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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Summit Hotel Properties Inc | NYSE:INN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.02 | 0.33% | 6.02 | 6.08 | 5.94 | 6.03 | 173,447 | 18:12:03 |
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Maryland
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27-2962512
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(State or other jurisdiction
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(I.R.S. Employer Identification No.)
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of incorporation or organization)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Page
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Item 1A
.
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June 30, 2016
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December 31, 2015
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||||
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(Unaudited)
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||||
ASSETS
|
|
|
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||
Investment in hotel properties, net
|
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$
|
1,416,633
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|
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$
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1,333,407
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|
Land held for development
|
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5,742
|
|
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5,742
|
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||
Assets held for sale
|
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69,162
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|
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133,138
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|
||
Investment in real estate loans, net
|
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17,582
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|
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12,803
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||
Cash and cash equivalents
|
|
76,437
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29,326
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||
Restricted cash
|
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25,363
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23,073
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||
Trade receivables, net
|
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14,937
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|
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9,437
|
|
||
Prepaid expenses and other
|
|
8,319
|
|
|
15,281
|
|
||
Deferred charges, net
|
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3,694
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|
|
3,628
|
|
||
Other assets
|
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9,307
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|
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9,559
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|
||
Total assets
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$
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1,647,176
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$
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1,575,394
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LIABILITIES AND EQUITY
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Liabilities:
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Debt, net of debt issuance costs
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$
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622,397
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$
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671,536
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Accounts payable
|
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4,830
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|
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2,947
|
|
||
Accrued expenses and other
|
|
46,982
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|
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42,174
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|
||
Derivative financial instruments
|
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2,477
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|
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1,811
|
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||
Total liabilities
|
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676,686
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718,468
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||
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||||
Commitments and contingencies (Note 8)
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||||
Equity:
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|
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Preferred stock, $.01 par value per share, 100,000,000 shares authorized:
|
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|
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|
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9.25% Series A - 2,000,000 shares issued and outstanding at June 30, 2016 and December 31, 2015 (aggregate liquidation preference of $50,385 at June 30, 2016 and $50,398 at December 31, 2015)
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20
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|
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20
|
|
||
7.875% Series B - 3,000,000 shares issued and outstanding at June 30, 2016 and December 31, 2015 (aggregate liquidation preference of $75,492 at June 30, 2016 and $75,509 at December 31, 2015)
|
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30
|
|
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30
|
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||
7.125% Series C - 3,400,000 shares issued and outstanding at June 30, 2016 and December 31, 2015 (aggregate liquidation preference of $85,505 at June 30, 2016 and $85,522 at December 31, 2015)
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34
|
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34
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6.45% Series D - 3,000,000 shares issued and outstanding at June 30, 2016 (aggregate liquidation preference of $75,040 at June 30, 2016)
|
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30
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—
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||
Common stock, $.01 par value per share, 500,000,000 shares authorized, 87,267,662 and 86,793,521 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively
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873
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|
868
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|
||
Additional paid-in capital
|
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968,262
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894,060
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|
||
Accumulated other comprehensive loss
|
|
(2,309
|
)
|
|
(1,666
|
)
|
||
Accumulated deficit and distributions
|
|
(447
|
)
|
|
(40,635
|
)
|
||
Total stockholders’ equity
|
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966,493
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852,711
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|
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Non-controlling interests in Operating Partnership
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3,997
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4,215
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Total equity
|
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970,490
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|
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856,926
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|
||
Total liabilities and equity
|
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$
|
1,647,176
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|
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$
|
1,575,394
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|
|
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For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
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2016
|
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2015
|
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2016
|
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2015
|
||||||||
Revenues:
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Room
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$
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119,285
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$
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113,714
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$
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229,880
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$
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215,139
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Other hotel operations revenue
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7,910
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6,963
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15,397
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13,186
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||||
Total revenues
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127,195
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120,677
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245,277
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228,325
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||||
Expenses:
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Hotel operating expenses:
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Room
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26,985
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27,729
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54,254
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|
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53,235
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|
||||
Other direct
|
|
16,843
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15,860
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|
|
33,083
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|
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30,895
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|
||||
Other indirect
|
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32,929
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31,688
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63,558
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|
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60,415
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|
||||
Total hotel operating expenses
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76,757
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|
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75,277
|
|
|
150,895
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|
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144,545
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|
||||
Depreciation and amortization
|
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17,685
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|
|
15,403
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|
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35,828
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|
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30,667
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|
||||
Corporate general and administrative
|
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5,391
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5,363
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|
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9,970
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|
|
9,878
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|
||||
Hotel property acquisition costs
|
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1,728
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|
|
113
|
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2,282
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|
|
113
|
|
||||
Total expenses
|
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101,561
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|
|
96,156
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198,975
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|
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185,203
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||||
Operating income
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25,634
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24,521
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|
|
46,302
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|
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43,122
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|
||||
Other income (expense):
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|
||||
Interest expense
|
|
(7,123
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)
|
|
(7,655
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)
|
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(14,606
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)
|
|
(14,902
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)
|
||||
Gain (loss) on disposal of assets, net
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2,726
|
|
|
(208
|
)
|
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39,506
|
|
|
(711
|
)
|
||||
Other income
|
|
853
|
|
|
546
|
|
|
1,193
|
|
|
785
|
|
||||
Total other income (expense)
|
|
(3,544
|
)
|
|
(7,317
|
)
|
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26,093
|
|
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(14,828
|
)
|
||||
Income from continuing operations before income taxes
|
|
22,090
|
|
|
17,204
|
|
|
72,395
|
|
|
28,294
|
|
||||
Income tax expense
|
|
(135
|
)
|
|
(903
|
)
|
|
(1,706
|
)
|
|
(1,402
|
)
|
||||
Net income
|
|
21,955
|
|
|
16,301
|
|
|
70,689
|
|
|
26,892
|
|
||||
Less - Income attributable to Operating Partnership
|
|
(90
|
)
|
|
(97
|
)
|
|
(339
|
)
|
|
(154
|
)
|
||||
Net income attributable to Summit Hotel Properties, Inc.
|
|
21,865
|
|
|
16,204
|
|
|
70,350
|
|
|
26,738
|
|
||||
Preferred dividends
|
|
(4,147
|
)
|
|
(4,147
|
)
|
|
(8,294
|
)
|
|
(8,294
|
)
|
||||
Net income attributable to common stockholders
|
|
$
|
17,718
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|
|
$
|
12,057
|
|
|
$
|
62,056
|
|
|
$
|
18,444
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic net income per share
|
|
$
|
0.20
|
|
|
$
|
0.14
|
|
|
$
|
0.72
|
|
|
$
|
0.21
|
|
Diluted net income per share
|
|
$
|
0.20
|
|
|
$
|
0.14
|
|
|
$
|
0.71
|
|
|
$
|
0.21
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
86,433
|
|
|
85,831
|
|
|
86,396
|
|
|
85,768
|
|
||||
Diluted
|
|
87,355
|
|
|
87,008
|
|
|
87,264
|
|
|
86,947
|
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
|
$
|
21,955
|
|
|
$
|
16,301
|
|
|
$
|
70,689
|
|
|
$
|
26,892
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in fair value of derivative financial instruments
|
|
(15
|
)
|
|
465
|
|
|
(647
|
)
|
|
(296
|
)
|
||||
Comprehensive income
|
|
21,940
|
|
|
16,766
|
|
|
70,042
|
|
|
26,596
|
|
||||
Less - Comprehensive income attributable to Operating Partnership
|
|
(90
|
)
|
|
(102
|
)
|
|
(335
|
)
|
|
(152
|
)
|
||||
Comprehensive income attributable to Summit Hotel Properties, Inc.
|
|
21,850
|
|
|
16,664
|
|
|
69,707
|
|
|
26,444
|
|
||||
Preferred dividends
|
|
(4,147
|
)
|
|
(4,147
|
)
|
|
(8,294
|
)
|
|
(8,294
|
)
|
||||
Comprehensive income attributable to common stockholders
|
|
$
|
17,703
|
|
|
$
|
12,517
|
|
|
$
|
61,413
|
|
|
$
|
18,150
|
|
|
|
Shares
of Preferred
Stock
|
|
Preferred
Stock
|
|
Shares
of Common
Stock
|
|
Common
Stock
|
|
Additional
Paid-In Capital
|
|
Accumulated Other
Comprehensive
Loss
|
|
Accumulated
Deficit and
Distributions
|
|
Total
Stockholders’
Equity
|
|
Non-controlling Interests in Operating
Partnership
|
|
Total
Equity
|
||||||||||||||||||
Balance at December 31, 2015
|
|
8,400,000
|
|
|
$
|
84
|
|
|
86,793,521
|
|
|
$
|
868
|
|
|
$
|
894,060
|
|
|
$
|
(1,666
|
)
|
|
$
|
(40,635
|
)
|
|
$
|
852,711
|
|
|
$
|
4,215
|
|
|
$
|
856,926
|
|
Net proceeds from sale of preferred stock
|
|
3,000,000
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
72,307
|
|
|
—
|
|
|
—
|
|
|
72,337
|
|
|
—
|
|
|
72,337
|
|
||||||||
Common stock redemption of common units
|
|
—
|
|
|
—
|
|
|
53,636
|
|
|
—
|
|
|
447
|
|
|
—
|
|
|
—
|
|
|
447
|
|
|
(447
|
)
|
|
—
|
|
||||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,162
|
)
|
|
(30,162
|
)
|
|
(118
|
)
|
|
(30,280
|
)
|
||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
482,127
|
|
|
5
|
|
|
2,165
|
|
|
—
|
|
|
—
|
|
|
2,170
|
|
|
12
|
|
|
2,182
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
(61,622
|
)
|
|
—
|
|
|
(717
|
)
|
|
—
|
|
|
—
|
|
|
(717
|
)
|
|
—
|
|
|
(717
|
)
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(643
|
)
|
|
—
|
|
|
(643
|
)
|
|
(4
|
)
|
|
(647
|
)
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,350
|
|
|
70,350
|
|
|
339
|
|
|
70,689
|
|
||||||||
Balance at June 30, 2016
|
|
11,400,000
|
|
|
$
|
114
|
|
|
87,267,662
|
|
|
$
|
873
|
|
|
$
|
968,262
|
|
|
$
|
(2,309
|
)
|
|
$
|
(447
|
)
|
|
$
|
966,493
|
|
|
$
|
3,997
|
|
|
$
|
970,490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2014
|
|
8,400,000
|
|
|
$
|
84
|
|
|
86,149,720
|
|
|
$
|
861
|
|
|
$
|
888,191
|
|
|
$
|
(1,746
|
)
|
|
$
|
(107,779
|
)
|
|
$
|
779,611
|
|
|
$
|
5,590
|
|
|
$
|
785,201
|
|
Common stock redemption of common units
|
|
—
|
|
|
—
|
|
|
114,947
|
|
|
1
|
|
|
666
|
|
|
—
|
|
|
—
|
|
|
667
|
|
|
(667
|
)
|
|
—
|
|
||||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,587
|
)
|
|
(28,587
|
)
|
|
(168
|
)
|
|
(28,755
|
)
|
||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
308,310
|
|
|
3
|
|
|
1,988
|
|
|
—
|
|
|
—
|
|
|
1,991
|
|
|
17
|
|
|
2,008
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
(36,385
|
)
|
|
—
|
|
|
(453
|
)
|
|
—
|
|
|
—
|
|
|
(453
|
)
|
|
—
|
|
|
(453
|
)
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
|
(2
|
)
|
|
(296
|
)
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,738
|
|
|
26,738
|
|
|
154
|
|
|
26,892
|
|
||||||||
Balance at June 30, 2015
|
|
8,400,000
|
|
|
$
|
84
|
|
|
86,536,592
|
|
|
$
|
865
|
|
|
$
|
890,392
|
|
|
$
|
(2,040
|
)
|
|
$
|
(109,628
|
)
|
|
$
|
779,673
|
|
|
$
|
4,924
|
|
|
$
|
784,597
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2016
|
|
2015
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
70,689
|
|
|
$
|
26,892
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
35,828
|
|
|
30,667
|
|
||
Deferred finance cost amortization
|
|
1,103
|
|
|
819
|
|
||
Equity-based compensation
|
|
2,182
|
|
|
2,008
|
|
||
(Gain) loss on disposal of assets
|
|
(39,506
|
)
|
|
711
|
|
||
Other
|
|
274
|
|
|
453
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Restricted cash - operating
|
|
(357
|
)
|
|
(1,232
|
)
|
||
Trade receivables, net
|
|
(5,560
|
)
|
|
(4,821
|
)
|
||
Prepaid expenses and other
|
|
175
|
|
|
(2,193
|
)
|
||
Accounts payable
|
|
1,883
|
|
|
(4,158
|
)
|
||
Accrued expenses and other
|
|
2,830
|
|
|
5,932
|
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
69,541
|
|
|
55,078
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
Acquisitions of hotel properties
|
|
(109,182
|
)
|
|
(96,614
|
)
|
||
Investment in hotel properties under development
|
|
—
|
|
|
(76
|
)
|
||
Improvements to hotel properties
|
|
(18,205
|
)
|
|
(26,040
|
)
|
||
Proceeds from asset dispositions, net of closing costs
|
|
134,511
|
|
|
121
|
|
||
Funding of real estate loans
|
|
(27,500
|
)
|
|
(2,634
|
)
|
||
Proceeds from repayments of real estate loans
|
|
2,000
|
|
|
—
|
|
||
Restricted cash - FF&E reserve
|
|
(1,933
|
)
|
|
4,441
|
|
||
Escrow deposits for acquisitions
|
|
6,996
|
|
|
—
|
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(13,313
|
)
|
|
(120,802
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
Proceeds from issuance of debt
|
|
195,000
|
|
|
287,000
|
|
||
Principal payments on debt
|
|
(243,509
|
)
|
|
(192,522
|
)
|
||
Proceeds from preferred stock offering, net
|
|
72,337
|
|
|
—
|
|
||
Payment of debt-related financing costs
|
|
(1,948
|
)
|
|
(1,164
|
)
|
||
Dividends paid
|
|
(30,280
|
)
|
|
(28,755
|
)
|
||
Other
|
|
(717
|
)
|
|
(453
|
)
|
||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
|
(9,117
|
)
|
|
64,106
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
47,111
|
|
|
(1,618
|
)
|
||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
||
Beginning of period
|
|
29,326
|
|
|
38,581
|
|
||
End of period
|
|
$
|
76,437
|
|
|
$
|
36,963
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
||
Cash payments for interest
|
|
$
|
13,016
|
|
|
$
|
14,207
|
|
Capitalized interest
|
|
$
|
—
|
|
|
$
|
76
|
|
Cash payments for income taxes, net of refunds
|
|
$
|
868
|
|
|
$
|
1,231
|
|
Classification
|
|
Estimated Useful Lives
|
Buildings and improvements
|
|
6 to 40 years
|
Furniture, fixtures and equipment
|
|
2 to 15 years
|
Level 1:
|
|
Observable inputs such as quoted prices in active markets.
|
Level 2:
|
|
Directly or indirectly observable inputs, other than quoted prices in active markets.
|
Level 3:
|
|
Unobservable inputs in which there is little or no market information, which require a reporting entity to develop its own assumptions.
|
Market approach:
|
|
Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
Cost approach:
|
|
Amount required to replace the service capacity of an asset (replacement cost).
|
Income approach:
|
|
Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models).
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Land
|
|
$
|
161,914
|
|
|
$
|
149,996
|
|
Hotel buildings and improvements
|
|
1,311,348
|
|
|
1,222,017
|
|
||
Construction in progress
|
|
15,006
|
|
|
6,555
|
|
||
Furniture, fixtures and equipment
|
|
124,388
|
|
|
123,332
|
|
||
|
|
1,612,656
|
|
|
1,501,900
|
|
||
Less accumulated depreciation
|
|
(196,023
|
)
|
|
(168,493
|
)
|
||
|
|
$
|
1,416,633
|
|
|
$
|
1,333,407
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Land
|
|
$
|
11,688
|
|
|
$
|
24,250
|
|
Hotel buildings and improvements
|
|
49,581
|
|
|
97,249
|
|
||
Furniture, fixtures and equipment
|
|
7,413
|
|
|
10,906
|
|
||
Franchise fees and other
|
|
480
|
|
|
733
|
|
||
Total
|
|
$
|
69,162
|
|
|
$
|
133,138
|
|
Date Acquired
|
|
Franchise/Brand
|
|
Location
|
|
Purchase
Price |
|
|
||
First Six Months of 2016
|
|
|
|
|
|
|
|
|||
January 19, 2016
|
|
Courtyard by Marriott
|
|
Nashville, TN
|
|
$
|
71,000
|
|
|
|
January 20, 2016
|
|
Residence Inn by Marriott
|
|
Atlanta, GA
|
|
38,000
|
|
|
|
|
|
|
|
|
$
|
109,000
|
|
|
(1)
|
||
First Six Months of 2015
|
|
|
|
|
|
|
|
|||
April 13, 2015
|
|
Hampton Inn & Suites
|
|
Minneapolis, MN
|
|
$
|
38,951
|
|
|
|
June 18, 2015
|
|
Hampton Inn
|
|
Boston (Norwood), MA
|
|
24,000
|
|
|
|
|
June 30, 2015
|
|
Hotel Indigo
|
|
Asheville, NC
|
|
35,000
|
|
|
|
|
|
|
|
|
$
|
97,951
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
12,173
|
|
|
$
|
7,602
|
|
Hotel buildings and improvements
|
|
95,358
|
|
|
83,105
|
|
||
Furniture, fixtures and equipment
|
|
2,130
|
|
|
7,017
|
|
||
Other assets
|
|
383
|
|
(1)
|
375
|
|
||
Total assets acquired
|
|
110,044
|
|
|
98,099
|
|
||
Less other liabilities
|
|
(862
|
)
|
(1)
|
(148
|
)
|
||
Net assets acquired
|
|
$
|
109,182
|
|
|
$
|
97,951
|
|
(1)
|
The net assets acquired totaled $109,182 due to the purchase at settlement of certain working capital assets and liabilities related to the properties that was in addition to the purchase price of $109,000.
|
|
|
2016 Acquisitions
|
|
2015 Acquisitions
|
|
2016 Acquisitions
|
|
2015 Acquisitions
|
||||||||||||||||
|
|
For the Three Months Ended June 30,
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||
|
|
2016
|
|
2016
|
|
2015
|
|
2016
|
|
2016
|
|
2015
|
||||||||||||
Revenues
|
|
$
|
6,267
|
|
|
$
|
6,462
|
|
|
$
|
1,912
|
|
|
$
|
10,511
|
|
|
$
|
10,513
|
|
|
$
|
1,912
|
|
Net income
|
|
$
|
1,738
|
|
|
$
|
1,187
|
|
|
$
|
190
|
|
|
$
|
2,715
|
|
|
$
|
370
|
|
|
$
|
190
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016 (1)
|
|
2015
|
|
2016 (1)
|
|
2015
|
||||||||
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Revenues
|
|
$
|
125,602
|
|
|
$
|
118,073
|
|
|
$
|
239,906
|
|
|
$
|
224,805
|
|
Income from hotel operations
|
|
$
|
50,127
|
|
|
$
|
45,274
|
|
|
$
|
93,294
|
|
|
$
|
84,505
|
|
Net income before taxes
|
|
$
|
19,231
|
|
|
$
|
17,298
|
|
|
$
|
32,641
|
|
|
$
|
30,269
|
|
Net income
|
|
$
|
19,096
|
|
|
$
|
16,394
|
|
|
$
|
30,935
|
|
|
$
|
28,866
|
|
Net income attributable to common stockholders, net of amount allocated to participating securities
|
|
$
|
14,819
|
|
|
$
|
7,999
|
|
|
$
|
26,562
|
|
|
$
|
20,342
|
|
Basic net income per share attributable to common stockholders
|
|
$
|
0.17
|
|
|
$
|
0.09
|
|
|
$
|
0.31
|
|
|
$
|
0.24
|
|
Diluted net income per share attributable to common stockholders
|
|
$
|
0.17
|
|
|
$
|
0.09
|
|
|
$
|
0.30
|
|
|
$
|
0.23
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Revolving debt
|
|
$
|
—
|
|
|
$
|
95,000
|
|
Term loans
|
|
290,000
|
|
|
215,000
|
|
||
Mortgage loans
|
|
338,588
|
|
|
367,096
|
|
||
|
|
628,588
|
|
|
677,096
|
|
||
Unamortized debt issuance costs
|
|
(6,191
|
)
|
|
(5,560
|
)
|
||
Debt, net of debt issuance costs
|
|
$
|
622,397
|
|
|
$
|
671,536
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Fixed-rate debt
|
|
$
|
380,460
|
|
|
$
|
402,673
|
|
Variable-rate debt
|
|
248,128
|
|
|
274,423
|
|
||
|
|
$
|
628,588
|
|
|
$
|
677,096
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
|
|
||||||||||||
|
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
|
Valuation Technique
|
||||||||
Fixed-rate debt
|
|
$
|
305,460
|
|
|
$
|
311,888
|
|
|
$
|
327,673
|
|
|
$
|
321,841
|
|
|
Level 2 - Market approach
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||
|
|
Number of
Instruments
|
|
Notional
Amount
|
|
Fair Value
|
|
Number of
Instruments
|
|
Notional
Amount
|
|
Fair Value
|
||||||||||
Interest rate swaps (liability)
|
|
1
|
|
|
$
|
75,000
|
|
|
$
|
(2,477
|
)
|
|
1
|
|
|
$
|
75,000
|
|
|
$
|
(1,811
|
)
|
|
|
1
|
|
|
$
|
75,000
|
|
|
$
|
(2,477
|
)
|
|
1
|
|
|
$
|
75,000
|
|
|
$
|
(1,811
|
)
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Loss recognized in accumulated other comprehensive income on derivative financial instruments (effective portion)
|
|
$
|
(318
|
)
|
|
$
|
40
|
|
|
$
|
(1,256
|
)
|
|
$
|
(1,146
|
)
|
Loss reclassified from accumulated other comprehensive income to interest expense (effective portion)
|
|
$
|
(303
|
)
|
|
$
|
(425
|
)
|
|
$
|
(609
|
)
|
|
$
|
(850
|
)
|
Loss recognized in Other Expense (ineffective portion)
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
(1
|
)
|
|
For the Six Months Ended June 30,
|
||||
|
2016
|
|
2015
|
||
Beginning common shares outstanding
|
86,793,521
|
|
|
86,149,720
|
|
Common Unit redemptions
|
53,636
|
|
|
114,947
|
|
Grants under the Equity Plan
|
446,280
|
|
|
320,845
|
|
Annual grants to independent directors
|
32,180
|
|
|
30,440
|
|
Common stock issued for director fees
|
4,073
|
|
|
3,055
|
|
Forfeitures
|
(406
|
)
|
|
(46,030
|
)
|
Other
|
(61,622
|
)
|
|
(36,385
|
)
|
Ending common shares outstanding
|
87,267,662
|
|
|
86,536,592
|
|
|
|
Fair Value Measurements at June 30, 2016 using
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
2,477
|
|
|
$
|
—
|
|
|
$
|
2,477
|
|
|
|
Fair Value Measurements at December 31, 2015 using
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
1,811
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
|
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value
|
|
Aggregate
Current Value
|
|||||
|
|
|
|
(per share)
|
|
(in thousands)
|
|||||
Non-vested December 31, 2015
|
|
250,011
|
|
|
$
|
12.03
|
|
|
$
|
2,988
|
|
Granted
|
|
191,717
|
|
|
11.35
|
|
|
|
|
||
Vested
|
|
(82,869
|
)
|
|
11.06
|
|
|
|
|
||
Forfeited
|
|
(406
|
)
|
|
10.27
|
|
|
|
|
||
Outstanding at June 30, 2016
|
|
358,453
|
|
|
$
|
11.89
|
|
|
$
|
4,746
|
|
|
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value (1)
|
|
Aggregate
Current Value
|
|||||
|
|
|
|
(per share)
|
|
(in thousands)
|
|||||
Non-vested December 31, 2015
|
|
308,367
|
|
|
$
|
12.95
|
|
|
$
|
3,685
|
|
Granted
|
|
254,563
|
|
|
13.77
|
|
|
|
|
||
Vested
|
|
(113,903
|
)
|
|
7.10
|
|
|
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
||
Outstanding at June 30, 2016
|
|
449,027
|
|
|
$
|
14.90
|
|
|
$
|
5,945
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Stock options
|
|
$
|
—
|
|
|
$
|
148
|
|
|
$
|
55
|
|
|
$
|
295
|
|
Time-based restricted stock
|
|
420
|
|
|
354
|
|
|
757
|
|
|
576
|
|
||||
Performance-based restricted stock
|
|
575
|
|
|
437
|
|
|
956
|
|
|
704
|
|
||||
Director stock
|
|
394
|
|
|
433
|
|
|
414
|
|
|
433
|
|
||||
|
|
$
|
1,389
|
|
|
$
|
1,372
|
|
|
$
|
2,182
|
|
|
$
|
2,008
|
|
|
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||||
Time-based restricted stock
|
|
$
|
3,338
|
|
|
$
|
840
|
|
|
$
|
1,505
|
|
|
$
|
819
|
|
|
$
|
165
|
|
|
$
|
9
|
|
Performance-based restricted stock
|
|
4,706
|
|
|
1,151
|
|
|
2,192
|
|
|
1,168
|
|
|
195
|
|
|
—
|
|
||||||
|
|
$
|
8,044
|
|
|
$
|
1,991
|
|
|
$
|
3,697
|
|
|
$
|
1,987
|
|
|
$
|
360
|
|
|
$
|
9
|
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
21,955
|
|
|
$
|
16,301
|
|
|
$
|
70,689
|
|
|
$
|
26,892
|
|
Less: Preferred dividends
|
|
(4,147
|
)
|
|
(4,147
|
)
|
|
(8,294
|
)
|
|
(8,294
|
)
|
||||
Allocation to participating securities
|
|
(51
|
)
|
|
(38
|
)
|
|
(80
|
)
|
|
(60
|
)
|
||||
Attributable to non-controlling interest
|
|
(90
|
)
|
|
(97
|
)
|
|
(339
|
)
|
|
(154
|
)
|
||||
Net income attributable to common stockholders, net of amount allocated to participating securities
|
|
$
|
17,667
|
|
|
$
|
12,019
|
|
|
$
|
61,976
|
|
|
$
|
18,384
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
|
86,433
|
|
|
85,831
|
|
|
86,396
|
|
|
85,768
|
|
||||
Dilutive effect of equity-based compensation awards
|
|
922
|
|
|
1,177
|
|
|
868
|
|
|
1,179
|
|
||||
Weighted average common shares outstanding - diluted
|
|
87,355
|
|
|
87,008
|
|
|
87,264
|
|
|
86,947
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
0.20
|
|
|
$
|
0.14
|
|
|
$
|
0.72
|
|
|
$
|
0.21
|
|
Diluted
|
|
$
|
0.20
|
|
|
$
|
0.14
|
|
|
$
|
0.71
|
|
|
$
|
0.21
|
|
•
|
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 maturity of our existing indebtedness as well as the risk of default by borrowers to which we lend or provide seller financing;
|
•
|
national, regional and local economic conditions;
|
•
|
levels of spending in the business, travel and leisure industries, as well as consumer confidence;
|
•
|
adverse changes in, or declining rates of growth with respect to, 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 and operating costs;
|
•
|
increased renovation costs, which may cause actual renovation costs to exceed our current estimates;
|
•
|
changes in zoning laws and increases in real property taxes;
|
•
|
risks associated with potential 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 stabilized economic returns consistent with our expectations at the time of acquisition, and risks associated with dispositions of hotel properties, including our ability to successfully complete the sale of hotel properties currently under contract to be sold, including the risk that the purchaser may not have access to the capital needed to complete the sale;
|
•
|
the nature of our structure and transactions such that our federal and state taxes are complex and the risk that successful challenges of our tax positions by the Internal Revenue Service or other federal and state taxing authorities could have a material adverse effect on our financial position or results of operations;
|
•
|
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; and
|
•
|
the other factors discussed under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended
December 31, 2015
.
|
Management Company
|
|
Number of
Properties
|
|
Number of
Guestrooms
|
||
Interstate Management Company, LLC and its affiliate Noble Management Group, LLC
|
|
41
|
|
|
4,996
|
|
Select Hotels Group, LLC
|
|
12
|
|
|
1,681
|
|
InterMountain Management, LLC and its affiliate, Pillar Hotels and Resorts, LP
|
|
7
|
|
|
723
|
|
Affiliates of Marriott, including Courtyard Management Corporation, SpringHill SMC Corporation and Residence Inn by Marriott
|
|
6
|
|
|
973
|
|
White Lodging Services Corporation
|
|
4
|
|
|
791
|
|
Kana Hotels, Inc.
|
|
3
|
|
|
315
|
|
Affiliates of IHG including IHG Management (Maryland) LLC and Intercontinental Hotel Group Resources, Inc.
|
|
2
|
|
|
395
|
|
American Liberty Hospitality, Inc.
|
|
2
|
|
|
372
|
|
OTO Development, LLC
|
|
2
|
|
|
260
|
|
Stonebridge Realty Advisors, Inc.
|
|
1
|
|
|
210
|
|
Total
|
|
80
|
|
|
10,716
|
|
Franchise/Brand
|
|
Number of Hotel
Properties
|
|
Number of
Guestrooms
|
||
Marriott
|
|
|
|
|
|
|
Courtyard by Marriott
|
|
12
|
|
|
1,903
|
|
SpringHill Suites by Marriott
|
|
6
|
|
|
874
|
|
Residence Inn by Marriott
|
|
9
|
|
|
1,109
|
|
Fairfield Inn & Suites by Marriott
|
|
3
|
|
|
290
|
|
Total Marriott
|
|
30
|
|
|
4,176
|
|
Hilton
|
|
|
|
|
|
|
Hilton Garden Inn
|
|
9
|
|
|
1,146
|
|
Hampton Inn
|
|
3
|
|
|
327
|
|
Hampton Inn & Suites
|
|
8
|
|
|
1,116
|
|
DoubleTree by Hilton
|
|
1
|
|
|
210
|
|
Homewood Suites
|
|
1
|
|
|
91
|
|
Total Hilton
|
|
22
|
|
|
2,890
|
|
Hyatt
|
|
|
|
|
|
|
Hyatt Place
|
|
16
|
|
|
2,224
|
|
Hyatt House
|
|
2
|
|
|
291
|
|
Total Hyatt
|
|
18
|
|
|
2,515
|
|
IHG
|
|
|
|
|
|
|
Hotel Indigo
|
|
1
|
|
|
115
|
|
Holiday Inn Express
|
|
1
|
|
|
66
|
|
Holiday Inn Express & Suites
|
|
3
|
|
|
433
|
|
Holiday Inn
|
|
1
|
|
|
143
|
|
Staybridge Suites
|
|
2
|
|
|
213
|
|
Total IHG
|
|
8
|
|
|
970
|
|
Starwood
|
|
|
|
|
|
|
FourPoints by Sheraton
|
|
1
|
|
|
101
|
|
Carlson
|
|
|
|
|
|
|
Country Inn & Suites by Carlson
|
|
1
|
|
|
64
|
|
Total
|
|
80
|
|
|
10,716
|
|
Date Acquired
|
|
Franchise/Brand
|
|
Location
|
|
Guestrooms
|
|
Purchase
Price |
|
Renovation
Cost |
|
|
|
Cost per Key
|
|||||||
First Six Months of 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
January 19, 2016
|
|
Courtyard by Marriott
|
|
Nashville, TN
|
|
226
|
|
|
$
|
71,000
|
|
|
$
|
300
|
|
|
(1)
|
|
$
|
315,000
|
|
January 20, 2016
|
|
Residence Inn by Marriott
|
|
Atlanta, GA
|
|
160
|
|
|
38,000
|
|
|
—
|
|
|
|
|
238,000
|
|
|||
|
|
|
|
386
|
|
|
$
|
109,000
|
|
|
$
|
300
|
|
|
|
|
$
|
283,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
First Six Months of 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
April 13, 2015
|
|
Hampton Inn & Suites
|
|
Minneapolis, MN
|
|
211
|
|
|
$
|
38,951
|
|
|
$
|
—
|
|
|
|
|
$
|
185,000
|
|
June 18, 2015
|
|
Hampton Inn
|
|
Boston (Norwood), MA
|
|
139
|
|
|
24,000
|
|
|
2,300
|
|
|
(1)
|
|
189,000
|
|
|||
June 30, 2015
|
|
Hotel Indigo
|
|
Asheville, NC
|
|
115
|
|
|
35,000
|
|
|
370
|
|
|
(1)
|
|
308,000
|
|
|||
|
|
|
|
465
|
|
|
$
|
97,951
|
|
|
$
|
2,670
|
|
|
|
|
$
|
216,000
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
|
$
|
21,955
|
|
|
$
|
16,301
|
|
|
$
|
70,689
|
|
|
$
|
26,892
|
|
Preferred dividends
|
|
(4,147
|
)
|
|
(4,147
|
)
|
|
(8,294
|
)
|
|
(8,294
|
)
|
||||
Net income applicable to common shares and Common Units
|
|
17,808
|
|
|
12,154
|
|
|
62,395
|
|
|
18,598
|
|
||||
Real estate-related depreciation
|
|
17,599
|
|
|
15,301
|
|
|
35,656
|
|
|
30,446
|
|
||||
(Gain) loss on disposal of assets
|
|
(2,726
|
)
|
|
208
|
|
|
(39,506
|
)
|
|
711
|
|
||||
FFO applicable to common shares and Common Units
|
|
32,681
|
|
|
27,663
|
|
|
58,545
|
|
|
49,755
|
|
||||
FFO per common share/Common Unit
|
|
$
|
0.37
|
|
|
$
|
0.32
|
|
|
$
|
0.67
|
|
|
$
|
0.57
|
|
Weighted average diluted common shares/Common Units (1)
|
|
87,355
|
|
|
87,008
|
|
|
87,264
|
|
|
86,947
|
|
(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.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
|
$
|
21,955
|
|
|
$
|
16,301
|
|
|
$
|
70,689
|
|
|
$
|
26,892
|
|
Depreciation and amortization
|
|
17,685
|
|
|
15,403
|
|
|
35,828
|
|
|
30,667
|
|
||||
Interest expense
|
|
7,123
|
|
|
7,655
|
|
|
14,606
|
|
|
14,902
|
|
||||
Interest income
|
|
(1
|
)
|
|
(260
|
)
|
|
(5
|
)
|
|
(491
|
)
|
||||
Income tax expense
|
|
135
|
|
|
903
|
|
|
1,706
|
|
|
1,402
|
|
||||
EBITDA
|
|
$
|
46,897
|
|
|
$
|
40,002
|
|
|
$
|
122,824
|
|
|
$
|
73,372
|
|
|
|
For the Three Months Ended June 30,
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
Dollar Change
|
|
Percentage Change
|
||||||||||||||||||||||
|
|
Total Portfolio
(80 hotels)
|
|
Same-Store
Portfolio
(71 hotels)
|
|
Total Portfolio
(93 hotels)
|
|
Same-Store
Portfolio
(71 hotels)
|
|
Total Portfolio
(80/93 hotels)
|
|
Same-Store
Portfolio
(71 hotels)
|
|
Total Portfolio
(80/93 hotels)
|
|
Same-Store
Portfolio
(71 hotels)
|
||||||||||||||
Total revenues
|
|
$
|
127,195
|
|
|
$
|
105,461
|
|
|
$
|
120,677
|
|
|
$
|
99,329
|
|
|
$
|
6,518
|
|
|
$
|
6,132
|
|
|
5.4
|
%
|
|
6.2
|
%
|
Hotel operating expenses
|
|
$
|
76,757
|
|
|
$
|
64,185
|
|
|
$
|
75,277
|
|
|
$
|
62,148
|
|
|
$
|
1,480
|
|
|
$
|
2,037
|
|
|
2.0
|
%
|
|
3.3
|
%
|
Occupancy
|
|
82.8
|
%
|
|
82.6
|
%
|
|
80.7
|
%
|
|
80.4
|
%
|
|
n/a
|
|
|
n/a
|
|
|
2.6
|
%
|
|
2.7
|
%
|
||||||
ADR
|
|
$
|
144.59
|
|
|
$
|
142.22
|
|
|
$
|
132.79
|
|
|
$
|
137.11
|
|
|
$
|
11.80
|
|
|
$
|
5.11
|
|
|
8.9
|
%
|
|
3.7
|
%
|
RevPAR
|
|
$
|
119.65
|
|
|
$
|
117.44
|
|
|
$
|
107.12
|
|
|
$
|
110.26
|
|
|
$
|
12.53
|
|
|
$
|
7.18
|
|
|
11.7
|
%
|
|
6.5
|
%
|
|
|
For the Three Months Ended June 30,
|
|
Percentage
|
|
Percentage of Revenue
|
|||||||||||
|
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|||||||
Rooms expense
|
|
$
|
22,566
|
|
|
$
|
22,753
|
|
|
(0.8
|
)%
|
|
21.4
|
%
|
|
22.9
|
%
|
Other direct expense
|
|
14,264
|
|
|
13,133
|
|
|
8.6
|
%
|
|
13.5
|
%
|
|
13.2
|
%
|
||
Other indirect expense
|
|
27,355
|
|
|
26,262
|
|
|
4.2
|
%
|
|
25.9
|
%
|
|
26.4
|
%
|
||
Total hotel operating expenses
|
|
$
|
64,185
|
|
|
$
|
62,148
|
|
|
3.3
|
%
|
|
60.9
|
%
|
|
62.6
|
%
|
|
|
For the Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
Dollar Change
|
|
Percentage Change
|
||||||||||||||||||||||
|
|
Total Portfolio
(80 hotels)
|
|
Same-Store
Portfolio
(71 hotels)
|
|
Total Portfolio
(93 hotels)
|
|
Same-Store
Portfolio
(71 hotels)
|
|
Total Portfolio
(80/93 hotels)
|
|
Same-Store
Portfolio
(71 hotels)
|
|
Total Portfolio
(80/93 hotels)
|
|
Same-Store
Portfolio
(71 hotels)
|
||||||||||||||
Total revenues
|
|
$
|
245,277
|
|
|
$
|
203,007
|
|
|
$
|
228,325
|
|
|
$
|
191,631
|
|
|
$
|
16,952
|
|
|
$
|
11,376
|
|
|
7.4
|
%
|
|
5.9
|
%
|
Hotel operating expenses
|
|
$
|
150,895
|
|
|
$
|
124,927
|
|
|
$
|
144,545
|
|
|
$
|
120,900
|
|
|
$
|
6,350
|
|
|
$
|
4,027
|
|
|
4.4
|
%
|
|
3.3
|
%
|
Occupancy
|
|
79.6
|
%
|
|
80.0
|
%
|
|
77.5
|
%
|
|
77.6
|
%
|
|
n/a
|
|
|
n/a
|
|
|
2.6
|
%
|
|
3.0
|
%
|
||||||
ADR
|
|
$
|
142.44
|
|
|
$
|
141.25
|
|
|
$
|
132.59
|
|
|
$
|
137.87
|
|
|
$
|
9.85
|
|
|
$
|
3.38
|
|
|
7.4
|
%
|
|
2.5
|
%
|
RevPAR
|
|
$
|
113.31
|
|
|
$
|
112.94
|
|
|
$
|
102.77
|
|
|
$
|
107.00
|
|
|
$
|
10.54
|
|
|
$
|
5.94
|
|
|
10.3
|
%
|
|
5.5
|
%
|
|
|
For the Six Months Ended June 30,
|
|
Percentage
|
|
Percentage of Revenue
|
|||||||||||
|
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|||||||
Rooms expense
|
|
$
|
45,069
|
|
|
$
|
44,234
|
|
|
1.9
|
%
|
|
22.2
|
%
|
|
23.1
|
%
|
Other direct expense
|
|
27,394
|
|
|
25,808
|
|
|
6.1
|
%
|
|
13.5
|
%
|
|
13.5
|
%
|
||
Other indirect expense
|
|
52,464
|
|
|
50,858
|
|
|
3.2
|
%
|
|
25.8
|
%
|
|
26.5
|
%
|
||
Total hotel operating expenses
|
|
$
|
124,927
|
|
|
$
|
120,900
|
|
|
3.3
|
%
|
|
61.5
|
%
|
|
63.1
|
%
|
Lender
|
|
Interest Rate (1)
|
|
Amortization
Period
(Years)
|
|
Maturity Date
|
|
Number
of Properties
Encumbered
|
|
Principal
Amount
Outstanding
|
|||
$450 Million Senior Unsecured Credit Facility
|
|
|
|
|
|
|
|
|
|
|
|
||
Deutsche Bank AG New York Branch, as Administrative Agent
|
|
|
|
|
|
|
|
|
|
|
|
||
$300 Million Revolver
|
|
2.13% Variable
|
|
n/a
|
|
March 31, 2020
|
|
n/a
|
|
|
$
|
—
|
|
$150 Million Term Loan
|
|
(2)
|
|
n/a
|
|
March 31, 2021
|
|
n/a
|
|
|
150,000
|
|
|
Total Senior Unsecured Credit Facility
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
Unsecured Term Loan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KeyBank National Association
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan
|
|
2.43% Variable
|
|
n/a
|
|
April 7, 2022
|
|
n/a
|
|
|
140,000
|
|
|
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voya
|
|
5.18% Fixed
|
|
20
|
|
March 1, 2019
|
|
2
|
|
(3)
|
41,959
|
|
|
|
|
5.18% Fixed
|
|
20
|
|
March 1, 2019
|
|
4
|
|
(3)
|
37,608
|
|
|
|
|
5.18% Fixed
|
|
20
|
|
March 1, 2019
|
|
3
|
|
(3)
|
24,254
|
|
|
|
|
5.18% Fixed
|
|
20
|
|
March 1, 2019
|
|
1
|
|
(3)
|
17,229
|
|
|
KeyBank National Association
|
|
4.46% Fixed
|
|
30
|
|
February 1, 2023
|
|
4
|
|
|
27,735
|
|
|
|
|
4.52% Fixed
|
|
30
|
|
April 1, 2023
|
|
3
|
|
|
21,489
|
|
|
|
|
4.30% Fixed
|
|
30
|
|
April 1, 2023
|
|
3
|
|
|
20,826
|
|
|
|
|
4.95% Fixed
|
|
30
|
|
August 1, 2023
|
|
2
|
|
|
37,051
|
|
|
Bank of America Commercial Mortgage
|
|
6.41% Fixed
|
|
25
|
|
September 1, 2017
|
|
1
|
|
|
7,791
|
|
|
Western Alliance Bank (formerly known as GE Capital Financial, Inc.)
|
|
5.39% Fixed
|
|
25
|
|
April 1, 2020
|
|
1
|
|
|
9,012
|
|
|
|
|
5.39% Fixed
|
|
25
|
|
April 1, 2020
|
|
1
|
|
|
4,853
|
|
|
MetaBank
|
|
4.25% Fixed
|
|
20
|
|
August 1, 2018
|
|
1
|
|
|
6,721
|
|
|
Bank of Cascades
|
|
2.48% Variable
|
|
25
|
|
December 19, 2024
|
|
1
|
|
(4)
|
9,423
|
|
|
|
|
4.30% Fixed
|
|
25
|
|
December 19, 2024
|
|
—
|
|
(4)
|
9,423
|
|
|
Compass Bank
|
|
2.88% Variable
|
|
25
|
|
May 6, 2020
|
|
3
|
|
|
23,705
|
|
|
Western Alliance Bank (formerly known as General Electric Capital Corp.)
|
|
5.39% Fixed
|
|
25
|
|
April 1, 2020
|
|
1
|
|
|
5,103
|
|
|
|
|
5.39% Fixed
|
|
25
|
|
April 1, 2020
|
|
1
|
|
|
5,976
|
|
|
U.S. Bank, NA
|
|
6.22% Fixed
|
|
30
|
|
November 1, 2016
|
|
1
|
|
|
16,993
|
|
|
|
|
6.13% Fixed
|
|
25
|
|
November 11, 2021
|
|
1
|
|
|
11,437
|
|
|
Total Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
338,588
|
|
|
Total Debt
|
|
|
|
|
|
|
|
34
|
|
|
$
|
628,588
|
|
(1)
|
The interest rates at
June 30, 2016
give effect to interest rate swaps, where applicable.
|
(2)
|
We entered into an interest rate swap to effectively produce a fixed interest rate of 3.64% on $75.0 million of the $150 Million Term Loan; however, the interest rate spread over LIBOR may change based upon our Leverage Ratio, as defined in the credit facility documents.
We are currently paying intere
st at 2.08% ba
sed on LIBOR at
June 30, 2016
on the remaining balance of the $150 Million Term Loan.
|
(3)
|
The Voya mortgage loans are cross-collateralized and cross-defaulted.
|
(4)
|
The Bank of Cascades mortgage loans are cross-collateralized and cross-defaulted.
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
One Year (4)
|
|
One to Three
Years
|
|
Four to Five
Years
|
|
More than
Five Years
|
||||||||||
Debt obligations
(1)
|
|
$
|
790,225
|
|
|
$
|
48,687
|
|
|
$
|
74,088
|
|
|
$
|
248,754
|
|
|
$
|
418,696
|
|
Operating lease obligations
(2)
|
|
112,314
|
|
|
1,275
|
|
|
2,349
|
|
|
2,368
|
|
|
106,322
|
|
|||||
Purchase obligations
(3)
|
|
7,625
|
|
|
7,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
910,164
|
|
|
$
|
57,587
|
|
|
$
|
76,437
|
|
|
$
|
251,122
|
|
|
$
|
525,018
|
|
(1)
|
Amounts shown include amortization of principal, maturities, and estimated interest payments. Interest payments on our variable rate debt have been estimated using the interest rates in effect at June 30, 2016, after giving effect to our interest rate swap.
|
(2)
|
Amounts consist primarily of non-cancelable ground lease and corporate office lease obligations.
|
(3)
|
This amount represents purchase orders and executed contracts for renovation projects at our hotel properties.
|
(4)
|
Balances include amounts through June 30, 2017.
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
3.1
|
|
Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating the Company’s 6.45% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share ("Series D Preferred Stock") (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form 8-A filed with the SEC on June 24, 2016).
|
3.2
|
|
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 Company’s Current Report on Form 8-K filed with the SEC on May 26, 2016).
|
3.3†
|
|
Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating additional shares of Series D Preferred Stock.
|
3.4
|
|
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 Company’s Current Report on Form 8-K filed with the SEC on June 24, 2016).
|
3.5†
|
|
Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP.
|
5.1†
|
|
Opinion of Venable LLP, dated August 2, 2016, regarding the legality of the Common Stock and the Series D Preferred Stock.
|
10.1†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Robert W. Baird & Co. Incorporated.
|
10.2†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Raymond James & Associates, Inc.
|
10.3†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Merrill Lynch, Pierce, Fenner & Smith, Incorporated.
|
10.4†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Deutsche Bank Securities, Inc.
|
10.5†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and RBC Capital Markets, LLC.
|
10.6†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and KeyBanc Capital Markets, Inc.
|
10.7†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Canaccord Genuity, Inc.
|
10.8†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Jefferies, LLC.
|
23.1
|
|
Consent of Venable LLP (included in Exhibit 5.1 hereto).
|
31.1†
|
|
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.
|
31.2†
|
|
Certification of Chief Financial Officer 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.
|
32.1†
|
|
Certification of Chief Executive Officer 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.
|
32.2†
|
|
Certification of Chief Financial Officer 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.
|
101.INS
|
|
XBRL Instance Document
(1)
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
(1)
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
(1)
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
(1)
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
(1)
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
(1)
|
|
SUMMIT HOTEL PROPERTIES, INC.
(registrant)
|
|
|
|
|
Date: August 2, 2016
|
By:
|
/s/ Greg A. Dowell
|
|
|
Greg A. Dowell
Executive Vice President, Chief Financial Officer and
Treasurer
(principal financial officer)
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
3.1
|
|
Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating the Company’s 6.45% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share ("Series D Preferred Stock") (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form 8-A filed with the SEC on June 24, 2016).
|
3.2
|
|
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 Company’s Current Report on Form 8-K filed with the SEC on May 26, 2016).
|
3.3†
|
|
Articles Supplementary to the Articles of Amendment and Restatement of Summit Hotel Properties, Inc. designating additional shares of Series D Preferred Stock.
|
3.4
|
|
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 Company’s Current Report on Form 8-K filed with the SEC on June 24, 2016).
|
3.5†
|
|
Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP.
|
5.1†
|
|
Opinion of Venable LLP, dated August 2, 2016, regarding the legality of the Common Stock and the Series D Preferred Stock.
|
10.1†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Robert W. Baird & Co. Incorporated.
|
10.2†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Raymond James & Associates, Inc.
|
10.3†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Merrill Lynch, Pierce, Fenner & Smith, Incorporated.
|
10.4†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Deutsche Bank Securities, Inc.
|
10.5†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and RBC Capital Markets, LLC.
|
10.6†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and KeyBanc Capital Markets, Inc.
|
10.7†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Canaccord Genuity, Inc.
|
10.8†
|
|
Sales Agreement, dated as of August 2, 2016, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Jefferies, LLC.
|
23.1
|
|
Consent of Venable LLP (included in Exhibit 5.1 hereto).
|
31.1†
|
|
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.
|
31.2†
|
|
Certification of Chief Financial Officer 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.
|
32.1†
|
|
Certification of Chief Executive Officer 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.
|
32.2†
|
|
Certification of Chief Financial Officer 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.
|
101.INS
|
|
XBRL Instance Document
(1)
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
(1)
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
(1)
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
(1)
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
(1)
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
(1)
|
1 Year Summit Hotel Properties Chart |
1 Month Summit Hotel Properties Chart |
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