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 March 31, ~~2022~~2023


☐			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

SUMMIT HOTEL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)


Maryland						27-2962512
(State or other jurisdiction						(I.R.S. Employer Identification No.)
of incorporation or organization)

13215 Bee Cave Parkway, Suite B-300

Austin, TX 78738

(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

Common Stock, $0.01 par value

INN

New York Stock Exchange

Series E Cumulative Redeemable Preferred Stock, $0.01 par value

INN-PE

New York Stock Exchange

Series F Cumulative Redeemable Preferred Stock, $0.01 par value

INN-PF

New York Stock Exchange

Indicate by check mark whether the registrant (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. ~~(Check one):~~


Large accelerated filer	☒	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 April ~~22, 2022,~~21, 2023, the number of outstanding shares of common stock of Summit Hotel Properties, Inc. was ~~107,064,768.~~107,469,294.

TABLE OF CONTENTS


		Page
PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets —March 31, 2023 (U~~, 202~~2 ~~(Unaudited)~~naudited) and December 31, ~~202~~12022	1
	Condensed Consolidated Statements of Operations ~~(Unaudited)~~(U naudited) —Three Mont M ~~onths~~hs Ended March 31, 2023~~202~~2 and ~~202~~12022	2
	Condensed Consolidated Statements of ~~Comprehensive~~ Comprehensiv ~~Loss~~e Income (Loss ~~(Unaudited)~~ ) (U naudited)—Three Mon ~~Months~~ths Ended March 3 1 ~~, 202~~2 31, 2023 and ~~202~~12022	3
	Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests (U naudited) — ~~(Unaudited) —~~ Three Mo ~~Months~~nths Ended March 3 1 ~~, 202~~2 31, 2023 and ~~202~~12022	4
	Condensed Consolidated Statements of Cash Flows ~~(Unaudited) —~~ (U naudited) —Three ~~Months~~Mo nths Ended March 3 1 ~~, 202~~2 31, 2023 and ~~202~~12022	5
	Notes to the Condensed Consolidated Financial Statements ~~(Unaudited)~~(U naudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3231

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47

Item 4.	Controls and Procedures	4748

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	50

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Summit Hotel Properties, Inc.

Condensed Consolidated Balance Sheets

(inIn thousands, except share amounts)


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Investment in hotel properties, net		$	2,848,401	$	2,091,973
Investments in lodging property, net						Investments in lodging property, net	$	2,776,947	$	2,792,552

Undeveloped land		1,500		1,500

Assets held for sale, net	Assets held for sale, net	52,801		425		Assets held for sale, net	79,172		78,576

Cash and cash equivalents	Cash and cash equivalents	82,397		64,485		Cash and cash equivalents	60,678		51,255
Restricted cash	Restricted cash	32,836		32,459		Restricted cash	11,153		10,553

Right-of-use assets, net	Right-of-use assets, net	31,841		26,942		Right-of-use assets, net	35,697		35,023
Trade receivables, net	Trade receivables, net	28,202		14,476		Trade receivables, net	24,070		21,015
Prepaid expenses and other	Prepaid expenses and other	17,000		24,496		Prepaid expenses and other	19,348		8,378

Deferred charges, net	Deferred charges, net	7,832		4,347		Deferred charges, net	6,932		7,074

Other assets	Other assets	3,789		3,799		Other assets	14,260		17,844
Total assets	Total assets	$	3,106,599	$	2,264,902	Total assets	$	3,028,257	$	3,022,270

LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY	LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY					LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Liabilities:	Liabilities:					Liabilities:
Debt, net of debt issuance costs	Debt, net of debt issuance costs	$	1,481,895	$	1,069,797	Debt, net of debt issuance costs	$	1,467,123	$	1,451,796
Lease liabilities, net	Lease liabilities, net	22,049		17,232		Lease liabilities, net	26,309		25,484
Accounts payable	Accounts payable	5,341		4,462		Accounts payable	5,460		5,517
Accrued expenses and other	Accrued expenses and other	75,699		66,219		Accrued expenses and other	86,499		81,304

Total liabilities	Total liabilities	1,584,984		1,157,710		Total liabilities	1,585,391		1,564,101
Commitments and contingencies (Note 11)	Commitments and contingencies (Note 11)	0		0		Commitments and contingencies (Note 11)
Redeemable non-controlling interests	Redeemable non-controlling interests	50,220		—		Redeemable non-controlling interests	50,219		50,219
Equity:	Equity:					Equity:
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized:	Preferred stock, $0.01 par value per share, 100,000,000 shares authorized:					Preferred stock, $0.01 par value per share, 100,000,000 shares authorized:

6.25% Series E - 6,400,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 (aggregate liquidation preference of $160,861 at March 31, 2022 and December 31, 2021)		64		64
5.875% Series F - 4,000,000 shares issued and outstanding at March 31, 2022 (aggregate liquidation preference of $100,506 at March 31, 2022 and December 31, 2021)		40		40
Common stock, $0.01 par value per share, 500,000,000 shares authorized, 106,960,863 and 106,337,724 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		1,069		1,063
6.25% Series E - 6,400,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 (aggregate liquidation preference of $160,861 at March 31, 2023 and December 31, 2022, respectively)						6.25% Series E - 6,400,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 (aggregate liquidation preference of $160,861 at March 31, 2023 and December 31, 2022, respectively)	64		64
5.875% Series F - 4,000,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 (aggregate liquidation preference of $100,506 at March 31, 2023 and December 31, 2022, respectively)						5.875% Series F - 4,000,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 (aggregate liquidation preference of $100,506 at March 31, 2023 and December 31, 2022, respectively)	40		40
Common stock, $0.01 par value per share, 500,000,000 shares authorized, 107,469,863 and 106,901,576 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively						Common stock, $0.01 par value per share, 500,000,000 shares authorized, 107,469,863 and 106,901,576 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	1,075		1,069
Additional paid-in capital	Additional paid-in capital	1,230,094		1,225,184		Additional paid-in capital	1,232,457		1,232,302
Accumulated other comprehensive loss		(4,903)		(15,639)
Accumulated other comprehensive income						Accumulated other comprehensive income	10,270		14,538
Accumulated deficit and distributions in excess of retained earnings	Accumulated deficit and distributions in excess of retained earnings	(275,018)		(262,639)		Accumulated deficit and distributions in excess of retained earnings	(297,687)		(288,200)
Total stockholders’ equity	Total stockholders’ equity	951,346		948,073		Total stockholders’ equity	946,219		959,813
Non-controlling interests in operating partnership		158,646		793
Non-controlling interests in joint venture		361,403		158,326

Non-controlling interests						Non-controlling interests	446,428		448,137
Total equity	Total equity	1,471,395		1,107,192		Total equity	1,392,647		1,407,950
Total liabilities, redeemable non-controlling interests and equity	Total liabilities, redeemable non-controlling interests and equity	$	3,106,599	$	2,264,902	Total liabilities, redeemable non-controlling interests and equity	$	3,028,257	$	3,022,270

See Notes to the Condensed Consolidated Financial Statements

Summit Hotel Properties, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(inIn thousands, except per share amounts)


		For the Three Months Ended March 31,					Three Months Ended March 31,
			2022		2021				2023		2022
Revenues:	Revenues:							Revenues:
Room	Room		$	128,810	$	53,245		Room	$	163,089	$	128,810
Food and beverage	Food and beverage		5,662		1,003			Food and beverage	10,630		5,662
Other	Other		7,397		3,606			Other	8,664		7,397
Total revenues	Total revenues		141,869		57,854			Total revenues	182,383		141,869

Expenses:	Expenses:							Expenses:
Room	Room		28,410		12,550			Room	35,909		28,410
Food and beverage	Food and beverage		4,114		556			Food and beverage	7,955		4,114
Other hotel operating expenses			46,277		24,574
Other lodging property operating expenses								Other lodging property operating expenses	56,125		46,277
Property taxes, insurance and other	Property taxes, insurance and other		13,138		10,904			Property taxes, insurance and other	14,724		13,138
Management fees	Management fees		3,795		1,555			Management fees	4,805		3,795
Depreciation and amortization	Depreciation and amortization		36,274		27,297			Depreciation and amortization	36,908		36,274
Corporate general and administrative	Corporate general and administrative		9,137		5,678			Corporate general and administrative	8,005		9,137

Recoveries of credit losses								Recoveries of credit losses	(250)		—

Total expenses	Total expenses		141,145		83,114			Total expenses	164,181		141,145
Gain on disposal of assets, net			—		50
Operating income (loss)			724		(25,210)

Operating income								Operating income	18,202		724
Other income (expense):	Other income (expense):							Other income (expense):
Interest expense	Interest expense		(13,439)		(10,788)			Interest expense	(20,909)		(13,439)
Other income, net	Other income, net		1,742		3,232			Other income, net	265		1,742
Total other income (expense)			(11,697)		(7,556)
Total other expense, net								Total other expense, net	(20,644)		(11,697)
Loss from continuing operations before income taxes	Loss from continuing operations before income taxes		(10,973)		(32,766)			Loss from continuing operations before income taxes	(2,442)		(10,973)
Income tax benefit (expense) (Note 13)			2,000		(105)
Income tax benefit (Note 13)								Income tax benefit (Note 13)	472		2,000
Net loss	Net loss		(8,973)		(32,871)			Net loss	(1,970)		(8,973)
Less - Loss attributable to non-controlling interests:
Operating Partnership			482		54
Joint venture			82		1,452
Net loss attributable to Summit Hotel Properties, Inc.			(8,409)		(31,365)
Preferred stock dividends			(3,970)		(3,709)
Loss attributable to non-controlling interests								Loss attributable to non-controlling interests	1,369		1,119

Net loss attributable to Summit Hotel Properties, Inc. before preferred dividends and distributions								Net loss attributable to Summit Hotel Properties, Inc. before preferred dividends and distributions	(601)		(7,854)
Distributions to and accretion of redeemable non-controlling interests								Distributions to and accretion of redeemable non-controlling interests	(657)		(555)
Preferred dividends								Preferred dividends	(3,970)		(3,970)

Net loss attributable to common stockholders	Net loss attributable to common stockholders		$	(12,379)	$	(35,074)		Net loss attributable to common stockholders	$	(5,228)	$	(12,379)

Loss per share:	Loss per share:							Loss per share:
Basic and diluted	Basic and diluted		$	(0.12)	$	(0.34)		Basic and diluted	$	(0.05)	$	(0.12)

Weighted average common shares outstanding:
Weighted-average common shares outstanding:								Weighted-average common shares outstanding:
Basic and diluted	Basic and diluted		104,896		104,278			Basic and diluted	105,312		104,896

See Notes to the Condensed Consolidated Financial Statements

Summit Hotel Properties, Inc.

Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss)

(Unaudited)

(inIn thousands)

For the
Three Months Ended
March 31,
2022 2021
Net loss $ (8,973) $ (32,871)
Other comprehensive income, net of tax:
Changes in fair value of derivative financial instruments 12,113 6,203
Comprehensive income (loss) 3,140 (26,668)
Less - Comprehensive income (loss) attributable to non-controlling interests:
Operating Partnership (340) 44
Joint venture 82 1,452
Comprehensive income (loss) attributable to Summit Hotel Properties, Inc. 2,882 (25,172)
Preferred dividends (3,970) (3,709)
Comprehensive loss attributable to common stockholders $ (1,088) $ (28,881)


	Three Months Ended March 31,
	2023		2022
Net loss	$	(1,970)	$	(8,973)
Other comprehensive (loss) income, net of tax:
Changes in fair value of derivative financial instruments	(4,388)		12,113
Comprehensive (loss) income	(6,358)		3,140


Comprehensive income (loss) attributable to non-controlling interests	1,489		(258)
Comprehensive (loss) income attributable to Summit Hotel Properties, Inc.	(4,869)		2,882
Distributions to and accretion of redeemable non-controlling interests	(657)		(555)
Preferred dividends	(3,970)		(3,970)

Comprehensive loss attributable to common stockholders	$	(9,496)	$	(1,643)

See Notes to the Condensed Consolidated Financial Statements

Summit Hotel Properties, Inc.

Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests

~~For the~~ Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022

(Unaudited)

(inIn 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 Other Comprehensive Income (Loss)						Accumulated Deficit and Distributions					Total Shareholders’ Equity						Non-controlling Interests						Total Equity
Balance at December 31, 2022																																		Balance at December 31, 2022				$	50,219					10,400,000				$	104					106,901,576				$	1,069			$	1,232,302				$	14,538					$	(288,200)				$	959,813					$	448,137					$	1,407,950

Adjustment of redeemable non-controlling interests to redemption value																																		Adjustment of redeemable non-controlling interests to redemption value				657						—				—						—				—				—					—						(657)					(657)						—						(657)

Sale of non-controlling interests in joint venture																																		Sale of non-controlling interests in joint venture				—						—				—						—				—				—					—						—					—						1,353						1,353

		Redeemable Non-controlling Interests				Shares of Preferred Stock	Preferred Stock			Shares of Common Stock	Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Loss				Accumulated Deficit and Distributions in Excess of Retained Earnings				Total Stockholders’ Equity				Non-controlling Interests										Total Equity
													Operating Partnership							Joint Venture
Dividends and distributions on common stock and common units																																		Dividends and distributions on common stock and common units				—									—				—				—					—				—						—					(4,259)						(4,259)						(639)						(4,898)
Preferred dividends and distributions																																		Preferred dividends and distributions				(657)						—				—						—				—				—					—						(3,970)					(3,970)						—						(3,970)
Joint venture partner distributions																																		Joint venture partner distributions				—						—				—						—				—				—					—						—					—						(790)						(790)
Equity-based compensation																																		Equity-based compensation				—						—				—						736,370				7				1,461					—						—					1,468						—						1,468
Shares of common stock acquired for employee withholding requirements																																		Shares of common stock acquired for employee withholding requirements				—						—				—						(168,083)				(1)				(1,282)					—						—					(1,283)						—						(1,283)
Other																																		Other				—						—				—						—				—				(24)					—						—					(24)						(144)						(168)
Other comprehensive loss																																		Other comprehensive loss				—						—				—						—				—				—					(4,268)						—					(4,268)						(120)						(4,388)
Net loss																																		Net loss				—						—				—						—				—				—					—						(601)					(601)						(1,369)						(1,970)
Balance at March 31, 2023																																		Balance at March 31, 2023				$	50,219					10,400,000				$	104					107,469,863				$	1,075			$	1,232,457				$	10,270					$	(297,687)				$	946,219					$	446,428					$	1,392,647

Balance at December 31, 2021	Balance at December 31, 2021			$	—				10,400,000				$	104			106,337,724			$	1,063			$	1,225,184			$	(15,639)			$	(262,639)				$	948,073				$	793			$	158,326			$	1,107,192		Balance at December 31, 2021			$	—						10,400,000					$	104					106,337,724					$	1,063					$	1,225,184					$	(15,639)				$	(262,639)			$	948,073	$	159,119	$	1,107,192

Redeemable non-controlling interests in operating partnership issued for the acquisition of a portfolio of hotel properties		50,000				—	—			—	—				—			—				—				—				—					—					—
Adjustment of redeemable non-controlling interest to redemption value		220				—	—			—	—				—			—				(220)				(220)				—					—					(220)
Non-controlling interests in operating partnership issued for the acquisition of a portfolio of hotel properties		—				—	—			—	—				—			—				—				—				157,513					—					157,513
Redeemable non-controlling interests in operating partnership issued for the acquisition of a portfolio of lodging properties																																		Redeemable non-controlling interests in operating partnership issued for the acquisition of a portfolio of lodging properties				50,000						—				—						—				—				—					—						—					—						—						—
Adjustment of redeemable non-controlling interests to redemption value																																		Adjustment of redeemable non-controlling interests to redemption value				555						—				—						—				—				—					—						(555)					(555)						—						(555)
Non-controlling interests in operating partnership issued for the acquisition of a portfolio of lodging properties																																		Non-controlling interests in operating partnership issued for the acquisition of a portfolio of lodging properties				—						—				—						—				—				—					—						—					—						157,513						157,513
Sale of non-controlling interests in joint venture	Sale of non-controlling interests in joint venture	—				—	—			—	—				—			—				—				—				—					674					674		Sale of non-controlling interests in joint venture			—							—				—					—				—						—					—						—						—						674				674

Contributions by non-controlling interest in joint venture	Contributions by non-controlling interest in joint venture	—				—	—			—	—				1,218			—				—				1,218				—					202,485					203,703		Contributions by non-controlling interest in joint venture			—							—				—					—				—						1,218					—						—						1,218						202,485				203,703

Dividends		—				—	—			—	—				—			—				(4,305)				(4,305)				—					—					(4,305)

Preferred dividends and distributions																																		Preferred dividends and distributions				(335)						—				—						—				—				—					—						(3,970)					(3,970)						—						(3,970)

Equity-based compensation	Equity-based compensation	—				—	—			623,139	6				3,692			—				—				3,698									—					3,698		Equity-based compensation			—							—				—					623,139				6						3,692					—						—						3,698						—				3,698

Other comprehensive income	Other comprehensive income	—				—	—			—	—				—			10,736				—				10,736				1,377					—					12,113		Other comprehensive income			—							—				—					—				—						—					10,736						—						10,736						1,377				12,113
Net loss	Net loss	—				—	—			—	—				—			—				(7,854)				(7,854)				(1,037)					(82)					(8,973)		Net loss			—							—				—					—				—						—					—						(7,854)						(7,854)						(1,119)				(8,973)
Balance at March 31, 2022	Balance at March 31, 2022	$	50,220			10,400,000	$	104		106,960,863	$	1,069			$	1,230,094		$	(4,903)			$	(275,018)			$	951,346			$	158,646				$	361,403				$	1,471,395	Balance at March 31, 2022			$	50,220						10,400,000				$	104				106,960,863				$	1,069					$	1,230,094				$	(4,903)					$	(275,018)					$	951,346					$	520,049			$	1,471,395

Balance at December 31, 2020		$	—			9,400,000	$	94		105,708,787	$	1,057			$	1,197,320		$	(30,716)			$	(179,013)			$	988,742			$	1,111				$	62,210				$	1,052,063
Purchases of capped call options		—				—	—			—	—				(21,131)			—				—				(21,131)				—					—					(21,131)
Dividends		—				—	—			—	—				—			—				(3,621)				(3,621)				—					—					(3,621)
Equity-based compensation		—				—	—			565,532	6				1,561			—				—				1,567				2					—					1,569
Shares acquired for employee withholding requirements		—				—	—			(155,605)	(2)				(1,600)			—				—				(1,602)				—					—					(1,602)
Other comprehensive income		—				—	—			—	—				—			6,193				—				6,193				10					—					6,203
Net loss		—				—	—			—	—				—			—				(31,365)				(31,365)				(54)					(1,452)					(32,871)
Balance at March 31, 2021		$	—			9,400,000	$	94		106,118,714	$	1,061			$	1,176,150		$	(24,523)			$	(213,999)			$	938,783			$	1,069				$	60,758				$	1,000,610

See Notes to the Condensed Consolidated Financial Statements


Summit Hotel Properties, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands)
Summit Hotel Properties, Inc. Condensed Consolidated Statements of Cash Flows						Summit Hotel Properties, Inc. Condensed Consolidated Statements of Cash Flows
(Unaudited)						(Unaudited)
(In thousands)						(In thousands)
		Three Months Ended March 31,					Three Months Ended March 31,
		2022		2021			2023		2022
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net loss	Net loss	(8,973)		(32,871)		Net loss	$	(1,970)	$	(8,973)
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:						Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	36,274		27,297		Depreciation and amortization	36,908		36,274
Deferred finance cost amortization		1,412		1,011
Amortization of debt issuance costs						Amortization of debt issuance costs	1,399		1,412

Recoveries of credit losses						Recoveries of credit losses	(250)		—
Equity-based compensation						Equity-based compensation	1,468		3,698

Equity-based compensation		3,698		1,569

Gain on disposal of assets		—		(50)

Non-cash interest income	Non-cash interest income	(122)		(257)		Non-cash interest income	(143)		(122)
Debt transaction costs	Debt transaction costs	—		116		Debt transaction costs	87		—
Other	Other	69		143		Other	285		69
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:	0				Changes in operating assets and liabilities:

Trade receivables, net	Trade receivables, net	(13,726)		(2,940)		Trade receivables, net	(3,055)		(13,726)
Prepaid expenses and other	Prepaid expenses and other	(9,054)		1,180		Prepaid expenses and other	388		(9,054)
Accounts payable	Accounts payable	900		1,082		Accounts payable	(38)		900
Accrued expenses		15,027		553
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		25,505		(3,167)
Accrued expenses and other						Accrued expenses and other	(3,073)		15,027
NET CASH PROVIDED BY OPERATING ACTIVITIES						NET CASH PROVIDED BY OPERATING ACTIVITIES	32,006		25,505
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Acquisitions of hotel and other properties		(272,556)		—
Acquisitions of lodging properties						Acquisitions of lodging properties	—		(272,556)

Improvements and additions to hotel properties		(10,347)		(3,579)
Improvements to lodging properties						Improvements to lodging properties	(24,088)		(10,347)

Funding of real estate loans	Funding of real estate loans	(1,915)		(2,664)		Funding of real estate loans	(1,320)		(1,915)

NET CASH USED IN INVESTING ACTIVITIES	NET CASH USED IN INVESTING ACTIVITIES	(284,818)		(6,243)		NET CASH USED IN INVESTING ACTIVITIES	(25,408)		(284,818)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Proceeds from issuance of debt		410,000		317,500
Proceeds from borrowing on revolving line of credit						Proceeds from borrowing on revolving line of credit	25,000		410,000
Repayments of line of credit borrowings						Repayments of line of credit borrowings	(10,000)		—
Principal payments on debt	Principal payments on debt	(329,882)		(264,485)		Principal payments on debt	(692)		(329,882)
Proceeds from the sale of non-controlling interests	Proceeds from the sale of non-controlling interests	674		—		Proceeds from the sale of non-controlling interests	1,353		674
Purchases of capped calls for convertible senior notes		—		(21,131)

Financing fees on debt and other issuance costs		(2,588)		(8,671)
Dividends paid		(4,305)		(3,709)
Proceeds from contributions by joint venture partner		203,703		—
Repurchase of common shares for withholding requirements		—		(1,602)

Financing fees, debt transactions costs and other issuance costs						Financing fees, debt transactions costs and other issuance costs	(634)		(2,588)
Common dividends paid						Common dividends paid	(4,904)		—
Preferred dividends and distributions paid						Preferred dividends and distributions paid	(4,625)		(4,305)
Proceeds from contributions by non-controlling interests in joint venture						Proceeds from contributions by non-controlling interests in joint venture	—		203,703

Distributions to joint venture partners						Distributions to joint venture partners	(790)		—
Repurchase of shares of common stock for withholding requirements						Repurchase of shares of common stock for withholding requirements	(1,283)		—

NET CASH PROVIDED BY FINANCING ACTIVITIES	NET CASH PROVIDED BY FINANCING ACTIVITIES	277,602		17,902		NET CASH PROVIDED BY FINANCING ACTIVITIES	3,425		277,602
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	18,289		8,492		Net change in cash, cash equivalents and restricted cash	10,023		18,289
CASH, CASH EQUIVALENTS AND RESTRICTED CASH	CASH, CASH EQUIVALENTS AND RESTRICTED CASH					CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period	Beginning of period	96,944		38,896		Beginning of period	61,808		96,944
End of period	End of period	$	115,233	$	47,388	End of period	$	71,831	$	115,233
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest		$	(11,213)	$	(8,890)
Accrued acquisitions and improvements to hotel properties		$	(3,749)	$	(1,184)

Cash payments for income taxes, net of refunds		$	60	$	(39)
Debt assumed to complete acquisition of a portfolio of properties		$	335,205	$	—
Assumption of leases and other assets and liabilities in connection with the acquisition of a portfolio of properties		$	9,206	$	—
Non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties		$	157,513	$	—
Redeemable non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties		$	50,000	$	—
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH WITHIN THE CONSOLIDATED BALANCE SHEET TO THE AMOUNTS SHOWN IN THE STATEMENT OF CASH FLOWS ABOVE:						RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH WITHIN THE CONSOLIDATED BALANCE SHEET TO THE AMOUNTS SHOWN IN THE STATEMENT OF CASH FLOWS ABOVE:
Cash and cash equivalents						Cash and cash equivalents	60,678		82,397
Restricted cash						Restricted cash	11,153		32,836
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH						TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	71,831	$	115,233

See Notes to the Condensed Consolidated Financial Statements

SUMMIT HOTEL PROPERTIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED)~~(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

General

Summit Hotel Properties, Inc. (the “Company”) is a self-managed ~~hotel~~lodging property investment company that was organized on June 30, 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 on June 30, 2010. Unless the context otherwise requires, “we,” “us,” and “our” refer to the Company and its consolidated subsidiaries.

We primarily focus on owning ~~premium-branded hotel~~lodging properties with efficient operating models ~~primarily in the Upscale segment of the lodging industry.~~that generate strong margins and investment returns. At March 31, ~~2022,~~2023, our portfolio consisted of ~~101 hotel~~103 lodging properties with a total of ~~15,228~~15,334 guestrooms located in 24 states. As of March 31, ~~2022,~~2023, we own 100% of the outstanding equity interests in 61 of our ~~101 hotel~~103 lodging properties. We own a 51% controlling interest in ~~40 hotel~~39 lodging properties through a joint ~~venture. Our joint~~ venture that was formed in July 2019 with GIC (the ~~“Joint~~“GIC Joint Venture”), Singapore’s sovereign wealth ~~fund, to acquire~~fund. 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.

As of March 31, 2023, 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 operated 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 ~~that align with~~are held by, and all of our ~~current investment strategy and criteria. We serve as~~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 ~~and asset manager~~ of the ~~Joint Venture~~Operating Partnership. At March 31, 2023, we owned, directly and ~~we generally invest 51%~~indirectly, approximately 87.0% of the ~~equity capitalization~~Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding Series E and Series F preferred units of limited partnership ~~with GIC investing~~interest. NewcrestImage Holdings, LLC owns all of the ~~remaining 49%~~issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units (Liquidation preference $25 per unit) of the Operating Partnership ("Series Z Preferred Units"), which was issued as part of the NCI Transaction (described below in "Note 3 - Investments in Lodging Property, net"). ~~The Joint Venture typically finances assets with a 50% overall leverage target.~~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 and 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 ~~hotel~~lodging properties. Accordingly, all of our ~~hotel~~lodging properties are leased to our taxable REIT subsidiaries (“TRS Lessees”).

During the quarter ended March 31, 2022, the Operating Partnership and the Joint Venture closed on a transaction with NewcrestImage Holdings, LLC, a Delaware limited liability company, and NewcrestImage Holdings II, LLC, a Delaware limited liability company (together, “NewcrestImage”), to purchase from NewcrestImage a portfolio of 27 hotel properties, containing an aggregate of 3,709 guestrooms, and 2 parking structures, containing 1,002 spaces (such hotel properties and parking structures, the “Portfolio”), and various financial incentives for an aggregate purchase price of $822.0 million (the "NCI Transaction"). See "~~Note 3 -Investment in Hotel Properties, net - Acquisition of NewcrestImage Portfolio"~~ ~~for further information.~~

~~Risks and Uncertainties~~

The Company is subject to risks and uncertainties as a result of the effects of the novel coronavirus, designated as COVID-19 (“COVID-19”) and its variants, for at least the near future. The pandemic has had a significant negative effect on the U.S. and global economies, including a rapid and sharp decline in all forms of travel, both domestic and international, and a significant decline in hotel demand. These conditions resulted in a substantial decline in our revenues, profitability and cash flows from operations beginning in March, 2020.

Beginning in March 2020, the Company took several actions to reduce costs and increase liquidity to mitigate the effects of the COVID-19 pandemic on the Company. We continue to engage in certain steps to reduce costs while taking appropriate actions to maintain guest safety and satisfaction. For additional information concerning such actions taken in response to the effects of the COVID-19 pandemic on our business, please see our Annual Report on Form 10-K for the year ended December 31, 2021.

During the three months ended March 31, 2022, we continued to experience significant improvement in our business compared to earlier in the Pandemic, driven primarily by leisure travel and to a lesser extent modest improvement in other demand segments, including corporate and group. The improvement was the result of a significant increase in the availability and administration of vaccines globally as well as the easing of government restrictions and guidance in most jurisdictions. We anticipate that continued improvement in operating trends will be dependent on continued strength in leisure travel and a recovery of business travel. More broadly, a return to normalized levels of operations is dependent upon a continuation in the recovery of our business, further dissipation of concerns related to the Pandemic, geopolitical stability, moderating inflation and maintaining a high-quality portfolio aligned with evolving guest preferences.

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 (the “Exchange Act”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of 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 months ended March 31, ~~2022~~2023 may not be indicative of the results that may be expected for the full year of ~~2022.~~2023. For further information, please read the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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 for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements.

We evaluate joint venture partnerships to determine if they should be consolidated based on whether the partners exercise joint control. For a joint venture where we exercise primary control and we also own a majority of the equity interests, we consolidate the joint venture partnership. We have consolidated the accounts of our ~~Joint Venture partnership with GIC~~joint venture partnerships in our accompanying Condensed Consolidated Financial Statements. ~~See~~

~~"Note 9 - Non-controlling Interests and Redeemable Non-controlling Interests"~~ ~~for further information.~~

Real Estate Development Loans

~~Investment~~

We selectively provide mezzanine financing to developers where we also have the opportunity to acquire the lodging property at or after the completion of the development project. We classify mezzanine loans as Investments in ~~Hotel Properties~~

~~The Company allocates the purchase price of acquired hotel properties~~lodging property, net or Investments in real estate loans, net based on the ~~fair value~~terms of the ~~acquired land, land improvements, building, furniture, fixtures~~loan agreements 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 hotel business being acquired as part of the hotel property acquisition. Acquired intangible assets that derive their values from real property orcriteria for classifying an interest in real property, are inseparable from that real property or interest in real property, and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, are recordedarrangement as a component of the related real estate asset in our Condensed Consolidated Financial Statements. We allocate the purchase price of acquired hotel properties to land, building and furniture, fixtures and equipment based on independent third-party determinations of fair value.

~~If substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset~~loan or group of similar identifiable assets, the asset or asset group is not considered a business. When we conclude that an acquisition meets this threshold, acquisition costs will be capitalized as part of our allocation of the purchase price of the acquired hotel properties.

Our hotel properties and related assets are recorded at cost, less accumulated depreciation. We capitalize hotel property 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 hotel property 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.

On a limited basis, we provide financing to developers of hotel properties for development projects. We evaluate these arrangements to determine if we participate in residual profits of the hotel property through the loan provisions or other agreements. Where we conclude that these arrangements are more appropriately treated as an investment in ~~the hotel~~real estate under Accounting Standards Codification ("ASC") No. 310, Receivables. At March 31, 2023, we have one mezzanine loan that we have classified in Investments in lodging property, ~~we reflect the loan as Investment in hotel properties,~~ net inon our Condensed Consolidated Balance ~~Sheets.~~Sheet.

Current Estimate of Credit Losses

Financial assets (or a group of financial assets) such as real estate development loans and other notes receivable are measured at amortized cost and presented at the net amount expected to be collected in accordance with ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). We record an allowance for credit losses as a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We routinely evaluate our real estate development loans, notes receivable and interest receivables for collectability. Probable losses on loans are recognized in a valuation account that is deducted from the amortized cost basis of the loans and recorded as Provision for credit losses in our condensed Consolidated Statements of Operations. When we place a loan on non-accrual status, we suspend the recognition of interest income until cash interest payments are received. Generally, we return loans to accrual status when all delinquent interest becomes current, and collectability of interest is reasonably assured. We do not measure an allowance for credit losses for accrued interest receivable. Accrued interest receivable is written-off to bad debt expense when collection is not reasonably assured.

Financial Guarantee

On occasion, we may provide a financial guarantee on behalf of a mezzanine borrower. We ~~monitor~~record the non-contingent portion of financial guarantees made on behalf of third-parties as a liability at an amount equal to the premium receivable for the guarantee payable to us by the borrower under the practical expedient provided by ASC No. 460, Guarantees. We periodically evaluate the contingent component of a financial guarantee based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that may require us to record a liability related to the contingent component of a guarantee. We will record a liability for the contingent component of the guarantee when a payment by us under the guarantee is probable and reasonably estimable in accordance with ASC No. 326, Financial Instruments - Credit Losses.

Purchase Option

When we provide mezzanine financing to a developer, we will generally take a purchase option to acquire a majority interest in the property upon completion of construction. We record purchase options at their estimated fair values on the transaction date in accordance with ASC No. 820, Fair Value Measurement, under a closed-form model such as the Black-Scholes model or a binomial lattice model such as the Monte Carlo simulation model. Purchase options received in connection with a mezzanine loan are recorded as a discount on the note receivable or a contra-asset, depending on the classification of the financial instrument, and amortized over the term of the mezzanine loan using the straight-line method, which approximates the interest method, as non-cash interest income on our Condensed Consolidated Statement of Operations. We elected to account for purchase options using the measurement alternative, which is cost, less any impairment, adjusted for changes in ~~circumstances~~fair value resulting from observable transactions for ~~indicators that~~identical or similar investments of the same issuer as of the respective transaction dates.

Non-controlling Interests

Non-controlling interests represent the portion of equity in a consolidated entity held by owners other than the consolidating parent. Non-controlling interests are reported in the Condensed Consolidated Balance Sheets within equity, separately from stockholders’ equity. Revenues, expenses and net income attributable to both the Company and the non-controlling interests are reported in the Condensed Consolidated Statements of Operations.

Our Condensed Consolidated Financial Statements include non-controlling interests related to Common Units held by unaffiliated third parties and third-party minority ownership interests in our joint ventures.

Redeemable Non-controlling Interests

Redeemable non-controlling interests represent redeemable preferred units issued by our Operating Partnership ("Redeemable Preferred Units"). The Redeemable Preferred Units are presented as temporary equity related to our Operating Partnership on our Condensed Consolidated Balance Sheets under the caption of "Redeemable Non-controlling Interests." See "Note 9 - Equity" for further information. We record Redeemable non-controlling interests at fair value on the issuance date of the securities. When the carrying value (the acquisition date fair value adjusted for the non-controlling interest’s share of ~~a hotel property or undeveloped land may be impaired. Additionally,~~net income (loss) and dividends) is less than the redemption value, we ~~perform at least annual reviews~~adjust the redeemable non-controlling interest to ~~monitor~~equal the ~~factors that could trigger~~redemption value with changes recognized as an ~~impairment. Factors that we consider for an impairment analysis include, among others: i) significant underperformance relative~~adjustment to ~~historical or anticipated operating results, ii) significant changes~~Accumulated deficit and distributions in ~~the manner~~excess of use of a property or the strategy of our overall business, including changes in the estimated holding periods for hotel properties and land parcels, iii) a significant increase in competition, iv) a significant adverse change in legal factors or regulations, v) changes in values of comparable land or hotel property sales, and vi) significant negative industry or economic trends. Whenretained earnings. Any such ~~factors are identified, we prepare an estimate~~adjustment, when necessary, is recorded as of the undiscounted future cash flows of the specific property and determine if the carrying amount of the asset is recoverable. If an impairment is identified, we estimate the fair value of the property based on discounted cash flows or sales price if the property is under contract and an adjustment is made to reduce the carrying value of the property to its estimated fair value.

~~Intangible Assets~~

applicable balance sheet date.

We amortize intangible assets with determined finite useful lives using the straight-line method. We do not amortize intangible assets with indefinite useful lives, but we evaluate these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired.

Trade Receivables and Credit Policies

We grant credit to qualified customers, generally without collateral, in the form of trade accounts receivable. Trade receivables result from the rental of ~~hotel~~ guestrooms and the sales of food, beverage, and banquet services and are payable under normal trade terms. Trade receivables also include credit and debit card transactions that are in the process of being settled. Trade receivables are stated at the amount billed to the customer and do not accrue interest. We regularly review the collectability of our trade receivables. A provision for losses is determined on the basis of previous loss experience and current economic conditions. Our allowance for doubtful accounts was $0.1 million at March 31, ~~2022~~2023 and ~~$0.2 million at~~ December 31, ~~2021.~~2022. Bad debt expense was ~~$0.0 million and~~ $0.1 million for each of the three months ended March 31, ~~2022~~2023 and ~~2021, respectively.~~2022.

~~Leases~~

~~In accordance with ASU No. 2016-02,~~ ~~Leases (Topic 842)~~, we record the financial liability and right-of-use assets that are inherent to leasing an asset on the balance sheet for all leases with a term of greater than 12 months regardless of their classification.

Several of our hotel properties lease retail or restaurant space to third-party tenants. The majority of our third-party tenants requested rent deferrals in prior years to ease the negative financial effects of the COVID-19 pandemic on their businesses. We primarily negotiated rent deferrals with these tenants that defer rent for a specified number of months and require repayment of the deferred rent over a negotiated period of time. We have adopted a policy that the deferrals are not a change in the provisions of the lease. As such, we are accounting for the concessions using the rights and obligations of the existing lease and recognizing a short-term lease receivable in the period that the cash payment is owed.

~~Notes Receivables~~

We selectively provide mezzanine financing to developers where we also have the opportunity to acquire the hotel property at or after the completion of the development project, and we also may provide seller financing under limited circumstances. We classify notes receivable as held-to-maturity and carry the notes receivable at cost less the unamortized discount, if any. In accordance with ASU No. 2016-13, ~~Financial Instruments - Credit Losses (Topic 326)~~, we measure financial assets (or a group of financial assets) at amortized cost and present them at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We routinely evaluate our notes receivable and interest receivables for collectability. Probable losses on notes receivable are recognized in a valuation account that is deducted from the amortized cost basis of the notes receivable and recorded as Provision for credit losses in our Condensed Consolidated Statements of Operations. When we place notes receivable on non-accrual status, we suspend the recognition of interest income until cash interest payments are received. Generally, we return notes receivable to accrual status when all delinquent interest becomes current and collectability of interest is reasonably assured. We do not measure an allowance for credit losses for accrued interest receivable. Accrued interest receivable is written-off to bad debt expense when collection is not reasonably assured.

~~Cash and Cash Equivalents~~

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At times, cash on deposit may exceed the federally insured limit. We maintain our cash with high credit quality financial institutions.

~~Restricted Cash~~

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.

~~Redeemable Non-controlling Interests~~Earnings Per Share

~~Redeemable non-controlling interests represent redeemable preferred units issued~~Basic earnings (loss) per share (“EPS”) is computed by our Operating Partnership ("Redeemable Preferred Units") in connection with the NCI Transaction. Redeemable non-controlling interests are recorded as temporary equity in a mezzanine presentation outside of Equity on our Condensed Consolidated Balance Sheets. We record Redeemable non-controlling interests at fair value on the issuance date of the securities. When the carrying value (the acquisition date fair value adjusted for the non-controlling interest’s share ofdividing net income (loss) ~~and dividends) is less than~~available to common stockholders by the ~~redemption value, we adjust~~weighted-average number of shares of common stock outstanding for the ~~redeemable non-controlling interest~~period. We apply the two-class method of computing earnings (loss) per share, which requires the calculation of separate earnings (loss) per share amounts for participating securities. Under the two-class computation method, net losses are not allocated to ~~equal~~participating securities unless the ~~redemption value with changes recognized as an adjustment to Accumulated deficit and distributions in excess of retained earnings. Any such adjustment, when necessary, is recorded as~~holder of the ~~applicable balance sheet date.~~security has a contractual obligation to share in the losses. Any anti-dilutive securities are excluded from the basic per-share calculation.

~~Non-controlling Interests~~ 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.

~~Non-controlling interests represent~~Basic and diluted loss per share for the ~~portion of equity in a consolidated entity held by owners other than the consolidating parent. Non-controlling interests~~three months ended March 31, 2023 and 2022 are ~~reported in the Condensed Consolidated Balance Sheets within equity, separately from stockholders’ equity. Revenue, expenses and net income~~calculated as Net loss attributable to ~~both the Company~~common stockholders for each respective period divided by weighted-average shares of common stock outstanding for each respective period as all other securities are antidilutive. Potentially dilutive shares include unvested restricted share grants, unvested performance share grants, shares of common stock issuable upon conversion of convertible debt and ~~the non-controlling interests are reported in the Condensed Consolidated Statements~~shares of ~~Operations.~~

~~Our Condensed Consolidated Financial Statements include non-controlling interests related to~~ common ~~units~~stock issuable upon conversion of ~~limited partnership interests (“~~Common ~~Units”) in the Operating Partnership held by unaffiliated third parties and third-party ownership~~Units of a 49% interest in the Joint Venture. Also, our Condensed Consolidated Financial Statements include Redeemable Preferred Units in the Operating Partnership issued to complete the NCI Transaction and held by unaffiliated third parties. These Redeemable Preferred Units are presented as temporary equity related to our Operating ~~Partnership in a mezzanine position between liabilities and stockholders' equity on our Condensed Consolidated Balance Sheet as Redeemable Non-controlling Interests. See~~ ~~"Note 9 - Non-controlling Interests and Redeemable Non-controlling Interests"~~ ~~for further information.~~

~~Revenue Recognition~~

In accordance with ASU No. 2014-09, revenues from the operation of our hotel properties are recognized when guestrooms are occupied, services have been rendered or fees have been earned. Revenues are recorded net of any discounts and sales and other taxes collected from customers. Revenues consist of room sales, food and beverage sales, and other hotel property revenues and are presented on a disaggregated basis on our Condensed Consolidated Statements of Operations.

Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms for one or more nights. Our performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night.

Food and beverage revenues are generated when customers purchase food and beverage at a hotel property's restaurant, bar or other facilities. Our performance obligations are fulfilled at the time that food and beverage is purchased and provided to our customers.

Other revenues such as fees for parking, meeting space or communication services are recognized at the point in time or over the time period that the associated good or service is provided. Ancillary services such as parking at certain hotel properties are provided by third parties and we assess whether we are the principal or agent in such arrangements. If we are determined to be the agent, revenue is recognized based upon the commission paid to us by the third party for the services rendered to our customers. If we are determined to be the principal, revenues are recognized based upon the gross contract price of the service provided. Certain of our hotel properties have retail spaces, restaurants or other spaces that we lease to third parties. Lease revenues are recognized on a straight-line basis over the respective lease terms and are included in Other income on our Condensed Consolidated Statements of Operations.

~~Cash received prior to customer arrival is recorded as an advance deposit from the customer and is recognized as revenue at the time of occupancy.~~

~~Equity-Based Compensation~~

Our 2011 Equity Incentive Plan, which was amended and restated effective May 13, 2021 (as amended, 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. We account for time-based and performance-based stock awards using the grant date fair value of those equity awards. Restricted stock awards with performance-based vesting conditions are market-based awards tied to total stockholder return and are valued using a Monte Carlo simulation model in accordance with ASC Topic 718, ~~Compensation — Stock Compensation~~. We expense the fair value of awards under the Equity Plan ratably over the vesting period and market-based awards are not adjusted for performance. The amount of stock-based compensation expense may be subject to adjustment in future periods due to a change in forfeiture assumptions or modification of previously granted awards.

~~Derivative Financial Instruments and Hedging~~

We use interest rate derivatives to hedge our risks on variable-rate debt. Interest rate derivatives could include swaps, caps, collars, and floors. We assess the effectiveness of each hedging relationship by comparing changes in fair value or cash flows of the derivative financial instrument with the changes in fair value or cash flows of the designated hedged item or transaction. All derivative financial instruments are recorded at fair value as a net asset or liability in our Condensed Consolidated Balance Sheets.

The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts deferred in Other comprehensive income will be reclassified to Interest expense in our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings.

~~Income Taxes~~

We have elected to be taxed as a REIT under certain provisions of the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute annually to our stockholders at least 90% of our REIT taxable income, subject to certain adjustments and excluding any capital gain. As a REIT, we generally will not be subject to federal income tax (other than taxes paid by our TRSs at regular corporate income tax rates) to the extent we distribute 100% of our REIT taxable income to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will be unable to re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT, unless we satisfy certain relief provisions.

Substantially all of our assets are held by and all of our operations are conducted through our Operating Partnership or our subsidiary REITs. Partnerships are not subject to U.S. federal income taxes as revenues and expenses pass through to and are taxed on the owners. Generally, the states and cities where our partnerships operate follow the U.S. federal income tax treatment. However, there are a limited number of local and state jurisdictions that tax the taxable income of the Operating Partnership. ~~Accordingly, we provide for income taxes in these jurisdictions for the Operating Partnership.~~

Taxable income related to our TRSs are subject to federal, state and local income taxes at applicable tax rates. Our consolidated income tax provision includes the income tax provision related to the operations of the TRSs as well as state and local income taxes related to the Operating Partnership.

Where required, 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 recovered 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.

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. Due to the effects of the COVID-19 pandemic, certain of our TRSs have incurred operating losses in the past and are expected to be in a cumulative loss for the foreseeable future. As such, the realizability of our deferred tax assets at March 31, 2022 is not reasonably assured. Therefore, we have recorded a valuation allowance against substantially all of our deferred tax assets at March 31, 2022.

~~We perform a quarterly review for any uncertain tax positions. The Company had no accruals for uncertain tax positions as of March 31, 2022 and December 31, 2021.~~

~~Fair Value Measurement~~

~~Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:~~


~~Level 1:~~						~~Observable inputs such as quoted prices in active markets.~~
~~Level 2:~~						~~Directly or indirectly observable inputs, other than quoted prices in active markets.~~
~~Level 3:~~						~~Unobservable inputs in which there is little or no market information, which require a reporting entity to develop its own assumptions.~~

~~Assets and liabilities measured at fair value are based on one or more of the following valuation techniques:~~


~~Market approach:~~						~~Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.~~
~~Cost approach:~~						~~Amount required to replace the service capacity of an asset (replacement cost).~~
~~Income approach:~~						~~Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models).~~

Our estimates of fair value were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. We classify assets and liabilities in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement.

We have elected a measurement alternative for equity investments, such as our purchase option, that do not have readily determinable fair values. Under the alternative, our purchase option is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, if any.

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 in 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 materially differ from our expectations, which could materially affect our ~~expectations for our~~ consolidated financial position and results of operations. ~~In particular, a number of estimates have been and will continue to be affected by the ongoing COVID-19 pandemic.~~

~~Reclassifications~~

Certain amounts related to intangible assets totaling approximately $3.5 million and accumulated amortization of approximately $1.0 million have been reclassified within Investments in Hotel Properties, net to conform to the current period presentation.

New Accounting Standards

In March 2020, the ~~FASB~~Financial Accounting Standards Board issued ASU No. 2020-04, Reference Rate Reform (Topic 848). ASU No. 2020-04 contains practical expedients for reference rate reform related activities that affect debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The ~~Company continues to evaluate the~~implementation of ASU No. 2020-04 did not have a material effect on our consolidated financial position or results of ~~the guidance and may apply other elections as applicable as additional changes in the market occur.~~operations.

In ~~August 2020,~~September 2022, the ~~FASB~~Financial Accounting Standards Board issued ASU No. ~~2020-06,~~2022-04, ~~Debt – Debt with Conversion and Other Options~~Liabilities - Supplier Finance Programs (Subtopic ~~470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The objective~~405-50): Disclosure of ASU No. 2020-06 is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity.

The amendments in ASU No. 2020-06 reduce the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, ~~Derivatives and Hedging~~Supplier Finance Program Obligations, ~~or that do not result in substantial premiums accounted~~to enhance transparency around the use of supplier finance programs. The provisions for ~~as paid-in capital, the embedded conversion features no longer~~this update are ~~separated from the host contract. The amendments in ASU No. 2020-06 remove certain conditions that otherwise should be considered in the derivatives scope exception evaluation under Subtopic 815-40,~~ ~~Derivatives and Hedging—Contracts in Entity’s Own Equity~~, and clarify the scope and certain requirements under Subtopic 815-40. The amendments also improve the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts in an entity’s own equity.

~~ASU No. 2020-06 is~~ effective for ~~fiscal years~~annual and interim periods beginning after December ~~15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We elected to adopt ASU No. 2020-06 effective~~31, 2022. Effective January 1, ~~2021 in connection with our Convertible Notes Offering closed~~2023, the Company adopted ASU 2022-04. The standard did not have a material effect on ~~January 12, 2021 as described in "Note 5 – Debt." In accordance with~~ the ~~provisions of ASU No. 2020-06, we will account for the convertible notes issued in 2021 entirely as a liability and we will use the if-converted method for diluted share calculations.~~Company's condensed consolidated financial statements.

129

NOTE 3 - ~~INVESTMENT~~INVESTMENTS IN ~~HOTEL PROPERTIES,~~LODGING PROPERTY, NET

~~Investment~~Investments in ~~Hotel Properties,~~Lodging Property, net

~~Investment~~Investments in ~~hotel properties,~~lodging property, net is as follows (in thousands):


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Hotel buildings and improvements		$	2,762,269	$	2,127,782
Lodging buildings and improvements						Lodging buildings and improvements	$	2,776,110	$	2,764,355
Land	Land	363,727		323,276		Land	365,770		365,770
Furniture, fixtures and equipment	Furniture, fixtures and equipment	242,165		167,245		Furniture, fixtures and equipment	256,681		250,575
Construction in progress	Construction in progress	26,669		18,321		Construction in progress	65,252		62,471
Intangible assets	Intangible assets	37,981		10,834		Intangible assets	39,954		39,954
Real estate development loan		29,632		27,595
Real estate development loan, net						Real estate development loan, net	519		—
		3,462,443		2,675,053			3,504,286		3,483,125
Less - accumulated depreciation and amortization		(614,042)		(583,080)
Less accumulated depreciation						Less accumulated depreciation	(727,339)		(690,573)
		$	2,848,401	$	2,091,973		$	2,776,947	$	2,792,552

Depreciation and amortization expense related to our lodging properties was $36.8 million and $36.1 million for the three months ended March 31, 2023 and 2022, respectively.

~~We provided~~

Real Estate Development Loans

Onera Mezzanine Loan

In January 2023, we entered into an agreement with affiliates of Onera Opportunity Fund I, LP ("Onera") to provide a mezzanine loan to fund up to ~~$28.9~~$4.6 million for the development of a glamping property (the "Onera Mezzanine Loan"). The Onera Mezzanine Loan is secured by a second mortgage on the property that is subordinate to the senior lender for the development project. The loan matures 24 months from the closing date of the transaction and may be extended for an additional 12 months at the borrower's option. Additionally, we issued a $3.0 million letter of credit to the senior lender of the project as additional support for Onera's construction loan. We also have an option to purchase 90% of the equity of the entity that owns the development property upon completion of construction or upon the one-year anniversary of such completion at a pre-determined price (the "Onera Purchase Option"). The development is expected to be completed in the second half of 2024. As of March 31, 2023, we funded $1.3 million of our total $4.6 million commitment under the mezzanine loan. The balance of the Onera Mezzanine Loan is recorded net of the unamortized discount related to the carrying amount of the Onera Purchase Option of $0.8 million at March 31, 2023, and is classified as Investments in lodging property, net in our Condensed Consolidated Balance Sheets at March 31, 2023.

We recorded the Onera Purchase Option related to the Onera Mezzanine Loan at its estimated fair value of $0.9 million on the transaction date using the Black-Scholes model in Other assets and as a contra-asset to Investments in lodging property, net. The recorded amount of the Onera Purchase Option is being amortized over the term of the Onera Mezzanine Loan using the straight-line method, which approximates the interest method, as non-cash interest income. For the three months ended March 31, 2023, we amortized $0.1 million of the carrying amount of the Onera Purchase Option as non-cash interest income.

Brickell Mezzanine Loan

During the year ended December 31, 2019, we executed a mezzanine loan, as amended, to a developer (the "Brickell Mezzanine Loan") to fund up to $29.9 million for a mixed-use development project that ~~includes a hotel property, retail space, and parking. The hotel property is a 264 guestroom dual-branded~~included the AC Hotel by Marriott and Element Miami Brickell Hotel in Miami, ~~FL. In December 2021, we modified~~FL (together the ~~loan agreement to increase our funding commitment by $1.0 million.~~"AC/Element Hotel"), retail space, and parking. As of March 31, 2022, we had funded $29.6 million of our total $29.9 million commitment, ~~under~~and we funded the ~~mezzanine loan.~~full commitment thereafter. In connection with the Brickell Mezzanine Loan, we received an option to purchase a 90% interest in the AC/Element Hotel (the “Initial Purchase Option”). We also have the right to purchase the remaining interest in the property five years after the completion of construction. The ~~mezzanine loan~~Brickell Mezzanine Loan was classified as ~~Investment~~Investments in ~~hotel properties,~~lodging property, net in our Condensed Consolidated Balance ~~Sheets~~Sheets. We exercised the Initial Purchase Option in the second quarter of 2022, which resulted in the repayment in full of the Brickell Mezzanine Loan.

We recorded the Brickell Purchase Option at its estimated fair value of $2.8 million on the transaction date using the Black-Scholes model in Other assets and as a contra-asset to Investment in lodging property, net. The contra-asset was amortized as a component of non-cash interest income over the term of the Brickell Mezzanine Loan, using the straight-line method, which approximates the interest method. For the three months ended March 31, 2022, ~~and December 31, 2021. See~~ ~~"Note 4 - Investment in Real Estate Loans"~~ ~~for further information.~~we amortized $0.1 million of the carrying amount of the Brickell Purchase Option as non-cash interest income.

~~Acquisition~~Our estimate of ~~NewcrestImage Portfolio~~the fair values of the Onera Purchase Option and the Brickell Purchase Option under the Black-Scholes model requires significant judgment and estimates primarily related to the volatility of our stock price and expected levels of future dividends on our common stock. Although our estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could materially differ from our expectations.

~~On November 2, 2021,~~Lodging Property Acquisitions

NCI Transaction

During the quarter ended March 31, 2022, the Operating Partnership and the GIC Joint Venture ~~entered into~~closed on a ~~Contribution and Purchase Agreement~~transaction (the ~~“Contribution and Purchase Agreement”~~"NCI Transaction") with NewcrestImage Holdings, LLC ~~a Delaware limited liability company,~~ and

NewcrestImage Holdings II, LLC ~~a Delaware limited liability company~~ (together, ~~“NewcrestImage”~~"NewcrestImage"), to purchase from

NewcrestImage ~~a 100% interest in~~ a portfolio of 27 ~~hotel~~lodging properties, containing an aggregate of 3,709 guestrooms, and 2two parking structures, containing 1,002 spaces, ~~(such hotel properties and parking structures, the “Portfolio”),~~ and various financial ~~and tax~~ incentives ~~for certain of the acquired properties,~~ for an aggregate purchase price of $822.0 ~~million.~~

On January 13, 2022, the Joint Venture completed the acquisition of the Portfolio except for one hotel property, the 176 guestroom Canopy New Orleans which was still under construction, for an aggregate purchase price of $766.0 million, paid in the form of ~~15,314,494~~15,864,674 Common Units (deemed value of $10.0853 per unit), ~~1,958,429 preferred units of limited partnership of the Operating Partnership newly designated as 5.25%~~2,000,000 Series Z ~~Cumulative Perpetual~~ Preferred Units, ~~(Liquidation Preference $25 Per Unit) (the “Series Z Preferred Units”), $382.0~~cash draws totaling $410.0 million ~~cash draw~~ from a term loan entered into by subsidiaries of the GIC Joint Venture, the assumption by a subsidiary of the GIC Joint Venture of approximately $6.5 million in PACE loan debt, ~~and~~ $5.9 million of cash contributed to escrow in the prior year by GIC, as a limited partner in the Joint Venture, and approximately ~~$171.4~~$185.2 million cash contributed by GIC at closing. GIC also contributed to the GIC Joint Venture an additional $18.5 million in cash for estimated pre-acquisition costs related to the NCI Transaction, a portion of which ~~will be~~was distributed to the Operating Partnership as reimbursement for transaction costs paid by the Operating Partnership.

The Joint Venture acquired the Canopy New Orleans on March 23, 2022 upon completion of its construction, for a purchase price of $56.0 million, which was paid in the form of 550,180 Common Units, 41,571 Series Z Preferred Units, $13.8 million cash contributed by GIC, as a limited partner in the Joint Venture, and $28.0 million cash proceeds from a draw on the term loan entered into by subsidiaries of the Joint Venture.

We valued the Common Units and Series Z Preferred Units at fair market value on the closing dates of the NCI Transaction, which resulted in us recording the issued Common Units and Series Z Preferred Units at $157.5 million and $50.0 million, respectively. The Common Units were recorded at the closing prices of our ~~Common Stock~~common stock on the closing dates since the Common Units are redeemable for shares of our ~~Common Stock~~common stock on a 1:1 basis. We estimated the fair value of the Series Z Preferred Units based on the features and stated dividend coupon of the Series Z Preferred Units relative to similar securities with more readily determinable market values. We recorded the Series Z Preferred Units at their redemption value of $50.0 million which approximates fair value on the closing dates.

~~Our~~The GIC Joint Venture assumed $335.2 million of debt in connection with the NCI Transaction and immediately repaid $328.7 million of the assumed debt on the closing date using proceeds from borrowings on the GIC Joint Venture Term Loan (as ~~defined below)~~described in Note 5 - Debt). We recorded debt assumed in connection with the NCI Transaction at its face amount, which approximated fair market value on the closing date.

~~Our~~The GIC Joint Venture recorded the NCI Transaction as an asset acquisition and allocated the aggregate purchase price paid for the NCI Transaction to the net assets acquired based on their relative ~~estimated~~ fair values. ~~The allocation of the aggregate purchase price to the~~In determining relative fair ~~value of the assets and liabilities acquired~~values, we made significant estimates regarding replacement costs for the ~~NCI Transaction is as follows (in thousands):~~

Assets and Liabilities Acquired Net Cash Disbursed
Land $ 52,797 Purchase price (1) $ 823,056
Hotel buildings and improvements 676,607 Acquisition costs 3,027
Furniture, fixtures and equipment 76,729 Deferred financing fees 4,625
Incentives and other intangibles 23,670 $ 830,708
Other assets (2) 5,318
Total assets acquired 835,121 Cash $ 208,819
Debt assumed (335,205) Preferred Operating Partnership Units 50,000
Other liabilities (3) (9,361) Common Units (1) 157,513
Net assets acquired $ 490,555 Debt 414,376
$ 830,708

(1) The contractual purchase price for the NCI Transaction was $822.0 million based on the issuance of Common OP Units totaling $160.0 million on the contract date. However, the fair value of the Common OP Units on the closing dates totaled $157.5 million based on the closing prices of our Common Stock on January 13, 2022buildings and ~~March 23, 2022 of $9.94~~furniture, fixtures and $9.61 per share, respectively. As such, the purchase price has been adjusted to reflect the fair value of the Common Units issued on the closing dates of the NCI Transaction plus additional costs incurred to close the transaction.

~~(2) Amount includes right-of-use assets~~equipment, and judgments related to ~~assumed leases totaling approximately $5.3 million.~~

~~(3) Amount includes assumed key money liabilities of approximately $3.9 million, lease liabilities of approximately $5.1 million, and other liabilities of approximately $0.4 million.~~

certain market assumptions. Incentives and other intangibles include tax incentives totaling approximately $19.8 million associated with certain of the acquired ~~hotel~~ properties in the NCI Transaction and are being amortized over a ~~weighted average~~weighted-average amortization period of approximately 9.1 years, which is the period in which we expect to meet the requirements to receive payment of the tax incentives. Other intangible assets totaling approximately $3.9 million are related to key money associated with certain of the ~~hotel~~lodging properties acquired in the NCI Transaction and are being amortized over a ~~weighted average~~weighted-average amortization period of approximately 19.7 years, which is the remaining ~~the~~ key money contract period with the franchisor.

A summary of the lodging properties acquired during the three months ended March 31, 2022 is as follows (in thousands):


Date Acquired	Franchise/Brand	Location	Guestrooms	Purchase Price
January 13, 2022	Portfolio of properties - twenty-six lodging properties and two parking garages (1)	Various	3,533	$	766,000
March 23, 2022	Canopy Hotels by Hilton (1)	New Orleans, LA	176	56,000

			3,709	$	822,000

(1) On January 13, 2022, we acquired a portfolio of twenty-six lodging properties and two parking garages for an aggregate purchase price of $766.0 million. The lodging properties acquired included 21 hotels and two parking garages in Texas, two hotels in Louisiana and three hotels in Oklahoma under the following brands: Marriott (13), Hilton (7), Hyatt (4), and IHG (2). On March 23, 2022, we acquired the Canopy New Orleans upon completion of its construction for a purchase price of $56.0 million.

The allocation of the aggregate purchase prices to the fair value of assets and liabilities acquired for the above acquisitions is as follows (in thousands):


Land	$	52,797
Lodging buildings and improvements	676,607
Furniture, fixtures and equipment	76,729
Incentives and other intangibles	23,670
Other assets	5,318
Total assets acquired (1)	835,121
Less debt assumed	(335,205)
Less lease liabilities assumed	(5,441)
Less other liabilities	(3,920)
Net assets acquired	$	490,555

(1) Total assets acquired is based on an aggregate purchase price of $822.0 million plus the following items related to the NCI Transaction: interest swap breakage fees and debt defeasance costs of $3.5 million, a reduction to the value of the Common Units issued on the closing date of $2.5 million, plus transaction costs of $3.0 million, and intangible assets totaling $9.1 million acquired outside of escrow.

Acquisition costs related to the NCI Transaction have been capitalized as part of the recorded amounts of the acquired assets.

There were no acquisitions during the three months ended March 31, 2023.

Intangible Assets

Intangible assets, net is as follows (in thousands):


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Indefinite-lived intangible assets:	Indefinite-lived intangible assets:					Indefinite-lived intangible assets:
Air rights	Air rights	$	10,754	$	10,754	Air rights	$	10,754	$	10,754
Other	Other	80		80		Other	80		80
		10,834		10,834			10,834		10,834
Finite-lived intangible assets:	Finite-lived intangible assets:					Finite-lived intangible assets:

Tax incentives	Tax incentives	19,750		—		Tax incentives	19,750		19,750
Key money	Key money	7,397		—		Key money	9,370		9,370
		27,147		—
		37,981		10,834
Less - accumulated amortization		(2,015)		—
							29,120		29,120
Intangible assets						Intangible assets	39,954		39,954
Less accumulated amortization						Less accumulated amortization	(6,149)		(5,110)
Intangible assets, net	Intangible assets, net	$	35,966	$	10,834	Intangible assets, net	$	33,805	$	34,844

We recorded amortization expense related to intangible assets of approximately $1.0 million and ~~$0.05~~$0.9 million for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively.

Future amortization expense related to intangible assets is as follows (in thousands):

2022 $ 4,290
2023 4,252
2024 3,541
2025 1,546
2025 1,546
Thereafter 9,957
$ 25,132

We also acquired in the NCI Transaction a limited liability corporation with an historical tax credit (the "HTC Entity"). The third-party member in the HTC Entity (the "HTC Partner") that owns the majority interest in the HTC Entity is entitled to the value of the historical tax credit. The recapture period related to the historical tax credit expires in October 2022. We have a call option to purchase the HTC Partner's entire interest in the HTC Entity (the "HTC Call Option") commencing on the last day of the recapture period and continuing for 180 days thereafter for $2.6 million plus certain additional costs, estimated to be approximately $0.1 million. If we do not exercise the HTC Call Option, the HTC Partner has a put option to require us to purchase its interest in the HTC Entity upon expiration of the HTC Call Option and continuing for six months thereafter for the same amount as the Call Option exercise price. We have a note receivable from NewcrestImage for $2.7 million that is payable upon our exercise of the HTC Call Option. We have entered into an agreement with NewcrestImage to timely exercise the HTC Call Option. As a result, we have recorded a note receivable of $2.7 million from NewcrestImage and a liability at March 31, 2022 of $2.7 million related to our obligation to exercise the HTC Call Option.


For the Year Ending December 31,	Amount
2023	$	4,331
2024	3,620
2025	1,625
2026	1,625
2027	1,506
Thereafter	10,264
	$	22,971

Assets Held for Sale

Assets held for sale, net at March 31, 2023 and December 31, 2022 include ~~a land parcel in Flagstaff, AZ~~certain properties that are under contract for sale and ~~the 169 guestroom Hilton Garden Inn San Francisco Airport North in San Francisco, CA which is~~ expected to close induring the second ~~quarter~~or third quarters of ~~2022~~2023 or are being marketed for ~~a gross selling price of $75.0 million. Assets Held for Sale at December 31, 2021 include a land parcel in Flagstaff, AZ.~~

~~Assets held for~~ sale ~~were~~ as follows (in thousands):

March 31, December 31,
2022 2021
Hotel buildings and improvements $ 43,078 $ —
Land 12,771 425
Furniture, fixtures and equipment 3,199 —
59,048 425
Less - accumulated depreciation and amortization (6,247) —
$ 52,801 $ 425


	Net Carrying Amount
Under Contract For Sale:
Portfolio of four lodging properties	$	27,669
Portfolio of two lodging properties	49,853
Parcel of undeveloped land - San Antonio, TX	1,225
	78,747
Marketed For Sale:
Parcel of undeveloped land - Flagstaff, AZ	425
	$	79,172

We continue to incur limited renovation costs for certain properties recorded as Assets held for sale, net. During the three months ended March 31, 2023, we incurred approximately $0.6 million of such renovation costs that have been capitalized during the period as part of the carrying amounts of the related properties recorded as Assets held for sale, net.

NOTE 4 — ~~INVESTMENT IN~~ REAL ESTATE LOANS, NET

Investment in real estate loans, net is as follows (in thousands):

March 31, 2022 December 31, 2021
Real estate loans $ 2,350 $ 2,350
Allowance for credit losses (2,350) (2,350)
Investment in real estate loans, net $ — $ —

~~The amortized cost bases of our Investment in real estate loans, net approximate their fair values.~~

~~Real Estate Development Loans~~

~~During the year ended December 31, 2019, we provided a mezzanine loan to fund up to $28.9 million for a mixed-use~~

development project that includes the AC Hotel by Marriott and Element Miami Brickell Hotel in Miami, FL, retail space, and parking. The loan closed in the third quarter of 2019 and has a stated interest rate of 9%. In November 2020, we extended the maturity date of the loan from February 15, 2022 to May 15, 2022. In December 2021, we modified the loan agreement to increase the Company's funding commitment by $1.0 million. The loan is secured by a second mortgage on the development project and a pledge of the equity in the project owner. As of March 31, 2022, we funded $29.6 million of our total $29.9 million commitment.

We have an option to purchase a 90% interest in the AC Hotel by Marriott and Element Miami Brickell Hotel in Miami, FL (the “Initial Purchase Option”). We also have the right to purchase the remaining interest in the hotel property five years after the completion of construction. In December 2021, construction of the hotel property was completed. We have issued a $10.0 million letter of credit under our senior revolving credit facility to secure the exercise of the Initial Purchase Option. As such, we have classified the loan as Investment in hotel properties, net on our Consolidated Balance Sheets at March 31, 2022 and December 31, 2021. Interest income on the mezzanine loan is recorded in our Consolidated Statement of Operations as it is earned. We have recorded the aggregate estimated fair value of the Initial Purchase Option totaling $2.8 million in Other assets and as a contra-asset to Investment in hotel properties, net. The contra-asset will be amortized as a component of non-cash interest income over the term of the real estate development loan using the straight-line method, which approximates the interest method. During each of the three months ended March 31, 2022 and 2021, we amortized $0.1 million and $0.3 million, respectively, as non-cash interest income. Including the amortization of the contra-asset, the current effective interest rate on this loan is approximately 11.4%.

In April 2022, we exercised the Initial Purchase Option to acquire a 90% equity interest in the AC Hotel by Marriott and Element Miami Brickell Hotel in Miami, FL containing an aggregate 264 guestrooms. The option price was based on a gross hotel valuation of $89.0 million determined prior to commencement of the development project. We expect to fund our estimated equity requirement with the proceeds from the payment in full of our outstanding mezzanine loan to the developer of the project, which is expected to be $29.9 million at closing, the assumption of senior debt on the development project of approximately $47.0 million, and $7.9 million in cash. We expect to close the transaction in June 2022.

~~For additional information regarding our real estate development loans, please see our Annual Report on Form 10-K filed on February 23, 2022.~~

~~Seller-Financing Loans~~


	March 31, 2023		December 31, 2022
Real estate loan	$	1,250	$	1,250
Allowance for credit losses	(1,000)		(1,250)

	$	250	$	—

On June 29, 2018, we sold the Holiday Inn in Duluth, GA and the Hilton Garden Inn in Duluth, GA for an aggregate selling

price of $24.9 million. We provided seller financing totaling $3.6 million on the sale of these properties under ~~2, 3.5 year~~

two, 3.5-year second mortgage notes with a blended interest rate of 7.38% that are further collateralized by a personal guarantee from the

principal of the borrower. ~~As of March 31, 2022, there was $2.4 million outstanding on the seller-financing loans.~~ During

the year ended December 31, 2020, we recorded an allowance for credit losses in an amount equal to the outstanding balance of

the loans due to a borrower default caused by the negative effects of the COVID-19 pandemic.

On June 1, 2021, we amended the terms of the seller-financing loans and extended the maturity ~~date~~dates of each loan to December

31, 2022. ~~Interest is accruing~~Under the modified loan terms, interest accrues monthly at a rate of 9.00% ~~monthly,~~per annum, including 5.00% payable in cash and 4.00% paid-in-kind. ~~Semiannual~~

On September 15, 2022, we received a $0.6 million payment to repay one of the two loans in full. We also extended the maturity date of the remaining loan to December 31, 2023. During the year ended December 31, 2022, the remaining loan and underlying collateral were transferred to the control of the estate of the principal ~~payments~~borrower who was also the personal guarantor on the loan. The outstanding principal balance of the remaining seller-financing loan continues to be fully reserved pending further performance by the borrower under the modified terms of the loan. In April 2023, we received a scheduled principal payment of $0.3 million ~~began~~ on ~~April 15,~~the loan.

The seller-financing loan,net is included in Prepaid expenses and other in our Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 2022.

NOTE 5 - DEBT

~~At March 31, 2022, our indebtedness was comprised~~Debt, net of borrowings under our 2018 Senior Credit Facility (as defined below), the 2018 Term Loan (as defined below), the 2017 Term Loan (as defined below), the Joint Venture Credit Facility (as defined below), the Joint Venture Term Loan (as defined below), the PACE Loan (as defined below), the Convertible Notes (as defined below), and indebtedness secured by first priority mortgage liens on various hotel properties. debt issuance costs, is as follows (in thousands):


	March 31, 2023		December 31, 2022
Revolving debt	$	155,000	$	140,000
Term loans	910,000		910,000
Convertible notes	287,500		287,500
Mortgage loans	124,932		125,624
	1,477,432		1,463,124
Unamortized debt issuance costs	(10,309)		(11,328)
Debt, net of debt issuance costs	$	1,467,123	$	1,451,796

The ~~weighted average~~weighted-average interest rate, after giving effect to our interest rate derivatives, for all borrowings was ~~3.34%~~5.35% at March 31, ~~2022~~2023 and ~~3.35%~~5.04% at December 31, ~~2021.~~2022. There are currently no defaults under any of the Company's mortgage loan agreements.

~~Debt, net of debt issuance costs, is as follows (in thousands):~~

March 31, 2022 December 31, 2021
Revolving debt $ 68,500 $ 68,500
Term loans 972,000 562,000
Convertible notes 287,500 287,500
Mortgage loans 168,640 163,315
1,496,640 1,081,315
Unamortized debt issuance costs (14,745) (11,518)
Debt, net of debt issuance costs $ 1,481,895 $ 1,069,797

We have entered into interest rate swaps to ~~partially~~ fix the interest rates on a portion of our variable interest rate indebtedness. In March 2023, subsidiaries of the GIC Joint Venture that are the borrowers under the GIC Joint Venture Term Loan entered into two $100.0 million interest rate swaps to fix one-month term SOFR until January 2026. The interest rate swaps have an effective date of July 1, 2023 and a termination date of January 13, 2026. See "Note 7 - Derivative Financial Instruments and Hedging" to the Condensed Consolidated Financial Statements for additional information.

Our total fixed-rate and variable-rate debt, after considering our interest rate derivative agreements that are currently effective, is as follows (in thousands):

March 31, 2022 Percentage December 31, 2021 Percentage
Fixed-rate debt $ 848,249 57% $ 842,858 78%
Variable-rate debt 648,391 43% 238,457 22%
$ 1,496,640 $ 1,081,315


	March 31, 2023		Percentage	December 31, 2022		Percentage
Fixed-rate debt (1)	$	757,808	51%	$	758,433	52%
Variable-rate debt	719,624		49%	704,691		48%
	$	1,477,432		$	1,463,124

(1) At March 31, 2023, debt related to our wholly-owned properties and our pro rata share of joint venture debt has a fixed-rate debt ratio of approximately 73% of our total pro rata indebtedness when taking into consideration interest rate swaps entered into during the three months ended March 31, 2023 when they become effective in July 2023.

Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands):

March 31, 2022 December 31, 2021
Carrying
Value Fair Value Carrying
Value Fair Value Valuation Technique
Convertible notes $ 287,500 $ 303,003 $ 287,500 $ 300,384 Level 1 - Market approach
Fixed-rate mortgage loans 160,749 154,852 155,358 155,765 Level 2 - Market approach
$ 448,249 $ 457,855 $ 442,858 $ 456,149


	March 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value		Valuation Technique
Convertible notes	$	287,500	$	246,750	$	287,500	$	247,126	Level 1 - Market approach
Mortgage loans	70,307		61,999		70,933		61,447		Level 2 - Market approach
	$	357,807	$	308,749	$	358,433	$	308,573

At March 31, 2022 and December 31, 2021, we had $400.0 million 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. For additional information on our use of derivatives as interest rate hedges, refer to ~~"Note 7 - Derivative Financial Instruments and Hedging."~~

~~$600 Million~~

Detailed information about our gross debt at March 31, 2023 and 2022 is as follows:


Lender	Interest Rate	Maturity Date	Number of Encumbered Properties		March 31, 2023			December 31, 2022
OPERATING PARTNERSHIP DEBT:
2018 Senior Credit Facility
Bank of America, NA
$400 Million Revolver (1)(2)	6.86% Variable	September 30, 2023	n/a		$	30,000		$	15,000
$200 Million Term Loan (1)(3)	6.81% Variable	April 1, 2024	n/a		200,000			200,000
Total Senior Credit and Term Loan Facility				230,000			215,000

Term Loans

KeyBank National Association Term Loan (1)	6.64% Variable	February 14, 2025	n/a		225,000			225,000

Convertible Notes	1.50% Fixed	February 15, 2026	n/a		287,500			287,500

Secured Mortgage Indebtedness




MetaBank	4.44% Fixed	July 1, 2027	3		43,518			43,917









Bank of the Cascades (First Interstate Bank) (4)	6.60% Variable	December 19, 2024	1		7,624			7,691
	4.30% Fixed	December 19, 2024	—		7,624			7,691





Total Mortgage Loans			4		58,766			59,299
					801,266			786,799

JOINT VENTURE DEBT:
Brickell Joint Venture Mortgage Loan
City National Bank of Florida	7.86% Variable	June 30, 2025	2		47,000			47,000

GIC Joint Venture Credit Facility and Term Loans
Bank of America, N.A.
$125 Million Revolver (5)	6.99% Variable	October 8, 2023	n/a		125,000			125,000
$75 Million Term Loan (5)	6.94% Variable	October 8, 2023	n/a		75,000			75,000
Bank of America, N.A. (6)	7.63% Variable	January 13, 2026	n/a		410,000			410,000
Wells Fargo	4.99% Fixed	June 6, 2028	1		12,969			13,032
PACE loan	6.10% Fixed	July 31, 2040	1		6,197			6,293
Total GIC Joint Venture Credit Facility and Term Loans			2		629,166			629,325
Total Joint Venture Debt			4		$	676,166		$	676,325
Total Debt			8		$	1,477,432		$	1,463,124

(1) The 2018 Senior Credit Facility and Term Loans are supported by a borrowing base of 57 unencumbered hotel properties and a pledge of the equity securities of the entities that own and operate the 57 unencumbered hotels.

(2) We have exercised our option to extend the maturity date for the $400 Million Revolver to September 30, 2023 and we have additional options to extend the maturity date to March 31, 2025, subject to certain conditions.

(3) The maturity date for the $200 Million Term Loan can be extended to April 1, 2025 at the Company’s option, subject to certain conditions.

(4) The Bank of Cascades mortgage loan is comprised of two promissory notes that are secured by the same collateral and cross-defaulted.

(5) The $125 million Revolver and the $75 million Term Loan are secured by pledges of the equity in the entities (and affiliated entities) that own 11 lodging properties.

(6) The GIC Joint Venture's $410 million term loan with Bank of America, N.A. is secured by pledges of the equity in the entities (and affiliated entities) that own 27 lodging properties.

2018 Senior Credit Facility

On December 6, 2018, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into a $600.0 million senior credit facility (the “2018 Senior Credit Facility”) with Deutsche Bank AG New York Branch, as administrative agent, and a syndicate of lenders. The 2018 Senior Credit Facility is comprised of a $400.0 million revolver (the "$400 Million Revolver") and a $200.0 million term loan facility (the “$200 Million Term Loan”). The 2018 Senior Credit Facility has an accordion feature which allows the Company to increase the total commitments by an aggregate of up to $300.0 million. At March 31, ~~2022, we~~2023, our $200 million Term Loan was fully funded, and our $400 Million Revolver had ~~$200.0~~$30.0 million ~~borrowed, an~~in outstanding ~~letter~~borrowings. As of ~~credit of $10.0~~April 30, 2023, our $400 Million Revolver had $25.0 million ~~securing~~in outstanding borrowings due to repayments subsequent to March 31, 2023. Borrowings under the ~~exercise~~2018 Senior Credit Facility are limited by the value of the ~~Initial Purchase Option, and $340.0 million available~~Unencumbered Assets, detailed below. On July 21, 2022, Bank of America, N.A. entered into successor administrative agent documentation to ~~borrow plus an additional $50.0 million available to borrow subject to certain security requirements to be provided to the lender. At March 31, 2022, we had no borrowings outstanding~~succeed Deutsche Bank AG New York Branch as administrative agent on the ~~$400 Million Revolver.~~2018 Senior Credit Facility.

Amendments to ~~$600.0 Million~~the 2018 Senior Credit Facility

Between May 2020 and ~~November 2021,~~July 2022, the Company entered into several amendments to ~~the Credit Agreement of~~ the 2018 Senior Credit Facility (the “Credit Facility Amendments”).

AsThe Credit Facility Amendments provided two additional six-month maturity date extension options, subject to certain conditions for the $400 Million Revolver and $200 Million Term Loan. The $400 Million Revolver had an original maturity date of March 31, 2023, but we have exercised our option to extend the maturity date to September 30, 2023. We have additional options to extend the maturity date to March 31, 2025, subject to certain conditions. The $200 million Term Loan will mature on April 1, 2024 and can be extended to April 1, 2025 at the Company's option, subject to certain conditions.

On July 21, 2022, the ~~cumulative effect of the Credit Facility Amendments resulted in the waiver or adjustment of certain financial and other covenants under~~interest rate on the 2018 Senior Credit Facility ~~for the periods described below:~~

•~~Waivers of key financial and certain other covenants in the 2018 Senior Credit Facility for the period April 1, 2020 through March 31, 2022; and~~

•~~Beginning on April 1, 2022, adjustments to certain of the key financial covenants have gone into effect as follows:~~

◦~~Reduction of the Minimum Consolidated Fixed Charge Coverage Ratio;~~

◦~~Increase of the Maximum Unsecured Leverage Ratio;~~

◦~~Reduction of the Minimum Unsecured Interest Coverage Ratio; and~~

◦~~Increases~~was transitioned from LIBOR to the ~~Maximum Leverage Ratio, that adjusts down through calendar year 2023.~~

Secured Overnight Financing Rate (“SOFR”). The interest rate on the 2018 Senior Credit Facility is based on a pricing grid ranging from 140 basis points to 240 basis points plus ~~the the London Interbank Offered Rate ("LIBOR")~~SOFR plus a 10 basis point credit spread adjustment for the $400 Million Revolver and 135 basis points to 235 basis points plus ~~LIBOR~~SOFR plus a 10 basis point credit spread adjustment for the $200 Million Term Loan, depending ~~upon~~on the Company's leverage ~~ratio. The pricing grid was modified under~~ratio (as defined in the Credit Facility Amendments such that during the period ending December 31, 2021, or earlier at the Company's election subject to certain requirements (the "Amendment Period"), the applicable margin was at Pricing Level VII, as defined inloan documents). For purposes of the 2018 Senior Credit Facility, ~~documents. The applicable margin~~SOFR is ~~currently set at Pricing Level VIII. The interest rate at March 31, 2022 for the $200 Million Term Loan was 2.80%. The 2018 Senior Credit Facility has been amended~~subject to ~~accommodate the transition from LIBOR to the~~ ~~Secured Overnight Financing Rate ("SOFR"), when LIBOR is no longer available.~~a floor of 25 basis points.

The Credit Facility Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own all properties included in the unencumbered asset pool supporting the facility (“Unencumbered Properties”), as well as the equity interests in the TRS ~~lessees~~Lessees related to such Unencumbered Properties until the borrower meets certain conditions for their release. The Credit Facility Amendments also permitted the Company to complete the Convertible Notes Offering (defined below), the Series F preferred shares offering (defined below), ~~and~~ close on the NCI Transaction and enter into equity transactions and indebtedness related thereto.

The Credit Facility Amendments allow the borrower to advance up to $350 million on the $400 Million Revolver. Furthermore, the Credit Facility Amendments permit the borrower to advance an additional $50 million, in addition to the $350 million advance described in the preceding sentence, upon filing mortgages and related security agreements on all Unencumbered Properties, with such security documents to be released upon the borrower meeting certain conditions for their release.

The Credit Facility Amendments revise the restrictions that were previously placed on certain investments in assets, equity offerings and securing of permitted indebtedness to permit the borrower and Company to take such actions, provided that (i) portions of the proceeds from such events will be used to pay down the balance of the 2018 Senior Credit Facility, the 2018 Term Loan (defined below) and 2017 Term Loan (defined below) in accordance with the terms of the Credit Facility Amendments, and (ii) the borrower and Company comply with the other conditions to taking such actions, including maintaining a minimum of $150 million in liquidity.

Certain other typical limitations and conditions for credit facilities of this nature include, among other provisions, limitations on the use of revolving facility advances, certain restrictions on payments of dividends and establishment of a minimum liquidity requirement as indicated above. At March 31, 2022, we were in compliance with all financial covenants.

The 2018 Senior Credit Facility has an accordion feature which will allow the Company to increase the total commitments by an aggregate of up to $300.0 million. The $400 Million Revolver will mature on March 31, 2023 and can be extended to March 31, 2024 at the Company’s option, subject to certain conditions. The $200 Million Term Loan will mature on April 1, 2024.

~~Term Loans~~

2018 Term Loan

On February 15, 2018, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a ~~new~~ $225.0 million term loan (the “2018 Term Loan”) with KeyBank National Association, as administrative agent, and a syndicate of lenders listed in the loan ~~documentation,~~documents, which is fully drawn as of March 31, ~~2022.~~2023. The 2018 Term Loan has an accordion feature that allows us to increase the total commitments by $150.0 million prior to the maturity date of February 14, 2025, subject to certain conditions.

Amendments to ~~$225.0 Million~~the 2018 Term ~~Loan~~

Loan.

Between May 2020 and ~~November 2021,~~July 2022, the Company entered into several amendments to the ~~First Amended and Restated Credit Agreement (the “2018~~2018 Term ~~Loan Amendments”). As of March 31, 2022, the cumulative effect of the changes~~Loan. The amendments to the 2018 Term Loan ~~effected by~~are substantially the same as the Credit Facility Amendments described above. There was no modification to the maturity date of the 2018 Term ~~Loan Amendments are substantially similar to the changes described above effected by the Credit Facility Amendments.~~Loan.

We pay interest on advances at varying rates, based upon, at our option, either (i) daily, 1-~~, 2-~~, 3-, or 6-month ~~LIBOR,~~SOFR (subject to a floor of 25 basis points), plus a ~~LIBOR~~SOFR adjustment equal to 10 basis points and an applicable margin between ~~1.35%~~135 and ~~1.95%,~~215 basis points, depending upon our leverage ratio (as defined in the loan documents). ~~The pricing grid was modified under the 2018 Term Loan Amendments such that during the Amendment Period the applicable margin was set at Pricing Level VII, as defined in the 2018 Term Loan documents.~~ We are required to pay other fees, including ~~customary~~ arrangement and administrative fees. ~~The interest rate at March 31, 2022 was 2.60%. The 2018 Term Loan has been~~

~~amended to accommodate the transition from LIBOR to SOFR, when LIBOR is no longer available.~~

Financial and Other Covenants. We are required to comply with various financial and other covenants to draw and maintain borrowings under the 2018 Term Loan. The 2018 Term Loan Amendments ~~provide that~~provided for certain financial and other covenants under the 2018 Term Loan ~~were~~to be waived or ~~adjusted, which~~adjusted. The waivers and adjustments ~~are~~were the same as under the amendments to the Company’s 2018 Senior Credit Facility. At March 31, ~~2022,~~2023, we were in compliance with all financial covenants.

Unencumbered Assets. The 2018 Term Loan Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own the Unencumbered Properties, as well as the equity interests in the TRS ~~lessees~~Lessees related to such Unencumbered Properties until the borrower meets certain conditions for the release of such pledges. During the period that the pledges are in place, as well as at all other times during the term of the facility, borrowings under the 2018 Term Loan are limited by the value of the Unencumbered Assets.

~~2017 Term Loan~~

On September 26, 2017, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a $225.0 million term loan (the "2017 Term Loan") with KeyBank National Association, as administrative agent, and a syndicate of lenders listed in the loan documentation, which 2017 Term Loan has a principal balance of $62.0 million as of March 31, 2022.

~~Amendments to $225.0 Million 2017 Term Loan~~

Between May 2020 and November 2021, the Company entered into various amendments to the 2017 Term Loan (the “2017 Term Loan Amendments”). As of March 31, 2022, the cumulative effect of the changes to the 2017 Term Loan effected by the 2017 Term Loan Amendments are substantially similar to the changes described above effected by the Credit Facility Amendments.

The 2017 Term Loan has an accordion feature which allows us to increase the total commitments by an aggregate of $175.0 million prior to the maturity date, subject to certain conditions. The 2017 Term Loan matures on November 25, 2022.

We pay interest on advances at varying rates, based upon, at our option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a LIBOR margin between 1.45% and 2.25%, depending upon our leverage ratio (as defined in the loan documents). The pricing grid was modified under the 2017 Term Loan Amendments such that during the Amendment Period the applicable margin was set at Pricing Level VI, as defined in the 2017 Term Loan documents. We are required to pay other fees, including customary arrangement and administrative fees. The interest rate at March 31, 2022 was 2.90%. The 2017 Term Loan has been

~~amended to accommodate the transition from LIBOR to SOFR, when LIBOR is no longer available.~~

~~Financial and Other Covenants~~. We are required to comply with a series of financial and other covenants to draw and maintain borrowings under the 2017 Term Loan. The 2017 Term Loan Amendments provide that certain financial and other covenants under the 2017 Term Loan were waived or adjusted, which waivers and adjustments are the same as under the Credit Facility Amendments. At March 31, 2022, we were in compliance with all financial covenants.

~~Unencumbered Assets~~. The 2017 Term Loan Amendments require the borrower and certain subsidiaries to pledge to the secured parties all of the equity interests in the entities that own the Unencumbered Properties, as well as the equity interests in the TRS lessees related to such Unencumbered Properties until the borrower meets certain conditions for the release of such pledges. During the period that the pledges are in place, as well as at all other times during the term of the facility, borrowings under the 2017 Term Loan are limited by the value of the Unencumbered Assets.

Convertible Senior Notes and Capped Call Options

On January 7, 2021, we entered into an underwriting agreement (the “Convertible Notes Offering”) pursuant to which the Company agreed to offer and sell $287.5 million aggregate principal amount of ~~the Company’s~~ 1.50% convertible senior notes due 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 $280.0 million before consideration of the Capped Call Transactions (as ~~defined~~described below). These proceeds were used to pay the cost of the Capped Call Transactions and to partially repay outstanding obligations under the 2018 Senior Credit Facility and ~~2017 Term Loan.~~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 at any time prior to the close of business on the second scheduled trading day prior to the Maturity Date, unless the Convertible Notes have been previously purchased or redeemed by the Company. ~~During~~The Company recorded coupon interest expense of $1.1 million for each of the three months ended March 31, ~~2022~~2023 and ~~2021, the~~2022. The Company ~~recorded coupon interest expense of $1.0 million and $0.9 million, respectively, and amortized $0.4 million and $0.4 million, respectively, of the $7.6 million~~incurred debt issuance costs related to the Convertible Notes ~~Offering.~~Offering of $7.6 million of which $0.4 million was amortized for each of the three months ended March 31, 2023 and 2022. Including the amortization of the debt issuance costs, the ~~current~~ effective interest rate on the Convertible Notes iswas approximately 2.00%. for the three months ended March 31, 2023 and 2022. The unamortized discount related to the Convertible Notes was $4.3 million and $4.7 million at March 31, 2023 and December 31, 2022, respectively.

The initial conversion rate of the Convertible Notes is 83.4028 shares of common stock per $1,000 principal amount of Convertible Notes, which is 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 on our common stock and Common Units on February 28, 2023, the conversion rate of the Convertible Notes was adjusted to 84.6064 shares of common stock per $1,000 principal amount of Convertible Notes.

On January 7, 2021, in connection with the pricing of the Convertible Notes, and on January 8, 2021, in connection with the full exercise by the Underwriters of their option to purchase additional Convertible Notes pursuant to the Underwriting Agreement, 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 iswas initially $15.26, which ~~represents~~represented a premium of 75.0% over the last reported sale price of ~~the~~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 $15.04 due to the adjustments related to the dividends paid during the three months ended March 31, 2023 and the year ended December 31, 2022.

MetaBank and Other Mortgage Loans

At March 31, 2023 and December 31, 2022, we had mortgage loans totaling $124.9 million and $125.6 million, respectively, that are secured primarily by first mortgage liens on eight lodging properties.

Metabank Loan

On June 30, 2017, weSummit Meta 2017, LLC (“SM-17”), a subsidiary of our Operating Partnership, entered into a $47.6 million secured, non-recourse loan with MetaBank (the "MetaBank Loan"). The MetaBank Loan provides for a fixed interest rate of 4.44%, amortizes over 25 years, and matures on July 1, 2027. The MetaBank Loan is secured by ~~3 hotel~~three lodging properties and is subject to a prepayment penalty if prepaid prior to April 1, 2027. ~~On May 1, 2020, MetaBank waived the annual minimum debt service covenant ratio for the year ended~~In or around December ~~31, 2020, and on April 12,~~ 2021, MetaBank ~~extended such waiver for~~sold the ~~year ended December 31, 2021. The next covenant measurement date is December 31, 2022.~~MetaBank Loan to Bayside MB CRE Loans, LLC (“Bayside”). On October 25, 2022, SM-17 received a letter from Bayside’s counsel alleging various events of default under the MetaBank Loan, primarily related to certain non-monetary covenants. SM-17 engaged legal counsel which sent a written response to Bayside disputing that any events of default have occurred. On April 18, 2023, SM-17 received a second letter from Bayside's counsel reasserting their allegations of default. SM-17 continues to dispute that any events of default have occurred.

Commercial Mortgage-backed Securities Mortgage Loans

AtDuring 2022, we entered into agreements to fully defease four commercial mortgage-backed securities ("CMBS") mortgage loans that were outstanding at March 31, ~~2022~~2022. The aggregate outstanding balances of the loans at the defeasance dates totaled $87.3 million. The loans were defeased by placing into trust an amount sufficient to cover future principal and ~~December 31, 2021, we had~~interest payments. The defeasance resulted in the 11 lodging properties that collateralized the CMBS mortgage loans ~~totaling $162.2 million and $163.3 million, respectively, that are secured primarily by first mortgage liens on 17 and 16 hotel properties, respectively.~~becoming unencumbered.

GIC Joint Venture Credit Facility

On October 8, 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 $200.0 million credit facility (the ~~“Joint~~“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 Parent is the joint venture between the Operating Partnership and an affiliate of GIC, Singapore's sovereign wealth fund. See "Note 9 – Non-controlling Interests and Redeemable Non-controlling interests" for additional information.~~ 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 $125.0 million revolving credit facility (the “$125 Million Revolver”) and a $75.0 million term loan (the “$75 Million Term Loan”). The GIC Joint Venture Credit Facility has an accordion feature which ~~will allow~~allows us to increase the total commitments by up to $300.0 million, for aggregate potential borrowings of up to $500.0 ~~million on the Joint Venture Credit Facility.~~million. At March 31, ~~2022,~~2023, we had ~~$68.5~~$125.0 million outstanding under the $125 Million Revolver.

The $125 Million Revolver and the $75 Million Term Loan will mature on October 8, 2023. Each individually can be extended for a single consecutive twelve-month period at the ~~Borrower's~~ option of the GIC Joint Venture, subject to certain conditions.

Interest is paid on revolving credit advances at varying rates based upon, at the Borrower's option, either (i) 1-, 2-, 3-, or 6-month LIBOR, plus a margin of 2.15% for Eurodollar rate advances, or (ii) LIBOR, plus a margin of 2.15% for LIBOR floating rate advances. The interest rate at March 31, 2022 was 2.75%. The applicable margin for a term loan advance shall be 5 basis points less than revolving credit advances referenced above. The Joint Venture Credit Facility has been amended to

~~accommodate the transition from LIBOR to SOFR, when LIBOR is no longer available. At March 31, 2022, we were in compliance with all financial covenants.~~

~~Amendments~~Amendment to $200 Million GIC Joint Venture Credit Facility

On ~~June 18, 2020,~~February 15, 2023, the ~~Company~~Borrower entered into ~~a Second~~the Fifth Amendment to Credit Agreement ~~concerning~~(the "Fifth Amendment") to, among other things, convert the ~~Joint Venture Credit Facility (“Second Amendment”). The Second Amendment resulted~~reference rate used in ~~waivers~~interest rate calculations from LIBOR to adjusted term or ~~adjustments~~daily SOFR (using a 10-basis point credit spread adjustment), with Borrower's option to ~~certain financial and other covenants under the Joint Venture Credit Facility, which are described in the Current Report on Form 8-K filed by the Company on June 24, 2020.~~borrow base rate advances, term SOFR advances or daily SOFR advances.

~~On April 29, 2021, the Borrower, Parent,~~Revolving advances using adjusted term SOFR and ~~each party executing the credit facility documentation as~~adjusted daily SOFR have an interest rate margin of 2.15%, and term loan advances using adjusted term SOFR and adjusted daily SOFR have an interest rate margin of 2.1%. Both adjusted daily SOFR and adjusted term SOFR have a ~~subsidiary guarantor, entered into a Third Amendment to Credit Agreement concerning the Joint Venture Credit Facility (the “Joint Venture Amendment”).~~

~~Certain financial and other covenants under the Joint Venture Credit Facility were waived or adjusted as follows:~~

~~• Increase~~floor of ~~the Maximum Leverage Ratio through the initial maturity date;~~

~~• Reduction of the Fixed Charge Coverage Ratio through March 31, 2022;~~

~~• Increase of the Borrowing Base Leverage through the initial maturity date;~~

~~• Reduction of the Minimum Borrowing Base Interest Coverage Ratio through March 1, 2022~~

During the covenant waiver period, the applicable margin was increased to 230 basis points and 225 basis points for the $125 million Revolver and $75 million Term Loan, respectively. After the covenant waiver period, the applicable margin will revert to 215 basis points and 210 basis points for the $125 million Revolver and $75 million Term Loan, respectively.zero percent.

The Joint Venture Amendment provides that the Borrower may make additional advances on the $125 Million Revolver, subject to certain financial covenant limitations. Certain other typical limitations and conditions for credit facilities of this nature were included among the provisions in the amendments including, among other provisions, limitations on the use of revolving facility advances, certain restrictions on payments of dividends and limitations on investments and dispositions. We retain the right to opt out of certain additional restrictive covenants upon demonstration of compliance with the required financial covenants.

~~Borrowing Base Assets. The~~GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the Borrower's equity interests in the subsidiaries that ~~hold~~own the ~~initial five~~11-lodging property borrowing base assets, ~~financed by the facility,~~ and the related TRS entities, which wholly own the TRS Lessees that lease each of the borrowing base assets. ~~There are currently 5 hotel properties deemed borrowing base assets and an additional 7 hotel properties that may be contributed to the borrowing base to increase borrowing availability.~~

GIC Joint Venture Term Loan

In connection with the NCI Transaction, on January 13, 2022, Summit JV MR 2, LLC, Summit JV MR 3, LLC and Summit NCI NOLA BR 184, LLC ~~(collectively,~~(each of which is a subsidiary of the ~~“Borrowers”~~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 $410.0 million senior secured term loan facility (the ~~“Joint~~“GIC Joint Venture Term ~~loan”~~Loan”) with Bank of America, N.A., as administrative agent and initial lender, Wells Fargo Bank, National Association, as syndication agent and an initial lender, and BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners.

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 ~~Borrowers’~~Term Loan Borrower's existing and future subsidiaries, subject to certain exceptions.

The GIC Joint Venture Term Loan provides for a $410.0 million term ~~loan. The Joint Venture Term Loan~~loan and has an accordion feature which ~~will permit~~permits an increase in the total commitments by up to $190.0 million, for aggregate potential borrowings of up to $600.0 million. The GIC Joint Venture Term Loan will mature on January 13, 2026 and can be extended for one 12-month period at the ~~Company’s~~ option of the GIC Joint Venture, subject to certain conditions.

As of March 31, ~~2022,~~2023, we had $410.0 million outstanding on the GIC Joint Venture Term Loan bearing interest at a floating rate of SOFR plus 2.86%. ~~The interest rate at March 31, 2022 was 3.15%.~~

~~Borrowing Base Assets~~

The GIC Joint Venture Term Loan is secured primarily by a first priority pledge of the ~~Borrowers’~~Term Loan Borrower's equity interests in the subsidiaries that hold a direct or indirect interest in the 27 ~~hotel~~lodging properties and 2two parking facilities purchased in the NCI Transaction that constitute borrowing base assets. The GIC Joint Venture Term Loan contains terms, conditions and covenants for typical for similar credit facilities.

~~For additional information concerning the Joint Venture Term Loan, please see our Current Report on Form 8-K filed on January 14, 2022.~~

PACE Loan

As part of the NCI Transaction, a subsidiary of the GIC Joint Venture assumed a ~~PACE~~Property Assessed Clean Energy ("PACE") loan of approximately ~~$6.4~~$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, Texas for the benefit of the lender. As of March 31, 2023, we had $6.2 million outstanding on the PACE loan.

Brickell Mortgage Loan

In June 2022, the Company entered into a joint venture (the "Brickell Joint Venture") with C-F Brickell, LLC, a Delaware limited liability company ("C-F Brickell") that was the developer of the AC/Element Hotel, to facilitate the exercise of the Initial Purchase Option to acquire a 90% equity interest in the Brickell Joint Venture, which owned a 100% interest in the AC/Element Hotel. On June 10, 2022, the Brickell Joint Venture entered into a $47.0 million mortgage loan and non-recourse guaranty with City National Bank of Florida (the "City National Bank Loan") to finance the dual-branded 264-guestroom AC/Element Hotel. The City National Bank Loan provides for an interest rate equal to one-month LIBOR plus 300 basis points. Payment terms include an interest-only period through June 30, 2024 and the loan will amortize based on a 25-year schedule from July 1, 2024 through the maturity date of June 30, 2025. The City National Bank Loan is prepayable at any time without penalty.

Financial Guarantee

During the three months ended March 31, 2023, we issued a $3.0 million letter of credit to the senior lender of a glamping project for which we provided the Onera Mezzanine Loan as additional support on behalf of the developer. We recorded the non-contingent portion of financial guarantee as a liability of $0.2 million on the transaction date, which is the premium receivable for the guarantee payable to us by the borrower. The liability is being amortized using the straight-line method into interest income over the term of the letter of credit and is recorded in Accrued expenses and other in our Condensed Consolidated Balance Sheet at March 31, 2023.

At March 31, 2023, any payment under the contingent portion of the guarantee is not probable nor reasonably estimable. Therefore, no liability for the contingent portion of the guarantee is recorded at March 31, 2023.

Property and Casualty Insurance Premium Financing

During the three months ended March 31, 2023, we financed our property and casualty insurance premium totaling $10.9 million through our insurance broker. The financing arrangement requires monthly payments of $1.0 million over an 11-month period at an annual financing rate of 4.89%. The outstanding principal amount of the financing may be prepaid at any time prior to the end of the financing period. The balance of the financing is $9.9 million at March 31, 2023 and is recorded in Accrued expenses and other in our Condensed Consolidated Balance Sheet.

NOTE 6 - LEASES

The Company has operating leases related to the land under certain ~~hotel~~lodging properties, conference centers, parking spaces, automobiles, our corporate office and other miscellaneous office equipment. These leases have remaining terms of 1 year to 7775.3 years, some of which include options to extend the leases for additional years. The exercise of lease renewal options is at our sole discretion. As of March 31, 2023 and December 31, 2022, the weighted-average operating lease term was approximately 33 and 34 years, respectively. Certain leases also include options to purchase the leased property. ~~Leases with an initial term~~As of ~~12 months or less are not recorded on the balance sheet; we recognize lease expense~~March 31, 2023 and December 31, 2022, our weighted-average incremental borrowing rate for ~~these~~ leases ~~on a straight-line basis over the lease term.~~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 ~~rent or sublease~~lease certain owned real estate to third parties. We recorded gross third-party tenant income of ~~$2.3~~$0.7 million and ~~$0.6~~$0.5 million during the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, which were recorded in Other income, net in ~~the~~our Condensed Consolidated Statement of Operations.

~~On January 1, 2019, the Company adopted ASC No. 842,~~ ~~Leases,~~ and recognized right-of-use lease assets and related liabilities. The right-of-use assets and related liabilities include renewal options reasonably certain to be exercised. We base our lease calculations on our estimated incremental borrowing rate. As of March 31, 2022, our weighted average incremental borrowing rate was 4.76%.

During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company's total operating lease cost was ~~$1.0~~$1.1 million and ~~$0.8~~$1.0 million, respectively, and the operating cash ~~outflows from~~payments on operating leases ~~was~~were $1.0 million and $0.9 million, ~~and $0.7 million,~~ respectively. ~~As of March 31, 2022, the weighted average operating lease term was 36.5 years.~~

Operating lease maturities as of March 31, ~~2022~~2023 are as follows (in thousands):


2022		$	1,574
For the Year Ending December 31,				For the Year Ending December 31,	Amount
2023	2023	1,264		2023	$	1,637
2024	2024	1,205		2024	2,144
2025	2025	1,209		2025	2,165
2026	2026	1,222		2026	2,199
2027				2027	2,282
Thereafter	Thereafter	37,808		Thereafter	37,955
Total lease payments (1)	Total lease payments (1)	44,282		Total lease payments (1)	48,382
Less interest		(22,233)
Less: Imputed interest				Less: Imputed interest	(22,073)
Total	Total	$	22,049	Total	$	26,309

(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.

2321

NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING

Information about our derivative financial instruments at March 31, ~~2022~~2023 and December 31, ~~2021~~2022 is as follows (dollars in thousands):


						Notional Amount				Fair Value								Notional Amount				Fair Value
Contract date	Contract date	Effective Date	Expiration Date	Average Annual Effective Fixed Rate		March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021		Contract date	Effective Date	Expiration Date	Average Annual Effective Fixed Rate	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
October 2, 2017	October 2, 2017	January 29, 2018	January 31, 2023	1.98	%	$	100,000	$	100,000	$	(310)	$	(1,617)	October 2, 2017	January 29, 2018	January 31, 2023	1.98%	$	—	$	100,000	$	—	$	208
October 2, 2017	October 2, 2017	January 29, 2018	January 31, 2023	1.98	%	100,000		100,000		(319)		(1,629)		October 2, 2017	January 29, 2018	January 31, 2023	1.98%	—		100,000		—		210
June 11, 2018	June 11, 2018	September 28, 2018	September 30, 2024	2.87	%	75,000		75,000		(794)		(3,831)		June 11, 2018	September 28, 2018	September 30, 2024	2.86%	75,000		75,000		1,674		2,219
June 11, 2018	June 11, 2018	December 31, 2018	December 31, 2025	2.93	%	125,000		125,000		(2,187)		(8,646)		June 11, 2018	December 31, 2018	December 31, 2025	2.92%	125,000		125,000		2,924		4,211
July 26, 2022														July 26, 2022	January 31, 2023	January 31, 2027	2.60%	100,000		100,000		3,060		4,366
July 26, 2022														July 26, 2022	January 31, 2023	January 31, 2029	2.56%	100,000		100,000		3,723		5,627
March 24, 2023														March 24, 2023	July 1, 2023	January 13, 2026	3.35%	100,000		—		541		—
March 24, 2023														March 24, 2023	July 1, 2023	January 13, 2026	3.35%	100,000		—		532		—
						$	400,000	$	400,000	$	(3,610)	$	(15,723)					$	600,000	$	600,000	$	12,454	$	16,841

At March 31, 2023 and December 31, 2022, we had $400.0 million 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.

On March 24, 2023, subsidiaries of the GIC Joint Venture that are the borrowers under the GIC Joint Venture Term Loan entered into two $100.0 million interest rate swaps to fix one-month term SOFR until January 2026. The interest rate swaps have an effective date of July 1, 2023 and a termination date of January 13, 2026. Pursuant to the interest rate swaps, we will pay a fixed rate of 3.354% and receive the one-month term SOFR floating rate index.

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 March 31, ~~2022~~2023 and December 31, ~~2021, all of~~2022 our interest rate swaps were in ~~a liability~~an asset position. ~~The liability~~Derivative assets related to our interest rate swaps ~~has decreased substantially during the first quarter of 2022 due to increases in interest rates. Our interest rate swaps~~ are recorded in ~~Accrued expenses and other~~Other assets in 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 Other comprehensive income and are reclassified toas Interest expense in our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings. In the next twelve months, we estimate that ~~$2.3~~$9.2 million will be reclassified from Other comprehensive income and recorded as ~~an increase~~a decrease to ~~Interest~~interest expense.

The table below details the location in the financial statements of the realized and unrealized gain or loss ~~recognized on~~related to derivative financial instruments designated as cash flow hedges (in thousands):

For the
Three Months Ended
March 31,
2022 2021
Gain recognized in Other comprehensive income on derivative financial instruments $ 9,813 $ 3,885
Loss reclassified from Other comprehensive income to Interest expense $ (2,300) $ (2,318)
Total Interest expense in which the effects of cash flow hedges are recorded $ (13,439) $ (10,788)


	Three Months Ended March 31,
	2023		2022
(Loss) gain recognized in Accumulated other comprehensive loss on derivative financial instruments	$	(2,439)	$	9,813
Gain (loss) reclassified from Accumulated other comprehensive loss to Interest expense	$	1,949	$	(2,300)
Total interest expense and other finance expense presented in the Condensed Consolidated Statement of Operations in which the effects of cash flow hedges are recorded	$	20,909	$	13,439

NOTE 8 - EQUITY

Common Stock

The Company is authorized to issue up to 500,000,000 shares of common stock, $0.01 par value per share ~~(the "Common~~("Common Stock"). Each outstanding share of our Common Stock entitles the holder to 1one 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.

On May ~~25, 2017,~~9, 2022, the Company and the Operating Partnership entered into ~~separate~~an equity distribution agreement (the “Equity Distribution Agreement”) with a group of underwriters as sales ~~agreements~~agents for the Company, principals and with certain exceptions, forward sellers (collectively the ~~“Sales Agreements”~~“Managers”) ~~with several underwriters (the “Sales Agents”), pursuant to which~~and certain banks as forward purchasers, providing for the ~~Company may sell our~~offer and sale of shares of the Company’s Common Stock, ~~(the “Shares”) from time to time through the Sales Agents, each acting as~~having a ~~sales agent and/or principal (the "2017 ATM Program"). The 2017 ATM Program was updated in 2019 to allow us to sell Shares having an~~maximum aggregate offering price of up to ~~$110.0 million.~~ $200,000,000 through or to the Managers, as the Company’s sales agents or, if applicable, as forward sellers, or directly to the Managers, as principals (the “2022 ATM Program”).To date, we have not sold any shares of our Common Stock under the ~~2017~~2022 ATM Program.

Changes in Common Stock during the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 were as follows:


		For the Three Months Ended March 31,			For the Three Months Ended March 31,
		2022	2021		2023	2022
Beginning common shares outstanding		106,337,724	105,708,787
Beginning shares of Common Stock outstanding				Beginning shares of Common Stock outstanding	106,901,576	106,337,724

Grants under the Equity Plan	Grants under the Equity Plan	626,312	626,355	Grants under the Equity Plan	873,563	626,312

Performance share and other forfeitures	Performance share and other forfeitures	(3,173)	(60,823)	Performance share and other forfeitures	(137,193)	(3,173)
Shares retained for employee tax withholding requirements	Shares retained for employee tax withholding requirements	—	(155,605)	Shares retained for employee tax withholding requirements	(168,083)	—
Ending common shares outstanding		106,960,863	106,118,714
Ending shares of Common Stock outstanding				Ending shares of Common Stock outstanding	107,469,863	106,960,863

Preferred Stock

The Company is authorized to issue up to 100,000,000 shares of preferred stock, $0.01 par value per share, of which 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 shares"~~Preferred Stock") and 4,000,000 shares have been designated as 5.875% Series F Cumulative Redeemable Preferred Stock (the "Series F ~~preferred shares"~~Preferred Stock").

The Company's outstanding shares of preferred stock (collectively, “Preferred Shares”) rank senior to our ~~common stock~~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 ~~any~~ maturity ~~date~~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 ~~E or Series~~ F ~~preferred shares~~Preferred Stock prior to ~~November 13, 2022 and~~ August 12, 2026, ~~respectively,~~ except in limited circumstances relating to the Company’s continuing qualification as a REIT or in connection with certain changes in control. ~~After those dates,~~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 distributions 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 shares~~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 share~~Preferred Stock is 3.1686 shares of ~~common stock~~Common Stock and each share of Series F ~~preferred share~~Preferred Stock is ~~5.8275~~5.875 shares of ~~common stock,~~Common Stock, all subject to certain adjustments.

The Company pays dividends at an annual rate of $1.5625 for each Series E ~~preferred share~~Preferred Stock and $1.46875 for each share of Series F ~~preferred share.~~Preferred Stock. Dividend payments are made quarterly in arrears on or about the last day of February, May, August and November of each year.

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 ~~in our Operating Partnership~~ have the right to cause us 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 ~~1-for-one~~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. On January 13, 2022 and March 23, 2022, in connection with the NCI Transaction, the Operating Partnership issued an aggregate of 15,864,674 Common Units as partial consideration for the purchase.

At both March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, NewcrestImage and other unaffiliated third parties collectively owned ~~15,989,471 and 124,797 of~~15,976,807 Common Units, which represents approximately 13% of the ~~Operating Partnership, respectively, representing approximately 13% and less than 1% of the~~outstanding Common ~~Units of the Operating Partnership for each period.~~Units.

We classify outstanding Common Units held by unaffiliated third parties as ~~Non-controlling~~non-controlling interests, ~~in the Operating Partnership,~~ a component of equity in the Company’s Condensed Consolidated Balance Sheets. The portion of net income (loss) allocated to these Common Units is ~~reported~~included on the Company’s Condensed Consolidated Statements of Operations as Net income (loss) attributable to non-controlling ~~interests of the Operating Partnership.~~

interests.

Non-controlling Interests in Consolidated Joint Ventures

At March 31, 2023, the Company is a partner with a majority equity interest in three joint ventures as described below. We classify the non-controlling interests in our joint ventures as a component of equity in the Company’s Condensed Consolidated Balance Sheets. The portion of net income (loss) allocated to these non-controlling interests is included on the Company’s Condensed Consolidated Statements of Operations as Net income (loss) attributable to non-controlling interests.

GIC Joint Venture

In July 2019, the Company entered into ~~a joint venture agreement with~~the GIC ~~Singapore’s sovereign wealth fund,~~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 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 ~~will have~~has the potential to earn incentive fees based on the GIC Joint Venture achieving certain return thresholds. As of March 31, ~~2022,~~2023, the GIC Joint Venture owns 39 lodging properties containing 5,414 guestrooms in nine states.

The GIC Joint Venture owns the ~~40 hotel~~lodging properties ~~totaling 5,583 guestrooms in 9 states.~~

~~The Joint Venture owns the hotel proeprties~~ through master ~~real estate investment trusts~~REITs (“Master REIT”) and subsidiary REITs (“Subsidiary REIT”). All of the ~~hotel~~lodging properties owned by the GIC Joint Venture are leased to taxable REIT subsidiaries of the Subsidiary REITs (“Subsidiary REIT TRSs”). To qualify as a REIT, the Master REIT and each Subsidiary REIT must meet all of the REIT requirements ~~summarized under~~ ~~“Note 2 - Basis of Presentation and Significant Accounting Policies - Income Taxes.”~~provided in the Internal Revenue Code. Taxable income related to the Subsidiary REIT TRSs is subject to federal, state and local income taxes at applicable tax rates.

~~We classify~~Brickell Joint Venture

In June 2022, the ~~Non-controlling interests~~Company entered into the Brickell Joint Venture to facilitate the exercise of the Initial Purchase Option to acquire a 90% equity interest in the AC/Element Hotel. Our joint venture partner, C-F Brickell, owns the remaining 10% equity interest in the Brickell Joint Venture. The Company has an option to purchase the remaining 10% equity interest in the Brickell Joint Venture from C-F Brickell in December 2026 with the exercise of a second purchase option 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 a ~~component~~joint venture with Onera (the "Onera Joint Venture"), developers of alternative accommodation properties, with the acquisition of a 90% equity interest in the ~~Company’s Condensed Consolidated Balance Sheets.~~Onera Joint Venture for $5.2 million in cash, plus additional contingent consideration limited to a maximum of $1.8 million, payable to the seller based on performance of the property for the 12-month period ending July 31, 2023. The ~~portion~~Onera Joint Venture owns a 100% fee simple interest in real property and improvements located in Fredericksburg, Texas consisting of ~~net income (losses) allocated to these non-controlling interests is reported on~~11 glamping lodging units and a 6.4-acre parcel of

undeveloped land that will be developed as phase two of the ~~Company’s Condensed Consolidated Statements~~lodging site in the future. The Company serves as the managing member of ~~Operations as Net income (losses) attributable to non-controlling interests of~~ the Onera Joint Venture.

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 Series E and Series F Preferred Units and holders will receive quarterly distributions at a rate of ~~5.25%~~5.250% 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, at the Company’s election, cash or shares of the Company’s ~~5.25%~~5.250% Series Z Cumulative Perpetual Preferred Stock (which will be designated and authorized following notice of redemption by holder of the Series Z Preferred Units) on a ~~1-for-one~~one-for-one basis. After the fifth anniversary of their 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. On January 13, 2022 and March 23, 2022, in connection with the NCI Transaction, the Operating Partnership issued an aggregate of 2,000,000 Series Z Preferred Units as partial consideration for the purchase. At March 31, ~~2022,~~2023, the redeemable Series Z Preferred Units issued in connection with the NCI Transaction are recorded as temporary equity ~~of the Operating Partnership~~ and reflected as Redeemable non-controlling interests ~~in a mezzanine position presentation outside of Equity in~~on our Consolidated Condensed Balance ~~Sheet as of March 31, 2022.~~Sheet.

NOTE 10 - FAIR VALUE MEASUREMENT

The following table presents information about our financial instruments measured at fair value on a recurring basis at March 31, ~~2022~~2023 and December 31, ~~2021.~~2022. 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 March 31, 2022 using
Level 1 Level 2 Level 3 Total
Assets:
Purchase options related to real estate loans $ — $ — $ 2,800 $ 2,800
Liabilities:
Interest rate swaps — 3,610 — 3,610


	Fair Value Measurements at March 31, 2023 using
	Level 1		Level 2		Level 3		Total
Assets:
Interest rate swaps	$	—	$	12,454	$	—	$	12,454
Purchase options related to real estate loans	—		—		931		931


		Fair Value Measurements at December 31, 2021 using									Fair Value Measurements at December 31, 2022 using
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets:	Assets:									Assets:
Interest rate swaps										Interest rate swaps	$	—	$	16,841	$	—	$	16,841

Purchase options related to real estate loans		$	—	$	—	$	2,800	$	2,800
Liabilities:
Interest rate swaps		—		15,723		—		15,723

~~Our~~The Onera Purchase Option ~~relates to real estate loans and~~ does not have a readily determinable fair ~~values.~~value. The ~~original~~ fair value ~~of the Purchase Option~~ was estimated using the Black-Scholes ~~model.~~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 determine the fair value of the Onera Purchase Option as follows (dollar amounts in thousands):



Exercise price	$	8,206
First option exercise date (1)	10/1/2024
Expected volatility	52.20		%
Risk free rate	4.15		%
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 is exercisable when the lodging facility is fully constructed and open for business and expires one year from the date that it is initially exercisable.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Franchise Agreements

All of our lodging properties (with the exception of the Onera Joint Venture property) operate under franchise agreements with major hotel franchisors. The terms of our franchise agreements generally range from 10 to 20 years with various extension provisions. Each franchisor receives franchise fees ranging from 2% to 6% of each lodging property’s gross revenue, and some agreements require that we pay marketing fees of up to 4% of gross revenue. In addition, some of these franchise agreements require that we deposit a percentage of the hotel property’s gross revenue, generally not more than 5%, into a reserve fund for capital expenditures. We also pay fees to our franchisors for services related to reservation and information systems. We expensed fees related to our franchise agreements of ~~$10.1~~$13.0 million and ~~$4.1~~$10.1 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

Management Agreements

Our ~~hotel~~lodging properties operate pursuant to management agreements with various professional third-party management companies. The terms of our management agreements range from month-to-month to twenty-five years with various extension provisions. Each management company receives a base management fee, which is a percentage of total ~~hotel~~lodging property revenues. In some

cases, there are also monthly fees for certain services, such as accounting, based on the number of guestrooms. Generally, there

are also incentive fees based on attaining certain financial thresholds. Management fee expenses were ~~$3.8~~$4.8 million and ~~$1.6~~$3.8 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, 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 financial position or results of operations.

NOTE 12 - EQUITY-BASED COMPENSATION

Our currently outstanding equity-based awards were issued under the Summit Hotel Properties, Inc. 2011 Equity Incentive Plan, as amended and restated effective May 13, 2021 (the "Equity Plan"), which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other equity-based awards or incentive awards.

Stock options granted may be either incentive stock options or non-qualified stock options. Vesting terms may vary with each ~~grant, and stock option terms are generally~~ ~~five~~ ~~to ten years. We~~grant. At March 31, 2023, we only have outstanding ~~equity-based awards in the form of~~ 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 for the three months ended March 31, ~~2022:~~2023:

Number
of Shares Weighted Average
Grant Date
Fair Value Aggregate
Current Value
(per share) (in thousands)
Non-vested at December 31, 2021 605,470 $ 9.98 $ 5,909
Granted 316,643 9.83
Vested (227,153) (9.70)
Forfeited (3,173) (10.29)
Non-vested at March 31, 2022 691,787 $ 9.85 $ 6,890


	Number of Shares	Weighted-Average Grant Date Fair Value		Aggregate Current Value
		(per share)		(in thousands)
Non-vested at December 31, 2022	654,804	$	9.85	$	5,909
Granted	447,656	7.66
Vested	(193,144)	9.71

Non-vested at March 31, 2023	909,316	$	8.83	$	6,229

The awards granted to our non-executive employees prior to 2022 vest over a four-year period based on continuous service (20% on the first, second and third anniversary of the grant date and 40% on the fourth anniversary of the grant date). The awards granted to our non-executive employees in 2022 and thereafter vest over a three-year period based on continuous service (25% on the first and second anniversary of the grant date and 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% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date) or in certain circumstances upon a change in control.

The holders of these awards have the right to vote ~~the related~~their unvested restricted shares of ~~common stock~~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~~Common Stock on the date of grant.

Performance-Based Restricted Stock Awards Made Pursuant to Our Equity Plan

The following table summarizes performance-based restricted stock activity under the Equity Plan for the three months ended March 31, ~~2022:~~2023:


		Number of Shares	Weighted Average Grant Date Fair Value (1)		Aggregate Current Value			Number of Shares	Weighted-Average Grant Date Fair Value (1)		Aggregate Current Value
			(per share)		(in thousands)				(per share)		(in thousands)
Non-vested at December 31, 2021		1,002,866	$	11.92	$	9,788
Non-vested at December 31, 2022							Non-vested at December 31, 2022	1,006,974	$	11.76	$	7,270
Granted	Granted	306,435	9.83				Granted	425,907	10.08
Vested	Vested	(302,327)	(12.81)				Vested	(239,416)	9.38
Forfeited	Forfeited	—	—				Forfeited	(137,193)	9.38
Non-vested at March 31, 2022		1,006,974	$	11.76	$	10,029
Non-vested at March 31, 2023							Non-vested at March 31, 2023	1,056,272	$	11.93	$	7,235

(1) The amounts included in this column represent the expected future value of the performance-based restricted stock awards calculated using the Monte Carlo simulation valuation model.

2827

Our performance-based restricted stock awards are market-based awards and are accounted for based on the fair value of our ~~common stock~~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 cliff vest on the third anniversary of the grants based on our ~~percentile ranking~~total shareholder return relative to the total shareholder return of companies within the ~~SNL~~Dow Jones U.S. ~~REIT Hotel~~Hotels Index at the end of the period or upon a change in control. The awards generally require ~~continued~~continuous service during the measurement period 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 measurement 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 ~~grants~~awards have the right to vote ~~the granted~~their unvested restricted shares of ~~common stock~~Common Stock and any dividends declared ~~will be accumulated~~accrue and will be subject to the same vesting conditions as the awards. Further, if additional shares are earned based on our percentile ranking within the index, dividend payments will be issued as if the additional shares had been held throughout the measurement period.

Equity-Based Compensation Expense

Equity-based compensation expense included in Corporate general and administrative expenses in the Condensed Consolidated Statements of Operations for the three ~~and three~~ months ended March 31, ~~2022~~2023 and ~~2021~~2022 was as follows (in thousands):

For the
Three Months Ended
March 31,
2022 2021
Time-based restricted stock $ 992 $ 665
Performance-based restricted stock 2,674 904
Director stock 32 —
$ 3,698 $ 1,569

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 a change in the forfeiture assumptions. In January 2022, we granted a new member of our Board of Directors 3,234 shares of fully vested shares of our Common Stock at $9.94 per share.

~~Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $12.3 million at March 31, 2022 and will be recorded as follows (in thousands):~~


													For the Three Months Ended March 31,
		Total		2022		2023		2024		2025			2023		2022
Time-based restricted stock	Time-based restricted stock	$	5,877	$	1,954	$	2,334	$	1,396	$	193	Time-based restricted stock	$	690	$	992
Performance-based restricted stock	Performance-based restricted stock	6,378		2,159		2,552		1,458		209		Performance-based restricted stock	778		2,674
Director stock												Director stock	—		32
		$	12,255	$	4,113	$	4,886	$	2,854	$	402		$	1,468	$	3,698

The Company's former Executive Vice President and Chief Operating Officer ~~retired~~departed the Company in March 2022. The Company recorded $1.3 million of additional stock-based compensation expense during the ~~three months ended March 31, 2022~~period related to the modification of certain stock award agreements. This amount was comprised of $0.4 million related to time-based restricted stock awards and $0.9 million related to performance-based restricted stock awards.

Additionally, during the three months ended March 31, 2022, we granted a new member of our Board of Directors 3,234 shares of fully vested shares of our Common Stock at $9.94 per share.

29We recognize equity-based compensation expense ratably over the vesting periods. The amount of expense may be subject to adjustment in future periods due to a change in the forfeiture assumptions.

Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $14.5 million at March 31, 2023 and will be recorded as follows (in thousands):


	Total		2023		2024		2025		2026
Time-based restricted stock	$	6,721	$	2,565	$	2,586	$	1,359	$	211
Performance-based restricted stock	7,780		2,950		2,914		1,654		262
	$	14,501	$	5,515	$	5,500	$	3,013	$	473

NOTE 13 - INCOME TAXES

We have elected to be taxed as a REIT. As a REIT, we are generally ~~will~~ not be subject to ~~U.S. federal~~corporate-level income ~~tax~~taxes on ~~ordinary~~taxable income ~~and capital gains income generated by our REIT activities that~~ we distribute to our ~~stockholders. We are~~shareholders.

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.

Where required, 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 ~~earnings~~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 recovered or settled. The effect on deferred tax assets and liabilities of ~~our TRS Lessees. In addition, our Operating Partnership~~a change in tax rates is ~~subject~~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 ~~in a limited number of local and state jurisdictions.~~assets will not be realized.

~~The Company recorded an income~~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 ~~benefit of $2.0 million and income tax expense of $0.1 million for the three months ended March 31, 2022 and 2021, respectively. Due to the effects of the Pandemic, certain~~assets is needed. Certain of our TRS Lessees have incurred operating losses ~~in the past~~ and are ~~expected to be~~ in a three-year cumulative loss ~~for the foreseeable future.~~measured on a rolling twelve quarter basis. A cumulative loss is significant negative evidence that the realizability of our deferred tax assets at March 31, ~~2022~~2023 is not reasonably assured. Therefore, we have recorded a valuation allowance against substantially all our deferred tax assets at March 31, ~~2022.~~2023.

The Company recorded an income tax benefit of $0.5 million and $2.0 million for the three months ended March 31, 2023 and 2022, respectively.

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 2018. 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 March 31, ~~2022.~~2023. We expect no significant ~~changes~~increase or decrease in unrecognized tax benefits due to changes in tax positions within the next year.

NOTE 14 - ~~EARNINGS PER SHARE~~

We apply the two-class method of computing earnings per share, which requires the calculation of separate earnings per share amounts for our non-vested time-based restricted stock awards with non-forfeitable dividends and for our common stock. Our non-vested time-based restricted stock awards with non-forfeitable rights to dividends are considered securities which participate in undistributed earnings with common stock. 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. Our non-vested time-based restricted stock awards with non-forfeitable dividends do not have such an obligation so they are not allocated losses.

~~Below is a summary of the components used to calculate basic and diluted earnings per share (in thousands, except per share):~~SUPPLEMENTAL CASH FLOW INFORMATION

For the
Three Months Ended
March 31,
2022 2021
Numerator:
Net loss $ (8,973) $ (32,871)
Less: Preferred dividends (3,970) (3,709)
Attributable to non-controlling interest in Operating Partnership 482 54
Attributable to non-controlling interests in Joint Venture 82 1,452
Net loss attributable to common stockholders, net of amount allocated to participating securities $ (12,379) $ (35,074)
Denominator:
Weighted average common shares outstanding - basic and diluted 104,896 104,278
Loss per share:
Basic and diluted $ (0.12) $ (0.34)
We consider all highly liquid investments purchased 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.

~~The Common Units held by~~Supplemental cash flow information for the ~~non-controlling interest holders have been excluded from the denominator of the diluted earnings per share calculation~~three months ended March 31, 2023 and 2022 is as there would be no effect on the amounts since the limited partners' share of income would also be added to derive net income attributable to common stockholders. Our unvested performance-based restricted stock awards and outstanding convertible notes have been excluded from the denominator of the diluted earnings per share calculation as their inclusion would be antidilutive.follows:


	Three Months Ended March 31,
	2023		2022

Cash payments for interest	$	21,436	$	11,213
Accrued acquisitions and improvements to lodging properties	$	5,384	$	3,749

Cash payments for income taxes, net of refunds	$	110	$	60
Debt assumed to complete acquisition of properties	$	—	$	335,205
Assumption of leases and other assets and liabilities in connection with the acquisition of a portfolio of properties	$	—	$	9,206


Insurance premium financing	$	10,877	$	—

Non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties	$	—	$	157,513
Redeemable non-controlling interests in operating partnership issued to complete acquisition of a portfolio of properties	$	—	$	50,000

3029

NOTE 15 - SUBSEQUENT EVENTS

Dividends

On April ~~29, 2022,~~27, 2023, our Board of Directors declared quarterly cash dividends and distributions of $0.06 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% Series E Cumulative Redeemable Preferred Stock and $0.3671875 per share of 5.875% Series F Cumulative Redeemable Preferred Stock. The Board of Directors also declared on behalf of the Operating Partnership, a cash ~~dividend~~distribution of $0.328125 per share of the Operating Partnership's unregistered 5.25% Series Z Cumulative Perpetual Preferred ~~Units that were issued~~Units. The dividends and distributions are payable on ~~January 13, 2022 and $0.249660 per unit for the units issued on March 23, 2022~~May 31, 2023 to holders of record as ~~part~~ of ~~the NCI Transaction.~~May 17, 2023.

~~These dividends are payable May 31, 2022 to stockholders of record on May 22, 2022.~~

~~Exercise of Purchase Option~~

In April 2022, we exercised the Initial Purchase Option to acquire a 90% equity interest in the AC Hotel by Marriott and Element Miami Brickell Hotel in Miami, FL. The option price was based on a gross hotel valuation of $89.0 million determined prior to commencement of the development project. We expect to fund our estimated equity requirement with the proceeds from the payment in full of our outstanding mezzanine loan to the developer of the project, which is expected to be $29.9 million at closing, the assumption of senior debt on the development project of approximately $47.0 million, and $7.9 million in cash. We expect to close the transaction in June 2022. Although we currently do not have an estimate of the fair value of the Initial Purchase Option, we expect to the adjust the Initial Purchase Option to its estimated fair value during the second quarter of 2022 based on the estimated fair value of the hotel property on the closing date.

~~Disposition of Hotel Property~~

On March 23, 2022, our Joint Venture entered into an agreement to sell the entity that holds our Hilton Garden Inn San Francisco Airport North in San Francisco, CA containing 169 guestrooms for a gross selling price of $75 million, which will result in an approximate gain on the sale of $20.5 million. We have received $7.5 million of nonrefundable earnest money from the buyer and we expect the transaction to close during the second quarter of 2022. As such, we have classified this property as Held for sale at March 31, 2022.

3130

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, ~~2021~~2022 and our unaudited ~~interim~~ 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 (the “Securities Act”), 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, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:

•the effects of ~~COVID-19~~the novel Coronavirus ("COVID-19") and its variants (the "Pandemic") and other infectious disease outbreaks;

•potential changes in operations as a result of regulations or changes in brand ~~standards imposed in connection with, or changes in consumer behavior in response to, the Pandemic;~~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;

•default by borrowers to which we lend or provide seller financing;

•global, national, regional and local economic and geopolitical conditions and events, including wars or ~~other hostilities;~~potential hostilities, such as terrorist attacks, that may affect travel;

•supply and demand factors in our markets or ~~sub-markets.~~sub-markets;

•the effect of competing alternative accommodations on our business;

•levels of spending for business and leisure ~~travel, travel costs affected by changes in energy prices, and consumer confidence;~~travel;

•~~the effect~~macroeconomic conditions related to, and our ability to manage, inflationary pressures for commodities, labor and other costs of ~~alternative accommodations on~~ our ~~business;~~business as well as 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;

•adverse changes in, occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”) and other ~~hotel~~lodging property operating metrics;

•~~hostilities, including future terrorist attacks, or fear of hostilities that affect travel;~~

•financial condition of, and our relationships with, third-party property managers and franchisors;

•the degree and nature of our competition;

•increased interest rates;

•increased operating costs, including but not limited to labor costs;

•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;

•increases in real property taxes that are significantly higher than our expectations;

•risks associated with ~~hotel proeprty~~lodging property acquisitions, including the ability to ramp up and stabilize newly acquired ~~hotel~~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;

•risks associated with dispositions of ~~hotel~~lodging properties, including our ability to successfully complete the sale of ~~hotel~~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"~~(“IRS”) or other federal and state taxing authorities;

•the recognition of taxable gains from the sale of ~~hotel~~lodging properties as a result of the inability to complete certain like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended (the “IRC”);

•availability of and the abilities of our property managers and us to retain qualified personnel at our ~~hotel proeprties~~lodging property and corporate offices;

•our failure to maintain our qualification as a real estate investment trust ~~("REIT"~~(“REIT”) under the IRC;

•changes in our business or investment strategy;

•availability, terms and deployment of capital;

•general volatility of the capital markets and the market price of our common ~~stock;~~stock ("Common Stock");

•environmental uncertainties and risks related to natural disasters;

•our ability to recover fully under ~~third party~~third-party indemnities or our existing insurance policies for insurable losses and our ability to maintain adequate or full replacement cost ~~“all-risk”~~"all-risk" property

•our ability to obtain insurance policies on our properties on commercially reasonable terms;

•the effect on our business or customer confidence of a data breach or significant disruption of ~~hotel~~ property operator information technology networks as a result of cyber-attacks that are greater than insurance coverages or indemnities from service providers;

•~~the effect on our interest rates as LIBOR is replaced with the Secured Overnight Financing Rate ("SOFR") which may perform differently than LIBOR;~~

•our ability to effectively manage our ~~Joint Venture~~joint ventures with our ~~Joint Venture partner;~~joint venture partners;

•current and future changes to the IRC;

•~~our ability to manage inflationary pressures related to commodities, labor and other costs of our business as well as consumer purchasing power and overall behavior;~~

•our ability to continue to effectively enhance our Environmental, Social and Governance ("ESG") program to achieve expected social, environment and governance objectives and goals; 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, ~~2021.~~2022.

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 ~~hotel~~lodging property investment company that was organized in June 2010 and completed its initial public offering in February 2011. We focus on owning ~~primarily premium-branded, select-service hotel properties. At March 31, 2022, our portfolio consisted of 101 hotel~~lodging properties with a total of 15,228 guestrooms located in 24 states. We own our hotel properties in fee simple, except for seven hotel properties which are subject to ground leases or subleases. As of March 31, 2022, we own 100% of the outstanding equity interests in 61 of our 101 hotel properties. We own a 51% controlling interest in 40 hotel properties through the Joint Venture.efficient operating models that generate strong margins and investment returns. Our ~~hotel~~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 March 31, 2023, we owned, directly and indirectly, approximately 87.0% 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 Series E and Series F preferred units of limited partnership interest. NewcrestImage Image Holdings, LLC 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"), which was issued as part of the NCI Transaction (described in "Note 3 - Investments in Lodging Property, net" to the Condensed Consolidated Financial Statements.). We collectively refer to preferred units of limited partnership interests of our Operating Partnership as "Preferred Units."

At March 31, 2023, our portfolio consisted of 103 lodging properties with a total of 15,334 guestrooms located in 24 states. We own our lodging properties in fee simple, except for seven lodging properties which are subject to ground leases or subleases. As of March 31, 2023, we own 100% of the outstanding equity interests in 61 of our 103 lodging properties. We own a 51% controlling interest in 39 lodging properties through a joint venture that was formed in July 2019 with GIC (the “GIC Joint Venture”), Singapore’s sovereign wealth fund. 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.

Our ~~hotels~~hotel properties operate under premium franchise brands owned by Marriott® International, Inc. (“Marriott”), Hilton® Worldwide (“Hilton”), Hyatt® Hotels Corporation (“Hyatt”) and InterContinental® Hotels Group (“IHG”). We own one glamping property that operates under the independent brand of Onera Escapes ("Onera").

We have elected to be taxed as a ~~REIT~~real estate investment trust ("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 ~~hotel~~lodging properties. Accordingly, all of our ~~hotel~~lodging properties are leased to our taxable REIT subsidiaries ("TRS Lessees"). All of our ~~hotel~~lodging properties are operated pursuant to ~~hotel~~lodging property management agreements between our TRS Lessees and professional, third-party ~~hotel~~lodging property management companies that are not affiliated with us as follows:

Management Company Number of
Properties Number of
Guestrooms
Affiliates of Aimbridge Hospitality, including Interstate Management Company, LLC 62 9,166
OTO Development, LLC 15 2,164
Stonebridge Realty Advisors, Inc. and affiliates 9 1,312
Affiliates of Marriott, including Courtyard Management Corporation, SpringHill SMC Corporation and Residence Inn by Marriott, Inc. 6 973
Crestline Hotels & Resorts, LLC 4 570
White Lodging Services Corporation 2 453
Hersha Hospitality Management 2 338
InterContinental Hotel Group Resources, Inc., an affiliate of IHG 1 252
Total 101 15,228


Management Company	Number of Properties	Number of Guestrooms
Affiliates of Aimbridge Hospitality, including Interstate Management Company, LLC	62	9,166
OTO Development, LLC	15	2,164

Stonebridge Realty Advisors, Inc. and affiliates	8	1,143
Affiliates of Marriott, including Courtyard Management Corporation, SpringHill SMC Corporation and Residence Inn by Marriott, Inc.	6	973
Crestline Hotels & Resorts, LLC	4	570
White Lodging Services Corporation	2	453
Hersha Hospitality Management	2	338




Concord Hospitality Enterprises	2	264
InterContinental Hotel Group Resources, Inc., an affiliate of IHG	1	252
Blink Data Services, LLC	1	11
Total	103	15,334

Our typical ~~hotel~~lodging property management agreement requires us to pay a base fee to our ~~hotel~~lodging property manager calculated as a percentage of ~~hotel~~lodging property revenues. In addition, our ~~hotel~~typical lodging property management agreements generally provide that the ~~hotel~~lodging property manager can earn an incentive fee for ~~revenue or~~hotel-level Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") over certain thresholds ~~or based on~~of a required investment return ~~over our required preferred return.~~to us. Our TRS Lessees may employ other ~~hotel~~lodging property managers in the future. We currently do ~~not, and will~~ not have any ownership or economic interest in any of the ~~hotel~~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 ~~hotel~~lodging property operations and consist of room revenue, food and beverage revenue and other ~~hotel~~lodging property operations revenue. Revenues from our other ~~hotel~~lodging property operations consist of ancillary revenues related to meeting rooms and other customer services provided at certain of our ~~hotel~~lodging properties.

Industry Trends and Outlook

Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of lodging demand include changes in gross domestic product, corporate profits, capital investments, employment and more recently, travel-related health and safety restrictions and concerns. Volatility in the economy and risks arising from global and domestic political or economic conditions may cause slowing economic growth, which would have an adverse effect on lodging demand. The global and U.S. economies and the travel and lodging industries ~~have~~ experienced a significant downturn as a result of the ~~Pandemic.~~Pandemic during the years ended December 31, 2020 and 2021. During the year ended December 31, 2022 and the three months ended March 31, ~~2022,~~2023, we ~~continued to experience~~experienced a significant recovery in ~~hotel~~lodging demand driven primarily by leisure travelers. Corporate and group demand ~~remain~~continues to meaningfully accelerate but remains below historical levels. In recent months, our RevPAR levels are generally in line with pre-Pandemic results.

Rising inflation has been pervasive since 2022, increasing the cost of salaries, wages, material, freight, and ~~are recovering more slowly; however, we~~energy. Higher costs due to general business inflation were partially offset by lodging price increases, which offset the effect of inflation on our operating results. We expect relatively higher inflation to continue in 2023 resulting in higher costs. Consumers may be resistant to further lodging price increases to offset the continued high inflation, which could have ~~recently begun to experience~~ an ~~increase in demand related to these segments as return to work trends continue to accelerate~~adverse effect on our consolidated financial condition and ~~travel restrictions are reduced or eliminated.~~results of operations.

Effects of the Pandemic ~~on Our Business~~

~~The~~Beginning in March 2020, we experienced the negative effects of the Pandemic, ~~and the restrictions implemented in response to the Pandemic have~~which had a significant negative effect on the U.S. and global economies, including a rapid and sharp decline in all forms of travel, both domestic and international, and a significant decline in hotel demand. ~~These conditions resulted in~~As such, we experienced a substantial decline ~~from pre-Pandemic levels~~ in our revenues, profitability and cash flows from ~~operations.~~

operations during the years ended December 31, 2020 and 2021. During the three months ended March 31, 2022 and thereafter, we ~~continued to experience~~experienced significant improvement in our business, ~~compared to earlier in the Pandemic,~~ driven primarily by leisure travel and to a lesser extent modest improvement in other demand segments, including corporate and group. ~~The improvement was~~During the ~~result of~~three months ended March 31, 2023, our business has experienced a ~~significant increase in the availability and administration of vaccines globally as well as the easing of government restrictions and guidance in most jurisdictions. We anticipate~~strong recovery enabling us to return to operating results that are at or above pre-Pandemic levels. A continued ~~improvement~~growth in operating ~~trends will be dependent on continued strength in leisure travel and a recovery of business travel. More broadly, a return to normalized levels of operations~~results is dependent upon a continuation in the recovery of ~~our business, further dissipation of concerns related to the Pandemic,~~travel, geopolitical stability, moderating inflation, a normalized labor market, and maintaining a high-quality portfolio aligned with evolving guest preferences.

~~Health and Well-being~~

All of our hotel properties are licensed with national franchise brands and we have worked closely with our brand partners to develop and implement comprehensive protocols for the safety and well-being of employees and guests to address a broad spectrum of pathogens and viruses, including COVID-19 and variants thereof. We continue to apply advanced cleaning procedures developed during the Pandemic to all of our hotel properties.

~~Forward-looking Information and Use of Estimates~~

The full effects of the Pandemic and its variants on our Company will depend on future developments, such as the ultimate duration and scope of the outbreak, its effect on our customers, brands and business partners, the rate at which normal economic conditions, operations, and the demand for lodging resume, and the magnitude of the recessionary conditions in any of our markets. Accordingly, the full effects of the Pandemic on our Company cannot be determined at this time. While the potential magnitude and duration of the business and economic effects of the Pandemic are uncertain, we believe that the recovery in our business that began during 2020 and has continued through the three months ended March 31, 2022 will continue through 2022 and we expect that operating performance will improve gradually over a multi-year period before reaching prior peak performance levels. We believe that a recovery in business conditions resulting in positive operating cash flows, together with cash on hand, and the current availability under our credit facilities, will provide sufficient liquidity to fund operations for at least the next twelve months. There can be no assurance that the assumptions used to evaluate the carrying amounts of our assets or to estimate our liquidity requirements will be correct. For additional information on the current and potential future effects of the Pandemic, please see Item 1A. Risk Factors.

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Our ~~Hotel~~Lodging Property Portfolio

~~At March 31, 2022, our~~ ~~portfolio consisted~~ ~~of 101 hotel properties with a total of 15,228 guestrooms.~~ According to current chain scales as defined by ~~STR,~~Smith Travel Research, Inc. ("STR"), as of March 31, 2023, six of our lodging properties with a total of 953 guestrooms are categorized as Upper-upscale hotels, 81 of our hotel properties with a total of ~~952 guestrooms are categorized as Upper-upscale hotels, 80 of our hotel properties with a total of 12,184~~12,279 guestrooms are categorized as Upscale hotels and 15 of our ~~hotel~~lodging properties with a total of 2,091 guestrooms are categorized as Upper-midscale hotels. ~~Information about our hotel properties~~We have one lodging asset that is an 11-unit glamping property. Lodging property information as of March 31, ~~2022~~2023 is as follows:


Franchise/Brand	Franchise/Brand	Number of Hotel Properties	Number of Guestrooms	Franchise/Brand	Number of Lodging Properties	Number of Guestrooms
Marriott	Marriott			Marriott
Courtyard by Marriott	Courtyard by Marriott	17	3,049	Courtyard by Marriott	17	3,049
Residence Inn by Marriott	Residence Inn by Marriott	15	2,136	Residence Inn by Marriott	15	2,136
AC Hotel by Marriott				AC Hotel by Marriott	6	1,026
SpringHill Suites by Marriott	SpringHill Suites by Marriott	7	983	SpringHill Suites by Marriott	7	983
AC Hotel by Marriott		5	870
TownePlace Suites	TownePlace Suites	2	225	TownePlace Suites	2	225
Marriott				Marriott	1	165
Fairfield Inn & Suites by Marriott	Fairfield Inn & Suites by Marriott	1	140	Fairfield Inn & Suites by Marriott	1	140
Element by Marriott				Element by Marriott	1	108
Four Points by Sheraton	Four Points by Sheraton	1	101	Four Points by Sheraton	1	101
Marriott		1	165
Total Marriott	Total Marriott	49	7,669	Total Marriott	51	7,933
Hilton	Hilton			Hilton
Hilton Garden Inn	Hilton Garden Inn	10	1,460	Hilton Garden Inn	9	1,291
Hampton Inn & Suites	Hampton Inn & Suites	8	1,162	Hampton Inn & Suites	8	1,162

Homewood Suites	Homewood Suites	3	369	Homewood Suites	3	369
Embassy Suites				Embassy Suites	2	346
Canopy Hotel	Canopy Hotel	2	326	Canopy Hotel	2	326
Embassy Suites		2	346
DoubleTree by Hilton	DoubleTree by Hilton	1	210	DoubleTree by Hilton	1	210
Total Hilton	Total Hilton	26	3,873	Total Hilton	25	3,704
Hyatt	Hyatt			Hyatt
Hyatt Place	Hyatt Place	17	2,419	Hyatt Place	17	2,419
Hyatt House	Hyatt House	3	466	Hyatt House	3	466
Total Hyatt	Total Hyatt	20	2,885	Total Hyatt	20	2,885
IHG	IHG			IHG
Holiday Inn Express & Suites	Holiday Inn Express & Suites	4	564	Holiday Inn Express & Suites	4	564

Staybridge Suites				Staybridge Suites	1	121
Hotel Indigo	Hotel Indigo	1	116	Hotel Indigo	1	116
Staybridge Suites		1	121
Total IHG	Total IHG	6	801	Total IHG	6	801

Independent				Independent
Onera				Onera	1	11
Total	Total	101	15,228	Total	103	15,334

~~Hotel~~Lodging Property Portfolio Activity

We continually ~~consider ways in which~~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.

3635

~~On January 13, 2022~~See "Note 3 - Investments in Lodging Property, net" of the accompanying Condensed Consolidated Financial Statements for further information related to lodging property acquisitions and March 23, 2022, the Joint Venture completed the purchase from NewcrestImage Holdings, LLC, a Delaware limited liability company, and NewcrestImage Holdings II, LLC, a Delaware limited liability company (together, “NewcrestImage”), a portfolio of 27 hotel properties, containing an aggregate of 3,709 guestrooms, and two parking structures, containing 1,002 spaces (such hotel properties and parking structures, the “Portfolio”), and various financial incentives for an aggregate purchase price of $822.0 million (the "NCI Transaction").dispositions.

Results of Operations

The comparisons that follow should be reviewed in conjunction with the unaudited ~~interim~~ Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Comparison of the Three ~~Months Ended~~months ended March 31, ~~2022~~2023 with the Three ~~Months Ended~~months ended March 31, ~~2021~~2022

The following table contains key operating metrics for our total portfolio for the three months ended March 31, 2023 compared with the three months ended March 31, 2022 ~~compared with the three months ended March 31, 2021~~ (dollars in thousands, except ADR and RevPAR).


		For the Three Months Ended March 31,												Quarter-over-Quarter				Quarter-over-Quarter					For the Three Months Ended March 31,												Quarter-over-Quarter				Quarter-over-Quarter
		2022						2021						Dollar Change				Percentage Change					2023						2022						Dollar Change				Percentage Change
		Total Portfolio (101 hotels)			Same-Store Portfolio (72 hotels)			Total Portfolio (72 hotels)			Same-Store Portfolio (72 hotels)			Total Portfolio (101/72 hotels)		Same-Store Portfolio (72 hotels)		Total Portfolio (101/72 hotels)		Same-Store Portfolio (72 hotels)			Total Portfolio (103 properties)			Same-Store Portfolio (99 properties)			Total Portfolio (101 properties)¹			Same-Store Portfolio (99 properties)¹			Total Portfolio (103/101 properties)		Same-Store Portfolio (99 properties)		Total Portfolio (103/101 properties)		Same-Store Portfolio (99 properties)
Revenues:	Revenues:																					Revenues:
Room	Room	$	128,810		$	99,868		$	53,245		$	53,245		$	75,565	$	46,623	141.9	%	87.6	%	Room	$	163,089		$	155,747		$	128,810		$	130,544		$	34,279	$	25,203	26.6	%	19.3	%
Food and beverage	Food and beverage	5,662			2,878			1,003			1,003			4,659		1,875		464.5	%	186.9	%	Food and beverage	10,630			8,268			5,662			5,897			4,968		2,371		87.7	%	40.2	%
Other	Other	7,397			5,539			3,606			3,606			3,791		1,933		105.1	%	53.6	%	Other	8,664			7,995			7,397			7,530			1,267		465		17.1	%	6.2	%
Total	Total	$	141,869		$	108,285		$	57,854		$	57,854		$	84,015	$	50,431	145.2	%	87.2	%	Total	$	182,383		$	172,010		$	141,869		$	143,971		$	40,514	$	28,039	28.6	%	19.5	%

Expenses:	Expenses:																					Expenses:
Room	Room	$	28,410		$	22,340		$	12,550		$	12,550		$	15,860	$	9,790	126.4	%	78.0	%	Room	$	35,909		$	34,541		$	28,410		$	28,920		$	7,499	$	5,621	26.4	%	19.4	%
Food and beverage	Food and beverage	4,114			2,136			556			556			3,558		1,580		639.9	%	284.2	%	Food and beverage	7,955			6,385			4,114			4,633			3,841		1,752		93.4	%	37.8	%
Other hotel operating expenses		46,277			35,921			24,574			24,574			21,703		11,347		88.3	%	46.2	%
Other lodging property operating expenses																						Other lodging property operating expenses	56,125			53,628			46,277			46,332			9,848		7,296		21.3	%	15.7	%
Total	Total	$	78,801		$	60,397		$	37,680		$	37,680		$	41,121	$	22,717	109.1	%	60.3	%	Total	$	99,989		$	94,554		$	78,801		$	79,885		$	21,188	$	14,669	26.9	%	18.4	%

Operational Statistics:	Operational Statistics:																					Operational Statistics:
Occupancy	Occupancy	64.2		%	63.2		%	50.3		%	50.3		%	n/a		n/a		27.6	%	25.6	%	Occupancy	68.9		%	68.7		%	64.2		%	64.0		%	n/a		n/a		7.3	%	7.3	%
ADR	ADR	$	152.79		$	155.63		$	104.12		$	104.12		$	48.67	$	51.51	46.7	%	49.5	%	ADR	$	171.63		$	169.33		$	152.79		$	152.30		$	18.84	$	17.03	12.3	%	11.2	%
RevPAR	RevPAR	$	98.05		$	98.30		$	52.41		$	52.41		$	45.64	$	45.89	87.1	%	87.6	%	RevPAR	$	118.18		$	116.28		$	98.05		$	97.46		$	20.13	$	18.82	20.5	%	19.3	%

¹ Operating results for the same-store portfolio of 99 properties for the three months ended March 31, 2022 include the 26 hotel properties and two parking garages acquired in the first closing of the NCI Transaction on January 13, 2022 (the "First Closing Hotels") and exclude the acquisition of the Canopy New Orleans (the "Canopy"), which was acquired upon completion of construction in the second closing of the NCI Transaction on March 23, 2022. As such, the same-store operating results for the First Closing Hotels for the three months ended March 31, 2022 include the operating results related to the prior owner for the period from January 1, 2022 through the first closing date of the NCI Transaction of January 13, 2022 (the "Pre-Ownership Results"). Operating results for the total portfolio of 101 properties for the three months ended March 31, 2022 include actual operating results for the First Closing Hotels and the Canopy only from the closing dates of the NCI Transaction through March 31, 2022. As such, the same-store operating results for the three months ended March 31, 2022 are higher than the total portfolio operating results for the same period due to the inclusion of the Pre-Ownership Results in the same-store operating results for the three months ended March 31, 2022.

Changes from the three months ended March 31, ~~2022~~2023 compared with the three months ended March 31, ~~2021~~2022 were due to the following:

•Revenues and RevPAR. The increase in total revenues and RevPAR for our total portfolio during the first quarter of ~~2022~~2023 compared to the first quarter of ~~2021~~2022 was due to continued strength in leisure travel as well improving corporate and group demand resulting in steady improvement in both weekend and weekday results. ~~Additionally,~~We generated additional revenues ~~increased due to~~during the first quarter of 2023 as a result of the acquisition of the Canopy New Orleans hotel upon completion of the second closing of the NCI Transaction ~~which significantly expanded~~at the ~~size~~end of ~~our portfolio with~~March 2022 and the acquisition of ~~27 hotel properties and two parking garages. Our increased exposure to~~ the ~~Sunbelt, focused~~AC/Element Hotel upon completion of the Brickell Transaction in June 2022. These revenue ~~management, and property management initiatives related to~~increases were partially offset by the ~~portfolio acquired~~sale of the Hilton Garden Inn San Francisco Airport North in May 2022. Additionally, revenues for the ~~NCI Transaction also contributed to significant revenue growth during~~three months ended March 31, 2022 were negatively affected by the ~~period.~~effect of the Omicron variant of COVID-19. On a same store basis, the improvements in our business resulted in an increase of approximately ~~25.6%~~7.3% in occupancy and ~~49.5%~~11.2% in average daily rate in the first quarter of ~~2022,~~2023, which resulted in ~~an 87.6%~~a 19.3% increase in same-store RevPAR. For the total portfolio, we experienced an increase of approximately ~~27.6%~~7.3% in our occupancy and an increase of ~~46.7%~~12.3% in average daily rate in the first quarter of 2023 in comparison to the first quarter of 2022. This resulted in ~~our highest nominal quarterly RevPAR,~~ an increase in RevPAR of ~~87.1%~~20.5% over the same period in the prior ~~year, since the onset of the Pandemic.~~year. See "Industry Trends and Outlook ~~- Effects of the Pandemic on Our Business~~" for further information.

•Room Expenses. The increase in room expenses for both our total and the same-store portfolio is highly correlated to the increase in room revenues driven by increasing occupancy across our portfolio. ~~Room~~Additional factors contributing to higher room expenses ~~increased at~~include increasing labor costs driven by higher wage rates and more costly contract labor needed to meet room demand. We also incurred additional operating expenses during the first quarter of 2023 as a ~~slower rate than room revenues due to reduced staffing levels and strength in average daily rate, offset by increasing wage rates. Additionally, room costs for~~result of the ~~total portfolio increased due to~~acquisition of the Canopy New Orleans hotel upon completion of the second closing of the NCI Transaction ~~which significantly expanded~~at the ~~size~~end of ~~our portfolio with~~March 2022 and the acquisition of ~~27 hotel properties and two parking garages.~~the AC/Element Hotel upon completion of the Brickell Transaction in June 2022. These operating expense increases were partially offset by the sale of the Hilton Garden Inn San Francisco Airport North in May 2022.

•Food and beverage Revenues and Expenses. Total and same-store food and beverage revenues increased during the quarter ended March 31, ~~2022~~2023 as a result of an expanded food and beverage offering and an increase in occupancy across our portfolio during the period. In the first quarter of 2022, we were offering a limited food and beverage offering due to the ~~NCI Transaction. Food~~effects of the Omicron variant of the COVID-19 virus. The increases in food and beverage expenses ~~increased at a higher rate than~~were consistent with the increases in food and beverage revenues ~~due~~as we have been able to ~~an expansion~~increase food and beverage prices commensurate with the inflationary and other increases in food and beverage ~~product offerings and increased staffing~~ costs.

•Other ~~hotel~~lodging property operating Revenues and Expenses. The increase in other ~~hotel~~lodging property operating revenues resulted from user fees related to increased occupancy and ~~expenses in both our total and same-store portfolios was driven by~~ an increase in parking and resort fees. The increase in other lodging property operating expenses was attributable to increased marketing costs, labor costs, credit card commissions and other occupancy ~~during~~driven increases resulting primarily from increased occupancy as compared with the ~~first quarter~~same period of ~~2022 and~~ the ~~NCI Transaction.~~prior year.

The following table includes other consolidated income and expenses for the three months ended March 31, 2023 compared with the three months ended March 31, 2022 ~~compared with the~~ ~~three months ended March 31, 2021~~ (dollars in thousands).


		For the Three Months Ended March 31,									For the Three Months Ended March 31, 2023
		2022		2021		Dollar Change		Percentage Change			2023		2022		Dollar Change		Percentage Change
Property taxes, insurance and other	Property taxes, insurance and other	$	13,138	$	10,904	$	2,234	20.5	%	Property taxes, insurance and other	$	14,724	$	13,138	$	1,586	12.1	%
Management fees	Management fees	3,795		1,555		2,240		144.1	%	Management fees	4,805		3,795		1,010		26.6	%
Depreciation and amortization	Depreciation and amortization	36,274		27,297		8,977		32.9	%	Depreciation and amortization	36,908		36,274		634		1.7	%
Corporate general and administrative	Corporate general and administrative	9,137		5,678		3,459		60.9	%	Corporate general and administrative	8,005		9,137		(1,132)		(12.4)	%

Gain on disposal of assets, net		—		50		(50)		nm¹

Interest expense	Interest expense	13,439		10,788		2,651		24.6	%	Interest expense	20,909		13,439		7,470		55.6	%
Other income, net	Other income, net	1,742		3,232		(1,490)		(46.1)	%	Other income, net	265		1,742		(1,477)		nm¹
Income tax (benefit) expense		(2,000)		105		(2,105)		(2004.8)	%
Income tax benefit										Income tax benefit	(472)		(2,000)		1,528		(76.4)	%

~~(1)~~¹ Not meaningful.

Changes from the three months ended March 31, ~~2022~~2023 compared with the three months ended March 31, ~~2021~~2022 were due to the following:

•Property Taxes, Insurance and Other. The increase in Property taxes, insurance and other is primarily due to ~~the NCI Transaction which significantly expanded the size of our portfolio with the acquisition of 27 hotel properties and two parking garages. The higher property taxes due to~~ an increase in franchise taxes and property casualty insurance, which was renewed in the ~~number~~first quarter of hotel properties in our portfolio during the quarter ended March 31, 2022 was partially offset by property tax reductions that we have generated through our property tax appeal efforts to reduce the assessed values of our hotel properties for property tax purposes based on the lower operating performance than we experienced during the Pandemic.2023.

•Management Fees. The increase in Management fees during the current period is primarily due to increased ~~consolidated~~ revenues as our business has experienced a steady improvement in performance during the three months ended March 31, ~~2022 and due to the NCI Transaction, which significantly expanded the size of our portfolio with the acquisition of 27 hotel properties and two parking garages.~~2023.

•Depreciation and Amortization. The increase in Depreciation and amortization is ~~primarily~~ due to the NCI Transaction which significantly expanded the size of our portfolio with the acquisition of 27 hotel properties and two parking garages, which resulted in a substantial increase the our depreciable assets during the first quarter of 2022. Additionally, we have increased renovation activities at our ~~hotel~~lodging properties during the quarter ended March 31, 2023 and additional depreciation expense related to the completion of the Brickell Transaction and the Onera Transaction during the year ended December 31, 2022, offset by a decrease in depreciation expense as ~~our operating performance has improved.~~a result of the sale of the 169-guestroom Hilton Garden Inn San Francisco Airport North in May 2022.

•Corporate General and Administrative. The ~~increase~~decrease in ~~corporate,~~Corporate general and administrative ~~costs during the current period~~expenses is primarily due to ~~higher incentive~~the departure of the Company's former Executive Vice President and ~~other~~Chief Operating Officer in the first quarter of 2022, which resulted in the Company recording $1.3 million of additional stock-based compensation ~~costs, including a one-time charge of approximately $1.3 million~~expense during the period related to the ~~acceleration of time-based restricted shares and the~~ modification of ~~performance stock-based compensation for our former Chief Operating Officer who retired on March 4, 2022.~~certain stock award agreements.

•Interest Expense. Interest expense has increased ~~as a result of the additional debt outstanding~~ during the ~~first quarter of 2022 related~~three months ended March 31, 2023 due to ~~the NCI Transaction and~~ higher base rates on our floating rate debt that is not ~~hedged.~~hedged during the three months ended March 31, 2023 in comparison with the three months ended March 31, 2022 and the additional debt related to the Brickell Transaction which closed in May 2022.

•Other Income, net. The decrease in Other income, net ~~decreased during~~in the first quarter of 2023 compared to the same period in 2022 ~~as a result of a reduction in~~is primarily due to interest income ~~during~~that was previously earned on a mezzanine loan in connection with the ~~period due to~~Brickell acquisition. This mezzanine loan was repaid in connection with the ~~repayment~~Brickell Transaction which closed in ~~full of several mezzanine loans totaling approximately $25.8 million during the fourth quarter of 2021.~~May 2022.

•Income Tax ~~Expense~~Benefit.. Income taxes in interim quarters are based on an estimated annual effective tax rate. The Company recorded a ~~$2.0~~$0.5 million income tax benefit during the three months ended March 31, ~~2022 primarily due~~2023, which represents a decrease of $1.5 million when compared to ~~taxable losses incurred during~~ the same period ~~related to certain of our TRS entities.~~in the previous year. Seasonality in quarterly net income (loss), and changes in the forecasted earnings causes variability in income taxes recorded in each quarter.

Non-GAAP Financial Measures

We disclose certain “non-GAAP financial measures,” which are measures of our historical financial performance. Non-GAAP financial measures are financial measures not prescribed by Generally Accepted Accounting Principles ("GAAP"). These measures are as follows: (i) Funds From Operations (“FFO”) and Adjusted Funds from Operations ("AFFO"), (ii) Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA"), Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate ("~~EBITDAre"~~EBITDAre") and Adjusted ~~EBITDAre~~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 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 shares~~Common Stock and ~~common units.~~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, ~~and adjustments related to provision for credit losses.~~which is de minimus. Our computation of FFO may also differ from the methodology for calculating FFO used by other equity REITs and, accordingly, may not be comparable to such other REITs. FFO and AFFO should not be considered as alternatives to net income (loss) (computed in accordance with GAAP), as an indicator of our liquidity, nor are they indicative of funds available to ~~fund~~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.

The following is aan unaudited reconciliation of our ~~GAAP~~ net loss, determined in accordance with GAAP, to FFO and AFFO for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022, (in thousands, except per share/unit amounts):

For the
Three Months Ended
March 31,
2022 2021
Net loss $ (8,973) $ (32,871)
Preferred dividends (4,525) (3,709)
Loss related to non-controlling interests in joint venture 82 1,452
Net loss applicable to common shares and common units (13,416) (35,128)
Real estate-related depreciation 35,195 27,180
Gain on disposal of assets, net — (50)
Adjustments related to non-controlling interests in consolidated joint venture (7,286) (1,510)
FFO applicable to common shares and common units 14,493 (9,508)
Amortization of intangible assets 911 —
Amortization of lease-related intangible assets, net — 22
Amortization of deferred financing costs 1,412 1,011
Amortization of franchise fees 168 117
Equity-based compensation 3,698 1,569
Debt transaction costs — 116
Non-cash interest income (122) (257)
Non-cash lease expense, net 128 120
Casualty losses (recoveries), net 185 (35)
Adjustments related to non-controlling interests in consolidated joint venture (732) (78)
AFFO applicable to common shares and common units (1)
$ 20,141 $ (6,923)
FFO per common share/common unit $ 0.12 $ (0.09)
AFFO per common share/common unit $ 0.17 $ (0.07)
Weighted average diluted common shares/common units:
FFO and AFFO (2) (3)
118,976 104,440


	For the Three Months Ended March 31,
	2023		2022
Net loss	$	(1,970)	$	(8,973)
Preferred dividends	(3,970)		(3,970)
Distributions to and accretion of redeemable non-controlling interests	(657)		(555)

Loss related to non-controlling interests in consolidated joint ventures	680		82
Net loss applicable to Common Stock and Common Units	(5,917)		(13,416)
Real estate-related depreciation	35,727		35,195

Disposition of assets, net	48		—
Adjustments related to non-controlling interests in consolidated joint ventures	(7,782)		(7,286)
FFO applicable to Common Stock and Common Units	22,076		14,493
Recoveries of credit losses	(250)		—

Amortization of debt issuance costs	1,399		1,412
Amortization of franchise fees	142		168
Amortization of intangible assets, net	903		911

Equity-based compensation	1,469		3,698


Debt transaction costs	87		—

Non-cash interest income	(130)		(122)
Non-cash lease expense, net	133		128
Casualty losses, net	536		185
Change in deferred tax asset valuation allowance	63		—
Other non-cash items, net	711		—
Adjustments related to non-controlling interests in consolidated joint ventures	(878)		(732)
AFFO applicable to Common Stock and Common Units	$	26,261	$	20,141
FFO per share of Common Stock and Common Units	$	0.18	$	0.12
AFFO per share of Common Stock and Common Units	$	0.22	$	0.17
Weighted-average diluted shares of Common Stock and Common Units
FFO (1)	122,010		118,976
AFFO (1) (2)	122,010		118,976

(1) The weighted-average diluted shares of Common Stock and Common Units used to calculate FFO and AFFO ~~applicable to common shares~~per share of Common Stock and ~~common units~~Common Units for the three months ended March 31, 2023 and 2022 includes the dilutive effect of our outstanding restricted stock awards. These shares were excluded from our weighted-average shares outstanding used to calculate net loss per share because they would have been antidilutive. The weighted-average shares of Common Stock and ~~2021~~Common Units used to calculate FFO and AFFO per share of Common Stock and Common Units for the three months ended March 31, 2023 and 2022 exclude the potential dilution related to our Convertible Notes as we intend to settle the principal value of the Convertible Notes in cash.

(2) AFFO applicable to Common Stock and Common Units for the three months ended March 31, 2023 and 2022 has not been adjusted for interest related to our Convertible Notes for purposes of calculating AFFO per ~~common share/common unit~~share of Common Stock and Common Units because we intend to settle the principal portion of the Convertible Notes in cash and we did not include in the denominator of our calculation of AFFO per ~~common share/common unit~~share of Common Stock and Common Units the potential dilutive effect of shares that would be issued if the principal portion of the Convertible Notes were converted into shares of our ~~common stock.~~

~~(2)~~Includes common units in the Operating Partnership held by limited partners (other than us and our subsidiaries) because the common units are redeemable for cash or, at our election, shares of our common stock.

~~(3)~~The weighted average diluted common shares/common units used to calculate FFO and AFFO per common share/common unit for the three months ended March 31, 2022 and 2021 includes the dilutive effect of our outstanding restricted stock awards. These shares were excluded from our weighted average shares outstanding used to calculate net loss per share because they would have been antidilutive. The weighted average common shares/common units used to calculate FFO and AFFO per common share/common unit for the three months ended March 31, 2022 and 2021 exclude the potential dilution related to our Convertible Notes as we intend to settle the principal value of the Convertible Notes in cash.

Common Stock.

AThe following is an unaudited reconciliation of ~~weighted average~~weighted-average diluted ~~common~~ shares of Common Stock to non-GAAP ~~weighted average~~weighted-average diluted ~~common shares/common units~~shares of Common Stock and Common Units for FFO and AFFO ~~is as follows~~ (in thousands):

For the Three Months Ended
March 31,
2022 2021
Weighted average common shares outstanding 104,896 104,278
Dilutive effect of unvested restricted stock awards 627 —
Dilutive effect of shares issuable upon conversion of convertible debt 23,978 —
Adjusted weighted dilutive common shares outstanding 129,501 104,278
Non-GAAP adjustment for dilutive effects of common units 13,453 162
Non-GAAP adjustment for dilutive effect of shares issuable upon conversion of convertible debt (23,978) —
Non-GAAP weighted dilutive common shares/common units outstanding 118,976 104,440


	For the Three Months Ended March 31,
	2023	2022
Weighted-average shares of Common Stock outstanding	105,312	104,896
Dilutive effect of unvested restricted stock awards	138	627

Dilutive effect of shares of Common Stock issuable upon conversion of convertible debt	24,324	23,978
Adjusted weighted diluted shares of Common Stock	129,774	129,501

Non-GAAP adjustment for dilutive effects of Common Units	15,977	13,453
Non-GAAP adjustment for dilutive effects of restricted stock awards	583	—
Non-GAAP adjustment for dilutive effect of shares of Common Stock issuable upon conversion of convertible debt	(24,324)	(23,978)
Non-GAAP weighted diluted share of Common Stock and Common Units	122,010	118,976

The increase in AFFO applicable to ~~common~~ shares of Common Stock and ~~common units increased $28.9 million for~~Common Units was due to a substantial improvement in our operating performance during the three months ended March 31, 2022 compared to the same period of 2021. The increase was due to the NCI Transaction which significantly expanded the size of our portfolio with the acquisition of 27 hotel properties and two parking garages. In addition, the increase in AFFO applicable to common shares and common units during the first quarter of 2022 was due to an improvement in our business2023 that has been primarily driven by leisure travel and ~~to a lesser extent modest improvement~~improvements in other demand ~~segments.~~segments such as business and group. The increase in AFFO during the three months ended March 31, 2023 was also the result of the acquisition of the Canopy New Orleans hotel upon completion of the second closing of the NCI Transaction at the end of March 2022 and the acquisition of the AC/Element Hotel in Miami upon completion of the Brickell Transaction in June 2022. These increases in AFFO were partially offset by the sale of the Hilton Garden Inn San Francisco Airport North in May 2022. AFFO applicable to shares of Common Stock and Common Units increased $6.1 million for the three months ended March 31, 2023 compared to the same period in 2022.

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.

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 ongoing operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.

The following is aan unaudited reconciliation of our ~~GAAP~~ net loss, determined in accordance with GAAP, to EBITDA, EBITDAre and Adjusted EBITDAre for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022, (in thousands):

For the
Three Months Ended
March 31,
2022 2021
Net loss $ (8,973) $ (32,871)
Depreciation and amortization 36,274 27,297
Interest expense 13,439 10,788
Interest income (2) (1)
Income tax (benefit) expense (2,000) 105
EBITDA 38,738 5,318
Gain on disposal of assets, net — (50)
EBITDAre
38,738 5,268
Amortization of lease-related intangible assets, net — 22
Equity-based compensation 3,698 1,569
Debt transaction costs — 116
Non-cash interest income (122) (257)
Non-cash lease expense, net 128 120
Casualty losses, net 185 (35)
Loss related to non-controlling interests in joint venture 82 1,452
Adjustments related to non-controlling interests in consolidated joint venture (9,788) (2,031)
Adjusted EBITDAre
$ 32,921 $ 6,224


	For the Three Months Ended March 31,
	2023		2022
Net loss	$	(1,970)	$	(8,973)
Depreciation and amortization	36,908		36,274
Interest expense	20,909		13,439
Interest income	(83)		(2)
Income tax benefit	(472)		(2,000)
EBITDA	55,292		38,738

Disposition of assets, net	48		—
EBITDAre	55,340		38,738
Recoveries of credit losses	(250)		—

Amortization of key money liabilities	(136)		—
Equity-based compensation	1,469		3,698


Debt transaction costs	87		—
Non-cash interest income	(130)		(122)
Non-cash lease expense, net	133		128
Casualty losses, net	536		185
Loss related to non-controlling interests in consolidated joint ventures	680		82
Other non-cash items, net	711		—
Adjustments related to non-controlling interests in consolidated joint ventures	(14,012)		(9,788)
Adjusted EBITDAre	$	44,428	$	32,921

The increase in Adjusted EBITDAre ~~increased $26.7 million for~~is due to a substantial improvement in our operating performance during the three months ended March 31, 2022 compared to the same period of 2021. The increase was due to the NCI Transaction which significantly expanded the size of our portfolio with the acquisition of 27 hotel properties and two parking garages. In addition, the increase in Adjusted EBITDAre ~~during the first quarter of 2022 was due to an improvement in our business~~2023 that has been primarily driven by leisure travel and ~~to a lesser extent modest improvement~~improvements in other demand ~~segments.~~segments such as business and group. The increase in EBITDAre during the three months ended March 31, 2023 was also the result of the acquisition of the Canopy New Orleans hotel upon completion of the second closing of the NCI Transaction at the end of March 2022 and the acquisition of the AC/Element Hotel upon completion of the Brickell Transaction in June 2022. These increases in EBITDAre were partially offset by the sale of the Hilton Garden Inn San Francisco Airport North in May 2022. Adjusted EBITDA

increased $11.5 million for the three months ended March 31, 2023 compared to the same period in 2022.

Liquidity and Capital Resources

Due to the Pandemic, we entered into modifications of our 2018 Senior Credit Facility during the years ended December 31, 2020 and 2021, which included a waiver of covenants through March 31, 2022 and restricted our ability to use advances on the $400 Million Revolver for certain purposes; however, we continue to be able to access the $400 Million Revolver to fund operations, for growth opportunities and to execute our business plan. Upon expiration of our covenant waivers in March 2022, the capacity available under the $400 Million Revolver may be restricted based upon our quarterly achievement of certain liquidity or other financial metrics. The Company's availability under the $400 Million Revolver will fluctuate based on the performance of the Company relative to its covenant package. See “~~Note 5 –Debt” to the Condensed Consolidated Financial Statements for additional information concerning our 2018 Senior Credit Facility.~~

Our short-term ~~liquidity requirements~~cash obligations consist primarily of operating expenses and other expenditures directly

associated with our ~~hotel~~lodging properties, recurring maintenance and capital expenditures necessary to maintain our ~~hotel~~lodging properties

in accordance with internal and brand standards, capital expenditures to improve our ~~hotel~~lodging properties, ~~hotel property development costs, acquisitions,~~ interest payments, settlement of interest rate swaps, scheduled principal payments on outstanding indebtedness, restricted cash funding obligations, ~~mezzanine loan funding commitments,~~ our ~~Joint Venture~~joint venture acquisitions and capital requirements, contractual lease payments, corporate overhead, and dividends and distributions to our stockholders and unitholders when ~~declared. We have approximately $62.0 million of debt under our 2017 Term Loan maturing in November 2022. We currently have adequate liquidity to fund this maturity.~~declared and paid. Our corporate overhead primarily consists of employee compensation expenses, professional fees and corporate insurance and rent expenses. Cash requirements for our corporate overhead expenses (excluding non-cash stock-based compensation), which are generally paid from operating cash flows, were ~~$7.5~~$6.5 million and ~~$4.1~~$5.4 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, 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 ~~liquidity requirements~~cash obligations consist primarily of the costs of acquiring additional ~~hotel~~lodging properties, renovations

and other non-recurring capital expenditures that periodically are made with respect to our ~~hotel~~lodging properties, ~~dividend~~

dividends and distributions and scheduled debt payments, including maturing loans.

~~During the three months ended March 31, 2022, we completed the NCI Transaction for an aggregate purchase price of $822.0 million (the "NCI Transaction").~~

During the three months ended March 31, 2021 we sold Convertible Notes totaling approximately $280.0 million before consideration of the related capped call transactions, and after deducting underwriting discounts and commissions and estimated 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). These proceeds were used to pay the cost of the capped call transactions and to partially repay outstanding obligations under the 2018 Senior Credit Facility and 2017 Term Loan. See “Note 5 – Debt” to the Condensed Consolidated Financial Statements for additional information concerning the Convertible Notes, Convertible Notes Offering and the Capped Call Transactions.

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 ~~hotel~~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.

Outstanding Indebtedness

~~Subsequent~~At March 31, 2023, we had $30.0 million of outstanding borrowings under our $400 Million Revolver (as defined in "Note 5 - Debt" to ~~quarter-end, at April 22, 2022, we had~~the accompanying Condensed Consolidated Financial Statements), $200.0 million outstanding on our $200 Million Term Loan ~~$62.0 million outstanding on our 2017 Term Loan~~(as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements), and $225.0 million outstanding on our 2018 Term ~~Loan.~~Loan (as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements). As of April 30, 2023, our $400 Million Revolver had $25.0 million in outstanding borrowings due to repayments subsequent to March 31, 2023. Each of the credit facilities was supported by the ~~46 hotel~~57 lodging properties included in the credit facility borrowing base and a pledge of the equity securities in each of the entities ~~which~~that own ~~one of~~ the ~~46 hotel~~57 lodging properties, and the respective TRS Lessees. We also had $287.5 million of Convertible Notes outstanding.

~~Subsequent to quarter-end, at April 22, 2022,~~At March 31, 2023, the GIC Joint Venture had ~~$143.5~~$200.0 million outstanding under our GIC Joint Venture Credit Facility (as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements), which included borrowings of $75.0 million on its ~~$75~~$75.0 million term loan and ~~$68.5~~$125.0 million on its ~~$125~~$125.0 million revolving line of credit. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the ~~Borrower's~~ equity interests in the subsidiaries that ~~hold~~own the ~~five hotel~~11-lodging property borrowing base assets, and the related TRS entities, which wholly own the TRS ~~lessees that lease each of the borrowing base assets. As of April 22, 2022, our Joint Venture also owns eight hotel properties that are not collateral for the Joint Venture Credit Facility.~~Lessees. See "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements for additional ~~information related to our Joint Venture financing arrangements.~~information.

To complete the NCI Transaction during the first quarter of 2022, the GIC Joint Venture entered into a $410.0 million senior secured term loan facility (the ~~“Joint~~“GIC Joint Venture Term Loan”). secured by the 27 lodging properties and two parking garages acquired in the transaction and assumed a PACE loan totaling $6.5 million. The GIC Joint Venture Term Loan has an accordion feature which ~~will permit~~provides for an increase in the total commitments by up to $190.0 million, for aggregate potential borrowings of up to $600.0 million. The ~~Second~~GIC Joint ~~Credit Facility~~Venture Term Loan will mature on January 13, 2026 and can be extended for one 12-month period at the ~~Company’s~~GIC Joint Venture's option, subject to certain conditions. The GIC Joint Venture Term Loan is interest-only and provides for a floating interest rate equal to SOFR plus 2.86%. ~~Subsequent to quarter-end,~~The outstanding balance of the PACE loan is $6.2 million at ~~April 22, 2022, the Joint Venture had $410.0 million outstanding under the Joint Venture Term Loan. See "Note 5 - Debt" to the Condensed Consolidated Financial Statements for additional information related to our Joint Venture financing arrangements.~~March 31, 2023.

AtAdditionally, the GIC Joint Venture has a mortgage loan outstanding totaling $13.0 million at March 31, 2023 related to the acquisition of the Embassy Suites in Tucson, AZ in December 2021.

In June 2022, the Brickell Joint Venture, as borrower, and the Operating Partnership, as the non-recourse guarantor, entered into a $47.0 million mortgage loan and non-recourse guaranty with City National Bank of Florida ("City National Bank") to finance the dual-branded 264-guestroom AC/Element Hotel. The City National Bank loan provides for an interest rate equal to one-month LIBOR plus 300 basis points. Payment terms include an interest-only period through June 30, 2024 and the loan will amortize on a 25-year schedule from July 1, 2024 through the maturity date of June 30, 2025. The City National Bank loan is prepayable at any time without penalty. The balance of the mortgage loan is $47.0 million at March 31, 2023.

As of March 31, 2023, we have scheduled debt principal amortization payments during the next twelve months totaling ~~$3.4~~$2.2 million ~~and debt maturities of $62.0 million.~~when taking into consideration extension options available to us. Currently, we have the capacity to pay these scheduled principal ~~debt~~ payments using cash on hand or draws under our $400 Million Revolver.

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 ~~stock~~equity pledges, debt secured by first priority mortgage liens on certain ~~hotel~~lodging properties and unsecured debt. 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.

Our outstanding indebtedness requires us to comply with various financial and other covenants. At March 31, ~~2022,~~2023, we are in compliance with all of ~~the Company's~~our loan agreements. We have entered into certain amendments of the 2018 Senior Credit Facility ~~the 2018 Term Loan~~ and the ~~2017~~2018 Term Loan that give us full access to the $400 Million Revolver (subject to certain conditions)~~, provide for financial covenant waivers through March 31, 2022,~~ and ~~modify~~improve certain financial covenant measures through December 31, 2023. Additionally, we have amended the GIC Joint Venture Credit Facility to provide for certain financial covenant waivers and adjustments as described in “Note 5 – Debt” to the Condensed Consolidated Financial Statements. Our outstanding indebtedness requires us to comply with various financial and other covenants. At March 31, ~~2022,~~2023, we and our GIC Joint Venture are in compliance with all loan covenants.

See "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements ~~for additional information concerning the loan amendments and~~related to our financing arrangements.

A summary of our gross debt at March 31, ~~2022~~2023 is as follows (dollars in thousands):

Lender Interest Rate Amortization
Period (Years) Maturity Date Number of
Encumbered Properties Principal Amount
Outstanding
2018 Senior Credit Facility (1)

Deutsche Bank AG New York Branch
$400 Million Revolver 2.65% Variable n/a March 31, 2023 n/a $ —
$200 Million Term Loan 2.60% Variable n/a April 1, 2024 n/a 200,000
Total Senior Credit and Term Loan Facility 200,000
Term Loans (1)

KeyBank National Association Term Loan 2.70% Variable n/a November 25, 2022 n/a 62,000
KeyBank National Association Term Loan 2.40% Variable n/a February 14, 2025 n/a 225,000
287,000
Convertible Notes 1.50% Fixed n/a February 15, 2026 n/a 287,500
Secured Mortgage Indebtedness
MetaBank 4.44% Fixed 25 July 1, 2027 3 44,780
KeyBank National Association 4.46% Fixed 30 February 1, 2023 3 18,415
4.52% Fixed 30 April 1, 2023 3 18,893
4.30% Fixed 30 April 1, 2023 3 18,229
4.95% Fixed 30 August 1, 2023 2 32,945
Bank of the Cascades 2.08% Variable 25 December 19, 2024 1 (3) 7,891
4.30% Fixed 25 December 19, 2024 — (3) 7,891
15 149,044
923,544
Joint Venture Credit Facilities and Term Loans (2)
Bank of America, N.A.
$125 Million Revolver 2.55% Variable n/a October 8, 2023 n/a 68,500
$75 Million Term Loan 2.50% Variable n/a October 8, 2023 n/a 75,000
Bank of America, N.A. (4)
2.91% Variable n/a January 13, 2026 n/a 410,000
Wells Fargo 4.99% Fixed 30 June 6, 2028 1 13,207
PACE loan(5)
6.10% Fixed 20 July 31, 2040 1 6,389
Total Joint Venture Credit Facility and Term Loans 2 573,096
Total Debt 17 $ 1,496,640


Lender	Interest Rate		Maturity Date	Number of Encumbered Properties	Principal Amount Outstanding
2018 Senior Credit Facility
Bank of America, NA
$400 Million Revolver (1)(2)	6.86	%	September 30, 2023	n/a	$	30,000
$200 Million Term Loan (1)(3)	6.81	%	April 1, 2024	n/a	200,000
Total Senior Credit and Term Loan Facility					230,000

Term Loans

KeyBank National Association Term Loan (1)	6.64	%	February 14, 2025	n/a	225,000

Convertible Notes	1.50	%	February 15, 2026	n/a	287,500

Secured Mortgage Indebtedness




MetaBank	4.44	%	July 1, 2027	3	43,518









Bank of the Cascades (First Interstate Bank) (4)	6.60	%	December 19, 2024	1	7,624
	4.30	%	December 19, 2024	—	7,624





Total Mortgage Loans				4	58,766
					801,266

Brickell Joint Venture Mortgage Loan
City National Bank of Florida	7.86	%	June 30, 2025	2	47,000

GIC Joint Venture Credit Facility and Term Loans
Bank of America, N.A.
$125 Million Revolver (5)	6.99	%	October 8, 2023	n/a	125,000
$75 Million Term Loan (5)	6.94	%	October 8, 2023	n/a	75,000
Bank of America, N.A. (6)	7.63	%	January 13, 2026	n/a	410,000
Wells Fargo	4.99	%	June 6, 2028	1	12,969
PACE loan	6.10	%	July 31, 2040	1	6,197
Total GIC Joint Venture Credit Facility and Term Loans				2	629,166
Total Joint Venture Debt				2	676,166
Total Debt				6	$	1,477,432

(1)The 2018 Senior Credit Facility and Term Loans are supported by a borrowing base of 4657 unencumbered hotel properties and a pledge of the equity securities of the entities that own and operate the 4657 unencumbered ~~hotel properties.~~hotels.

(3) The ~~Joint Venture Credit Facility is secured by pledges of~~maturity date for the ~~equity in~~$200 Million Term Loan can be extended to April 1, 2025 at the ~~entities (and affiliated entities) that own five~~ ~~of the hotel proeprties owned by the joint venture.~~Company’s option, subject to certain conditions.

~~(3)~~(4) The Bank of Cascades mortgage loan is comprised of two promissory notes that are secured by the same collateral and cross-defaulted.

~~(4)~~(5) The ~~Joint Venture Credit Facilities~~$125 Million Revolver and the $75 Million Term ~~Loans~~Loan are secured by ~~a pledge~~pledges of the equity ~~interests~~ in the ~~subsidiaries~~entities (and affiliated entities) that own ~~and operate the borrowing base assets financed by the facility.~~11 lodging properties.

~~(5)~~(6) The ~~PACE~~GIC Joint Venture's $410 million term loan with Bank of America, N.A. is secured by ~~an assessment lien imposed by the County of Tarrant, Texas for the benefit~~pledges of the ~~lender.~~equity in the entities (and affiliated entities) that own 27 lodging properties.

We are exposed to interest rate risk through our variable-rate debt. We manage this risk primarily by managing the amount, sources, and duration of our debt funding and through the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage our exposure to known or expected cash payments related to our variable-rate debt.

During the three months ended March 31, ~~2022,~~2023, the fair value of our interest rate swaps ~~increased $12.1~~decreased $4.4 million due to ~~an increase~~a decrease in interest rate expectations. Each interest rate swap fixes the interest rates on portions of our variable interest rate indebtedness and converts ~~LIBOR~~SOFR from a floating rate to average fixed rates ranging from ~~1.98%~~2.56% to ~~2.93%~~2.92%.

Capital Expenditures

During the three months ended March 31, ~~2022,~~2023, we funded ~~$10.3~~$24.1 million in capital expenditures ($19.5 million on a pro rata basis) at our ~~hotel~~lodging properties. We anticipate spending ~~an additional $60.0~~approximately $40.3 million to ~~$80.0~~$60.3 million on capital expenditures ~~across our portfolio~~on a pro rata basis during the remainder of ~~2022 assuming a reasonable recovery in lodging demand occurs throughout the remainder of the year.~~2023. We expect to fund these expenditures through a combination of cash ~~on hand, working capital,~~flows from operations and borrowings under our $400 Million Revolver, or other potential sources of capital, to the extent available to us.

Cash Flows

For the
Three Months Ended
March 31,
2022 2021 Change
(in thousands)
Net cash provided by (used in) operating activities $ 25,505 $ (3,167) $ 28,672
Net cash used in investing activities (284,818) (6,243) (278,575)
Net cash provided by financing activities 277,602 17,902 259,700
Net change in cash, cash equivalents and restricted cash $ 18,289 $ 8,492 $ 9,797

Unaudited cash flow information for the three months ended March 31, 2023 and 2022 is as follows (in thousands):


	Three Months Ended March 31,
	2023		2022		Change

Net cash provided by operating activities	$	32,006	$	25,505	$	6,501
Net cash used in investing activities	(25,408)		(284,818)		259,410
Net cash provided by financing activities	3,425		277,602		(274,177)
Net change in cash, cash equivalents and restricted cash	$	10,023	$	18,289	$	(8,266)

Changes from the three months ended March 31, ~~2022~~2023 compared to the three months ended March 31, ~~2021~~2022 were due to the following:

•Cash provided by ~~(used in)~~ operating activities. ~~This~~The increase in cash provided by operating activities primarily resulted from an increase in net income of ~~$35.4~~$5.4 million, after adjusting for non-cash items such as depreciation and amortization and ~~gains on the sale of assets,~~equity-based compensation, and net changes in working capital of ~~$6.7~~$1.1 million. The net changes in working capital were primarily due to increases in accrued expenses during the three months ended March 31, 2021 as a result of an increase in the number of hotel properties during the first quarter of 2022 with the NCI Transaction, decreases in Prepaid expenses and other as a result of the NCI Transaction, offset by an increase in Trade receivables, net due to the increased size of our hotel portfolio with the NCI Transaction.

•Cash used in investing activities. ~~This increase~~The decrease in cash used in investing activities iswas primarily due to the closing of the NCI Transaction ~~which resulted~~ in the ~~acquisition~~first quarter of ~~27 hotel properties~~2022. Cash used in investing activities during the three months ended March 31, 2023 primarily related to renovation capital and ~~two parking garages.~~the funding of the Onera Mezzanine Loan (see "Note 3 - Investments in Lodging Property, net" to the accompanying Condensed Consolidated Financial Statements).

•Cash provided by financing activities. ~~Cash~~The decrease in cash provided by financing activities for the three months ended March 31, ~~2022~~2023 was primarily the result of contributions ~~from~~by our ~~joint venture~~GIC Joint Venture partner ~~of $203.7 million for~~and net borrowings to complete the NCI Transaction ~~borrowings under the Joint Venture Term Loan for the NCI Transaction, offset by debt repayments, including the repayment of $328.7 million of debt assumed as part of the NCI Transaction. During~~in the first quarter of 2021, cash provided by financing activities was primarily the result of the completion of a convertible debt offering of $287.5 million aggregate principal amount, which was used to partially repay obligations under the 2018 Senior Credit Facility and to pay the cost of capped call transactions.

2022.

Critical Accounting Policies

For critical accounting policies, see "Note 2 - Basis of Presentation and Significant Accounting Policies" to the accompanying Condensed Consolidated Financial Statements.

Cybersecurity

The hospitality industry and certain of the major brand and franchise companies have ~~recently~~ experienced cybersecurity breaches. We are not aware of any material cybersecurity losses at any of our properties. ~~We manage cybersecurity~~Cybersecurity risks at our ~~hotel~~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, ~~provides on-going oversight of~~primarily through the Audit Committee, oversees management's approach to managing cybersecurity risks.

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. Our primary interest rate exposure is to ~~30-day LIBOR.~~SOFR. We primarily use derivative financial instruments to manage interest rate risk.

~~Our interest rate derivatives are based on USD-LIBOR.~~ In July 2017, the Financial Conduct Authority (“FCA”) that

regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified SOFR as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. The ~~Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related changes and risks. LIBOR has ceased to be available for new loans originated after 2021. The~~ transition from LIBOR to SOFR or another benchmark interest rate ~~will~~may result in a different calculation of our variable interest rates that are currently indexed to LIBOR. Our ~~loan agreements contain provisions for our lenders~~2018 Senior Credit Facility, 2018 Term Loan and usGIC Joint Venture Credit Facility and GIC Joint Venture Term Loans have each been amended to ~~establish an alternative interest rate.~~

transition from LIBOR to SOFR. As of March 31, 2023, we have two remaining outstanding loans that are indexed to LIBOR.

At March 31, ~~2022,~~2023, we were party to ~~four~~six interest rate derivative agreements pursuant to which we receive 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
June 11, 2018	September 28, 2018	September 30, 2024	2.86	%	$	75,000
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
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
					$	600,000

~~Contract date~~

~~Effective Date~~

~~Expiration Date~~

~~Notional Amount~~

~~October 2, 2017~~

~~January 29, 2018~~

~~January 31, 2023~~

~~100,000~~

~~October 2, 2017~~

~~January 29, 2018~~

~~January 31, 2023~~

~~100,000~~

~~June 11, 2018~~

~~September 28, 2018~~

~~September 30, 2024~~

~~75,000~~

~~June 11, 2018~~

~~December 31, 2018~~

~~December 31, 2025~~

~~125,000~~

~~400,000~~

At March 31, 2023, after giving effect to our interest rate derivative agreements, $757.8 million, or 51.3%, of our consolidated debt had fixed interest rates and $719.6 million, or 48.7%, had variable interest rates.

Our variable rate debt increased $90.0 million compared to the same period of the prior year, due in part to $47.0 million of new variable rate debt obtained in the Brickell transaction, and the defeasance of $88.4 million of fixed rate debt (funded with available cash and line of credit borrowings) during the third and fourth quarters of 2022.

At ~~March~~December 31, 2022, after giving effect to our interest rate derivative agreements, ~~$848.2~~$758.4 million, or ~~57%~~51.8%, of our debt had fixed interest rates and ~~$648.4~~$704.7 million, or 43%, had variable interest rates. The percentage of debt with fixed rates increased during the first nine months of 2021 primarily as the result of the issuance of $287.5 million of fixed rate Convertible Notes (See ~~"Note 5 - Debt"~~ to the Condensed Consolidated Financial Statements). At December 31, 2021, after giving effect to our interest rate derivative agreements, $842.9 million, or 78%, of our debt had fixed interest rates and $238.5 million, or 22%48.2%, had variable interest rates. 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 ~~$6.5~~$7.2 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 during the past few years. AtAs of March 31, ~~2022,~~2023, we have scheduled debt principal amortization payments during the next twelve months totaling ~~$3.4~~$2.2 million ~~and debt maturities totaling $62.0 million.~~when taking into consideration extension options available to us.

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 March 31, ~~2022.~~2023. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of March 31, ~~2022,~~2023, 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 SEC’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.

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.

There have been no material changes from the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed as part of this report:


Exhibit
Number						Description of Exhibit

~~3.1~~						~~Tenth Amendment to the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP, dated January 13, 2022.~~
~~10.1~~						~~Contribution and Purchase Agreement, dated as of November 2, 2021, among Summit Hotel OP, LP, Summit Hospitality JV, LP, NewcrestImage Holdings, LLC and NewcrestImage Holdings II, LLC.~~
~~10.~~2						~~Director Nomination Agreement, dated as of January 13, 2022, by and among Summit Hotel Properties, Inc., Bright Force Investment, LLC, Sagestar Family, LLC and C&D Family Holdings, LLC.~~
~~10.~~3						~~Registration Rights Agreement, dated as of January 13, 2022, by and among Summit Hotel Properties, Inc., Bright Force Investment, LLC, Sagestar Family, LLC and C & D Family Holdings, LLC.~~
~~10.~~4						~~Tax Protection Agreement, dated as of January 13, 2022, among Summit Hotel OP, LP, NewcrestImage Holdings, LLC, Sagestar Family, LLC and C&D Family Holdings, LLC.~~
~~10.~~5						$410 Million Credit Agreement, dated January 13, 2022, 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, Bank of America, N.A., as administrative agent and initial lender, Wells Fargo Bank, National Association as syndication agent and initial lender, BofA Securities, Inc., as joint lead arranger and joint bookrunner and Wells Fargo Securities, LLC as joint lead arranger and joint bookrunner.
~~10.~~6 *						~~Separation Agreement and General Release dated February 28, 2022 between Summit Hotel Properties, Inc. and Craig J. Aniszewski~~
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)

* ~~- Management contract or compensatory plan or arrangement.~~

† - Filed herewith

†† - Furnished herewith

(1) - Submitted electronically herewith

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: May 3, ~~2022~~2023	By:	/s/ William H. Conkling
		William H. Conkling Executive Vice President and Chief Financial Officer (principal financial officer)


Assets and Liabilities Acquired			Net Cash Disbursed
Land	$	52,797	Purchase price (1)	$	823,056
Hotel buildings and improvements	676,607		Acquisition costs	3,027
Furniture, fixtures and equipment	76,729		Deferred financing fees	4,625
Incentives and other intangibles	23,670			$	830,708
Other assets (2)	5,318
Total assets acquired	835,121		Cash	$	208,819
Debt assumed	(335,205)		Preferred Operating Partnership Units	50,000
Other liabilities (3)	(9,361)		Common Units (1)	157,513
Net assets acquired	$	490,555	Debt	414,376
				$	830,708


2022	$	4,290
2023	4,252
2024	3,541
2025	1,546
2025	1,546
Thereafter	9,957
	$	25,132


	March 31,		December 31,
	2022		2021
Hotel buildings and improvements	$	43,078	$	—
Land	12,771		425
Furniture, fixtures and equipment	3,199		—


	59,048		425
Less - accumulated depreciation and amortization	(6,247)		—
	$	52,801	$	425


	March 31, 2022		December 31, 2021
Real estate loans	$	2,350	$	2,350

Allowance for credit losses	(2,350)		(2,350)
Investment in real estate loans, net	$	—	$	—


	Number of Shares	Weighted Average Grant Date Fair Value		Aggregate Current Value
		(per share)		(in thousands)
Non-vested at December 31, 2021	605,470	$	9.98	$	5,909
Granted	316,643	9.83
Vested	(227,153)	(9.70)
Forfeited	(3,173)	(10.29)
Non-vested at March 31, 2022	691,787	$	9.85	$	6,890