NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS | NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS Non-controlling Interests in Operating Partnership Pursuant to the limited partnership agreement of our Operating Partnership, the unaffiliated third parties who hold Common Units have the right to request that we redeem their Common Units in exchange for cash based upon the fair value of an equivalent number of our shares of Common Stock at the time of redemption; however, the Company has the option to redeem Common Units with shares of our Common Stock on a one-for-one basis. The number of shares of our Common Stock issuable upon redemption of Common Units may be adjusted upon the occurrence of certain events such as share dividend payments, share subdivisions or combinations. During the six months ended June 30, 2025, 2.9 million Common Units were converted to shares of our Common Stock. The conversion was recorded based on the average value per Common Unit on the original issuance dates. NewcrestImage owned approximately 12.9 million Common Units at both June 30, 2026 and December 31, 2025, respectively, which represents virtually all of the Common Units owned by unaffiliated third parties. We classify outstanding Common Units held by unaffiliated third parties as Non-controlling interests, a component of equity on our Condensed Consolidated Balance Sheets. The portion of net income (loss) allocated to these Common Units is included on the Company’s Condensed Consolidated Statements of Operations as Net income (loss) attributable to non-controlling interests. Non-controlling Interests in Consolidated Joint Ventures At June 30, 2026, the Company is a partner with a majority equity interest in the three joint ventures described below, which are consolidated in our Condensed Consolidated Financial Statements. The portion of income (loss) related to our joint ventures allocated to these non-controlling interests is included on the Company’s Condensed Consolidated Statements of Operations as Income (loss) attributable to non-controlling interests. GIC Joint Venture In July 2019, the Company entered into the GIC Joint Venture to acquire assets that align with the Company’s current investment strategy and criteria. The Company serves as general partner and asset manager of the GIC Joint Venture and has historically and in the future intends to invest 51% of the equity capitalization of the limited partnership, with GIC investing the remaining 49%. The Company earns fees for providing services to the GIC Joint Venture and has the potential to earn incentive fees based on the GIC Joint Venture achieving certain return thresholds. At June 30, 2026, the GIC Joint Venture owns 39 lodging properties containing 5,503 guestrooms in 11 states. The GIC Joint Venture owns the lodging properties through master REITs (the “Master REIT”) and subsidiary REITs (the “Subsidiary REIT”). All of the lodging properties owned by the GIC Joint Venture are leased to taxable REIT subsidiaries of the Subsidiary REITs (the “Subsidiary REIT TRSs”). To qualify as a REIT, the Master REIT and each Subsidiary REIT must meet all of the REIT requirements provided in the Internal Revenue Code, as amended. Taxable income related to the Subsidiary REIT TRSs is subject to federal, state, and local income taxes at applicable tax rates. Brickell Joint Venture In June 2022, the Company entered into the Brickell Joint Venture to complete the exercise of the Initial Purchase Option. Our joint venture partner, C-F Brickell, owns the remaining 10% equity interest in the Brickell Joint Venture. The Company has a second option to purchase the remaining 10% equity interest in the Brickell Joint Venture from C-F Brickell in December 2026 at its market value on the exercise date. The Company serves as the managing member of the Brickell Joint Venture. Onera Joint Venture In October 2022, the Company entered into the Onera Joint Venture with the acquisition of a 90% equity interest in the Onera Joint Venture. Our joint venture partner, Onera Opportunity Fund I, LP, a developer of alternative accommodation properties, owns the remaining 10% equity interest in the Onera Joint Venture. The Company serves as the managing member of the Onera Joint Venture. The Onera Joint Venture owns a 100% fee simple interest in real property and improvements located in Fredericksburg, TX. As part of the Onera Amendment, the Company entered into a purchase option agreement with Onera that gives the Company the option to purchase Onera’s remaining 10% interest in the Onera Joint Venture at fair value based on independent third-party appraisals. The option is exercisable from October 1, 2027 until January 31, 2028, or upon the termination of the management agreement for the underlying property, if sooner. 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. In January 2022 and March 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 June 30, 2026, the redeemable Series Z Preferred Units issued in connection with the NCI Transaction are recorded as temporary equity and reflected as Redeemable non-controlling interests on our Condensed Consolidated Balance Sheets.
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