[x]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland (Summit Hotel Properties, Inc.)
|
27-2962512 (Summit Hotel Properties, Inc.)
|
Delaware (Summit Hotel OP, LP)
|
27-0617340 (Summit Hotel OP, LP)
|
(State or other jurisdiction
|
(I.R.S. Employer Identification No.)
|
of incorporation or organization)
|
Summit Hotel Properties, Inc.
[x] Yes
|
[ ] No
|
Summit Hotel OP, LP
[x] Yes
|
[ ] No
|
Summit Hotel Properties, Inc.
[x] Yes
|
[ ] No
|
Summit Hotel OP, LP
[x] Yes
|
[ ] No
|
Summit Hotel Properties, Inc.
|
||
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
|
Non-accelerated filer [x]
|
Smaller reporting company [ ]
|
Summit Hotel OP, LP
|
||
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
|
Non-accelerated filer [x]
|
Smaller reporting company [ ]
|
Summit Hotel Properties, Inc.
[ ] Yes
|
[x] No
|
Summit Hotel OP, LP
[ ] Yes
|
[x] No
|
|
●
|
“Summit REIT” mean Summit Hotel Properties, Inc., a Maryland corporation;
|
|
●
|
“Summit OP” or “our operating partnership” mean Summit Hotel OP, LP, a Delaware limited partnership, our operating partnership, and its consolidated subsidiaries; and
|
|
●
|
“we,” “our,” “us,” “our company” or “the company” mean Summit REIT, Summit OP and their consolidated subsidiaries taken together as one enterprise. When this report discusses or refers to activities occurring prior to February 14, 2011, the date on which our operations commenced, these references refer to our predecessor.
|
|
●
|
it enhances investors’ understanding of Summit REIT and Summit OP by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
|
●
|
it eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both Summit REIT and Summit OP; and
|
|
●
|
it creates time and cost efficiencies for both companies through the preparation of one combined report instead of two separate reports.
|
|
●
|
“the LLC” refer to summit Hotel Properties, LLC and references to “our predecessor” include the LLC and its consolidated subsidiaries, including Summit Group of Scottsdale, Arizona, LLC (“Summit of Scottsdale”);
|
|
●
|
“our TRSs” refer to Summit Hotel TRS, Inc., a Delaware corporation, and Summit Hotel TRS II, Inc., a Delaware corporation, and any other taxable REIT subsidiaries (“TRSs”) that we may form in the future;
|
|
●
|
“our TRS lessees” refer to the wholly owned subsidiaries of our TRSs that lease our hotels from Summit OP or subsidiaries of Summit OP; and
|
|
●
|
“The Summit Group” refer to The Summit Group, Inc., our predecessor’s hotel management company, Company Manager and Class C Member, which is wholly owned by our Executive Chairman, Kerry W. Boekelheide.
|
Summit Hotel Properties, Inc.
|
Summit Hotel Properties, Inc.
|
Summit Hotel Properties, LLC (Predecessor)
|
||||||||||
Three months ended 03/31/12
|
Period 2/14/11 through 3/31/11
|
Period 1/1/11 through 2/13/11
|
||||||||||
REVENUE
|
||||||||||||
Room revenue
|
$ | 39,020,137 | $ | 17,938,371 | $ | 13,759,563 | ||||||
Other hotel operations revenue
|
985,840 | 354,485 | 322,437 | |||||||||
Total Revenue
|
40,005,977 | 18,292,856 | 14,082,000 | |||||||||
EXPENSES
|
||||||||||||
Hotel operating expenses
|
||||||||||||
Rooms
|
11,787,043 | 4,737,738 | 4,781,588 | |||||||||
Other direct
|
4,774,531 | 2,054,291 | 2,590,844 | |||||||||
Other indirect
|
11,218,315 | 4,788,729 | 4,540,476 | |||||||||
Other
|
210,686 | 73,038 | 73,038 | |||||||||
Total hotel operating expenses
|
27,990,575 | 11,653,796 | 11,985,946 | |||||||||
Depreciation and amortization
|
8,223,683 | 3,299,314 | 3,299,314 | |||||||||
Corporate general and administrative:
|
||||||||||||
Salaries and other compensation
|
811,638 | 367,018 | - | |||||||||
Other
|
865,550 | 765,138 | - | |||||||||
Equity based compensation
|
125,874 | 126,828 | - | |||||||||
Hotel property acquisition costs
|
579,938 | - | - | |||||||||
Total Expenses
|
38,597,258 | 16,212,094 | 15,285,260 | |||||||||
INCOME (LOSS) FROM OPERATIONS
|
1,408,719 | 2,080,762 | (1,203,260 | ) | ||||||||
OTHER INCOME (EXPENSE)
|
||||||||||||
Interest income
|
1,391 | 3,947 | 7,139 | |||||||||
Interest expense
|
(3,456,365 | ) | (3,511,129 | ) | (4,489,606 | ) | ||||||
Total Other Income (Expense)
|
(3,454,974 | ) | (3,507,182 | ) | (4,482,467 | ) | ||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
||||||||||||
BEFORE INCOME TAXES
|
(2,046,255 | ) | (1,426,420 | ) | (5,685,727 | ) | ||||||
INCOME TAX (EXPENSE) BENEFIT
|
267,755 | (172,302 | ) | (325,239 | ) | |||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(1,778,500 | ) | (1,598,722 | ) | (6,010,966 | ) | ||||||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS
|
(1,026,310 | ) | (15,399 | ) | (195,590 | ) | ||||||
NET INCOME (LOSS)
|
(2,804,810 | ) | (1,614,121 | ) | (6,206,556 | ) | ||||||
NET INCOME (LOSS) ATTRIBUTABLE TO
|
||||||||||||
NONCONTROLLING INTEREST
|
(1,070,328 | ) | (435,813 | ) | - | |||||||
NET INCOME (LOSS) ATTRIBUTABLE TO SUMMIT
|
||||||||||||
HOTEL PROPERTIES, INC./PREDECESSOR
|
(1,734,482 | ) | (1,178,308 | ) | (6,206,556 | ) | ||||||
PREFERRED DIVIDENDS
|
(1,156,250 | ) | - | - | ||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON
|
$ | (2,890,732 | ) | $ | (1,178,308 | ) | $ | (6,206,556 | ) | |||
STOCKHOLDERS/MEMBERS
|
||||||||||||
Basic and diluted net income (loss) per share
|
||||||||||||
from continuing operations:
|
$ | (0.08 | ) | $ | (0.04 | ) | ||||||
Basic and diluted net income (loss) per share
|
||||||||||||
from discontinued operations:
|
(0.03 | ) | (0.00 | ) | ||||||||
Basic and diluted net income (loss) per share:
|
$ | (0.11 | ) | $ | (0.04 | ) | ||||||
Weighted-average common shares outstanding:
|
||||||||||||
Basic and diluted
|
27,278,000 | 27,278,000 |
# of Shares
|
# of Shares
|
Accumulated
|
Total
|
|||||||||||||||||||||||||||||||||
of Preferred
|
Preferred
|
of Common
|
Common
|
Additional
|
Deficit and
|
Stockholders'
|
Noncontrolling
|
Total
|
||||||||||||||||||||||||||||
Stock
|
Stock
|
Stock
|
Stock
|
Paid-In Capital
|
Distributions
|
Equity
|
Interest
|
Equity
|
||||||||||||||||||||||||||||
BALANCES, JANUARY 1, 2012
|
2,000,000 | $ | 20,000 | 27,278,000 | $ | 272,780 | $ | 288,902,331 | $ | (11,020,151 | ) | $ | 278,174,960 | $ | 41,273,735 | $ | 319,448,695 | |||||||||||||||||||
Summit Hotel Properties, Inc.
|
||||||||||||||||||||||||||||||||||||
Registration and offering costs
|
- | - | - | - | (322,504 | ) | - | (322,504 | ) | - | (322,504 | ) | ||||||||||||||||||||||||
Dividends paid
|
- | - | - | - | - | (4,225,026 | ) | (4,225,026 | ) | (1,136,250 | ) | (5,361,276 | ) | |||||||||||||||||||||||
Equity-based compensation
|
- | - | - | - | 125,874 | - | 125,874 | - | 125,874 | |||||||||||||||||||||||||||
Net income (loss)
|
- | - | - | - | - | (1,734,482 | ) | (1,734,482 | ) | (1,070,328 | ) | (2,804,810 | ) | |||||||||||||||||||||||
BALANCES, MARCH 31, 2012
|
2,000,000 | $ | 20,000 | 27,278,000 | $ | 272,780 | $ | 288,705,701 | $ | (16,979,659 | ) | $ | 272,018,822 | $ | 39,067,157 | $ | 311,085,979 |
2012
|
2011
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$ | (2,804,810 | ) | $ | (7,820,677 | ) | ||
Adjustments to reconcile net income (loss) to
|
||||||||
net cash from operating activities:
|
||||||||
Depreciation and amortization
|
8,480,288 | 6,858,431 | ||||||
Amortization of prepaid lease
|
11,850 | 11,850 | ||||||
Loss on impairment of assets
|
932,000 | - | ||||||
Equity-based compensation
|
125,874 | 126,828 | ||||||
Deferred tax benefit
|
(462,884 | ) | - | |||||
Changes in operating assets and liabilities:
|
||||||||
Trade receivables
|
(2,543,735 | ) | (719,418 | ) | ||||
Prepaid expenses and other
|
563,893 | 4,614,137 | ||||||
Accounts payable and related party accounts payable
|
5,420 | (202,188 | ) | |||||
Income tax receivable
|
(16,316 | ) | - | |||||
Accrued expenses
|
(1,644,401 | ) | (1,597,474 | ) | ||||
Restricted cash released (funded)
|
258,361 | 550,539 | ||||||
NET CASH PROVIDED BY (USED IN)
|
2,905,540 | 1,822,028 | ||||||
OPERATING ACTIVITIES
|
||||||||
INVESTING ACTIVITIES
|
||||||||
Land and hotel acquisitions
|
(29,738,000 | ) | - | |||||
Purchases of other property and equipment
|
(6,832,551 | ) | (3,087,798 | ) | ||||
Proceeds from asset dispositions, net of closing costs
|
2,156 | 4,316 | ||||||
Restricted cash released (funded)
|
(337,133 | ) | 733,035 | |||||
NET CASH PROVIDED BY (USED IN)
|
(36,905,528 | ) | (2,350,447 | ) | ||||
INVESTING ACTIVITIES
|
||||||||
FINANCING ACTIVITIES
|
||||||||
Proceeds from issuance of debt
|
111,550,022 | 456,059 | ||||||
Principal payments on debt
|
(70,549,589 | ) | (225,178,820 | ) | ||||
Financing fees on debt
|
(983,853 | ) | (82,524 | ) | ||||
Proceeds from equity offerings, net of offering costs
|
(322,504 | ) | 241,250,082 | |||||
Distributions to members and dividends paid
|
(5,361,276 | ) | (8,282,935 | ) | ||||
NET CASH PROVIDED BY (USED IN)
|
34,332,800 | 8,161,862 | ||||||
FINANCING ACTIVITIES
|
||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
332,812 | 7,633,443 | ||||||
CASH AND CASH EQUIVALENTS
|
||||||||
BEGINNING OF PERIOD
|
10,537,132 | 7,977,418 | ||||||
|
||||||||
END OF PERIOD
|
$ | 10,869,944 | $ | 15,610,861 |
2012
|
2011
|
|||||||
SUPPLEMENTAL DISCLOSURE OF
|
||||||||
CASH FLOW INFORMATION:
|
||||||||
Cash payments for interest
|
$ | 3,387,731 | $ | 9,121,513 | ||||
Cash payments for state income taxes, net of refunds
|
$ | 119,824 | $ | 19,302 |
Summit Hotel
OP, LP
|
Summit Hotel
OP, LP
|
Summit Hotel Properties, LLC (Predecessor)
|
||||||||||
Three months ended 03/31/12
|
Period 2/14/11
through
03/31/11
|
Period 1/1/11
through 2/13/11
|
||||||||||
REVENUE
|
||||||||||||
Room revenue
|
$ | 39,020,137 | $ | 17,938,371 | $ | 13,759,563 | ||||||
Other hotel operations revenue
|
985,840 | 354,485 | 322,437 | |||||||||
Total Revenue
|
40,005,977 | 18,292,856 | 14,082,000 | |||||||||
EXPENSES
|
||||||||||||
Hotel operating expenses
|
||||||||||||
Rooms
|
11,787,043 | 4,737,738 | 4,781,588 | |||||||||
Other direct
|
4,774,531 | 2,054,291 | 2,590,844 | |||||||||
Other indirect
|
11,218,315 | 4,788,729 | 4,540,476 | |||||||||
Other
|
210,686 | 73,038 | 73,038 | |||||||||
Total hotel operating expenses
|
27,990,575 | 11,653,796 | 11,985,946 | |||||||||
Depreciation and amortization
|
8,223,683 | 3,299,314 | 3,299,314 | |||||||||
Corporate general and administrative:
|
||||||||||||
Salaries and other compensation
|
811,638 | 367,018 | - | |||||||||
Other
|
865,550 | 765,138 | - | |||||||||
Equity based compensation
|
125,874 | 126,828 | - | |||||||||
Hotel property acquisition costs
|
579,938 | - | - | |||||||||
Loss on impairment of assets
|
- | - | - | |||||||||
Total Expenses
|
38,597,258 | 16,212,094 | 15,285,260 | |||||||||
INCOME (LOSS) FROM OPERATIONS
|
1,408,719 | 2,080,762 | (1,203,260 | ) | ||||||||
OTHER INCOME (EXPENSE)
|
||||||||||||
Interest income
|
1,391 | 3,947 | 7,139 | |||||||||
Interest expense
|
(3,456,365 | ) | (3,511,129 | ) | (4,489,606 | ) | ||||||
Gain (loss) on disposal of assets
|
- | - | - | |||||||||
Total Other Income (Expense)
|
(3,454,974 | ) | (3,507,182 | ) | (4,482,467 | ) | ||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
||||||||||||
BEFORE INCOME TAXES
|
(2,046,255 | ) | (1,426,420 | ) | (5,685,727 | ) | ||||||
INCOME TAX (EXPENSE) BENEFIT
|
267,755 | (172,302 | ) | (325,239 | ) | |||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(1,778,500 | ) | (1,598,722 | ) | (6,010,966 | ) | ||||||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS
|
(1,026,310 | ) | (15,399 | ) | (195,590 | ) | ||||||
NET INCOME (LOSS)
|
(2,804,810 | ) | (1,614,121 | ) | (6,206,556 | ) | ||||||
PREFERRED DIVIDENDS
|
(1,156,250 | ) | - | - | ||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO
|
||||||||||||
COMMON UNIT HOLDERS
|
(3,961,060 | ) | (1,614,121 | ) | (6,206,556 | ) | ||||||
Basic and diluted net income (loss) per unit
|
||||||||||||
from continuing operations:
|
$ | (0.08 | ) | $ | (0.04 | ) | ||||||
Basic and diluted net income (loss) per unit
|
||||||||||||
from discontinued operations:
|
(0.03 | ) | (0.00 | ) | ||||||||
Basic and diluted net income (loss) per unit:
|
$ | (0.11 | ) | $ | (0.04 | ) | ||||||
Weighted-average common units outstanding:
|
||||||||||||
Basic and diluted
|
37,378,000 | 37,378,000 |
Preferred
|
Common
|
|||||||||||||||
Total
|
||||||||||||||||
Summit Hotel
|
Summit Hotel
|
Unaffiliated Limited
|
Total
|
|||||||||||||
Properties, Inc.
|
Properties, Inc.
|
Partners' Equity
|
Equity
|
|||||||||||||
BALANCES, JANUARY 1, 2012
|
$ | 47,875,094 | $ | 230,299,866 | $ | 41,273,735 | $ | 319,448,695 | ||||||||
Summit Hotel OP, LP
|
||||||||||||||||
Registration and offering costs
|
- | (322,504 | ) | - | (322,504 | ) | ||||||||||
Distributions
|
(1,156,250 | ) | (3,068,776 | ) | (1,136,250 | ) | (5,361,276 | ) | ||||||||
Equity-based compensation
|
- | 125,874 | - | 125,874 | ||||||||||||
Net income (loss)
|
1,156,250 | (2,890,732 | ) | (1,070,328 | ) | (2,804,810 | ) | |||||||||
BALANCES, MARCH 31, 2012
|
$ | 47,875,094 | $ | 224,143,728 | $ | 39,067,157 | $ | 311,085,979 |
2012
|
2011
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$ | (2,804,810 | ) | $ | (7,820,677 | ) | ||
Adjustments to reconcile net income (loss) to
|
||||||||
net cash from operating activities:
|
||||||||
Depreciation and amortization
|
8,480,288 | 6,858,431 | ||||||
Amortization of prepaid lease
|
11,850 | 11,850 | ||||||
Loss on impairment of assets
|
932,000 | - | ||||||
Equity-based compensation
|
125,874 | 126,828 | ||||||
Deferred tax benefit
|
(462,884 | ) | - | |||||
Changes in operating assets and liabilities:
|
||||||||
Trade receivables
|
(2,543,735 | ) | (719,418 | ) | ||||
Prepaid expenses and other
|
563,893 | 4,614,137 | ||||||
Accounts payable and related party accounts payable
|
5,420 | (202,188 | ) | |||||
Income tax receivable
|
(16,316 | ) | - | |||||
Accrued expenses
|
(1,644,401 | ) | (1,597,474 | ) | ||||
Restricted cash released (funded)
|
258,361 | 550,539 | ||||||
NET CASH PROVIDED BY (USED IN)
|
2,905,540 | 1,822,028 | ||||||
OPERATING ACTIVITIES
|
||||||||
INVESTING ACTIVITIES
|
||||||||
Land and hotel acquisitions
|
(29,738,000 | ) | - | |||||
Purchases of other property and equipment
|
(6,832,551 | ) | (3,087,798 | ) | ||||
Proceeds from asset dispositions, net of closing costs
|
2,156 | 4,316 | ||||||
Restricted cash released (funded)
|
(337,133 | ) | 733,035 | |||||
NET CASH PROVIDED BY (USED IN)
|
(36,905,528 | ) | (2,350,447 | ) | ||||
INVESTING ACTIVITIES
|
||||||||
FINANCING ACTIVITIES
|
||||||||
Proceeds from issuance of debt
|
111,550,022 | 456,059 | ||||||
Principal payments on debt
|
(70,549,589 | ) | (225,178,820 | ) | ||||
Financing fees on debt
|
(983,853 | ) | (82,524 | ) | ||||
Contributions, net of offering costs
|
(322,504 | ) | 241,250,082 | |||||
Distributions
|
(5,361,276 | ) | (8,282,935 | ) | ||||
NET CASH PROVIDED BY (USED IN)
|
34,332,800 | 8,161,862 | ||||||
FINANCING ACTIVITIES
|
||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
332,812 | 7,633,443 | ||||||
CASH AND CASH EQUIVALENTS
|
||||||||
BEGINNING OF PERIOD
|
10,537,132 | 7,977,418 | ||||||
|
||||||||
END OF PERIOD
|
$ | 10,869,944 | $ | 15,610,861 |
2012
|
2011
|
|||||||
SUPPLEMENTAL DISCLOSURE OF
|
||||||||
CASH FLOW INFORMATION:
|
||||||||
Cash payments for interest
|
$ | 3,387,731 | $ | 9,121,513 | ||||
Cash payments for state income taxes, net of refunds
|
$ | 119,824 | $ | 19,302 |
2012
|
||||
Land
|
$ | 2,744,033 | ||
Building
|
11,853,540 | |||
Furniture, fixtures and equipment
|
1,303,864 | |||
$ | 15,901,437 | |||
Accounts payable
|
$ | 21,706 | ||
Accrued expenses
|
286,556 | |||
Mortgage
|
5,655,698 | |||
$ | 5,963,960 |
2012
|
2011
|
|||||||
(in thousands)
|
(in thousands)
|
|||||||
Land
|
$ | 4,850 | $ | 7,254 | ||||
Hotel buildings and improvements
|
40,950 | 41,368 | ||||||
Furniture, fixtures and equipment
|
2,825 | 1,428 | ||||||
Current assets
|
187 | 365 | ||||||
Total assets acquired
|
$ | 48,812 | $ | 50,415 | ||||
Current liabilities
|
63 | 398 | ||||||
Debt acquired
|
19,011 | - | ||||||
Total liabilities acquired
|
19,074 | 398 | ||||||
Net assets acquired
|
$ | 29,738 | $ | 50,017 |
|
||||
For the three
months ended
|
||||
2012 Acquisitions |
March 31, 2012
|
|||
Revenue
|
$ | 1,781 | ||
Net income
|
$ | 385 | ||
For the three
months ended
|
||||
2011 Acquisitions |
March 31, 2012
|
|||
Revenue
|
$ | 3,972 | ||
Net income
|
$ | 601 |
For the three months ended
|
||||||||
March 31, 2012
|
March 31, 2011
|
|||||||
Revenue
|
$ | 41,091 | $ | 37,961 | ||||
Net income (loss)
|
$ | (4,095 | ) | $ | (8,210 | ) | ||
Net income (loss) per share
|
||||||||
attributable to common
|
||||||||
shareholders - basic and diluted
|
$ | (0.11 | ) | $ | (0.22 | ) |
2012
|
2011
|
|||||||
(in millions)
|
(in millions)
|
|||||||
Fixed-rate mortgage loans
|
$ | 158.3 | $ | 122.6 | ||||
Variable-rate mortgage loans
|
118.8 | 94.5 | ||||||
$ | 277.1 | $ | 217.1 |
2012
|
2/14/11 to 3/31/11
|
1/1/11 to 2/13/11
|
||||||||||
REVENUE
|
$ | 976,482 | $ | 516,293 | $ | 516,293 | ||||||
EXPENSES
|
||||||||||||
Rooms
|
334,644 | 178,862 | 178,862 | |||||||||
Other direct
|
113,705 | 66,916 | 66,916 | |||||||||
Other indirect
|
293,771 | 145,799 | 145,798 | |||||||||
Corporate general and administrative
|
18,165 | 10,214 | - | |||||||||
Loss on impairment of assets
|
932,000 | - | - | |||||||||
Depreciation and amortization
|
256,605 | 129,901 | 129,902 | |||||||||
1,948,890 | 531,692 | 521,478 | ||||||||||
INCOME FROM OPERATIONS
|
(972,408 | ) | (15,399 | ) | (5,185 | ) | ||||||
OTHER INCOME (EXPENSE)
|
||||||||||||
Interest expense
|
(69,138 | ) | - | (176,610 | ) | |||||||
INCOME (LOSS) BEFORE TAXES
|
(1,041,546 | ) | (15,399 | ) | (181,795 | ) | ||||||
INCOME TAX (EXPENSE) BENEFIT
|
15,236 | - | (13,795 | ) | ||||||||
INCOME (LOSS) FROM
|
||||||||||||
DISCONTINUED OPERATIONS
|
$ | (1,026,310 | ) | $ | (15,399 | ) | $ | (195,590 | ) | |||
NET INCOME (LOSS) FROM DISCONTINUED
|
||||||||||||
OPERATIONS ATTRIBUTABLE TO
|
||||||||||||
NONCONTROLLING INTEREST
|
$ | (277,322 | ) | $ | (4,161 | ) | $ | (52,851 | ) | |||
NET INCOME (LOSS) FROM DISCONTINUED
|
||||||||||||
OPERATIONS ATTRIBUTABLE TO
|
||||||||||||
COMMON STOCKHOLDERS/MEMBERS
|
$ | (748,988 | ) | $ | (11,238 | ) | $ | (142,739 | ) |
2011
|
||||
Expected dividend yield at date of grant
|
5.09 | % | ||
Expected stock price volatility
|
56.6 | % | ||
Risk-free interest rate
|
2.57 | % | ||
Expected life of options (in years)
|
6.5 |
Number of
Options
|
Weighted
Average Exercise
Price
|
Weighted
Average
Remaining
Contractual
Terms (years)
|
Aggregate
Intrinsic Value
(in thousands)
|
||||||||||||||
Outstanding at December 31, 2011
|
940,000 | $ | 9.75 | 9.1 | $ | - | |||||||||||
Granted
|
- | $ | - | - | $ | - | |||||||||||
Exercised
|
- | $ | - | - | $ | - | |||||||||||
Cancelled
|
- | $ | - | - | $ | - | |||||||||||
Outstanding at March 31, 2012
|
940,000 | $ | 9.75 | 8.9 | $ | - | (1) | ||||||||||
Exercisable at March 31, 2012
|
188,000 | $ | 9.75 | - | $ | - | |||||||||||
(1)
Exercise price exceeds our market price at March 31, 2012.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
●
|
financing risks, including the risk of leverage and the corresponding risk of default on our mortgage loans and other debt and potential inability to refinance or extend the maturity of existing indebtedness;
|
|
●
|
national, regional and local economic conditions;
|
|
●
|
levels of spending in the business, travel and leisure industries, as well as consumer confidence;
|
|
●
|
declines in occupancy, average daily rate and revenue per available room and other hotel operating metrics;
|
|
●
|
hostilities, including future terrorist attacks, or fear of hostilities that affect travel;
|
|
●
|
financial condition of, and our relationships with, third-party property managers, franchisors and hospitality joint venture partners;
|
|
●
|
the degree and nature of our competition;
|
|
●
|
increased interest rates and operating costs;
|
|
●
|
risks associated with potential acquisitions, including the ability to ramp up and stabilize newly acquired hotels with limited or no operating history, and dispositions of hotel properties;
|
|
●
|
availability of and our ability to retain qualified personnel;
|
|
●
|
our failure to maintain our qualification as a REIT under the Internal Revenue Code of 1986, as amended, or the Code;
|
|
●
|
changes in our business or investment strategy;
|
|
●
|
availability, terms and deployment of capital;
|
|
●
|
general volatility of the capital markets and the market price of our shares of common stock;
|
|
●
|
environmental uncertainties and risks related to natural disasters; and
|
|
●
|
changes in real estate and zoning laws and increases in real property tax rates.
|
Franchisor/Brand
|
Number of
Hotels
|
Number of
Rooms
|
||||||
Marriott
|
||||||||
Courtyard by Marriott
(1)
|
8 | 955 | ||||||
Fairfield Inn by Marriott
|
9 | 784 | ||||||
Fairfield Inn & Suites by Marriott
|
1 | 80 | ||||||
Residence Inn by Marriott
|
4 | 411 | ||||||
SpringHill Suites by Marriott
|
8 | 782 | ||||||
TownePlace Suites by Marriott
|
1 | 90 | ||||||
Subtotal
|
31 | 3,102 | ||||||
Hilton
|
||||||||
DoubleTree by Hilton
|
1 | 127 | ||||||
Hampton Inn
(2)
|
8 | 821 | ||||||
Hampton Inn & Suites
|
3 | 390 | ||||||
Hilton Garden Inn
|
4 | 467 | ||||||
Homewood Suites
|
1 | 91 | ||||||
Subtotal
|
17 | 1,896 | ||||||
IHG
|
||||||||
Holiday Inn Express
|
3 | 248 | ||||||
Holiday Inn Express & Suites
(2)
|
4 | 365 | ||||||
Holiday Inn
|
2 | 262 | ||||||
Staybridge Suites
|
2 | 213 | ||||||
Subtotal
|
11 | 1,088 | ||||||
Hyatt
Hyatt Place
|
4 | 556 | ||||||
AmericInn
|
||||||||
AmericInn
®(2)
|
5 | 374 | ||||||
Starwood
Aloft
®
|
1 | 136 | ||||||
Carlson
Country Inn & Suites By Carlson
®
|
2 | 190 | ||||||
Independent
Aspen Hotel & Suites
(3)
|
2 | 127 | ||||||
Total
|
73 | 7,469 |
(1) |
We own a 90% controlling interest in the Courtyard by Marriott hotel located in Atlanta, Georgia with the obligation to acquire the remaining 10% interest in approximately four years.
|
(2) |
We have entered into as agreement to sell our three hotels located in Twin Falls, Idaho. Accordingly, these hotels are held for sale and their operating results for the three months ended March 31, 2012 are included in discontinued operations.
|
(3) |
Pursuant to a new franchise license agreement, we expect our 70-room Fort Worth, Texas Aspen Hotel & Suites to operate as a Fairfield Inn & Suites by Marriott upon completion of certain capital improvements, which are currently expected to be completed during the second quarter of 2012.
|
Company
|
Company
|
Our Predecessor
|
Combined
|
Period-over-Period
|
||||||||||||||||||||
Three Months
Ended
March 31, 2012
|
Period February 14, 2011 through
March 31, 2011
|
Period January 1, 2011 through February 13, 2011
|
Three Months
Ended
March 31, 2011
|
Change
|
||||||||||||||||||||
% | ||||||||||||||||||||||||
Revenues:
|
$ | 40,006 | $ | 18,293 | $ | 14,082 | $ | 32,375 | $ | 7,631 | 23.6 | % | ||||||||||||
Hotel operating expenses:
|
27,991 | 11,654 | 11,986 | 23,640 | 4,351 | 18.4 | % | |||||||||||||||||
Total expenses:
|
38,597 | 16,212 | 15,285 | 31,497 | 7,100 | 22.5 | % | |||||||||||||||||
Income from operations:
|
1,409 | 2,081 | (1,203 | ) | 878 | 531 | 60.5 | % | ||||||||||||||||
Total other income (expense):
|
(3,455 | ) | (3,507 | ) | (4,482 | ) | (7,989 | ) | 4,534 | 56.8 | % | |||||||||||||
Net income (loss):
|
$ | (2,805 | ) | $ | (1,614 | ) | $ | (6,207 | ) | $ | (7,821 | ) | $ | 5,016 | 64.1 | % |
Three Months Ended March 31, 2012
|
||||||||||||||||
Total Revenue
|
Occupancy
(1)
|
ADR
(2)
|
RevPAR
(3)
|
|||||||||||||
Total Portfolio (70 hotels)
(4)
|
$ | 40,006 | 64.9 | % | $ | 93.93 | $ | 60.99 | ||||||||
Same-Store Portfolio (62 hotels)
|
$ | 34,251 | 64.2 | % | $ | 92.01 | $ | 59.03 |
Three Months Ended March 31, 2011
|
||||||||||||||||
Total Revenue
|
Occupancy
(1)
|
ADR
(2)
|
RevPAR
(3)
|
|||||||||||||
Total and Same-Store Portfolio
(62 hotels)
|
$ | 32,375 | 60.8 | % | $ | 92.62 | $ | 56.30 |
Percentage Change from Three Months Ended
March 31, 2011 to Three Months Ended
March 31, 2012
|
||||||||||||||||
Total Revenue
|
Occupancy
(1)
|
ADR
(2)
|
RevPAR
(3)
|
|||||||||||||
Total Portfolio (70 hotels and 62 hotels)
(4)
|
23.6 | % | 6.7 | % | 1.4 | % | 8.3 | % | ||||||||
Same-Store Portfolio (62 hotels)
|
5.8 | % | 5.6 | % | (0.7 | %) | 4.8 | % |
|
(1)
|
Occupancy rate, or occupancy, represents the weighted-average percentage of available guestrooms that were sold during a specified period of time and is calculated by dividing the number of guestrooms sold by the total number of guestrooms available, expressed as a percentage.
|
|
(2)
|
Average daily rate, or ADR, represents the weighted-average rate paid for guestrooms sold, calculated by dividing room revenue (i.e., excluding food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services) by guestrooms sold.
|
|
(3)
|
Revenue per available room, or RevPAR, is the product of ADR and occupancy. RevPAR does not include food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services.
|
(4)
|
The information in the tables above for our total portfolio for the three months ended March 31, 2012 includes revenues from the three hotels we acquired during the first quarter of 2012 from the date of acquisition of each hotel through March 31, 2012 and operating information (occupancy, ADR and RevPAR) for each of the hotels for the period in which it was owned by us. Accordingly, the information does not reflect a full three months of operations for each of the hotels acquired in the first quarter of 2012. Furthermore, the tables do not include the operating results in any period of our three hotels that are deemed held for sale as of March 31, 2012.
|
|
●
|
a maximum ratio of consolidated indebtedness (as defined in the loan documentation) to consolidated EBITDA (as defined in the loan documentation) ranging from 6.75:1.00 to 5.75:1.00;
|
|
●
|
a minimum ratio of adjusted consolidated EBITDA (as defined in the loan documentation) to consolidated fixed charges (as defined in the loan documentation) ranging from 1.40:1.00 to 1.50:1.00;
|
|
●
|
a minimum consolidated tangible net worth (as defined in the loan documentation) of not less than $228,728,000 plus 80% of the net proceeds of subsequent common equity issuances; and
|
|
●
|
a maximum dividend payout ratio of 95% of FFO (as defined in the loan documentation) or an amount necessary to maintain REIT tax status and avoid corporate income and excise taxes.
|
Lender
|
Collateral
|
Outstanding
Principal
Balance as of
March 31, 2012
|
Interest Rate
as of
March 31, 2012
(1)
|
Amortization
(years)
|
Maturity
Date
|
|||||||
Chambers Bank
|
Aspen Hotel & Suites, Fort Smith, AR
|
$ | 1,484 | 6.50% | 20 |
06/24/12
|
||||||
Bank of the Ozarks
(2)
|
Hyatt Place, Portland, OR
|
6,307 |
90-day LIBOR +
4.00%, subject to a
floor of 6.75%
|
25 |
06/29/12
(2)
|
|||||||
BNC National Bank
(3)
|
Hampton Inn & Suites, Fort Worth, TX
|
5,467 | 5.01% | 20 |
11/01/13
|
|||||||
First National Bank of Omaha
(4)
|
Courtyard by Marriott, Germantown, TN
Courtyard by Marriott, Jackson, MS
Hyatt Place, Atlanta, GA
|
23,547 |
90-day LIBOR +
4.00%, subject to a
floor of 5.25%
|
20 |
07/01/13
|
|||||||
General Electric Capital Corp.
(5)
|
Country Inn & Suites, San Antonio, TX
|
10,788 |
90-day LIBOR
+3.50%
|
25 |
04/01/14
|
|||||||
BNC National Bank
(3)
|
Holiday Inn Express & Suites, Twin Falls, ID
|
5,656 | 4.81% | 20 |
04/01/16
|
|||||||
Goldman Sachs
|
SpringHill Suites, Bloomington, MN, Hampton Inn
& Suites, Bloomington, MN
|
14,577 | 5.67% | 25 |
07/06/16
|
|||||||
MetaBank
|
Holiday Inn, Boise, ID
SpringHill Suites by Marriott, Lithia Springs, GA
|
6,984 | 4.95% | 17 |
02/01/17
(6)
|
|||||||
Empire Financial Services, Inc.
(7)
|
Courtyard by Marriott, Atlanta, GA
|
18,984 | 6.00% | 25 |
02/01/17
|
|||||||
General Electric Capital Corp.
(8)
|
Hilton Garden Inn (Lakeshore), Birmingham, AL
|
5,550 | 5.51% | 25 |
04/01/17
|
|||||||
General Electric Capital Corp.
(9)
|
Hilton Garden Inn (Liberty Park), Birmingham, AL
|
6,500 | 5.51% | 25 |
04/01/17
|
|||||||
National Western Life
(10)
|
SpringHill Suites by Marriott, Scottsdale, AZ
|
5,000 | 8.0% | 17 |
01/01/15
|
|||||||
National Western Life
(11)
|
Courtyard by Marriott, Scottsdale, AZ
|
8,083 | 8.0% | 17 |
01/01/15
|
|||||||
Compass Bank
|
Courtyard by Marriott, Flagstaff, AZ
|
15,878 |
Prime rate - 0.25%,
subject to a floor of
4.50%
|
20 |
05/17/18
|
|||||||
General Electric Capital Corp.
(5)
|
SpringHill Suites by Marriott, Denver, CO
|
8,247 |
90-day LIBOR + 3.50%
|
20 |
04/01/18
|
|||||||
General Electric Capital Corp.
(5)
|
DoubleTree Hotel, Baton Rouge, LA
|
10,648 |
90-day LIBOR + 3.50%
|
25 |
03/01/19
|
|||||||
Bank of the Cascades
|
Residence Inn by Marriott, Portland, OR
|
12,489 | 4.66% (12) | 25 |
09/30/21
|
Lender
|
Collateral
|
Outstanding
Principal
Balance as of
March 31, 2012
|
Interest Rate
as of
March 31, 2012
(1)
|
Amortization
(years)
|
Maturity
Date
|
|||||||
ING Investment Management
(13)
|
Fairfield Inn & Suites by Marriott, Germantown, TN
Residence Inn by Marriott, Germantown, TN
Holiday Inn Express, Boise, ID
Hampton Inn & Suites, El Paso, TX
Hampton Inn, Fort Smith, AR
Hilton Garden Inn, Ft. Collins, CO
Springhill Suites, Flagstaff, AZ
Holiday Inn Express, Sandy, UT
Fairfield Inn by Marriott, Lewisville, TX
Hampton Inn, Denver, CO
Holiday Inn Express, Vernon Hills, IL
Hampton Inn, Fort Wayne, IN
Country Inn & Suites, Charleston, WV
Holiday Inn Express, Charleston, WV
Staybridge Suites, Ridgeland, MS
Residence Inn by Marriott, Ridgeland, MS
|
$ | 67,500 | 6.10% | 20 |
03/01/32
(13)
|
||||||
Secured Revolving Credit Facility
|
See “--$125 Million Senior Secured Revolving Credit Facility” above
|
43,426 |
See “--$125 Million Senior Secured Revolving Credit Facility” above
|
N/A |
04/29/14
|
|||||||
Total
|
$ |
277,115
|
(1)
|
As of March 31, 2012, the Prime rate was 3.25% and 90-day LIBOR was 0.478%.
|
(2)
|
The maturity date may be extended to June 20, 2014 based on the exercise of two, one-year extension options, subject to the satisfaction of certain conditions.
|
(3)
|
The two BNC loans are cross-defaulted.
|
(4)
|
Evidenced by three promissory notes, the loan secured by the Hyatt Place located in Atlanta, Georgia has a maturity date of February 1, 2014. The three promissory notes are cross-defaulted and cross-collateralized.
|
(5)
|
Three of the GECC loans are cross-defaulted. All three loans became subject to a prepayment penalty equal to 2% of the principal repaid prior to August 1, 2012, 1% of the principal repaid prior to August 1, 2013, and 0% of the principal repaid thereafter. In addition to the mortgages securing each of the loans, GECC has additional mortgages on the Jacksonville, FL Aloft, Las Colinas, TX Hyatt Place and Boise, ID Fairfield Inn, each of which may be released upon realization of certain financial covenants.
|
(6)
|
On February 14, 2012, we refinanced this loan. It now matures February 1, 2017, is amortized over approximately 17 years and bears an annual interest rate of 4.95%. There is a prepayment penalty of 3% if the loan is paid off in the first two years, 2% in year 3 and 1% in years 4 and 5. The loan is collateralized by a first mortgage lien on two hotels containing 197 rooms.
|
(7)
|
On January 12, 2012, Carnegie Hotels, LLC, an entity of which we own 90% of the ownership interests, entered into a $19.0 million term loan with Empire Financial Services, Inc. The interest rate is 6.00% fixed. The loan matures February 1, 2017 and is secured by a first mortgage lien on the Courtyard by Marriott hotel in Atlanta, Georgia. The loan carries a prepayment penalty of one percent (1%) for prepayments occurring before January 13, 2013.
|
(8)
|
On March 2, 2012, we entered into a $5.55 million term loan with General Electric Capital Corporation to purchase the 95-unit Hilton Garden Inn in Birmingham, Alabama. The interest rate is fixed for three years at 5.51%. On the third anniversary of the notice, the rate will convert to a variable rate of 90-day LIBOR plus 5.28%. The note matures on April 1, 2017, and is secured by a first priority lien on the 95-unit Hilton Garden Inn in Birmingham, Alabama. The loan may not be prepaid during the first 12 months, and may be prepaid with a 2% prepayment fee during the second loan year, and 1% prepayment during the third loan year. The note is cross-defaulted and cross-collateralized with the $6.5 million loan on the 130-unit Hilton Garden Inn in Birmingham, Alabama.
|
(9)
|
On March 2, 2012, we entered into a $6.5 million term loan with General Electric Capital Corporation to purchase the 130-unit Hilton Garden Inn in Birmingham, Alabama. The interest rate is fixed for three years at 5.51%. On the third anniversary of the notice, the rate will convert to a variable rate of 90-day LIBOR plus 5.28%. The note matures on April 1, 2017, and is secured by a first priority lien on the 130-unit Hilton Garden Inn in Birmingham, Alabama. The loan may not be prepaid during the first 12 months, and may be prepaid with a 2% prepayment fee during the second loan year, and 1% prepayment during the third loan year. The note is cross-defaulted and cross-collateralized with the $5.55 million loan on the 95-unit Hilton Garden Inn in Birmingham, Alabama.
|
(10)
|
On April 4, 2012, we refinanced the National Western Life Insurance and Annuity loan on the SpringHill Suites by Marriott in Scottsdale, Arizona with a $5.25 million term loan with GE Capital Financing Inc. The interest rate is 6.05%. The loan matures May 1, 2017 and is secured by a first mortgage lien on the SpringHill by Marriott hotel in Scottsdale, Arizona. The loan carries a prepayment penalty of one percent (1%) plus defeasance. The loan is cross-defaulted and cross-collateralized with the $9.75 million loan on the Courtyard by Marriott in Scottsdale, Arizona.
|
(11)
|
On April 4, 2012, we refinanced the National Western Life Insurance and Annuity loan on the Courtyard by Marriott in Scottsdale, Arizona with a $9.75 million term loan with GE Capital Financing Inc. The interest rate is 6.05%. The loan matures May 1, 2017 and is secured by a first mortgage lien on the Courtyard by Marriott hotel in Scottsdale, Arizona. The loan carries a prepayment penalty of one percent (1%) plus defeasance. The loan is cross-defaulted and cross-collateralized with the $5.25 million loan on the SpringHill Suites by Marriott in Scottsdale, Arizona.
|
(12)
|
The loan carries a fixed interest rate of 4.66% until September 30, 2016 and a fixed interest rate thereafter of the then-current Federal Home Loan Bank of Seattle Intermediate/Long-Term, Advances Five-year Fixed Rate plus 3.00%.
|
(13)
|
On February 13, 2012, we closed on the consolidation and refinance of our four loans with ING Life Insurance and Annuity, which four loans collectively had an aggregate outstanding balance of approximately $69.5 million as of December 31, 2011. The loans were consolidated into a single term loan with a principal balance of $67.5 million, maturity date of March 1, 2032, amortized over 20 years and bearing an annual interest rate of 6.10%, collateralized by first mortgage liens on16 properties containing 1,639 guestrooms. The lender has the right to call the loan so as to be payable in full at March 1, 2019, March 1, 2024 or March 1, 2029. If the loan is repaid prior to maturity, other than if called by the lender, there is a prepayment penalty equal to the greater of (i) 1% of the principal being repaid and (ii) the yield maintenance premium. Pursuant to the consolidation, the mortgages on the Courtyard by Marriott, Missoula, MT and the Courtyard by Marriott, Memphis, TN were released and new mortgages were taken on the Country Inn & Suites and the Holiday Inn Express in Charleston, West Virginia.
|
|
The yield maintenance premium under the new ING loan is calculated as follows: (A) if the entire amount of the loan is being prepaid, the yield maintenance premium is equal to the sum of (i) the present value of the scheduled monthly installments from the date of prepayment to the maturity date, and (ii) the present value of the amount of principal and interest due on the maturity date (assuming all scheduled monthly installments due prior to the maturity date were made when due), less (iii) the outstanding principal balance as of the date of prepayment; and (B) if only a portion of the loan is being prepaid, the yield maintenance premium is equal to the sum of (i) the present value of the scheduled monthly installments on the pro rata portion of the loan being prepaid, or the release price, from the date of prepayment to the maturity date, and (ii) the present value of the pro rata amount of principal and interest due on the release price due on the maturity date (assuming all scheduled monthly installments due prior to the maturity date were made when due), less (iii) the outstanding amortized principal allocation, as defined in the loan agreement, as of the date of prepayment.
|
Payments Due By Period
|
||||||||||||||||||||
Total
|
Less than
One Year
|
One to Three
Years
|
Four to
Five Years
|
More than
Five Years
|
||||||||||||||||
Long-term debt obligations
(1)
|
$ | 325.3 | $ | 23.2 | $ | 113.3 | $ | 71.0 | $ | 117.8 | ||||||||||
Operating Lease obligations
|
37.4 | 0.4 | 0.9 | 1.0 | 35.1 | |||||||||||||||
Total
|
$ | 362.7 | $ | 23.6 | $ | 114.2 | $ | 72.0 | $ | 152.9 |
(1)
|
The amounts shown include amortization of principal on our fixed-rate and variable-rate obligations, debt maturities on our fixed-rate and variable-rate obligations and estimated interest payments on our fixed-rate obligations. Interest payments have been included based on the weighted-average interest rate.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Controls and Procedures.
|
Item 1.
|
Item 1A.
|
Item 3.
|
Item 4.
|
Item 5.
|
Item 6.
|
Exhibit
Number
|
Description of Exhibit
|
10.1
|
Consolidated, Amended and Restated Loan Agreement dated February 13, 2012, between Summit Hotel OP, LP and ING Life Insurance and Annuity Company (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 16, 2012)
|
10.2
†
|
Form of Incentive Award Agreement between Summit Hotel Properties, Inc. and its executive officers
|
10.3
†
|
Form of Stock Award Agreement (Performance Based Shares) between Summit Hotel Properties, Inc. and its executive officers
|
10.4
†
|
Form of Stock Award Agreement (Service-Based Shares) between Summit Hotel Properties, Inc. and its executive officers
|
31.1
†
|
Certification of Chief Executive Officer of Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
†
|
Certification of Chief Financial Officer Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.3
†
|
Certification of Chief Executive Officer of Summit Hotel OP, LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.4
†
|
Certification of Chief Financial Officer Summit Hotel OP, LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
†
|
Certification of Chief Executive Officer Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
†
|
Certification of Chief Financial Officer Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.3
†
|
Certification of Chief Executive Officer Summit Hotel OP, LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.4
†
|
Certification of Chief Financial Officer Summit Hotel OP, LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document (1)
|
101.SCH
|
XBRL Taxonomy Extension Schema Document(1)
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document(1)
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document(1)
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document(1)
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document(1)
|
SUMMIT HOTEL PROPERTIES, INC.
(registrant)
|
|||
Date
: May 15, 2012
|
By:
|
/s/ Stuart J. Becker | |
Stuart J. Becker
|
|||
Chief Financial Officer
|
SUMMIT HOTEL OP, LP
(registrant)
|
||||||
By:
|
Summit Hotel GP, LLC, its general partner
|
|||||
By:
|
Summit Hotel Properties, Inc., its sole member
|
|||||
Date:
|
May 15, 2012
|
By:
|
/s/ Stuart J. Becker
|
|||
|
Stuart J. Becker
|
|||||
|
Chief Financial Officer
|
Exhibit
Number
|
Description of Exhibit
|
10.1
|
Consolidated, Amended and Restated Loan Agreement dated February 13, 2012, between Summit Hotel OP, LP and ING Life Insurance and Annuity Company (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on February 16, 2012)
|
10.2
†
|
Form of Incentive Award Agreement between Summit Hotel Properties, Inc. and its executive officers
|
10.3
†
|
Form of Stock Award Agreement (Performance Based Shares) between Summit Hotel Properties, Inc. and its executive officers
|
10.4
†
|
Form of Stock Award Agreement (Service-Based Shares) between Summit Hotel Properties, Inc. and its executive officers
|
31.1
†
|
Certification of Chief Executive Officer of Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
†
|
Certification of Chief Financial Officer Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.3
†
|
Certification of Chief Executive Officer of Summit Hotel OP, LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.4
†
|
Certification of Chief Financial Officer Summit Hotel OP, LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
†
|
Certification of Chief Executive Officer Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
†
|
Certification of Chief Financial Officer Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.3
†
|
Certification of Chief Executive Officer Summit Hotel OP, LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.4
†
|
Certification of Chief Financial Officer Summit Hotel OP, LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document (1)
|
101.SCH
|
XBRL Taxonomy Extension Schema Document(1)
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document(1)
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document(1)
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document(1)
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document(1)
|
(1)
|
|
Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
SUMMIT HOTEL PROPERTIES, INC.
|
||
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
PARTICIPANT
|
|
|
SUMMIT HOTEL PROPERTIES, INC.
|
||
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
PARTICIPANT
|
|
|
SUMMIT HOTEL PROPERTIES, INC.
|
||
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
PARTICIPANT
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Summit Hotel Properties, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statement for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Summit Hotel Properties, Inc.
|
|
Date: May 15, 2012
|
By: /s/ Daniel P. Hansen
|
Daniel P. Hansen
President and Chief Executive Officer
(principal executive officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Summit Hotel Properties, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statement for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Summit Hotel Properties, Inc.
|
|
Date: May 15, 2012
|
By: /s/ Stuart J. Becker
|
Stuart J. Becker
Executive Vice President and Chief Financial Officer (principal financial officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Summit Hotel OP, LP;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statement for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Summit Hotel OP, LP
|
|
By: Summit Hotel GP, LLC, its general partner
|
|
By: Summit Hotel Properties, Inc., its sole member
|
|
Date: May 15, 2012
|
By: /s/ Daniel P. Hansen
|
Daniel P. Hansen
President and Chief Executive Officer
(principal executive officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Summit Hotel OP, LP;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statement for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Summit Hotel OP, LP
|
|
By: Summit Hotel GP, LLC, its general partner
|
|
By: Summit Hotel Properties, Inc., its sole member
|
|
Date: May 15, 2012
|
By: /s/ Stuart J. Becker
|
Stuart J. Becker
Executive Vice President and Chief Financial Officer (principal financial officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Summit Hotel Properties, Inc.
|
|
Date: May 15, 2012
|
By: /s/ Daniel P. Hansen
|
Daniel P. Hansen
President and Chief Executive Officer
(principal executive officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Summit Hotel Properties, Inc.
|
|
Date: May 15, 2012
|
By: /s/ Stuart J. Becker
|
Stuart J. Becker
Executive Vice President and Chief Financial Officer (principal financial officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Summit Hotel OP, LP
|
|
By: Summit Hotel GP, LLC, its general partner
|
|
By: Summit Hotel Properties, Inc., its sole member
|
|
Date: May 15, 2012
|
By: /s/ Daniel P. Hansen
|
Daniel P. Hansen
President and Chief Executive Officer
(principal executive officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Summit Hotel OP, LP
|
|
By: Summit Hotel GP, LLC, its general partner
|
|
By: Summit Hotel Properties, Inc., its sole member
|
|
Date: May 15, 2012
|
By: /s/ Stuart J. Becker
|
Stuart J. Becker
Executive Vice President and Chief Financial Officer (principal financial officer)
|