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8-K - SUMMIT HOTEL PROPERTIES, INC. 8-K - Summit Hotel OP, LP | a6669143.htm |
Exhibit 99.1
Summit Hotel Properties Files First Form 10-K
Completes $30 Million Short-term Unsecured Facility; Expects to Close $100 Million Line of Credit in Early April
SIOUX FALLS, S.D.--(BUSINESS WIRE)--April 1, 2011--Summit Hotel Properties, Inc. (NYSE:INN) (the “Company”), a publicly traded real estate investment trust specializing in acquiring and owning premium-branded upscale and upper-midscale hotels, today announced that the Company and Summit Hotel OP, LP have filed an Annual Report on Form 10-K for the year ended December 31, 2010. The Company completed its initial public offering (“IPO”) on February 14, 2011, and the financial and operating results included in the Annual Report on Form 10-K relate primarily to the Company’s predecessor, Summit Hotel Properties, LLC (the “Predecessor”).
“The prospectus for our IPO contained historical and pro forma results through the third quarter of 2010 for our predecessor company,” said Dan Hansen, Summit’s President and Chief Executive Officer. “The full year 2010 results for our predecessor included in the Form 10-K and the pro forma information accompanying this release should provide a meaningful baseline for future comparison purposes and allow our stockholders and the investment community to better understand our Company.”
2010 Results Highlights of the Predecessor, Summit Hotel Properties, LLC
- Total revenues for 65 owned hotels of $135.6 million, up 11.9 percent over 2009.
- Earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $32.8 million, an increase of 25.7% over 2009.
- EBITDA margin of 24.2% was a 12.3% improvement over 2009.
- Adjusted EBITDA of $39.3 million, up 22.4% over 2009.
- EBITDA and Adjusted EBITDA for 2010 do not reflect approximately $1.1 million of non-recurring expenses relating to the IPO.
Pro Forma Operating Results for 2009 and 2010 of the Company, Summit Hotel Properties, Inc.
Historical financial information for the Predecessor and pro forma financial information for the Company accompanies this press release. Please review the explanatory notes and text accompanying the pro forma financial information, which discuss the pro forma assumptions and adjustments.
On a pro forma basis, after giving effect to its IPO and concurrent private placement and the application of their net proceeds and the other adjustments described in the accompanying materials:
- Total revenues for 2010 from the 65 hotels were approximately $135.6 million, up 11.9 percent over 2009.
- Net loss for 2010 was approximately $11.7 million, an improvement of approximately $3.3 million over 2009.
- Funds from Operations (“FFO”) were approximately $15.3 million and Adjusted FFO was approximately $22.9 million for 2010, increases of approximately 88.9% and 29.0%, respectively, over 2009.
- EBITDA of approximately $26.5 million and Adjusted EBITDA of approximately $33.0 million for 2010, increases of approximately 48.0%. and 29.7%, respectively, over 2009.
The Company classifies the 65 hotels in its initial portfolio as “seasoned” (46 hotels) and “unseasoned” (19 hotels) and intends to continue to provide operating results of each of these groups throughout 2011. The 19 unseasoned hotels were either built after January 1, 2007 or experienced a brand conversion since January 1, 2008.
For the year ended December 31, 2010, revenue per available room (“RevPAR”) for the portfolio as a whole (65 hotels) increased to $55.80, or 3.1 percent over the prior year, driven primarily by the unseasoned hotels’ RevPAR increase to $55.06, or 13.6 percent over the prior year. The seasoned hotels experienced a decline in RevPAR to $56.22, or (0.7) percent from the prior year.
For the year ended December 31, 2010, the weighted-average RevPAR penetration level for the portfolio as a whole increased to 108.4% from 101.5% for the prior year, again driven primarily by the performance of the unseasoned hotels, whose weighted-average RevPAR penetration level increased to 92.5% from 77.6% for the prior year. The seasoned hotels increased their weighted-average RevPAR penetration levels to 117.4% from 115.0% for the prior year. Please see the accompanying materials for more information relating to the seasoned and unseasoned hotels and the RevPAR penetration index.
“Our unseasoned hotels, properties recently built or rebranded or repositioned, had RevPAR penetration of 92.5 percent,” Mr. Hansen said. “We expect these unseasoned hotels to continue improving their RevPAR penetration levels and look for them ultimately to attain levels in line with those of our seasoned hotels.”
“The transition of management of our hotels to Interstate Hotels & Resorts, the nation’s largest hotel management company, in connection with our IPO, went smoothly,” Mr. Hansen continued. “There were essentially no changes at the management level, so the transfer was seamless, as planned, to both our guests and employees. We already are seeing improved economies of scale due to Interstate’s added buying power.”
“Since completing our IPO and transferring hotel management to Interstate, we have gained time to strategically review and oversee each property and have shifted our focus from day-to-day operations to aggressive asset management,” Mr. Hansen added. “We expect to invest approximately $20 million in capital improvements at our hotels over the next 18 months so that our properties remain highly competitive.”
Real Estate Transactions
Earlier this week, Summit disclosed that it had signed purchase agreements to acquire three hotels for an aggregate purchase price of approximately $24.3 million. “These will be the first additions to our portfolio since the IPO, and their acquisition is in line with our strategy of acquiring premium-branded, upscale and upper-midscale segments in markets where we can cluster properties to achieve greater operational efficiencies,” Mr. Hansen said. “We expect to close these acquisitions in late April and anticipate that the three hotels will be immediately accretive to earnings. Our pipeline is quite robust.”
Balance Sheet
The Predecessor had approximately $420.4 million in mortgage debt on all of its 65 properties at December 31, 2010. The Company used net proceeds of the IPO and concurrent private placement to reduce the debt to approximately $197.1 million, with a weighted-average interest rate of approximately 5.2 percent. A $12.6 million loan matures in the third quarter of 2011 which the Company currently is negotiating to refinance. As of March 31, 2011, the outstanding principal amount of the Company’s consolidated net indebtedness was approximately 35% of the sum of the Company’s equity market capitalization and consolidated net indebtedness.
“Our goal is to remain prudently leveraged, to limit the outstanding principal amount of our consolidated net indebtedness to not more than 50% of the sum of our equity market capitalization and consolidated net indebtedness,” said Stuart Becker, Summit’s Executive Vice President and Chief Financial Officer. “We are completing negotiations on a $100 million line of credit, which we expect to have in place by early April. We intend to use the proceeds for acquisitions and for other corporate purposes.” Mr. Becker added, “In the meantime, we have arranged a $30 million unsecured credit facility to fund near-term acquisitions and for other corporate purposes until the $100 million line of credit is completed.”
Outlook
“Our year-over-year RevPAR growth for the entire portfolio is running at 9.0 percent through February 2011, with the unseasoned hotels up 18.2 percent and the seasoned hotels up 4.2 percent. We continue to focus on several key areas, including increasing average daily rate, increasing margins and accretive acquisitions. In general, our markets have stabilized or are improving and our strategies and structure are in place and operating well,” said Mr. Becker.
Earnings Conference Call
Summit will hold a conference call to discuss the Form 10-K and the information accompanying this press release on April 1, 2011 at 9:00 a.m. ET. Stockholders and other interested parties may join the call by dialing 866-543-6408, reference number 90519685, or may join a simultaneous webcast of the conference call on the Internet by logging on through the Investor Relations page of Summit’s website, www.shpreit.com. A recording of the conference call will be available by telephone until midnight on April 14, 2011, by dialing 888-286-8010, reference number 89576998. A replay of the conference call webcast will be posted on Summit’s website through April 14, 2011.
About Summit Hotel Properties
Summit Hotel Properties, Inc. is a publicly traded real estate investment trust focused exclusively on acquiring and owning premium-branded limited-service and select-service hotels in the upscale and midscale without food and beverage segments of the lodging industry. As of March 30, 2011, the Company’s portfolio consisted of 65 hotels with a total of 6,533 guestrooms located in 19 states. Additional information about Summit may be found at the our website at www.shpreit.com.
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 Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities 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” 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: descriptions of the Company’s plans or objectives for future operations, acquisitions or services; forecasts of the Company’s future financial performance and potential increases in average daily rate, occupancy and room demand; 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”), including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. 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, 2010.
All information in this release is as of March 31, 2011. 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.
(Predecessor) |
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SUMMIT HOTEL PROPERTIES, LLC |
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CONSOLIDATED BALANCE SHEETS |
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FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 |
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ASSETS | 2010 | 2009 | ||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 7,977,418 | $ | 8,239,225 | ||||
Restricted cash | 1,192,131 | 1,755,053 | ||||||
Trade receivables | 2,665,076 | 2,608,198 | ||||||
Receivable due from affiliate | 4,620,059 | - | ||||||
Prepaid expenses and other | 1,738,645 | 1,416,480 | ||||||
Total current assets | 18,193,329 | 14,018,956 | ||||||
PROPERTY AND EQUIPMENT, NET | 466,010,777 | 482,767,601 | ||||||
OTHER ASSETS | ||||||||
Deferred charges and other assets, net | 4,051,295 | 4,828,185 | ||||||
Land held for sale | - | 12,226,320 | ||||||
Other noncurrent assets | 4,011,992 | 4,074,179 | ||||||
Restricted cash | 741,137 | 331,190 | ||||||
Total other assets | 8,804,424 | 21,459,874 | ||||||
TOTAL ASSETS | $ | 493,008,530 | $ | 518,246,431 | ||||
LIABILITIES AND MEMBERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Current portion of long-term debt | $ | 147,612,930 | $ | 134,370,900 | ||||
Lines of credit | 19,601,215 | 21,457,943 | ||||||
Accounts payable | 864,560 | 1,088,265 | ||||||
Related party accounts payable | 771,066 | 494,248 | ||||||
Accrued expenses | 11,092,131 | 9,182,013 | ||||||
Total current liabilities | 179,941,902 | 166,593,369 | ||||||
LONG-TERM DEBT, NET OF CURRENT PORTION | 253,223,062 | 270,353,750 | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
MEMBERS’ EQUITY | ||||||||
Class A, 1,166.62 units issued and outstanding | 50,838,540 | 59,961,958 | ||||||
Class A-1, 437.83 units issued and outstanding | 32,554,188 | 34,244,056 | ||||||
Class B, 81.36 units issued and outstanding | 262,669 | 1,804,718 | ||||||
Class C, 173.60 units issued and outstanding | (22,187,368 | ) | (13,086,957 | ) | ||||
Total Summit Hotel Properties, LLC members' equity | 61,468,029 | 82,923,775 | ||||||
Noncontrolling interest | (1,624,463 | ) | (1,624,463 | ) | ||||
Total equity | 59,843,566 | 81,299,312 | ||||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY | $ | 493,008,530 | $ | 518,246,431 | ||||
(Predecessor) |
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SUMMIT HOTEL PROPERTIES, LLC |
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CONSOLIDATED STATEMENTS OF OPERATIONS |
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FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008 |
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2010 | 2009 | 2008 | ||||||||||
REVENUES | ||||||||||||
Room revenues | $ | 133,069,346 | $ | 118,959,822 | $ | 132,796,698 | ||||||
Other hotel operations revenues | 2,565,723 | 2,239,914 | 2,310,764 | |||||||||
135,635,069 | 121,199,736 | 135,107,462 | ||||||||||
COSTS AND EXPENSES | ||||||||||||
Direct hotel operations | 47,210,056 | 42,070,893 | 42,380,950 | |||||||||
Other hotel operating expenses | 18,960,775 | 16,986,818 | 15,186,138 | |||||||||
General, selling and administrative | 25,379,942 | 24,017,471 | 25,993,091 | |||||||||
Repairs and maintenance | 4,718,561 | 6,151,474 | 8,008,854 | |||||||||
Depreciation and amortization | 27,250,778 | 23,971,118 | 22,307,426 | |||||||||
Loss on impairment of assets | 6,475,684 | 7,505,836 | - | |||||||||
129,995,796 | 120,703,610 | 113,876,459 | ||||||||||
INCOME FROM OPERATIONS | 5,639,273 | 496,126 | 21,231,003 | |||||||||
OTHER INCOME (EXPENSE) | ||||||||||||
Interest income | 47,483 | 49,805 | 194,687 | |||||||||
Interest (expense) | (26,362,265 | ) | (18,320,736 | ) | (17,025,180 | ) | ||||||
Gain (loss) on disposal of assets | (42,813 | ) | (4,335 | ) | (389,820 | ) | ||||||
(26,357,595 | ) | (18,275,266 | ) | (17,220,313 | ) | |||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | (20,718,322 | ) | (17,779,140 | ) | 4,010,690 | |||||||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS | - | 1,464,808 | 10,278,595 | |||||||||
NET INCOME (LOSS) BEFORE INCOME TAXES | (20,718,322 | ) | (16,314,332 | ) | 14,289,285 | |||||||
STATE INCOME TAX (EXPENSE) | (202,163 | ) | - | (826,300 | ) | |||||||
NET INCOME (LOSS) | (20,920,485 | ) | (16,314,332 | ) | 13,462,985 | |||||||
NET INCOME (LOSS) ATTRIBUTABLE TO
NONCONTROLLING INTEREST |
- |
- |
384,269 |
|||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO
SUMMIT HOTEL PROPERTIES, LLC |
$ |
(20,920,485 |
) |
$ |
(16,314,332 |
) |
$ |
13,078,716 |
||||
BASIC AND DILUTED EARNINGS PER
$100,000 CAPITAL UNIT |
$ |
(11,251 |
) |
$ |
(9,392 |
) |
$ |
8,412 |
||||
WEIGHTED-AVERAGE NUMBER OF UNITS
OUTSTANDING FOR CALCULATION OF BASIC AND DILUTED EARNINGS PER CAPITAL UNIT (based on $100,000 investment) |
1,859 |
1,737 |
1,555 |
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(Predecessor) |
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SUMMIT HOTEL PROPERTIES, LLC |
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CONSOLIDATED STATEMENTS OF OPERATIONS |
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FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008 |
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2010 | 2009 |
|
2008 |
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Statement of Operations Data: (dollars in thousands) |
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Funds from Operations: | ||||||||||||
Net income (loss) | $ | (20,920 | ) | $ | (16,314 | ) | $ | 13,463 | ||||
Depreciation and amortization | 27,251 | 24,125 | 23,028 | |||||||||
(Gain) on disposition of assets | - | (1,297 | ) | (8,605 | ) | |||||||
Funds from Operations | $ | 6,331 | $ | 6,514 | $ | 27,886 | ||||||
Adjustments: | ||||||||||||
Hotel property acquisition costs | 367 | 1,389 | 1,571 | |||||||||
Loss on impairment of assets | 6,476 | 7,506 | - | |||||||||
Adjusted Funds from Operations (AFFO) | $ | 13,174 | $ | 15,409 | $ | 29,457 | ||||||
EBITDA: | ||||||||||||
Net income (loss) | $ | (20,920 | ) | $ | (16,314 | ) | $ | 13,463 | ||||
Depreciation and amortization | 27,251 | 24,125 | 23,028 | |||||||||
Interest Expense | 26,362 | 18,321 | 17,025 | |||||||||
Interest Income | (47 | ) | (50 | ) | (195 | ) | ||||||
Income taxes | 202 | - | 826 | |||||||||
EBITDA | $ | 32,848 | $ | 26,082 | $ | 54,147 | ||||||
Adjustments: | ||||||||||||
Loss on impairment of assets | 6,476 | 7,506 | - | |||||||||
Discontinued Operations | - | (1,465 | ) | (10,278 | ) | |||||||
Adjusted EBITDA | $ | 39,324 | $ | 32,123 | $ | 43,869 | ||||||
See “Non-GAAP Financial Measures” following unaudited pro forma condensed consolidated statement of operations of Summit Hotel Properties, Inc. |
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Our selected unaudited pro forma balance sheet data and statements of operation and other operating data is presented to reflect: (1) the sale of 26,000,000 shares of our common stock in our IPO at $9.75 per share and the sale of 1,274,000 shares of our common stock in the concurrent private placement at a price of $9.0675 per share for approximately $240.0 million of net proceeds, after the deduction of the underwriting discount on the shares sold in our IPO and the payment by us of approximately $7.3 million of expenses related to our IPO, the concurrent private placement and the formation transactions; (2) the merger of our predecessor with and into our operating partnership, with our predecessor as the acquirer for accounting purposes, and the issuance by our operating partnership of an aggregate of 9,993,992 Common Units to the Class A, Class A-1, Class B and Class C members of our predecessor in exchange for their membership interests in our predecessor; (3) the contribution to our operating partnership of the Class B and Class C membership interests in Summit of Scottsdale held by The Summit Group and an unaffiliated third-party investor in exchange for an aggregate of 106,008 Common Units; (4) the contribution of the net proceeds of our IPO and the concurrent private placement to our operating partnership in exchange for Common Units that represent an approximate 73.0% partnership interest in our operating partnership, including the sole general partnership interest; (5) the repayment or extinguishment of approximately $223.8 million of outstanding indebtedness and the payment of estimated costs and expenses of approximately $3.2 million in connection with the retirement of this indebtedness; and (6) the grant upon completion of our IPO of an aggregate of 4,000 shares of common stock to our independent directors and options to purchase an aggregate of 940,000 shares of common stock to Messrs. Boekelheide, Hansen, Aniszewski, Becker and Bertucci pursuant to the 2011 Equity Incentive Plan.
SUMMIT HOTEL PROPERTIES, INC. |
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UNAUDITED PRO FORMA CONDENSED BALANCE SHEET |
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DECEMBER 31, 2010 |
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Historical Summit Hotel Properties, LLC (A) |
Reclassification
Adjustment |
Reclassified Subtotal |
Offering (C) |
Proforma
Adjustments (D) |
Proforma Summit Hotel Properties, Inc. | ||||||||||||||||||||
ASSETS | (dollars in thousands) | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 7,977 | $ | 7,977 | $ | 238,427 | (235,535 | ) | (1 | )(2)(6) | $ | 10,869 | |||||||||||||
Restricted cash | 1,192 | 741 | 1,933 | (B) | 1,933 | ||||||||||||||||||||
Trade receivables | 2,665 | 2,665 | 2,665 | ||||||||||||||||||||||
Prepaid expenses and other | 6,360 | 6,360 | 6,360 | ||||||||||||||||||||||
Property and equipment, net | 466,011 | 466,011 | 466,011 | ||||||||||||||||||||||
Deferred charges and other assets, net | 4,051 | 4,051 | (385 | ) | (3 | ) | 3,666 | ||||||||||||||||||
Land held for sale | - | - | - | ||||||||||||||||||||||
Other assets | 4,012 | 4,012 | 4,012 | ||||||||||||||||||||||
Restricted cash | 741 | (741 | ) | - |
(B) |
- | |||||||||||||||||||
TOTAL ASSETS | $ | 493,009 | $ | 493,009 | $ | 495,516 | |||||||||||||||||||
LIABILITIES AND MEMBERS'/STOCKHOLDERS' EQUITY |
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Current portion of long-term debt | $ | 147,613 | $ | (147,613 | ) | $ | - |
(B) |
$ | - | |||||||||||||||
Lines of credit | 19,601 | (19,601 | ) | - |
(B) |
- | |||||||||||||||||||
Accounts payable | 865 | 865 | 865 | ||||||||||||||||||||||
Related party accounts payable | 771 | 771 | 771 | ||||||||||||||||||||||
Accrued expenses | 11,092 | 11,092 | 11,092 | ||||||||||||||||||||||
Mortgages and notes payable | 253,223 | 167,214 | 420,437 |
(B) |
(223,559 | ) | (1 | ) | 196,878 | ||||||||||||||||
Total Liabilities | 433,165 | 433,165 | 209,606 | ||||||||||||||||||||||
MEMBERS'/STOCKHOLDERS' EQUITY |
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Members' equity | 61,468 | 61,468 | (61,468 | ) | (4 | ) | - | ||||||||||||||||||
Stockholders' equity | - | - | 238,427 | (4,078 | ) | (1 | )(3)(5)(6) | 234,349 | |||||||||||||||||
Noncontrolling interest | (1,624 | ) | (1,624 | ) | 53,185 | (4 | ) | 51,561 | |||||||||||||||||
Total members'/stockholders' equity | 59,844 | 59,844 | 285,910 | ||||||||||||||||||||||
TOTAL LIABILITIES AND MEMBERS'/STOCKHOLDERS' EQUITY |
$ | 493,009 | $ | 493,009 | $ | 495,516 | |||||||||||||||||||
For all footnotes, see Footnotes section following the financial statements of this release.
SUMMIT HOTEL PROPERTIES, INC. |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 |
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SUMMARY |
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2010 | 2009 | |||
(dollars in thousands) | ||||
REVENUE | ||||
Room revenues | $ 133,069 | $ 118,960 | ||
Other hotel operations revenues | 2,566 | 2,240 | ||
Total Revenue | 135,635 | 121,200 | ||
EXPENSES | ||||
Hotel operating expenses | ||||
Rooms | 41,129 | 36,720 | ||
Other direct/controllable | 17,692 | 18,048 | ||
Other indirect | 37,401 | 33,540 | ||
Other | 615 | 681 | ||
Total hotel operating expenses | 96,837 | 88,989 | ||
Depreciation and amortization | 27,017 | 23,088 | ||
Corporate G&A | 4,645 | 4,645 | ||
Equity based compensation | 737 | 737 | ||
Hotel property acquisition costs | 367 | 1,389 | ||
Loss on impairment of assets | 6,476 | 7,506 | ||
Total Expenses | 136,079 | 126,354 | ||
INCOME FROM OPERATIONS | (444) | (5,154) | ||
OTHER INCOME (EXPENSE) | ||||
Interest income | 47 | 50 | ||
Interest (expense) | (10,346) | (9,052) | ||
Gain (loss) on disposal of assets | (42) | (4) | ||
Total Other Income | (10,341) | (9,006) | ||
INCOME (LOSS) FROM CONTINUING OPERATIONS | (10,785) | (14,160) | ||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS | - | - | ||
NET INCOME (LOSS) BEFORE INCOME TAXES | (10,785) | (14,160) | ||
STATE INCOME TAX (EXPENSE) | (950) | (840) | ||
NET INCOME (LOSS) | $ (11,735) | $ (15,000) | ||
NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST |
(3,168) | (4,050) | ||
NET INCOME (LOSS) ATTRIBUTABLE TO SUMMIT HOTEL PROPERTIES, INC. |
$ (8,543) | $ (10,950) | ||
SUMMIT HOTEL PROPERTIES, INC. |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS |
||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2010 |
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Historical
Summit Hotel Properties, LLC (A) |
Reclassification
Adjustments |
Reclassified |
Pro Forma Adjustments |
Pro Forma |
||||||||||||||||
(dollars in thousands, except per-share data) | ||||||||||||||||||||
REVENUE | ||||||||||||||||||||
Room revenues | $ | 133,069 | $ | 133,069 | $ | 133,069 | ||||||||||||||
Other hotel operations revenues | 2,566 | 2,566 | 2,566 | |||||||||||||||||
Total Revenue | 135,635 | 135,635 |
135,635 |
|||||||||||||||||
EXPENSES | ||||||||||||||||||||
Hotel operating expenses | ||||||||||||||||||||
Direct hotel operations | 47,210 | (47,210 |
) (1) |
- | - | |||||||||||||||
Other hotel operating expenses | 18,961 | (18,961 |
) (2) |
- | - | |||||||||||||||
General, selling and administrative | 25,380 | (25,380 |
) (3) |
- | - | |||||||||||||||
Repairs and maintenance | 4,718 | (4,718 |
) (4) |
- | - | |||||||||||||||
Rooms | - | 41,129 |
(1) |
41,129 | 41,129 | |||||||||||||||
Other direct/controllable | - | 17,692 |
(2)(3)(4) |
17,692 | 17,692 | |||||||||||||||
Other indirect | - | 36,466 |
(1)(2)(3)(5) |
36,466 | 935 | (C) | 37,401 | |||||||||||||
Other | - | 615 |
(3) |
615 | 615 | |||||||||||||||
Total hotel operating expenses | 96,269 | 95,902 | 96,837 | |||||||||||||||||
Depreciation and amortization | 27,251 | 27,251 | (234 | ) | (D) | 27,017 | ||||||||||||||
Salaries and other compensation |
|
- | 2,805 | (E) | 2,805 | |||||||||||||||
Other | 1,840 | (F) | 1,840 | |||||||||||||||||
Equity based compensation | - | 737 | (E) | 737 | ||||||||||||||||
Hotel property acquisition costs | - | 367 |
(5) |
367 | 367 | |||||||||||||||
Loss on impairment of assets | 6,476 | 6,476 | 6,476 | |||||||||||||||||
Total Expenses | 129,996 |
|
129,996 |
136,078 | ||||||||||||||||
INCOME FROM OPERATIONS | 5,639 | 5,639 | (443 | ) | ||||||||||||||||
OTHER INCOME (EXPENSE) | ||||||||||||||||||||
Interest income | 47 | 47 | 47 | |||||||||||||||||
Interest (expense) | (26,362 | ) | (26,362 | ) | 16,016 | (G) | (10,346 | ) | ||||||||||||
Gain (loss) on disposal of assets | (42 | ) | (42 | ) | (42 | ) | ||||||||||||||
Total Other Income | (26,357 | ) | (26,357 | ) | (10,341 | ) | ||||||||||||||
INCOME (LOSS) FROM CONTINUING
OPERATIONS |
(20,718 |
) |
(20,718 |
) |
(10,784 |
) |
||||||||||||||
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS |
- | - | - | |||||||||||||||||
NET INCOME (LOSS) BEFORE INCOME TAXES | (20,718 | ) | (20,718 | ) | (10,784 | ) | ||||||||||||||
STATE INCOME TAX (EXPENSE) | (202 | ) | (202 | ) | (748 | ) | (H) | (950 | ) | |||||||||||
NET INCOME (LOSS) | $ | (20,920 | ) | $ | (20,920 | ) | $ | (11,734 | ) | |||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST |
|
|
|
(3,168 | ) | |||||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO SUMMIT HOTEL PROPERTIES, INC
|
|
|
|
|
$ |
(8,566 |
) |
|||||||||||||
Basic pro forma net income (loss) per common share |
|
|
$ | (0.31 | ) | |||||||||||||||
Diluted pro forma net income (loss) per common share |
|
|
$ | (0.31 | ) | |||||||||||||||
Pro forma weighted-average number of shares
Outstanding |
|
|
27,278,000 |
|||||||||||||||||
Pro forma weighted-average number of common shares
and potential dilutive securities |
|
|
27,278,000 |
|||||||||||||||||
SUMMIT HOTEL PROPERTIES, INC. |
||||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS |
||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2009 |
||||||||||||||||||||
Historical |
Reclassification |
Reclassified Subtotal |
Pro Forma |
Pro Forma |
||||||||||||||||
(dollars in thousands, except per-share data) | ||||||||||||||||||||
REVENUE | ||||||||||||||||||||
Room revenues | $ | 118,960 | $ | 118,960 | $ | 118,960 | ||||||||||||||
Other hotel operations revenues | 2,240 | 2,240 | 2,240 | |||||||||||||||||
Total Revenue | 121,200 | 121,200 | 121,200 | |||||||||||||||||
EXPENSES | ||||||||||||||||||||
Hotel operating expenses | ||||||||||||||||||||
Direct hotel operations | 42,071 | (42,071 | ) |
(1) |
- | - | ||||||||||||||
Other hotel operating expenses | 16,987 | (16,987 | ) |
(2) |
- | - | ||||||||||||||
General, selling and administrative | 24,017 | (24,017 | ) |
(3) |
- | - | ||||||||||||||
Repairs and maintenance | 6,152 | (6,152 | ) |
(4) |
- | - | ||||||||||||||
Rooms | - | 6,720 |
(1) |
36,720 | 36,720 | |||||||||||||||
Other direct/controllable | - | 18,048 |
(2)(3)(4) |
18,048 | 18,048 | |||||||||||||||
Other indirect | - | 32,389 |
(1)(2)(3)(5) |
32,389 | 1,151 | (C) | 33,540 | |||||||||||||
Other | - | 681 |
(3) |
681 | 681 | |||||||||||||||
Total hotel operating expenses | 89,227 | 87,838 | 88,989 | |||||||||||||||||
Depreciation and amortization | 23,971 | 23,971 | (883 | ) | (D) | 23,088 | ||||||||||||||
Salaries and other compensation | - | 2,805 | (E) | 2,805 | ||||||||||||||||
Other | 1,840 | (F) | 1,840 | |||||||||||||||||
Equity based compensation | - | 737 | (E) | 737 | ||||||||||||||||
Hotel property acquisition costs | - | 1,389 |
(5) |
1,389 | 1,389 | |||||||||||||||
Loss on impairment of assets | 7,506 | 7,506 | 7,506 | |||||||||||||||||
Total Expenses | 120,704 | 120,704 | 126,354 | |||||||||||||||||
INCOME FROM OPERATIONS | 496 | 496 | (5,154 | ) | ||||||||||||||||
OTHER INCOME (EXPENSE) | ||||||||||||||||||||
Interest income | 50 | 50 | 50 | |||||||||||||||||
Interest (expense) | (18,321 | ) | (18,321 | ) | 9,269 | (G) | (9,052 | ) | ||||||||||||
Gain (loss) on disposal of assets | (4 | ) | (4 | ) | (4 | ) | ||||||||||||||
Total Other Income | (18,275 | ) | (18,275 | ) | (9,006 | ) | ||||||||||||||
INCOME (LOSS) FROM CONTINUING
OPERATIONS |
(17,779 |
) |
(17,779 |
) |
(14,160 |
) |
||||||||||||||
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS |
1,465 |
1,465 |
(1,465 |
) |
(H) |
- |
||||||||||||||
NET INCOME (LOSS) BEFORE INCOME
TAXES |
(16,314 |
) |
(16,314 |
) |
(14,160 |
) |
||||||||||||||
STATE INCOME TAX (EXPENSE) | - | - | (840 | ) | (I) | (840 | ) | |||||||||||||
NET INCOME (LOSS) | $ | (16,314 | ) |
|
$ | (16,314 | ) | $ | (15,000 | ) | ||||||||||
|
||||||||||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST |
|
|
|
|
|
(4,050 | ) | |||||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO SUMMIT HOTEL PROPERTIES, INC. |
|
|
|
|
|
|
$ | (10,950 | ) | |||||||||||
Basic pro forma net income (loss) per common
Share |
|
|
|
|
|
|
$ |
(0.40 |
) |
|||||||||||
Diluted pro forma net income (loss) per
common share |
|
|
|
|
|
|
$ |
(0.40 |
) |
|||||||||||
Pro forma weighted-average number of shares
outstanding |
|
|
27,278,000 |
|||||||||||||||||
Pro forma weighted-average number of
common shares and potential dilutive securities |
|
|
27,278,000 |
|||||||||||||||||
Non-GAAP Financial Measures
FFO and AFFO
The National Association of Real Estate Investment Trusts (“NAREIT”) developed Funds from Operations (“FFO”) as a non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. We calculate FFO applicable to shares of common stock and Common Units in accordance with the April 2002 National Policy Bulletin of NAREIT, which we refer to as the White Paper. The White Paper defines FFO as net income (loss) (computed in accordance with GAAP) excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated assets, plus certain non-cash items, such as depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our interpretation of the NAREIT definition is that noncontrolling interest in net income (loss) should be added back to (deducted from) net income (loss) as part of reconciling net income (loss) to FFO. Our FFO computation may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do.
FFO and AFFO are non-GAAP financial measures. The GAAP measure that we believe to be most directly comparable to FFO, net income (loss) applicable to common shares, includes depreciation and amortization expenses, gains or losses on property sales and noncontrolling interest. In computing FFO, we eliminate these items because, in our view, they are not indicative of the results from our property operations.
The Company also presents Adjusted Funds from Operations (AFFO), which reflects FFO in accordance with the NAREIT definition further adjusted by:
- adding back non-cash stock expense;
- adding back non-cash impairment expenses; and
- adding back acquisition and terminated transaction expenses.
FFO and AFFO do not represent cash flows from operating activities in accordance with GAAP and should not be considered an alternative to net income as an indication of the Company’s performance or to cash flow as a measure of liquidity or ability to make distributions. We consider FFO and AFFO to be meaningful, additional measures of our operating performance because they exclude the effects of the assumption that the value of real estate assets diminishes predictably over time, and because they are widely used by industry analysts as performance measures. In addition, AFFO further adjusts AFFO to exclude the effects of other non-cash expenses and adds back non-recurring acquisition and terminated transaction expenses, which we believe provides an appropriate measure of our ongoing operating performance. We present FFO and AFFO applicable to shares of common stock and Common Units because our Common Units will be redeemable for shares of common stock. We believe it is meaningful for the investor to understand FFO and AFFO applicable to all shares of common stock and Common Units.
The following table reconciles pro forma FFO and AFFO for the periods presented to the most directly comparable pro forma GAAP measure, net income (loss) applicable to shares of common stock, for the same periods:
Year Ended December 31, | ||||||||
2010 | 2009 | |||||||
Pro Forma Net income (loss) | $ |
(11,734 |
) | $ | (15,000 | ) | ||
Pro Forma Depreciation and amortization | 27,017 | 23,088 | ||||||
Pro Forma Funds from Operations | $ | 15,282 | $ | 8,088 | ||||
Adjustments: | ||||||||
Pro Forma Non-cash share-based compensation | 737 | 737 | ||||||
Pro Forma Hotel property acquisition costs | 367 | 1,389 | ||||||
Pro Forma Loss on impairment of assets | 6,476 | 7,506 | ||||||
Pro Forma Adjusted Funds from Operations (AFFO) | $ | 22,862 | $ | 17,720 | ||||
EBITDA and Adjusted EBITDA
Earnings before interest, taxes and depreciation and amortization (EBITDA) and Adjusted EBITDA are non-GAAP financial measures. Adjusted EBITDA further adjusts EBITDA to exclude the effects of loss on impairment of assets, which is a non-cash expense. Our Adjusted EBITDA computation may not be comparable to EBITDA or Adjusted EBITDA reported by other companies that interpret the definition of EBITDA differently than we do. Management believes EBITDA and Adjusted EBITDA to be meaningful measures of a REIT's performance because it is widely followed by industry analysts, lenders and investors and should be considered along with, but not as an alternative to, net income, cash flow, FFO and AFFO, as a measure of the company's operating performance.
The following table reconciles pro forma EBITDA and pro forma Adjusted EBITDA to the most directly comparable pro forma GAAP measure, net income (loss) applicable to shares of common stock, for the same periods:
Year Ended December 31, | ||||||||
2010 | 2009 | |||||||
Pro Forma Net income (loss) |
$ |
(11,734 |
) |
$ | (15,000 | ) | ||
Pro Forma Depreciation and amortization | 27,017 | 23,088 | ||||||
Pro Forma Interest Expense | 10,346 | 9,052 | ||||||
Pro Forma Interest Income | (47 | ) | (50 | ) | ||||
Pro Forma Income taxes | 950 | 840 | ||||||
Pro Forma EBITDA | $ | 26,531 | $ | 17,930 | ||||
Adjustments: | ||||||||
Pro Forma Loss on impairment of assets | 6,476 | 7,506 | ||||||
Pro Forma Adjusted EBITDA | $ | 33,007 | $ | 25,436 | ||||
SUMMIT HOTEL PROPERTIES, INC. |
|||||||
NOTES AND MANAGEMENT’S ASSUMPTIONS TO UNAUDITED PRO FORMA CONDENSED |
|||||||
CONSOLIDATED FINANCIAL STATEMENTS |
|||||||
(IN THOUSANDS, EXCEPT PER-SHARE AND COMMON UNIT DATA) |
|||||||
1. |
Basis of Presentation |
||||||
The accompanying unaudited pro forma condensed consolidated financial statements are presented to reflect: | |||||||
(i) | the contribution of the net proceeds of the initial public offering (the “IPO”) of Summit Hotel Properties, Inc. (the “Company”) and a concurrent private placement in an amount of approximately $238,427, after the payment of the underwriting discount and after the payment of costs and expenses relating to the IPO, the concurrent private placement and the transactions described in (ii) and (iii) below (the “formation transactions”) of approximately $26,625 in exchange for units of limited partnership interest in the Operating Partnership (“Common Units”) that represent an approximate 73.0% partnership interest in the Operating Partnership, including the sole general partnership interest; | ||||||
(ii) | the contribution to Summit Hotel OP, LP (the “Operating Partnership”) of the Class B and Class C membership interests in Summit Group of Scottsdale, Arizona, LLC (“Summit of Scottsdale”) held by The Summit Group, Inc. (“The Summit Group”) and an unaffiliated third-party investor in exchange for an aggregate of 106,008 Common Units; and | ||||||
(iii) | the merger of Summit Hotel Properties, LLC (the “Predecessor”) with and into the Operating Partnership, with the Predecessor as the acquiror for accounting purposes, and the issuance by the Operating Partnership of an aggregate of 9,993,992 Common Units to the former Class A, Class A-1, Class B and Class C members of the Predecessor in exchange for their membership interests in the Predecessor; and | ||||||
(iv) | the repayment of approximately $223,559 of outstanding indebtedness and the payment of estimated costs and expenses of approximately $3,693 recognized in connection with the retirement of this indebtedness. | ||||||
Following completion of the merger, the historical consolidated financial statements of the Predecessor became the historical consolidated financial statements of the Company, and the assets and liabilities of the Company were recorded at their respective historical carrying values as of the date of completion of the merger. | |||||||
The unaudited pro forma balance sheet assumes each of these transactions occurred on December 31, 2010. The unaudited pro forma statements of operations and other operating data assumes each of these transactions occurred on January 1, 2009. The unaudited pro forma condensed consolidated balance sheet is presented for illustrative purposes only and is not necessarily indicative of what the actual financial position would have been had the transactions referred to above occurred on December 31, 2010, nor does it purport to represent the future financial position of the Company. The unaudited pro forma condensed consolidated statements of operations are presented for illustrative purposes only and are not necessarily indicative of what the actual results of operations would have been had the transactions referred to above occurred on January 1, 2009, nor does it purport to represent the future results of operations of the Company. In the opinion of management of the Company, all material adjustments to reflect the effects of the preceding transactions have been made. | |||||||
2. |
Adjustments to the Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2010: |
||||||
(A) | Represents the Predecessor’s audited condensed consolidated balance sheet as of December 31, 2010. | ||||||
(B) | Reflects the following adjustments to reclassify certain prior period amounts in the Predecessor’s historical balance sheet to the Company’s intended presentation: | ||||||
-- To reclassify restricted cash (current and noncurrent) into one account. | |||||||
-- To reclassify current maturities and notes payable into one account. | |||||||
(C) | Reflects the issuance of shares of common stock of the Company: | ||||||
Sale of 26,000,000 shares of common stock at an IPO price of $9.75 per share | $253,500 | ||||||
Underwriting discount | (17,745) | ||||||
Sale of 1,274,000 shares of common stock at a private placement price of $9.0675 per share | 11,552 | ||||||
Legal, accounting and other costs and expenses relating to the offering, the concurrent private placement and the formation transactions |
(8,880) |
||||||
Net proceeds | $238,427 | ||||||
(D) | (1) | Reflects the retirement of outstanding indebtedness being repaid with net proceeds from the Company’s IPO and concurrent private placement: | |||||
First National Bank of Omaha/Acquisition Line of Credit | $19,519 | ||||||
First National Bank of Omaha/Line of Credit Pool One | 18,692 | ||||||
Lehman Brothers Bank | 76,794 | ||||||
Marshall & Ilsley Bank | 21,376 | ||||||
Fortress Credit Corp. | 87,178 | ||||||
Use of proceeds | $223,559 | ||||||
(2) | Reflects the payment, immediately prior to the merger, of priority distributions in the amount of approximately $8,283 to the Predecessor’s Class A and Class A-1 members accrued but unpaid through August 31, 2010, pursuant to the terms of the merger agreement between the Predecessor and the Operating Partnership. | ||||||
(3) | Reflects the write-off of deferred financing costs of approximately $385 associated with the retirement of certain indebtedness being repaid with net proceeds from the Company’s IPO and concurrent private placement. These expenditures will be a use of proceeds and are also included as an adjustment to stockholders’ equity. | ||||||
(4) | Reflects the reclassification of members’ equity of the Predecessor and the noncontrolling interests of the Predecessor into noncontrolling interests in the Operating Partnership attributable to the issuance of the 10,100,000 Common Units being issued in the merger and the other formation transactions. | ||||||
(5) | Reflects the effects of the issuance of 4,000 shares of the Company’s common stock to its independent directors upon completion of the Company’s IPO. | ||||||
(6) | Reflects prepayment penalties and other fees of approximately $3,693 related to the retirement of certain indebtedness being repaid with net proceeds from the Company’s initial public offering and concurrent private placement. | ||||||
3. |
Adjustments to the Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2010: |
||||||
(A) | Represents the Predecessor’s unaudited condensed consolidated statement of operations for the year ended December 31, 2010. | ||||||
(B) | Reflects the following adjustments to reclassify certain prior period amounts in the Predecessor’s historical statement of operations to the Company’s intended presentation: | ||||||
(1) | To reclassify (a) $41,129 of direct hotel operations expense (wages, payroll taxes and benefits, linens, cleaning and guestroom supplies and complimentary breakfast) as rooms expense; and (b) $6,081 of direct hotel operations expense (franchise royalties) as other indirect expense. | ||||||
(2) | To reclassify (a) $8,465 of other hotel operating expense (utilities and telephone) as other direct expense; and (b) $10,496 of other hotel operating expense (property taxes, insurance and cable) as other indirect expense. | ||||||
(3) | To reclassify (a) $4,509 of general, selling and administrative expense (office supplies, advertising, miscellaneous operating expenses and bad debt expense) as other direct expenses; (b) $20,256 of general, selling and administrative expense (credit card/travel agent commissions, management company expense, management company legal and accounting fees and franchise fees) as other indirect expenses; and (c) $615 of general, selling and administrative expense (ground rent and other expense) as other expense. | ||||||
(4) | To reclassify $4,718 of repairs and maintenance expense as other direct expenses. | ||||||
(5) | To reclassify $367 of other indirect expense (hotel startup costs) as hotel property acquisition costs. | ||||||
(C) | Reflects the elimination of accounting and management expense historically paid to The Summit Group under hotel management agreements and an adjustment to other indirect expense to reflect contractual payments under the new hotel management agreement entered into by the Company’s TRS lessees with Interstate upon completion of the Company’s IPO. | ||||||
Historical accounting expense reimbursement | $(651) | ||||||
Historical management expense reimbursement | (3,617) | ||||||
Historical amounts paid to The Summit Group | (4,268) | ||||||
Base management fee under new hotel management agreement | 4,068 | ||||||
Accounting expense reimbursement under new hotel management agreement | 1,133 | ||||||
Incentive management fee payable under new hotel management agreement |
-- |
||||||
Amounts payable to Interstate under new hotel management agreement | $935 | ||||||
(D) | Reflects the elimination of $234 of deferred financing cost amortization expense related to indebtedness being repaid with net proceeds from the Company’s IPO and concurrent private placement. | ||||||
(E) | Reflects the expected increase in general and administrative expenses as a result of becoming a publicly traded company. These expenses include, but are not limited to, incremental salaries, fees paid to the Company’s independent directors, directors’ and officers’ insurance and other compliance costs. | ||||||
(F) | Reflects $737 of expense associated with the grant of an aggregate of 4,000 shares of common stock to the Company’s independent directors upon completion of the IPO and the grant of options to purchase an aggregate of 940,000 shares of common stock to the Company’s named executive officers upon completion of the IPO. The Company calculated the grant date fair value of the stock options granted to certain executive officers upon completion of the Company’s IPO using a Black-Scholes option-pricing model. The stock options will vest ratably over a five-year period beginning on the first anniversary of the date of grant and have an exercise price equal to the per-share IPO price of the Company’s common stock. The assumptions used in the fair value determination of the stock options granted to the Company’s named executive officers are summarized as follows: (1) risk-free interest rate of 3.35% based on the 10-year U.S. Treasury rate as of January 14, 2011; (2) expected volatility of 61.20% based on an analysis of a peer group of comparable entities; (3) expected dividend yield of 4.6%; (4) weighted-average expected life of 5 years; and (5) exercise price equal to the IPO price. The weighted-average grant date fair value of each stock option granted to certain executive officers was $3.71. | ||||||
(G) | Reflects a reduction of an aggregate of $16,016 in interest expense as a result of the repayment of indebtedness with net proceeds of the Company’s IPO. | ||||||
(H) | Reflects the adjustment to recognize income tax expense on the taxable income of Summit TRS, the Company’s taxable REIT subsidiary upon completion of the Company’s IPO, assuming the Company had elected REIT status and the TRS leases were in place as of January 1, 2009. | ||||||
4. |
Adjustments to the Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2009: |
||||||
(A) | Represents the Predecessor’s audited consolidated statement of operations for the year ended December 31, 2009. | ||||||
(B) | Reflects the following adjustments to reclassify certain prior period amounts in the Predecessor’s historical statement of operations to the Company’s intended presentation: | ||||||
(1) | To reclassify (a) $36,720 of direct hotel operations expense (wages, payroll taxes and benefits, linens, cleaning and guestroom supplies and complimentary breakfast) as rooms expense; and (b) $5,351 of direct hotel operations expense (franchise royalties) as other indirect expense. | ||||||
(2) | To reclassify (a) $7,642 of other hotel operating expense (utilities and telephone) as other direct expense; and (b) $9,345 of other hotel operating expense (property taxes, insurance and cable) as other indirect expense. | ||||||
(3) | To reclassify (a) $4,254 of general, selling and administrative expense (office supplies, advertising, miscellaneous operating expenses and bad debt expense) as other direct expenses; (b) $19,082 of general, selling and administrative expense (credit card/travel agent commissions, management company expenses, management company legal and accounting fees and franchise fees) as other indirect expenses; and (c) $681 of general, selling and administrative expense (ground rent and other expense) as other expense. | ||||||
(4) | To reclassify $6,152 of repairs and maintenance expense as other direct expenses. | ||||||
(5) | To reclassify $1,389 of other indirect expense (hotel startup costs) as hotel property acquisition costs. | ||||||
(C) | Reflects the elimination of accounting and management expense historically paid to The Summit Group under hotel management agreements and an adjustment to other indirect expense to reflect contractual payments under the new hotel management agreement entered into by the Company’s TRS lessees with Interstate upon completion of the IPO. | ||||||
Historical accounting expense reimbursement | $(589) | ||||||
Historical management expense reimbursement | (3,029) | ||||||
Historical amounts paid to The Summit Group | (6,618) | ||||||
Base management fee under new hotel management agreement | 3,636 | ||||||
Accounting expense reimbursement under new hotel management agreement | 1,133 | ||||||
Incentive management fee payable under new hotel management agreement | –– | ||||||
Amounts payable to Interstate under new hotel management agreement |
$1,151 |
||||||
(D) | Reflects the elimination of $883 of deferred financing cost amortization expense related to indebtedness being repaid with net proceeds from the Company’s IPO and concurrent private placement. | ||||||
(E) | Reflects the expected increase in general and administrative expenses as a result of becoming a publicly traded company. These expenses include, but are not limited to, incremental salaries, fees paid to the Company’s independent directors, directors’ and officers’ insurance and other compliance costs. | ||||||
(F) | Reflects $737 of expense associated with the grant of an aggregate of 4,000 shares of common stock to the Company’s independent directors upon completion of the IPO and the grant of options to purchase an aggregate of 940,000 shares of common stock to the Company’s named executive officers upon completion of the IPO. The Company calculated the grant date fair value of the stock options granted to the Company’s named executive officers upon completion of the Company’s IPO using a Black-Scholes option-pricing model. The stock options will vest ratably over a five-year period beginning on the first anniversary of the date of grant and have an exercise price equal to the per-share IPO price of the Company’s common stock. The assumptions used in the fair value determination of the stock options granted to certain executive officers are summarized as follows: (1) risk-free interest rate of 3.35% based on the 10-year U.S. Treasury rate as of January 14, 2011; (2) expected volatility of 61.20% based on an analysis of a peer group of comparable entities; (3) expected dividend yield of 4.6%; (4) weighted-average expected life of 5 years; and (5) exercise price equal to the IPO price. The weighted-average grant date fair value of each stock option granted to certain executive officers was $3.71. | ||||||
(G) | Reflects a reduction of an aggregate of $9,269 in interest expense as a result of the repayment of indebtedness with net proceeds of the Company’s IPO and concurrent private placement. | ||||||
(H) | To remove income from discontinued operations of $1,465 included in the Predecessor’s statement of operations for the year ended December 31, 2009. | ||||||
(I) | Reflects the adjustment to recognize income tax expense on the taxable income of Summit TRS, the Company’s taxable REIT subsidiary upon completion of the Company’s IPO, assuming the Company had elected REIT status and the TRS leases were in place as of January 1, 2009. | ||||||
|
OPERATING STATISTICS - REVENUE |
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 |
Revenue |
The following tables set forth key operating metrics for our total portfolio, our seasoned portfolio, our unseasoned portfolio and our same-store portfolio for the years ended December 31, 2010 and 2009 (dollars in thousands, except ADR and RevPAR). During these periods, 63 of the hotels were owned by Summit Hotel Properties, LLC, our predecessor, two hotels were owned by Summit of Scottsdale and all the hotels were managed by The Summit Group, Inc.: |
Year Ended December 31, 2010 | ||||||||||
Total Revenue | Total Expenses | Occupancy | ADR | RevPAR | ||||||
Total (65 hotels) | $135,635 | $129,996 | 63.7% | $87.59 | $55.80 | |||||
Seasoned (46 hotels)(1) |
$86.812 | $71,196 | 64.1% | $87.75 | $56.22 | |||||
Unseasoned (19 hotels)(2) |
$48,823 | $58,800 | 63.1% | $87.29 | $55.06 | |||||
Same-store (60 hotels)(3) |
$122,344 | $106,855 | 64.1% | $88.25 | $56.53 | |||||
(1) Excludes hotels that were reclassified to discontinued operations during 2009.
(2) Unseasoned hotels are hotels that were built after January 1, 2007 or experienced a brand conversion since January 1, 2008
(3) Includes seasoned and unseasoned hotels that were owned during all of 2010 and 2009, but excludes hotels that were reclassified to discontinued operations during 2009.
Year Ended December 31, 2009 | ||||||||||
Total Revenue | Total Expenses | Occupancy | ADR | RevPAR | ||||||
Total (65 hotels) | $121,200 | $120,704 | 61.9% | $87.40 | $54.12 | |||||
Seasoned (46 hotels)(1) |
$87,542 | $73,553 | 64.8% | $87.42 | $56.63 | |||||
Unseasoned (19 hotels)(2) |
$33,658 | $47,151 | 55.3% | $87.58 | $48.47 | |||||
Same-store (60 hotels)(3) |
$118,791 | $102,590 | 62.8% | $87.59 | $54.97 | |||||
(1) Excludes hotels that were reclassified to discontinued operations during 2009.
(2) Unseasoned hotels are hotels that were built after January 1, 2007 or experienced a brand conversion since January 1, 2008.
(3) Includes seasoned and unseasoned hotels that were owned during all of 2010 and 2009, but excludes hotels that were reclassified to discontinued operations during 2009.
OPERATING STATISTICS - EXPENSES |
||||||
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 |
||||||
Expenses |
||||||
The following table details hotel expenses for our seasoned portfolio, our unseasoned portfolio and our same-store portfolio for the years ended December 31, 2010 and 2009 (dollars in thousands). During these periods, 63 of the hotels were owned by Summit Hotel Properties, LLC, our predecessor, two hotels were owned by Summit of Scottsdale and all the hotels were managed by The Summit Group, Inc.: |
||||||
Year Ended |
Year Ended |
|||||
Seasoned Hotel Expenses (46 hotels): | ||||||
Direct hotel operations | $ | 29,717 | $ | 29,272 | ||
Other hotel operating expenses | 11,204 | 11,205 | ||||
General, selling and administrative | 15,994 | 15,870 | ||||
Repairs and maintenance | 3,137 | 4,083 | ||||
Depreciation and amortization | 11,144 | 11,950 | ||||
Loss on impairment of assets | — | 1,173 | ||||
Total Expenses | $ | 71,196 | $ | 73,553 | ||
Unseasoned Hotel Expenses (19 hotels): | ||||||
Direct hotel operations | $ | 17,493 | $ | 12,799 | ||
Other hotel operating expenses | 7,757 | 5,782 | ||||
General, selling and administrative | 9,386 | 8,147 | ||||
Repairs and maintenance | 1,581 | 2,069 | ||||
Depreciation and amortization | 16,107 | 12,021 | ||||
Loss on impairment of assets | 6,476 | 6,333 | ||||
Total Expenses |
$ |
58,800 |
$ |
47,151 |
||
Same-Store Portfolio Expenses (60 hotels): | ||||||
Direct hotel operations | $ | 42,302 | $ | 41,015 | ||
Other hotel operating expenses | 16,835 | 16,646 | ||||
General, selling and administrative | 22,762 | 22,081 | ||||
Repairs and maintenance | 4,374 | 6,054 | ||||
Depreciation and amortization | 20,582 | 15,621 | ||||
Loss on impairment of assets | — | 1,173 | ||||
Total Expenses | $ | 106,855 | $ | 102,590 | ||
OPERATING STATISTICS - BY INDIVIDUAL HOTEL |
||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2010 |
||||||||||||||
Our Portfolio |
||||||||||||||
A list of hotel properties owned by our predecessor as of December 31, 2010 and operating information for those hotels is included in the table below. Except as indicated in the following table for four hotels, which are ground leased, hotels are owned in fee simple. Forty-two hotels are categorized as mid-scale without food and beverage hotels and 23 hotels are categorized as upscale hotels. As of December 31, 2010, all hotels were encumbered by a total of $420.4 million of mortgage debt, approximately $223.6 million of which was repaid in the first quarter of 2011 with net proceeds from our IPO and concurrent private placement. All financial and room information is for the year ended December 31, 2010. During this period, 63 of the hotels were owned by Summit Hotel Properties, LLC, our predecessor, two hotels were owned by Summit of Scottsdale and all the hotels were managed by The Summit Group, Inc. |
||||||||||||||
Franchise/Brand |
Location |
Year of Opening/ Conversion |
Year Ended December 31, 2010 |
Segment |
||||||||||
# Rooms |
Occupancy(1) |
ADR(2) |
RevPAR(3) |
|||||||||||
Marriott | ||||||||||||||
Courtyard by Marriott*(4)(5) | Flagstaff, AZ | 2009 | 164 | 63.70% | $ 89.61 | $57.08 | Upscale | |||||||
Courtyard by Marriott(4)(6) | Germantown, TN | 2005 | 93 | 65.00 | 92.40 | 60.06 | Upscale | |||||||
Courtyard by Marriott(4)(6) | Jackson, MS | 2005 | 117 | 67.15 | 92.71 | 62.25 | Upscale | |||||||
Courtyard by Marriott(4)(7) | Memphis, TN | 2005 | 96 | 64.56 | 73.99 | 47.77 | Upscale | |||||||
Courtyard by Marriott(4)(8) | Missoula, MT | 2005 | 92 | 64.20 | 102.24 | 65.64 | Upscale | |||||||
Courtyard by Marriott(4)(9) | Scottsdale, AZ | 2003 | 153 | 57.24 | 105.86 | 60.59 | Upscale | |||||||
Fairfield Inn by Marriott | Baton Rouge, LA | 2004 | 79 | 55.93 | 81.17 | 45.39 | Midscale w/o F&B | |||||||
Fairfield Inn by Marriott | Bellevue, WA | 1997 | 144 | 60.63 | 106.31 | 64.46 | Midscale w/o F&B | |||||||
Fairfield Inn by Marriott | Boise, ID | 1995 | 63 | 63.61 | 68.96 | 43.86 | Midscale w/o F&B | |||||||
Fairfield Inn by Marriott | Denver, CO | 1997 | 161 | 69.62 | 83.99 | 58.47 | Midscale w/o F&B | |||||||
Fairfield Inn by Marriott | Emporia, KS | 1994 | 57 | 61.04 | 75.51 | 46.10 | Midscale w/o F&B | |||||||
Fairfield Inn by Marriott | Lakewood, CO | 1995 | 63 | 64.61 | 86.17 | 55.67 | Midscale w/o F&B | |||||||
Fairfield Inn by Marriott(4)(8) | Lewisville, TX | 2000 | 71 | 53.27 | 73.43 | 39.12 | Midscale w/o F&B | |||||||
Fairfield Inn by Marriott | Salina, KS | 1994 | 63 | 70.78 | 72.32 | 51.19 | Midscale w/o F&B | |||||||
Fairfield Inn by Marriott | Spokane, WA | 1995 | 86 | 66.64 | 106.40 | 70.90 | Midscale w/o F&B | |||||||
Fairfield Inn & Suites by Marriott(4)(7) | Germantown, TN | 2005 | 80 | 54.30 | 75.64 | 41.07 | Midscale w/o F&B | |||||||
Residence Inn by Marriott | Fort Wayne, IN | 2006 | 109 | 66.20 | 93.82 | 62.11 | Upscale | |||||||
Residence Inn by Marriott(4)(7) | Germantown, TN | 2005 | 78 | 64.51 | 97.34 | 62.80 | Upscale | |||||||
Residence Inn by Marriott*(4)(10)(11) | Portland, OR | 2009 | 124 | 74.10 | 97.74 | 72.42 | Upscale | |||||||
Residence Inn by Marriott*(4)(12) | Ridgeland, MS | 2007 | 100 | 79.33 | 99.97 | 79.31 | Upscale | |||||||
SpringHill Suites by Marriott | Baton Rouge, LA | 2004 | 78 | 59.53 | 86.67 | 51.59 | Upscale | |||||||
SpringHill Suites by Marriott*(4)(13) | Denver, CO | 2007 | 124 | 63.31 | 96.22 | 60.91 | Upscale | |||||||
SpringHill Suites by Marriott* | Flagstaff, AZ | 2008 | 112 | 67.01 | 89.86 | 60.22 | Upscale | |||||||
SpringHill Suites by Marriott(4)(14) | Lithia Springs, GA | 2004 | 78 | 47.44 | 74.79 | 35.48 | Upscale | |||||||
SpringHill Suites by Marriott | Little Rock, AR | 2004 | 78 | 60.24 | 87.34 | 52.62 | Upscale | |||||||
SpringHill Suites by Marriott | Nashville, TN | 2004 | 78 | 68.45 | 98.68 | 67.54 | Upscale | |||||||
SpringHill Suites by Marriott(4)(9) | Scottsdale, AZ | 2003 | 123 | 55.41 | 95.97 | 53.17 | Upscale | |||||||
TownePlace Suites by Marriott | Baton Rouge, LA | 2004 | 90 | 69.21 | 74.82 | 51.78 | Midscale w/o F&B | |||||||
Subtotal/Weighted Average | 2,754 | 63.60% | $ 89.64 | $57.15 | ||||||||||
Hilton | ||||||||||||||
Hampton Inn(4)(8) | Denver, CO | 2003 | 149 | 46.01% | $ 80.37 | $36.98 | Midscale w/o F&B | |||||||
Hampton Inn | Fort Collins, CO | 1996 | 75 | 60.53 | 83.17 | 50.34 | Midscale w/o F&B | |||||||
Hampton Inn(4)(10)(7) | Fort Smith, AR | 2005 | 178 | 60.79 | 95.39 | 57.99 | Midscale w/o F&B | |||||||
Hampton Inn(4)(8) | Fort Wayne, IN | 2006 | 119 | 60.55 | 91.31 | 55.28 | Midscale w/o F&B | |||||||
Hampton Inn | Medford, OR | 2001 | 75 | 70.57 | 101.02 | 71.29 | Midscale w/o F&B | |||||||
Hampton Inn | Twin Falls, ID | 2004 | 75 | 66.11 | 81.27 | 53.73 | Midscale w/o F&B | |||||||
Hampton Inn | Provo, UT | 1996 | 87 | 72.17 | 86.94 | 62.74 | Midscale w/o F&B | |||||||
Hampton Inn | Boise, ID | 1995 | 63 | 70.17 | 86.24 | 60.52 | Midscale w/o F&B | |||||||
Hampton Inn & Suites* | Bloomington, MN | 2007 | 146 | 71.81 | 114.89 | 82.50 | Midscale w/o F&B | |||||||
Hampton Inn & Suites(4)(7) | El Paso, TX | 2005 | 139 | 80.95 | 110.60 | 89.53 | Midscale w/o F&B | |||||||
Hampton Inn & Suites*(4)(15) | Fort Worth, TX | 2007 | 105 | 67.05 | 110.83 | 74.31 | Midscale w/o F&B | |||||||
Hilton Garden Inn*(4)(16) | Fort Collins, CO | 2007 | 120 | 58.40 | 88.45 | 51.66 | Upscale | |||||||
Subtotal/Weighted Average | 1,331 | 64.70% | $ 95.50 | $62.53 | ||||||||||
IHG | ||||||||||||||
Holiday Inn Express(4)(7) | Boise, ID | 2005 | 63 | 73.03% | $ 77.46 | $56.57 | Midscale w/o F&B | |||||||
Holiday Inn Express*(4)(8) | Vernon Hills, IL | 2008 | 119 | 56.35 | 79.75 | 44.94 | Midscale w/o F&B | |||||||
Holiday Inn Express & Suites | Emporia, KS | 2000 | 58 | 75.71 | 87.48 | 66.23 | Midscale w/o F&B | |||||||
Holiday Inn Express & Suites* | Las Colinas, TX | 2007 | 128 | 41.76 | 79.44 | 33.18 | Midscale w/o F&B | |||||||
Holiday Inn Express & Suites(4)(8) | Sandy, UT | 1998 | 88 | 73.60 | 88.60 | 65.21 | Midscale w/o F&B | |||||||
Holiday Inn Express & Suites*(4)(17) | Twin Falls, ID | 2009 | 91 | 59.34 | 87.13 | 51.70 | Midscale w/o F&B | |||||||
Staybridge Suites | Jackson, MS | 2007 | 92 | 64.35 | 86.89 | 55.91 | Midscale w/o F&B | |||||||
Subtotal/Weighted Average | 639 | 59.20% |
$83.48 |
$49.75 | ||||||||||
Hyatt | ||||||||||||||
Hyatt Place(4)(6) | Atlanta, GA | 2006 | 150 | 79.04% | $ 75.24 | $59.47 | Upscale | |||||||
Hyatt Place* | Fort Myers, FL | 2009 | 148 | 34.95 | 76.51 | 26.74 | Upscale | |||||||
Hyatt Place* | Las Colinas, TX | 2007 | 122 | 59.35 | 87.55 | 51.96 | Upscale | |||||||
Hyatt Place*(4)(10)(18) | Portland, OR | 2009 | 136 | 69.78 | 79.01 | 55.13 | Upscale | |||||||
Subtotal/Weighted Average | 556 | 58.00% | $ 79.08 | $45.66 | ||||||||||
Choice | ||||||||||||||
Cambria Suites*(4)(19) | Baton Rouge, LA | 2008 | 127 | 70.55% | $ 82.86 | $58.46 | Upscale | |||||||
Cambria Suites* | Bloomington, MN | 2007 | 113 | 74.92 | 75.40 | 56.49 | Upscale | |||||||
Cambria Suites*(4)(14) | Boise, ID | 2007 | 119 | 64.83 | 72.54 | 47.03 | Upscale | |||||||
Cambria Suites*(4)(20) | San Antonio, TX | 2008 | 126 | 64.37 | 78.26 | 50.38 | Upscale | |||||||
Comfort Inn(4)(10)(8) | Fort Smith, AR | 1995 | 89 | 52.80 | 70.54 | 37.24 | Midscale w/o F&B | |||||||
Comfort Inn(4)(8) | Missoula, MT | 1996 | 52 | 64.26 | 86.50 | 55.59 | Midscale w/o F&B | |||||||
Comfort Inn | Salina, KS | 1992 | 60 | 68.10 | 70.83 | 48.23 | Midscale w/o F&B | |||||||
Comfort Inn & Suites | Twin Falls, ID | 1992 | 111 | 66.51 | 69.58 | 46.27 | Midscale w/o F&B | |||||||
Comfort Suites | Charleston, WV | 2001 | 67 | 74.06 | 94.25 | 69.80 | Midscale w/o F&B | |||||||
Comfort Suites | Fort Worth, TX | 1999 | 70 | 52.43 | 82.48 | 43.24 | Midscale w/o F&B | |||||||
Comfort Suites | Lakewood, CO | 1995 | 62 | 65.11 | 82.77 | 53.89 | Midscale w/o F&B | |||||||
Subtotal/Weighted Average | 996 | 63.80% | $ 78.40 | $50.12 | ||||||||||
Starwood | ||||||||||||||
Aloft* | Jacksonville. FL | 2009 | 136 | 64.72 | 62.33 | 40.34 | Upscale | |||||||
Carlson | ||||||||||||||
Country Inn & Suites By Carlson | Charleston, WV | 2001 | 64 | 75.29 | 96.76 | 72.85 | Midscale w/o F&B | |||||||
Independent | ||||||||||||||
Aspen Hotel & Suites(4)(22) | Fort Smith, AR | 2003 | 57 | 49.70 | 64.66 | 32.13 | Midscale w/o F&B | |||||||
Total/Weighted Average | 6,533 | 62.80% | $ 86.91 | $ 54.98 | ||||||||||
Total/Weighted Average — Seasoned Portfolio | 4,173 | 64.20% | $ 87.09 | $ 56.17 | ||||||||||
Total/Weighted Average — Unseasoned Portfolio | 2,360 | 60.30% | $ 86.61 | $ 52.88 | ||||||||||
|
|
||
* Unseasoned hotel. |
||
(1) | Occupancy represents the percentage of available rooms that were sold during a specified period of time and is calculated by dividing the number of rooms sold by the total number of rooms available, expressed as a percentage. | |
(2) | ADR represents the average daily rate paid for rooms sold, calculated by dividing room revenue (i.e., excluding food and beverage revenue or other hotel operations revenue such as telephone, parking and other guest services) by rooms sold. | |
(3) | RevPAR is the product of ADR and occupancy. RevPAR does not include food and beverage revenue or other hotel operations revenue such as telephone, parking and other guest services. | |
(4) | This hotel is subject to mortgage debt at December 31, 2010. For additional information concerning our debt and lenders, please see Item 7. “Management’s Discussion and Analysis of Financial Information and Results of Operations—Indebtedness” and Item 8. “Financial Statements and Supplementary Data—Note 11” to Consolidated Financial Statements. | |
(5) | At 12/31/10, subject to approximately $16.5 million in mortgage debt maturing 5/17/18. | |
(6) | At 12/31/10, subject to approximately $24.2 million in mortgage debt maturing 7/01/13. | |
(7) | At 12/31/10, subject to approximately $28.9 million in mortgage debt maturing 7/01/25. | |
(8) | At 12/31/10, subject to approximately $29.3 million in mortgage debt maturing 7/01/12. | |
(9) | At 12/31/10, subject to approximately $13.6 million in mortgage debt maturing 1/01/15. | |
(10) | This hotel is subject to a ground lease. See “—Our Hotel Operating Agreements—Ground Leases” below. | |
(11) | At 12/31/10, subject to approximately $12.6 million in mortgage debt maturing 9/30/11. | |
(12) | At 12/31/10, subject to approximately $6.2 million in mortgage debt maturing 11/01/28. | |
(13) | At 12/31/10, subject to approximately $8.7 million in mortgage debt maturing 4/01/18. | |
(14) | At 12/31/10, subject to approximately $7.3 million in mortgage debt maturing 3/01/12. | |
(15) | At 12/31/10, subject to approximately $5.7 million in mortgage debt maturing 11/01/13. | |
(16) | At 12/31/10, subject to approximately $7.9 million in mortgage debt maturing 7/01/12. | |
(17) | At 12/31/10, subject to approximately $5.8 million in mortgage debt maturing 4/01/16. | |
(18) | At 12/31/10, subject to approximately $6.4 million in mortgage debt maturing 6/29/12. | |
(19) | At 12/31/10, subject to approximately $11.0 million in mortgage debt maturing 3/01/19. | |
(20) | At 12/31/10, subject to approximately $11.2 million in mortgage debt maturing 1/01/15. | |
(21) | At 12/31/10, subject to approximately $1.6 million in mortgage debt maturing 6/24/12. | |
OPERATING STATISTICS - RevPAR PENETRATION INDEX
FOR THE
YEAR ENDED DECEMBER 31, 2010
RevPAR Penetration Index
We assess the market share of each of our hotels by analyzing the RevPAR penetration index of each hotel and changes in this number for each hotel over time. A hotel’s RevPAR penetration index is its RevPAR divided by the weighted-average RevPAR of the hotels that our management has determined to be in that hotel’s competitive set. A RevPAR penetration index of 100 would indicate that a hotel’s RevPAR, and hence its market share, is, on average, the same as its competitors’. A RevPAR penetration index exceeding 100 would indicate that a hotel maintains a RevPAR premium in relation to its competitive set, while a RevPAR penetration index below 100 would be an indicator that a hotel is underperforming as compared to its competitive set.
One critical component of the RevPAR penetration index calculation, which Smith Travel Research performs based on data that it collects from us and from other hotel owners, is the hotel’s competitive set. We determine the competitive set of each of our hotels and submit the relevant hotels to Smith Travel Research for purposes of calculating each hotel’s RevPAR penetration index. Smith Travel Research established the following guidelines for determining competitive sets:
- the competitive set must include a minimum of three hotels (other than our own hotel) that have provided data to Smith Travel Research for any of the three months preceding a report, or participating hotels;
- no single company (other than us) can exceed 60% of the total room supply of the participating hotels of the competitive set;
- no single hotel (excluding our hotel) or brand can represent more than 40% of the total room supply of the competitive set; and
- the competitive set must include at least two brands other than that of our hotel.
We determine our competitive sets in accordance with the Smith Travel Research guidelines. Within these guidelines, the factors that we consider in determining a hotel’s competitive set include hotel segment and geographic proximity based on franchise area of protection. For example, for an upscale property in a suburban market, we generally would include in that hotel’s competitive set each upscale property within a five-mile radius of our hotel. Our methodology for determining a hotel’s competitive set may differ materially from that used by other owners or managers.
For the year ended December 31, 2010, the weighted-average RevPAR penetration index was 117.4% for our seasoned hotels and 92.5% for our unseasoned hotels. The following tables set forth the RevPAR penetration index for each of the hotels in our seasoned and unseasoned portfolios for the year ended December 31, 2010. During this period, 63 of the hotels were owned by Summit Hotel Properties, LLC, our predecessor, two hotels were owned by Summit of Scottsdale and all the hotels were managed by The Summit Group, Inc.
RevPAR Penetration Index—Seasoned Portfolio |
||||
For the Year Ended December 31, 2010 |
||||
Hotel |
Location |
RevPAR Penetration Index |
||
Marriott | ||||
Courtyard by Marriott | Germantown, TN | 99.9% | ||
Courtyard by Marriott | Jackson, MS | 108.1 | ||
Courtyard by Marriott | Memphis, TN | 99.5 | ||
Courtyard by Marriott | Missoula, MT | 116.4 | ||
Courtyard by Marriott | Scottsdale, AZ | 117.1 | ||
Fairfield Inn by Marriott | Baton Rouge, LA | 118.0 | ||
Fairfield Inn by Marriott | Bellevue, WA | 114.8 | ||
Fairfield Inn by Marriott | Boise, ID | 152.0 | ||
Fairfield Inn by Marriott | Denver, CO | 115.3 | ||
Fairfield Inn by Marriott | Emporia, KS | 124.9 | ||
Fairfield Inn by Marriott | Lakewood, CO | 116.5 | ||
Fairfield Inn by Marriott | Lewisville, TX | 89.6 | ||
Fairfield Inn by Marriott | Salina, KS | 129.8 | ||
Fairfield Inn by Marriott | Spokane, WA | 129.6 | ||
Fairfield Inn & Suites by Marriott | Germantown, TN | 108.6 | ||
Residence Inn by Marriott | Fort Wayne, IN | 108.0 | ||
Residence Inn by Marriott | Germantown, TN | 111.0 | ||
SpringHill Suites by Marriott | Baton Rouge, LA | 93.2 | ||
SpringHill Suites by Marriott | Lithia Springs, GA | 92.8 | ||
SpringHill Suites by Marriott | Little Rock, AR | 96.8 | ||
SpringHill Suites by Marriott | Nashville, TN | 129.6 | ||
SpringHill Suites by Marriott | Scottsdale, AZ | 109.0 | ||
TownePlace Suites by Marriott | Baton Rouge, LA | 158.7 | ||
Hilton | ||||
Hampton Inn | Denver, CO | 76.4 | ||
Hampton Inn | Fort Collins, CO | 114.3 | ||
Hampton Inn | Fort Smith, AR | 128.1 | ||
Hampton Inn | Fort Wayne, IN | 107.4 | ||
Hampton Inn | Medford, OR | 125.4 | ||
Hampton Inn | Twin Falls, ID | 133.2 | ||
Hampton Inn | Provo, UT | 130.0 | ||
Hampton Inn | Boise, ID | 119.9 | ||
Hampton Inn & Suites | El Paso, TX | 139.0 | ||
IHG | ||||
Holiday Inn Express | Boise, ID | 148.2 | ||
Holiday Inn Express & Suites | Emporia, KS | 204.0 | ||
Holiday Inn Express & Suites | Sandy, UT | 140.9 | ||
Staybridge Suites | Jackson, MS | 128.4 | ||
Hyatt | ||||
Hyatt Place | Atlanta, GA | 96.3 | ||
Choice(1) | ||||
Comfort Inn | Fort Smith, AR | 109.4 | ||
Comfort Inn | Missoula, MT | 136.5 | ||
Comfort Inn | Salina, KS | 148.8 | ||
Comfort Inn & Suites | Twin Falls, ID | 128.8 | ||
Comfort Suites | Charleston, WV | 105.8 | ||
Comfort Suites | Fort Worth, TX | 106.9 | ||
Comfort Suites | Lakewood, CO | 121.6 | ||
Carlson | ||||
Country Inn & Suites By Carlson | Charleston, WV | 113.6 | ||
Independent | ||||
Aspen Hotel & Suites | Fort Smith, AR | 78.4 | ||
Weighted average (based on number of rooms) |
117.4% | |||
(1) Franchise agreements with Choice were terminated as of March 23, 2011. |
||||
RevPAR Penetration Index—Unseasoned Portfolio |
|||||
For the Year Ended December 31, 2010 |
|||||
Hotel |
Location |
RevPAR
Penetration Index |
|||
Marriott | |||||
Courtyard by Marriott | Flagstaff, AZ | 91.6 | % | ||
Residence Inn by Marriott | Portland, OR | 116.4 | |||
Residence Inn by Marriott | Ridgeland, MS | 135.2 | |||
SpringHill Suites by Marriott | Denver, CO | 94.6 | |||
SpringHill Suites by Marriott | Flagstaff, AZ | 98.3 | |||
Hilton | |||||
Hampton Inn & Suites | Bloomington, MN | 113.7 | |||
Hampton Inn & Suites | Fort Worth, TX | 117.9 | |||
Hilton Garden Inn | Fort Collins, CO | 95.0 | |||
IHG | |||||
Holiday Inn Express | Vernon Hills, IL | 90.8 | |||
Holiday Inn Express & Suites | Las Colinas, TX | 67.3 | |||
Holiday Inn Express & Suites | Twin Falls, ID | 128.4 | |||
Hyatt | |||||
Hyatt Place | Fort Myers, FL | 54.4 | |||
Hyatt Place | Las Colinas, TX | 86.8 | |||
Hyatt Place | Portland, OR | 83.8 | |||
Choice(1) | |||||
Cambria Suites | Baton Rouge, LA | 93.6 | |||
Cambria Suites | Bloomington, MN | 78.8 | |||
Cambria Suites | Boise, ID | 92.1 | |||
Cambria Suites | San Antonio, TX | 75.7 | |||
Starwood | |||||
Aloft | Jacksonville, FL | 72.6 | |||
Weighted average (based on number of rooms) |
|
92.5 |
% | ||
(1) Franchise agreements with Choice were terminated as of March 23, 2011. |
|||||
INDEBTEDNESS |
||||||||||||
AS OF DECEMBER 31, 2010 |
||||||||||||
The following table sets forth mortgage debt obligations that were outstanding as of December 31, 2010: |
||||||||||||
Lender | Collateral |
Outstanding |
Interest Rate as of December 31, 2010(1) |
Amortization (years) |
Maturity Date |
|||||||
Bank of the Cascades | Residence Inn by Marriott, Portland, OR | $ | 12,623,347 | Prime rate, subject to a floor of 6.00% | 25 | 09/30/11 | ||||||
ING Investment Management(2)(15) |
Fairfield Inn & Suites by Marriott, Germantown, TN
Residence Inn by Marriott, Germantown, TN Holiday Inn Express, Boise, ID Courtyard by Marriott, Memphis, TN Hampton Inn & Suites, El Paso, TX Hampton Inn, Ft. Smith, AR |
28,901,411 | 5.60 | % | 20 | 07/01/25 | ||||||
MetaBank |
Cambria Suites, Boise, ID
SpringHill Suites by Marriott, Lithia Springs, GA |
7,286,887 | Prime rate, subject to a floor of 5.00% | 20 | 03/01/12 | |||||||
Chambers Bank | Aspen Hotel & Suites, Ft. Smith, AR | 1,594,177 | 6.50 | % | 20 | 06/24/12 | ||||||
Bank of the Ozarks(3) | Hyatt Place, Portland, OR | 6,435,774 | 90-day LIBOR + 4.00%, subject to a floor of 6.75% | 25 | 06/29/12 | |||||||
ING Investment Management(4)(10)(15) |
Hilton Garden Inn, Ft. Collins, CO | 7,896,366 | 6.34 | % | 20 | 07/01/12 | ||||||
ING Investment Management(4)(11)(15) |
Comfort Inn, Ft. Smith, AR
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 Courtyard by Marriott, Missoula, MT Comfort Inn, Missoula, MT |
29,321,614 | 6.10 | % | 20 | 07/01/12 | ||||||
BNC National Bank(13) | Hampton Inn & Suites, Ft. Worth, TX | 5,719,872 | 5.01 | % | 20 | 11/01/13 | ||||||
First National Bank of Omaha(5) |
Courtyard by Marriott, Germantown, TN
Courtyard by Marriott, Jackson, MS Hyatt Place, Atlanta, GA |
24,234,933 | 90-day LIBOR + 4.00%, subject to a floor of 5.25% | 20 | 07/01/13 | |||||||
ING Investment Management(6)(12)(15) |
Residence Inn by Marriott, Ridgeland, MS | 6,235,813 | 6.61 | % | 20 | 11/01/28 | ||||||
General Electric Capital Corp.(7)(14) | Cambria Suites, San Antonio, TX | 11,182,794 | 90-day LIBOR + 2.55% | 25 | 04/01/14 | |||||||
National Western Life Insurance(8) |
Courtyard by Marriott, Scottsdale, AZ
SpringHill Suites by Marriott, Scottsdale, AZ |
13,631,222 | 8.00 | % | 17 | 01/01/15 | ||||||
BNC National Bank(13) | Holiday Inn Express & Suites, Twin Falls, ID | 5,814,136 | Prime rate - 0.25% | 20 | 04/01/16 | |||||||
Compass Bank | Courtyard by Marriott, Flagstaff, AZ | 16,492,293 | Prime rate - 0.25%, subject to a floor of 4.50% | 20 | 05/17/18 | |||||||
General Electric Capital Corp.(14) | SpringHill Suites by Marriott, Denver, CO | 8,685,517 | 90-day LIBOR + 1.75% | 20 | 04/01/18 | |||||||
General Electric Capital Corp.(9)(14) | Cambria Suites, Baton Rouge, LA | 11,033,293 | 90-day LIBOR + 1.80% | 25 | 03/01/19 | |||||||
Subtotal | $ | 197,089,449 | ||||||||||
Loans repaid with proceeds of IPO and concurrent private placement | ||||||||||||
Fortress Credit Corp.(16) | Land parcels | 86,722,869 | 30-day LIBOR + 8.75% | 03/05/11 | ||||||||
Lehman Brothers Bank(16) | 27 hotels | 76,829,078 | 5.4205 | % | 01/11/12 | |||||||
Marshall & Ilsley Bank(16) | Hampton Inn & Suites, Bloomington, MN | 11,524,451 | 30-day LIBOR + 3.90% | 03/31/11 | ||||||||
Marshall & Ilsley Bank(16) | Cambria Suites, Bloomington, MN | 9,895,727 | 30-day LIBOR + 3.90% | 06/30/11 | ||||||||
First National Bank of Omaha(16) |
Hyatt Place, Las Colinas, TX Holiday Inn Express & Suites, Las Colinas, TX Hyatt Place, Atlanta, GA |
18,774,418 | 90-day LIBOR + 4.00% | 07/31/11 | ||||||||
First National Bank of Omaha(16) |
SpringHill Suites by Marriott, Flagstaff, AZ Aloft, Jacksonville, FL |
19,601,215 | 90-day LIBOR + 4.00% | 07/31/11 | ||||||||
Subtotal | $ | 223,347,758 | ||||||||||
Total(17) | $ | 420,437,207 |
|
(1) | As of December 31, 2010, the Prime rate was 3.25% and the 90-day LIBOR rate was 0.30%. | |
(2) | The lender has the right to call the loan, which is secured by multiple hotel properties, at January 1, 2012, January 1, 2017 and January 1, 2022. At January 1, 2012, the loan begins to amortize according to a 19.5 year amortization schedule. If this loan is repaid prior to maturity, there is a prepayment penalty equal to the greater of (i) 1% of the principal being repaid and (ii) the yield maintenance premium. There is no prepayment penalty if the loan is prepaid 60 days prior to any call date. | |
(3) | 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. If this loan is repaid prior to June 29, 2011, there is a prepayment penalty equal to 1% of the principal being repaid. | |
(4) | If this loan is repaid prior to maturity, there is a prepayment penalty equal to the greater of (i) 1% of the principal being repaid and (ii) the yield maintenance premium. | |
(5) | 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. | |
(6) | The lender has the right to call the loan at November 1, 2013, 2018 and 2023. If this loan is repaid prior to maturity, there is a prepayment penalty equal to the greater of (i) 1% of the principal being repaid and (ii) the yield maintenance premium. There is no prepayment penalty if the loan is prepaid 60 days prior to any call date. | |
(7) | If this loan is repaid prior to April 1, 2011, there is a prepayment penalty equal to 0.75% of the principal being repaid. After this date, there is no prepayment penalty. A portion of the loan can be prepaid without penalty at any time to bring the loan-to-value ratio to no less than 65%. | |
(8) | On December 8, 2009, we entered into two cross-collateralized and cross-defaulted mortgage loans with National Western Life Insurance in the amounts of $8,650,000 and $5,350,000 to refinance the JP Morgan debt on the two Scottsdale, AZ hotels. Prior to February 1, 2011, these loans cannot be prepaid. If these loans are prepaid, there is a prepayment penalty ranging from 1% to 5% of the principal being prepaid. A one-time, ten-year extension of the maturity date is permitted, subject to the satisfaction of certain conditions. | |
(9) | If this loan is repaid prior to February 27, 2011, there is a prepayment penalty equal to 0.75% of the principal being repaid. After this date, and until July 1, 2011, there is no prepayment penalty. A portion of the loan can be prepaid without penalty at any time to bring the loan-to-value ratio to no less than 65%. | |
(10) | This loan is cross-collateralized with the ING Investment Management loan secured by the following hotel properties: Comfort Inn, Ft. Smith, AR; 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; Courtyard by Marriott, Missoula, MT; Comfort Inn, Missoula, MT. | |
(11) | This loan is secured by multiple hotel properties. | |
(12) | This loan is cross-collateralized with the ING Investment Management loan secured by the following hotel properties: Fairfield Inn & Suites by Marriott, Germantown, TN; Residence Inn by Marriott, Germantown, TN; Holiday Inn Express, Boise, ID; Courtyard by Marriott, Memphis, TN; Hampton Inn & Suites, El Paso, TX; Hampton Inn, Ft. Smith, AR. | |
(13) | The two BNC loans are cross-defaulted. | |
(14) | The three General Electric Capital Corp. loans are cross-defaulted. Effective July 1, 2011, the interest rate on all three loans will increase to 90-day LIBOR + 4.00%. Effective August 1, 2011, all three loans will be 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. | |
(15) | The yield maintenance premium under each of the ING Investment Management loans 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. | |
(16) | Loan paid in full in using proceeds of our IPO and the concurrent private placement. | |
(17) | Total amount includes approximately $223.3 million of indebtedness paid in full using proceeds of our IPO and the concurrent private placement. |
CONTACT:
Daly Gray Public Relations
Jerry Daly, Carol McCune,
703-435-6293 (Media)
jerry@dalygray.com
or
Summit
Hotel Properties, Inc.
Dan Boyum, 605-361-9566 (Investors)
dboyum@shpreit.com