SEC Comment Letter for Summit Hotel Properties, Inc. (INN, INN-PE, INN-PF) (CIK 0001497645) (INN) — Sep 21, 2017
Summit Hotel Properties, Inc. (INN, INN-PE, INN-PF) (CIK 0001497645)
Date: Sept. 21, 2017 · CIK: 0001497645 · Accession: 0000000000-17-033657
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35074
Letter
Mail Stop 3233 September 21, 2017 Via E -mail Greg A. Dowell Executive Vice President, Chief Financial Officer and Treasurer Summit Hotel Properties, Inc. 12600 Hill Country Boulevard, Suite R -100 Austin, TX 78738
Re: Summit Hotel Properties, Inc. Form 10 -K for the fis cal year ended December 31, 2016 Filed February 23, 2017 Form 8 -K Filed August 2, 2017 File No. 001-35074
Dear Mr. Dowell :
We have reviewed your filing s and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances , please tell us why in your response.
After reviewing your response to this comment , we may have additional comments.
Form 8 -K filed August 2, 2017
Exhibit 99.1
Pro Forma Operational and Statistical Data, page 14 1. We note your presentation of Hotel EBITDA on a pro forma basis. In future filings, please revise your presentation of Hotel EBITDA as follows: a. Reconcile to the most directly compara ble GAAP financial measure in accordance with Regulation G and Item 10(e)(1)(i) of Regulation S -K. b. Present Actual Hotel EBITDA, followed by a single adjustment for pre - acquisition results to arrive at Pro Forma Hotel EBITDA. Present other pro
Greg A. Dowell Summit Hotel Properties, Inc. September 21, 2017 Page 2
forma line items (e.g. pro forma revenues and hotel operating expenses) in a similar manner if you wish to continue to present those measures. c. Describe the source of pre -acquisition results and any adjustments made to those results. Additionally, consider disclosing whether the pre -acquisition results were audited or reviewed by your auditors. d. To the extent that you continue to present Pro Forma Total Revenue or other measures that include pre -acquisition results, tell us how you considered providing the relevant non -GAAP disclosures. Please provide us with your proposed disclosure in your response.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absen ce of action by the staff.
You may contact William Demarest, Staff Accounta nt at 202-551-3432 or me at 202- 551-3429 with any questions.
Sincerely,
/s/ Kristi Marrone
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Mail Stop 3233 September 21, 2017 Via E -mail Greg A. Dowell Executive Vice President, Chief Financial Officer and Treasurer Summit Hotel Properties, Inc. 12600 Hill Country Boulevard, Suite R -100 Austin, TX 78738 Re: Summit Hotel Properties, Inc. Form 10 -K for the fis cal year ended December 31, 2016 Filed February 23, 2017 Form 8 -K Filed August 2, 2017 File No. 001-35074 Dear Mr. Dowell : We have reviewed your filing s and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances , please tell us why in your response. After reviewing your response to this comment , we may have additional comments. Form 8 -K filed August 2, 2017 Exhibit 99.1 Pro Forma Operational and Statistical Data, page 14 1. We note your presentation of Hotel EBITDA on a pro forma basis. In future filings, please revise your presentation of Hotel EBITDA as follows: a. Reconcile to the most directly compara ble GAAP financial measure in accordance with Regulation G and Item 10(e)(1)(i) of Regulation S -K. b. Present Actual Hotel EBITDA, followed by a single adjustment for pre - acquisition results to arrive at Pro Forma Hotel EBITDA. Present other pro Greg A. Dowell Summit Hotel Properties, Inc. September 21, 2017 Page 2 forma line items (e.g. pro forma revenues and hotel operating expenses) in a similar manner if you wish to continue to present those measures. c. Describe the source of pre -acquisition results and any adjustments made to those results. Additionally, consider disclosing whether the pre -acquisition results were audited or reviewed by your auditors. d. To the extent that you continue to present Pro Forma Total Revenue or other measures that include pre -acquisition results, tell us how you considered providing the relevant non -GAAP disclosures. Please provide us with your proposed disclosure in your response. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absen ce of action by the staff. You may contact William Demarest, Staff Accounta nt at 202-551-3432 or me at 202- 551-3429 with any questions. Sincerely, /s/ Kristi Marrone Kristi Marrone Staff Accountant Office of Real Estate & Commodities