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, 2020
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
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
Trading Symbol(s)
INN
INN-PD
INN-PE
Name of each exchange on which registered
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 has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
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, 2020 was $612,440,206 based on the
closing sale price of the registrant’s common stock on the New York Stock Exchange as of June 30, 2020.
As of February 15, 2021 the number of outstanding shares of common stock of Summit Hotel Properties, Inc. was 105,708,787.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement on Schedule 14A for its 2021 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, 2020
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.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
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
Quantitative and Qualitative Disclosures about Market Risk
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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the effects of the novel coronavirus (COVID-19) pandemic and other infectious disease outbreaks;
potential changes in operations as a result of regulations imposed in connection with, or changes in consumer behavior in response to,
the COVID-19 pandemic;
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;
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 in “Part I – Item 1A. – 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, 2020, 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, 2020, 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, 2020, 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, 2020, 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. 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 "Part II – 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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Our industry and business have been materially affected during the year ended December 31, 2020 as a result of the COVID-19 pandemic, including a
substantial decline in our revenues, profitability and cash flows from operations. See additional discussion under “Part II – Item 7. – Management’s Discussion and
Analysis of Financial Condition and Results of Operations - Effects of COVID-19 Pandemic on Our Business.” We expect that the COVID-19 pandemic will
continue to have a material adverse effect on our operations and financial results until an effective vaccine is broadly distributed, government restrictions are lifted,
consumer confidence is restored and a recovery in hospitality and travel-related demand occurs. However, we expect that when we are able to return to historical
operational and financial performance levels, our strategy will enable us to continue to create long-term value. 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 experience long-term demand growth and demand will recover to levels more in-line with pre-
pandemic demand based on the characteristics of our portfolio after the industry has recovered from the effects of the COVID-19 pandemic.
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 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 believe in the benefits of strategically investing capital in our properties to ensure they are in good physical
condition and facilitate market leading financial performance. Over the past three years, we have invested $148.5 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 opportunistically grow through acquisitions of existing hotels either through wholly
owned or joint venture structures using a disciplined approach, while maintaining a prudent capital structure. We generally target 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
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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.
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.
Due to the modifications of the covenants in our 2018 Senior Credit Facility (defined below), most of the transactional strategies described above are
governed by certain lender guided thresholds, or otherwise subject to lender approval. See “Part II. – Item 7. – Management’s Discussion and Analysis of Financial
Condition and Results of Operations - Management’s Actions in Response to the Effects of COVID-19 on Our Operations – Financial Measures and Liquidity” for
further information.
Our Financing Strategy
We rely on cash generated through operations, working capital, borrowings under our $600 million senior revolving and term loan facility (the "2018
Senior 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. Our joint venture also operates with
borrowings under a $200 million credit facility (the "Joint Venture Credit Facility"). We have obtained certain financial covenant waivers from our senior credit
facility lenders through March 31, 2022 and we have obtained certain modifications to financial covenant measures through December 31, 2023, both as described
below under “Part II. – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management’s Actions in Response to
the Effects of COVID-19 on Our Operations – Financial Measures and Liquidity.” The covenant waivers will make the full capacity under the $400 Million
Revolver (as defined below) available to us during those time periods to provide adequate liquidity should we experience a continued disruption in lodging
demand.
While the ratio will vary from time to time, we have historically intended to limit our ratio of net debt to Adjusted EBITDAre, which may be adjusted for
non-cash and non-recurring items, to no more than 6.5x. For purposes of calculating this ratio, we exclude preferred stock from indebtedness.
As a result of the negative financial effects of the COVID-19 pandemic on our business as described below under “Part II. – Item 7. – Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Effects of COVID-19 Pandemic on Our Business,” we experienced a material decline
in our Adjusted EBITDAre during the year ended December 31, 2020. As a result, our net debt to Adjusted EBITDAre as of December 31, 2020 is significantly
higher than our target of 6.5x. However, we intend to limit our ratio of net debt to Adjusted EBITDAre, which may be adjusted for non-cash and non-recurring
items, to more normal levels once we have recovered from the negative effects of the COVID-19 pandemic and we are able to return to pre-pandemic operating
and financial performance.
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, 2020, the joint venture owns the five hotel properties acquired in 2019.
Historically, we financed our long-term growth with borrowings under our 2018 Senior 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, 2020, we had $1.1 billion in outstanding indebtedness, including $142.5 million under the Joint Venture Credit
Facility.
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Subsequent to December 31, 2020, as described under “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources,” we entered into an underwriting agreement (the “Underwriting Agreement”) on January 7, 2021 with the several
underwriters named on Schedule I therein (the “Underwriters”), for whom BofA Securities, Inc. and Deutsche Bank Securities Inc. acted as representatives,
pursuant to which we agreed to offer and sell $287.5 million aggregate principal amount of the Company’s 1.50% convertible senior notes due 2026 (such notes,
the “Convertible Notes,” and such offering, the “Convertible Notes Offering”). In the Underwriting Agreement, we made certain customary representations,
warranties and covenants and agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The closing of the Convertible Notes Offering occurred on January 12, 2021.
The net proceeds from the Convertible Notes Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable
by the Company (including net proceeds from the full exercise by the underwriters of their over-allotment option to purchase additional Convertible Notes), were
approximately $279.8 million before consideration of the $21.1 million privately negotiated capped call transactions (the "Capped Call Transactions").
When purchasing hotel properties, subject to restrictions contained in the 2018 Senior Credit Facility, 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.
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.
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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 potential transmission of infectious diseases such as COVID-
19, 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, 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, and in certain situations, may be required to limit operations, 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
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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.
Environmental, Social and Governance (ESG) Matters
Our ongoing commitment to our environment, our communities and our stakeholders is an important part of our core responsibility to be more
sustainable, inclusive and equitable. Since establishing our Corporate Responsibility program in 2017, we have built upon our sustainability objectives, from
tracking metrics related to our consumption, waste, recycling and greenhouse gas emissions, to setting measurable, science-based reduction targets for energy,
water and carbon, and to committing to improve the efficiency of our buildings and promote sustainable operations through our energy management program.
Additionally, we have expanded charitable engagement with our community through the Summit Foundation, our 501(c)(3) nonprofit organization, and have
broadened our social programs to enhance connectivity among our employees, partners and stakeholders to ensure that we champion an environment of diversity
and inclusivity.
For more information on these and our other sustainability practices, including environmental and social metrics and results, please see our current
sustainability report available on our website at https://www.shpreit.com/responsibility.
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, subject to certain adjustments and excluding any net capital gains. 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.
8
Human Capital Resources
As of February 15, 2021, we had 46 corporate employees. None of our corporate employees are represented by a labor union or covered by a collective
bargaining agreement. All persons employed in the day-to-day operations of the hotels are employees of our third-party independent management companies
engaged by our TRS lessee or its subsidiaries to operate such hotels.
In March 2020, we temporarily closed our corporate office due to the COVID-19 pandemic, and our employees began to work remotely. We provided
various office supplies and resources to our employees as needed to allow them to perform their work remotely. Local regulations allowed our corporate office to
re-open in May 2020, but we have allowed employees to continue to work remotely if desired. We have implemented COVID-19 protection protocols in order to
minimize the spread of COVID-19 in our corporate office. All of our employees have received training on these protocols, and are required to sign an
acknowledgement of such protocols prior to returning to the corporate office.
Our employees are vital to the success of our Company. We are committed to cultivating a culture of connectedness based on our primary values of
passion, integrity, and excellence and strive to create an inspiring and inclusive work environment where our employees feel motivated and empowered to produce
exceptional results for the Company. We strive to always be guided by our fundamental values and ethical standards to provide our team members with a fair and
equitable work environment. We annually distribute and require acknowledgement of an employee handbook to all employees that provides direction on relevant
policies related to conducting our business in accordance with our core values.
Our human capital resource objectives include, as applicable, identifying, recruiting, retaining and incentivizing our employees. To attract and retain top
talent, we have designed our compensation and benefits programs to provide a balanced and effective reward structure, including:
•
•
•
•
•
•
Subsidized medical, dental and vision insurance;
Life and disability insurance;
Stock grant program;
401(k) savings and retirement plan with Company Safe Harbor contribution;
Paid family leave; and
Employee education programs
We believe that our compensation and employee benefits are competitive and allow us to attract and retain skilled employees throughout our Company.
We frequently benchmark our compensation and benefits package against those in both our industry and in similar disciplines.
We have established social programs with the goal of promoting a culture of unity and collaboration among our various departments through career and
personal development opportunities designed to inspire all of those involved. Our career and personal development focus on four main principles: (1)
communication and teamwork; (2) networking and mentorship; (3) leadership development; and (4) work-life balance. In addition, we have a formal annual goal
setting and performance review process for our employees.
We believe that equal employment opportunity is a fundamental principle and do not tolerate discrimination against any person on the basis of race, color,
religious creed, sex, age, gender, gender identity, national origin, ancestry, present or past history of mental disability, learning disability, physical disability,
marital status, pregnancy, genetic information, sexual orientation or any other protected characteristic as established by law, in recruiting, hiring, compensation,
benefits, termination or any other terms or conditions of employment. Our employees have multiple avenues available through which concerns or inappropriate
behavior can be reported, including a confidential hotline. All concerns or reports of inappropriate behavior are promptly investigated with appropriate action taken
to address such concerns or behavior.
We are committed to maintaining a work culture that treats all employees fairly and with respect, promotes inclusivity and provides equal opportunities
for advancement based on merit. At December 31, 2020, females constituted approximately 40% of our workforce, and ethnic and racial minorities constituted
approximately 13% of our workforce. We intend to continue using a combination of targeted recruiting, talent development and internal promotion strategies to
expand the diversity of our employee base across all roles and functions.
9
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.
Item 1A. Risk Factors.
Summary of Risk Factors
Risks Related to Our Business
• Risks related to achieving revenue and net income growth
• Risks related to acquisitions
• Risks of taxable gains as a result of hotel dispositions
• Risks related to our third-party property management companies
• Risks related to hotel management and franchise agreements
• Risks related to outstanding indebtedness including our ability to hedge our interest rate exposure
• Risks related to retaining key personnel
• Risks related to cyber security
• Risks related to the management of our joint venture
• Risks related to organized labor
Risks Related to the Lodging Industry
• Risks related to the outbreak of the Coronavirus or an outbreak of other highly infectious or contagious diseases
• Risks related to adverse changes in economic conditions
• Risks related to competition from other hotels and alternative accommodations
• Risks inherent to the ownership of hotels and the markets in which we operate
• Risks related to hotel development and other capital expenditures
• Risks related to uninsured and underinsured losses
• Risks related to changes in consumer trends and preferences
Risks Related to the Real Estate Industry and Real Estate-Related Investments
• Risks related to the illiquidity of real estate investments
• Risks related to compliance with the laws, regulations and covenants that apply to our hotels
• Risks related to right-of-use assets on which certain of our hotels are located
• Risks related to adverse changes in income and property tax rates or amendments to tax regimes that increase our state and local tax liabilities
Risks Related to Our Organization and Structure
• Risks related to our fiduciary duties as the general partner of our Operating Partnership
• Risks related to the provisions of our charter
• Risks related to the provisions of Maryland law
• Risks related to the limited rights of our stockholders
• Risks related to actions taken by our board of directors
• Risks related to being a holding company with no direct operations
• Risks related to maintaining an effective system of internal controls
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Risks Related to Ownership of Our Securities
• Risks related to the continued listing of our securities on a nationally-recognized exchange
• Risks related to expected distributions
• Risks related to stock price volatility
• Risks related to the issuance of debt or equity securities
Risks Related to Our Status as a REIT
• Risks related to compliance with REIT regulations
• Risks related to our TRS structure, including increased tax liabilities and operating costs
• Risks that transactions with our TRSs are not conducted on arm’s-length terms
• Risks that hotel management companies may not qualify as “eligible independent contractors,” or our hotels may not be considered “qualified lodging
facilities”
• Risks that the 100% prohibited transactions tax may limit our ability to dispose of our properties
• Risks related to adverse legislative or regulatory tax changes
• Risks related to our REIT distribution requirements
• Risks that our Operating Partnership could be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes
• Risks that stockholders may be restricted from acquiring or transferring certain amounts of our stock
• Risks that 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
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.
The COVID-19 pandemic has materially adversely affected and may continue to materially adversely affect our financial position and results of
operations. We are unable to predict when restrictive regulatory measures may be reduced or eliminated, if or when our guests will return to their pre-pandemic
travel patterns, or how quickly our operations will return to levels consistent with recent fiscal years after the restrictive measures are reduced or eliminated. See
additional risk factor discussion below related to the COVID-19 pandemic.
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, 2020, 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.
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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, which may be subject to restrictions related to our debt covenants.
Our ability to acquire hotels on satisfactory terms or at all is subject to the following significant risks:
•
•
•
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.
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;
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of hotels, into our existing operations;
and
the negative effect of the COVID-19 pandemic on our financial performance and the uncertainty related to the recovery of our business more in-line
with our long-term performance.
•
•
•
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.
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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 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.
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The management of a large number of hotels in our portfolio is currently concentrated with one hotel management company.
As of December 31, 2020, Aimbridge Hospitality (“Aimbridge”) or its affiliates managed 33 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.
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 TRS lessees and our hotel management
companies maintain our franchisors’ standards. Failure by us, our TRS lessees 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.
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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 revolving 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 revolving
credit and term loan facilities. 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).
A substantial level of indebtedness could have adverse consequences for our business, results of operations and financial position because it could, among
other things:
•
•
•
•
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 Senior 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 Senior Credit Facility, there can be no assurance that our 2018 Senior Credit Facility will
be available to repay such maturing debt, as draws under our 2018 Senior 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.
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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:
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;
•
•
•
• make certain investments in hotel or other assets;
•
• make certain expenditures, including capital expenditures;
pay dividends on or repurchase our capital stock; and
•
enter into certain transactions with affiliates.
•
enter into, terminate or modify leases for our hotels and hotel management and franchise agreements;
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.
Secured 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 or equity pledges.
All of our long-term debt existing as of December 31, 2020 is secured by mortgages on our hotel properties and related assets or pledges of the equity in
our hotel-ownership and TRS lessee subsidiaries or both. Incurring mortgages, equity pledges 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 or of
the entities whose equity is pledged to secure such loans, which would include a loss of all of such entity's assets. 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 or other secured
indebtedness on the hotels and entities in our portfolio or hotels and entities that we acquire in the future. Any default under any one of our secured 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.
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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 is likely to 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 “Part II — Item 7A. — Quantitative and Qualitative Disclosures about Market Risk.”
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
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, 2020, 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, 2020, our interest rate swaps were in a liability
position totaling $30.9 million (see "Part II – Item 8. – Financial Statements and Supplementary Data – 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.
Effective January 15, 2021, our Board of Directors appointed our Chief Financial Officer, Jon Stanner, as President and Chief Executive Officer of the
Company. Our current Chairman and former President and Chief Executive Officer, Daniel P. Hansen, transitioned to the role of Executive Chairman of the Board
effective January 15, 2021. We are currently engaged in a search for a qualified individual to fill the role of Chief Financial Officer for the Company. Any delay or
significant disruption in the transition of these roles could have an adverse effect on our operations or financial performance.
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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 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.
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.
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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, 2020, 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.
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 and in certain cases are demanding
changes to work rules or conditions that are potentially more costly to owners. 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.
Risks Related to the Lodging Industry
The outbreak of any 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 any highly infectious or contagious diseases, such as
COVID-19, 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 we could experience a material adverse effect on our business, financial
condition, results of operations and cash flows. The COVID-19 pandemic has had a material adverse effect on our operations and financial performance.
Management cannot predict the extent to which disruptions in travel as a result of infectious disease outbreaks, such as COVID-19, will continue to have a material
adverse effect on our business, financial condition, results of operations and cash flows.
The novel coronavirus (COVID-19) pandemic has disrupted and may further disrupt our business, which could further materially adversely affect our
operations, financial position and results of operations.
The COVID-19 pandemic has materially adversely affected and may continue to materially adversely affect our financial position and results of
operations. The extent to which the COVID-19 pandemic will affect our business, liquidity, financial condition, and results of operations, will depend on numerous
evolving factors that we may not be able to accurately
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predict or assess, including the duration and scope of the pandemic; the negative effect on the domestic and global economies; the short and long-term effects on
the demand for guestrooms and levels of consumer confidence; the short and long-term effects on business travel or group demand for guestrooms; our ability to
successfully mitigate the effects caused by the pandemic; government action, including restrictions on travel; increased unemployment; and reductions in business
and consumer discretionary spending. Even if COVID-19 does not continue to spread significantly, the perceived risk of infection or health risk may adversely
affect consumer confidence, which will adversely affect our business, liquidity, financial condition and results of operations. We have been and could continue to
be adversely affected by government restrictions on public gatherings, shelter-in-place orders and government-mandated or voluntary temporary suspension of
operations of certain of our properties. We are unable to predict when restrictive measures may be reduced or eliminated or how quickly our operations will return
to levels consistent with recent fiscal years after the restrictive measures are reduced or eliminated.
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 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 or terrorism,
environmental uncertainties, or outbreaks of highly infectious diseases or pandemics, such as COVID-19.
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. Our hotels are also subject to regulations intended to address
the risk of highly infectious diseases, such as COVID-19, which can restrict certain hotel activities and result in increased costs. 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.
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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.
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
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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.
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
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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.
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.
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 limitations imposed by our credit facilities, 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 Senior 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
Senior Credit Facility to pay distributions, we would be more limited in our ability to execute our strategy of using our 2018 Senior 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.
The trading market for our stock may 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
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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 15, 2021, a total of 161,742 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:
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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, limits on our ability or the ability of certain of our subsidiaries to deduct interest expense from borrowings under Section 163(j) of the IRC, the effect
of non-deductible capital expenditures, the creation of reserves, 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. 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.
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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.
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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. Economic
challenges caused by the COVID-19 pandemic have resulted in the temporary suspension of operations of certain hotels and significantly reduced operations at the
hotels that have remained open for business. Most of our TRS lessees have been granted rent abatements for rent deficiencies in December of 2020. Subsequent to
December 31, 2020, prospective lease modifications are expected to be entered into with most of our TRS leases to reflect the current market conditions and better
enable the TRS lessees to manage their operations and cash flows at reduced levels. See further discussion below under “Part II – Item 7. – Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Management’s Actions in Response to the Effects of COVID-19 on Our Operations –
Modification of TRS Leases.” 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.
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.
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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.
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.
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Item 2. Properties.
Our Portfolio
A list of our hotel properties as of December 31, 2020 is included in the table below. According to current chain scales as defined by STR, as of
December 31, 2020, 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, 2020 is as follows:
Franchise/Brand
Location
STR Chain Scale
Number of
Guestrooms
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
Marriott
AC Hotel by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Courtyard by Marriott
Fairfield Inn & Suites by Marriott
Four Points by Sheraton
Marriott
Residence Inn by Marriott
Residence Inn by Marriott
Residence Inn by Marriott
Residence Inn by Marriott
Residence Inn by Marriott
Residence Inn by Marriott
Residence Inn by Marriott
Residence Inn by Marriott
Residence Inn by Marriott
Residence Inn by Marriott
Residence Inn by Marriott
SpringHill Suites by Marriott
SpringHill Suites by Marriott
SpringHill Suites by Marriott
SpringHill Suites by Marriott
SpringHill Suites by Marriott
(2)(3)
(2)
(1)
(4)
(1)
(1)
(1)
(1)
(1)
(4)
(1)
(1)
(1)
(1)
(2)
(1)
(1)
(1)
(2)
Total Marriott (35 hotel properties)
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
34
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upper-midscale
Upscale
Upper-upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
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
Location
STR Chain Scale
Number of
Guestrooms
(2)
(1)(3)
(1)
(1)
(1)
(1)
(4)
(1)
Hilton
DoubleTree
Hampton Inn & Suites
Hampton Inn & Suites
Hampton Inn & Suites
Hampton Inn & Suites
Hampton Inn & Suites
Hampton Inn & Suites
Hampton Inn & Suites
Hilton Garden Inn
Hilton Garden Inn
Hilton Garden Inn
Hilton Garden Inn
Hilton Garden Inn
Hilton Garden Inn
Hilton Garden Inn
Homewood Suites
Homewood Suites
(1)(3)
(1)
(1)
(1)
(1)
(4)
(4)
(1)
(1)
Total Hilton (17 hotel properties)
(1)
(1)
(2)
(1)
(2)
(2)
Hyatt
Hyatt House
Hyatt House
Hyatt House
Hyatt Place
(1)
Hyatt Place
Hyatt Place
Hyatt Place
Hyatt Place
Hyatt Place
Hyatt Place
Hyatt Place
Hyatt Place
Hyatt Place
Hyatt Place
Hyatt Place
Hyatt Place
(2)
(1)
(2)
(2)
(2)
(2)
(2)
(2)
(1)(3)
Total Hyatt (16 hotel properties)
IHG
Holiday Inn Express & Suites
Holiday Inn Express & Suites
Hotel Indigo
Staybridge Suites
(1)
(1)
(1)
(1)
Total IHG (4 hotel properties)
Total Portfolio (72 hotel properties)
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 (Portland Airport/Cascade Station), OR
Denver (Lone Tree), CO
Phoenix (Scottsdale), AZ
Denver (Englewood), CO
Chicago (Hoffman Estates), IL
Baltimore (Owing Mills), MD
Long Island (Garden City), NY
Upscale
Upper-midscale
Upper-midscale
Upper-midscale
Upper-midscale
Upper-midscale
Upper-midscale
Upper-midscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
Upscale
San Francisco, CA
Minneapolis (Minnetonka), MN
Asheville, NC
Denver (Glendale), CO
Upper-midscale
Upper-midscale
Upper-upscale
Upscale
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 included in our borrowing base for our senior revolving credit and term loan facilities at December 31, 2020.
(2) These hotel properties are subject to mortgage debt at December 31, 2020. For additional information concerning our mortgage debt and lenders, see "Part II – Item 7. – Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Outstanding Indebtedness,” and "Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 –
Debt.”
(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.
35
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 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, 2020, 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 (Portland Airport at 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 $0.2 million for 2021 including performance based incentive rent. Annual rent is increased every five
years with the next adjustment coming in 2025.
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 $0.4 million for 2021 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.
Franchise Agreements
At December 31, 2020, 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.
36
Hotel Management Agreements
At December 31, 2020, 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
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.
White Lodging Services Corporation
American Liberty Hospitality, Inc.
InterContinental Hotel Group Resources, Inc., an affiliate of IHG
Crestline Hotels & Resorts, LLC
(1)(2)
Total
Number of
Properties
Number of
Guestrooms
33
15
9
7
4
2
1
1
72
5,133
2,164
1,312
1,176
791
372
252
88
11,288
(1) On October 25, 2019, Aimbridge Hospitality announced that it had completed a merger with Interstate Hotels and Resorts.
(2) On January 5, 2021, we transitioned the property management of one property containing 203 guestrooms from an affiliate of Marriott to Aimbridge Hospitality.
Our typical hotel management agreement requires us to pay a base fee to our hotel manager calculated as a percentage of total 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.
37
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
PART II
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 15, 2021 was $9.69 per share.
Stockholder Information
As of February 15, 2021, our common stock was held of record by 289 holders and there were 105,708,787 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.
As a result of the negative financial effects of the COVID-19 pandemic on our business, we suspended the declaration and payment of dividends on our
common stock and operating partnership units as described below under “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Management’s Actions in Response to the Effects of COVID-19 on Our Operations – Financial Measures and Liquidity.” In addition, as a
result of the modification of our 2018 Senior Credit Facility, 2017 Term Loan (defined below) and 2018 Term Loan (defined below), we are restricted from
declaring and paying dividends on our common stock and operating partnership units, other than distributions required to maintain our REIT status, until such time
as the financial and other covenant waivers and adjustments under such facilities are no longer effective.
38
Item 6. Selected Financial Data.
The following information should be read in conjunction with “Part II – Item 7. – 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)
2020
2019
2018
2017
2016
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
Provision for credit losses
Loss on impairment and write-off of assets
Total expenses
(Loss) gain on disposal of assets, net
Operating (loss) income
Other income (expense):
Interest expense
Other income, net
Total other expense
(Loss) income from continuing operations before income taxes
Income tax (expense) benefit
Net (loss) income
Less: Loss (income) attributable to non-controlling interests:
Operating Partnership
Joint venture
Net (loss) income attributable to Summit Hotel Properties, Inc.
Preferred dividends
Premium on redemption of preferred stock
Net (loss) income attributable to common stockholders
(Loss) earnings per share:
Basic and diluted
Weighted average common shares outstanding:
Basic
Diluted
Dividends per share
Balance Sheet Data
Total assets
Debt
Total equity
215,506
6,444
12,513
234,463
53,784
5,416
96,506
44,691
6,276
109,619
20,985
—
4,821
1,759
343,857
(16)
(109,410)
(43,300)
4,841
(38,459)
(147,869)
(1,376)
(149,245)
271
5,635
(143,339)
(14,838)
—
(158,177)
(1.52)
104,141
104,141
0.18
2,233,019
1,094,745
1,052,063
$
$
$
$
$
$
$
505,342
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)
—
67,772
0.65
103,887
103,939
0.72
2,355,683
1,016,163
1,243,390
$
$
$
$
$
$
$
523,439
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)
70,973
0.68
103,623
103,842
0.72
2,222,297
958,712
1,192,144
$
$
$
$
$
$
$
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
0.79
99,406
99,780
0.67
2,209,874
868,236
1,277,376
$
$
$
$
$
$
$
443,270
19,777
10,888
473,935
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
(456)
—
107,805
(18,232)
(2,125)
87,448
1.00
86,874
87,343
0.55
1,718,505
652,414
1,013,470
$
$
$
$
$
$
$
39
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 changes
in gross domestic product, corporate profits, capital investments, employment and more recently, travel-related health and safety restrictions and concerns.
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. During the twelve months ended December 31, 2020, the global and U.S. economies, and the travel and lodging industries,
experienced a significant downturn as a result of the COVID-19 global pandemic, which is expected to continue until an effective vaccine is broadly distributed,
government restrictions are lifted, consumer confidence is restored and a recovery in hospitality and travel-related demand occurs.
Effects of COVID-19 Pandemic on Our Business
On January 30, 2020, the World Health Organization (“WHO”) declared a public health emergency of international concern related to a novel coronavirus
(“COVID-19”), and on March 11, 2020, the WHO declared COVID-19 to be a pandemic. By March 31, 2020, stay-at-home directives had been issued in many
states across the United States and many local jurisdictions had additionally required the temporary closure of businesses deemed to be non-essential.
The restrictions implemented in response to the COVID-19 pandemic have had a significant negative effect on the U.S. and global economies, including a
rapid and sharp decline in all forms of travel, both domestic and international, and a significant decline in hotel demand. These conditions have resulted in a
substantial decline in our revenues, profitability and cash flows from operations during the twelve months ended December 31, 2020 and are expected to continue
to materially adversely affect our operations and financial results until an effective vaccine is broadly distributed, government restrictions are lifted, consumer
confidence is restored and a recovery in hospitality and travel-related demand occurs. The COVID-19 pandemic has also led to a disruption and volatility of the
capital markets for the hospitality and travel-related industries, which could increase our cost of and limit accessibility to capital.
The COVID-19 pandemic caused the Company to temporarily suspend operations at six hotels containing 934 guestrooms in March 2020. An additional
nine hotels, containing 1,278 guestrooms, each of which is adjacent to another of our hotels ("Sister Properties"), continued to accept reservations, but guests were
directed to Sister Properties. In May of 2020, five hotels containing 682 guestrooms and four hotel properties adjacent to Sister Properties containing 506
guestrooms were re-opened. During the second half of 2020, three hotel properties adjacent to Sister Properties containing 430 guestrooms were re-opened. As of
December 31, 2020, only one hotel with 252 guestrooms still has suspended operations and guests at two other hotels containing 342 guestrooms are being directed
to Sister Properties.
The effects of the COVID-19 pandemic on our operations were the primary drivers of a 58.1% decline in RevPAR during the twelve months ended
December 31, 2020 in comparison to the twelve months ended December 31, 2019. Furthermore, our income from hotel operations declined from $199.6 million
during the twelve months ended December 31, 2019 to $27.8 million for the twelve months ended December 31, 2020. The COVID-19 pandemic is likely to
continue to materially adversely affect our operations and financial performance in 2021 and potentially beyond, until an effective vaccine is broadly distributed,
government restrictions are lifted, consumer confidence is restored and a recovery in hospitality and travel-related demand occurs. It is currently extremely difficult
to predict how long the adverse effects of the COVID-19 pandemic will continue, when an economic recovery will commence and the length of time it will take for
us to return to operational and financial performance that is consistent with past performance.
40
Management’s Actions in Response to the Effects of COVID-19 on Our Operations
We have taken the following actions to mitigate the negative effects of the COVID-19 pandemic on our consolidated financial position, results of
operations and cash flows:
Operational Adjustments
In response to the rapid decline in demand for room nights and loss of revenues as a result of the COVID-19 pandemic, we, along with our property
managers, evaluated each hotel in our portfolio to determine if market conditions warranted the temporary suspension of operations, and to adjust labor cost
structures for hotels that would continue to operate. Although the majority of our hotels have remained open, staffing levels have been significantly reduced to
levels that safely and effectively maintain reasonable accommodations for our guests. As such, our open hotels are generally operating with limited employees per
shift and a limited housekeeping staff that are performing all the essential hotel functions, including enhanced cleaning and disinfecting to mitigate the spread of
COVID-19.
Financial Measures and Liquidity
We have taken significant action to enhance our overall liquidity position in response to the COVID-19 pandemic’s effect on our financial position. The
following is a summary of certain measures that we have adopted in order to enhance our overall liquidity position:
• We further amended loan agreements of our 2018 Senior Credit Facility, 2017 Term Loan (defined below) and 2018 Term Loan (defined below) to
provide for financial covenant waivers through March 31, 2022, to obtain certain modifications to financial covenant measures through December 31,
2023 and to access the full borrowing capacity under our $400 million revolving credit facility (“$400 Million Revolver”) subject to certain conditions. At
February 15, 2021, we had $24.6 million of consolidated unrestricted cash on hand and an additional $380.0 million of undrawn availability on our $400
Million Revolver, as amended by the Third Amendment (as defined below). We have no debt maturing before November 2022.
• We completed the offering of $287.5 million of Convertible Notes in January 2021 and used a portion of the proceeds to repay the outstanding
borrowings under our $400 Million Revolver and to partially repay outstanding balances under our term loan obligations. These transactions ensured the
availability of sufficient capacity under the $400 Million Revolver to provide adequate liquidity should we experience a continued disruption in lodging
demand.
• We amended our joint venture credit agreement to provide for a financial covenant waiver through March 31, 2021, to modify certain financial covenant
measures through June 30, 2022, and to access additional availability to fund operating expense deficits and various capital expenditures.
• We suspended the declaration and payment of dividends on our common stock and operating partnership units beginning in the first quarter of 2020. This
conserves an additional $19.0 million of cash quarterly, or $75.0 million on an annualized basis.
• We postponed all non-essential capital improvement projects planned for 2020 beyond those already substantially complete and expect to continue to
postpone most non-essential capital improvement projects for the foreseeable future.
• We adopted comprehensive cost reduction initiatives, including the reduction of labor and temporary elimination of certain services and amenities, at all
hotels. Certain labor costs and services or amenities have been added back on a limited basis as improvements in occupancy levels have supported. As
described above, we temporarily suspended operations at certain hotels in response to specific government mandates or as the result of adverse market
conditions.
• We implemented a voluntary 25% temporary reduction of base salaries and fees, respectively, for executive officers and independent members of the
Board of Directors for a portion of 2020.
• We furloughed approximately 25% of the corporate-level staff in April 2020. Certain of the furloughed staff were reinstated during 2020 to meet specific
needs of the Company as supported by our operating performance, but the majority of the furloughed positions were permanently eliminated during the
third quarter.
• We implemented temporary salary reductions for the majority of our remaining non-executive employees for a portion of 2020.
• We implemented a temporary hiring freeze for any new corporate-level positions.
41
We are currently in compliance with all of our financial covenants under our various loan and mortgage agreements. We amended our loan agreements as
follows:
First, Second and Third Amendment to $600.0 Million Senior Credit Facility
On May 7, 2020, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the credit facility documentation as
a subsidiary guarantor entered into the First Amendment to Credit Agreement (the “First Amendment”) of the Operating Partnership’s 2018 Senior Credit Facility
with Deutsche Bank AG New York Branch, as administrative agent, and a syndicate of lenders. Such parties further amended the 2018 Senior Credit Facility on
January 6, 2021 by entering into the Second Amendment to Credit Agreement (the “Second Amendment”), and again on February 5, 2021 by entering into the
Third Amendment to Credit Agreement (the “Third Amendment,” collectively with the First Amendment, the “Credit Facility Amendments”).
The First Amendment provides that certain financial and other covenants under the 2018 Senior Credit Facility were waived or adjusted, for the periods
described below, with the further adjustments to such covenants made pursuant to the Third Amendment, as indicated below:
• Waivers of key financial and certain other covenants in the 2018 Senior Credit Facility for the period April 1, 2020 through March 31, 2021, which period
was extended through March 31, 2022; and
Beginning on April 1, 2022, adjustments to certain key financial covenants go into effect through December 31, 2022 including:
◦
◦
◦
Reduction of the Minimum Consolidated Fixed Charge Coverage Ratio;
Increase of the Maximum Unsecured Leverage Ratio; and
Reduction of the Minimum Unsecured Interest Coverage Ratio;
Increases to the Maximum Leverage Ratio, adjusting down beginning in the second quarter of 2022 and continuing through calendar year 2023.
•
•
The interest rate during the periods of the financial and covenant waivers and adjustments was set at Pricing Level VII in the First Amendment, and re-set
at Pricing Level VIII in the Third Amendment as defined in the 2018 Senior Credit Facility documents and Third Amendment, respectively.
The Credit Facility Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that
own all properties included in the unencumbered asset pool supporting the facility (“Unencumbered Properties”), as well as the equity interests in the TRS lessees
related to such Unencumbered Properties until the borrower meets certain conditions for their release.
The Second Amendment permitted the Company to make the Convertible Notes Offering, as described in “Part II – Item 7. – Management’s Discussion
and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
The First Amendment confirmed that the borrower may advance up to an additional $100 million on the existing revolving facility. Such provision was
revised in the Third Amendment to allow the borrower to advance up to an additional $350 million on the existing revolving facility. Furthermore, the Credit
Facility Amendments permit the borrower to advance an additional $50 million, in addition to the $100 million and $350 million advances described in the
preceding sentences, upon filing mortgages and related security agreements on all Unencumbered Properties, with such security documents to be released upon the
borrower meeting certain conditions for their release.
The Third Amendment revises the restrictions that were previously placed on certain investments in assets, equity offerings and securing of permitted
indebtedness to permit the borrower and Company to take such actions, provided that (i) portions of the proceeds from such events will be used to pay down the
balance of the 2018 Senior Credit Facility, the 2018 Term Loan (defined below) and 2017 Term Loan (defined below) in accordance with the terms of the Third
Amendment, and (ii) the borrower and Company comply with the other conditions to taking such actions, including maintaining a minimum of $150 million in
liquidity.
Certain other typical limitations and conditions for credit facilities of this nature were included among the provisions in the First Amendment including,
among other provisions, limitations on the use of revolving facility advances, certain restrictions on payments of dividends and establishment of a minimum
liquidity requirement.
42
Third, Fourth, Fifth and Sixth Amendments to $225.0 Million 2018 Term Loan
The Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the credit facility documentation as a subsidiary
guarantor entered into the Third Amendment to the First Amended and Restated Credit Agreement (the “Third Term Amendment”), the Fourth Amendment to the
First Amended and Restated Credit Agreement (the "Fourth Term Amendment"), the Fifth Amendment to the First Amended and Restated Credit Agreement (the
"Fifth Term Amendment"), and the Sixth Amendment to the First Amended and Restated Credit Agreement (the "Sixth Term Amendment") of the Operating
Partnership’s $225 million 2018 term loan ( the "2018 Term Loan") with KeyBank National Association, as administrative agent, and a syndicate of lenders on
May 7, 2020, August 6, 2020, January 6, 2021 and February 5, 2021, respectively. The changes to the 2018 Term Loan effected by the Third Term Amendment,
Fifth Term Amendment and Sixth Term Amendment are substantially similar to the changes described above effected by the First Amendment, Second
Amendment and Third Amendment to the Company’s 2018 Senior Credit Facility.
Second, Third, Fourth and Fifth Amendments to $225.0 Million 2017 Term Loan
The Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the credit facility documentation as a subsidiary
guarantor entered into the Second Amendment to the Credit Agreement (the “Second 2017 Term Amendment”), the Third Amendment to the Credit Agreement
(the "Third 2017 Term Amendment"), the Fourth Amendment to the Credit Agreement (the "Fourth 2017 Term Amendment") and the Fifth Amendment to the
Credit Agreement (the "Fifth 2017 Term Amendment") of the Operating Partnership’s $225 million 2017 term loan (the "2017 Term Loan") with KeyBank
National Association, as administrative agent, and a syndicate of lenders on May 7, 2020, August 6, 2020, January 6, 2021 and February 5, 2021, respectively. The
changes to the 2017 Term Loan effected by the Second 2017 Term Amendment, Fourth 2017 Term Amendment and Fifth 2017 Term Amendment are substantially
similar to the changes described above effected by the First Amendment, Second Amendment and Third Amendment to the Company’s 2018 Senior Credit
Facility.
Second Amendment to $200 Million Joint Venture Credit Facility
On June 18, 2020, Summit JV MR 1, LLC (the "Borrower"), as borrower, Summit Hospitality JV, LP, as parent, and each party executing the credit
facility documentation as a subsidiary guarantor, entered into the Second Amendment to Credit Agreement (the “JV Second Amendment”) of the Borrower's $200
million senior credit facility (the "Joint Venture Credit Facility") with Bank of America, N.A., as administrative agent, BofA Securities, Inc., as sole lead arranger
and sole bookrunner, and a syndicate of lenders including Bank of America, N.A., KeyBank National Association, and Bank of Montreal, Chicago Branch.
Certain financial and other covenants under the Joint Venture Credit Facility were waived or adjusted, for the periods described below:
•
•
Temporary waivers of the Consolidated Fixed Charge Coverage Ratio covenant and certain other covenants in the Joint Venture Credit Facility for the
period June 18, 2020 until the date the Borrower is required to deliver to the lenders a compliance certificate for the period ending June 30, 2021
(“Covenant Waiver Period”); and
Adjustments to the Borrowing Base Coverage Ratio beginning on June 18, 2020, and adjusting up through June 30, 2022.
The JV Second Amendment confirmed that the Borrower may make additional advances on the existing revolving facility. Prior to the expiration of the
Covenant Waiver Period, advances are limited to the lesser of the aggregate facility amount and the aggregate Borrowing Base Asset Value multiplied by 55%, less
all outstanding advances. Upon the expiration of the Covenant Waiver Period, advances are limited to the lesser of the aggregate facility amount, the aggregate
Borrowing Base Asset Value multiplied by 55%, and the amount that would permit the Borrower to achieve the Borrowing Base Coverage Ratio then applicable,
less all outstanding advances.
Certain other typical limitations and conditions for credit facilities of this nature were included among the provisions in the JV Second Amendment
including, among other provisions, limitations on the use of revolving facility advances, certain restrictions on payments of dividends and limitations on
investments and dispositions.
We retain the right to opt out of certain additional restrictive covenants upon demonstration of compliance with the required financial covenants.
43
We expect that the operational, financial and liquidity measures that we have taken will allow us to meet our funding needs for at least the next twelve
months and beyond. However, there is substantial uncertainty as to how long the economic hardship caused by the COVID-19 pandemic will last and the timing
and rate of an economic recovery afterwards.
Use of FF&E Reserve Funds
On April 13, 2020, as a result of the COVID-19 pandemic, Marriott agreed to allow us to use $1.6 million of cash deposited in our restricted cash reserve
for replacement of furniture, fixtures and equipment ("FF&E Reserve Accounts") for seven of our Marriott-branded hotels managed by Marriott affiliates
(“Marriott Hotels”) to pay for the working capital needs of the respective hotels. In addition, Marriott released $8.9 million to us from the FF&E Reserve Accounts
(“Borrowed Reserve”) of the Marriott Hotels for general corporate purposes. The Borrowed Reserve must be replenished into the respective FF&E Reserve
Accounts in ten equal monthly installments beginning on the date that is twelve months prior to the next scheduled renovation date for each of the Marriott Hotels
(“Renovation Date”) or in a lump sum payment no later than sixty days prior to each respective Renovation Date. Furthermore, Marriott has suspended our
obligation to fund monthly FF&E reserves for the Marriott Hotels through December 31, 2021. We do not expect to replenish any of the Borrowed Reserve over
the next twelve months.
Tax Relief
The business tax provisions of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), which was signed into law on March 27, 2020,
include temporary changes to income and non-income-based tax laws. Some of the key income tax provisions include:
•
•
•
•
•
•
Eliminating the 80% of taxable income limitations by allowing corporate entities to fully utilize net operating loss (NOL) carryforwards to offset taxable
income in 2018, 2019, or 2020, and reinstating it for tax years after 2020;
Allowing NOLs generated in 2018, 2019, or 2020, to be carried back five years. Our TRSs generated net operating losses in 2020. As such, we expect a
$1.0 million future tax benefit from the NOL carry-back provisions provided in the CARES Act;
Increasing the net interest expense deduction limit to 50% of adjusted taxable income from 30% for the 2019 and 2020 tax years;
Allowing taxpayers with alternative minimum tax credits to claim a refund for the entire amount of the credit instead of recovering the credit through
refunds over a period of years, as required by the 2017 Tax Cut and Jobs Act;
Allowing entities to deduct more of their charitable cash contributions made during calendar year 2020 by increasing the taxable income limitation to 25%
from 10%; and
Providing for an employee retention tax credit to offset the employer's share of payroll taxes for the period between March 13, 2020 and December 31,
2020. The credit is calculated based on 50% of qualifying wages, capped at the first $10,000 of compensation. We submitted amended payroll tax filings
to recoup an anticipated credit of approximately $0.3 million.
The Consolidated Appropriations Act, 2021 signed into law on December 27, 2020 provided extended COVID-19 relief provisions and additional
economic stimulus. Key tax provisions in this legislation included:
•
•
•
Temporary allowance of a full deduction for business meals paid or incurred between December 31, 2020 and January 1, 2023.
An expansion of employee retention tax credit provided under the CARES Act for the period January 1, 2021 to June 30, 2021. The credit is calculated
based on 70% of qualifying wages, capped at $10,000 of compensation each of the first two quarters in 2021. We anticipate a credit of approximately $0.7
million in 2021.
An expansion of the charitable contribution provisions for corporations under the CARES Act.
Modification of TRS Leases
All of our hotels are leased by either our Operating Partnership or subsidiary REITs to our TRS lessees. Economic challenges caused by the COVID-19
pandemic have resulted in the temporary suspension of operations of certain hotels and significantly reduced operations at the hotels that have remained open for
business. Most of our TRS lessees have been granted rent abatements for rent deficiencies in December of 2020. Subsequent to December 31, 2020, prospective
lease modifications are expected to be entered into with most of our TRS lessees to reflect the current market conditions and better enable the TRS lessees to
manage their operations and cash flows at reduced levels. The deferral, abatement or modification of the rents
44
related to our TRS lessees has no effect on our consolidated financial position or results of operations. However, it may increase the income of our TRS lessees on
a stand-alone basis.
Health and Well-being
All of our hotels are licensed with national franchise brands and we have worked closely with our brand partners to develop and implement
comprehensive protocols for the safety and well-being of employees and guests. The health and safety procedures at our hotels are designed and have been
enhanced to address a broad spectrum of pathogens and viruses, including COVID-19, and include personal hygiene such as frequent and thorough hand-washing,
cleaning product specifications, availability of disinfecting products for our guests, and guestroom and common area cleaning procedures. Our hotels have
increased the frequency of cleaning throughout the hotels, with focused attention on high-touch areas such as entrances, public spaces, laundry rooms and staff
offices. Additionally, many of our hotels have implemented contactless guest check-in and check-out and modified grab-and-go food and beverage offerings.
Forward-looking Information and Use of Estimates
The full effects of the COVID-19 pandemic on our Company will depend on future developments, such as the ultimate duration and scope of the
outbreak, its effect on our customers, brands and business partners, the rate at which normal economic conditions, operations, and the demand for lodging resume,
and the magnitude of the recessionary conditions in any of our markets. Accordingly, the full effects on our Company cannot be determined at this time; however,
despite the uncertainty of the effects of the COVID-19 pandemic, we expect our full year 2021 results of operations to be adversely affected. While the potential
magnitude and duration of the business and economic effects of COVID-19 are uncertain, we believe that the nascent recovery in our business that began during
2020 will continue into the year ended December 31, 2021 and operating performance will improve gradually over a multi-year period before reaching prior peak
performance levels. We believe that a recovery in business conditions resulting in positive operating cash flows, together with cash on hand, and the current
availability under our credit facilities, will provide sufficient liquidity to fund operations for at least the next twelve months. There can be no assurance that the
assumptions used to evaluate the carrying amounts of our assets or to estimate our liquidity requirements will be correct. For additional information on the current
and potential future effects of the COVID-19 pandemic, please see "Part I – Item 1A. – Risk Factors."
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.
45
Hotel Property Portfolio Activity
We continuously evaluate alternatives to refine our portfolio to drive growth and create value. In the normal course of business, we evaluate opportunities
to acquire additional properties that meet our investment criteria and opportunities to recycle capital through the disposition of properties. As such, the composition
and size of our portfolio of properties may change materially over time. Significant changes to our portfolio of properties could have a material effect on our
Consolidated Financial Statements.
See “Part II – Item 8. – Financial Statements and Supplementary Data –Note 3 - Investment in Hotel Properties, net” to the Consolidated Financial
Statements for additional information concerning our asset acquisitions, development, and dispositions.
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.
As discussed above under “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management’s
Actions in Response to the Effects of COVID-19 on Our Operations – Operational Adjustments,” in response to the rapid decline in demand for room nights and
loss of revenues as a result of the COVID-19 pandemic, we, along with our property managers, evaluated each hotel in our portfolio to determine if market
conditions warranted the temporary suspension of operations, and to adjust labor cost structures for hotels that would continue to operate. Although the majority of
our hotels have remained open, staffing levels have been significantly reduced to levels that safely and effectively maintain reasonable accommodations for our
guests. As such, our open hotels are generally operating with limited employees per shift and a limited housekeeping staff that are performing all the essential hotel
functions, including enhanced cleaning and disinfecting to mitigate the spread of COVID-19.
46
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 2020 to 2019
The following table contains key operating metrics for our total portfolio and our same-store portfolio for 2020 compared with 2019 (dollars in thousands,
except ADR and RevPAR). We define same-store hotels as properties that we owned as of December 31, 2020 and that we have owned at all times since January
1, 2019.
2020
2019
Year-over-Year
Dollar Change
Year-over-Year
Percentage Change
Total
Portfolio
(72 hotels)
Same-Store
Portfolio
(67 hotels)
Total
Portfolio
(72 hotels)
Same-Store
Portfolio
(67 hotels)
Total
Portfolio
(72 hotels)
Same-Store
Portfolio
(67 hotels)
Total
Portfolio
(72 hotels)
Same-Store
Portfolio
(67 hotels)
$
$
$
$
$
$
215,506
6,444
12,513
234,463
53,784
5,416
96,506
155,706
43.3 %
120.36
52.16
$
$
$
$
$
$
196,138
6,118
11,546
213,802
49,827
5,047
89,406
144,280
43.0 %
118.83
51.09
$
$
$
$
$
$
505,342
23,785
20,221
549,348
112,244
18,552
158,181
288,977
78.5 %
158.45
124.35
$
$
$
$
$
$
480,169
22,839
19,503
522,511
106,253
17,534
148,864
272,651
78.6 %
159.62
125.41
$
$
$
$
$
$
(289,836)
(17,341)
(7,708)
(314,885)
(58,460)
(13,136)
(61,675)
(133,271)
n/a
(38.09)
(72.19)
$
$
$
$
$
$
(284,031)
(16,721)
(7,957)
(308,709)
(56,426)
(12,487)
(59,458)
(128,371)
n/a
(40.79)
(74.32)
(57.4) %
(72.9) %
(38.1) %
(57.3) %
(52.1) %
(70.8) %
(39.0) %
(46.1) %
(44.8) %
(24.0) %
(58.1) %
(59.2) %
(73.2) %
(40.8) %
(59.1) %
(53.1) %
(71.2) %
(39.9) %
(47.1) %
(45.3) %
(25.6) %
(59.3) %
Revenues:
Room
Food and beverage
Other
Total
Expenses:
Room
Food and beverage
Other hotel operating
expenses
Total
Occupancy
ADR
RevPAR
The total portfolio information above includes revenues and expenses from the five hotel properties that we acquired in 2019 (the “2019 Acquired
Hotels”) from the date of acquisition through December 31, 2020, 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. Additionally, the information does
not reflect a full twelve months of operations in 2019 for hotel properties sold during the period.
Changes from the year ended December 31, 2020 compared with the year ended December 31, 2019 were due to the following:
•
•
•
Revenues. The decline in total and same-store revenues was primarily due to a significant decline in occupancy as a result of the COVID-19 pandemic.
See "Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Effects of COVID-19 Pandemic on
Our Business" for further information.
RevPAR. The declines in RevPAR were primarily due to a significant decline in occupancy as a result of the COVID-19 pandemic. See "Part II – Item 7. –
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Effects of COVID-19 Pandemic on Our Business" for further
information.
Expenses. We have taken comprehensive cost reduction initiatives, including the reduction of labor and temporary elimination of certain services and
amenities, at all hotels which led to the significant decline in operating expenses.
47
The following table includes other consolidated income and expenses for 2020 compared with 2019 (dollars in thousands).
Property taxes, insurance and other
Management fees
Depreciation and amortization
Corporate general and administrative
Provision for credit losses
Loss on impairment and write-off of assets
(Loss) gain on disposal of assets, net
Interest expense
Other income, net
Income tax expense
For the Years Ended December 31,
2020
2019
Dollar Change
Percentage Change
$
$
44,691
6,276
109,619
20,985
4,821
1,759
(16)
43,300
4,841
1,376
44,220 $
16,575
99,445
23,622
—
2,521
45,418
41,030
5,472
1,500
471
(10,299)
10,174
(2,637)
4,821
(762)
(45,434)
2,270
(631)
(124)
1.1 %
(62.1)%
10.2 %
(11.2)%
100.0 %
(30.2)%
(100.0)%
5.5 %
(11.5)%
(8.3)%
Changes from the year ended December 31, 2020 compared with the year ended December 31, 2019 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
partially offset by a decline in property and business taxes.
• Management Fees. This decrease is primarily due to reduced consolidated revenues upon which management fees are based, as a result of the COVID-19
•
•
•
•
•
•
•
•
pandemic.
Depreciation and Amortization. This increase is due to incremental depreciation of $9.2 million associated with the hotels acquired in 2019 and an
increase in depreciation expense of $3.3 million for the same-store portfolio as a result of renovation completions, partially offset by a decrease in
depreciation expense of $2.3 million related to the hotel properties sold after December 31, 2018.
Corporate General and Administrative. This decline is primarily due to decreases in incentive and other compensation costs as a result of our
comprehensive cost reduction initiatives in response to the COVID-19 pandemic.
Provision for Credit Losses. We evaluated our notes receivable for potential credit losses by estimating the fair value of the collateral supporting each
note receivable at December 31, 2020 based on assumptions related to the expected future performance of the collateral assets and the resulting
anticipated net selling value of the assets at capitalization rates that are common for the asset class. During the twelve months ended December 31, 2020,
we recorded a Provision for credit losses of $4.8 million related to two mezzanine loans and our seller-financing loans due to the effects of the COVID-19
pandemic.
Loss on Impairment and Write-off of Assets. Due to the adverse effects of the COVID-19 pandemic, we evaluated our purchase options for impairment
during the year ended December 31, 2020. On the basis of our impairment evaluation, we recorded a Loss on impairment and write-off of assets of $0.8
million related to one of our purchase options. Additionally, we elected not to exercise one of our purchase options upon repayment of the related
mezzanine loan. As a result, we recorded an additional Loss on impairment and write-off of assets of $1.0 million. See "Part II – Item 8. – Financial
Statements and Supplementary Data – Note 10 – Fair Value Measurement" for further information. 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 independent third-
party appraisals and a purchase contract for the sale of one of the land parcels.
(Loss) gain on Disposal of Assets. This decrease is primarily due to the sale of ten hotels in 2019 for a net gain of $45.6 million.
Interest Expense. Interest expense increased as a result of increased borrowings, offset by declines in base interest rates.
Other Income. This decline is due to an increase in net casualty expense of $1.4 million and a reduction in interest income of $0.8 million. This decrease
was partially offset by a decline in debt transaction costs of $1.5 million. The decline in interest income was primarily due to the interest deferrals granted
to the mezzanine loan borrowers. See "Part II – Item 8. – Financial Statements and Supplementary Data – Note 4 – Investment in Real Estate Loans" for
further information.
Income Tax Expense/Benefit. In 2020, we recorded Income tax expense of $1.4 million which related to i) deferred tax expense of $2.0 million related to
the establishment of a valuation allowance on deferred tax assets of certain TRSs
48
which were in a 3-year cumulative loss position, ii) $1.0 million income tax benefit from federal net operating loss carrybacks, and iii) $0.4 million
income tax expense related to taxable income in our TRS entities. In 2019, we recorded income tax expense of $1.5 million primarily driven by the
taxable income of our TRS entities for the period.
For information about our key operating metrics and results of operations for the year ended 2019 compared to the year ended 2018, refer to "Part II –
Item 7. – Management's Discussion and Analysis of Financial Conditions and Results of Operations - Results of Operations" of the Company's Annual Report on
Form 10-K for the year ended December 31, 2019 filed with the SEC.
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.
49
The following is a reconciliation of our GAAP net income to FFO and AFFO for the years ended December 31, 2020, 2019 and 2018 (in thousands,
except per share/unit amounts):
Net (loss) income
Preferred dividends
Premium on redemption of preferred stock
Loss related to non-controlling interests in joint venture
Net (loss) income applicable to common shares and common units
Real estate-related depreciation
Loss on impairment and write-off of assets
Loss (gain) on disposal of assets, net
Provision for credit losses
Adjustments related to non-controlling interests 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
Debt transaction costs
Premium on redemption of preferred stock
Non-cash interest income
Non-cash lease expense, net
Casualty losses (recoveries), net
Increase in deferred tax asset valuation allowance
Adjustments related to non-controlling interests in consolidated joint venture
Other
AFFO applicable to common shares and common units
Weighted average diluted common shares/common units
(1)
FFO per common share/common unit
AFFO per common share/common unit
2020
2019
2018
$
$
$
$
(149,245) $
(14,838)
—
5,635
(158,448)
109,159
1,759
16
4,821
(5,949)
(48,642)
86
2,267
460
6,476
365
—
(2,848)
329
1,132
2,056
(341)
91
(38,569) $
104,320
(0.47) $
(0.37) $
82,348 $
(14,838)
—
419
67,929
99,013
2,521
(45,418)
—
(1,554)
122,491
127
1,485
432
6,219
1,892
—
(2,477)
494
(239)
—
(68)
—
130,356 $
104,363
1.17 $
1.25 $
91,126
(16,671)
(3,277)
—
71,178
100,545
1,075
(41,474)
—
—
131,324
712
1,973
468
6,665
401
3,277
(2,045)
—
(1,786)
—
—
—
140,989
104,315
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, 2020, AFFO applicable to common shares and common units declined $168.9 million over the prior year due to a
significant decline in revenue as a result of the COVID-19 pandemic. See "Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Effects of COVID-19 Pandemic on Our Business" for further information.
For information about our AFFO for the year ended 2019 compared to the year ended 2018, refer to "Part II – Item 7. – Management’s Discussion and
Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of the Company's Annual Report on Form 10-K for the year ended
December 31, 2019 filed with the SEC.
50
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.
51
The following is a reconciliation of our GAAP net income to EBITDAre for the years ended December 31, 2020, 2019 and 2018 (in thousands):
2018
2020
2019
Net (loss) income
Depreciation and amortization
Interest expense
Interest income
Income tax expense (benefit)
EBITDA
Loss on impairment and write-off of assets
Provision for credit losses
Loss (gain) on disposal of assets, net
EBITDAre
Amortization of lease-related intangible assets, net
Equity-based compensation
Debt transaction costs
Non-cash interest income
Non-cash lease expense, net
Casualty losses (recoveries), net
Loss related to non-controlling interests in joint venture
Adjustments related to non-controlling interests in consolidated joint venture
Other
Adjusted EBITDAre
$
$
(149,245) $
109,619
43,300
(145)
1,376
4,905
1,759
4,821
16
11,501
86
6,476
365
(2,848)
329
1,132
5,635
(8,353)
91
14,414 $
82,348 $
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)
—
185,263 $
91,126
101,013
41,944
(229)
(922)
232,932
1,075
—
(41,474)
192,533
712
6,665
401
(2,045)
—
(1,786)
—
—
—
196,480
During the year ended December 31, 2020, Adjusted EBITDAre decreased $170.8 million, or 92.2%, from the prior year primarily due to a significant
decline in revenue as a result of the COVID-19 pandemic. See "Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of
Operations - Effects of COVID-19 Pandemic on Our Business" for further information.
For information about our Adjusted EBITDAre for the year ended 2019 compared to the year ended 2018, refer to "Part II – Item 7. – Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" of the Company's Annual Report on Form 10-K for
the year ended December 31, 2019 filed with the SEC.
Liquidity and Capital Resources
The effects of the COVID-19 pandemic have adversely affected our financial position and cash flows from operations. The COVID-19 pandemic has also
significantly increased economic uncertainty and has led to disruption and volatility in the global capital markets, which could increase the cost of and limit
accessibility to capital. As such, our ability to raise capital through public or private offerings of our equity securities may be limited until capital markets recover
toward pre-pandemic levels. In addition, we have entered into modifications of our 2018 Senior Credit Facility, which restricts our ability to use advances on the
$400 Million Revolver for certain purposes, however, we continue to be able to access the $400 Million Revolver to fund operations, in addition to other items.
Additionally, certain factors may have an adverse effect on our ability to access capital sources, including our financial performance, 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.
Financing may not be available to us, or on terms that are attractive to us.
52
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 when declared. 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 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 currently have outstanding mezzanine loans on three real estate development projects to fund up to an aggregate of $54.6 million for the development
of four hotel properties. Two of the real estate development loans, which closed in the fourth quarter of 2017, are fully funded. Both have a stated interest rate of
8.0% and mature on March 5, 2021. We are currently in negotiations with the borrowers to extend, restructure, or obtain full or partial repayment of the
outstanding principal balance and related accrued interest. One of the real estate development loans, which closed in the third quarter of 2019, has $17.7 million
funded as of December 31, 2020, has $11.2 million remaining to be funded, and has a stated interest rate of 9.0% and a maturity date of May 15, 2022. As of
December 31, 2020, we have funded $43.5 million of our loan commitments. See "Part II – Item 8. – Financial Statements and Supplementary Data – Note 4 –
Investment in Real Estate Loans" for additional information concerning these loans and our rights to acquire ownership of the properties.
We evaluated our notes receivable for potential credit losses by estimating the fair value of the collateral supporting each note receivable at December 31,
2020 based on assumptions related to the expected future performance of the collateral assets and the resulting anticipated net selling value of the assets at
capitalization rates that are common for the asset class. Our current estimate of credit losses related to the real estate development loans of $2.6 million as a result
of the COVID-19 pandemic is recorded as an allowance for credit losses at December 31, 2020.
On January 7, 2021, we entered into an underwriting agreement pursuant to which the Company agreed to offer and sell $287.5 million aggregate
principal amount of the Company’s 1.50% convertible senior notes due 2026. The net proceeds from the Convertible Notes Offering, after deducting underwriting
discounts and commissions and estimated offering expenses payable by the Company (including net proceeds from the full exercise by the underwriters of their
over-allotment option to purchase additional Convertible Notes), were approximately $279.8 million before consideration of the Capped Call Transactions. These
proceeds were used to pay the cost of the Capped Call Transactions and to partially repay outstanding obligations under the 2018 Senior Credit Facility and 2017
Term Loan.
The Convertible Notes bear interest at a rate of 1.50% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning
on August 15, 2021. The Convertible Notes will mature on February 15, 2026 (the “Maturity Date”), unless earlier converted, purchased or redeemed. Prior to
February 15, 2026, the Convertible Notes will be convertible only upon certain circumstances and during certain periods. Prior to August 15, 2025, holders may
convert any of their Convertible Notes into shares of the Company’s common stock, at the applicable conversion rate at any time prior to the close of business on
the second scheduled trading day prior to the Maturity Date, unless the Convertible Notes have been previously purchased or redeemed by the Company.
The initial conversion rate of the Convertible Notes is 83.4028 shares of common stock per $1,000 principal amount of Convertible Notes, which is
equivalent to an initial conversion price of approximately $11.99 per share of common stock. The conversion rate is subject to adjustment in certain circumstances.
On January 7, 2021, in connection with the pricing of the Convertible Notes, and on January 8, 2021, in connection with the full exercise by the
Underwriters of their option to purchase additional Convertible Notes pursuant to the Underwriting Agreement, the Company entered into privately negotiated
capped call transactions with certain of the underwriters or their respective affiliates and another financial institution (the “Capped Call Counterparties”). The
Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of
shares of common stock underlying the Convertible Notes. The Capped Call Transactions are generally expected to reduce the potential dilution to holders of
shares of common stock upon conversion of the Convertible Notes or offset the potential cash
53
payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such
reduction or offset subject to a cap.
The effective strike price of the Capped Call Transactions is initially $15.26, which represents a premium of 75.0% over the last reported sale price of
the common stock on the New York Stock Exchange on January 7, 2021, and is subject to certain adjustments under the terms of the Capped Call transactions. See
“Part II - Item 8. – Financial Statements and Supplementary Data – Note 6 – Debt,” for additional information concerning the Convertible Notes, Convertible
Notes Offering and the Capped Call Transactions.
Outstanding Indebtedness
Subsequent to year-end, at February 15, 2021, we had loans of $210.0 million outstanding under our 2018 Senior Credit Facility, which included
borrowings of $200.0 million on our $200 Million Term Loan with the remainder on our $400 Million Revolver. Additionally, we had $126.5 million outstanding
on our 2017 Term Loan and $225.0 million outstanding on our 2018 Term Loan. Each of the credit facilities was supported by the 52 hotel properties included in
the credit facility borrowing base and a pledge of the equity securities in each of the entities which own one of the 52 hotel properties, and the respective TRS
lessees. We also had $287.5 million of Convertible Notes outstanding.
Subsequent to year-end, at February 15, 2021, our subsidiary joint venture had $142.5 million outstanding under our Joint Venture Credit Facility, which
included borrowings of $75.0 million on its $75 million term loan and $67.5 million on its $125 million revolving line of credit. 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 five hotel borrowing base assets, and the related
TRS entities, which wholly own the TRS lessees that lease each of the borrowing base assets.
At December 31, 2020, we have scheduled debt principal amortization payments during the next twelve months totaling $3.9 million and no debt
maturities. Currently, we have the capacity to pay these scheduled principal debt payments using cash on hand or availability on our $400 Million Revolver.
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
that 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. At December 31, 2020, no defaults existed under any of
the Company's loan agreements. On February 5, 2021, the Company entered into certain amendments of the 2018 Senior Credit Facility, the 2018 Term Loan and
the 2017 Term Loan that give us full access to the $400 Million Revolver, provide for financial covenant waivers through March 31, 2022, and modify certain
financial covenant measures through December 31, 2023.
Additionally, on June 18, 2020, we amended the Joint Venture Credit Facility to provide for a financial covenant waiver through March 31, 2021, to
modify certain financial covenant measures through June 30, 2022, and to access additional availability for operating expense deficits and various capital
expenditures.
There are currently no defaults under any of the Company's mortgage loan agreements.
See "Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 – Debt" for additional information concerning the loan amendments and
our financing arrangements.
54
A summary of our debt at December 31, 2020 is as follows (dollars in thousands):
Lender
$600 Million Senior Credit and Term Loan Facility
Deutsche Bank AG New York Branch
$400 Million Revolver
$200 Million Term Loan
(1)
Total Senior Credit and Term Loan Facility
(2)
Joint Venture Credit Facility
Bank of America, N.A.
$125 Million Revolver
$75 Million Term Loan
Total Joint Venture Credit Facility
(1)
Term Loans
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
2.40% Variable
2.35% Variable
2.40% Variable
2.35% Variable
2.45% Variable
2.15% Variable
4.46% Fixed
4.52% Fixed
4.30% Fixed
4.95% Fixed
4.44% Fixed
2.14% 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
$
155,000
200,000
355,000
67,500
75,000
142,500
225,000
225,000
19,039
19,520
18,852
33,947
46,172
8,224
8,224
$
153,978
1,101,478
(1) The $600 Million Senior Revolving Credit and Term Loan Facility and Term Loans are supported by a borrowing base of 52 unencumbered hotel properties and a pledge of the equity
securities of the entities that own and operate the 52 unencumbered hotels. On January 12, 2021, we closed the Convertible Notes Offering of $287.5 million, and used a portion of the
proceeds to repay all of the $160.0 million of outstanding obligations under the $400 Million Revolver and $98.5 million of the outstanding balance of the 2017 Term Loan.
(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, 2020, we funded $22.6 million in capital expenditures. We anticipate spending an estimated $20.0 million to $30.0
million in capital expenditures across our portfolio in 2021 assuming a reasonable recovery in lodging demand occurs throughout the year. We expect to fund these
expenditures through a combination of cash on hand, working capital, borrowings under our $400 Million Revolver, or other potential sources of capital, to the
extent available to us.
55
Cash Flow Analysis
The following table summarizes changes in cash flows for the years ended December 31, 2020 and December 31, 2019 (in thousands):
Net cash (used in) provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
Net change in cash, cash equivalents and restricted cash
For the Years Ended December 31,
2020
2019
Change
$
$
(42,052) $
(30,710)
41,825
(30,937) $
148,478 $
(182,164)
30,963
(2,723) $
(190,530)
151,454
10,862
(28,214)
•
•
•
Changes from the year ended December 31, 2020 compared to the year ended December 31, 2019 were due to the following:
Cash (used in) provided by operating activities. This decrease primarily resulted from a decrease in net income of $170.8 million, after adjusting for non-
cash items, such as depreciation and amortization and gains on the sale of assets, and net changes in working capital of $19.7 million primarily due to the
effects of the COVID-19 pandemic.
Cash used in investing activities. This reduction in cash used in investing activities is primarily due to acquisitions of hotel properties in 2019 of $282.6
million and a decline in capital expenditures of $36.6 million. These changes were partially offset by proceeds from asset dispositions of $165.7 million in
2019 and a contract termination payment for historical asset dispositions in 2020 of $2.2 million.
Cash provided by financing activities. This increase is primarily due to a reduction in dividends paid of $56.5 million and an increase in net borrowings of
$21.0 million, partially offset by a decline in contributions from joint venture partners of $68.1 million. Due to the effects of the COVID-19 pandemic on
the Company, we have suspended the declaration and payment of dividends on our Common Stock and operating partnership units.
For information about our consolidated cash flows for the year ended 2019 compared to the year ended 2018, refer to "Part II – Item 7. – Management's
Discussion and Analysis of Financial Conditions and Results of Operations – Cash Flow Analysis" of the Company's Annual Report on Form 10-K for the year
ended December 31, 2019 filed with the SEC.
56
Contractual Obligations
The following table outlines the timing of required payments related to our long-term debt and other contractual obligations at December 31, 2020 (in
thousands):
(1)
Debt obligations
Currently projected interest
Operating lease obligations
Purchase obligations
Total
(4)
(2)
(3)
Total
1,101,478 $
124,325
34,694
2,255
1,262,752 $
$
$
Less than
One Year
Payments Due By Period
One to Three
Years
Three to Five
Years
More than
Five Years
3,912 $
40,765
2,066
2,255
48,998 $
615,007 $
64,272
2,812
—
682,091 $
442,424 $
16,647
1,822
—
460,893 $
40,135
2,641
27,994
—
70,770
(1) Amounts shown include amortization of principal and debt maturities.
(2) Interest payments on our variable rate debt have been estimated using the interest rates in effect at December 31, 2020, after giving effect to our interest rate swaps.
(3) Amounts consist primarily of non-cancelable ground lease and corporate office lease obligations.
(4) This amount represents purchase orders and executed contracts for development or 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 "Part II – Item 8. – Financial Statements and Supplementary Data – Note 2 – Basis of Presentation and Significant Accounting Policies."
New Accounting Standards
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 did not have a material effect on our consolidated financial position or results of operations.
In January 2020, the FASB issued ASU No. 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures
(Topic 323), and Derivatives and Hedging (Topic 815), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and
investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted
for under Topic 815. The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method
of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or discontinuing the equity
method. ASU No. 2020-01 is effective for our fiscal year commencing on January 1, 2021, with early adoption permitted. The adoption of ASU No. 2020-01 did
not have a material effect on our consolidated financial position or results of operations.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848). ASU No. 2020-04 contains practical expedients for reference
rate reform related activities that affect debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as
reference rate reform activities occur. During 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments
of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the
corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to
evaluate the effect of the guidance and may apply other elections as applicable as additional changes in the market occur.
57
In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –
Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The objective of ASU No.
2020-06 is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial
instruments with characteristics of liabilities and equity.
The amendments in ASU No. 2020-06 reduce the number of accounting models for convertible debt instruments and convertible preferred stock. For
convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not
result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments
in ASU No. 2020-06 remove certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and
Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. The amendments also improve the guidance
related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts in an entity’s own equity.
ASU No. 2020-06 is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning
after December 15, 2020. We elected to adopt ASU No. 2020-06 effective January 1, 2021 in connection with our Convertible Notes Offering closed on January
12, 2021 as described in "Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 – Debt." In accordance with the provisions of ASU No. 2020-
06, we will account for the convertible notes issued in 2021 entirely as a liability and we will use the if-converted method for diluted share calculations.
See "Part II – Item 8. – Financial Statements and Supplementary Data – Note 2 – Basis of Presentation and Significant Accounting Policies."
Cybersecurity
The hospitality industry and certain of the major brand and franchise companies have recently experienced cybersecurity breaches. We are not aware of
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
Management and Board of Directors Transitions
Effective January 15, 2021, we implemented certain changes to the executive management team and the Board of Directors as described below. See “Part
III – Item 10. – Directors, Executive Officers and Corporate Governance.”
Debt Transactions
Amendment of 2018 Senior Credit Facility, 2018 Term Loan and 2017 Term Loan
On January 6, 2021, we entered into the Second Amendment, the Fourth 2017 Term Amendment and the Fifth Term Amendment which permitted the
Company to complete the Convertible Notes Offering as described in “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Management’s Actions in Response to the Effects of COVID-19 on Our Operations – Financial Measures and Liquidity.”
On February 5, 2021, we entered into the Third Amendment, the Fifth 2017 Term Amendment, and the Sixth Term Amendment as described in “Part II –
Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management’s Actions in Response to the Effects of COVID-
19 on Our Operations – Financial Measures and Liquidity.”
Convertible Notes Offering
On January 7, 2021, we entered into a Convertible Notes Offering to sell $287.5 million aggregate principal amount of the Company’s 1.50% convertible
senior notes due 2026 as described in “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and
Capital Resources.”
58
Capped Call Transactions
On January 7, 2021, we entered into Capped Call Transactions in connection with our Convertible Notes Offering as described in “Part II – Item 7. –
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”
Equity Transactions
On January 29, 2021, our Board of Directors declared cash dividends $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 26, 2021 to stockholders of record on
February 12, 2021.
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, 2020, 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
October 2, 2017
October 2, 2017
June 11, 2018
June 11, 2018
January 29, 2018
January 29, 2018
September 28, 2018
December 31, 2018
January 31, 2023
January 31, 2023
September 30, 2024
December 31, 2025
Notional Amount
December 31, 2020
$
$
100,000
100,000
75,000
125,000
400,000
At December 31, 2020, after giving effect to our interest rate derivative agreements, $545.8 million, or 49.5%, of our debt had fixed interest rates and $555.7
million, or 50.5%, had variable interest rates. 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. Taking into consideration our existing interest rate swaps an increase or
decrease in interest rates of 1.0% would decrease or increase, respectively, our cash flows by approximately $5.6 million per year.
As our fixed-rate debts mature, they will become subject to interest rate risk. At December 31, 2020, we have scheduled payments of principal on debt in
2021 totaling approximately $3.9 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-48 of this Annual Report on Form 10-K and
are incorporated by reference herein.
59
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
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, 2020. Based on that evaluation, our Chief Executive Officer
and our Chief Financial Officer concluded that, as of December 31, 2020, 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, 2020, 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, 2020.
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, 2020. This report is included in "Part II – Item 8. – Financial Statements and
Supplementary Data" 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, 2020.
Item 9B. Other Information.
None.
60
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 “2021 Proxy Statement”) for
the 2021 Annual Meeting of Stockholders.
On December 17, 2020, we announced the appointment of Jonathan P. Stanner to be President and Chief Executive Officer of the Company effective
January 15, 2021. Mr. Stanner previously served as our Executive Vice President, Chief Financial Officer and Treasurer since April 1, 2018 and served as our
Executive Vice President and Chief Investment Officer from April 17, 2017 through March 31, 2018. Our current Chairman and former President and Chief
Executive Officer, Daniel P. Hansen transitioned to the role of Executive Chairman of the Board effective January 15, 2021.
On December 17, 2020, the Board of Directors of the Company (the “Board”) adopted a resolution that increased the size of the Board from 6 to 7
members effective January 15, 2021 with Mr. Stanner being elected a Director to fill the newly created directorship.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to our 2021 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, 2020 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
Total
(2)
Number of Securities to
be Issued Upon Exercise
of Outstanding Options
Weighted Average
Exercise Price of
Outstanding Options
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(1)
235,000
235,000
$
$
9.75
9.75
1,286,883
1,286,883
(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, 2020:
March 1, 2020 - March 31, 2020
Period
Total
Total Shares
Purchased
Average Price
Paid Per Share
7.17
65,345 $
65,345
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
—
—
—
The other information required by this item is incorporated by reference to our 2021 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to our 2021 Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by reference to our 2021 Proxy Statement.
61
PART IV
Item 15. Exhibits and Financial Statement Schedules.
1. Financial Statements:
Included herein at pages F-1 through F-44
2. Financial Statement Schedules:
The following financial statement schedule is included herein at pages F-45 through F-48.
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:
62
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).
63
3.20
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
10.5
10.6
10.7
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).
Description of securities (Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed by Summit Hotel
Properties, Inc. on February 25, 2020).
Indenture, dated January 12, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as
trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on
January 12, 2021).
First Supplemental Indenture, dated January 12, 2021, between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Summit Hotel
Properties, Inc. on January 12, 2021).
Form of 1.50% Convertible Senior Notes Due 2026 of the Company (attached as Exhibit A to the First Supplemental
Indenture) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Summit Hotel Properties, Inc.
on January 12, 2021).
$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).
First Amendment to Credit Agreement dated May 7, 2020 among Summit Hotel OP, LP, as borrower, Summit Hotel
Properties, Inc., as parent guarantor, each party executing the credit facility documentation as a subsidiary guarantor,
Deutsche Bank AG New York Branch, as administrative agent, and the lenders party to the Credit Agreement (incorporated
by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on May 12, 2020).
$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, KeyBank 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).
Second Amendment to Credit Agreement dated May 7, 2020 among Summit Hotel OP, LP, as borrower, Summit Hotel
Properties, Inc., as parent guarantor, each party executing the credit facility documentation as a subsidiary guarantor,
KeyBank National Association, as administrative agent, and the lenders party to the Credit Agreement (incorporated by
reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on May 12, 2020).
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).
Third Amendment to the First Amended and Restated Credit Agreement dated May 7, 2020 among Summit Hotel OP, LP, as
borrower, Summit Hotel Properties, Inc., as parent guarantor, each party executing the credit facility documentation as a
subsidiary guarantor, KeyBank National Association, as administrative agent, and the lenders party to the Credit Agreement
(incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on May
12, 2020).
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).
64
10.8
10.9
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
10.24
10.25
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).
Amended and Restated Employment Agreement, dated December 16, 2020, between Summit Hotel Properties, Inc. and
Daniel P. Hansen (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed by Summit Hotel
Properties, Inc. on December 22, 2020).
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 December 17, 2020, between Summit Hotel Properties, Inc. and Jonathan P. Stanner
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on
December 22, 2020).
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).
65
10.26
10.27
10.28
10.29
21.1†
23.1†
31.1†
31.2†
32.1†
32.2†
Second Amendment to Credit Agreement dated June 18, 2020 among Summit JV MR 1, LLC, as borrower, Summit
Hospitality JV, LP, as parent guarantor, each party executing the credit facility documentation as a subsidiary guarantor,
Bank of America, N.A., as administrative agent, and the lenders party to the Credit Agreement (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on June 24, 2020).
Third Amendment to Credit Agreement dated February 5, 2021 among Summit Hotel OP, LP, as borrower, Summit Hotel
Properties, Inc., as parent guarantor, each party executing the credit facility documentation as a subsidiary guarantor,
Deutsche Bank AG New York Branch, as administrative agent, and the lenders party to the Credit Agreement
(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on
February 8, 2021).
Fifth Amendment to Credit Agreement dated February 5, 2021 among Summit Hotel OP, LP, as borrower, Summit Hotel
Properties, Inc., as parent guarantor, each party executing the credit facility documentation as a subsidiary guarantor,
KeyBank National Association, as administrative agent, and the lenders party to the Credit Agreement (incorporated by
reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 8, 2021).
Sixth Amendment to the First Amended and Restated Credit Agreement dated February 5, 2021 among Summit Hotel OP,
LP, as borrower, Summit Hotel Properties, Inc., as parent guarantor, each party executing the credit facility documentation
as a subsidiary guarantor, KeyBank National Association, as administrative agent, and the lenders party to the Credit
Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Summit Hotel
Properties, Inc. on February 8, 2021).
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
(1)
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
(1)
104
(1)
(1)
(1)
(1)
(1)
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, 2020
(formatted in Inline XBRL and contained in Exhibit 101).
* Management contract or compensatory plan or arrangement.
† Filed herewith
(1) Submitted electronically herewith
66
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 26, 2021
SUMMIT HOTEL PROPERTIES, INC. (registrant)
By:
/s/ Jonathan P. Stanner
Jonathan P. Stanner
President, Chief Executive Officer and Director
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
Executive Chairman of the Board of Directors
February 26, 2021
President, Chief Executive Officer and Director
(principal executive officer and principal financial officer)
Senior Vice President and Chief Accounting Officer
(principal accounting officer)
Director
Director
Director
Director
Director
67
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
SUMMIT HOTEL PROPERTIES, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Schedule III - Real Estate and Accumulated Depreciation
Page
F-2
F-5
F-6
F-7
F-8
F-9
F-10
F-45
F-1
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, 2020 and 2019, the related
consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31,
2020, 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, 2020 and 2019,
and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, 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, 2020, 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 26, 2021 expressed an unqualified opinion thereon.
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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be
communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the
account or disclosure to which it relates.
F-2
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 $2.1 billion at December 31, 2020. 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, and the assumed hold period, which can be
affected by future market or economic conditions.
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 and (2) undiscounted cash flows
for each identified property. 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,
testing the hold periods for each hotel property 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 and
assumed hold period 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.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2013.
Austin, Texas
February 26, 2021
F-3
To the Shareholders and the Board of Directors of Summit Hotel Properties, Inc.
Opinion on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
We have audited Summit Hotel Properties, Inc.’s internal control over financial reporting as of December 31, 2020, 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. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31,
2020, 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 the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in equity and
cash flows for each of the three years in the period ended December 31, 2020, 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 26, 2021 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 26, 2021
F-4
Summit Hotel Properties, Inc.
Consolidated Balance Sheets
(in thousands, except share amounts)
ASSETS
December 31,
2020
2019
Investment in hotel properties, net
Undeveloped land
Assets held for sale, net
Cash and cash equivalents
Restricted cash
Investment in real estate loans, net
Right-of-use assets, net
Trade receivables, net
Prepaid expenses and other
Deferred charges, net
Other assets
Total assets
Liabilities:
Debt, net of debt issuance costs
Lease liabilities, net
Accounts payable
Accrued expenses and other
Total liabilities
Commitments and contingencies (Note 11)
Equity:
LIABILITIES AND 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, 2020 and 2019 (aggregate liquidation
preference of $75,417 at December 31, 2020 and 2019)
6.25% Series E - 6,400,000 shares issued and outstanding at December 31, 2020 and 2019 (aggregate liquidation
preference of $160,861 at December 31, 2020 and 2019)
Common stock, $0.01 par value per share, 500,000,000 shares authorized, 105,708,787 and 105,169,515 shares
issued and outstanding at December 31, 2020 and 2019, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit and distributions in excess of 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-5
$
$
$
$
2,105,946 $
1,500
425
20,719
18,177
23,689
28,420
11,775
9,763
4,429
8,176
2,233,019 $
1,094,745 $
18,438
2,674
65,099
1,180,956
30
64
1,057
1,197,320
(30,716)
(179,013)
988,742
1,111
62,210
1,052,063
2,233,019 $
2,184,232
1,500
425
42,238
27,595
30,936
29,884
13,281
8,844
4,709
12,039
2,355,683
1,016,163
19,604
4,767
71,759
1,112,293
30
64
1,052
1,190,949
(16,034)
(2,283)
1,173,778
1,809
67,803
1,243,390
2,355,683
Summit Hotel Properties, Inc.
Consolidated Statements of Operations
(in thousands, except per share amounts)
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
Provision for credit losses
Loss on impairment and write-off of assets
Total expenses
(Loss) gain on disposal of assets, net
Operating (loss) income
Other income (expense):
Interest expense
Other income, net
Total other expense
(Loss) income from continuing operations before income taxes
Income tax (expense) benefit (Note 14)
Net (loss) income
Less: Loss (income) attributable to non-controlling interests:
Operating Partnership
Joint venture
Net (loss) income attributable to Summit Hotel Properties, Inc.
Preferred dividends
Premium on redemption of preferred stock
Net (loss) income attributable to common stockholders
(Loss) earnings per share:
Basic and diluted
Weighted average common shares outstanding:
Basic
Diluted
Dividends per common share
For the Years Ended December 31,
2019
2018
2020
215,506 $
6,444
12,513
234,463
505,342 $
23,785
20,221
549,348
53,784
5,416
96,506
44,691
6,276
109,619
20,985
4,821
1,759
343,857
(16)
(109,410)
(43,300)
4,841
(38,459)
(147,869)
(1,376)
(149,245)
271
5,635
(143,339)
(14,838)
—
(158,177) $
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)
—
67,772 $
523,439
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)
70,973
(1.52) $
0.65 $
0.68
104,141
104,141
103,887
103,939
0.18 $
0.72 $
103,623
103,842
0.72
$
$
$
$
See Notes to Consolidated Financial Statements
F-6
Summit Hotel Properties, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
Net (loss) income
Other comprehensive (loss) income, net of tax:
Changes in fair value of derivative financial instruments
Comprehensive (loss) income
Comprehensive loss (income) attributable to non-controlling interests:
Operating Partnership
Joint venture
Comprehensive (loss) income attributable to Summit Hotel Properties, Inc.
Preferred dividends
Premium on redemption of preferred stock
Comprehensive (loss) income attributable to common stockholders
For the Years Ended December 31,
2019
2018
2020
$
(149,245) $
82,348 $
91,126
(14,673)
(163,918)
296
5,635
(157,987)
(14,838)
—
$
(172,825) $
(14,596)
67,752
(123)
419
68,048
(14,838)
—
53,210 $
(2,900)
88,226
(197)
—
88,029
(16,671)
(3,277)
68,081
See Notes to Consolidated Financial Statements
F-7
Summit Hotel Properties, Inc.
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2020, 2019 and 2018
(in thousands, except share amounts)
Shares of
Preferred
Stock
Preferred
Stock
Shares of
Common
Stock
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
(Accumulated
Deficit and
Distributions
in Excess of
Retained
Earnings)
Accumulated
Other
Comprehensive
Income
(Loss)
Total
Shareholders’
Equity
Non-controlling
Interests
Operating
Partnership
Joint
Venture
Total
Equity
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
$
— $ 1,277,376
(3,400,000)
(34)
—
(3,277)
(85,000)
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
9,400,000
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
9,400,000
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 loss
—
—
—
—
—
—
—
—
Balance at December 31, 2020
9,400,000 $
—
—
—
—
—
—
—
94
—
—
—
—
—
—
—
—
94
—
—
—
—
—
—
—
—
94
64,126
—
619,775
(187,850)
—
—
—
—
1
—
6
(2)
—
—
—
(81,689)
576
—
6,640
(2,722)
(174)
—
—
104,783,179
1,048
1,185,310
—
50,244
—
410,432
(74,340)
—
—
—
—
1
—
4
(1)
—
—
—
—
475
—
6,201
(838)
(199)
—
—
105,169,515
1,052
1,190,949
—
47,279
—
557,338
(65,345)
—
—
—
—
—
—
6
(1)
—
—
—
—
410
—
6,459
(468)
(30)
—
—
—
—
—
—
—
—
(2,892)
—
(1,441)
—
(31)
—
—
—
—
(14,562)
—
(16,034)
—
(34)
—
—
—
—
(14,648)
—
—
(92,007)
—
—
—
—
90,921
4,838
577
(92,007)
6,646
(2,724)
(174)
(2,892)
90,921
1,189,849
2,295
—
(577)
(218)
19
—
—
(8)
205
—
—
—
—
—
—
—
—
—
(85,000)
—
(92,225)
6,665
(2,724)
(174)
(2,900)
91,126
1,192,144
—
—
—
68,712
68,712
—
(89,731)
—
—
—
—
82,610
(2,283)
445
(89,731)
6,205
(839)
(199)
(14,562)
82,610
(445)
(178)
14
—
—
(34)
157
—
(490)
—
—
—
—
(419)
—
(90,399)
6,219
(839)
(199)
(14,596)
82,348
1,173,778
1,809
67,803
1,243,390
—
—
—
(33,391)
—
—
—
—
(143,339)
376
(33,391)
6,465
(469)
(30)
(14,648)
(143,339)
—
(376)
(37)
11
—
—
(25)
(271)
622
—
(580)
—
622
—
(34,008)
6,476
—
—
—
(5,635)
(469)
(30)
(14,673)
(149,245)
105,708,787 $
1,057
$ 1,197,320 $
(30,716)
$
(179,013)
$
988,742
$
1,111
$
62,210 $ 1,052,063
See Notes to Consolidated Financial Statements
F-8
Summit Hotel Properties, Inc.
Consolidated Statements of Cash Flows
(in thousands)
OPERATING ACTIVITIES
Net (loss) income
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
For the Years Ended December 31,
2019
2020
2018
$
(149,245) $
82,348 $
91,126
Depreciation and amortization
Amortization of deferred financing costs
Loss on impairment and write-off of assets
Provision for credit losses
Equity-based compensation
Deferred tax asset, net
Loss (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
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
INVESTING ACTIVITIES
Acquisitions of hotel properties and land
Improvements to hotel properties
Investment in hotel properties under development
Proceeds from asset dispositions, net
Contract termination payment for asset disposition
Funding of real estate loans and related expenses
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
Redemption of preferred stock
Dividends paid
Proceeds from contribution by non-controlling interests in joint venture
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
109,619
2,267
1,759
4,821
6,476
2,056
16
(2,848)
365
384
1,286
(997)
(1,422)
(16,589)
(42,052)
—
(22,632)
—
—
(2,200)
(9,909)
4,031
(30,710)
202,500
(123,748)
—
(34,248)
622
(2,832)
(469)
41,825
(30,937)
99,445
1,485
2,521
—
6,219
(12)
(45,418)
(2,477)
1,892
469
511
552
(314)
1,257
148,478
(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)
$
$
$
$
$
69,833
38,896 $
40,927 $
(2,142) $
— $
(463) $
72,556
69,833 $
41,648 $
(4,856) $
— $
(229) $
101,013
1,973
1,075
—
6,665
(430)
(41,474)
(2,045)
401
770
2,787
(1,127)
(424)
1,341
161,651
(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
See Notes to Consolidated Financial Statements
F-9
SUMMIT HOTEL PROPERTIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 –– DESCRIPTION OF BUSINESS
General
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. 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, 2020, our
portfolio consisted of 72 hotels with a total of 11,288 guestrooms located in 23 states. At December 31, 2020, 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. 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”).
Risks and Uncertainties
The Company is subject to risks and uncertainties as a result of the effects of the novel coronavirus, designated as COVID-19 (“COVID-19”). The COVID-19
pandemic has had and will continue to have a material adverse effect on our operations. The Company first began to experience effects from COVID-19 in March
2020, when the World Health Organization (“WHO”) declared a public health emergency of international concern related to COVID-19. By March 31, 2020, stay-
at-home directives had been issued in many states across the United States and many local jurisdictions had additionally required the temporary closure of
businesses deemed to be non-essential.
These actions and restrictions have had a significant negative effect on the U.S. and global economies, including a rapid and sharp decline in all forms of travel,
both domestic and international, and a significant decline in hotel demand. These conditions have resulted in a substantial decline in our revenues, profitability and
cash flows from operations during the twelve months ended December 31, 2020 and are expected to continue to materially adversely affect our operations and
financial results until an effective vaccine is broadly distributed, government restrictions are lifted, consumer confidence is restored and a recovery in hospitality
and travel-related demand occurs. The COVID-19 pandemic has also led to a disruption and volatility of the capital markets for the hospitality and travel-related
industries, which could increase our cost of and limit accessibility to capital.
The COVID-19 pandemic caused the Company to temporarily suspend operations at six hotels containing 934 guestrooms in March 2020. An additional nine
hotels, containing 1,278 guestrooms, each of which is adjacent to another of our hotels ("Sister Properties"), continued to accept reservations, but guests were
directed to Sister Properties. In May of 2020, five hotels containing 682 guestrooms and four hotel properties adjacent to Sister Properties containing 506
guestrooms were re-opened. During the second half of 2020, three hotel properties adjacent to Sister Properties containing 430 guestrooms were re-opened. As of
December 31, 2020, only one hotel with 252 guestrooms still has suspended operations and guests at two other hotels containing 342 guestrooms are being directed
to Sister Properties.
The duration and severity of the effects of the COVID-19 pandemic are highly uncertain and difficult to predict. As such, the Company has taken several actions to
mitigate the effects of the COVID-19 pandemic on the Company, including the following:
•
•
Further amended loan agreements of our 2018 Senior Credit Facility, 2017 Term Loan and 2018 Term Loan (each defined below) to provide for financial
covenant waivers through March 31, 2022, to obtain certain modifications to financial covenant measures through December 31, 2023 and to access the
full borrowing capacity under our $400 million revolving credit facility ("$400 Million Revolver") subject to certain conditions. We have no debt
maturing before November 2022.
Completed the offering of $287.5 million of Convertible Notes (as defined in "Part II – Item 8. – Financial Statements and Supplementary Data – Note 6
– Debt") in January 2021 and used a portion of the proceeds to repay the outstanding borrowings under our $400 Million Revolver and to partially repay
outstanding balances under our term
F-10
loan obligations. These transactions ensured the availability of sufficient capacity under the $400 Million Revolver to provide adequate liquidity should
we experience a continued disruption in lodging demand.
Amended our joint venture credit agreement to provide for a financial covenant waiver through March 31, 2021, to modify certain financial covenant
measures through June 30, 2022, and to access additional availability to fund operating expense deficits and various capital expenditures.
Suspended the declaration and payment of dividends on our common stock and operating partnership units beginning in the first quarter of 2020. This
conserves an additional $19.0 million of cash quarterly, or $75.0 million on an annualized basis.
Postponed all non-essential capital improvement projects planned for 2020 beyond those already substantially complete and expect to continue to
postpone all non-essential capital improvement projects for the foreseeable future.
Adopted comprehensive cost reduction initiatives, including the reduction of labor and temporary elimination of certain services and amenities, at all
hotels. Certain labor costs and services or amenities have been added back on a limited basis as improvements in occupancy levels have supported. As
described above, we temporarily suspended operations at certain hotels in response to specific government mandates or as the result of adverse market
conditions.
Negotiated the temporary suspension of FF&E reserve funding requirements for certain of our hotels and facilitated the interim or permanent use of cash
deposited in our restricted cash reserve for replacement of furniture, fixtures and equipment ("FF&E Reserve Accounts") of certain of our hotels for
general working capital purposes.
Implemented a voluntary 25% temporary reduction of base salaries and fees, respectively, for executive officers and independent members of the Board
of Directors for a portion of 2020.
Furloughed approximately 25% of the corporate-level staff in April 2020. Certain of the furloughed staff were reinstated during 2020 to meet specific
needs of the Company as supported by our operating performance, but the majority of the furloughed positions were permanently eliminated during the
third quarter.
Implemented temporary salary reductions for the majority of our remaining non-executive employees for a portion of 2020.
Implemented a temporary hiring freeze for any new corporate-level positions.
•
•
•
•
•
•
•
•
•
It is currently extremely difficult to predict the length of time it will take for us to return to pre-pandemic operational and financial performance. Despite the
uncertainty, based on the actions we have taken, we believe we have sufficient cash and access to liquidity to meet our obligations for at least the next twelve
months and beyond.
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 "Part II – Item 8. – Financial Statements and Supplementary Data – Note 9 – Equity - Non-controlling Interests in Joint
Venture") in our accompanying Consolidated Financial Statements.
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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.
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 independent third-party 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 or
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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. Due to the adverse
effects of the COVID-19 pandemic across our entire portfolio of hotel properties, an impairment evaluation was completed for all our hotel properties and
identified no impairment at December 31, 2020.
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. Due to the effects of
the COVID-19 pandemic, we evaluated our intangible assets for impairment at December 31, 2020 and identified no impairment.
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.
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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 $0.4 million at December 31, 2020 and $0.2 million at December 31, 2019. Bad debt expense was $0.6
million, $0.5 million and $0.6 million for the years ended December 31, 2020, 2019 and 2018, 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.
Several of our hotels lease retail or restaurant space to third-party tenants. The majority of our third-party tenants requested rent deferrals to ease the negative
financial effects of the COVID-19 pandemic on their businesses. We have primarily negotiated rent deferrals with these tenants that defer rent for a specified
number of months and require repayment of the deferred rent over a negotiated period of time. We have adopted a policy that the deferrals are not a change in the
provisions of the lease. As such, we are accounting for the concessions using the rights and obligations of the existing lease and recognizing a short-term lease
receivable in the period that the cash payment is owed.
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, and 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. On January 1, 2020, we adopted ASU No. 2016-13, Financial Instruments -
Credit Losses (Topic 326), which requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected to
be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying
value at the amount expected to be collected on the financial asset. The measurement of expected credit losses is based on relevant information about past events,
including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We routinely
evaluate our notes receivable and interest receivables for collectability. Probable losses on notes receivable are recognized in a valuation account that is deducted
from the amortized cost basis of the notes receivable and recorded as Provision for credit losses in our Consolidated Statements of Operations. When we place
notes receivable on nonaccrual status, we suspend the recognition of interest income until cash interest payments are received. Generally, we return notes
receivable to accrual status when all delinquent interest becomes current and collectability of interest is reasonably assured. We do not measure an allowance for
credit losses for accrued interest receivable. Accrued interest receivable is written-off to bad debt expense when collection is not reasonably assured.
Deferred Charges, net
Initial franchise fees are capitalized and amortized over the term of the franchise agreement using the straight-line method.
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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 "Part II – Item 8. –
Financial Statements and Supplementary Data – Note 9 – Equity – Non-controlling Interest in Joint Venture" for further information).
Revenue Recognition
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.
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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.
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, subject to certain adjustments and
excluding any capital gain. 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 or our subsidiary REITs. 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. 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 consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax
assets is needed. Due to the effects of the COVID-19 pandemic, certain of our TRSs have incurred operating losses in the past and are expected to be in a
cumulative loss for the foreseeable future. As such, the realizability of our deferred tax assets at December 31, 2020 is not reasonably assured. Therefore, we have
recorded a valuation allowance against substantially all of our deferred tax assets at December 31, 2020.
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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.
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:
Cost approach:
Income approach:
Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
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 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
Our Consolidated Financial Statements are prepared in conformity with GAAP, which requires us to make estimates based on assumptions about current and, for
some estimates, future economic and market conditions that affect reported amounts and related disclosures in our Consolidated Financial Statements. Although
our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could materially differ from
our expectations, which could materially affect our consolidated financial position and results of operations. In particular, a number of estimates have been and will
continue to be affected by the ongoing COVID-19 pandemic.
New Accounting Standards
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 did not have a material effect on our consolidated financial position or results of operations.
In January 2020, the FASB issued ASU No. 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323),
and Derivatives and Hedging (Topic 815), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments
accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under
Topic 815. The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of
accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or discontinuing the equity
method. ASU No. 2020-01 is effective for our fiscal year commencing on January 1, 2021,
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with early adoption permitted. The adoption of ASU No. 2020-01 did not have a material effect on our consolidated financial position or results of operations.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848). ASU No. 2020-04 contains practical expedients for reference rate reform
related activities that affect debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference
rate reform activities occur. During 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of
effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the
corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to
evaluate the effect of the guidance and may apply other elections as applicable as additional changes in the market occur.
In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts
in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The objective of ASU No. 2020-06
is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with
characteristics of liabilities and equity.
The amendments in ASU No. 2020-06 reduce the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible
instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in
substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in ASU
No. 2020-06 remove certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—
Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. The amendments also improve the guidance related to the
disclosures and earnings-per-share (EPS) for convertible instruments and contracts in an entity’s own equity.
ASU No. 2020-06 is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after
December 15, 2020. We elected to adopt ASU No. 2020-06 effective January 1, 2021 in connection with our Convertible Notes Offering closed on January 12,
2021 as described in "Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 – Debt." In accordance with the provisions of ASU No. 2020-06,
we will account for the convertible notes issued in 2021 entirely as a liability and we will use the if-converted method for diluted share calculations.
NOTE 3 –– INVESTMENT IN HOTEL PROPERTIES, NET
Investment in Hotel Properties, net
Investment in hotel properties, net at December 31, 2020 and 2019 include (in thousands):
Land
Hotel buildings and improvements
Furniture, fixtures and equipment
Construction in progress
Intangible assets
Real estate development loan
Less - accumulated depreciation
2020
2019
$
$
319,603 $
2,066,986
173,351
8,903
11,231
16,508
2,596,582
(490,636)
2,105,946 $
319,603
2,049,384
173,128
9,388
11,231
5,485
2,568,219
(383,987)
2,184,232
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, 2020 and 2019 (See "Part II – Item 8. – Financial Statements and Supplementary Data – Note 4 – Investment in Real Estate Loans" for further
information).
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Depreciation expense was $109.2 million, $99.0 million, and $100.5 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Intangible assets included in Investment in hotel properties, net in our Consolidated Balance Sheets include the following (in thousands):
Weighted Average Amortization
Period (in Years)
2019
2020
(1)
Intangible assets:
Air rights
In-place lease agreements
Other
Less - accumulated amortization
Intangible assets, net
n/a $
1
n/a
$
10,754 $
397
80
11,231
(310)
10,921 $
10,754
397
80
11,231
(224)
11,007
(1) In conjunction with the acquisition of the Courtyard by Marriott - Charlotte, NC, the Company acquired certain air rights related to the hotel property.
Future amortization expense is expected to be as follows (in thousands):
2021
Hotel Property Acquisitions
Finite-Lived Intangible Assets
87
$
We did not acquire any hotel properties during 2020. Hotel property acquisitions in 2019 were as follows (in thousands):
Date Acquired
Year Ended December 31, 2019
August 6, 2019
October 8, 2019
Franchise/Brand
Location
Guestrooms
Purchase
Price
Hampton Inn & Suites
Portfolio Purchase - four properties
(1)
Silverthorne, CO
(1)
various
88
710
798
$
$
25,500
249,000
274,500
(2)
(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.
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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)
$
$
2019
44,868
219,410
12,995
1,103
278,376
(79)
278,297
(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.
All hotel purchases completed in 2019 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.
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, 2020 as if all such hotels had been owned by us
since January 1, 2019. For hotels acquired by us after January 1, 2019 (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, 2019 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, 2019 and December 31, 2020 (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, 2019 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, 2019. The unaudited pro forma amounts exclude the
gain or loss on the sale of hotel properties during the years ended December 31, 2020 and 2019. This information does not purport to be indicative of or represent
results of operations for future periods.
F-20
The unaudited condensed pro forma financial information for the 72 hotel properties owned at December 31, 2020 for the twelve months ended December 31, 2020
and 2019 is as follows (in thousands, except per share):
Revenues
Income from hotel operations
(1)
Net (loss) income
Net (loss) income attributable to common stockholders, net of amount allocated to
participating securities and non-controlling interests
(2)
Basic and diluted net (loss) income per share attributable to common stockholders
(2)
2020
2019
$
$
$
$
$
234,463 $
27,792 $
(149,399) $
(158,411) $
(1.52) $
572,262
215,372
57,909
33,671
0.32
(1) Unaudited pro forma amounts include depreciation expense, property tax expense, interest expense, income tax expense, loss on impairment of assets and corporate general and
administrative expenses totaling $214.0 million and $197.1 million for the twelve months ended December 31, 2020 and 2019, respectively.
(2) Unaudited pro forma amounts include depreciation expense, property tax expense, interest expense, income tax expense, loss on impairment of assets and corporate general and
administrative expenses totaling $204.9 million and $193.8 million for the twelve months ended December 31, 2020 and 2019, respectively.
Asset Sales
We did not sell any hotel properties in 2020. A summary of the dispositions in 2019 is as follows (dollars in thousands):
Disposition Date
Year Ended December 31, 2019
February 12, 2019
April 17, 2019
November 8, 2019
Total
Franchise/Brand
Location
Guestrooms
Gross Sales Price
Aggregate Gain,
net
Portfolio Sale - two properties
Portfolio Sale - six properties
Portfolio Sale - two properties
(1)
(2)
(3)
(1)
Charleston, WV
various
(2)
Birmingham, AL
(3)
130
815
225
1,170
$
$
11,600
135,000
21,800
168,400
$
$
4,163
36,626
4,857
45,646
(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.
(3) The portfolio included the Hilton Garden Inn in Birmingham (Lakeshore), AL and the Hilton Garden Inn in Birmingham (Liberty Park), AL.
F-21
Loss on Impairment and Write-off of Assets
During the year ended December 31, 2020, the Company recorded a charge to Loss on impairment and write-off of assets of $1.8 million on its purchase options
related to real estate development loans. See "Part II – Item 8. – Financial Statements and Supplementary Data – Note 10 – Fair Value Measurement" for further
information.
During the year ended December 31, 2020, one of the real estate development loans with a principal balance of $3.8 million was repaid in full as described in “Part
II – Item 8. – Financial Statements and Supplementary Data – Note 4 – Investment in Real Estate Loans.” As the Company elected not to exercise its purchase
option related to this development project, a Loss on impairment and write-off of assets of $1.0 million was recorded to write-off the carrying amount of the
purchase option.
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 an independent third-party 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 independent third-party appraisals and a purchase contract for the sale of one of the land parcels that is
expected to be completed in 2021.
NOTE 4 — INVESTMENT IN REAL ESTATE LOANS
Investment in real estate loans, net at December 31, 2020 and 2019 is as follows (in thousands):
Real estate loans
Unamortized discount
Allowance for credit losses
2020
2019
$
$
28,671 $
—
(4,982)
23,689 $
32,831
(1,895)
—
30,936
The amortized cost bases of our Investment in real estate loans, net approximate their fair value.
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. 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 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 $1.7 million and $2.1 million during the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, we
recorded a Loss on impairment of assets of $1.8 million related to two of the purchase options. See "Part II – Item 8. – Financial Statements and Supplementary
Data – Note 10 – Fair Value Measurement" for further information.
During the year ended December 31, 2020, one of the real estate development loans with a principal balance of $3.8 million was repaid in full. As the Company
elected not to exercise its purchase option related to this development project, a Loss on impairment and write-off of assets of $1.0 million was recorded to write-
off the carrying amount of the purchase option.
F-22
The COVID-19 pandemic has adversely affected the operations of the hotels that collateralize our mezzanine loans. As a result, our mezzanine borrowers have
requested, and we have granted, deferrals of interest payments through March 5, 2021. Therefore, we have suspended the recognition of interest income for these
loans until the cash interest payments are received. At December 31, 2020, the amortized cost basis of the two real estate development loans was $26.3 million and
we have recorded an allowance for credit losses of $2.6 million related to these loans. During the year ended December 31, 2020, we recorded interest income of
$0.5 million related to these loans and non-cash interest income of $1.4 million due to the amortization of the related discounts. We are currently in negotiations
with the borrowers to extend, restructure, or obtain full or partial repayment of the outstanding principal balance and related accrued interest. The current maturity
dates for the loans are March 5, 2021.
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%. In November 2020, we extended the maturity
date of the loan from February 15, 2022 to May 15, 2022. 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, 2020, we have funded $17.7 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 revolving 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, 2020. 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 years ended
December 31, 2020 and 2019, we amortized $1.1 million and $0.4 million, respectively, as non-cash interest income. Including the amortization of the contra-asset,
the current effective interest rate on this loan is approximately 13.8%.
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% that are further
collateralized by a personal guarantee from the principal of the borrower. As of December 31, 2020, there was $2.4 million outstanding on the seller-financing
loans. We are in negotiations with the borrower to secure repayment of the outstanding balance and unpaid interest on the loans. There can be no assurance that we
will be successful in our negotiations with the borrower such that we will be able to secure full repayment of the outstanding obligations. As such, we have
recorded an allowance for credit losses in an amount equal to the outstanding balance of the loans at December 31, 2020. Additionally, we have suspended the
recognition of interest income for these loans until the cash interest payments are received.
NOTE 5 — SUPPLEMENTAL BALANCE SHEET INFORMATION
Assets Held for Sale, net
Assets held for sale at December 31, 2020 and 2019 consists of a land parcel in Flagstaff, AZ, which is currently under contract for sale.
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 2021.
Restricted Cash
Restricted cash at December 31, 2020 and 2019 was as follows (in thousands):
FF&E reserves
Property taxes
Other
2020
2019
$
$
16,094 $
1,469
614
18,177 $
F-23
25,664
1,728
203
27,595
The Company maintains reserve funds for property taxes, insurance, capital expenditures and replacement or refurbishment of furniture, fixtures and equipment at
some of our hotel properties in accordance with management, franchise or mortgage loan agreements. These agreements generally require us to reserve cash
ranging from 2% to 5% of the revenues of the individual hotel in restricted cash escrow accounts. Any unused restricted cash balances revert to us upon the
termination of the underlying agreement or may be released to us from the restricted cash escrow accounts upon proof of expenditures and approval from the
lender or other party requiring the restricted cash reserves.
On April 13, 2020, as a result of the COVID-19 pandemic, Marriott International, Inc. (“Marriott”) agreed to allow us to use $1.6 million of cash deposited in
FF&E Reserve Accounts for seven of our Marriott-branded hotels managed by Marriott affiliates (“Marriott Hotels”) to pay for the working capital needs of the
respective hotels. In addition, Marriott released $8.9 million to us from the FF&E Reserve Accounts (“Borrowed Reserve”) of the Marriott Hotels for general
corporate purposes. The Borrowed Reserve must be replenished into the respective FF&E Reserve Accounts in ten equal monthly installments beginning on the
date that is twelve months prior to the next scheduled renovation date for each of the Marriott Hotels (“Renovation Date”) or in a lump sum payment no later than
sixty days prior to each respective Renovation Date. Furthermore, Marriott has suspended our obligation to fund monthly FF&E reserves for the Marriott Hotels
through December 31, 2021. We do not expect to replenish any of the Borrowed Reserve over the next twelve months.
Prepaid Expenses and Other
Prepaid expenses and other at December 31, 2020 and 2019 included the following (in thousands):
Prepaid insurance
Other
Prepaid taxes
Deferred Charges
2020
2019
$
$
4,123 $
3,018
2,622
9,763 $
3,501
3,311
2,032
8,844
Deferred charges at December 31, 2020 and 2019 were as follows (in thousands):
Initial franchise fees
Less - accumulated amortization
2020
2019
$
$
6,795 $
(2,366)
4,429 $
6,615
(1,906)
4,709
Amortization expense for the years ended December 31, 2020, 2019, and 2018 was $0.5 million, $0.4 million and $0.5 million, respectively.
Other Assets
Other assets at December 31, 2020 and 2019 included the following (in thousands):
Purchase options related to real estate loans
Other
Deferred tax asset, net
$
$
2020
2019
8,920
981
2,138
12,039
7,161 $
1,013
2
8,176 $
F-24
Accrued Expenses and Other
Accrued expenses and other at December 31, 2020 and 2019 included the following (in thousands):
Derivative financial instruments
Accrued property, sales and income taxes
Accrued salaries and benefits
Other accrued expenses at hotels
Other
Accrued interest
NOTE 6 –– DEBT
2020
2019
$
$
30,850 $
17,713
6,632
5,922
2,793
1,189
65,099 $
16,177
21,392
11,625
13,274
8,209
1,082
71,759
At December 31, 2020 and 2019, our indebtedness was comprised of borrowings under the 2018 Senior 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. The weighted average interest rate, after giving effect to our interest rate derivatives, for all borrowings was 3.43% and 3.95% at
December 31, 2020 and 2019, respectively.
$600 Million Senior 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 credit facility (the “2018 Senior Credit Facility”) with Deutsche Bank AG New York Branch, as administrative
agent, and a syndicate of lenders. The 2018 Senior Credit Facility is comprised of the $400 Million Revolver and a $200.0 million term loan facility (the “$200
Million Term Loan”). At December 31, 2020, we had $355.0 million borrowed and $165.0 million available to borrow plus an additional $50.0 million available to
borrow subject to certain security requirements to be provided to the lender.
First, Second and Third Amendment to $600.0 Million Senior Credit Facility
On May 7, 2020, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the credit facility documentation as a
subsidiary guarantor entered into the First Amendment to Credit Agreement (the “First Amendment”) of the 2018 Senior Credit Facility with Deutsche Bank AG
New York Branch, as administrative agent, and a syndicate of lenders. Such parties further amended the 2018 Senior Credit Facility on January 6, 2021 by entering
into the Second Amendment to Credit Agreement (the “Second Amendment”), and again on February 5, 2021 by entering into the Third Amendment to Credit
Agreement (the “Third Amendment,” collectively with the First Amendment, the “Credit Facility Amendments”).
The First Amendment provides that certain financial and other covenants under the 2018 Senior Credit Facility were waived or adjusted, for the periods described
below, with the further adjustments to such covenants made pursuant to the Third Amendment, as indicated below:
• Waivers of key financial and certain other covenants in the 2018 Senior Credit Facility for the period April 1, 2020 through March 31, 2021, which period
was extended through March 31, 2022; and
Beginning on April 1, 2022, adjustments to certain other key financial covenants go into effect through December 31, 2022 including:
◦
◦
◦
Reduction of the Minimum Consolidated Fixed Charge Coverage Ratio;
Increase of the Maximum Unsecured Leverage Ratio; and
Reduction of the Minimum Unsecured Interest Coverage Ratio;
Increases to the Maximum Leverage Ratio, adjusting down beginning in the second quarter of 2022 and continuing through calendar year 2023.
•
•
F-25
The interest rate during the periods of the financial and covenant waivers and adjustments was set at Pricing Level VII in the First Amendment, and re-set at
Pricing Level VIII in the Third Amendment as defined in the 2018 Senior Credit Facility documents and Third Amendment, respectively.
The Credit Facility Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own all
properties included in the unencumbered asset pool supporting the facility (“Unencumbered Properties”), as well as the equity interests in the TRS lessees related
to such Unencumbered Properties until the borrower meets certain conditions for their release.
On January 6, 2021, the borrower, the Company and the parties to the 2018 Senior Credit Facility entered into the Second Amendment which permitted the
Company to complete the Convertible Notes Offering (defined below).
The First Amendment confirmed that the borrower may advance up to an additional $100 million on the existing revolving facility. Such provision was revised in
the Third Amendment to allow the borrower to advance up to an additional $350 million on the existing revolving facility. Furthermore, the Credit Facility
Amendments permit the borrower to advance an additional $50 million, in addition to the $100 million and $350 million advances described in the preceding
sentences, upon filing mortgages and related security agreements on all Unencumbered Properties, with such security documents to be released upon the borrower
meeting certain conditions for their release.
The Third Amendment revises the restrictions that were previously placed on certain investments in assets, equity offerings and securing of permitted indebtedness
to permit the borrower and Company to take such actions, provided that (i) portions of the proceeds from such events will be used to pay down the balance of the
2018 Senior Credit Facility, the 2018 Term Loan (defined below) and 2017 Term Loan (defined below) in accordance with the terms of the Third Amendment, and
(ii) the borrower and Company comply with the other conditions to taking such actions, including maintaining a minimum of $150 million in liquidity.
Certain other typical limitations and conditions for credit facilities of this nature were included among the provisions in the First Amendment including, among
other provisions, limitations on the use of revolving facility advances, certain restrictions on payments of dividends and establishment of a minimum liquidity
requirement.
At December 31, 2020, we were in compliance with all financial covenants.
The 2018 Senior 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.
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 term loan (the “2018 Term Loan”) with KeyBank National Association, as administrative agent, and a
syndicate of lenders listed in the loan documentation, which is fully drawn as of December 31, 2020. 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.
Third, Fourth, Fifth and Sixth Amendments to $225.0 Million 2018 Term Loan
The Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the credit facility documentation as a subsidiary guarantor
entered into the Third Amendment to the First Amended and Restated Credit Agreement (the “Third Term Amendment”), the Fourth Amendment to the First
Amended and Restated Credit Agreement ("Fourth Term Amendment"), the Fifth Amendment to the First Amended and Restated Credit Agreement ("Fifth Term
Amendment"), and the Sixth Amendment to the First Amended and Restated Credit Agreement ("Sixth Term Amendment") of the Operating Partnership’s 2018
Term Loan with KeyBank National Association, as administrative agent, and a syndicate of lenders on May 7, 2020, August 6, 2020, January 6, 2021 and February
5, 2021 respectively. The changes to the 2018 Term Loan effected by the Third Term Amendment, Fifth Term Amendment and Sixth Term Amendment are
substantially similar to the changes described above effected by the First Amendment, Second Amendment and Third Amendment to the Company’s 2018 Senior
Credit Facility.
F-26
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 1.35% and 1.95%,
depending upon our leverage ratio (as defined in the loan documents). The pricing grid was modified under the Third Term Amendment and Fourth Term
Amendment such that during the Amendment Period the applicable margin will be set at Pricing Level VII, as defined in the 2018 Term Loan documents. We are
required to pay other fees, including customary arrangement and administrative fees. The interest rate at December 31, 2020 was 2.15%.
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. The Third Term Amendment and Sixth Term Amendment provide that certain financial and other covenants under the 2018 Term Loan were waived or
adjusted, which waivers and adjustments are the same as under the amendments to the Company’s 2018 Senior Credit Facility. At December 31, 2020, we were in
compliance with all financial covenants.
Unencumbered Assets. The Third Term Amendment requires the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the
entities that own the Unencumbered Properties, as well as the equity interests in the TRS lessees related to such Unencumbered Properties until the borrower meets
certain conditions for the release of such pledges. During the period that the pledges are in place, as well as at all other times during the term of the facility,
borrowings under the 2018 Term Loan are limited by the value of the Unencumbered Assets.
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 term loan (the "2017 Term Loan") with KeyBank National Association, as administrative agent, and a syndicate
of lenders listed in the loan documentation.
Second, Third, Fourth and Fifth Amendments to $225.0 Million 2017 Term Loan
The Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the credit facility documentation as a subsidiary guarantor
entered into the Second Amendment to the Credit Agreement (the “Second 2017 Term Amendment”), the Third Amendment to the Credit Agreement (the "Third
2017 Term Amendment"), the Fourth Amendment to the Credit Agreement (the "Fourth 2017 Term Amendment") and the Fifth Amendment to the Credit
Agreement (the "Fifth 2017 Term Amendment") of the Operating Partnership’s 2017 Term Loan with KeyBank National Association, as administrative agent, and
a syndicate of lenders on May 7, 2020, August 6, 2020, January 6, 2021 and February 5, 2021, respectively. The changes to the 2017 Term Loan effected by the
Second 2017 Term Amendment, Fourth 2017 Term Amendment and Fifth 2017 Term Amendment are substantially similar to the changes described above effected
by the First Amendment, Second Amendment and Third Amendment to the Company’s 2018 Senior Credit Facility.
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 2.25%,
depending upon our leverage ratio (as defined in the loan documents). The pricing grid was modified under the Second 2017 Term Amendment and Third 2017
Term Amendment such that during the Amendment Period the applicable margin will be set at Pricing Level VI, as defined in the 2017 Term Loan documents. We
are required to pay other fees, including customary arrangement and administrative fees. The interest rate at December 31, 2020 was 2.45%.
Financial and Other Covenants. We are required to comply with a series of financial and other covenants to draw and maintain borrowings under the 2017 Term
Loan. The Second 2017 Term Amendment and Fifth 2017 Term Amendment provide that certain financial and other covenants under the 2017 Term Loan were
waived or adjusted, which waivers and adjustments are the same as under the amendments to the Company’s 2018 Senior Credit Facility. At December 31, 2020,
we were in compliance with all financial covenants.
Unencumbered Assets. The Second 2017 Term Amendment requires the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests
in the entities that own the Unencumbered Properties, as well as the equity interests in the TRS lessees related to such Unencumbered Properties until the borrower
meets certain conditions for the release of such pledges. During the period that the pledges are in place, as well as at all other times during the term of the facility,
borrowings under the 2017 Term Loan are limited by the value of the Unencumbered Assets.
F-27
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 Parent is the joint venture including the Operating Partnership and an affiliate of GIC, Singapore's sovereign wealth fund. See "Part II – Item 8. – Financial
Statements and Supplementary Data – Note 9 – Equity – Non-controlling Interests in Joint Venture" for additional information. 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 consecutive 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. The applicable margin for a term loan advance shall be five
basis points less than revolving credit advances referenced above.
Second Amendment to $200 Million Joint Venture Credit Facility
On June 18, 2020, the Borrower, Summit Hospitality JV, LP, as parent, and each party executing the credit facility documentation as a subsidiary guarantor,
entered into the Second Amendment to Credit Agreement (the “JV Second Amendment”) of the Joint Venture Credit Facility with Bank of America, N.A., as
administrative agent, BofA Securities, Inc., as sole lead arranger and sole bookrunner, and a syndicate of lenders including Bank of America, N.A., KeyBank
National Association, and Bank of Montreal, Chicago Branch.
Certain financial and other covenants under the Joint Venture Credit Facility were waived or adjusted, for the periods described below:
•
•
Temporary waivers of the Consolidated Fixed Charge Coverage Ratio covenant and certain other covenants in the Joint Venture Credit Facility for the
period June 18, 2020 until the date the Borrower is required to deliver to the lenders a compliance certificate for the period ending June 30, 2021
(“Covenant Waiver Period”); and
Adjustments to the Borrowing Base Coverage Ratio beginning on June 18, 2020, and adjusting up through June 30, 2022.
The JV Second Amendment confirmed that the Borrower may make additional advances on the existing revolving facility. Prior to the expiration of the Covenant
Waiver Period, advances are limited to the lesser of the aggregate facility amount and the aggregate Borrowing Base Asset Value multiplied by 55%, less all
outstanding advances. Upon the expiration of the Covenant Waiver Period, advances are limited to the lesser of the aggregate facility amount, the aggregate
Borrowing Base Asset Value multiplied by 55%, and the amount that would permit the Borrower to achieve the Borrowing Base Coverage Ratio then applicable,
less all outstanding advances.
Certain other typical limitations and conditions for credit facilities of this nature were included among the provisions in the JV Second Amendment including,
among other provisions, limitations on the use of revolving facility advances, certain restrictions on payments of dividends and limitations on investments and
dispositions.
We retain the right to opt out of certain additional restrictive covenants upon demonstration of compliance with the required financial covenants.
At December 31, 2020, we were in compliance with all financial covenants.
F-28
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.
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. On May 1, 2020, MetaBank waived the annual minimum debt service covenant ratio
for the year ended December 31, 2020. The next covenant measurement date is December 31, 2021.
At December 31, 2020 and 2019 our outstanding indebtedness was as follows (in thousands):
Lender
$600 Million Senior Credit and Term Loan Facility
(1)
Deutsche Bank AG New York Branch
$400 Million Revolver
$200 Million Term Loan
Total Senior Credit and Term Loan Facility
Joint Venture Credit Facility
Bank of America, N.A.
$125 Million Revolver
(2)
$75 Million Term Loan
Total Joint Venture Credit Facility
(1)
Term Loans
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
Total Mortgage Loans
Total Debt
Unamortized debt issuance costs
Debt, net of issuance costs
Reference
Interest
Rate
Amortization Period
(Years)
Maturity Date
Number of
Properties
Encumbered
12/31/2020
Balance at
December 31,
2020
2019
2.40% Variable
2.35% Variable
2.40% Variable
2.35% Variable
2.45% Variable
2.15% Variable
4.46% Fixed
4.52% Fixed
4.30% Fixed
4.95% Fixed
4.44% Fixed
2.14% Variable
4.30% Fixed
(3)
(4)
(5)
(6)
(7)
(8)
(8)
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
$
$
155,000
200,000
355,000
75,000
200,000
275,000
67,500
75,000
142,500
65,000
75,000
140,000
225,000
225,000
225,000
225,000
19,039
19,520
18,852
33,947
46,172
8,224
8,224
19,510
19,992
19,323
34,695
47,226
8,490
8,490
153,978
1,101,478
(6,733)
157,726
1,022,726
(6,563)
$
1,094,745
$
1,016,163
(1) The $600 million Senior Revolving Credit and Term Loan Facility and Term Loans are supported by a borrowing base of 52 unencumbered hotel properties and a pledge of the equity
securities of the entities that own the 52 properties and their affiliates. On January 12, 2021, we closed the Convertible Notes Offering of $287.5 million and used a portion of the proceeds to
repay all of the $160.0 million of outstanding obligations under the $400 Million Revolver and $98.5 million of the outstanding balance of the 2017 Term Loan.
(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
F-29
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 in 2019 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.
(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.
There are currently no defaults under any of the Company's mortgage loan agreements.
Our total fixed-rate and variable-rate debt at December 31, 2020 and 2019, after giving effect to our interest rate derivatives, is as follows (in thousands):
Fixed-rate debt
Variable-rate debt
2020
Percentage
2019
Percentage
$
$
545,754
555,724
1,101,478
50 % $
50 %
$
549,236
473,490
1,022,726
54 %
46 %
Contractual principal payments for each of the next five years are as follows (in thousands):
2021
2022
2023
2024
2025
Thereafter
$
$
3,912
229,072
385,935
216,105
226,319
40,135
1,101,478
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
$
145,754 $
143,244 $
149,236 $
151,268 Level 2 - Market approach
2020
2019
Carrying
Value
Fair Value
Carrying
Value
Fair Value
Valuation Technique
At December 31, 2020 and 2019, 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 “Part II – Item 8. – Financial Statements and Supplementary Data – Note 8 –
Derivative Financial Instruments and Hedging.”
F-30
Convertible Senior Notes and Capped Call Options
On January 7, 2021, we entered into an underwriting agreement (the “Convertible Notes Offering”) pursuant to which the Company agreed to offer and sell
$287.5 million aggregate principal amount of the Company’s 1.50% convertible senior notes due 2026 (the “Convertible Notes). The net proceeds from the
Convertible Notes Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company (including net
proceeds from the full exercise by the underwriters of their over-allotment option to purchase additional Convertible Notes), were approximately $279.8 million
before consideration of the Capped Call Transactions (as defined below). These proceeds were used to pay the cost of the Capped Call Transactions and to partially
repay outstanding obligations under the 2018 Senior Credit Facility and 2017 Term Loan.
The Convertible Notes bear interest at a rate of 1.50% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August
15, 2021. The Convertible Notes will mature on February 15, 2026 (the “Maturity Date”), unless earlier converted, purchased or redeemed. Prior to February 15,
2026, the Convertible Notes will be convertible only upon certain circumstances and during certain periods. Prior to August 15, 2025, holders may convert any of
their Convertible Notes into shares of the Company’s common stock, at the applicable conversion rate at any time prior to the close of business on the second
scheduled trading day prior to the Maturity Date, unless the Convertible Notes have been previously purchased or redeemed by the Company.
The initial conversion rate of the Convertible Notes is 83.4028 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to
an initial conversion price of approximately $11.99 per share of common stock. The conversion rate is subject to adjustment in certain circumstances.
On January 7, 2021, in connection with the pricing of the Convertible Notes, and on January 8, 2021, in connection with the full exercise by the Underwriters of
their option to purchase additional Convertible Notes pursuant to the Underwriting Agreement, the Company entered into privately negotiated capped call
transactions (the “Capped Call Transactions”) with certain of the underwriters or their respective affiliates and another financial institution (the “Capped Call
Counterparties”). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible
Notes, the number of shares of common stock underlying the Convertible Notes. The Capped Call Transactions are generally expected to reduce the potential
dilution to holders of shares of common stock upon conversion of the Convertible Notes or offset the potential cash payments that the Company could be required
to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction or offset subject to a cap.
The effective strike price of the Capped Call Transactions is initially $15.26, which represents a premium of 75.0% over the last reported sale price of the common
stock on the New York Stock Exchange on January 7, 2021, and is subject to certain adjustments under the terms of the Capped Call transactions.
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 78 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. In
addition, we rent or sublease certain owned real estate to third parties. In 2020, 2019, and 2018, we recorded gross third party tenant income of $1.9 million, $2.2
million, and $1.7 million, respectively, which were recorded in Other income in the Consolidated Statements of Operations.
The majority of our third-party tenants requested rent deferrals to ease the negative financial effects of the COVID-19 pandemic on their businesses. We have
generally negotiated with these tenants and granted rent deferrals that defer rent for a specified number of months and require repayment of the deferred rent over a
negotiated period of time.
On January 1, 2019, the Company adopted ASC No. 842, Leases, and recognized right-of-use assets and related liabilities. The right-of-use assets and related
liabilities include renewal options reasonably certain to be exercised. We base our lease
F-31
calculations on our estimated incremental borrowing rate. As of December 31, 2020, our weighted average incremental borrowing rate was 4.9%.
In 2020, 2019, and 2018, the Company's total operating lease cost was $3.1 million, $3.3 million, and $3.6 million, respectively, and the operating cash outflows
from operating leases was $2.8 million, $3.0 million, and $3.6 million, respectively. As of December 31, 2020, 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, 2020 are as follows (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less imputed interest
(1)
Total
$
$
2,066
1,842
970
910
912
27,994
34,694
(16,256)
18,438
(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-32
Information about our derivative financial instruments at December 31, 2020 and 2019 is as follows (dollar amounts in thousands):
Contract date
Effective Date
Expiration Date
October 2, 2017
October 2, 2017
June 11, 2018
June 11, 2018
January 29, 2018
January 29, 2018
September 28, 2018
December 31, 2018
January 31, 2023
January 31, 2023
September 30, 2024
December 31, 2025
Average Annual
Effective Fixed
Rate
Notional Amount
Fair Value
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
1.98 % $
1.98 %
2.87 %
2.93 %
$
100,000
100,000
75,000
125,000
400,000
$
$
100,000
100,000
75,000
125,000
400,000
$
$
(3,831)
(3,853)
(7,371)
(15,795)
(30,850)
$
$
(1,316)
(1,350)
(4,389)
(9,122)
(16,177)
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, 2020 and 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. Our interest rate swaps are recorded in Accrued expenses and other in our Consolidated Balance Sheets. 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 are deferred in Other comprehensive income and are reclassified to Interest expense in our Consolidated
Statements of Operations in the period in which the hedged item affects earnings. In 2021, we estimate that an additional $9.3 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 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
$
$
$
2020
2019
2018
(22,090) $
(7,417) $
(15,327) $
(731) $
(3,050)
(150)
(43,300) $
(41,030) $
(41,944)
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 (the "Common 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.
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. To date, we have not sold any shares of our Common Stock under the 2017 ATM Program.
F-33
Changes in Common Stock during the years ended December 31, 2020 and 2019 were as follows:
Beginning common shares outstanding
Grants under the Equity Plan
Common Unit redemptions
Annual grants to independent directors
Performance share and other forfeitures
Shares retained for employee tax withholding requirements
Ending common shares outstanding
2020
2019
105,169,515
676,171
47,279
93,810
(212,643)
(65,345)
105,708,787
104,783,179
537,734
50,244
40,455
(167,757)
(74,340)
105,169,515
At December 31, 2020 and 2019, the Company had reserved 13,760,920 and 14,365,537 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").
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.
At December 31, 2020 and 2019, unaffiliated third parties owned 161,742 and 209,021, 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.
F-34
Non-controlling Interests 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, 2020, 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 REITs”). All of the hotels
owned by the joint venture are leased to taxable REIT subsidiaries of the Subsidiary REITs (“Subsidiary REIT TRSs”). To qualify as a REIT, the Master REIT
must meet all of the REIT requirements summarized under “Part II – Item 8. – Financial Statements and Supplementary Data – 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 interests in the joint venture as a component of equity in the Company’s Consolidated Balance Sheets. The portion of net income
allocated to the non-controlling interests is reported on the Company’s Consolidated Statements of Operations as net income attributable to non-controlling
interests of the joint venture.
F-35
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, 2020 and 2019. 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
Liabilities:
Interest rate swaps
Assets:
Purchase options related to real estate loans
Liabilities:
Interest rate swaps
$
$
Fair Value Measurement at December 31, 2020 using
Level 1
Level 2
Level 3
Total
— $
—
— $
7,161 $
30,850
—
Fair Value Measurement at December 31, 2019 using
Level 1
Level 2
Level 3
Total
— $
—
— $
8,920 $
16,177
—
7,161
30,850
8,920
16,177
Our purchase options related to real estate loans do not have readily determinable fair values. The original fair value of each purchase option was estimated using a
binomial lattice or Black-Scholes model. Due to the adverse effects of the COVID-19 pandemic, we evaluated our purchase options for impairment during the year
ended December 31, 2020. The fair value of each purchase option was estimated using the 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
Term
Expected volatility
Risk-free rate
Expected annualized equity dividend yield
Real Estate Loan 1
15,143
$
Real Estate Loan 2
17,377
$
Real Estate Loan 3
5,503
$
Real Estate Loan 4
37,800
$
(1)(2)
2.59
65.0 %
0.3 %
6.5 %
(1)(2)
2.68
55.0 %
0.3 %
7.5 %
(2)
2.67
55.0 %
0.3 %
17.1 %
(3)
1.42
55.0 %
0.2 %
— %
(1) The purchase option is currently exercisable.
(2) The option term is the period from April 1, 2020 through the fully extended maturity dates of the respective mezzanine loans.
(3) The option term is the period from April 1, 2020 through the date in which the development project is completed and the option becomes exercisable.
During the year ended December 31, 2020, we recorded a Loss on impairment and write-off of assets of $1.8 million as follows (dollar amounts in thousands):
Purchase option value at December 31, 2019
Loss on impairment and write-off of assets
Purchase option value at December 31, 2020
Real Estate Loan 1
2,382
$
(782)
1,600
$
Real Estate Loan 2
2,761
$
—
2,761
$
Real Estate Loan 3
977
$
(977)
—
$
(1)
Real Estate Loan 4
2,800
$
—
2,800
$
(1) Real estate loan 3 was repaid in full during the year ended December 31, 2020. As the Company elected not to exercise its purchase option, we have recorded a Loss on impairment and
write-off of assets of $1.0 million.
F-36
There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2020 or 2019.
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 2020, 2019, and 2018, we expensed fees related to our franchise agreements of $20.7 million, $47.8 million, and
$47.7 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 2020, 2019, and 2018, we expensed fees related to our hotel
management agreements of $6.3 million, $16.6 million, and $18.5 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, 2020, 2019 and 2018, we had 235,000 outstanding and exercisable stock options. At December 31, 2020, the stock options had a weighted
average exercise price of $9.75 and a weighted average contractual term of 0.2 years.
At December 31, 2020, the exercise price of our outstanding and exercisable stock options exceeded the market price of our Common Stock, resulting in no
intrinsic value. 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.
F-37
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 2020 and 2019:
Non-vested December 31, 2018
Granted
Vested
Forfeited
Non-vested December 31, 2019
Granted
Vested
Forfeited
Non-vested December 31, 2020
Number of Shares
Weighted Average
Grant Date Fair Value
per Share
Aggregate
Current Value
(in thousands)
370,152
235,407
(154,801)
(2,291)
448,467
299,562
(172,170)
(2,282)
573,577
$
$
13.40
11.32
12.82
12.65
12.51
8.47
13.31
8.64
10.18
$
5,168
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, 2020, 2019, and 2018, the total fair value of time-based restricted stock awards that vested was $2.3 million, $2.0 million
and $2.8 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 2020 and 2019:
Non-vested December 31, 2018
Granted
Vested
Forfeited
Non-vested December 31, 2019
Granted
Forfeited
Non-vested December 31, 2020
Number of Shares
Weighted Average
Grant Date Fair Value
per Share
Aggregate
Current Value
(in thousands)
708,227
302,327
(89,097)
(165,466)
755,991
376,609
(210,361)
922,239
$
$
14.75
12.81
13.77
13.77
14.31
9.38
17.13
11.65
$
8,309
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-38
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
Weighted average estimated fair value of performance-based
restricted stock awards
8.16 %
23.7 %
0.53 %
6.17 %
23.2 %
2.43 %
100,000
100,000
$
9.38
$
12.81
$
5.33 %
25.7 %
2.41 %
100,000
13.73
2020
2019
2018
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, 2020 and 2019, we granted 93,810 and 40,455 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.
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, 2020, 2019, and 2018 was as follows (in thousands):
Time-based restricted stock
Performance-based restricted stock
Director stock
2020
2019
2018
$
$
2,470 $
3,559
447
6,476 $
2,327 $
3,396
496
6,219 $
2,384
3,727
554
6,665
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.
Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $7.4 million at December 31, 2020 as follows (in
thousands):
Time-based restricted stock
Performance-based restricted stock
Total
2021
2022
2023
2024
$
$
3,140 $
4,242
7,382 $
1,855 $
2,654
4,509 $
1,037 $
1,392
2,429 $
232 $
196
428 $
16
—
16
F-39
NOTE 13 — BENEFIT PLANS
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, 2020, 2019 and 2018 was $0.3 million, $0.3 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. Due to the adverse effects of the COVID-19
pandemic, certain of our TRSs have incurred operating losses and are expected to be in a cumulative loss for the foreseeable future. As such, the realizability of our
deferred tax assets at December 31, 2020 is not reasonably assured. Therefore, we have recorded a valuation allowance against substantially all of our deferred tax
assets at December 31, 2020.
The components of income tax expense (benefit) for the years ended December 31, 2020, 2019, and 2018 are as follows (in thousands):
Current:
Federal
State and local
Deferred:
Federal
State and local
Income tax expense (benefit)
2020
2019
2018
$
$
(904) $
224
1,548
508
1,376 $
869 $
643
(32)
20
1,500 $
(67)
(425)
(279)
(151)
(922)
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
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
Change in valuation allowance
Income tax provision (benefit)
2020
2019
2018
$
$
(31,052) $
19,963
(3,079)
(16)
319
—
15,241
1,376 $
17,608 $
(16,996)
568
(6)
326
—
—
1,500 $
18,943
(19,073)
266
75
(184)
(949)
—
(922)
The Company evaluates its deferred tax assets each reporting period to determine if it is more-likely-than-not that those assets will be realized. In its evaluation, the
Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the Company’s
existing deferred tax assets. At December 31, 2020, certain TRSs had a three-year cumulative loss. As such, realizability of the Company's deferred tax assets is
not reasonably assured. Therefore, a valuation allowance of $15.2 million was recorded against the balance of deferred tax assets at December 31, 2020.
Deferred tax assets and liabilities are included within Other assets in the accompanying Consolidated Balance Sheets.
F-40
Significant components of our TRSs deferred tax assets (liabilities) are as follows (in thousands):
Tax carryforwards
Accrued expenses
Other
Valuation allowance
Net deferred tax assets
Gross deferred tax assets
Gross deferred tax liabilities
Valuation allowance
Net deferred tax assets
2020
2019
$
$
$
$
13,521 $
1,537
185
(15,241)
2 $
15,267 $
(24)
(15,241)
2 $
38
2,068
32
—
2,138
2,172
(34)
—
2,138
At December 31, 2020, our TRSs had federal net operating losses of $48.7 million which are not subject to expiration and state net operating losses of $50.8
million, which expire beginning in 2025. At December 31, 2020, Summit Hotel Properties Inc. and our Subsidiary REITs had federal net operating loss
carryforwards of $54.9 million and $1.9 million, respectively, which are not subject to expiration.
We had no unrecognized tax benefits at December 31, 2020 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, 2020. We have no material interest or penalties relating to unrecognized tax benefits
in the Consolidated Statements of Operations for the years ended December 31, 2020, 2019 or 2018 or in the Consolidated Balance Sheets as of December 31,
2020 or 2019.
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.
The business tax provisions of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), which was signed into law on March 27, 2020, include
temporary changes to income and non-income-based tax laws. Some of the key income tax provisions include:
•
•
•
•
•
•
Eliminating the 80% of taxable income limitations by allowing corporate entities to fully utilize net operating loss (NOL) carryforwards to offset taxable
income in 2018, 2019, or 2020, and reinstating it for tax years after 2020;
Allowing NOLs generated in 2018, 2019, or 2020, to be carried back five years. Our TRSs generated net operating losses in 2020. As such, we expect a
$1.0 million future tax benefit from the NOL carry-back provisions provided in the CARES Act;
Increasing the net interest expense deduction limit to 50% of adjusted taxable income from 30% for the 2019 and 2020 tax years;
Allowing taxpayers with alternative minimum tax credits to claim a refund for the entire amount of the credit instead of recovering the credit through
refunds over a period of years, as required by the 2017 Tax Cut and Jobs Act;
Allowing entities to deduct more of their charitable cash contributions made during calendar year 2020 by increasing the taxable income limitation to 25%
from 10%; and
Providing for an employee retention tax credit to offset the employer's share of payroll taxes for the period between March 13, 2020 and December 31,
2020. The credit is calculated based on 50% of qualifying wages, capped at the first $10,000 of compensation. We submitted amended payroll tax filings
to recoup a credit of approximately $0.3 million.
F-41
The Consolidated Appropriations Act, 2021 signed into law on December 27, 2020 provided extended COVID-19 relief provisions and additional economic
stimulus. Key tax provisions in this legislation included:
•
•
•
Temporary allowance of a full deduction for business meals paid or incurred between December 31, 2020 and January 1, 2023.
An expansion of employee retention tax credit provided under the CARES Act for the period January 1, 2021 to June 30, 2021. The credit is calculated
based on 70% of qualifying wages, capped at $10,000 of compensation each of the first two quarters in 2021. We anticipate a credit of approximately
$0.7 million in 2021.
An expansion of the charitable contribution provisions for corporations under the CARES Act.
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, 2020, 2019,
and 2018 distributions paid per share were characterized as follows (unaudited):
Common Stock
Ordinary income
Capital gain distributions
Return of capital
Total
Preferred Stock - Series C
Ordinary income
Total
Preferred Stock - Series D
Ordinary income
Capital gain distributions
Return of capital
Total
Preferred Stock - Series E
Ordinary income
Capital gain distributions
Return of capital
Total
2020
2019
2018
Amount
%
Amount
%
Amount
%
$
$
$
$
$
$
$
$
0.0944
—
0.0856
0.1800
—
—
0.4031
—
1.2094
1.6125
0.3906
—
1.1719
1.5625
52.46 % $
— %
47.54 %
100.00 % $
0.6132
0.1068
—
0.7200
85.16 % $
14.84 %
— %
100.00 % $
0.7200
—
—
0.7200
100.00 %
— %
— %
100.00 %
— % $
— % $
—
—
— % $
— % $
0.5393
0.5393
100.00 %
100.00 %
25.00 % $
— %
75.00 %
100.00 % $
25.00 % $
— %
75.00 %
100.00 % $
1.3732
0.2393
—
1.6125
1.3307
0.2318
—
1.5625
85.16 % $
14.84 %
— %
100.00 % $
85.16 % $
14.84 %
— %
100.00 % $
1.6125
—
—
1.6125
1.5625
—
—
1.5625
100.00 %
— %
— %
100.00 %
100.00 %
— %
— %
100.00 %
The common dividends that were taxable to our stockholders in 2020 were 52.46% ordinary income and 47.54% return of capital. The 2020 Preferred D and
Preferred E dividends were 25.0% ordinary income and 75.0% return of capital. The 2020 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 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.
F-42
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.
All outstanding stock options were included in the computation of diluted earnings per share for the years ended December 31, 2019 and 2018 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, 2020, 2019, and 2018, we had unvested performance-based restricted stock awards of 922,239 shares, 755,991 shares and 453,664
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 (loss) 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
Net (loss) income attributable to common stockholders, net of amount allocated to
participating securities
Denominator:
Weighted average common shares outstanding - basic
Dilutive effect of equity-based compensation awards
Weighted average common shares outstanding - diluted
(Loss) earnings per share:
Basic and diluted
2020
2019
2018
$
(149,245) $
(14,838)
—
(81)
271
5,635
82,348 $
(14,838)
—
(309)
(157)
419
91,126
(16,671)
(3,277)
(271)
(205)
—
$
(158,258) $
67,463 $
70,702
104,141
—
104,141
103,887
52
103,939
103,623
219
103,842
$
(1.52) $
0.65 $
0.68
NOTE 16 — SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for the years ended December 31, 2020 and 2019 are as follows (in thousands, except per share amounts):
Total revenues
Net loss
Net loss attributable to Summit Hotel Properties, Inc.
Loss per share:
Basic and diluted
2020
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
108,385 $
(16,214) $
(15,322) $
25,436 $
(52,548) $
(50,417) $
52,412 $
(35,775) $
(34,546) $
48,230
(44,708)
(43,054)
(0.18) $
(0.52) $
(0.37) $
(0.45)
$
$
$
$
F-43
Total revenues
Net income
Net income attributable to Summit Hotel Properties, Inc.
Earnings per share:
Basic and diluted
NOTE 17 — SUBSEQUENT EVENTS
Management and Board of Directors Transitions
2019
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
138,952 $
12,900 $
12,877 $
142,930 $
49,069 $
48,957 $
133,685 $
11,626 $
11,534 $
133,781
8,753
9,242
0.09 $
0.43 $
0.07 $
0.05
$
$
$
$
On December 17, 2020, we announced the appointment of Jonathan P. Stanner to be President and Chief Executive Officer of the Company effective January 15,
2021. Mr. Stanner previously served as our Executive Vice President, Chief Financial Officer and Treasurer since April 1, 2018 and served as our Executive Vice
President and Chief Investment Officer from April 17, 2017 through March 31, 2018. Our current Chairman and former President and Chief Executive Officer,
Daniel P. Hansen transitioned to the role of Executive Chairman of the Board effective January 15, 2021.
On December 17, 2020, the Board of Directors of the Company (the “Board”) adopted a resolution that increased the size of the Board from 6 to 7 members
effective January 15, 2021 with Mr. Stanner being elected a Director to fill the newly created directorship.
Debt Transactions
Amendment of 2018 Senior Credit Facility, 2018 Term Loan and 2017 Term Loan
On January 6, 2021, we entered into the Second Amendment, the Fourth 2017 Term Amendment and the Fifth Term Amendment which permitted the Company to
complete the Convertible Notes Offering as described in "Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 – Debt."
On February 5, 2021, we entered into the Third Amendment, the Fifth 2017 Term Amendment, and the Sixth Term Amendment as described in "Part II – Item 8. –
Financial Statements and Supplementary Data – Note 6 – Debt."
Convertible Notes Offering
On January 7, 2021, we entered into a Convertible Notes Offering to sell $287.5 million aggregate principal amount of the Company’s 1.50% convertible senior
notes due 2026 as described in "Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 – Debt."
Capped Call Transactions
On January 7, 2021, we entered into Capped Call Transactions in connection with our Convertible Notes Offering as described in "Part II – Item 8. – Financial
Statements and Supplementary Data – Note 6 – Debt."
Equity Transactions
On January 29, 2021, our Board of Directors declared cash dividends of $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 26, 2021 to stockholders of record on
February 12, 2021.
F-44
SUMMIT HOTEL PROPERTIES, INC
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2020
(in thousands)
Location
Aliso Viejo, CA
Arlington, TX
Arlington, TX
Asheville, NC
Atlanta, GA
Atlanta, GA
Atlanta, GA
Austin, TX
Austin, TX
Baltimore, MD
Baltimore, MD
Boulder, CO
Branchburg, NJ
Brisbane, CA
Camarillo, CA
Charlotte, NC
Chicago, IL
Cleveland, OH
Decatur, GA
Eden Prairie, MN
Englewood, CO
Englewood, CO
Fort Lauderdale, FL
Fort Worth, TX
Garden City, NY
Glendale, CO
Greenville, SC
Hillsboro, OR
Hoffman Estates, IL
Franchise
Homewood Suites
Courtyard
Residence Inn
Hotel Indigo
Courtyard
Residence Inn
AC Hotel
Hampton Inn & Suites
Corporate Office
Hampton Inn & Suites
Residence Inn
Marriott
Residence Inn
DoubleTree
Hampton Inn & Suites
Courtyard
Hyatt Place
Residence Inn
Courtyard
Hilton Garden Inn
Hyatt Place
Hyatt House
Courtyard
Courtyard
Hyatt Place
Staybridge Suites
Hilton Garden Inn
Residence Inn
Hyatt Place
Year Acquired/
Constructed
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
Land
$ 5,599
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
Initial Cost
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
$
$
32,367
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
401
(391)
135
1,153
3,095
932
630
5,027
(273)
5,465
6,335
9,017
356
1,327
467
1,580
230
1,835
3,907
191
(279)
501
3,825
9,560
337
493
3,124
307
(1,756)
$ 5,599 $
1,497
1,646
2,100
2,050
3,381
5,670
—
—
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
4,283
2,100
1,200
4,943
1,900
32,768
15,182
15,575
35,908
31,064
35,752
52,552
61,421
5,775
21,478
43,351
58,221
24,767
41,013
17,833
42,674
68,585
35,175
38,058
11,402
11,671
16,768
50,827
47,630
28,029
10,644
17,690
42,848
7,161
$
38,367 $
16,679
17,221
38,008
33,114
39,133
58,222
61,421
5,775
23,683
45,337
69,336
27,141
44,313
20,033
42,674
73,980
45,250
42,104
13,202
13,671
19,468
88,777
49,550
32,312
12,744
18,890
47,791
9,061
$
(5,467)
(4,515)
(4,842)
(8,286)
(6,692)
(5,894)
(7,568)
(12,067)
(2,870)
(2,427)
(6,665)
(9,899)
(5,861)
(13,952)
(6,925)
(6,474)
(12,326)
(5,842)
(7,580)
(4,462)
(4,572)
(7,214)
(8,051)
(6,238)
(6,756)
(4,273)
(4,867)
(2,324)
(3,645)
32,900
12,164
12,379
29,722
26,422
33,239
50,654
49,354
2,905
21,256
38,672
59,437
21,280
30,361
13,108
36,200
61,654
39,408
34,524
8,740
9,099
12,254
80,726
43,312
25,556
8,471
14,023
45,467
5,416
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
19,039
19,520
—
—
—
—
—
—
18,852
(1)
(1)
(1)
F-45
SUMMIT HOTEL PROPERTIES, INC
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2020
(in thousands)
Location
Houston, TX
Houston, TX
Hunt Valley, MD
Indianapolis, IN
Indianapolis, IN
Kansas City, MO
Lombard, IL
Lone Tree, CO
Louisville, KY
Louisville, KY
Mesa, AZ
Metairie, LA
Metairie, LA
Miami, FL
Milpitas, CA
Minneapolis, MN
Minneapolis, MN
Minnetonka, MN
Nashville, TN
Nashville, TN
New Haven, CT
New Orleans, LA
New Orleans, LA
New Orleans, LA
Orlando, FL
Orlando, FL
Orlando, FL
Owings Mills, MD
Pittsburgh, PA
Portland, OR
Portland, OR
Portland, OR
Poway, CA
San Francisco, CA
San Francisco, CA
San Francisco, CA
Franchise
Hilton Garden Inn
Hilton Garden Inn
Residence Inn
SpringHill Suites
Courtyard
Courtyard
Hyatt Place
Hyatt Place
Fairfield Inn & Suites
SpringHill Suites
Hyatt Place
Courtyard
Residence Inn
Hyatt House
Hilton Garden Inn
Hyatt Place
Hampton Inn & Suites
Holiday Inn Express &
Suites
SpringHill Suites
Courtyard
Courtyard
Courtyard
Courtyard
SpringHill Suites
Hyatt Place
Hyatt Place
Hyatt House
Hyatt Place
Courtyard
Hyatt Place
Residence Inn
Residence Inn
Hampton Inn & Suites
Hilton Garden Inn
Holiday Inn Express &
Suites
Four Points
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
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
2019
2013
2014
$
— (2)
$
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
12,346
15,545
1,200
$
41,838
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
45,730
49,469
21,397
4,353
3,222
1,417
(631)
(2,035)
2,337
(316)
(142)
(503)
(612)
988
633
471
1,482
543
1,799
215
223
336
8,280
1,654
3,399
1,623
6,140
(400)
719
123
(13)
6,013
707
386
539
1,269
294
3,992
3,058
$
— $
2,800
1,076
4,012
7,788
3,955
1,550
1,314
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
—
—
12,813
2,300
12,346
15,545
1,200
46,191
36,999
35,777
27,279
52,349
22,945
17,035
11,548
23,728
36,749
20,836
25,801
23,857
41,569
46,684
35,825
35,648
7,885
5,934
71,039
53,151
28,519
35,843
39,410
10,943
11,940
34,546
9,786
46,762
15,407
16,015
77,407
15,997
46,024
53,461
24,455
$
46,191 $
39,799
36,853
31,291
60,137
26,900
18,585
12,862
26,848
41,629
23,236
27,661
25,648
46,495
54,605
35,825
39,150
8,885
6,711
79,831
65,141
30,463
38,333
41,456
14,043
14,656
37,346
11,886
48,414
15,407
16,015
90,220
18,297
58,370
69,006
25,655
$
(11,535)
(7,078)
(7,925)
(6,707)
(12,472)
(3,785)
(6,240)
(4,776)
(6,882)
(10,640)
(4,432)
(8,651)
(9,448)
(10,915)
(2,971)
(8,952)
(9,103)
(3,119)
(3,711)
(11,373)
(6,724)
(10,766)
(12,574)
(12,845)
(4,351)
(4,532)
(5,624)
(3,718)
(6,030)
(5,296)
(6,307)
(6,081)
(4,869)
(2,969)
(16,002)
(6,593)
34,656
32,721
28,928
24,584
47,665
23,115
12,345
8,086
19,966
30,989
18,804
19,010
16,200
35,580
51,634
26,873
30,047
5,766
3,000
68,458
58,417
19,697
25,759
28,611
9,692
10,124
31,722
8,168
42,384
10,111
9,708
84,139
13,428
55,401
53,004
19,062
$
—
—
—
—
—
—
—
—
33,947
—
46,172
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16,448
—
—
—
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
—
—
(1)
F-46
SUMMIT HOTEL PROPERTIES, INC
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2020
(in thousands)
Location
Scottsdale, AZ
Scottsdale, AZ
Scottsdale, AZ
Silverthorne, CO
Tampa, FL
Tucson, AZ
Waltham, MA
Watertown, MA
Land Parcels
Franchise
Hyatt Place
Courtyard
SpringHill Suites
Hampton Inn & Suites
Hampton Inn & Suites
Homewood Suites
Hilton Garden Inn
Residence Inn
Land Parcels
Year Acquired/
Constructed
2012
2003
2003
2019
2012
2017
2017
2018
Land
$
1,500
3,225
2,195
6,845
3,600
2,570
10,644
25,083
4,645
$ 323,075
Initial Cost
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
$
$
10,171
12,571
9,496
21,125
20,366
22,802
21,713
45,917
—
(315)
3,706
1,779
636
4,559
1,093
6,196
259
(2,720)
$
1,500 $
3,225
2,195
6,845
3,600
2,570
10,644
25,083
1,925
$
9,856
16,277
11,275
21,761
24,925
23,895
27,909
46,176
—
11,356 $
19,502
13,470
28,606
28,525
26,465
38,553
71,259
1,925
$
(3,537)
(6,970)
(4,936)
(1,149)
(6,190)
(4,444)
(4,001)
(4,549)
—
$
7,819
12,532
8,534
27,457
22,335
22,021
34,552
66,710
1,925
(1)
—
—
—
—
—
—
—
—
—
$
2,123,406
$
124,287
$ 321,528 $
2,249,240
$ 2,570,768 $
(490,326)
$
2,080,442
$ 153,978
(1) Properties cross-collateralize the related loan, refer to "Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 – Debt" in the Consolidated Financial Statements.
(2) Properties subject to ground lease, refer to "Part II – Item 8. – Financial Statements and Supplementary Data – Note 7 – Leases" in the Consolidated Financial Statements.
F-47
SUMMIT HOTEL PROPERTIES, INC
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2020
(in thousands)
(a) ASSET BASIS
Reconciliation of land, buildings and
improvements:
Balance at beginning of period
Additions to land, buildings and improvements
Disposition of land, buildings and improvements
Impairment loss
Balance at end of period
(b) ACCUMULATED DEPRECIATION
Reconciliation of accumulated depreciation:
Balance at beginning of period
Depreciation
Depreciation on assets sold or disposed
Balance at end of period
$
$
$
$
2020
2019
2018
2,553,428 $
19,918
(2,578)
—
2,570,768 $
2,406,269 $
336,480
(186,800)
(2,521)
2,553,428 $
2,355,723
151,829
(100,208)
(1,075)
2,406,269
2020
2019
2018
383,763 $
109,159
(2,596)
490,326 $
351,821 $
99,013
(67,071)
383,763 $
290,066
100,545
(38,790)
351,821
(c) The aggregate cost of real estate for Federal income tax purposes was approximately $2,390 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 "Part II – Item 8. – Financial Statements and
Supplementary Data – 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-48
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 Hotel TRS 147-A, Inc.
Summit Hotel TRS 148, Inc.
Summit Hotel TRS 149, Inc.
Summit Hotel TRS 150, Inc.
Summit Hotel TRS 151, Inc.
Summit Hotel TRS 152, Inc.
Summit Arlington CTY License, LLC
Summit Licensing 121, LLC
Summit Licensing 137, LLC
BP Watertown Victualer, LLC
Summit Meta 2017, LLC
Summit Hospitality I, LLC
Summit Hospitality XI, 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 084, LLC
Summit Hospitality 085, LLC
Summit Hospitality 092, LLC
Summit Hospitality 100, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Massachusetts
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
South Dakota
Delaware
Delaware
Georgia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Summit Hospitality 101, LLC
Summit Hospitality 103, LLC
Summit Hospitality 110, LLC
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
Summit Hospitality 153, LLC
BP Watertown Hotel, LLC
Summit Hotel GP 2, LLC
Summit Hospitality JV, LP
Summit JV MR 1, LLC
Silverthorne JV 147, LLC
Silverthorne JV BR 147, LLC
Silverthorne JV 148, LLC
Silverthorne JV BR 148, LLC
HG San Fran JV 149, LLC
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
Delaware
Delaware
Delaware
Delaware
Massachusetts
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
HG San Fran JV BR 149, LLC
HG San Jose JV 150, LLC
HG San Jose JV BR 150, LLC
RI Port River JV 151, LLC
RI Port River JV BR 151, LLC
RI Port Hillsboro JV 152, LLC
RI Port Hillsboro JV BR 152, LLC
Summit Hotel TRS 007, LLC
Summit Hotel TRS 008, LLC
Summit Hotel TRS 014, LLC
Summit Hotel TRS 024, LLC
Summit Hotel TRS 027, LLC
Summit Hotel TRS 030, LLC
Summit Hotel TRS 034, LLC
Summit Hotel TRS 036, LLC
Summit Hotel TRS 037, LLC
Summit Hotel TRS 048, LLC
Summit Hotel TRS 051, LLC
Summit Hotel TRS 052, LLC
Summit Hotel TRS 053, LLC
Summit Hotel TRS 057, LLC
Summit Hotel TRS 060, LLC
Summit Hotel TRS 062, LLC
Summit Hotel TRS 065, LLC
Summit Hotel TRS 066, LLC
Summit Hotel TRS 084, LLC
Summit Hotel TRS 085, LLC
Summit Hotel TRS 092, LLC
Summit Hotel TRS 094, LLC
Summit Hotel TRS 098, LLC
Summit Hotel TRS 099, LLC
Summit Hotel TRS 100, LLC
Summit Hotel TRS 101, LLC
Summit Hotel TRS 102, LLC
Summit Hotel TRS 103, LLC
Summit Hotel TRS 104, LLC
Summit Hotel TRS 105, LLC
Summit Hotel TRS 106, LLC
Summit Hotel TRS 107, LLC
Summit Hotel TRS 108, LLC
Summit Hotel TRS 109, LLC
Summit Hotel TRS 110, LLC
Summit Hotel TRS 111, LLC
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
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Summit Hotel TRS 113, LLC
Summit Hotel TRS 114, LLC
Summit Hotel TRS 115, LLC
Summit Hotel TRS 116, LLC
Summit Hotel TRS 117, LLC
Summit Hotel TRS 118, LLC
Summit Hotel TRS 119, LLC
Summit Hotel TRS 120, LLC
Summit Hotel TRS 121, LLC
Summit Hotel TRS 123, LLC
Summit Hotel TRS 126, LLC
Summit Hotel TRS 127, LLC
Summit Hotel TRS 128, LLC
Summit Hotel TRS 129, LLC
Summit Hotel TRS 130, LLC
Summit Hotel TRS 131, LLC
Summit Hotel TRS 132, LLC
Summit Hotel TRS 133, LLC
Summit Hotel TRS 134, LLC
Summit Hotel TRS 135, LLC
Summit Hotel TRS 136, LLC
Summit Hotel TRS 137, LLC
Summit Hotel TRS 138, LLC
Summit Hotel TRS 139, LLC
Summit Hotel TRS 140, LLC
Summit Hotel TRS 141, LLC
Summit Hotel TRS 142, LLC
Summit Hotel TRS 143, LLC
Summit Hotel TRS 144, LLC
Summit Hotel TRS 145, LLC
Summit Hotel TRS 146, LLC
Summit Hotel TRS 148, LLC
Summit Hotel TRS 149, LLC
Summit Hotel TRS 150, LLC
Summit Hotel TRS 151, LLC
Summit Hotel TRS 152, LLC
Summit Hotel TRS 153, LLC
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
Delaware
Delaware
Delaware
Delaware
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 26, 2021, 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, 2020.
/s/ Ernst & Young LLP
Austin, Texas
February 26, 2021
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.1
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 26, 2021
/s/ Jonathan P. Stanner
Jonathan P. Stanner
President and Chief Executive Officer
(principal executive officer)
Certification of Principal 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 26, 2021
/s/ Jonathan P. Stanner
Jonathan P. Stanner
President and Chief Executive Officer
(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, 2020 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan P. Stanner, 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 26, 2021
/s/ Jonathan P. Stanner
Jonathan P. Stanner
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, 2020 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan P. Stanner, principal financial 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 26, 2021
/s/ Jonathan P. Stanner
Jonathan P. Stanner
President and Chief Executive Officer
(principal financial officer)