Investment in Hotel Properties | 3. Investment in Hotel Properties The following table sets forth summary information regarding the Company’s investment in hotel properties as of September 30, 2017: Property Name Date Acquired Location Ownership Interest Purchase Price (1) Rooms Mortgage Debt Outstanding (2) Residence Inn Austin October 15, 2015 Austin, Texas 100 % $ 27,500,000 112 $ 16,575,000 Springhill Suites Seattle May 24, 2016 Seattle, Washington 100 % 74,100,000 234 45,000,000 Homewood Suites Woodlands September 27, 2017 The Woodlands, Texas 100 % 17,355,672 91 9,244,028 Hyatt Place Germantown September 27, 2017 Germantown, Tennessee 100 % 16,073,719 127 7,216,139 Hyatt Place North Charleston September 27, 2017 North Charleston, South Carolina 100 % 13,805,648 113 7,323,184 Hampton Inn Austin September 27, 2017 Austin, Texas 100 % 19,327,908 123 10,915,327 Residence Inn Grapevine September 27, 2017 Grapevine, Texas 100 % 25,244,614 133 12,608,294 Marriott Courtyard Inn Lyndhurst September 27, 2017 Lyndhurst, New Jersey (3 ) 39,247,484 227 — Hilton Garden Inn Austin September 27, 2017 Austin, Texas 100 % 29,287,695 138 18,782,241 Hampton Inn Great Valley September 27, 2017 Frazer, Pennsylvania 100 % 15,284,824 125 8,150,750 Embassy Suites Nashville September 27, 2017 Nashville, Tennessee 100 % 81,453,322 208 42,890,574 Homewood Suites Austin September 27, 2017 Austin, Texas 100 % 18,834,848 96 10,987,326 Townplace Suites Fort Worth September 27, 2017 Fort Worth, Texas (4 ) 11,241,742 95 — Hampton Inn Houston September 27, 2017 Houston, Texas 100 % 9,959,785 119 4,627,120 Totals $ 398,717,261 1,941 $ 194,319,983 (1) Excludes closing costs and includes gain on acquisition. (2) As of September 30, 2017. (3) The Marriott Courtyard Lyndhurst is owned by MN Lyndhurst Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. (4) The Townplace Suites Fort Worth is owned by MN Fort Worth Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. Investments in hotel properties consisted of the following at September 30, 2017 and December 31, 2016: September 30, December 31, Land $ 70,285,689 $ 18,350,000 Buildings and improvements 296,669,641 80,810,000 Furniture, fixtures and equipment 32,210,174 2,660,769 Total cost 399,165,504 101,820,769 Accumulated depreciation (3,658,104 ) (1,831,029 ) Investment in hotel properties, net $ 395,507,400 $ 99,989,740 On May 24, 2016, Moody National Yale-Seattle Holding, LLC, a wholly owned subsidiary of the OP, acquired fee simple title to the Springhill Suites Seattle from the then current tenant-in-common owners of the Springhill Suites Seattle for an aggregate purchase price of $74,100,000, excluding acquisition costs. Acquisition of Moody I On September 27, 2017, in connection with the Mergers, the Company acquired interests in twelve hotel properties, including two joint venture interests, and two notes receivable from related parties from Moody I (the “Moody I Portfolio”). As of the date of the Mergers, there were 13,257,126 shares of Moody I common stock issued and outstanding, resulting in aggregate merger consideration of $135,885,546, consisting of the following: Value of Company’s Class A Shares issued to Moody I shareholders $ 91,219,400 Cash consideration paid 44,666,146 Aggregate merger consideration $ 135,885,546 67% of Moody I stockholders elected to receive stock consideration in the Merger resulting in the Company’s then current stockholders owning 57% and former Moody I stockholders owning 43% of the common stock of the Company outstanding after the consummation of the Merger, as follows: Company shares outstanding at date of merger 4,903,836 Company Class A common shares issued to Moody I stockholders on date of merger 3,648,776 Total Company shares outstanding after Merger 8,552,612 After consideration of all applicable factors pursuant to the business combination accounting rules, the Company is considered the “legal acquirer” because the Company is issuing common stock to Moody I stockholders, and also due to various factors including that the Company’s stockholders immediately preceding the Merger hold the largest portion of the voting rights in the Company immediately after the Merger. The aggregate purchase price consideration as shown above was allocated to assets and liabilities of Moody I was as follows: Assets Investment in hotel properties $ 297,117,261 Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other assets, deferred income tax asset, deferred franchise costs, and due from related parties 13,707,593 Notes receivable from related parties 11,250,000 Liabilities and Equity Notes payable (132,744,983 ) Notes receivable from Moody I (37,754,276 ) Accounts payable and accrued expenses, due to related parties, and operating partnership distributions payable (10,094,941 ) Noncontrolling interests in OP (5,595,108 ) Aggregate merger consideration $ 135,885,546 The estimated fair values for the assets acquired and the liabilities assumed are preliminary and are subject to change during the measurement period as additional information related to the inputs and assumptions used in determining the fair value of the assets and liabilities becomes available. Subsequent adjustments to the preliminary purchase price allocation are not expected to have a material impact to the Company’s consolidated financial statements. The purchase price allocation was based on the Company’s assessment of the fair value of the acquired assets and liabilities, as summarized below. Investment in hotel properties Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other assets, deferred franchise costs, and due from related parties Deferred income tax asset Notes receivable from related parties Notes payable Notes receivable from Moody I – Accounts payable and accrued expenses, due to related parties, and operating partnership distributions payable Noncontrolling interests in Operating Partnership The following unaudited pro forma consolidated financial information for the three and nine months ended September 30, 2017 and 2016 is presented as if the Company acquired the Springhill Suites Seattle and the Moody I Portfolio on January 1, 2016. This information is not necessarily indicative of what the actual results of operations would have been had the Company completed the acquisition of the Springhill Suites Seattle and the Moody I Portfolio on January 1, 2016, nor does it purport to represent the Company’s future operations: Three months ended Nine months ended 2017 2016 2017 2016 Revenue $ 22,544,438 $ 22,709,973 $ 64,956,766 $ 65,912,075 Net loss (1,069,538 ) (1,320,754 ) (4,724,125 ) (17,340,681 ) Net loss attributable to common shareholders (1,002,420 ) (1,307,456 ) (4,620,214 ) (17,287,088 ) Net loss per common share - basic and diluted $ (0.12 ) $ (0.15 ) $ (0.54 ) $ (2.02 ) |