
	2022		2021
Land	$	365,770	$	323,276
Lodging buildings and improvements	2,764,355		2,127,782
Intangible assets	39,954		10,834
Construction in progress	62,471		18,321
Furniture, fixtures and equipment	250,575		167,245
Real estate development loan (1)	—		27,595
	3,483,125		2,675,053
Less - accumulated depreciation and amortization	(690,573)		(583,080)
	$	2,792,552	$	2,091,973

(1) During the year ended December 31, 2019, we executed a mezzanine loan to provide financing of $29.9 million for a mixed-use development project that includes the AC/Element Hotel with 264 guestrooms, retail space, and parking. In connection with the mezzanine loan, we had an option to purchase a 90% equity interest in the AC/Element Hotel (the "Initial Purchase Option") upon completion of construction which occurred in December 2021. The mezzanine loan was classified as Investments in Lodging Property, net in our Consolidated Balance Sheet at December 31, 2021. See "Note 4 - Investment in Real Estate Loans" for further information. In June 2022, the balance of the mezzanine loan was extinguished with the exercise of the Initial Purchase Option to acquire the AC/Element Hotel as part of the Brickell Transaction as described below.


	Weighted Average Amortization Period (in Years)	2022		2021
Indefinite-lived Intangible assets:
Air rights	N/A	$	10,754	$	10,754
Other	N/A	80		80
		10,834		10,834
Finite-lived intangible assets:

Tax incentives(1)	9.2	19,750		—
Key money(1)	17.8	9,370		—


		29,120		—
Total intangible assets		39,954		10,834
Less - accumulated amortization		(5,110)		—
Intangible assets, net		$	34,844	$	10,834

In January and March 2022, the Operating Partnership and the GIC Joint Venture closed on a transaction with NewcrestImage Holdings, LLC, a Delaware limited liability company, and NewcrestImage Holdings II, LLC, a Delaware limited liability company (together, “NewcrestImage”), to purchase from NewcrestImage a portfolio of 27 lodging properties, containing an aggregate of 3,709 guestrooms, and two parking structures, containing 1,002 spaces and various financial incentives for an aggregate purchase price of $822.0 million (the "NCI Transaction"), paid in the form of 15,864,674 Common Units (deemed value of $10.0853 per unit), 2,000,000 preferred units of limited partnership of the Operating Partnership newly designated as 5.25% Series Z Cumulative Perpetual Preferred Units (Liquidation Preference $25 Per Unit) (the “Series Z Preferred Units”), cash draws totaling $410.0 million from a term loan entered into by subsidiaries of the Joint Venture, the assumption by a subsidiary of the Joint Venture of approximately $6.5 million in PACE loan debt, $5.9 million of cash contributed to escrow in the prior year by GIC, as a limited partner in the GIC Joint Venture, and approximately $185.2 million cash contributed by GIC at closing. GIC also contributed to the GIC Joint Venture an additional $18.5 million in cash for estimated pre-acquisition costs related to the NCI Transaction, a portion of which was distributed to the Operating Partnership as reimbursement for transaction costs paid by the Operating Partnership.

We valued the Common Units and Series Z Preferred Units at fair market value on the closing dates of the NCI Transaction, which resulted in us recording the issued Common Units and Series Z Preferred Units at $157.5 million and $50.0 million, respectively. The Common Units were recorded at the closing prices of our Common Stock on the closing dates since the Common Units are redeemable for shares of our Common Stock on a 1:1 basis. We estimated the fair value of the Series Z Preferred Units based on the features and stated dividend coupon of the Series Z Preferred Units relative to similar securities with more readily determinable market values. We recorded the Series Z Preferred Units at their redemption value of $50.0 million which approximates fair value on the closing dates.

Our GIC Joint Venture assumed $335.2 million of debt in connection with the NCI Transaction and immediately repaid $328.7 million of the assumed debt on the closing date using proceeds from borrowings on the GIC Joint Venture Term Loan (as described below). We recorded debt assumed in connection with the NCI Transaction at its face amount, which approximated fair market value on the closing date.

Our Joint Venture recorded the NCI Transaction as an asset acquisition and allocated the aggregate purchase price paid for the NCI Transaction to the net assets acquired based on their relative fair values. In determining relative fair values, we made significant estimates regarding replacement costs for the buildings and furniture, fixtures and equipment, and judgements related to certain market assumptions. Incentives and other intangibles include tax incentives totaling approximately $19.8 million associated with certain of the acquired properties in the NCI Transaction and are being amortized over a weighted average amortization period of approximately 9.1 years, which is the period in which we expect to meet the requirements to receive payment of the tax incentives. Other intangible assets totaling approximately $3.9 million are related to key money associated with certain of the hotel properties acquired in the NCI Transaction and are being amortized over a weighted average amortization period of approximately 19.7 years, which is the remaining key money contract period with the franchisor.

On June 10, 2022, we formed the Brickell Joint Venture (see "Note 9 - Non-controlling Interests and Redeemable Non-controlling Interests") to facilitate the exercise of our Initial Purchase Option to acquire a 90% equity interest in the AC/Element Hotel. The exercise price of the Initial Purchase Option was $89.0 million and was primarily funded with the conversion of the mezzanine loan of $29.9 million to equity, $7.9 million in cash and the assumption of debt.

On October 26, 2022 we formed the Onera Joint Venture (see "Note 9 - Non-controlling Interests and Redeemable Non-controlling Interests") to facilitate the acquisition of a 90% equity interest in the Onera Opportunity Fund I LP ("Onera") for $5.2 million in cash, plus additional contingent consideration limited to a maximum of $1.8 million, payable to the seller based on the performance of the property for the 12-month period ending July 31, 2023. The Onera Joint Venture has a 100% fee simple interest in real property and improvements consisting of 11 glamping lodging units and a 6.4-acre parcel of undeveloped land that will be developed as phase two of the lodging site in the future.

On May 1, 2021, the Company contributed a portfolio of six hotels containing 846 guestrooms to the GIC Joint Venture. The estimated market value of the portfolio of hotel properties was $172.0 million and GIC contributed $84.3 million in cash for its 49% interest in the GIC Joint Venture after the completion of the transfer of the six hotels. The transfer of the six hotel properties was recorded by the GIC Joint Venture at the Company's net book values as of the transfer date since the transaction was a transfer of assets between entities under common control. The excess of the $84.3 million of cash contributed by GIC over 49% of the net carrying amount of the assets transferred totaling $16.4 million was recorded in Additional paid-in capital. Transfer taxes of $1.8 million and legal costs of $0.3 million related to this transaction were recorded as Transaction costs during 2022. GIC paid 49%, or $0.9 million, of the $1.8 million transfer tax which is reflected in non-controlling interest on our Consolidated Statement of Operations.


Date Acquired	Franchise/Brand	Location	Guestrooms	Purchase Price
Year Ended December 31, 2022
January 13, 2022	Portfolio of properties - twenty-six hotel properties and two parking garages (1)	Various	3,533	$	766,000
March 23, 2022	Canopy Hotel by Hilton (1)	New Orleans, LA	176	56,000
June 10, 2022	AC/Element Hotel (2)	Miami (Brickell), FL	264	80,100
October 26, 2022	Independent (3)	Fredericksburg, TX	11	5,193
			3,984	$	907,293

Year Ended December 31, 2021
July 9, 2021	Residence Inn by Marriott (4)	Steamboat Springs, CO	110	$	33,000
December 21, 2021	Embassy Suites (4)	Tucson, AZ	120	25,500
			230	$	58,500

(1) On January 13, 2022, we acquired a portfolio of twenty-six hotels and two parking garages for an aggregate purchase price of 766.0 million. The hotels acquired included 21 hotels and two parking garages in Texas, two hotels in Louisiana, and three hotels in Oklahoma under the following brands: Marriott (13), Hilton (7), Hyatt (4), and IHG (2). On March 23, 2022, we acquired the Canopy New Orleans upon completion of its construction for a purchase price of $56.0 million.

(2) We acquired a 90% equity interest in the AC/Element Hotel for $80.1 million based on the exercise price of the Initial Purchase Option of $89.0 million. The transaction included the assumption of $47.0 million of debt resulting in a net consideration payment requirement of $42.0 million. We paid 90% of the required net consideration with the conversion of our $29.9 million mezzanine loan into equity and a cash payment of $7.9 million. The carrying amount of our Initial Purchase Option of $2.8 million is also included in the total amount allocated to the assets acquired. The Brickell Joint Venture partner’s non-controlling interest of $6.9 million represents 10% of the fair value of the net assets on the transaction date, determined by a third-party valuation expert based on discounted forecasted future cash flows of the net assets acquired. We also incurred $0.6 million of transaction costs. The result is a total amount allocated to the assets acquired of $95.1 million plus an intangible asset totaling $2.0 million related to the assumption of the franchises for the hotel properties and a related key money liability.

(3) On October 26, 2022, we completed the acquisition of a 90% equity interest in Onera Joint Venture which owns a high-end glamping property for $5.2 million based on aggregate purchase price of $5.8 million. We paid for our 90% in cash, plus $0.5 million of transaction costs. Additionally, the transaction includes additional contingent consideration (based on performance of the property for the 12-month period ending July 31, 2023) that is limited to a maximum of $1.8 million, payable to the seller. The Onera Joint Venture has a 100% fee simple interest in real property and improvements consisting of 11 glamping lodging units and a 6.4-acre parcel of undeveloped land that will be developed as phase two of the lodging site in the future.

(4) The net assets acquired in 2021 were purchased by our GIC Joint Venture for $58.5 million plus the purchase of $0.2 million of net working capital assets, capitalized transaction costs of $0.4 million, and restricted cash reserves of $5.1 million. Additionally, the Company assumed debt of $13.3 million and paid deferred financing costs totaling $0.2 million. We own a 51% controlling interest in these hotel properties through our GIC Joint Venture.


	2022		2021
Land	$	68,426	$	3,673
Lodging buildings and improvements	756,551		52,226
Intangible assets	25,642		—
Furniture, fixtures and equipment	82,730		2,946
Restricted cash reserves	—		5,118
Other assets	5,318		405
Total assets acquired	938,667		64,368
Debt assumed	(382,205)		(13,267)
Deferred financing costs	—		236
Lease liability assumed	(5,441)		—
Key Money and other liabilities	(5,892)		(214)
Net assets acquired (1)	$	545,129	$	51,123

(1) Total assets acquired is based on an aggregate purchase price of $907.3 million plus the following items related to the NCI Transaction: interest swap breakage fees and debt defeasance costs related to the NCI Transaction of $3.5 million, a reduction to the value of the Common Units issued related to the NCI Transaction on the closing date of $2.5 million, plus transaction costs of $3.0 million, and intangible assets totaling $9.0 million acquired outside of escrow; the following items related to the Brickell Transaction: Brickell Joint Venture partner’s non-controlling interest of $6.9 million; Brickell Joint Venture partner’s non-controlling interest share of the debt assumed as part of the transaction of $4.7 million, the assumption of intangible assets totaling $2.0 million, the carrying amount of our Initial Purchase Option of $2.9 million, and transactions costs of $0.6 million; and the following items related to the Onera Transaction: Onera Joint Venture partner's non-controlling interest of $0.8 million and $0.5 million of transaction costs.

The net assets acquired in 2021 were purchased for $58.5 million plus the purchase of $0.2 million of net working capital assets, capitalized transaction costs of $0.4 million, and restricted cash reserves of $5.1 million. Additionally, the Company assumed debt of $13.3 million and paid deferred financing costs totaling $0.2 million.

Subsequent to December 31, 2022, we entered into a purchase and sale agreement with a third-party to sell a portfolio of four lodging properties for $28.1 million. We reclassified the properties to Assets held for sale, net at December 31, 2022 and recorded a write-down of $2.9 million in the fourth quarter of 2022 for the excess of the net carrying amount of the portfolio of properties over the expected net selling price less costs to sell. In addition, we entered into a purchase and sale agreement with a third-party to sell a 6.0-acre parcel of undeveloped land for $1.3 million. We reclassified the property to Assets held for sale, net at December 31, 2022 and recorded a write-down of $0.3 million in the fourth quarter of 2022 for the excess of the net carrying amount of the undeveloped land over the expected net selling price less costs to sell. Subsequent to December 31, 2022, we also entered into an agreement for the sale of two lodging properties for $50.5 million. We reclassified the properties to Assets held for sale, net at December 31, 2022 and recorded a write-down of $7.2 million at December 31, 2022 for the excess of the net carrying amount of the properties over expected the net selling price less costs to sell.

During the years ended December 31, 2021 and 2020, the Company recorded charges to Loss on impairment and write-off of assets of $4.4 million and $1.8 million, respectively, on its purchase options related to real estate development loans. See "Part II – Item 8. – Financial Statements and Supplementary Data – Note 10 – Fair Value Measurement" for further information.