that it receives as a dividend to
pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock
at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold federal income tax with respect to such
dividends, including in respect of all or a portion of such dividend that is payable in common stock. If we made a taxable dividend payable in cash and our
common stock and a significant number of our stockholders determine to sell shares of our common stock to pay taxes owed on dividends, it may put downward
pressure on the trading price of our common stock. We do not currently intend to pay a taxable dividend of our common stock and cash.
The 100% prohibited transactions tax may limit our ability to dispose of our properties, and we could incur a material tax liability if the IRS
successfully asserts that the 100% prohibited transaction tax applies to some or all of our past or future dispositions.
A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property,
other than foreclosure property, held primarily for sale to customers in the ordinary course of business. We have selectively disposed of certain of our properties in
the past and intend to make additional dispositions in the future. Although a safe harbor to the characterization of the sale of property by a REIT as a prohibited
transaction is available, some of our past dispositions may not have qualified for that safe harbor and some or all of our future dispositions may not qualify for that
safe harbor. We believe that our past dispositions will not be treated as prohibited transactions, and we may avoid disposing of property that may be characterized
as held primarily for sale to customers in the ordinary course of business. Consequently, we may choose not to engage in certain sales of our properties or may
conduct such sales through our TRSs, which would be subject to federal and state income taxation as a corporation. Moreover, no assurance can be provided that
the IRS will not assert that some or all of our past or future dispositions are subject to the 100% prohibited transactions tax. If the IRS successfully imposes the
100% prohibited transactions tax on some or all of our dispositions, the resulting tax liability could be material.
The IRS could determine that certain payments we have received in the nature of liquidated damages may not be ignored for purposes of the gross
income tests applicable to REITs.
In connection with our purchases and sales of properties, we have received payments in the nature of liquidated damages. The IRC does not specify the
treatment of litigation settlements and liquidated damages for purposes of the gross income tests applicable to REITs. The IRS has issued private letter rulings to
other taxpayers ruling that such payments will be ignored for purposes of the gross income tests. A private letter ruling can be relied upon only by the taxpayer to
whom it was issued. Based on the IRS’s private letters rulings and the advice of our tax advisors, we believe these payments should be ignored for purposes of the
gross income tests. No assurance can be provided that the IRS will not successfully challenge that position. In the event of a successful challenge, we believe that
we would be able to maintain our REIT status if we qualified to use a REIT “savings clause” and paid the required penalty.
Item 1B. Unresolved Staff Comments.
None.
29
Item 2. Properties.
Our Portfolio
A list of our hotel properties as of December 31, 2019 is included in the table below. According to current chain scales as defined by STR, as of
December 31, 2019, two of our hotel properties with a total of 280 guestrooms are categorized as Upper-upscale hotels, 60 of our hotel properties with a total of
9,537 guestrooms are categorized as Upscale hotels and 10 of our hotel properties with a total of 1,471 guestrooms are categorized as Upper-midscale
hotels. Hotel information for the year ended December 31, 2019 is as follows:
Franchise/Brand
Marriott
AC Hotel by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Courtyard by Marriott(1)
Fairfield Inn & Suites by Marriott(2)
Four Points by Sheraton(2)
Marriott(1)
Residence Inn by Marriott(4)
Residence Inn by Marriott(1)
Residence Inn by Marriott(1)
Residence Inn by Marriott(1)
Residence Inn by Marriott(1)
Residence Inn by Marriott(1)
Residence Inn by Marriott(2)(3)
Residence Inn by Marriott(4)
Residence Inn by Marriott(1)
Residence Inn by Marriott(1)
Residence Inn by Marriott(1)
SpringHill Suites by Marriott(1)
SpringHill Suites by Marriott(2)
SpringHill Suites by Marriott(1)
SpringHill Suites by Marriott(1)
SpringHill Suites by Marriott(1)
Total Marriott (35 hotel properties)
Location
Number of
Guestrooms
Atlanta, GA
Indianapolis, IN
Fort Lauderdale, FL
Nashville, TN
New Haven, CT
Fort Worth, TX
New Orleans (Convention), LA
Pittsburgh, PA
Charlotte, NC
Atlanta (Decatur), GA
Phoenix (Scottsdale), AZ
New Orleans (Metairie), LA
Atlanta (Downtown), GA
New Orleans (French Quarter), LA
Kansas City, MO
Dallas (Arlington), TX
Louisville, KY
San Francisco, CA
Boulder, CO
Portland (Downtown), OR
Baltimore (Downtown), MD
Cleveland, OH
Atlanta, GA
Boston (Watertown), MA
Baltimore (Hunt Valley), MD
Portland (Portland Airport at Cascade Station), OR
Portland (Hillsboro), OR
New Orleans (Metairie), LA
Branchburg, NJ
Dallas (Arlington), TX
New Orleans, LA
Louisville, KY
Indianapolis, IN
Phoenix (Scottsdale), AZ
Nashville, TN
30
255
297
261
226
207
203
202
183
181
179
153
153
150
140
123
103
140
101
165
258
189
175
160
150
141
124
122
120
101
96
208
198
156
121
78
5,819
Franchise/Brand
Hilton
DoubleTree(1)
Hampton Inn & Suites(2)
Hampton Inn & Suites(1)(3)
Hampton Inn & Suites(1)
Hampton Inn & Suites(1)
Hampton Inn & Suites(1)
Hampton Inn & Suites(1)
Hampton Inn & Suites(4)
Hilton Garden Inn(1)
Hilton Garden Inn(1)(3)
Hilton Garden Inn(4)
Hilton Garden Inn(4)
Hilton Garden Inn(1)
Hilton Garden Inn(1)
Hilton Garden Inn(1)
Homewood Suites(1)
Homewood Suites(1)
Total Hilton (17 hotel properties)
Hyatt
Hyatt House(1)
Hyatt House(1)
Hyatt House(2)
Hyatt Place(1)
Hyatt Place(1)
Hyatt Place(2)
Hyatt Place(2)
Hyatt Place(2)
Hyatt Place(2)
Hyatt Place(1)(3)
Hyatt Place(2)
Hyatt Place(2)
Hyatt Place(2)
Hyatt Place(2)
Hyatt Place(2)
Hyatt Place(1)
Total Hyatt (16 hotel properties)
IHG
Holiday Inn Express & Suites(1)
Holiday Inn Express & Suites(1)
Hotel Indigo(1)
Staybridge Suites(1)
Total IHG (4 hotel properties)
Total Portfolio (72 hotel properties)
Location
Number of
Guestrooms
San Francisco, CA
Minneapolis, MN
Austin, TX
Tampa (Ybor City), FL
Baltimore, MD
Ventura (Camarillo), CA
San Diego (Poway), CA
Silverthorne, CO
Houston (Energy Corridor), TX
Houston (Galleria), TX
San Francisco, CA
San Jose (Milpitas), CA
Boston (Waltham), MA
Greenville, SC
Minneapolis (Eden Prairie), MN
Aliso Viejo (Laguna Beach), CA
Tucson, AZ
Orlando, FL
Miami, FL
Denver (Englewood), CO
Minneapolis, MN
Chicago (Downtown), IL
Phoenix (Mesa), AZ
Chicago (Lombard), IL
Orlando (Convention), FL
Orlando (Universal), FL
Portland, OR
Denver (Lone Tree), CO
Phoenix (Scottsdale), AZ
Denver (Englewood), CO
Chicago (Hoffman Estates), IL
Baltimore (Owing Mills), MD
Long Island (Garden City), NY
San Francisco, CA
Minneapolis (Minnetonka), MN
Asheville, NC
Denver (Glendale), CO
210
211
209
138
116
116
108
88
190
182
169
161
148
120
97
129
122
2,514
168
163
135
213
206
152
151
150
150
136
127
126
126
126
123
122
2,374
252
93
115
121
581
11,288
(1) These hotel properties are unencumbered or included in our borrowing base for our unsecured credit and term loan facilities at December 31, 2019.
(2) These hotel properties are subject to mortgage debt at December 31, 2019. For additional information concerning our mortgage debt and lenders, see "Item 7. — Management’s Discussion
and Analysis of Financial Condition and Results of Operations — Outstanding Indebtedness,” and "Note 6-Debt,” to our Consolidated Financial Statements included under "Item 8. —
Financial Statements and Supplementary Data.”
(3) These hotel properties are subject to ground leases as described below in “Our Hotel Operating Agreements — Ground Leases.”
(4) We own a 51% controlling interest in these hotel properties through a consolidated joint venture. These hotel properties are included in the borrowing base for the joint venture's credit
facility.
In addition to our hotel property portfolio, we own two parcels of undeveloped land. One of the parcels is designated as held for sale. The parcels are
generally suitable for the development of new hotel properties or the development of restaurants. When unique opportunities to develop hotels utilizing our own
resources arise, we may develop our own hotels on occasion. We may also sell these parcels in the future if and when market conditions warrant if we opt not to
develop our own
31
hotels on these parcels. To reduce the risk of incurring a prohibited transaction tax on any sales, we may transfer some or all of these parcels to our TRSs.
Our Hotel Operating Agreements
Ground Leases
At December 31, 2019, four of our hotel properties are subject to ground lease agreements that cover all of the land underlying the respective hotel
property.
•
•
•
•
The Residence Inn by Marriott located in Portland (Cascade Station), OR is subject to a ground lease with an initial lease termination date of June 30, 2084
with one option to extend for an additional 14 years. Ground rent for the initial lease term was prepaid in full at the time we acquired the leasehold interest. If
the option to extend is exercised, monthly ground rent will be charged based on a formula established in the ground lease.
The Hyatt Place located in Portland (Portland Airport/Cascade Station), OR is subject to a ground lease with a lease termination date of June 30, 2084 with
one option to extend for an additional 14 years. Ground rent for the initial lease term was prepaid in full at the time we acquired the leasehold interest. If the
option to extend is exercised, monthly ground rent will be charged based on a formula established in the ground lease.
The Hampton Inn & Suites located in Austin (Downtown/Convention Center), TX is subject to a ground lease with an initial lease termination date of May 31,
2050. Annual ground rent currently is estimated to be $0.5 million for 2020 including performance based incentive rent. Annual rent is increased every five
years with the next adjustment coming in 2020.
The Hilton Garden Inn located in Houston (Galleria), TX is subject to a ground lease with an initial lease termination date of April 20, 2053 with one option to
extend for an additional 10 years. Annual ground rent currently is estimated to be $0.5 million for 2020 including performance based incentive rent. Annual
rent is increased every five years with the next adjustment coming in 2023.
These ground leases generally require us to make rental payments and payments for our share of charges, costs, expenses, assessments and liabilities,
including real property taxes and utilities. Furthermore, these ground leases generally require us to obtain and maintain insurance covering the subject property.
On January 31, 2019, we exercised our option pursuant to a ground lease agreement to purchase the land upon which our Residence Inn by Marriott in
Baltimore (Hunt Valley), MD is located for $4.2 million, which resulted in the termination of obligations under the ground lease. As a result, the hotel is no longer
subject to a ground lease.
On December 4, 2019, we exercised our right to acquire a fee simple interest in the land upon which our Hyatt Place in Garden City, NY is located for
nominal consideration. As a result, the hotel is no longer subject to a PILOT (payment in lieu of taxes) lease with the Town of Hempstead Industrial Development
Authority.
Franchise Agreements
At December 31, 2019, all of our hotel properties operate under franchise agreements, or similar agreements, that allow for access to reservation systems,
with Marriott, Hilton, Hyatt, or IHG. We believe that the public’s perception of the quality associated with a branded hotel is an important feature in its
attractiveness to guests. Franchisors provide a variety of benefits to franchisees, including centralized reservation systems, national advertising, marketing
programs and publicity designed to increase brand awareness, loyalty programs, training of personnel and maintenance of operational quality at hotels across the
brand system.
The terms of our franchise agreements generally range from 10 to 20 years with various extension provisions. Each franchisor receives franchise fees
ranging from 2% to 6% of each hotel property’s room revenue, and some agreements require that we pay marketing fees of up to 4% of room revenue. In addition,
some of these franchise agreements require that we deposit into a reserve fund for capital expenditures up to 5% of the hotel property’s gross or room revenues
depending on the franchisor to insure we comply with the franchisors’ standards and requirements. We also pay fees to our franchisors for services such as
reservation and information systems.
32
Hotel Management Agreements
At December 31, 2019, all of our hotel properties are operated pursuant to hotel management agreements with professional third-party hotel management
companies as follows:
Management Company
Affiliates of Aimbridge Hospitality, including Interstate Management Company, LLC (1)
OTO Development, LLC
Stonebridge Realty Advisors, Inc. and affiliates
Affiliates of Marriott, including Courtyard Management Corporation, SpringHill SMC Corporation and
Residence Inn by Marriott, Inc.
Select Hotels Group, LLC, an affiliate of Hyatt
White Lodging Services Corporation
American Liberty Hospitality, Inc.
Fillmore Hospitality
InterContinental Hotel Group Resources, Inc., an affiliate of IHG
Crestline Hotels & Resorts, LLC
Total
Number of
Properties
Number of
Guestrooms
30
12
9
7
5
4
2
1
1
1
72
4,533
1,696
1,312
1,176
807
791
372
261
252
88
11,288
(1) On October 25, 2019, Aimbridge Hospitality announced that it had completed a merger with Interstate Hotels and Resorts.
Our typical hotel management agreement requires us to pay a base fee to our hotel manager calculated as a percentage of hotel revenues. In addition, our
hotel management agreements generally provide that the hotel manager can earn an incentive fee upon achieving EBITDA over certain thresholds. Our TRS
lessees may employ other hotel managers in the future. We do not, and will not, have any ownership or economic interest in any of the hotel management
companies engaged by our TRS lessees.
Item 3. Legal Proceedings.
We are involved from time to time in litigation arising in the ordinary course of business; however, there are currently no pending legal actions that we
believe would have a material adverse effect on our financial position or results of operations.
Item 4. Mine Safety Disclosures.
Not applicable.
33
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock began trading on the NYSE on February 9, 2011 under the symbol “INN.” Prior to that time, there was no public trading market for
our common stock. The last reported sale price for our common stock as reported on the NYSE on February 18, 2020 was $11.49 per share.
Stockholder Information
As of February 18, 2020, our common stock was held of record by 290 holders and there were 105,174,471 shares of our common stock outstanding.
Distribution Information
As a REIT, we must distribute annually to our stockholders an amount at least equal to 90% of our REIT taxable income, determined without regard to
the deduction for dividends paid and excluding any net capital gain. We will be subject to income tax on our taxable income that is not distributed and to an excise
tax to the extent that certain percentages of our taxable income are not distributed by specified dates. Our cash available for distribution may be less than the
amount required to meet the distribution requirements for REITs under the IRC and we may be required to borrow money, sell assets or issue capital stock to
satisfy the distribution requirements to maintain our REIT status.
The timing and frequency of distributions will be authorized by our Board of Directors, in its sole discretion, and declared by us based upon a variety of
factors deemed relevant by our directors, including financial condition, restrictions under applicable law and loan agreements, capital requirements and the REIT
requirements of the IRC. Our ability to make distributions will generally depend on receipt of distributions from the Operating Partnership, which depends
primarily on lease payments from our TRS lessees with respect to our hotels.
We are generally restricted from declaring or paying any distributions, or setting aside any funds for the payment of distributions, on our common stock
unless full cumulative distributions on our preferred stock have been declared and either paid or set aside for payment in full for all past distribution periods.
34
Item 6. Selected Financial Data.
The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our audited Consolidated Financial Statements and related notes thereto, appearing elsewhere in this Form 10-K.
(in thousands, except per share amounts)
2019
2018
2017
2016
2015
Statement of Operations Data
Revenues:
Room
Food and beverage
Other
Total revenues
Expenses:
Room
Food and beverage
Other hotel operating expenses
Property taxes, insurance and other
Management fees
Depreciation and amortization
Corporate general and administrative
Hotel property acquisition costs
Loss on impairment of assets
Total expenses
Gain on disposal of assets, net
Operating income
Other income (expense):
Interest expense
Other income, net
Total other expense
Income from continuing operations before income taxes
Income tax (expense) benefit
Net income
Less: (Income) loss attributable to non-controlling interests:
Operating Partnership
Joint venture
Net income attributable to Summit Hotel Properties, Inc.
Preferred dividends
Premium on redemption of preferred stock
Net income attributable to common stockholders
Earnings per share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Dividends per share
Balance Sheet Data
Total assets
Debt
Total equity
$
505,342 $
23,785
20,221
549,348
523,439 $
24,225
19,606
567,270
479,934 $
21,359
14,084
515,377
443,270 $
19,777
10,888
473,935
112,244
18,552
158,181
44,220
16,575
99,445
23,622
—
2,521
475,360
45,418
119,406
(41,030)
5,472
(35,558)
83,848
(1,500)
82,348
119,724
19,191
159,173
43,339
18,521
101,013
21,509
—
1,075
483,545
41,474
125,199
(41,944)
6,949
(34,995)
90,204
922
91,126
108,715
16,734
144,526
37,419
18,210
85,927
19,597
354
—
431,482
43,209
127,104
(29,687)
3,778
(25,909)
101,195
(1,674)
99,521
97,358
14,841
134,420
30,250
18,812
72,406
19,292
3,492
577
391,448
49,855
132,342
(28,091)
2,560
(25,531)
106,811
1,450
108,261
(157)
419
82,610
(14,838)
—
67,772 $
(205)
—
90,921
(16,671)
(3,277)
70,973 $
(307)
—
99,214
(17,408)
(2,572)
79,234 $
(456)
—
107,805
(18,232)
(2,125)
87,448 $
0.65 $
0.65 $
0.68 $
0.68 $
0.79 $
0.79 $
1.00 $
1.00 $
103,887
103,939
103,623
103,842
99,406
99,780
86,874
87,343
0.72 $
0.72 $
0.67 $
0.55 $
436,202
18,325
8,928
463,455
97,255
14,275
134,548
31,190
18,560
64,052
21,204
1,246
1,115
383,445
65,067
145,077
(30,414)
11,146
(19,268)
125,809
(553)
125,256
(819)
—
124,437
(16,588)
—
107,849
1.25
1.24
85,920
87,144
0.47
2,355,683 $
1,016,163 $
1,243,390 $
2,222,297 $
958,712 $
1,192,144 $
2,209,874 $
868,236 $
1,277,376 $
1,718,505 $
652,414 $
1,013,470 $
1,575,394
671,536
856,926
35
$
$
$
$
$
$
$
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Industry Trends and Outlook
Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of lodging demand include growth
in gross domestic product, corporate profits, capital investments and employment. Volatility in the economy and risks arising from global and domestic political or
economic conditions may cause slowing economic growth, which would have an adverse effect on lodging demand. Also, increasing supply in the industry, and
specifically in our markets or sub-markets, has and may continue to adversely affect RevPAR in the near-term.
The U.S. lodging industry has experienced a positive trend since emerging from the last downturn in 2009, though at a slower rate in recent periods.
According to the PricewaterhouseCoopers LLP industry report, "Hospitality Directions: January 2020," RevPAR growth in the U.S. for Upscale hotels is
forecasted to decline by 0.3% for 2020. Actual RevPAR growth in our industry and the Upscale market segment was lower in 2019 than originally forecasted and
RevPAR is expected to continue to decelerate in fiscal year 2020.
Operating Performance Metrics
We use a variety of performance indicators and other information to evaluate the financial condition and operating performance of our business. These
key indicators include financial information that is prepared in accordance with GAAP, as well as other financial information that is not prepared in accordance
with GAAP. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this
information to measure the performance of individual hotel properties, groups of hotel properties and/or our business as a whole. We periodically compare
historical information to our internal budgets as well as industry-wide information. These key indicators include:
•
•
•
Occupancy — Occupancy represents the total number of guestrooms occupied divided by the total number of guestrooms available.
Average Daily Rate (ADR) — ADR represents total room revenues divided by the total number of guestrooms occupied.
Revenue Per Available Room (RevPAR) — RevPAR is the product of ADR and Occupancy.
Occupancy, ADR and RevPAR are commonly used measures within the hotel industry to evaluate operating performance. RevPAR is an important metric
for monitoring operating performance at the individual hotel property level and across our business as a whole. We evaluate individual hotel RevPAR performance
on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and market-by-market basis. ADR and RevPAR are based only
on room revenue. Room revenue depends on demand (as measured by occupancy), pricing (as measured by ADR), and our available supply of hotel guestrooms.
Our ADR, occupancy and RevPAR performance may be affected by macroeconomic factors such as regional and local employment growth, personal income and
corporate earnings, office vacancy rates and business relocation decisions, air travel and other business and leisure travel, new hotel property construction, and the
pricing strategies of competitors. In addition, our ADR, occupancy and RevPAR performance is dependent on the continued success of our franchisors and brands.
36
Hotel Property Portfolio Activity
Acquisitions
We acquired five hotel properties in 2019 and one hotel property in 2018. A summary of these acquisitions is as follows (dollars in thousands):
Date Acquired
Year Ended December 31, 2019
Franchise/Brand
Location
Guestrooms
Purchase
Price(1)
August 6, 2019
October 8, 2019
Hampton Inn & Suites
Portfolio Purchase - four properties(4)
Silverthorne, CO
various(4)
88 $
25,500
710
249,000
798 $
274,500 (2)
Year Ended December 31, 2018
September 12, 2018 Residence Inn by Marriott
Boston (Watertown), MA
150 $
71,000 (3)
(1)
In addition to the purchase price, we generally anticipate investing additional amounts for hotel renovations at the time we purchase a hotel property. Such additional investments are included in our underwriting of the hotel
property prior to purchase, but are not included in the table above. See Item 7. – "Management's Discussion and Analysis of Financial Condition and Results of Operations – Capital Expenditures."
(2) The net assets acquired in 2019 were purchased for $274.5 million plus the purchase of adjacent land parcels totaling $2.4 million, $1.0 million of net working capital assets and capitalized transaction costs of $0.4 million. We
own a 51% controlling interest in these hotel properties through a consolidated joint venture.
The net assets acquired in 2018 were purchased for $71.0 million plus the purchase at settlement of $0.1 million of net working capital liabilities and capitalized transaction costs of $0.1 million.
(3)
(4) On October 8, 2019, we acquired a portfolio of four hotels for an aggregate purchase price of $249.0 million. The hotels acquired included the Hilton Garden Inn - San Francisco, CA, the Hilton Garden Inn - San Jose (Milpitas),
CA, the Residence Inn by Marriott - Portland (Downtown), OR, and the Residence Inn by Marriott - Portland (Hillsboro), OR.
The acquisitions of the hotels acquired in 2019 were funded by cash generated from the sale of properties, borrowings under the Joint Venture Credit
Facility (as defined in "Note 6 - Debt - Joint Venture Credit Facility" of our Consolidated Financial Statements), capital contributions from our joint venture
partner, an advance on our $400 Million Revolver (as defined in "Note 6 - Debt - $600 Million Senior Unsecured Credit and Term Loan Facility" of our
Consolidated Financial Statements), and operating cash flows. The acquisition of the hotel acquired in 2018 was funded by an advance on our former $300 million
revolving credit facility, cash generated from the sale of properties, and operating cash flows.
Developed Properties
We completed the development and commenced operations of the 168-guestroom Hyatt House Across From Orlando Universal Resort™ on June 27,
2018. The total construction cost for this hotel was $32.8 million, excluding land that we acquired in a prior-year transaction. The carrying amount for this hotel
includes internal capitalized costs of $1.6 million. Total costs of $37.2 million, including the carrying amount of the land, were reclassified as Investment in hotel
properties, net upon completion.
37
Asset Sales
A summary of the dispositions in 2019 and 2018 follows (dollars in thousands):
Disposition Date
Franchise/Brand
Location
Guestrooms
Gross Sales Price
Aggregate
Gain, net
Year Ended December 31,
2019
February 12, 2019
April 17, 2019
November 8, 2019
Total
Year Ended December 31,
2018
June 29, 2018
June 29, 2018
July 24, 2018
September 28, 2018
November 7, 2018
Total
Portfolio Sale - two properties(1)
Portfolio Sale - six properties (2)
Portfolio Sale - two properties (3)
Charleston, WV (1)
various (2)
Birmingham, AL (3)
Portfolio Sale - two properties(4)
Portfolio Sale - two properties (5)
Portfolio Sale - three properties (6)
Hyatt Place
Land parcel
various (4)
Duluth, GA (5)
various (6)
Fort Myers, FL
Spokane, WA
130 $
815
225
1,170 $
175 $
265
322
148
n/a
910 $
11,600 $
135,000
21,800
168,400 $
18,950 $
24,850
46,500
16,500
450
107,250 $
4,163
36,626
4,857
45,646
13,133
4,218
22,964
2,195
139
42,649
(1) The portfolio included the Country Inn & Suites and the Holiday Inn Express in Charleston, WV.
(2) The portfolio included the SpringHill Suites in Minneapolis (Bloomington), MN, the Hampton Inn & Suites in Minneapolis (Bloomington), MN, the Residence Inn in Salt Lake City, UT, the Hyatt Place in Dallas (Arlington), TX,
the Hampton Inn in Santa Barbara (Goleta), CA, and the Hampton Inn in Boston (Norwood), MA. The sale resulted in a net gain of $36.6 million based on a gross aggregate sales price of $135.0 million, or a net aggregate sales
price of $133.0 million after a buyer credit of $2.0 million.
The portfolio included the Hilton Garden Inn in Birmingham (Lakeshore), AL and the Hilton Garden Inn in Birmingham (Liberty Park), AL.
(3)
(4) The portfolio included the Hampton Inn in Provo, UT and the Holiday Inn Express & Suites in Sandy, UT.
(5) The portfolio included the Holiday Inn in Duluth, GA and the Hilton Garden Inn in Duluth, GA. We provided seller financing of $3.6 million on the sale of these properties under two three-and-a-half-year second mortgage notes
(6)
with a blended interest rate of 7.38%.
The portfolio included the Hampton Inn & Suites in Smyrna, TN, the Hilton Garden Inn in Smyrna, TN and the Hyatt Place Phoenix North in Phoenix, AZ. The proceeds from these sales were used to complete a 1031 Exchange,
which resulted in the deferral of taxable gains of $22.2 million.
Hotel Revenues and Operating Expenses
Our revenues are derived from hotel operations and consist of room revenue, food and beverage revenue and other revenue. As a result of our focus on
select-service hotels, substantially all of our revenues are related to the sales of hotel guestrooms. Our other revenue consists of ancillary revenues related to
meeting rooms, parking and other guest services provided at certain of our hotel properties.
Our hotel operating expenses consist primarily of expenses incurred in the day-to-day operation of our hotel properties. Many of our expenses are fixed,
such as essential hotel staff, real estate taxes, insurance, and depreciation. These expenses generally do not decrease even if the revenues at our hotel properties
decrease. Room expense includes housekeeping and front office wages and payroll taxes, reservation systems, room supplies, laundry services and other costs.
Food and beverage expense primarily includes the cost of food, the cost of beverages and associated labor costs. Other operating expenses include labor and other
costs associated with administrative departments, sales and marketing, repairs and maintenance, utility costs and franchise fees.
38
Results of Operations
The comparisons that follow should be reviewed in conjunction with the Consolidated Financial Statements included elsewhere in this Form 10-K.
Comparison of 2019 to 2018
The following table contains key operating metrics for our total portfolio and our same-store portfolio for 2019 compared with 2018 (dollars in thousands,
except ADR and RevPAR). We define same-store hotels as properties that we owned as of December 31, 2019 and that we have owned at all times since January
1, 2018.
2019
2018
Year-over-Year
Dollar Change
Year-over-Year
Percentage Change
Total
Portfolio
(72 hotels)
Same-Store
Portfolio
(65 hotels)
Total
Portfolio
(77 hotels)
Same-Store
Portfolio
(65 hotels)
Total
Portfolio
(72/77 hotels)
Same-Store
Portfolio
(65 hotels)
Total
Portfolio
(72/77 hotels)
Same-Store
Portfolio
(65 hotels)
Revenues:
Room
$ 505,342
$ 461,138
$ 523,439
$ 456,180
$
(18,097) $
4,958
Food and
beverage
Other
Total
23,785
22,304
24,225
22,188
20,221
$ 549,348
19,299
$ 502,741
19,606
$ 567,270
18,639
$ 497,007
$
(440)
615
(17,922) $
116
660
5,734
Expenses:
Room
$ 112,244
$ 102,024
$ 119,724
$ 102,569
$
(7,480) $
18,552
17,143
19,191
17,264
(639)
(545)
(121)
158,181
$ 288,977
144,291
$ 263,458
159,173
$ 298,088
137,541
$ 257,374
$
(992)
(9,111) $
6,750
6,084
Food and
beverage
Other hotel
operating
expenses
Total
(3.5)%
(1.8)%
3.1 %
(3.2)%
(6.2)%
(3.3)%
(0.6)%
(3.1)%
1.1 %
0.5 %
3.5 %
1.2 %
(0.5)%
(0.7)%
4.9 %
2.4 %
Occupancy
ADR
RevPAR
78.5%
78.3%
77.9%
77.9%
$ 158.45
$ 124.35
$
$
158.57
124.21
$ 153.79
$ 119.75
$
$
157.83
122.91
$
$
n/a
4.66 $
4.60 $
n/a
0.74
1.30
bps
62
3.0 %
3.8 %
bps
45
0.5 %
1.1 %
The total portfolio information above includes revenues and expenses from the five hotels we acquired in 2019 (the “2019 Acquired Hotels”) and the one
hotel property that we acquired and the one hotel we developed in 2018 (the “2018 Acquired Hotels”) from the date of acquisition through December 31, 2019, and
operating information (occupancy, ADR, and RevPAR) for the period each hotel was owned. Accordingly, the information does not reflect a full twelve months of
operations in 2019 for the 2019 Acquired Hotels or a full twelve months of operations in 2018 for the 2018 Acquired Hotels. The combined 2019 Acquired Hotels
and 2018 Acquired Hotels are referred to as the “2019/2018 Acquired Hotels.” Additionally, the information does not reflect a full twelve months of operations in
2019 and 2018 for hotel properties sold in each respective year. The combined hotels sold in 2019 and 2018 are referred to as the "2019/2018 Sold Hotels."
Changes from the year ended December 31, 2019 compared with the year ended December 31, 2018 were due to the following:
•
•
•
Revenues. The decline in revenues was due to a $47.5 million decline in revenue related to the 2019/2018 Sold Hotels, partially offset by incremental
revenues of $23.8 million generated by the 2019/2018 Acquired Hotels and a $5.7 million increase in same-store revenues.
RevPAR. The 3.8% increase in RevPAR for the total portfolio is the result of the purchase of higher RevPAR hotel properties with the 2019/2018
Acquired Hotels, which produced an aggregate RevPAR of $154.16 in 2019, the sale of lower RevPAR hotels with the 2019/2018 Sold Hotels, which
produced an aggregate RevPAR of $99.15 in 2018, and a 1.1% increase in RevPAR for the same-store hotels.
Expenses. The decrease in total portfolio expenses is the result of a decline in expenses of $26.0 million related to the 2019/2018 Sold Hotels, partially
offset by incremental expenses of $10.8 million due to the 2019/2018 Acquired
39
Hotels and an increase in same-store expenses of $6.1 million. The increase in same-store expenses was primarily driven by an increase in labor related
costs.
The following table includes other consolidated income and expenses for 2019 compared with 2018 (dollars in thousands).
Property taxes, insurance and other
$
44,220 $
43,339 $
For the Years Ended December 31,
2019
2018
Dollar Change Percentage Change
2.0 %
881
Management fees
Depreciation and amortization
Corporate general and administrative
Loss on impairment of assets
Gain on disposal of assets, net
Interest expense
Other income, net
Income tax expense (benefit)
16,575
99,445
23,622
2,521
45,418
41,030
5,472
1,500
18,521
101,013
21,509
1,075
41,474
41,944
6,949
(922)
(1,946)
(1,568)
2,113
1,446
3,944
(914)
(1,477)
2,422
(10.5)%
(1.6)%
9.8 %
134.5 %
9.5 %
(2.2)%
(21.3)%
(262.7)%
Changes from the year ended December 31, 2019 compared with the year ended December 31, 2018 were due to the following:
•
Property Taxes, Insurance and Other. This increase is primarily due to increased insurance premiums related to our casualty and general liability policies
and an increase in property taxes for the 2019/2018 Acquired Hotels offset by a decrease in property taxes for the 2019/2018 Sold Hotels.
• Management Fees. This decrease is primarily due to reduced consolidated revenues upon which management fees are based as a result of the sale of hotel
•
•
•
•
•
•
•
properties during the period.
Depreciation and Amortization. This decline is due to a decrease in depreciation expense of $6.3 million related to the hotel properties sold after
December 31, 2017 and a decrease in depreciation expense of $1.0 million for the same-store portfolio as a result of assets becoming fully depreciated,
partially offset by incremental depreciation associated with the 2019/2018 Acquired Hotels of $5.7 million.
Corporate General and Administrative. This increase is primarily due to increases in incentive compensation costs.
Loss on Impairment of Assets. In 2019, we recorded impairment charges on one hotel property and two land parcels to reduce the net carrying amounts of
the properties to their estimated fair market values based on third-party independent appraisals and a purchase contract for the sale of one of the land
parcels that is expected to be completed in 2020. In 2018, we recorded impairment charges on two land parcels to reduce the net carrying amounts of the
properties to their estimated fair market values based on third-party independent appraisals.
Gain on Disposal of Assets. This increase is primarily due to the sale of ten hotels in 2019 for a net gain of $45.6 million compared to the sale of eight
hotels in 2018 for a net gain of $42.5 million.
Interest Expense. Declines in base interest rates resulted in a reduction in interest expense in 2019.
Other Income. This decline is due to a decline in casualty recoveries of $1.5 million and additional debt transaction costs of $1.5 million offset by an
increase in interest income of $1.1 million as a result of an increase in the balance of real estate loans in 2019 and an increase in tenant income of $0.5
million.
Income Tax Expense/Benefit. In 2019, we recorded income tax expense of $1.5 million primarily driven by the taxable income of our TRS entity for the
period. In 2018, we recorded a tax benefit of $0.9 million as a result of state tax refunds in excess of our federal tax expense on the taxable income of our
TRS entity for the period.
For information about our key operating metrics and results of operations for the year ended 2018 compared to the year ended 2017, refer to the
"Management's Discussion and Analysis of Financial Conditions and Results of Operations - Results of Operations" section of the Company's Annual Report on
Form 10-K for the year ended December 31, 2018 filed with the SEC.
40
Non-GAAP Financial Measures
We disclose certain “non-GAAP financial measures,” which are measures of our historical financial performance. Non-GAAP financial measures are
financial measures not prescribed by Generally Accepted Accounting Principles ("GAAP"). These measures are as follows: (i) Funds From Operations (“FFO”)
and Adjusted Funds from Operations ("AFFO"), (ii) Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA"), Earnings before Interest, Taxes,
Depreciation and Amortization for Real Estate ("EBITDAre") and Adjusted EBITDAre (as described below). We caution investors that amounts presented in
accordance with our definitions of non-GAAP financial measures may not be comparable to similar measures disclosed by other companies, since not all
companies calculate these non-GAAP financial measures in the same manner. Our non-GAAP financial measures should be considered along with, but not as
alternatives to, net income (loss) as a measure of our operating performance. Our non-GAAP financial measures may include funds that may not be available for
our discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions, debt service obligations and other
commitments and uncertainties. Although we believe that our non-GAAP financial measures can enhance the understanding of our financial condition and results
of operations, these non-GAAP financial measures are not necessarily better indicators of any trend as compared to a comparable measure prescribed by GAAP
such as net income (loss).
FFO and AFFO
As defined by Nareit, FFO represents net income or loss (computed in accordance with GAAP), excluding preferred dividends, gains (or losses) from
sales of real property, impairment losses on real estate assets, items classified by GAAP as extraordinary, the cumulative effect of changes in accounting principles,
plus depreciation and amortization related to real estate assets, and adjustments for unconsolidated partnerships, and joint ventures. AFFO represents FFO
excluding amortization of deferred financing costs, franchise fees, equity-based compensation expense, debt transaction costs, premiums on redemption of
preferred shares, losses from net casualties, non-cash interest income and non-cash income tax related adjustments to our deferred tax asset. Unless otherwise
indicated, we present FFO and AFFO applicable to our common shares and common units. We present FFO and AFFO because we consider FFO and AFFO an
important supplemental measure of our operational performance and believe it is frequently used by securities analysts, investors and other interested parties in the
evaluation of REITs, many of which present FFO and AFFO when reporting their results. FFO and AFFO are intended to exclude GAAP historical cost
depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen
or fallen with market conditions. Because FFO and AFFO exclude depreciation and amortization related to real estate assets, gains and losses from real property
dispositions and impairment losses on real estate assets, FFO and AFFO provide performance measures that, when compared year over year, reflect the effect to
operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent
from net income. Our computation of FFO differs slightly from the computation of Nareit-defined FFO related to the reporting of corporate depreciation and
amortization expense. Our computation of FFO may also differ from the methodology for calculating FFO used by other equity REITs and, accordingly, may not
be comparable to such other REITs. FFO and AFFO should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as an
indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. Where
indicated in this Annual Report on Form 10-K, FFO is based on our computation of FFO and not the computation of Nareit-defined FFO unless otherwise noted.
41
The following is a reconciliation of our GAAP net income to FFO and AFFO for the years ended December 31, 2019, 2018 and 2017 (in thousands,
except per share/unit amounts):
Net income
Preferred dividends
Premium on redemption of preferred stock
Loss related to non-controlling interest in joint venture
Net income applicable to common shares and common units
Real estate-related depreciation
Loss on impairment of assets
Gain on disposal of assets, net
Adjustments related to non-controlling interest in consolidated joint
venture
FFO applicable to common shares and common units
Amortization of lease-related intangible assets, net
Amortization of deferred financing costs
Amortization of franchise fees
Equity-based compensation
Hotel property acquisition costs
Debt transaction costs
Premium on redemption of preferred stock
Non-cash interest income
Non-cash lease expense, net
Casualty (recoveries) losses, net
Non-cash income tax related to adjustment to deferred tax asset
Adjustments related to non-controlling interest in consolidated joint
venture
2019
2018
2017
$
82,348 $
91,126 $
(14,838)
—
419
67,929
99,013
2,521
(45,418)
(16,671)
(3,277)
—
71,178
100,545
1,075
(41,474)
99,521
(17,408)
(2,572)
—
79,541
85,524
—
(43,209)
(1,554)
122,491
—
—
131,324
121,856
127
1,485
432
6,219
—
1,892
—
(2,477)
494
(239)
—
(68)
712
1,973
468
6,665
—
401
3,277
(2,045)
—
(1,786)
—
—
—
2,022
403
5,887
354
195
2,572
(284)
—
500
606
—
134,111
100,372
1.21
1.34
AFFO applicable to common shares and common units
$
130,356 $
140,989 $
Weighted average diluted common shares/common units (1)
FFO per common share/common unit
AFFO per common share/common unit
104,363
104,315
$
$
1.17 $
1.25 $
1.26 $
1.35 $
(1) Includes Common Units in the Operating Partnership held by limited partners (other than us and our subsidiaries) because the Common Units are redeemable for cash or, at our election,
shares of our common stock.
During the year ended December 31, 2019, AFFO applicable to common shares and common units declined $10.6 million, or 7.5%, over the prior year
due to forgone net income subsequent to the disposition of hotel properties during the period, partially offset by AFFO from acquired properties through the joint
venture.
For information about our AFFO for the year ended 2018 compared to the year ended 2017, refer to the "Management's Discussion and Analysis of
Financial Conditions and Results of Operations - Non-GAAP Financial Measures" section of the Company's Annual Report on Form 10-K for the year ended
December 31, 2018 filed with the SEC.
42
EBITDA, EBITDAre and Adjusted EBITDAre
EBITDA
EBITDA represents net income or loss, excluding: (i) interest, (ii) income tax expense and (iii) depreciation and amortization. We believe EBITDA is
useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy
general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors
meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and
amortization) from our operating results. Our management team also uses EBITDA as one measure in determining the value of acquisitions and dispositions.
EBITDAre and Adjusted EBITDAre
In September 2017, Nareit proposed a standardized performance measure, called EBITDAre, which is based on EBITDA and is expected to provide
additional relevant information about REITs as real estate companies in support of growing interest among generalist investors. The conclusion was reached that,
while dedicated REIT investors have long been accustomed to utilizing the industry’s supplemental measures such as FFO and net operating income (“NOI”) to
evaluate the investment quality of REITs as real estate companies, it would be helpful to generalist investors for REITs as real estate companies to also present
EBITDAre as a more widely known and understood supplemental measure of performance. EBITDAre is intended to be a supplemental non-GAAP performance
measure that is independent of a company’s capital structure and will provide a uniform basis for one measurement of the enterprise value of a company compared
to other REITs.
EBITDAre, as defined by Nareit, is calculated as EBITDA, excluding: (i) loss and gains on disposition of property and (ii) asset impairments, if any. We
believe EBITDAre is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and
service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it
helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily
depreciation and amortization) from our operating results.
We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional non-
recurring or unusual items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that
the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is useful to an investor in evaluating our operating
performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital
expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of
our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.
43
The following is a reconciliation of our GAAP net income to EBITDAre for the years ended December 31, 2019, 2018 and 2017 (in thousands):
2019
2018
2017
Net income
Depreciation and amortization
Interest expense
Interest income
Income tax expense (benefit)
EBITDA
Loss on impairment of assets
Gain on disposal of assets, net
EBITDAre
Amortization of lease-related intangible assets, net
Equity-based compensation
Hotel property acquisition costs
Debt transaction costs
Non-cash interest income
Non-cash lease expense, net
Casualty (recoveries) losses, net
Loss related to non-controlling interest in joint venture
Adjustments related to non-controlling interest in consolidated joint venture
$
82,348 $
91,126 $
99,445
41,030
(278)
1,500
224,045
2,521
(45,418)
181,148
127
6,219
—
1,892
(2,477)
494
(239)
419
(2,320)
101,013
41,944
(229)
(922)
232,932
1,075
(41,474)
192,533
712
6,665
—
401
(2,045)
—
(1,786)
—
—
99,521
85,927
29,687
(104)
1,674
216,705
—
(43,209)
173,496
—
5,887
354
195
(284)
—
500
—
—
Adjusted EBITDAre
$
185,263 $
196,480 $
180,148
During the year ended December 31, 2019, Adjusted EBITDAre decreased $11.2 million, or 5.7%, from the prior year primarily due to forgone net
income subsequent to the disposition of hotel properties during the period, partially offset by Adjusted EBITDAre from acquired properties through the joint
venture.
For information about our Adjusted EBITDAre for the year ended 2018 compared to the year ended 2017, refer to the "Management's Discussion and
Analysis of Financial Conditions and Results of Operations - Non-GAAP Financial Measures" section of the Company's Annual Report on Form 10-K for the year
ended December 31, 2018 filed with the SEC.
Liquidity and Capital Resources
Our short-term liquidity requirements consist primarily of operating expenses and other expenditures directly associated with our hotel properties,
recurring maintenance and capital expenditures necessary to maintain our hotel properties in accordance with internal and brand standards, capital expenditures to
improve our hotel properties, hotel development costs, acquisitions, interest payments, settlement of interest rate swaps, scheduled principal payments on
outstanding indebtedness, restricted cash funding obligations, mezzanine loan funding commitments, joint venture acquisitions and capital requirements, corporate
overhead, and distributions to our stockholders. Our long-term liquidity requirements consist primarily of the costs of acquiring additional hotel properties,
renovations and other non-recurring capital expenditures that periodically are made with respect to our hotel properties, dividend distributions, and scheduled debt
payments, including maturing loans.
To satisfy the requirements for qualification as a REIT, we must meet a number of organizational and operational requirements, including a requirement
that we distribute annually at least 90% of our REIT taxable income to our stockholders, determined without regard to the deduction for dividends paid and
excluding any net capital gains. We intend to distribute a sufficient amount of our taxable income to maintain our status as a REIT and to avoid tax on
undistributed income. Because we anticipate distributing a substantial amount of our available cash from operations, if sufficient funds are not available to us from
hotel dispositions, our senior unsecured revolving credit and term loan facilities and additional mortgage and other loans, we will need to raise capital to grow our
business and invest in additional hotel properties.
We expect to satisfy our liquidity requirements with cash provided by operations, working capital, short-term borrowings under our $400 Million
Revolver, term debt, collection of notes receivable, the strategic sale of hotels, distributions from the joint venture and the release of restricted cash upon
satisfaction of the usage requirements. In addition, we may fund
44
the purchase price of hotel acquisitions, hotel development costs, and cost of required capital improvements by borrowing under our $400 Million Revolver,
assuming mortgage debt from the seller on acquired hotels, issuing securities (including common units issued by our Operating Partnership), contributions from
joint venture partners, borrowings under our Joint Venture Credit Facility, or incurring various types of debt. Further, we may seek to meet our liquidity
requirements by raising capital through public or private offerings of our equity or debt securities. However, certain factors may have an adverse effect on our
ability to access these capital sources, including our degree of leverage, the value of our unencumbered hotel properties, borrowing restrictions imposed by lenders,
volatility in the equity and debt capital markets and other market conditions. We will continue to analyze which sources of capital are most advantageous to us at
any particular point in time, but financing may not be consistently available to us on terms that are attractive, or at all. We believe that our cash provided by
operations, working capital, borrowings available under our various credit facilities and other sources of funds available to us will be sufficient to meet our ongoing
liquidity requirements for at least the next twelve months.
On April 24, 2019, we repaid a mortgage loan with Compass Bank totaling $21.9 million that was secured by three hotel properties using funds from the
2018 Unsecured Credit Facility. There was no prepayment penalty associated with the repayment of this loan. After repayment of the mortgage loan, the three
hotels were added to the Company’s Unencumbered Properties.
On April 17, 2019, we completed the sale of six hotel properties for a gross aggregate sales price of $135.0 million, or a net aggregate sales price of
$133.0 million after a buyer credit of $2.0 million. The sale resulted in a net gain of $36.6 million. The net proceeds from the sale were used to pay down the
balance of the 2018 Unsecured Credit Facility.
On April 11, 2019, we repaid a $10.6 million mortgage loan with U.S. Bank using funds from the 2018 Unsecured Credit Facility to release the
encumbrance on the Hampton Inn in Goleta, CA to facilitate the sale of the property. As a result of this transaction, we incurred debt transaction costs of $1.0
million.
On March 19, 2019, we had a mortgage loan of $26.2 million that was secured by four hotel properties. We defeased $6.3 million of the principal using
funds from the 2018 Unsecured Credit Facility to have the encumbrance released on one property, the Hyatt Place in Arlington, TX, to facilitate the sale of the
property. As a result of this transaction, we recorded debt transaction costs of $0.6 million, primarily related to the debt defeasance premium. The mortgage loan
remains outstanding and is secured by the remaining three hotel properties.
At December 31, 2019, our scheduled debt principal amortization payments during the next 12 months total approximately $3.7 million. Although we
believe we will have the capacity to pay these scheduled principal debt payments from operations or that we will be able to fund them using draws under the 2018
Unsecured Credit Facility, there can be no assurances that our credit facility will be available to repay such amortizing debt as draws under our credit facility are
subject to certain financial covenants. At December 31, 2019, we were in compliance with all of our covenants under the 2018 Unsecured Credit Facility.
We have provided mezzanine loans on four real estate development projects to fund up to an aggregate of $58.4 million for the development of four hotel
properties. Three of the real estate development loans closed in the fourth quarter of 2017 and each has a stated interest rate of 8.0% and an initial term of
approximately three years. One of the real estate development loans closed in the third quarter of 2019 and has a stated interest rate of 9% and an initial term of 30
months. As of December 31, 2019, we have funded $37.4 million of our $58.4 million loan commitment. See "Note 4 - Investment in Real Estate Loans" to the
Consolidated Financial Statements for additional information concerning these loans and our rights to acquire ownership of the properties.
Outstanding Indebtedness
At December 31, 2019, we had $157.7 million in outstanding indebtedness secured by first priority mortgage liens on 15 hotel properties. We also had
borrowed $275.0 million on our 2018 Unsecured Credit Facility, $225.0 million on our 2018 Term Loan, and $225.0 million on our 2017 Term Loan, each of
which were supported at December 31, 2019 by a borrowing base of 52 unencumbered hotel properties. At December 31, 2019, the maximum amount of
borrowing permitted under the 2018 Unsecured Credit Facility was $600.0 million, of which we had borrowed $275.0 million and $315.0 million was available to
borrow.
At December 31, 2019, our subsidiary joint venture had $140.0 million outstanding on its credit facility, which included borrowings of $75.0 million on
its $75 million term loan and $65.0 million on its $125 million revolving line of credit. The credit facility is supported by the five hotel properties in the joint
venture.
45
We intend to secure or assume term loan financing, use our 2018 Unsecured Credit Facility, or utilize our Joint Venture Credit Facility to fund joint
venture acquisitions and capital improvements, together with other sources of financing, to fund future acquisitions and capital improvements. We may not succeed
in obtaining new financing on favorable terms, or at all, and we cannot predict the size or terms of future financings. Our failure to obtain new financing could
adversely affect our ability to grow our business.
We intend to maintain a prudent capital structure and, while the ratio will vary from time to time, we generally intend to limit our ratio of net indebtedness
to Adjusted EBITDAre to no more than 6.5x. For purposes of calculating this ratio, we exclude preferred stock from indebtedness.
We have obtained financing through debt instruments having staggered maturities and intend to continue to do so in the future. Our debt includes, and
may include in the future, debt secured by stock pledges, debt secured by first priority mortgage liens on certain hotel properties and unsecured debt. We believe
we will have adequate liquidity to meet the requirements for scheduled maturities and principal repayments. However, we can provide no assurance that we will be
able to refinance our indebtedness as it becomes due and, if refinanced, whether such refinancing will be available on favorable terms.
Our outstanding indebtedness requires us to comply with various financial and other covenants. We are currently in compliance with all covenants.
See "Note 6 - Debt" to the Consolidated Financial Statements for additional information concerning our 2018 Unsecured Credit Facility, 2018 Term Loan,
and other unsecured and secured indebtedness of the Company.
A summary of our debt at December 31, 2019 is as follows (dollars in thousands):
Lender
$600 Million Senior Unsecured Credit and Term Loan Facility (1)
Deutsche Bank AG New York Branch
$400 Million Revolver
$200 Million Term Loan
Total Senior Unsecured Credit and Term Loan Facility
Joint Venture Credit Facility (2)
Bank of America, N.A.
$125 Million Revolver
$75 Million Term Loan
Total Joint Venture Credit Facility
Unsecured Term Loans (1)
KeyBank National Association
Term Loan
KeyBank National Association
Term Loan
Secured Mortgage Indebtedness
KeyBank National Association
MetaBank
Bank of Cascades (3)
Total Mortgage Loans
Total Debt
Interest Rate
Amortization
Period (Years)
Maturity Date
Number of
Encumbered
Properties
Principal Amount
Outstanding
3.41% Variable
3.36% Variable
3.91% Variable
3.86% Variable
3.36% Variable
3.66% Variable
4.46% Fixed
4.52% Fixed
4.30% Fixed
4.95% Fixed
4.44% Fixed
3.76% Variable
4.30% Fixed
n/a
n/a
n/a
n/a
n/a
n/a
30
30
30
30
25
25
25
March 31, 2023
April 1, 2024
October 8, 2023
October 8, 2023
November 25, 2022
February 14, 2025
February 1, 2023
April 1, 2023
April 1, 2023
August 1, 2023
July 1, 2027
December 19, 2024
December 19, 2024
n/a
n/a
n/a
n/a
n/a
n/a
3
3
3
2
3
1
—
15
$
75,000
200,000
275,000
65,000
75,000
140,000
225,000
225,000
19,510
19,992
19,323
34,695
47,226
8,490
8,490
$
157,726
1,022,726
(1) The $600 Million Senior Secured Credit and Term Loan Facility and Unsecured Term Loans are supported by a borrowing base of 52 unencumbered hotel properties.
46
(2) The Joint Venture Credit Facility is secured by pledges of the equity in the entities (and affiliated entities) that own the hotels.
(3) The Bank of Cascades mortgage loan is comprised of two promissory notes that are secured by the same collateral and cross-defaulted.
Capital Expenditures
During the year ended December 31, 2019, we funded $59.3 million in capital expenditures. We anticipate spending an estimated $50.0 million to $70.0
million in capital expenditures on a consolidated basis, and $45.0 million to $65.0 million on a pro rata basis, across our portfolio in 2020. We expect to fund these
expenditures through a combination of cash provided by operations, working capital, release of restricted cash, borrowings under the 2018 Unsecured Credit
Facility, or other potential sources of capital, to the extent available to us.
Cash Flow Analysis
The following table summarizes changes in cash flows for the years ended December 31, 2019 and December 31, 2018:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
For the Years Ended December 31,
2019
2018
Change
(in thousands)
$
148,478 $
161,651 $
(13,173)
(182,164)
30,963
(63,057)
(92,045)
(119,107)
123,008
Net change in cash and cash equivalents
$
(2,723) $
6,549 $
(9,272)
•
•
•
Changes from the year ended December 31, 2019 compared to the year ended December 31, 2018 were due to the following:
Cash provided by operating activities. This decrease primarily resulted from a decrease in net income of $12.6 million, after adjusting for non-cash items,
such as depreciation and amortization and gains on the sale of assets, due to the sale of hotel properties and net changes in working capital of $0.6 million
primarily due to the timing of working capital changes.
Cash used in investing activities. This increase in cash used in investing activities is primarily due to an increase in asset acquisitions of $211.6 million,
partially offset by an increase in proceeds from asset dispositions of $61.7 million, a reduction in investments in hotel properties under development of
$13.4 million, a reduction in the net funding of real estate loans of $10.0 million, and a reduction in capital expenditures of $7.3 million.
Cash provided by (used in) financing activities. This increase is primarily due to net borrowings of $57.7 million during 2019 and capital contributions
from the non-controlling interest in the joint venture of $68.7 million to fund acquisitions.
For information about our consolidated cash flows for the year ended 2018 compared to the year ended 2017, refer to the "Management's Discussion and
Analysis of Financial Conditions and Results of Operations - Cash Flow Analysis" section of the Company's Annual Report on Form 10-K for the year ended
December 31, 2018 filed with the SEC.
47
Contractual Obligations
The following table outlines the timing of required payments related to our long-term debt and other contractual obligations at December 31, 2019
(dollars in thousands):
Debt obligations (1)
Currently projected interest (2)
Operating lease obligations (3)
Purchase obligations (4)
Total
Payments Due By Period
Total
1,022,726 $
$
Less than
One Year
One to Three
Years
Three to Five
Years
More than
Five Years
3,742 $
233,321 $
419,427 $
366,236
164,887
36,764
10,535
40,993
2,148
10,535
81,159
3,853
—
38,555
1,859
—
4,180
28,904
—
$
1,234,912 $
57,418 $
318,333 $
459,841 $
399,320
Interest payments on our variable rate debt have been estimated using the interest rates in effect at December 31, 2019, after giving effect to our interest rate swaps.
(1) Amounts shown include amortization of principal and debt maturities.
(2)
(3) Amounts consist primarily of non-cancelable ground lease and corporate office lease obligations.
(4) This amount represents purchase orders and executed contracts for renovation projects at our hotel properties.
Inflation
Operators of hotel properties, in general, possess the ability to adjust guestroom rates daily to reflect the effects of inflation on our operating expenses.
However, competitive pressures may limit the ability of our management companies to raise guestroom rates and thus, we may not be able to offset increased
expenses with an increase in revenues.
Critical Accounting Policies
See "Note 2 - Basis of Presentation and Significant Accounting Policies" to the Consolidated Financial Statements.
New Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments, which clarifies when an entity recognizes a credit loss on certain financial assets. In May 2019, the FASB issued ASU No. 2019-05, Financial
Instruments - Credit Losses: Targeted Transition Relief, which provides an option to irrevocably elect the fair value option in ASC No. 825-10, Financial
Instruments - Overall, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of ASC No. 326, Financial Instruments - Credit
Losses. ASU 2016-13 and ASU 2019-05 are both effective for our fiscal year commencing on January 1, 2020, with early adoption permitted. The adoption of
ASU No. 2016-13 or ASU No. 2019-05 did not have a material effect on our consolidated financial position or results of operations.
In August 2018, the FASB issued ASU No. 2018-15, Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer's Accounting for
Implementation Costs Incurred in a Cloud Computing Arrangement, which clarifies how an entity should account for fees paid in a cloud computing arrangement.
ASU 2018-15 is effective for our fiscal year commencing on January 1, 2020, with early adoption permitted. During fiscal 2019, we elected to early adopt ASU
No. 2018-15. The adoption of ASU No. 2018-15 did not have a material effect on our consolidated financial position or results of operations.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to
simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also
clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 is effective for our fiscal year commencing on January 1, 2021, with
early adoption permitted. The adoption of ASU No. 2019-12 will not have a material effect on our consolidated financial position or results of operations.
See "Note 2 - Basis of Presentation and Significant Accounting Policies" to the Consolidated Financial Statements.
48
Cybersecurity
The hospitality industry and certain of the major hotel franchise companies have recently experienced cybersecurity breaches. We have not experienced
any material cybersecurity losses at any of our properties. We manage cybersecurity risks with our franchisors and property management companies. An important
part of our cybersecurity risk mitigation efforts includes maintaining cybersecurity insurance and indemnifications in certain of our property management
agreements. Our Board of Directors provides on-going oversight of management's approach to managing cybersecurity risks.
Recent Developments
Equity Transactions
On January 31, 2020, our Board of Directors declared cash dividends of $0.18 per share of common stock, $0.403125 per share of 6.45% Series D
Cumulative Redeemable Preferred Stock, and $0.390625 per share of 6.25% Series E Cumulative Redeemable Preferred Stock. These dividends are payable
February 28, 2020 to stockholders of record on February 14, 2020.
Debt Transactions
On February 18, 2020, the Company repriced the $225 million 2018 Term Loan, lowering the interest rate to 150 basis points plus LIBOR based on the
Company’s current leverage based pricing level, which represents a reduction of 40 basis points compared to the prior rate of 190 basis points plus LIBOR. All
other material provisions of the loan remain unchanged, including the maturity date of the loan which remains February 14, 2025. The Company expects to realize
approximately $0.9 million of annual interest expense savings as a result of the transaction through the remaining term of the loan.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Market Risk
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market
changes that impact market-sensitive instruments. In pursuing our business strategies, the primary market risk to which we are exposed is interest rate risk. Our
primary interest rate exposure is to 30-day LIBOR. We primarily use derivative financial instruments to manage interest rate risk.
Our interest rate derivatives are based on USD-LIBOR. In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it
intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of
New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to
USD-LIBOR in derivatives and other financial contracts. The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related
changes and risks. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any
transition from LIBOR to another benchmark interest rate will result in a different calculation of our variable interest rates that are currently indexed to LIBOR. If
adequate and reasonable means do not exist for ascertaining LIBOR and such circumstances are unlikely to be temporary, our loan agreements contain provisions
for our lenders and us to jointly establish an alternative interest rate.
At December 31, 2019, we were party to four interest rate derivative agreements pursuant to which we receive variable-rate payments in exchange for
making fixed-rate payments (dollars in thousands):
Contract date
Effective Date
Expiration Date
December 31, 2019
October 2, 2017
October 2, 2017
June 11, 2018
June 11, 2018
January 29, 2018
January 31, 2023
$
January 29, 2018
January 31, 2023
September 28, 2018
September 30, 2024
December 31, 2018
December 31, 2025
$
100,000
100,000
75,000
125,000
400,000
Notional Amount
At December 31, 2019, after giving effect to our interest rate derivative agreements, $549.2 million, or 53.7%, of our debt had fixed interest rates and $473.5
million, or 46.3%, had variable interest rates. At December 31, 2018, after giving
49
effect to our interest rate derivative agreements, $569.1 million, or 59.0%, of our debt had fixed interest rates and $395.9 million, or 41.0%, had variable interest
rates. The increase in our variable rate debt is primarily due to the Joint Venture Credit Facility. Taking into consideration our existing interest rate swaps an
increase in interest rates of 1.0% would decrease our cash flows by approximately $4.7 million per year.
As our fixed-rate debts mature, they will become subject to interest rate risk. At December 31, 2019, we have scheduled payments of principal on debt in
2020 totaling approximately $3.7 million.
Item 8. Financial Statements and Supplementary Data.
The financial statements and supplementary data required by this item are included on pages F-1 through F-46 of this Annual Report on Form 10-K and
are incorporated by reference herein.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
50
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2019. Based on that evaluation, our Chief Executive Officer
and our Chief Financial Officer concluded that, as of December 31, 2019, our disclosure controls and procedures were effective to provide reasonable assurance
that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions
regarding required disclosure.
Management’s Report on the Effectiveness of Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial
reporting is a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer, and effected by our board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with GAAP and includes those policies and procedures that:
•
•
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP
and that our receipts and our expenditures are being made only in accordance with authorizations of our management and our board of directors;
and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision of our Chief Executive Officer and our
Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control—Integrated Framework (2013) established by the Committee of Sponsoring Organizations of the Treadway Commission. Based on
such evaluation, our management concluded that we had effective internal control over financial reporting as of December 31, 2019.
Ernst & Young LLP, our independent registered public accounting firm, has issued an auditor’s attestation report on our management’s assessment of the
effectiveness of our internal control over financial reporting as of December 31, 2019. This report is included in Part II, Item 8 of this Annual Report on Form 10-
K.
Changes in Internal Control Over Financial Reporting
There were no material changes in our internal control over financial reporting during the three months ended December 31, 2019.
Item 9B. Other Information.
None.
51
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by this item is incorporated by reference to our Definitive Proxy Statement on Schedule 14A (the “2020 Proxy Statement”) for
the 2020 Annual Meeting of Stockholders.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to our 2020 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2019 with respect to our securities that may be issued under existing equity compensation
plans:
Plan Category
Equity Compensation Plans Approved by Summit Hotel Properties,
Inc. Stockholders (2)
Equity Compensation Plans Not Approved by Summit Hotel
Properties, Inc. Stockholders
Total
Number of Securities to
be Issued Upon Exercise
of Outstanding Options
Weighted Average
Exercise Price of
Outstanding Options
235,000 $
—
235,000 $
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans (1)
9.75
—
9.75
1,844,221
—
1,844,221
(1) Excludes securities reflected in the column entitled “Number of Securities to be Issued Upon Exercise of Outstanding Options.”
(2) Consists of our Equity Plan.
The following table represents common shares retained by the Company for employee taxes due upon vesting of equity awards during the year ended
December 31, 2019:
Period
March 1, 2019 - March 31, 2019
May 1, 2019 - May 31, 2019
Total
Total Shares
Purchased
Average
Price Paid
Per Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the Plans or
Programs
73,892 $
448 $
74,340
11.29
11.74
—
—
—
—
—
The other information required by this item is incorporated by reference to our 2020 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to our 2020 Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by reference to our 2020 Proxy Statement.
52
PART IV
Item 15. Exhibits and Financial Statement Schedules.
1. Financial Statements:
Included herein at pages F-1 through F-42
2. Financial Statement Schedules:
The following financial statement schedule is included herein at pages F-43 through F-46.
Schedule III — Real Estate and Accumulated Depreciation
All schedules for which provision is made in Regulation S-X are either not required to be included herein pursuant to the related instructions or are
inapplicable or the related information is included in the footnotes to the applicable financial statement.
3. Exhibits:
The following exhibits are filed as part of this report:
53
Exhibit
Number
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
EXHIBITS
Description of Exhibit
Articles of Amendment and Restatement of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.1 to Annual Report on
Form 10-K filed by Summit Hotel Properties, Inc. on February 28, 2012).
Articles Supplementary designating the Company’s 9.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on October 28, 2011).
Articles Supplementary designating the Company’s 7.875% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on December 7, 2012).
Articles Supplementary designating the Company’s 7.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on March 19, 2013).
Articles Supplementary designating the Company’s 6.45% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share
(incorporated by reference to Exhibit 3.2 to Registration Statement on Form 8-A filed by Summit Hotel Properties, Inc. on June 24, 2016).
Articles of Amendment of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed by
Summit Hotel Properties, Inc. on May 19, 2017).
Articles Supplementary of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed by
Summit Hotel Properties, Inc. on May 19, 2017).
Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating the Company’s 6.250%
Series E Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.7 to Registration Statement on Form 8-A filled by
Summit Hotel Properties, Inc. on November 8, 2017).
Second Amended and Restated Bylaws of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.3 to Current Report on Form
8-K filed by Summit Hotel Properties, Inc on May 19, 2017).
Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. prohibiting election under Sections 3-
803, 3-804(a), 3-804(b) and 3-805 of the MGCL without stockholder approval (incorporated by reference to Exhibit 3.1 of the Current Report
on Form 8-K filed with the SEC on May 26, 2016).
First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP, dated February 14, 2011, as amended (incorporated
by reference to Exhibit 3.4 to the Quarterly Report on Form 10-Q filed by Summit Hotel Properties, Inc. on May 6, 2013).
First Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP (incorporated by reference to
Exhibit 3.2 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on October 28, 2011).
Second Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP (incorporated by reference
to Exhibit 3.1 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on April 16, 2012).
Third Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP (incorporated by reference
to Exhibit 3.2 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on December 7, 2012).
Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP (incorporated by reference
to Exhibit 3.2 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on March 19, 2013).
Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP (incorporated by reference to
Exhibit 3.2 of the Current Report on Form 8-K filed with the SEC on June 24, 2016).
Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP. (incorporated by reference
to Exhibit 3.5 of the Company’s Quarterly Report on Form 10-Q filed by Summit Hotel Properties, Inc. on August 2, 2016).
Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP. (incorporated by
reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on November 8, 2017).
Eighth Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP. (incorporated by reference
to Exhibit 3.19 of the Annual Report filed by Summit Hotel Properties, Inc. on February 21, 2018).
54
3.20
4.1
4.2†
10.1
10.2
10.3
10.4
10.5
10.6
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
First Amendment to the Second Amended and Restated Bylaws of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 3.2 of
the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on August 26, 2019).
Specimen certificate of common stock of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 5 to
Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on February 7, 2011).
Form of securities.
$600,000,000 Credit Agreement, dated as of December 6, 2018, among Summit Hotel OP, LP, as Borrower, Summit Hotel Properties, Inc., as
Parent Guarantor, the other guarantors named therein, as Subsidiary Guarantors, the Initial Lenders, Initial Issuing Banks and Swing Line
Banks, Deutsche Bank AG New York Branch, as Administrative Agent, Bank of America, N.A., and Regions Bank, as Co-Syndication
Agents, with Deutsche Bank Securities INC., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and as Joint
Bookrunners (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on
December 10, 2018).
$225,000,000 Credit Agreement, dated as of September 26, 2017, among Summit Hotel OP, LP, as Borrower, Summit Hotel Properties, Inc.,
as Parent Guarantor, the other guarantors named therein, Key Bank National Association, as administrative agent, Deutsche Bank AG New
York Branch and Bank of America, N.A., as co-syndication agents, KeyBanc Capital Markets, Inc., Deutsche Bank Securities, Inc., and
Merrill Lynch Pierce Fenner & Smith, as joint bookrunners and joint lead arrangers, and a syndicate of lenders including KeyBank National
Association, Deutsche Bank AG New York Branch, Bank of America, N.A., Capital One, National Association, PNC Bank, National
Association, Regions Bank, Raymond James Bank, N.A., Royal Bank of Canada, Branch Banking and Trust Company, and U.S. Bank
National Association (incorporated by reference to Exhibit 10.1 to the Current Report of the Form 8-K filed by Summit Hotel Properties, Inc
on October 2, 2017).
First Amended and Restated Credit Agreement, dated as of February 15, 2018, among Summit Hotel OP, LP, as Borrower, Summit Hotel
Properties, Inc., as Parent Guarantor, the other guarantors named herein, as subsidiary guarantors, the initial lenders named therein, Keybank
National Association, as Administrative Agent, Regions Bank, Raymond James Bank, N.A., PNC Bank, National Association, Capital One,
National Association, and Branch Banking and Trust Company, as co-syndication agents, and Keybanc Capital Markets, Inc., as sole
bookrunner, Keybanc Capital Markets, Inc., Regions Capital Markets, Raymond James Bank, N.A., PNC Capital Markets LLC, Capital One,
National Association, and Branch Banking and Trust Company as joint lead arrangers. (incorporated by reference to Exhibit 10.9 of the
Annual Report filed by Summit Hotel Properties, Inc. on February 21, 2018).
Amended and Restated Hotel Management Agreement, dated February 14, 2011, among Interstate Management Company, LLC and the
subsidiaries of Summit Hotel Properties, Inc. party thereto (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed
by Summit Hotel Properties, Inc. on February 18, 2011).
First Amendment to Amended and Restated Hotel Management Agreement, dated June 30, 2011, among Interstate Management Company,
LLC and the subsidiaries of the Company party thereto (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed
by Summit Hotel Properties, Inc. on August 15, 2011).
Form of Lease Agreement between Summit Hotel OP, LP and TRS Lessee (incorporated by reference to Exhibit 10.4 to Amendment No. 2 to
Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on November 1, 2010).
Summit Hotel Properties, Inc. 2011 Equity Incentive Plan, as amended and restated effective June 15, 2015 (incorporated by reference to
Appendix B to the Definitive Proxy Statement on Schedule 14A filed by Summit Hotel Properties, Inc. on April 28, 2015).
Form of Option Award Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to Registration Statement on Form S-11
filed by Summit Hotel Properties, Inc. on September 23, 2010).
Form of Stock Award Agreement (Service-Based Shares) between Summit Hotel Properties, Inc. and its executive officers (incorporated by
reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed by Summit Hotel Properties, Inc. on May 3, 2016).
Form of Stock Award Agreement (Performance Based Shares) between Summit Hotel Properties, Inc. and its executive officers (incorporated
by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed by Summit Hotel Properties, Inc. on May 3, 2016).
Form of Incentive Award Agreement between Summit Hotel Properties, Inc. and its executive officers (incorporated by reference to Exhibit
10.7 of the Company’s Quarterly Report on Form 10-Q filed by Summit Hotel Properties, Inc. on May 3, 2016).
Employment Agreement, dated May 28, 2014, between Summit Hotel Properties, Inc. and Daniel P. Hansen (incorporated by reference to
Exhibit 10.2 to Quarterly Report on Form 10-Q filed by Summit Hotel Properties, Inc. on August 6, 2014).
55
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21
10.22
21.1†
23.1†
31.1†
31.2†
32.1†
32.2†
101.INS(1)
101.SCH(1)
101.CAL(1)
101.DEF(1)
101.LAB(1)
101.PRE(1)
104(1)
Employment Agreement, dated May 28, 2014, between Summit Hotel Properties, Inc. and Craig J. Aniszewski (incorporated by reference to
Exhibit 10.3 to Quarterly Report on Form 10-Q filed by Summit Hotel Properties, Inc. on August 6, 2014).
Employment Agreement, dated May 28, 2014, between Summit Hotel Properties, Inc. and Christopher R. Eng (incorporated by reference to
Exhibit 10.4 to Quarterly Report on Form 10-Q filed by Summit Hotel Properties, Inc. on August 6, 2014).
Employment Agreement, dated March 3, 2015, between Summit Hotel Properties, Inc. and Paul Ruiz (incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Summit Hotel Properties, Inc. on May 4, 2015).
Employment Agreement, dated April 17, 2017, between Summit Hotel Properties, Inc. and Jonathan P. Stanner (incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on April 4, 2017).
Separation Agreement and Mutual General Release, dated January 24, 2018, between Summit Hotel Properties, Inc. and Greg A. Dowell
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on January 26, 2018).
First Amendment to Stock Award Agreement (Performance Shares), dated January 24, 2018, between Summit Hotel Properties, Inc. and Greg
A. Dowell (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on January 26,
2018).
First Amendment to Stock Award Agreement (Performance Shares), dated January 24, 2018, between Summit Hotel Properties, Inc. and Greg
A. Dowell (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on January 26,
2018).
Form of Indemnification Agreement between Summit Hotel Properties, Inc. and each of its Executive Officers and Directors (incorporated by
reference to Exhibit 10.14 to Amendment No. 2 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on
November 1, 2010).
Form of Sales Agreement between Summit Hotel Properties, Inc., Summit Hotel OP, LP and its sales agents (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on May 25, 2017).
$200 Million Credit Agreement dated October 8, 2019 among Summit JV MR 1, LLC, as borrower, Summit Hospitality JV, LP, as parent,
each party executing the credit facility documentation as a subsidiary guarantor, Bank of America N.A., as administrative agent and sole initial
lender, and BofA Securities, Inc., as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.1 to Current Report on
Form 8-K filed by Summit Hotel Properties, Inc. on October 15, 2019).
List of Subsidiaries of Summit Hotel Properties, Inc.
Consent of Ernst & Young, LLP
Certification of Chief Executive Officer of Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer of Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer of Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer of Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Labels Linkbase Document
XBRL Taxonomy Presentation Linkbase Document
The cover page for Summit Hotel Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (formatted in Inline
XBRL and contained in Exhibit 101).
* Management contract or compensatory plan or arrangement.
† Filed herewith
(1) Submitted electronically herewith
56
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 25, 2020
SUMMIT HOTEL PROPERTIES, INC. (registrant)
By:
/s/ Daniel P. Hansen
Daniel P. Hansen
Chairman of the Board of Directors
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Daniel P. Hansen
Daniel P. Hansen
/s/ Jonathan P. Stanner
Jonathan P. Stanner
/s/ Paul Ruiz
Paul Ruiz
/s/ Bjorn R. L. Hanson
Bjorn R. L. Hanson
/s/ Jeffrey W. Jones
Jeffrey W. Jones
/s/ Kenneth J. Kay
Kenneth J. Kay
/s/ Thomas W. Storey
Thomas W. Storey
/s/ Hope S. Taitz
Hope S. Taitz
Chairman of the Board of Directors,
President and Chief Executive Officer
(principal executive officer)
Executive Vice President, Chief Financial Officer and
Treasurer
(principal financial officer)
February 25, 2020
February 25, 2020
Senior Vice President and Chief Accounting Officer
February 25, 2020
(principal accounting officer)
Director
Director
Director
Director
Director
57
February 25, 2020
February 25, 2020
February 25, 2020
February 25, 2020
February 25, 2020
SUMMIT HOTEL PROPERTIES, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2019 and 2018
Consolidated Statements of Operations for the years ended December 31, 2019, 2018, and 2017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
Schedule III - Real Estate and Accumulated Depreciation
F-1
Page
F-1
F-6
F-7
F-8
F-9
F-10
F-11
F-43
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Summit Hotel Properties, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Summit Hotel Properties, Inc. (the Company) as of December 31, 2019 and 2018, the related
consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2019,
and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2020 expressed an unqualified opinion thereon.
Adoption of ASU No. 2016-02
As discussed in Note 2 to the consolidated financial statements, the Company changed its method for accounting for leases in 2019 due to the adoption of ASU No.
2016-02, Leases (Topic 842).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements
based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
F-2
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to
be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.
Description of the Matter
How We Addressed the
Matter in Our Audit
Loss on Impairment of Assets
Investment in hotel properties, net, including hotel properties under development and land held for development
totaled $2.2 billion at December 31, 2019. For the year ended December 31, 2019, the Company recorded
impairment losses of $2.5 million. As explained in Note 2 of the consolidated financial statements, hotel properties
are evaluated by management for impairment when indicators are present. When such indicators are identified,
management prepares a recoverability analysis using undiscounted cash flows and if this analysis fails, management
recognizes an impairment when the estimated fair value of the property is less than the carrying value.
Auditing the undiscounted property cash flow analysis was complex and involved a high degree of subjectivity,
primarily around future growth rates used in the Company’s analysis, which can be affected by future market or
economic conditions. Auditing the estimated fair value of properties that fail the recoverability analysis was
complex and involved a high degree of subjectivity, primarily around the market assumptions and comparable sales
figures used in the appraisal obtained by the Company to estimate the fair value of the underlying properties.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the
Company's process to determine (1) hotel properties with impairment indicators, (2) undiscounted cash flows for
each identified property and (3) the fair value of hotel properties that did not pass the test of recoverability. For
example, we tested controls over management’s review of triggering events and the significant assumptions, such as
growth rates in future cash flows, used in the test for recoverability.
To test the undiscounted cash flow analysis, our audit procedures included, among others, evaluating the Company's
methodology, testing the future growth rate assumptions used to develop the forecasted cash flows and testing the
completeness and accuracy of the underlying data. For example, we compared the future growth rates to current
industry, market and economic trends, and historical results of the Company's business. We performed a sensitivity
analysis of the future growth rates to evaluate the change in the recoverability analysis of the hotel properties
resulting from changes in the assumptions. We also involved a valuation specialist to assist in our evaluation of the
key assumptions used in the analysis, such as future growth rates and occupancy rates, and to perform a
comparability assessment of the Company’s approach to value using observable market information. To test the fair
value of the properties that did not pass the recoverability analysis, our audit procedures included, among others,
involving a specialist to perform corroborative calculations using observable market data to develop an independent
range of values to compare against the Company’s third-party appraisal. Our audit procedures further involved
validating the completeness and accuracy of the net book value and historical financial information for the
properties that were appraised.
F-3
Hotel Property Acquisitions
Description of the Matter
During 2019, the Company completed its acquisition of five hotel properties for net consideration of $274.5 million,
as disclosed in Note 3 to the consolidated financial statements. The transactions were accounted for as asset
acquisitions. Determining the fair value of the individual assets acquired requires management to make significant
judgments about the valuation methodologies (i.e., market approach or cost approach) and inputs to the model.
How We Addressed the
Matter in Our Audit
Auditing the Company's accounting for its acquisitions of the five hotel properties was complex due to the
significant estimation required by management to determine the fair value of the acquired land and hotel buildings
and improvements. The significant assumptions used to estimate the value of these assets included (1) adjustments
to market data to account for any transaction differences between the acquired land parcel and observable market
transactions, and (2) estimating replacement costs for each hotel building and improvement, including estimating
useful lives taking into consideration the physical condition of the assets at acquisition, and making adjustments to
account for any transaction differences.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the
Company's accounting for asset acquisitions process, including controls over the Company’s valuation of the
acquired assets. For example, we tested the Company's controls over the determination of the fair value of the land
and hotel buildings and improvements, including the valuation models and underlying assumptions used to develop
such estimates.
To test the estimated fair value of the land and hotel buildings and site improvements our audit procedures included,
among others, reading the purchase agreement, assessing the appropriateness of the valuation methodologies,
evaluating the reasonableness of the significant assumptions discussed above and testing the completeness and
accuracy of the underlying data used by the Company. We involved our valuation specialist to assist with our
evaluation of the methodologies used by the Company and significant assumptions included in the fair value
estimates. For example, we compared the significant assumptions to current industry, market and economic trends,
to the assumptions used to value similar assets in other acquisitions in the same industry and evaluating whether
assumptions used by management were reasonable considering consistency with external market and industry data.
Specifically, for the market approach, we developed an independent range of fair values based on observable market
transactions to compare to the Company’s conclusion on fair value. For the cost approach, we compared the
replacement cost and estimated useful life for the hotel building and improvements to observable market
information, taking into consideration the physical condition of the assets at the time of acquisition. We also
performed sensitivity analyses of the estimated useful life assumptions to evaluate the change in the fair value
resulting from changes in the assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2013.
Austin, Texas
February 25, 2020
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Summit Hotel Properties, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Summit Hotel Properties, Inc.’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (the COSO criteria). In our
opinion, Summit Hotel Properties, Inc.’s (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31,
2019, based on the COSO criteria.
We also have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance
sheets of Summit Hotel Properties, Inc. (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income,
shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed
in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our report dated February 25, 2020 expressed an unqualified
opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying Management’s Report on the Effectiveness of Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Austin, Texas
February 25, 2020
F-5
Summit Hotel Properties, Inc.
Consolidated Balance Sheets
(in thousands, except share amounts)
ASSETS
Investment in hotel properties, net
Undeveloped land
Assets held for sale, net
Investment in real estate loans, net
Right-of-use assets
Cash and cash equivalents
Restricted cash
Trade receivables, net
Prepaid expenses and other
Deferred charges, net
Other assets
Total assets
Liabilities:
Debt, net of debt issuance costs
Lease liabilities
Accounts payable
Accrued expenses and other
Total liabilities
LIABILITIES AND EQUITY
Commitments and contingencies (Note 11)
Equity:
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized:
6.45% Series D - 3,000,000 shares issued and outstanding at December 31, 2019 and 2018 (aggregate
liquidation preference of $75,417 at December 31, 2019 and 2018)
6.25% Series E - 6,400,000 shares issued and outstanding at December 31, 2019 and 2018 (aggregate
liquidation preference of $160,861 at December 31, 2019 and 2018)
Common stock, $0.01 par value per share, 500,000,000 shares authorized, 105,169,515 and 104,783,179 shares
issued and outstanding at December 31, 2019 and 2018, respectively
Additional paid-in capital
Accumulated other comprehensive loss
(Distributions in excess of retained earnings) retained earnings
Total stockholders’ equity
Non-controlling interests in operating partnership
Non-controlling interests in joint venture (Note 9)
Total equity
Total liabilities and equity
See Notes to Consolidated Financial Statements
F-6
December 31,
2019
2018
$
2,184,232 $
2,065,554
1,500
425
30,936
29,884
42,238
27,595
13,281
8,844
4,709
12,039
2,267
7,633
30,700
—
44,088
28,468
13,978
10,111
4,691
14,807
$
2,355,683 $
2,222,297
$
1,016,163 $
19,604
4,767
71,759
958,712
—
5,391
66,050
1,112,293
1,030,153
30
64
1,052
1,190,949
(16,034)
(2,283)
30
64
1,048
1,185,310
(1,441)
4,838
1,173,778
1,189,849
1,809
67,803
1,243,390
$
2,355,683 $
2,295
—
1,192,144
2,222,297
Summit Hotel Properties, Inc.
Consolidated Statements of Operations
(in thousands, except per share amounts)
For the Years Ended December 31,
2019
2018
2017
$
505,342 $
523,439 $
23,785
20,221
549,348
112,244
18,552
158,181
44,220
16,575
99,445
23,622
—
2,521
475,360
45,418
119,406
(41,030)
5,472
(35,558)
83,848
(1,500)
82,348
(157)
419
82,610
(14,838)
—
24,225
19,606
567,270
119,724
19,191
159,173
43,339
18,521
101,013
21,509
—
1,075
483,545
41,474
125,199
(41,944)
6,949
(34,995)
90,204
922
91,126
(205)
—
90,921
(16,671)
(3,277)
67,772 $
70,973 $
479,934
21,359
14,084
515,377
108,715
16,734
144,526
37,419
18,210
85,927
19,597
354
—
431,482
43,209
127,104
(29,687)
3,778
(25,909)
101,195
(1,674)
99,521
(307)
—
99,214
(17,408)
(2,572)
79,234
$
$
0.65 $
0.68 $
0.79
103,887
103,939
103,623
103,842
$
0.72 $
0.72 $
99,406
99,780
0.67
Revenues:
Room
Food and beverage
Other
Total revenues
Expenses:
Room
Food and beverage
Other hotel operating expenses
Property taxes, insurance and other
Management fees
Depreciation and amortization
Corporate general and administrative
Hotel property acquisition costs
Loss on impairment of assets
Total expenses
Gain on disposal of assets, net
Operating income
Other income (expense):
Interest expense
Other income, net
Total other expense
Income from continuing operations before income taxes
Income tax (expense) benefit (Note 14)
Net income
Less: (Income) loss attributable to non-controlling interests:
Operating Partnership
Joint venture
Net income attributable to Summit Hotel Properties, Inc.
Preferred dividends
Premium on redemption of preferred stock
Net income attributable to common stockholders
Earnings per share:
Basic and diluted
Weighted average common shares outstanding:
Basic
Diluted
Dividends per share
See Notes to Consolidated Financial Statements
F-7
Summit Hotel Properties, Inc.
Consolidated Statements of Comprehensive Income
(in thousands)
Net income
Other comprehensive income, net of tax:
Changes in fair value of derivative financial instruments
Comprehensive income
Comprehensive (income) loss attributable to non-controlling interests:
Operating Partnership
Joint venture
Comprehensive income attributable to Summit Hotel Properties, Inc.
Preferred dividends
Premium on redemption of preferred stock
For the Years Ended December 31,
2019
2018
2017
$
82,348 $
91,126 $
99,521
(14,596)
67,752
(123)
419
68,048
(14,838)
—
(2,900)
88,226
(197)
—
88,029
(16,671)
(3,277)
2,437
101,958
(316)
—
101,642
(17,408)
(2,572)
81,662
Comprehensive income attributable to common stockholders
$
53,210 $
68,081 $
See Notes to Consolidated Financial Statements
F-8
Summit Hotel Properties, Inc.
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2019, 2018 and 2017
(in thousands, except share amounts)
Shares of
Preferred
Stock
Preferred
Stock
Shares of
Common
Stock
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
(Loss)
Retained
Earnings
(Distributions
in Excess of
Retained
Earnings)
Non-controlling
Interests
Total
Shareholders’
Equity
Operating
Partnership
Joint
Venture
Total
Equity
9,400,000
$
94
93,525,469
$
935
$ 1,011,412
$
(977)
$
(1,422)
$
1,010,042
$
3,428
$
— $ 1,013,470
—
— 10,350,000
104
163,471
—
—
73,322
—
—
—
1
—
154,668
(72,423)
650
—
397,448
4
5,861
(59,111)
(1)
(960)
6,400,000
(3,000,000)
64
(30)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
163,575
—
—
163,575
—
154,732
(2,572)
(75,025)
—
651
(86,019)
(86,019)
—
5,865
—
—
(651)
(241)
22
—
—
—
—
—
154,732
(75,025)
—
(86,260)
5,887
(961)
—
—
(961)
—
—
99,214
Balance at
December 31, 2017
12,800,000
128
104,287,128
1,043
1,262,679
1,451
9,201
1,274,502
2,874
—
—
—
—
—
—
2,428
—
2,428
99,214
9
307
—
—
—
—
—
—
—
—
—
—
—
—
2,437
99,521
1,277,376
(85,000)
—
(92,225)
6,665
(2,724)
(174)
(2,900)
91,126
1,192,144
(3,400,000)
(34)
—
—
(81,689)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
64,126
—
1
—
576
—
619,775
6
6,640
(187,850)
—
—
—
(2)
—
—
—
(2,722)
(174)
—
—
—
—
—
—
—
—
(2,892)
—
(3,277)
(85,000)
—
—
577
(92,007)
(92,007)
—
6,646
—
—
—
90,921
(2,724)
(174)
(2,892)
90,921
(577)
(218)
19
—
—
(8)
205
9,400,000
94
104,783,179
1,048
1,185,310
(1,441)
4,838
1,189,849
2,295
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
50,244
—
1
—
475
—
410,432
4
6,201
(74,340)
—
—
—
(1)
—
—
—
(838)
(199)
—
—
—
(31)
—
—
—
—
(14,562)
—
—
—
—
—
—
—
68,712
68,712
445
(89,731)
(89,731)
—
6,205
(445)
(178)
14
—
—
(490)
(90,399)
—
6,219
(839)
(199)
(14,562)
82,610
—
—
—
—
(839)
(199)
(34)
157
—
(14,596)
(419)
82,348
—
82,610
9,400,000
$
94
105,169,515
$
1,052
$ 1,190,949
$
(16,034)
$
(2,283)
$
1,173,778
$
1,809
$ 67,803
$ 1,243,390
See Notes to Consolidated Financial Statements
F-9
Balance at
December 31, 2016
Net proceeds from
sale of common
stock
Net proceeds from
sale of preferred
stock
Redemption of
preferred stock
Common stock
redemption of
common units
Dividends
Equity-based
compensation
Shares acquired
for employee
withholding
requirements
Other
comprehensive
income
Net income
Redemption of
preferred stock
Common stock
redemption of
common units
Dividends
Equity-based
compensation
Shares acquired
for employee
withholding
requirements
Other
Other
comprehensive
loss
Net income
Balance at
December 31, 2018
Contribution by
non-controlling
interest in joint
venture
Common stock
redemption of
common units
Dividends
Equity-based
compensation
Shares acquired
for employee
withholding
requirements
Other
Other
comprehensive
loss
Net income
Balance at
December 31, 2019
Summit Hotel Properties, Inc.
Consolidated Statements of Cash Flows
(in thousands)
OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Amortization of deferred financing costs
Loss on impairment of assets
Equity-based compensation
Deferred tax asset, net
Realization of deferred gain
Gain on disposal of assets, net
Non-cash interest income
Debt transaction costs
Other
Changes in operating assets and liabilities:
Trade receivables, net
Prepaid expenses and other
Accounts payable
Accrued expenses and other
For the Years Ended December 31,
2019
2018
2017
$
82,348 $
91,126 $
99,521
99,445
1,485
2,521
6,219
(12)
—
(45,418)
(2,477)
1,892
469
511
552
(314)
1,257
101,013
1,973
1,075
6,665
(430)
—
(41,474)
(2,045)
401
770
2,787
(1,127)
(424)
1,341
85,927
2,022
—
5,887
887
(15,000)
(28,209)
(284)
195
285
(5,032)
(2,454)
(491)
4,595
NET CASH PROVIDED BY OPERATING ACTIVITIES
148,478
161,651
147,849
INVESTING ACTIVITIES
Acquisitions of hotel properties and land
Improvements to hotel properties
Investment in hotel properties under development
Proceeds from asset dispositions, net
Funding of real estate loans
Proceeds from principal payments on real estate loans
NET CASH USED IN INVESTING ACTIVITIES
FINANCING ACTIVITIES
Proceeds from issuance of debt
Principal payments on debt
Proceeds from equity offerings, net of issuance costs
Redemption of preferred stock
Dividends paid
Proceeds from contribution by joint venture partner
Financing fees on debt and other issuance costs
Repurchase of common shares for withholding requirements
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
Net change in cash, cash equivalents and restricted cash
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period
End of period
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest
Accrued improvements to hotel properties
Capitalized interest
Cash payments for income taxes, net of refunds
(282,557)
(59,268)
—
165,724
(8,363)
2,300
(182,164)
360,000
(302,287)
—
—
(90,783)
68,712
(3,840)
(839)
30,963
(2,723)
72,556
69,833 $
41,648 $
4,856 $
— $
(229) $
(71,002)
(66,610)
(13,430)
104,030
(16,245)
200
(63,057)
815,000
(723,098)
—
(85,000)
(92,245)
—
(3,978)
(2,724)
(92,045)
6,549
66,007
72,556 $
38,743 $
6,084 $
446 $
839 $
(588,822)
(37,191)
(20,993)
120,733
(17,935)
32,500
(511,708)
667,640
(452,082)
318,307
(75,025)
(85,635)
—
(1,953)
(961)
370,291
6,432
59,575
66,007
27,362
7,074
301
623
$
$
$
$
$
See Notes to Consolidated Financial Statements
F-10
NOTE 1 –– DESCRIPTION OF BUSINESS
SUMMIT HOTEL PROPERTIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Summit Hotel Properties, Inc. (the “Company”) is a self-managed hotel investment company that was organized on June 30, 2010 as a Maryland corporation. The
Company holds both general and limited partnership interests in Summit Hotel OP, LP (the “Operating Partnership”), a Delaware limited partnership also
organized on June 30, 2010. On February 14, 2011, the Company closed on its initial public offering and completed certain formation transactions, including the
merger of Summit Hotel Properties, LLC with and into the Operating Partnership. Unless the context otherwise requires, “we”, “us”, and “our” refer to the
Company and its consolidated subsidiaries.
We focus on owning premium-branded hotels with efficient operating models primarily in the Upscale segment of the lodging industry. At December 31, 2019, our
portfolio consisted of 72 hotels with a total of 11,288 guestrooms located in 23 states. At December 31, 2019, we own 100% of the outstanding equity interests in
67 of 72 of our hotels. We own a 51% controlling interest in five hotels that we acquired in 2019 through a joint venture. We have elected to be taxed as a real
estate investment trust (“REIT”) for federal income tax purposes commencing with our short taxable year ended December 31, 2011. To qualify as a REIT, we
cannot operate or manage our hotels. Accordingly, all of our hotels are leased to our taxable REIT subsidiaries (“TRS Lessees”).
NOTE 2 –– BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
We prepare our Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”), which requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of
revenues and expenses in the reporting period. Actual results could differ from those estimates.
The accompanying Consolidated Financial Statements consolidate the accounts of all entities in which we have a controlling financial interest, as well as variable
interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the Consolidated
Financial Statements.
We evaluate joint venture partnerships to determine if they should be consolidated based on whether the partners exercise joint control. For a joint venture where
we exercise primary control and we also own a majority of the equity interests, we consolidate the joint venture partnership. We have consolidated the accounts of
our joint venture partnership with GIC (see "Note 9 - Equity - Non-controlling Interest in Joint Venture") in our accompanying Consolidated Financial Statements.
Segment Disclosure
Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an
enterprise’s reportable segments. We have determined that we have one reportable segment, for activities related to investing in real estate. Our investments in real
estate are geographically diversified and the chief operating decision makers evaluate operating performance on an individual asset level. As each of our assets has
similar economic characteristics, the assets have been aggregated into one reportable segment.
F-11
Investment in Hotel Properties
The Company allocates the purchase price of acquired hotel properties based on the fair value of the acquired land, land improvements, building, furniture, fixtures
and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Intangible assets may include certain value associated with the on-
going operations of the hotel business being acquired as part of the hotel property acquisition. Acquired intangible assets that derive their values from real property
or an interest in real property, are inseparable from that real property or interest in real property, and do not produce or contribute to the production of income other
than consideration for the use or occupancy of space, are recorded as a component of the related real estate asset in our Consolidated Financial Statements. We
allocate the purchase price of acquired hotel properties to land, building and furniture, fixtures and equipment based on third-party independent appraisals.
If substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets, the asset or
asset group is not considered a business. When we conclude that an acquisition meets this threshold, acquisition costs will be capitalized as part of our allocation of
the purchase price of the acquired hotel properties.
Our hotel properties and related assets are recorded at cost, less accumulated depreciation. We capitalize hotel development costs and the costs of significant
additions and improvements that materially upgrade, increase the value or extend the useful life of the property. These costs may include hotel development,
refurbishment, renovation, and remodeling expenditures, as well as certain indirect internal costs related to construction projects. If an asset requires a period of
time in which to carry out the activities necessary to bring it to the condition necessary for its intended use, the interest cost incurred during that period as a result
of expenditures for the asset is capitalized as part of the cost of the asset. We expense the cost of repairs and maintenance as incurred.
We generally depreciate our hotel properties and related assets using the straight-line method over their estimated useful lives as follows:
Classification
Buildings and improvements
Furniture, fixtures and equipment
Estimated Useful Lives
6 to 40 years
2 to 15 years
We periodically re-evaluate asset lives based on current assessments of remaining utilization, which may result in changes in estimated useful lives. Such changes
are accounted for prospectively and will increase or decrease future depreciation expense.
When depreciable property and equipment is retired or disposed, the related costs and accumulated depreciation are removed from the balance sheet and any gain
or loss is reflected in current operations.
On a limited basis, we provide financing to developers of hotel properties for development projects. We evaluate these arrangements to determine if we participate
in residual profits of the hotel property through the loan provisions or other agreements. Where we conclude that these arrangements are more appropriately treated
as an investment in the hotel property, we reflect the loan as an Investment in Hotel Properties, net in our Consolidated Balance Sheets.
We monitor events and changes in circumstances for indicators that the carrying value of a hotel property or undeveloped land may be impaired. Additionally, we
perform at least annual reviews to monitor the factors that could trigger an impairment. Factors that we consider for an impairment analysis include, among others:
i) significant underperformance relative to historical or anticipated operating results, ii) significant changes in the manner of use of a property or the strategy of our
overall business, including changes in the estimated holding periods for hotel properties and land parcels, iii) a significant increase in competition, iv) a significant
adverse change in legal factors or regulations, v) changes in values of comparable land or hotel sales, and vi) significant negative industry or economic trends.
When such factors are identified, we prepare an estimate of the undiscounted future cash flows of the specific property and determine if the carrying amount of the
asset is recoverable. If the carrying amount of the asset is not recoverable, we estimate the fair value of the property based on discounted cash flows, third party
appraisals, or sales price if the property is under contract and an adjustment is made to reduce the carrying value of the property to its estimated fair value.
F-12
Intangible Assets
We amortize intangible assets with determined finite useful lives using the straight-line method. We do not amortize intangible assets with indefinite useful lives,
but we evaluate these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired.
Assets Held for Sale
We periodically review our hotel properties and our undeveloped land based on established criteria such as age, type of franchise, adverse economic and
competitive conditions, and strategic fit to identify properties that we believe are either non-strategic or no longer complement our business. Based on our review,
we periodically market properties for sale that no longer meet our investment criteria. We also periodically receive unsolicited external inquiries that result in the
sale of hotel properties.
We classify assets as Assets Held for Sale in the period in which certain criteria are met, including when the sale of the asset within one year is probable. Assets
classified as Assets Held for Sale are no longer depreciated and are carried at the lower of carrying amount or fair value less selling costs.
Variable Interest Entities
We consolidate variable interest entities (each a “VIE”) if we determine that we are the primary beneficiary of the entity. When evaluating the accounting for a
VIE, we consider the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in
those activities that significantly determine the entity’s economic performance relative to other economic interest holders. We determine our rights, if any, to
receive benefits or the obligation to absorb losses that could potentially be significant to the VIE by considering the economic interest in the entity, regardless of
form, which may include debt, equity, management and servicing fees, or other contractual arrangements. We consider other relevant factors including each
entity’s capital structure, contractual rights to earnings or obligations for losses, subordination of our interests relative to those of other investors, contingent
payments, and other contractual arrangements that may be economically significant.
Additionally, we have in the past and may in the future enter into purchase and sale transactions in accordance with Section 1031 of the Internal Revenue Code of
1986, as amended (“IRC”), for the exchange of like-kind property to defer taxable gains on the sale of real estate properties (“1031 Exchange”). For reverse
transactions under a 1031 Exchange in which we purchase a new property prior to selling the property to be matched in the like-kind exchange (we refer to a new
property being acquired by us in the 1031 Exchange prior to the sale of the related property as a “Parked Asset”), legal title to the Parked Asset is held by a
qualified intermediary engaged to execute the 1031 Exchange until the sale transaction and the 1031 Exchange is completed. We retain essentially all of the legal
and economic benefits and obligations related to a Parked Asset prior to completion of a 1031 Exchange. As such, a Parked Asset is included in our Consolidated
Balance Sheets and Consolidated Statements of Operations as a consolidated VIE until legal title is transferred to us upon completion of the 1031 Exchange.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At times, cash on deposit may exceed
the federally insured limit. We maintain our cash with high credit quality financial institutions.
Restricted Cash
Restricted cash consists of certain funds maintained in escrow for property taxes, insurance, and certain capital expenditures. Funds may be disbursed from the
account upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves.
F-13
Trade Receivables and Credit Policies
We grant credit to qualified customers, generally without collateral, in the form of trade accounts receivable. Trade receivables result from the rental of
hotel guestrooms and the sales of food, beverage, and banquet services and are payable under normal trade terms. Trade receivables also include credit and debit
card transactions that are in the process of being settled. Trade receivables are stated at the amount billed to the customer and do not accrue interest.
We regularly review the collectability of our trade receivables. A provision for losses is determined on the basis of previous loss experience and current economic
conditions. Our allowance for doubtful accounts was $0.2 million at December 31, 2019 and $0.1 million at December 31, 2018. Bad debt expense was $0.5
million, $0.6 million and $0.7 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which changed lessee accounting to reflect the financial liability and right-of-use assets
that are inherent to leasing an asset on the balance sheet. We adopted ASU No. 2016-02 on January 1, 2019. A lessee is also required to record a right-of-use asset
and a lease liability for all leases with a term of greater than 12 months regardless of their classification. In July 2018, the FASB issued ASU 2018-10, Codification
Improvements to Topic 842, Leases, to clarify how to apply certain aspects of ASC No. 842, Leases. In July 2018, the FASB also issued ASU 2018-11, Leases
(Topic 842): Targeted Improvements, to give companies another option for transition and to provide lessors with a practical expedient to reduce the cost and
complexity of implementing the new standard. The transition option allows companies to not apply the new lease standard in the comparative periods they present
in their financial statements in the year of adoption. The Company elected certain practical expedients allowed under the guidance and retained the original lease
classification and historical accounting for initial direct costs for leases existing prior to the adoption date. The Company also elected not to restate prior periods
for the effect of the adoption of the new standard. In accordance with ASU No. 2016-02, we reclassified certain existing lease-related assets and liabilities to Right-
of-use assets as of January 1, 2019. The adoption of ASU No. 2016-02 resulted in the recognition of incremental right-of-use assets and related lease liabilities of
$23.6 million on the Consolidated Balance Sheet as of January 1, 2019 (see "Note 7 - Leases").
Notes Receivables
We selectively provide mezzanine financing to developers, where we also have the opportunity to acquire the hotel at or after the completion of the development
project. Separately, we also may provide seller financing in connection with a hotel disposition under limited circumstances. We classify notes receivable as held-
to-maturity and carry the notes receivable at cost less the unamortized discount, if any. We routinely evaluate our notes receivable for potential credit or collection
issues that may indicate an impairment. Losses on notes receivable are recognized when incurred based on our best estimate of probable impairment.
Deferred Charges, net
Initial franchise fees are capitalized and amortized over the term of the franchise agreement using the straight-line method.
Deferred Financing Fees
Debt issuance costs are presented as a direct deduction from the carrying value of the debt liability on the Consolidated Balance Sheets. Debt issuance costs are
amortized as a component of interest expense over the term of the related debt using the straight-line method, which approximates the interest method.
Non-controlling Interests
Non-controlling interests represent the portion of equity in a consolidated entity held by owners other than the consolidating parent. Non-controlling interests are
reported in the Consolidated Balance Sheets within equity, separately from stockholders’ equity. Revenue, expenses and net income attributable to both the
Company and the non-controlling interests are reported in the Consolidated Statements of Operations.
Our Consolidated Financial Statements include non-controlling interests related to common units of limited partnership interests (“Common Units”) in the
Operating Partnership held by unaffiliated third parties and third-party ownership of a 49% interest in a consolidated joint venture (See "Note 9 - Equity - Non-
controlling Interest in Joint Venture" for further information).
F-14
Revenue Recognition
On January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers. In accordance with ASU No. 2014-09, revenues from the operation
of our hotels are recognized when guestrooms are occupied, services have been rendered or fees have been earned. Revenues are recorded net of any discounts and
sales and other taxes collected from customers. Revenues consist of room sales, food and beverage sales, and other hotel revenues and are presented on a
disaggregated basis on our Consolidated Statements of Operations.
Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or
more nights. Our performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are
recognized daily at the contracted room rate in effect for each room night.
Food and beverage revenues are generated when customers purchase food and beverage at a hotel's restaurant, bar or other facilities. Our performance obligations
are fulfilled at the time that food and beverage is purchased and provided to our customers.
Other revenues such as for parking, cancellation fees, meeting space or telephone services are recognized at the point in time or over the time period that the
associated good or service is provided. Ancillary services such as parking at certain hotels are provided by third parties and we assess whether we are the principal
or agent in such arrangements. If we are determined to be the agent, revenue is recognized based upon the commission paid to us by the third party for the services
rendered to our customers. If we are determined to be the principal, revenues are recognized based upon the gross contract price of the service provided. Certain of
our hotels have retail spaces, restaurants or other spaces that we lease to third parties. Lease revenues are recognized on a straight line basis over the respective
lease terms and are included in Other income on our Consolidated Statement of Operations.
Cash received prior to customer arrival is recorded as an advance deposit from the customer and is recognized as revenue at the time of occupancy.
Sales and Other Taxes
We have operations in states and municipalities that impose sales or other taxes on certain sales. We collect these taxes from our customers and remit the entire
amount to the various governmental units. The taxes collected and remitted are excluded from revenues and are included in accrued expenses until remitted.
Equity-Based Compensation
Our 2011 Equity Incentive Plan, which was amended and restated effective June 15, 2015 (as amended, the “Equity Plan”), provides for the grant of stock options,
stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other stock-based awards. We account for the stock options granted
upon completion of our initial public offering at fair value using the Black-Scholes option-pricing model and we account for all other awards of equity, including
time-based and performance-based stock awards using the grant date fair value of those equity awards. We have elected to account for forfeitures as they occur.
Restricted stock awards with performance-based vesting conditions are market-based awards tied to total stockholder return and are valued using a Monte Carlo
simulation model in accordance with ASC Topic 718, Compensation — Stock Compensation. We expense the fair value of awards under the Equity Plan ratably
over the vesting period and market-based awards are not adjusted for performance. The amount of stock-based compensation expense may be subject to adjustment
in future periods due to forfeitures or modification of previously granted awards.
Derivative Financial Instruments and Hedging
All derivative financial instruments are recorded at fair value in our Consolidated Balance Sheets. We use interest rate derivatives to hedge our risks on variable-
rate debt. Interest rate derivatives could include interest rate swaps, caps and collars. We assess the effectiveness of each hedging relationship by comparing
changes in fair value or cash flows of the derivative financial instrument with the changes in fair value or cash flows of the designated hedged item or
transaction. The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts in Other comprehensive income will be
reclassified to Interest expense in our Consolidated Statements of Operations in the period in which the hedged item affects earnings.
F-15
Income Taxes
We have elected to be taxed as a REIT under certain provisions of the IRC. To qualify as a REIT, we must meet certain organizational and operational
requirements, including a requirement to distribute annually to our stockholders at least 90% of our REIT taxable income, determined without regard to the
deduction for dividends paid and excluding net capital gains, which does not necessarily equal net income as calculated in accordance with GAAP. As a REIT, we
generally will not be subject to federal income tax (other than taxes paid by our TRSs at regular corporate income tax rates) to the extent we distribute 100% of our
REIT taxable income to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at
regular corporate income tax rates and generally will be unable to re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a
REIT, unless we satisfy certain relief provisions.
Substantially all of our assets are held by and all of our operations are conducted through our Operating Partnership. Partnerships are not subject to U.S. federal
income taxes as revenues and expenses pass through to and are taxed on the owners. Generally, the states and cities where partnerships operate follow the U.S.
federal income tax treatment. However, there are a limited number of local and state jurisdictions that tax the taxable income of the Operating Partnership.
Accordingly, we provide for income taxes in these jurisdictions for the Operating Partnership.
Taxable income related to our TRSs are subject to federal, state and local income taxes at applicable tax rates. Our consolidated income tax provision includes the
income tax provision related to the operations of the TRSs as well as state and local income taxes related to the Operating Partnership.
Where required, we account for federal and state income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for: i) the
future tax consequences attributable to differences between carrying amounts of existing assets and liabilities based on GAAP and the respective carrying amounts
for tax purposes, and ii) operating losses and tax-credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment date of the change in tax rates. However, deferred tax assets are recognized only to the
extent that it is more likely than not they will be realized based on consideration of available evidence, including future reversals of taxable temporary differences,
future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely
than not that some or all of the deferred tax assets will not be realized.
We perform a review of any uncertain tax positions and if necessary will record expected future tax consequences of uncertain tax positions in the financial
statements.
On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act (the “TCJA”), was enacted. The TCJA made many significant changes to the U.S.
federal income tax laws applicable to businesses and their owners, including REITs and their stockholders. Pursuant to this legislation, as of January 1, 2018,
(1) the federal income tax rate applicable to corporations was reduced to 21%, (2) the highest marginal individual income tax rate was reduced to 37% (through
taxable years ending in 2025), (3) the corporate alternative minimum tax was repealed, and (4) the backup withholding rate for U.S. stockholders was reduced to
24%. In addition, individuals, estates and trusts may deduct up to 20% of certain pass-through income, including ordinary REIT dividends that are not “capital gain
dividends” or “qualified dividend income,” subject to certain limitations. For taxpayers qualifying for the full deduction, the effective maximum tax rate on
ordinary REIT dividends would be 29.6% (through taxable years ending in 2025). The maximum rate of withholding with respect to our distributions to non-U.S.
stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests is also reduced from 35% to 21%. The deduction of
net interest expense is limited for all businesses; provided that certain businesses, including real estate businesses, may elect not to be subject to such limitations
and instead to depreciate their real property related assets over longer depreciable lives. The reduced corporate tax rate will apply to our TRSs and any other TRS
that we form.
F-16
Fair Value Measurement
Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1:
Level 2:
Level 3:
Observable inputs such as quoted prices in active markets.
Directly or indirectly observable inputs, other than quoted prices in active markets.
Unobservable inputs in which there is little or no market information, which require a reporting entity to develop its own assumptions.
Assets and liabilities measured at fair value are based on one or more of the following valuation techniques:
Market approach:
Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
Cost approach:
Income approach:
Amount required to replace the service capacity of an asset (replacement cost).
Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing,
and excess-earnings models).
Our estimates of fair value were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret
market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value
amounts. We classify assets and liabilities in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement.
We elected not to use the fair value option for cash and cash equivalents, restricted cash, trade receivables, prepaid expenses and other, debt, accounts payable, and
accrued expenses and other. With the exception of our fixed-rate debt (See “Note 6 — Debt”), the carrying amounts of these financial instruments approximate
their fair values due to their short-term nature or variable interest rates.
We have elected a measurement alternative for equity investments, such as our purchase options, that do not have readily determinable fair values. Under the
alternative, our purchase options are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions
for an identical or similar investment of the same issuer, if any.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain amounts reported in Food and beverage revenues, Other revenues, Food and beverage expenses, and Other hotel operating expenses in the Consolidated
Statements of Operations in previous periods and certain amounts reported in the Consolidated Statements of Cash Flows in previous periods have been
reclassified to conform to the current period presentation.
New Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,
which clarifies when an entity recognizes a credit loss on certain financial assets. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments - Credit
Losses: Targeted Transition Relief, which provides an option to irrevocably elect the fair value option in ASC No. 825-10, Financial Instruments - Overall, applied
on an instrument-by-instrument basis for eligible instruments, upon adoption of ASC No. 326, Financial Instruments - Credit Losses. ASU 2016-13 and ASU
2019-05 are both effective for our fiscal year commencing on January 1, 2020, with early adoption
F-17
permitted. The adoption of ASU No. 2016-13 or ASU No. 2019-05 did not have a material effect on our consolidated financial position or results of operations.
In August 2018, the FASB issued ASU No. 2018-15, Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation
Costs Incurred in a Cloud Computing Arrangement, which clarifies how an entity should account for fees paid in a cloud computing arrangement. ASU 2018-15 is
effective for our fiscal year commencing on January 1, 2020, with early adoption permitted. During fiscal 2019, we elected to early adopt ASU No. 2018-15. The
adoption of ASU No. 2018-15 did not have a material effect on our consolidated financial position or results of operations.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify
various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and
amends existing guidance to improve consistent application. ASU No. 2019-12 is effective for our fiscal year commencing on January 1, 2021, with early adoption
permitted. The adoption of ASU No. 2019-12 will not have a material effect on our consolidated financial position or results of operations.
NOTE 3 –– INVESTMENT IN HOTEL PROPERTIES
Investment in Hotel Properties, net
Investment in hotel properties, net at December 31, 2019 and 2018 include (in thousands):
Land
Hotel buildings and improvements
Furniture, fixtures and equipment
Construction in progress
Intangible assets
Real estate development loan
Less - accumulated depreciation
2019
2018
$
$
319,603 $
2,049,384
173,128
9,388
11,231
5,485
2,568,219
(383,987)
2,184,232 $
288,833
1,916,194
165,026
21,059
22,064
—
2,413,176
(347,622)
2,065,554
During the year ended December 31, 2019, we provided a mezzanine loan to fund up to $28.9 million for a mixed-use development project that includes a hotel
property, retail space, and parking. We have classified the mezzanine loan as Investment in hotel properties, net in our Consolidated Balance Sheets at
December 31, 2019 (See "Note 4 - Investment in Real Estate Loans" for further information).
Depreciation expense was $99.0 million, $100.5 million, and $85.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.
F-18
Intangible assets included in Investment in hotel properties, net in our Consolidated Balance Sheets include the following (in thousands):
Intangible assets:
Air rights (1)
Favorable leases (2)
In-place lease agreements
Other
Less - accumulated amortization
Intangible assets, net
Weighted Average
Amortization Period
(in Years)
2019
2018
n/a $
10,754 $
n/a
2.0
n/a
$
—
397
80
11,231
(224)
11,007 $
10,754
10,550
680
80
22,064
(1,108)
20,956
(1)
(2)
In conjunction with the acquisition of the Courtyard by Marriott - Charlotte, NC, the Company acquired certain air rights related to the hotel property.
In accordance with ASU No. 2016-02, Leases (Topic 842), we reclassified certain existing lease-related intangible assets to Right-of-use assets as of January 1, 2019 (See "Note 7 -
Leases" for further information).
Future amortization expense is expected to be as follows (in thousands):
2020
2021
Finite-Lived Intangible
Assets
$
$
87
86
173
Hotel Property Acquisitions
Hotel property acquisitions in 2019 and 2018 were as follows (in thousands):
Date Acquired
Year Ended December 31, 2019
Franchise/Brand
Location
Guestrooms
Purchase
Price
August 6, 2019
October 8, 2019
Hampton Inn & Suites
Portfolio Purchase - four properties(1)
Silverthorne, CO
various(1)
Year Ended December 31, 2018
September 12, 2018
Residence Inn by Marriott
Boston (Watertown), MA
88 $
25,500
710
249,000
798 $ 274,500 (2)
150 $
71,000
150 $
71,000 (3)
(1) On October 8, 2019, we acquired a portfolio of four hotels for an aggregate purchase price of $249.0 million. The hotels acquired included the Hilton Garden Inn - San Francisco, CA, the
Hilton Garden Inn - San Jose (Milpitas), CA, the Residence Inn by Marriott - Portland (Downtown), OR, and the Residence Inn by Marriott - Portland (Hillsboro), OR.
(2) The net assets acquired in 2019 were purchased for $274.5 million plus the purchase of adjacent land parcels totaling $2.4 million, $1.0 million of net working capital assets and capitalized
transaction costs of $0.4 million. We own a 51% controlling interest in these hotel properties through a consolidated joint venture.
(3) The net assets acquired in 2018 were purchased for $71.0 million plus the purchase at settlement of $0.1 million of net working capital liabilities and capitalized transaction costs of $0.1
million.
F-19
The allocation of the aggregate purchase prices to the fair value of assets and liabilities acquired for the above acquisitions is as follows (in thousands):
Land
Hotel buildings and improvements
Furniture, fixtures and equipment
Other assets
Total assets acquired
Less other liabilities
Net assets acquired (1) (2)
2019
2018
$
44,868 $
219,410
12,995
1,103
278,376
(79)
$
278,297 $
25,083
42,676
3,300
123
71,182
(180)
71,002
(1) The net assets acquired in 2019 were purchased for $274.5 million plus the purchase of adjacent land parcels totaling $2.4 million, $1.0 million of net working capital assets and capitalized
transaction costs of $0.4 million.
(2) The net assets acquired in 2018 were purchased for $71.0 million plus the purchase at settlement of $0.1 million of net working capital liabilities and capitalized transaction costs of $0.1
million.
All hotel purchases completed in 2019 and 2018 were deemed to be the acquisition of assets. Therefore, acquisition costs related to these transactions have been
capitalized as part of the recorded amount of the acquired assets.
On January 31, 2019, we exercised our option pursuant to a ground lease agreement to purchase the land upon which our Residence Inn by Marriott in Baltimore
(Hunt Valley), MD is located for $4.2 million, which resulted in a termination of obligations under the ground lease. As a result, this hotel property is no longer
subject to a ground lease.
On December 4, 2019, we exercised our right to acquire a fee simple interest in the land upon which our Hyatt Place in Garden City, NY is located for nominal
consideration. As a result, the hotel is no longer subject to a PILOT (payment in lieu of taxes) lease with the Town of Hempstead Industrial Development
Authority.
F-20
The results of operations of acquired hotel properties are included in the Consolidated Statements of Operations beginning on their respective acquisition dates.
The following unaudited pro forma information includes operating results for 72 hotels owned as of December 31, 2019 as if all such hotels had been owned by us
since January 1, 2018. For hotels acquired by us after January 1, 2018 (the "Acquired Hotels"), we have included in the unaudited pro forma information the
financial results of each of the Acquired Hotels for the period from January 1, 2018 to the date the Acquired Hotels were purchased by us (the "Pre-Acquisition
Period"). The financial results for the Pre-Acquisition Period were provided by the third-party owner of such Acquired Hotel prior to purchase by us and such
information has not been audited or reviewed by our auditors or adjusted by us. For hotels sold by us between January 1, 2018 and December 31, 2019 (the
"Disposed Hotels"), the unaudited pro forma information excludes the financial results, including gains on disposal of assets, of each of the Disposed Hotels for the
period of ownership by us from January 1, 2018 through the date that the Disposed Hotels were sold by us. The unaudited pro forma information is included to
enable comparison of results for the current reporting period to results for the comparable period of the prior year and is not indicative of what actual results of
operations would have been had the hotel acquisitions and dispositions taken place on or before January 1, 2018. The unaudited pro forma amounts exclude the
gain or loss on the sale of hotel properties during the years ended December 31, 2018 and 2019. This information does not purport to be indicative of or represent
results of operations for future periods.
The unaudited condensed pro forma financial information for the 72 hotel properties owned at December 31, 2019 for the twelve months ended December 31, 2019
and 2018 is as follows (in thousands, except per share):
Revenues
Income from hotel operations
Net income (1)
Net income attributable to common stockholders, net of amount
allocated to participating securities and non-controlling interests (1) (2)
Basic and diluted net income per share attributable to common
stockholders (1) (2)
2019
2018
572,262 $
215,372 $
57,909 $
562,097
215,931
71,478
33,671 $
38,803
0.32 $
0.37
$
$
$
$
$
(1) Unaudited pro forma amounts include depreciation expense, property tax expense, interest expense, income tax expense, and corporate general and administrative expenses totaling $197.1
million and $181.9 million for the twelve months ended December 31, 2019 and 2018, respectively.
(2) Unaudited pro forma amounts for the twelve months ended December 31, 2018 include the effect of the premium on redemption of preferred stock of $3.3 million and higher preferred
dividends of $1.8 million related to the redeemed preferred stock.
Developed Properties
We completed the development and commenced operations of the 168-guestroom Hyatt House Across From Orlando Universal Resort™ on June 27, 2018. The
total construction cost for this hotel was $32.8 million, excluding land that we acquired in a prior-year transaction. The carrying amount for this hotel includes
internal capitalized costs of $1.6 million. Total costs of $37.2 million, including the carrying amount of the land, were reclassified as Investment in hotel
properties, net upon completion.
F-21
Asset Sales
A summary of the dispositions in 2019 and 2018 follows (dollars in thousands):
Disposition Date
Franchise/Brand
Location
Guestrooms Gross Sales Price
Aggregate
Gain, net
Year Ended December
31, 2019
February 12, 2019
April 17, 2019
November 8, 2019
Total
Year Ended December
31, 2018
June 29, 2018
June 29, 2018
July 24, 2018
September 28, 2018
November 7, 2018
Total
Portfolio Sale - two properties(1)
Portfolio Sale - six properties (2)
Portfolio Sale - two properties (3)
Charleston, WV (1)
various (2)
Birmingham, AL (3)
Portfolio Sale - two properties(4)
Portfolio Sale - two properties (5)
Portfolio Sale - three properties (6)
Hyatt Place
Land parcel
various (4)
Duluth, GA (5)
various (6)
Fort Myers, FL
Spokane, WA
130 $
815
225
1,170 $
175 $
265
322
148
n/a
910 $
11,600 $
135,000
21,800
168,400 $
18,950 $
24,850
46,500
16,500
450
107,250 $
4,163
36,626
4,857
45,646
13,133
4,218
22,964
2,195
139
42,649
(1) The portfolio included the Country Inn & Suites and the Holiday Inn Express in Charleston, WV.
(2) The portfolio included the SpringHill Suites in Minneapolis (Bloomington), MN, the Hampton Inn & Suites in Minneapolis (Bloomington), MN, the Residence Inn in Salt Lake City, UT, the Hyatt Place in Dallas (Arlington), TX,
the Hampton Inn in Santa Barbara (Goleta), CA, and the Hampton Inn in Boston (Norwood), MA. The sale resulted in a net gain of $36.6 million based on a gross aggregate sales price of $135.0 million, or a net aggregate sales
price of $133.0 million after a buyer credit of $2.0 million.
The portfolio included the Hilton Garden Inn in Birmingham (Lakeshore), AL and the Hilton Garden Inn in Birmingham (Liberty Park), AL.
(3)
(4) The portfolio included the Hampton Inn in Provo, UT and the Holiday Inn Express & Suites in Sandy, UT.
(5) The portfolio included the Holiday Inn in Duluth, GA and the Hilton Garden Inn in Duluth, GA. We provided seller financing of $3.6 million on the sale of these properties under two three-and-a-half-year second mortgage notes
(6)
with a blended interest rate of 7.38%.
The portfolio included the Hampton Inn & Suites in Smyrna, TN, the Hilton Garden Inn in Smyrna, TN and the Hyatt Place Phoenix North in Phoenix, AZ. The proceeds from these sales were used to complete a 1031 Exchange,
which resulted in the deferral of taxable gains of $22.2 million.
Loss on Impairment of Assets
During the year ended December 31, 2019, the Company recorded an impairment charge of $1.7 million for the Hyatt Place - Chicago (Hoffman Estates) to reduce
the net carrying amount of the property to its estimated net fair market value of $5.9 million, which was determined by a third-party independent appraisal.
During the year ended December 31, 2019, the Company also recorded impairment charges on two land parcels to reduce the net carrying amounts of the
properties to their estimated fair market values based on third-party independent appraisals and a purchase contract for the sale of one of the land parcels that is
expected to be completed in 2020. In 2018, we recorded impairment charges on two land parcels to reduce the net carrying amounts of the properties to their
estimated fair market values based on third-party independent appraisals.
NOTE 4 — INVESTMENT IN REAL ESTATE LOANS
Investment in real estate loans, net at December 31, 2019 and 2018 is as follows (in thousands):
Real estate loans
Unamortized discount
2019
2018
$
$
32,831 $
(1,895)
30,936 $
34,650
(3,950)
30,700
The amortized cost bases of our Investment in real estate loans approximate their fair value. The amortized cost bases and the contractual maturities of our
Investment in real estate loans outstanding at December 31, 2019 are $28.9 million in 2020 and $2.0 million in 2021.
F-22
Real Estate Development Loans
We provided mezzanine loans on three real estate development projects to fund up to an aggregate of $29.6 million for the development of three hotel properties.
The three real estate development loans closed in the fourth quarter of 2017 and each has a stated interest rate of 8% and an initial term of approximately three
years. Interest income on the mezzanine loans will be recorded in our Consolidated Statement of Operations as it is earned. As of December 31, 2019, we have
funded the full amount of $29.6 million. We have separate options related to each loan (each the "Initial Option") to purchase a 90% interest in each joint venture
that owns the respective hotel upon completion of construction. The Initial Options are exercisable while the related real estate development loan is outstanding.
We also have the right to purchase the remaining interests in each joint venture at future dates, generally five years after we exercise our Initial Option. We have
recorded the aggregate estimated fair value of the Initial Options totaling $6.1 million in Other assets and as a discount to the related real estate loans. The discount
will be amortized as a component of non-cash interest income over the initial term of the real estate loans using the straight-line method, which approximates the
interest method. We recorded amortization of the discount of $2.1 million and $2.0 million during the years ended December 31, 2019 and 2018, respectively. We
intend to hold our Investment in Real Estate Loans to maturity and therefore, such loans are recorded as held-to-maturity.
During the year ended December 31, 2019, we provided a mezzanine loan to fund up to $28.9 million for a mixed-use development project that includes a hotel
property, retail space, and parking. The loan closed in the third quarter of 2019 and has a stated interest rate of 9% and an initial term of 30 months. The loan is
secured by a second mortgage on the development project and a pledge of the equity in the project owner. As of December 31, 2019, we have funded $7.9 million
of the loan commitment. Upon completion of construction, we have an option to purchase a 90% interest in the hotel (the “Initial Purchase Option”). We also have
the right to purchase the remaining interest in the hotel five years after the completion of construction. We have issued a $10.0 million letter of credit under our
senior unsecured credit facility to secure the exercise of the Initial Purchase Option. As such, we have classified the loan as Investment in hotel properties, net on
our Consolidated Balance Sheets at December 31, 2019. Interest income on the mezzanine loan will be recorded in our Consolidated Statement of Operations as it
is earned. We have recorded the aggregate estimated fair value of the Initial Purchase Option totaling $2.8 million in Other assets and as a contra-asset to
Investment in hotel properties, net. The contra-asset will be amortized as a component of non-cash interest income over the term of the real estate development
loan using the straight-line method, which approximates the interest method. During the year ended December 31, 2019, we amortized $0.4 million as non-cash
interest income.
Seller-Financing Loans
On June 29, 2018, we sold the Holiday Inn in Duluth, GA and the Hilton Garden Inn in Duluth, GA for an aggregate selling price of $24.9 million. We provided
seller financing totaling $3.6 million on the sale of these properties under two, 3.5 year second mortgage notes with a blended interest rate of 7.38%. As of
December 31, 2019, there was $2.5 million outstanding on the seller-financing loans.
NOTE 5 — SUPPLEMENTAL BALANCE SHEET INFORMATION
Assets Held for Sale, net
Assets held for sale at December 31, 2019 and 2018 include the following (in thousands):
Land
Hotel building and improvements
Furniture, fixtures and equipment
Franchise fees
Less - accumulated depreciation and amortization
$
$
2019
2018
425 $
—
—
—
425
—
425 $
2,442
7,929
2,519
131
13,021
(5,388)
7,633
Assets held for sale at December 31, 2019 included a land parcel in Flagstaff, AZ, which is currently under contract for sale. Assets held for sale at December 31,
2018 included a land parcel in Flagstaff, AZ and two hotels that were sold on February 12, 2019.
F-23
During the year ended December 31, 2019, we recognized a loss on impairment of assets of $0.1 million to reduce the carrying value of the land parcel in Flagstaff,
AZ to its estimated net sales price based on a pending sales contract that is expected to close in 2020.
Restricted Cash
Restricted cash at December 31, 2019 and 2018 was as follows (in thousands):
FF&E reserves
Property taxes
Other
Prepaid Expenses and Other
2019
2018
$
$
25,664 $
1,728
203
27,595 $
Prepaid expenses and other at December 31, 2019 and 2018 included the following (in thousands):
Prepaid insurance
Prepaid taxes
Other
Deferred Charges
2019
2018
$
$
3,501 $
2,032
3,311
8,844 $
24,386
1,625
2,457
28,468
2,822
3,825
3,464
10,111
Deferred charges at December 31, 2019 and 2018 were as follows (in thousands):
Initial franchise fees
Less - accumulated amortization
2019
2018
$
$
6,615 $
(1,906)
4,709 $
6,463
(1,772)
4,691
Amortization expense for the years ended December 31, 2019, 2018, and 2017 was $0.4 million, $0.5 million and $0.4 million, respectively.
Other Assets
Other assets at December 31, 2019 and 2018 included the following (in thousands):
Purchase options related to real estate loans
$
Deferred tax asset, net
Other
Prepaid land lease
Derivative financial instruments
2019
2018
8,920 $
2,138
981
—
—
$
12,039 $
6,120
2,046
—
3,180
3,461
14,807
In accordance with ASU No. 2016-02, Leases (Topic 842), we reclassified certain prepaid land lease assets to Right-of-use assets as of January 1, 2019 (See "Note
7 - Leases" for further information).
F-24
Accrued Expenses and Other
Accrued expenses and other at December 31, 2019 and 2018 included the following (in thousands):
Accrued property, sales and income taxes
$
21,392 $
2019
2018
Derivative financial instruments
Other accrued expenses at hotels
Accrued salaries and benefits
Other
Accrued interest
Acquired unfavorable leases
16,177
13,274
11,625
8,209
1,082
—
$
71,759 $
19,570
5,042
13,288
10,540
9,801
3,186
4,623
66,050
In accordance with ASU No. 2016-02, Leases (Topic 842), we reclassified certain acquired unfavorable lease liabilities to Right-of-use assets as of January 1, 2019
(See "Note 7 - Leases" for further information).
NOTE 6 –– DEBT
At December 31, 2019, our indebtedness is comprised of borrowings under the 2018 Unsecured Credit Facility (as defined below), the 2018 Term Loan (as defined
below), the 2017 Term Loan (as defined below), the Joint Venture Credit Facility (as defined below), and indebtedness secured by first priority mortgage liens on
various hotel properties. At December 31, 2018, our indebtedness is comprised of borrowings under the 2018 Unsecured Credit Facility (as defined below), the
2018 Term Loan (as defined below), the 2017 Term Loan (as defined below), and indebtedness secured by first priority mortgage liens on various hotel properties.
The weighted average interest rate, after giving affect to our interest rate derivatives, for all borrowings was 3.95% and 4.27% at December 31, 2019 and 2018,
respectively.
$600 Million Senior Unsecured Credit and Term Loan Facility
On December 6, 2018, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary
guarantor, entered into a $600.0 million senior unsecured facility (the “2018 Unsecured Credit Facility”) with Deutsche Bank AG New York Branch as
administrative agent, and a syndicate of lenders. The 2018 Unsecured Credit Facility is comprised of a $400.0 million revolving credit facility (the “$400 Million
Revolver”) and a $200.0 million term loan (the “$200 Million Term Loan”). At December 31, 2019, the maximum amount of borrowing provided by the 2018
Unsecured Credit Facility was $600.0 million, of which we had $275.0 million borrowed and $315.0 million available to borrow.
The 2018 Unsecured Credit Facility has an accordion feature which will allow the Company to increase the total commitments by an aggregate of up to $300.0
million. The $400 Million Revolver will mature on March 31, 2023 and can be extended to March 31, 2024 at the Company’s option, subject to certain conditions.
The $200 Million Term Loan will mature on April 1, 2024.
The interest rate on the 2018 Unsecured Credit Facility is based on a pricing grid ranging from 135 basis points to 210 basis points plus LIBOR for the $200
Million Term Loan and 140 basis points to 215 basis points plus LIBOR for the $400 Million Revolver, depending upon the Company's leverage ratio. The interest
rate at December 31, 2019 for the $200 Million Term Loan was 3.36%.
Financial and Other Covenants. We are required to comply with various financial and other covenants to draw and maintain borrowings under the 2018
Unsecured Credit Facility. At December 31, 2019, we were in compliance with all financial covenants.
Unencumbered Assets. The 2018 Unsecured Credit Facility is unsecured. However, borrowings under the 2018 Unsecured Credit Facility are limited by the value
of hotel assets that qualify as unencumbered assets. At December 31, 2019, the Company had 52 unencumbered hotel properties (the "Unencumbered Properties")
supporting the 2018 Unsecured Credit Facility.
F-25
Unsecured Term Loans
2018 Term Loan
On February 15, 2018, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a
subsidiary guarantor, entered into a new $225.0 million unsecured term loan (the “2018 Term Loan”) with KeyBank National Association, as administrative agent,
and a syndicate of lenders listed in the loan documentation. The 2018 Term Loan has an accordion feature that allows us to increase the total commitments
by $150.0 million prior to the maturity date of February 14, 2025, subject to certain conditions. At closing, we drew $140.0 million of the $225.0 million available
under the 2018 Term Loan and used the proceeds to pay off and replace a term loan entered into in 2015. On May 16, 2018, we drew the remaining $85.0
million available under the 2018 Term Loan and used the proceeds to pay down our former $300 million revolving credit facility.
We pay interest on advances at varying rates, based upon, at our option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a LIBOR margin between 1.80% and 2.55%,
depending upon our leverage ratio (as defined in the loan documents), or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate,
the federal funds rate plus 0.50%, and 1-month LIBOR plus 1.00%, plus a base rate margin between 0.80% and 1.55%, depending upon our leverage ratio. We are
required to pay other fees, including customary arrangement and administrative fees. The interest rate at December 31, 2019 was 3.66%.
On February 18, 2020, the Company repriced the $225 million 2018 Term Loan, lowering the interest rate to 150 basis points plus LIBOR based on the Company’s
current leverage based pricing level, which represents a reduction of 40 basis points compared to the prior rate of 190 basis points plus LIBOR. All other material
provisions of the loan remain unchanged, including the maturity date of the loan which remains February 14, 2025. The Company expects to realize approximately
$0.9 million of annual interest expense savings as a result of the transaction through the remaining term of the loan.
Financial and Other Covenants. We are required to comply with various financial and other covenants to draw and maintain borrowings under the 2018 Term
Loan. At December 31, 2019, we were in compliance with all financial covenants.
Unencumbered Assets. The 2018 Term Loan is unsecured. However, borrowings under the term loan are limited by the value of the assets that qualify as
unencumbered assets. At December 31, 2019, the Unencumbered Properties also supported the 2018 Term Loan.
2017 Term Loan
On September 26, 2017, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a
subsidiary guarantor, entered into a $225.0 million unsecured term loan (the "2017 Term Loan") with KeyBank National Association, as administrative agent, and
a syndicate of lenders listed in the loan documentation.
The 2017 Term Loan has an accordion feature which allows us to increase the total commitments by an aggregate of $175.0 million prior to the maturity date,
subject to certain conditions. The 2017 Term Loan matures on November 25, 2022.
We pay interest on advances at varying rates, based upon, at our option, either (i) 1, 2, 3, or 6-month LIBOR, plus a LIBOR margin between 1.45% and 2.20%,
depending upon our leverage ratio (as defined in the loan documents), or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate,
the federal funds rate plus 0.50%, and 1-month LIBOR plus 1.00%, plus a base rate margin between 0.45% and 1.20%, depending upon our leverage ratio. We are
required to pay other fees, including customary arrangement and administrative fees.
Financial and Other Covenants. In addition, we are required to comply with various financial and other covenants in order to borrow and maintain borrowings
under the 2017 Term Loan. At December 31, 2019 we are in compliance with all financial covenants.
Unencumbered Assets. The 2017 Term Loan is unsecured. However, borrowings under the term loan are limited by the value of hotel assets that qualify as
unencumbered assets. As of December 31, 2019, the Unencumbered Properties also supported the 2017 Term Loan.
The 2017 Term Loan gave us the option to delay draws of the principal amount of the term loan. On September 26, 2017, we drew $125.0 million of the $225.0
million available under the 2017 Term Loan and used the proceeds to pay down the principal
F-26
balance of our former $300 million revolving credit facility. On December 11, 2017, we drew the remaining $100.0 million of the $225.0 million available under
the 2017 Term Loan and used the proceeds to pay down the principal balance of our former $300 million revolving credit facility. The interest rate
at December 31, 2019 was 3.36%.
Joint Venture Credit Facility
On October 8, 2019, Summit JV MR 1, LLC (the “Borrower”), as borrower, Summit Hospitality JV, LP (the “Parent”), as parent, and each party executing the
credit facility documentation as a subsidiary guarantor, entered into a $200 million credit facility (the “Joint Venture Credit Facility”) with Bank of America, N.A.,
as administrative agent and sole initial lender, and BofA Securities, Inc., as sole lead arranger and sole bookrunner.
The Operating Partnership and the Company are not borrowers or guarantors of the Joint Venture Credit Facility. The Joint Venture Credit Facility is guaranteed
by all of the Borrower’s existing and future subsidiaries, subject to certain exceptions.
The Joint Venture Credit Facility is comprised of a $125 million revolving credit facility (the “$125 Million Revolver”) and a $75 million term loan (the “$75
Million Term Loan”). The Joint Venture Credit Facility has an accordion feature which will allow us to increase the total commitments by up to $300 million, for
aggregate potential borrowings of up to $500 million on the Joint Venture Credit Facility.
The $125 Million Revolver and the $75 Million Term Loan will mature on October 8, 2023. Each individually can be extended for a single twelve-month period at
the Joint Venture's option, subject to certain conditions.
Interest is paid on revolving credit advances at varying rates based upon, at the Borrower's option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a margin of 2.15%
for Eurodollar rate advances, or (ii) LIBOR, plus a margin of 2.15% for LIBOR floating rate advances, or (iii) the applicable base rate, which is the greatest of the
administrative agent’s prime rate, the federal funds rate plus 0.50%, and 1-month LIBOR plus 1.00%, plus a base rate margin of 1.15%. The applicable margin for
a term loan advance shall be five basis points less than revolving credit advances referenced above.
Borrowing Base Assets. The Joint Venture Credit Facility is secured primarily by a first priority pledge of the Borrower's equity interests in the subsidiaries that
hold the borrowing base assets, and the related TRS entities, which wholly own the TRS lessees that lease each of the borrowing base assets.
Financial and Other Covenants. In addition, the Borrower is required to comply with a series of financial and other covenants in order to borrow under the Joint
Venture Credit Facility.
MetaBank Loan
On June 30, 2017, we entered into a $47.6 million secured, non-recourse loan with MetaBank (the "MetaBank Loan"). During the year ended December 31, 2017,
we borrowed $47.6 million on the MetaBank Loan and used the proceeds to pay down the principal balance of our former $300 million revolving credit facility.
The MetaBank Loan provides for a fixed interest rate of 4.44% and originally provided for interest only payments for 18 months following the closing date. On
January 31, 2019, we entered into a modification agreement, at no additional cost, that increased the interest-only period from 18 months to 24 months following
the closing date. Beginning August 1, 2019, the loan amortizes over 25 years through the maturity date of July 1, 2027. The MetaBank Loan is secured by three
hotels and is subject to a prepayment penalty if prepaid prior to April 1, 2027.
F-27
At December 31, 2019 and 2018 our outstanding indebtedness was as follows (in thousands):
Lender
$600 Million Senior Unsecured Credit and Term Loan
Facility (1)
Deutsche Bank AG New York Branch
$400 Million Revolver
$200 Million Term Loan
Total Senior Unsecured Credit and Term Loan Facility
Joint Venture Credit Facility (2)
Bank of America, N.A.
$125 Million Revolver
$75 Million Term Loan
Total Joint Venture Credit Facility
Unsecured Term Loan (1)
Term Loan (KeyBank National Association, as
Administrative Agent)
Term Loan (KeyBank National Association, as
Administrative Agent)
Secured Mortgage Indebtedness
KeyBank National Association
MetaBank
Bank of Cascades
Compass Bank
U.S. Bank, NA
Total Mortgage Loans
Total Debt
Unamortized debt issuance costs
Debt, net of issuance costs
Reference
Interest
Rate
Amortization Period
(Years)
Maturity Date
12/31/2019
2019
2018
Number of
Properties
Encumbered
Balance at
December 31,
3.41% Variable
3.36% Variable
3.91% Variable
3.86% Variable
3.36% Variable
3.66% Variable
4.46% Fixed
4.52% Fixed
4.30% Fixed
4.95% Fixed
4.44% Fixed
3.76% Variable
4.30% Fixed
n/a
n/a
(3)
(4)
(5)
(6)
(7)
(8)
(8)
(9)
(10)
n/a
n/a
n/a
n/a
n/a
n/a
30
30
30
30
25
25
25
25
25
March 31, 2023
April 1, 2024
October 8, 2023
October 8, 2023
November 25, 2022
February 14, 2025
February 1, 2023
April 1, 2023
April 1, 2023
August 1, 2023
July 1, 2027
December 19, 2024
December 19, 2024
May 6, 2020
November 11, 2021
n/a
n/a
n/a
n/a
n/a
n/a
3
3
3
2
3
1
—
—
—
15
$
75,000
$
200,000
275,000
65,000
75,000
140,000
115,000
200,000
315,000
—
—
—
225,000
225,000
225,000
225,000
19,510
19,992
19,323
34,695
47,226
8,490
8,490
—
—
157,726
1,022,726
(6,563)
$
1,016,163
$
26,357
20,444
19,777
35,411
47,640
8,757
8,757
22,151
10,717
200,011
965,011
(6,299)
958,712
(1) The $600 million Senior Secured Credit and Term Loan Facility and Unsecured Term Loans are supported by a borrowing base of 52 unencumbered hotel properties.
(2) The Joint Venture Credit Facility is secured by pledges of the equity in the entities (and affiliated entities) that own the hotels.
(3) On January 25, 2013, we closed on a $29.4 million loan with a fixed rate of 4.46% and a maturity of February 1, 2023. This loan is secured by three of the Hyatt Place hotels we acquired in
October 2012. These hotels are located in Chicago (Lombard), IL; Denver (Lone Tree), CO; and Denver (Englewood), CO. This loan is subject to defeasance costs if prepaid. On March 19,
2019, we defeased $6.3 million of the principal balance to have the encumbrance released on one property, the Hyatt Place in Arlington, TX, to facilitate the sale of the property. As a result of
this transaction, we recorded debt transaction costs of $0.6 million primarily related to the debt defeasance premium.
(4) On March 7, 2013, we closed on a $22.7 million loan with a fixed rate of 4.52% and a maturity of April 1, 2023. This loan is secured by three of the Hyatt hotels we acquired in
October 2012. These hotels include a Hyatt House in Denver (Englewood), CO and Hyatt Place hotels in Baltimore (Owings Mills), MD and Scottsdale, AZ. This loan is subject to defeasance
if prepaid.
(5) On March 8, 2013, we closed on a $22.0 million loan with a fixed rate of 4.30% and a maturity of April 1, 2023. This loan is secured by the three Hyatt Place hotels we acquired in
January 2013. These hotels are located in Chicago (Hoffman Estates), IL; Orlando (Convention), FL; and Orlando (Universal), FL. This loan is subject to defeasance if prepaid.
(6) On July 22, 2013, we closed on a $38.7 million loan with a fixed rate of 4.95% and a maturity of August 1, 2023. This loan is secured by two Marriott hotels we acquired in May 2013.
These hotels include a Fairfield Inn & Suites and SpringHill Suites in Louisville, KY. This loan is subject to defeasance if prepaid.
(7) On June 30, 2017, we entered into the MetaBank Loan. The MetaBank Loan is secured by the Hampton Inn & Suites in Minneapolis, MN, the Four Points by Sheraton Hotel & Suites in
South San Francisco, CA, and the Hyatt Place in Mesa, AZ. The MetaBank Loan is subject to a prepayment penalty if prepaid prior to April 1, 2027.
F-28
(8) On December 19, 2014, we refinanced our loan with Bank of the Cascades and increased the amount financed by $7.9 million. As part of the refinance the loan was split into two notes.
Note A carries a variable interest rate of 30-day LIBOR plus 200 basis points and Note B carries a fixed interest rate of 4.3%. Both notes have amortization periods of 25 years and maturity
dates of December 19, 2024. The Bank of Cascades mortgage loan is comprised of two promissory notes that are secured by the same collateral and cross-defaulted.
(9) On April 24, 2019, we repaid a mortgage loan with Compass Bank totaling $21.9 million that was secured by three hotel properties. There was no prepayment penalty associated with the
repayment of this loan. After the repayment of this loan, the three hotels were added to the Company's Unencumbered Properties.
(10) On April 11, 2019, we repaid a $10.6 million mortgage loan with U.S. Bank to release the encumbrance on the Hampton Inn in Goleta, CA to facilitate the sale of the property. As a result
of this transaction, we incurred debt transaction costs of $1.0 million.
Our outstanding indebtedness requires us to comply with various financial and other covenants. We are currently in compliance with all covenants.
Our total fixed-rate and variable-rate debt at December 31, 2019 and 2018, after giving effect to our interest rate derivatives, is as follows (in thousands):
2019
Percentage
2018
Percentage
Fixed-rate debt
Variable-rate debt
$
$
549,236
473,490
1,022,726
54% $
46%
$
569,103
395,908
965,011
59%
41%
Contractual principal payments for each of the next five years are as follows (in thousands):
2020
2021
2022
2023
2024
Thereafter
$
3,742
3,912
229,072
303,434
216,105
266,461
$
1,022,726
Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands):
Fixed-rate debt
$
149,236 $
151,268 $
169,103 $
166,256 Level 2 - Market approach
2019
2018
Carrying
Value
Fair Value
Carrying
Value
Fair Value
Valuation Technique
At December 31, 2019 and 2018, we had $400.0 million of debt with variable interest rates that had been converted to fixed interest rates through derivative
financial instruments which are carried at fair value. Differences between carrying value and fair value of our fixed-rate debt are primarily due to changes in
interest rates. Inherently, fixed-rate debt is subject to fluctuations in fair value as a result of changes in the current market rate of interest on the valuation date. For
additional information on our use of derivatives as interest rate hedges, refer to “Note 8 –– Derivative Financial Instruments and Hedging.”
NOTE 7 –– LEASES
The Company has operating leases related to the land under certain hotel properties, conference centers, parking spaces, automobiles, our corporate office and
other miscellaneous office equipment. These leases have remaining terms of 1 year to 79 years, some of which include options to extend the leases for additional
years. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term
of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.
Certain of our lease agreements include rental payments based on a percentage of revenue over contractual levels and others include rental payments adjusted
periodically for inflation. Our lease agreements do not contain any material residual value guarantees or restrictive covenants that materially affect our business.
We rent or sublease certain real estate to third parties. In
F-29
2019, 2018, and 2017, we recorded gross third party tenant income of $2.2 million, $1.7 million, and $1.4 million, respectively, which were recorded in Other
income in the Consolidated Statements of Operations.
On January 1, 2019, the Company adopted ASC No. 842, Leases, and recognized right-of-use lease assets and related liabilities. The right-of-use assets and related
liabilities include renewal options reasonably certain to be exercised. We base our lease calculations on our estimated incremental borrowing rate. As of
December 31, 2019, our weighted average incremental borrowing rate was 4.9%.
In 2019, 2018, and 2017, the Company's total operating lease cost was $3.3 million, $3.6 million, and $4.0 million, respectively, and the operating cash outflows
from operating leases was $3.0 million, $3.6 million, and $3.5 million, respectively. As of December 31, 2019, the weighted average operating lease term was
28.25 years.
On January 31, 2019, we exercised our option pursuant to a ground lease agreement to purchase the land upon which our hotel property in Baltimore (Hunt
Valley), MD is located for $4.2 million, which resulted in a termination of obligations under the ground lease.
On December 4, 2019, we exercised our right to acquire a fee simple interest in the land upon which our Hyatt Place in Garden City, NY is located for nominal
consideration. As a result, the hotel is no longer subject to a PILOT (payment in lieu of taxes) lease with the Town of Hempstead Industrial Development
Authority.
Operating lease maturities as of December 31, 2019 are as follows (in thousands):
$
2020
2021
2022
2023
2024
Thereafter
Total lease payments (1)
Less imputed interest
Total
$
2,148
2,038
1,815
959
900
28,904
36,764
(17,160)
19,604
(1) Certain payments above include future increases to the minimum fixed rent based on the Consumer Price Index in effect at the initial measurement of the lease balances.
NOTE 8 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING
We are exposed to interest rate risk through our variable-rate debt. We manage this risk primarily by managing the amount, sources, and duration of our debt
funding and through the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage our exposure to known or
expected cash payments related to our variable-rate debt. The maximum length of time over which we have hedged our exposure to variable interest rates with our
existing derivative financial instruments is approximately seven years.
Our objectives in using derivative financial instruments are to add stability to interest expense and to manage our exposure to interest rate movements. To
accomplish these objectives, we primarily use interest rate swaps as part of our interest rate risk management strategy. Our interest rate swaps are designated as
cash flow hedges and involve the receipt of variable-rate payments from a counterparty in exchange for making fixed-rate payments over the life of the agreements
without exchange of the underlying notional amount.
Our agreements with our derivative counterparties contain provisions such that if we default, or can be declared in default, on any of our indebtedness, then we
could also be declared in default on our derivative financial instruments.
F-30
Information about our derivative financial instruments at December 31, 2019 and 2018 is as follows (dollar amounts in thousands):
Contract
date
October 2,
2017
October 2,
2017
June 11, 2018
June 11, 2018
Effective Date
January 29, 2018
Expiration Date
January 31, 2023
January 29, 2018
January 31, 2023
September 28,
2018
December 31,
2018
September 30,
2024
December 31,
2025
Average
Annual
Effective
Fixed Rate
Notional Amount
Fair Value
December 31,
2019
December 31,
2018
December 31,
2019
December 31,
2018
1.98%
$
100,000
$
100,000
$
(1,316)
$
1.98%
2.87%
2.93%
100,000
100,000
75,000
75,000
125,000
125,000
(1,350)
(4,389)
(9,122)
1,758
1,703
(1,656)
(3,386)
$
400,000 $
400,000 $
(16,177) $
(1,581)
Our interest rate swaps have been designated as cash flow hedges and are valued using a market approach, which is a Level 2 valuation technique. At
December 31, 2019, all of our interest rate swaps were in a liability position as a result of a decline in short term interest rates and a continued flattening of the
forward yield curve during 2019. At December 31, 2018, two of our interest rate swaps were in an asset position and two were in a liability position. We are not
required to post any collateral related to these agreements and we are not in breach of any financial provisions of the agreements.
Changes in the fair value of the hedging instruments included in the assessment of hedge effectiveness will be recorded in other comprehensive income. Amounts
deferred in other comprehensive income will be reclassified to interest expense as interest payments are made on the hedged variable-rate debt. In 2020, we
estimate that an additional $3.4 million will be reclassified from other comprehensive income and recorded as an increase to interest expense.
The table below details the location in the financial statements of the gain or loss recognized on derivative financial instruments designated as cash flow hedges (in
thousands):
(Loss) Gain recognized in Accumulated other comprehensive loss on derivative
financial instruments
Loss reclassified from Accumulated other comprehensive loss to interest expense
Total interest expense and other finance expense presented in the Consolidated
Statement of Operations in which the effects of cash flow hedges are recorded
$
$
$
2019
2018
2017
(15,327) $
(731) $
(3,050) $
(150) $
1,703
(734)
(41,030) $
(41,944) $
(29,687)
NOTE 9 — EQUITY
Common Stock
The Company is authorized to issue up to 500,000,000 shares of common stock, $0.01 par value per share. Each outstanding share of our common stock entitles
the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any
other class or series of stock, the holders of such shares possess the exclusive voting power.
On May 25, 2017, the Company and the Operating Partnership entered into separate sales agreements (collectively, the “Sales Agreements”) with each of Robert
W. Baird & Co. Incorporated, Raymond James & Associates, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., RBC
Capital Markets, LLC, KeyBanc Capital Markets Inc., Canaccord Genuity Inc. (this agreement was terminated on September 29, 2017), Jefferies LLC, BB&T
Capital Markets, a division of BB&T Securities, LLC, and BTIG, LLC (collectively, the “Sales Agents”), pursuant to which the Company may sell our common
stock having an aggregate offering price of up to $200.0 million (the “Shares”), from time to time through the Sales Agents, each acting as a sales agent and/or
principal (the "2017 ATM Program"). At the same time, the Company terminated each of the sales agreements entered into in connection with its prior at-the-
market offering program, which was established in August 2016 and under which 6,151,514 shares of the Company’s common stock were sold for net proceeds of
approximately $89.1 million. To date, we have not sold any shares of our common stock under the 2017 ATM Program.
F-31
Changes in common stock during the years ended December 31, 2019 and 2018 were as follows:
Beginning common shares outstanding
Grants under the Equity Plan
Common Unit redemptions
Annual grants to independent directors
Common stock issued for director fees
Performance share and other forfeitures
Shares retained for employee tax withholding requirements
2019
2018
104,783,179
104,287,128
537,734
50,244
40,455
—
(167,757)
(74,340)
583,738
64,126
34,130
3,543
(1,636)
(187,850)
Ending common shares outstanding
105,169,515
104,783,179
At December 31, 2019 and 2018, the Company had reserved 14,365,537 and 14,591,213 shares of common stock, respectively, for the issuance of common stock
(i) upon the exercise of stock options, issuance of time-based restricted stock awards, issuance of performance-based restricted stock awards, grants of director
stock awards, or other awards issued pursuant to our Equity Plan, (ii) upon redemption of Common Units, or (iii) under the 2017 ATM Program.
Preferred Stock
The Company is authorized to issue up to 100,000,000 shares of preferred stock, $0.01 par value per share, of which 90,600,000 is currently undesignated and
3,000,000 shares have been designated as 6.45% Series D Cumulative Redeemable Preferred Stock (the "Series D preferred shares") and 6,400,000 shares have
been designated as 6.25% Series E Cumulative Redeemable Preferred Stock (the "Series E preferred shares").
On March 20, 2018, the Company paid $85.3 million to redeem all 3,400,000 of its outstanding 7.125% Series C Cumulative Redeemable Preferred Stock at a
redemption price of $25 per share plus accrued and unpaid dividends. The premium on redemption of $3.3 million was recorded as a reduction to retained earnings.
The Company's preferred shares (collectively, “Preferred Shares”) rank senior to our common stock and on parity with each other with respect to the payment of
dividends and distributions of assets in the event of a liquidation, dissolution, or winding up. The Preferred Shares do not have any maturity date and are not
subject to mandatory redemption or sinking fund requirements. The Company may not redeem the Series D preferred shares or Series E preferred shares prior to
June 28, 2021 and November 13, 2022, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or in connection
with certain changes in control. After those dates, the Company may, at its option, redeem the applicable Preferred Shares, in whole or from time to time in part, by
payment of $25 per share, plus any accumulated, accrued and unpaid distributions up to, but not including, the date of redemption. If the Company does not
exercise its rights to redeem the Preferred Shares upon certain changes in control, the holders of the Preferred Shares have the right to convert some or all of their
shares into a number of the Company’s common shares based on a defined formula, subject to a share cap, or alternative consideration. The share cap on each
Series D preferred share is 3.9216 shares of common stock and each Series E preferred share is 3.1686 shares of common stock, all subject to certain adjustments.
The Company pays dividends at an annual rate of $1.6125 for each Series D preferred share and $1.5625 for each Series E preferred share. Dividend payments are
made quarterly in arrears on or about the last day of February, May, August and November of each year.
Non-controlling Interests in Operating Partnership
Pursuant to the limited partnership agreement of our Operating Partnership, the unaffiliated third parties who hold Common Units in our Operating Partnership
have the right to cause us to redeem their Common Units in exchange for cash based upon the fair value of an equivalent number of our shares of common stock at
the time of redemption; however, the Company has the option to redeem with shares of our common stock on a one-for-one basis. The number of shares of our
common stock issuable upon redemption of Common Units may be adjusted upon the occurrence of certain events such as share dividend payments, share
subdivisions or combinations.
F-32
At December 31, 2019 and 2018, unaffiliated third parties owned 209,021 and 259,265, respectively, of Common Units of the Operating Partnership, representing
less than a 1% limited partnership interest in the Operating Partnership.
We classify outstanding Common Units held by unaffiliated third parties as non-controlling interests in the Operating Partnership, a component of equity in the
Company’s Consolidated Balance Sheets. The portion of net income allocated to these Common Units is reported on the Company’s Consolidated Statement of
Operations as net income attributable to non-controlling interests of the Operating Partnership.
Non-controlling Interest in Joint Venture
In July 2019, the Company entered into a joint venture with GIC, Singapore’s sovereign wealth fund, to acquire assets that align with the Company’s current
investment strategy and criteria. The Company serves as general partner and asset manager of the joint venture and intends to invest 51% of the equity
capitalization of the limited partnership, with GIC investing the remaining 49%. The Company earns fees for providing services to the joint venture and will have
the potential to earn incentive fees based on the joint venture achieving certain return thresholds. As of December 31, 2019, the joint venture owns the five hotel
properties acquired in 2019.
The joint venture owns the hotels through a master real estate investment trust (“Master REIT”) and subsidiary REITs (“Subsidiary REIT”). All of the hotels
owned by the joint venture are leased to taxable REIT subsidiaries of the Subsidiary REITs (“Subsidiary REIT TRS”). To qualify as a REIT, the Master REIT must
meet all of the REIT requirements summarized under “Note 2 - Basis of Presentation and Significant Accounting Policies - Income Taxes.” Taxable income related
to the Subsidiary REIT TRSs is subject to federal, state and local income taxes at applicable tax rates.
We classify the non-controlling interest in the joint venture as a component of equity in the Company’s Consolidated Balance Sheets. The portion of net income
allocated to this non-controlling interest is reported on the Company’s Consolidated Statements of Operations as net income attributable to non-controlling interest
of the joint venture.
F-33
NOTE 10 — FAIR VALUE MEASUREMENT
The following table presents information about our financial instruments measured at fair value on a recurring basis as of December 31, 2019 and 2018. In
instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, we classify assets and liabilities based on the lowest
level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety
requires judgment, and considers factors specific to the asset or liability.
Disclosures concerning financial instruments measured at fair value are as follows (in thousands):
Assets:
Purchase options related to real estate loans
$
— $
— $
8,920 $
8,920
Fair Value Measurement at December 31, 2019 using
Level 1
Level 2
Level 3
Total
Liabilities:
Interest rate swaps
Assets:
Interest rate swaps
Purchase options related to real estate loans
Liabilities:
Interest rate swaps
—
16,177
—
16,177
Fair Value Measurement at December 31, 2018 using
Level 1
Level 2
Level 3
Total
$
— $
—
3,461 $
—
— $
6,120
—
5,042
—
3,461
6,120
5,042
Our purchase options related to real estate loans do not have readily determinable fair values. The fair value of each purchase option was estimated using a
binomial lattice or Black-Scholes model. The estimated fair values of the purchase options were based on unobservable inputs for which there is little or no market
information available and required us to develop our own assumptions as follows (dollar amounts in thousands):
Exercise price
First option exercise date (1)
Last option exercise date
Expected volatility
Risk free rate
Expected annualized equity dividend yield
Real Estate Loan 1 Real Estate Loan 2 Real Estate Loan 3 Real Estate Loan 4
$
$
15,143
17,377
37,800
5,503
$
$
12/31/2018
11/1/2020
3/31/2019
12/5/2020
5/31/2019
12/1/2020
8/15/2021
8/30/2021
32.0%
1.7%
6.8%
38.0%
1.8%
9.9%
37.0%
1.9%
6.5%
31.3%
1.5%
—% (2)
(1) The first option date is the date used for valuing the Purchase Option. The actual option exercise dates are on or after the hotels are fully constructed and open for business. As of
December 31, 2019, three of the four hotels were open for business.
(2) The purchase option was valued using the Black-Scholes model which assumes no dividends.
There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2019 or 2018.
F-34
NOTE 11 — COMMITMENTS AND CONTINGENCIES
Franchise Agreements
All of our hotel properties operate under franchise agreements with major hotel franchisors. The terms of our franchise agreements generally range from 10 to 20
years with various extension provisions. Each franchisor receives franchise fees ranging from 2% to 6% of each hotel property’s gross revenue, and some
agreements require that we pay marketing fees of up to 4% of gross revenue. In addition, some of these franchise agreements require that we deposit a percentage
of the hotel property’s gross revenue, generally not more than 5%, into a reserve fund for capital expenditures. We also pay fees to our franchisors for services
related to reservation and information systems. In 2019, 2018, and 2017, we expensed fees related to our franchise agreements of $47.8 million, $47.7 million, and
$41.6 million, respectively.
Management Agreements
Our hotel properties operate pursuant to management agreements with various professional third-party management companies. The terms of our management
agreements range from month-to-month to twenty-five years with various extension provisions. Each management company receives a base management fee,
generally a percentage of total hotel property revenues. In some cases there are also monthly fees for certain services, such as accounting, based on the number of
guestrooms. Generally there are also incentive fees based on attaining certain financial thresholds. In 2019, 2018, and 2017, we expensed fees related to our hotel
management agreements of $16.6 million, $18.5 million, and $18.2 million, respectively.
Litigation
We are involved from time to time in litigation arising in the ordinary course of business. We are not currently aware of any actions against us that would have a
material effect on our financial condition or results of operations.
NOTE 12 — EQUITY-BASED COMPENSATION
Our currently outstanding equity-based awards were issued under our Equity Plan which provides for the granting of stock options, stock appreciation rights,
restricted stock, restricted stock units, dividend equivalent rights, and other equity-based awards or incentive awards.
Stock options granted may be either incentive stock options or non-qualified stock options. Vesting terms may vary with each grant, and stock option terms are
generally five to ten years. We have outstanding equity-based awards in the form of stock options and restricted stock awards. All of our outstanding equity-based
awards are classified as equity.
Stock Options Granted Under Our Equity Plan
As of December 31, 2019, 2018 and 2017, we had 235,000 outstanding and exercisable stock options. At December 31, 2019, the stock options had a weighted
average exercise price of $9.75 and a weighted average contractual term of 1.2 years.
At December 31, 2019, the intrinsic value of outstanding and exercisable options was $0.6 million. At December 31, 2018, the exercise price of our outstanding
and exercisable stock options exceeded the market price of our common stock, resulting in no intrinsic value. The intrinsic value of outstanding and exercisable
options at December 31, 2017 was $1.3 million.
F-35
Time-Based Restricted Stock Awards Made Pursuant to Our Equity Plan
The following table summarizes time-based restricted stock activity under our Equity Plan for 2019 and 2018:
Number of Shares
Weighted Average
Grant Date Fair Value
per Share
Aggregate
Current Value
(in thousands)
Non-vested December 31, 2017
391,477
$
Granted
Vested
Forfeited
Non-vested December 31, 2018
Granted
Vested
Forfeited
Non-vested December 31, 2019
185,930
(205,619)
(1,636)
370,152
235,407
(154,801)
(2,291)
448,467
$
13.52
13.15
13.41
12.84
13.40
11.32
12.82
12.65
12.51 $
5,534
The awards granted to our non-executive employees generally vest over a four-year period based on continuous service (20% on the first, second and third
anniversary of the grant date and 40% on the fourth anniversary of the grant date).
The awards granted to our executive officers generally vest over a three-year period based on continuous service (25% on the first and second anniversary of the
grant date and 50% on the third anniversary of the grant date) or in certain circumstances upon a change in control.
The holders of these awards have the right to vote the related shares of common stock and receive all dividends declared and paid whether or not vested. The fair
value of time-based restricted stock awards granted is calculated based on the market value of our common stock on the date of grant.
During the years ended December 31, 2019, 2018, and 2017, the total fair value of time-based restricted stock awards that vested was $2.0 million, $2.8 million
and $1.4 million, respectively.
Performance-Based Restricted Stock Awards Made Pursuant to Our Equity Plan
The following table summarizes performance-based restricted stock activity under our Equity Plan for 2019 and 2018:
Non-vested December 31, 2017
Granted
Vested
Non-vested December 31, 2018
Granted
Vested
Forfeited
Number of Shares
Weighted Average
Grant Date Fair Value
per Share
Aggregate
Current Value
(in thousands)
619,429
$
397,808
(309,010)
708,227
302,327
(89,097)
(165,466)
16.16
15.69
18.78
14.75
12.81
13.77
13.77
Non-vested December 31, 2019
755,991
$
14.31 $
9,329
Our performance-based restricted stock awards are market-based awards and are accounted for based on the fair value of our common stock on the grant date. The
fair value of the performance-based restricted stock awards granted was estimated using a Monte Carlo simulation valuation model. These awards generally vest
over a three-year period based on our percentile ranking within the SNL U.S. REIT Hotel Index at the end of the period or upon a change in control. The awards
require continued service during the measurement period and are subject to the other conditions described in the Equity Plan or award document.
F-36
The number of shares the executive officers may earn under these awards range from zero shares to twice the number of shares granted based on our percentile
ranking within the index at the end of the measurement period. In addition, a portion of the performance-based shares may be earned based on the Company's
absolute total shareholder return calculated during the performance period.
The holders of these grants have the right to vote the granted shares of common stock and any dividends declared will be accumulated and will be subject to the
same vesting conditions as the awards. Further, if additional shares are earned based on our percentile ranking within the index, dividend payments will be issued
as if the additional shares had been held throughout the measurement period.
The fair value of performance-based restricted stock awards granted was estimated using a Monte Carlo simulation valuation model and the following
assumptions:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Monte Carlo iterations
2019
2018
2017
6.17%
23.2%
2.43%
5.33%
25.7%
2.41%
4.14%
24.8%
1.59%
100,000
100,000
100,000
Weighted average estimated fair value of performance-based
restricted stock awards
$
12.81
$
13.73
$
17.13
The expected dividend yield was calculated based on our annual expected dividend payments at the time of grant. The expected volatility was based on historical
price changes of our common stock for a period comparable to the performance period. The risk-free interest rates were interpolated from the Federal Reserve
Bond Equivalent Yield rates for “on-the-run” U.S. Treasury securities.
Director Stock Awards Made Pursuant to Our Equity Plan
During the years ended December 31, 2019 and 2018, we granted 40,455 and 34,130 shares of common stock, respectively, to our non-employee directors as a part
of our director compensation program. These grants were made pursuant to our Equity Plan and were vested upon grant.
Our non-employee directors have the option to receive shares of our common stock in lieu of cash for their director fees. In 2019, all directors elected to receive
cash for their director fees. In 2018, we issued 3,543 shares of common stock for director fees. The fair value of director stock awards is calculated based on the
market value of our common stock on the date of grant.
Equity-Based Compensation Expense
Equity-based compensation expense included in Corporate General and Administrative expense in the Consolidated Statements of Operations for the years ended
December 31, 2019, 2018, and 2017 was as follows (in thousands):
Time-based restricted stock
Performance-based restricted stock
Director stock
2019
2018
2017
$
$
2,327 $
3,396
496
6,219 $
2,384 $
3,727
554
6,665 $
2,145
3,183
559
5,887
We recognize equity-based compensation expense ratably over the vesting terms. The amount of expense may be subject to adjustment in future periods due to a
change in the forfeiture assumptions.
F-37
Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $7.4 million at December 31, 2019 as follows (in
thousands):
Time-based restricted stock
Performance-based restricted stock
NOTE 13 — BENEFIT PLANS
Total
2020
2021
2022
2023
$
$
3,092 $
4,270
7,362 $
1,798 $
2,578
4,376 $
1,048 $
1,477
2,525 $
231 $
215
446 $
15
—
15
On August 1, 2011, we initiated a qualified contributory retirement plan (the “Plan”) under Section 401(k) of the IRC, which covers all full-time employees who
meet certain eligibility requirements. Voluntary contributions may be made to the Plan by employees. The Plan is a Safe Harbor Plan and requires a mandatory
employer contribution. The employer contribution expense for the years ended December 31, 2019, 2018 and 2017 was $0.3 million, $0.2 million, and $0.2
million, respectively.
NOTE 14 — INCOME TAXES
We have elected to be taxed as a REIT. As a REIT, we are generally not subject to corporate level income taxes on taxable income we distribute to our
shareholders. We believe we have met the annual REIT distribution requirement by distribution of at least 90% of our taxable income to our shareholders.
Income related to our TRSs is subject to federal, state and local taxes at applicable tax rates. Our consolidated tax provision includes the income tax provision
related to the operations of the TRSs as well as state and local income taxes related to the Operating Partnership.
The components of income tax expense (benefit) for the years ended December 31, 2019, 2018, and 2017 are as follows (in thousands):
Current:
Federal
State and local
Deferred:
Federal
State and local
Effect of federal tax law change
Income tax expense (benefit)
2019
2018
2017
$
869 $
643
(32)
20
—
(67) $
(425)
(279)
(151)
—
10
777
232
49
606
$
1,500 $
(922) $
1,674
Below is a reconciliation between the provision for income taxes and the amounts computed by applying the federal statutory income tax rate to the income or loss
before taxes:
Statutory federal income tax provision
Nontaxable income of the REITs
Effect of graduated corporate tax rates
State income taxes, net of federal tax benefit
Provision to return and deferred adjustment
Effect of permanent differences and other
Tax benefit from deduction for partnership distributions
Effect of federal tax law change
Income tax provision (benefit)
2019
2018
2017
$
17,608 $
(16,996)
18,943 $
(19,073)
35,418
(35,073)
—
568
(6)
326
—
—
—
266
75
(184)
(949)
—
$
1,500 $
(922) $
(10)
716
—
17
—
606
1,674
F-38
Deferred tax assets and liabilities are included within Other Assets in the accompanying Consolidated Balance Sheets.
Significant components of deferred tax assets (liabilities) are as follows (in thousands):
Tax carryforwards
Accrued expenses
Other
Net deferred tax assets
Gross deferred tax assets
Gross deferred tax liabilities
Net deferred tax assets
2019
2018
$
$
$
$
38 $
2,068
32
2,138 $
2,172 $
(34)
2,138 $
154
1,893
(1)
2,046
2,086
(40)
2,046
At December 31, 2019, we had state net operating losses of $0.7 million which expire beginning in 2027.
We had no unrecognized tax benefits at December 31, 2019 or in the three year period then ended. We expect no significant increase or decrease in unrecognized
tax benefits due to changes in tax positions within one year of December 31, 2019. We have no material interest or penalties relating to unrecognized tax benefits
in the Consolidated Statements of Operations for the years ended December 31, 2019, 2018 or 2017 or in the Consolidated Balance Sheets as of December 31,
2019 or 2018.
We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. In general, we are not subject to tax examinations by tax authorities
for years before 2016.
F-39
Characterization of Distributions
For income tax purposes, distributions paid consist of ordinary income and capital gains or a combination thereof. For the years ended December 31, 2019, 2018,
and 2017 distributions paid per share were characterized as follows (unaudited):
2019
2018
2017
Amount
%
Amount
%
Amount
%
Common Stock
Ordinary income
$
0.6132
85.16% $
0.7200
100.00% $
0.6725
100.00%
Capital gain distributions
0.1068
14.84%
—
—%
—
—%
Total
$
0.7200
100.00% $
0.7200
100.00% $
0.6725
100.00%
Preferred Stock - Series B
Ordinary income
Capital gain distributions
Total
Preferred Stock - Series C
Ordinary income
Capital gain distributions
Total
Preferred Stock - Series D
$
$
$
$
—
—
—
—
—
—
—% $
—%
—% $
—
—
—
—% $
2.0234
100.00%
—%
—
—%
—% $
2.0234
100.00%
—% $
0.5393
100.00% $
1.7813
100.00%
—%
—
—%
—
—%
—% $
0.5393
100.00% $
1.7813
100.00%
Ordinary income
$
1.3732
85.16% $
1.6125
100.00% $
1.6125
100.00%
Capital gain distributions
0.2393
14.84%
—
—%
—
—%
Total
$
1.6125
100.00% $
1.6125
100.00% $
1.6125
100.00%
Preferred Stock - Series E
Ordinary Income
$
1.3307
85.16% $
1.5625
100.00% $
0.0694
100.00%
Capital gain distributions
0.2318
14.84%
—
—%
—
—%
Total
$
1.5625
100.00% $
1.5625
100.00% $
0.0694
100.00%
The dividends that were taxable to our stockholders in 2019 were 85.16% ordinary income and 14.84% capital gain distributions. The 2019 capital gain distribution
was 100% related to unrecaptured Section 1250 gain. The 2019 ordinary income dividends are eligible for the 20% deduction provided by Section 199A for
qualified REIT dividends.
The dividends that were taxable to our stockholders in 2018 were 100% ordinary income and were eligible for the 20% deduction provided by Section 199A for
qualified REIT dividends.
The dividends that were taxable to our stockholders in 2017 were 100% ordinary income.
NOTE 15 — EARNINGS PER SHARE
We apply the two-class method of computing earnings per share, which requires the calculation of separate earnings per share amounts for our non-vested time-
based restricted stock awards with non-forfeitable dividends and for our common stock. Our non-vested time-based restricted stock awards with non-forfeitable
rights to dividends are considered securities which participate in undistributed earnings with common stock. Under the two-class computation method, net losses
are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. Our non-vested time-based restricted
stock awards with non-forfeitable dividends do not have such an obligation so they are not allocated losses.
F-40
All outstanding stock options were included in the computation of diluted earnings per share for the years ended December 31, 2019, 2018 and 2017 due to their
dilutive effect. The Common Units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there
would be no effect on the amounts since the limited partners' share of income would also be added to derive net income attributable to common stockholders. For
the years ended December 31, 2019, 2018, and 2017, we had unvested performance-based restricted stock awards of 755,991 shares, 453,664 shares and 464,924
shares, respectively, which were excluded from the denominator of the diluted earnings per share as the awards had not achieved the requisite performance
conditions for vesting at each period end.
Below is a summary of the components used to calculate basic and diluted earnings per share (in thousands, except per share amounts):
Numerator:
Net income
Less: Preferred dividends
Premium on redemption of preferred stock
Allocation to participating securities
Attributable to non-controlling interest in Operating Partnership
Attributable to non-controlling interest in joint venture
2019
2018
2017
$
82,348 $
(14,838)
—
(309)
(157)
419
91,126 $
(16,671)
(3,277)
(271)
(205)
—
99,521
(17,408)
(2,572)
(307)
(307)
—
Net income attributable to common stockholders, net of amount allocated to participating
securities
$
67,463 $
70,702 $
78,927
Denominator:
Weighted average common shares outstanding - basic
Dilutive effect of equity-based compensation awards
Weighted average common shares outstanding - diluted
Earnings per share:
Basic and diluted
103,887
52
103,939
103,623
219
103,842
99,406
374
99,780
$
0.65 $
0.68 $
0.79
NOTE 16 — SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for the years ended December 31, 2019 and 2018 are as follows (in thousands, except per share amounts):
Total revenues
Net income
Net income attributable to Summit Hotel Properties, Inc.
Earnings per share:
Basic and diluted
Total revenues
Net income
Net income attributable to Summit Hotel Properties, Inc.
Earnings per share:
Basic
Diluted
2019
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
138,952 $
142,930 $
133,685 $
133,781
12,900 $
49,069 $
11,626 $
12,877 $
48,957 $
11,534 $
8,753
9,242
0.09 $
0.43 $
0.07 $
0.05
2018
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
140,199 $
152,222 $
142,340 $
132,509
9,691 $
9,688 $
37,677 $
38,001 $
37,576 $
37,901 $
0.01 $
0.01 $
0.33 $
0.32 $
0.33 $
0.33 $
5,757
5,756
0.02
0.02
$
$
$
$
$
$
$
$
$
F-41
NOTE 17 — SUBSEQUENT EVENTS
Equity Transactions
On January 31, 2020, our Board of Directors declared cash dividends of $0.18 per share of common stock, $0.403125 per share of 6.45% Series D Cumulative
Redeemable Preferred Stock, and $0.390625 per share of 6.25% Series E Cumulative Redeemable Preferred Stock. These dividends are payable February 28, 2020
to stockholders of record on February 14, 2020.
F-42
SUMMIT HOTEL PROPERTIES, INC
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(in thousands)
Initial Cost
Year
Acquired/
Constructed
Land
Building &
Improvements
Cost
Capitalized
Subsequent to
Acquisition
Land, Building
&
Improvements
Total Cost
Land
Building &
Improvements
Total
Accumulated
Depreciation
Total Cost Net of
Accumulated
Depreciation
Mortgage
Debt
$ 5,599
$
32,367
$
354
$ 5,599
$
32,721
$ 38,320
$
(4,030)
$
34,290
$
2017
2012
2012
2015
2012
2016
2017
2014
2017
2017
2017
2016
2015
2014
2013
2017
2016
2017
2015
2013
2012
2012
2017
2017
2012
2011
2013
2019
2013
1,497
1,646
2,100
2,050
3,381
5,670
— (2)
—
2,205
1,986
11,115
2,374
3,300
2,200
—
5,395
10,075
4,046
1,800
2,000
2,700
37,950
1,920
4,200
2,100
1,200
4,943
1,900
15,573
15,440
34,755
27,969
34,820
51,922
56,394
6,048
16,013
37,016
49,204
24,411
39,686
17,366
41,094
68,355
33,340
34,151
11,211
11,950
16,267
47,002
38,070
27,775
10,151
14,566
42,541
8,917
(565)
1,497
15,008
16,505
16
1,646
15,456
17,102
1,051
834
790
567
4,846
1,410
2,100
2,050
3,381
5,670
—
—
35,806
37,906
28,803
30,853
35,610
38,991
52,489
58,159
61,240
61,240
7,458
7,458
2,342
2,205
18,355
20,560
6,198
8,946
1,986
11,115
43,214
45,200
58,150
69,265
285
2,374
24,696
27,070
(3,830)
(4,071)
(6,687)
(5,702)
(4,801)
(5,378)
(9,519)
(2,207)
(1,373)
(4,372)
(7,000)
(4,754)
1,137
3,300
40,823
44,123
(11,496)
384
2,200
17,750
19,950
1,468
—
42,562
42,562
192
5,395
68,547
73,942
1,699
3,816
10,075
4,046
35,039
45,114
37,967
42,013
146
1,800
11,357
13,157
(441)
2,000
11,509
13,509
224
2,700
16,491
19,191
1,421
37,950
48,423
86,373
9,029
1,920
47,099
49,019
272
333
4,283
2,100
27,964
32,247
10,484
12,584
3,009
1,200
17,575
18,775
9
4,943
42,550
47,493
(5,749)
(4,581)
(9,533)
(3,925)
(5,818)
(3,981)
(4,054)
(6,553)
(5,861)
(3,748)
(5,787)
(3,679)
(3,772)
(461)
(1,861)
1,900
7,056
8,956
(3,186)
F-43
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
12,675
13,031
31,219
25,151
34,190
52,781
51,721
5,251
19,187
40,828
62,265
22,316
32,627
14,201
37,981
64,409
41,189
36,195
9,176
9,455
19,510
12,638
19,992
(1)
(1)
80,512
45,271
26,460
8,905
15,003
47,032
5,770
—
—
—
—
—
—
19,323
(1)
Location
Aliso Viejo,
CA
Arlington,
TX
Arlington,
TX
Franchise
Homewood Suites
Courtyard
Residence Inn
Courtyard
Residence Inn
Hotel Indigo
Asheville,
NC
Atlanta, GA
Atlanta, GA
Atlanta, GA AC Hotel
Austin, TX Hampton Inn & Suites
Austin, TX
Baltimore,
MD
Hampton Inn & Suites
Corporate Office
Residence Inn
Baltimore,
MD
Boulder, CO Marriott
Branchburg,
NJ
Residence Inn
Brisbane,
CA
Camarillo,
CA
DoubleTree
Hampton Inn & Suites
Charlotte,
NC
Courtyard
Chicago, IL Hyatt Place
Cleveland,
OH
Decatur, GA
Eden
Prairie, MN Hilton Garden Inn
Englewood,
CO
Hyatt Place
Residence Inn
Courtyard
Englewood,
CO
Fort
Lauderdale,
FL
Fort Worth,
TX
Garden
City, NY
Glendale,
CO
Greenville,
SC
Hillsboro,
OR
Hoffman
Estates, IL
Hyatt House
Courtyard
Courtyard
Hyatt Place
Staybridge Suites
Hilton Garden Inn
Residence Inn
Hyatt Place
SUMMIT HOTEL PROPERTIES, INC
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(in thousands)
Initial Cost
Year
Acquired/
Constructed
Land
Building &
Improvements
Cost
Capitalized
Subsequent to
Acquisition
Land, Building
&
Improvements
Land
Building &
Improvements
Accumulated
Depreciation
Total Cost Net of
Accumulated
Depreciation
Mortgage
Debt
$
— $
47,789
$
(11,015)
$
36,774
$
Total Cost
Total
$ 47,789
Franchise
Location
Houston, TX Hilton Garden Inn
Houston, TX Hilton Garden Inn
Hunt Valley,
MD
Residence Inn
Indianapolis,
IN
Indianapolis,
IN
SpringHill Suites
Courtyard
Kansas City,
Courtyard
MO
Lombard, IL Hyatt Place
Lone Tree,
CO
Hyatt Place
Louisville,
KY
Louisville,
KY
Fairfield Inn & Suites
SpringHill Suites
Hyatt Place
Mesa, AZ
Metairie, LA Courtyard
Metairie, LA Residence Inn
Hyatt House
Miami, FL
Milpitas, CA Hilton Garden Inn
Minneapolis,
MN
Hyatt Place
Minneapolis,
MN
Minnetonka,
MN
Nashville,
TN
Nashville,
TN
Hampton Inn & Suites
Holiday Inn Express & Suites
SpringHill Suites
Courtyard
New Haven,
CT
Courtyard
SpringHill Suites
New
Orleans, LA Courtyard
New
Orleans, LA Courtyard
New
Orleans, LA
Orlando, FL Hyatt Place
Orlando, FL Hyatt Place
Orlando, FL Hyatt House
Owings
Mills, MD
Hyatt Place
Pittsburgh,
Courtyard
PA
Portland, OR Hyatt Place
Portland, OR Residence Inn
Portland, OR Residence Inn
Poway, CA Hampton Inn & Suites
San
Francisco,
CA
Hilton Garden Inn
2014
2014
2015
2013
2013
2017
2012
2012
2013
2013
2017
2013
2013
2015
2019
2013
2015
2013
2004
2016
2017
2013
2013
2013
2013
2013
2018
2012
2017
2009
2009
2019
2013
$
— (2) $
41,838
$
2,800
—
4,012
7,788
3,955
1,550
1,300
3,120
4,880
2,400
1,860
1,791
4,926
7,921
—
3,502
1,000
777
8,792
11,990
1,944
2,490
2,046
3,100
2,716
2,800
2,100
1,652
— (2)
— (2)
12,813
2,300
33,777
35,436
27,910
54,384
20,608
17,351
11,704
24,231
37,361
19,848
25,168
23,386
40,087
46,141
34,026
35,433
7,662
5,598
62,759
51,497
25,120
34,220
33,270
11,343
11,221
34,423
9,799
40,749
14,700
15,629
76,868
14,728
5,951
1,373
2,800
35,150
37,950
1,326
1,076
35,686
36,762
(646)
4,012
27,264
31,276
(5,950)
(6,432)
(5,588)
(2,077)
7,788
52,307
60,095
(10,470)
1,769
(445)
3,955
1,550
22,377
26,332
16,906
18,456
(203)
1,314
11,487
12,801
(531)
3,120
23,700
26,820
(719)
820
349
338
1,385
4
1,424
165
212
299
4,880
2,400
1,860
1,791
4,926
7,921
36,642
41,522
20,668
23,068
25,517
27,377
23,724
25,515
41,472
46,398
46,145
54,066
—
35,450
35,450
3,502
1,000
777
35,598
39,100
7,874
8,874
5,897
6,674
7,852
8,792
70,611
79,403
1,555
11,990
53,052
65,042
3,356
1,944
28,476
30,420
(2,702)
(5,597)
(4,302)
(5,901)
(9,181)
(3,648)
(7,505)
(7,901)
(8,386)
(588)
(7,901)
(7,669)
(2,723)
(3,473)
(8,259)
(4,489)
(9,012)
1,136
2,490
35,356
37,846
(10,592)
39,369
41,415
(10,459)
6,099
(539)
422
94
2,046
3,100
2,716
2,800
10,804
13,904
11,643
14,359
34,517
37,317
(175)
2,100
9,624
11,724
5,683
1,652
46,432
48,084
457
286
38
—
—
15,157
15,157
15,915
15,915
12,813
76,906
89,719
1,228
2,300
15,956
18,256
(3,861)
(3,928)
(3,394)
(3,337)
(3,871)
(4,534)
(5,571)
(1,204)
(3,923)
2019
12,346
45,730
36
12,346
45,766
58,112
(585)
57,527
San
Francisco,
CA
San
Francisco,
CA
Holiday Inn Express & Suites
2013
15,545
49,469
3,875
15,545
53,344
68,889
(13,191)
55,698
Four Points
2014
1,200
21,397
2,874
1,200
24,271
25,471
(5,094)
20,377
F-44
32,000
30,330
25,688
49,625
23,630
12,859
8,499
20,919
32,341
19,420
19,872
17,614
38,012
53,478
27,549
31,431
6,151
3,201
71,144
60,553
21,408
27,254
30,956
10,043
10,431
33,923
8,387
44,213
10,623
10,344
88,515
14,333
—
—
—
—
—
—
— (1)
— (1)
34,695
(1)
— (1)
(1)
47,226
—
—
—
—
—
—
(1)
—
—
—
—
—
—
—
— (1)
— (1)
—
— (1)
—
—
16,980
(1)
—
—
—
—
— (1)
SUMMIT HOTEL PROPERTIES, INC
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(in thousands)
Initial Cost
Year
Acquired/
Constructed
Land
Building &
Improvements
Cost
Capitalized
Subsequent to
Acquisition
Land,
Building &
Improvements
Total Cost
Land
Building &
Improvements
Total
Accumulated
Depreciation
Total Cost Net
of Accumulated
Depreciation
Mortgage
Debt
$
1,500
$
10,171
$
(431)
$
1,500 $
9,740
$
11,240 $
(3,120)
$
8,120
$
— (1)
Franchise
Hyatt Place
Courtyard
SpringHill Suites
Location
Scottsdale,
AZ
Scottsdale,
AZ
Scottsdale,
AZ
Silverthorne,
CO
Hampton Inn & Suites
Hampton Inn & Suites
Tampa, FL
Tucson, AZ Homewood Suites
Waltham,
MA
Hilton Garden Inn
Watertown,
MA
Land Parcels
Residence Inn
2012
2003
2003
2019
2012
2017
2017
2018
3,225
2,195
6,845
3,600
2,570
10,644
25,083
12,571
9,496
21,125
20,366
22,802
21,713
45,917
3,648
1,750
145
4,466
996
5,888
223
Land Parcels
4,645
$ 323,075
(1) Properties cross-collateralize the related loan, refer to "Note 6 - Debt" in the Consolidated Financial Statements.
(2) Properties subject to ground lease, refer to "Note 7 - Leases" in the Consolidated Financial Statements.
$ 321,528 $
2,123,406
106,947
(2,720)
$
$
—
3,225
2,195
6,845
3,600
2,570
10,644
25,083
1,925
16,219
11,246
21,270
24,832
23,798
27,601
46,140
—
19,444
13,441
28,115
28,432
26,368
38,245
71,223
1,925
(5,694)
(4,109)
(334)
(4,641)
(2,981)
(2,212)
(2,528)
—
13,750
9,332
27,781
23,791
23,387
36,033
68,695
1,925
—
—
—
—
—
—
—
—
2,231,900
$ 2,553,428 $
(383,763)
$
2,169,665
$ 157,726
F-45
SUMMIT HOTEL PROPERTIES, INC
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(in thousands)
(a) ASSET BASIS
2019
2018
2017
Reconciliation of land, buildings and improvements:
Balance at beginning of period
$
2,406,269 $
2,355,723 $
Additions to land, buildings and improvements
Disposition of land, buildings and improvements
Impairment loss
Balance at end of period
(b) ACCUMULATED DEPRECIATION
336,480
(186,800)
(2,521)
151,829
(100,208)
(1,075)
1,848,673
636,389
(129,339)
—
$
2,553,428 $
2,406,269 $
2,355,723
Reconciliation of accumulated depreciation:
Balance at beginning of period
Depreciation
Depreciation on assets sold or disposed
Balance at end of period
$
$
2019
2018
2017
351,821 $
99,013
(67,071)
383,763 $
290,066 $
100,545
(38,790)
351,821 $
241,760
85,524
(37,218)
290,066
(c) The aggregate cost of real estate for Federal income tax purposes was approximately $2,358.1 million.
(d) Depreciation is computed based upon the following useful lives:
Buildings and improvements 6-40 years
Furniture and equipment 2-15 years
(e) We have mortgages payable on the properties as noted. Additional mortgage information can be found in "Note 6 - Debt" to the Consolidated Financial
Statements.
(f) The negative balance for costs capitalized subsequent to acquisition include out-parcels sold, disposal of assets, and recorded impairment losses.
F-46
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Exhibit 4.2
As of December 31, 2019, Summit Hotel Properties, Inc., which is referred to herein as the Company, “we,” “our” or “us,” had three classes of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as follows:
(i)
common stock, $0.01 par value per share, or common stock, of which there were 105,169,515 outstanding, listed on the New York Stock Exchange, or
the NYSE, under the trading symbol “INN”;
(ii) 6.45% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share, or the Series D Preferred Stock, of which there were 3,000,000
outstanding, having an aggregate liquidation preference of $75,000,000, listed on the NYSE under the trading symbol “INN-PD”;
(iii) 6.25% Series E Cumulative Redeemable Preferred Stock, $0.01 par value per share, or the Series E Preferred Stock, of which there were 6,400,000
outstanding, having an aggregate liquidation preference of $160,000,000, listed on the NYSE under the trading symbol “INN-PE”;
Although the following summary describes the material terms of our authorized shares of common stock and preferred stock, and each class or series
thereof, it is not a complete description of the Maryland General Corporation Law, or the MGCL, provisions applicable to a Maryland corporation or our charter
and bylaws. This summary is qualified in its entirety by, and should be read in conjunction with, our charter, our bylaws and the MGCL. We have incorporated by
reference our charter and bylaws as exhibits to the Annual Report on Form 10-K with which this exhibit was filed.
General
Our charter provides that we may issue up to 500,000,000 shares of common stock, $0.01 par value per share, and 100,000,000 shares of preferred stock,
$0.01 par value per share, of which 3,000,000 shares have been classified as our Series D Preferred Stock and 6,400,000 shares have been classified as our Series E
Preferred Stock. Our charter authorizes our board of directors, with the approval of a majority of the entire board of directors and without any action on the part of
our stockholders, to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of
any class or series. Under Maryland law, stockholders generally are not liable for a corporation's debts or obligations.
Common Stock
All outstanding shares of our common stock are duly authorized, validly issued, fully paid and nonassessable. Subject to the preferential rights of any
other class or series of our stock, including our Series D Preferred Stock and our Series E Preferred Stock, and to the provisions of our charter regarding the
restrictions on ownership and transfer of our stock, holders of shares of our common stock are entitled to receive dividends on such stock when, as and if
authorized by our board of directors out of assets legally available therefor and declared by us and to share ratably in the assets of our company legally available
for distribution to our stockholders in the event of our liquidation, dissolution or winding up after payment of or adequate provision for all known debts and
liabilities of our company.
Holders of shares of our common stock have no redemption, sinking fund, conversion, preemptive or appraisal rights with respect to our common stock.
Subject to the provisions of our charter regarding the restrictions on ownership and transfer of stock, shares of our common stock have equal dividend, liquidation
and other rights.
Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock and except as may otherwise be specified in the
terms of any class or series of stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders,
including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares possess the exclusive
voting power. There is no cumulative voting in the election of our directors, and directors are elected by a majority of the votes cast in the election of directors.
Consequently, at each annual meeting of stockholders, the holders of a majority of the outstanding shares of our common stock can elect all of the directors then
standing for election, and the holders of the remaining shares will not be able to elect any directors.
Our board of directors has adopted a policy pursuant to which at any meeting of stockholders at which members of the board of directors are to be elected
by the stockholders in an uncontested election, any nominee for director who receives a
greater number of votes “against” his or her election than votes “for” his or her election must submit to our board of directors a written offer to resign from our
board of directors no later than two weeks after the certification of the voting results. The Nominating and Corporate Governance Committee of our board of
directors will consider any such resignation offer and, within 60 days after the certification of the voting results, recommend to our board of directors whether to
accept or reject the resignation offer. Our board of directors will act on the committee's recommendation, which will not be binding, no later than 90 days after the
certification of the voting results.
Our common stock is traded on the NYSE under the symbol “INN.” The transfer agent and registrar for our common stock is Broadridge Corporate Issuer
Solutions, Inc.
Series D Preferred Stock
General. The shares of outstanding Series D Preferred Stock are validly issued, fully paid and nonassessable and are listed on the NYSE under the symbol
“INN-PD.” Our board of directors may, without notice to or the consent of holders of Series D Preferred Stock, authorize the issuance and sale of additional Series
D Preferred Stock from time to time. For purposes of this section “Series D Preferred Stock”: (1) the term “Parity Stock” means the Series E Preferred Stock and
any class or series of our capital stock expressly designated as ranking on a parity with the Series D Preferred Stock as to distribution rights and rights upon our
liquidation, dissolution or winding up; (2) the term “Junior Stock” means any class or series of our capital stock expressly designated as ranking junior to the Series
D Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up; and (3) terms that are defined in this section have such
meanings in this section only.
Ranking. The Series D Preferred Stock, with respect to distribution rights and rights upon our liquidation, dissolution or winding up, ranks:
•
•
•
senior to our common stock and Junior Stock;
on a parity with our Parity Stock; and
junior to any class or series of our capital stock expressly designated as ranking senior to the Series D Preferred Stock as to distribution rights
and rights upon our liquidation, dissolution or winding up.
Dividends. Holders of Series D Preferred Stock are entitled to receive cumulative cash dividends on the Series D Preferred Stock at the rate of 6.45% per annum of
the $25.00 per share liquidation preference, which is equivalent to $1.6125 per annum per share. Dividends on the Series D Preferred Stock are payable quarterly
in arrears on or about the last day of February, May, August and November of each year. The first dividend on the Series D Preferred Stock was paid on August 31,
2016 in the amount of $0.28219 per share.
No maturity. The Series D Preferred Stock has no maturity date, and we are not required to redeem the Series D Preferred Stock. In addition, we are not required to
set aside assets to redeem the Series D Preferred Stock. Accordingly, the shares of Series D Preferred Stock will remain outstanding indefinitely unless we decide
to redeem them or, under circumstances where the holders of Series D Preferred Stock have a conversion right, such holders decide to convert their shares.
Optional redemption. We may not redeem the Series D Preferred Stock prior to June 28, 2021, except as described below under “Special Optional Redemption”
and in limited circumstances relating to maintaining our qualification as a REIT. On and after June 28, 2021, we may, at our option, redeem the Series D Preferred
Stock, in whole, at any time, or in part, from time to time, by paying $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not
including, the date of redemption.
Special optional redemption. In the event of a Change of Control (as defined below), we may, at our option, exercise our special optional redemption right to
redeem the Series D Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share,
plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption. To the extent that we exercise our redemption right
relating to the Series D Preferred Stock, the holders of Series D Preferred Stock will not be permitted to exercise the conversion right described below in respect of
their shares called for redemption.
A “Change of Control” is when, after the original issuance of the Series D Preferred Stock, the following have occurred and are continuing:
•
the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, or the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition
transaction or series of purchases, mergers or other acquisition transactions of shares of our capital stock entitling that person to exercise more
than 50% of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors (except that such person
will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable
or is exercisable only upon the occurrence of a subsequent condition); and
•
following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has a class of
common securities (or American Depositary Receipts representing such common securities) listed on the NYSE, the NYSE MKT or NASDAQ,
or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.
Conversion rights. Except to the extent that we have elected to exercise our optional redemption right or our special optional redemption right by providing a
notice of redemption prior to the Change of Control Conversion Date, upon the occurrence of a Change of Control, each holder of Series D Preferred Stock will
have the right to convert some or all of the Series D Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our
common stock per share of Series D Preferred Stock to be converted equal to the lesser of:
•
•
the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but
not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series D
Preferred Stock dividend payment and prior to the corresponding Series D Preferred Stock dividend payment date, in which case no additional
amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and
3.9216 (i.e., the Share Cap), subject to certain adjustments;
subject, in each case, to provisions for the receipt of alternative consideration upon conversion as described more fully in our charter.
If we have provided a redemption notice with respect to some or all of the Series D Preferred Stock, holders of any Series D Preferred Stock that we have
called for redemption will not be permitted to exercise their Change of Control Conversion Right in respect of any of their shares of Series D Preferred Stock that
have been called for redemption, and any Series D Preferred Stock subsequently called for redemption that has been tendered for conversion will be redeemed on
the applicable date of redemption instead of converted on the Change of Control Conversion Date.
For definitions of “Change of Control Conversion Right,” “Change of Control Conversion Date” and “Common Stock Price” and for a description of the
adjustments and provisions for the receipt of alternative consideration that may be applicable to the Change of Control Conversion Right, refer to the articles
supplementary designating the Series D Preferred Stock, which we have incorporated by reference as an exhibit to our Annual Report on Form 10-K with which
this exhibit was filed.
Except as provided above in connection with a Change of Control, the Series D Preferred Stock is not convertible into or exchangeable for any other
securities or property.
Liquidation preference. In the event of our liquidation, dissolution or winding up, the holders of Series D Preferred Stock will be entitled to be paid out of our
assets legally available for distribution to our stockholders a liquidation preference in cash or property, at fair market value as determined by our board of directors,
of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of the payment. Holders of Series D Preferred
Stock will be entitled to receive this liquidating distribution before we distribute any assets to holders of our common stock and any other class or series of Junior
Stock.
Voting rights. Holders of Series D Preferred Stock generally will have no voting rights. However, if we do not pay dividends on the Series D Preferred Stock for
six quarterly periods, whether or not consecutive, the holders of Series D Preferred Stock, voting together as a single class with the holders of our Parity Stock
having similar voting rights, including the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, will be entitled to vote for the
election of two additional directors to serve on our Board of Directors until we pay all dividends which we owe on the Series D Preferred Stock. The affirmative
vote of the holders of at least two-thirds of the outstanding shares of Series D Preferred Stock, voting together as a single class with the holders of any other class
or series of our preferred stock upon which like voting rights have been conferred and are exercisable (currently the Series A Preferred Stock, Series B Preferred
Stock and the Series C Preferred Stock), is required for us to authorize, create or increase the number of shares of any class or series of our capital stock expressly
designated as ranking senior to the Series D Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up. In addition, the
affirmative vote of at least two-thirds of the outstanding shares of Series D Preferred Stock (voting as a separate class) is required to amend our charter (including
the articles supplementary designating the Series D Preferred Stock) in a manner that materially and adversely affects the rights of the holders of Series D Preferred
Stock.
Among other things, we may, without any vote of the holders of Series D Preferred Stock, issue additional shares of Series D Preferred Stock and we may
authorize and issue additional shares of any class or series of our Junior Stock or our Parity Stock, including the Series A Preferred Stock, the Series B Preferred
Stock and the Series C Preferred Stock.
Information rights. During any period in which we are not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and any Series
D Preferred Stock is outstanding, we will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series D Preferred Stock as their
names and addresses appear in our record books and
without cost to such holders, copies of the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q that we would have been required to file with the
SEC pursuant to Section 13 or Section 15(d) of the Exchange Act if we were subject thereto (other than any exhibits that would have been required) and (ii) within
15 days following written request, supply copies of such reports to any prospective holder of the Series D Preferred Stock. We will mail (or otherwise provide) the
reports to the holders of Series D Preferred Stock within 15 days after the respective dates by which we would have been required to file such reports with the SEC
if we were subject to Section 13 or Section 15(d) of the Exchange Act.
Restrictions on ownership and transfer. Our charter, subject to certain exceptions, prohibits any person from directly or indirectly owning more than 9.8% by value
or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock, including the Series D Preferred Stock.
These provisions may limit the ability of the holders of Series D Preferred Stock to convert their Series D Preferred Stock into our common stock. Our board of
directors may, in its sole discretion, exempt a person from the 9.8% ownership limit under certain circumstances.
Transfer agent. The transfer agent for the Series E Preferred Stock is Broadridge Financial Solutions, Inc.
Series E Preferred Stock
General. The outstanding shares of our Series E Preferred Stock are validly issued, fully paid and nonassessable and are listed on the NYSE under the symbol
“INN-PE.” Our board of directors may, without notice to or the consent of holders of Series E Preferred Stock, authorize the issuance and sale of additional Series
E Preferred Stock from time to time. For purposes of this section “Series E Preferred Stock”: (1) the term “Parity Stock” means the Series D Preferred Stock and
any class or series of our capital stock expressly designated as ranking on a parity with the Series E Preferred Stock as to distribution rights and rights upon our
liquidation, dissolution or winding up; (2) the term “Junior Stock” means any class or series of our capital stock expressly designated as ranking junior to the Series
E Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up; and (3) terms that are defined in this section have such
meanings in this section only.
Ranking. The Series E Preferred Stock, with respect to distribution rights and rights upon our liquidation, dissolution or winding up, ranks:
•
•
•
senior to our common stock and Junior Stock;
on a parity with our Parity Stock; and
junior to any class or series of our capital stock expressly designated as ranking senior to the Series E Preferred Stock as to distribution rights
and rights upon our liquidation, dissolution or winding up.
Dividends. Holders of Series E Preferred Stock are entitled to receive cumulative cash dividends on the Series E Preferred Stock at the rate of 6.250% per annum
of the $25.00 per share liquidation preference, which is equivalent to $1.5625 per annum per share. Dividends on the Series E Preferred Stock are payable quarterly
in arrears on or about the last day of February, May, August and November of each year. The first dividend on the Series E Preferred Stock was paid on December
15, 2017 in the amount of $0.06944 per share.
No maturity. The Series E Preferred Stock has no maturity date, and we are not required to redeem the Series E Preferred Stock. In addition, we are not required to
set aside assets to redeem the Series E Preferred Stock. Accordingly, the shares of Series E Preferred Stock will remain outstanding indefinitely unless we decide to
redeem them or, under circumstances where the holders of Series E Preferred Stock have a conversion right, such holders decide to convert their shares.
Optional redemption. We may not redeem the Series E Preferred Stock prior to November 13, 2022, except as described below under “Special Optional
Redemption” and in limited circumstances relating to maintaining our qualification as a REIT. On and after November 13, 2022, we may, at our option, redeem the
Series E Preferred Stock, in whole, at any time, or in part, from time to time, by paying $25.00 per share, plus any accrued and unpaid dividends (whether or not
declared) to, but not including, the date of redemption
Special optional redemption. In the event of a Change of Control (as defined below), we may, at our option, exercise our special optional redemption right to
redeem the Series E Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share,
plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption. To the extent that we exercise our redemption right
relating to the Series E Preferred Stock, the holders of Series E Preferred Stock will not be permitted to exercise the conversion right described below in respect of
their shares called for redemption.
A “Change of Control” is when, after the original issuance of the Series D Preferred Stock, the following have occurred and are continuing:
•
the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, or the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition
transaction or series of purchases, mergers or other acquisition transactions of shares of our capital stock entitling that person to exercise more
than 50% of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors (except that such person
will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable
or is exercisable only upon the occurrence of a subsequent condition); and
following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has a class of
common securities (or ADRs representing such common securities) listed on the NYSE, the NYSE American or Nasdaq, or listed or quoted on
an exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq.
•
Conversion rights. Except to the extent that we have elected to exercise our optional redemption right or our special optional redemption right by providing a
notice of redemption prior to the Change of Control Conversion Date, upon the occurrence of a Change of Control, each holder of Series E Preferred Stock will
have the right to convert some or all of the Series E Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our
common stock per share of Series E Preferred Stock to be converted equal to the lesser of:
•
•
the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but
not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series E
Preferred Stock dividend payment and prior to the corresponding Series E Preferred Stock dividend payment date, in which case no additional
amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and
3.1686 (i.e., the Share Cap), subject to certain adjustments;
subject, in each case, to provisions for the receipt of alternative consideration upon conversion as described more fully in our charter.
If we have provided a redemption notice with respect to some or all of the Series E Preferred Stock, holders of any Series E Preferred Stock that we have
called for redemption will not be permitted to exercise their Change of Control Conversion Right in respect of any of their shares of Series E Preferred Stock that
have been called for redemption, and any Series E Preferred Stock subsequently called for redemption that has been tendered for conversion will be redeemed on
the applicable date of redemption instead of converted on the Change of Control Conversion Date.
For definitions of “Change of Control Conversion Right,” “Change of Control Conversion Date” and “Common Stock Price” and for a description of the
adjustments and provisions for the receipt of alternative consideration that may be applicable to the Change of Control Conversion Right, refer to the articles
supplementary designating the Series E Preferred Stock, which we have incorporated by reference as an exhibit to our Annual Report on Form 10-K with which
this exhibit was filed.
Except as provided above in connection with a Change of Control, the Series E Preferred Stock is not convertible into or exchangeable for any other
securities or property.
Liquidation preference. In the event of our liquidation, dissolution or winding up, the holders of Series E Preferred Stock will be entitled to be paid out of our
assets legally available for distribution to our stockholders a liquidation preference in cash or property, at fair market value as determined by our board of directors,
of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of the payment. Holders of Series E Preferred
Stock will be entitled to receive this liquidating distribution before we distribute any assets to holders of our common stock and any other class or series of Junior
Stock.
Voting rights. Holders of Series E Preferred Stock generally will have no voting rights. However, if we do not pay dividends on the Series E Preferred Stock for six
quarterly periods, whether or not consecutive, the holders of Series E Preferred Stock, voting together as a single class with the holders of our Parity Stock having
similar voting rights, including the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock, will be entitled to vote for the election
of two additional directors to serve on our Board of Directors until we pay all dividends which we owe on the Series E Preferred Stock. The affirmative vote of the
holders of at least two-thirds of the outstanding shares of Series E Preferred Stock, voting together as a single class with the holders of any other class or series of
our preferred stock upon which like voting rights have been conferred and are exercisable (currently the Series B Preferred Stock, Series C Preferred Stock and the
Series D Preferred Stock), is required for us to authorize, create or increase the number of shares of any class or series of our capital stock expressly designated as
ranking senior to the Series E Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up. In addition, the affirmative vote of
at least two-thirds of the outstanding shares of Series E Preferred Stock (voting as a separate class) is required to amend our charter (including the articles
supplementary designating the Series E Preferred Stock) in a manner that materially and adversely affects the rights of the holders of Series E Preferred Stock.
Among other things, we may, without any vote of the holders of Series E Preferred Stock, issue additional shares of Series E Preferred Stock and we may
authorize and issue additional shares of any class or series of our Junior Stock or our Parity Stock, including the Series B Preferred Stock, the Series C Preferred
Stock and the Series D Preferred Stock.
Information rights. During any period in which we are not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and any Series
E Preferred Stock is outstanding, we will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series E Preferred Stock as their
names and addresses appear in our record books and without cost to such holders, copies of the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
that we would have been required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act if we were subject thereto (other than any
exhibits that would have been required) and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of the Series E
Preferred Stock. We will mail (or otherwise provide) the reports to the holders of Series E Preferred Stock within 15 days after the respective dates by which we
would have been required to file such reports with the SEC if we were subject to Section 13 or Section 15(d) of the Exchange Act.
Restrictions on ownership and transfer. Our charter, subject to certain exceptions, prohibits any person from directly or indirectly owning more than 9.8% by value
or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock, including the Series E Preferred Stock.
These provisions may limit the ability of the holders of Series E Preferred Stock to convert their Series E Preferred Stock into our common stock. Our Board of
Directors may, in its sole discretion, exempt a person from the 9.8% ownership limit under certain circumstances.
Transfer agent. The transfer agent for the Series E Preferred Stock is Broadridge Financial Solutions, Inc.
List of Subsidiaries of Summit Hotel Properties, Inc.
ENTITY
STATE OF INCORPORATION OR ORGANIZATION
Exhibit 21.1
Summit Hotel GP, LLC
Summit Hotel OP, LP
Summit Hotel TRS, Inc
Summit Arlington CTY License, LLC
Summit Licensing 121, LLC
Summit Licensing 137, LLC
Summit Licensing Ft Worth CTY Holding, LLC
Summit Licensing Ft Worth CTY, LLC
Summit Meta 2017, LLC
Summit Hospitality I, LLC
Summit Hospitality V, LLC
Summit Hospitality XIII, LLC
Summit Hospitality XIV, LLC
Summit Hospitality XV, LLC
Summit Group of Scottsdale, Arizona LLC
Summit IHG JV, LLC
San Fran JV, LLC
Carnegie Hotels, LLC
Summit Hospitality 17, LLC
Summit Hospitality 18, LLC
Summit Hospitality 19,LLC
Summit Hospitality 20, LLC
Summit Hospitality 21, LLC
Summit Hospitality 22, LLC
Summit Hospitality 23, LLC
Summit Hospitality 24, LLC
Summit Hospitality 25, LLC
Summit Hospitality 036, LLC
Summit Hospitality 057, LLC
Summit Hospitality 060, LLC
Summit Hospitality 066, LLC
Summit Hospitality 084, LLC
Summit Hospitality 085, LLC
Summit Hospitality 099, LLC
Summit Hospitality 100, LLC
Summit Hospitality 102, LLC
Summit Hospitality 104, LLC
Summit Hospitality 110, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
South Dakota
Delaware
Delaware
Delaware
South Dakota
Delaware
Delaware
Georgia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Summit Hospitality 111, LLC
Summit Hospitality 114, LLC
Summit Hospitality 115, LLC
Summit Hospitality 116, LLC
Summit Hospitality 117, LLC
Summit Hospitality 118, LLC
Summit Hospitality 119, LLC
Summit Hospitality 120, LLC
Summit Hospitality 121, LLC
Summit Hospitality 123, LLC
Summit Hospitality 126, LLC
Summit Hospitality 127, LLC
Summit Hospitality 128, LLC
Summit Hospitality 129, LLC
Summit Hospitality 130, LLC
Summit Hospitality 131, LLC
Summit Hospitality 132, LLC
Summit Hospitality 133, LLC
Summit Hospitality 134, LLC
Summit Hospitality 135, LLC
Summit Hospitality 136, LLC
Summit Hospitality 137, LLC
Summit Hospitality 138, LLC
Summit Hospitality 139, LLC
Summit Hospitality 140, LLC
Summit Hospitality 141, LLC
Summit Hospitality 142, LLC
Summit Hospitality 143, LLC
Summit Hospitality 144, LLC
Summit Hospitality 145, LLC
BP Watertown Hotel, LLC
Summit AM, LLC
Summit Hotel GP 2, LLC
Summit Hospitality JV, LP
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Massachusetts
Delaware
Delaware
Delaware
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-231156) of Summit Hotel Properties, Inc.,
(2) Registration Statement (Form S-3 No. 333-223989) of Summit Hotel Properties, Inc.,
(3) Registration Statement (Form S-3 No. 333-223988) of Summit Hotel Properties, Inc.,
(4) Registration Statement (Form S-8 No. 333-206050) pertaining to the 2011 Equity Incentive Plan of Summit Hotel Properties, Inc.,
(5) Registration Statement (Form S-8 No. 333-172145) pertaining to the 2011 Equity Incentive Plan of Summit Hotel Properties, Inc.,
of our reports dated February 25, 2020, with respect to the consolidated financial statements and schedule III of Summit Hotel Properties, Inc. and the effectiveness
of internal control over financial reporting of Summit Hotel Properties, Inc. included in this Annual Report (Form 10-K) of Summit Hotel Properties, Inc. for the
year ended December 31, 2019.
/s/ Ernst & Young LLP
Austin, Texas
February 25, 2020
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.1
I, Daniel P. Hansen, certify that:
1. I have reviewed this Annual Report on Form 10-K of Summit Hotel Properties, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)),
for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statement for
external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 25, 2020
/s/ Daniel P. Hansen
Daniel P. Hansen
Chairman of the Board of Directors
President and Chief Executive Officer
(principal executive officer)
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EXHIBIT 31.2
I, Jonathan P. Stanner, certify that:
1. I have reviewed this Annual Report on Form 10-K of Summit Hotel Properties, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)),
for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statement for
external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 25, 2020
/s/ Jonathan P. Stanner
Jonathan P. Stanner
Executive Vice President, Chief Financial Officer and
Treasurer
(principal financial officer)
Certification Pursuant To
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002
EXHIBIT 32.1
In connection with the Annual Report of Summit Hotel Properties, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2019 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel P. Hansen, Chairman of the Board of Directors, President and
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 25, 2020
/s/ Daniel P. Hansen
Daniel P. Hansen
Chairman of the Board of Directors
President and Chief Executive Officer
(principal executive officer)
Certification Pursuant To
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002
EXHIBIT 32.2
In connection with the Annual Report of Summit Hotel Properties, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2019 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan P. Stanner, Executive Vice President, Chief Financial Officer and
Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 25, 2020
/s/ Jonathan P. Stanner
Jonathan P. Stanner
Executive Vice President, Chief Financial Officer and
Treasurer
(principal financial officer)