Summit Hotel Properties(INN) - 2019 Q1 - Quarterly Report

PART I — FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for Summit Hotel Properties, Inc. for the three months ended March 31, 2019 and 2018, including balance sheets, statements of operations, comprehensive income, changes in equity, and cash flows, along with detailed notes explaining accounting policies, debt, equity, and other financial instruments Condensed Consolidated Balance Sheets This section provides the company's condensed consolidated balance sheets | ASSETS (in thousands) | March 31, 2019 | December 31, 2018 | | :---------------------- | :------------- | :---------------- | | Investment in hotel properties, net | $1,952,161 | $2,065,554 | | Assets held for sale, net | $96,523 | $7,633 | | Total assets | $2,229,642 | $2,222,297 | | LIABILITIES AND EQUITY (in thousands) | March 31, 2019 | December 31, 2018 | | :---------------------- | :------------- | :---------------- | | Debt, net of debt issuance costs | $961,826 | $958,712 | | Lease liabilities | $19,273 | — | | Total liabilities | $1,051,673 | $1,030,153 | | Total equity | $1,177,969 | $1,192,144 | | Total liabilities and equity | $2,229,642 | $2,222,297 | - Total assets increased slightly to $2,229,642 thousand at March 31, 2019, from $2,222,297 thousand at December 31, 2018. Assets held for sale significantly increased from $7,633 thousand to $96,523 thousand[7] - Total liabilities increased to $1,051,673 thousand at March 31, 2019, from $1,030,153 thousand at December 31, 2018, primarily due to the recognition of lease liabilities of $19,273 thousand[7] Condensed Consolidated Statements of Operations This section details the company's condensed consolidated statements of operations | (in thousands, except per share amounts) | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change (YoY) | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Total revenues | $138,952 | $140,199 | (0.9)% | | Total expenses | $120,317 | $121,665 | (1.1)% | | Operating income | $22,801 | $18,491 | 23.3% | | Net income | $12,900 | $9,691 | 33.1% | | Net income attributable to common stockholders | $9,168 | $868 | 955.1% | | Basic and diluted EPS | $0.09 | $0.01 | 800.0% | - Net income attributable to common stockholders significantly increased by 955.1% to $9,168 thousand for the three months ended March 31, 2019, compared to $868 thousand in the prior year, largely due to a $4.2 million gain on disposal of assets in 2019 versus a $43 thousand loss in 2018, and lower preferred dividends[9] Condensed Consolidated Statements of Comprehensive Income This section outlines the company's condensed consolidated statements of comprehensive income | (in thousands) | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :------------- | :-------------------------------- | :-------------------------------- | | Net income | $12,900 | $9,691 | | Other comprehensive income, net of tax: Changes in fair value of derivative financial instruments | $(5,558) | $3,744 | | Comprehensive income | $7,342 | $13,435 | | Comprehensive income attributable to common stockholders | $3,624 | $4,600 | - Comprehensive income attributable to common stockholders decreased to $3,624 thousand in Q1 2019 from $4,600 thousand in Q1 2018, primarily driven by a negative change in the fair value of derivative financial instruments of $(5,558) thousand in 2019 compared to a positive $3,744 thousand in 2018[11] Condensed Consolidated Statements of Changes in Equity This section presents the company's condensed consolidated statements of changes in equity - Total equity decreased from $1,192,144 thousand at December 31, 2018, to $1,177,969 thousand at March 31, 2019. Key changes include dividends of $(21,956) thousand, equity-based compensation of $1,349 thousand, and other comprehensive loss of $(5,544) thousand[14] - In Q1 2018, the company redeemed 3,400,000 shares of preferred stock, resulting in an $85,000 thousand reduction in total equity and a $3,277 thousand premium on redemption[14] Condensed Consolidated Statements of Cash Flows This section details the company's condensed consolidated statements of cash flows | (in thousands) | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | | :------------- | :-------------------------------- | :-------------------------------- | :----- | | Operating Activities | $30,240 | $37,746 | $(7,506) | | Investing Activities | $(10,316) | $(22,766) | $12,450 | | Financing Activities | $(21,541) | $(6,069) | $(15,472) | | Net change in cash, cash equivalents and restricted cash | $(1,617) | $8,911 | $(10,528) | - Net cash provided by operating activities decreased by $7.5 million, primarily due to a decrease in net income (after non-cash adjustments) and changes in net working capital[192] - Net cash used in investing activities decreased by $12.5 million, mainly due to an increase in proceeds from asset dispositions of $11.3 million[193] - Net cash used in financing activities increased by $15.5 million, driven by a $105.3 million decrease in net borrowings, partially offset by the redemption of preferred shares ($85.0 million) and a decrease in dividends ($2.1 million) in the prior year[194] Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements NOTE 1 - DESCRIPTION OF BUSINESS This section describes the company's business operations and structure - Summit Hotel Properties, Inc. is a self-managed hotel investment company organized in June 2010, focusing on owning primarily premium-branded, select-service hotels[19][20] - As of March 31, 2019, the portfolio consisted of 75 hotels with 11,529 guestrooms across 25 states. The company operates as a REIT and leases all hotels to subsidiaries of its taxable REIT subsidiary (TRS)[20] NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES This section outlines the basis of financial statement presentation and key accounting policies - The financial statements are prepared in conformity with U.S. GAAP for interim financial information and do not include all footnotes required for complete financial statements[22] - The Company adopted ASU No. 2016-02, Leases (Topic 842), on January 1, 2019, recognizing incremental right-of-use assets and related lease liabilities of $23.6 million[29] - Revenue from hotel operations is recognized when guestrooms are occupied or services rendered, net of discounts and taxes. Room revenue is recognized daily, and food and beverage revenue at the time of purchase[33][34][35][36] - The Company elected to be taxed as a REIT, generally avoiding federal income tax if 100% of REIT taxable income is distributed to stockholders[42] NOTE 3 - INVESTMENT IN HOTEL PROPERTIES, NET This section details the company's net investment in hotel properties | Investment in Hotel Properties, net (in thousands) | March 31, 2019 | December 31, 2018 | | :--------------------------------- | :------------- | :---------------- | | Hotel buildings and improvements | $1,814,628 | $1,916,194 | | Land | $277,452 | $288,833 | | Furniture, fixtures and equipment | $166,688 | $165,026 | | Construction in progress | $22,442 | $21,059 | | Intangible assets | $11,514 | $22,064 | | Less - accumulated depreciation and amortization | $(340,563) | $(347,622) | | Total | $1,952,161 | $2,065,554 | - On February 12, 2019, the Company sold two hotel properties for $11.6 million, realizing a $4.2 million gain[50] - On January 31, 2019, the Company purchased the land under its Residence Inn by Marriott in Baltimore (Hunt Valley), MD for $4.2 million, terminating the ground lease[51] | Assets Held for Sale (in thousands) | March 31, 2019 | December 31, 2018 | | :---------------------------------- | :------------- | :---------------- | | Hotel buildings and improvements | $103,891 | $7,929 | | Land | $12,950 | $2,442 | | Furniture, fixtures and equipment | $11,086 | $2,519 | | Total (net of depreciation) | $96,523 | $7,633 | - Assets held for sale at March 31, 2019, included a land parcel and a portfolio of six properties sold on April 17, 2019, significantly increasing from $7.6 million at December 31, 2018, to $96.5 million[56] NOTE 4 - DEBT This section provides details on the company's debt structure and related terms | Debt, net of debt issuance costs (in thousands) | March 31, 2019 | December 31, 2018 | | :---------------------------------------------- | :------------- | :---------------- | | Revolving debt | $125,000 | $115,000 | | Term loans | $650,000 | $650,000 | | Mortgage loans | $192,686 | $200,011 | | Total debt, net of debt issuance costs | $961,826 | $958,712 | - The weighted average interest rate for all borrowings, after derivatives, was 4.26% at March 31, 2019, slightly down from 4.27% at December 31, 2018[57] | Debt Type (in thousands) | March 31, 2019 | Percentage | December 31, 2018 | Percentage | | :----------------------- | :------------- | :--------- | :---------------- | :--------- | | Fixed-rate debt | $562,000 | 58% | $569,103 | 59% | | Variable-rate debt | $405,686 | 42% | $395,908 | 41% | - The Company entered into a $600.0 million senior unsecured facility in December 2018, comprising a $400.0 million revolving credit facility and a $200.0 million term loan. At March 31, 2019, $325.0 million was borrowed, with $275.0 million available[59] - On March 19, 2019, the Company defeased $6.3 million of a mortgage loan to release encumbrance on a property, incurring $0.6 million in debt transaction costs[78] NOTE 5 - LEASES This section outlines the company's lease accounting and obligations - The Company adopted ASC No. 842, Leases, on January 1, 2019, recognizing $23.6 million in incremental right-of-use lease assets and related liabilities[29] - Total operating lease cost for the three months ended March 31, 2019, was $1.0 million, with operating cash outflows of $0.9 million[83] | Operating Lease Maturities (in thousands) | Amount | | :---------------------------------------- | :----- | | 2019 | $1,651 | | 2020 | $2,051 | | 2021 | $1,934 | | 2022 | $1,715 | | 2023 | $863 | | Thereafter | $28,442 | | Total lease payments | $36,656 | | Less interest | $(17,383) | | Total | $19,273 | NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING This section discusses the company's use of derivative financial instruments for hedging purposes | Interest Rate Swaps (in thousands) | Notional Amount (March 31, 2019) | Fair Value (March 31, 2019) | Fair Value (December 31, 2018) | | :--------------------------------- | :------------------------------- | :-------------------------- | :----------------------------- | | Total | $400,000 | $(7,139) | $(1,581) | - The Company uses interest rate swaps to hedge variable-rate debt, converting LIBOR to average annual fixed rates ranging from 1.98% to 2.93%[86][87] - Changes in the fair value of hedging instruments are deferred in Other comprehensive income and reclassified to Interest expense. An estimated $0.2 million will be reclassified to Interest expense in the next twelve months[89] | (in thousands) | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :------------- | :-------------------------------- | :-------------------------------- | | (Loss) gain recognized in Other comprehensive income | $(5,497) | $3,537 | | Gain (loss) reclassified from Other comprehensive income to Interest expense | $61 | $(207) | NOTE 7 - EQUITY This section details the company's equity structure and changes | Common Stock Activity | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Beginning common shares outstanding | 104,783,179 | 104,287,128 | | Grants under the Equity Plan | 537,304 | 583,373 | | Performance share and other forfeitures | (166,478) | — | | Shares retained for employee tax withholding requirements | (73,892) | (187,850) | | Ending common shares outstanding | 105,080,113 | 104,683,798 | - The Company has 3,000,000 shares of 6.45% Series D and 6,400,000 shares of 6.25% Series E Cumulative Redeemable Preferred Stock outstanding, ranking senior to common stock for dividends and liquidation[94][96] - On March 20, 2018, the Company redeemed all 3,400,000 outstanding 7.125% Series C Preferred Stock for $85.3 million[95] - Unaffiliated third parties held 259,265 Common Units in the Operating Partnership at March 31, 2019 and December 31, 2018, representing less than a 1% limited partnership interest[99] NOTE 8 - FAIR VALUE MEASUREMENT This section describes the fair value measurements of financial instruments | Fair Value Measurements (in thousands) | March 31, 2019 (Total) | December 31, 2018 (Total) | | :------------------------------------- | :--------------------- | :------------------------ | | Assets: Interest rate swaps | $1,215 | $3,461 | | Assets: Purchase options related to real estate loans | $6,120 | $6,120 | | Liabilities: Interest rate swaps | $8,354 | $5,042 | - The Company is a mezzanine lender on three construction loans totaling $29.6 million, with options to purchase a 90% interest in each joint venture upon completion. The aggregate estimated fair value of these options is $6.1 million[103] - The fair value of purchase options is estimated using a binomial lattice model, based on unobservable inputs (Level 3 valuation)[105] NOTE 9 - COMMITMENTS AND CONTINGENCIES This section outlines the company's commitments and contingent liabilities - Restricted cash reserves for property taxes, insurance, and capital expenditures totaled approximately $28.0 million at March 31, 2019, and $28.5 million at December 31, 2018[108] - Franchise fees expensed were $11.5 million for both the three months ended March 31, 2019 and 2018[109] - Management fee expenses were $5.1 million for Q1 2019, down from $5.4 million for Q1 2018[110] - There are no pending legal actions believed to have a material effect on the Company's financial position or results of operations[111] NOTE 10 - EQUITY-BASED COMPENSATION This section details the company's equity-based compensation plans and expenses - As of March 31, 2019, there were 235,000 outstanding and exercisable stock options with a weighted average exercise price of $9.75 per share[116] | Time-Based Restricted Stock Awards | Number of Shares (March 31, 2019) | Grant Date Fair Value (per share) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Non-vested at December 31, 2018 | 370,152 | $13.40 | | Granted | 234,977 | $11.32 | | Non-vested at March 31, 2019 | 450,830 | $12.51 | | Performance-Based Restricted Stock Awards | Number of Shares (March 31, 2019) | Grant Date Fair Value (per share) | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | | Non-vested at December 31, 2018 | 708,227 | $14.75 | | Granted | 302,327 | $12.81 | | Non-vested at March 31, 2019 | 755,991 | $14.31 | | Equity-Based Compensation Expense (in thousands) | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :----------------------------------------------- | :-------------------------------- | :-------------------------------- | | Total | $1,352 | $2,227 | - Unrecognized equity-based compensation expense for all non-vested awards was $11.7 million at March 31, 2019, to be recognized through 2023[125] NOTE 11 - INCOME TAXES This section provides information on the company's income tax position - The Company recorded an income tax expense of $0.4 million for the three months ended March 31, 2019, compared to $0.3 million in the prior year[127] - Deferred tax assets remained at $2.0 million at both March 31, 2019, and December 31, 2018[127] NOTE 12 - EARNINGS PER SHARE This section presents the company's earnings per share calculations | Earnings Per Share (in thousands, except per share) | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :-------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income attributable to common stockholders, net of amount allocated to participating securities | $9,101 | $798 | | Weighted average common shares outstanding - basic | 103,749 | 103,500 | | Basic and diluted EPS | $0.09 | $0.01 | - Unvested performance-based restricted stock awards (755,991 shares in Q1 2019 and 453,664 shares in Q1 2018) were excluded from diluted EPS calculation as performance conditions for vesting were not met[131] NOTE 13 - SUBSEQUENT EVENTS This section reports significant events occurring after the reporting period - On April 29, 2019, the Board declared cash dividends of $0.18 per common share, $0.403125 per Series D preferred share, and $0.390625 per Series E preferred share[132] - On April 17, 2019, the Company completed the sale of six hotel properties for a net aggregate sales price of $133.0 million, resulting in a net gain of approximately $36.6 million to be recorded in Q2 2019[133] - Post-quarter end, the Company repaid a $10.6 million mortgage loan on April 11, 2019, incurring $1.0 million in debt transaction costs, and a $21.9 million mortgage loan on April 24, 2019, with no prepayment penalty[134] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and results of operations, including an overview of its business, industry trends, portfolio activity, detailed analysis of revenues and expenses, and a discussion of liquidity, capital resources, and non-GAAP financial measures Cautionary Statement about Forward-Looking Statements This section provides a cautionary statement regarding forward-looking information - The report contains forward-looking statements subject to known and unknown risks and uncertainties that could materially affect actual results, including financing risks, economic conditions, and operational factors[138][139] Overview This section provides an overview of the company's business and operations - Summit Hotel Properties, Inc. is a self-managed hotel investment company, operating as a REIT, with a portfolio of 75 premium-branded, select-service hotels (11,529 guestrooms) across 25 states as of March 31, 2019[141] - Hotels operate under major franchise brands like Marriott, Hilton, Hyatt, and IHG, and are managed by third-party companies, with management fees based on hotel revenues and financial targets[142][143] Industry Trends and Outlook This section discusses current industry trends and future outlook - U.S. lodging industry demand correlates with macroeconomic trends like GDP, corporate profits, and employment. Volatility and increasing supply may adversely affect demand and RevPAR growth[146] - PricewaterhouseCoopers LLP forecasts 1.5% RevPAR growth for Upscale hotels in the U.S. for 2019, indicating a deceleration from prior periods[147] Our Hotel Property Portfolio This section details the company's hotel property portfolio - As of March 31, 2019, the portfolio comprised 75 hotels (11,529 guestrooms): 2 Upper-upscale, 61 Upscale, and 12 Upper-midscale hotels[148] | Franchise/Brand | Number of Hotel Properties | Number of Guestrooms | | :-------------- | :------------------------- | :------------------- | | Marriott | 35 | 5,740 | | Hilton | 19 | 2,707 | | Hyatt | 17 | 2,501 | | IHG | 4 | 581 | | Total | 75 | 11,529 | Asset Sales This section reports on the company's asset disposition activities - On February 12, 2019, the Company sold two hotel properties for $11.6 million, realizing a $4.2 million gain[150] - On April 17, 2019 (subsequent event), six hotel properties were sold for $133.0 million net, resulting in an estimated $36.6 million net gain to be recorded in Q2 2019[151] Results of Operations This section analyzes the company's financial results of operations | Key Operating Metrics (Total Portfolio) | Q1 2019 | Q1 2018 | YoY Change | | :-------------------------------------- | :----------- | :----------- | :----------- | | Total Revenues | $138,952 | $140,199 | (0.9)% | | Total Expenses | $72,237 | $73,462 | (1.7)% | | Occupancy | 76.4% | 76.3% | +12 bps | | ADR | $160.80 | $154.22 | 4.3% | | RevPAR | $122.81 | $117.60 | 4.4% | | Key Operating Metrics (Same-Store Portfolio) | Q1 2019 | Q1 2018 | YoY Change | | :------------------------------------------- | :----------- | :----------- | :----------- | | Total Revenues | $134,239 | $130,541 | 2.8% | | Total Expenses | $69,733 | $68,245 | 2.2% | | Occupancy | 76.2% | 76.0% | +22 bps | | ADR | $160.73 | $157.16 | 2.3% | | RevPAR | $122.50 | $119.42 | 2.6% | - Total portfolio revenues declined by $1.2 million due to $9.3 million from properties sold, partially offset by $4.4 million from 2018 acquisitions and a $3.7 million increase in same-store revenues[154] - Corporate general and administrative expenses decreased by $0.6 million (9.3%) due to a decline in stock-based compensation[158] Non-GAAP Financial Measures This section reconciles and discusses non-GAAP financial measures - The Company discloses non-GAAP measures: Funds From Operations (FFO), Adjusted Funds from Operations (AFFO), Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA for Real Estate (EBITDAre), and Adjusted EBITDAre[161] | Reconciliation to FFO and AFFO (in thousands, except per share/unit) | Q1 2019 | Q1 2018 | | :----------------------------------------------------------------- | :----------- | :----------- | | Net income | $12,900 | $9,691 | | FFO applicable to common shares and common units | $30,450 | $26,037 | | AFFO applicable to common shares and common units | $32,264 | $32,136 | | FFO per common share/common unit | $0.29 | $0.25 | | AFFO per common share/common unit | $0.31 | $0.31 | - AFFO applicable to common shares and common units increased by $0.1 million (0.4%) year-over-year, driven by increased AFFO from same-store properties, acquired higher RevPAR properties, and lower preferred dividends, offset by increased interest expense[166] | Reconciliation to EBITDA, EBITDAre, and Adjusted EBITDAre (in thousands) | Q1 2019 | Q1 2018 | | :--------------------------------------------------------------------- | :----------- | :----------- | | Net income | $12,900 | $9,691 | | EBITDA | $49,569 | $44,499 | | EBITDAre | $45,403 | $44,542 | | Adjusted EBITDAre | $46,725 | $46,747 | - Adjusted EBITDAre remained stable at $46.7 million for both Q1 2019 and Q1 2018, as decreased revenues from dispositions were offset by increased same-store revenues and reduced operating expenses[172] Liquidity and Capital Resources This section discusses the company's liquidity and capital resources - Short-term liquidity needs include operating expenses, capital expenditures, interest payments, and distributions. Long-term needs include acquisitions, renovations, and debt payments[174] - The Company expects to meet liquidity requirements through cash from operations, working capital, short-term borrowings under its $400 Million Revolver, term debt, asset sales, and restricted cash releases[176] - At April 24, 2019, the Company had $225.0 million borrowed on its senior unsecured credit and term loan facility, $225.0 million outstanding on its 2017 Term Loan, and $225.0 million outstanding on its 2018 Term Loan[180] - Scheduled debt principal amortization payments for the next 12 months total $4.2 million, with no debt maturities in that period[181] | Cash Flows (in thousands) | Q1 2019 | Q1 2018 | Change | | :------------------------ | :----------- | :----------- | :----------- | | Net cash provided by operating activities | $30,240 | $37,746 | $(7,506) | | Net cash used in investing activities | $(10,316) | $(22,766) | $12,450 | | Net cash used in financing activities | $(21,541) | $(6,069) | $(15,472) | | Net change in cash, cash equivalents and restricted cash | $(1,617) | $8,911 | $(10,528) | - The Company anticipates spending an estimated $22.8 million to $42.8 million on capital expenditures in the remainder of 2019[191] Contractual Obligations This section outlines the company's contractual obligations | Contractual Obligations (in thousands) | Total | Less than One Year | One to Three Years | Four to Five Years | More than Five Years | | :------------------------------------- | :----------- | :----------------- | :----------------- | :----------------- | :------------------- | | Debt obligations | $967,686 | $4,249 | $39,781 | $541,838 | $381,818 | | Currently projected interest | $196,084 | $41,650 | $81,685 | $56,880 | $15,869 | | Operating lease obligations | $36,656 | $2,174 | $3,929 | $2,314 | $28,239 | | Purchase obligations | $11,899 | $11,899 | — | — | — | | Total | $1,212,325 | $59,972 | $125,395 | $601,032 | $425,926 | Critical Accounting Policies This section highlights the company's critical accounting policies - Critical accounting policies are detailed in Note 2 - Summary of Significant Accounting Policies[198] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section discloses the company's exposure to market risks and risk management strategies - The primary market risk exposure is interest rate risk, specifically to 30-day LIBOR, managed through derivative financial instruments like interest rate swaps[200] - At March 31, 2019, 58.1% ($562.0 million) of debt had fixed interest rates and 41.9% ($405.7 million) had variable interest rates, after considering derivative agreements[202] - An increase in interest rates of 1.0% would decrease cash flows by approximately $4.1 million per year, considering existing interest rate swaps[202] - The Company is monitoring the transition away from LIBOR to alternative reference rates like SOFR, evaluating related risks for material contracts indexed to USD-LIBOR[201] Item 4. Controls and Procedures This section confirms the effectiveness of disclosure controls and internal control over financial reporting - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective as of March 31, 2019, providing reasonable assurance for timely and accurate financial reporting[204] - There were no material changes in internal control over financial reporting during the three months ended March 31, 2019[205] PART II — OTHER INFORMATION Item 1. Legal Proceedings This section details any material legal proceedings involving the company - The Company is involved in litigation arising in the ordinary course of business, but no pending legal actions are expected to have a material adverse effect on financial position or results of operations[208] Item 1A. Risk Factors This section outlines the key risks and uncertainties affecting the company - No material changes have occurred from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018[209] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on unregistered sales of equity securities and the use of proceeds | Period | Total Shares Purchased | Average Price Paid Per Share | | :------------------------------- | :--------------------- | :--------------------------- | | January 1, 2019 - January 31, 2019 | — | — | | February 1, 2019 - February 28, 2019 | — | — | | March 1, 2019 - March 31, 2019 | 73,892 | $11.29 | | Total | 73,892 | $11.29 | Item 3. Defaults Upon Senior Securities This section confirms any defaults on senior securities - There were no defaults upon senior securities[211] Item 4. Mine Safety Disclosures This section addresses mine safety disclosures, if applicable - Mine safety disclosures are not applicable to the Company[212] Item 5. Other Information This section provides any other relevant information not covered elsewhere - No other information is reported[213] Item 6. Exhibits This section lists all exhibits filed with the report - The report includes certifications from the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2) and XBRL Taxonomy Extension Documents (Exhibits 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[215]