[10-Q] Summit Hotel Properties, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Kingstone Companies, Inc. (NASDAQ: KINS) filed an 8-K announcing the appointment of Randy L. Patten as Chief Financial Officer, effective 25 Aug 2025. Patten, 51, brings 28 years of property-and-casualty insurance finance experience, most recently as VP, Chief Accounting Officer & Treasurer at NEXT Insurance, and previously as Interim Co-CFO and Controller at United Fire Group (UFCS).
- Employment term runs through 25 Aug 2028.
- Base salary: $400,000.
- Target annual bonus: 25 % of salary; 2025 floor of $35,000.
- Sign-on cash bonus: $200,000, paid on start date.
- Equity: $600,000 in restricted stock, vesting 25 % / 25 % / 50 % over three years under the 2024 Equity Plan.
The hire fills a critical executive post and may strengthen financial management and investor relations. No other operational or financial metrics were disclosed. Related exhibits include the press release (Ex. 99.1) and the full employment agreement (Ex. 99.2).
Kingstone Companies, Inc. (NASDAQ: KINS) ha presentato un modulo 8-K annunciando la nomina di Randy L. Patten come Chief Financial Officer, con decorrenza dal 25 agosto 2025. Patten, 51 anni, vanta 28 anni di esperienza nella finanza assicurativa property-and-casualty, pi霉 recentemente come VP, Chief Accounting Officer e Tesoriere presso NEXT Insurance, e precedentemente come Interim Co-CFO e Controller presso United Fire Group (UFCS).
- Durata del contratto: fino al 25 agosto 2028.
- Salario base: 400.000 dollari.
- Bonus annuale target: 25% del salario; minimo 2025 di 35.000 dollari.
- Bonus di benvenuto in contanti: 200.000 dollari, pagati alla data di inizio.
- Equity: 600.000 dollari in azioni vincolate, con maturazione del 25% / 25% / 50% in tre anni secondo il Piano Azionario 2024.
Questa assunzione copre una posizione esecutiva chiave e potrebbe rafforzare la gestione finanziaria e i rapporti con gli investitori. Non sono stati divulgati altri indicatori operativi o finanziari. Gli allegati correlati includono il comunicato stampa (Ex. 99.1) e il contratto di lavoro completo (Ex. 99.2).
Kingstone Companies, Inc. (NASDAQ: KINS) present贸 un formulario 8-K anunciando el nombramiento de Randy L. Patten como Director Financiero, con efecto a partir del 25 de agosto de 2025. Patten, de 51 a帽os, aporta 28 a帽os de experiencia en finanzas de seguros de propiedad y accidentes, recientemente como vicepresidente, director de contabilidad y tesorero en NEXT Insurance, y anteriormente como co-director financiero interino y controlador en United Fire Group (UFCS).
- El t茅rmino del empleo es hasta el 25 de agosto de 2028.
- Salario base: 400,000 d贸lares.
- Bono anual objetivo: 25% del salario; m铆nimo para 2025 de 35,000 d贸lares.
- Bono de bienvenida en efectivo: 200,000 d贸lares, pagado en la fecha de inicio.
- Equidad: 600,000 d贸lares en acciones restringidas, que se consolidan en 25% / 25% / 50% durante tres a帽os bajo el Plan de Acciones 2024.
La contrataci贸n cubre un puesto ejecutivo clave y podr铆a fortalecer la gesti贸n financiera y las relaciones con inversionistas. No se divulgaron otros indicadores operativos o financieros. Los anexos relacionados incluyen el comunicado de prensa (Ex. 99.1) y el contrato completo de empleo (Ex. 99.2).
Kingstone Companies, Inc. (NASDAQ: KINS)電� 2025雲� 8鞗� 25鞚茧秬搿� Randy L. Patten鞚� 斓滉碃鞛毂呾瀯鞛�(CFO)搿� 鞛勲獏頄堧嫟瓿� 8-K 氤搓碃靹滊ゼ 韱淀暣 氚滍憸頄堨姷雼堧嫟. 51靹胳澑 Patten鞚� 鞛偘 氚� 靸來暣 氤错棙 旮堨湹 攵勳暭鞐愳劀 28雲勳潣 瓴诫牓鞚� 氤挫湢頃橁碃 鞛堨溂氅�, 斓滉芳鞐愲姅 NEXT Insurance鞐愳劀 攵�靷灔, 斓滉碃須岅硠毂呾瀯鞛� 氚� 鞛雼措嫻 鞚挫偓搿� 攴茧頄堨溂氅�, 鞚挫爠鞐愲姅 United Fire Group(UFCS)鞐愳劀 鞛勳嫓 瓿惦彊 CFO 氚� 須岅硠甏�毽瀽搿� 鞚柬枅鞀惦媹雼�.
- 瓿犾毄 旮瓣皠鞚� 2028雲� 8鞗� 25鞚缄箤歆�鞛呺媹雼�.
- 旮半掣 鞐半磯: 400,000雼煬.
- 氇╉憸 鞐瓣皠 氤措剤鞀�: 鞐半磯鞚� 25%; 2025雲� 斓滌唽 氤措剤鞀�電� 35,000雼煬鞛呺媹雼�.
- 鞛呾偓 氤措剤鞀� 順勱笀 歆�旮�: 200,000雼煬, 鞛呾偓鞚检棎 歆�旮�.
- 欤检嫕 氤挫儊: 2024雲� 欤检嫕 瓿勴殟鞐� 霐半澕 3雲勳棎 瓯胳硱 25% / 25% / 50% 牍勳湪搿� 氩犾姢韺呺悩電� 600,000雼煬 靸侂嫻鞚� 鞝滍暅 欤检嫕.
鞚措矆 毂勳毄鞚� 欷戩殧頃� 鞛勳洂 歆侅眳鞚� 毂勳毎電� 瓴冹溂搿�, 鞛 甏�毽� 氚� 韴瀽鞛� 甏�瓿勲ゼ 臧曧檾頃� 靾� 鞛堨潉 瓴冹溂搿� 氤挫瀰雼堧嫟. 雼るジ 鞖挫榿 霕愲姅 鞛 歆�響滊姅 瓿店皽霅橃 鞎婌晿鞀惦媹雼�. 甏�霠� 鞛愲搿滊姅 氤措弰鞛愲(Ex. 99.1)鞕� 鞝勳泊 瓿犾毄 瓿勳暯靹�(Ex. 99.2)臧� 韽暔霅橃柎 鞛堨姷雼堧嫟.
Kingstone Companies, Inc. (NASDAQ : KINS) a d茅pos茅 un formulaire 8-K annon莽ant la nomination de Randy L. Patten au poste de Directeur Financier, 脿 compter du 25 ao没t 2025. Patten, 51 ans, poss猫de 28 ans d'exp茅rience en finance dans le secteur de l'assurance dommages, ayant r茅cemment occup茅 les postes de VP, Directeur Comptable et Tr茅sorier chez NEXT Insurance, et auparavant de Co-Directeur Financier par int茅rim et Contr么leur chez United Fire Group (UFCS).
- Dur茅e du contrat jusqu'au 25 ao没t 2028.
- Salaire de base : 400 000 $.
- Bonus annuel cible : 25 % du salaire ; plancher 2025 de 35 000 $.
- Prime de bienvenue en esp猫ces : 200 000 $, vers茅e 脿 la date de d茅but.
- Actions : 600 000 $ en actions restreintes, acquises 脿 raison de 25 % / 25 % / 50 % sur trois ans selon le Plan d'Actions 2024.
Cette embauche comble un poste ex茅cutif cl茅 et pourrait renforcer la gestion financi猫re ainsi que les relations avec les investisseurs. Aucune autre donn茅e op茅rationnelle ou financi猫re n鈥檃 茅t茅 divulgu茅e. Les pi猫ces jointes comprennent le communiqu茅 de presse (Ex. 99.1) et le contrat de travail complet (Ex. 99.2).
Kingstone Companies, Inc. (NASDAQ: KINS) hat eine 8-K Meldung eingereicht, in der die Ernennung von Randy L. Patten zum Chief Financial Officer mit Wirkung zum 25. August 2025 bekanntgegeben wird. Patten, 51 Jahre alt, verf眉gt 眉ber 28 Jahre Erfahrung im Bereich Sach- und Unfallversicherung in der Finanzabteilung, zuletzt als VP, Chief Accounting Officer & Treasurer bei NEXT Insurance und zuvor als Interim Co-CFO und Controller bei United Fire Group (UFCS).
- Besch盲ftigungsdauer bis zum 25. August 2028.
- Grundgehalt: 400.000 USD.
- Zielbonus j盲hrlich: 25 % des Gehalts; 2025 Mindestbonus von 35.000 USD.
- Willkommensbonus in bar: 200.000 USD, zahlbar am ersten Arbeitstag.
- Aktienbeteiligung: 600.000 USD in Restricted Stock, die 眉ber drei Jahre mit 25 % / 25 % / 50 % gem盲脽 dem Aktienplan 2024 vesten.
Die Einstellung besetzt eine wichtige F眉hrungsposition und k枚nnte das Finanzmanagement sowie die Investorenbeziehungen st盲rken. Weitere operative oder finanzielle Kennzahlen wurden nicht bekanntgegeben. Zu den beigef眉gten Unterlagen geh枚ren die Pressemitteilung (Ex. 99.1) und der vollst盲ndige Arbeitsvertrag (Ex. 99.2).
Positive
- Experienced CFO hired: 28-year insurance veteran may improve financial controls and market credibility.
- Long-term equity alignment: $600k restricted stock grant vests over three years, incentivising retention and performance.
Negative
- Added compensation expense: $200k sign-on bonus and $400k salary increase operating costs.
- Potential dilution: New equity grant, while modest, adds to share count over vesting period.
Insights
TL;DR: Seasoned insurance finance executive becomes KINS CFO; modestly positive for governance and credibility.
Patten鈥檚 background at NEXT Insurance and United Fire Group aligns closely with Kingstone鈥檚 P&C focus, bringing depth in accounting, capital management and investor outreach. The multi-year contract and equity grant suggest commitment to long-term turnaround efforts after recent underwriting volatility. Compensation is market-normal for a ~$100 m market-cap carrier, so dilution and cash outlay are limited. While immediate earnings impact is negligible, stronger financial stewardship can lower capital-market costs and support future rate filings. Overall, the event is incrementally favorable but not transformative.
Kingstone Companies, Inc. (NASDAQ: KINS) ha presentato un modulo 8-K annunciando la nomina di Randy L. Patten come Chief Financial Officer, con decorrenza dal 25 agosto 2025. Patten, 51 anni, vanta 28 anni di esperienza nella finanza assicurativa property-and-casualty, pi霉 recentemente come VP, Chief Accounting Officer e Tesoriere presso NEXT Insurance, e precedentemente come Interim Co-CFO e Controller presso United Fire Group (UFCS).
- Durata del contratto: fino al 25 agosto 2028.
- Salario base: 400.000 dollari.
- Bonus annuale target: 25% del salario; minimo 2025 di 35.000 dollari.
- Bonus di benvenuto in contanti: 200.000 dollari, pagati alla data di inizio.
- Equity: 600.000 dollari in azioni vincolate, con maturazione del 25% / 25% / 50% in tre anni secondo il Piano Azionario 2024.
Questa assunzione copre una posizione esecutiva chiave e potrebbe rafforzare la gestione finanziaria e i rapporti con gli investitori. Non sono stati divulgati altri indicatori operativi o finanziari. Gli allegati correlati includono il comunicato stampa (Ex. 99.1) e il contratto di lavoro completo (Ex. 99.2).
Kingstone Companies, Inc. (NASDAQ: KINS) present贸 un formulario 8-K anunciando el nombramiento de Randy L. Patten como Director Financiero, con efecto a partir del 25 de agosto de 2025. Patten, de 51 a帽os, aporta 28 a帽os de experiencia en finanzas de seguros de propiedad y accidentes, recientemente como vicepresidente, director de contabilidad y tesorero en NEXT Insurance, y anteriormente como co-director financiero interino y controlador en United Fire Group (UFCS).
- El t茅rmino del empleo es hasta el 25 de agosto de 2028.
- Salario base: 400,000 d贸lares.
- Bono anual objetivo: 25% del salario; m铆nimo para 2025 de 35,000 d贸lares.
- Bono de bienvenida en efectivo: 200,000 d贸lares, pagado en la fecha de inicio.
- Equidad: 600,000 d贸lares en acciones restringidas, que se consolidan en 25% / 25% / 50% durante tres a帽os bajo el Plan de Acciones 2024.
La contrataci贸n cubre un puesto ejecutivo clave y podr铆a fortalecer la gesti贸n financiera y las relaciones con inversionistas. No se divulgaron otros indicadores operativos o financieros. Los anexos relacionados incluyen el comunicado de prensa (Ex. 99.1) y el contrato completo de empleo (Ex. 99.2).
Kingstone Companies, Inc. (NASDAQ: KINS)電� 2025雲� 8鞗� 25鞚茧秬搿� Randy L. Patten鞚� 斓滉碃鞛毂呾瀯鞛�(CFO)搿� 鞛勲獏頄堧嫟瓿� 8-K 氤搓碃靹滊ゼ 韱淀暣 氚滍憸頄堨姷雼堧嫟. 51靹胳澑 Patten鞚� 鞛偘 氚� 靸來暣 氤错棙 旮堨湹 攵勳暭鞐愳劀 28雲勳潣 瓴诫牓鞚� 氤挫湢頃橁碃 鞛堨溂氅�, 斓滉芳鞐愲姅 NEXT Insurance鞐愳劀 攵�靷灔, 斓滉碃須岅硠毂呾瀯鞛� 氚� 鞛雼措嫻 鞚挫偓搿� 攴茧頄堨溂氅�, 鞚挫爠鞐愲姅 United Fire Group(UFCS)鞐愳劀 鞛勳嫓 瓿惦彊 CFO 氚� 須岅硠甏�毽瀽搿� 鞚柬枅鞀惦媹雼�.
- 瓿犾毄 旮瓣皠鞚� 2028雲� 8鞗� 25鞚缄箤歆�鞛呺媹雼�.
- 旮半掣 鞐半磯: 400,000雼煬.
- 氇╉憸 鞐瓣皠 氤措剤鞀�: 鞐半磯鞚� 25%; 2025雲� 斓滌唽 氤措剤鞀�電� 35,000雼煬鞛呺媹雼�.
- 鞛呾偓 氤措剤鞀� 順勱笀 歆�旮�: 200,000雼煬, 鞛呾偓鞚检棎 歆�旮�.
- 欤检嫕 氤挫儊: 2024雲� 欤检嫕 瓿勴殟鞐� 霐半澕 3雲勳棎 瓯胳硱 25% / 25% / 50% 牍勳湪搿� 氩犾姢韺呺悩電� 600,000雼煬 靸侂嫻鞚� 鞝滍暅 欤检嫕.
鞚措矆 毂勳毄鞚� 欷戩殧頃� 鞛勳洂 歆侅眳鞚� 毂勳毎電� 瓴冹溂搿�, 鞛 甏�毽� 氚� 韴瀽鞛� 甏�瓿勲ゼ 臧曧檾頃� 靾� 鞛堨潉 瓴冹溂搿� 氤挫瀰雼堧嫟. 雼るジ 鞖挫榿 霕愲姅 鞛 歆�響滊姅 瓿店皽霅橃 鞎婌晿鞀惦媹雼�. 甏�霠� 鞛愲搿滊姅 氤措弰鞛愲(Ex. 99.1)鞕� 鞝勳泊 瓿犾毄 瓿勳暯靹�(Ex. 99.2)臧� 韽暔霅橃柎 鞛堨姷雼堧嫟.
Kingstone Companies, Inc. (NASDAQ : KINS) a d茅pos茅 un formulaire 8-K annon莽ant la nomination de Randy L. Patten au poste de Directeur Financier, 脿 compter du 25 ao没t 2025. Patten, 51 ans, poss猫de 28 ans d'exp茅rience en finance dans le secteur de l'assurance dommages, ayant r茅cemment occup茅 les postes de VP, Directeur Comptable et Tr茅sorier chez NEXT Insurance, et auparavant de Co-Directeur Financier par int茅rim et Contr么leur chez United Fire Group (UFCS).
- Dur茅e du contrat jusqu'au 25 ao没t 2028.
- Salaire de base : 400 000 $.
- Bonus annuel cible : 25 % du salaire ; plancher 2025 de 35 000 $.
- Prime de bienvenue en esp猫ces : 200 000 $, vers茅e 脿 la date de d茅but.
- Actions : 600 000 $ en actions restreintes, acquises 脿 raison de 25 % / 25 % / 50 % sur trois ans selon le Plan d'Actions 2024.
Cette embauche comble un poste ex茅cutif cl茅 et pourrait renforcer la gestion financi猫re ainsi que les relations avec les investisseurs. Aucune autre donn茅e op茅rationnelle ou financi猫re n鈥檃 茅t茅 divulgu茅e. Les pi猫ces jointes comprennent le communiqu茅 de presse (Ex. 99.1) et le contrat de travail complet (Ex. 99.2).
Kingstone Companies, Inc. (NASDAQ: KINS) hat eine 8-K Meldung eingereicht, in der die Ernennung von Randy L. Patten zum Chief Financial Officer mit Wirkung zum 25. August 2025 bekanntgegeben wird. Patten, 51 Jahre alt, verf眉gt 眉ber 28 Jahre Erfahrung im Bereich Sach- und Unfallversicherung in der Finanzabteilung, zuletzt als VP, Chief Accounting Officer & Treasurer bei NEXT Insurance und zuvor als Interim Co-CFO und Controller bei United Fire Group (UFCS).
- Besch盲ftigungsdauer bis zum 25. August 2028.
- Grundgehalt: 400.000 USD.
- Zielbonus j盲hrlich: 25 % des Gehalts; 2025 Mindestbonus von 35.000 USD.
- Willkommensbonus in bar: 200.000 USD, zahlbar am ersten Arbeitstag.
- Aktienbeteiligung: 600.000 USD in Restricted Stock, die 眉ber drei Jahre mit 25 % / 25 % / 50 % gem盲脽 dem Aktienplan 2024 vesten.
Die Einstellung besetzt eine wichtige F眉hrungsposition und k枚nnte das Finanzmanagement sowie die Investorenbeziehungen st盲rken. Weitere operative oder finanzielle Kennzahlen wurden nicht bekanntgegeben. Zu den beigef眉gten Unterlagen geh枚ren die Pressemitteilung (Ex. 99.1) und der vollst盲ndige Arbeitsvertrag (Ex. 99.2).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________
FORM 10-Q
____________________________________________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-35074
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________
| (State or other jurisdiction | (I.R.S. Employer Identification No.) | |||||||
| of incorporation or organization) | ||||||||
(Address of principal executive offices, including zip code)
(512 ) 538-2300
(Registrant’s telephone number, including area code)
________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405) of this chapter during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of July 25, 2025, the number of outstanding shares of common stock of Summit Hotel Properties, Inc. was 108,808,785 .
TABLE OF CONTENTS
| Page | ||||||||
PART I — FINANCIAL INFORMATION | ||||||||
Item 1. | Financial Statements | |||||||
Condensed Consolidated Balance Sheets — June 30, 2025 (Unaudited) and December 31, 2024 | 1 | |||||||
Condensed Consolidated Statements of Operations (Unaudited) — Three and Six Months Ended June 30, 2025 and 2024 | 2 | |||||||
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) — Three and Six Months Ended June 30, 2025 and 2024 | 3 | |||||||
Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests (Unaudited) — Three and Six Months Ended June 30, 2025 and 2024 | 4 | |||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) — Six Months Ended June 30, 2025 and 2024 | 6 | |||||||
Notes to the Condensed Consolidated Financial Statements (Unaudited) | 7 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 | ||||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 53 | ||||||
Item 4. | Controls and Procedures | 54 | ||||||
PART II — OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 55 | ||||||
Item 1A. | Risk Factors | 55 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 55 | ||||||
Item 3. | Defaults Upon Senior Securities | 56 | ||||||
Item 4. | Mine Safety Disclosures | 56 | ||||||
Item 5. | Other Information | 56 | ||||||
Item 6. | Exhibits | 57 | ||||||
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Summit Hotel Properties, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
| June 30, 2025 | December 31, 2024 | |||||||||||||
| (Unaudited) | ||||||||||||||
| ASSETS | ||||||||||||||
| Investments in lodging property, net | $ | $ | ||||||||||||
| Investment in lodging property under development | ||||||||||||||
| Assets held for sale, net | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Restricted cash | ||||||||||||||
| Right-of-use assets, net | ||||||||||||||
| Trade receivables, net | ||||||||||||||
| Prepaid expenses and other | ||||||||||||||
| Deferred charges, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY | ||||||||||||||
| Liabilities: | ||||||||||||||
| Debt, net of debt issuance costs | $ | $ | ||||||||||||
| Lease liabilities, net | ||||||||||||||
| Accounts payable | ||||||||||||||
| Accrued expenses and other | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 11) | ||||||||||||||
| Redeemable non-controlling interests | ||||||||||||||
| Equity: | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Accumulated deficit and distributions in excess of retained earnings | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Non-controlling interests | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities, redeemable non-controlling interests and equity | $ | $ | ||||||||||||
See Notes to the Condensed Consolidated Financial Statements
1
Summit Hotel Properties, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Room | $ | $ | $ | $ | ||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Room | ||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||
| Other lodging property operating expenses | ||||||||||||||||||||||||||
| Property taxes, insurance and other | ||||||||||||||||||||||||||
| Management fees | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Corporate general and administrative | ||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||
| (Loss) gain on disposal of assets, net | ( | ( | ||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Gain on extinguishment of debt | ||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income from continuing operations before income taxes | ||||||||||||||||||||||||||
| Income tax expense (Note 13) | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Less - (Loss) income attributable to non-controlling interests | ( | ( | ||||||||||||||||||||||||
| Net income attributable to Summit Hotel Properties, Inc. before preferred dividends | ||||||||||||||||||||||||||
| Less - Distributions to and accretion of redeemable non-controlling interests | ( | ( | ( | ( | ||||||||||||||||||||||
| Less - Preferred dividends | ( | ( | ( | ( | ||||||||||||||||||||||
| Net (loss) income attributable to common stockholders | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| (Loss) income per common share: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Weighted-average common shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See Notes to the Condensed Consolidated Financial Statements
2
Summit Hotel Properties, Inc.
Condensed Consolidated Statements of Comprehensive (Loss) Income
(Unaudited)
(In thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||||||||||||||||
| Changes in fair value of derivative financial instruments | ( | ( | ( | |||||||||||||||||||||||
| Comprehensive (loss) income | ( | ( | ||||||||||||||||||||||||
| Comprehensive loss (income) attributable to non-controlling interests | ( | ( | ||||||||||||||||||||||||
| Comprehensive income (loss) attributable to Summit Hotel Properties, Inc. | ( | |||||||||||||||||||||||||
| Distributions to and accretion on redeemable non-controlling interests | ( | ( | ( | ( | ||||||||||||||||||||||
| Preferred dividends and distributions | ( | ( | ( | ( | ||||||||||||||||||||||
| Comprehensive (loss) income attributable to common stockholders | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
See Notes to the Condensed Consolidated Financial Statements
3
Summit Hotel Properties, Inc.
Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests
For the Three Months Ended June 30, 2025 and 2024
(Unaudited)
(In thousands, except share amounts)
| Redeemable Non-controlling Interests | Shares of Preferred Stock | Preferred Stock | Shares of Common Stock | Common Stock | Additional Paid-In Capital | Accumulated Comprehensive Income (Loss) | Accumulated Deficit and Distributions | Stockholders’ Equity | Non-controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interests to redemption value | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by non-controlling interest in joint venture | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions on common stock and common units | — | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividends and distributions | ( | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Joint venture partner distributions | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares of common stock acquired for employee withholding requirements | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interests to redemption value | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by non-controlling interest in joint venture | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock redemption of common units | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions on common stock and common units | — | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividends and distributions | ( | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Joint venture partner distributions | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares of common stock acquired for employee withholding requirements | — | — | — | ( | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See Notes to the Condensed Consolidated Financial Statements
4
Summit Hotel Properties, Inc.
Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests
For the Six Months Ended June 30, 2025 and 2024
(Unaudited)
(In thousands, except share amounts)
| Redeemable Non-controlling Interests | Shares of Preferred Stock | Preferred Stock | Shares of Common Stock | Common Stock | Additional Paid-In Capital | Accumulated Comprehensive Income (Loss) | Accumulated Deficit and Distributions | Stockholders’ Equity | Non-controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interests to redemption value | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by non-controlling interest in joint venture | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock redemption of common units | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions on common stock and common units | — | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividends and distributions | ( | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Joint venture partner distributions | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares of common stock acquired for employee withholding requirements | — | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interests to redemption value | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by non-controlling interest in joint venture | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock redemption of common units | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions on common stock and common units | — | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred dividends and distributions | ( | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Joint venture partner distributions | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares of common stock acquired for employee withholding requirements | — | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See Notes to the Condensed Consolidated Financial Statements
5
Summit Hotel Properties, Inc.
Condensed Consolidated Statements Cash Flows
(Unaudited)
(In thousands)
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||
| Equity-based compensation | ||||||||||||||
| Deferred tax expense | ||||||||||||||
| Loss (gain) on disposal of assets, net | ( | |||||||||||||
| Gain on extinguishment of debt | ( | |||||||||||||
| Non-cash interest income | ( | |||||||||||||
| Debt transaction costs | ||||||||||||||
| Other | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Trade receivables, net | ( | ( | ||||||||||||
| Prepaid expenses and other | ( | ( | ||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued expenses and other | ( | ( | ||||||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Improvements to lodging properties | ( | ( | ||||||||||||
| Investment in lodging property under development | ( | ( | ||||||||||||
| Proceeds from asset dispositions, net | ||||||||||||||
| Other | ( | |||||||||||||
| NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | ( | |||||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Proceeds from borrowings on revolving line of credit | ||||||||||||||
| Repayments of revolving line of credit borrowings | ( | ( | ||||||||||||
| Proceeds from mortgage loan | ||||||||||||||
| Principal payments on debt | ( | ( | ||||||||||||
| Repurchases of common shares | ( | |||||||||||||
| Common dividends and distributions paid | ( | ( | ||||||||||||
| Preferred dividends and distributions paid | ( | ( | ||||||||||||
| Contributions by non-controlling interests in joint venture | ||||||||||||||
| Distributions to joint venture partners | ( | ( | ||||||||||||
| Financing fees, debt transaction costs and other issuance costs | ( | ( | ||||||||||||
| Repurchase of common stock for tax withholding requirements | ( | ( | ||||||||||||
| NET CASH USED IN FINANCING ACTIVITIES | ( | ( | ||||||||||||
| Net change in cash, cash equivalents and restricted cash | ( | |||||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||||||||||||||
| Beginning of period | ||||||||||||||
| End of period | $ | $ | ||||||||||||
| RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEET TO THE AMOUNTS SHOWN IN THE STATEMENT OF CASH FLOWS ABOVE: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH | $ | $ | ||||||||||||
See Notes to the Condensed Consolidated Financial Statements
6
SUMMIT HOTEL PROPERTIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS
General
Summit Hotel Properties, Inc. (the “Company”) is a self-managed lodging property investment company that was organized in June 2010 as a Maryland corporation. The Company holds both general and limited partnership interests in Summit Hotel OP, LP (the “Operating Partnership”), a Delaware limited partnership also organized in June 2010. Unless the context otherwise requires, “we,” “us,” and “our” refer to the Company and its consolidated subsidiaries.
We focus on owning lodging properties with efficient operating models that generate strong margins and investment returns. At June 30, 2025, our portfolio consisted of 97 lodging properties with a total of 14,577 guestrooms located in 25 states of the United States of America (“USA”). At June 30, 2025, we own 100 % of the outstanding equity interests in 53 of the 97 lodging properties. We own a 51 % controlling interest in 41 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. (“GIC”), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). We also own 90 % equity interests in two separate joint ventures (the “Brickell Joint Venture” and the “Onera Joint Venture”). The Brickell Joint Venture owns two lodging properties, and the Onera Joint Venture owns one lodging property.
At June 30, 2025, 86 % of our guestrooms were located in the top 50 metropolitan statistical areas (“MSAs”), 91 % were located within the top 100 MSAs, and over 99 % of our guestrooms operate under premium franchise brands owned by Marriott® International, Inc. (“Marriott”), Hilton® Worldwide (“Hilton”), Hyatt® Hotels Corporation (“Hyatt”), and InterContinental® Hotels Group (“IHG”).
Substantially all of our assets are held by, and all of our operations are conducted through, the Operating Partnership. Through a wholly-owned subsidiary, we are the sole general partner of the Operating Partnership. At June 30, 2025, we owned, directly and indirectly, approximately 89 % of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding 6.25 % Series E and 5.875 % Series F preferred units of limited partnership interest. NewcrestImage (as defined in Note 5 - Debt to the Condensed Consolidated Financial Statements) owns all of the issued and outstanding 5.25 % Series Z Cumulative Perpetual Preferred Units (liquidation preference $25 per unit) of the Operating Partnership (“Series Z Preferred Units”) as a result of the NCI Transaction (described in Note 5 - Debt to the Condensed Consolidated Financial Statements). We collectively refer to preferred units of limited partnership interests of our Operating Partnership as “Preferred Units.”
Pursuant to the Operating Partnership’s partnership agreement, we have full, exclusive and complete responsibility and discretion in the management and control of the Operating Partnership, including the ability to cause the Operating Partnership to enter into certain major transactions including acquisitions, dispositions, refinancings, to make distributions to partners, and to cause changes in the Operating Partnership’s business activities.
We have elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. To qualify as a REIT, we cannot operate or manage our lodging properties. Accordingly, all of our lodging properties are leased to our taxable REIT subsidiaries (“TRS Lessees” or “TRSs”) and managed by professional third-party lodging property management companies.
7
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
We prepare our Condensed Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and reported amounts of consolidated revenues and expenses in the reporting period. Actual results could differ from those estimates. As interim statements, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation in accordance with GAAP have been included. Results for the three and six months ended June 30, 2025 may not be indicative of the results that may be expected for the full year of 2025. For further information, please read the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
The accompanying Condensed Consolidated Financial Statements consolidate the accounts of all entities in which we have a controlling financial interest, as well as variable interest entities, if any, for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated on the Condensed Consolidated Financial Statements.
Use of Estimates
Our Condensed Consolidated Financial Statements are prepared in conformity with GAAP, which requires us to make estimates based on assumptions about current and, for some estimates, future economic and market conditions that affect reported amounts and related disclosures on our Condensed Consolidated Financial Statements. Although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could significantly differ from our expectations, which could materially affect our consolidated financial position and results of operations.
Trade Receivables and Current Estimate of Credit Losses
Investments in Lodging Property, net
The Company allocates the purchase price of acquired lodging properties based on the relative fair values of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets, and assumed liabilities. Intangible assets may include certain value associated with the on-going operations of the lodging property being acquired as part of the acquisition. Acquired intangible assets that derive their values from real property, or an interest in real property, are inseparable from that real property or interest in real property, do not produce or contribute to the production of income other than consideration for the use or occupancy of space, and are recorded as a component of the related real estate asset on our Condensed Consolidated Financial Statements. We allocate the purchase price of acquired lodging properties to land, building and furniture, fixtures and equipment based on independent third-party appraisals.
8
Our lodging properties and related assets are recorded at cost, less accumulated depreciation and amortization. We capitalize development costs and the costs of significant additions and improvements that materially upgrade, increase the value or extend the useful life of the property. These costs may include development, refurbishment, renovation, and remodeling expenditures, as well as certain indirect internal costs related to construction projects. If an asset requires a period of time in which to carry out the activities necessary to bring it to the condition necessary for its intended use, the interest cost incurred during that period as a result of expenditures for the asset is capitalized as part of the cost of the asset. We expense the cost of repairs and maintenance as incurred.
We generally depreciate our lodging properties and related assets using the straight-line method over their estimated useful lives as follows:
| Classification | Estimated Useful Lives | |||||||
| Buildings and improvements | ||||||||
| Furniture, fixtures and equipment | ||||||||
We periodically re-evaluate asset lives based on current assessments of remaining utilization, which may result in changes in estimated useful lives. Such changes are accounted for prospectively and will increase or decrease future depreciation expense.
When depreciable property and equipment is retired or disposed, the related costs and accumulated depreciation are removed from the balance sheet and any gain or loss is reflected in current operations.
On a limited basis, we provide financing to developers of lodging properties for development projects. We evaluate these arrangements to determine if we participate in residual profits of the lodging property through the loan provisions or other agreements. Where we conclude that these arrangements are more appropriately treated as an investment in the real property, we reflect the loan in Investments in lodging property, net on our Condensed Consolidated Balance Sheets.
Assets Held for Sale
We classify assets as Assets held for sale in the period in which certain criteria are met, including when the sale of the asset within one year is probable. Assets classified as Assets held for sale are no longer depreciated and are carried at the lower of net book value or its fair value calculated as the expected selling price less estimated costs of disposition. We record a write-down when the carrying amounts of Assets held for sale exceed their fair value.
If we subsequently decide not to sell a long-lived asset (disposal group) classified in Assets held for sale, or if a long-lived asset (disposal group) no longer meets the Assets held for sale criteria, a long-lived asset (disposal group) is reclassified as Investments in lodging property, net in the period in which the Assets held for sale criteria are no longer met. A long-lived asset that is reclassified from Assets held for sale to Investments in lodging property, net is measured individually at the lower of either its:
i.) Carrying amount before it was classified as Assets held for sale, adjusted for any depreciation (amortization) expense or impairment losses that would have been recognized had the asset (group) been continuously classified as Investments in lodging property, net; or
ii.) Fair value at the date of the subsequent decision not to sell.
9
Segment Information
We have determined that we have one reportable segment for activities related to investing in lodging properties. An operating segment is defined as the component of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (the “CODM”) in order to allocate resources and assess performance. Our investments in lodging properties are geographically diversified and the CODM allocates resources and assesses performance based upon discrete financial information at the individual lodging property level. However, because each of our lodging properties have similar economic characteristics, facilities, and services, the lodging properties have been aggregated into a single reportable segment.
Exchange or Modification of Debt
We consider modifications or exchanges of debt as extinguishments in accordance with Accounting Standards Codification ("ASC") No. 470, Debt, with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different. If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. Under an exchange or modification accounted for as a debt extinguishment, fees paid to the lenders are included in the gain or loss on extinguishment of debt. Costs incurred with third parties, such as legal fees, directly related to the exchange or modification are capitalized as deferred financing costs and amortized over the initial term of the new debt. Previously deferred fees and costs for existing debt are included in the calculation of gain or loss. Under an exchange or modification not accounted for as a debt extinguishment, fees paid to the lenders are reflected as additional debt discount and amortized as non-cash interest expense over the remaining initial term of the exchanged or modified debt. Furthermore, costs incurred with third parties, such as legal fees, directly related to the exchange or modification, are expensed as incurred. Additionally, previously deferred fees and costs are amortized as non-cash interest expense over the remaining initial term of the exchanged or modified debt.
Debt Issuance Costs
Income Taxes
We account for federal and state income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for: i) the future tax consequences attributable to differences between carrying amounts of existing assets and liabilities based on GAAP and the respective carrying amounts for tax purposes, and ii) operating losses and tax-credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of the change in tax rates. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized based on consideration of available evidence. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
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Earnings Per Share
Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. We apply the two-class method of computing EPS, which requires the calculation of separate EPS amounts for participating securities. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. Any anti-dilutive securities are excluded from the basic per-share calculation.
Diluted EPS is computed by dividing net income (loss) available to common stockholders, as adjusted for dilutive securities, by the weighted-average number of shares of common stock outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation. Potentially dilutive shares include unvested restricted share grants, unvested performance share grants, shares of common stock issuable upon conversion of convertible debt and shares of common stock issuable upon conversion of Common Units of our Operating Partnership.
New Accounting Standards
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2024-03, Disaggregation of Income Statement Expenses, that will require entities to provide enhanced disclosures related to certain expense categories included on the Consolidated Statement of Operations. ASU No. 2024-03 is intended to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the Consolidated Statement of Operations. ASU No. 2024-03 does not change the requirements for the presentation of expenses on the face of the consolidated statement of operations. Under ASU No. 2024-03, entities are required to disaggregate, in tabular format, expenses presented on the face of the Consolidated Statement of Operations - excluding earnings or losses from equity method investments - if they include any of the following expense categories: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or depletion. For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses. ASU No. 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. While the adoption of ASU 2024-03 is not expected to have an effect on our Consolidated Financial Statements, it is expected to result in incremental disclosures within the Notes to our Consolidated Financial Statements.
NOTE 3 - INVESTMENTS IN LODGING PROPERTY, NET
Investments in Lodging Property, net
Investments in lodging property, net is as follows (in thousands):
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Lodging buildings and improvements | $ | $ | ||||||||||||
| Land | ||||||||||||||
| Furniture, fixtures and equipment | ||||||||||||||
| Construction in progress | ||||||||||||||
| Intangible assets | ||||||||||||||
| AG真人官方 estate development loan | ||||||||||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
Depreciation and amortization expense related to our lodging properties (excluding amortization of franchise fees) was $37.0 million and $36.3 million for the three months ended June 30, 2025 and 2024, respectively, and $74.1 million and $72.9 million for the six months ended June 30, 2025 and 2024, respectively.
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Lodging Property Sales
Undeveloped Parcel of Land - San Antonio, TX
We owned a 5.99 -acre parcel of undeveloped land in San Antonio, TX that was classified as Assets held for sale at December 31, 2024. In February 2025, we closed on the sale of the parcel of undeveloped land for $1.3 million, which approximated its carrying amount.
Portfolio of Two Lodging Properties - New Orleans, LA
In April 2024, we completed the sale of the 202 -guestroom Courtyard by Marriott and the 208 -guestroom SpringHill Suites by Marriott, both located in New Orleans, LA, for an aggregate selling price of $73 million, which resulted in a gain of approximately $28.3 million that was recorded in the six months ended June 30, 2024.
Hilton Garden Inn - Bryan (College Station), TX
In April 2024, the GIC Joint Venture completed the sale of the 119 -guestroom Hilton Garden Inn - Bryan (College Station), TX for $11 million. The net selling price of the lodging property approximated its carrying amount on the closing date.
Hyatt Place - Dallas (Plano), TX
In February 2024, the GIC Joint Venture completed the sale of the 127 -guestroom Hyatt Place - Dallas (Plano), TX for $10.3 million. We recorded a nominal gain on the sale during the six months ended June 30, 2024 upon closing the transaction.
Intangible Assets
Intangible assets, net is as follows (in thousands):
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||
| Air rights | $ | $ | ||||||||||||
| Other | ||||||||||||||
| Finite-lived intangible assets: | ||||||||||||||
| Tax incentives | ||||||||||||||
| Key money | ||||||||||||||
| Intangible assets | ||||||||||||||
| Less - accumulated amortization | ( | ( | ||||||||||||
| Intangible assets, net | $ | $ | ||||||||||||
We recorded amortization expense related to intangible assets of approximately $0.4 million and $1.0 million for the three months ended June 30, 2025 and 2024, respectively, and $0.8 million and $2.1 million for the six months ended June 30, 2025 and 2024, respectively.
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Future amortization expense related to intangible assets is as follows (in thousands):
| For the Year Ending December 31, | Amount | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| $ | ||||||||
NOTE 4 - INVESTMENT IN REAL ESTATE LOANS
AG真人官方 Estate Development Loans
Onera Mezzanine Financing Loan
In January 2023, we entered into an agreement with affiliates of Onera Opportunity Fund I, LP (“Onera”) to provide a mezzanine financing loan of $4.6 million (the “Onera Mezzanine Loan”) for the development of a glamping property. The Onera Mezzanine Loan is secured by a second mortgage on the property and is subordinate to the senior lender for the development project. As of June 30, 2025, we have funded our entire $4.6 million commitment under the Onera Mezzanine Loan. The original maturity date of the loan was January 2025; however, the borrower exercised its option to extend the Onera Mezzanine Loan for an additional 12 months. The development of the property was completed and operations commenced in September 2024.
Additionally, we issued a $3 million letter of credit to the senior lender of the project as additional support for Onera's construction loan. We have not recorded a liability for this guarantee because it currently is not probable that we will be required to make any payment related to this guarantee. In the event that we are required to pay any amount under this guarantee, we would have the right to recover any amount paid under a guarantee from Onera.
We also have an option to purchase 90 % of the equity of the entity that owns the property that became exercisable upon completion of construction in September 2024 (the “Onera Purchase Option”). The Onera Purchase Option is exercisable until the later of the first anniversary of the opening of the property or the date the Onera Mezzanine Loan is paid in full.
We recorded the estimated fair value of the Onera Purchase Option in Other assets and as a contra-asset to Investments in lodging property, net at its estimated fair value of $0.9 million on the transaction date using the Black-Scholes model. Our estimate of the fair value of the Onera Purchase Option under the Black-Scholes model requires judgment and estimates primarily related to the volatility of our stock price and expected levels of future dividends on our common stock.
The recorded amount of the Onera Purchase Option was amortized as non-cash interest income beginning in January 2023 using the straight-line method, which approximates the interest method, and through September 2024 when the Onera Purchase Option became exercisable. For the three and six months ended June 30, 2024, we amortized $0.1 million and $0.3 million, respectively of the carrying amount of the Onera Purchase Option as non-cash interest income.
NOTE 5 - DEBT
At June 30, 2025, our indebtedness was comprised of borrowings under our 2023 Senior Credit Facility, the 2024 Term Loan, the GIC Joint Venture Credit Facility, the GIC Joint Venture Term Loan, the PACE loan, the Convertible Notes (each of such credit facilities and loans are defined below), and two loans secured by first priority mortgage liens on three lodging properties. In March 2025, we closed the $275 Million 2025 Delayed Draw Term Loan to refinance a significant portion of our outstanding $287.5 million convertible notes when they mature in February 2026. As of June 30, 2025, we have not drawn any amounts under the 2025 Delayed Drawn Term Loan.
We have entered into interest rate swaps to fix the interest rates on a portion of our variable interest rate indebtedness. The weighted-average interest rate, after giving effect to our interest rate derivatives, for all borrowings was 5.03 % at June 30, 2025 and 5.01 % at December 31, 2024. There are currently no defaults under any of the Company's loan agreements.
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Debt, net of debt issuance costs, is as follows (in thousands):
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Revolving debt | $ | $ | ||||||||||||
| Term loans | ||||||||||||||
| Convertible notes | ||||||||||||||
| Mortgage loans | ||||||||||||||
Unamortized debt issuance costs (1) | ( | ( | ||||||||||||
| Debt, net of debt issuance costs | $ | $ | ||||||||||||
(1) During the six months ended June 30, 2025, we paid $4.3 million in bank, legal and other fees related to the $275 million 2025 Delayed Draw Term Loan (as described in further detail below) that are included in Deferred charges, net on our Condensed Consolidated Balance Sheet. Those costs will be reclassified to Debt, net of debt issuance costs at the time the funds are drawn upon, which is expected to coincide with the repayment of the Convertible Notes upon their maturity in February 2026.
Our total fixed-rate and variable-rate debt, after consideration of our interest rate derivative agreements that are currently in effect, is as follows (in thousands):
| June 30, 2025 | Percentage | December 31, 2024 | Percentage | |||||||||||||||||||||||
Fixed-rate debt (1) | $ | $ | ||||||||||||||||||||||||
| Variable-rate debt | ||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
(1) At June 30, 2025, debt related to our wholly-owned properties and our pro rata share of joint venture debt has a fixed-rate debt ratio of approximately 75 % of our total pro rata indebtedness when taking into consideration interest rate swaps that are currently in effect.
Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands):
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | Valuation Technique | ||||||||||||||||||||||||||||
| Convertible notes | $ | $ | $ | $ | Level 1 - Market approach | |||||||||||||||||||||||||||
| Mortgage loans | Level 2 - Market approach | |||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||
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Detailed information about our debt at June 30, 2025 and December 31, 2024 is as follows (dollars in thousands):
| Principal Balance Outstanding | ||||||||||||||||||||||||||||||||||||||||||||
| Lender | Interest Rate | Initial Maturity Date | Fully Extended Maturity Date | Number of Encumbered Properties | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||
| OPERATING PARTNERSHIP DEBT: | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 Senior Credit Facility | ||||||||||||||||||||||||||||||||||||||||||||
| Bank of America, N.A. | ||||||||||||||||||||||||||||||||||||||||||||
$ | 6/21/2027 | 6/21/2028 | n/a | $ | $ | |||||||||||||||||||||||||||||||||||||||
$ | 6/21/2026 | 6/21/2028 | n/a | |||||||||||||||||||||||||||||||||||||||||
| Total Senior Credit Facility | ||||||||||||||||||||||||||||||||||||||||||||
| Convertible Notes | 2/15/2026 | 2/15/2026 | n/a | |||||||||||||||||||||||||||||||||||||||||
| Term Loans | ||||||||||||||||||||||||||||||||||||||||||||
Regions Bank 2024 Term Loan Facility (1) | 2/26/2027 | 2/26/2029 | n/a | |||||||||||||||||||||||||||||||||||||||||
$ | 3/27/2028 | 3/27/2030 | n/a | |||||||||||||||||||||||||||||||||||||||||
Total Operating Partnership Debt | ||||||||||||||||||||||||||||||||||||||||||||
| JOINT VENTURE DEBT: | ||||||||||||||||||||||||||||||||||||||||||||
| Brickell Joint Venture Mortgage Loan | ||||||||||||||||||||||||||||||||||||||||||||
| City National Bank of Florida | n/a | 6/9/2025 | 6/9/2025 | n/a | ||||||||||||||||||||||||||||||||||||||||
| Wells Fargo Bank, N.A. | 5/15/2028 | 5/15/2030 | ||||||||||||||||||||||||||||||||||||||||||
| GIC Joint Venture Credit Facility and Term Loans | ||||||||||||||||||||||||||||||||||||||||||||
| Bank of America, N.A. | ||||||||||||||||||||||||||||||||||||||||||||
$ | 9/15/2027 | 9/15/2028 | n/a | |||||||||||||||||||||||||||||||||||||||||
$ | 9/15/2027 | 9/15/2028 | n/a | |||||||||||||||||||||||||||||||||||||||||
Bank of America, N.A. Term Loan (3) | 1/13/2026 | 1/13/2027 | n/a | |||||||||||||||||||||||||||||||||||||||||
| Wells Fargo | 6/6/2028 | 6/6/2028 | ||||||||||||||||||||||||||||||||||||||||||
| PACE loan | 7/31/2040 | 7/31/2040 | n/a | |||||||||||||||||||||||||||||||||||||||||
| Total GIC Joint Venture Credit Facility and Term Loans | ||||||||||||||||||||||||||||||||||||||||||||
| Total Joint Venture Debt | ||||||||||||||||||||||||||||||||||||||||||||
| Total Debt | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
(1) The 2023 Senior Credit Facility and the Regions Bank 2024 Term Loan Facility are supported by a borrowing base of 53 unencumbered hotel properties and their affiliates.
(2) The $125 Million Revolver and the $125 Million Term Loan are secured by pledges of the equity in the entities that own 15 lodging properties.
(3) The GIC Joint Venture Term Loan with Bank of America, N.A. is secured by pledges of the equity in the entities that own 25 lodging properties and two parking garages and their affiliates.
$600 Million Senior Credit and Term Loan Facility
In June 2023, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into an amended and restated $600 million senior credit facility (the “2023 Senior Credit Facility”) with Bank of America, N.A., as successor administrative agent, and a syndicate of lenders. The 2023 Senior Credit Facility is comprised of a $400 million revolver (the “$400 Million Revolver”) and a $200 million term loan facility (the “$200 Million Term Loan”). The 2023 Senior Credit Facility has an accordion feature which allows the Company to increase the total commitments by an aggregate of up to $300 million.
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At June 30, 2025, our $200 Million Term Loan was fully funded, and we had $25 million in outstanding borrowings under our $400 Million Revolver.
The $400 Million Revolver has a maturity date of June 2027, which may be extended by the Company for up to two consecutive six-month periods, subject to certain conditions, and the $200 Million Term Loan has a maturity date of June 2026, which may be extended by the Company for up to two consecutive 12-month periods, subject to certain conditions.
The 2023 Senior Credit Facility bears interest at the Secured Overnight Funding Rate (“SOFR”) plus a SOFR adjustment of 10 basis points and a margin that is the higher of (i) a pricing grid ranging from 140 basis points to 240 basis points plus Adjusted Daily SOFR or Adjusted Term SOFR, depending on the Company's leverage ratio (as defined in the loan documents); and (ii) a pricing grid ranging from 40 basis points to 140 basis points over the Base Rate, depending on the Company's leverage ratio.
The $200 Million Term Loan bears interest at the Secured Overnight Funding Rate (“SOFR”) plus a SOFR adjustment of 10 basis points and a margin that is the higher of (i) a pricing grid ranging from 135 basis points to 235 basis points plus Adjusted Daily SOFR or Adjusted Term SOFR, depending on the Company's leverage ratio (as defined in the loan documents); and (ii) a pricing grid ranging from 35 basis points to 135 basis points over the Base Rate, depending on the Company's leverage ratio.
We are also required to pay an unused fee (the “Unused Fee”) on the undrawn portion of the $400 Million Revolver. The Unused Fee is calculated on a daily basis on the unused amount of the $400 Million Revolver multiplied by (i) 0.25 % per annum in the event that the unused amount is greater than 50 % of the maximum aggregate amount of the $400 Million Revolver, or (ii) 0.20 % per annum in the event that the unused amount is equal to or less than 50 % of the maximum aggregate amount of the $400 Million Revolver. The Unused Fee is payable quarterly in arrears and on the final maturity date of the $400 Million Revolver.
We are required to comply with various financial and other covenants to draw and maintain borrowings under the $400 Million Revolver.
Amendment to the 2023 Senior Credit Facility
In September 2024, we executed an amendment to the 2023 Senior Credit Facility. Under the amendment, we may elect at our sole discretion that the Unsecured Leverage Ratio (as defined in the loan documents) may exceed 60 % but shall in no event exceed 65 % for such fiscal quarter and the next three succeeding fiscal quarters (the “Unsecured Leverage Increase Period”). Once this one-time right has been exercised and after the Unsecured Leverage Increase Period expires, the 2023 Senior Credit Facility will revert back to the prior Unsecured Leverage Ratio pursuant to which the credit availability under the 2023 Senior Credit Facility will be limited to the 60 % Unsecured Leverage Ratio for the remainder of the term of the 2023 Senior Credit Facility. We have not yet made the election under the amendment.
2024 Term Loan
In February 2024, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan document as a subsidiary guarantor, entered into a $200 million senior unsecured term loan financing (the “2024 Term Loan”) with Regions Bank. Proceeds from the 2024 Term Loan financing and advances on our $400 Million Revolver were used to repay in full a similar term loan that was scheduled to mature in February 2025.
The 2024 Term Loan has an initial maturity date of February 2027 and can be extended for two 12-month periods by the Company, subject to certain conditions. At June 30, 2025, the 2024 Term Loan was fully funded.
We pay interest on advances at varying rates, based upon, at our option, either daily, 1-, 3-, or 6-month SOFR (subject to a floor of zero basis points), plus a SOFR adjustment equal to 10 basis points and an applicable margin between 135 and 235 basis points, depending upon our leverage ratio (as defined in the loan documents).
We are required to comply with various financial and other covenants to maintain borrowings under the 2024 Term Loan.
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Amendment to 2024 Term Loan
In September 2024, we executed an amendment to the 2024 Term Loan. Under the amendment, we may elect at our sole discretion that the Unsecured Term Loan Leverage Ratio (as defined in the loan documents) may exceed 60 % but shall in no event exceed 65 % during the Unsecured Term Loan Leverage Increase Period. Once this one-time right has been exercised and after the Unsecured Term Loan Leverage Increase Period expires, the 2024 Term Loan will revert back to the prior Unsecured Term Loan Leverage Ratio pursuant to which the credit availability under the 2024 Term Loan will be limited to the 60 % Unsecured Term Loan Leverage Ratio for the remainder of the term of the 2024 Term Loan. We have not yet made the election under the amendment.
Borrowings under the 2023 Senior Credit Facility and the 2024 Term Loan are limited by the value of the Unencumbered Assets (as defined in the loan agreements).
Convertible Senior Notes and Capped Call Options
In January 2021, we entered into an underwriting agreement (the “Convertible Notes Offering”) pursuant to which the Company agreed to offer and sell an aggregate of $287.5 million of 1.50 % convertible senior notes due in 2026 (the “Convertible Notes”). The net proceeds from the Convertible Notes Offering, after deducting underwriting discounts and commissions and offering expenses payable by the Company (including net proceeds from the full exercise by the underwriters of their over-allotment option to purchase additional Convertible Notes), were approximately $280 million before consideration of the Capped Call Transactions (as described below). These proceeds were used to pay the cost of the Capped Call Transactions and to partially repay outstanding obligations under our senior credit facility that was replaced by the 2023 Senior Credit Facility and another term loan.
The Convertible Notes bear interest at a rate of 1.50 % per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The Convertible Notes will mature on February 15, 2026 (the “Maturity Date”), unless earlier converted, purchased, or redeemed. Prior to August 15, 2025, the Convertible Notes will be convertible only upon certain circumstances and during certain periods. On or after August 15, 2025 and through the Maturity Date, holders may convert any of their Convertible Notes into shares of the Company’s common stock, at the applicable conversion rate, unless the Convertible Notes have been previously purchased or redeemed by the Company. The Company recorded interest expense of $1.1 2.2 7.6 million, of which $0.4 0.7 2.00 1.0 million and $1.7 million at June 30, 2025 and December 31, 2024, respectively.
The initial conversion rate of the Convertible Notes was 83.4028 shares of common stock per $1,000 principal amount of Convertible Notes, which was equivalent to an initial conversion price of $11.99 per share of common stock based on the 37.5 % base conversion premium on the reference price of $8.72 per share. In no event will the conversion rate exceed 114.6788 shares of common stock per $1,000 principal amount of Convertible Notes, subject to certain adjustments defined in the Convertible Notes Offering. Commensurate with the declaration of dividends and distributions on our common stock and Common Units, respectively, in April 2025, the conversion rate of the Convertible Notes was adjusted to 94.15 shares of common stock per $1,000 principal amount of Convertible Notes.
In January 2021, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters or their respective affiliates and another financial institution (the “Capped Call Counterparties”). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of shares of common stock underlying the Convertible Notes. The Capped Call Transactions are generally expected to reduce the potential dilution to holders of shares of common stock upon conversion of the Convertible Notes or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction or offset subject to a cap.
The effective strike price of the Capped Call Transactions was initially $15.26 , which represented a premium of 75.0 % over the last reported sale price of our common stock on the New York Stock Exchange on January 7, 2021 and is subject to certain adjustments under the terms of the Capped Call transactions. The current strike price is $13.52 due to the adjustments related to the dividends paid during the period that the Capped Call securities have been outstanding.
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$275 Million 2025 Delayed Draw Term Loan
In March 2025, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into the $275 Million 2025 Delayed Draw Term Loan with Bank of America, N.A., as administrative agent. The $275 Million 2025 Delayed Draw Term Loan will be used to refinance a significant portion of our Convertible Notes which mature in February 2026. The $275 Million 2025 Delayed Draw Term Loan has a delayed draw feature through March 1, 2026, to ensure the funds are available through the maturity date of the Convertible Notes, and has an accordion feature which allows the Company to increase the total commitments to $325 million.
The $275 Million 2025 Delayed Draw Term Loan has an initial maturity date of March 27, 2028 and can be extended for two 12-month periods by the Company, subject to certain conditions, resulting in a fully extended maturity of March 2030. At June 30, 2025, we had not yet drawn any amounts on this loan.
Advances under the $275 Million 2025 Delayed Draw Term Loan will bear interest at varying rates based upon, at our option, either (i) Daily SOFR or Term SOFR (1-month, 3-month or 6-month), plus a SOFR adjustment of 10 basis points, plus a margin ranging from 135 basis points to 235 basis points depending on our leverage ratio, or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, the federal funds rate plus 50 basis points, and 1-month Term SOFR plus 100 basis points, plus a base rate margin ranging from 35 basis points to 135 basis points, depending on our leverage ratio.
We are also required to pay a fee on the unused portion of the $275 Million 2025 Delayed Draw Term Loan equal to the undrawn amount multiplied by an annual rate of 0.25 % of the average unused amount of the $275 Million 2025 Delayed Draw Term Loan.
During the six months ended June 30, 2025, we incurred debt issuance costs related to the $275 Million 2025 Delayed Draw Term Loan of $4.3 million. The debt issuance costs are recorded as deferred financing costs and are included in Deferred charges, net on our Condensed Consolidated Balance Sheet at June 30, 2025. Amortization of the deferred financing costs will commence when we draw on the $275 Million 2025 Delayed Draw Term Loan.
GIC Joint Venture Credit Facility
In October 2019, Summit JV MR 1, LLC (the “Borrower”), as borrower, and Summit Hospitality JV, LP (the “Parent” or “GIC Joint Venture”), as parent of the Borrower, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a credit facility that is currently $250 million (the “GIC Joint Venture Credit Facility”) with Bank of America, N.A., as administrative agent and sole initial lender, and BofA Securities, Inc., as sole lead arranger and sole bookrunner. The Operating Partnership and the Company are not borrowers or guarantors of the GIC Joint Venture Credit Facility. The GIC Joint Venture Credit Facility is guaranteed by all of the Borrower’s existing and future subsidiaries, subject to certain exceptions.
The GIC Joint Venture Credit Facility is comprised of a $125 million revolving credit facility (the “$125 Million Revolver”) and a $125 million term loan (the “$125 Million Term Loan”). The GIC Joint Venture Credit Facility has an accordion feature which allows the GIC Joint Venture to further increase the total commitments for aggregate borrowings of up to $500 million. At June 30, 2025, we had $125 million outstanding under the $125 Million Revolver and the $125 Million Term Loan was fully funded.
The interest rate on the $125 Million Revolver is based on the higher of the following:
i.Daily SOFR or Term SOFR (1-month or 3-month), plus a SOFR adjustment of 0.10 %, plus a margin of 2.15 %, or,
ii.the applicable base rate, which is the greater of the administrative agent’s prime rate, the federal funds rate plus 0.50 %, and 1-month Term SOFR plus 1.00 %, plus a base rate margin of 1.15 %.
The interest rate on the $125 Million Term Loan is five basis points less than the interest rate on the $125 Million Revolver.
In addition, on a quarterly basis, the GIC Joint Venture will be required to pay a fee on the unused portion of the GIC Joint Venture Credit Facility equal to the undrawn amount multiplied by an annual rate of 0.25 % of the average unused amount of the GIC Joint Venture Credit Facility.
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The GIC Joint Venture Credit Facility requires the GIC Joint Venture and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own the 15 properties included in the borrowing base assets, the related TRS entities that lease each of the borrowing base assets, and all other subsidiaries of the borrower and the subsidiary guarantors, subject to certain exceptions.
GIC Joint Venture Term Loan
In January and March 2022, the Operating Partnership and the GIC Joint Venture closed on a transaction with NewcrestImage Holdings, LLC and NewcrestImage Holdings II, LLC (together, “NewcrestImage”), to acquire a portfolio of 27 lodging properties, containing an aggregate of 3,709 guestrooms, and two parking structures containing 1,002 spaces, and various financial incentives, for an aggregate purchase price of $822 million (the “NCI Transaction”). In connection with the NCI Transaction, in January 2022, Summit JV MR 2, LLC, Summit JV MR 3, LLC and Summit NCI NOLA BR 184, LLC (each of which is a subsidiary of the GIC Joint Venture, and are collectively, the “Term Loan Borrower”), the GIC Joint Venture, as parent guarantor, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a $410 million senior secured term loan facility (the “GIC Joint Venture Term Loan”) with Bank of America, N.A., as administrative agent.
Neither the Operating Partnership nor the Company are borrowers or guarantors of the GIC Joint Venture Term Loan. The GIC Joint Venture Term Loan is guaranteed by the GIC Joint Venture and all of the Term Loan Borrower's existing and future subsidiaries, subject to certain exceptions.
The GIC Joint Venture Term Loan has an accordion feature that permits an increase in the total commitments by up to $190 million, for aggregate potential borrowings of up to $600 million. The GIC Joint Venture Term Loan will mature on January 13, 2026 and can be extended for one 12-month period at the option of the GIC Joint Venture, subject to certain conditions. As such, the GIC Joint Venture Term Loan has a fully extended maturity date of January 2027. In February 2023, the GIC Joint Venture entered into an amendment to the GIC Joint Venture Term Loan to amend certain definitions, revise the minimum borrowing base interest coverage ratio and make certain other changes.
At June 30, 2025, we had $396 million outstanding on the GIC Joint Venture Term Loan bearing interest at a floating rate of SOFR plus a SOFR adjustment of 10 basis points and a margin of 2.75 %.
The GIC Joint Venture Term Loan is secured primarily by a first priority pledge of the Term Loan Borrower's equity interests in the subsidiaries that hold a direct or indirect interest in the remaining 25 lodging properties and two parking facilities purchased in the NCI Transaction that constitute borrowing base assets. The GIC Joint Venture Term Loan contains terms, conditions, and covenants typical for similar credit facilities.
In July 2025, the Company closed on a new $400 million senior unsecured term loan (the "2025 GIC Joint Venture Term Loan") that refinanced and replaced the GIC Joint Venture Term Loan. The 2025 GIC Joint Venture Term Loan has an initial maturity date of July 2028 and can be extended for two 12 -month periods at the Company’s option, subject to certain conditions, for a fully extended maturity date of July 2030.
The 2025 GIC Joint Venture Term Loan provides for an interest rate equal to SOFR plus 235 basis points. Proceeds from the 2025 GIC Joint Venture Term Loan financing were used to repay in full the GIC Joint Venture Term Loan that was scheduled to mature in January 2026. Other terms of the agreement are similar to the GIC Joint Venture Term Loan.
PACE Loan
As part of the NCI Transaction, a subsidiary of the GIC Joint Venture assumed a Property Assessed Clean Energy (“PACE”) loan of approximately $6.5 million. The loan bears fixed interest at 6.10 %, has an amortization period of 20 years, and matures on July 31, 2040. The PACE loan is secured by an assessment lien imposed by the County of Tarrant, TX for the benefit of the lender. At June 30, 2025, the outstanding balance of the PACE loan was $5.8 million.
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Brickell Mortgage Loan
In June 2022, the Company entered into a joint venture (the “Brickell Joint Venture”) with C-F Brickell, LLC (“C-F Brickell”) that was the developer of the dual-branded 264 -guestroom AC Hotel by Marriott and Element Hotel in Miami, FL (together the "AC/Element Hotel"), to facilitate the exercise of a purchase option to acquire a 90 % equity interest in the Brickell Joint Venture (the "Initial Purchase Option"), which owned a 100 % interest in the AC/Element Hotel. The Brickell Joint Venture entered into a $47 million mortgage loan and non-recourse guarantee with City National Bank of Florida to fund a portion of the Initial Purchase Option.
In May 2025, the Brickell Joint Venture closed on a $58 million mortgage loan (the "Brickell Mortgage Loan") with Wells Fargo Bank, N.A., as administrative agent, the proceeds of which were primarily used to repay the $45.4 million outstanding balance of the mortgage loan with City National Bank of Florida that was scheduled to mature in June 2025.
The Brickell Mortgage Loan provides for an interest rate equal to one-month term SOFR plus 260 basis points. Payments on the Brickell Mortgage Loan are interest-only during the term of the loan, subject to certain financial requirements. The Brickell Mortgage Loan will mature in May 2028, and can be extended for two 12-month periods at the option of the Brickell Joint Venture, subject to certain conditions.
Mortgage Loan Repayment
NOTE 6 - LEASES
The Company has operating leases related to the land under certain lodging properties, conference centers, parking spaces, automobiles, our corporate office, and miscellaneous office equipment. These leases have remaining terms of one year to 73 years, some of which include options to extend the leases for additional years. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. At June 30, 2025 and December 31, 2024, the weighted-average operating lease term was approximately 31.4 years and 31.8 years, respectively, and our weighted-average incremental borrowing rate for leases was 4.8
Certain of our lease agreements include rental payments based on a percentage of revenue over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or restrictive covenants that materially affect our business. In addition, we lease certain owned real estate to third parties. We recorded gross third-party tenant income of $1.3 million and $0.6 million during the three months ended June 30, 2025 and 2024, respectively, and $2.4 million and $1.4 million during the six months ended June 30, 2025 and 2024, respectively, in Other income, net on our Condensed Consolidated Statements of Operations.
For each of the three months ended June 30, 2025 and 2024, the Company's total operating lease cost was $1.1 1.1 million and $1.0 million during the three months ended June 30, 2025 and 2024, respectively.
For each of the six months ended June 30, 2025 and 2024, the Company's total operating lease cost was $2.3 2.1 million and $2.0 million, respectively.
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Operating lease maturities at June 30, 2025 are as follows (in thousands):
| For the Year Ending December 31, | Amount | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
Total lease payments (1) | ||||||||
| Less: Imputed interest | ( | |||||||
| Total | $ | |||||||
(1)Certain payments above include future increases to the minimum fixed rent based on the Consumer Price Index in effect at the initial measurement of the lease balances.
NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING
Information about our derivative financial instruments at June 30, 2025 and December 31, 2024 is as follows (dollars in thousands):
| Notional Amount | Fair Value | |||||||||||||||||||||||||||||||||||||||||||
| Contract Date | Effective Date | Expiration Date | Average Annual Effective Fixed Rate | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
Operating Partnership: | ||||||||||||||||||||||||||||||||||||||||||||
| June 11, 2018 | December 31, 2018 | December 31, 2025 | % | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| July 26, 2022 | January 31, 2023 | January 31, 2027 | % | |||||||||||||||||||||||||||||||||||||||||
| July 26, 2022 | January 31, 2023 | January 31, 2029 | % | |||||||||||||||||||||||||||||||||||||||||
| June 5, 2025 | June 2, 2025 | May 15, 2028 | % | ( | ||||||||||||||||||||||||||||||||||||||||
| Total Operating Partnership | ||||||||||||||||||||||||||||||||||||||||||||
GIC Joint Venture: | ||||||||||||||||||||||||||||||||||||||||||||
| March 24, 2023 | July 1, 2023 | January 13, 2026 | % | |||||||||||||||||||||||||||||||||||||||||
| March 24, 2023 | July 1, 2023 | January 13, 2026 | % | |||||||||||||||||||||||||||||||||||||||||
| January 19, 2024 | October 1, 2024 | January 13, 2026 | % | |||||||||||||||||||||||||||||||||||||||||
Total GIC Joint Venture | ||||||||||||||||||||||||||||||||||||||||||||
Total | % | (1) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
(1) Represents the weighted-average effective interest rate of our current interest rate swaps at June 30, 2025.
At June 30, 2025, debt related to our wholly-owned properties and our pro rata share of joint venture debt has a fixed-rate debt ratio of approximately 75 % of our total pro rata indebtedness when taking into consideration interest rate swaps that are currently in effect.
At June 30, 2025 and December 31, 2024, we had $683 million and $625 million, respectively, of debt with variable interest rates that had been converted to fixed interest rates through derivative financial instruments which are carried at fair value. Differences between carrying value and fair value of our fixed-rate debt are primarily due to changes in interest rates. Inherently, fixed-rate debt is subject to fluctuations in fair value as a result of changes in the current market rate of interest on the valuation date.
In June 2025, the Operating Partnership entered into a $58 million interest rate swap related to the Brickell Mortgage Loan to fix one-month term SOFR until May 2028. The interest rate swap has an effective date of June 2, 2025 and a termination date of May 15, 2028.
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Our interest rate swaps have been designated as cash flow hedges and are valued using a market approach, which is a Level 2 valuation technique. At June 30, 2025, all except for one of our interest rate swaps were in an asset position, and at December 31, 2024, all of our interest rate swaps were in an asset position. Derivative assets related to our interest rate swaps are recorded in Other assets and derivative liabilities are recorded in Accrued expenses on our Condensed Consolidated Balance Sheets. We are not required to post any collateral related to these agreements and are not in breach of any financial provisions of the agreements.
Changes in the fair value of the hedging instruments are deferred in Accumulated other comprehensive income on our Condensed Consolidated Balance Sheets and are reclassified to Interest expense on our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings. In the next 12 months, we estimate that $4.3 million will be reclassified from Accumulated other comprehensive income and recorded as a decrease to Interest expense.
We characterize the realized and unrealized gain or loss related to derivative financial instruments designated as cash flow hedges as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Unrealized (loss) gain recognized in Accumulated other comprehensive income (loss) on derivative financial instruments | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Gain reclassified from Accumulated other comprehensive income to Interest expense | $ | $ | $ | $ | ||||||||||||||||||||||
Total interest expense and other finance expense presented on the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded | $ | $ | $ | $ | ||||||||||||||||||||||
NOTE 8 - EQUITY
Common Stock
The Company is authorized to issue up to 500,000,000 0.01 one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares possess the exclusive voting power.
Changes in Common Stock during the six months ended June 30, 2025 and 2024 were as follows:
| 2025 | 2024 | ||||||||||
| Beginning shares of Common Stock outstanding | |||||||||||
| Common Unit redemptions | |||||||||||
| Repurchases of Common Stock | ( | ||||||||||
Grants under the Equity Plan (as defined below in Note 12 - Equity-Based Compensation) | |||||||||||
| Annual grants to independent directors | |||||||||||
| Performance and time-based share forfeitures | ( | ( | |||||||||
| Shares acquired for employee withholding requirements | ( | ( | |||||||||
| Ending shares of Common Stock outstanding | |||||||||||
Preferred Stock
The Company is authorized to issue up to 100,000,000 0.01 89,600,000 is currently undesignated, 6,400,000 shares have been designated as 6.25 % Series E Cumulative Redeemable Preferred Stock (the “Series E Preferred Stock”) and 4,000,000 shares have been designated as 5.875 % Series F Cumulative Redeemable Preferred Stock (the “Series F Preferred Stock”).
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The Company's outstanding shares of preferred stock (collectively, “Preferred Shares”) rank senior to our Common Stock and on parity with each other with respect to the payment of dividends and distributions of assets in the event of a liquidation, dissolution, or winding up. The Preferred Shares do not have maturity dates and are not subject to mandatory redemption or sinking fund requirements. The Series E Preferred Stock is redeemable by the Company at its election. The Company may not redeem the Series F Preferred Stock prior to August 12, 2026, except in limited circumstances relating to the Company’s continuing qualification as a REIT or in connection with certain changes in control. When redeemable, the Company may, at its option, redeem the applicable Preferred Shares, in whole or from time to time in part, by payment of $25 per share, plus any accumulated, accrued and unpaid dividends up to, but not including the date of redemption. If the Company does not exercise its rights to redeem the Preferred Shares upon certain changes in control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of the Company’s Common Stock based on a defined formula, subject to a share cap, or alternative consideration. The share cap on each share of Series E Preferred Stock and Series F Preferred Stock is 3.1686 and 5.8275 shares of Common Stock, respectively, all subject to certain adjustments.
The Company pays dividends at an annual rate of $1.5625 for each share of Series E Preferred Stock and $1.46875 for each share of Series F Preferred Stock. Dividend payments are made quarterly in arrears on or about the last day of February, May, August, and November of each year.
2025 Share Repurchase Program
On April 29, 2025, our Board of Directors authorized the repurchase of up to $50 million of our Common Stock (the “2025 Share Repurchase Program”). Repurchases may be made from time to time at management’s discretion, at prices management considers to be attractive, through open market purchases, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. We have no obligation to repurchase any shares under the program, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Share Repurchase Program does not have an expiration date.
During the three and six months ended June 30, 2025 the Company repurchased 3,585,179 15.4 4.30 34.6 million remained available for repurchase under the 2025 Stock Repurchase Program.
NOTE 9 - NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS
Non-controlling Interests in Operating Partnership
Pursuant to the limited partnership agreement of our Operating Partnership, the unaffiliated third parties who hold Common Units have the right to request that we redeem their Common Units in exchange for cash based upon the fair value of an equivalent number of our shares of Common Stock at the time of redemption; however, the Company has the option to redeem Common Units with shares of our Common Stock on a one -for-one basis. The number of shares of our Common Stock issuable upon redemption of Common Units may be adjusted upon the occurrence of certain events such as share dividend payments, share subdivisions or combinations.
During the six months ended June 30, 2025, 2.9 million Common Units were converted to shares of our Common Stock. The conversion was recorded based on the average value per Common Unit on the original issuance dates. NewcrestImage and other unaffiliated third parties collectively owned 13,009,276 and 15,933,073 of Common Units at June 30, 2025 and December 31, 2024, respectively, which represents approximately 11 % and 13 % of the outstanding Common Units, respectively.
We classify outstanding Common Units held by unaffiliated third parties as Non-controlling interests, a component of equity on our Condensed Consolidated Balance Sheets. The portion of net income (loss) allocated to these Common Units is included on the Company’s Condensed Consolidated Statements of Operations as Net income (loss) attributable to non-controlling interests.
Non-controlling Interests in Consolidated Joint Ventures
At June 30, 2025, the Company is a partner with a majority equity interest in the three joint ventures described below, which are consolidated on our Condensed Consolidated Financial Statements. The portion of net income (loss) allocated to these non-controlling interests is included on the Company’s Condensed Consolidated Statements of Operations as Income attributable to non-controlling interests.
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GIC Joint Venture
In July 2019, the Company entered into the GIC Joint Venture to acquire assets that align with the Company’s current investment strategy and criteria. The Company serves as general partner and asset manager of the GIC Joint Venture and has historically and in the future intends to invest 51 % of the equity capitalization of the limited partnership, with GIC investing the remaining 49 %. The Company earns fees for providing services to the GIC Joint Venture and has the potential to earn incentive fees based on the GIC Joint Venture achieving certain return thresholds. At June 30, 2025, the GIC Joint Venture owns 41 lodging properties containing 5,732 guestrooms in 11 states.
The GIC Joint Venture owns the lodging properties through master REITs (the “Master REIT”) and subsidiary REITs (the “Subsidiary REIT”). All of the lodging properties owned by the GIC Joint Venture are leased to taxable REIT subsidiaries of the Subsidiary REITs (the “Subsidiary REIT TRSs”). To qualify as a REIT, the Master REIT and each Subsidiary REIT must meet all of the REIT requirements provided in the Internal Revenue Code, as amended. Taxable income related to the Subsidiary REIT TRSs is subject to federal, state and local income taxes at applicable tax rates.
Brickell Joint Venture
In June 2022, the Company entered into the Brickell Joint Venture to complete the exercise of the Initial Purchase Option. Our joint venture partner, C-F Brickell, owns the remaining 10 % equity interest in the Brickell Joint Venture. The Company has a second option to purchase the remaining 10 % equity interest in the Brickell Joint Venture from C-F Brickell in December 2026 at its market value on the exercise date. The Company serves as the managing member of the Brickell Joint Venture.
Onera Joint Venture
In October 2022, the Company entered into the Onera Joint Venture with the acquisition of a 90 % equity interest in the Onera Joint Venture. Our joint venture partner, Onera Opportunity Fund I, LP, a developer of alternative accommodation properties, owns the remaining 10 % equity interest in the Onera Joint Venture. The Company serves as the managing member of the Onera Joint Venture. The Onera Joint Venture owns a 100 % fee simple interest in real property and improvements located in Fredericksburg, TX.
The Onera Joint Venture recently completed development of the second phase of the property in Fredericksburg, TX. As of June 30, 2025, the property consists of 35 units.
Redeemable Non-controlling Interests
In connection with the NCI Transaction, Summit Hotel GP, LLC, a wholly-owned subsidiary of the Company and the sole general partner of the Operating Partnership, on its own behalf as general partner of the Operating Partnership and on behalf of the limited partners of the Operating Partnership, on January 13, 2022, entered into the Tenth Amendment (the “Tenth Amendment”) to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, to provide for the issuance of up to 2,000,000 Series Z Preferred Units. The Series Z Preferred Units rank on a parity with the Operating Partnership’s 6.25 % Series E and 5.875 % Series F Preferred Units and holders will receive quarterly distributions at a rate of 5.25 % per year. From issuance until the tenth anniversary of their issuance, the Series Z Preferred Units will be redeemable at the holder’s request at any time, or in connection with a change of control of the Company, for cash or shares of the Company’s 5.25 % Series Z Cumulative Perpetual Preferred Stock (which will be designated and authorized following receipt of notice of redemption by the holder of the Series Z Preferred Units) at the Company’s election, on a one -for-one basis. After the fifth anniversary of issuance, the Company may redeem the Series Z Preferred Units for cash at a redemption amount of $25 per unit. For a 90-day period immediately following both the tenth and the eleventh anniversaries of their issuance or in connection with a change of control of the Company, the Series Z Preferred Units will be redeemable at the holder’s request for cash at a redemption amount of $25 per unit. In January 2022 and March 2022, in connection with the NCI Transaction, the Operating Partnership issued an aggregate of 2,000,000
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NOTE 10 - FAIR VALUE MEASUREMENT
The following table presents information about our financial instruments measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, we classify assets and liabilities based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Disclosures concerning financial instruments measured at fair value are as follows (in thousands):
| Fair Value Measurements at June 30, 2025 using | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Onera Purchase Option | ||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||
| Fair Value Measurements at December 31, 2024 using | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Onera Purchase Option | ||||||||||||||||||||||||||
The Onera Purchase Option does not have a readily determinable fair value. The fair value was estimated using the Black-Scholes model and was based on unobservable inputs for which there is little or no market information available. As such, we were required to develop assumptions to estimate the fair value of the Onera Purchase Option as follows (dollars in thousands):
| Exercise price | $ | |||||||
First option exercise date (1) | 10/1/2024 | |||||||
| Expected volatility | % | |||||||
| Risk free rate | % | |||||||
| Expected annualized equity dividend yield | % | |||||||
(1)The first option exercise date is the date used for estimating the fair value of the purchase option. The Onera Purchase Option became exercisable in September 2024 when construction of the lodging development was complete, and the property was open for business.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Franchise Agreements
All of our lodging properties (with the exception of the Onera Joint Venture property and the Nordic Lodge - Steamboat Springs, CO) operate under franchise agreements with major hotel franchisors. The initial terms of our franchise agreements generally range from 10 to 30 years with various extension provisions. Each franchisor receives franchise fees ranging from 3 % to 6 % of each lodging property’s room revenue, and some agreements require that we pay marketing fees of up to 4 % of room revenue. In addition, some of these franchise agreements require that we deposit into a reserve fund for capital expenditures up to 5 % of the lodging property's gross room revenue to ensure that we comply with the franchisor's standards and requirements. We also pay fees to our franchisors for services related to reservation and information systems. We expensed fees related to our franchise agreements of $15.0 million and $14.2 million for the three months ended June 30, 2025 and 2024, respectively, and $28.8 million and $27.6 million for the six months ended June 30, 2025 and 2024, respectively.
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Management Agreements
Our lodging properties operate pursuant to management agreements with various professional third-party management companies. The remaining terms of our management agreements range from month-to-month to 12 years and have various extension provisions. Each management company receives a base management fee, which is a percentage of total lodging property revenues. In addition, our lodging property management agreements generally provide that the lodging property manager can earn an incentive fee for hotel-level Earnings Before Interest, Taxes, Depreciation and Amortization over certain thresholds of a required investment return. In some cases, there are also monthly fees for certain services, such as accounting and shared services, based on the number of guestrooms. Generally, there are also incentive fees payable to our property managers based on attaining certain financial thresholds at lodging properties under their management. Management fee expenses were $4.4 8.9 million and $9.3 million for the six months ended June 30, 2025 and 2024, respectively.
Litigation
We are involved from time to time in litigation arising in the ordinary course of business. There are currently no pending legal actions that we believe would have a material effect on our consolidated financial position or results of operations.
NOTE 12 - EQUITY-BASED COMPENSATION
Our 2024 Equity Incentive Plan, which became effective May 22, 2024, and previously, the 2011 Equity Incentive Plan (collectively, the “Equity Plan”), provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other stock-based awards.
Stock options granted may be either incentive stock options or non-qualified stock options. Vesting terms may vary with each grant. At June 30, 2025, we only have outstanding restricted stock awards. All of our outstanding equity-based awards are classified as equity awards.
Time-Based Restricted Stock Awards Made Pursuant to Our Equity Plan
The following table summarizes time-based restricted stock award activity under our Equity Plan:
| Number of Shares | Weighted-Average Grant Date Fair Value | Aggregate Current Value | ||||||||||||||||||
| (per share) | (in thousands) | |||||||||||||||||||
| Non-vested at December 31, 2024 | $ | $ | ||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ( | |||||||||||||||||||
| Forfeited | ( | |||||||||||||||||||
| Non-vested at June 30, 2025 | $ | $ | ||||||||||||||||||
The awards vest over a three-year period based on continuous service (25 50 % on the third anniversary of the grant date).
The awards granted to our executive officers generally vest over a three-year period based on continuous service (25 50 % on the third anniversary of the grant date) or in certain circumstances upon a change in control.
The holders of these time-based restricted stock awards have the right to vote their unvested restricted shares of Common Stock and receive all dividends declared and paid whether or not vested. The fair value of time-based restricted stock awards granted is calculated based on the market value of our Common Stock on the date of grant.
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Performance-Based Restricted Stock Awards Made Pursuant to Our Equity Plan
The following table summarizes performance-based restricted stock activity under the Equity Plan:
| Number of Shares | Weighted-Average Grant Date Fair Value (1) | Aggregate Current Value | ||||||||||||||||||
| (per share) | (in thousands) | |||||||||||||||||||
| Non-vested at December 31, 2024 | $ | $ | ||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ( | |||||||||||||||||||
| Forfeited | ( | |||||||||||||||||||
| Non-vested at June 30, 2025 | $ | $ | ||||||||||||||||||
(1) Amounts represent the expected future value of the performance-based restricted stock awards calculated using the Monte Carlo simulation valuation model.
Our performance-based restricted stock awards are market-based awards and are accounted for based on the fair value of our Common Stock on the grant date. The fair value of the performance-based restricted stock awards granted was estimated using a Monte Carlo simulation valuation model. These awards generally vest over a three-year period based on our total shareholder return relative to the total shareholder return of certain companies within the Dow Jones U.S. Hotels Index (or in the event such index is discontinued, or its methodology significantly changed, a comparable index selected by the Compensation Committee of the Board of Directors) at the end of the period or upon a change in control. The awards require continued service during the measurement period, except in the case of certain terminations of employment or in the case of a change in control and are subject to the other conditions described in the Equity Plan or award document.
The number of shares the executive officers may earn under these awards range from zero shares to twice the number of shares granted based on our percentile ranking within the Index at the end of the performance period. In addition, a portion of the performance-based shares may be earned based on the Company's absolute total shareholder return calculated during the performance period.
The holders of these performance-based restricted stock awards have the right to vote their unvested restricted shares of Common Stock, and any dividends declared accrue and will be subject to the same vesting conditions as the performance awards. Further, if additional shares are earned based on our percentile ranking within the index, dividends will be paid as if the additional shares had been held throughout the entire performance period.
Equity-Based Compensation Expense
Equity-based compensation expense included in Corporate general and administrative expenses on the Condensed Consolidated Statements of Operations is as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Time-based restricted stock | $ | $ | $ | $ | ||||||||||||||||||||||
| Performance-based restricted stock | ||||||||||||||||||||||||||
Director stock (1) | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
(1) Represents annual stock awards to members of our Board of Directors that vest immediately upon grant.
We recognize equity-based compensation expense ratably over the vesting periods. The amount of expense may be subject to adjustment in future periods due to forfeitures of time-based restricted stock.
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Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $14.4 million at June 30, 2025 and will be recorded as follows (in thousands):
| Total | 2025 | 2026 | 2027 | 2028 | |||||||||||||||||||||||||||||||
| Time-based restricted stock | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Performance-based restricted stock | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
NOTE 13 - INCOME TAXES
We have elected to be taxed as a REIT. As a REIT, we are generally not subject to corporate-level income taxes on taxable income we distribute to our stockholders.
Income related to our TRS Lessees is subject to federal, state, and local taxes at applicable corporate tax rates. Our consolidated tax provision includes the income tax provision related to the operations of the TRS Lessees as well as state and local income taxes related to the Operating Partnership. For the three and six months ended June 30, 2025, we have utilized the discrete effective tax rate method under ASC No. 740, Income Taxes—Interim Reporting to calculate our interim income tax provision. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full year to ordinary income (loss) for the reporting period.
We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. Certain of our TRS Lessees have incurred operating losses in the past and the realizability of certain of our deferred tax assets as of June 30, 2025 is not reasonably assured. Therefore, we have recorded a valuation allowance of $2.2 million against a portion of our deferred tax assets at June 30, 2025. We may reverse the valuation allowance in the future as additional evidence becomes available to support the realizability of the deferred tax assets.
We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. In general, we are not subject to tax examinations by tax authorities for years before 2022. In the normal course of business, we are subject to examination by federal, state, and local jurisdictions where applicable. We had no unrecognized tax benefits at June 30, 2025. We expect no significant increase or decrease in unrecognized tax benefits due to changes in tax positions within the next year.
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NOTE 14 - EARNINGS PER SHARE
The following is a summary of the components used to calculate basic and diluted earnings per share (in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Adjusted for: | ||||||||||||||||||||||||||
| Distributions to and accretion of redeemable non-controlling interests | ( | ( | ( | ( | ||||||||||||||||||||||
| Preferred dividends | ( | ( | ( | ( | ||||||||||||||||||||||
| (Income) loss from non-controlling interests in joint ventures | ( | |||||||||||||||||||||||||
| Dividends paid on unvested time-based restricted stock | ( | ( | ( | ( | ||||||||||||||||||||||
| Allocation of loss (income) to participating securities | ( | ( | ||||||||||||||||||||||||
| Numerator for (loss) income per common stockholder - basic | ( | ( | ||||||||||||||||||||||||
| Adjusted for: | ||||||||||||||||||||||||||
| Allocation of income to participating securities (1) | ||||||||||||||||||||||||||
| Numerator for (loss) income per common stockholder - diluted | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average common shares outstanding - basic | ||||||||||||||||||||||||||
| Adjusted for: | ||||||||||||||||||||||||||
| Dilutive effect of equity-based compensation awards | ||||||||||||||||||||||||||
| Effect of assumed conversion of convertible debt | ||||||||||||||||||||||||||
| Effect of assumed conversion of Operating Partnership units | ||||||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | ||||||||||||||||||||||||||
| Net (loss) income per share available to common stockholders: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
(1) Balances reflect potentially dilutive securities issuable based on the estimated vesting of performance-based restricted stock assuming that the reporting date is the vesting date and unvested time-based restricted stock using the treasury stock method. These shares were not included for the three and six months ending June 30, 2025 since their inclusion would have been anti-dilutive.
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NOTE 15 - SUPPLEMENTAL CASH FLOW INFORMATION
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash consists of certain funds maintained in escrow for property taxes, insurance, and certain capital expenditures. Funds may be disbursed from the account upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves.
Supplemental cash flow information is as follows (in thousands):
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash payments for interest | $ | $ | ||||||||||||
| Accrued improvements to lodging properties | $ | $ | ||||||||||||
| Cash payments for income taxes, net of refunds | $ | $ | ||||||||||||
| Accrued and unpaid dividends on unvested performance-based restricted stock | $ | $ | ||||||||||||
NOTE 16 - SEGMENT INFORMATION
We have investments in lodging properties located in 25 states of the USA. Our lodging properties derive revenue primarily from guestroom sales, food and beverage sales, and revenues from other lodging services and amenities. Our President and Chief Executive Officer, who serves as our Chief Operating Decision Maker, evaluates the performance, makes capital allocation decisions, and manages the overall operating and investing strategy of each hotel individually. As such, we consider each lodging property to be an operating segment. Each of our properties has similar economic characteristics and risks, facilities, and services and distribute their products and services in the same manner through third-party management companies. Therefore, all of our lodging properties are aggregated into a single reportable segment. The accounting policies of the lodging property segment are the same as those described in “Note 2 - Basis of Presentation and Significant Accounting Policies” to the Condensed Consolidated Financial Statements. Our measure of segment assets is total assets as reported on our Condensed Consolidated Balance Sheets.
On a regular basis, the segment's performance is assessed, and decisions are made related to the allocation of resources primarily based on lodging property earnings before interest, taxes, depreciation and amortization (“Hotel EBITDA”) by comparing Hotel EBITDA results to budgets and forecasts, prior period results, and industry or peer group benchmarks. Additionally, the CODM considers other performance metrics such as total revenue, revenue per available room (“RevPAR”), average daily rate (“ADR”), occupancy, and hotel gross operating profit to assess operating performance.
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Lodging revenues and Hotel EBITDA, including significant lodging expenses for our single reportable operating segment, are as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Lodging property revenues: | ||||||||||||||||||||||||||
| Room | $ | $ | $ | $ | ||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
Lodging property expenses: | ||||||||||||||||||||||||||
| Room | ||||||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||
| Property taxes, insurance and other | ||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||
| Property operations & maintenance | ||||||||||||||||||||||||||
| Utility costs | ||||||||||||||||||||||||||
| Management fees | ||||||||||||||||||||||||||
| Other lodging property expenses | ||||||||||||||||||||||||||
Total lodging property expenses | ||||||||||||||||||||||||||
Hotel EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||
A reconciliation of Income from continuing operations before income taxes as shown on our Condensed Consolidated Statements of Operations to Hotel EBITDA is as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
| Adjusted for: | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Corporate general and administrative | ||||||||||||||||||||||||||
| Loss (gain) on disposal of assets, net | ( | ( | ||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Gain on extinguishment of debt | ( | ( | ||||||||||||||||||||||||
| Other income, net | ( | ( | ( | ( | ||||||||||||||||||||||
Hotel EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||
NOTE 17 - SUBSEQUENT EVENTS
Dividends
On August 1, 2025, our Board of Directors declared quarterly cash dividends and distributions of $0.08 per share on our Common Stock and per Common Unit of the Operating Partnership and cash dividends of $0.390625 per share of 6.25 0.3671875 per share of 5.875 0.328125 per share of the Operating Partnership's unregistered 5.250 % Series Z Cumulative Perpetual Preferred Units. The dividends and distributions are payable on August 29, 2025 to holders of record as of August 15, 2025.
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Debt Refinancing
In July 2025, the Company closed on a new $400 million senior unsecured term loan (the "2025 GIC Joint Venture Term Loan") that refinanced and replaced the GIC Joint Venture Term Loan. The 2025 GIC Joint Venture Term Loan has an initial maturity date of July 2028 and can be extended for two 12 -month periods at the Company’s option, subject to certain conditions, for a fully extended maturity date of July 2030.
The 2025 GIC Joint Venture Term Loan provides for an interest rate equal to SOFR plus 235 basis points. Proceeds from the 2025 GIC Joint Venture Term Loan financing were used to repay in full the GIC Joint Venture Term Loan that was scheduled to mature in January 2026. Other terms of the agreement are similar to the GIC Joint Venture Term Loan.
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PART I - FINANCIAL INFORMATION
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2024, and our unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Unless stated otherwise or the context otherwise requires, references in this report to “we,” “our,” “us,” “our company” or “the company” mean Summit Hotel Properties, Inc. and its consolidated subsidiaries.
Cautionary Statement about Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “forecast,” “project,” “potential,” “continue,” “likely,” “will,” “would” or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and the ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:
•global, national, regional and local economic and geopolitical conditions and events, including wars or potential hostilities, such as future terrorist attacks, that may negatively affect business transient, group and other travel or consumer behavior;
•changes in federal or state regulations or policies, such as the effect of significantly increased tariffs or retaliatory responses to increased tariffs, that could affect our business;
•macroeconomic conditions related to, and our ability to manage, inflationary pressures for commodities, labor and other costs of our business;
•consumer purchasing power and overall behavior, or a potential recessionary environment, which could adversely affect our costs, liquidity, consumer confidence, and demand for travel and lodging;
•levels of spending for business and leisure travel;
•adverse changes in occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”) and other lodging property operating metrics;
•potential changes in operations, including as a result of new regulations or changes in brand standards;
•financing risks, including the risk of leverage and the corresponding risk of default on our existing indebtedness and potential inability to refinance or extend the maturities of our existing indebtedness;
•effects of infectious disease outbreaks or pandemics;
•default by borrowers to which we lend or provide seller financing;
•supply and demand factors in our markets or sub-markets;
•the effect of alternative accommodations on our business;
•financial condition of, and our relationships with, third-party property managers and franchisors;
•the degree and nature of our competition;
•increased interest rates or continued high rates of interest;
•increased renovation costs, which may cause actual renovation costs to exceed our current estimates;
•supply-chain disruption, which may reduce access to operating supplies or construction materials and increase related costs;
•changes in zoning laws;
•significant increases in the cost of real property taxes;
•significant increases in insurance costs or availability;
•risks associated with lodging property acquisitions, including the ability to ramp up and stabilize newly acquired lodging properties with limited or no operating history or that require substantial amounts of capital improvements for us to earn economic returns consistent with our expectations at the time of acquisition;
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•risks associated with dispositions of lodging properties, including our ability to successfully complete the sale of lodging properties under contract to be sold, including the risk that the purchaser may not have access to the capital needed to complete the purchase;
•the nature of our structure and transactions such that our federal and state taxes are complex and there is risk of successful challenges to our tax positions by the Internal Revenue Service (“IRS”) or other federal and state taxing authorities;
•availability of and the abilities of our property managers and us to retain qualified personnel at our lodging property and corporate offices;
•our failure to maintain our qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “IRC”);
•changes in our business or investment strategy;
•availability, terms and deployment of capital;
•general volatility of the capital markets and the market price of our common stock;
•environmental uncertainties and risks related to natural disasters;
•our ability to recover fully under third-party indemnities or our existing insurance policies for insurable losses and our ability to maintain adequate or full replacement cost “all-risk” property insurance policies on our properties on commercially reasonable terms;
•the effect of a data breach or significant disruption of property operator information technology networks as a result of cyber-attacks that are greater than insurance coverages or indemnities from service providers;
•our ability to manage rapidly advancing artificial intelligence technology related to our business;
•our ability to effectively manage our joint ventures with our joint venture partners;
•current and future changes to the IRC;
•our ability to continue to maintain an effective corporate responsibility program;
•our ability to successfully execute our share repurchase program or implement future share repurchase programs;
•the announced share repurchase program may not result in the full authorized amount being expended to repurchase shares of our common stock and could affect our share price and volatility; and
•the other factors discussed under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Overview
Summit Hotel Properties, Inc. is a self-managed lodging property investment company that was organized in June 2010 and completed its initial public offering in February 2011. We focus on owning lodging properties with efficient operating models that generate strong margins and investment returns. Our lodging properties are typically located in markets with multiple demand generators such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, and leisure attractions. Substantially all of our assets are held by, and all of our operations are conducted through, our operating partnership, Summit Hotel OP, LP (the “Operating Partnership”). Through a wholly-owned subsidiary, we are the sole general partner of the Operating Partnership. At June 30, 2025, we owned, directly and indirectly, approximately 89% of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding 6.25% Series E and 5.875% Series F preferred units of limited partnership interest. NewcrestImage Holdings, LLC and NewcrestImage Holdings II, LLC own all of the issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units of the Operating Partnership (“Series Z Preferred Units”), which was issued as part of the NCI Transaction (as defined in “Note 5 -Debt” to the accompanying Condensed Consolidated Financial Statements). We collectively refer to preferred units of limited partnership interests of our Operating Partnership as “Preferred Units.”
At June 30, 2025, our portfolio consisted of 97 lodging properties with a total of 14,577 guestrooms located in 25 states of the United States of America. We own our lodging properties in fee simple, except for seven lodging properties which are subject to ground leases or subleases. As of June 30, 2025, we own 100% of the outstanding equity interests in 53 of the 97 lodging properties. We own a 51% controlling interest in 41 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. (“GIC”), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). We also own 90% equity interests in two separate joint ventures (the “Brickell Joint Venture” and the “Onera Joint Venture”). The Brickell Joint Venture owns two lodging properties, and the Onera Joint Venture owns one lodging property.
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Our hotel properties primarily operate under premium franchise brands owned by Marriott® International, Inc. (“Marriott”), Hilton® Worldwide (“Hilton”), Hyatt® Hotels Corporation (“Hyatt”) and InterContinental® Hotels Group (“IHG”). We also own two independent lodging properties.
We have elected to be taxed as a REIT for federal income tax purposes commencing with our short taxable year ended December 31, 2011. To qualify as a REIT, we cannot operate or manage our lodging properties. Accordingly, all of our lodging properties are leased to our taxable REIT subsidiaries (“TRS Lessees” or “TRSs”). All of our lodging properties are operated pursuant to lodging property management agreements between our TRS Lessees and professional, third-party lodging property management companies that are not affiliated with us as follows:
| Management Company | Number of Properties | Number of Guestrooms | ||||||||||||
| Affiliates of Aimbridge Hospitality, LLC | 50 | 7,525 | ||||||||||||
| OTO Development, LLC | 11 | 1,560 | ||||||||||||
| Affiliates of Magna Hospitality Group, L.C. | 10 | 1,619 | ||||||||||||
| Stonebridge AG真人官方ty Advisors, Inc. and affiliates | 7 | 1,042 | ||||||||||||
| Crestline Hotels & Resorts, LLC | 7 | 926 | ||||||||||||
| Affiliates of Marriott, including Courtyard Management Corporation, SpringHill SMC Corporation and Residence Inn by Marriott, Inc. | 4 | 563 | ||||||||||||
| White Lodging Services Corporation | 2 | 453 | ||||||||||||
| Hersha Hospitality Management | 2 | 338 | ||||||||||||
Concord Hospitality Enterprises Company, LLC (1) | 2 | 264 | ||||||||||||
| InterContinental Hotel Group Resources, Inc., an affiliate of IHG | 1 | 252 | ||||||||||||
| Blink Data Services, LLC | 1 | 35 | ||||||||||||
| Total | 97 | 14,577 | ||||||||||||
(1) Effective July 1, 2025, Concord Hospitality Enterprises Company, LLC was replaced with MIA Hospitality Management, LLC.
Our typical lodging property management agreement requires us to pay a base fee to our lodging property manager calculated as a percentage of lodging property revenues. In addition, our typical lodging property management agreements generally provide that the lodging property manager can earn an incentive fee for hotel-level Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) over certain thresholds of a required investment return to us. Our TRS Lessees may employ other lodging property managers in the future. We currently do not have any ownership or economic interest in any of the lodging property management companies engaged by our TRS Lessees. However, we have a purchase option to acquire a 10% to 15% equity interest in the entity that owns the Onera brand, which is an affiliate of Blink Data Services, LLC, if we reach certain investment thresholds in Onera-branded properties.
Our revenues are derived from lodging property operations and consist of room revenue, food and beverage revenue and other lodging property operations revenue. Revenues from our other lodging property operations consist of ancillary revenues related to parking, cancellation fees, meeting rooms and other guest services provided at certain of our lodging properties.
Recent Developments
On April 29, 2025, our Board of Directors authorized the repurchase of up to $50 million of our common stock (the “2025 Share Repurchase Program”). Repurchases may be made from time to time at management’s discretion, at prices management considers to be attractive, through open market purchases, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act, and other applicable legal requirements. We have no obligation to repurchase any shares under the program, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Share Repurchase Program does not have an expiration date.
During the six months ended June 30, 2025, the Company repurchased 3,585,179 shares of our Common Stock under the 2025 Share Repurchase Program for an aggregate purchase price and commissions of $15.4 million, or an average of approximately $4.30 per share. As of June 30, 2025, approximately $34.6 million remained available for repurchase under the 2025 Stock Repurchase Program.
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Industry Trends and Outlook
Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of demand, and therefore lodging revenues, include changes in gross domestic product, corporate profits, capital investments, employment, and consumer and corporate sentiment. From a cost perspective, elevated inflation increased the cost of salaries, wages, supplies, material, freight, insurance and energy in recent years. A portion of these costs were partially offset by increases in average rates for lodging properties. Expense growth has moderated to a pace consistent with historical long-term inflation rates; however, certain costs remain above historical levels and could be further affected by changes in tariff policies and agreements.
During the six months ended June 30, 2025, we experienced a modest same-store revenue decline resulting primarily from a reduction in government-related and inbound international travel. Recent policy changes, including tariff policies, as well as continued concerns related to inflationary pressures, have created macroeconomic uncertainty which has had a negative effect on consumer and corporate sentiment and spending. This has resulted in modest near-term pricing pressure in certain demand segments. The medium- and long-term outlook for the industry remains favorable as forecasted room night demand growth and increases in average daily rate, coupled with minimal supply growth, are expected to drive industry RevPAR growth over the next several years.
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Our Lodging Property Portfolio
According to current chain scales as defined by STR Global (“STR”), as of June 30, 2025, six of our lodging properties with a total of 953 guestrooms are categorized as Upper-upscale hotels, 74 of our lodging properties with a total of 11,296 guestrooms are categorized as Upscale hotels and 15 of our lodging properties with a total of 2,248 guestrooms are categorized as Upper-midscale hotels. We have two independent lodging properties that are not categorized by STR. Lodging property information at June 30, 2025 is as follows:
| Franchise/Brand | Number of Lodging Properties | Number of Guestrooms | ||||||||||||
| Marriott | ||||||||||||||
| Courtyard by Marriott | 16 | 2,848 | ||||||||||||
| Residence Inn by Marriott | 16 | 2,256 | ||||||||||||
| AC Hotel by Marriott | 6 | 1,026 | ||||||||||||
| SpringHill Suites by Marriott | 6 | 775 | ||||||||||||
| TownePlace Suites | 2 | 225 | ||||||||||||
| Marriott | 1 | 165 | ||||||||||||
| Fairfield Inn & Suites by Marriott | 1 | 140 | ||||||||||||
| Element by Marriott | 1 | 108 | ||||||||||||
| Total Marriott | 49 | 7,543 | ||||||||||||
| Hilton | ||||||||||||||
| Hilton Garden Inn | 8 | 1,224 | ||||||||||||
| Hampton Inn & Suites | 8 | 1,162 | ||||||||||||
| Homewood Suites | 3 | 369 | ||||||||||||
| Embassy Suites | 2 | 346 | ||||||||||||
| Canopy Hotel | 2 | 326 | ||||||||||||
| Hampton Inn | 1 | 250 | ||||||||||||
| DoubleTree by Hilton | 1 | 210 | ||||||||||||
| Total Hilton | 25 | 3,887 | ||||||||||||
| Hyatt | ||||||||||||||
| Hyatt Place | 13 | 1,893 | ||||||||||||
| Hyatt House | 3 | 466 | ||||||||||||
| Total Hyatt | 16 | 2,359 | ||||||||||||
| IHG | ||||||||||||||
| Holiday Inn Express & Suites | 3 | 471 | ||||||||||||
| Staybridge Suites | 1 | 121 | ||||||||||||
| Hotel Indigo | 1 | 116 | ||||||||||||
| Total IHG | 5 | 708 | ||||||||||||
| Independent | ||||||||||||||
| Nordic Lodge | 1 | 45 | ||||||||||||
| Onera | 1 | 35 | ||||||||||||
| Total Independent | 2 | 80 | ||||||||||||
| Total | 97 | 14,577 | ||||||||||||
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Lodging Property Portfolio Activity
We continually evaluate alternatives to refine our portfolio to drive growth and create value. In the normal course of business, we evaluate opportunities to acquire additional properties that meet our investment criteria and opportunities to recycle capital through the disposition of properties. As such, the composition and size of our portfolio of properties may change materially over time. Significant changes to our portfolio of properties could have a material effect on our Condensed Consolidated Financial Statements.
See “Note 3 - Investments in Lodging Property, net” to the Condensed Consolidated Financial Statements for further information related to lodging property acquisitions and dispositions.
Results of Operations
The comparisons that follow should be reviewed in conjunction with the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Comparison of the Three Months Ended June 30, 2025 with the Three Months Ended June 30, 2024
The following table contains key operating metrics for our portfolio for the three months ended June 30, 2025 compared with the three months ended June 30, 2024 (dollars in thousands, except ADR and RevPAR).
Three Months Ended June 30, | Quarter-over-Quarter | Quarter-over-Quarter | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Dollar Change | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total Portfolio (97 properties) | Same-Store (1) Portfolio (95 properties) | Total Portfolio (96 properties) | Same-Store Portfolio (95 properties) | Total Portfolio (97/96 properties) | Same-Store Portfolio (95 properties) | Total Portfolio (97/96 properties) | Same-Store Portfolio (95 properties) | ||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Room | $ | 170,599 | $ | 164,992 | $ | 173,025 | $ | 171,173 | $ | (2,426) | $ | (6,181) | (1.4) | % | (3.6) | % | |||||||||||||||||||||||||||||||||||||
| Food and beverage | 11,195 | 11,002 | 10,069 | 10,020 | 1,126 | 982 | 11.2 | % | 9.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Other | 11,123 | 10,951 | 10,809 | 10,689 | 314 | 262 | 2.9 | % | 2.5 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 192,917 | $ | 186,945 | $ | 193,903 | $ | 191,882 | $ | (986) | $ | (4,937) | (0.5) | % | (2.6) | % | |||||||||||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Room | $ | 39,166 | $ | 38,115 | $ | 38,044 | $ | 37,464 | $ | 1,122 | $ | 651 | 2.9 | % | 1.7 | % | |||||||||||||||||||||||||||||||||||||
| Food and beverage | 8,388 | 8,228 | 7,639 | 7,585 | 749 | 643 | 9.8 | % | 8.5 | % | |||||||||||||||||||||||||||||||||||||||||||
| Other lodging property operating expenses | 58,943 | 57,103 | 57,470 | 56,280 | 1,473 | 823 | 2.6 | % | 1.5 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 106,497 | $ | 103,446 | $ | 103,153 | $ | 101,329 | $ | 3,344 | $ | 2,117 | 3.2 | % | 2.1 | % | |||||||||||||||||||||||||||||||||||||
| Operational Statistics: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Occupancy | 77.7 | % | 77.6 | % | 77.7 | % | 77.9 | % | n/a | n/a | — | % | (0.4) | % | |||||||||||||||||||||||||||||||||||||||
| ADR | $ | 165.70 | $ | 165.04 | $ | 170.49 | $ | 170.60 | $ | (4.79) | $ | (5.56) | (2.8) | % | (3.3) | % | |||||||||||||||||||||||||||||||||||||
| RevPAR | $ | 128.79 | $ | 128.07 | $ | 132.41 | $ | 132.89 | $ | (3.62) | $ | (4.82) | (2.7) | % | (3.6) | % | |||||||||||||||||||||||||||||||||||||
(1) Same-store information includes operating results for 95 hotels owned by the Company as of January 1, 2024, and at all times during the three months ended June 30, 2025, and 2024.
38
The portfolio information above for the three months ended June 30, 2025 and 2024 reflects operating results for various portions of each period for certain lodging properties as a result of the acquisition and sales of lodging properties. The following table details how the acquisition and disposition transactions affect each reporting period:
| Portion of Operating Results Included | |||||||||||||||||||||||
| For the Three Months Ended | |||||||||||||||||||||||
| Transaction | June 30, | ||||||||||||||||||||||
| Date | 2025 | 2024 | |||||||||||||||||||||
| Sold Properties: | (Total Portfolio) | ||||||||||||||||||||||
Four Points by Marriott - San Francisco (Airport), CA | October 2024 | None | Full Period | ||||||||||||||||||||
| Courtyard by Marriott and SpringHill Suites - New Orleans, LA | April 2024 | None | Partial Period | ||||||||||||||||||||
| Hilton Garden Inn - College Station, TX | April 2024 | None | Partial Period | ||||||||||||||||||||
| Acquired Properties: | |||||||||||||||||||||||
| Hampton Inn - Revere (Boston), MA | December 2024 | Full Period | None | ||||||||||||||||||||
| Hilton Garden Inn - Tysons Corner (Vienna), WA | December 2024 | Full Period | None | ||||||||||||||||||||
Changes from the three months ended June 30, 2025 compared with the three months ended June 30, 2024 were due to the following:
•Revenues and RevPAR. Room revenues for our total portfolio during the second quarter of 2025 compared with the second quarter of 2024 decreased by $2.4 million as a result of a $6.2 million decrease in same-store revenues driven by reduced government-related and inbound international travel, partially offset by a $3.8 million increase in room revenues due to the net effect of the acquisition of two lodging properties (the "2024 Acquired Properties") and the sale of four lodging properties (the "2024 Partial Year Sold Properties").
Occupancy was flat and ADR decreased by 2.8% for the total portfolio during the second quarter of 2025, which resulted in a 2.7% decrease in RevPAR. On a same-store basis, we experienced a decrease of 0.4% in occupancy and a 3.3% decrease in ADR during the second quarter of 2025. This resulted in a decrease in same-store RevPAR of 3.6% for the second quarter of 2025. The declines in ADR were driven by a modest shift in mix towards lower rated demand segments.
•Room Expenses. Room expenses for our total portfolio for the second quarter of 2025 compared with the second quarter of 2024 increased $1.1 million as a result of a $0.7 million increase in same-store room expenses primarily driven by an increase in labor and benefits expenses, and a $0.4 million increase in room expenses due to the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Partial Year Sold Properties.
•Food and Beverage Revenues and Expenses. Total portfolio food and beverage revenues increased $1.1 million for the second quarter of 2025 compared with the second quarter of 2024 primarily due to a $1.0 million increase in same-store food and beverage revenues driven by the modification of certain breakfast programs and special events. Total portfolio food and beverage expenses increased by $0.7 million as a result of a $0.6 million increase in same-store food and beverage expenses primarily to support the increase in food and beverage revenues.
•Other Lodging Property Operating Revenues and Expenses. Other lodging property operating revenues for our total portfolio during the second quarter of 2025 compared with the second quarter of 2024 increased $0.3 million primarily due to an increase in same-store parking and resort fees.
The $1.5 million increase in other lodging property operating expenses for the total portfolio for the three months ended June 30, 2025 in comparison with the three months ended June 30, 2024 was attributable to a $0.8 million increase in same-store other lodging property operating expenses combined with a $0.7 million increase due to the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Partial Year Sold Properties. The same-store increase was driven by increased labor costs, maintenance costs, and utilities.
39
The following table includes other consolidated income and expenses for the three months ended June 30, 2025 compared with the three months ended June 30, 2024 (dollars in thousands):
Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Dollar Change | Percentage Change | |||||||||||||||||||||||
| Property taxes, insurance and other | $ | 13,706 | $ | 13,287 | $ | 419 | 3.2 | % | ||||||||||||||||||
| Management fees | 4,411 | 4,434 | (23) | (0.5) | % | |||||||||||||||||||||
| Depreciation and amortization | 37,259 | 36,458 | 801 | 2.2 | % | |||||||||||||||||||||
| Corporate general and administrative | 8,280 | 8,704 | (424) | (4.9) | % | |||||||||||||||||||||
| (Loss) gain on disposal of assets, net | (80) | 28,342 | (28,422) | nm¹ | ||||||||||||||||||||||
| Interest expense | 20,628 | 20,830 | (202) | (1.0) | % | |||||||||||||||||||||
| Interest income | 301 | 565 | (264) | (46.7) | % | |||||||||||||||||||||
| Gain on extinguishment of debt | — | 3,000 | (3,000) | nm¹ | ||||||||||||||||||||||
| Other income, net | 858 | 2,129 | (1,271) | (59.7) | % | |||||||||||||||||||||
| Income tax expense | 1,178 | 2,375 | (1,197) | (50.4) | % | |||||||||||||||||||||
¹ Not meaningful.
Changes for the three months ended June 30, 2025 compared with the three months ended June 30, 2024 were due to the following:
•Property Taxes, Insurance and Other. The increase in Property taxes, insurance and other during the three months ended June 30, 2025 is primarily due to a $0.6 million increase in property taxes, partially offset by a $0.3 million decrease in insurance premiums, combined with a $0.1 million increase from the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Partial Year Sold Properties.
•Management Fees. Management fees decreased slightly during the three months ended June 30, 2025 primarily due to lower same-store revenues for the period.
•Depreciation and Amortization. Depreciation and amortization increased by $0.8 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase of $1.1 million in depreciation and amortization as a result of the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Partial Year Sold Properties, partially offset by a $0.3 million decrease in same-store depreciation and amortization, as the reduction from fully depreciated assets exceeded the depreciation of assets placed in service as a result of completed renovations.
•Corporate General and Administrative. Corporate general and administrative expenses decreased by $0.4 million during the three months ended June 30, 2025 primarily due to a decrease in corporate employee-related costs.
•(Loss) Gain on Disposal of Assets, net. (Loss) Gain on disposal of assets, net of $28.3 million for the three months ended June 30, 2024 was primarily the result of a $28.3 million gain recorded on the sale of a portfolio of two lodging properties in New Orleans, LA during the three months ended June 30, 2024.
•Interest Expense. Interest expense decreased by $0.2 million during the three months ended June 30, 2025 primarily due to lower average interest rates during the period, partially offset by an increase in the average debt outstanding during the three months ended June 30, 2025 compared to the same period of the prior year.
•Interest Income. Interest income decreased by $0.3 million during the three months ended June 30, 2025 due to non-cash interest income related to the amortization of the Onera Purchase Option recorded during the three months ended June 30, 2024, which was fully amortized in September 2024, combined with a decrease related to interest earned on money market accounts during the comparable three-month periods.
40
•Gain on Extinguishment of Debt. The gain on extinguishment of debt for the three months ended June 30, 2024 was the result of the repayment of the MetaBank Loan (as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements) in June 2024 prior to its scheduled maturity date, which resulted in a net gain on extinguishment of debt of $3.0 million after legal fees and unamortized debt issuance costs that were written-off on the closing date.
•Other Income, net. Other income, net for the three months ended June 30, 2025 consists primarily of $0.9 million of third-party tenant income, the realization of approximately $0.3 million of tax rebates related to the NCI Transaction during the period, partially offset by a net casualty loss of $0.4 million.
Other income, net for the three months ended June 30, 2024 consists primarily of $0.7 million of third-party tenant income, the realization of approximately $0.4 million of tax rebates related to the NCI Transaction during the period, $0.4 million in state grants awarded during the period, and net casualty income of $0.6 million.
•Income Tax Expense. The Company recorded a $1.2 million income tax expense during the three months ended June 30, 2025, which represents a decrease of $1.2 million from the same period in the previous year. Income tax expense varies based on changes in our forecasted effective tax rate over the course of the year and variability in quarterly net income (loss).
Comparison of the Six Months Ended June 30, 2025 with the Six Months Ended June 30, 2024
The following table contains key operating metrics for our portfolio for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 (dollars in thousands, except ADR and RevPAR):
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Dollar Change | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total Portfolio (97 properties) | Same-Store (1) Portfolio (95 properties) | Total Portfolio (96 properties) | Same-Store Portfolio (95 properties) | Total Portfolio (97/96 properties) | Same-Store Portfolio (95 properties) | Total Portfolio (97/96 properties) | Same-Store Portfolio (95 properties) | ||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Room | $ | 334,330 | $ | 325,851 | $ | 340,456 | $ | 331,421 | $ | (6,126) | $ | (5,570) | (1.8) | % | (1.7) | % | |||||||||||||||||||||||||||||||||||||
| Food and beverage | 22,185 | 21,822 | 20,902 | 20,635 | 1,283 | 1,187 | 6.1 | % | 5.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Other | 20,880 | 20,612 | 20,687 | 20,245 | 193 | 367 | 0.9 | % | 1.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 377,395 | $ | 368,285 | $ | 382,045 | $ | 372,301 | $ | (4,650) | $ | (4,016) | (1.2) | % | (1.1) | % | |||||||||||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Room | $ | 75,298 | $ | 73,346 | $ | 74,017 | $ | 72,005 | $ | 1,281 | $ | 1,341 | 1.7 | % | 1.9 | % | |||||||||||||||||||||||||||||||||||||
| Food and beverage | 16,379 | 16,048 | 15,841 | 15,603 | 538 | 445 | 3.4 | % | 2.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Other lodging property operating expenses | 115,865 | 112,766 | 113,731 | 110,350 | 2,134 | 2,416 | 1.9 | % | 2.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 207,542 | $ | 202,160 | $ | 203,589 | $ | 197,958 | $ | 3,953 | $ | 4,202 | 1.9 | % | 2.1 | % | |||||||||||||||||||||||||||||||||||||
| Operational Statistics: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Occupancy | 75.0 | % | 75.1 | % | 74.7 | % | 74.9 | % | n/a | n/a | 0.4 | % | 0.2 | % | |||||||||||||||||||||||||||||||||||||||
| ADR | $ | 169.22 | $ | 169.36 | $ | 171.57 | $ | 171.64 | $ | (2.35) | $ | (2.28) | (1.4) | % | (1.3) | % | |||||||||||||||||||||||||||||||||||||
| RevPAR | $ | 126.90 | $ | 127.17 | $ | 128.09 | $ | 128.65 | $ | (1.19) | $ | (1.48) | (0.9) | % | (1.2) | % | |||||||||||||||||||||||||||||||||||||
(1) Same-store information includes operating results for 95 hotels owned by the Company as of January 1, 2024, and at all times during the six months ended June 30, 2025, and 2024.
41
The total portfolio information above for the six months ended June 30, 2025 and 2024 reflects operating results for various portions of each period for certain lodging properties as a result of the sales and acquisitions of lodging properties. The following table details how the acquisition and disposition transactions affect each reporting period:
| Portion of Operating Results Included | |||||||||||||||||||||||
| For the Six Months Ended | |||||||||||||||||||||||
| Transaction | June 30, | ||||||||||||||||||||||
| Date | 2025 | 2024 | |||||||||||||||||||||
| Sold Properties: | (Total Portfolio) | ||||||||||||||||||||||
Four Points by Marriott - San Francisco (Airport), CA | October 2024 | None | Full Period | ||||||||||||||||||||
| Courtyard by Marriott and SpringHill Suites - New Orleans, LA | April 2024 | None | Partial Period | ||||||||||||||||||||
| Hilton Garden Inn - College Station, TX | April 2024 | None | Partial Period | ||||||||||||||||||||
| Hyatt Place - Dallas (Plano), TX | February 2024 | None | Partial Period | ||||||||||||||||||||
| Acquired Properties: | |||||||||||||||||||||||
| Hampton Inn - Revere (Boston), MA | December 2024 | Full Period | None | ||||||||||||||||||||
| Hilton Garden Inn - Tysons Corner (Vienna), WA | December 2024 | Full Period | None | ||||||||||||||||||||
Changes from the six months ended June 30, 2025 compared with the six months ended June 30, 2024 were due to the following:
•Revenues and RevPAR. Room revenues for our total portfolio for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 decreased by $6.1 million as a result of a $5.6 million decrease in same-store room revenues driven by reduced government-related and inbound international travel, and a $0.5 million decrease in room revenues due to the net effect of the acquisition of the 2024 Acquired Properties and the sale of five lodging properties (the "2024 Sold Properties").
Occupancy increased by 0.4% and ADR decreased by 1.4% for the total portfolio during the six months ended June 30, 2025, which resulted in a 0.9% decrease in RevPAR. On a same store basis, we experienced an increase of 0.2% in occupancy and a 1.3% decrease in ADR during the six months ended June 30, 2025. This resulted in a decrease in same-store RevPAR of 1.2% for the six months ended June 30, 2025. The declines in ADR were primarily driven by a modest shift in mix towards lower rated demand channels.
•Room Expenses. Room expenses for our total portfolio for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 increased by $1.3 million primarily due to an increase in same-store room expenses driven by an increase in labor costs.
•Food and Beverage Revenues and Expenses. Total portfolio food and beverage revenues for the six months ended June 30, 2025 when compared with the six months ended June 30, 2024 increased by $1.3 million due to a $1.2 million increase in same-store food and beverage revenues as a result of a 0.2% increase in occupancy combined with the modification of certain breakfast offerings. Total portfolio food and beverage expenses increased by $0.5 million primarily as a result of an increase in same-store food and beverage revenues.
•Other Revenues and Other Lodging Property Operating Expenses. Other lodging property operating revenues for our total portfolio during the six months ended June 30, 2025 compared with the six months ended June 30, 2024 increased by $0.2 million as a result of a $0.4 million increase in same-store other lodging property and operating revenues related to an increase in parking and resort/amenities fees, partially offset by a $0.2 million decrease in other lodging property operating revenues driven by the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Sold Properties.
The $2.1 million increase in other lodging property operating expenses for the total portfolio for the six months ended June 30, 2025 in comparison with the six months ended June 30, 2024 was driven by increased labor costs, sales and marketing costs, and utilities. These increases were partially offset by a $0.3 million decrease in other lodging property operating expenses due to the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Sold Properties.
42
The following table includes other consolidated income and expenses for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 (dollars in thousands):
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Dollar Change | Percentage Change | |||||||||||||||||||||||
| Property taxes, insurance and other | $ | 27,017 | $ | 27,572 | $ | (555) | (2.0) | % | ||||||||||||||||||
| Management fees | 8,906 | 9,331 | (425) | (4.6) | % | |||||||||||||||||||||
| Depreciation and amortization | 74,489 | 73,257 | 1,232 | 1.7 | % | |||||||||||||||||||||
| Corporate general and administrative | 16,851 | 17,015 | (164) | (1.0) | % | |||||||||||||||||||||
| (Loss) gain on disposal of assets, net | (79) | 28,417 | (28,496) | nm¹ | ||||||||||||||||||||||
| Interest expense | 40,584 | 42,412 | (1,828) | (4.3) | % | |||||||||||||||||||||
| Interest income | 577 | 1,023 | (446) | (43.6) | % | |||||||||||||||||||||
| Gain on extinguishment of debt | — | 3,000 | (3,000) | nm¹ | ||||||||||||||||||||||
| Other income, net | 2,088 | 2,814 | (726) | (25.8) | % | |||||||||||||||||||||
| Income tax expense | 1,932 | 2,592 | 660 | (25.5) | % | |||||||||||||||||||||
¹ Not meaningful.
Changes from the six months ended June 30, 2025 compared with the six months ended June 30, 2024 were due to the following:
•Property Taxes, Insurance and Other. The $0.6 million decrease in Property taxes, insurance and other during the six months ended June 30, 2025 is primarily due to a $0.7 million decrease in insurance premiums and the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Sold Properties, partially offset by a $0.3 million increase in property taxes.
•Management Fees. Management fees decreased during the six months ended June 30, 2025 by $0.4 million as a result of a $4.0 million decrease in same-store revenues and the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Sold Properties.
•Depreciation and Amortization. Depreciation and amortization increased by $1.2 million during the six months ended June 30, 2025 compared with the six months ended June 30, 2024 primarily due to an increase of $2.4 million in depreciation and amortization expense as a result of the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Sold Properties, partially offset by a $1.1 million decrease in same-store depreciation and amortization as the reduction from fully depreciated assets exceeded the depreciation of assets placed in service as a result of completed renovations.
•Corporate General and Administrative. Corporate general and administrative expenses decreased by $0.2 million during the six months ended June 30, 2025 compared with the six months ended June 30, 2024 primarily due to a decrease in corporate employee-related costs.
•Loss (Gain) on Disposal of Assets, net. Loss (gain) on disposal of assets, net of $28.5 million for the six months ended June 30, 2024 was primarily the result of a $28.3 million gain recorded on the sale of a portfolio of two lodging properties in New Orleans, LA during the six months ended June 30, 2024.
•Interest Expense. Interest expense decreased by $1.8 million during the six months ended June 30, 2025 primarily due to lower average interest rates during the current period.
•Interest Income. Interest income decreased by $0.4 million during the six months ended June 30, 2025 due to non-cash interest income related to the amortization of the Onera Purchase Option recorded during the six months ended June 30, 2024, which was fully amortized in September 2024, combined with a decrease related to interest earned on money market accounts for the current period.
43
•Gain on Extinguishment of Debt. The gain on extinguishment of debt for the six months ended June 30, 2024 was the result of the repayment of a mortgage loan in June 2024 prior to its scheduled maturity date, which resulted in a net gain on extinguishment of debt of $3.0 million after legal fees and unamortized debt issuance costs that were written-off on the closing date.
•Other Income, net. Other income, net for the six months ended June 30, 2025 consists primarily of third-party tenant income of $1.6 million, the realization of $0.9 million of tax rebates related to the NCI Transaction (as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements), partially offset by a net casualty loss of $0.7 million.
Other income, net for the six months ended June 30, 2024 consists primarily of third-party tenant income of $1.3 million, net casualty income of $0.9 million, the realization of $0.8 million of tax rebates related to the NCI Transaction, and $0.7 million in state grants awarded during the period, partially offset by other miscellaneous expense items totaling $0.7 million.
•Income Tax Expense. Income taxes in interim quarters are based on an estimated annual effective tax rate. The Company recorded $1.9 million in income tax expense for the six months ended June 30, 2025, which represents a decrease of $0.7 million from the six months ended June 30, 2024. Seasonality in quarterly net income (loss), and changes in the forecasted earnings causes variability in income taxes recorded in each quarter.
44
Non-GAAP Financial Measures
We disclose certain “non-GAAP financial measures,” which are measures of our historical financial performance. Non-GAAP financial measures are financial measures not prescribed by Generally Accepted Accounting Principles (“GAAP”). These measures are as follows: (i) Funds From Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”), (ii) Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Earnings before Interest, Taxes, Depreciation and Amortization for AG真人官方 Estate (“EBITDAre”) and Adjusted EBITDAre (as described below). We caution investors that amounts presented in accordance with our definitions of non-GAAP financial measures may not be comparable to similar measures disclosed by other companies, since not all companies calculate these non-GAAP financial measures in the same manner. Our non-GAAP financial measures should be considered along with, but not as alternatives to, net income (loss) as a measure of our operating performance. Our non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions, debt service obligations and other commitments and uncertainties. Although we believe that our non-GAAP financial measures can enhance the understanding of our financial condition and results of operations, these non-GAAP financial measures are not necessarily better indicators of any trend as compared to a comparable measure prescribed by GAAP such as net income (loss).
FFO and AFFO
As defined by the National Association of AG真人官方 Estate Investment Trusts (“Nareit”), FFO represents net income or loss (computed in accordance with GAAP), excluding preferred dividends, gains (or losses) from sales of real property, impairment losses on real estate assets, items classified by GAAP as extraordinary, the cumulative effect of changes in accounting principles, plus depreciation and amortization related to real estate assets, and adjustments for unconsolidated partnerships, and joint ventures. AFFO represents FFO excluding amortization of deferred financing costs, franchise fees, equity-based compensation expense, debt transaction costs, premiums on redemption of preferred shares, losses from net casualties, non-cash lease expense, non-cash interest income and non-cash income tax related adjustments to our deferred tax assets. Unless otherwise indicated, we present FFO and AFFO applicable to our Common Stock and Common Units. We present FFO and AFFO because we consider FFO and AFFO important supplemental measures of our operational performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO and AFFO when reporting their results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and AFFO exclude depreciation and amortization related to real estate assets, gains and losses from real property dispositions and impairment losses on real estate assets, FFO and AFFO provide performance measures that, when compared year over year, reflect the effect to operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. Our computation of FFO differs slightly from the computation of Nareit-defined FFO related to the reporting of corporate depreciation and amortization expense, which is de minimis. Our computation of FFO may also differ from the methodology for calculating FFO used by other equity REITs and, accordingly, may not be comparable to such other REITs. FFO and AFFO should not be considered as alternatives to net income (loss) (computed in accordance with GAAP), as an indicator of our liquidity, nor are they indicative of funds available to meet our cash needs, including our ability to pay dividends or make distributions. Where indicated in this Quarterly Report on Form 10-Q, FFO is based on our computation of FFO and not the computation of Nareit-defined FFO unless otherwise noted.
45
The following is an unaudited reconciliation of our Net income, determined in accordance with GAAP, to FFO and AFFO (in thousands, except per share/unit amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income | $ | 2,037 | $ | 38,698 | $ | 2,660 | $ | 41,531 | ||||||||||||||||||
| Preferred dividends | (3,968) | (3,968) | (7,938) | (7,938) | ||||||||||||||||||||||
| Distributions to and accretion of redeemable non-controlling interests | (657) | (657) | (1,314) | (1,314) | ||||||||||||||||||||||
| Loss (income) related to non-controlling interests in consolidated joint ventures | 769 | 1,375 | (514) | 737 | ||||||||||||||||||||||
| Net (loss) income applicable to common shares and Common Units | (1,819) | 35,448 | (7,106) | 33,016 | ||||||||||||||||||||||
| AG真人官方 estate-related depreciation | 36,694 | 35,266 | 73,357 | 70,869 | ||||||||||||||||||||||
| Loss (gain) on disposal of assets and other dispositions, net | 80 | (28,342) | 79 | (28,417) | ||||||||||||||||||||||
| FFO adjustments related to non-controlling interests in consolidated joint ventures | (8,069) | (7,438) | (16,248) | (15,046) | ||||||||||||||||||||||
| FFO applicable to common shares and Common Units | 26,886 | 34,934 | 50,082 | 60,422 | ||||||||||||||||||||||
| Amortization of deferred financing costs | 1,677 | 1,621 | 3,350 | 3,240 | ||||||||||||||||||||||
| Amortization of franchise fees | 175 | 161 | 350 | 325 | ||||||||||||||||||||||
| Amortization of intangible assets, net | 262 | 911 | 524 | 1,822 | ||||||||||||||||||||||
| Equity-based compensation | 2,789 | 2,635 | 4,705 | 4,483 | ||||||||||||||||||||||
| Debt transaction costs | 15 | 17 | 15 | 581 | ||||||||||||||||||||||
| Gain on extinguishment of debt | — | (3,000) | — | (3,000) | ||||||||||||||||||||||
| Non-cash interest income | — | (133) | — | (266) | ||||||||||||||||||||||
| Non-cash lease expense, net | 133 | 149 | 266 | 222 | ||||||||||||||||||||||
| Casualty losses (gains), net | 430 | (607) | 724 | (881) | ||||||||||||||||||||||
| Deferred tax expense (benefit) | 843 | — | 1,168 | (3) | ||||||||||||||||||||||
| Other | — | 50 | — | 362 | ||||||||||||||||||||||
| AFFO adjustments related to non-controlling interests in consolidated joint ventures | (503) | (368) | (1,118) | (941) | ||||||||||||||||||||||
| AFFO applicable to common shares and Common Units | $ | 32,707 | $ | 36,370 | $ | 60,066 | $ | 66,366 | ||||||||||||||||||
| FFO per share of common share/Common Unit | $ | 0.22 | $ | 0.28 | $ | 0.40 | $ | 0.49 | ||||||||||||||||||
| AFFO per common share/Common Unit | $ | 0.27 | $ | 0.29 | $ | 0.49 | $ | 0.54 | ||||||||||||||||||
| Weighted-average diluted common shares/Common Units | 123,125 | 123,834 | 123,742 | 123,664 | ||||||||||||||||||||||
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The following is an unaudited reconciliation of weighted-average diluted shares of Common Stock to non-GAAP weighted-average diluted shares of Common Shares and Common Units for FFO and AFFO (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | 107,633 | 149,451 | 107,820 | 149,112 | ||||||||||||||||||||||
| Adjusted for: | ||||||||||||||||||||||||||
Non-GAAP adjustment for restricted stock awards (1) | 2,483 | — | 2,393 | — | ||||||||||||||||||||||
Non-GAAP adjustment for dilutive effects of Common Units (2) | 13,009 | — | 13,529 | — | ||||||||||||||||||||||
Non-GAAP adjustment for dilutive effect of shares of common stock issuable upon conversion of convertible debt (3) | — | (25,617) | — | (25,448) | ||||||||||||||||||||||
Non-GAAP weighted diluted share of common stock and Common Units (3) | 123,125 | 123,834 | 123,742 | 123,664 | ||||||||||||||||||||||
(1) The weighted-average diluted shares of Common Stock and Common Units used to calculate FFO and AFFO per share of Common Stock and Common Units for the three and six months ended June 30, 2025 are added to the weighted average diluted common shares outstanding since the weighted average diluted common shares outstanding exclude the dilutive effect of our outstanding restricted stock awards because they would have been antidilutive.
The weighted-average diluted shares of Common Stock and Common Units used to calculate FFO and AFFO per share of Common Stock and Common Units for the three and six months ended June 30, 2024 includes the dilutive effect of our outstanding restricted stock awards.
(2) The Company includes the outstanding OP units issued by Summit Hotel OP, LP, the Company’s operating partnership, held by limited partners other than the Company because the OP units are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one-for-one basis. The weighted average common shares outstanding - diluted included the OP units for the three and six months ended June 30, 2024 since those units were included in our calculation of our fully diluted earnings per share calculation.
(3) The weighted-average shares of Common Stock and Common Units used to calculate FFO and AFFO per share of Common Stock and Common Unit for the three and six months ended June 30, 2025 and 2024 exclude the potential dilution related to our Convertible Notes as we intend to settle the Convertible Notes at maturity in cash.
AFFO applicable to shares of common stock and Common Units decreased by $3.7 million for the three months ended June 30, 2025 compared with the three months ended June 30, 2024 and decreased by $6.3 million for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 primarily as a result of a decrease in Hotel EBITDA due to a decline in same-store RevPAR combined with a decrease in Hotel EBITDA from the net effect of the acquisition of the 2024 Acquired Properties during the three and six months ended June 30, 2024, and the sale of the 2024 Partial Year Sold Properties during the three months ended June 30, 2024, and the sale of the 2024 Sold Properties during the six months ended June 30, 2024.
EBITDA, EBITDAre and Adjusted EBITDAre
EBITDA
EBITDA represents net income or loss, excluding: (i) interest, (ii) income tax expense and (iii) depreciation and amortization. We believe EBITDA is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results. Our management team also uses EBITDA as one measure in determining the value of acquisitions and dispositions.
EBITDAre and Adjusted EBITDAre
EBITDAre is based on EBITDA and is expected to provide additional relevant information about REITs as real estate companies in support of growing interest among generalist investors. EBITDAre is intended to be a supplemental non-GAAP performance measure that is independent of a company’s capital structure and will provide a uniform basis to measure the enterprise value of a company compared to other REITs.
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EBITDAre, as defined by Nareit, is calculated as EBITDA, excluding: (i) loss and gains on disposition of property and (ii) asset impairments, if any. We believe EBITDAre is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.
We make additional adjustments to EBITDAre when evaluating our performance, such as adjustments related to the provision for credit losses, because we believe that the exclusion of certain additional non-recurring or certain non-cash items described below provides useful supplemental information to investors regarding our on-going operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.
The following is an unaudited reconciliation of our Net income, determined in accordance with GAAP, to EBITDA, EBITDAre and Adjusted EBITDAre, (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income | $ | 2,037 | $ | 38,698 | $ | 2,660 | $ | 41,531 | ||||||||||||||||||
| Depreciation and amortization | 37,259 | 36,458 | 74,489 | 73,257 | ||||||||||||||||||||||
| Interest expense | 20,628 | 20,830 | 40,584 | 42,412 | ||||||||||||||||||||||
| Interest income on cash deposits | (132) | (264) | (245) | (421) | ||||||||||||||||||||||
| Income tax expense | 1,178 | 2,375 | 1,932 | 2,592 | ||||||||||||||||||||||
| EBITDA | 60,970 | 98,097 | 119,420 | 159,371 | ||||||||||||||||||||||
| Loss (gain) on disposal of assets and other dispositions, net | 80 | (28,342) | 79 | (28,417) | ||||||||||||||||||||||
EBITDAre | 61,050 | 69,755 | 119,499 | 130,954 | ||||||||||||||||||||||
| Amortization of key money liabilities | (129) | (121) | (258) | (242) | ||||||||||||||||||||||
| Equity-based compensation | 2,789 | 2,635 | 4,705 | 4,483 | ||||||||||||||||||||||
| Debt transaction costs | 15 | 17 | 15 | 581 | ||||||||||||||||||||||
| Gain on extinguishment of debt | — | (3,000) | — | (3,000) | ||||||||||||||||||||||
| Non-cash interest income | — | (133) | — | (266) | ||||||||||||||||||||||
| Non-cash lease expense, net | 133 | 149 | 266 | 222 | ||||||||||||||||||||||
| Casualty losses (gains), net | 430 | (607) | 724 | (881) | ||||||||||||||||||||||
| Other | — | 50 | — | 362 | ||||||||||||||||||||||
| Loss (income) related to non-controlling interests in consolidated joint ventures | 769 | 1,375 | (514) | 737 | ||||||||||||||||||||||
| Adjustments related to non-controlling interests in consolidated joint ventures | (14,138) | (14,200) | (28,511) | (28,229) | ||||||||||||||||||||||
Adjusted EBITDAre | $ | 50,919 | $ | 55,920 | $ | 95,926 | $ | 104,721 | ||||||||||||||||||
Adjusted EBITDAre decreased $5.0 million for the three months ended June 30, 2025 in comparison with the three months ended June 30, 2024 and decreased $8.8 million for the six months ended June 30, 2025 in comparison with the six months ended June 30, 2024 primarily as a result of a decrease in Hotel EBITDA due to a decline in same-store RevPAR combined with a decrease in Hotel EBITDA from the net effect of the acquisition of the 2024 Acquired Properties during the three and six months ended June 30, 2024, and the sale of the 2024 Partial Year Sold Properties during the three months ended June 30, 2024. and the sale of the 2024 Sold Properties during the six months ended June 30, 2025.
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Liquidity and Capital Resources
Our short-term cash obligations consist primarily of operating expenses and other expenditures directly associated with our lodging properties, recurring maintenance and capital expenditures necessary to maintain our lodging properties in accordance with internal and brand standards, capital expenditures to improve our lodging properties, interest payments, settlement of interest rate swaps, scheduled principal payments on outstanding indebtedness, restricted cash funding obligations, our joint venture acquisitions and capital requirements, contractual lease payments, corporate overhead, and dividends and distributions to our stockholders and unitholders when declared and paid. Our corporate overhead primarily consists of employee compensation expenses, professional fees, corporate insurance and rent expenses. Cash requirements for our corporate overhead expenses (excluding non-cash equity-based compensation), which are generally paid from operating cash flows, were $12.1 million and $12.5 million, for the six months ended June 30, 2025 and 2024, respectively. We generally expect our corporate overhead expenses to remain consistent with the level of our operating activities and market conditions for goods and services.
Our long-term cash obligations consist primarily of dividends and distributions, scheduled debt payments, including maturing loans, capital required for renovations and other non-recurring capital expenditures that periodically are made with respect to our lodging properties, and lease obligations.
Our sources of cash are primarily from operating cash flows, sales of lodging properties, principal and interest payments from borrowers on notes receivable, and debt financing including available balances on our revolving loans.
The Operating Partnership has $125 million of interest rate swaps and the GIC Joint Venture has $300 million of interest rate swaps that expire within the next 12 months. If we are unable to replace these expiring interest rate swaps with other financial instruments that will hedge our variable interest rate risk to the same extent, or at all, our interest expense may increase upon expiration of these interest rate swaps.
At June 30, 2025, we have scheduled debt principal payments in the next 12 months totaling $0.5 million in addition to our convertible notes totaling $287.5 million which mature in February 2026. In March 2025, we closed a $275 million delayed draw term loan (the "$275 Million 2025 Delayed Draw Term Loan") that will be used to refinance a significant portion of our convertible notes upon maturity. The $275 Million 2025 Delayed Draw Term Loan has a delayed draw feature through March 1, 2026 to ensure the funds are available through the maturity date of the convertible notes. In addition, in May 2025, we closed on a $58 million mortgage loan (the "Brickell Mortgage Loan") with Wells Fargo Bank, N.A., as administrative agent, to refinance the loan with City National Bank of Florida that matured in June 2025.
We have obtained financing through debt instruments having staggered maturities and intend to continue to do so in the future. Our debt includes, and may include in the future, debt secured by equity pledges, debt secured by first priority mortgage liens on certain lodging properties and unsecured debt. Our outstanding indebtedness requires us to comply with various financial and other covenants. We are in compliance with such financial and other covenants and expect to continue to be in compliance over the next four quarters. We believe that we will have adequate liquidity to meet the requirements for scheduled maturities and principal repayments. However, we can provide no assurance that we will be able to refinance our indebtedness as it becomes due and, if refinanced, whether such refinancing will be available on favorable terms.
In June 2025, the Operating Partnership entered into a $58 million interest rate swap related to the Brickell Mortgage Loan to fix one-month term SOFR until May 2028. The interest rate swap has an effective date of June 2, 2025 and a termination date of May 15, 2028. Pursuant to the interest rate swap, we will pay a fixed rate of 3.57% and receive the one-month term SOFR floating rate index.
To satisfy the requirements for qualification as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute annually at least 90% of our REIT taxable income to our stockholders, determined without regard to the deduction for dividends paid and excluding any net capital gains. We intend to distribute a sufficient amount of our taxable income to maintain our status as a REIT and to avoid tax on undistributed income. Because we anticipate distributing a substantial amount of our available cash from operations, if sufficient funds are not available to us from lodging property dispositions, our senior revolving credit and term loan facilities and other loans, we may need to raise additional capital to grow our business.
From time to time, we may repurchase shares of our common stock pursuant to our 2025 Share Repurchase Program. Currently, approximately $34.6 million is authorized for the repurchase of our common stock under the program.
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Outstanding Indebtedness
At June 30, 2025, we had $25 million in borrowings under our $400 Million Revolver, $200 million outstanding on our $200 Million Term Loan, and $200 million outstanding on our 2024 Term Loan (each of such credit facilities are defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements). Each of the credit facilities was supported by the 53 lodging properties included in the credit facility borrowing base. We also had $287.5 million of Convertible Notes (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements) outstanding.
At June 30, 2025, the GIC Joint Venture had $250 million outstanding under the GIC Joint Venture Credit Facility (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements), which included borrowings of $125 million on its $125 Million Term Loan and $125 million on its $125 Million Revolver. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the equity interests in the subsidiaries that own the 15 lodging property borrowing base assets, and the related TRS entities, which wholly own the TRS Lessees. See “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements for additional information.
To complete the NCI Transaction during the first quarter of 2022, the GIC Joint Venture entered into the GIC Joint Venture Term Loan (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements) that was originally secured by the 27 lodging properties (25 lodging properties at June 30, 2025) and two parking garages acquired in the transaction, and assumed a Property Assessed Clean Energy (“PACE”) loan totaling $6.5 million. The outstanding balances of the GIC Joint Venture Term Loan and the PACE loan at June 30, 2025 were $396 million and $5.8 million, respectively.
On May 15, 2025, the Company closed on a $58 million mortgage loan (the “Brickell Mortgage Loan”) for our dual-branded 264-guestroom AC Hotel by Marriott and Element Hotel in Miami, FL, with Wells Fargo Bank, N.A., as administrative agent, the proceeds of which were primarily used to repay the remaining $45.4 million balance of the mortgage loan with City National Bank of Florida that was scheduled to mature in June of 2025. The outstanding balance of the Brickell Mortgage Loan was $58 million at June 30, 2025.
The GIC Joint Venture has a mortgage loan outstanding totaling $12.4 million related to the acquisition of the Embassy Suites in Tucson, AZ in December 2021.
In July 2025, the Company closed a new $400 million senior unsecured term loan (the "2025 GIC Joint Venture Term Loan") that refinanced and replaced the GIC Joint Venture Term Loan (as defined in Note 5 - Debt to the Condensed Consolidated Financial Statements). The 2025 GIC Joint Venture Term Loan has an initial maturity date of July 2028 and can be extended for two 12-month periods at the Company’s option, subject to certain conditions, for a fully extended maturity date of July 2030.
As a result of the 2025 GIC Joint Venture Term Loan financing and the $275 Million 2025 Delayed Draw Term Loan financing that will be used to repay our $287.5 million Convertible Debt when it becomes due in February 2026, the Company has virtually no debt maturities until 2028 and has an average length to maturity of approximately 4.0 years.
For more information concerning our indebtedness, see “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements.
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A summary of our debt at June 30, 2025 is as follows (dollars in thousands):
| Lender | Interest Rate | Initial Maturity Date | Fully Extended Maturity Date | Number of Encumbered Properties | Principal Amount Outstanding | |||||||||||||||||||||||||||||||||
| OPERATING PARTNERSHIP DEBT: | ||||||||||||||||||||||||||||||||||||||
| 2023 Senior Credit Facility | ||||||||||||||||||||||||||||||||||||||
| Bank of America, NA | ||||||||||||||||||||||||||||||||||||||
$400 Million Revolver (1) | 6.37% Variable | 6/21/2027 | 6/21/2028 | n/a | $ | 25,000 | ||||||||||||||||||||||||||||||||
$200 Million Term Loan (1) | 6.33% Variable | 6/21/2026 | 6/21/2028 | n/a | 200,000 | |||||||||||||||||||||||||||||||||
| Total Senior Credit Facility | 225,000 | |||||||||||||||||||||||||||||||||||||
| Convertible Notes | 1.50% Fixed | 2/15/2026 | 2/15/2026 | n/a | 287,500 | |||||||||||||||||||||||||||||||||
| Term Loans | ||||||||||||||||||||||||||||||||||||||
Regions Bank 2024 Term Loan Facility (1) | 6.33% Variable | 2/26/2027 | 2/26/2029 | n/a | 200,000 | |||||||||||||||||||||||||||||||||
| $275 Million 2025 Delayed Draw Term Loan | 6.32% Variable | 3/27/2028 | 3/27/2030 | n/a | — | |||||||||||||||||||||||||||||||||
| 200,000 | ||||||||||||||||||||||||||||||||||||||
Total Operating Partnership Debt | 712,500 | |||||||||||||||||||||||||||||||||||||
| JOINT VENTURE DEBT: | ||||||||||||||||||||||||||||||||||||||
| Brickell Joint Venture Mortgage Loan | ||||||||||||||||||||||||||||||||||||||
| Wells Fargo Bank, N.A. | 6.92% Variable | 5/15/2028 | 5/15/2030 | 2 | 58,000 | |||||||||||||||||||||||||||||||||
| GIC Joint Venture Credit Facility and Term Loans | ||||||||||||||||||||||||||||||||||||||
| Bank of America, N.A. | ||||||||||||||||||||||||||||||||||||||
$125 Million Revolver (2) | 6.58% Variable | 9/15/2027 | 9/15/2028 | n/a | 125,000 | |||||||||||||||||||||||||||||||||
$125 Million Term Loan (2) | 6.53% Variable | 9/15/2027 | 9/15/2028 | n/a | 125,000 | |||||||||||||||||||||||||||||||||
Bank of America, N.A. Term Loan (3) | 7.19% Variable | 1/13/2026 | 1/13/2027 | n/a | 396,037 | |||||||||||||||||||||||||||||||||
| Wells Fargo | 4.99% Fixed | 6/6/2028 | 6/6/2028 | 1 | 12,391 | |||||||||||||||||||||||||||||||||
| PACE loan | 6.10% Fixed | 7/31/2040 | 7/31/2040 | n/a | 5,775 | |||||||||||||||||||||||||||||||||
| Total GIC Joint Venture Credit Facility and Term Loans | 1 | 664,203 | ||||||||||||||||||||||||||||||||||||
| Total Joint Venture Debt | 3 | 722,203 | ||||||||||||||||||||||||||||||||||||
| Total Debt | 3 | $ | 1,434,703 | |||||||||||||||||||||||||||||||||||
(1) The 2023 Senior Credit Facility and the Regions Bank 2024 Term Loan are supported by a borrowing base of 53 unencumbered hotel properties.
(2) The $125 Million Revolver and the $125 Million Term Loan are secured by pledges of the equity in the entities that own 15 lodging properties and affiliated entities.
(3) The GIC Joint Venture Term Loan is secured by pledges of the equity in the entities that own 25 lodging properties and two parking garages and affiliated entities.
Capital Expenditures
During the six months ended June 30, 2025, we funded $34.6 million in capital expenditures on a consolidated basis. When taking into consideration only our pro rata portion related to our joint ventures, capital expenditures for the six months ended June 30, 2025 were $29.8 million. We anticipate spending approximately $60 million to $65 million on capital expenditures on a pro rata basis during 2025. We expect to fund these expenditures through a combination of cash flows from operations and borrowings on our $400 Million Revolver, or other potential sources of capital, to the extent available to us.
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Cash Flows
Unaudited cash flow information is as follows (in thousands):
| Six Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||
| Net cash provided by operating activities | $ | 74,686 | $ | 78,475 | $ | (3,789) | ||||||||||||||
| Net cash (used in) provided by investing activities | (39,102) | 50,658 | (89,760) | |||||||||||||||||
| Net cash used in financing activities | (35,718) | (124,262) | 88,544 | |||||||||||||||||
| Net change in cash, cash equivalents and restricted cash | $ | (134) | $ | 4,871 | $ | (5,005) | ||||||||||||||
Changes from the six months ended June 30, 2025 compared with the six months ended June 30, 2024 were due to the following:
•Net cash provided by operating activities. Cash provided by operating activities for the six months ended June 30, 2025 was the result of net income of $86.9 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, partially offset by changes in working capital of $12.2 million. Cash provided by operating activities for the six months ended June 30, 2024 was the result of net income of $91.4 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, partially offset by a net change in working capital of $12.9 million.
•Net cash (used in) provided by investing activities. Cash used in investing activities for the six months ended June 30, 2025 was primarily due to $40.2 million of renovation and development expenditures, partially offset by the net cash proceeds of $1.2 million related to the sale of an undeveloped land parcel in San Antonio, TX in February 2025.
Cash provided by investing activities for the six months ended June 30, 2024 was due to the net cash proceeds of $92.2 million from the sale of the Hyatt Place - Dallas (Plano), TX in February 2024, the sale of the Hilton Garden Inn - College Station, TX in April 2024, and the sale of the Courtyard by Marriott and SpringHill Suites - New Orleans, LA in April 2024, partially offset by $41.5 million of renovation and development expenditures.
•Net cash used in financing activities. Cash used in financing activities for the six months ended June 30, 2025 was primarily related to the payment of dividends and distributions of approximately $40.7 million, repurchases of our common stock of approximately $15.4 million, financing costs of approximately $5.4 million primarily related to the $275 Million 2025 Delayed Draw Term Loan, and $1.6 million related to employee withholding requirements on vested restricted stock, partially offset by net proceeds from the Brickell Mortgage Loan totaling $12.6 million, net borrowings on our line of credit of $15 million, and joint venture contributions of $0.8 million.
Cash used in financing activities for the six months ended June 30, 2024 was primarily related to the repayment of our MetaBank and Bank of the Cascades term loans of $93.5 million, the payment of dividends and distributions of approximately $37.5 million, financing costs of approximately $2.5 million related to the 2024 Term Loan and our $200 Million GIC Joint Venture Credit Facility, and $0.9 million related to employee withholding requirements on vested restricted stock, partially offset by net borrowings on our $400 Million Revolver of $10 million.
Critical Accounting Policies
For critical accounting policies, see “Note 2 - Basis of Presentation and Significant Accounting Policies” to the accompanying Condensed Consolidated Financial Statements and our Annual Report on Form 10-K for the year ended December 31, 2024.
Cybersecurity
The hospitality industry and certain of the major brand and franchise companies have in the past experienced cybersecurity breaches. We are not aware of any material cybersecurity losses at any of our properties. Cybersecurity risks at our lodging properties are managed through our franchisors and property management companies. An important part of our cybersecurity risk mitigation efforts includes maintaining cybersecurity insurance and indemnifications in certain of our property management agreements. Our Board of Directors, primarily through the Audit Committee, oversees management's approach to managing cybersecurity risks.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market-sensitive instruments. In pursuing our business strategies, the primary market risk to which we are exposed is interest rate risk. All of our outstanding loans are now indexed to the Secured Overnight Funding Rate (“SOFR”), and therefore, our primary interest rate exposure is to SOFR. We primarily use derivative financial instruments to manage interest rate risk.
At June 30, 2025, we were party to seven interest rate derivative agreements, pursuant to which we received variable-rate payments in exchange for making fixed-rate payments (dollars in thousands):
Contract Date | Effective Date | Expiration Date | Average Annual Effective Fixed Rate | Notional Amount | ||||||||||||||||||||||
Operating Partnership: | ||||||||||||||||||||||||||
| June 11, 2018 | December 31, 2018 | December 31, 2025 | 2.92 | % | $ | 125,000 | ||||||||||||||||||||
| July 26, 2022 | January 31, 2023 | January 31, 2027 | 2.60 | % | 100,000 | |||||||||||||||||||||
| July 26, 2022 | January 31, 2023 | January 31, 2029 | 2.56 | % | 100,000 | |||||||||||||||||||||
| June 5, 2025 | June 2, 2025 | May 15, 2028 | 3.57 | % | 58,000 | |||||||||||||||||||||
Total Operating Partnership | 383,000 | |||||||||||||||||||||||||
GIC Joint Venture: | ||||||||||||||||||||||||||
| March 24, 2023 | July 1, 2023 | January 13, 2026 | 3.35 | % | 100,000 | |||||||||||||||||||||
| March 24, 2023 | July 1, 2023 | January 13, 2026 | 3.35 | % | 100,000 | |||||||||||||||||||||
| January 19, 2024 | October 1, 2024 | January 13, 2026 | 3.77 | % | 100,000 | |||||||||||||||||||||
Total GIC Joint Venture | 300,000 | |||||||||||||||||||||||||
| Total | 3.13 | % | (1) | $ | 683,000 | |||||||||||||||||||||
(1) Represents the weighted-average effective interest rate of our current interest rate swaps at June 30, 2025.
At June 30, 2025, after giving effect to our interest rate derivative agreements, $988.7 million, or 69%, of our consolidated debt had fixed interest rates and $446 million, or 31%, had variable interest rates. At June 30, 2025, debt related to our wholly-owned properties and our pro rata share of joint venture debt has a fixed-rate debt ratio of approximately 75% of our total pro rata indebtedness when taking into consideration interest rate swaps that are currently in effect.
Taking into consideration our existing interest rate swaps, an increase or decrease in interest rates of 1.0% would decrease or increase, respectively, our cash flows by approximately $4.5 million per year. See “Note 7 - Derivative Financial Instruments and Hedging” to the accompanying Condensed Consolidated Financial Statements for additional information.
As our fixed-rate debts mature, they will become subject to interest rate risk. In addition, as our variable-rate debts mature, lenders may impose interest rate floors on new financing arrangements because of the low interest rates experienced a few years ago.
In June 2025, the Operating Partnership entered into a $58 million interest rate swap related to the Brickell Mortgage Loan to fix one-month term SOFR until May 2028. The interest rate swap has an effective date of June 2, 2025 and a termination date of May 15, 2028.
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Item 4. Controls and Procedures.
Controls and Procedures
Disclosure Controls and Procedures
Our management team evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2025. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Security Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the three-month period covered by this Quarterly Report on Form 10-Q, which were identified in connection with management’s evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
We are involved from time to time in litigation arising in the ordinary course of business; however, there are currently no pending legal actions that we believe would have a material adverse effect on our financial position or results of operations.
Item 1A. Risk Factors.
We are updating the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2024 as follows:
The share repurchase program could affect our share price and volatility.
In April 2025, our Board of Directors authorized a share repurchase program that allows us to repurchase up to $50 million of our outstanding common stock. Our share repurchase program may change from time to time, and we may not repurchase shares in any particular amounts, in amounts consistent with historical practice, or at all. Our repurchase program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares and the timing and amount of repurchases, if any, will depend on several factors, including market and business conditions, applicable debt covenants, the timing and amount of cash proceeds from asset dispositions, the timing and amount of any like-kind exchange transactions and other tax-planning matters, the trading price of our common stock, the nature of other investment opportunities, and other factors as our Board of Directors may deem relevant from time to time. Repurchase activity could have a negative effect on our stock price, increase volatility, or fail to enhance stockholder value. Our share repurchase program may be amended, suspended or terminated at any time.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) None.
(b) Not applicable.
(c) On April 29, 2025, the Board of Directors authorized a $50.0 million share repurchase program. Our common stock may be repurchased from time to time depending upon market conditions, and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount and may be suspended at any time at our discretion.
| Period | Total Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) | ||||||||||||||||||||||
| April 1, 2025 - April 30, 2025 | — | $ | — | — | $ | 50,000 | ||||||||||||||||||||
| May 1, 2025 - May 31, 2025 | 2,741,166 | $ | 4.29 | 2,741,166 | $ | 38,232 | ||||||||||||||||||||
| June 1, 2025 - June 30, 2025 | 844,013 | $ | 4.31 | 844,013 | $ | 34,598 | ||||||||||||||||||||
Total (1) | 3,585,179 | 3,585,179 | ||||||||||||||||||||||||
(1) In addition to the share repurchases in the table above, the Company reacquired shares of our common stock from employees for payment of tax withholding obligations in connection with the vesting of restricted stock as follows:
| Period | Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) | ||||||||||||||||||||||
| March 1, 2025 - March 31, 2025 | 239,148 | $ | 6.63 | — | $ | — | ||||||||||||||||||||
| June 1, 2025 - June 30, 2025 | 235 | $ | 6.63 | — | — | |||||||||||||||||||||
| 239,383 | — | |||||||||||||||||||||||||
55
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the quarter ended June 30, 2025, there were no adoptions terminations
56
Item 6. Exhibits.
The following exhibits are filed as part of this report:
| Exhibit | |||||||||||
| Number | Description of Exhibit | ||||||||||
10.1 | $400 Million Credit Agreement, dated July 24, 2025, among Summit JV MR 2, LLC, Summit JV MR 3, LLC and Summit NCI NOLA BR 184, LLC as borrowers, Summit Hospitality JV, LP, as parent, each party executing the credit facility documentation as a guarantor, the lenders party thereto from time to time, Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association as syndication agent, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, and BofA Securities, Inc., Wells Fargo Securities, LLC, Capital One, National Association, Fifth Third Bank, National Association, The Huntington National Bank, M&T Bank and Truist Bank, as joint lead arrangers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Summit Hotel Properties, Inc. on July 28, 2025). | ||||||||||
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 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. | ||||||||||
32.1†† | Certification of Chief Executive Officer of Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
32.2†† | Certification of Chief Financial Officer of Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| 101.INS | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (1) | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (1) | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (1) | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document (1) | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document (1) | ||||||||||
| 104 | Cover Page Interactive Data File (the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||||||||
† - Filed herewith
†† - Furnished herewith
(1) - Submitted electronically herewith
57
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SUMMIT HOTEL PROPERTIES, INC. (registrant) | ||||||||
| Date: August 5, 2025 | By: | /s/ William H. Conkling | ||||||
| William H. Conkling Executive Vice President and Chief Financial Officer (principal financial officer) | ||||||||
58
Source:
FAQ
When will Randy L. Patten become CFO of KINS?
August 25, 2025 is the effective start date.
What is the compensation package for the new Kingstone CFO?
Base salary $400k, 25 % target bonus (min $35k for 2025), $200k sign-on bonus, and $600k restricted stock.
How long is the employment term for the new CFO at Kingstone Companies?
The employment agreement runs until August 25, 2028.
What prior experience does Randy Patten bring to Kingstone Companies (KINS)?
He served as VP, CAO & Treasurer at NEXT Insurance and previously held senior finance roles, including Interim Co-CFO, at United Fire Group.
Does the 8-K include any financial results or earnings guidance?
No, the filing focuses solely on the CFO appointment; no earnings or guidance updates were provided.
Where can investors find the full employment agreement?
It is filed as Exhibit 99.2 to the 8-K.
Is the press release part of the filing?
Yes, the press release announcing the appointment is furnished as Exhibit 99.1.
Summit Hotel Pptys Inc
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