Summit Hotel Properties Inc

Previous wording

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

Current wording

•global, national, regional and local economic and political conditions and events, including wars or potential hostilities, such as terrorist attacks, that may affect business transient, group and other travel or consumer behavior;

Previous wording

At March 31, 2024, our portfolio consisted of 99 lodging properties with a total of 14,785 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, 2024, we own 100% of the outstanding equity interests in 56 of our 99 lodging properties. We own a 51% controlling interest in 40 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. ("GIC"), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). 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.

Current wording

At June 30, 2024, our portfolio consisted of 96 lodging properties with a total of 14,256 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 June 30, 2024, we own 100% of the outstanding equity interests in 54 of the 96 lodging properties. We own a 51% controlling interest in 39 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. ("GIC"), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). 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.

Previous wording

Our hotel properties primarily 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"), and the Nordic Lodge in Steamboat, CO that we acquired in June 2023, which is an independent property.

Current wording

Our hotel properties primarily 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"), and the Nordic Lodge in Steamboat Springs, CO that we acquired in June 2023, which is an independent lodging property.

Previous wording

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

Current wording

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

Previous wording

Our revenues are derived from lodging property operations and consist of room revenue, food and beverage revenue and other lodging property operations revenue. Revenues from our other lodging property operations consist of ancillary revenues related to meeting rooms and other guest services provided at certain of our lodging properties.

Current wording

Our revenues are derived from lodging property operations and consist of room revenue, food and beverage revenue and other lodging property operations revenue. Revenues from our other lodging property operations consist of ancillary revenues related to parking, cancellation fees, meeting rooms and other guest services provided at certain of our lodging properties.

Previous wording

Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of lodging demand, and therefore hotel revenues, include changes in gross domestic product, corporate profits, capital investments, and employment. From a cost perspective, elevated inflation has been pervasive since 2022, increasing the cost of salaries, wages, supplies, material, freight, insurance and energy. Higher costs from broad inflationary pressures have been partially offset by lodging price increases. While growth rates have decelerated, inflation is still increasing faster than historical norms, which may continue in 2024.

Current wording

Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of lodging demand, and therefore hotel revenues, include changes in gross domestic product, corporate profits, capital investments, and employment. From a cost perspective, elevated inflation has been pervasive since 2022, increasing the cost of salaries, wages, supplies, material, freight, insurance and energy. Higher costs from broad inflationary pressures have been partially offset by lodging price increases. While growth rates have decelerated, inflation is still increasing faster than historical norms, which may continue throughout 2024.

Previous wording

During the three months ended March 31, 2024, we experienced continued revenue growth driven increasingly by strong group travel and improvements in business transient demand, in addition to continued strength in leisure travel. Strong room night demand coupled with minimal forecasted growth in supply over the next several years positions the industry for continued growth.

Current wording

During the six months ended June 30, 2024, we experienced continued revenue growth as a result of strong group travel and improvements in business transient demand which offset normalization in leisure demand. We expect room night demand growth, coupled with minimal forecasted supply growth, to drive continued industry RevPAR growth over the next several years.

Previous wording

According to current chain scales as defined by Smith Travel Research, Inc., as of March 31, 2024, six of our lodging properties with a total of 953 guestrooms are categorized as Upper-upscale hotels, 77 of our hotel properties with a total of 11,776 guestrooms are categorized as Upscale hotels and 14 of our lodging properties with a total of 1,998 guestrooms are categorized as Upper-midscale hotels. We have one lodging asset that is an 11-unit glamping property, and one 47-unit independent lodging property. Lodging property information as of March 31, 2024 is as follows:

Current wording

According to current chain scales as defined by Smith Travel Research, Inc. ("STR"), as of June 30, 2024, six of our lodging properties with a total of 953 guestrooms are categorized as Upper-upscale hotels, 74 of our lodging properties with a total of 11,247 guestrooms are categorized as Upscale hotels and 14 of our lodging properties with a total of 1,998 guestrooms are categorized as Upper-midscale hotels. We have one lodging asset that is an 11-unit glamping property, and one 47-unit independent lodging property that are not categorized by STR. Lodging property information as of June 30, 2024 is as follows:

Previous wording

•Interest Expense. Interest expense increased during the three months ended March 31, 2024 due to higher base rates on our floating rate debt that is not hedged in comparison with the three months ended March 31, 2023, partially offset by lower interest incurred during the three months ended March 31, 2024 due to lower average outstanding debt for the current period compared with the same period of the prior year.

Current wording

•Interest Expense. Interest expense decreased during the three months ended June 30, 2024 due to lower average outstanding debt for the current period compared with the three months ended June 30, 2023.

Previous wording

The following table contains key operating metrics for our total portfolio for the three months ended March 31, 2024 compared with the three months ended March 31, 2023 (dollars in thousands, except ADR and RevPAR):

Current wording

The following table contains key operating metrics for our total portfolio for the six months ended June 30, 2024 compared with the six months ended June 30, 2023 (dollars in thousands, except ADR and RevPAR):

Previous wording

•Food and Beverage Revenues and Expenses. Total portfolio and same-store Food and beverage revenues increased during the three months ended March 31, 2024 as a result of an increase in occupancy across our portfolio and an increase in group-related catering. The increases in total portfolio and same-store Food and beverage revenues were partially offset by the disposition of a portfolio of four properties in May 2023 and the sale of the Hyatt Place - Dallas (Plano), TX during thethree months ended March 31, 2024.

Current wording

•Food and Beverage Revenues and Expenses. Total portfolio food and beverage revenues were flat during the six months ended June 30, 2024 and 2023 as a result of an increase in same-store food and beverage revenues of $0.3 million driven by an increase in occupancy and group-related catering, offset by a $0.3 million decrease in food and beverage revenues due to the net effect of the sales and acquisitions of lodging properties.

Previous wording

•Property Taxes, Insurance and Other. The decrease in Property taxes, insurance and other is primarily due to an increase in property tax refunds of $0.5 million as a result of successful appeal efforts to reduce property tax assessments, coupled with a reduction of state franchise tax accruals during the period of $0.5 million, partially offset by an increase in property and casualty insurance premiums of $0.4 million and a $0.1 million increase in variable lease expense.

Current wording

•Property Taxes, Insurance and Other. The decrease in Property taxes, insurance and other during the six months ended June 30, 2024 is primarily due to an increase in property tax refunds of $0.6 million as a result of successful appeal efforts to reduce property tax assessments, coupled with a reduction of state franchise taxes and other tax accruals during the period of $0.5 million, partially offset by an increase in property and casualty insurance premiums of $0.3 million.

Previous wording

•Management Fees. The increase in Management fees during the current period is consistent with the increase in room revenue for the three months ended March 31, 2024 compared with the same period of the prior year. Management fees increased during the current period due to the acquisitions of the Nordic Lodge - Steamboat, CO and the Residence Inn - Scottsdale, AZ in June 2023, partially offset by the disposition of the Hyatt Place - Dallas (Plano), TX during the three months ended March 31, 2024 and a re-negotiation of property management agreements with two of our properties managers in 2023 that resulted in lower property management fees.

Current wording

•Management Fees. Management fees decreased during the current period due to the net effect of the sales and acquisitions of lodging properties, and a re-negotiation of property management agreements with two of our properties managers in the third quarter of 2023 that resulted in lower property management fees in the current period.

Previous wording

•Corporate General and Administrative. The increase in Corporate general and administrative expenses is primarily due to an increase in non-cash stock compensation expense during the three months ended March 31, 2024 compared with the three months ended March 31, 2023.

Current wording

•Corporate General and Administrative. Corporate general and administrative expenses were flat for the six months ended June 30, 2024 compared with the six months ended June 30, 2023 due to an increase in employee compensation and non-cash stock-based compensation expenses of $0.8 million during the six months ended June 30, 2024, mostly offset by a decrease in legal and professional fees of $0.7 million.

Previous wording

•Income Tax Expense (Benefit). Income taxes in interim quarters are based on an estimated annual effective tax rate. The Company recorded $0.2 million in income tax expense for the three months ended March 31, 2024, which represents a $0.7 increase from the three months ended March 31, 2023. Seasonality in quarterly net income (loss), and changes in the forecasted earnings causes variability in income taxes recorded in each quarter.

Current wording

•Income Tax Expense (Benefit). Income taxes in interim quarters are based on an estimated annual effective tax rate. The Company recorded $2.6 million in income tax expense for the six months ended June 30, 2024, which represents an increase of $2.3 million from the six months ended June 30, 2023. Seasonality in quarterly net income (loss), and changes in the forecasted earnings causes variability in income taxes recorded in each quarter.

Previous wording

(1) The weighted-average diluted shares of Common Stock and Common Units used to calculate FFO and AFFO per share of Common Stock and Common Units for the three months ended March 31, 2024 and 2023 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 Common Units used to calculate FFO and AFFO per share of Common Stock and Common Units for the three months ended March 31, 2024 and 2023 exclude the potential dilution related to our Convertible Notes as we intend to settle the principal value of the Convertible Notes in cash.

Current wording

(1) The weighted-average diluted shares of Common Stock and Common Units used to calculate FFO and AFFO per share of Common Stock and Common Units for the three and six months ended June 30, 2023 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 Common Units used to calculate FFO and AFFO per share of Common Stock and Common Units for the three and six months ended June 30, 2024 and 2023 exclude the potential dilution related to our Convertible Notes as we intend to settle the principal value of the Convertible Notes in cash.

Previous wording

AFFO applicable to shares of Common Stock and Common Units increased by $3.7 million for the three months ended March 31, 2024 in comparison with the three months ended March 31, 2023 primarily as a result of the improvement in our business that was primarily driven by improving demand for business transient and group travel and continued strength in leisure travel, and the acquisitions of the Nordic Lodge - Steamboat Springs, CO and the Residence Inn Scottsdale, AZ, in June 2023, partially offset by the sale of a portfolio of four properties in May 2023, the disposition of the Hyatt Place - Baltimore (Owings Mills), MD in December 2023 and the sale of the Hyatt Place - Dallas (Plano), TX during the three months ended March 31, 2024.

Current wording

AFFO applicable to shares of Common Stock and Common Units increased by $3.2 million and $7.0 million for the three and six months ended June 30, 2024 in comparison with the three and six months ended June 30, 2023 primarily as a result of the improvement in our business that was primarily driven by improving demand for business transient and group travel, and the net effect of the sales and acquisitions of lodging properties.

Previous wording

The increase in Adjusted EBITDAre for the three months ended March 31, 2024 in comparison with the three months ended March 31, 2023 is primarily a result of the improvement in our business that was primarily driven by improving demand for business transient and group travel and continued strength in leisure travel, and the acquisitions of the Nordic Lodge - Steamboat Springs, CO and the Residence Inn Scottsdale, AZ, in June 2023 partially offset by the sale of a portfolio of four properties in May 2023, the disposition of the Hyatt Place - Baltimore (Owings Mills), MD in December 2023 and the sale of the Hyatt Place - Dallas (Plano), TX during the three months ended March 31, 2024.

Current wording

The increase in Adjusted EBITDAre for the three and six months ended June 30, 2024 in comparison with the three and six months ended June 30, 2023 is primarily a result of the improvement in our business that was primarily driven by improving demand for business transient and group travel, and the net effect of the sales and acquisitions of lodging properties.

Previous wording

Our short-term cash obligations consist primarily of operating expenses and other expenditures directly associated with our lodging properties, recurring maintenance and capital expenditures necessary to maintain our lodging properties in accordance with internal and brand standards, capital expenditures to improve our lodging properties, interest payments, settlement of interest rate swaps, scheduled principal payments on outstanding indebtedness, restricted cash funding obligations, our joint venture acquisitions and capital requirements, contractual lease payments, corporate overhead, and dividends and distributions to our stockholders and unitholders when declared and paid. Our corporate overhead primarily consists of employee compensation expenses, professional fees, corporate insurance and rent expenses. Cash requirements for our corporate overhead expenses (excluding non-cash equity-based compensation), which are generally paid from operating cash flows, were $6.5 million for each of the three months ended March 31, 2024 and 2023. We generally expect our corporate overhead expenses to remain consistent with the level of our operating activities and market conditions for goods and services.

Current wording

Our short-term cash obligations consist primarily of operating expenses and other expenditures directly associated with our lodging properties, recurring maintenance and capital expenditures necessary to maintain our lodging properties in accordance with internal and brand standards, capital expenditures to improve our lodging properties, interest payments, settlement of interest rate swaps, scheduled principal payments on outstanding indebtedness, restricted cash funding obligations, our joint venture acquisitions and capital requirements, contractual lease payments, corporate overhead, and dividends and distributions to our stockholders and unitholders when declared and paid. Our corporate overhead primarily consists of employee compensation expenses, professional fees, corporate insurance and rent expenses. Cash requirements for our corporate overhead expenses (excluding non-cash equity-based compensation), which are generally paid from operating cash flows, were $12.5 million and $13.1 million, for the six months ended June 30, 2024 and 2023, 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.

Previous wording

At March 31, 2024, we had $55.0 million of outstanding borrowings under our $400 Million Revolver, $200.0 million outstanding on our $200 Million Term Loan, and $200.0 million outstanding on our 2024 Term Loan (each of such credit facilities are defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements). Each of the credit facilities was supported by the 52 lodging properties included in the credit facility borrowing base. We also had $287.5 million of Convertible Notes outstanding. In April 2024, we repaid the $55.0 million outstanding balance on our $400 Million Revolver from the net proceeds of the sale of a portfolio of two lodging properties in New Orleans, LA.

Current wording

At June 30, 2024, we had $10.0 million in borrowings under our $400 Million Revolver, $200.0 million outstanding on our $200 Million Term Loan, and $200.0 million outstanding on our 2024 Term Loan (each of such credit facilities are defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements). Each of the credit facilities was supported by the 53 lodging properties included in the credit facility borrowing base. We also had $287.5 million of Convertible Notes outstanding. In April 2024, we repaid the $55.0 million outstanding balance on our $400 Million Revolver from the net proceeds of the sale of a portfolio of two lodging properties in New Orleans, LA.

Previous wording

For more information concerning the 2023 Senior Credit and Term Loan Facility, see "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements.

Current wording

For more information concerning the 2023 Senior Credit and Term Loan Facility and the 2024 Term Loan, see "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements.

Previous wording

At March 31, 2024, the GIC Joint Venture had $200.0 million outstanding under the GIC Joint Venture Credit Facility (defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements), which included borrowings of $75.0 million on its $75 Million Term Loan and $125.0 million on its $125 Million Revolver. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the equity interests in the subsidiaries that own the 13-lodging property borrowing base assets, and the related TRS entities, which wholly own the TRS Lessees. See "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements for additional information.

Current wording

At June 30, 2024, the GIC Joint Venture had $200.0 million outstanding under the GIC Joint Venture Credit Facility (defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements), which included borrowings of $75.0 million on its $75 Million Term Loan and $125.0 million on its $125 Million Revolver. The GIC Joint Venture Credit Facility (as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements) is secured primarily by a first priority pledge of the equity interests in the subsidiaries that own the 13-lodging property borrowing base assets, and the related TRS entities, which wholly own the TRS Lessees. See "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements for additional information.

Previous wording

To complete the NCI Transaction during the first quarter of 2022, the GIC Joint Venture entered into the $410.0 million GIC Joint Venture Term Loan secured by the 27 lodging properties and two parking garages acquired in the transaction and assumed a Property Assessed Clean Energy ("PACE") loan totaling $6.5 million. The outstanding balance of the PACE loan is $6.0 million at March 31, 2024. See "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements.

Current wording

To complete the NCI Transaction during the first quarter of 2022, the GIC Joint Venture entered into the $410.0 million GIC Joint Venture Term Loan (as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements) that was originally secured by the 27 lodging properties (two of which have since been sold) and two parking garages acquired in the transaction and assumed a Property Assessed Clean Energy ("PACE") loan totaling $6.5 million. The outstanding balance of the PACE loan is $6.0 million at June 30, 2024. See "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements.

Previous wording

As of March 31, 2024, we have scheduled debt principal amortization payments during the next twelve months totaling $16.4 million. Currently, we have the capacity to pay these scheduled principal payments using cash on hand or draws under our $400 Million Revolver.

Current wording

As of June 30, 2024, we have scheduled debt principal amortization payments during the next twelve months totaling $2.7 million. Currently, we have the capacity to pay these scheduled principal payments using cash on hand or draws under our $400 Million Revolver (as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements). Our outstanding indebtedness requires us to comply with various financial and other covenants. We are in compliance with our various financial and other covenants and expect to continue to be in compliance over the next four quarters.

Previous wording

(1) The 2023 Senior Credit and Term Loan Facility is supported by a borrowing base of 52 unencumbered hotel properties.

Current wording

(1) The 2023 Senior Credit and Term Loan Facility and the 2024 Term Loan Facility are supported by a borrowing base of 53 unencumbered hotel properties.

Previous wording

(3) 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 13 lodging properties. Each individually can be extended for a single twelve-month period through September 2028 at the option of the GIC Joint Venture, subject to certain conditions.

Current wording

(2) 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 13 lodging properties.

Previous wording

(4) The GIC Joint Venture Term Loan is secured by pledges of the equity in the entities (and affiliated entities) that own 26 lodging properties.

Current wording

(3) The GIC Joint Venture Term Loan is secured by pledges of the equity in the entities (and affiliated entities) that own 25 lodging properties and two parking garages.

Previous wording

During the three months ended March 31, 2024, the fair value of our interest rate swaps increased $5.7 million due to a change in interest rate expectations. Each interest rate swap fixes the interest rates on portions of our variable interest rate indebtedness and converts SOFR from a floating rate to average fixed rates ranging from 2.56% to 3.77%.

Current wording

During the six months ended June 30, 2024, the fair value of our interest rate swaps increased $5.1 million due to a change in interest rate expectations. Each interest rate swap fixes the interest rates on portions of our variable interest rate indebtedness and converts SOFR from a floating rate to average fixed rates ranging from 2.56% to 3.77%.

Previous wording

During the three months ended March 31, 2024, we funded $18.1 million in capital expenditures ($15.3 million on a pro rata basis) at our lodging properties. We anticipate spending approximately $65.0 million to $85.0 million on capital expenditures on a pro rata basis during 2024. We expect to fund these expenditures through a combination of cash flows from operations and borrowings under our $400 Million Revolver, or other potential sources of capital, to the extent available to us.

Current wording

During the six months ended June 30, 2024, we funded $39.0 million in capital expenditures ($33.0 million on a pro rata basis) at our lodging properties. We anticipate spending approximately $65.0 million to $85.0 million on capital expenditures on a pro rata basis during 2024. We expect to fund these expenditures through a combination of cash flows from operations and borrowings under our $400 Million Revolver, or other potential sources of capital, to the extent available to us.

Previous wording

•Cash provided by operating activities. Cash provided by operating activities for the three months ended March 31, 2024 was the result of net income of $43.5 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, and a net increase in working capital of $15.4 million. Cash provided by operating activities for the three months ended March 31, 2023 was the result of net income of $37.8 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, and a net increase in working capital of $5.8 million. The change in working capital for the first quarter of 2024 was primarily due to prepayment in full of insurance premiums during the period totaling approximately $10.7 million.

Current wording

•Cash provided by operating activities. Cash provided by operating activities for the six months ended June 30, 2024 was the result of net income of $91.4 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, and a net change in working capital of $12.9 million. Cash provided by operating activities for the six months ended June 30, 2023 was the result of net income of $80.8 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, and a net change in working capital of $1.7 million.

Previous wording

•Cash provided by financing activities. Cash used in financing activities for the three months ended March 31, 2024 was primarily related to net borrowings on our line of credit of $55.0 million (net of repayments), partially offset by the payment of dividends and distributions of approximately $12.0 million, the payment of principal on our term loans of $33.5 million, financing costs of approximately $2.4 million related to the 2024 Term Loan and our $200 Million GIC Joint Venture Credit Facility (as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements), and $0.8 million related to shares acquired for employee withholding requirements.

Current wording

•Cash used in financing activities. Cash used in financing activities for the six months ended June 30, 2024 was primarily related to the repayment of our MetaBank and Bank of the Cascades term loans of $93.5 million, the payment of dividends and distributions of approximately $37.5 million, financing costs of approximately $2.5 million related to the 2024 Term Loan and our $200 Million GIC Joint Venture Credit Facility (as defined in "Note 5 - Debt" to the accompanying Condensed Consolidated Financial Statements), and $0.9 million related to shares acquired for employee withholding requirements, net of net borrowings of $10.0 million on our $400 Million Revolver.