XML 27 R12.htm IDEA: XBRL DOCUMENT v3.22.2.2
Debt
6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Debt

5. Debt

Mortgage Loans, Net. As of June 30, 2022 and December 31, 2021, we had approximately $325.7 million and approximately $351.2 million of outstanding mortgage debt, respectively. The following table sets forth our mortgage debt obligations on our hotels.

 

 

Balance Outstanding as of

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

Prepayment

 

Maturity

 

Amortization

 

Interest

 

Property

2022

 

 

2021

 

 

Penalties

 

Date

 

Provisions

 

Rate

 

The DeSoto (1)

$

31,688,851

 

 

$

32,148,819

 

 

Yes

 

7/1/2026

 

25 years

 

4.25%

 

DoubleTree by Hilton Jacksonville
   Riverfront
 (2)

 

32,735,638

 

 

 

33,051,316

 

 

Yes

 

7/11/2024

 

30 years

 

4.88%

 

DoubleTree by Hilton Laurel (3)

 

7,598,227

 

 

 

8,175,215

 

 

None

 

5/5/2023

 

25 years

 

5.25%

 

DoubleTree by Hilton Philadelphia Airport (4)

 

40,061,330

 

 

 

40,734,077

 

 

None

 

10/31/2023

 

30 years

 

LIBOR plus 2.27%

 

DoubleTree by Hilton Raleigh-
   Brownstone University
(5)

 

-

 

 

 

18,300,000

 

 

Yes

 

8/1/2022

 

(5)

 

LIBOR plus 4.00%

 

DoubleTree Resort by Hilton Hollywood
   Beach
(6)

 

53,602,163

 

 

 

54,253,963

 

 

(6)

 

10/1/2025

 

30 years

 

4.913%

 

Georgian Terrace (7)

 

41,071,258

 

 

 

41,484,732

 

 

(7)

 

6/1/2025

 

30 years

 

4.42%

 

Hotel Alba Tampa, Tapestry Collection by Hilton (8)

 

25,000,000

 

 

 

17,383,397

 

 

None

 

6/30/2025

 

(8)

 

SOFR plus 2.75%

 

Hotel Ballast Wilmington, Tapestry Collection by Hilton (9)

 

32,157,162

 

 

 

32,604,948

 

 

Yes

 

1/1/2027

 

25 years

 

4.25%

 

Hyatt Centric Arlington (10)

 

48,496,016

 

 

 

48,990,136

 

 

Yes

 

10/1/2028

 

30 years

 

5.25%

 

Sheraton Louisville Riverside (11)

 

-

 

 

 

10,947,366

 

 

Yes

 

12/1/2026

 

25 years

 

4.27%

 

The Whitehall (12)

 

14,370,880

 

 

 

14,551,671

 

 

Yes

 

2/26/2023

 

25 years

 

PRIME plus 1.25%

 

Total Mortgage Principal Balance

$

326,781,525

 

 

$

352,625,640

 

 

 

 

 

 

 

 

 

 

Deferred financing costs, net

 

(1,211,110

)

 

 

(1,547,004

)

 

 

 

 

 

 

 

 

 

Unamortized premium on loan

 

79,907

 

 

 

92,247

 

 

 

 

 

 

 

 

 

 

Total Mortgage Loans, Net

$

325,650,322

 

 

$

351,170,883

 

 

 

 

 

 

 

 

 

 

 

(1)

The note amortizes on a 25-year schedule after an initial interest-only period of one year and is subject to a pre-payment penalty except for any pre-payments made within 120 days of the maturity date.

(2)

The note is subject to a pre-payment penalty until March 2024. Prepayment can be made without penalty thereafter.

(3)

The note is subject to an exit fee of 0.75% if prepaid on or after February 5, 2023. On July 15, 2021, we entered into a note modification agreement whereby the maturity date was extended from August 5, 2021 to May 5, 2022. On April 28, 2022, we entered into an additional note modification agreement whereby the maturity date was extended from May 5, 2022 to May 5, 2023.

(4)

The note bears a floating interest rate of 1-month LIBOR plus 2.27%, but we entered into a swap agreement to fix the rate at 5.237%. Under the swap agreement, notional amounts approximate the declining balance of the loan and we are responsible for any potential termination fees associated with early termination of the swap agreement.

(5)

The hotel was sold on June 10, 2022 and the mortgage was repaid in full in connection with that sale.

(6)

With limited exception, the note may not be prepaid prior to June 2025.

(7)

With limited exception, the note may not be prepaid prior to February 2025.

(8)

The note bears a floating interest rate of SOFR plus 2.75% subject to a floor rate of 2.75%; with monthly principal payments of $40,600; the note provides that the mortgage can be extended for two additional periods of one year each, subject to certain conditions. On July 11, 2022, we entered into a swap agreement to fix the rate at 5.576%. The swap agreement reflects notional amounts approximate to the declining balance of the loan and we are responsible for any potential termination fees associated with early termination of the swap agreement.

(9)

The note amortizes on a 25-year schedule after an initial interest-only period of one year and is subject to a pre-payment penalty except for any pre-payments made within 120 days of the maturity date.

(10)

Following a 5-year lockout, the note can be prepaid with penalty in years 6-10 and without penalty during the final 4 months of the term.

(11)

The hotel was sold on February 10, 2022.

(12)

The note bears a floating interest rate of New York Prime Rate plus 1.25% and is subject to prepayment penalty of 2.0% if prepaid after April 12, 2021 but on or before April 12, 2022 and 1.0% if prepaid after April 12, 2022 but on or before November 26, 2022. Pre-payment can be made without penalty thereafter.

As of June 30, 2022, the Company failed to meet certain financial covenants under the mortgage secured by The Whitehall. The Company has received a waiver of the financial covenants from the lender on The Whitehall mortgage through June 30, 2022.

 

Total future mortgage debt maturities for the remaining six and twelve-month periods, without respect to any extension of loan maturity or loan modification after June 30, 2022, were as follows:

 

Remaining six months ending December 31, 2022

 

3,464,599

 

December 31, 2023

 

67,635,041

 

December 31, 2024

 

37,355,389

 

December 31, 2025

 

115,740,671

 

December 31, 2026

 

57,877,486

 

December 31, 2027 and thereafter

 

44,708,339

 

Total future maturities

$

326,781,525

 

 

PPP Loans. The Operating Partnership and certain of its subsidiaries have received PPP Loans administered by the U.S. Small Business Administration pursuant to the CARES Act. Each PPP Loan has a term of two years, which may be extended to five years

and carries an interest rate of 1.00%. Equal payments of principal and interest begin no later than 10 months following origination of the loan and are amortized over the remaining term of the loan. Pursuant to the terms of the CARES Act, the proceeds of each PPP Loan may be used for payroll costs, mortgage interest, rent or utility costs. The promissory note for each PPP Loan contains customary events of default relating to, among other things, payment defaults and breach of representations and warranties or of provisions of the relevant promissory note. Under the terms of the CARES Act, each borrower can apply for and be granted forgiveness for all or a portion of the PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds in accordance with the terms of the CARES Act. No assurance is provided that any borrower will obtain forgiveness under any relevant PPP Loan in whole or in part.

 

On April 16, 2020, our Operating Partnership entered into a promissory note with Village Bank in connection with a PPP Loan and received proceeds of $333,500.

 

On April 28, 2020, we entered into a promissory note and received proceeds of $9,432,900 under a PPP Loan from Fifth Third Bank, National Association.

 

On May 6, 2020, we entered into a second promissory note with Fifth Third Bank, National Association and received proceeds of $952,700 under a PPP Loan.

 

As of June 30, 2022, applications for loan forgiveness totaling approximately $5.2 million have been filed, but no forgiveness has been received. At June 30, 2022, the PPP loans had a cumulative balance of approximately $7.6 million.

Secured Notes Financing. On December 31, 2020, we entered into the following agreements with KWHP SOHO, LLC, a Delaware limited liability company (“KW”), as collateral agent and an investor, and MIG SOHO, LLC, a Delaware limited liability company (“MIG” and together with KW, the "Investors"), as an investor: (i) a Note Purchase Agreement with the Investors; (ii) a Secured Note with KW in the amount of $10.0 million and a Secured Note with MIG in the amount of $10.0 million; (iii) a Pledge and Security Agreement with KW; (iv) a Board Observer Agreement with KW; and (v) other ancillary agreements. These agreements constitute a transaction whereby the Investors purchased $20.0 million in Secured Notes from the Operating Partnership.

 

On June 10, 2022, the Company used the proceeds from the sale of the Doubletree by Hilton Raleigh Brownstone-University hotel to partially repay the Secured Notes. The Investors received approximately $19.8 million of the proceeds from the sale of the hotel, of which approximately $13.3 million was applied toward principal, approximately $6.3 million was applied toward the exit fee owed under the Secured Notes, and approximately $0.2 million was applied toward accrued interest. Additionally, the terms of the Secured Notes allowed for the release of a portion of the interest reserves in the amount of approximately $1.6 million, of which approximately $1.1 million was applied toward principal and approximately $0.5 million was applied toward the exit fee.

On June 29, 2022, the Company used the proceeds from the refinance of the Hotel Alba Tampa, along with approximately $0.2 million of cash on hand as well as the balance of the interest reserve under the Secured Notes of approximately $0.5 million, to satisfy and pay in full the Secured Notes. The Investors received approximately $8.3 million in satisfaction of the Secured Notes, of which approximately $5.6 million was applied toward principal, approximately $2.6 million was applied toward the exit fee owed under the Secured Notes, and approximately $0.1 million was applied toward accrued interest. Concurrent with the cancellation of the Secured Notes, the following agreements were also terminated in accordance with their terms: (i) Note Purchase Agreement; (ii) Pledge and Security Agreement; (iii) Board Observer Agreement; and (iv) other related ancillary agreements.