INVESTMENT IN HOTEL PROPERTIES | 3. INVESTMENT IN HOTEL PROPERTIES Investment in hotel properties as of December 31, 2021 and 2020 consisted of the following: December 31, December 31, 2021 2020 Land and land improvements $ 20,034,309 $ 10,324,772 Building and building improvements 144,883,150 85,213,846 Furniture, fixtures, and equipment 13,986,611 8,927,694 Construction in progress 8,433 990,452 Investment in hotel properties, at cost 178,912,503 105,456,764 Less: accumulated depreciation (9,487,728) (4,712,578) Investment in hotel properties, net $ 169,424,775 $ 100,744,186 As of December 31, 2021, the Company owned eleven hotel properties with an aggregate of 1,364 rooms located in eight states. Acquisitions of Hotel Properties The Company acquired four properties during the year ended December 31, 2021 and two properties during the year ended December 31, 2020. Each of the Company’s hotel acquisitions to date have been determined to be asset acquisitions. The table below outlines the details of the properties acquired each year since inception. 2021 Acquisitions Number Date of Guest Purchase Transaction % Hotel Property Type Location Acquired Rooms Price Costs Total Interest Courtyard by Marriott Select-Service Aurora, CO February 4, 2021 141 $ 23,610,000 (1) $ 458,129 $ 24,068,129 100 % Holiday Inn Select-Service El Paso, TX May 12, 2021 175 10,300,000 (2) 361,019 10,661,019 100 % Hilton Garden Inn Select-Service Houston, TX August 3, 2021 182 19,910,000 (3) 918,353 20,828,353 100 % Sheraton Hotel Full-Service Northbrook, IL December 3, 2021 160 11,400,000 (4) 340,005 11,740,005 100 % 658 $ 65,220,000 $ 2,077,506 $ 67,297,506 2020 Acquisitions Number Date of Guest Purchase Transaction % Hotel Property Type Location Acquired Rooms Price Costs Total Interest Fairfield Inn & Suites Limited-Service Lubbock, TX January 8, 2020 101 $ 15,150,000 $ 496,431 $ 15,646,431 100 % Homewood Suites Extended-Stay Southaven, MS February 21, 2020 99 20,500,000 445,090 20,945,090 100 % 200 $ 35,650,000 $ 941,521 $ 36,591,521 2019 Acquisitions Number Date of Guest Purchase Transaction % Hotel Property Type Location Acquired Rooms Price Costs Total Interest Hampton Inn & Suites Limited-Service Pineville, NC March 19, 2019 111 $ 13,897,358 $ 303,744 $ 14,201,102 100 % Hampton Inn Limited-Service Eagan, MN June 19, 2019 122 13,950,000 278,333 14,228,333 100 % Home2 Suites Extended-Stay Prattville, AL July 11, 2019 90 14,750,000 356,014 15,106,014 100 % Home2 Suites Extended-Stay Lubbock, TX December 30, 2019 100 14,150,000 284,776 14,434,776 100 % 423 $ 56,747,358 $ 1,222,867 $ 57,970,225 2018 Acquisitions Number Date of Guest Purchase Transaction % Hotel Property Type Location Purchased Rooms Price Costs Total Interest Holiday Inn Express Limited-Service Cedar Rapids, IA November 30, 2018 83 $ 7,700,000 $ 158,333 $ 7,858,333 100 83 $ 7,700,000 $ 158,333 $ 7,858,333 (1) Includes the issuance of $6,742,757 in Series T LP Units of the Operating Partnership. (2) Includes the issuance of $2,100,000 in Series T LP Units of the Operating Partnership. (3) Includes the issuance of $6,910,000 in Series T LP Units of the Operating Partnership. (4) Includes the issuance of $6,179,000 in Series T LP Units and $1,521,000 in Common Limited Partnership Units of the Operating Partnership. Nine of the hotel properties listed above are subject to a management agreement with NHS, LLC dba National Hospitality Services (“NHS”) with an initial term expiring on December 31 of the fifth full calendar year following the effective date of the agreement, which will automatically renew for successive five-year periods unless terminated earlier in accordance with its terms. The Pineville Property is currently being managed on a day-to-day basis by Beacon IMG, Inc. (“Beacon”), an affiliate of the seller of the Pineville Property, pursuant to a sub-management agreement. The Southaven Property is subject to a management agreement with Vista Host Inc. (“Vista”) with an initial term expiring on February 21 of the fifth full calendar year following the effective date of the agreement. The agreement will automatically renew for two (2) successive five-year periods unless terminated earlier in accordance with its terms. The Houston Property is subject to a management agreement with Interstate Management Company, LLC (“Aimbridge”) with an initial term expiring on August 3 of the third full calendar year following the effective date of the agreement. The agreement will automatically renew for additional successive terms of one year each unless terminated earlier in accordance with its terms. The seller of the Pineville Property, an affiliate of Beacon, may be entitled to additional cash consideration if the property exceeds certain performance criteria based on increases in the property’s net operating income (“NOI”) for a selected 12-month period of time. At any time during the period beginning April 1, 2021 through the date of the final NOI determination (on or about April 30, 2023), the seller of the property may make a one-time election to receive the additional consideration. The variable amount of the additional consideration, if any, is based on the excess of the property’s actual NOI over a base NOI for the applicable 12-month calculation period divided by the stated cap rate for such calculation period. As of December 31, 2021, no amounts were owed or paid to the seller of the Pineville Property, and no election to receive the additional consideration had been made. 2021 Acquisitions The Courtyard by Marriott in Aurora, Colorado (the “Aurora Property”) was acquired on February 4, 2021 for contractual consideration comprised of $15.0 million in debt, $1.9 million in cash paid at closing and the issuance of $6.7 million in Series T LP Units of the Operating Partnership. The Series T LP Units will convert into Common LP Units of the Operating Partnership beginning 36 months, or at the option of the contributor, up to 48 months, after February 4, 2021, at which point the value will be calculated pursuant to the terms of a Contribution Agreement, dated as of September 1, 2020, as amended on February 4, 2021. The number of Common LP Units to be issued to the contributor based on such conversion may be higher or lower than the initial valuation of the Series T LP Units. Accordingly, the aggregate purchase price used for the acquisition accounting noted in the tables above and below of $23.6 million, was determined to be the value assigned by a third-party appraisal, as the appraisal value was more reliably measurable. On May 12, 2021, the Operating Partnership acquired the Holiday Inn El Paso West Sunland Park hotel property in El Paso, Texas (the “El Paso Property”) for contractual consideration comprised of $7.9 million in debt, $300,000 in cash paid at closing and the issuance of $2.1 million in Series T LP Units of the Operating Partnership. The Series T LP Units will convert into Common LP Units of the Operating Partnership beginning 36 months, or in the event the Operating Partnership is then in the process of transacting a sale of the Operating Partnership’s assets or another significant capital event necessitating a conversion is then in process, up to 48 months, after May 12, 2021, at which point the value will be calculated pursuant to the terms of an Amended and Restated Contribution Agreement, dated May 12, 2021. The number of Common LP Units to be issued to the contributor based on such conversion may be higher or lower than the initial valuation of the Series T LP Units. Accordingly, the aggregate purchase price used for the acquisition accounting noted in the tables above and below of $10.3 million, was determined to be the value assigned by a third-party appraisal, as the appraisal value was more reliably measurable. On August 3, 2021, the Operating Partnership acquired the Hilton Garden Inn Houston Bush Intercontinental Airport hotel property in Houston, Texas (the “Houston Property”) for contractual consideration comprised of $13.0 million in debt, $719,000 in cash paid at closing and the issuance of $6.9 million Series T LP Units of the Operating Partnership. The Series T LP Units will convert into Common LP Units of the Operating Partnership beginning 36 months, or in the event the Operating Partnership is then in the process of transacting a sale of the Operating Partnership’s assets or another significant capital event necessitating a conversion is then in process, up to 48 months, after August 3, 2021, at which point the value will be calculated pursuant to the terms of the Second Amended and Restated Contribution Agreement, dated August 3, 2021. The number of Common LP Units to be issued to the contributor based on such conversion may be higher or lower than the initial valuation of the Series T LP Units. Accordingly, the aggregate purchase price used for the acquisition accounting noted in the tables above and below of $19.9 million, was determined to be the value assigned by a third-party appraisal, as the appraisal value was more reliably measurable. In connection with the contribution of the Houston Property to the Operating Partnership, and pursuant to the Loan Agreement, dated as of August 3, 2021 (the “Original Loan Agreement”), the LF3 Houston, LLC and TRS Subsidiary (collectively, the “Borrower”) entered into a new $13.0 million loan with Legendary A-1 Bonds, LLC, (the “Original Lender”), which was secured by the Houston Property (the “Original HGI Houston Loan”). The Original Lender is an affiliate of Legendary Capital REIT III, LLC, the external advisor to the Company (the “Advisor”) which is owned by Norman Leslie and Corey Maple, each a director and executive officer of the Company and principal of the Advisor. The Original HGI Houston Loan was evidenced by a promissory note and had a fixed interest rate of 7.0% per annum. On September 2, 2021, the proceeds of the New HGI Houston Loan described below were used to refinance the Original HGI Houston Loan, and all outstanding obligations under the Original HGI Houston Loan were repaid in full without any fee or penalty and all commitments and guaranties in connection therewith have been terminated or released. On September 2, 2021, pursuant to the Business Loan Agreement, dated as of September 2, 2021 (the “New Loan Agreement”), the Borrower entered into a new $13.9 million loan with Choice Financial Group (the “New Lender”), which is secured by the Houston Property (the “New HGI Houston Loan”). The New Lender is not affiliated with the Company or the Advisor. The New HGI Houston Loan is evidenced by a promissory note and has a fixed interest rate of 3.85% per annum. The New HGI Houston Loan matures five years after the effective date. The HGI Houston Loan requires monthly payments of interest-only for the first 24 months of the loan, monthly payments of principal and interest for the next 35 months, with the outstanding principal and interest due at maturity. The Borrower has the right to prepay all or a portion of the New HGI Houston Loan at any time without penalty. The New Loan Agreement requires the maintenance of covenants concerning an annual debt service coverage ratio and the maintenance of a replacement reserve account after the first 12 months of the loan. The New Loan Agreement contains customary events of default, including payment defaults. If an event of default occurs under the New Loan Agreement, the New Lender may accelerate the repayment of amounts outstanding under the New Loan Agreement and exercise other remedies subject, in certain instances, to the expiration of applicable cure periods. Pursuant to the New Loan Agreement, the Operating Partnership entered into a Guaranty (the “OP Guaranty ”) On December 3, 2021, the Operating Partnership acquired the Sheraton Hotel Chicago Northbrook hotel property located in Northbrook, Illinois (the “Northbrook Property”) for contractual consideration comprised of $3.7 million in debt, the issuance by the Operating Partnership of $6.2 million Series T Limited Units of the Operating Partnership and $1.5 million in Common Limited Partnership Units of the Operating Partnership. The Series T LP Units will convert into Common LP Units of the Operating Partnership beginning 36 months, or at the option of the contributor, up to 48 months, after December 3, 2021, at which point the value will be calculated pursuant to the terms of an Amended & Restated Contribution Agreement dated December 3, 2021. The number of Common LP Units to be issued to the contributor based on such conversion may be higher or lower than the initial valuation of the Series T LP Units. Accordingly, the aggregate purchase price used for the acquisition accounting noted in the tables above and below of $11.4 million, was determined to be the value assigned by a third-party appraisal, as the appraisal value was more reliably measurable. 2020 Acquisitions On January 8, 2020, the Operating Partnership acquired the Fairfield Inn & Suites by Marriott hotel property in Lubbock, Texas (the “Lubbock Fairfield Inn Property”) for contractual consideration of $15.2 million. In connection with the acquisition, the Company assumed the existing loan secured by the property, which had an outstanding balance of $9.4 million at the time of the transaction. The loan has a fixed interest rate of 4.93% per annum, matures on April 6, 2029, and requires monthly payments of principal and interest with a balloon payment due at maturity. In connection with the acquisition, the Company also entered into an agreement with NHS to manage the property at terms consistent with the Company’s existing agreements with NHS. Additionally, the Company signed a new franchise agreement with Marriott that expires in August 2037. On February 21, 2020, the Operating Partnership acquired the Homewood Suites by Hilton hotel property in Southaven, Mississippi (the “Southaven Property”) for contractual consideration of $20.5 million. In connection with the acquisition, the Company entered into a $13.5 million term loan. The loan has a fixed interest rate of 3.70% per annum, matures on March 3, 2025, requires monthly payments of interest-only through March 31, 2021, and thereafter requires monthly payments of principal and interest with a balloon payment due at maturity. The loan requires the maintenance of certain financial covenants, and pursuant to the loan agreement, Corey Maple (the “Guarantor”), entered into a Guaranty, which is (i) a full recourse guarantee to the lender in certain circumstances, including the occurrence of certain events, including, without limitation, certain bankruptcy or insolvency proceedings involving the borrower, and (ii) recourse guarantee limited to the payment of all claims, actions, suits, damages, losses, expenses or other obligations actually incurred by the lender as a result of certain “bad boy” events, including criminal acts, fraud or misrepresentation in connection with the loan documents, damage to the collateral caused by gross negligence, reckless or intentional acts or omissions, or certain other intentional acts or omissions of the borrower or Guarantor, all as further described in the Guaranty. In connection with the acquisition the Company also entered a management agreement with Vista to provide property management and hotel operations management services. The agreement has an initial term expiring on February 21, 2025, which automatically renews for two successive five-year periods, unless terminated in accordance with its terms. The Company will pay Vista a base management fee for property management services equal to 3% of the prior month’s gross revenues, a monthly accounting fee of $1,000, and Vista may earn annual incentive management fees if certain growth and operational performance metrics are achieved. The aggregate purchase price for the hotel properties acquired during the years ended December 31, 2021 and 2020 were allocated as follows: December 31, December 31, 2021 2020 Land and land improvements $ 9,694,077 $ 2,576,166 Building and building improvements 58,503,137 31,605,174 Furniture, fixtures, and equipment 4,597,353 3,007,846 Total assets acquired 72,794,567 37,189,186 Premium on assumed debt — (597,665) Above market ground lease (1) (5,497,061) — Total liabilities assumed (5,497,061) (597,665) Total purchase price (2) 67,297,506 36,591,521 Assumed mortgage debt — 9,400,772 Net purchase price $ 67,297,506 $ 27,190,749 (1) The above market ground lease is recognized on the consolidated balance sheet within Other Liabilities. (2) Total purchase price includes purchase price plus all transaction costs. Above Market Ground Lease On December 3, 2021, in connection with the purchase of the Northbrook Property, the Company recorded an above market ground lease liability of $5,497,061, which was recognized on the consolidated balance sheet within Other Liabilities. The Company assumed the ground lease 15 years into a 59-year lease maturing in 2065. The yearly base rent, paid monthly, increases 3% every year through maturity. As of December 31, 2021, the estimated future minimum lease payments related to the above market ground lease for each of the years ending December 31 are as follows: 2022 $ 428,441 2023 441,294 2024 454,533 2025 468,169 2026 482,214 Thereafter 35,877,341 $ 38,151,993 |