SEC Company Response from Summit Hotel Properties, Inc. (INN, INN-PE, INN-PF) (CIK 0001497645) (INN) — May 25, 2021
Summit Hotel Properties, Inc. (INN, INN-PE, INN-PF) (CIK 0001497645)
Date: May 25, 2021 · CIK: 0001497645 · Accession: 0001104659-21-071877
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35074
Referenced dates: May 21, 2021
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Real Estate & Construction Attention: Ms. Shannon Menjivar Attention: Mr. Jeffrey Lewis RE: Summit Hotel Properties, Inc. Form 10-K for the fiscal year ended December 31, Filed February 26, 2021 File No. 001-35074
Dear Ms. Menjivar and Mr. Lewis:
This letter is being submitted in response to the comment letter dated May 21, 2021 of the staff of the Division of Corporate Finance (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) regarding the Form 10-K for the fiscal year ended December 31, 2020 filed by Summit Hotel Properties, Inc. (the “Company”) on February 26, 2021.
For the Staff’s convenience, the Staff’s comment appears below in italics with the Company’s response to the comment set out immediately below it.
Form 10-K for the fiscal year ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 49.
1. We note your response to comment 1. As the provision for credit losses does not appear to be an impairment charge we do not believe the FFO measure, as presented, meets the NAREIT definition. Please revise the caption of the measure or remove the adjustment to arrive at FFO. In addition, the adjustment does not appear to be consistent with your definition of EBITDAre and may be more consistent with your definition of Adjusted EBITDAre. Please revise or advise.
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United States Securities and Exchange Commission
Division of Corporate Finance
Office of Real Estate & Construction
May 25, 2021
RESPONSE:
In response to the Staff’s comment, for all future filings with the SEC, we will remove the adjustment for provision for credit losses from our calculations of funds from operations (“FFO”) and earnings before income taxes, depreciation and amortization for real estate (“EBITDAre”). We will instead include those adjustments only in our calculations of adjusted FFO (“AFFO”) and adjusted EBITDAre. In both cases, we will include appropriate disclosures of our calculations of AFFO and adjusted EBITDAre such that our rationale for including such adjustments in those non-GAAP financial measures is clear.
We have reviewed the Staff’s comment and this response with our Audit Committee. If you have any questions or comments regarding our response above, please do not hesitate to call the undersigned at 512-538-2302.
Very truly yours,
/s/ Jonathan P.
Stanner
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CORRESP
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filename1.htm
13215
Bee Cave Parkway, Suite B-300
Austin,
Texas 78738
Office:
(512) 538-2300
www.shpreit.com
May 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Real Estate & Construction
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Ms. Shannon Menjivar
Attention: Mr. Jeffrey Lewis
RE: Summit
Hotel Properties, Inc.
Form 10-K for the fiscal year ended December 31,
2020
Filed February 26, 2021
File No. 001-35074
Dear Ms. Menjivar and Mr. Lewis:
This letter is being submitted in response to
the comment letter dated May 21, 2021 of the staff of the Division of Corporate Finance (the “Staff”) of the United
States Securities and Exchange Commission (the “SEC”) regarding the Form 10-K for the fiscal year ended December 31,
2020 filed by Summit Hotel Properties, Inc. (the “Company”) on February 26, 2021.
For the Staff’s convenience, the Staff’s
comment appears below in italics with the Company’s response to the comment set out immediately below it.
Form 10-K for the fiscal year ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Non-GAAP Financial Measures, page 49.
1. We note your response to comment 1. As the provision for credit losses does not appear to be
an impairment charge we do not believe the FFO measure, as presented, meets the NAREIT definition. Please
revise the caption of the measure or remove the adjustment to arrive at FFO. In addition, the adjustment
does not appear to be consistent with your definition of EBITDAre and may be more consistent with your
definition of Adjusted EBITDAre. Please revise or advise.
1│ Page
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Real Estate & Construction
May 25, 2021
RESPONSE:
In response to the Staff’s comment, for
all future filings with the SEC, we will remove the adjustment for provision for credit losses from our calculations of funds from operations
(“FFO”) and earnings before income taxes, depreciation and amortization for real estate (“EBITDAre”).
We will instead include those adjustments only in our calculations of adjusted FFO (“AFFO”) and adjusted EBITDAre.
In both cases, we will include appropriate disclosures of our calculations of AFFO and adjusted EBITDAre such that our rationale
for including such adjustments in those non-GAAP financial measures is clear.
We have reviewed the Staff’s comment and
this response with our Audit Committee. If you have any questions or comments regarding our response above, please do not hesitate to
call the undersigned at 512-538-2302.
Very truly yours,
/s/ Jonathan P.
Stanner
Jonathan P. Stanner
President & Chief Executive Officer
Cc: Christopher
R. Eng, General Counsel & Chief Risk Officer
David C. Wright, Hunton Andrews Kurth LLP
Mark W. Wickersham, Hunton Andrews Kurth LLP
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