INVESTMENT IN HOTEL PROPERTIES | 3. INVESTMENT IN HOTEL PROPERTIES Investment in hotel properties as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, 2022 2021 Land and land improvements $ 26,023,472 $ 20,034,309 Building and building improvements 182,503,766 144,883,150 Furniture, fixtures, and equipment 17,680,982 13,986,611 Finance ground lease assets 2,451,754 — Construction in progress 1,536,978 8,433 Investment in hotel properties, at cost 230,196,952 178,912,503 Less: accumulated depreciation (12,770,510) (9,487,728) Investment in hotel properties, net $ 217,426,442 $ 169,424,775 As of June 30, 2022, the Company owned fourteen hotel properties with an aggregate of 1,686 rooms located in nine states. Acquisitions of Hotel Properties The Company acquired three properties during the six months ended June 30, 2022 and four properties during the year ended December 31, 2021. 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 during the six months ended June 30, 2022. 2022 Acquisitions Number Date of Guest Purchase Transaction % Hotel Property Type Location Acquired Rooms Price Costs Total Interest Hampton Inn & Suites Limited-Service Fargo, ND January 18, 2022 90 $ 11,440,000 (1) $ 302,222 $ 11,742,222 100 % Courtyard by Marriott Select-Service El Paso, TX February 8, 2022 90 15,120,000 (2) 333,234 15,453,234 100 % Fairfield Inn & Suites Limited-Service Lakewood, CO March 29, 2022 142 18,800,000 (3) 390,753 19,190,753 100 % 322 $ 45,360,000 $ 1,026,209 $ 46,386,209 (1) Includes the issuance of $4,091,291 in Series T LP Units of the Operating Partnership. (2) Includes the issuance of $4,600,000 in Common Limited Partnership Units of the Operating Partnership. (3) Includes the issuance of $5,638,000 in Series T LP Units of the Operating Partnership. The table below outlines the details of the properties acquired during the year ended December 31, 2021. 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 (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. Ten of the hotel properties owned by the Company as of June 30, 2022 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 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. This agreement will automatically renew for two (2) successive five-year periods unless terminated earlier in accordance with its terms. The Houston Property and El Paso Airport Property are subject to a management agreement with Interstate Management Company, LLC (“Aimbridge”) with an initial term expiring on August 3 and February 8, respectively, of the third full calendar year following the effective date of the agreement. This agreement will automatically renew for additional successive terms of one year each unless terminated earlier in accordance with its terms. The Fargo Property is subject to a management agreement with KAJ Hospitality Inc. (“KAJ”) with an initial term of five years after its effective date, which automatically renews for successive one-year periods, unless terminated in accordance with its terms. Q2 2022 Year-to-Date Property Acquisitions Hampton Inn & Suites Fargo Medical Center – Fargo, North Dakota On January 18, 2022, the Operating Partnership acquired a Hampton Inn & Suites hotel property in Fargo, North Dakota (the “Fargo Property”) pursuant to an Amended and Restated Contribution Agreement (the “Fargo Amended Contribution Agreement”), dated as of the same date. The aggregate consideration under the Fargo Amended Contribution Agreement was $11.4 million plus closing costs of approximately $0.3 million, subject to adjustment as provided in the Fargo Amended Contribution Agreement. The consideration consists of a loan (the “Original Hampton Fargo Loan”) assumed by subsidiaries of the Operating Partnership with Legendary A-1 Bonds, LLC (the “Lender”), which is an affiliate of 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, in the amount of $7.2 million secured by the Fargo Property, the issuance by the Operating Partnership of approximately $4.1 million in Series T LP Units of the Operating Partnership, and the payment by the Operating Partnership of $150,000 in cash. 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, after January 18, 2022, at which point the value will be calculated pursuant to the terms of an Amended and Restated Contribution Agreement, dated January 18, 2022. 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. The assumed loan had a fixed interest rate of 7.0% per annum and matures on October 3, 2022, which could be extended by the Company for an additional one-year term upon satisfaction of certain conditions contained in the assumed loan agreement, including no then-existing event of default. On February 23, 2022, pursuant to the Business Loan Agreement, dated as of February 23, 2022 (the “New Loan Agreement”), the Company entered into a new $7.4 million loan with Western State Bank (the “New Lender”), which is secured by the Hampton Fargo (the “New Hampton Fargo Loan”). The New Lender is not affiliated with the Company or the Advisor. The New Hampton Fargo Loan is evidenced by a promissory note and has a fixed interest rate of 4.00% per annum. The New Hampton Fargo Loan matures five years after the effective date. The New Hampton Fargo Loan requires monthly payments of principal and interest, with the outstanding principal and interest due at maturity. The New Hampton Fargo Loan will move to monthly interest-only payments for 12 months once the PIP funds are placed on deposit with the New Lender and work on the PIP begins. The Company has the right to prepay all or a portion of the New Hampton Fargo Loan at any time without penalty. The Company used the proceeds of the New Hampton Fargo Loan to repay in full the Original Hampton Fargo Loan described above. The New Loan Agreement requires the maintenance of covenants concerning an annual debt service coverage ratio beginning for each fiscal year beginning December 31, 2023, the maintenance of a replacement reserve account beginning 30 days after loan origination and the monthly escrow for property taxes as further described in the New Loan Agreement. The New Loan Agreement contains customary events of default, including payment defaults, as further described therein. 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”) with the New Lender to guarantee payment when due of the loan amount and the performance of the agreements of Borrower contained in the loan documents, as further described in the OP Guaranty. Further, Corey Maple, a director and executive officer of the Company, entered into a Guaranty (the “Maple Guaranty”) with the New Lender to guarantee payment, when due, of the loan amount and any additional amounts due by the Borrower under the loan documents at that time, as further described in the Maple Guaranty. In connection with the acquisition, the Company entered into a Management Agreement with KAJ Hospitality Inc. (“KAJ”) (the “KAJ Management Agreement”) to provide property management and hotel operations management services for the Fargo Property. The KAJ Management Agreement has an initial term of five years after its effective date, which automatically renews for successive one-year periods, unless terminated in accordance with its terms. Pursuant to the KAJ Management Agreement, the Company agrees to pay to KAJ a management fee equal to 3.0% of total revenues plus an accounting fee of $14.00 per room for accounting services, payable monthly. KAJ may also receive incentive management fees if certain performance metrics are achieved. The Company also reimburses KAJ for certain costs of operating the property incurred on behalf of the Company. All reimbursements are paid to KAJ at cost. T he KAJ Management Agreement may be terminated upon the occurrence of an Event of Default (as defined in the KAJ Management Agreement), subject in certain cases to applicable notice and cure periods as described in the KAJ Management Agreement. The Company may terminate the KAJ Management Agreement if certain performance metrics are not met by KAJ. The Company funded the acquisition of the Fargo Property with proceeds from its ongoing private offerings, Series T LP Units issued to the Contributor as described above, and an assumed loan secured by the Fargo Property. The Fargo Property is a 90-room property. Courtyard El Paso Airport – El Paso, Texas On February 8, 2022, the Operating Partnership acquired a Courtyard by Marriott hotel property in El Paso, Texas (the “El Paso Airport Property”) pursuant to an Amended and Restated Contribution Agreement (the “El Paso Airport Amended Contribution Agreement”), dated as of the same date. The aggregate consideration under the El Paso Airport Amended Contribution Agreement was $15.1 million plus closing costs of approximately $0.3 million, subject to adjustment as provided in the El Paso Airport Amended Contribution Agreement. The consideration consisted of a new loan entered into by subsidiaries of the Operating Partnership with Legendary A-1 Bonds, LLC (the “Lender”), which is an affiliate of 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 El Paso Airport Loan”), in the amount of $10.0 million secured by the El Paso Airport Property, the issuance by the Operating Partnership of approximately $4.6 million in Common Limited Units of the Operating Partnership, and the payment by the Operating Partnership of $620,000 in cash. The Original El Paso Airport Loan had a fixed interest rate of 7.0% per annum and matured on February 7, 2023, which could be extended by the Company for an additional one-year term upon satisfaction of certain conditions contained in the Original El Paso Airport Loan agreement, including no then-existing event of default. The Original El Paso Airport Loan requires monthly payments of interest-only throughout the term, with the outstanding principal and interest due at maturity. The Company had the right to prepay the Original El Paso Airport Loan in full at any time without a fee. The Original El Paso Airport Loan required Borrower to fund an insurance and tax reserve account at closing. On May 13, 2022, the proceeds of the New El Paso Airport Loan described below were used to refinance the Original El Paso Airport Loan, and all outstanding obligations under the Original El Paso Airport Loan were repaid in full without any fee or penalty and all commitments and guaranties in connection therewith have been terminated or released. On May 13, 2022, pursuant to the Business Loan Agreement, dated as of May 13, 2022 (the “New El Paso Airport Loan Agreement”), subsidiaries of the Operating Partnership entered into a new $10.0 million loan with Western Alliance Bank (the “New El Paso Airport Lender”), which is secured by the El Paso Airport Property (the “New El Paso Airport Loan”). The New El Paso Airport Lender is not affiliated with the Company or the Advisor. The New El Paso Airport Loan is evidenced by a promissory note and has a fixed interest rate of 6.01% per annum. The New El Paso Airport Loan matures five years after the effective date. The New El Paso Airport Loan requires 18 monthly interest-only payments followed by monthly payments of principal and interest, with the outstanding principal and interest due at maturity. The borrower has the right to prepay the entire New El Paso Airport Loan on certain permitted prepayment dates with a 30-day The New El Paso Airport Loan Agreement requires the maintenance of covenants concerning a quarterly debt service coverage ratio and a quarterly debt yield beginning for each fiscal quarter beginning June 30, 2023 through March 31, 2025. The New El Paso Airport Loan Agreement contains customary events of default, including payment defaults, as further described therein. If an event of default occurs under the New El Paso Airport Loan Agreement, the New El Paso Airport Lender may accelerate the repayment of amounts outstanding under the New El Paso Airport 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”) with the New El Paso Airport Lender to guarantee payment when due of the loan amount and the performance of the agreements of borrower contained in the loan documents, as further described in the OP Guaranty. In connection with the acquisition, the Company entered into a Management Agreement with Aimbridge Hospitality, LLC (“Aimbridge”) (the “Aimbridge Management Agreement”) to provide property management and hotel operations management services for the El Paso Airport Property. The Aimbridge Management Agreement has an initial term of five years after its effective date, which automatically renews for successive one-year periods, unless terminated in accordance with its terms. Pursuant to the Aimbridge Management Agreement, the Company agrees to pay to Aimbridge a management fee equal to 3% of total revenues, an accounting fee of $3,000 for accounting services, payable monthly, which amount will increase annually by 3% on January 1 of each fiscal year beginning on January 1, 2023. Aimbridge will also receive additional fees of $2,550 per month for customized accounting services, revenue management and digital marketing, which amount will increase annually by 3% on January 1 of each fiscal year beginning on January 1, 2023. Aimbridge may also receive incentive management fees if certain performance metrics are achieved. The Company also reimburses Aimbridge for certain costs of operating the property incurred on behalf of the Company. All reimbursements are paid to Aimbridge at cost. T he Aimbridge Management Agreement may be terminated upon the occurrence of an Event of Default (as defined in the Aimbridge Management Agreement), subject in certain cases to applicable notice and cure periods as described in the Aimbridge Management Agreement. The Company may terminate the Aimbridge Management Agreement in connection with the sale of the El Paso Airport Property upon at least ninety days’ written notice to Aimbridge and the payment of a termination fee, the amount of which varies depending on the timing of such termination. The Company funded the acquisition of the El Paso Airport Property with proceeds from its ongoing private offerings, Common Limited Units issued to the Contributor as described above, and the Original El Paso Airport Loan secured by the El Paso Airport Property, which was subsequently replaced with the New El Paso Airport Loan described above. The El Paso Airport Property is a 90-room property. Fairfield Inn & Suites Denver Southwest Lakewood – Lakewood, Colorado On March 29, 2022, the Operating Partnership acquired a Fairfield Inn & Suites hotel property in Lakewood, Colorado (the “Lakewood Property”) pursuant to an Amended Contribution Agreement (the “Lakewood Amended Contribution Agreement”), dated as of March 22, 2022. The aggregate consideration under the Lakewood Amended Contribution Agreement was $19.4 million plus closing costs of approximately $0.4 million, subject to adjustment as provided in the Lakewood Amended Contribution Agreement. The consideration consists of a new loan (the “New Lakewood Loan Agreement”) entered into by subsidiaries of the Operating Partnership with Legendary A-1 Bonds, LLC (the “Lender”), which is an affiliate of 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, in the amount of $12.6 million secured by the Lakewood Property, the issuance by the Operating Partnership of approximately $6.2 million in Series T LP Units of the Operating Partnership, and the payment by the Operating Partnership of $552,000 in cash, the use and disbursement of, which is subject to the review and discretion 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 March 29, 2022, at which point the value will be calculated pursuant to the terms of an Amended and Restated Contribution Agreement, dated March 29, 2022. 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 $18.8 million, was determined to be the value assigned by a third-party appraisal, as the appraisal value was more reliably measurable. The new loan has a fixed interest rate of 7.0% per annum and matures on March 28, 2023, which may be extended by us for an additional one-year term upon satisfaction of certain conditions contained in the New Lakewood Loan Agreement, including no then-existing event of default. The new loan requires monthly payments of interest-only throughout the term, with the outstanding principal and interest due at maturity. The Company has the right to prepay the new loan in full at any time without a fee. The new loan requires Borrower to fund an insurance and tax reserve account at closing. In addition to the $12.6 million loan, there is a $1.2 million loan guaranteed by RLC-VI Lakewood, LLC and Rockies Lodging Capital, LLC with a fixed interest rate of 7.0% per annum and matures on May 28, 2022 with the ability to extend to June 28, 2022. The amount not repaid as of June 28, 2022 (1) will offset the conversion value at a rate of 1.75:1 at the time of the conversion event, and (2) will be repaid in Common Limited Units at the conversion event in an amount as defined in the New Lakewood Loan Agreement, the conversion event as defined in the Lakewood Amended Contribution Agreement, and the Conversion Cap Rate, as defined in the Lakewood Amended Contribution Agreement, has increased from 8.25% to 8.75%. As of June 30, 2022, there was a $399,914 balance outstanding on this loan. In connection with the acquisition, the Company entered into a Management Agreement with NHS, LLC dba National Hospitality Services (“NHS”), an affiliate of the Advisor which is wholly-owned by Norman Leslie, a director and executive officer of the Company and a principal of the Advisor, to provide property management and hotel operations management services for the Lakewood Property. The agreement has an initial term expiring on December 31, 2027, which automatically renews for a period of five years on each successive five-year period, unless terminated in accordance with its terms. NHS earns a monthly base management fee for property management services equal to 3% of gross revenue, an accounting fee of $14.00 per room for accounting services, payable monthly, and an administrative fee equal to 0.60% of gross revenues for administrative and other services. The Company will also reimburse NHS for certain costs of operating the property incurred on behalf of the Company. All reimbursements are paid to NHS at cost, and the agreement can be terminated at any time without liquidated damages. The Company funded the acquisition of the Lakewood Property with proceeds from its ongoing private offerings, Series T LP Units issued to the Contributor as described above, and a new loan secured by the Lakewood Property. The Lakewood Property is a 142-room property and after receiving all necessary third-party approvals, the Lakewood Property will open for operation. The aggregate purchase price for the hotel properties acquired during the six months ended June 30, 2022 and the year ended December 31, 2021 were allocated as follows: June 30, December 31, 2022 2021 Land and land improvements $ 5,939,033 $ 9,694,077 Building and building improvements 37,254,411 58,503,137 Furniture, fixtures, and equipment 3,192,765 4,597,353 Total assets acquired 46,386,209 72,794,567 Above market ground lease (1) — (5,497,061) Total liabilities assumed — (5,497,061) Total purchase price (2) $ 46,386,209 $ 67,297,506 (1) The above market ground lease is recognized on the consolidated balance sheet within Other Liabilities as of December 31, 2021. See Above Market Ground Lease discussion below. (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 recognized 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 16 years into a 61-year lease maturing in 2067. The yearly base rent, paid monthly, increases annually by 3% on June 1 of each year. As of June 30, 2022, the Company’s finance lease had a discount rate of 7.75%. Upon adoption of ASU No. 2016-02 on January 1, 2022, the Company derecognized the above market ground lease liability by reclassifying it as a partial offset to the beginning right-of-use asset related to this financing lease. At adoption of the new standard, the Company recognized a lease liability of $7,975,757 and a right of use asset of $2,478,696, which included the derecognition of the above-market ground lease liability. For the six months ended June 30, 2022, the Company recognized interest expense of $310,605 and right-of-use amortization expense of $26,942 related to the finance lease. The following table reconciles the undiscounted cash flows for each of the next five years and total of the remaining years to the finance lease liability included in the Company’s consolidated balance sheet as of June 30, 2022. 2022 $ 220,647 2023 449,017 2024 462,487 2025 476,362 2026 490,653 Thereafter 39,754,268 Total finance lease payments 41,853,434 Interest (33,782,363) Present value of finance lease liabilities $ 8,071,071 |