UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q


 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended SeptemberJune 30, 20172020

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________to ___________


 

Commission file number 000-55778

 

MOODY NATIONAL REIT II, INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland 47-1436295
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer
Identification No.)
   
6363 Woodway Drive, Suite 110
Houston, Texas
 77057
(Address of Principal Executive Offices) (Zip Code)

 

(713) 977-7500
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

 


Title of each class

Trading Symbol(s)

Name of each exchange on which registered
None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes   No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes   No 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
(Do not check if a smaller reporting company) Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes  No 

 

As of November 7, 2017,August 5, 2020, there were 8,660,07913,630,429 shares of the Registrant’sregistrant’s common stock issued and outstanding.outstanding, consisting of 12,990,645 shares of Class A common stock, 159,092 shares of Class I common stock, and 480,692 shares of Class T common stock.

 

 

 

 

 

MOODY NATIONAL REIT II, INC. 
INDEX

Page
   

PART I - FINANCIAL INFORMATION

1Page
  
Item 1.Financial Statements (Unaudited)13
   
 Consolidated Balance Sheets (unaudited) as of SeptemberJune 30, 20172020 and December 31, 2016201913
   
 Consolidated Statements of Operations (unaudited) for the three and ninesix months ended SeptemberJune 30, 20172020 and 2016201924
   
 Consolidated Statement of Equity (unaudited) for the ninesix months ended SeptemberJune 30, 2017202035
   
 Consolidated Statements of Cash Flows (unaudited) for the ninesix months ended SeptemberJune 30, 20172020 and 2016201946
   
 Notes to Consolidated Financial Statements57
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2427
   
Item 3.Quantitative and Qualitative Disclosures about Market Risk3743
   
Item 4.Controls and Procedures3945
   
PART II - OTHER INFORMATION4046
  
Item 1.Legal Proceedings4046
   
Item 1A.Risk Factors4046
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds4450
   
Item 3.Defaults Upon Senior Securities4451
   
Item 4.Mine Safety Disclosures4451
   
Item 5.Other Information4451
   
Item 6.Exhibits4552

 

 

 

PART I — FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

ITEM 1.        FINANCIAL STATEMENTS

 

MOODY NATIONAL REIT II, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

       
  September 30,
2017
  December 31,
2016
 
ASSETS        
Investments in hotel properties, net $395,507,400  $99,989,740 
Cash and cash equivalents  11,533,620   19,577,312 
Restricted cash  16,550,930   1,870,304 
Accounts receivable, net of allowance for doubtful accounts of $33,000 and $3,000 as of September 30, 2017 and December 31, 2016, respectively  1,757,845   278,796 
Mortgage note receivable from related party  11,200,000   11,200,000 
Notes receivable from related parties  11,250,000    
Prepaid expenses and other assets  4,213,135   209,535 
Earnest money     2,000,000 
Deferred franchise costs, net of accumulated amortization of $29,658 and $15,656 at September 30, 2017 and December 31, 2016, respectively  1,037,409   234,344 
Due from related parties  4,257,589   398,743 
Total Assets $457,307,928  $135,758,774 
         
LIABILITIES AND EQUITY        
Liabilities:        
Notes payable, net of unamortized debt issuance costs of $5,192,454 and $931,498 as of September 30, 2017 and December 31, 2016, respectively $267,527,529  $69,043,502 
Accounts payable and accrued expenses  12,239,833   1,431,535 
Due to related parties  273,114    
Dividends payable  756,031   451,631 
Operating partnership distributions payable  8,305   2,668 
         
Total Liabilities  280,804,812   70,929,336 
         
Special Limited Partnership Interests  1,000   1,000 
         
Commitments and Contingencies        
         
Equity:        
         
Stockholders’ equity:        
Preferred stock, $0.01 par value per share; 100,000,000 shares authorized; no shares issued and outstanding      
Common stock, $0.01 par value per share; 1,000,000,000 shares authorized, 8,575,671 and 3,173,348 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively  85,757   31,733 
Additional paid-in capital  191,433,603   68,571,270 
Accumulated deficit  (20,907,066)  (4,154,395)
Total stockholders’ equity  170,612,294   64,448,608 
Noncontrolling interests in Operating Partnership  5,889,822   379,830 
Total Equity  176,502,116   64,828,438 
         
TOTAL LIABILITIES AND EQUITY $457,307,928  $135,758,774 
         

  

June 30,

2020

  

December 31,

2019

 
ASSETS        
Investments in hotel properties, net $435,295  $441,025 
Cash and cash equivalents  3,769   7,303 
Restricted cash  6,070   8,645 
Investment in marketable securities  2,476   5,936 
Accounts receivable, net of allowance for doubtful accounts of $35 at June 30, 2020 and 
December 31, 2019
  467   766 
Prepaid expenses and other assets  3,824   3,141 
Deferred franchise costs, net of accumulated amortization of $258 and $217 at June 30, 2020 and December 31, 2019, respectively  809   850 
Total Assets $452,710  $467,666 
         
LIABILITIES AND EQUITY        
Liabilities:        
Notes payable, net of unamortized debt issuance costs of $2,954 and $3,293 as of June 30, 2020 and December 31, 2019, respectively $237,796  $238,603 
Note payable to related party     2,894 
Accounts payable and accrued expenses  11,717   10,106 
Due to related parties, net  4,478   861 
Dividends payable  70   2,038 
Operating partnership distributions payable     47 
Total Liabilities  254,061   254,549 
         
Special Limited Partnership Interests  1   1 
         
Commitments and Contingencies        
         
Equity:        
         
Stockholders’ equity:        
Preferred stock, $0.01 par value per share; 100,000 shares authorized; no shares issued and outstanding      
Common stock, $0.01 par value per share; 1,000,000 shares authorized, 13,630 and 13,251 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively  136   133 
Additional paid-in capital  305,428   296,928 
Accumulated deficit  (110,704)  (88,258)
Total stockholders’ equity  194,860   208,803 
Noncontrolling interests in Operating Partnership  3,788   4,313 
Total Equity  198,648   213,116 
TOTAL LIABILITIES AND EQUITY $452,710  $467,666 

See accompanying notes to unaudited consolidated financial statements.


MOODY NATIONAL REIT II, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)(in thousands, except per share amounts)
(unaudited)

                  
 Three months ended
September 30,
  Nine months ended
September 30,
  Three months ended June 30,  Six months ended June 30, 
 2017  2016  2017  2016  2020  2019  2020  2019 
Revenue                  
Room revenue $6,124,800  $5,691,818  $14,863,606  $10,330,445  $6,048  $21,795  $20,229  $39,109 
Other hotel revenue  393,237   332,349   1,146,743   499,377   418   1,279   1,480   2,421 
Total hotel revenue  6,518,037   6,024,167   16,010,349   10,829,822   6,466   23,074   21,709   41,530 
Interest income from notes receivable  172,915      485,193    
Interest and dividend income  3   124   7   453 
Total revenue  6,690,952   6,024,167   16,495,542   10,829,822   6,469   23,198   21,716   41,983 
                                
Expenses                                
Hotel operating expenses  3,549,820   2,859,208   8,967,494   5,071,735   6,517   14,414   17,716   26,530 
Property taxes, insurance and other  302,619   288,600   851,245   491,356   1,774   1,648   3,535   3,016 
Depreciation and amortization  671,090   570,542   1,841,077   1,126,147   3,847   3,495   7,687   6,669 
Acquisition expenses  10,758,141   20,200   11,806,469   1,258,322      2,212      2,212 
Corporate general and administrative  356,214   360,453   1,508,700   1,035,154   1,483   1,508   3,289   3,130 
Total expenses  15,637,884   4,099,003   24,974,985   8,982,714   13,621   23,277   32,227   41,557 
                                
Operating income (loss)  (8,946,932)  1,925,164   (8,479,443)  1,847,108   (7,152)  (79)  (10,511)  426 
                                
Other expenses (income)                
Interest expense and amortization of debt issuance costs  979,051   1,460,654   2,578,320   2,328,712   3,003   3,233   6,038   6,319 
Loss (gain) on sale of marketable securities  403   (9)  440   (9)
Unrealized loss (gain) on change in fair value of investment in marketable securities  (1,785)  (126)  2,027   33 
Total other expenses  1,621   3,098   8,505   6,343 
                                
Income (loss) before income tax expense  (9,925,983)  464,510   (11,057,763)  (481,604)
Loss before income taxes  (8,773)  (3,177)  (19,016)  (5,917)
                                
Income tax expense (benefit)  111,000   (5,000)  (1,000)  165,000 
Income tax expense  24   46   37   96 
                                
Net income (loss)  (10,036,983)  469,510   (11,056,763)  (646,604)
Net loss  (8,797)  (3,223)  (19,053)  (6,013)
                                
(Income) loss attributable to noncontrolling interests in Operating Partnership  51,392   (3,098)  55,840   4,629 
Loss attributable to noncontrolling interests in Operating Partnership  199   85   435   163 
                                
Net income (loss) attributable to common stockholders $(9,985,591) $466,412  $(11,000,923) $(641,975)
Net loss attributable to common stockholders $(8,598) $(3,138) $(18,618) $(5,850)
                                
Per-share information – basic and diluted:                                
Net income (loss) attributable to common stockholders $(2.00) $0.21  $(2.50) $(0.44)
Net loss attributable to common stockholders $(0.63) $(0.27) $(1.38) $(0.52)
Dividends declared $0.44  $0.44  $1.31  $1.31  $0.00  $0.44  $0.29  $0.87 
Weighted average common shares outstanding  4,993,340   2,208,966   4,406,320   1,457,638   13,630   11,725   13,529   11,341 
                

See accompanying notes to unaudited consolidated financial statements.


MOODY NATIONAL REIT II, INC.
CONSOLIDATED STATEMENT OF EQUITY
NineSix months ended SeptemberJune 30, 20172020
(in thousands)
(unaudited)

                            
  Preferred Stock  Common Stock          Noncontrolling
Interests in
Operating
Partnership
     
  Number
of
Shares
  Par
Value
  Number
of
Shares
  Par
Value
  Additional
Paid-In
Capital
  Accumulated Deficit  Number
of
Units
  Value  Total
Equity
 
Balance at December 31, 2016    $   3,173,348  $31,733  $68,571,270  $(4,154,395)  18,000  $379,830  $64,828,438 
Issuance of common stock, net of offering costs        1,672,674   16,727   36,975,437            36,992,164 
Issuance of common stock in connection with Merger          3,648,776   36,488   84,164,190               84,200,678 
Issuance of operating partnership units in connection with Merger                    298,037   5,595,108   5,595,108 
Issuance of common stock pursuant to dividend reinvestment plan        65,873   659   1,626,482            1,627,141 
Stock-based compensation        15,000   150   96,224            96,374 
Net loss                 (11,000,923)     (55,840)  (11,056,763)
Dividends and distributions
declared
                 (5,751,748)     (29,276)  (5,781,024)
Balance at September 30, 2017    $   8,575,671  $85,757  $191,433,603  $(20,907,066)  316,037  $5,889,822  $176,502,116 
                                     
                            
  Preferred Stock  Common Stock        Noncontrolling Interests in
Operating
Partnership
    
  Number
of
Shares
  Par
Value
  Number
of
Shares
  Par
Value
  Additional
Paid-In
Capital
  Accumulated Deficit  Number
of
Units
  Value  Total
Equity
 
Balance at December 31, 2019    $   13,251  $133  $296,928  $(88,258)  316  $4,313  $213,116 
Issuance of common stock, net of offering costs        440   4   9,726            9,730 
Redemption of common stock        (120)  (1)  (2,747)           (2,748)
Issuance of common stock pursuant to dividend reinvestment plan        59      1,392            1,392 
Stock-based compensation              129            129 
Net loss                 (18,618)     (435)  (19,053)
Dividends and distributions declared                 (3,828)     (90)  (3,918)
Balance at June 30, 2020    $   13,630  $136  $305,428  $(110,704)  316  $3,788  $198,648 

See accompanying notes to unaudited consolidated financial statements.


MOODY NATIONAL REIT II, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

     
 Nine months ended
September 30,
  Six months ended June 30, 
 2017  2016  2020  2019 
Cash flows from operating activities                
Net loss $(11,056,763) $(646,604) $(19,053) $(6,013)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Adjustments to reconcile net loss to net cash provided by operating activities:        
Depreciation and amortization  1,841,077   1,126,147   7,687   6,669 
Amortization of debt issuance costs  188,585   841,974   339   600 
Deferred income tax  (1,000)  6,000 
Loss (gain) on sale of marketable securities  440   (9)
Unrealized loss on change in fair value of investment in marketable securities  2,027   33 
Stock-based compensation  96,374   248,686   129   130 
Changes in operating assets and liabilities:        
Restricted cash  (2,929,131)  (370,383)
Changes in operating assets and liabilities, net of acquisitions:        
Accounts receivable  (193,364)  (377,870)  299   (576)
Prepaid expenses and other assets  (30,989)  (192,845)  (683)  (520)
Accounts payable and accrued expenses  986,471   896,102   1,611   113 
Due from related parties  (2,741,064)  (23,500)  3,190   616 
Net cash provided by (used in) operating activities  (13,839,804)  1,507,707 
Net cash (used in) provided by operating activities  (4,014)  1,043 
                
Cash flows from investing activities                
Increase in restricted cash  (6,691,845)  (1,354,116)
Payment of deferred franchise costs     (100,000)
Due to related parties  2,000,000   (255,500)
Origination of notes receivable from Moody I  (37,754,276)   
Repayment of note receivable from related party     6,750 
Investment in marketable securities  (961)  (7,377)
Proceeds from the sale of marketable securities  1,954   4,160 
Improvements and additions to hotel properties  (227,474)  (140,648)  (1,915)  (3,950)
Acquisition of Moody I, net of cash acquired  (43,516,093)   
Acquisition of hotel property     (73,649,460)     (350)
Net cash used in investing activities  (86,189,688)  (75,499,724)  (922)  (767)
                
Cash flows from financing activities                
Proceeds from issuance of common stock  42,658,265   49,187,701   10,259   33,097 
Redemptions of common stock  (2,748)  (3,030)
Offering costs paid  (12,379,078)  (6,858,523)  (102)  (435)
Offering costs paid for issuance of operating partnership units     (36,043)
Dividends paid  (3,820,207)  (1,172,069)  (4,404)  (7,375)
Operating partnership distributions paid  (23,639)  (8,607)  (138)  (276)
Proceeds from note payable  70,000,000   101,250,000 
Repayment of notes payable     (56,250,000)  (1,146)  (15,227)
Repayment of notes payable to related party  (2,894)  (9,805)
Payment of debt issuance costs  (4,449,541)  (1,390,444)     (305)
Net cash provided by financing activities  91,985,800   84,722,015 
Net cash used in financing activities  (1,173)  (3,356)
                
Net change in cash and cash equivalents  (8,043,692)  10,729,998 
Cash and cash equivalents at beginning of period  19,577,312   1,580,967 
Cash and cash equivalents at end of period $11,533,620  $12,310,965 
Net change in cash and cash equivalents and restricted cash  (6,109)  (3,080)
Cash and cash equivalents and restricted cash at beginning of period  15,948   19,194 
Cash and cash equivalents and restricted cash at end of period $9,839  $16,114 
                
Supplemental Disclosure of Cash Flow Activity                
Interest paid $2,335,303  $1,488,847  $3,133  $5,723 
Income tax paid $  $229 
Supplemental Disclosure of Non-Cash Investing and Financing Activities                
Increase in accrued offering costs due to related party $305,745  $590,428  $427  $276 
Issuance of common stock from dividend reinvestment plan $1,627,141  $471,973  $1,392  $2,349 
Issuance of common stock in connection with Merger $91,219,400  $ 
Issuance of operating partnership units in connection with Merger $5,595,108  $450,540 
Assumption of notes payable in connection with Merger $132,744,983  $ 
Repayment of notes receivables from Moody I in connection with Merger $37,754,276  $ 
Assumption of note payable in connection with acquisition of hotel property $  $29,100 
Note payable to related party issued in connection with acquisition of hotel property $  $22,550 
Dividends payable $756,031  $347,685  $70  $1,834 
Operating partnership distributions payable $8,305  $2,582  $  $46 

 

See accompanying notes to unaudited consolidated financial statements.


MOODY NATIONAL REIT II, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SeptemberJune 30, 20172020
(unaudited)

 

1.Organization

1.            Organization

 

As discussed in Note 6, “Equity,” Moody National REIT II, Inc. (the “Company”) was formed on July 25, 2014, as a Maryland corporation and has elected to be taxed as a real estate investment trust (“REIT”) beginning with the year ended December 31, 2016. The Company has used, and expects to use, the proceeds from its initial public offering (as described below) to invest in a portfolio of hospitality properties focusing primarily on the premier-brand, select-service segment of the hospitality sector. To a lesser extent, the Company may also invest in hospitality-related real estate securities and debt investments. As discussed in Note 6, “Equity,” the Company was initially capitalized by Moody National REIT Sponsor, LLC (the “Sponsor”). The Company’s fiscal year end is December 31.

 

As of SeptemberJune 30, 2017,2020, the Company owned (1) interests in fourteenfifteen hotel properties located in six states comprising a total of 1,9412,123 rooms and (2) a loan with a current principal amount of $6,750,000 originated to an affiliate of Sponsor used to acquire a commercial property locatedinvestment in Katy, Texas, (3) a loan in the aggregate principal amount of $4,500,000 originated to an affiliate of Sponsor used to acquire a commercial property located in Houston, Texas and (4) a mortgage note receivable with a current principal amount of $11,200,000 from a related party.marketable securities valued at $2.5 million. For more information on the Company’s real estate investments, see Note 3, “Investment in Hotel Properties” and Note 4, “Notes Receivable.Properties.

 

On January 20, 2015, the Securities and Exchange Commission (the “SEC”) declared the Company’s registration statement on Form S-11 effective, and the Company commenced its initial public offering (the “Offering”), of up to $1,100,000,000$1.1 billion in shares of common stock consisting of up to $1,000,000,000$1.0 billion in shares of the Company’s common stock offered to the public, (the “Primary Offering”), at an initial offering price of $25.00 per share, and up to $100,000,000$100.0 million in shares offered to the Company’s stockholders pursuant to its distribution reinvestment plan (the “DRP”), at an initial offering price of $23.75 per share..

 

On March 16, 2017, the Company’s board of directors determined an estimated value per share of the Company’s common stock of $25.04 as of December 31, 2016. On June 26, 2017, the SEC declared effective the Company’s post-effective amendment to its registration statement for the Offering,Company’s initial public offering, which reallocated the Company’s shares of common stock asClass A common stock, $0.01 par value per share (“Class A Shares”), Class D common stock, $0.01 par value per share (“Class D Shares”), Class I common stock, $0.01 par value per share (“Class I Shares”), and Class T common stock, $0.01 par value per share (“Class T Shares”  and, together with the Class A Shares, the Class D Shares and the Class I Shares, the “Shares”) to be sold on a “best efforts”  basis. Accordingly,On January 16, 2018, the Company is currently offering its sharesAdvisor (as defined below) assumed responsibility for the payment of common stock (i) to the public in the Primary Offering at a purchase price equal to the estimated value per Class A Share of $25.04 as of December 31, 2016, plus applicableall selling commissions, and dealer manager fees subjectand stockholder servicing fees paid in connection with the Company’s public offering; provided, however that the Advisor intends to any applicable discounts, allrecoup the selling commissions, dealer manager fees and stockholder servicing fees that it funds through an increased acquisition fee, or “Contingent Advisor Payment,” as described in Note 7, “Related Party Arrangements.” 

On January 18, 2018, the prospectusCompany filed a registration statement on Form S-11 (Registration No. 333-222610) registering $990.0 million in any combination of the Shares to be sold on a “best efforts” basis in the Company’s follow-on public offering. The SEC declared the registration statement effective on July 19, 2018. The registration statement provided for the Offering and (ii)Company to continue to offer Shares in the follow-on offering on a continuous basis until July 19, 2021, subject to extension for an additional year by the Company’s board of directors (“Board”).            

On March 24, 2020, the Board approved the indefinite suspension of the sale of shares of the Company’s common stock in the Company’s follow-on offering due to the impact that the COVID-19 pandemic is having and is expected to continue to have in the Company’s stockholders pursuant to the DRP at a purchase price of $25.04, which is equal to the estimated value per Class A Share of $25.04 as of December 31, 2016.

The Class T Shares contain a conversion feature whereby upon the occurrence of a specified event (generally related to a Class T stockholder’s account having incurred a maximum of 8.5% in underwriting compensation), Class T Shares owned in a stockholder’s Class T account for a given offering will automatically convert to Class A Shares.

hotel properties. As of SeptemberJune 30, 2017,2020, the Company had received and accepted investors’ subscriptions for and issued 4,883,895an aggregate of 10.2 million shares in the Offering,Company’s initial public offering and follow-on offering, excluding shares issued in connection with the Company’s merger with Moody National REIT I, Inc. and including 100,938567,000 shares pursuant to the DRP, resulting in gross offering proceeds of $120,415,340.$234.6 million. As of June 30, 2020, the Company had accepted investors’ subscriptions for and issued 4.1 million shares in the follow-on offering, including 352,000 shares pursuant to the DRP, resulting in gross offering proceeds of $87.2 million for the follow-on offering.

 

The Company’s advisor is Moody National Advisor II, LLC (the “Advisor”), a Delaware limited liability company and an affiliate of the Sponsor. Pursuant to an advisory agreement among the Company, the OP (defined below) and the Advisor (the “Advisory Agreement”), and subject to certain restrictions and limitations therein, the Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

Substantially all of the Company’s business is conducted through Moody National Operating Partnership II, LP, a Delaware limited partnership (the “OP”). The Company is the sole general partner of the OP. The initial limited partners of the OP were Moody OP Holdings II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Moody Holdings II”), and Moody National LPOP II, LLC (“Moody LPOP II”), an affiliate of the Advisor. Moody Holdings II initially invested $1,000 in the OP in exchange for limited partnership interests, and Moody LPOP II has invested $1,000 in the OP in exchange for a separate class of limited partnership interests (the “Special Limited Partnership Interests”). As the Company accepts subscriptions for shares of common stock, it transfers substantially all of the net proceeds from such sales to the OP as a capital contribution. The limited partnership agreement of the OP provides that the OP will be operated in a manner that will enable the Company to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability and (3) ensure that the OP will not be classified as a “publicly traded partnership”  for purposes of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which classification could result in the OP being taxed as a corporation, rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by the OP in acquiring and operating real properties, the OP will paypays all of the Company’s administrative costs and expenses, and such expenses will beare treated as expenses of the OP.

Merger with Moody National REIT I, Inc.

 

On November 16, 2016,March 24, 2020, the Company along with the OP, the Advisor, Moody National REIT I, Inc.Board determined an estimated net asset value (“Moody I”), a Maryland corporation and a related party of the Company, Moody National Operating Partnership I, L.P., the operating partnership of Moody I (“Moody I OP”), Moody National Advisor I, LLC (“Moody I Advisor”), and Moody Merger Sub, LLC, the Company’s wholly owned subsidiary (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”). On September 27, 2017, pursuant to the Merger Agreement, Moody I merged with and into Merger Sub, with Merger Sub continuing as the “Surviving Entity” and the Company’s wholly owned subsidiary (the foregoing transaction, the “Merger”). In addition, pursuant to the Merger Agreement and Amendment No. 1 thereto, Moody I OP merged with and into the OP (the “Partnership Merger”), with the OP continuing as the surviving partnership (the “Surviving Partnership”NAV”) following the Partnership Merger. Unless context suggests otherwise, the Merger and the Partnership Merger together shall be the “Mergers.” The Mergers became effective on September 27, 2017 (the “Closing Date”).

At the effective time of the Merger on the Closing Date (the “REIT Merger Effective Time”), each issued and outstandingper share of Moody I common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the REIT Merger Effective Time was converted into the right to receive either (i) 0.41 Class A Shares (plus cash in lieu of any fractional shares of Moody II) (the “Stock Consideration”) or (ii) $10.25 in cash.

At the effective time of the Partnership Merger on the Closing Date (the “Partnership Merger Effective Time”), each issued and outstanding unit of limited partnership interest in Moody I OP was automatically cancelled and retired and converted into 0.41 Class A units of limited partnership interest in the Surviving Partnership. Each unit of limited partnership interest in the Moody I OP designated as a special partnership unit, pursuant to the Moody I OP’s limited partnership agreement, was automatically cancelled and retired and ceased to exist. Each outstanding unit of limited partnership interest in the OP remained as one unit of limited partnership interest in the Surviving Partnership, and each unit of limited partnership interest in the OP designated as a special partnership unit, pursuant to the limited partnership agreement of the OP, remained as one special unit in the Surviving Partnership.

A total of approximately 3.65 million Class A Shares were issued and a total of approximately $44.7 million in cash was paid to former stockholders of Moody I in connection with the Merger, and former Moody I stockholders owned approximately 43% of the diluted common equity of the Company subsequent to the Merger.

The Company and Moody I were each sponsored by the Sponsor. The Sponsor and its affiliates provides investment and advisory services to the Company, and previously provided such services to Moody I, pursuant to written advisory agreements.

Concurrently with the entry into the Merger Agreement, the Company, Moody I, Moody I OP, Moody I Advisor, Moody National Realty Company, L.P. (“Moody Realty”) and Moody OP Holdings I, LLC (“OP Holdings”), the holder of all outstanding special partnership units in Moody I OP, entered into a termination agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, at the REIT Merger Effective Time, the amended and restated advisory agreement, dated August 14, 2009, among Moody I, Moody I OP, Moody I Advisor and Moody Realty (the “Moody I Advisory Agreement”) was terminated and Moody I subsequently paid Moody I Advisor a payment of $5,580,685 (the “Moody I Advisor Payment”). The Moody I Advisor Payment was a negotiated amount that represents a reduction in the disposition fee to which the Moody I Advisor could have been entitled and a waiver of any other fees that the Moody I Advisor would have been due under the Moody I Advisory Agreement in connection with the Mergers. In addition, pursuant to the Termination Agreement, Moody I OP paid $613,751 to OP Holdings, which amount was the promote payment to which OP Holdings was entitled under the terms of the limited partnership agreement.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

The Company paid the Advisor an acquisition fee of $670,000 in connection with the Mergers, which amount was equal to 1.5% of the cash consideration paid to Moody I stockholders. Additionally, the Company paid the Advisor a financing coordination fee of $1,720,000 based on the loans assumed from Moody I in connection with the Merger, including the debt held by the Company related to the Marriott Courtyard Lyndhurst and the Townplace Suites Forth Worth.

During the first year following the consummation of the Mergers, if the Company sells a property that was previously owned by Moody I, then any disposition fee to which the Advisor would be entitled under the Advisory Agreement will be reduced by an amount equal to the portion of the Moody I Advisor Payment attributable to such property.

In connection with the Mergers, on February 2, 2017, the Company entered into a stockholder servicing coordination agreement (the “Stockholder Servicing Coordination Agreement”) with Moody Securities, LLC (“Moody Securities”), the dealer manager of the Offering and an affiliate of Advisor. Pursuant to the Stockholder Servicing Coordination Agreement, the Company paid to Moody Securities certain stockholder servicing fees (the “Stockholder Servicing Fees”) of up to $2.125 per shareclass of the Company’s common stock issued as Stock Consideration. All Stockholder Servicing fees were re-allowedof December 31, 2019 of $23.50.

COVID-19 Pandemic

The ongoing global pandemic of the novel coronavirus that causes the disease known as coronavirus disease 2019 (“COVID-19”) has had, and is expected to broker-dealers that provide ongoing financial advisory servicescontinue to Moody I stockholders following the Mergers and that entered into participating broker-dealer agreements with Moody Securities. The aggregate amount of Stockholder Servicing Fees is basedhave, a significant adverse effect on the number of sharesoperating results of the Company’s common stock issued as considerationhotel properties, which depend primarily upon revenues driven by business and leisure travel. A number of measures taken by governmental entities and employers intended to slow the transmission of COVID-19 have dramatically reduced business and leisure travel, and a result the demand for rooms at the Company’s hotel properties, including (i) restrictions on travel and public gatherings, quarantines and shelter-at-home orders, (ii) the postponement or cancellation of conventions, festivals, sporting events and other public events, (iii) the closure of amusement parks, museums, retail centers and other tourist attractions, and (iv) the closure of colleges and universities. These measures may be in place for a considerable period of time, and additional, more restrictive measures may be implemented in the Merger,future.

As of the date of this Quarterly Report, the Company had not ceased operations at any of its hotel properties. However, during the quarter ended June 30, 2020, the Company’s hotel properties experienced a significant decline in bookings and occupancy, resulting in a significant decrease in aggregate revenues generated by the properties as compared to the quarter ended June 30, 2019. If the decline in demand for rooms at the hotel properties continues, the Company may ultimately be required to close, or to give back to its respective lender, one or more hotel properties.

Each of the Company’s hotel properties is subject to a mortgage loan secured by the Company’s ownership interest in the property. If the Company is unable to service the mortgage loan secured by a hotel property due to decreased revenues generated by such property, the lender with respect to such mortgage loan may initiate foreclosure procedures with respect to the property or initiate other available remedies. As of June 30, 2020, Company was not current with respect to the payments due under the mortgage loans secured by the Company’s hotel properties and was approximately $7.0 million.engaged in discussions regarding modification of the terms of such mortgage loans with the lenders. As discussed in Note 5, “Debt,” certain of the Company’s lenders have agreed to limited loan modifications, including temporary deferrals of interest and principal payments. As of the date of this Quarterly Report, no lenders have accelerated the maturity of any loans or initiated foreclosure procedures with respect to any of the Company’s properties.

 

2.Summary of Significant Accounting Policies

The COVID-19 pandemic is a continually evolving situation and considerable uncertainty surrounds its ultimate consequences. The ongoing effects of the COVID-19 pandemic on the Company's operations continue to have a material adverse impact on its financial results and liquidity, and such adverse impact may continue well beyond the effective containment or mitigation of the pandemic, including beyond the development and distribution of vaccines and additional therapeutic treatments. Since the extent to which the COVID-19 pandemic impacts the Company’s operations will depend on future developments that are highly uncertain, including the severity and duration of the pandemic, the cities and geographic regions most severely impacted by the pandemic, and the extent and effectiveness of the measures taken on an international, national and local level to mitigate the pandemic’s impact, the Company cannot estimate the impact of the pandemic on its near- or longer-term financial or operational results with reasonable certainty.

 

8

2.Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

 

The Company’s consolidated financial statements include its accounts and the accounts of its subsidiaries over which it has control. All intercompany balances and transactions are eliminated in consolidation.

The Company prepares its consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X promulgated under Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation in accordance with GAAP have been included. Results for the three months ended September 30, 2017 may not be indicative of the results that may be expected for the full year of 2017. For further information, please read the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

The Company includes the accounts of certain entities in its consolidated financial statements when the Company is the primary beneficiary for entities deemed to be variable interest entities (each, a “VIE”) through which the Company has a controlling interest. Interests in entities acquired are evaluated based on GAAP, which require the consolidation of VIEs in which the Company is deemed to have the controlling financial interest. The Company has the controlling financial interest if the Company has the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or receive benefits from the VIE that could be significant to the Company. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which the Company has control and/or substantive participating rights under the respective ownership agreement. There are judgments and estimates involved in determining if an entity in which the Company has an investment is a VIE. The entity is evaluated to determine if it is a VIE by, among other things, determining if the equity investors as a group have a controlling financial interest in the entity and if the entity has sufficient equity at risk to finance its activities without additional subordinated financial support. The Company did not have a VIE interest as of September 30, 2017.

Use of Estimates

 

The preparation of consolidated financial statements in conformity with GAAPU.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

Organization and Offering Costs

 

Organization and offering costs of the Company are paid directly by the Company or may be incurred by the Advisor on behalf of the Company. Pursuant to the Advisory Agreement between the Company and the Advisor, the Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs incurred by the Advisor associated with each of the Company’s public offerings, provided that within 60 days of the last day of the month in which a public offering ends, the Advisor is obligated to reimburse the Company to the extent aggregate organization and offering costs incurred by the Company in connection with the completed public offering exceed 15.0% of the gross offering proceeds from the sale of the Company’s shares of common stock in the completed public offering. Such organization and offering costs include selling commissions and dealer manager fees paid to a dealer manager, legal, accounting, printing and other offering expenses, including marketing, salaries and direct expenses of the Advisor’s employees and employees of the Advisor’s affiliates and others. Any reimbursement of the Advisor or its affiliates for organization and offering costs will not exceed actual expenses incurred by the Advisor. The Company’s organization and offering costs incurred in connection with the Company’s initial public offering did not exceed 15% of the gross offering proceeds from the sale of shares of common stock in such offering.

 

All offering costs, including selling commissions and dealer manager fees, are recorded as an offset to additional paid-in-capital, and all organization costs are recorded as an expense when the Company has an obligation to reimburse the Advisor.


 

As of SeptemberJune 30, 2017,2020, total offering costs for the Offeringinitial public offering and the follow-on offering were $16,282,794,$21.1 million, comprised of $12,033,763$12.3 million of offering costs incurred directly by the Company and $4,249,031$8.8 million in offering costs incurred by and reimbursable to the Advisor. Total offering costs for the initial public offering were $18.4 million, comprised of $12.3 million of offering costs incurred directly by the Company and $6.1 million in offering costs incurred by and reimbursable to the Advisor. As of SeptemberJune 30, 2017,2020, total offering costs for the follow-on offering were $2.7 million, comprised of $0 of offering costs incurred directly by the Company and $2.7 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2020, the Company had $22,033$141,000 due fromto the Advisor for reimbursable offering costs.

 

Income Taxes

 

The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2016. The Company did not meet all of the qualifications to be a REIT under the Internal Revenue Code for the years ended December 31, 2015 and 2014, including not having 100 shareholders for a sufficient number of days in 2015. Prior to qualifying to be taxed as a REIT, the Company iswas subject to normal federal and state corporation income taxes.

 

Provided that the Company continues to qualify as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes its REIT taxable income to its stockholders, so long as it distributes at least 90% of its REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) and satisfies the other organizational and operational requirements for qualification as a REIT. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. The Company leases the hotels it acquires to a wholly-owned taxable REIT subsidiary (“TRS”) that is subject to federal, state and local income taxes.

 

The Company accounts for income taxes of its TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period prior to when the new rates become effective. The Company records a valuation allowance for net deferred tax assets that are not expected to be realized.

 

The Company has reviewed tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination. The Company had no material uncertain tax positions as of SeptemberJune 30, 2017.2020.

 

The preparation of the Company’s various tax returns requires the use of estimates for federal and state income tax purposes. These estimates may be subjected to review by the respective taxing authorities. A revision to an estimate may result in an assessment of additional taxes, penalties and interest. At this time, a range in which the Company’s estimates may change is not expected to be material. The Company will account for interest and penalties relating to uncertain tax positions in the current period results of operations, if necessary. The Company has tax years 20122014 through 20162018 remaining subject to examination by various federal and state tax jurisdictions. For more information, see Note 11, “Income Taxes.”

Fair Value Measurement

 

Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1:   Observable inputs such as quoted prices in active markets.

Level 1:Observable inputs such as quoted prices in active markets.

MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

Level 2:Directly or indirectly observable inputs, other than quoted prices in active markets.

 

Level 2:   Directly or indirectly observable inputs, other than quoted prices in active markets.

Level 3:   Unobservable inputs in which there is little or no market data, which require a reporting entity to develop its own assumptions.

Level 3:Unobservable inputs in which there is little or no market data, which require a reporting entity to develop its own assumptions.

 

Assets and liabilities measured at fair value are based on one or more of the following valuation techniques:

 

Market approach:Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Cost approach:Amount required to replace the service capacity of an asset (replacement cost).

Income approach:Techniques used to convert future income amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models).

 

The Company’s estimates of fair value were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. The Company classifies assets and liabilities in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement.

 

The Company has elected not to use the fair value option in recording its investment in marketable securities whereby unrealized holding gains and losses on available-for-sale securities are included in earnings. With the exception of the Company’s fixed-rate notes receivable from related parties and notes payable, the carrying amounts of other financial instruments, which include cash and cash equivalents, restricted cash, accounts receivable, notes receivable, notes payable, and accounts payable and accrued expenses. With the exception of the Company’s fixed-rate notes receivable from related parties and notes payable, the carrying amounts of these financial instrumentsexpenses, approximate their fair values due to their short-term nature. For the fair value of the Company’s mortgage note receivable from related parties and notes payable, see Note 4, “Notes Receivable”Receivable from Related Parties,” and Note 5, “Debt.”

Concentration of Credit Risk

 

As of SeptemberJune 30, 2017,2020, the Company had cash and cash equivalents and restricted cash deposited in certain financial institutions in excess of federally insured levels. The Company diversifies its cash and cash equivalents with several banking institutions in an attempt to minimize exposure to any one of these institutions. The Company regularly monitors the financial stability of these financial institutions and believes that it is not exposed to any significant credit risk in cash and cash equivalents or restricted cash.

 

The Company is also exposed to credit risk with respect to its notes receivable from related parties. The failure of the any of the borrowers on the notes receivable from related parties to make payments of interest and principal when due, or any other event of default under the notes receivable from related parties, would have an adverse impact on the Company’s results of operations.

 

The Company is exposed to geographic risk in that eightnine of its fourteenfifteen hotel properties are located in one state, Texas.

 

Valuation and Allocation of Hotel Properties — Acquisition

 

Upon acquisition, the purchase price of hotel properties is allocated to the tangible assets acquired, consisting of land, buildings and furniture, fixtures and equipment, any assumed debt, identified intangible assets and asset retirement obligations, if any, based on their fair values. Acquisition costs are charged to expense as incurred. Initial valuations are subject to change during the measurement period, but the measurement period ends as soon as the information is available. The measurement period shall not exceed one year from the acquisition date.


 

Land values are derived from appraisals and building values are calculated as replacement cost less depreciation or estimates of the relative fair value of these assets using discounted cash flow analyses or similar methods. The value of furniture, fixtures and equipment is based on their fair value using replacement costs less depreciation. Any difference between the fair value of the hotel property acquired and the purchase price of the hotel property is recorded as goodwill or gain on acquisition of hotel property.

 

The Company determines the fair value of any assumed debt by calculating the net present value of the scheduled mortgage payments using interest rates for debt with similar terms and remaining maturities that the Company believes it could obtain at the date of acquisition. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining life of the loan as interest expense.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

 

In allocating the purchase price of each of the Company’s properties, the Company makes assumptions and uses various estimates, including, but not limited to, the estimated useful lives of the assets, the cost of replacing certain assets and discount rates used to determine present values. The Company uses Level 3 inputs to value acquired properties. Many of these estimates are obtained from independent third party appraisals. However, the Company is responsible for the source and use of these estimates. These estimates require judgment and are subject to being imprecise; accordingly, if different estimates and assumptions were derived, the valuation of the various categories of the Company’s hotel properties or related intangibles could in turn result in a difference in the depreciation or amortization expense recorded in the Company’s consolidated financial statements. These variances could be material to the Company’s results of operations and financial condition.

Valuation and Allocation of Hotel Properties — Ownership

 

Investment in hotel properties is recorded at cost less accumulated depreciation. Major improvements that extend the life of an asset are capitalized and depreciated over a period equal to the shorter of the life of the improvement or the remaining useful life of the asset. The costs of ordinary repairs and maintenance are charged to expense when incurred.

 

Depreciation expense is computed using the straight-line method based upon the following estimated useful lives:

Estimated
Useful Lives
(years)
Buildings and improvements39-40
Exterior improvements10-20
Furniture, fixtures and equipment5-10

 

Impairments

 

The Company monitors events and changes in circumstances indicating that the carrying amount of a hotel property may not be recoverable. When such events or changes in circumstances are present, the Company assesses potential impairment by comparing estimated future undiscounted cash flows expected to be generated over the life of the asset from operating activities and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted cash flows, the Company recognizes an impairment loss to adjust the carrying amount of the asset to estimated fair value for assets held for use and fair value less costs to sell for assets held for sale. There were no such impairment losses for the three or nineand six months ended SeptemberJune 30, 2017.2020 and 2019.

 

In evaluating a hotel property for impairment, the Company makes several estimates and assumptions, including, but not limited to, the projected date of disposition of the property, the estimated future cash flows of the property during the Company’s ownership and the projected sales price of the property. A change in these estimates and assumptions could result in a change in the estimated undiscounted cash flows or fair value of the Company’s hotel property which could then result in different conclusions regarding impairment and material changes to the Company’s consolidated financial statements.

 

12

Revenue Recognition

 

Hotel revenues, including room, food, beverage and other ancillary revenues, are recognized as the related services are delivered. Revenue is recorded net of any sales and other taxes collected from customers. Interest income is recognized when earned. Amounts received prior to guest arrival are recorded as advances from the customer and are recognized at the time of occupancy.

 

Cash and Cash Equivalents

 

Cash and cash equivalents represent cash on hand or held in banks and short-term investments with an initial maturity of three monthsyears or less at the date of purchase.

 

Restricted Cash

 

Restricted cash includes reserves for property taxes, as well as reserves for property improvements, replacement of furniture, fixtures, and equipment and debt service, as required by certain management or mortgage and term debt agreements restrictions and provisions.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)Investment in Marketable Securities

 

Investment in marketable securities of $2.5 million and $5.9 million at June 30, 2020 and December 31, 2019, respectively, consists primarily of common stock investments in other REITs and which are classified as available-for-sale securities and recorded at fair value. The Company has elected the fair value option whereby unrealized holding gains and losses on available-for-sale securities are included in earnings. For the three months ended June 30, 2020 and 2019, unrealized gain on change in fair value of investment in marketable securities was $1.8 million and $126,000, respectively. For the six months ended June 30, 2020 and 2019, unrealized loss on change in fair value of investment in marketable securities was $2.0 million and $33,000, respectively. For the three months ended June 30, 2020 and 2019, realized (loss) gain on sale of marketable securities was $(403,000) and $9,000, respectively. For the six months ended June 30, 2020 and 2019, realized (loss) gain on sale of marketable securities was $(440,000) and $9,000, respectively.

Dividend income is recognized when earned. For the three months ended June 30, 2020 and 2019, dividend income of $3,000 and $59,000, respectively, was recognized and is included in interest and dividend income on the consolidated statements of operations. For the six months ended June 30, 2020 and 2019, dividend income of $7,000 and $188,000, respectively, was recognized and is included in interest and dividend income on the consolidated statements of operations.

Accounts Receivable

 

The Company takes into consideration certain factors that require judgments to be made as to the collectability of receivables. Collectability factors taken into consideration are the amounts outstanding, payment history and financial strength of the customer, which, taken as a whole, determines the valuation. Ongoing credit evaluations are performed and an allowance for potential credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible.

 

Impairment of Notes Receivable from Related Parties

 

The Company reviews the notes receivable from related parties for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts recorded as assets on the consolidated balance sheets. The Company applies normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment.

When a loan is impaired, the Company measures impairment based on the present value of expected cash flows discounted at the loan’s effective interest rate against the value of the asset recorded on the consolidated balance sheets. The Company may also measure impairment based on a loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. If a loan is deemed to be impaired, the Company records a valuation allowance through a charge to earnings for any shortfall. The Company’s assessment of impairment is based on considerable judgment and estimates. The Company did not record a valuation allowance during the nine months ended Septemberas of June 30, 2017.2020 and December 31, 2019.

13

 

Prepaid Expenses and Other Assets

Prepaid expenses include prepaid property insurance and hotel operating expenses. Other assets include the Company’s deferred income tax asset.

Deferred Franchise Costs

 

Deferred franchise costs are recorded at cost and amortized over the term of the respective franchise contract on a straight-line basis. Accumulated amortization of deferred franchise costs was $29,658$258,000 and $15,656$217,000 as of SeptemberJune 30, 20172020 and December 31, 2016,2019, respectively.

Expected future amortization of deferred franchise costs as of SeptemberJune 30, 20172019 is as follows:follows (in thousands):

   
Years Ending December 31,   
2017 $20,772 
2018  83,088 
2019  83,088 
2020  83,088 $42
2021  83,088 83
202282
202380
202477
Thereafter  684,285 445
Total $1,037,409 $809

 

Debt Issuance Costs

 

Debt issuance costs are presented as a direct deduction from the carrying value of the notes payable on the consolidated balance sheets. Debt issuance costs are amortized as a component of interest expense over the term of the related debt using the straight-line method, which approximates the interest method. Accumulated amortization of debt issuance costs was $424,489$4.4 million and $325,904$4.0 million as of SeptemberJune 30, 20172020 and December 31, 2016,2019, respectively. Expected future amortization of debt issuance costs as of SeptemberJune 30, 20172019 is as follows:follows (in thousands):

 

Years Ending December 31,   
2017 $590,998 
2018  1,773,689 
2019  480,006 
2020  481,323 
2021  480,006 
Thereafter  1,386,432 
Total $5,192,454 

MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

Years Ending December 31,
2020$340
2021677
2022677
2023632
2024440
Thereafter188
Total$2,954

 

Earnings (Loss) per Share

 

Earnings (loss) per share (“EPS”) is calculated based on the weighted average number of shares outstanding during each period. Basic and diluted EPS are the same for all periods presented. Non-vested shares of restricted common stock totaling 15,0002,500 and 7,500 shares as of SeptemberJune 30, 20172020 and 2016,December 31, 2019, respectively, held by the Company’s independent directors are included in the calculation of basic EPS because such shares have been issued and participate in dividends.

Comprehensive Income

For the periods presented, there were no differences between reported net income (loss) attributable to common stockholders and comprehensive income (loss).

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard permits the use of either the full retrospective or modified retrospective adoption. In July 2015, the FASB voted to defer the effective date to January 1, 2018 with early adoption beginning January 1, 2017. The Company has begun to evaluate each of its revenue streams under the new model. Based on preliminary assessments, the Company does not expect the adoption of ASU No. 2014-09 to have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Liabilities,” which enhances the reporting requirements surrounding the measurement of financial instruments and requires equity securities to be measured at fair value with changes in the fair value recognized through net income for the period. ASU No. 2016-01 is effective for the Company’s fiscal year commencing on January 1, 2018. The Company does not anticipate that the adoption of ASU No. 2016-01 will have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which changes lessee accounting to reflect the financial liability and right-of-use assets that are inherent to leasing an asset on the balance sheet. ASU No. 2016-02 isThe standard requires a modified retrospective approach, with restatement of the prior periods presented in the year of adoption, subject to any FASB modifications. This standard will be effective for the Company’s fiscal year commencingfirst annual reporting period beginning after December 15, 2018. The Company adopted this standard on January 1, 2019, but early adoption is permitted.2019. The effect that the adoption of ASU No. 2016-02 will have onimpact was minimal to the Company’s ongoing consolidated financial position or the Company’s consolidated results of operations is not currently reasonably estimable.statements.

 

In August 2016,2017, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts2017-12, “Derivatives and Cash Payments,Hedging: Targeted Improvements to Accounting for Hedging Activities,” which addressesimproves the Statementfinancial reporting of Cash Flow classificationhedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and presentationsimplifies the application of certain cash transactions. ASU No. 2016-15hedge accounting. This standard is effective for the Company’s fiscal year commencing on January 1, 2018. The effect of this amendment is to be applied retrospectively where practical and earlyfirst annual period beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted. The Company expects to adopt ASU No. 2016-15 for the Company’s fiscal year commencingadopted this standard on January 1, 2018. The Company does2018 and aside from minor presentation changes in its disclosure on derivative and hedging activities, it will not believe that the adoption of ASU No. 2016-15 will have a material effect on the Company’s ongoing consolidated financial position or the Company’s consolidated results of operations.statements. 

 

In November 2016, the FASB issued ASU No. 2016-18, “Classification of Restricted Cash,” which addresses the Statement of Cash Flow classification and presentation of restricted cash transactions. ASU No. 2016-18 is effective for the Company’s fiscal year commencing on January 1, 2018. The effect of this amendment is to be applied retrospectively and early adoption is permitted. The Company expects to adopt ASU No. 2016-18 for its fiscal year commencing on January 1, 2018. The Company does not believe that the adoption of ASU No. 2016-18 will have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations.

In January 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business,” with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as an acquisition of assets or a business. ASU No. 2017-01 is effective for the Company’s fiscal year commencing on January 1, 2018. The effect of this guidance is to be applied prospectively and early adoption is permitted. The Company does not believe that the adoption of ASU No. 2017-01 will have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations.


MOODY NATIONAL REIT II, INC.3.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)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 SeptemberJune 30, 2017:2020 (all $ amounts in thousands):

               
Property Name Date Acquired Location Ownership
Interest
 Purchase Price(1) Rooms Mortgage
Debt
Outstanding(2)
 Date AcquiredLocationOwnership
Interest
 Original Purchase
Price(1)
 Rooms Mortgage
Debt
Outstanding(2)
Residence Inn Austin October 15, 2015 Austin, Texas 100%$27,500,000 112 $16,575,000 October 15, 2015Austin, Texas100% $27,500 112 $16,234
Springhill Suites Seattle May 24, 2016 Seattle, Washington 100% 74,100,000 234 45,000,000 May 24, 2016Seattle, Washington100% 74,100 234 43,979
Homewood Suites Woodlands September 27, 2017 The Woodlands, Texas 100% 17,355,672 91 9,244,028 September 27, 2017(5)The Woodlands, Texas100% 17,356 91 8,838
Hyatt Place Germantown September 27, 2017 Germantown, Tennessee 100% 16,073,719 127 7,216,139 September 27, 2017(5)Germantown, Tennessee100% 16,074 127 6,824
Hyatt Place North Charleston September 27, 2017 North Charleston, South Carolina 100% 13,805,648 113 7,323,184 September 27, 2017(5)North Charleston, South Carolina100% 13,806 113 6,994
Hampton Inn Austin September 27, 2017 Austin, Texas 100% 19,327,908 123 10,915,327 September 27, 2017(5)Austin, Texas100% 19,328 123 10,442
Residence Inn Grapevine September 27, 2017 Grapevine, Texas 100% 25,244,614 133 12,608,294 September 27, 2017(5)Grapevine, Texas100% 25,245 133 12,037
Marriott Courtyard Inn Lyndhurst September 27, 2017 Lyndhurst, New Jersey (3) 39,247,484 227  
Marriott Courtyard LyndhurstSeptember 27, 2017(5)Lyndhurst, New Jersey(3) 39,547 227 18,833
Hilton Garden Inn Austin September 27, 2017 Austin, Texas 100% 29,287,695 138 18,782,241 September 27, 2017(5)Austin, Texas100% 29,288 138 17,997
Hampton Inn Great Valley September 27, 2017 Frazer, Pennsylvania 100% 15,284,824 125 8,150,750 September 27, 2017(5)Frazer, Pennsylvania100% 15,285 125 7,816
Embassy Suites Nashville September 27, 2017 Nashville, Tennessee 100% 81,453,322 208 42,890,574 September 27, 2017(5)Nashville, Tennessee100% 82,207 208 41,057
Homewood Suites Austin September 27, 2017 Austin, Texas 100% 18,834,848 96 10,987,326 September 27, 2017(5)Austin, Texas100% 18,835 96 10,556
Townplace Suites Fort Worth September 27, 2017 Fort Worth, Texas (4) 11,241,742 95  September 27, 2017(5)Fort Worth, Texas(4) 11,242 95 5,947
Hampton Inn Houston September 27, 2017 Houston, Texas 100% 9,959,785 119 4,627,120 September 27, 2017(5)Houston, Texas100% 9,958 119 4,342
              
Residence Inn Houston Medical CenterApril 29, 2019(6)Houston, Texas100% 52,000 182 28,854
Totals       $398,717,261 1,941 $194,319,983  $451,771 2,123 $240,750


(1)Excludes closing costs and includes gain on acquisition.
(2)As of SeptemberJune 30, 2017.2020.
(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. 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. 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”).

 

InvestmentsInvestment in hotel properties consisted of the following at SeptemberJune 30, 20172020 and December 31, 2016:2019 (all amounts in thousands):

     
 September 30,
2017
  December 31,
2016
 June 30,
2020
December 31,
2019
Land $70,285,689  $18,350,000 $76,936$76,936
Buildings and improvements  296,669,641   80,810,000 338,729338,729
Furniture, fixtures and equipment  32,210,174   2,660,769 59,98758,072
Total cost  399,165,504   101,820,769 475,652473,737
Accumulated depreciation  (3,658,104)  (1,831,029)(40,357)(32,712)
Investment in hotel properties, net $395,507,400  $99,989,740 $435,295$441,025

Acquisition of Residence Inn Houston Medical Center

 

On May 24, 2016,April 29, 2019 (“Closing Date”), Moody National Yale-SeattleKirby-Houston Holding, LLC, a wholly ownedwholly-owned subsidiary of the OP (“Houston Holding”), acquired fee simple title to the Springhill Suites SeattleResidence Inn Houston Medical Center (“Residence Inn Houston”) located in Houston, Texas from the then current tenant-in-common owners of the Springhill Suites Seattlea related party for an aggregate purchase price, of $74,100,000, excluding acquisition costs.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 the 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.

Acquisition of Moody IExisting 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 27,13, 2017, in connection with the Mergers,original principal amount of $29.1 million, evidencing the Company acquired interestsExisting Loan and payable to the Lender (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 were due on the Existing Loan on a monthly basis through October 1, 2019, and thereafter equal monthly payments of principal and interest in twelve hotel properties, including two joint venture interests,the amount of $170,000 will be due. Upon and two notes receivable from related parties from Moody I (the “Moody I Portfolio”)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.

 

AsThe 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 bore interest at a rate per annum equal to the lesser of the maximum rate permitted by applicable law and 3%. On the Closing Date, the OP made a principal payment of $7.8 million, and beginning on May 15, 2019 and ending on October 15, 2019, the OP made monthly principal and interest payments 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, was due and payable in full on December 15, 2019. The maturity date of the note payable to related party was extended to June 15, 2020, with all other terms and conditions remaining unchanged. The balance of the Note Payable to Related Party was paid in full as of June 30, 2020.

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 the Mergers, there were 13,257,126 sharesacquisition of Moody I common stock issued and outstanding, resulting in aggregate merger consideration of $135,885,546, consisting of the following:

Value of Company’s Class A Shares issued to Moody I shareholders $91,219,400 
Cash consideration paid  44,666,146 
Aggregate merger consideration $135,885,546 

MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

67% of Moody I stockholders elected to receive stock consideration in the Merger resulting in the Company’s then current stockholders owning 57% and former Moody I stockholders owning 43% of the common stock of the Company outstanding after the consummation of the Merger, as follows: 

Company shares outstanding at date of merger4,903,836
Company Class A common shares issued to Moody I stockholders on date of merger3,648,776
Total Company shares outstanding after Merger8,552,612

After consideration of all applicable factors pursuant to the business combination accounting rules, the Company is considered the “legal acquirer” because the Company is issuing common stock to Moody I stockholders, and also due to various factors including that the Company’s stockholders immediately preceding the Merger hold the largest portion of the voting rights in the Company immediately after the Merger.

The aggregate purchase price consideration as shown above was allocated to assets and liabilities of Moody I was as follows:

Assets   
Investment in hotel properties $297,117,261 
Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other assets, deferred income tax asset, deferred franchise costs, and due from related parties  13,707,593 
Notes receivable from related parties  11,250,000 
     
Liabilities and Equity    
Notes payable  (132,744,983)
Notes receivable from Moody I  (37,754,276)
Accounts payable and accrued expenses, due to related parties, and operating partnership distributions payable  (10,094,941)
Noncontrolling interests in OP  (5,595,108)
Aggregate merger consideration $135,885,546 

The estimated fair values for the assets acquired and the liabilities assumed are preliminary and are subject to change during the measurement period as additional information related to the inputs and assumptions used in determining the fair value of the assets and liabilities becomes available. Subsequent adjustments to the preliminary purchase price allocation are not expected to have a material impact to the Company’s consolidated financial statements.

The purchase price allocation was based on the Company’s assessment of the fair value of the acquired assets and liabilities, as summarized below.

Investment in hotel properties – The Company estimated the fair value generally by applying an income approach methodology using a discounted cash flow analysis. Key assumptions include terminal capitalization rates, discount rates and future cash flows of the properties. Capitalization and discount rates were determined by market based on recent appraisals, transactions or other market data. This valuation methodology is based on Level 3 inputs in the fair value hierarchy.

Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other assets, deferred franchise costs, and due from related parties – The fair value was estimated to be their cost basis.

Deferred income tax asset – The Company estimated the fair value of the deferred income tax asset by estimating the amount of the net operating loss that will be utilized in future periods by the TRS. The estimated fair value assumes the net operating losses of Moody I will be able to be utilized by the Company’s TRS.

Notes receivable from related parties – The fair value was determined using discounted cash flow analyses at market interest rates. The valuation methodology is based on Level 2 inputs in the fair value hierarchy.

Notes payable – The fair value was determined using discounted cash flow analysis at market interest rates, which are Level 2 inputs in the fair value hierarchy.

Notes receivable from Moody I –The fair value was determined using discounted cash flow analysis at market interest rates, which are Level 2 inputs in the fair value hierarchy.

Accounts payable and accrued expenses, due to related parties, and operating partnership distributions payable - The fair value was estimated to be their cost basis due to their short-term maturities.

Noncontrolling interests in Operating Partnership – The Company estimated the portion of the fair value of the net assets of the OP owned by third parties. This valuation methodology is based on Level 3 inputs in the fair value hierarchy.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

April 29, 2019. The following unaudited pro forma consolidated financial information for the three and nine months ended SeptemberJune 30, 2017 and 20162019 is presented as if the Company acquired the Springhill Suites Seattle and the Moody I PortfolioResidence Inn Houston on January 1, 2016.2019. This information is not necessarily indicative of what the actual results of operations would have been had the Company completed the acquisition of the Springhill Suites Seattle and the Moody I PortfolioResidence Inn Houston on January 1, 2016,2019, nor does it purport to represent the Company’s future operations:operations (in thousands, except per common share amounts): 

             
  Three months ended
September 30,
  Nine months ended
September 30,
 
  2017  2016  2017  2016 
Revenue $22,544,438  $22,709,973  $64,956,766  $65,912,075 
Net loss  (1,069,538)  (1,320,754)  (4,724,125)  (17,340,681)
Net loss attributable to common shareholders  (1,002,420)  (1,307,456)  (4,620,214)  (17,287,088)
Net loss per common share - basic and diluted $(0.12) $(0.15) $(0.54) $(2.02)

 

4.Notes Receivable
  Three months ended
June 30, 2019
  Six months ended
June 30, 2019
 
Revenue $23,942  $45,116 
Net loss  (891)  (3,266)
Net loss attributable to common shareholders  (807)  (3,103)
Net loss per common share - basic and diluted $(0.07) $(0.52)

4.            Notes Receivable from Related Parties

 

As of SeptemberJune 30, 20172020 and December 31, 2016,2019, the amount of mortgagethe note receivable from related party was $11,200,000. As of September 30, 2017 and December 31, 2016, the amounts of notes receivable from related parties were $11,250,000 and $0, respectively.

Mortgage Note Receivable from Related Party

On October 6, 2016, the Company originated a secured loan in the aggregate principal amount of $11,200,000 (the “MN TX II Note”) to MN TX II, LLC, a Texas limited liability company and a related party (“MN TX II”). Proceeds from the MN TX II Note were used by MN TX II solely to acquire a commercial real property located in Houston, Texas. The Company financed the MN TX II Note in part with the proceeds of a loan from a bank secured by the MN TX II Note, with an initial principal balance of $8,400,000.

The entire unpaid principal balance of the MN TX II Note and all accrued and unpaid interest thereon are due and payable on October 6, 2018. Interest on the outstanding principal balance of the MN TX II Note accrues at a fixed per annum rate equal to 5.50%, provided that in no event will the interest rate exceed the maximum rate permitted by applicable law. The MN TX II Note may be prepaid in whole or part by MN TX II without penalty at any time upon prior written notice to the Company. Interest income on the mortgage note receivable from related party for the three and nine months ended September 30, 2017 was $156,139 and $468,417, respectively, and interest receivable on the mortgage note receivable from related parties as of September 30, 2017 and December 31, 2016 was $615,881 and $147,465, respectively, and is included in Due from Related Parties in the consolidated balance sheets.

Notes Receivable from Related Parties$0.

 

On August 21, 2015, Moody I originated an unsecured loan in the aggregate principal amount of $9,000,000 (the “Related Party Note”) to Moody National DST Sponsor, LLC, a Texas limited liability company and an affiliate of Sponsor (“DST Sponsor”). Proceeds from the Related Party Note were used by DST Sponsor solely to acquire a commercial real property located in Katy, Texas (the “Subject Property”). The balance of the Related Party Note was $6,750,000 and $0 as of September 30, 2017 and December 31, 2016, respectively. The Company acquired the Related Party Note in connection with the Mergers.

The entire unpaid principal balance of the Related Party Note and all accrued and unpaid interest thereon and all other amounts due under the Related Party Note were due and payable in full on the earlier of (1) August 21, 2016 or (2) ten days following the sale of 100% of the equity ownership interests that are to be syndicated in the Subject Property. Interest on the outstanding principal balance of the Related Party Note accrues at a fixed per annum rate equal to 12%, provided that in no event will the interest rate exceed the maximum rate permitted by applicable law. DST Sponsor was required to pay the Company an origination fee in the amount of $90,000 and an exit fee in the amount of $90,000 upon the maturity date of the Related Party Note, including any earlier prepayment date or accelerated maturity date of the Related Party Note. The Related Party Note may be prepaid in whole or part by DST Sponsor without penalty at any time upon prior written notice to the Company.

 

On August 15, 2016, the maturity date of the Related Party noteNote was extended from August 21, 2016 to August 21, 2017 and the origination fee in the amount of $90,000 and an extension fee in the amount of $45,000 were paid to Moody I by DST Sponsor. On September 24, 2017, the maturity date was extended to August 21, 2018.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September On August 30, 2017
(unaudited)

On2018, the maturity date was extended to April 29, 2016, Moody I originated an unsecured loan in the aggregate principal amount of $4,500,000 (the “Related Party Mezzanine Note”) to Moody Realty, an affiliate of Sponsor. Proceeds from the30, 2019. The Related Party Mezzanine Note were used by Moody Realty solely to acquire a multifamily real property located in Houston, Texas. The Company acquired the Related Party Mezzanine Note in connection with the Mergers.

The entire unpaid principal balance of the Related Party Mezzanine Note and all accrued and unpaid interest thereon and all other amounts due under the Related Party Mezzanine Note are due and payablewas paid in full on the earlier of (1) April 30, 2018, or (2) upon 90 days’ written notice of acceleration of the maturity date by the Company to Moody Realty. Interest on the outstanding principal balance of the Related Party Mezzanine Note accrues at a fixed per annum rate equal to 10%, provided that in no event will the interest rate exceed the maximum rate permitted by applicable law. Moody Realty will pay the Company an origination fee in the amount of $45,000 and an exit fee in the amount of $45,000 upon the maturity date of the Related Party Mezzanine Note, including any earlier prepayment date or accelerated maturity date. The Related Party Mezzanine Note may be prepaid in whole or part by Moody Realty without penalty at any time upon prior written notice to the Company.29, 2019.

 

Interest income from notes receivable from related parties was $16,776$0 and $0$64,000 for the three months ended June 30, 2020 and nine2019, respectively, and $0 and $264,000 for the six months ended SeptemberJune 30, 2017.2020 and 2019, respectively. Interest receivable on notes receivable from related parties was $848,175 and $0 as of SeptemberJune 30, 20172020 and December 31, 2016, respectively, and is included in due from related parties on the consolidated balance sheets.2019.

 

The aggregate estimated fair values of the notes receivable from related parties as of September 30, 2017 was $11,250,000.5.Debt

On September 6, 2017, the Company made a loan in the amount of $30,647,770 (the “Lyndhurst Loan”) to Moody National 1 Polito Lyndhurst Holding, LLC (“Lyndhurst Holding”), an indirect subsidiary of Moody I, and Lyndhurst Holding executed a promissory note (the “Lyndhurst Note”) evidencing the Lyndhurst Loan in favor of the Company. The Lyndhurst Note bore interest at a rate of 6.50% per annum and was secured by a Marriott Courtyard hotel property owned by Lyndhurst Holding and located in Lyndhurst, New Jersey (the “Lyndhurst Property”). The Lyndhurst Loan matured upon the consummation of the Mergers. Lyndhurst Holding used the proceeds of the Lyndhurst Loan to repay a loan secured by the Lyndhurst Property that had matured and had become due.

On August 15, 2017, the Company made a loan in the amount of $7,106,506 (the “Fort Worth Loan”) to Moody National International-Fort Worth Holding, LLC, (“Fort Worth Holding”), an indirect subsidiary of Moody I, and Fort Worth Holding executed a promissory note (the “Fort Worth Note”) evidencing the Fort Worth Loan in favor of the Company. The Fort Worth Note bore interest at a rate of 6.50% per annum and was secured by a TownePlace Suites hotel property owned by Moody I and located in Ft. Worth, Texas (the “Fort Worth Property”). The Fort Worth Loan matured upon the consummation of the Mergers. Fort Worth Holding used the proceeds of the Fort Worth Loan to repay an existing loan secured by the Fort Worth Property that had matured and had become due.

5.Debt

 

The Company’s aggregate borrowings are reviewed by the Company’s board of directorsBoard at least quarterly. Under the Company’s Articles of Amendment and Restatement (as amended, the “Charter”), the Company is prohibited from borrowing in excess of 300% of the value of the Company’s net assets. “Net assets” for purposes of this calculation is defined to be the Company’s total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts and other non-cash reserves, less total liabilities. However, the Company may temporarily borrow in excess of these amounts if such excess is approved by a majority of the Company’s independent directors and disclosed to stockholders in the Company’s next quarterly report, along with an explanation for such excess. As of SeptemberJune 30, 2017,2020, the Company’s debt levels did not exceed 300% of the value of the Company’s net assets, as defined above.

 


As of SeptemberJune 30, 20172020 and December 31, 2016,2019, the Company’s mortgage notes payable secured by the respective real properties and mortgage note receivable,assets, consisted of the following:following ($ amounts in thousands):

           
Loan Principal
as of
June 30,
2020
 Principal
as of
December 31,
2019
 Interest
Rate at
June 30,
2020
 Maturity Date Loan Modifications
Residence Inn Austin(1) $16,234 $16,300 4.580%November 1, 2025   
Springhill Suites Seattle(1) 43,979 44,165 4.380October 1, 2026 Three months deferral of interest and principal payments from May to July, 2020.  Three months interest only payments from August to October, 2020.
Homewood Suites Woodlands(1) 8,838 8,915 4.690%April 11, 2025  
Hyatt Place Germantown(1) 6,824 6,865 4.300%May 6, 2023  
Hyatt Place North Charleston(1) 6,994 7,019 5.193%August 1, 2023 Payment of $100,000 cash deposit and may make interest and principal payments for six months from restricted cash.
Hampton Inn Austin(1) 10,442 10,493 5.426%January 6, 2024  
Residence Inn Grapevine(1) 12,037 12,114 5.250%April 6, 2024  
Marriott Courtyard Lyndhurst(1) 18,833 18,934 4.700September 27, 2024 April 2020 payment was interest only.  Two-month deferral of principal and interest payments for May and June, 2020. Three months interest only payments from July to September, 2020.
Hilton Garden Inn Austin(1) 17,997 18,080 4.530%December 11, 2024  
Hampton Inn Great Valley(1) 7,816 7,861 4.700%April 11, 2025  
Embassy Suites Nashville(1) 41,057 41,250 4.2123%July 11, 2025  
Homewood Suites Austin(1) 10,556 10,602 4.650%August 11, 2025  
Townplace Suites Fort Worth(1) 5,947 5,979 4.700September 27, 2024 April 2020 payment was interest only.  Two-month deferral of principal and interest payments for May and June, 2020. Three months interest only payments from July to September, 2020.
Hampton Inn Houston(1) 4,342 4,366 5.250April 28, 2023 Six-month deferral of principal and interest payments for  payments due March 28, 2020 through August 28, 2020.
Residence Inn Houston Medical Center(2) 28,854 28,953 5.000October 1, 2024 Deferral of principal and interest payments for six months from April to September, 2020.  Interest only payments for an additional twelve months form October 2020 to September 2021.
Total notes payable 240,750 241,896      
Less unamortized debt issuance costs (2,954)(3,293)     
Total notes payable, net of unamortized debt issuance costs $237,796 $238,603      

              
Mortgage Loan Principal as of
September 30, 2017
 Principal as of
December 31, 2016
 Interest Rate at
September 30, 2017
 Maturity Date 
Residence Inn Austin(1) $16,575,000 $16,575,000  4.580% November 1, 2025 
Springhill Suites Seattle(2)  45,000,000  45,000,000  4.380% October 1, 2026 
MN TX II Note(3)  8,400,000  8,400,000  3.750% October 6, 2018 
Homewood Suites Woodlands(4)  9,244,028    4.690% April 11, 2025 
Hyatt Place Germantown(4)  7,216,139    4.300% May 6, 2023 
Hyatt Place North Charleston(4)  7,323,184    5.193% August 1, 2023 
Hampton Inn Austin(4)  10,915,327    5.426% January 6, 2024 
Residence Inn Grapevine(4)  12,608,294    5.250% April 6, 2024 
Hilton Garden Inn Austin(4)  18,782,241    4.530% December 11, 2024 
Hampton Inn Great Valley(4)  8,150,750    4.700% April 11, 2025 
Embassy Suites Nashville(4)  42,890,574    4.2123% July 11, 2025 
Homewood Suites Austin(4)  10,987,326    4.650% August 11, 2025 
Hampton Inn Houston(4)  4,627,120    6.000% August 10, 2018 
Term Loan(5)  70,000,000    30-day LIBOR  plus 7.250% September 27, 2018 
Total notes payable  272,719,983  69,975,000       
Less unamortized debt issuance costs  (5,192,454) (931,498)      
Total notes payable, net of unamortized debt issuance costs $267,527,529 $69,043,502       

MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)


(1)Monthly payments of interest are due and payable until the maturity date. Monthly payments of principal are due and payable beginning in December 2017 until the maturity date.
(2)Monthly payments of interest only are due and payable in calendar years 2016 and 2017, after which monthly payments of principal and interest are due and payable until the maturity date.
(3)(2)Monthly payments of interest only are due until the maturity date.
(4)Monthly payments of interest and principal are due until maturity date.
(5)Monthly payments arewere due and payable until the maturity date.October 2019. Monthly payments of principal and interest are due and payable beginning in November 20172019 until the maturity date.

 

MaturitiesHotel properties secure their respective loans.

Scheduled maturities of the Company’s notes payable as of SeptemberJune 30, 20172020 are as follows:follows (all amounts in thousands):

   
Years ending December 31,      
2017 $3,569,217 
2018  82,518,905 
2019  3,233,774 
2020  3,362,828  $2,207 
2021  3,546,072   4,876 
2022  5,111 
2023  21,530 
2024  89,767 
Thereafter  176,489,187   117,259 
Total $272,719,983  $240,750 

 

Term Loan Agreement

 

On September 27, 2017, the OP, as borrower, the Company and certain of the Company’s subsidiaries, as guarantors, and KeyBank National Association or (“KeyBank, as agent and lender, entered into a term loan agreement (the “Term Loan Agreement”) (the Company refers to KeyBank, in its capacity as lender, together with any other lender institutions that may become parties thereto, as the “Lenders”), as agent and lender, entered into a term loan agreement (as amended, the “Term Loan Agreement”). Pursuant to the Term Loan Agreement, the Lenders have made a term loan to the OP in the principal amount of $70.0 million (the “Term Loan”). Capitalized terms used in this description of the Term Loan and not defined herein have the same meaning as in the Term Loan Agreement. The Company used proceeds from the Term Loan to pay the cash consideration in connection with the Merger,Mergers, other costs and expenses related to the Mergers and for other corporate purposes.

The outstanding principal of the Term Loan will initially bear interest, payable monthly, at either (i) 6.25% per year over the base rate, which is defined in the Term Loan Agreement as the greatest of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s Head Office as its “prime rate,” (b) the then applicable LIBOR for a one month Interest Period plus one percent (1.00%), or (c) one half of one percent (0.5%) above the Federal Funds Effective Rate or (ii) 7.25% per year over the LIBOR rate for the applicable Interest Period, but upon reduction of the outstanding principal balance of the Term Loan to a specified level, the margins over the base rate or LIBOR rate will be reduced to 2.95% and 3.95%, respectively. As a condition to the funding of the Term Loan, the OP has entered into an interest rate cap arrangement with KeyBank that caps LIBOR at 1.75% until the initial Maturity Date with respect to $26.0 million of the principal of the Term Loan.

Provisions of the Term Loan Agreement require that the Company raise a minimum of $10 million per quarter in gross offering proceeds from the Company’s public offering and that the Company makebegan making principal payments of $1.5 million per month beginning in November 2017.

 


The Term Loan will matureoriginally matured on September 27, 2018. The maturity date of the Term Loan was originally extended to October 26, 2018 but can beand on October 24, 2018, the maturity date of the Term Loan was extended for six months,again to MarchSeptember 27, 2019 subject to satisfaction of certain conditions, including payment of an extension fee in connection with the amount of 0.5% of the then outstanding principal amountpartial refinancing of the Term Loan. The Outstanding Balance of $26.5 million as of October 24, 2018, together with any and all accrued and unpaid interest thereon, and all other Obligations, will be duewas repaid in full on the Maturity Date. In addition, theSeptember 27, 2019. The Term Loan providesoriginally provided for monthly interest payments, for mandatory prepayments of principal from the proceeds of certain capital events, and for monthly payments of principal in an amount equal to the greater of (i) 50% of the OP’s Consolidated Net Cash Flow or (ii) $1,500,000. The Term Loan may be prepaid at any time, in whole or in part, without premium or penalty, as described in$1.5 million. In connection with the extension of the Term Loan Agreement. Uponon October 24, 2018, monthly payments of principal were $100,000 per month, and the occurrence of an event of default,margins over the Lenders may accelerate the payment of the Outstanding Balance.base rate or LIBOR rate were 2.75% and 3.75%, respectively.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)Short-Term Loan

 

On October 24, 2018, the Company and the OP issued a promissory note in favor of Green Bank, N.A. in the original principal amount of $16.0 million (the “Short-Term Loan”). The Termproceeds of the Short-Term Loan Agreement also contains various customary covenants, including but not limitedwere used to financial covenants, covenants requiring monthly deposits in respectretire a portion of certain property costs, such as taxes, furniture, fixtures and equipment, and insurance, covenants imposing restrictions on indebtedness and liens, and restrictions on investments and participation in other asset disposition, merger or business combination or dissolution transactions. The Company was in compliance with the financial covenants under the Term Loan, Agreementresulting in a balance of $26.5 million for the Term Loan as of September 30, 2017.October 24, 2018. The Short-Term Loan bore interest at an annual rate equal to the one-month LIBOR plus 2.5% and the Company and the OP were collectively required to make a monthly payment on the outstanding principal and interest of the promissory note equal to the greater of $1.5 million and 50% of the Company’s consolidated net cash flow. The entire outstanding principle amount of the Short-Term Loan and all accrued interest thereon were repaid in full on April 24, 2019, the maturity date of the Short-Term Loan.

 

The estimated fair value of the Company’s notes payable as of SeptemberJune 30, 20172020 and December 31, 20162019, respectively, was $273,000,000$240.8 million and $70,000,000,$241.9 million, respectively. The fair value of the notes payable was estimated based on discounted cash flow analyses using the current incremental borrowing rates for similar types of borrowing arrangements as of the respective reporting dates. The discounted cash flow method of assessing fair value results in a general approximation of value, and such value may never actually be realized.

 

6.Equity

6.             Equity

 

Capitalization

 

Under its Charter, the Company has the authority to issue 1,000,000,0001.0 billion shares of common stock and 100,000,000100.0 million shares of preferred stock. All shares of such stock have a par value of $0.01 per share. On August 15, 2014, the Company sold 8,000 shares of common stock to the Sponsor at a purchase price of $25.00 per share for an aggregate purchase price of $200,000, which was paid in cash. As of SeptemberJune 30, 2017,2020, there were a total of 8,575,67113.6 million shares of the Company’s common stock issued and outstanding, including 4,883,89510.2 million shares, net of redemptions, issued in the Offering, 3,648,776Company’s public offerings, 3.3 million shares, net of redemptions, issued in connection with the Merger,Mergers, the 8,000 shares sold to Sponsor and 35,00055,000 shares of restricted stock asissued to the Company’s directors (as discussed in Note 8, “Incentive Award Plan,”Plan”) as follows:

follows (in thousands): 

Class 

ClassShares
Outstanding


as of September
June 30,
2017

2020
 
Class A Shares  8,544,435
Class D Shares12,990 
Class T Shares  6,012481 
Class I Shares  25,224159 
Total  8,575,67113,630 

 


The Company’s board of directorsBoard is authorized to amend itsthe Charter without the approval of the stockholders to increase the aggregate number of authorized shares of capital stock or the number of shares of any class or series that the Company has authority to issue.

 

Distributions

 

The Company’s board of directors hasBoard previously authorized and declared a distribution to its stockholders for 2017 that would be (1) is calculated daily and reduced for class-specific expenses; (2) is payable in cumulative amounts on or before the 15th day of each calendar month to stockholders of record as of the last day of the previous month; and (3) is calculated at a rate of $1.75$1.7528 per share of the Company’s common stock per year, or approximately $0.00479$0.00480 per share per day, before any class-specific expenses. The Company first paid distributions on September 15, 2015.

 

On March 24, 2020, the Board unanimously approved the suspension of (i) the payment of distributions to the Company’s stockholders, effective immediately, and (ii) the operation of the DRP, effective as of April 6, 2020, due to the impact that the COVID-19 pandemic is having and is expected to continue to have in the Company’s hotel properties. The payment of distributions and the operation of the DRP will remain suspended until such time as the Board approves their resumption. 

The following table summarizes distributions paid in cash and pursuant to the DRP for the ninethree and six months ended SeptemberJune 30, 20172020 and 2016.2019 (in thousands):

           
Period Cash Distribution Distribution Paid
Pursuant to DRP(1)
 Total
Amount of
Distribution
 
First Quarter 2017 $1,016,749 $410,733 $1,427,482 
Second Quarter 2017  1,325,157  589,483  1,914,640 
Third Quarter 2017  1,478,301  626,925  2,105,226 
Total $3,820,207 $1,627,141 $5,447,348 
           
First Quarter 2016 $185,952 $84,466 $270,418 
Second Quarter 2016  351,169  157,799  508,968 
Third Quarter 2016  634,948  229,708  864,656 
Total $1,172,069 $471,973 $1,644,042 
          
Period Cash
Distribution
  Distribution
Paid Pursuant
to DRP(1)
  Total Amount
of Distribution
 
First Quarter 2020 $4,404  $1,392  $5,796 
Second Quarter 2020         
Total $4,404  $1,392  $5,796 
             
First Quarter 2019 $3,517  $1,121  $4,638 
Second Quarter 2019  3,858   1,228   5,086 
Total $7,375  $2,349  $9,724 

 


(1)Amount of distributions paid in shares of common stock pursuant to the Company’s distribution reinvestment plan.DRP.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

Noncontrolling InterestsInterest in Operating Partnership

 

Noncontrolling interestsinterest in the OP at SeptemberJune 30, 20172020 and December 31, 2019 was $5,889,822,$3.8 million and $4.3 million, respectively, which represented 316,037 common units in the OP issued in connection with the acquisition of the Springhill Suites Seattle and the Partnership Merger, and is reported in equity in the consolidated balance sheets. Income (loss)Loss from the OP attributable to these noncontrolling interests was $(51,392)$199,000 and $3,098$85,000 for the three months ended SeptemberJune 30, 20172020 and 2016,2019, respectively, and was $(55,840)$435,000 and $(4,629)$163,000 for the ninesix months ended SeptemberJune 30, 20172020 and 2016,2019, respectively.

 

7.Related Party Arrangements

7.Related Party Arrangements

 

Pursuant to the Advisory Agreement, the Advisor and certain affiliates of Advisor receive fees and compensation in connection with the OfferingCompany’s public offering and the acquisition, management and sale of the Company’s real estate investments. In addition, in exchange for $1,000 and in consideration of services to be provided by the Advisor, the OP has issued an affiliate of the Advisor, Moody LPOP II, a separate, special limited partnership interest, in the form of Special Limited Partnership Interests. For further detail, please see Note 9, “Subordinated Participation Interest.”

 

Sales Commissions and Dealer Manager Fees and Stockholder Servicing Fees

 

Subject to volume discounts and other special circumstances described in the prospectus for the Offering,From January 1, 2017 through June 12, 2017, the Company will paypaid Moody Securities an up-front selling commissionscommission of up to (i) 7.0% of the gross proceeds of what are now the Class A Shares sold in the primary offering and a dealer manager fee of up to 3.0% of the gross proceeds of what are now the Class A Shares sold in the primary offering. Beginning on June 12, 2017, the Company reallocated its common shares into four separate share classes, Class A Shares, Class T Shares, Class I Shares and Class D Shares, with the differing fees for each class of shares.


Beginning January 16, 2018, the Advisor assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with the Company’s public offering; provided, however, that the Advisor intends to recoup the funding of such amounts through the Contingent Advisor Payment (described below). In connection with the implementation of the Contingent Advisor Payment, the Company reduced the up-front selling commission paid with respect to the Class A Shares from up to 7.0% to up to 6.0% of the gross proceeds of the Class A Shares sold in the Primary Offeringprimary offering and (ii) 3.0% ofreduced the gross proceeds ofdealer manager fee paid with respect to the Class TA Shares sold in the Primary Offering. The Company will also pay Moody Securities up-front dealer manager fees offrom up to (i) 3.0% to up to 2.5%. of the gross proceeds of the Class A Shares sold in the Primary Offering and (ii) 2.5% of the gross proceeds of the Class T Shares sold in the Primary Offering. The Sponsor may also pay Moody Securities (i) up-front dealer manager fees of up to 1.0% of the total amount of Class I Shares purchased in the Primary Offering and (ii) up-front selling commissions of up to 3.0% on purchases of $5,000,000 or more of our Class D Shares purchased in the Primary Offering, which will not be reimbursed by the Company. The Company does not pay Moody Securities any selling commissions or dealer manager fees with respect to DRP shares. Subject to certain limitations set forth in the Dealer Manager Agreement with Moody Securities, the Company will also pay Moody Securities a trailing stockholder servicing fee of (i) 1.0% per annum of the net asset value (“NAV”) of Class T Shares sold in the Primary Offering and (ii) 0.5% per annum of the NAV of Class D Shares sold in the Primary Offering. Moody Securities may reallow all or a portion of the foregoing selling commissions, dealer manager fees or stockholder servicing fees to participating broker-dealers.

primary offering. As of SeptemberJune 30, 2017, the Company2020, Advisor had paid Moody Securities $9,170,067$9.7 million in selling commissions, related to the Offeringtrailing stockholder servicing fees, and $2,050,584 in dealer manager fees related to the Offering,Company’s public offering, of which amounts have been recorded as$8.5 million could potentially be recouped by the Advisor at a reduction to additional paid-in capital inlater date through the consolidated balance sheets.Contingent Advisor Payment.

 

Organization and Offering Expenses

 

The Advisor will receive reimbursement for organizational and offering expenses incurred on the Company’s behalf, but only to the extent that such reimbursements do not exceed actual expenses incurred by Advisor and do not cause the cumulative selling commissions, dealer manager fees, stockholder servicing fees and other organization and offering expenses borne by the Company to exceed 15.0% of gross offering proceeds from the sale of shares in the OfferingCompany’s follow-on offering as of the date of reimbursement.

 

As of SeptemberJune 30, 2017,2020, total offering costs for the initial public offering and the follow-on offering were $16,282,794,$21.1 million, comprised of $12,033,763$12.3 million of offering costs incurred directly by the Company and $4,249,031$8.8 million in offering costs incurred by and reimbursable to the Advisor. As of SeptemberJune 30, 2017,2020, total offering costs for the initial public offering were $18.4 million, comprised of $12.3 million of offering costs incurred directly by the Company and $6.1 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2020, total offering costs for the follow-on offering were $2.7 million, comprised of $0 of offering costs incurred directly by the Company and $2.7 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2020, the Company had $22,033$141,000 due fromto the Advisor for reimbursable offering costs.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)Acquisition Fees

 

Acquisition Fees

As of January 16, 2018, the Advisor or its affiliates, will also receive anassumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees in connection with the Company’s public offering. In connection therewith, as of January 16, 2018, the acquisition fee equalpayable to the Advisor was increased from 1.5% to up to a maximum of 3.85% of (1) the cost of all investments the Company acquires (including the Company’s pro rata share of any indebtedness assumed or incurred in respect of the investment and exclusive of acquisition and financing coordination fees), (2) the Company’sallocable cost of investments acquired in a joint venture (includingthe Company’s pro rata share of the purchase price and the Company’s pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees) or (3) the amount funded by the Company to acquire or originate a loan or other investment, including mortgage, mezzanine or bridge loans (including any third-party expenses related to such investment and exclusive of acquisition fees and financing coordination fees). OnceThe up to 3.85% acquisition fee consists of (i) a 1.5% base acquisition fee and (ii) up to an additional 2.35% contingent acquisition fee (the “Contingent Advisor Payment”). The 1.5% base acquisition fee will always be payable upon the proceeds fromacquisition of an investment by the Offering have been fully invested,Company, unless the aggregatereceipt thereof is waived by the Advisor. The amount of acquisition fees and financing coordination fees shall not exceed 1.9% of the contract purchase price and the amount advanced for a loan or other investment, as applicable, for all the assets acquired. For the three and nine months ended September 30, 2017, the CompanyContingent Advisor Payment to be paid the Advisor acquisition fees of $670,000 in connection with the Mergers, whichclosing of an acquisition will be reviewed on an acquisition-by-acquisition basis and such payment shall not exceed the then-outstanding amounts paid by the Advisor for dealer manager fees, selling commissions or stockholder servicing fees at the time of such closing. For purposes of determining the amount was equal to 1.5%of Contingent Advisor Payment payable, the amounts paid by the Advisor for dealer manager fees, selling commissions or stockholder servicing fees and considered “outstanding” will be reduced by the amount of the cash considerationContingent Advisor Payment previously paid and taking into account the amount of the Contingent Advisor Holdback. The Advisor may waive or defer all or a portion of the acquisition fee at any time and from time to Moody I stockholders.time, in the Advisor’s sole discretion. For the three and nine months ended SeptemberJune 30, 2016,2020 and 2019, the Company paid the Advisorincurred acquisition fees of $0 and $1,111,500, respectively, in connection with$2.2 million, respectively. For the six months ended June 30, 2020 and 2019, the Company incurred acquisition fees of the Springhill Suites Seattle.$0 and $2.2 million, respectively.

 


Reimbursement of Acquisition Expenses

 

The Advisor may also be reimbursed by the Company for actual expenses related to the evaluation, selection and acquisition of real estate investments, regardless of whether the Company actually acquires the related assets. The Company did not reimburse the Advisor for any acquisition expenses during the three and ninesix months ended SeptemberJune 30, 20172020 and 2016.2019.

 

Financing Coordination Fee

 

The Advisor will also receivereceives financing coordination fees of 1% of the amount available under any loan or line of credit made available to the Company and 0.75% of the amount available or outstanding under any refinanced loan or line of credit. The Advisor will pay some or all of these fees to third parties with whom it subcontracts to coordinate financing for the Company. ForThe Company did not incur any financing coordination fees payable to the Advisor during the three and ninesix months ended SeptemberJune 30, 2017, the Company paid $1,720,000 in financing coordination fees to the Advisor in connection with the acquisition of the Moody I Portfolio based on the loans assumed from Moody I in connection with the Merger, including the debt held by the Company related to the Marriott Courtyard Lyndhurst2020 and the Townplace Suites Forth Worth. For the three and nine months ended September 30, 2016, the Company paid $0 and $562,500, respectively,in financing coordination fees to Advisor incurred in connection with the acquisition of the Springhill Suites Seattle.2019.

 

Property Management Fee

 

The Company will paypays Moody National Hospitality Management, LLC (“Property Manager”) a monthly hotel management fee equal to 4.0% of the monthly gross operating revenues from the properties managed by Property Manager for services it provides in connection with operating and managing properties. The hotel management agreements between the Company and the Property Manager generally have initial terms of ten years. Property Manager may pay some or all of the compensation it receives from the Company to a third-party property manager for management or leasing services. In the event that the Company contracts directly with a non-affiliated third-party property manager, the Company will pay Property Manager a market-based oversight fee. The Company will reimburse the costs and expenses incurred by Property Manager on the Company’s behalf, including legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties, but the Company will not reimburse Property Manager for general overhead costs or personnel costs other than employees or subcontractors who are engaged in the on-site operation, management, maintenance or access control of the properties. For the three months ended SeptemberJune 30, 20172020 and 2016,2019, the Company paid the Property Manager property management fees of $253,686$878,000 and $240,942,$923,000, respectively, and accounting fees of $19,000$113,000 and $15,000.$108,000. For the ninesix months ended SeptemberJune 30, 20172020 and 2016,2019, the Company paid the Property Manager property management fees of $633,378$1.5 million and $433,132,$1.7 million, respectively, and accounting fees of $49,000$225,000 and $32,500,$213,000, respectively, which are included in hotel operating expenses in the accompanying consolidated statements of operations.

 

The Company pays an annual incentive fee to Property Manager. Such annual incentive fee is equal to 15% of the amount by which the operating profit from the properties managed by Property Manager for such fiscal year (or partial fiscal year) exceeds 8.5% of the total investment of such properties. Property Manager may pay some or all of this annual incentive fee to third-party sub-property managers for management services. For purposes of this annual incentive fee, “total investment” means the sum of (i) the price paid to acquire a property, including closing costs, conversion costs, and transaction costs; (ii) additional invested capital and (iii) any other costs paid in connection with the acquisition of the property, whether incurred pre- or post-acquisition. As of June 30, 2020, the Company had not paid any annual incentive fees to Property Manager.

Asset Management Fee

 

The Company will paypays the Advisor a monthly asset management fee of one-twelfth of 1.0% of the cost of investment of all real estate investments the Company acquires. For the three months ended SeptemberJune 30, 20172020 and 2016,2019, the Company incurred asset management fees of $283,000$1.2 million and $254,000,$1.1 million, respectively, payable to Advisor, and for the ninesix months ended SeptemberJune 30, 20172020 and 2016,2019, the Company incurred asset management fees of $849,000$2.4 million and $452,751,$2.2 million, respectively, payable to Advisor, which are recorded in corporate general and administrative expenses in the accompanying consolidated statements of operations.

 


Disposition Fee

 

The Company also pays the Advisor or its affiliates will also receive a disposition fee subject to limitation if the property was previously owned by Moody I, in an amount of up to one-half of the brokerage commission paid on the sale of an asset, but in no event greater than 3% of the contract sales price of each property or other investment sold; provided, however, in no event may the aggregate disposition fees paid to the Advisor and any real estate commissions paid to unaffiliated third parties exceed 6% of the contract sales price. During the first year following the consummation of the Mergers, if the Company sells a property that was previously owned by Moody I, then any disposition fee to which the Advisor would be entitled under the Advisory Agreement will be reduced by an amount equal to the portion of the Moody I Advisor Payment attributable to such property. As of SeptemberJune 30, 2017,2020, the Company had not paidincurred any disposition fees payable to the Advisor.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

 

Operating Expense Reimbursement

 

The Company will reimburse the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse the Advisor for any amount by which itsthe Company’s aggregate operating expenses (including the asset management fee)fee payable to the Advisor) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2% of itsthe Company’s average invested assets, or (2) 25% of itsthe Company’s net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company’s assets for that period (the “2%/25% Limitation”). Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of this limitationthe 2%/25% Limitation if a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the four fiscal quarters ended SeptemberJune 30, 2017,2020, total operating expenses of the Company were $1,943,583,$6.5 million, which included $1,364,099$5.3 million in operating expenses incurred directly by the Company and $579,484$1.2 million incurred by the Advisor on behalf of the Company. Of the $1,943,583$6.5 million in total operating expenses incurred during the four fiscal quarters ended SeptemberJune 30, 2017,2020, $0 exceeded the 2%/25% Limitation. The Company reimbursed the Advisor $899,000$1.2 million during the four fiscal quarters ended SeptemberJune 30, 2017, which includes reimbursements for quarters prior to the four quarters ended September 30, 2017.2020. As of SeptemberJune 30, 2017,2020, the Company had $761,000$239,000 due fromto the Advisor for operating expense reimbursement.

 

Merger with Moody I8.            Incentive Award Plan

See Note 1, “Organization - Merger with Moody National REIT I, Inc.”

Earnest Money

The Company assigned its earnest money contract in the amount of $2,000,000 to a related party for consideration paid to the Company of $2,000,000 during the nine months ended September 30, 2017.

8.Incentive Award Plan

 

The Company has adopted an incentive plan (the “Incentive Award Plan”) that provides for the grant of equity awards to its employees, directors and consultants and those of the Company’s affiliates. The Incentive Award Plan authorizes the grant of non-qualified and incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and other stock-based awards or cash-based awards. Shares of common stock will be authorized and reserved for issuance under the Incentive Award Plan. The Company has also adopted an independent directors compensation plan (the “Independent Directors Compensation Plan”) pursuant to which each of the Company’s independent directors was entitled, subject to the Independent Directors Compensation Plan’s conditions and restrictions, to receive an initial grant of 5,000 shares of restricted stock when the Company raised the minimum offering amount of $2,000,000 in the Offering.Company’s initial public offering. Each new independent director who subsequently joins the Company’s board of directorsBoard will receive a grant of 5,000 shares of restricted stock upon his or her election to the Company’s board of directors.Board. In addition, on the date of each of the first four annual meetings of the Company’s stockholders at which an independent director is re-elected to the Company’s board of directors,Board, he or she will receive an additional grant of 2,500 shares of restricted stock. Subject to certain conditions, the non-vested shares of restricted stock granted pursuant to the Independent Directors Compensation Plan will vest and become non-forfeitable in four equal quarterly installments beginning on the first day of the first quarter following the date of grant; provided, however, that the restricted stock will become fully vested on the earlier to occur of (1) the termination of the independent director’s service as a director due to his or her death or disability or (2) a change in control of the Company. As of SeptemberJune 30, 2017,2020, there were 1,965,0001,945,000 common shares remaining available for future issuance under the Incentive Award Plan and the Independent Directors Compensation Plan.

 

The Company recorded compensation expense related to such shares of restricted stock of $26,574$64,000 and $57,627$65,000 for the three months ended SeptemberJune 30, 20172020 and 2016,2019, respectively, and $96,374$129,000 and $248,686$130,000 for the ninesix months ended SeptemberJune 30, 20172020 and 2016,2019, respectively. As of SeptemberJune 30, 2017,2020, there were 15,0002,500 non-vested shares of restricted common stock granted pursuant to the Independent Directors Compensation Plan. The remaining unrecognized compensation expense associated with those 15,0002,500 non-vested shares of $391,109$703 will be recognized during the fourththird quarter of 2017 and the first, second and third quarters of 2018.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)
2020.

 

24

The following is a summary of activity under the Independent Directors Compensation Plan for the ninesix months ended SeptemberJune 30, 20172020 and year ended December 31, 2016:2019:  

        
   Number of
Shares
  Weighted
Average
Grant
Date Fair Value
 
Balance of non-vested shares as of December 31, 2015   7,500  $25.00 
Shares granted on February 23, 2016   5,000   25.00 
Shares granted on August 10, 2016   5,000   25.00 
Shares vested   (12,500)  25.00 
          
Balance of non-vested shares as of December 31, 2016   5,000   25.00 
Shares granted on August 10, 2017   5,000   27.82 
Shares granted on September 27, 2017   10,000   27.82 
Shares vested   (5,000)  25.00 
Balance of non-vested shares as of September 30, 2017   15,000  $27.82 

 

9.Subordinated Participation Interest
   Number of Shares  Weighted
Average
Grant
Date Fair
Value
 
Balance of non-vested shares as of December 31, 2018   7,500  $23.19 
Shares granted on August 5, 2019   10,000  $23.32 
Shares vested   (10,000) $23.22 
          
Balance of non-vested shares as of December 31, 2019   7,500  $23.32 
Shares vested   (5,000) $23.32 
Balance of non-vested shares as of June 30, 2020   2,500  $23.32 

9.            Subordinated Participation Interest

 

Pursuant to the limited partnership agreement for the OP, Moody LPOP II, the holder of the Special Limited Partnership Interests, is entitled to receive distributions equal to 15.0% of the OP’s net cash flows, whether from continuing operations, the repayment of loans, the disposition of assets or otherwise, but only after the Company’s stockholders (and current and future limited partnership interest holders of the OP other than the former limited partners of Moody I OP) have received, in the aggregate, cumulative distributions equal to their total invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such aggregated invested capital. Former limited partners of Moody I OP must have received a cumulative annual return of 8.0%, which is equal to the same return to which such holders were entitled before distributions to the special limited partner of Moody I OP could have been paid under the limited partnership agreement of Moody I OP. In addition, Moody LPOP II is entitled to a separate payment if it redeems its Special Limited Partnership Interests. The Special Limited Partnership Interests may be redeemed upon: (1) the listing of the Company’s common stock on a national securities exchange or (2) the occurrence of certain events that result in the termination or non-renewal of the Advisory Agreement, in each case for an amount that Moody LPOP II would have been entitled to receive had the OP disposed of all of its assets at the enterprise valuation as of the date of the event triggering the redemption.

 

10.          Commitments and Contingencies

 

Restricted Cash

 

Under certain management and debt agreements existing at SeptemberJune 30, 2017,2020, the Company escrows payments required for property improvement plans, real estate taxes, replacement of hotel furniture and fixtures, debt service and rent holdback.

The composition of the Company’s restricted cash as of SeptemberJune 30, 20172020 and December 31, 20162019 are as follows:follows (in thousands):

       
  September 30, 2017  December 31, 2016 
Property improvement plan $7,582,528  $1,200,000 
Real estate taxes  2,954,446   92,434 
Insurance  172,996    
Hotel furniture and fixtures  2,612,780   329,150 
Debt service  2,578,129    
Seasonality  369,831   234,000 
Expense deposit  265,500    
Rent holdback  14,720   14,720 
Total restricted cash $16,550,930  $1,870,304 

  June 30,
2020
  December 31,
2019
 
Property improvement plan $158  $190 
Real estate taxes  1,550   3,040 
Insurance  63   235 
Hotel furniture and fixtures  2,480   3,283 
Debt service  1,262   939 
Seasonality  542   888 
Rent holdback  15   15 
Immediate repairs     55 
Total restricted cash $6,070  $8,645 

Franchise Agreements

 

As of SeptemberJune 30, 2017,2020, all of the Company’s hotel properties, including those acquired as part of the Moody I Portfolio, are operated under franchise agreements with initial terms ranging from 10 to 20 years. The franchise agreements allow the properties to operate under the franchisor’s brand. Pursuant to the franchise agreements, the Company pays a royalty fee generally between 3.0% to2.5% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs that amount to between 1.5% and 4.3% of room revenue. The Company incurred franchise fee expense of approximately $502,702$1.3 million and $460,297$2.0 million for the three months ended SeptemberJune 30, 20172020 and 2016,2019, respectively, and $1,214,965$1.9 million and $843,000$3.6 million for the ninesix months ended SeptemberJune 30, 20172020 and 2016,2019, respectively, which amounts are included in hotel operating expenses in the accompanying consolidated statements of operations.


MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(unaudited)

 

11.Income Taxes

11.          Income Taxes

 

The Company has formed a TRS that is treated as a C-corporation for federal income tax purposes and uses the asset and liability method of accounting for income taxes. Tax return positions are recognized in the consolidated financial statements when they are “more-likely-than-not” to be sustained upon examination by the taxing authority. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future periods. A valuation allowance may be placed on deferred income tax assets, if it is determined that it is more likely than not that a deferred tax asset may not be realized.

 

As of SeptemberJune 30, 2017,2020, the Company had operating loss carry-forwards of $281,051.$6.0 million.

 

The Company had deferred tax assets of $3,282,000 and $10,000$2.3 million as of SeptemberJune 30, 20172020 and December 31, 2016,2019, net of a valuation allowance of $6.4 million and $3.3 million as of June 30, 2020 and December 31, 2019, respectively, related to net operating loss carry forwards of the TRS.TRS which are included in prepaid expenses and other assets on the consolidated balance sheets. As of SeptemberJune 30, 2017,2020, the TRS had a net operating loss carry-forward of $8,315,458$26.8 million, of which $8,254,824$7.3 million was transferred from Moody I’s taxable REIT subsidiaries when they were merged into ourthe Company’s TRS on the date of the Merger.closing of the Mergers.

 

The income tax expense (benefit) for the three months and ninesix months ended SeptemberJune 30, 20172020 and 20162019 consisted of the following:following (in thousands):

  Three months ended June 30,  Six months ended June 30, 
  2020  2019  2020  2019 
Current expense $24  $46  $37  $96 
Deferred benefit  (1,096)  (358)  (3,104)  (826)
Valuation provision for deferred benefit  1,096   358   3,104   826 
Total expense $24  $46  $37  $96 
                 
Federal $(1,096) $(358) $(3,104) $(826)
Valuation provision for federal taxes  1,096   358   3,104   826 
State  24   46   37   96 
Total tax expense $24  $46  $37  $96 

On June 30, 2020, the Company had net deferred tax assets of $2.3 million primarily due to past years’ federal and state tax operating losses of the TRS. These loss carryforwards will generally expire in 2033 through 2038 if not utilized by then. The Company analyzes state loss carryforwards on a state by state basis and records a valuation allowance when management deems it more likely than not that future results will not generate sufficient taxable income in the respective state to realize the deferred tax asset prior to the expiration of the loss carryforwards. Management believes that it is more likely than not that the results of future operations of the TRS will generate sufficient taxable income to realize the deferred tax assets, in excess of the valuation allowance, related to federal and state loss carryforwards prior to the expiration of the loss carryforwards and has determined that no valuation allowance is necessary. From time to time, the Company may be subjected to federal, state or local tax audits in the normal course of business.

             
  Three months ended September 30,  Nine months ended September 30, 
  2017  2016  2017  2016 
Current expense (benefit) $  $(5,000) $  $159,000 
Deferred expense (benefit)  111,000      (1,000)  6,000 
Total expense (benefit), net $111,000  $(5,000) $(1,000) $165,000 
                 
Federal $111,000  $(5,000) $(1,000) $165,000 
State            
Total tax expense (benefit)   $111,000  $(5,000) $(1,000) $165,000 

 

12.          Subsequent Events

 

Distributions Declared

On September 30, 2017,The COVID-19 pandemic has had, and is expected to continue to have, a significant adverse effect on the Company declared a distribution in the aggregate amount of $756,031, of which $496,217 was paid in cash on October 15, 2017, $207,869 was paid pursuant to the DRP in the form of additional sharesoperating results of the Company’s common stock,hotel properties and $51,945 was deferred pending the return of letters of transmittal by former Moody I stockholders. On October 31, 2017, the Company declared a distribution in the aggregate amount of $1,277,982, which is scheduled to be paid in cash and through the DRP in the form of additional shares of the Company’s common stock on or about November 15, 2017.overall financial condition. See Note 1, “Organization.”


ITEM 2.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Moody National REIT II, Inc. and the notes thereto. As used herein, the terms “we,” “our,” “us” and “our company” refer to Moody National REIT II, Inc. and, as required by context, Moody National Operating Partnership II, LP, a Delaware limited partnership, which we refer to as our “operating partnership,” and to their respective subsidiaries. References to “shares” and “our common stock” refer to the shares of all classes of our common stock.

 

Forward-Looking Statements

 

Certain statements included in this quarterly report on Form 10-Q, or this Quarterly Report, that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terms.

 

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to:

 

whether we will be able to resume raising capital pursuant to public or private offerings of our ability to raise capital in our ongoing initial public offering;securities;

 

the impact of the COVID-19 pandemic, and the measures taken in response to the pandemic, on the hospitality industry and our hotel properties;

our ability to effectively deploy the remaining proceeds previously raised in our initialcurrently suspended public offering;

 

our ability to obtain financing on acceptable terms;terms, satisfy our existing debt service obligations and negotiate modifications to the terms of our existing financing arrangements to the extent necessary;

 

our levels of debt and the terms and limitations imposed on us by our debt agreements;

our ability to identify and acquire real estate and real estate-related assets on selling terms that are favorable to us;

 

our ability to effectively integrate and manage our expanded operations following the consummation of our merger with Moody National REIT I, Inc., or Moody I;

risks inherent in the real estate business, including the lack of liquidity for real estate and real estate-related assets on terms that are favorable to us;

 

changes in demand for rooms at our hotel properties;

our ability to compete in the hotel industry;

 

adverse developments affecting our sponsor and its affiliates;

 

the availability of cash flow from operating activities for distributions;

 

changes in economic conditions generally and the real estate and debt markets specifically;


conflicts of interest arising out of our relationship with our advisor and its affiliates;

 

legislative or regulatory changes, (includingincluding changes to the laws governing the taxation of REITs (as defined below));real estate investment trusts;

 

the availability of capital; and

 

changes in interest rates.

 


Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon any forward-looking statements included herein. All forward-looking statements are made as of the date of this Quarterly Report and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements made after the date of this Quarterly Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report, including, without limitation, the risks described under “Risk Factors,” the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report will be achieved.

 

Overview

 

We are a Maryland corporation formed on July 25, 2014 to invest in a portfolio of select-service hospitality properties focusing primarily on the select-service segment of the hospitality sector with premier brands including, but not limited to, Marriott, Hilton and Hyatt. We have elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, beginning with our taxable year ended December 31, 2016. We own, and in the future intend to own, substantially all of our assets and conduct our operations through Moody National Operating Partnership II, LP, or our operating partnership. We are the sole general partner of our operating partnership, and the initial limited partners of our operating partnership arewere our subsidiary, Moody OP Holdings II, LLC, or Moody Holdings II, and Moody National LPOP II, LLC, or Moody LPOP II, an affiliate of our advisor.advisor (as defined below). Moody Holdings II invested $1,000 in our operating partnership in exchange for limited partnership interests in our operating partnership, and Moody LPOP II invested $1,000 in our operating partnership in exchange for special limited partnership interests.interests in our operating partnership. As we accept subscriptions for sales of shares of our common stock, we transfer substantially all of the net proceeds from such sales to our operating partnership in exchange for limited partnership interests and our percentage ownership in our operating partnership increases proportionally.

 

We are externally managed by Moody National Advisor II, LLC, a related party, which we refer to as our “advisor,”advisor, pursuant to an advisory agreement among us, our operating partnership and our advisor, or the advisory agreement. Our advisor was formed in July 2014. Moody National REIT Sponsor, LLC, which we refer to as our “sponsor,”sponsor, is owned and managed by Brett C. Moody, who also serves as our Chief Executive Officer and President and the Chief Executive Officer and President of our advisor.

 

On January 20, 2015, the Securities and Exchange Commission, or SEC, declared our registration statement on Form S-11 effective and we commenced our initial public offering or our offering, of up to $1,100,000,000$1.1 billion in shares of common stock, consisting of up to $1,000,000,000$1.0 billion in shares of our common stock offered to the public or our primary offering, at an initial offering price of $25.00 per share, and up to $100,000,000$100 million in shares offered to our stockholders pursuant to our distribution reinvestment plan, or the DRP, at an initial offering price of $23.75 per share.

On March 16, 2017, our board of directors determined an estimated value per share of our common stock of $25.04 as of December 31, 2016.DRP. On June 26, 2017, the Securities and Exchange Commission, or SEC, declared effective oura post-effective amendment to our registration statement which reallocated ourthe shares of our common stock being sold in our initial public offering asClass A common stock, $0.01 par value per share, or the Class A Shares, Class D common stock, $0.01 par value per share, or the Class D Shares, Class I common stock, $0.01 par value per share, or the Class I Shares, and Class T common stock, $0.01 par value per share, or the Class T Shares and, together withShares. We collectively refer to the Class A Shares, the Class D Shares and the Class I Shares and Class T Shares as our “shares.”  Effective July 19, 2018, the Shares,SEC declared effective our registration statement (Registration No. 333-222610) and we commenced our follow-on public offering of up to be sold on a “best efforts” basis. Accordingly, we are currently offering$990 million in any combination of the three classes of our shares, consisting of up to $895 million in shares of our common stock (i)offered to the public, which we refer to as the “primary offering,” and up to $95 million in shares of our primary offering at a purchase price equal to the estimated value per Class A Share of $25.04 as of December 31, 2016, plus applicable selling commissions and dealer manager fees, subject to any applicable discounts, all as described in the prospectus for our offering and (ii)common stock offered to our stockholders pursuant to the DRP at a purchase priceDRP.


Effective January 16, 2018, our advisor assumed responsibility for the payment of $25.04, which is equalall selling commissions, dealer manager fees and stockholder servicing fees paid in connection with our public offering; provided, however, that our advisor intends to recoup the selling commissions, dealer manager fees and stockholder servicing fees that it funds through receipt of an increased acquisition fee (as discussed in Note 7, “Related Party Agreements-Acquisition Fees,”  in the accompanying consolidated financial statements).

On March 24, 2020, our board of directors determined an estimated net asset value, or NAV, per Class A Shareshare of $25.04all classes of our common stock as of December 31, 2016.2019 of $23.50.

 

The Class T Shares contain a conversion feature whereby uponAs discussed below, on March 24, 2020, our board of directors approved the occurrenceindefinite suspension of a specified event (generally relatedthe sale of shares of our common stock in our public offering, effective as of March 25, 2020. As of June 30, 2020, we had accepted investors’ subscriptions for and issued an aggregate of 10.2 million shares in our initial public offering and our follow-on offering, excluding shares issued in connection with the Mergers (as defined below) and including 567,000 shares pursuant to a Class T stockholder’s account having incurred a maximumthe DRP, resulting in aggregate gross offering proceeds of 8.5%$234.6 million. As of June 30, 2020, we had accepted investors’ subscriptions for and issued 4.1 million shares in underwriting compensation), Class T Shares ownedthe follow-on offering, including 352,000 shares pursuant to the DRP, resulting in gross offering proceeds of $87.2 million for the follow-on offering. As of June 30, 2020, $898.9 million in shares of our stock remained registered and unsold in our public offering. We cannot predict if, or when, we will be able to resume the sale of our common stock in a stockholder’s Class T account for a given offering will automatically convert to Class A Shares.public offering.

 

Moody Securities, LLC, an affiliate of our advisor, which we refer to as the “dealer manager” or “Moody Securities,” is theserved as our dealer manager for our offeringpublic offerings and iswas responsible for the distribution of our common stock in our offering.public offerings.

 

As of SeptemberJune 30, 2017, we had received and accepted investors’ subscriptions for and issued 4,883,895 shares of common stock in our offering, including 100,938 shares of common stock pursuant to our DRP, resulting in gross offering proceeds of $120,415,340. We will continue to offer shares of our common stock on a continuous basis until January 20, 2018, pursuant to an extension of our offering by our board of directors. However, in certain states our offering may continue for only one year unless we renew the offering period for an additional year. As of November 7, 2017, we had received and accepted investors’ subscriptions for and issued 4,968,303 shares of our common stock in our offering, including 109,240 shares pursuant to our DRP, resulting in gross offering proceeds of $122,480,776. As of November 7, 2017, $974,851,409 of stock remained to be sold in our offering. We reserve the right to terminate our offering at any time.


We intend to use the net proceeds from our offering to acquire hotel properties located in the East Coast, the West Coast and the Sunbelt regions of the United States. To a lesser extent, we may also invest in other hospitality properties located within other markets and regions, as well as real estate securities and debt-related investments related to the hospitality sector.

As of September 30, 2017,2020, our portfolio consisted of (1) ownership interests in fourteenfifteen hotel properties located in six states, comprising a total of 1,9412,123 rooms and (2) a loan with a current principal amountportfolio of $6,750,000 originated to an affiliate of Sponsor used to acquire a commercial property located in Katy, Texas, (3) a loan in the aggregate principal amount of $4,500,000 originated to an affiliate of Sponsor used to acquire a commercial property located in Houston, Texas and (4) a mortgage note receivable with a current principal amount of $11,200,000 from a related party.marketable securities valued at $2.5 million.

 

Our principle executive offices are located at 6363 Woodway Drive, Suite 110, Houston, Texas 77057, and our main telephone number is (713) 977-7500.

 

COVID-19 Pandemic

The global pandemic of a novel strain of coronavirus which causes the disease known as COVID-19 has had, and is expected to continue to have, a significant adverse effect on our financial condition and operating results.

Since its discovery in December 2019, COVID-19 has spread from China to almost every other country, including the United States. The spread of COVID-19 has been declared a pandemic by the World Health Organization and in the United States the Health and Human Services Secretary has declared a public health emergency and the President has declared a national emergency in response to the pandemic. The pandemic has adversely impacted numerous industries, including hospitality and travel, is expected to have a continued adverse impact on economic and market conditions.

The COVID-19 pandemic has had, and is expected to continue to have, a significant adverse effect on the operating results of our hotel properties, which depend primarily upon revenues driven by business and leisure travel. A number of measures taken by governmental entities and employers intended to slow the transmission of COVID-19 have dramatically reduced business and leisure travel, and a result the demand for rooms at our hotel properties, including (i) restrictions on travel and public gatherings, quarantines and shelter-at-home orders, (ii) the postponement or cancellation of conventions, festivals, sporting events and other public events, (iii) the closure of amusement parks, museums, retail centers and other tourist attractions, and (iv) the closure of colleges and universities. These measures may be in place for a considerable period of time, and additional, more restrictive measures may be implemented in the future. As of the date of this Quarterly Report, we had not ceased operations at any of our hotel properties. However, during the quarter ended June 30, 2020, our hotel properties experienced a significant decline in bookings and occupancy, resulting in a significant decrease in revenues as compared to the quarter ended June 30, 2019. If the decline in demand for rooms at our hotel properties continues, we may ultimately be required to close, or to give back to its respective lender, one or more hotel properties.

29

Each of our hotel properties is subject to a mortgage loan secured by our ownership interest in the property. If we are unable to service the mortgage loan secured by a hotel property due to decreased revenues generated by such property, the lender with respect to such mortgage loan may initiate foreclosure procedures with respect to the property or initiate other available remedies. As of the date of this Quarterly Report, we are not current with respect to the payments due under the mortgage loans secured by our hotel properties and are engaged in discussions regarding modification of the terms of such mortgage loans with the lenders. As discussed in Note 5, “Debt,” to the consolidated financial statements included in this Quarterly Report, certain of our lenders have already agreed to limited loan modifications, including temporary deferrals of interest and principal payments. As of the date of this quarterly report on Form 10-Q, no lenders have accelerated the maturity of any of the loans secured by our properties or initiated foreclosure procedures with respect to any of our properties.

The COVID-19 pandemic is a continually evolving situation and considerable uncertainty surrounds its ultimate consequences. The ongoing effects of the COVID-19 pandemic on our operations continue to have a material adverse impact on our financial results and liquidity, and such adverse impact may continue well beyond the effective containment or mitigation of the pandemic, including beyond the development and distribution of vaccines and additional therapeutic treatments. Since the extent to which the COVID-19 pandemic impacts our operations will depend on future developments that are highly uncertain, including the severity and duration of the pandemic, the cities and geographic regions most severely impacted by the pandemic, and the extent and effectiveness of the measures taken on an international, national and local level to mitigate the pandemic’s impact, we cannot estimate the impact of the pandemic on our near- or longer-term financial or operational results with reasonable certainty.

On March 24, 2020, in response to the pandemic, our board of directors approved the indefinite suspension of (i) the sale of shares of our common stock in our continuous public offering, effective as of March 25, 2020, (ii) the payment of all distributions to our stockholders, effective immediately, (iii) the operation of our DRP, effective as of April 6, 2020, and (iv) the operation of our share repurchase program, effective as of April 6, 2020. Our board of directors based its determination to suspend the sale of shares of our common stock in our public offering, the payment of distributions and the operation of our DRP and share repurchase program on (i) the diminished demand for rooms across the hotel sector, which is expected to continue to adversely affect bookings and occupancy levels at our hotel properties, stemming from the social distancing, shelter-in-place, travel restriction and other policies implemented by governmental entities and employers to combat the COVID-19 pandemic, and (ii) our current and anticipated financial condition and capital needs. Our board of directors and our management continue to evaluate our financial condition and the overall economic environment to determine if and when we will seek to resume raising capital, resume the payment of distributions and reinstate our DRP and share repurchase program. However, it is impossible to predict if or when we will be able to take any or all of such actions or return to normal operations.

Merger with Moody National REIT I, Inc.

 

On November 16, 2016, we, alongSeptember 27, 2017, the merger of Moody National REIT I, Inc., or Moody I, with and into our operating partnership, our advisor, Moody I,company, or the Merger, and the merger of Moody National Operating Partnership I, L.P., the operating partnership of Moody I, or Moody I OP, Moody National Advisor I, LLC, the advisor to Moody I, or Moody I Advisor, and Moody Merger Sub, LLC, our wholly-owned subsidiary, or merger sub, entered into an agreement and plan of merger, or the merger agreement. On September 27, 2017, pursuant to the merger agreement, Moody I merged with and into merger sub, with merger sub continuing as the surviving entity and our wholly-owned subsidiary. We refer to the foregoing transaction as the “merger.” In addition, pursuant to the merger agreement and amendment no. 1 thereto, Moody I OP merged with and into our operating partnership, which transaction we refer to asor the “partnership merger,” with our operating partnership continuing as the “surviving partnership” following the partnership merger. Unless context suggests otherwise, wePartnership Merger, were completed. We refer to the mergerMerger and the partnership merger togetherPartnership Merger herein as the “mergers.“Mergers.”  The mergers were completed on September 27, 2017, which we refer to as the closing date.

At the effective timeFor additional discussion of the merger on the closing date, or the REIT merger effective time, each issued and outstanding share of Moody I common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the REIT merger effective time was converted into the right to receive either (i) 0.41 Class A Shares (plus cash in lieu of any fractional shares of Moody II)Mergers, see Part I., which we refer to as the stock consideration or (ii) $10.25 in cash.

At the effective time of the partnership merger on the closing date, or the partnership merger effective time, each issued and outstanding unit of limited partnership interest in Moody I OP was automatically cancelled and retired and converted into 0.41 Class A units of limited partnership interest in the surviving partnership. Each unit of limited partnership interest in the Moody I OP designated as a special partnership unit pursuant to the Moody I OP’s limited partnership agreement was automatically cancelled and retired and ceased to exist. Each outstanding unit of limited partnership interest in our operating partnership remained as one unit of limited partnership interest in the surviving partnership, and each unit of limited partnership interest in our operating partnership designated as a special partnership unit pursuant to the limited partnership agreement of our operating partnership remained as one special unit in the surviving partnership.

A total of approximately 3.65 million Class A Shares were issued and a total of approximately $44.7 million in cash was paid to former stockholders of Moody I in connectionItem 1. “Business—Merger with the merger, and former Moody I stockholders owned approximately 43% of our diluted common equity subsequent to the Merger.

We and Moody I were each sponsored by Moody National REIT Sponsor, LLC, or Moody National Sponsor. Moody National Sponsor and its affiliates provides investment and advisory services to us, and previously provided such services to Moody I, pursuant to written advisory agreements.

ConcurrentlyInc.”  of our Annual Report on Form 10-K, as filed with the entry intoSEC on March 30, 2020, and the merger agreement, we, Moody I, Moody I OP, Moody I advisor, Moody National Realty Company, LP, or Moody National, and Moody OP Holdings I, LLC, or OP Holdings, the holder of all of the outstanding special partnership units in Moody I OP, entered into a termination agreement, or the termination agreement. Pursuantnotes to the termination agreement, at the effective time of the mergers, the amended and restated advisory agreement, dated August 14, 2009, among Moody I, Moody I OP, Moody I advisor and Moody National was terminated and Moody I paid Moody I advisor a payment of $5,580,685, or the Moody I advisor payment. The Moody I advisor payment was a negotiated amount that represents a reductionconsolidated financial statements included in the disposition fee to which the Moody I advisor could have been entitled and a waiver of any other fees that the Moody I advisor would have been due under the advisory agreement between Moody I and Moody I advisor in connection with the merger. In addition, in accordance with the terms of the limited partnership agreement of Moody I OP, Moody I OP paid to OP Holdings $613,751, or the promote payment.


We paid our advisor an acquisition fee of $670,000 in connection with the Mergers, which amount was equal to 1.5% of the cash consideration paid to Moody I stockholders. Additionally, we paid our advisor a financing coordination fee of $1,720,000 based on the loans assumed from Moody I in connection with the merger, including debt held by us related to the Marriott Courtyard Lyndhurst and the Townplace Suites Fort Worth.

During the first year following the consummation of the mergers, if we sell a property that was previously owned by Moody I, then any disposition fee to which our advisor would be entitled under the advisory agreement will be reduced by an amount equal to the portion of the Moody I advisor payment attributable to such property.

In connection with the mergers, on February 2, 2017, we entered into a stockholder servicing coordination agreement, or the stockholder servicing coordination agreement, with Moody Securities. Pursuant to the stockholder servicing coordination agreement, we paid to Moody Securities certain stockholder servicing fees, or the stockholder servicing fees, up to $2.125 per share of our common stock issued as stock consideration. All stockholder servicing fees were re-allowed to broker-dealers that provide ongoing financial advisory services to former Moody I stockholders following the mergers and that entered into participating broker-dealer agreements with Moody Securities. The aggregate amount of stockholder servicing fees was based on the number of shares of our common stock issued as consideration in the merger, and was approximately $7.0 million. No stockholder servicing fees were paid with respect to any cash paid by us as cash consideration in the merger.this Quarterly Report.

 

Factors Which May Influence Results of Operations

 

Economic Conditions Affecting Our Target Portfolio

 

Adverse economic conditions affecting the hospitality sector, the geographic regions in which we invest or plan to invest or the real estate market generally may have a material impact on our capital resources and the revenue or income to be derived from the operation of our hospitality investments. As discussed above, the COVID-19 pandemic has had, and is expected to continue to have, a significant adverse effect on our hotel properties.


Offering Proceeds

 

Our ability to make investments depends upon the net proceeds raised in our offeringpublic offerings and our ability to finance the acquisition of our investments. As discussed above, on March 24, 2020 our board of directors approved the indefinite suspension of the sale of shares of our common stock in our public offering, effective as of March 25, 2020. Our ability to continue to acquire target assets, satisfy our debt service obligations and pay other operating expenses will be adversely impacted until such time as we resume raising capital. If we raise substantially less than the maximum offering amount of $1,100,000,000,are not able to resume raising capital, we will make fewer investments resulting in relatively less portfolio diversification in terms of the number of investments owned and fewer sources of income. In such event,income, and the likelihood of our profitability being affected by the performance of any one of our investments will increase. In addition, if we are unable to raise substantial funds,resume raising capital, our fixed operating expenses as a percentage of gross income wouldwill be relatively higher than if we do not resume raising capital, which could affect our net income and results of operations. We cannot predict if or when we will be able to resume raising capital in a public offering or that we will identify other means of raising significant additional capital.

 


Results of Operations

 

We were formed on July 25, 2014. As of SeptemberJune 30, 2016, we owned the Residence Inn Austin, a 112-room hotel property located in Austin, Texas and the Springhill Suites Seattle, a 234-room hotel property located in Seattle, Washington. On September 27, 2017, we acquired interests in twelve hotel properties and two notes receivable from related parties from Moody I, which we refer to as the Moody I portfolio. As a result, as of September 30, 2017,2020, we owned (1) interests in fourteenfifteen hotel properties located in sixnine states, comprising a total of 1,9412,123 rooms and (2) a loan with a current principal amountinvestments in marketable securities valued at $2.5 million. As of $6,750,000 originated to an affiliate of our sponsor used to acquire a commercial propertyJune 30, 2019, we owned (1) interests in fifteen hotel properties located in Katy, Texas, (3)nine states, comprising a loantotal of 2,123 rooms and (2) investments in the aggregate principal amount of $4,500,000 originated to an affiliate of our sponsor used to acquire a commercial property located in Houston, Texas and (4) a mortgage note receivable with a current principal amount of $11,200,000 from a related party.

Because we owned one investment for the entire nine months ended September 30, 2016, our results of operations for the three and nine months ended September 30, 2016 are not directly comparable to those for the three and nine months ended September 30, 2017.marketable securities valued at $3.2 million. In general, we expect that our income and expenses related to our investment portfolio will increase in future periods as a result of anticipated future acquisitionsrecovery from the effects of real estate and real estate-related investments and holding the Moody I properties for a full period.COVID-19 pandemic.

 

Comparison of the three months ended SeptemberJune 30, 20172020 versus the three months ended SeptemberJune 30, 20162019

 

Revenue

 

Total revenue increaseddecreased to $6,690,952$6.5 million for the three months ended SeptemberJune 30, 20172020 from $6,024,167$23.2 million for the three months ended SeptemberJune 30, 2016. The increase in hotel2019. Hotel revenue was primarily duedecreased to the fact that we completed the mergers during the three months ended September 30, 2017. Interest income from our related party notes receivable increased to $172,915$6.5 million for the three months ended SeptemberJune 30, 20172020 from $0$23.1 million for the three months ended June 30, 2019 due to decreased hotel occupancies primarily resulting from travel restrictions and other measures imposed in response to the COVID-19 pandemic. Interest and dividend income decreased to $3,000 for the three months ended June 30, 2020 from $124,000 for three months ended SeptemberJune 30, 2016. We expect that room revenue, other hotel revenue and total revenue will each increase in future periods as a result2019 due to the repayment of having full periodsthe note receivable from related party during the second quarter of operations for properties owned, including those acquired in the mergers, and future acquisitions of real estate assets.2019.

 

A comparison of hotel revenues for the hotelhotels owned continuously for the three months ended SeptemberJune 30, 20172020 and 2016 follows:2019 follows (all amounts in thousands):

 

 Three months ended
September 30,
     Three months ended June 30,  Increase 
 2017  2016  Decrease  2020  2019  (Decrease) 
Residence Inn Austin $1,162,313  $1,292,957  $(130,644) $434  $1,353  $(919)
Springhill Suites Seattle  4,654,151   4,731,210   (77,059)  582   3,005   (2,423)
Total $5,816,464  $6,024,167  $(207,703)
Homewood Suites Woodlands  297   785   (488)
Hyatt Place Germantown  456   1,016   (560)
Hyatt Place North Charleston  260   1,007   (747)
Hampton Inn Austin  190   1,233   (1,043)
Residence Inn Grapevine  549   1,761   (1,212)
Marriott Courtyard Lyndhurst  292   2,520   (2,228)
Hilton Garden Inn Austin  307   1,525   (1,218)
Hampton Inn Great Valley  241   1,077   (836)
Embassy Suites Nashville  561   3,988   (3,427)
Homewood Suites Austin  565   1,174   (609)
Townplace Suites Fort Worth  474   793   (319)
Hampton Inn Houston  146   583   (437)
 $5,354  $21,820  $(16,466)

Revenues for all hotel properties decreased for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 primarily due to decreased hotel occupancies primarily resulting from travel restrictions and other measures imposed in response to the COVID-19 pandemic.

 

Hotel Operating Expenses

 

Hotel operating expenses increaseddecreased to $3,549,820$6.5 million for the three months ended SeptemberJune 30, 20172020 from $2,859,208$14.4 million for the three months ended SeptemberJune 30, 2016. The increase in hotel operating expenses2019. Such decrease was primarily due to the fact that we completed the mergers duringdecreased occupancies for the three months ended SeptemberJune 30, 2017.2020 compared to the three months ended June 30, 2019 primarily resulting from travel restrictions and other measures imposed in response to the COVID-19 pandemic.

 

Property Taxes, Insurance and Other

 

Property taxes, insurance and other expenses increased to $302,619$1.8 million for the three months ended SeptemberJune 30, 20172020 from $288,600$1.6 million for the three months ended SeptemberJune 30, 2016.2019. The increase in property taxes, insurance and other expenses was primarily due to the fact that we completedowned fifteen hotel properties for the mergers during theentire three months ended SeptemberJune 30, 2017.2020 compared to owning fewer than fifteen hotel properties for the entire three months ended June 30, 2019.

 

Depreciation and Amortization

 

Depreciation and amortization increased to $671,090$3.8 million, for the three months ended SeptemberJune 30, 20172020 from $570,542$3.5 million for the three months ended SeptemberJune 30, 2016.2019. The increase in depreciation and amortization was primarily due to the fact that we completedowned fifteen hotel properties for the mergers during theentire three months ended SeptemberJune 30, 2017.2020 compared to owning fewer than fifteen hotel properties for the entire three months ended June 30, 2019.

 

Acquisition Expenses

 

Acquisition expenses increaseddecreased to $10,758,141$0 for the three months ended SeptemberJune 30, 20172020 from $20,200$2.2 million for the three months ended SeptemberJune 30, 2016. Acquisition expenses for2019 due to the fact that we acquired no properties during the three months ended SeptemberJune 30, 2017 were related2020 compared to the merger and acquisition expenses forof the Residence Inn Houston Medical Center during the three months ended SeptemberJune 30, 2016 were related to the Springhill Suites Seattle acquisition.2019.

 


Corporate General and Administrative Expenses

 

Corporate general and administrative expenses decreased to $356,214were $1.5 million for the three months ended SeptemberJune 30, 2017 from $360,453 for the three months ended September 30, 2016.2020 and 2019. These general and administrative expenses consisted primarily of asset management fees, professional fees, restricted stock compensation and directors’ fees. We expect corporate general and administrative expenses to increase in future periods as a result of anticipated future acquisitions, including as a result of the mergers, but to decrease as a percentage of total revenue.

 

Interest Expense and Amortization of Debt Issuanceissuance Costs

 

Interest expense and amortization of debt issuance costs decreased to $979,051$3.0 million for the three months ended SeptemberJune 30, 20172020 from $1,460,654$3.2 million for the three months ended SeptemberJune 30, 2016 due to the fact that we expensed unamortized debt issuance costs related to the Springhill Suites Seattle hotel when we refinanced the hotel during the three months ended September 30, 2016.2019. In future periods our interest expense will vary based on the amount of our borrowings, which amount will increase as a result of the debt on the properties we acquired in the mergers and will depend on the availability and cost of borrowings and our ability to identify and acquire real estate and real estate-related assets that meet our investment objectives.

 

Gain (loss) on Sale of Marketable Securities

Loss on sale of marketable securities was $403,000 for the three months ended June 30, 2020 compared to a gain of $9,000 for the three months ended June 30, 2019.


Unrealized Gain on Change in Fair Value of Investment in Marketable Securities

Unrealized gain on change in fair value of investment in marketable securities increased to $1.8 million for the three months ended June 30, 2020 from $126,000 for the three months ended June 30, 2019. Such increase was due to an increase in the value of our marketable securities.

Income Tax Expense (Benefit)

 

Our income tax expense increaseddecreased to $111,000$24,000 for the three months ended SeptemberJune 30, 20172020 from $(5,000)$46,000 for the three months ended SeptemberJune 30, 20162019 due to an increasea decrease in taxable income of the TRS for the three months ended SeptemberJune 30, 20172020 from the three months ended SeptemberJune 30, 2016.2019.

 

Comparison of the ninesix months ended SeptemberJune 30, 20172020 versus the ninesix months ended SeptemberJune 30, 20162019

 

Revenue

 

Total revenue increaseddecreased to $16,495,542$21.7 million for the ninesix months ended SeptemberJune 30, 20172020 from $10,829,822$42.0 million for the ninesix months ended SeptemberJune 30, 2016. The increase2019. Hotel revenue decreased to $21.7 million for the six months ended June 30, 2020 from $41.5 million for the six months ended June 30, 2019 due to decreased hotel occupancies primarily resulting from travel restrictions and other measures imposed in hotel revenue was primarilyresponse to the COVID-19 pandemic. Interest and dividend income decreased to $7,000 for the six months ended June 30, 2020 from $453,000 for six months ended June 30, 2019 due to the fact that we ownedrepayment of the Springhill Suites Seattle for the entire nine months ended September 30, 2017 and that we completed the mergers during the nine months ended September 30, 2017. Interest income from notesnote receivable from related parties increased to $485,193 forparty during the nine months ended September 30, 2017 from $0 for nine months ended September 30, 2016. We expect that room revenue, other hotel revenue and total revenue will each increase in future periods as a resultsecond quarter of having full periods of operations for properties currently owned, including those acquired in the mergers, and future acquisitions of real estate assets.2019.

 

AThe table below sets forth a comparison of hotel revenues for the hotelhotels we owned continuously for the ninesix months ended SeptemberJune 30, 20172020 and 2016 follows:2019 (all amounts in thousands):

 

  Nine months ended
September 30,
    
  2017  2016  Decrease 
Residence Inn Austin $3,750,714  $4,021,678  $(270,964)
  Six months ended June 30,  Increase 
  2020  2019  (Decrease) 
Residence Inn Austin $1,333  $2,635  $(1,302)
Springhill Suites Seattle  1,835   5,174   (3,339)
Homewood Suites Woodlands  876   1,539   (663)
Hyatt Place Germantown  1,093   1,841   (748)
Hyatt Place North Charleston  801   1,851   (1,050)
Hampton Inn Austin  1,067   2,452   (1,385)
Residence Inn Grapevine  2,020   3,469   (1,449)
Marriott Courtyard Lyndhurst  1,685   4,368   (2,683)
Hilton Garden Inn Austin  1,280   2,945   (1,665)
Hampton Inn Great Valley  883   1,849   (966)
Embassy Suites Nashville  2,899   7,177   (4,278)
Homewood Suites Austin  1,417   2,277   (860)
Townplace Suites Fort Worth  1,163   1,537   (374)
Hampton Inn Houston  692   1,161   (469)
  $19,044  $40,275  $(21,231)

Revenues for all hotel properties decreased for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 primarily due to decreased hotel occupancies primarily resulting from travel restrictions and other measures imposed in response to the COVID-19 pandemic.

 

Hotel Operating Expenses

 

Hotel operating expenses increaseddecreased to $8,967,494$17.7 million for the ninesix months ended SeptemberJune 30, 20172020 from $5,071,735$26.5 million for the ninesix months ended SeptemberJune 30, 2016. The increase in hotel operating expenses2019. Such decrease was primarily due to the fact that we owned the Springhill Suites Seattledecreased occupancies for the entire ninesix months ended SeptemberJune 30, 2017 and that we completed2020 compared to the mergers during the ninesix months ended SeptemberJune 30, 2017.2019 primarily resulting from travel restrictions and other measures imposed in response to the COVID-19 pandemic.


Property Taxes, Insurance and Other

 

Property taxes, insurance and other expenses increased to $851,245$3.5 million for the ninesix months ended SeptemberJune 30, 20172020 from $491,356$3.0 million for the ninesix months ended SeptemberJune 30, 2016.2019. The increase in property taxes, insurance and other expenses was primarily due to the fact that we owned the Springhill Suites Seattlefifteen hotel properties for the entire ninesix months ended SeptemberJune 30, 2017 and that we completed2020 compared to owning fewer than fifteen hotel properties for the mergers during the nineentire six months ended SeptemberJune 30, 2017.2019.

 

Depreciation and Amortization

 

Depreciation and amortization increased to $1,841,077$7.7 million for the ninesix months ended SeptemberJune 30, 20172020 from $1,126,147$6.7 million for the ninesix months ended SeptemberJune 30, 2016.2019. The increase in depreciation and amortization was primarily due to the fact that we owned the Springhill Suites Seattlefifteen hotel properties for the entire ninesix months ended SeptemberJune 30, 2017 and that we completed2020 compared to owning fewer than fifteen hotel properties for the mergers during the nineentire six months ended SeptemberJune 30, 2017.2019.

 


Acquisition Expenses

 

Acquisition expenses increaseddecreased to $11,806,469$0 for the ninesix months ended SeptemberJune 30, 20172020 from $1,258,322$2.2 million for the ninesix months ended SeptemberJune 30, 2016. Acquisition expenses for2019 due to the ninefact that we acquired no properties during the six months ended SeptemberJune 30, 2017 were related2020 compared to the merger and acquisition expenses forof the nineResidence Inn Houston Medical Center during the six months ended SeptemberJune 30, 2016 were related to the Springhill Suites Seattle acquisition.2019.

 

Corporate General and Administrative Expenses

 

Corporate general and administrative expenses increased to $1,508,700$3.3 million for the ninesix months ended SeptemberJune 30, 20172020 from $1,035,154$3.1 million for the ninesix months ended SeptemberJune 30, 20162019 due to an increase in operating expenses reimbursable to our advisor.asset management fees. These general and administrative expenses consisted primarily of asset management fees, professional fees, restricted stock compensation and directors’ fees. We expect corporate general and administrative expenses to increase in future periods as a result of anticipated future acquisitions, including as a result of the mergers but to decrease as a percentage of total revenue.

 

Interest Expense and Amortization of Debt Issuanceissuance Costs

 

Interest expense and amortization of debt issuance costs increaseddecreased to $2,578,320$6.0 million for the ninesix months ended SeptemberJune 30, 20172020 from $2,328,712$6.3 million for the ninesix months ended SeptemberJune 30, 2016 due to the fact that we owned the Springhill Suites Seattle for the entire nine months ended September 30, 2017 and that we completed the mergers during the nine months ended September 30, 2017.2019. In future periods our interest expense will vary based on the amount of our borrowings, which amount will increase as a result of the debt on the properties we acquired in the mergers and will depend on the availability and cost of borrowings and our ability to identify and acquire real estate and real estate-related assets that meet our investment objectives.

 

Gain (Loss) on Sale of Marketable Securities

Loss on sale of marketable securities was $440,000 for the six months ended June 30, 2020 compared to a gain of $9,000 for the six months ended June 30, 2019.

Unrealized Loss on Change in Fair Value of Investment in Marketable Securities

Unrealized loss on change in fair value of investment in marketable securities increased to $2.0 million for the six months ended June 30, 2020 from $33,000 for the six months ended June 30, 2019. Such decrease was due to a decrease in the value of our marketable securities.

Income Tax Expense (Benefit)

 

Our income tax expense (benefit) decreased to $(1,000)$37,000 for the ninesix months ended SeptemberJune 30, 20172020 from $165,000$96,000 for the ninesix months ended SeptemberJune 30, 20162019 due to a decrease in taxable income of our taxable REIT subsidiary having a taxable lossTRS for the ninesix months ended SeptemberJune 30, 2017 and taxable income for2020 from the ninesix months ended SeptemberJune 30, 2016.2019.


Liquidity and Capital Resources

 

Our principal demand for funds will beis for the acquisition of real estate assets, the payment of operating expenses, principal and interest payments on our outstanding indebtedness and the payment of distributions to our stockholders. To the extent that our operating results continue to be adversely impacted by the effects of the COVID-19 pandemic, our liquidity and capital resources will be adversely impacted. Proceeds from our continuous public offering currently supplyhave historically supplied a significant portion of our available cash. Over time, however, cash from operationsHowever, our public offering has been indefinitely suspended effective as of March 25, 2020 due to the impact of the COVID-19 pandemic on our hotel properties and we cannot predict if or when we will generally fundbe able to resume raising capital pursuant to a public offering of our cash needs for items other than asset acquisitions.securities. Our board of directors has also indefinitely suspended the payment of all distributions and the operation of our share repurchase program.

 

ThereIf we are able to resume raising capital pursuant to an offering of our securities, there may be a delay between the sale of shares of our common stock during our offeringsecurities and our purchase of assets, which could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations. Our advisor, subject to the oversight of our board, will evaluate potential acquisitions and will engage in negotiations with sellers and lenders on our behalf. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures.

 

We may, but are not required to, establish working capital reserves out of cash flow generated by our real estate assets or out of proceeds from the sale of our real estate assets. We do not anticipate establishing a general working capital reserve; however, we may establish working capital reserves with respect to particular investments. We also may, but are not required to, establish reserves out of cash flow generated by our real estate assets or out of net sale proceeds in non-liquidating sale transactions. Working capital reserves are typically used to fund tenant improvements, leasing commissions and major capital expenditures. We also escrow funds for hotel property improvements. Our lenders also may require working capital reserves. Financing agreements that we enter into may also contain various customary covenants, including but not limited to financial covenants, covenants requiring monthly deposits in respect of certain property costs, covenants imposing restrictions on indebtedness and liens, and restrictions on investments and participation in other asset disposition, merger or business combination or dissolution transactions.

 

To the extent that any working capital reserve we establish is insufficient to satisfy our cash requirements, additional funds may be provided from cash generated from operations, short-term borrowing, equity capital from joint venture partners, or the proceeds of public or private offerings of our shares or interests in our operating partnership. In addition, subject to certain limitations, we may incur indebtedness in connection with the acquisition of any real estate assets, refinance the debt thereon, arrange for the leveraging of any previously unfinanced property or reinvest the proceeds of financing or refinancing in additional properties. There can be no assurance that we will be able to obtain such capital or financing on favorable terms, if at all.

 

Net Cash (Used in) Provided by (Used in) Operating Activities

 

As of SeptemberJune 30, 2017,2020, we owned interests in fourteenfifteen hotel properties and three notes receivable from related parties.an investment in marketable securities of approximately $2.5 million. As of June 30, 2019, we owned interests in fifteen hotel properties and an investment in marketable securities of approximately $3.2 million. Net cash (used in) provided by (used in) operating activities for the ninesix months ended SeptemberJune 30, 20172020 and 20162019 was $(13,839,804)$(4.0) million and $1,507,707,$1.0 million respectively. The decrease in cash provided by operating activities for the six months ended June 30, 2020 was primarily due to the fact we had a net operating loss of $19.1 million for the six months ended June 30, 2020 compared to a net operating loss of $6.0 million for the six months ended June 30, 2019.

 


Net Cash Used in Investing Activities

 

Our cash used in investing activities will vary based on how quickly we invest the remaining net offering proceeds from our public offering towards acquisitions of real estate and real-estate related investments. Net cash used in investing activities for the ninesix months ended SeptemberJune 30, 20172020 and 20162019 was $86,189,688$922,000 and $75,499,724,$767,000, respectively. The increasedecrease in cash used in investing activities for the ninesix months ended SeptemberJune 30, 20172020 was due primarilyto a reduction in investment in marketable securities, proceeds from the sale of marketable securities and improvements and additions to hotel properties for the six months ended June 30, 2020 compared to the acquisition of Moody I and notes receivable of $37,754,276 from Moody I.six months ended June 30, 2019.


Net Cash Provided byUsed in Financing Activities

 

For the ninesix months ended SeptemberJune 30, 2017,2020, our cash flows from financing activities consisted primarily of proceeds from our public offering, net of offering costs, distributions paid to our stockholders, and proceedsrepayment of notes payable.debt. Net cash provided byused in financing activities for the ninesix months ended SeptemberJune 30, 20172020 and 20162019 was $91,985,800$1.2 million and $84,722,015,$3.4 million, respectively. The increasedecrease in cash provided byused in financing activities for the six months ended June 30, 2020 was primarily due to an increase inthe fact that we raised gross offering proceeds of note payable net of repayments$10.3 million for the six months ended June 30, 2020 compared to $33.1 million in gross offering proceeds for the six months ended June 30, 2019, and the fact that repayment of notes payable of $70,000,000, related to the new term loan utilized in connection with the mergers,was $1.1 million for the ninesix months ended SeptemberJune 30, 20172020 compared to $45,000,000$15.2 million for the ninesix months ended SeptemberJune 30, 2016.2019.

 

Cash and Cash Equivalents and Restricted Cash

 

As of SeptemberJune 30, 2017,2020, we had cash on hand, cash equivalents and restricted cash of $11,533,620.$9.8 million.

 

Debt

 

We use, and intend to use in the future, secured and unsecured debt as a means of providing additional funds for the acquisition of real property, and potentially securities and debt-related investments.for the acquisition of real estate-related securities. By operating on a leveraged basis, we expect that we will have more funds available for investments. Thisinvestments and will generally allow usbe able to make more investments than would otherwise be possible, which will potentially resultingresult in enhanced investment returns and a more diversified portfolio. However, our use of leverage increases the risk of default on loan payments and the resulting foreclosure on a particular asset. In addition, lenders may have recourse to assets other than those specifically securing the repayment of the indebtedness. When debt financing is unattractive due to high interest rates or other reasons, or when financing is otherwise unavailable on a timely basis, we may purchase certain assets for cash with the intention of obtaining debt financing at a later time.

 

We will be limitedEach of our hotel properties is subject to a mortgage loan secured by our ownership interest in the acquisition of realproperty. The COVID-19 pandemic has resulted in a significant decline in the revenues generated by our hotel properties. If we are unable to service the mortgage loan secured by a hotel property anddue to such decreased revenues, the lender may initiate foreclosure procedures with respect to the property or initiate other investments for the near future in that our $70,000,000 term loan is due August 27, 2018. Also, provisionsavailable remedies. As of the termdate of this Quarterly Report, we were not current with respect to the payments due under the mortgage loans secured by our hotel properties and are engaged in discussions regarding modification of the terms of such mortgage loans with the lenders. As discussed in Note 5, “Debt,” to the consolidated financial statements included in this Quarterly Report, certain of our lenders have already agreed to limited loan require that we raisemodifications, including temporary deferrals of interest and principal payments. As of the date of this Quarterly Report, no lenders have accelerated the maturity of any of the loans secured by our properties or initiated foreclosure procedures with respect to any of our properties.

Note Payable to Related Party

On the April 29, 2019, the acquisition date of the Residence Inn Houston Medical Center, our operating partnership issued a minimumpromissory note payable to the seller of $10the Residence Inn Houston Medical Center property in the original principal amount of $22.6 million, or the note payable to related party. The note payable to related party bore interest at a rate per quarterannum equal to the lesser of the maximum rate permitted by applicable law and 3%. The maturity date of the note payable to related party was extended to June 15, 2020, with all other terms and conditions remaining unchanged. 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, was paid in gross offering proceeds from our public offering and that we make principal payments of $1.5 million per month beginning in November 2017.full during the six months ended June 30, 2020.

Aggregate Indebtedness

 

As of SeptemberJune 30, 2017,2020, our outstanding indebtedness totaled $272,719,983,$240.8 million, which amount includes the mortgage loans secured by each of our hotel properties (including debt associated with properties previously owned by Moody I.acquired in the Mergers). Our aggregate borrowings are reviewed by our board of directors at least quarterly. Under our Articles of Amendment and Restatement, or our charter, we are prohibited from borrowing in excess of 300% of the value of our net assets. “Net assets” for purposes of this calculation is defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts and other non-cash reserves, less total liabilities. The preceding calculation is generally expected to approximate 75% of the aggregate cost of our assets before non-cash reserves and depreciation. However, we may temporarily borrow in excess of these amounts if such excess is approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report, along with an explanation for such excess. As of SeptemberJune 30, 20172020 and December 31, 2016,2019, our debt levels did not exceed 300% of the value of our net assets.


For more information on our outstanding indebtedness, see Note 5, “Debt” to the consolidated financial statements included in this Quarterly Report.

 

Contractual Commitments and Contingencies

 

The following is a summary of our contractual obligations as of SeptemberJune 30, 2017:2020 (in thousands):

 

 Payments Due By Period  Payments Due By Period 
Contractual Obligations Total  2017  2018-2019  2020-2021  Thereafter  Total  2020  2020-2021  2022-2023  Thereafter 
Long-term debt obligations(1) $272,719,983  $3,569,217  $85,752,679  $6,908,900  $176,489,187  $240,750  $2,207  $9,988  $111,296  $117,259 
Interest payments on outstanding debt obligations(2)  69,947,176   3,864,133   22,146,075   16,695,807   27,241,161   51,523   5,662   22,010   18,551   5,300 
Total $342,667,159  $7,433,350  $107,898,754  $23,604,707  $203,730,348  $292,273  $7,869  $31,998  $129,847  $122,559 

 


(1)Amounts include principal payments only.
(2)Projected interest payments are based on the outstanding principal amounts and weighted-average interest rates at SeptemberJune 30, 2017.2020.

 


Organization and Offering Costs

 

We pay ourOur organization and offering costs that weexpenses may be incurred directly incurby us or such costs may be incurred by our advisor on our behalf. Pursuant to the advisory agreement, with our advisor, we are obligated towill reimburse our advisor or its affiliates, as applicable, for organizationorganizational and offering costsexpenses associated with our public offerings incurred by our advisor associated withon our offering,behalf, provided that within 60 days of the last day of the month in which suchany public offering ends, our advisor is obligated to reimburse us to the extent that organization and offering costs we may have incurred in connection with thatsuch public offering exceed 15% of the gross offering proceeds from the sale of our shares of our common stock in thatsuch offering. SuchAs of January 16, 2018, our advisor assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with our public offering. We will not reimburse our advisor for the selling commissions and fees it pays on our behalf, however our advisor intends to recoup all or a portion of such amounts over time through receipt of the contingent advisor payment, as discussed in Note 7, “Related Party Arrangements” to the consolidated financial statements included in this Quarterly Report.

As of June 30, 2020, total organization and offering costs includeexpenses for our initial public offering and follow-on offering were $21.1 million, comprised of $12.3 million of expenses incurred directly by us and $8.8 million in expenses incurred by and reimbursable to our advisor (excluding the selling commissions, and dealer manager fees and stockholder servicing fees paid to a dealer manager, legal, accounting, printingon our behalf by our advisor effective as of January 16, 2018). Total organization and other offering expenses including marketing, salariesfor the initial public offering were $18.4 million, comprised of $12.3 million of expenses incurred directly by us and direct$6.1 million in expenses of our advisor’s employeesincurred by and employees of our advisor’s affiliates and others. Any reimbursementreimbursable to our advisor or its affiliates for(excluding the selling commissions, dealer manager fees and stockholder servicing fees paid on our behalf by our advisor). As of June 30, 2020, total organization and offering costs will not exceed actualexpenses for the follow-on offering were $2.7 million, comprised of $0 of expenses incurred directly by us and $2.7 million in expenses incurred by and reimbursable to our advisor.advisor (excluding the selling commissions, dealer manager fees and stockholder servicing fees paid on our behalf by our advisor). As of June 30, 2020, we had $141,000 due to our advisor for reimbursable offering costs.

 

All offering costs, including selling commissions and dealer manager fees, are recorded as an offset to additional paid-in-capital, and all organization costs are recorded as an expense when we have an obligation to reimburse our advisor.

As of September 30, 2017, total offering costs were $16,282,794, comprised of $12,033,763 of offering costs incurred directly by us and $4,249,031 in offering costs incurred by and reimbursable to our advisor. As of September 30, 2017, we had $22,033 due from our advisor for reimbursable offering costs.


Operating Expenses

 

We will reimburse our advisor for all expenses paid or incurred by our advisor in connection with the services it provides to us, subject to the limitation that we will not reimburse our advisor for any amount by which our operating expenses (including the asset management fee we pay to our advisor) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2% of our average invested assets, or (2) 25% of our net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of our assets for that period, which we refer to as the “2%/25% Limitation.”  Notwithstanding the above, we may reimburse our advisor for expenses in excess of this limitationthe 2%/25% Limitation if a majority of our independent directors determine that such excess expenses are justified based on unusual and non-recurring factors. For the four fiscal quarters ended SeptemberJune 30, 2017,2020, our total operating expenses were $1,943,583,$6.5 million, which included $1,364,099$5.3 million in operating expenses incurred directly by us and $579,484$1.2 million in operating expenses incurred by our advisor on our behalf. Of that $1,943,583$6.5 million in total operating expenses incurred during four fiscal quarters ended June 30, 2020, $0 exceeded the 2%/25% Limitation. We reimbursed our advisor $899,000for $1.2 million in operating expenses during four fiscal quarters ended SeptemberJune 30, 2017, which includes reimbursements for quarters prior to the four quarters ended September 30, 2017.2020. As of SeptemberJune 30, 2017,2020, we had $761,000$239,000 due from Advisorto our advisor for operating expense reimbursement.reimbursements.

 

Critical Accounting Policies

 

General

 

We consider the accounting policies described below to be critical because they involve significant judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions is different, it is possible that different accounting policies will be applied or different amounts of assets, liabilities, revenues and expenses will be recorded, resulting in a different presentation of the consolidated financial statements or different amounts reported in the consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

 

Income Taxes

 

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2016. We did not meet all of the qualifications to be a REIT under the Internal Revenue Code for the year ended December 31, 2015 and for the period from July 25, 2014 (inception) to December 31, 2014, including not having enoughthe requisite number of shareholders for a sufficient number of days in those periods. Prior to qualifying to be taxed as a REIT we were subject to normal federal and state corporation income taxes.

 

Provided that we continue to qualify as a REIT, we generally will not be subject to federal corporate income tax to the extent we distribute our REIT taxable income to our stockholders, so long as we distribute at least 90% of our REIT taxable income (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) and satisfy the other organizational and operational requirements for REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.

 


We lease the hotels that we acquiredacquire to a wholly owned taxable REIT subsidiary, or TRS that is subject to federal, state and local income taxes.

 

We account for income taxes of our TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We record a valuation allowance for net deferred tax assets that are not expected to be realized.


We have reviewed tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination. We had no material uncertain tax positions as ofSeptember June 30, 2017.2020.

 

The preparation of our various tax returns requires the use of estimates for federal and state income tax purposes. These estimates may be subjected to review by the respective taxing authorities. A revision to an estimate may result in an assessment of additional taxes, penalties and interest. At this time, a range in which our estimates may change is not expected to be material. We will account for interest and penalties relating to uncertain tax provisions in the current period’s results of operations, if necessary. The Company hasWe have tax years 20122014 through 20162018 remaining subject to examination by various federal and state tax jurisdictions.

 

Valuation and Allocation of Hotel Properties — Acquisitions

 

Upon acquisition, the purchase price of hotel properties are allocated to the tangible assets acquired, consisting of land, buildings and furniture, fixtures and equipment, any assumed debt, identified intangible assets and asset retirement obligations, if any, based on their fair values. Acquisition costs are charged to expense as incurred. Initial valuations are subject to change during the measurement period, but the measurement period ends as soon as the information is available. The measurement period shall not exceed one year from the acquisition date.

 

Land fair values are derived from appraisals, and building fair values are calculated as replacement cost less depreciation or our estimates of the relative fair value of these assets using discounted cash flow analyses or similar methods. The fair value of furniture, fixtures and equipment is based on their fair value using replacement costs less depreciation.

 

We determine the fair value of any assumed debt by calculating the net present value of the scheduled mortgage payments using interest rates for debt with similar terms and remaining maturities that we believe we could obtain at the date of acquisition. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining life of the loan as interest expense.

 

In allocating the purchase price of each of our properties, we make assumptions and use various estimates, including, but not limited to, the estimated useful lives of the assets, the cost of replacing certain assets and discount rates used to determine present values. Many of these estimates are obtained from independent third party appraisals. However, we are responsible for the source and use of these estimates. These estimates are based on judgment and subject to being imprecise; accordingly, if different estimates and assumptions were derived, the valuation of the various categories of our hotel properties or related intangibles could, in turn, result in a difference in the depreciation or amortization expense recorded in our consolidated financial statements. These variances could be material to our results of operations and financial condition.

 

Valuation and Allocation of Hotel Properties — Ownership

 

Depreciation expense is computed using the straight-line method based upon the following estimated useful lives:

 

  Estimated
Useful Lives
(years)
 
Buildings and improvements  39-40 
Exterior improvements  10-20 
Furniture, fixtures and equipment  5-10 


Impairment

 

We monitor events and changes in circumstances indicating that the carrying amounts of our hotel properties may not be recoverable. When such events or changes in circumstances are present, we assess potential impairment by comparing estimated future undiscounted cash flows expected to be generated over the life of the asset from operating activities and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted cash flows, we recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value for assets held for use and fair value less costs to sell for assets held for sale. There were no such impairment losses for the three or nine month periodsand six months ended SeptemberJune 30, 20172020 and 2016.2019.

 


In evaluating our hotel properties for impairment, we make several estimates and assumptions, including, but not limited to, the projected date of disposition of the properties, the estimated future cash flows of the properties during our ownership and the projected sales price of each of the properties. A change in these estimates and assumptions could result in a change in the estimated undiscounted cash flows or fair value of our hotel properties which could then result in different conclusions regarding impairment and material changes to our consolidated financial statements.

 

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard permits the use of either the full retrospective or modified retrospective adoption. In July 2015, the FASB voted to defer the effective date to January 1, 2018 with early adoption beginning January 1, 2017. We have begun to evaluate each of our revenue streams under the new model. Based on preliminary assessments, we do not expect the adoption of ASU No. 2014-09 to have a material effect on our consolidated financial position or our consolidated results of operations.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Liabilities,” which enhances the reporting requirements surrounding the measurement of financial instruments and requires equity securities to be measured at fair value with changes in the fair value recognized through net income for the period. ASU No. 2016-01 is effective for our fiscal year commencing on January 1, 2018. We do not anticipate that the adoption of ASU No. 2016-01 will have a material effect on our consolidated financial position or our consolidated results of operations.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which changes lessee accounting to reflect the financial liability and right-of-use assets that are inherent to leasing an asset on the balance sheet. ASU No. 2016-02 isThe standard requires a modified retrospective approach, with restatement of the prior periods presented in the year of adoption, subject to any FASB modifications. This standard will be effective for our fiscal year commencingthe first annual reporting period beginning after December 15, 2018. We adopted this standard on January 1, 2019, but early adoption is permitted. The2019. In evaluating the effect that the adoption of ASU No. 2016-02 will have on our consolidated financial position orstatements and related disclosures, we believe the impact will be minimal to our ongoing consolidated results of operations is not currently reasonably estimable.financial statements.

 

In August 2016,2017, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts2017-12, “Derivatives and Cash Payments,Hedging: Targeted Improvements to Accounting for Hedging Activities,” which addressesimproves the Statementfinancial reporting of Cash Flow classificationhedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and presentationsimplifies the application of certain cash transactions. ASU No. 2016-15 ishedge accounting. This standard will be effective for our fiscal year commencing on January 1, 2018. The effect of this amendment is to be applied retrospectively where practical and earlythe first annual period beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted. We expect to adopt ASU No. 2016-15 for our fiscal year commencingadopted this standard on January 1, 2018. We do2018 and aside from minor presentation changes in its disclosure on derivative and hedging activities, it will not anticipate that the adoption of ASU No. 2016-15 will have a material effect on our ongoing consolidated financial position or our consolidated results of operations.statements.

 

In November 2016, the FASB issued ASU No. 2016-18, “Classification of Restricted Cash,” which addresses the Statement of Cash Flow classification and presentation of restricted cash transactions. ASU No. 2016-18 is effective for our fiscal year commencing on January 1, 2018. The effect of this amendment is to be applied retrospectively and early adoption is permitted. We expect to adopt ASU No. 2016-18 for our fiscal year commencing on January 1, 2018. We do not anticipate that the adoption of ASU No. 2016-18 will have a material effect on our consolidated financial position or our consolidated results of operations.

In January 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business,” with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as an acquisition of assets or a business. ASU No. 2017-01 is effective for our fiscal year commencing on January 1, 2018. The effect of this guidance is to be applied prospectively and early adoption is permitted. We do not anticipate that the adoption of ASU No. 2016-18 will have a material effect on our consolidated financial position or our consolidated results of operations.

Inflation

 

As of SeptemberJune 30, 2017,2020, our investments consisted of ownership interests in fourteenfifteen hotel properties and three notes receivable from related parties.investments in marketable securities valued at $2.5 million. Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects of inflation. Competitive pressures may, however, limit the operators’ ability to raise room rates. The notesnote receivable from a related parties bearparty bears interest at a fixed rate of interest and inflation could, therefore, have an impact on theirits fair value. As of SeptemberJune 30, 2017,2020, we were not experiencing any material impact from inflation.

 


REIT Compliance

 

We elected to be taxed as a REIT beginningcommencing with ourthe taxable year ended December 31, 2016. To qualify as a REIT for tax purposes, we are required to distribute at least 90% of our REIT taxable income (determined for this purpose without regard to the dividends-paid deduction and excluding net capital gain) to our stockholders. We must also meet certain asset and income tests, as well as other requirements. We will monitor the business and transactions that may potentially impact our REIT status. If we fail to qualify as a REIT in any taxable year following the taxable year in which we initially elect to be taxed as a REIT, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which our REIT qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. We did not meet all of the qualifications to be a REIT under the Internal Revenue Code for the year ended December 31, 2015 and the period from July 25, 2014 (inception) to December 31, 2014.

 

Distributions

 

Our board of directors haspreviously authorized and declared a distribution to our stockholders for 2017 that would be (1) is calculated daily and reduced for class-specific expenses; (2) is payable in cumulative amounts on or before the 15th day of each calendar month to stockholders of record as of the last day of the previous month; and (3) is calculated at a rate of $1.75$1.7528 per share of the Company’sour common stock per year, or approximately $0.00479$0.00480 per share per day, before any class-specific expenses. We first paid


On March 24, 2020, our board unanimously approved the suspension of the payment of distributions on September 15, 2015.to our stockholders, effective immediately, and the operation of the DRP, effective as of April 6, 2020. The payment of distributions and the DRP will each remain suspended until such time as our board of directors approves their resumption. 

 

The following table summarizes distributions paid in cash and pursuant to ourthe DRP for the ninesix months ended SeptemberJune 30, 20172020 and 2016:2019 (in thousands):

          
Period Cash
Distribution
  Distribution
Paid Pursuant
to DRP(1)
  Total Amount
of Distribution
 
First Quarter 2020 $4,404  $1,392  $5,796 
Second Quarter 2020         
Total $4,404  $1,392  $5,796 
             
First Quarter 2019 $3,517  $1,121  $4,638 
Second Quarter 2019  3,858   1,228   5,086 
Total $7,375  $2,349  $9,724 

 

Period Cash Distribution  Distribution Paid
Pursuant to DRP(1)
  Total
Amount of
Distribution
 
First Quarter 2017 $1,016,749  $410,733  $1,427,482 
Second Quarter 2017  1,325,157   589,483   1,914,640 
Third Quarter 2017  1,478,301   626,925   2,105,226 
Total $3,820,207  $1,627,141  $5,447,348 
             
First Quarter 2016 $185,952  $84,466  $270,418 
Second Quarter 2016  351,169   157,799   508,968 
Third Quarter 2016  634,948   229,708   864,656 
Total $1,172,069  $471,973  $1,644,042 


(1)Amount of distributions paid in shares of common stock pursuant to our distribution reinvestment plan.the DRP.

 

Funds from Operations and Modified Funds from Operations

 

One of our objectives is to provide cash distributions to our stockholders from cash generated by our operations. Cash generated from operations is not equivalent to net income as determined under GAAP. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a standard known as Funds from Operations, or FFO, which it believes more accurately reflects the operating performance of a REIT. As defined by NAREIT, FFO means net income computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures in which the REIT holds an interest. We have adopted the NAREIT definition for computing FFO because, in our view, FFO is a meaningful supplemental performance measure in conjunction with net income.

 

Changes in the accounting and reporting rules under GAAP that have been put into effect since the establishment of NAREIT’s definition of FFO have prompted a significant increase in the magnitude of non-cash and non-operating items included in FFO, as defined. As a result, in addition to FFO, we also calculate modified funds from operations, or MFFO, a non-GAAP supplemental financial performance measure that our management uses in evaluating our operating performance. Similar to FFO, MFFO excludes items such as depreciation and amortization. However, MFFO excludes non-cash and non-operating items included in FFO, such as amortization of certain in-place lease intangible assets and liabilities and the amortization of certain tenant incentives. Our calculation of MFFO will exclude these items, as well as the effects of straight-line rent revenue recognition, fair value adjustments to derivative instruments that do not qualify for hedge accounting treatment, non-cash impairment charges and certain other items, when applicable. Our calculation of MFFO will also include, when applicable, items such as master lease rental receipts, which are excluded from net income (loss) and FFO, but which we consider in the evaluation of the operating performance of our real estate investments.

 


We believe that MFFO reflects the overall impact on the performance of our real estate investments of occupancy rates, rental rates, property operating costs and development activities, as well as general and administrative expenses and interest costs, which is not immediately apparent from net income (loss). As such, we believe MFFO, in addition to net income (loss) as defined by GAAP, is a meaningful supplemental performance measure which is used by our management to evaluate our operating performance and determine our operating, financing and dividend policies.

 


Please see the limitations listed below associated with the use of MFFO as compared to net income (loss):

 

Our calculation of MFFO will exclude any gains (losses) related to changes in estimated values of derivative instruments related to any interest rate swaps which we hold. Although we expect to hold these instruments to maturity, if we were to settle these instruments prior to maturity, it would have an impact on our operations. We do not currently hold any material derivativesuch derivate instruments and thus our calculation of MFFO set forth in the table below does not reflect any such exclusion.

Our calculation of MFFO will exclude any impairment charges related to long-lived assets that have been written down to current market valuations. Although these losses will be included in the calculation of net income (loss), we will exclude them from MFFO because we believe doing so will more appropriately present the operating performance of our real estate investments on a comparative basis. We have not recognized any such impairment charges and thus our calculation of MFFO set forth in the table below does not reflect any such exclusion.

Our calculation of MFFO will exclude organizational and offering expenses and acquisition expenses. Although organizational and acquisition expenses reduce net income, we fund such costs with proceeds from our offering and acquisition-related indebtedness, and do not consider these expenses in the evaluation of our operating performance and determining MFFO. Offering expenses do not affect net income. Our calculation of MFFO set forth in the table below reflects the exclusion of acquisition expenses.

 

We believe MFFO is useful to investors in evaluating how our portfolio might perform after our offering and acquisition stage has been completed and, as a result, may provide an indication of the sustainability of our distributions in the future. However, as described in greater detail below, MFFO should not be considered as an alternative to net income (loss) or as an indication of our liquidity. Many of the adjustments to MFFO are similar to adjustments required by SEC rules for the presentation of pro forma business combination disclosures, particularly acquisition expenses, gains or losses recognized in business combinations and other activity not representative of future activities. MFFO is also more comparable in evaluating our performance over time and as compared to other real estate companies, which may not be as involved in acquisition activities or as affected by impairments and other non-operating charges.

 

MFFO is useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. However, MFFO is not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining MFFO. Investors are cautioned that, due to the fact that impairments are based on estimated future undiscounted cash flows and, given the relatively limited term of our operations, it could be difficult to recover any impairment charges.

 

The calculation of FFO and MFFO may vary from entity to entity because capitalization and expense policies tend to vary from entity to entity. Consequently, our presentation of FFO and MFFO may not be comparable to other similarly titled measures presented by other REITs. In addition, FFO and MFFO should not be considered as an alternative to net income (loss) or to cash flows from operating activities and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. In particular, as we are currently in the acquisition phase of our life cycle, acquisition costs and other adjustments which are increases to MFFO are, and may continue to be, a significant use of cash. MFFO also excludes impairment charges, rental revenue adjustments and unrealized gains and losses related to certain other fair value adjustments. Accordingly, both FFO and MFFO should be reviewed in connection with other GAAP measurements.

 


The table below summarizes our calculation of FFO and MFFO for the three and ninesix months ended SeptemberJune 30, 20172020 and 20162019 and a reconciliation of such non-GAAP financial performance measures to our net loss.income (in thousands).

 

 Three months ended
September 30,
  Nine months ended
September 30,
  Three months ended
June 30,
 

Six months ended 

June 30,

 
 2017  2016  2017  2016  2020 2019 2020 2019 
Net loss $(10,036,983) $469,510  $(11,056,763) $(646,604) $(8,797) $(3,223) $(19,053) $(6,013)
Adjustments:                         
Depreciation and amortization  671,090   570,542   1,841,077   1,126,147 
Depreciation of real estate 3,847 3,495 7,687 6,669 
Loss (gain) on sale of marketable securities  403  (9)  440  (9)
Funds from Operations  (9,365,893)  1,040,052   (9,215,686)  479,543  (4,547) 263 (10,926) 647 
Adjustments:                         
Acquisition expenses  10,758,141   20,200   11,806,469   1,258,322   2,212  2,212 
Unrealized loss (gain) on change in fair value of investment in marketable securities (1,785) (126) 2,027 33 
Amortization of debt issuance costs  169  273  339  600 
Modified Funds from Operations $1,392,248  $1,060,252  $2,590,783  $1,737,865  $(6,163) $2,622 $(8,560) $3,492 

 

Related Party Transactions and Agreements

We have entered into agreements with our advisor and its affiliates whereby we have paid, and may continue to pay, certain fees to, or reimburse certain expenses of, our advisor or its affiliates in connection with the mergers and for acquisition and advisory fees and expenses, financing coordination fees, organization and offering costs, sales commissions, dealer manager fees, asset and property management fees and expenses, leasing fees and reimbursement of certain operating costs. See Note 1, “Organization - Merger with Moody I,” and Note 7, “Related Party Arrangements,” to the consolidated financial statements included in this Quarterly Report for a discussion of our related-party transactions, agreements and fees.

Off-Balance Sheet Arrangements

 

As of SeptemberJune 30, 2017,2020 and December 31, 2019, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Subsequent EventsRelated Party Transactions and Agreements

 

Distributions DeclaredWe have entered into agreements with our advisor and its affiliates whereby we have paid, and may continue to pay, certain fees to, and reimburse certain expenses of, our advisor or its affiliates in connection with the services our advisor and its affiliates provide to us. See Note 7, “Related Party Arrangements,” to the consolidated financial statements included in this Quarterly Report for a discussion of our related-party transactions, agreements and fees.

 

On September 30, 2017, we declaredSubsequent Events

COVID-19 Pandemic

As discussed elsewhere in this Quarterly Report, the COVID-19 pandemic has had, and is expected to continue to have, a distribution insignificant adverse effect on the aggregate amount of $756,031 of which $496,217 was paid in cash on October 15, 2017, $207,869 was paid pursuant to the DRP in the form of additional sharesoperating results of our common stock,hotel properties and $51,945 was deferred pending the return of letters of transmittal by former Moody I stockholders. On October 31, 2017, we declared a distribution in the aggregate amount of $1,277,982, which is scheduled to be paid in cash and through the DRP in the form of additional shares of our common stock on or about November 15, 2017.overall financial condition.

 

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Market Risk

 

Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity, fund capital expenditures and expand our real estate investment portfolio and operations. Market fluctuations in real estate financing may affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estate in the future. We will seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

 

With regard to variable rate financing, our advisor will assess our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. Our advisor will maintainmaintains risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations as well as our potential offsetting hedge positions. While this hedging strategy will be designed to minimize the impact on our net income and funds from operations from changes in interest rates, the overall returns on your investment may be reduced.

 


As of SeptemberJune 30, 2017,2020, our indebtedness, as described below, was comprised of notes secured by our hotel properties and the Company’s secured loan to MN TX II, LLC, a Texas limited liability company and a related party, or the MN TX II note.properties. All such notes, except the Term Loan, accrue interest at a fixed rate and, therefore, an increase or decrease in interest rates would have no effect on our interest expense with respect such notes. Interest rate changes will affect the fair value of any fixed rate instruments that we hold. As we expect to hold our fixed rate instruments to maturity and the amounts due under such instruments would be limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates, and the resulting change in fair value of our fixed rate instruments, would have a significant impact on our operations.

 

As of SeptemberJune 30, 20172020 and December 31, 2016,2019, our mortgage notes payable secured by the respective real properties and mortgage note receivable, consisted of the following: following ($ amounts in thousands):

                  
Mortgage Loan Principal as of
September 30,
2017
  Principal as of
December 31,
2016
  Interest Rate
at
September 30,
2017
  Maturity Date
Loan Principal
as of
June 30,
2020
 Principal
as of
December 31,
2019
 Interest
Rate at
June 30,
2020
 Maturity Date Loan Modifications
Residence Inn Austin(1) $16,575,000  $16,575,000   4.580% November 1, 2025 $16,234 $16,300 4.580November 1, 2025   
Springhill Suites Seattle(2)(1)  45,000,000   45,000,000   4.380% October 1, 2026 43,979 44,165 4.380October 1, 2026 Three months deferral of interest and principal payments from May to July, 2020.  Three months interest only payments from August to October, 2020.
MN TX II Note(3)  8,400,000   8,400,000   3.750% October 6, 2018
Homewood Suites Woodlands(4)  9,244,028      4.690% April 11, 2025
Hyatt Place Germantown(4)  7,216,139      4.300% May 6, 2023
Hyatt Place North Charleston(4)  7,323,184      5.193% August 1, 2023
Hampton Inn Austin(4)  10,915,327      5.426% January 6, 2024
Residence Inn Grapevine(4)  12,608,294      5.250% April 6, 2024
Homewood Suites Woodlands(1) 8,838 8,915 4.690%April 11, 2025  
Hyatt Place Germantown(1) 6,824 6,865 4.300%May 6, 2023  
Hyatt Place North Charleston(1) 6,994 7,019 5.193August 1, 2023 Payment of $100,000 cash deposit and may make interest and principal payments for six months from restricted cash.
Hampton Inn Austin(1) 10,442 10,493 5.426%January 6, 2024  
Residence Inn Grapevine(1) 12,037 12,114 5.250%April 6, 2024  
Marriott Courtyard Lyndhurst(1) 18,833 18,934 4.700September 27, 2024 April 2020 payment was interest only.  Two-month deferral of principal and interest payments for May and June, 2020. Three months interest only payments from July to September, 2020.
Hilton Garden Inn Austin(4)(1)  18,782,241      4.530% December 11, 2024 17,997 18,080 4.530%December 11, 2024  
Hampton Inn Great Valley(4)(1)  8,150,750      4.700% April 11, 2025 7,816 7,861 4.700%April 11, 2025  
Embassy Suites Nashville(4)(1)  42,890,574      4.2123% July 11, 2025 41,057 41,250 4.2123%July 11, 2025  
Homewood Suites Austin(4)(1)  10,987,326      4.650% August 11, 2025 10,556 10,602 4.650%August 11, 2025  
Hampton Inn Houston(4)  4,627,120      6.000% August 10, 2018
Term Loan(5)  70,000,000      30-day LIBOR
plus  7.250
% September 27, 2018
Townplace Suites Fort Worth(1) 5,947 5,979 4.700September 27, 2024 April 2020 payment was interest only.  Two-month deferral of principal and interest payments for May and June, 2020. Three months interest only payments from July to September, 2020.
Hampton Inn Houston(1) 4,342 4,366 5.250%April 28, 2023 Six-month deferral of principal and interest payments for  payments due March 28, 2020 through August 28, 2020.
Residence Inn Houston Medical Center(2) 28,854 28,953 5.000October 1, 2024 Deferral of principal and interest payments for six months from April to September, 2020.  Interest only payments for an additional twelve months form October 2020 to September 2021.
Total notes payable  272,719,983   69,975,000        240,750 241,896    
Less unamortized debt issuance costs  (5,192,454)  (931,498)       (2,954)(3,293)    
Total notes payable, net of unamortized debt issuance costs $267,527,529  $69,043,502        $237,796 $238,603    

 


(1)Monthly payments of interest are due and payable until the maturity date. Monthly payments of principal are due and payable beginning in December 2017 until the maturity date.
(2)Monthly payments of interest only are due and payable in calendar years 2016 and 2017, after which monthly payments of principal and interest are due and payable until the maturity date.
(3)(2)Monthly payments of interest only are due until the maturity date.
(4)Monthly payments of interest and principal are due until maturity date.
(5)Monthly payments of interest arewere due and payable until the maturity date.October 2019. Monthly payments of principal and interest are due and payable beginning in November 20172019 until the maturity date.

 


Hotel properties secure their respective loans.

Credit Risk

 

We willare also be exposed to credit risk. Credit risk in our investments in debt and securities relates to each individual borrower’s ability to make required interest and principal payments on scheduled due dates. We seek to manage credit risk through our advisor’s comprehensive credit analysis prior to making an investment, actively monitoring our asset portfolio and the underlying credit quality of our holdings and subordination and diversification of our portfolio. Our analysis is based on a broad range of real estate, financial, economic and borrower-related factors which we believe are critical to the evaluation of credit risk inherent in a transaction. We believe that the MN TX II note is adequately secured and that the borrower is creditworthy.

In addition, we have one unsecured loan in the aggregate principal amount of $9,000,000, or the Related Party Note, and one unsecured loan in the aggregate principal amount of $4,500,000, or the Related Party Mezzanine Note, that we acquired as a result of the mergers. The proceeds from the Related Party Note and the Related Party Mezzanine Note were used to acquire properties in Katy, Texas and Houston, Texas, respectively. While neither the Related Party Note nor the Related Party Mezzanine Note are secured, we believe that the borrowers for the unsecured notes receivable from related parties are creditworthy.


ITEM 4.CONTROLS AND PROCEDURES.

 

ITEM 4.       CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report, management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based upon, and as of the date of, the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during the quarter ended SeptemberJune 30, 20172020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II — II—OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS.

 

From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by government agencies.

ITEM 1A.RISK FACTORS.

ITEM 1A.RISK FACTORS.

 

Except as set forth below, there have been no material changes to the risk factors contained in Part I, Item 1A set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 23, 2017. Risk factors under30, 2020.

The global pandemic of a novel strain of coronavirus which causes the heading “Risks Relateddisease known as COVID-19 has, and is expected to continue to, adversely affect our financial condition and operating results.

Since its discovery in December 2019, COVID-19 has spread from China to almost every other country, including the United States. The spread of COVID-19 has been declared a pandemic by the World Health Organization and in the United States the Health and Human Services Secretary has declared a public health emergency and the President has declared a national emergency in response to the Mergers”pandemic. The pandemic has adversely impacted numerous industries, including hospitality and travel, is expected to have a continued adverse impact on economic and market conditions.

The COVID-19 pandemic has had, and is expected to continue to have, a significant adverse effect on the operating results of our hotel properties, which depend primarily upon revenues driven by business and leisure travel. A number of measures taken by governmental entities and employers intended to slow the transmission of COVID-19 have dramatically reduced business and leisure travel, and a result the demand for rooms at our hotel properties, including (i) restrictions on travel and public gatherings, quarantines and shelter-at-home orders, (ii) the postponement or cancellation of conventions, festivals, sporting events and other public events, (iii) the closure of amusement parks, museums, retail centers and other tourist attractions, and (iv) the closure of colleges and universities. These measures may be in place for a considerable period of time, and additional, more restrictive measures may be implemented in the future. If the decline in demand for rooms at our hotel properties continues, we may ultimately be required to close, or give back to lenders, one or more hotel properties.Each of our hotel properties is subject to a mortgage loan secured by our ownership interest in the property. If we are unable to service the mortgage loan secured by a hotel property due to decreased revenues generated by such property, the lender with respect to such mortgage loan may initiate foreclosure procedures with respect to the property or initiate other available remedies.

In addition to reducing demand for rooms at our hotel properties, the COVID-19 pandemic and the measures implemented in response thereto may increase the cost of operation of our hotel properties and negatively impact the ability of our hotel properties to obtain necessary goods and services and provide adequate staffing. The pandemic may also cause delays in planned improvements, renovations or maintenance at our properties due to constraints on work force availability or difficulties in sourcing and transporting necessary materials.

The COVID-19 pandemic is a continually evolving situation and considerable uncertainty surrounds its ultimate consequences. The ongoing effects of the COVID-19 pandemic on our operations continue to have a material adverse impact on our financial results and liquidity, and such adverse impact may continue well beyond the effective containment or mitigation of the pandemic, including beyond the development and distribution of vaccines and additional therapeutic treatments. Since the extent to which the COVID-19 pandemic impacts our operations will depend on future developments that are not substantially reproduced below are hereby deleted.highly uncertain, including the severity and duration of the pandemic, the cities and geographic regions most severely impacted by the pandemic, and the extent and effectiveness of the measures taken on an international, national and local level to mitigate the pandemic’s impact, we cannot estimate the impact of the pandemic on our near- or longer-term financial or operational results with reasonable certainty.

On March 24, 2020, in response to the pandemic’s adverse effect on our financial condition and operating results, our board of directors approved the indefinite suspension of the sale of shares of our common stock in our public offering, the payment of distributions to our stockholders, and the operation of our DRP and share repurchase program. Our board of directors and our management continue to evaluate our financial condition and the overall economic environment to determine if and when we will seek to resume raising capital, resume the payment of distributions and reinstate our DRP and share repurchase program. However, it is impossible to predict if or when we will be able to take any or all of such actions or return to normal operations.

 

46

We have paid, and may continue to pay, distributions from the proceeds of our offering. To the extent that we pay distributions from sources other than our cash flow from operations, we will have reduced funds available for investment and the overall return to our stockholders may be reduced.

Our organizational documents permit us to pay distributions from any source, including net proceeds from our public offerings, borrowings, advances from our sponsor or advisor and the deferral of fees and expense reimbursements by our advisor, in its sole discretion. Since our inception, our cash flow from operations has not been sufficient to fund all of our distributions. Of the $54.5 million in total distributions we paid during the period from our inception through June 30, 2020, including shares issued pursuant to our DRP, $0, or 0%, were paid from cash provided by operating activities and $54.5 million, or 100%, were paid from offering proceeds. Until we make substantial investments, we may continue to fund distributions from the net proceeds from our offering or sources other than cash flow from operations. We have not established a limit on the amount of offering proceeds, or other sources other than cash flow from operations, which we may use to fund distributions.

If we are unable to consistently fund distributions to our stockholders entirely from our cash flow from operations, the value of the shares of our common stock may be reduced, including upon a listing of our common stock, the sale of our assets or any other liquidity event should such event occur. To the extent that we fund distributions from sources other than our cash flow from operations, our funds available for investment will be reduced relative to the funds available for investment if our distributions were funded solely from cash flow from operations, our ability to achieve our investment objectives will be negatively impacted and the overall return to our stockholders may be reduced. In addition, if we make a distribution in excess of our current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital, which will reduce the stockholder’s tax basis in its shares of common stock. The amount, if any, of each distribution in excess of a stockholder’s tax basis in its shares of common stock will be taxable as gain realized from the sale or exchange of property.

On March 24, 2020, our board of directors unanimously approved the suspension of the payment of distributions to our stockholders, effective immediately, due to the impact that the COVID-19 pandemic is having and is expected to continue to have on our hotel properties. There can be no assurance when the payment of distributions will resume, if at all.

Our cash distributions have been indefinitely suspended. To the extent paid in the future, our distributions will not be guaranteed, may fluctuate and may constitute a return of capital or taxable gain from the sale or exchange of property.

On March 24, 2020, our board of directors approved the suspension of the payment of distributions to our stockholders, effective immediately, due to the impact that the COVID-19 pandemic is having and is expected to continue to have on our hotel properties. There can be no assurance when the payment of distributions will resume, if at all. To the extent the payment of distributions is resumed, the amount and timing of distributions will be determined by our board of directors and will typically depend upon the amount of funds available for distribution, which will depend on items such as current and projected cash requirements and tax considerations. As a result, our distribution rate and payment frequency may vary from time to time. Our long-term strategy is to fund the payment of monthly distributions to our stockholders entirely from our funds from operations. However, we may need to borrow funds, request that our advisor in its discretion, defer its receipt of fees and reimbursements of expenses or, to the extent necessary, utilize offering proceeds in order to make cash distributions. Accordingly, the amount of distributions paid at any given time may not reflect current cash flow from operations. Distributions payable to stockholders may also include a return of capital, rather than a return on capital.


There is no public trading market for shares of our common stock and we are not required to effectuate a liquidity event by a certain date. As a result, it will be difficult for you to sell your shares of our common stock and, if you are able to sell your shares, it willyou are likely beto sell them at a substantial discount.

 

There is no current public market for the shares of our common stock and our charter does not require that we have no obligation to list our shares on any public securities market or provideconsummate any other type oftransaction to provide liquidity to our stockholders.stockholders on any date certain or at all. It will therefore be difficult for you to sell your shares of our common stock promptly or at all. Even if you are able to sell your shares of our common stock, the absence of a public market may cause the price received for any shares of our common stock sold to be less than what you paid or less than theiryour proportionate value of the assets we own. We have adopted a share repurchase program but it is limited in terms of the amount of shares that a stockholder may sell back to us each quarter. Our board of directors may amend, suspend or terminate our share repurchase program upon 10 days’ prior notice to our stockholders. On March 14, 2017, in connection with24, 2020, our board of directors approved the mergers, we suspendedsuspension of our share repurchase program, with such suspension effective March 24, 2017.Our boardas of directors reinstatedApril 6, 2020, due to the share repurchase programimpact that the COVID-19 pandemic is having and is expected to continue to have on the closing date of the merger.Additionally, our charter does not require that we consummate a transaction to provide liquidity to stockholders on any date certain or at all. As a result, shares of our common stock should be viewed only as a long-term investment, and investors must be prepared to hold their shares for an indefinite length of time.hotel properties.

 

Our stockholdersYou are limited in theiryour ability to sell your shares of common stock pursuant to our share repurchase program. StockholdersYou may not be able to sell any of your shares of our common stock back to us, and if theyyou do sell theiryour shares, theyyou may not receive the price theyyou paid.

 

Our share repurchase program, when operational, may provide our stockholdersyou with a limited opportunity to have theiryour shares of common stock repurchased by us at a price equal to or at a discount from the purchase price of the shares of our common stock being repurchasedrepurchased. Unless the shares are being repurchased in connection with a stockholder’s death or qualifying disability, shares may not be repurchased under our share repurchase program until after the first anniversary of the date of purchase of such shares. We anticipate that shares of our common stock may be repurchased on a quarterly basis. However, our share repurchase program contains certain restrictions and limitations, including those relating to the number of shares of our common stock that we can repurchase at any given time and limiting the repurchase price. Specifically, we presently limit the number of shares to be repurchased to no more than the lesser of (1) 5.0% of the weighted-average number of shares of our common stock outstanding during the prior calendar year and (2) the number of shares of our common stock that could be purchased with the net proceeds from the sale of shares under the DRPour distribution reinvestment plan in the prior calendar year plus such additional funds as may be reserved for share repurchase by our board; provided, however, that shares subject to a repurchase request upon the deathboard of a stockholder will be included in calculating the maximum number of shares that may be repurchased, but the above limitation shall not apply to repurchases requested upon the death of a stockholder.directors.

 

In addition, our board of directors reserves the right to amend, or suspend the share repurchase program at any time or terminate the share repurchase program upon a determination that termination would be in our best interests. Therefore, stockholders may not have the opportunity to make a repurchase request prior to an amendment, termination or suspension of the share repurchase program and may not be able to sell any of their shares of common stock back to us pursuant to our share repurchase program. Moreover, if investors do sell their shares of common stock back to us pursuant to the share repurchase program, they may not receive the same price they paid for any shares of our common stock being repurchased.

On January 4, 2017, our board of directors amended the share repurchase program to provide that our board may amend, suspend or terminate theour share repurchase program at any time upon 10 days’ prior written notice to our stockholders, which notice may be provided by including such information (i) in a current report on Form 8-K or in the our annual or quarterly reports, all as publicly filed or furnished with the Securities and Exchange Commission,SEC, or (ii) in a separate mailing to our stockholders. OnTherefore, you may not have the opportunity to make a repurchase request prior to an amendment, termination or suspension of our share repurchase program and you may not be able to sell any of your shares of common stock back to us pursuant to our share repurchase program. Moreover, if you do sell your shares of common stock back to us pursuant to our share repurchase program you may not receive the same price you paid for any shares of our common stock being repurchased.

We temporarily suspended our share repurchase program from March 14,24, 2017 to September 27, 2017 in connection with the mergers, we suspendedand from January 1, 2018 to January 16, 2018, in connection with amending our registration statement to provide that our advisor will pay all underwriting compensation with respect to the sale of shares of our common stock. On March 24, 2020, our board of directors again approved the suspension of our share repurchase program, with such suspension effective March 24, 2017. Our boardas of directors reinstatedApril 6, 2020, due to the share repurchase programimpact that the COVID-19 pandemic is having and is expected to continue to have on the closing date of the merger.our hotel properties.

 


Our stockholders and Moody I stockholders were diluted by the mergers.

The merger diluted the ownership position of our current stockholders and resulted in Moody I stockholders having an ownership stake in us that is smaller than their prior stake in Moody I. In connection with the mergers, we issued approximately 3.65 million shares of our Class A common stock to the former holders of Moody I common stock, based on the elections of Moody I’s stockholders. Accordingly, our current stockholders and former Moody I stockholders hold approximately 57% and 43% of our common stock, respectively, following the merger. In addition, approximately 298,037 units of limited partnership interest in our operating partnership were issued in connection with the partnership merger. Consequently, our stockholders and Moody I stockholders, as a general matter, have less influence over the management and policies of us after the merger than each exercised over the management and policies of us and Moody I, as applicable, immediately prior to the mergers.

We incurred debt in connection with the mergers, which may limitLegislative, regulatory or administrative changes could adversely affect us or our financial and operating flexibility, and we may incur additional borrowings, which could increase the risks associated with our borrowings.stockholders.

 

In connectionLegislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with the mergers, we incurred additional debt. Our borrowings could have material adverse consequences forretroactive effect, and may adversely affect us and/or our business and may:

require us to dedicate a large portion of our cash flow to pay principal and interest on our borrowings, which will reduce the availability of cash flow to fund working capital, capital expenditures, and other business activities;

increase our vulnerability to general adverse economic and industry conditions;

subject us to maintaining various debt, operating income, net worth, cash flow, and other financial covenants;

limit our flexibility in planning for, or reacting to, changes in our business and industry;

restrict our operating policies and ability to make strategic acquisitions, dispositions, or exploiting business opportunities;

place us at a disadvantage compared to our competitors that have less borrowings;

limit our ability to borrow more funds (even when necessary to maintain adequate liquidity), dispose of assets, or make distributions to stockholders; or

increase our costs of capital.

If new borrowings are added to our existing borrowing levels, the related risks that we now face would increase. In addition, at the time that any of our outstanding borrowings or new borrowings mature, we may not be able to refinance such borrowings or have the funds to pay them off.stockholders.

 

On December 22, 2017, tax legislation commonly referred to as the Tax Cuts and Jobs Act was signed into law. The Tax Cuts and Jobs Act made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations. Most of the changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017 and before January 1, 2026. The Internal Revenue Service has issued significant guidance under the Tax Cuts and Jobs Act, but guidance on additional issues, finalization of proposed guidance and technical corrections legislation may adversely affect us or our stockholders. Federal legislation intended to ameliorate the economic impact of the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), has been enacted that makes technical corrections to, or modifies on a temporary basis, certain of the provisions of the Tax Cut and Jobs Act, and it is possible that additional such legislation may be enacted in the future. In connection withaddition, further changes to the mergers, we assumedtax laws, unrelated to the liabilities of Moody I.Tax Cuts and Jobs Act, are possible.

 

We have assumedurge you to consult with your own tax advisor with respect to the liabilitiesimpact of Moody I in connection with the mergers. These liabilities could have a material adverseTax Cuts and Jobs Act, legislation enacted to address the economic impact of the COVID-19 pandemic, and any other legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our business to the extent we have not identified such liabilities or have underestimated the amount of such liabilities.common stock.

 

Our future results will suffer if we do not effectively integrate and manage our expanded operations following the mergers.

We expanded our operations significantly in connection with the mergers and expect to continue to expand our operations through additional acquisitions and other transactions, some of which may involve complex challenges. Our future success will depend, in part, upon our ability to manage expansion opportunities, which may pose substantial challenges to integrate new operations into our existing business in an efficient and timely manner, and upon our ability to successfully monitor our operations, costs, regulatory compliance and service quality, and to maintain other necessary internal controls. There is no assurance that our expansion or acquisition opportunities will be successful, or that we will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits.


We are uncertain of our sources for funding our future capital needs. If we do not have sufficient funds from operations to cover our expenses or to fund improvements to any hospitality properties we may acquire and cannot obtain debt or equity financing on acceptable terms, our ability to cover our expenses or to fund improvements to our hospitality properties will be adversely affected.

We have, and will continue, to use the proceeds from our offering for investments in hospitality assets and for payment of operating expenses, various fees and other expenses, including the costs and expenses associated with the mergers. During the initial stages of our offering, which we are currently in, we may not have sufficient funds from operations to cover our expenses or to fund improvements to our properties. Accordingly, in the event that we develop a need for additional capital in the future for the improvement of our properties or for any other reason, that capital may not be available to us. If we do not have sufficient funds from cash flow generated by our investments or out of net proceeds from our initial public offering, or cannot obtain debt or equity financing on acceptable terms, our financial condition and ability to make distributions may be adversely affected.

We may compete with affiliates of our sponsor for opportunities to acquire or sell investments, which may have an adverse impact on our operations.

We may compete with affiliates of our sponsor for opportunities to acquire or sell hospitality properties. We may also buy or sell hospitality properties at the same time as affiliates of our sponsor. In this regard, there is a risk that our sponsor will select for us investments that provide lower returns to us than investments purchased by its affiliates. Certain of our affiliates own or manage hospitality properties in geographical areas in which we expect to own hospitality properties. As a result of our potential competition with affiliates of our sponsor, certain investment opportunities that would otherwise be available to us may not in fact be available. This competition may also result in conflicts of interest that are not resolved in our favor.

A concentration of our investments in the hospitality industry may leave our profitability vulnerable to a downturn or slowdown in the sector.

We expect to concentrate our investments in the hospitality sector. As a result, we will be subject to risks inherent in investments in a single type of property. If our investments are substantially in the hospitality sector, then the potential effects on our revenues, and as a result, on cash available for distribution to our stockholders, resulting from a downturn or slowdown in the hospitality sector could be more pronounced than if we had diversified our investments more.

Our profitability may be adversely affected by unstable market and business conditions and insufficient demand for lodging due to reduced business and leisure travel.

Any hotel properties that we may acquire will be subject to all the risks common to the hotel industry and subject to market conditions that affect all hotel properties. These risks could adversely affect hotel occupancy and the rates that can be charged for hotel rooms as well as hotel operating expenses, and generally include: increases in supply of hotel rooms that exceed increases in demand; increases in energy costs and other travel expenses that reduce business and leisure travel; reduced business and leisure travel due to continued geo-political uncertainty, including terrorism; adverse effects of declines in general and local economic activity; and adverse effects of a downturn in the hotel industry.

Competition in the hospitality industry and with third parties in acquiring properties may reduce our profitability and the return on your investment.

The hospitality industry is generally characterized as being intensely competitive. Any hotel in which we invest will compete with existing and new hotels and other short-term rental competitors in their geographic markets, including with independent hotels, hotels which are part of local or regional chains and hotels in other well-known national chains, including hotels and other short-term rental competitors offering different types of accommodations and services. The principal competitive factors that will affect the hotel properties in which we will seek to invest include, but are not limited to, brand recognition, location, range of services and guest amenities and the quality and price of the rooms and services provided. Any one of the foregoing could impact our profitability and ability to pay distributions.

We face significant competition for attractive hotel investment opportunities from other major real estate investors with significant capital, including both publicly traded REITs and private institutional investment funds. Because of competition from other well-capitalized real estate investors, we can provide no assurance that we will be able to acquire desired hotel properties. Where it is possible to acquire desired hotel properties, we can provide no assurance that we will be able to do so on favorable terms or that such properties will meet our return expectations or conform to our investment criteria. The competition to acquire attractive hotel investment opportunities could have an adverse effect on our financial condition and ability to pay distributions.


We will incur mortgage indebtedness and other borrowings, which may increase our business risks, could hinder our ability to make distributions and could decrease the value of your investment.

 

We intend togenerally finance a portion of the purchase price of our investments by borrowing funds. We also incurred debt in connection with the mergers. Under our charter, we are prohibited from borrowing in excess of 300% of the value of our net assets. “Net assets” for purposes of this calculation is defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts or other non-cash reserves, less total liabilities. Generally speaking, the preceding calculation is expected to approximate 75% of the aggregate cost of our real estate assets before non-cash reserves and depreciation. We may temporarily borrow in excess of these amounts if such excess is approved by a majority of the independent directors and is disclosed to stockholders in our next quarterly report, along with justification for such excess. In addition, we may incur mortgage debt and pledge some or all of our real estate assets as security for that debt to obtain funds to acquire additional real estate assets or for working capital. We may also borrow funds as necessary or advisable to ensure we maintain our REIT tax qualification, including the requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders (computed without regard to the distribution paid deduction and excluding net capital gains). Furthermore, we may borrow if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes. However, there is no assurance that we will be able to obtain such borrowings on satisfactory terms.

 

High debt levels will cause us to incur higher interest charges, which would result in higher debt service payments and could be accompanied by restrictive covenants. If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage debt on that property, then the amount available for distributions to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of your investment. For tax purposes, a foreclosure on any of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but we would not receive any cash proceeds. If any mortgage contains cross collateralization or cross default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, our ability to pay cash distributions to our stockholders will be adversely affected.

 

WeWidespread outbreaks of contagious disease, such as the ongoing COVID-19 pandemic, can have paid,a significant adverse effect on the hospitality industry. Such outbreaks increase the risk that we will be unable to satisfy our debt service obligations and may continuethe risk of the loss of properties due to pay, distributions fromforeclosure actions initiated by lenders. Due to the proceedssignificant adverse effect that the COVID-19 pandemic has had on the operating results of our offering. Tohotel properties, as of the extentdate of this quarterly report on Form 10-Q we are not current with respect to the payments due under the mortgage loans secured by our hotel properties. We are engaged in discussions regarding modification of the terms of such mortgage loans with the lenders, however there can be no assurance that we pay distributions from sources other than our cash flow from operations, we will have reduced funds available for investment and the overall return to our stockholders may be reduced.

Our organizational documents permit us to pay distributions from any source, including net proceeds from our publicofferings, borrowings, advances from our sponsor or advisor and the deferral of fees and expense reimbursements by our advisor, in its sole discretion. Since our inception, our cash flow from operations has not been sufficient to fund all of our distributions. Of the $8,374,522 in total distributions we paid during the period from our inception through September 30, 2017, including shares issued pursuant to our DRP, $0, or 0%, were paid from cash provided by operating activities and $8,374,522, or 100%, were paid from offering proceeds. Until we make substantial investments, we may continue to fund distributions from the net proceeds from our offering or sources other than cash flow from operations. We have not established a limit on the amount of offering proceeds, or other sources other than cash flow from operations, which we may use to fund distributions.

If we are unable to consistently fund distributions to our stockholders entirely from our cash flow from operations, the value of the shares of our common stock may be reduced, including upon a listing of our common stock, the sale of our assets or any other liquidity event should such event occur. To the extent that we fund distributions from sources other than our cash flow from operations, our fundsavailable for investment will be reduced relativeable to the funds available for investment if our distributions were funded solely from cash flow from operations, our ability to achieve our investment objectives will be negatively impacted and the overall return to our stockholders may be reduced. In addition, if we make a distribution in excess of our current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital, which will reduce the stockholder’s tax basis in its shares of common stock. The amount, if any, of each distribution in excess of a stockholder’s tax basis in its shares of common stock will be taxable as gain realized from the saleobtain such modifications on attractive terms, or exchange of property.at all.

 


49

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

On January 20, 2015, our Registration Statement on Form S-11 (File No. 333-198305) registering our offering of up to $1,100,000,000$1.1 billion in shares of our common stock was declared effective and we commenced our initial public offering. We are currentlyIn our initial public offering we offered up to $1,000,000,000$1.0 billion in shares of any class of our common stock to the public in our primary offering and up to $100,000,000$100.0 million of shares of any class of our common stock pursuant to ourthe DRP. SharesThe initial offering price of our common stock arein our initial public offering was $25.00 per share, and thereafter was adjusted based upon our annually determined estimated NAV per share.

On January 18, 2018, we filed a Registration Statement on Form S-11 (Registration No. 333-222610) with the SEC registering $990,000,000 in any combination of our shares to be sold on a “best efforts” basis in our follow-on offering. Effective July 19, 2018, the SEC declared the registration statement for our follow-on offering effective, we commenced our follow-on offering and we ceased selling shares pursuant to the registration statement for our initial public offering. On March 24, 2020, our board of directors approved the suspension of the sale of shares of our common stock in our public offering, effective as of March 25, 2020. Prior to the suspension of our public offering, each class of our shares of common stock was being offered (i) to the public in the primary offering at a purchase price of $23.32 per share, equal to the estimated valueNAV per Class A share of $25.04such class as of December 31, 2016, plus applicable selling commissions and dealer manager fees, subject to any applicable discounts, all as described in the prospectus for the offering2018, and (ii) to our stockholders pursuant to the DRP at a purchase price of $25.04, which is$23.32 per share, equal to the estimated valueNAV per Class A share of $25.04such class as of December 31, 2016.2018.

 

As of SeptemberJune 30, 2017,2020, we had accepted investors’ subscriptions for and issued 4,883,895an aggregate of 10.2 million shares ofin our common stock,initial public offering and our follow-on offering, excluding shares issued in connection with the Mergers and including 100,938567,000 shares of our common stock pursuant to ourthe DRP, resulting in aggregate gross offering proceeds of $234.6 million. We accepted investors’ subscriptions for and issued 6.1 million shares in the initial public offering, excluding shares issued in connection with the Mergers and including 215,000 shares pursuant to the DRP, resulting in gross offering proceeds of $120,415,340.$147.4 million for the initial public offering. As of June 30, 2020, we had accepted investors’ subscriptions for and issued 4.1 million shares in the follow-on offering, including 352,000 shares pursuant to the DRP, resulting in gross offering proceeds of $87.2 million for the follow-on offering.

 

As of September 30, 2017, we hadWe incurred selling commissions, dealer manager fees and other organization and other offering costs in our initial public offering in the amounts set forth in the table below. Moody Securities ourbelow (in thousands). Our dealer manager reallowed all of the selling commissions and a portion of the dealer manager fees to participating broker-dealers.

       
Type of Expense Amount  Estimated/Actual 
Selling commissions and dealer manager fees $11,220,651   Actual 
Finders’ fees      
Expenses paid to or for underwriters      
Other organization and offering costs  5,062,143   Actual 
Total expenses $16,282,794     

Type of ExpenseAmountEstimated/
Actual
Selling commissions, stockholder servicing fees and dealer manager fees$11,522Actual
Finders’ fees
Expenses paid to or for underwriters
Other organization and offering costs6,843Actual
Total expenses$18,365

 

As of SeptemberJune 30, 2017,2020, we had incurred selling commissions, dealer manager fees, stockholder servicing fees and other organization and offering costs in our follow-on offering in the amounts set forth in the table below (in thousands). Effective January 16, 2018, our advisor assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with our ongoing public offering.

Type of ExpenseAmountEstimated/
Actual
Selling commissions, dealer manager fees and stockholder servicing fees$Actual
Finders’ fees
Expenses paid to or for underwriters
Other organization and offering costs2,720Actual
Total expenses$2,720

The net offering proceeds to us from our initial public offering, after deducting the total expenses incurred as described above, were approximately $104,132,546,$129.1 million, excluding $2,459,945$5.2 million in offering proceeds from shares of our common stock issued pursuant to the DRP.

As of June 30, 2020, the net offering proceeds to us from our follow-on offering, after deducting the total expenses incurred as described above, were $84.5 million, excluding $8.2 million in offering proceeds from shares of our common stock issued pursuant to the DRP.

 

We intend to use the remaining proceeds from our initial public offering and our follow-on offering to acquire additional hotel properties located in the East Coast, the West Coast and the Sunbelt regions of the United States. To a lesser extent, we may also invest in other hospitality properties located within other markets and regions as well as real estate securities and debt-related investments related to the hospitality sector.

 

As of SeptemberJune 30, 2017,2020, we used approximately $88,759,403$166.4 million of the net proceeds from our initial public offering and follow-on offering to acquire the Residence Inn Austin, the Springhill Suites Seattle, and the Moody I portfolio (pursuant to the Mergers), and the Residence Inn Houston Medical Center, to reduce the debt on Springhill Suites Seattle, to originate notes, and to originate the MN TX II note.reduce our borrowings. As of SeptemberJune 30, 2017,2020, we had paid $14,710,079a cumulative amount of $16.9 million of acquisition expenses, including $12,955,592$13.0 million related to the mergers.Mergers.

 

In connection with the mergers, our boardOur share redemption program was indefinitely suspended effective as of directors suspended our share repurchase program, effective March 24, 2017. Our board of directors reinstated our share repurchase program on September 27, 2017, the closing date of the mergers.DuringApril 6, 2020. Accordingly, during the three months ended SeptemberJune 30, 2017,2020, we did not redeem anyfulfilled no redemption requests and redeemed no shares of our common stock.stock pursuant to our share redemption program.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES.

 

None.

ITEM 4.MINE SAFTEY DISCLOSURES.

ITEM 4.MINE SAFTEY DISCLOSURES.

 

Not applicable.

ITEM 5.OTHER INFORMATION.

ITEM 5.OTHER INFORMATION.

 

None.

51

 


ITEM 6.EXHIBITS.

ITEM 6.       EXHIBITS. 

 

3.1Articles of Amendment and Restatement of Moody National REIT II, Inc. (incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (No. 333-198305) filed January 12, 2015)
   
3.2Articles of Amendment to the Articles of Amendment and Restatement of Moody National REIT II, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 12, 2017)
 
3.3Articles Supplementary to the Articles of Amendment and Restatement of Moody National REIT II, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 12, 2017)
 
3.4Bylaws of Moody National REIT II, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-11 (No. 333-198305))
 
4.131.1*Form of Subscription Agreement (included as Appendix B to prospectus, incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 7 to the Company’s Registration Statement on Form S-11 (No. 333-198305) filed June 13, 2017)
4.2Second Amended and Restated Distribution Reinvestment Plan of Moody National REIT II, Inc.(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 12, 2017)
10.1Promissory Note, dated August 15, 2017, by Moody National International-Fort Worth Holding, LLC in favor of Moody National Operating Partnership II, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 18, 2017)
10.2Promissory Note, dated September 6, 2017, by Moody National 1 Polito Lyndhurst Holding, LLC in favor of Moody National Operating Partnership II, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 12, 2017)
10.3Term Loan Agreement, dated as of September 27, 2017 by and among Moody National Operating Partnership II, LP, Moody National REIT II, Inc. and Keybank National Association (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 28, 2017)
10.4Guaranty dated as of September 27, 2017 and executed and delivered for Keybank National Association by Moody National REIT II, Inc., MN REIT II TRS, Inc., Moody National 1 Polito Lyndhurst Holding, LLC, Moody National International-Fort Worth Holding, LLC, MN Lyndhurst Venture, LLC and MN Fort Worth Venture, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 28, 2017)
10.5Environmental Indemnity given as of September 27, 2017 by Moody National REIT II, Inc., MN REIT II TRS, Inc., Moody National Operating Partnership II, LP, Moody National 1 Polito Lyndhurst Holding, LLC, Moody National International-Fort Worth Holding, LLC, MN Lyndhurst Venture, LLC and MN Fort Worth Venture, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on September 28, 2017)
10.6Third Amended and Restated Limited Partnership Agreement of Moody National Operating Partnership II, LP dated as of September 27, 2017 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on September 28, 2017)
31.1*Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
31.2*Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1*Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
32.2*Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 


101.INSXBRL Instance Document
 
101.SCHXBRL Taxonomy Extension Schema Document
 
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
 
101.LABXBRL Taxonomy Extension Label Linkbase Document
 
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
 
* Filed herewith.herewith

 


 

52

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 MOODY NATIONAL REIT II, INC.
 
Date: NovemberAugust 14, 20172020By:/s/ Brett C. Moody
Brett C. Moody
Chairman of the Board, Chief Executive Officer and President
(Principal Executive Officer)
 
Date: NovemberAugust 14, 20172020By:/s/ Robert W. Engel
Robert W. Engel
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)


53

EXHIBIT INDEX

3.1Articles of Amendment and Restatement of Moody National REIT II, Inc. (incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (No. 333-198305) filed January 12, 2015)
3.2Articles of Amendment to the Articles of Amendment and Restatement of Moody National REIT II, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 12, 2017)
3.3Articles Supplementary to the Articles of Amendment and Restatement of Moody National REIT II, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 12, 2017)
3.4Bylaws of Moody National REIT II, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-11 (No. 333-198305))
31.1*Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith

54