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, 2019 (all $ amounts in thousands): Property Name Date Acquired Location Ownership Interest Original Purchase Price (1) Rooms Mortgage Debt Outstanding (2) Residence Inn October 15, 2015 Austin, Texas 100 % $ 27,500 112 $ 16,365 Springhill Suites May 24, 2016 Seattle, Washington 100 % 74,100 234 44,349 Homewood Suites September 27, 2017 (5) The Woodlands, Texas 100 % 17,356 91 8,954 Hyatt Place September 27, 2017 (5) Germantown, Tennessee 100 % 16,074 127 6,906 Hyatt Place September 27, 2017 (5) North Charleston, 100 % 13,806 113 7,054 Hampton Inn September 27, 2017 (5) Austin, Texas 100 % 19,328 123 10,543 Residence Inn September 27, 2017 (5) Grapevine, Texas 100 % 25,245 133 12,173 Marriott Courtyard September 27, 2017 (5) Lyndhurst, New Jersey (3 ) 39,547 227 19,000 Hilton Garden Inn September 27, 2017 (5) Austin, Texas 100 % 29,288 138 18,162 Hampton Inn Great September 27, 2017 (5) Frazer, Pennsylvania 100 % 15,285 125 7,895 Embassy Suites September 27, 2017 (5) Nashville, Tennessee 100 % 82,207 208 41,441 Homewood Suites September 27, 2017 (5) Austin, Texas 100 % 18,835 96 10,647 Townplace Suites September 27, 2017 (5) Fort Worth, Texas (4 ) 11,242 95 6,000 Hampton Inn September 27, 2017 (5) Houston, Texas 100 % 9,958 119 4,400 Residence Inn April 29, 2019 (6) Houston, Texas 100 % 52,000 182 35,947 Totals $ 451,771 2,123 $ 249,836 (1) Excludes closing costs and includes gain on acquisition. (2) As of September 30, 2019. (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. The Marriott Courtyard Lyndhurst is pledged as security for the Term Loan. See Note 5, “Debt.” (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. The Townplace Suites Fort Worth is pledged as security for the Term Loan. See Note 5, “Debt.” (5) Property acquired on September 27, 2017 as a result of the merger of Moody National REIT I, Inc. (“Moody I”) with and into the Company (the “Merger”) and the merger of Moody National Operating Partnership I, L.P., the operating partnership of Moody I (“Moody I OP”), with and into the OP (the “Partnership Merger,” and together with the Merger, the “Mergers”). (6) Includes balance of $29.1 million for first mortgage loan and balance of $6.8 million for promissory note payable to seller of the Residence Inn Houston Medical Center in the original principal amount of $22.6 million. Investment in hotel properties consisted of the following at September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Land $ 76,936 $ 70,456 Buildings and improvements 338,728 297,680 Furniture, fixtures and equipment 55,427 43,632 Total cost 471,091 411,768 Accumulated depreciation (28,933 ) (18,628 ) Investment in hotel properties, net $ 442,158 $ 393,140 Acquisition of Residence Inn Houston Medical Center On the April 29, 2019 (“Closing Date”), Moody National Kirby-Houston Holding, LLC, a wholly-owned subsidiary of the OP (“Houston Holding”), acquired fee simple title to the Residence Inn Houston Medical Center (“Residence Inn Houston”) located in Houston, Texas from a related party for an aggregate purchase price, excluding acquisition costs, of $52.0 million, inclusive of (i) Houston Holding’s assumption as of the Closing Date of an existing mortgage loan from an institutional lender (“Lender”), secured by the Residence Inn Houston, with an outstanding balance as of the Closing Date of $28,180,000 (“Existing Loan”), and (ii) financing from the Seller in the amount of $22,550,000 (“Note Payable to Related Party”). See below for an additional discussion of the Existing Loan and the Note Payable to Related Party. In connection with the acquisition of the Residence Inn Houston, Advisor earned an aggregate acquisition fee of $2,002,000 (inclusive of a $1,222,000 contingent acquisition fee paid to reimburse Advisor for upfront selling commissions and dealer manager fees paid by Advisor) and a financing coordination fee of $290,000. The Residence Inn Houston is a 16-story select-service hotel consisting of 182 guest rooms located in Houston, Texas. The Residence Inn Houston is located in the Texas Medical Center, the world’s largest medical center, and is located adjacent to NRG Park area. The Residence Inn Houston includes a four and a half story parking garage. Houston Holding leases the Residence Inn Houston to Moody National Kirby-Houston MT, LLC (“Master Tenant”), an indirect, wholly-owned subsidiary of OP, pursuant to a Hotel Lease Agreement between Houston Holding and the Master Tenant (“Hotel Lease”). Moody National Hospitality Management, LLC, a related party (“Property Manager”), manages the Residence Inn Houston pursuant to a Hotel Management Agreement between the Property Manager and the Master Tenant (“Management Agreement”), which Management Agreement was assigned to Master Tenant by Seller on the Closing Date. Existing Loan On the Closing Date, pursuant to an Assignment and Assumption Agreement, Houston Holding assumed all of the Seller’s rights, duties and obligations under and with respect to the Existing Loan and all loan documents associated therewith, including, without limitation, (i) a Promissory Note, dated September 13, 2017, in the original principal amount of $29.1 million, evidencing the Existing Loan and payable to the Lender, or the Note, (ii) the Construction Loan Agreement, dated September 13, 2017, between the Seller and the Lender (“Loan Agreement”), and (iii) the Deed of Trust, Security Agreement and Financing Statement, dated September 13, 2017, for the benefit of Lender, securing payment of the Note (“ Deed of Trust.”) The Existing Loan bears interest at a rate of 5% per annum. Payments of interest only will be due on the Existing Loan on a monthly basis through October 1, 2019, and thereafter equal monthly payments of principal and interest in the amount of $170,000 will be due. Upon and during any event of default by Houston Holdings under the Note, the Loan Agreement or any other loan document relating to the Existing Loan, the Existing Loan will bear interest at a rate per annum equal to the lesser of the maximum rate permitted by applicable law and 17%. The entire outstanding principal balance of the Existing Loan and all accrued interest thereon and all other amounts payable under the Note is due and payable in full on October 1, 2024. Houston Holding may not prepay the Existing Loan, in whole or in part, prior to November 1, 2021. Thereafter, upon at least 30 but not more than 90 days prior written notice to the Lender, Houston Holding may prepay the outstanding principle balance, plus all accrued interest and other amounts due, in full (but not in part), provided that such prepayment will be subject to certain additional prepayment fees as set forth in the Note. The Note provides for customary events of default, including failure by Houston Holding to pay when due and payable any amounts payable under the terms of the Note. Upon any event of default by Houston Holding, Lender may accelerate the maturity date of the Loan and declare the entire unpaid principal balance of the Loan and all accrued and unpaid interest thereon due and payable in full immediately, and exercise any other rights available to it under law or equity. The performance of the obligations of Houston Holding under the Existing Loan is secured by, among other things, a security interest in the Residence Inn Houston and other collateral granted to the Lender pursuant to the Deed of Trust. Pursuant to payment and completion guaranties in favor of the Lender, Brett C. Moody has agreed to irrevocably and unconditionally guarantee the prompt and unconditional payment to the Lender and its successors and assigns of all obligations and liabilities of Houston Holding for which Houston Holding may be personally liable with respect to the Existing Loan. Note Payable to Related Party On the Closing Date, the OP issued a promissory note payable to Seller in the original principal amount of approximately $22.6 million, evidencing the note payable to related party (the “Note Payable to Related Party”). The Note Payable to Related Party bears interest at a rate per annum equal to the lesser of the maximum rate permitted by applicable law and 3%. Any amounts payable under the Note Payable to Related Party which are not paid by our operating partnership when due will bear interest at a past due rate equal to the lesser of the maximum rate permitted by applicable law and 18%. On the Closing Date, our operating partnership made a principal payment of $7.8 million, and beginning on May 15, 2019 and ending on October 15, 2019, our operating partnership will make a monthly principal and interest payment of $2.0 million. The entire outstanding principal balance of the Note Payable to Related Party, together with all accrued interest thereon and all other amounts payable under the Note Payable to Related Party, is due and payable in full on December 15, 2019. If our operating partnership fails to make when due any payment under the Note Payable to Related Party, our operating partnership will pay to Seller on demand a late fee equal to 5% of the amount of such payment. Upon at least five days prior written notice to the Seller, our operating partnership may prepay the outstanding principle balance, plus all accrued interest and other amounts due, in whole or in part, without penalty. The balance of the Note Payable to Related Party was $6.8 million as of September 30, 2019. The Note Payable to Related Party provides for customary events of default, including failure by our operating partnership to pay when due and payable any amounts payable under the terms of the Note Payable to Related Party. Upon any event of default by our operating partnership, Seller may accelerate the maturity date of the Note Payable to Related Party and declare the entire unpaid principal balance of the Note Payable to Related Party and all accrued and unpaid interest thereon due and payable in full immediately, and exercise any other rights available to it under law or equity. The following table presents a summary of assets acquired and the purchase price consideration in the acquisition of the Residence Inn Houston (in thousands): Assets acquired at fair value: Land $ 6,480 Building 40,920 Furniture, fixtures and equipment 4,600 Net assets acquired at fair value $ 52,000 Purchase price consideration: Cash $ 350 Existing Loan 29,100 Note payable to related party 22,550 Purchase price consideration $ 52,000 The results of operations of the Residence Inn Houston have been included in the consolidated statement of operations as of the date of acquisition of April 29, 2019. The following unaudited pro forma consolidated financial information for the three and nine months ended September 30, 2019 and 2018 is presented as if the Company acquired the Residence Inn Houston on January 1, 2018. This information is not necessarily indicative of what the actual results of operations would have been had the Company completed the acquisition of the Residence Inn Houston on January 1, 2018, nor does it purport to represent the Company’s future operations (in thousands, except per common share amounts): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Revenue $ 22,854 $ 23,514 $ 67,970 $ 70,042 Net loss (2,554 ) (1,370 ) (5,819 ) (4,288 ) Net loss attributable to common shareholders (2,491 ) (1,314 ) (5,594 ) (4,106 ) Net loss per common share - basic and diluted $ (0.20 ) $ (0.18 ) $ (0.71 ) $ (0.58 ) |