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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 27, 2023

 

SUMMIT HOTEL PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland 001-35074 27-2962512

(State or Other Jurisdiction
of Incorporation or Organization)

(Commission File Number) (I.R.S. Employer Identification No.)

 

13215 Bee Cave Parkway, Suite B-300

Austin, Texas 78738

(Address of Principal Executive Offices) (Zip Code)

 

(512) 538-2300

(Registrants’ telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:    
     
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value INN New York Stock Exchange
Series E Cumulative Redeemable Preferred Stock, $0.01 par value INN-PE New York Stock Exchange
Series F Cumulative Redeemable Preferred Stock, $0.01 par value INN-PF New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ 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.   ¨

 

 

 

 


 

Item 2.02. Results of Operations and Financial Condition.

 

On February 27, 2023, Summit Hotel Properties, Inc. (the “Company”) issued a press release announcing the operating results of the Company and its subsidiaries for the fourth quarter and year ended December 31, 2022. The press release referred to supplemental financial information for the fourth quarter and full year 2022 that is available on the Company’s website at www.shpreit.com. A copy of the press release and the supplemental financial information are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report.

 

The information in this Report, including the exhibits, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Report, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits
     
  99.1 Press release issued on February 27, 2023
     
  99.2 Fourth Quarter and Full Year 2022 Supplemental Data
     
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURE

 

Pursuant to the requirements 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.

 

  SUMMIT HOTEL PROPERTIES, INC.
   
   
  By: /s/ Christopher R. Eng
    Christopher R. Eng
Dated: February 27, 2023   Executive Vice President, General Counsel, Chief Risk Officer and Secretary

 

 

 

EX-99.1 2 tm237634d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

13215 Bee Cave Pkwy, Suite B-300, Austin, TX 78738

Telephone: 512-538-2300 Fax: 512-538-2333

www.shpreit.com

 

NEWS RELEASE

 

SUMMIT HOTEL PROPERTIES REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS

 

Fourth Quarter 2022 RevPAR Recapture Reaches New High

 

Operating Income Triples Driving Adjusted EBITDAre Growth of 100% to $180.8 Million in 2022

 

Nearly $1 Billion of Strategic Acquisitions Completed in 2022

 

Austin, Texas, February 27, 2023 - - - Summit Hotel Properties, Inc. (NYSE: INN) (the “Company”), today announced results for the fourth quarter and full year ended December 31, 2022.

 

“We are pleased with the continued improvement of our operating results during the fourth quarter which drove 2019 RevPAR recapture to a new quarterly high of 97% highlighted by December results that exceeded pre-pandemic levels for the first time in our pro forma portfolio. The strong fourth quarter capped off another active year for the Company as we completed nearly $1 billion of strategic transactions, reinstated our common dividend, and made our initial investment in the rapidly growing glamping segment of the hospitality space. Operating trends have remained stable across our portfolio in early 2023 as January results were in-line with expectations and pace for February and March is accelerating,” said Jonathan P. Stanner, the Company’s President and Chief Executive Officer. “Prudent capital allocation continues to be foundational to our investment strategy and subsequent to year-end we have entered into contracts to sell six hotels and a vacant land parcel for approximately $80 million. Combined with our previously completed asset sale in 2022, we have signed or closed sales totaling $155 million at a blended capitalization rate of 2.3% based on trailing twelve-month net operating income and eliminated nearly $44 million of near-term required capital expenditures. These sales will further enhance our balance sheet reducing net leverage, increasing our liquidity to nearly $500 million, and resulting in no maturities until the fourth quarter of 2024,” commented Mr. Stanner.

 

Fourth Quarter 2022 Summary

 

· Net Loss: Net loss attributable to common stockholders was $12.0 million, or $0.11 per diluted share, compared to a net loss of $15.3 million, or $0.15 per diluted share, for the fourth quarter of 2021.

 

· Pro forma RevPAR: Pro forma RevPAR increased 17.9 percent to $109.01 compared to the fourth quarter of 2021. Pro forma ADR increased 14.1 percent to $159.62 compared to the same period in 2021, and pro forma occupancy increased 3.3 percent to 68.3 percent.

 

· Pro Forma Hotel EBITDA: Pro forma hotel EBITDA increased 27.1 percent to $62.1 million from $48.9 million in the same period in 2021. Pro forma hotel EBITDA margin expanded 106 basis points to 36.0 percent from 35.0 percent in the same period of 2021.

 

· Adjusted EBITDAre: Adjusted EBITDAre increased 61.6 percent to $46.1 million from $28.5 million in the fourth quarter of 2021.

 

· Adjusted FFO: Adjusted FFO was $30.3 million, or $0.25 per diluted share, compared to $14.8 million, or $0.14 per diluted share, in the fourth quarter of 2021.

 

· Capital Improvements: The Company invested $27.7 million in capital improvements during the fourth quarter and $22.2 million on a pro rata basis after consideration of joint ventures.

 

  1 | P a g e

 

The Company’s results for the three months and years ended December 31, 2022, and 2021 are as follows (in thousands, except per share amounts):

 

    For the Three Months Ended
December 31,
    For the Years Ended
December 31,
 
    2022     2021     2022     2021  
    (unaudited)  
Net loss attributable to common stockholders   $ (11,975 )   $ (15,275 )   $ (16,929 )   $ (83,714 )
Net loss per diluted share   $ (0.11 )   $ (0.15 )   $ (0.16 )   $ (0.80 )
Total revenues   $ 172,326     $ 106,862     $ 675,695     $ 361,926  
EBITDAre (1)   $ 54,498     $ 26,312     $ 210,609     $ 86,325  
Adjusted EBITDAre (1)   $ 46,084     $ 28,513     $ 180,815     $ 90,495  
FFO (1)   $ 25,542     $ 8,140     $ 95,253     $ 17,300  
Adjusted FFO (1)   $ 30,340     $ 14,801     $ 113,970     $ 36,782  
FFO per diluted share and unit (1)   $ 0.21     $ 0.08     $ 0.79     $ 0.16  
Adjusted FFO per diluted share and unit (1)   $ 0.25     $ 0.14     $ 0.94     $ 0.35  
                                 
Pro Forma (103 Lodging Assets) (2)                                
RevPAR   $ 109.01     $ 92.49     $ 110.91     $ 80.42  
RevPAR Growth     17.9 %             37.9 %        
Hotel EBITDA   $ 62,142     $ 48,904     $ 243,940     $ 149,678  
Hotel EBITDA margin     36.0 %     35.0 %     35.4 %     31.4 %
Hotel EBITDA margin growth     106 bps               401 bps          
                                 
Same Store (71 Lodging Assets) (3)                                
RevPAR   $ 110.74     $ 93.78     $ 114.61     $ 80.80  
RevPAR Growth     18.1 %             41.8 %        
Hotel EBITDA   $ 42,817     $ 34,785     $ 179,563     $ 105,658  
Hotel EBITDA margin     34.5 %     33.5 %     35.5 %     29.8 %
Hotel EBITDA margin growth     109 bps               576 bps          

 

(1) See tables later in this press release for a discussion and reconciliation of net loss to non-GAAP financial measures, including earnings before interest, taxes, depreciation, and amortization (“EBITDA”), EBITDAre, adjusted EBITDAre, funds from operations (“FFO”), FFO per diluted share and unit, adjusted FFO (“AFFO”), and AFFO per diluted share and unit, as well as a reconciliation of operating loss to hotel EBITDA. See “Non-GAAP Financial Measures” at the end of this release.

 

(2) Unless stated otherwise in this release, all pro forma information includes operating and financial results for 103 lodging assets owned as of December 31, 2022, as if each had been owned by the Company since January 1, 2021 and remained open for the entirety of the measurement period. As a result, all pro forma information includes operating and financial results for lodging assets acquired since January 1, 2021, which may include periods prior to the Company’s ownership. Pro forma and non-GAAP measures are unaudited.

 

(3) All same store information includes operating and financial results for 71 lodging assets owned as of December 31, 2022, and at all times during the three months and year ended December 31, 2022, and 2021.

 

  2 | P a g e

 

Full Year 2022 Summary

 

· Net Loss: Net loss attributable to common stockholders was $16.9 million, or $0.16 per diluted share, compared to a net loss of $83.7 million, or $0.80 per diluted share, for the year ended 2021.

 

· Pro Forma RevPAR: Pro forma revenue per available room (“RevPAR”) increased 37.9 percent from 2021 to $110.91. Pro forma average daily rate (“ADR”) increased 25.9 percent from 2021 to $159.30, and pro forma occupancy increased 9.5 percent to 69.6 percent.

 

· Pro Forma Hotel EBITDA: Pro forma hotel EBITDA increased 63.0 percent to $243.9 million from $149.7 million in 2021. Pro forma hotel EBITDA margin expanded 401 basis points to 35.4 percent from 31.4 percent in 2021.

 

· Adjusted EBITDAre: Adjusted EBITDAre increased 99.8 percent to $180.8 million from $90.5 million for the year ended 2021.

 

· Adjusted FFO: Adjusted FFO was $114.0 million, or $0.94 per diluted share, compared to $36.8 million, or $0.35 per diluted share, for the year ended 2021.

 

· Capital Improvements: The Company invested $76.5 million in capital improvements during 2022 and $63.6 million on a pro rata basis after consideration of joint ventures.

 

Onera Partnership Update

 

Onera Fredericksburg Acquisition and Expansion

 

On October 26, 2022, the Company acquired a 90 percent equity interest in the entity (the “Onera Joint Venture”) that owns Onera Fredericksburg, an 11-unit premium glamping asset located in Fredericksburg, Texas, for $4.5 million, based on a total valuation of $5.0 million, and an adjacent 6.4-acre land parcel for future expansion for $0.7 million, based on a total valuation of $0.8 million.

 

Onera Fredericksburg achieved 2022 RevPAR of $440, hotel EBITDA margin of more than 60%, and a net operating income yield of 17% on the Onera Joint Venture’s $5.0 million acquisition price. The Onera Joint Venture will pay a one-time incentive payment of up to $2.0 million if the property meets a certain unlevered yield threshold for the twelve-month period ending July 31, 2023. Additionally, the Onera Joint Venture expects to begin construction on the adjacent 6.4-acre vacant land parcel in 2023, which will add an additional 15-20 premium units that are expected to achieve a mid-teens stabilized net operating income yield.

 

Onera Development Project Financed Utilizing Mezzanine Loan Program

 

Subsequent to year-end, the Company utilized its mezzanine lending platform to enter into an agreement with affiliates of Onera to provide mezzanine financing of up to $4.6 million for the future development of a high-end glamping asset. The loan has a fixed interest rate of 12% that will be paid monthly. The Company has an option to purchase 90% of the development upon its expected completion in mid-2024 at a pre-negotiated price.

 

Upon completion of the two development projects, the Onera Joint Venture will have invested approximately $40 to $45 million in high-end glamping projects that are estimated to achieve blended stabilized net operating income yields in the mid-teens.

 

  3 | P a g e

 

Pending Transaction Activity

 

The Company entered into three separate contracts subsequent to year end to dispose of an aggregate of six hotels totaling 750 guestrooms and a vacant land parcel. The aggregate gross sales price for the pending disposition activity is $79.9 million and the hotel transactions are expected to close in the second quarter of 2023 with the vacant land sale closing expected in the second half of 2023. The sales price for all transactions represents a 3.9% capitalization rate based on net operating income after a 4% FF&E reserve for the year ended December 31, 2022. The Company expects to forego between $33 million and $38 million of future near-term required capital expenditures at the six hotels as a result of the sales which would reduce the all-in capitalization rate to approximately 2.6%. All of the pending dispositions are wholly owned assets and net proceeds will be used to repay outstanding debt, enhance the Company’s liquidity profile, and reduce overall balance sheet leverage.

 

Two-Hotel Portfolio Sale

 

The Company is under contract to sell two hotels totaling 283 guestrooms for a gross sales price of $50.5 million. The sales price represents a 3.9% capitalization rate based on the portfolio’s net operating income after a 4% FF&E reserve for the year ended December 31, 2022. The hotels for sale are:

 

· 160-guestroom – Residence Atlanta Midtown/Peachtree at 17th

 

· 123-guestroom – Courtyard Kansas City Country Club Plaza

 

Four-Hotel Portfolio Sale

 

The Company is separately under contract to sell four hotels totaling 467 guestrooms for a gross sales price of $28.1 million. The sales price represents a 4.2% capitalization rate based on the portfolio’s net operating income after a 4% FF&E reserve for the year ended December 31, 2022. The hotels for sale are:

 

· 151-guestroom – Hyatt Place Chicago/Lombard/Oak Brook

 

· 126-guestroom – Hyatt Place Chicago/Hoffman Estates

 

· 97-guestroom – Hilton Garden Inn Minneapolis/Eden Prairie

 

· 93-guestroom – Holiday Inn Express & Suites Eden Prairie – Minnetonka

 

The Company can make no assurances that it will be able to complete the sale transactions based on the current contractual terms or at all.

 

Capital Markets & Balance Sheet

 

On December 31, 2022, inclusive of its pro rata share of the GIC Joint Venture credit facility, the Company had the following:

 

· Outstanding debt of $1.2 billion with a weighted average interest rate of 4.53 percent. After giving effect to interest rate derivative agreements, $749.0 million, or 65 percent, of our outstanding debt had an average fixed interest rate, and $401.1 million, or 35 percent, had a variable interest rate.

 

· Unrestricted cash and cash equivalents of $38.1 million.

 

  4 | P a g e

 

· Revolving credit facility availability of $385.0 million on its $400.0 million credit facility.

 

· Total liquidity of $423.1 million, including unrestricted cash and cash equivalents and revolving credit facility availability.

 

On February 10, 2023, inclusive of the recent transaction activity and its pro rata share of the GIC Joint Venture credit facility but exclusive of pending disposition activity, the Company had the following:

 

· Outstanding debt of $1.1 billion with a weighted average interest rate of 4.70 percent. After giving effect to interest rate derivative agreements, $748.7 million, or 65 percent, of our outstanding debt had an average fixed interest rate, and $401.0 million, or 35 percent, had a variable interest rate.

 

· Unrestricted cash and cash equivalents of $38.5 million.

 

· Revolving credit facility availability of $382.0 million on its $400.0 million credit facility.

 

· Total liquidity of $420.5 million including unrestricted cash and cash equivalents and revolving credit facility availability.

 

· Adjusted for pending disposition activity, an estimated total liquidity of $500 million, including unrestricted cash equivalents and revolving credit facility availability.

 

The Company notified lenders of its intent to exercise the first of four available maturity date extension options on its $400 million senior revolving credit facility during the fourth quarter. The extended maturity date of September 30, 2023, is expected to become effective in March of this year and the Company will have three remaining six-month extension options at the Company’s sole discretion available that result in a fully extended maturity date of March 31, 2025.

 

The Company also defeased its final 2023 debt maturity for $32.3 million in the fourth quarter of 2022, resulting in $6.7 million of restricted cash being returned to the Company. The Company does not have any remaining debt maturities after consideration of extension options until the fourth quarter of 2024.

 

Dividends

 

On January 26, 2023, the Company declared a quarterly cash dividend of $0.04 per share on its common stock and per common unit of limited partnership interest in Summit Hotel OP, LP.

 

In addition, the Board of Directors declared a quarterly cash dividend of:

 

· $0.390625 per share on its 6.25% Series E Cumulative Redeemable Preferred Stock

 

· $0.3671875 per share on its 5.875% Series F Cumulative Redeemable Preferred Stock.

 

· $0.328125 per unit on its 5.25% Series Z Cumulative Perpetual Preferred Units

 

The common and preferred dividends are payable on February 28, 2023, to holders of record as of February 14, 2023.

 

  5 | P a g e

 

2023 Outlook

 

The Company is providing its outlook for the full year 2023 based on 103 lodging assets, 61 of which were wholly owned as of February 27, 2023. There are no pending acquisitions, dispositions, or additional capital markets activities assumed in the Company’s full year 2023 outlook.

 

    FYE 2023 Outlook  
    Low     High  
Pro Forma RevPAR (103 Lodging Assets) (1)   $ 117.50     $ 123.00  
Pro Forma RevPAR Growth     6.00 %     11.00 %
Adjusted EBITDAre   $ 190,400     $ 205,900  
Adjusted FFO   $ 112,100     $ 128,100  
Adjusted FFO per Diluted Unit   $ 0.92     $ 1.05  
Capital Expenditures, Pro Rata   $ 60,000     $ 80,000  

 

(1) All pro forma information includes operating and financial results for 103 lodging assets owned as of December 31, 2022, as if each property had been owned by the Company since January 1, 2022 and will continue to be owned through the entire year ending December 31, 2023. As a result, the pro forma information includes operating and financial results for lodging assets acquired since January 1, 2022, which may include periods prior to the Company’s ownership. Pro forma and non-GAAP financial measures are unaudited.

 

Fourth Quarter and Full Year 2022 Earnings Conference Call

 

The Company will conduct its quarterly conference call on Tuesday, February 28, 2023, at 9:00 AM ET. To participate in the conference call, please follow the steps below:

 

1. To access the conference call, please pre-register using this link. Registrants will receive a confirmation with dial-in details.

 

2. A live webcast of the conference call can be accessed using this link. A replay of the webcast will be available in the Investors section of the Company’s website, www.shpreit.com, until April 30, 2023.

 

Supplemental Disclosures

 

In conjunction with this press release, the Company has furnished a financial supplement with additional disclosures on its website. Visit www.shpreit.com for more information. The Company has no obligation to update any of the information provided to conform to actual results or changes in portfolio, capital structure or future expectations.

 

About Summit Hotel Properties

 

Summit Hotel Properties, Inc. is a publicly traded real estate investment trust focused on owning premium-branded lodging assets with efficient operating models primarily in the upscale segment of the lodging industry. As of February 27, 2023, the Company’s portfolio consisted of 103 lodging assets, 61 of which are wholly owned, with a total of 15,334 guestrooms located in 24 states.

 

For additional information, please visit the Company’s website, www.shpreit.com, and follow on Twitter at @SummitHotel_INN and on Facebook at facebook.com/SummitHotelProperties.

 

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Contact:

Adam Wudel

SVP – Finance & Capital Markets

Summit Hotel Properties, Inc.

(512) 538-2325

 

Forward-Looking Statements

 

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “plan,” “likely,” “would” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections, or other forward-looking information. Examples of forward-looking statements include the following: the Company’s ability to realize growth from the deployment of renovation capital; projections of the Company’s revenues and expenses, capital expenditures or other financial items; descriptions of the Company’s plans or objectives for future operations, acquisitions, dispositions, financings, redemptions or services; forecasts of the Company’s future financial performance and potential increases in average daily rate, occupancy, RevPAR, room supply and demand, EBITDAre, Adjusted EBITDAre, FFO and AFFO; the Company’s outlook with respect to pro forma RevPAR, pro forma RevPAR growth, RevPAR, RevPAR growth, AFFO, AFFO per diluted share and unit and renovation capital deployed; and descriptions of assumptions underlying or relating to any of the foregoing expectations regarding the timing of their occurrence. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry, and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission (“SEC”). Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

For information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC, and its quarterly and other periodic filings with the SEC. The Company undertakes no duty to update the statements in this release to conform the statements to actual results or changes in the Company’s expectations.

 

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Summit Hotel Properties, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

    December 31,
2022
    December 31,
2021
 
ASSETS                
Investments in lodging property, net   $ 2,792,552     $ 2,091,973  
Undeveloped land     -       1,500  
Assets held for sale, net     78,576       425  
Cash and cash equivalents     51,255       64,485  
Restricted cash     10,553       32,459  
Right-of-use assets, net     35,023       26,942  
Trade receivables, net     21,015       14,476  
Prepaid expenses and other     8,378       24,496  
Deferred charges, net     7,074       4,347  
Other assets     17,844       3,799  
Total assets   $ 3,022,270     $ 2,264,902  
LIABILITIES, REDEEMABLE
NON-CONTROLLING INTERESTS AND EQUITY
               
Liabilities:                
Debt, net of debt issuance costs   $ 1,451,796     $ 1,069,797  
Lease liabilities, net     25,484       17,232  
Accounts payable     5,517       4,462  
Accrued expenses and other     81,304       66,219  
Total liabilities     1,564,101       1,157,710  
                 
Redeemable non-controlling interests     50,219       -  
Total stockholders' equity     959,813       948,073  
Non-controlling interests     448,137       159,119  
Total equity     1,407,950       1,107,192  
Total liabilities, redeemable non-controlling interests and equity   $ 3,022,270     $ 2,264,902  

 

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Summit Hotel Properties, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 

    For the Three Months Ended
December 31,
    For the Years Ended
December 31,
 
    2022     2021     2022     2021  
    (Unaudited)              
Revenues:                                
Room   $ 153,623     $ 98,577     $ 609,370     $ 334,338  
Food and beverage     9,937       2,643       32,117       7,299  
Other     8,766       5,642       34,208       20,289  
Total revenues     172,326       106,862       675,695       361,926  
Expenses:                                
Room expense     35,281       22,461       136,999       74,781  
Food and beverage expense     7,710       1,856       24,897       4,856  
Other hotel operating expenses     53,104       34,954       207,975       123,626  
Property taxes, insurance and other     9,885       8,777       49,921       41,350  
Management fees     4,297       3,101       17,442       9,858  
Depreciation and amortization     37,698       26,179       150,160       105,955  
Corporate general and administrative     7,022       11,145       30,765       29,428  
Transaction costs     12       -       749       3,849  
Recoveries of credit losses     -       -       (1,100 )     (2,632 )
Loss on write-down or impairment of assets     10,420       -       10,420       4,361  
Total expenses     165,429       108,473       628,228       395,432  
(Loss) gain on disposal of assets, net     (164 )     159       20,315       240  
Operating income (loss)     6,733       (1,452 )     67,782       (33,266 )
Other income (expense):                                
Interest expense     (19,379 )     (10,801 )     (65,581 )     (43,368 )
Other (expense) income, net     (472 )     1,746       2,627       9,523  
Total other expense     (19,851 )     (9,055 )     (62,954 )     (33,845 )
(Loss) income from continuing operations before income taxes     (13,118 )     (10,507 )     4,828       (67,111 )
Income tax benefit (expense)     1,036       (398 )     (3,611 )     (1,473 )
Net (loss) income     (12,082 )     (10,905 )     1,217       (68,584 )
Loss (income) loss attributable to non-controlling interests     4,730       (107 )     249       3,011  
Net (loss) income attributable to Summit Hotel Properties, Inc.     (7,352 )     (11,012 )     1,466       (65,573 )
Distributions to and accretion of redeemable non-controlling interests     (654 )     -       (2,520 )     -  
Preferred dividends     (3,969 )     (4,263 )     (15,875 )     (15,431 )
Premium on redemption of preferred stock     -       -       -       (2,710 )
Net loss attributable to common stockholders   $ (11,975 )   $ (15,275 )   $ (16,929 )   $ (83,714 )
Loss per share:                                
Basic and diluted   $ (0.11 )   $ (0.15 )   $ (0.16 )   $ (0.80 )
Weighted average common shares outstanding:                                
Basic and diluted     105,235       104,559       105,142       104,471  

 

  9 | P a g e

  

Summit Hotel Properties, Inc.
Reconciliation of Net Income (Loss) to Non-GAAP Measures – Funds From Operations

(in thousands, except per share and unit amounts)

(Unaudited)

 

    For the Three Months Ended
December 31,
    For the Year Ended
December 31,
 
    2022     2021     2022     2021  
Net (loss) income   $ (12,082 )   $ (10,905 )   $ 1,217     $ (68,584 )
Preferred dividends     (3,969 )     (4,263 )     (15,875 )     (15,431 )
Distributions to and accretion of redeemable non-controlling interests     (654 )     -       (2,520 )     -  
Premium on redemption of preferred stock     -       -       -       (2,710 )
Loss (income) related to non-controlling interests in consolidated joint ventures     2,898       (124 )     (2,321 )     2,896  
Net loss applicable to common shares and common units     (13,807 )     (15,292 )     (19,499 )     (83,829 )
Real estate-related depreciation (1)     36,533       26,041       145,492       105,462  
Loss on write down or impairment of assets     10,420       -       10,420       4,361  
Loss (gain) on disposal of assets, net     164       (159 )     (20,315 )     (240 )
Adjustments related to non-controlling interests in consolidated joint ventures     (7,768 )     (2,450 )     (20,845 )     (8,454 )
FFO applicable to common shares and common units     25,542       8,140       95,253       17,300  
Recoveries of credit losses     -       -       (1,100 )     (2,632 )
Amortization of lease-related intangible assets     -       22       -       87  
Amortization of deferred financing costs     1,470       1,114       5,708       4,353  
Amortization of franchise fees (1)     159       138       663       493  
Amortization of intangible assets (1)     911       -       3,643       -  
Equity-based compensation     1,376       4,820       8,446       10,681  
Executive transition costs     -       1,065       -       1,065  
Transaction costs     12       -       749       3,849  
Debt transaction costs     362       60       1,528       220  
Premium on redemption of preferred stock     -       -       -       2,710  
Non-cash interest income (2)     -       (263 )     (113 )     (1,042 )
Non-cash lease expense, net     131       133       505       521  
Casualty losses (recoveries), net     1,451       (313 )     2,505       468  
Adjustments related to non-controlling interests in consolidated joint ventures     (657 )     (115 )     (3,400 )     (1,291 )
Special allocation related to sale of joint venture asset     (417 )     -       (417 )     -  
AFFO applicable to common shares and common units   $ 30,340     $ 14,801     $ 113,970     $ 36,782  
FFO per common share / common unit   $ 0.21     $ 0.08     $ 0.79     $ 0.16  
AFFO per common share / common unit   $ 0.25     $ 0.14     $ 0.94     $ 0.35  
Weighted average diluted common shares/common units for FFO and AFFO (3)     121,923       105,433       121,163       105,455  

 

(1) The total of these line items represents depreciation and amortization as reported on the Company’s Condensed Consolidated Statements of Operations for the periods presented.

 

(2) Non-cash interest income relates to the amortization of the discount on certain notes receivable. The discount on these notes receivable was recorded at inception of the related loans based on the estimated value of the embedded purchase options in the notes receivable.

 

(3) The Company includes the outstanding OP units issued by Summit Hotel OP, LP, the Company’s operating partnership, held by limited partners other than the Company because the OP units are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one-for-one basis.

 

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Summit Hotel Properties, Inc.

Reconciliation of Weighted Average Diluted Common Shares

(in thousands)

(Unaudited)

  

    For the Three Months Ended
December 31,
    For the Year Ended
December 31,
 
    2022     2021     2022     2021  
Weighted average dilutive common shares outstanding     105,235       104,559       105,142       104,471  
Dilutive effect of restricted stock awards     105       381       221       402  
Dilutive effect of performance stock awards     52       -       7       -  
Dilutive effect of shares issuable upon conversion of convertible debt     24,193       23,978       24,193       23,256  
Adjusted weighted average dilutive common shares outstanding     129,585       128,918       129,563       128,129  
                                 
Non-GAAP adjustment for dilutive effect of common units     15,981       125       15,360       144  
Non-GAAP adjustment for dilutive effect of restricted stock awards     550       368       433       438  
Non-GAAP adjustment for dilutive effect of shares issuable upon conversion of convertible debt     (24,193 )     (23,978 )     (24,193 )     (23,256 )
Non-GAAP weighted dilutive common shares/units outstanding – FFO and AFFO     121,923       105,433       121,163       105,455  

 

  11 | P a g e

  

Summit Hotel Properties, Inc.

Reconciliation of Net (Loss) Income to Non-GAAP Measures – EBITDAre

(in thousands)

(Unaudited)

 

    For the Three Months Ended
December 31,
    For the Year Ended
December 31,
 
    2022     2021     2022     2021  
Net (loss) income   $ (12,082 )   $ (10,905 )   $ 1,217     $ (68,584 )
Depreciation and amortization     37,698       26,179       150,160       105,955  
Interest expense     19,379       10,801       65,581       43,368  
Interest income     (45 )     (2 )     (65 )     (8 )
Income tax (benefit) expense     (1,036 )     398       3,611       1,473  
EBITDA     43,914       26,471       220,504       82,204  
Loss on write down or impairment of assets     10,420       -       10,420       4,361  
Loss (gain) on disposal of assets, net     164       (159 )     (20,315 )     (240 )
EBITDAre     54,498       26,312       210,609       86,325  
Recoveries of credit losses     -       -       (1,100 )     (2,632 )
Amortization of lease-related intangible assets     -       22       -       87  
Amortization of key money liabilities     (96 )     -       (363 )     -  
Equity-based compensation     1,376       4,820       8,446       10,681  
Executive transition costs     -       1,065       -       1,065  
Transaction costs     12       -       749       3,849  
Debt transaction costs     362       60       1,528       220  
Non-cash interest income (1)     -       (263 )     (113 )     (1,042 )
Non-cash lease expense, net     131       133       505       521  
Casualty losses (recoveries), net     1,451       (313 )     2,505       468  
Loss (income) related to non-controlling interests in consolidated joint ventures     2,898       (124 )     (2,321 )     2,896  
Adjustments related to non-controlling interests in consolidated joint ventures     (14,131 )     (3,199 )     (39,213 )     (11,943 )
Special allocation related to sale of joint venture asset     (417 )     -       (417 )     -  
Adjusted EBITDAre   $ 46,084     $ 28,513     $ 180,815     $ 90,495  

 

(1) Non-cash interest income relates to the amortization of the discount on certain notes receivable. The discount on these notes receivable was recorded at inception of the related loans based on the estimated value of the embedded purchase options in the notes receivable.

 

  12 | P a g e

  

Summit Hotel Properties, Inc.

Pro Forma Hotel Operating Data

(in thousands)

(Unaudited)

 

    For the Three Months Ended
December 31,
    For the Years Ended
December 31,
 
Pro Forma Operating Data (1,2)   2022     2021     2022     2021  
Pro forma room revenue   $ 153,767     $ 127,208     $ 619,051     $ 436,048  
Pro forma other hotel operations revenue     18,710       12,639       70,131       40,856  
Pro forma total revenues     172,477       139,847       689,182       476,904  
Pro forma total hotel operating expenses     110,335       90,943       445,242       327,226  
Pro forma hotel EBITDA   $ 62,142     $ 48,904     $ 243,940     $ 149,678  
Pro forma hotel EBITDA Margin     36.0 %     35.0 %     35.4 %     31.4 %
                                 
Reconciliations of Non-GAAP financial measures to comparable GAAP financial measures                  
                                 
Revenue:                                
Total revenues   $ 172,326     $ 106,862     $ 675,695     $ 361,926  
Total revenues - acquisitions (1)     151       34,260       15,329       118,864  
Total revenues - dispositions (2)     -       (1,275 )     (1,842 )     (3,886 )
Pro forma total revenues     172,477       139,847       689,182       476,904  
                                 
Hotel Operating Expenses:                                
Total hotel operating expenses     110,277       71,149       437,234       254,471  
Hotel operating expenses - acquisitions (1)     58       20,826       9,593       76,272  
Hotel operating expenses - dispositions (2)     -       (1,032 )     (1,585 )     (3,517 )
Pro forma hotel operating expenses     110,335       90,943       445,242       327,226  
                                 
Hotel EBITDA:                                
Operating income (loss)     6,733       (1,452 )     67,782       (33,266 )
Loss (gain) on disposal of assets, net     164       (159 )     (20,315 )     (240 )
Loss on write down or impairment of assets     10,420       -       10,420       4,361  
Recoveries of credit losses     -       -       (1,100 )     (2,632 )
Transaction costs     12       -       749       3,849  
Corporate general and administrative     7,022       11,145       30,765       29,428  
Depreciation and amortization     37,698       26,179       150,160       105,955  
Hotel EBITDA     62,049       35,713       238,461       107,455  
Hotel EBITDA - acquisitions (1)     (19,232 )     (685 )     (58,641 )     (1,428 )
Hotel EBITDA - dispositions (2)     -       (243 )     (257 )     (369 )
Same store hotel EBITDA   $ 42,817     $ 34,785     $ 179,563     $ 105,658  
Hotel EBITDA - acquisitions (3)     19,325       14,119       64,377       44,020  
Pro forma hotel EBITDA   $ 62,142     $ 48,904     $ 243,940     $ 149,678  

 

(1) For any hotels acquired by the Company after January 1, 2021 (the “Acquired Hotels”), the Company has excluded the financial results of each of the Acquired Hotels for the period the Acquired Hotels were purchased by the Company to December 31, 2022 (the “Acquisition Period”) in determining same-store hotel EBITDA.

 

(2) For hotels sold by the Company between January 1, 2021, and December 31, 2022 (the “Disposed Hotels”), the Company has excluded the financial results of each of the Disposed Hotels for the period beginning on January 1, 2020 and ending on the date the Disposed Hotels were sold by the Company (the “Disposition Period”) in determining same-store hotel EBITDA.

 

(3) Unaudited pro forma information includes operating results for 103 hotels owned as of December 31, 2022, as if all such hotels had been owned by the Company since January 1, 2021. For hotels acquired by the Company after January 1, 2021 (the “Acquired Hotels”), the Company has included in the pro forma information the financial results of each of the Acquired Hotels for the period from January 1, 2021, to December 31, 2022. The financial results for the Acquired Hotels include information provided by the third-party owner of such Acquired Hotel prior to purchase by the Company and have not been audited or reviewed by our auditors or adjusted by us. The 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 are not indicative of future results.

 

  13 | P a g e

 

Summit Hotel Properties, Inc.

Pro Forma Hotel Operating Data

(in thousands, except operating statistics)

(Unaudited)

 

    2022  
Pro Forma Operating Data (1,2)   Q1     Q2     Q3     Q4     Year Ended
12/31/2022
 
Pro forma room revenue   $ 135,262     $ 169,519     $ 160,503     $ 153,767     $ 619,051  
Pro forma other hotel operations revenue     15,024       18,263       18,134       18,710       70,131  
Pro forma total revenues     150,286       187,782       178,637       172,477       689,182  
Pro forma total hotel operating expenses     100,696       116,910       117,301       110,335       445,242  
Pro forma hotel EBITDA   $ 49,590     $ 70,872     $ 61,336     $ 62,142     $ 243,940  
Pro forma hotel EBITDA Margin     33.0 %     37.7 %     34.3 %     36.0 %     35.4 %
                                         
Pro Forma Statistics (1,2)                                        
Rooms sold     876,489       1,034,603       1,011,675       963,342       3,886,109  
Rooms available     1,365,325       1,395,182       1,410,544       1,410,583       5,581,634  
Occupancy     64.2 %     74.2 %     71.7 %     68.3 %     69.6 %
ADR   $ 154.32     $ 163.85     $ 158.65     $ 159.62     $ 159.30  
RevPAR   $ 99.07     $ 121.50     $ 113.79     $ 109.01     $ 110.91  
                                         
                                         
Actual Statistics                                        
Rooms sold     843,066       1,025,340       1,010,996       963,151       3,842,553  
Rooms available     1,313,661       1,382,673       1,409,716       1,410,358       5,516,408  
Occupancy     64.2 %     74.2 %     71.7 %     68.3 %     69.7 %
ADR   $ 152.79     $ 162.68     $ 158.39     $ 159.50     $ 158.58  
RevPAR   $ 98.05     $ 120.64     $ 113.59     $ 108.92     $ 110.46  
                                         
Reconciliations of Non-GAAP financial measures to comparable GAAP financial measures                  
                                         
Revenue:                                        
Total revenues   $ 141,869     $ 183,248     $ 178,252     $ 172,326     $ 675,695  
Total revenues from acquisitions (1)     9,551       5,242       385       151       15,329  
Total revenues from dispositions (2)     (1,134 )     (708 )     -       -       (1,842 )
Pro forma total revenues     150,286       187,782       178,637       172,477       689,182  
                                         
Hotel Operating Expenses:                                        
Total hotel operating expenses     95,734       114,074       117,149       110,277       437,234  
Total hotel operating expenses from acquisitions (1)     6,030       3,353       152       58       9,593  
Total hotel operating expenses from dispositions (2)     (1,068 )     (517 )     -       -       (1,585 )
Pro forma total hotel operating expenses     100,696       116,910       117,301       110,335       445,242  
                                         
Hotel EBITDA:                                        
Operating income     724       43,095       17,230       6,733       67,782  
(Gain) loss on disposal of assets, net     -       (20,484 )     5       164       (20,315 )
Loss on write down or impairment of assets     -       -       -       10,420       10,420  
Recoveries of credit losses     -       (250 )     (850 )     -       (1,100 )
Transaction costs     -       681       56       12       749  
Corporate general and administrative     9,137       8,074       6,532       7,022       30,765  
Depreciation and amortization     36,274       38,058       38,130       37,698       150,160  
Hotel EBITDA     46,135       69,174       61,103       62,049       238,461  
Hotel EBITDA from acquisitions (1)     (12,304 )     (14,815 )     (12,290 )     (19,232 )     (58,641 )
Hotel EBITDA from dispositions (2)     (66 )     (191 )     -       -       (257 )
Same store hotel EBITDA   $ 33,765     $ 54,168     $ 48,813     $ 42,817     $ 179,563  
Hotel EBITDA from acquisitions (3)     15,825       16,704       12,523       19,325       64,377  
Pro forma hotel EBITDA   $ 49,590     $ 70,872     $ 61,336     $ 62,142     $ 243,940  

 

(1) For any hotels acquired by the Company after January 1, 2022 (the “Acquired Hotels”), the Company has excluded the financial results of each of the Acquired Hotels for the period the Acquired Hotels were purchased by the Company to December 31, 2022 (the “Acquisition Period”) in determining same-store hotel EBITDA.

 

(2) For hotels sold by the Company between January 1, 2022, and December 31, 2022 (the “Disposed Hotels”), the Company has excluded the financial results of each of the Disposed Hotels for the period beginning on January 1, 2022, and ending on the date the Disposed Hotels were sold by the Company (the “Disposition Period”) in determining same-store hotel EBITDA.

 

(3) Unaudited pro forma information includes operating results for 103 hotels owned as of December 31, 2022, as if all such hotels had been owned by the Company since January 1, 2022. For hotels acquired by the Company after January 1, 2022 (the “Acquired Hotels”), the Company has included in the pro forma information the financial results of each of the Acquired Hotels for the period from January 1, 2022, to December 31, 2022. The financial results for the Acquired Hotels include information provided by the third-party owner of such Acquired Hotel prior to purchase by the Company and have not been audited or reviewed by our auditors or adjusted by us. The 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 are not indicative of future results.

 

  14 | P a g e

 

Summit Hotel Properties, Inc.
Reconciliation of Net (Loss) Income to Non-GAAP Measures – EBITDA for Financial Outlook

(in thousands)

(Unaudited)

 

    FYE 2023 Outlook  
    Low     High  
Net (loss) income   $ (9,100 )   $ 10,000  
Depreciation and amortization     150,100       150,100  
Interest expense     84,600       84,100  
Income tax expense     3,100       3,100  
EBITDA and EBITDAre   $ 228,700     $ 247,300  
Equity-based compensation     7,300       7,300  
Debt transaction costs     300       300  
Other non-cash expense     400       400  
Loss related to non-controlling interests in consolidated joint ventures     12,300       9,200  
Adjustments related to non-controlling interests in consolidated joint ventures     (58,600 )     (58,600 )
Adjusted EBITDAre   $ 190,400     $ 205,900  

 

  15 | P a g e

 

Summit Hotel Properties, Inc.
Reconciliation of Net (Loss) Income to Non-GAAP Measures – Funds From Operations for Financial Outlook

(In thousands except per share and unit)

(Unaudited)

 

 

    FYE 2023 Outlook  
    Low     High  
Net (loss) income   $ (9,100 )   $ 10,000  
Preferred dividends     (15,900 )     (15,900 )
Distributions to and accretion of redeemable non-controlling interests     (2,600 )     (2,600 )
Loss related to non-controlling interests in consolidated joint ventures     12,300       9,200  
Net (loss) income applicable to common shares and common units   $ (15,300 )   $ 700  
Real estate-related depreciation     145,800       145,800  
Adjustments related to non-controlling interests in consolidated joint ventures     (30,900 )     (30,900 )
FFO applicable to common shares and common units   $ 99,600     $ 115,600  
Amortization of deferred financing costs     3,000       3,000  
Amortization of franchise fees     600       600  
Equity-based compensation     7,300       7,300  
Debt transaction costs     300       300  
Other non-cash expense     4,100       4,100  
Adjustments related to non-controlling interests in consolidated joint ventures     (2,800 )     (2,800 )
AFFO applicable to common shares and common units   $ 112,100     $ 128,100  
Weighted average diluted common shares / common units for FFO and AFFO     122,400       122,400  
FFO per common share / common unit   $ 0.81     $ 0.94  
AFFO per common share / common unit   $ 0.92     $ 1.05  

 

  16 | P a g e

 

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, and Hotel EBITDA (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).

  

Funds From Operations (“FFO”) and Adjusted FFO (“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, transaction costs, 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, and certain transaction costs related to lodging property acquisition activities and debt, 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 depreciation and amortization expense on assets at our corporate offices, which is de minimus. 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 release, FFO is based on our computation of FFO and not the computation of Nareit-defined FFO unless otherwise noted.

 

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EBITDA, EBITDAre, Adjusted EBITDAre, and Hotel EBITDA

 

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.

 

With respect to hotel EBITDA, we believe that excluding the effect of corporate-level expenses and non-cash items provides a more complete understanding of the operating results over which individual hotels and operators have direct control. We believe the property-level results provide investors with supplemental information on the ongoing operational performance of our hotels and effectiveness of the third-party management companies operating our business on a property-level basis.

 

We caution investors that amounts presented in accordance with our definitions of EBITDA, EBITDAre, adjusted EBITDAre, and hotel EBITDA may not be comparable to similar measures disclosed by other companies, since not all companies calculate these non-GAAP measures in the same manner. EBITDA, EBITDAre, adjusted EBITDAre, and hotel EBITDA should not be considered as an alternative measure of our net income (loss) or operating performance. EBITDA, EBITDAre, adjusted EBITDAre, and hotel EBITDA may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that EBITDA, EBITDAre, adjusted EBITDAre, and hotel EBITDA can enhance your understanding of our financial condition and results of operations, these non-GAAP financial measures are not necessarily a better indicator of any trend as compared to a comparable GAAP measure such as net income (loss). Above, we include a quantitative reconciliation of EBITDA, EBITDAre, adjusted EBITDAre and hotel EBITDA to the most directly comparable GAAP financial performance measure, which is net income (loss) and operating income (loss).

 

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EX-99.2 3 tm237634d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

E ARNINGS R ELEASE S UPPLEMENT F OURTH Q UARTER 2022 F EBRUARY 27, 2022

 


 


 


Table of Contents Section I Forward - Looking Statements and Non - GAAP Financial Measure Disclosures Section II Corporate Financial Schedules Section III Operating & Property - Level Schedules Section IV Capitalization and Debt Schedules Section VI Asset Listing 2 Forward - Looking Statements We make forward - looking statements in this presentation that are subject to risks and uncertainties . These forward - looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans, and objectives . When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” or similar expressions, we intend to identify forward - looking statements . Statements regarding the following subjects, among others, may be forward - looking by their nature : • our ability to increase our dividend per share of common stock ; • the state of the U . S . economy generally or in specific geographic regions in which we operate, and the effect of general economic conditions on the lodging industry and our business in particular ; • market trends in our industry, interest rates, real estate values and the capital markets ; • our business and investment strategy and, particularly, our ability to identify and complete hotel acquisitions and dispositions ; • our projected operating results ; • actions and initiatives of the U . S . government and changes to U . S . government policies and the execution and impact of such actions, initiatives and policies ; • our ability to manage our relationships with our management companies and franchisors ; • our ability to maintain our existing and future financing arrangements ; • changes in the value of our properties ; • the impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters ; • our ability to satisfy the requirements for qualification as a REIT under the U . S . Tax Code ; • our ability to repay or refinance our indebtedness as it matures or becomes callable by lenders ; • the availability of qualified personnel ; • our ability to make distributions to our stockholders in the future ; • the general volatility of the market price of our securities ; and • the degree and nature of our competition . Forward - looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account information currently available to us . You should not place undue reliance on these forward - looking statements . These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us . These factors are discussed under “Item 1 A . Risk Factors” in our Annual Report on Form 10 - K for the year ended December 31 , 2022 , and in other documents we have filed with the Securities and Exchange Commission . If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward - looking statements . Any forward - looking statement is effective only as of the date on which it is made . New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us . Except as required by law we are not obligated to, and do not intend to, publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise . Additionally, this presentation contains certain unaudited historical and pro forma information and metrics which are based or calculated from historical data that is maintained or produced by Summit or third parties . This presentation contain statistics and other data that may have been obtained from, or compiled from, information made available by third - parties . 3 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 (" EBITDA re ") and Adjusted EBITDA re (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, transaction costs, 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, and certain transaction costs related to lodging property acquisition activities and debt, 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 depreciation and amortization expense on assets at our corporate offices, which is de minimus . 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 . 4 Non - GAAP Financial Measures (cont.) EBITDAre and Adjusted EBITDAre In September 2017 , Nareit proposed a standardized performance measure, called EBITDA re , 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 EBITDA re as a more widely known and understood supplemental measure of performance . EBITDA re 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 . EBITDA re , 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 EBITDA re 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 EBITDA re 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 EBITDA re , 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 . 5

 


 


Table of Contents Section I Forward - Looking Statements and Non - GAAP Financial Measure Disclosures Section II Corporate Financial Schedules Section III Operating & Property - Level Schedules Section IV Capitalization and Debt Schedules Section VI Asset Listing 6 Summary Financial Results (1) See tables later in this presentation for a discussion and reconciliation of net loss to non - GAAP financial measures, including earnings before interest, taxes, depreciation, and amortization (“EBITDA”), EBITDAre, adjusted EBITDAre, funds from operations (“FFO”), FFO per diluted share and unit, adjusted FFO (“AFFO”), and AFFO p er diluted share and unit, as well as a reconciliation of operating income ( loss) to hotel EBITDA.

 


See “Non - GAAP Financial Measures” at the end of this presentation. (2) Unless stated otherwise in this presentation, all pro forma information includes operating and financial results for 103 hote ls owned as of December 31, 2022, as if each hotel had been owned by the Company since January 1, 2021 and remained open for the entirety of the measurement period. As a result, all pro forma inform ati on includes operating and financial results for hotels acquired since January 1, 2021, which may include periods prior to the Company’s ownership. Pro forma and non - GAAP financial measures are unaud ited. (3) All same store information includes 71 hotels owned as of December 31, 2022, with operating and financial results for the twe lve months ended December 31, 2022, 2021, and 2019. (In thousands, except per share metrics) For the Three Months Ended December 31, For the Years Ended December 31, 2022 2021 2022 2021 (unaudited) Net loss attributable to common stockholders (11,975)$ (15,275)$ (16,929)$ (83,714)$ Net loss per diluted share (0.11)$ (0.15)$ (0.16)$ (0.80)$ Total revenues 172,326$ 106,862$ 675,695$ 361,926$ EBITDAre (1) 54,498$ 26,312$ 210,609$ 86,325$ Adjusted EBITDAre (1) 46,084$ 28,513$ 180,815$ 90,495$ FFO (1) 25,542$ 8,140$ 95,253$ 17,300$ Adjusted FFO (1) 30,340$ 14,801$ 113,970$ 36,782$ FFO per diluted share and unit (1) 0.21$ 0.08$ 0.79$ 0.16$ Adjusted FFO per diluted share and unit (1) 0.25$ 0.14$ 0.94$ 0.35$ Pro Forma (2) RevPAR 109.01$ 92.49$ 110.91$ 80.42$ RevPAR Growth 17.9% 37.9% Hotel EBITDA 62,142$ 48,904$ 243,940$ 149,678$ Hotel EBITDA margin 36.0% 35.0% 35.4% 31.4% Hotel EBITDA margin growth 106 bps 401 bps Same Store (3) RevPAR 110.74$ 93.78$ 114.61$ 80.80$ RevPAR Growth 18.1% 41.8% Hotel EBITDA 42,817$ 34,785$ 179,563$ 105,658$ Hotel EBITDA margin 34.5% 33.5% 35.5% 29.8% Hotel EBITDA margin growth 109 bps 576 bps 7 Summary Pro Forma Operating Results (1) Unaudited pro forma information includes operating results for 103 hotels owned as of December 31, 2022, as if all such hotel s h ad been owned by the Company since January 1, 2022.

 


For hotels acquired by the Company after January 1, 2022 (the “Acquired Hotels”), the Company has included in the pro forma information the financial results of each of the Acquired Hotels for the period from January 1, 2022, to December 31, 2022. The financial results for the Acquired Hotels include information provided by the thi rd - party owner of such Acquired Hotel prior to purchase by the Company and have not been audited or reviewed by our auditors or adjusted by us. The pro forma information is included to enable com par ison of results for the current reporting period to results for the comparable period of the prior year and are not indicative of future results. 2022 Pro Forma Operating Data (1) Q1 Q2 Q3 Q4 Year Ended December 31, 2022 Pro forma room revenue 135,262$ 169,519$ 160,503$ 153,767$ 619,051$ Pro forma other hotel operations revenue 15,024 18,263 18,134 18,710 70,131 Pro forma total revenues 150,286 187,782 178,637 172,477 689,182 Pro forma total hotel operating expenses 100,696 116,910 117,301 110,335 445,242 Pro forma hotel EBITDA 49,590$ 70,872$ 61,336$ 62,142$ 243,940$ Pro forma hotel EBITDA Margin 33.0% 37.7% 34.3% 36.0% 35.4% Pro Forma Statistics (1) Rooms sold 876,489 1,034,603 1,011,675 963,342 3,886,109 Rooms available 1,365,325 1,395,182 1,410,544 1,410,583 5,581,634 Occupancy 64.2% 74.2% 71.7% 68.3% 69.6% ADR 154.32$ 163.85$ 158.65$ 159.62$ 159.30$ RevPAR 99.07$ 121.50$ 113.79$ 109.01$ 110.91$ Actual Statistics Rooms sold 843,066 1,025,340 1,010,996 963,151 3,842,553 Rooms available 1,313,661 1,382,673 1,409,716 1,410,358 5,516,408 Occupancy 64.2% 74.2% 71.7% 68.3% 69.7% ADR 152.79$ 162.68$ 158.39$ 159.50$ 158.58$ RevPAR 98.05$ 120.64$ 113.59$ 108.92$ 110.46$ 8 Adjusted EBITDAre Reconciliation (1) Non - cash interest income relates to the amortization of the discount on certain notes receivable.

 


The discount on these notes re ceivable was recorded at inception of the related loans based on the estimated value of the embedded purchase options in the notes receivable. 9 For the Three Months Ended December 31, For the Years Ended December 31, 2022 2021 2022 2021 Net (loss) income (12,082)$ (10,905)$ 1,217$ (68,584)$ Depreciation and amortization 37,698 26,179 150,160 105,955 Interest expense 19,379 10,801 65,581 43,368 Interest income (45) (2) (65) (8) Income tax (benefit) expense (1,036) 398 3,611 1,473 EBITDA 43,914$ 26,471$ 220,504$ 82,204$ Loss on write down or impairment of assets 10,420 - 10,420 4,361 Loss (gain) on disposal of assets, net 164 (159) (20,315) (240) EBITDAre 54,498$ 26,312$ 210,609$ 86,325$ Recoveries of credit losses - - (1,100) (2,632) Amortization of lease-related intangible assets - 22 - 87 Amortization of key money liabilities (96) - (363) - Equity-based compensation 1,376 4,820 8,446 10,681 Executive transition costs - 1,065 - 1,065 Transaction costs 12 - 749 3,849 Debt transaction costs 362 60 1,528 220 Non-cash interest income (1) - (263) (113) (1,042) Non-cash lease expense, net 131 133 505 521 Casualty losses (recoveries), net 1,451 (313) 2,505 468 Loss (income) related to non-controlling interests in consolidated joint ventures 2,898 (124) (2,321) 2,896 Adjustments related to non-controlling interests in consolidated joint ventures (14,131) (3,199) (39,213) (11,943) Special allocation related to sale of joint venture asset (417) - (417) - Adjusted EBITDAre 46,084$ 28,513$ 180,815$ 90,495$ Adjusted FFO Reconciliation (1) The total of these line items represents depreciation and amortization as reported on the Company’s Condensed Consolidated St ate ments of Operations for the periods presented.

 


(2) Non - cash interest income relates to the amortization of the discount on certain notes receivable. The discount on these notes re ceivable was recorded at inception of the related loans based on the estimated value of the embedded purchase options in the notes receivable. (3) The Company includes the outstanding OP units issued by Summit Hotel OP, LP, the Company’s operating partnership, held by lim ite d partners other than the Company because the OP units are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one - for - one basis. 10 For the Three Months Ended December 31, For the Years Ended December 31, 2022 2021 2022 2021 Net (loss) income (12,082)$ (10,905)$ 1,217$ (68,584)$ Preferred dividends (3,969) (4,263) (15,875) (15,431) Distributions to and accretion of redeemable non-controlling interests (654) - (2,520) - Premium on redemption of preferred stock - - - (2,710) Loss (income) related to non-controlling interests in consolidated joint ventures 2,898 (124) (2,321) 2,896 Net loss applicable to common shares and common units (13,807)$ (15,292)$ (19,499)$ (83,829)$ Real estate-related depreciation (1) 36,533 26,041 145,492 105,462 Loss on write down or impairment of assets 10,420 - 10,420 4,361 Loss (gain) on disposal of assets, net 164 (159) (20,315) (240) Adjustments related to non-controlling interests in consolidated joint ventures (7,768) (2,450) (20,845) (8,454) FFO applicable to common shares and common units 25,542$ 8,140$ 95,253$ 17,300$ Recoveries of credit losses - - (1,100) (2,632) Amortization of lease-related intangible assets - 22 - 87 Amortization of deferred financing costs 1,470 1,114 5,708 4,353 Amortization of franchise fees (1) 159 138 663 493 Amortization of intangible assets (1) 911 - 3,643 - Equity-based compensation 1,376 4,820 8,446 10,681 Executive transition costs - 1,065 - 1,065 Transaction costs 12 - 749 3,849 Debt transaction costs 362 60 1,528 220 Premium on redemption of preferred stock - - - 2,710 Non-cash interest income (2) - (263) (113) (1,042) Non-cash lease expense, net 131 133 505 521 Casualty losses (recoveries), net 1,451 (313) 2,505 468 Adjustments related to non-controlling interests in consolidated joint ventures (657) (115) (3,400) (1,291) Special allocation related to sale of joint venture asset (417) - (417) - AFFO applicable to common shares and common units 30,340$ 14,801$ 113,970$ 36,782$ FFO per common share / common unit 0.21$ 0.08$ 0.79$ 0.16$ AFFO per common share / common unit 0.25$ 0.14$ 0.94$ 0.35$ Weighted average diluted common shares / common units for FFO and AFFO (3) 121,923 105,433 121,163 105,455 Reconciliation to Adjusted EBITDAre – By Ownership Interest Q4 2022 (1) Non - cash interest income relates to the amortization of the discount on certain notes receivable.

 


The discount on these notes re ceivable was recorded at inception of the related loans based on the estimated value of the embedded purchase options in the notes receivable. (2) GIC Joint Venture is 51% owned by Summit while Other Joint Ventures are 90% owned by Summit. 11 Summit Wholly-Owned GIC Joint Venture (2) Other Joint Ventures (2) Consolidated GIC JV Pro Rata Adj Other JVs Pro Rata Adj Pro Rata SEC Filing - 10Q/K Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Rooms sold 594,975 569,220 348,307 111,579 19,869 - 963,151 680,799 Rooms available 887,340 887,248 498,088 162,688 24,930 - 1,410,358 1,049,936 Occupancy 67.1% 64.2% 69.9% 68.6% 79.7% - 68.3% 64.8% ADR 162.21$ 143.27$ 152.08$ 152.57$ 208.36$ -$ 159.50$ 144.80$ RevPAR 108.77$ 91.92$ 106.35$ 104.64$ 166.06$ -$ 108.92$ 93.89$ Room revenue 96,512 81,553 52,971 17,024 4,140 - 153,623 98,577 Other revenue 9,596 7,201 6,953 1,084 2,154 - 18,703 8,285 Total revenue 106,108$ 88,754$ 59,924$ 18,108$ 6,294$ -$ 172,326$ 106,862$ Hotel EBITDA 35,237$ 28,572$ 24,853$ 7,141$ 1,959$ -$ 62,049$ 35,713$ % margin 33.2% 32.2% 41.5% 39.4% 31.1% - 36.0% 33.4% Net (loss) income (7,904)$ (11,212)$ (4,356)$ 307$ 178$ -$ (12,082)$ (10,905)$ 2,916$ (124)$ (18)$ -$ (9,184)$ (11,029)$ Depreciation and amortization 20,001 21,242 16,711 4,937 986 - 37,698 26,179 (8,188) (2,419) (99) - 29,411 23,760 Interest expense 7,885 9,587 10,681 1,214 813 - 19,379 10,801 (5,234) (595) (81) - 14,064 10,206 Interest income (35) (2) (10) - - - (45) (2) 5 - - - (40) (2) Income tax benefit (expense) (2,316) 178 1,280 220 - - (1,036) 398 (627) (108) - - (1,663) 290 EBITDA 17,631$ 19,793$ 24,306$ 6,678$ 1,977$ -$ 43,914$ 26,471$ (11,128)$ (3,246)$ (198)$ -$ 32,588$ 23,225$ Loss on write down or impairment of assets 10,420 - - - - - 10,420 - - - - - 10,420 - Loss (gain) on disposal of assets, net 177 (159) (13) - - - 164 (159) 6 - - - 170 (159) EBITDAre 28,228$ 19,634$ 24,293$ 6,678$ 1,977$ -$ 54,498$ 26,312$ (11,122)$ (3,246)$ (198)$ -$ 43,178$ 23,066$ Recoveries of credit losses - - - - - - - - - - - - - - Amortization of lease-related intangible assets - 22 - - - - - 22 - - - - - 22 Amortization of key money liabilities (96) - (96) - - - - - (96) - Equity-based compensation 1,376 4,820 - - - - 1,376 4,820 - - - - 1,376 4,820 Transaction costs 12 - - - - - 12 - - - - - 12 - Debt transaction costs 362 57 - 3 - - 362 60 - (1) - - 362 59 Non-cash interest income (1) - (263) - - - - - (263) - - - - - (263) Non-cash lease expense, net 121 123 10 10 - - 131 133 (5) (5) - - 126 128 Casualty losses (recoveries), net 1,581 (318) (130) 5 - - 1,451 (313) 64 (2) - - 1,515 (315) Other 69 3,996 (53) 1 (18) - (2) 3,997 (389) (3,001) 2 - (389) 996 Adjusted EBITDAre 31,653$ 28,071$ 24,120$ 6,697$ 1,959$ -$ 57,732$ 34,768$ (11,452)$ (6,255)$ (196)$ -$ 46,084$ 28,513$ Summit Wholly-Owned GIC Joint Venture (4) Other Joint Ventures (4) Consolidated GIC JV Pro Rata Adj Other JVs Pro Rata Adj Pro Rata Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Q4 2022 Q4 2021 Net (loss) income (7,904)$ (11,212)$ (4,356)$ 307$ 178$ -$ (12,082)$ (10,905)$ 2,916 (124) (18) - (9,184)$ (11,029)$ Preferred dividends (3,969) (4,263) - - - - (3,969) (4,263) - - - - (3,969) (4,263) Distributions and accretion of redeemable non-controlling interests (654) - - - - - (654) - - - - - (654) - Premium on redemption of preferred stock - - - - - - - - - - - - - - Net loss applicable to common shares and common units (12,527)$ (15,475)$ (4,356)$ 307$ 178$ -$ (16,705)$ (15,168)$ 2,916$ (124)$ (18)$ -$ (13,807)$ (15,292)$ Real estate-related depreciation (1) 19,897 21,136 15,668 4,905 968 - 36,533 26,041 (7,677) (2,450) (97) - 28,759 23,591 Loss on impairment of assets 10,420 - - - - - 10,420 - - - - - 10,420 - Loss (gain) on disposal of assets, net 177 (159) (13) - - - 164 (159) 6 - - - 170 (159) FFO applicable to common shares and common units 17,967$ 5,502$ 11,299$ 5,212$ 1,146$ -$ 30,412$ 10,714$ (4,755)$ (2,574)$ (115)$ -$ 25,542$ 8,140$ Reversal of credit losses - - - - - - - - - - - - - - Amortization of lease-related intangible assets - 22 - - - - - 22 - - - - - 22 Amortization of deferred financing costs 990 950 465 164 15 - 1,470 1,114 (228) (80) (2) - 1,240 1,034 Amortization of franchise fees (1) 78 106 81 32 - - 159 138 (40) (16) - - 119 122 Amortization of intangible assets (1) - - 911 - - - 911 - (446) - - - 465 - Equity-based compensation 1,376 4,820 - - - - 1,376 4,820 - - - - 1,376 4,820 Transaction costs 12 - - - - - 12 - - - - - 12 - Debt transaction costs 362 57 - 3 - - 362 60 - (1) - - 362 59 Premium on redemption of preferred stock - - - - - - - - - - - - - - Non-cash interest income (2) - (263) - - - - - (263) - - - - - (263) Non-cash lease expense, net 121 123 10 10 - - 131 133 (5) (5) - - 126 128 Casualty losses (recoveries), net 1,581 (318) (130) 5 - - 1,451 (313) 64 (2) - - 1,515 (315) Other (3) 3,998 (1) 1 1 - (3) 3,999 (414) (2,945) - - (417) 1,054 AFFO applicable to common shares and common units 22,484$ 14,997$ 12,635$ 5,427$ 1,162$ -$ 36,281$ 20,424$ (5,824)$ (5,623)$ (117)$ -$ 30,340$ 14,801$ FFO per common share / common unit 0.21$ 0.08$ AFFO per common share / common unit 0.25$ 0.14$ Weighted average diluted common shares / common units for FFO and AFFO (3) 121,923 105,433 Reconciliation to Adjusted FFO – By Ownership Interest Q4 2022 (1) The total of these line items represents depreciation and amortization as reported on the Company’s Condensed Consolidated St ate ments of Operations for the periods presented.

 


(2) Non - cash interest income relates to the amortization of the discount on certain notes receivable. The discount on these notes re ceivable was recorded at inception of the related loans based on the estimated value of the embedded purchase options in the notes receivable. (3) The Company includes the outstanding OP units issued by Summit Hotel OP, LP, the Company’s operating partnership, held by lim ite d partners other than the Company because the OP units are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one - for - one basis. (4) GIC Joint Venture is 51% owned by Summit while Other Joint Ventures are 90% owned by Summit. 12 Reconciliation to Adjusted EBITDAre – By Ownership Interest Full Year 2022 (1) Non - cash interest income relates to the amortization of the discount on certain notes receivable.

 


The discount on these notes re ceivable was recorded at inception of the related loans based on the estimated value of the embedded purchase options in the notes receivable. (2) GIC Joint Venture is 51% owned by Summit while Other Joint Ventures are 90% owned by Summit. 13 Summit Wholly-Owned GIC Joint Venture (2) Other Joint Ventures (2) Consolidated GIC JV Pro Rata Adj Other JVs Pro Rata Adj Pro Rata SEC Filing - 10Q/K FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 Rooms sold 2,442,311 2,230,653 1,361,179 347,197 39,063 - 3,842,553 2,577,850 Rooms available 3,520,394 3,621,580 1,941,252 519,220 54,762 - 5,516,408 4,140,800 Occupancy 69.4% 61.6% 70.1% 66.9% 71.3% - 69.7% 62.3% ADR 162.28$ 128.05$ 151.28$ 140.27$ 181.76$ -$ 158.58$ 129.70$ RevPAR 112.59$ 78.87$ 106.08$ 93.79$ 129.65$ -$ 110.46$ 80.74$ Room revenue 396,350 285,638 205,920 48,700 7,100 - 609,370 334,338 Other revenue 36,010 24,445 25,596 3,143 4,719 - 66,325 27,588 Total revenue 432,360$ 310,083$ 231,516$ 51,843$ 11,819$ -$ 675,695$ 361,926$ Hotel EBITDA 146,846$ 87,676$ 89,034$ 19,779$ 2,581$ -$ 238,461$ 107,455$ % margin 34.0% 28.3% 38.5% 38.2% 21.8% - 35.3% 29.7% Net (loss) income (3,969)$ (62,657)$ 6,364$ (5,927)$ (1,178)$ -$ 1,217$ (68,584)$ (2,439)$ 2,896$ 118$ -$ (1,104)$ (65,688)$ Depreciation and amortization 81,170 88,539 66,760 17,416 2,230 - 150,160 105,955 (32,712) (8,534) (223) - 117,225 97,421 Interest expense 35,016 38,917 28,995 4,451 1,570 - 65,581 43,368 (14,208) (2,181) (157) - 51,216 41,187 Interest income (53) (8) (12) - - - (65) (8) 6 - - - (59) (8) Income tax benefit (expense) 500 803 3,111 670 - - 3,611 1,473 (1,524) (328) - - 2,087 1,145 EBITDA 112,664$ 65,594$ 105,218$ 16,610$ 2,622$ -$ 220,504$ 82,204$ (50,877)$ (8,147)$ (262)$ -$ 169,365$ 74,057$ Loss on write down or impairment of assets 10,420 4,361 - - - - 10,420 4,361 - - - - 10,420 4,361 Loss (gain) on disposal of assets, net 190 (226) (20,505) (14) - - (20,315) (240) 10,047 7 - - (10,268) (233) EBITDAre 123,274$ 69,729$ 84,713$ 16,596$ 2,622$ -$ 210,609$ 86,325$ (40,830)$ (8,140)$ (262)$ -$ 169,517$ 78,185$ Recoveries of credit losses (1,100) (2,632) - - - - (1,100) (2,632) - - - - (1,100) (2,632) Amortization of lease-related intangible assets - 87 - - - - - 87 - - - - - 87 Amortization of key money liabilities (363) - (363) - - - - - (363) - Equity-based compensation 8,446 10,681 - - - - 8,446 10,681 - - - - 8,446 10,681 Transaction costs 12 2,007 737 1,842 - - 749 3,849 (361) (903) - - 388 2,946 Debt transaction costs 1,492 191 36 29 - - 1,528 220 (18) (14) - - 1,510 206 Non-cash interest income (1) (113) (1,042) - - - - (113) (1,042) - - - - (113) (1,042) Non-cash lease expense, net 476 487 29 34 - - 505 521 (14) (17) - - 491 504 Casualty losses (recoveries), net 2,203 459 302 9 - - 2,505 468 (148) (4) - - 2,357 464 Other 234 3,997 (193) 1 (42) - (1) 3,998 (321) (2,902) 4 - (318) 1,096 Adjusted EBITDAre 134,561$ 83,964$ 85,624$ 18,511$ 2,580$ -$ 222,765$ 102,475$ (41,692)$ (11,980)$ (258)$ -$ 180,815$ 90,495$ Reconciliation to Adjusted FFO – By Ownership Interest Full Year 2022 (1) The total of these line items represents depreciation and amortization as reported on the Company’s Condensed Consolidated St ate ments of Operations for the periods presented.

 


(2) Non - cash interest income relates to the amortization of the discount on certain notes receivable. The discount on these notes re ceivable was recorded at inception of the related loans based on the estimated value of the embedded purchase options in the notes receivable. (3) The Company includes the outstanding OP units issued by Summit Hotel OP, LP, the Company’s operating partnership, held by lim ite d partners other than the Company because the OP units are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one - for - one basis. (4) GIC Joint Venture is 51% owned by Summit while Other Joint Ventures are 90% owned by Summit. 14 Summit Wholly-Owned GIC Joint Venture (4) Other Joint Ventures (4) Consolidated GIC JV Pro Rata Adj Other JVs Pro Rata Adj Pro Rata FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 FYE 2022 FYE 2021 Net (loss) income (3,969)$ (62,657)$ 6,364$ (5,927)$ (1,178)$ -$ 1,217$ (68,584)$ (2,439) 2,896 118 - (1,104)$ (65,688)$ Preferred dividends (15,875) (15,431) - - - - (15,875) (15,431) - - - - (15,875) (15,431) Distributions and accretion of redeemable non-controlling interests (2,520) - - - - - (2,520) - - - - - (2,520) - Premium on redemption of preferred stock - (2,710) - - - - - (2,710) - - - - - (2,710) Net loss applicable to common shares and common units (22,364)$ (80,798)$ 6,364$ (5,927)$ (1,178)$ -$ (17,178)$ (86,725)$ (2,439)$ 2,896$ 118$ -$ (19,499)$ (83,829)$ Real estate-related depreciation (1) 80,705 88,149 62,599 17,313 2,188 - 145,492 105,462 (30,673) (8,461) (219) - 114,600 97,001 Loss on impairment of assets 10,420 4,361 - - - - 10,420 4,361 - - - - 10,420 4,361 Loss (gain) on disposal of assets, net 190 (226) (20,505) (14) - - (20,315) (240) 10,047 7 - - (10,268) (233) FFO applicable to common shares and common units 68,951$ 11,486$ 48,458$ 11,372$ 1,010$ -$ 118,419$ 22,858$ (23,065)$ (5,558)$ (101)$ -$ 95,253$ 17,300$ Reversal of credit losses (1,100) (2,632) - - - - (1,100) (2,632) - - - - (1,100) (2,632) Amortization of lease-related intangible assets - 87 - - - - - 87 - - - - - 87 Amortization of deferred financing costs 3,815 3,730 1,858 623 35 - 5,708 4,353 (910) (305) (4) - 4,794 4,048 Amortization of franchise fees (1) 338 389 325 104 - - 663 493 (159) (51) - - 504 442 Amortization of intangible assets (1) - - 3,643 - - - 3,643 - (1,785) - - - 1,858 - Equity-based compensation 8,446 10,681 - - - - 8,446 10,681 - - - - 8,446 10,681 Transaction costs 12 2,007 737 1,842 - - 749 3,849 (361) (903) - - 388 2,946 Debt transaction costs 1,492 191 36 29 - - 1,528 220 (18) (14) - - 1,510 206 Premium on redemption of preferred stock - (2,710) - - - - - (2,710) - - - - - (2,710) Non-cash interest income (2) (113) (1,042) - - - - (113) (1,042) - - - - (113) (1,042) Non-cash lease expense, net 476 487 29 34 - - 505 521 (14) (17) - - 491 504 Casualty losses (recoveries), net 2,203 459 302 9 - - 2,505 468 (148) (4) - - 2,357 464 Other (2) 3,997 - - - - (2) 3,997 (416) 2,491 - - (418) 6,488 AFFO applicable to common shares and common units 84,518$ 27,130$ 55,388$ 14,013$ 1,045$ -$ 140,951$ 41,143$ (26,876)$ (4,361)$ (105)$ -$ 113,970$ 36,782$ FFO per common share / common unit 0.79$ 0.16$ AFFO per common share / common unit 0.94$ 0.35$ Weighted average diluted common shares / common units for FFO and AFFO (3) 121,163 105,455 Full Year 2023 Outlook (1) All pro forma information includes operating and financial results for 103 hotels owned as of December 31, 2022, as if each h ote l had been owned by the Company since January 1, 2022 and will continue to be owned through the entire year ending December 31, 2023.

 


As a result, the pro forma information includes operat ing and financial results for hotels acquired since January 1, 2022, which may include periods prior to the Company’s ownership. Pro forma and non - GAAP financial measures are unaudited. 15 FYE 2023 Outlook Low High Pro Forma RevPAR (1) 117.50$ 123.00$ Pro Forma RevPAR Growth (1) 6.00% 11.00% Adjusted EBITDAre 190,400$ 205,900$ Adjusted FFO 112,100$ 128,100$ Adjusted FFO per Diluted Unit 0.92$ 1.05$ Capital Expenditures, Pro Rata 60,000$ 80,000$ Table of Contents Section I Forward - Looking Statements and Non - GAAP Financial Measure Disclosures Section II Corporate Financial Schedules Section III Operating & Property - Level Schedules Section IV Capitalization and Debt Schedules Section VI Asset Listing 16

 


 


INN Wholly-Owned (61 Hotels) GIC Joint Venture (39 Hotels) Other Joint Ventures (3 Hotels) Pro Forma (103 Hotels) 2022 2021 2022 2021 2022 2021 2022 2021 Pro Forma Operating Data (1) Occupancy 67.1% 64.2% 69.9% 69.8% 79.7% 45.8% 68.3% 66.1% ADR 162.21$ 143.27$ 152.08$ 133.80$ 213.55$ 228.64$ 159.62$ 139.89$ RevPAR 108.76$ 91.92$ 106.35$ 93.44$ 170.30$ 104.76$ 109.01$ 92.49$ Occupancy change 4.5% 0.1% 74.0% 3.3% ADR change 13.2% 13.7% -6.6% 14.1% RevPAR change 18.3% 13.8% 62.6% 17.9% Pro forma total revenues 106,109$ 88,753$ 59,924$ 50,682$ 6,444$ 413$ 172,477$ 139,847$ Pro forma hotel EBITDA 35,237$ 28,571$ 24,853$ 20,199$ 2,052$ 134$ 62,142$ 48,904$ Pro forma hotel EBITDA Margin 33.2% 32.2% 41.5% 39.9% 31.8% 32.5% 36.0% 35.0% Pro Forma Operating Results – By Ownership Interest (1) Unaudited pro forma information includes operating results for 103 hotels owned as of December 31, 2022, as if all such hotel s h ad been owned by the Company since January 1, 2021. For any hotels acquired by the Company after January 1, 2021 (the “Acquired Hotels”), the Company has included in the pro forma information the financial results of each of the Acquired Hotels for the period from January 1, 2021, to the date the Acquired Hotels were purchased by the Company (the “Pre - acquisition Period”). The financial res ults for the Pre - acquisition Period were provided by the third - party owner of such Acquired Hotel prior to purchase by the Company and have not been audited or reviewed by our auditors or adjust ed by us. The 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 are not indicative of fut ure results.

 


Q4 2022 17 INN Wholly-Owned (61 Hotels) GIC Joint Venture (39 Hotels) Other Joint Ventures (3 Hotels) Pro Forma (103 Hotels) 2022 2021 2022 2021 2022 2021 2022 2021 Pro Forma Operating Data (1) Occupancy 69.4% 61.4% 69.9% 67.5% 73.3% 45.8% 69.6% 63.6% ADR 162.28$ 128.21$ 151.13$ 123.56$ 212.89$ 228.64$ 159.30$ 126.53$ RevPAR 112.59$ 78.76$ 105.61$ 83.44$ 155.98$ 104.76$ 110.91$ 80.42$ Occupancy change 12.9% 3.5% 59.9% 9.5% ADR change 26.6% 22.3% -6.9% 25.9% RevPAR change 42.9% 26.6% 48.9% 37.9% Pro forma total revenues 432,360$ 301,217$ 233,079$ 175,274$ 23,743$ 413$ 689,182$ 476,904$ Pro forma hotel EBITDA 146,845$ 84,454$ 89,529$ 65,091$ 7,566$ 134$ 243,940$ 149,678$ Pro forma hotel EBITDA Margin 34.0% 28.0% 38.4% 37.1% 31.9% 32.5% 35.4% 31.4% Pro Forma Operating Results – By Ownership Interest (1) Unaudited pro forma information includes operating results for 103 hotels owned as of December 31, 2022, as if all such hotel s h ad been owned by the Company since January 1, 2021. For any hotels acquired by the Company after January 1, 2021 (the “Acquired Hotels”), the Company has included in the pro forma information the financial results of each of the Acquired Hotels for the period from January 1, 2021, to the date the Acquired Hotels were purchased by the Company (the “Pre - acquisition Period”). The financial res ults for the Pre - acquisition Period were provided by the third - party owner of such Acquired Hotel prior to purchase by the Company and have not been audited or reviewed by our auditors or adjust ed by us. The 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 are not indicative of fut ure results.

 


Full Year 2022 18 Summary Pro Forma Operating Results (1) Unaudited pro forma information includes operating results for 103 hotels owned as of December 31, 2022, as if all such hotel s h ad been owned by the Company since January 1, 2019. For any hotels acquired by the Company after January 1, 2019 (the “Acquired Hotels”), the Company has included in the 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 the Company (the “Pre - acquisition Period”). The financial res ults for the Pre - acquisition Period were provided by the third - party owner of such Acquired Hotel prior to purchase by the Company and have not been audited or reviewed by our auditors or adjusted by us. The 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 are not indicative of future resu lts . Pro Forma (103) Hotels - 2022 (1) Q1 Q2 Q3 Oct Nov Dec Q4 FYE Occupancy 64.2% 74.2% 71.7% 75.8% 68.4% 60.7% 68.3% 69.6% ADR 154.32$ 163.85$ 158.65$ 171.14$ 156.70$ 148.41$ 159.62$ 159.30$ RevPAR 99.07$ 121.50$ 113.79$ 129.72$ 107.13$ 90.11$ 109.01$ 110.91$ 2021 Variance Occupancy change vs 2021 20.7% 12.5% 4.4% 6.2% 3.2% 0.1% 3.3% 9.5% ADR change vs 2021 49.6% 37.2% 15.1% 17.3% 13.8% 9.9% 14.1% 25.9% RevPAR change vs 2021 80.5% 54.4% 20.2% 24.5% 17.3% 10.0% 17.9% 37.9% 2019 Variance Occupancy change vs 2019 -16.1% -9.7% -9.8% -7.7% -11.0% -9.3% -9.3% -11.1% ADR change vs 2019 -4.4% 2.4% 3.9% 4.3% 5.6% 11.4% 6.7% 2.2% RevPAR change vs 2019 -19.8% -7.5% -6.2% -3.7% -6.0% 1.0% -3.2% -9.1% 19 Summary Comparable 2019 Portfolio Operating Results (1) Unaudited pro forma information includes operating results for 92 comparable hotels owned as of December 31, 2022, as if all suc h hotels had been owned by the Company since January 1, 2019.

 


For any hotels acquired by the Company after January 1, 2019 (the “Acquired Hotels”), the Company has included in the pro forma i nfo rmation 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 the Company (the “Pre - acquisition Period”). The f inancial results for the Pre - acquisition Period were provided by the third - party owner of such Acquired Hotel prior to purchase by the Company and have not been audited or reviewed by our auditors or adjusted by us. The 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 are not ind ica tive of future results. Comparable (92) Hotels - 2022 (1) Q1 Q2 Q3 Oct Nov Dec Q4 FYE Occupancy 64.2% 74.9% 72.6% 75.8% 68.3% 60.3% 68.1% 70.0% ADR 151.49$ 163.36$ 158.98$ 171.10$ 155.91$ 145.44$ 158.49$ 158.33$ RevPAR 97.23$ 122.41$ 115.40$ 129.77$ 106.50$ 87.64$ 107.99$ 110.80$ 2021 Variance Occupancy change vs 2021 20.0% 12.7% 5.2% 6.2% 3.3% -1.0% 3.0% 9.6% ADR change vs 2021 47.4% 36.4% 14.6% 16.2% 12.4% 8.0% 12.7% 24.8% RevPAR change vs 2021 76.8% 53.7% 20.6% 23.4% 16.1% 7.0% 16.1% 36.8% 2019 Variance Occupancy change vs 2019 -16.1% -8.7% -9.7% -8.1% -11.5% -10.5% -9.9% -11.0% ADR change vs 2019 -6.2% 2.1% 4.2% 4.2% 4.7% 8.8% 5.7% 1.5% RevPAR change vs 2019 -21.3% -6.8% -5.9% -4.2% -7.3% -2.7% -4.8% -9.7% 20 Summary Same Store Operating Results (1) Unaudited pro forma information includes operating results for 71 same store hotels owned as of December 31, 2022, as if all suc h hotels had been owned by the Company since January 1, 2019.

 


For any hotels acquired by the Company after January 1, 2019 (the “Acquired Hotels”), the Company has included in the pro forma infor mat ion 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 the Company (the “Pre - acquisition Period”). The financia l results for the Pre - acquisition Period were provided by the third - party owner of such Acquired Hotel prior to purchase by the Company and have not been audited or reviewed by our auditors or adjust ed by us. The 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 are not indicative of fut ure results. Same Store (71) Hotels - 2022 (1) Q1 Q2 Q3 Oct Nov Dec Q4 FYE Occupancy 64.0% 74.5% 72.2% 75.9% 68.2% 60.4% 68.2% 69.7% ADR 152.30$ 162.57$ 158.61$ 170.65$ 155.35$ 145.88$ 158.26$ 158.15$ RevPAR 97.46$ 121.10$ 114.50$ 129.53$ 106.02$ 88.15$ 107.92$ 110.29$ 2021 Variance Occupancy change vs 2021 20.3% 13.0% 5.1% 6.3% 3.0% -0.6% 3.1% 9.7% ADR change vs 2021 47.6% 36.2% 15.0% 16.9% 12.8% 8.4% 13.3% 25.0% RevPAR change vs 2021 77.6% 53.8% 20.9% 24.3% 16.2% 7.7% 16.7% 37.2% 2019 Variance Occupancy change vs 2019 -16.3% -9.3% -9.2% -7.6% -11.2% -9.7% -9.4% -10.9% ADR change vs 2019 -5.7% 1.6% 3.9% 4.0% 4.7% 9.5% 5.8% 1.5% RevPAR change vs 2019 -21.1% -7.8% -5.6% -3.8% -7.0% -1.2% -4.1% -9.7% 21 Summary Joint Venture Operating Results (1) Unaudited pro forma information includes operating results for 42 JV hotels owned as of December 31, 2022, as if all such hotels had been owned by the Company since January 1, 2019.

 


For any h ot els acquired by the Company after January 1, 2019 (the “Acquired Hotels”), the Company has included in the 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 the Company (the “Pre - acquisition Period”). The financial res ults for the Pre - acquisition Period were provided by the third - party owner of such Acquired Hotel prior to purchase by the Company and have not been audited or reviewed by our auditors or adjusted by us. The 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 are not indicative of future resu lts . 22 GIC JV (39) Hotels - 2022 (1) Q1 Q2 Q3 Oct Nov Dec Q4 FYE Occupancy 67.5% 72.8% 69.3% 76.0% 69.4% 64.4% 69.9% 69.9% ADR 153.21$ 150.95$ 148.42$ 160.58$ 150.04$ 144.19$ 152.08$ 151.13$ RevPAR 103.40$ 109.83$ 102.79$ 122.03$ 104.08$ 92.87$ 106.35$ 105.61$ 2021 Variance Occupancy change vs 2021 10.6% 4.0% 0.4% 3.3% -3.5% 0.4% 0.1% 3.5% ADR change vs 2021 41.7% 27.5% 13.0% 16.8% 13.9% 9.5% 13.7% 22.3% RevPAR change vs 2021 56.8% 32.6% 13.5% 20.7% 9.9% 10.0% 13.8% 26.6% 2019 Variance Occupancy change vs 2019 -13.1% -11.1% -10.7% -6.0% -8.5% -5.2% -6.5% -10.2% ADR change vs 2019 -3.7% 1.3% 4.6% 5.7% 6.9% 11.2% 7.6% 2.4% RevPAR change vs 2019 -16.3% -9.9% -6.6% -0.6% -2.2% 5.3% 0.6% -8.1% Other JVs (3) Hotels - 2022 (1) Q1 Q2 Q3 Oct Nov Dec Q4 FYE Occupancy 76.8% 71.7% 64.9% 80.1% 80.2% 78.9% 79.7% 73.3% ADR 243.04$ 221.67$ 167.71$ 190.08$ 213.96$ 236.88$ 213.55$ 212.89$ RevPAR 186.58$ 158.96$ 108.84$ 152.28$ 171.69$ 186.90$ 170.30$ 155.97$ GIC JV (39) Hotels - 2022 (1) Q1 Q2 Q3 Oct Nov Dec Q4 FYE Occupancy 67.5% 72.8% 69.3% 76.0% 69.4% 64.4% 69.9% 69.9% ADR 153.21$ 150.95$ 148.42$ 160.58$ 150.04$ 144.19$ 152.08$ 151.13$ RevPAR 103.40$ 109.83$ 102.79$ 122.03$ 104.08$ 92.87$ 106.35$ 105.61$ 2021 Variance Occupancy change vs 2021 10.6% 4.0% 0.4% 3.3% -3.5% 0.4% 0.1% 3.5% ADR change vs 2021 41.7% 27.5% 13.0% 16.8% 13.9% 9.5% 13.7% 22.3% RevPAR change vs 2021 56.8% 32.6% 13.5% 20.7% 9.9% 10.0% 13.8% 26.6% 2019 Variance Occupancy change vs 2019 -13.1% -11.1% -10.7% -6.0% -8.5% -5.2% -6.5% -10.2% ADR change vs 2019 -3.7% 1.3% 4.6% 5.7% 6.9% 11.2% 7.6% 2.4% RevPAR change vs 2019 -16.3% -9.9% -6.6% -0.6% -2.2% 5.3% 0.6% -8.1% Other JVs (3) Hotels - 2022 (1) Q1 Q2 Q3 Oct Nov Dec Q4 FYE Occupancy 76.8% 71.7% 64.9% 80.1% 80.2% 78.9% 79.7% 73.3% ADR 243.04$ 221.67$ 167.71$ 190.08$ 213.96$ 236.88$ 213.55$ 212.89$ RevPAR 186.58$ 158.96$ 108.84$ 152.28$ 171.69$ 186.90$ 170.30$ 155.97$ Table of Contents Section I Forward - Looking Statements and Non - GAAP Financial Measure Disclosures Section II Corporate Financial Schedules Section III Operating & Property - Level Schedules Section IV Capitalization and Debt Schedules Section VI Asset Listing 23

 


 


 


Capitalization – Total Enterprise Value December 31, September 30, June 30, March 31, December 31, (in thousands, except per share data) 2022 2022 2022 2022 2021 Common Share Price & Dividends At quarter ended 7.22$ 6.72$ 7.27$ 9.96$ 9.76$ High during quarter ended 8.64$ 8.99$ 10.17$ 10.52$ 10.54$ Low during quarter ended 6.79$ 6.66$ 6.80$ 8.89$ 8.53$ Common dividends per share 0.04$ 0.04$ 0.04$ -$ -$ Common Shares & Units Common shares outstanding 106,902 106,896 106,899 107,065 106,341 Common units outstanding 15,977 15,989 15,989 15,989 125 Total common shares and units outstanding 122,878 122,885 122,888 123,054 106,466 Capitalization Market value of common equity at quarter end 887,182$ 825,790$ 893,399$ 1,225,620$ 1,039,106$ Liquidation value of preferred equity - 6.250% Series E 160,000 160,000 160,000 160,000 160,000 Liquidation value of preferred equity - 5.875% Series F 100,000 100,000 100,000 100,000 100,000 Liquidation value of preferred equity - 5.250% Series Z 50,000 50,000 50,000 50,000 - Consolidated total debt 1,463,124$ 1,481,147$ 1,537,082$ 1,496,640$ 1,081,316$ Less: consolidated total cash (51,255) (72,617) (109,999) (82,397) (64,485) Consolidated total enterprise value 2,609,051$ 2,544,320$ 2,630,482$ 2,949,863$ 2,315,937$ Noncontrolling interest in consolidated total debt - GIC JV (308,369) (308,399) (308,474) (280,817) (76,807) Noncontrolling interest in consolidated total debt - Other JVs (4,700) (4,700) (4,700) - - Noncontrolling interest in consolidated total cash - GIC JV 12,937 15,581 23,351 19,695 5,999 Noncontrolling interest in consolidated total cash - Other JVs 259 166 50 - - Pro rata total enterprise value 2,309,177$ 2,246,969$ 2,340,709$ 2,688,741$ 2,245,129$ 24 (amounts in thousands) Spread Base Rate Interest Rate Fixed / Variable Fully-Extended Maturity Date Number of Encumbered Properties Principal Outstanding Noncontrolling Interests Pro Rata Principal Outstanding Senior Credit Facility $400 Million Revolver (1) 2.05% 4.32% 6.37% Variable March 31, 2025 n/a 15,000 - 15,000 $200 Million Term Loan (1) 2.00% 4.32% 6.32% Variable April 01, 2025 n/a 200,000 - 200,000 Total Senior Credit and Term Loan Facility 215,000$ -$ 215,000$ $225 Million Unsecured Term Loan (1) 1.75% 4.36% 6.11% Variable February 14, 2025 n/a 225,000$ -$ 225,000$ Convertible Notes n/a n/a 1.50% Fixed February 15, 2026 n/a 287,500$ -$ 287,500$ Secured Mortgage Indebtedness Metabank (Bayside) n/a n/a 4.44% Fixed July 01, 2027 3 43,917 - 43,917 Bank of the Cascades (First Interstate Bank) (2) 2.00% 4.39% 6.39% Variable December 19, 2024 1 7,691 - 7,691 n/a n/a 4.30% Fixed December 19, 2024 7,691 - 7,691 Total Mortgage Loans 4 59,299$ -$ 59,299$ 4 786,799$ -$ 786,799$ Brickell Joint Venture Mortgage Loan City National Bank of Florida (3) 3.00% 4.36% 7.36% Variable June 30, 2025 2 47,000 (4,700) 42,300 GIC Joint Venture Credit Facility and Term Loans $125 Million Revolver (2) 2.15% 4.38% 6.53% Variable October 08, 2024 n/a 125,000 (61,250) 63,750 $75 Million Term Loan (2) 2.10% 4.38% 6.48% Variable October 08, 2024 n/a 75,000 (36,750) 38,250 $410 Million Term Loan (3) 2.86% 4.32% 7.19% Variable January 13, 2027 n/a 410,000 (200,900) 209,100 Wells Fargo CMBS Loan n/a n/a 4.99% Fixed June 06, 2028 1 13,032 (6,386) 6,646 Twain Financial PACE Loan n/a n/a 6.10% Fixed July 31, 2040 1 6,293 (3,083) 3,209 Total GIC Joint Venture Credit Facility and Term Loans 2 629,324$ (308,369)$ 320,955$ Total Joint Venture Debt 4 676,324$ (313,069)$ 363,255$ Total Debt 8 1,463,124$ (313,069)$ 1,150,055$ Debt Schedule – Part I (1) Interest rate is based on a variable spread plus 30 - day term SOFR plus a 0.1% SOFR adjustment after being converted from a 30 - da y LIBOR - based loan. (2) Interest rate is based on a spread plus 30 - day LIBOR. (3) Interest rate is based on a spread plus 30 - day term SOFR.

 


As of December 31, 2022 25 Debt Schedule – Part II As of December 31, 2022 (amounts in thousands) Principal Amount Outstanding Fixed Debt Outstanding Variable Debt Outstanding Effective Interest Rate Total Debt 1,463,124$ 358,433$ 1,104,691$ 5.56% Noncontrolling Interests in Joint Ventures (313,069) (9,469) (303,600) Pro Rata Debt 1,150,055$ 348,964$ 801,091$ 5.19% % of Pro Rata Debt 100% 30% 70% Adjustment for Effective Swaps 0 400,000 (400,000) Pro Rata Debt Including Swaps 1,150,055$ 748,964$ 401,091$ 4.53% % of Pro Rata Debt Including Swaps 100% 65% 35% Interest Rate Swaps Notional Value Swap Rate Effective Date Maturity Date US Bank - 2017 - $100mm 100,000 1.9560% January 29, 2018 January 31, 2023 PNC Bank - 2017 - $100mm 100,000 1.9780% January 29, 2018 January 31, 2023 Regions - 2018 - $75mm 75,000 2.8570% September 28, 2018 September 30, 2024 Regions - 2018 - $125mm 125,000 2.9170% December 31, 2018 December 31, 2025 Current Swaps 400,000$ 2.4308% Capital One - 2022 - $100mm 100,000 2.6000% January 31, 2023 January 31, 2027 Regions - 2022 - $100mm 100,000 2.5625% January 31, 2023 January 31, 2029 New Swaps (Effective January 31st) 200,000$ 1.2906% 26 $15 $200 $225 $288 $0 $102 $209 $7 $3 $42 $15 $44 $0 $150 $300 $450 $600 $750 2023 2024 2025 2026 2027 2028 2029+ Pro Rata Debt Maturity Ladder $400M Senior Revolver $200M Senior Term Loan $225M Senior Term Loan Convertible Senior Notes $200M GIC JV Credit Facility $410M GIC JV Term Loan GIC JV Mortgage Debt Brickell JV Mortgage Debt Mortgage Debt Debt Schedule – Part III (1) Amounts are in millions ($) and assumes fully - extended maturities for all loans.

 


Reflects pro rata debt totals 27 As of December 31, 2022

 


 


Table of Contents Section I Forward - Looking Statements and Non - GAAP Financial Measure Disclosures Section II Corporate Financial Schedules Section III Operating & Property - Level Schedules Section IV Capitalization and Debt Schedules Section VI Asset Listing 28 Asset Listing Hotels Rooms STR Chain Scale STR Location INN Wholly-Owned (100% Ownership) Courtyard - New Orleans/Metairie 1 153 Upscale Airport Doubletree by Hilton San Francisco Airport North Bayfront 1 210 Upscale Airport Four Points - San Francisco Airport 1 101 Upscale Airport Hyatt House - Miami Airport 1 163 Upscale Airport Hyatt Place - Portland Airport/Cascade Station 1 136 Upscale Airport Residence Inn - New Orleans/Metairie 1 120 Upscale Airport Residence Inn - Portland Airport at Cascade Station 1 124 Upscale Airport Courtyard - Fort Lauderdale Beach 1 261 Upscale Resort Hyatt House - Across From Universal Orlando Resort 1 168 Upscale Resort Hyatt Place - Orlando/Convention Center 1 150 Upscale Resort Hyatt Place - Orlando/Universal 1 150 Upscale Resort Hyatt Place - Scottsdale/Old Town 1 126 Upscale Resort Hotel Indigo - Asheville Downtown 1 116 Upper Upscale Small Metro/Town Courtyard - Atlanta Decatur Downtown/Emory 1 179 Upscale Suburban Courtyard - Dallas/Arlington South 1 103 Upscale Suburban Courtyard - Kansas City Country Club Plaza 1 123 Upscale Suburban Hampton Inn & Suites - Camarillo 1 116 Upper Midscale Suburban Hampton Inn & Suites - San Diego/Poway 1 108 Upper Midscale Suburban Hilton Garden Inn - Greenville 1 120 Upscale Suburban Hilton Garden Inn - Houston/Energy Corridor 1 190 Upscale Suburban Hilton Garden Inn - Minneapolis/Eden Prairie 1 97 Upscale Suburban Hilton Garden Inn - Waltham 1 148 Upscale Suburban Holiday Inn Express & Suites - Minneapolis/Minnetonka 1 93 Upper Midscale Suburban Hyatt House - Denver Tech Center 1 135 Upscale Suburban Hyatt Place - Baltimore/Owings Mills 1 123 Upscale Suburban Hyatt Place - Chicago/Hoffman Estates 1 126 Upscale Suburban Hyatt Place - Chicago/Lombard/Oak Brook 1 151 Upscale Suburban Hyatt Place - Denver South/Park Meadows 1 127 Upscale Suburban Hyatt Place - Denver Tech Center 1 126 Upscale Suburban Hyatt Place - Garden City 1 122 Upscale Suburban Hyatt Place - Phoenix/Mesa 1 152 Upscale Suburban 29 Asset Listing (cont.) Hotels Rooms STR Chain Scale STR Location INN Wholly-Owned (100% Ownership), (cont.) Residence Inn - Baltimore/Hunt Valley 1 141 Upscale Suburban Residence Inn - Boston/Watertown 1 150 Upscale Suburban Residence Inn - Bridgewater/Branchburg 1 101 Upscale Suburban Residence Inn - Dallas/Arlington South 1 96 Upscale Suburban Staybridge Suites - Denver/Cherry Creek 1 121 Upscale Suburban AC Hotel - Atlanta Downtown 1 255 Upscale Urban Courtyard - Atlanta Downtown 1 150 Upscale Urban Courtyard - Charlotte City Center 1 181 Upscale Urban Courtyard - Fort Worth Downtown/Blackstone 1 203 Upscale Urban Courtyard - Indianapolis Downtown 1 297 Upscale Urban Courtyard - Nashville Vanderbilt/West End 1 226 Upscale Urban Courtyard - New Haven at Yale 1 207 Upscale Urban Courtyard - New Orleans Downtown Near the French Quarter 1 140 Upscale Urban Courtyard - New Orleans Downtown/Convention Center 1 202 Upscale Urban Fairfield Inn & Suites - Louisville Downtown 1 140 Upper Midscale Urban Hampton Inn & Suites - Austin/Downtown/Convention Center 1 209 Upper Midscale Urban Hampton Inn & Suites - Baltimore Inner Harbor 1 116 Upper Midscale Urban Hampton Inn & Suites - Minneapolis/Downtown 1 211 Upper Midscale Urban Hilton Garden Inn - Houston/Galleria Area 1 182 Upscale Urban Holiday Inn Express & Suites - San Francisco/Fisherman's Wharf 1 252 Upper Midscale Urban Hyatt Place - Chicago/Downtown-The Loop 1 206 Upscale Urban Hyatt Place - Minneapolis/Downtown 1 213 Upscale Urban Marriott - Boulder 1 165 Upper Upscale Urban Residence Inn - Atlanta Midtown/Peachtree at 17th 1 160 Upscale Urban Residence Inn - Baltimore Downtown/Inner Harbor 1 189 Upscale Urban Residence Inn - Cleveland Downtown 1 175 Upscale Urban SpringHill Suites - Indianapolis Downtown 1 156 Upscale Urban SpringHill Suites - Louisville Downtown 1 198 Upscale Urban Springhill Suites - Nashville MetroCenter 1 78 Upscale Urban SpringHill Suites - New Orleans Downtown 1 208 Upscale Urban INN Wholly-Owned (100% Ownership) 61 9,645 30

 


 


Asset Listing (cont.) Hotels Rooms STR Chain Scale STR Location GIC Joint Venture (51% Ownership) (1) Courtyard - Dallas DFW Airport / North Grapevine 1 181 Upscale Airport Hilton Garden Inn - Grapevine at Silver Lake Crossing 1 152 Upscale Airport Holiday Inn Express & Suites - DFW / Grapevine 1 95 Upper Midscale Airport Hyatt Place - Dallas / Grapevine 1 125 Upscale Airport TownePlace Suites - Dallas / Grapevine 1 120 Upper Midscale Airport Courtyard - Scottsdale North 1 153 Upscale Resort Embassy Suites - Tucson / Paloma Village 1 120 Upper Upscale Resort Hampton Inn & Suites - Silverthorne 1 88 Upper Midscale Resort Homewood Suites - Tucson/St. Philip's Plaza University 1 122 Upscale Resort Springhill Suites - Scottsdale North 1 121 Upscale Resort Hilton Garden Inn - College Station 1 119 Upscale Small Metro/Town Hilton Garden Inn - Longview 1 122 Upscale Small Metro/Town Residence Inn - Steamboat Springs 1 110 Upscale Small Metro/Town Residence Inn - Tyler 1 119 Upscale Small Metro/Town AC Hotel - Dallas / Frisco 1 150 Upscale Suburban Canopy Hotel - Dallas / Frisco Station 1 150 Upper Upscale Suburban Courtyard - Amarillo Downtown 1 107 Upscale Suburban Embassy Suites - Amarillo Downtown 1 226 Upper Upscale Suburban Hilton Garden Inn - San Jose / Milpitas 1 161 Upscale Suburban Homewood Suites - Aliso Viejo/Laguna Beach 1 129 Upscale Suburban Homewood Suites - Midland 1 118 Upscale Suburban Hyatt Place - Dallas / Plano 1 127 Upscale Suburban Residence Inn - Dallas / Frisco 1 150 Upscale Suburban Residence Inn - Portland / Hillsboro 1 122 Upscale Suburban AC Hotel - Dallas Downtown 1 128 Upscale Urban AC Hotel - Houston Downtown 1 195 Upscale Urban AC Hotel - Oklahoma City / Bricktown 1 142 Upscale Urban Canopy Hotel - New Orleans Downtown 1 176 Upper Upscale Urban Courtyard - Pittsburgh Downtown 1 183 Upscale Urban Hampton Inn & Suites - Dallas Downtown 1 176 Upper Midscale Urban Hampton Inn & Suites - Tampa/Ybor City/Downtown 1 138 Upper Midscale Urban (1) Asset listing excludes two parking garages located in Dallas, TX and Frisco, TX. 31 Asset Listing (cont.) (1) Asset listing excludes two parking garages located in Dallas, TX and Frisco, TX. Hotels Rooms STR Chain Scale STR Location GIC Joint Venture (51% Ownership) (1) Holiday Inn Express & Suites - Oklahoma City Downtown / Bricktown 1 124 Upper Midscale Urban Hyatt Place - Lubbock 1 125 Upscale Urban Hyatt Place - Oklahoma City / Bricktown 1 134 Upscale Urban Residence Inn - Dallas Downtown 1 121 Upscale Urban Residence Inn - Portland Downtown / Riverplace 1 258 Upscale Urban SpringHill Suites - Dallas Downtown 1 148 Upscale Urban SpringHill Suites - New Orleans Downtown / Canal Street 1 74 Upscale Urban TownePlace Suites - New Orleans Downtown / Canal Street 1 105 Upper Midscale Urban GIC Joint Venture (51% Ownership) (1) 39 5,414 Other Joint Ventures (90% Ownership) Onera - Fredericksburg 1 11 Upper Upscale Small Metro/Town AC Hotel - Miami Downtown / Brickell 1 156 Upscale Urban Element - Miami Downtown / Brickell 1 108 Upscale Urban Other Joint Ventures (90% Ownership) 3 275 Pro Forma 103 15,334 32