Document and Entity Information
Document and Entity Information - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 19, 2018 | Jun. 30, 2017 | |
Entity Registrant Name | Moody National REIT II, Inc. | ||
Entity Central Index Key | 1,615,222 | ||
Document Type | 10-K | ||
Trading Symbol | MNRTII | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Share Price | $ 23.19 | $ 23.19 | |
Common stock held by non-affiliates | 4,750,286 | ||
Entity Common Stock, Shares Outstanding | 8,901,604 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Class A Shares [Member] | |||
Entity Common Stock, Shares Outstanding | 8,785,095 | ||
Class D Shares [Member] | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Class I Shares [Member] | |||
Entity Common Stock, Shares Outstanding | 46,851 | ||
Class T Shares [Member] | |||
Entity Common Stock, Shares Outstanding | 69,658 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Investment in hotel properties, net | $ 396,634,870 | $ 99,989,740 |
Cash and cash equivalents | 8,213,522 | 19,577,312 |
Restricted cash | 13,520,966 | 1,870,304 |
Accounts receivable, net of allowance of $33,000 and $3,000 as of December 31, 2017 and 2016, respectively | 1,382,971 | 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 | 3,027,404 | 209,535 |
Earnest money | 2,000,000 | |
Deferred franchise costs, net of accumulated amortization of $50,430 and $15,656 as of December 31, 2017 and 2016, respectively | 1,016,637 | 234,344 |
Due from related parties | 230,000 | 398,743 |
Total Assets | 446,476,370 | 135,758,774 |
Liabilities: | ||
Notes payable, net of unamortized debt issuance costs of $4,837,521 and $931,498 as of December 31, 2017 and 2016, respectively | 264,335,798 | 69,043,502 |
Accounts payable and accrued expenses | 8,425,141 | 1,431,535 |
Due to related parties | 569,274 | |
Dividends payable | 1,585,370 | 451,631 |
Operating partnership distributions payable | 46,979 | 2,668 |
Total Liabilities | 274,962,562 | 70,929,336 |
Special Limited Partnership Interests | 1,000 | 1,000 |
Commitments and Contingencies - Note 10 | ||
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, 8,693,367 and 3,173,348 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 86,934 | 31,733 |
Additional paid-in capital | 193,865,200 | 68,571,270 |
Accumulated deficit | (28,501,476) | (4,154,395) |
Total stockholders' equity | 165,450,658 | 64,448,608 |
Noncontrolling interests in Operating Partnership | 6,062,150 | 379,830 |
Total Equity | 171,512,808 | 64,828,438 |
Total Liabilities and Equity | $ 446,476,370 | $ 135,758,774 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 33,000 | $ 3,000 |
Accumulated amortization, deferred franchise costs | 50,430 | 15,656 |
Unamortized debt issuance costs of notes payable | $ 4,837,521 | $ 931,498 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 8,693,367 | 3,173,348 |
Common stock, outstanding | 8,693,367 | 3,173,348 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||
Room revenue | $ 33,101,687 | $ 13,853,608 |
Other hotel revenue | 2,323,552 | 857,799 |
Total hotel revenue | 35,425,239 | 14,711,407 |
Interest income from notes receivable | 1,143,355 | 147,465 |
Total revenue | 36,568,594 | 14,858,872 |
Expenses | ||
Hotel operating expenses | 21,404,197 | 7,496,095 |
Property taxes, insurance and other | 2,225,188 | 793,763 |
Depreciation and amortization | 4,748,528 | 1,711,145 |
Acquisition expenses | 11,829,874 | 2,407,445 |
Corporate general and administrative | 3,667,704 | 1,590,687 |
Total expenses | 43,875,491 | 13,999,135 |
Operating income (loss) | (7,306,897) | 859,737 |
Interest expense and amortization of debt issuance costs | 7,072,103 | 3,137,208 |
Loss before income taxes | (14,379,000) | (2,277,471) |
Income tax expense (benefit) | 666,000 | (4,000) |
Net loss | (15,045,000) | (2,273,471) |
Net loss attributable to noncontrolling interests in Operating Partnership | 260,071 | 15,560 |
Net loss attributable to common stockholders | $ (14,784,929) | $ (2,257,911) |
Per-share information - basic and diluted: | ||
Net loss attributable to common stockholders (in dollars per share) | $ (2.7) | $ (1.26) |
Dividends declared (in dollars per share) | $ 1.75 | $ 1.75 |
Weighted average common shares outstanding (in shares) | 5,479,557 | 1,798,364 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Noncontrolling Interest In Operating Partnership [Member] | Total |
Balance at beginning at Dec. 31, 2015 | $ 5,210 | $ 10,990,045 | $ 1,264,956 | $ 12,260,211 | |
Balance at beginning (in shares) at Dec. 31, 2015 | 520,969 | ||||
Balance at beginning (in units) at Dec. 31, 2015 | |||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock, net of offering costs | $ 26,261 | 56,897,131 | 56,923,392 | ||
Issuance of common stock, net of offering costs (in shares) | 2,626,152 | ||||
Redemption of common stock | $ (169) | (422,663) | (422,832) | ||
Redemption of common stock (in shares) | (16,893) | ||||
Issuance of operating partnership units, net of offering costs | $ 414,497 | 414,497 | |||
Issuance of operating partnership units, net of offering costs (in units) | 18,000 | ||||
Issuance of common stock pursuant to dividend reinvestment plan | $ 331 | 786,271 | 786,602 | ||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | 33,120 | ||||
Stock-based compensation | $ 100 | 320,486 | 320,586 | ||
Stock-based compensation (in shares) | 10,000 | ||||
Net loss | (2,257,911) | $ (15,560) | (2,273,471) | ||
Dividends and distributions declared | (3,161,440) | (19,107) | (3,180,547) | ||
Balance at end at Dec. 31, 2016 | $ 31,733 | 68,571,270 | (4,154,395) | $ 379,830 | 64,828,438 |
Balance at end (in shares) at Dec. 31, 2016 | 3,173,348 | ||||
Balance at end (in units) at Dec. 31, 2016 | 18,000 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock, net of offering costs | $ 18,179 | 39,925,425 | 39,943,604 | ||
Issuance of common stock, net of offering costs (in shares) | 1,817,854 | ||||
Redemption of common stock | $ (367) | (897,284) | (897,651) | ||
Redemption of common stock (in shares) | (36,718) | ||||
Issuance of common stock in connection with Merger | $ 36,253 | 83,592,238 | 83,628,491 | ||
Issuance of common stock in connection with Merger (in shares) | 3,625,269 | ||||
Issuance of operating partnership units, net of offering costs | $ 6,111,070 | 6,111,070 | |||
Issuance of operating partnership units, net of offering costs (in units) | 298,037 | ||||
Issuance of common stock pursuant to dividend reinvestment plan | $ 986 | 2,446,006 | 2,446,992 | ||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | 98,614 | ||||
Stock-based compensation | $ 150 | 227,545 | 227,695 | ||
Stock-based compensation (in shares) | 15,000 | ||||
Net loss | (14,784,929) | $ (260,071) | (15,045,000) | ||
Dividends and distributions declared | (9,562,152) | (168,679) | (9,730,831) | ||
Balance at end at Dec. 31, 2017 | $ 86,934 | $ 193,865,200 | $ (28,501,476) | $ 6,062,150 | $ 171,512,808 |
Balance at end (in shares) at Dec. 31, 2017 | 8,693,367 | ||||
Balance at end (in units) at Dec. 31, 2017 | 316,037 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (15,045,000) | $ (2,273,471) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 4,748,528 | 1,711,145 |
Amortization of debt issuance costs | 794,018 | 876,352 |
Deferred income tax expense (benefit) | 610,000 | (4,000) |
Stock-based compensation | 227,695 | 320,586 |
Changes in operating assets and liabilities: | ||
Restricted cash | (2,877,365) | (86,588) |
Accounts receivable | 181,510 | (232,037) |
Prepaid expenses and other assets | 175,742 | (156,682) |
Accounts payable and accrued expenses | (2,786,797) | 879,250 |
Due to related parties | 40,370 | (42,500) |
Due from related parties | 445,173 | (70,965) |
Net cash provided by (used in) operating activities | (13,486,126) | 921,090 |
Cash flows from investing activities | ||
Increase in restricted cash | (3,713,647) | (1,495,632) |
Origination of mortgage note receivable | (11,200,000) | |
Due to related parties | 2,000,000 | |
Earnest money paid | (2,000,000) | |
Origination of mortgage note receivable | (37,754,276) | |
Payment of deferred franchise costs | (100,000) | |
Improvements and additions to hotel properties | (3,187,661) | (220,769) |
Acquisition of Moody I, net of cash acquired | (43,830,642) | |
Acquisition of hotel property | (73,649,460) | |
Net cash used in investing activities | (86,486,226) | (88,665,861) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 46,563,817 | 65,654,316 |
Redemptions of common stock | (897,851) | (422,832) |
Offering costs paid | (12,663,486) | (9,358,377) |
Offering costs paid for issuance of operating partnership units | (36,043) | |
Dividends paid | (5,981,421) | (1,990,961) |
Operating partnership distributions paid | (165,792) | (16,439) |
Proceeds from notes payable | 70,000,000 | 109,650,000 |
Repayment of notes payable | (3,546,664) | (56,250,000) |
Payment of debt issuance costs | (4,700,041) | (1,488,548) |
Net cash provided by financing activities | 88,608,562 | 105,741,116 |
Net change in cash and cash equivalents | (11,363,790) | 17,996,345 |
Cash and cash equivalents at beginning of year | 19,577,312 | 1,580,967 |
Cash and cash equivalents at end of year | 8,213,522 | 19,577,312 |
Supplemental Disclosure of Cash Flow Activity | ||
Interest paid | 6,021,930 | 2,091,131 |
Supplemental Disclosure of Non-Cash Financing Activity | ||
Increase (decrease) in accrued offering costs due to related party | 959,773 | (627,453) |
Issuance of common stock from dividend reinvestment plan | 2,446,992 | 786,602 |
Issuance of common stock in connection with Merger | 90,631,737 | |
Issuance of operating partnership units in connection with Merger | 6,111,070 | 450,540 |
Assumption of notes payable in connection with Merger | 132,744,983 | |
Repayment of notes receivable from Moody I in connection with Merger | 37,754,276 | |
Dividends payable | 1,585,370 | 451,631 |
Operating partnership distribution payable | $ 46,979 | $ 2,668 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Overview 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 December 31, 2017, the Company owned (1) interests in fourteen hotel properties located in six states comprising a total of 1,941 rooms, (2) a loan with a current principal amount 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 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. For more information on the Company’s real estate investments, see Note 3, “Investment in Hotel Properties” and Note 4, “Notes Receivable from Related Parties.” 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 in shares of common stock consisting of up to $1,000,000,000 in shares of the Company’s common stock offered to the public (the “Primary Offering”), and up to $100,000,000 in shares offered to the Company’s stockholders pursuant to its distribution reinvestment plan (the “DRP”). On June 26, 2017, the SEC declared effective the Company’s post-effective amendment to its registration statement for the Offering, which reallocated the Company’s shares of common stock as Class 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. On 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 Offering; provided, however that the Advisor intends to recoup 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 March 19, 2018, the Company’s board of directors determined an estimated net asset value (“NAV”) per share of all classes of the Company’s common stock of $23.19 per share as of December 31, 2017. Accordingly, the Company is currently offering the Shares (i) to the public in the Primary Offering at a purchase price of $23.19 per share, which is equal to the estimated NAV per share for each class as of December 31, 2017, and (ii) to the Company’s stockholders pursuant to the DRP at a purchase price of $23.19 per share, which is equal to the estimated NAV per share for each class as of December 31, 2017. As of December 31, 2017, the Company had received and accepted investors’ subscriptions for and issued 5,037,374 shares in the Offering, excluding shares issued in connection with the Company’s merger with Moody National REIT I, Inc. and including 133,680 shares pursuant to the DRP, resulting in gross offering proceeds of $123,729,965. On January 18, 2018, the Company filed a registration statement on Form S-11 (Registration No. 333-222610) registering $990,000,000 in any combination of the Shares to be sold on a “best efforts” basis. This registration statement is not yet effective. The Company is currently taking advantage of an extension to the Offering which allows it to continue selling the Shares in the Offering until July 19, 2018. 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. 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 pay all of the Company’s administrative costs and expenses, and such expenses will be treated as expenses of the OP. Merger with Moody National REIT I, Inc. On November 16, 2016, the Company along with the OP, the Advisor, Moody National REIT I, Inc. (“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 (the “Closing Date”), pursuant to the Merger Agreement, Moody I merged with and into Merger Sub, and merger sub subsequently merged with and into the Company (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 following the Partnership Merger. Unless context suggests otherwise, the Merger and the Partnership Merger together shall be the “Mergers.” Pursuant to the terms of the Merger Agreement, former Moody I stockholders received a total of approximately 3.63 million Class A Shares as stock consideration, which was equal to approximately 43% of the Company’s diluted common equity as of the Closing Date, and a total of approximately $44.7 million in cash consideration. In addition, upon consummation of the Partnership Merger between Moody I OP and the OP, each issued and outstanding unit of limited partnership interest in Moody I OP was automatically cancelled and retired and converted into 0.41 units of Class A limited partnership interest in the OP. As a result of the Mergers, the Company’s portfolio was expanded from two hotel properties and one note receivable from related party to 14 hotel properties and three notes receivable from related parties. 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”). 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 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. 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. Also 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, which agreement provided for the payment of certain “Stockholder Servicing Fees” in connection with the Mergers. All Stockholder Servicing fees were re-allowed to broker-dealers that provide ongoing financial advisory services to forever 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 the Company’s common stock issued as consideration in the Merger, and was approximately $7.0 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 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 (“VIEs”) through which the Company has a controlling interest. Interests in entities acquired are evaluated based on GAAP, which requires 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 any VIE interests as of December 31, 2017 or 2016. Use of Estimates The preparation of consolidated financial statements in conformity with U.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. 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 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. 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 December 31, 2017, total offering costs for the Offering were $17,236,706, comprised of $12,333,647 of offering costs incurred directly by the Company and $4,903,059 in offering costs incurred by and reimbursable to the Advisor. As of December 31, 2017, the Company had $631,995 due to 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 is 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 December 31, 2017. 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 2013 through 2016 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 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. 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 elected not to use the fair value option in recording its 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 instruments approximate their fair values due to their short-term nature. For the fair value of the Company’s note receivable from related parties and notes payable, see Note 4, “Notes Receivable from Related Parties” and Note 5, “Debt.” Additionally, for the fair value information related to purchase accounting for the Mergers, see Note 3, “Investment in Hotel Properties.” Concentration of Risk As of December 31, 2017, 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 eight of its fourteen 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. 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 improvements 39-40 Exterior improvements 10-20 Furniture, fixtures and equipment 5-10 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 years ended December 31, 2017 and 2016. 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. 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. Refer to “Recent Accounting Pronouncements” below for further discussion of revenue recognition. 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 months 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. 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 years ended December 31, 2017 or 2016. Prepaid Expenses and Other Assets Prepaid expenses include prepaid property insurance and hotel operating expenses. Other assets also 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 $50,430 and $15,656 as of December 31, 2017 and 2016, respectively. Expected future amortization of deferred franchise costs as of December 31, 2017 is as follows: Years Ending December 31, 2018 $ 83,088 2019 83,088 2020 83,088 2021 83,088 2022 82,200 Thereafter 602,085 Total $ 1,016,637 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 $1,029,922 and $325,904 as of December 31, 2017 and 2016, respectively. Expected future amortization of debt issuance costs as of December 31, 2017 is as follows: Years Ending December 31, 2018 $ 1,822,818 2019 510,654 2020 512,074 2021 510,654 2022 510,654 Thereafter 970,667 Total $ 4,837,521 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 11,250 and 5,000 shares as of December 31, 2017 and 2016, 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. The Company completed its evaluation of the effect that ASU No. 2014-09 will have on the Company’s consolidated financial statements and our evaluation of each of our revenue streams under the new standard. Because of the short-term day-to-day nature of the Company’s hotel revenues, the Company determined that the pattern of revenue recognition will not change significantly. Under ASU No. 2014-09, there will be a recharacterization of certain revenue streams affecting both gross and net revenue reporting due to changes in principal versus agency guidance, which presentation is deemed immaterial for the Company and will not affect net income. Additionally, the Company does not sell hotel properties to customers as defined by FASB, but have historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations, and therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. The Company finalized its expanded disclosure for the notes to the consolidated financial statements pursuant to the new requirements. The Company adopted this standard on its effective date of January 1, 2018 under the cumulative effect transition method. No adjustment will be recorded to the Company’s opening balance of retained earnings on January 1, 2018 as there was no impact to our net income. Additionally, comparative information beginning in 2018 will not be restated and will continue to be reported under Revenue Recognition (Topic 605). The Company also expects that the effect of ASU No. 2014-09 will be immaterial to us on an on-going basis. 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. The 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 first annual reporting period beginning after December 15, 2018. The Company anticipates adopting standard on January 1, 2019. In evaluating the effect that ASU No. 2016-02 will have on the Company’s consolidated financial statements and related disclosures, the Company believes the impact will be minimal to the Company’s consolidated statements of operations. In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which addresses the Statement of Cash Flow classification and presentation of certain cash transactions. ASU No. 2016-15 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 early adoption is permitted. The Company expects to adopt ASU No. 2016-15 for the Company’s fiscal year commencing on January 1, 2018. The Company does not believe that the adoption of ASU No. 2016-15 will have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations. In November 2016, the FASB issued ASU No. 2016-18, “Classification of Restricted Cash,” which requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This standard will be effective for the first annual period beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The Company adopted this standard on January 1, 2018. As a result, restricted cash reserves will be included with cash and cash equivalents on the Company’s consolidated statements of cash flows. The adoption will not change the presentation of the Company’s consolidated balance sheets. 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. In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities |
Investment in Hotel Properties
Investment in Hotel Properties | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
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 December 31, 2017: Property Name Date Acquired Location Ownership Original (1) Rooms Mortgage Debt Outstanding (2) Residence Inn Austin October 15, 2015 Austin, Texas 100 % $ 27,500,000 112 $ 16,575,000 Springhill Suites Seattle May 24, 2016 Seattle, Washington 100 % 74,100,000 234 45,000,000 Homewood Suites Woodlands September 27, 2017 (5) The Woodlands, Texas 100 % 17,355,672 91 9,208,948 Hyatt Place Germantown September 27, 2017 (5) Germantown, Tennessee 100 % 16,073,719 127 7,178,639 Hyatt Place September 27, 2017 (5) North Charleston, 100 13,805,648 113 7,291,839 Hampton Inn Austin September 27, 2017 (5) Austin, Texas 100 % 19,327,908 123 10,870,546 Residence Inn Grapevine September 27, 2017 (5) Grapevine, Texas 100 % 25,244,614 133 12,555,885 Marriott Courtyard Lyndhurst September 27, 2017 (5) Lyndhurst, New Jersey (3 ) 39,547,484 227 — Hilton Garden Inn Austin September 27, 2017 (5) Austin, Texas 100 29,287,695 138 18,707,199 Hampton Inn Great Valley September 27, 2017 (5) Frazer, Pennsylvania 100 % 15,284,824 125 8,119,879 Embassy Suites Nashville September 27, 2017 (5) Nashville, Tennessee 100 % 82,207,322 208 42,714,881 Homewood Suites Austin September 27, 2017 (5) Austin, Texas 100 % 18,834,848 96 10,946,152 Townplace Suites Fort Worth September 27, 2017 (5) Fort Worth, Texas (4 ) 11,241,742 95 — Hampton Inn Houston September 27, 2017 (5) Houston, Texas 100 % 9,959,747 119 4,604,351 Totals $ 399,771,223 1,941 $ 193,773,319 (1) Excludes closing costs and includes gain on acquisition. (2) As of December 31, 2017. (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. (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. (5) Property acquired as a result of the Mergers. Investment in hotel properties consisted of the following at December 31, 2017 and 2016: December 31, December 31, Land $ 70,455,689 $ 18,350,000 Buildings and improvements 297,553,603 80,810,000 Furniture, fixtures and equipment 35,170,361 2,660,769 Total cost 403,179,653 101,820,769 Accumulated depreciation (6,544,783 ) (1,831,029 ) Investment in hotel properties, net $ 396,634,870 $ 99,989,740 Acquisition of Springhill Suites Seattle On May 24, 2016, Moody National Yale-Seattle Holding, LLC, a wholly owned subsidiary of the OP, acquired fee simple title to the Springhill Suites Seattle from the then current tenant-in-common owners of the Springhill Suites Seattle for an aggregate purchase price of $74,100,000, excluding acquisition costs. Acquisition of Moody I On September 27, 2017, in connection with the Mergers, the Company acquired interests in twelve hotel properties, including two joint venture interests, and two notes receivable from related parties from Moody I (the “Moody I Portfolio”). As of the date of the Mergers, there were 13,257,126 shares 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 stockholders $ 90,631,737 Cash consideration paid 45,253,809 Aggregate merger consideration $ 135,885,546 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 merger 4,903,836 Company Class A common shares issued to Moody I stockholders on date of merger 3,625,270 Total Company shares outstanding after Merger 8,529,106 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 $ 298,171,223 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 13,339,593 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 (10,264,941 ) Noncontrolling interests in OP (6,111,070 ) 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 Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other assets, deferred franchise costs, and due from related parties Deferred income tax asset Notes receivable from related parties Notes payable Accounts payable and accrued expenses, due to related parties, and operating partnership distributions payable Noncontrolling interests in Operating Partnership The following unaudited pro forma consolidated financial information for the years ended December 31, 2017 and 2016 is presented as if the Company acquired the Springhill Suites Seattle and the Moody I Portfolio on January 1, 2016. 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 Portfolio on January 1, 2016, nor does it purport to represent the Company’s future operations: Years ended December 31, 2017 2016 Revenue $ 85,029,818 $ 86,343,603 Net loss (8,688,957 ) (20,838,526 ) Net loss attributable to common stockholders (8,380,815 ) (20,757,740 ) Net loss per common share - basic and diluted $ (0.98 ) $ (2.43 ) |
Notes Receivable from Related P
Notes Receivable from Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Notes Receivable from Related Parties | 4. Notes Receivable from Related Parties As of December 31, 2017 and 2016, the amount of the mortgage note receivable from related party was $11,200,000. As of December 31, 2017 and 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 years ended December 31, 2017 and 2016 was $624,555 and $147,465, respectively, and interest receivable on the mortgage note receivable from related parties as of December 31, 2017 and 2016 was $0 and $147,465, respectively, and is included in Due from Related Parties in the consolidated balance sheets. The estimated fair value of the MN TX II Note as of December 31, 2017 and 2016 was $11,200,000. The fair value of the MN TX II Note was estimated based on discounted cash flow analyses using the current incremental lending rates for similar types of lending 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. Notes Receivable from Related Parties Related Party Note In March 2018, the 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, were paid in full. Prior to the retirement of the Related Party Mezzanine Note, interest on the outstanding principal balance of such note accrued at a fixed per annum rate equal to 10%. Moody Realty also agreed to pay an origination fee in the amount of $45,000, and an exit fee of $45,000 upon maturity. On August 15, 2016, the maturity date of the Related Party note 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. Related Party Mezzanine Note In March 2018, the 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, were paid in full. Prior to the retirement of the Related Party Mezzanine Note, interest on the outstanding principal balance of such note accrued at a fixed per annum rate equal to 10%. Moody Realty also agreed to pay an origination fee in the amount of $45,000, and an exit fee of $45,000 upon maturity. Interest income from notes receivable from related parties was $348,800 and $0 for the years ended December 31, 2017 and 2016, respectively. Interest receivable on notes receivable from related parties was $0 as of December 31, 2017. The aggregate estimated fair values of the notes receivable from related parties as of December 31, 2017 was $11,250,000. The fair value of the notes receivable from related parties was estimated based on discounted cash flow analyses using the current incremental lending rates for similar types of lending 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. Lyndhurst Loan. Fort Worth Loan. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt The Company’s aggregate borrowings are reviewed by the Company’s board of directors 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 December 31, 2017, the Company’s debt levels did not exceed 300% of the value of the Company’s net assets, as defined above. As of December 31, 2017 and 2016, the Company’s notes payable consisted of the following: Loan Principal as of Principal as of Interest Rate at 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 4.500 % October 6, 2018 Homewood Suites Woodlands (4) 9,208,948 — 4.690 % April 11, 2025 Hyatt Place Germantown (4) 7,178,639 — 4.300 % May 6, 2023 Hyatt Place North Charleston (4) 7,291,839 — 5.193 % August 1, 2023 Hampton Inn Austin (4) 10,870,546 — 5.426 % January 6, 2024 Residence Inn Grapevine (4) 12,555,885 — 5.250 % April 6, 2024 Hilton Garden Inn Austin (4) 18,707,199 — 4.530 % December 11, 2024 Hampton Inn Great Valley (4) 8,119,879 — 4.700 % April 11, 2025 Embassy Suites Nashville (4) 42,714,881 — 4.2123 % July 11, 2025 Homewood Suites Austin (4) 10,946,152 — 4.650 % August 11, 2025 Hampton Inn Houston (4) 4,604,351 — 6.500 % April 28, 2018 Term Loan (5) 67,000,000 — 30-day LIBOR plus 7.250 % September 27, 2018 Total notes payable 269,173,319 69,975,000 Less unamortized debt issuance costs (4,837,521 ) (931,498 ) Total notes payable, net of unamortized debt issuance costs $ 264,335,798 $ 69,043,502 (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) Monthly payments of interest only are due until the maturity date. (4) Monthly payments of principal and interest are due and payable until the maturity date. (5) Monthly payments of interest are due and payable until the maturity date. Monthly payments of principal and interest are due and payable beginning in November 2017 until the maturity date. Hotel properties secure their respective loans. The MN TX II Note loan is secured by the MN TX II Note. The Term Loan is partially secured by Marriott Courtyard Lyndhurst and Townplace Suites Fort Worth, and is partially unsecured. Scheduled maturities of the notes payable as of December 31, 2017 are as follows: Years ending December 31, 2018 $ 82,287,476 2019 3,221,725 2020 3,350,173 2021 3,532,852 2022 3,700,181 Thereafter 173,080,912 Total $ 269,173,319 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 (as amended, 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”). 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, 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 offerings, beginning with the quarter ending June 30, 2018. The Company began making principal payments of $1.5 million per month in November 2017. The Term Loan will mature on September 27, 2018, but can be extended for six months, to March 27, 2019, subject to satisfaction of certain conditions, including payment of an extension fee in the amount of 0.5% of the then outstanding principal amount of the Term Loan. The Outstanding Balance, together with any and all accrued and unpaid interest thereon, and all other Obligations, will be due on the Maturity Date. In addition, the Term Loan provides 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% 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 the Term Loan Agreement. Upon the occurrence of an event of default, the Lenders may accelerate the payment of the Outstanding Balance. The Company plans to extend the Term Loan for six months when it matures in September 2018. The Company intends to retire to Term Loan with proceeds from long-term loans secured by the Marriott Courtyard Lyndhurst and Townplace Suites Forth Worth hotel properties, with proceeds from the Company’s offering, and through the Company’s monthly principal reductions of $1.5 million. The Company also intends to refinance or extend the loans secured by the MN TX II Note and the Hampton Inn Houston upon their maturities in 2018. If the Company cannot successfully refinance these loans, it may be necessary to sell these or other assets to repay the loans. The Company may not be able to extend, refinance or repay the forgoing loans at all, or be able to extend or refinance such loans on a favorable basis. The Term Loan Agreement also contains various customary covenants, including but not limited to financial covenants, covenants requiring monthly deposits in respect 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. Failure of the Company to comply with financial and other covenants contained in its mortgage loan or the Term Loan could result from, among other things, changes results of operations, the incurrence of additional debt or changes in general economic conditions. If the Company violates financial and other covenants contained in any of the mortgage loans or Term Loan described above, the Company may attempt to negotiate waivers of the violations or amend the terms of the applicable mortgage loan or the Term Loan with the lenders thereunder; however, the Company can make no assurance that it would be successful in any such negotiations or that, if successful in obtaining waivers or amendments, such amendments or waivers would be on terms attractive to the Company. If a default under the mortgage loans or the Term Loan were to occur, the Company would possibly have to refinance the debt through additional debt financing, private or public offering of debt securities, or additional equity financings. If the company is unable to refinance its debt on acceptable terms, including a maturity of the mortgage loans or the Term Loan, it may be forced to dispose of the hotel properties on disadvantageous terms, potentially resulting in losses that reduce cash flow from operating activities. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates upon refinancing, increase interest expense would lower the Company’s cash flow, and, consequently, cash available for distribution to stockholders. Cash traps associate with a mortgage loan may limit the overall liquidity for the Company as cash from the hotel securing such mortgage would not be available for the Company to use. If the Company is unable to meet mortgage payment obligations, including the payment obligation upon maturity of the mortgage borrowing, the mortgage securing the specific property could be foreclosed upon by, or the property could be otherwise transferred to, the mortgagee with a consequent loss of income and asset value to the Company. As of December 31, 2017, the Company was in compliance with all debt covenants, current on all loan payments and not otherwise in default under the mortgage loans or the Term Loan. The estimated fair value of the Company’s notes payable as of December 31, 2017 and 2016 was $269,000,000 and $70,000,000, 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 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Equity | 6. Equity Capitalization Under its Charter, the Company has the authority to issue 1,000,000,000 shares of common stock and 100,000,000 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 December 31, 2017, there were a total of 8,693,367 shares of the Company’s common stock issued and outstanding, including 5,037,374 shares, net of redemptions, issued in the Offering, 3,612,993 shares, net of redemptions, issued in connection with the Merger, the 8,000 shares sold to Sponsor and 35,000 shares of restricted stock, as discussed in Note 8, “Incentive Award Plan,” as follows: Class Shares Outstanding as of December 31, Class A Shares 8,613,346 Class D Shares — Class T Shares 41,673 Class I Shares 38,348 Total 8,693,367 The Company’s board of directors is authorized to amend its 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 has authorized and declared a distribution to its stockholders for 2017 that (1) was calculated daily and reduced for class-specific expenses; (2) was 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) was calculated at a rate of $1.75 per share of the Company’s common stock per year, or approximately $0.00479 per share per day, before any class-specific expenses. The Company first paid distributions on September 15, 2015. The following table summarizes distributions paid in cash and pursuant to the DRP for the years ended December 31, 2017 and 2016. Period Cash Distribution Distribution Paid Pursuant to DRP (1) Total Amount of 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 Fourth Quarter 2017 2,161,214 819,851 2,981,065 Total $ 5,981,421 $ 2,446,992 $ 8,428,413 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 Fourth Quarter 2016 818,892 314,629 1,133,521 Total $ 1,990,961 $ 786,602 $ 2,777,563 (1) Amount of distributions paid in shares of common stock pursuant to the Company’s distribution reinvestment plan. Noncontrolling Interest in Operating Partnership Noncontrolling interests in the OP at December 31, 2017 was $6,062,150, 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. Loss from the OP attributable to these noncontrolling interests was $260,071 and $15,560 for the years ended December 31, 2017 and 2016, respectively. |
Related Party Arrangements
Related Party Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | 7. Related Party Arrangements Pursuant to the Advisory Agreement, Advisor and certain affiliates of Advisor receive fees and compensation in connection with the 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 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, Dealer Manager Fees and Stockholder Servicing Fees During the year ended December 31, 2017, the Company paid Moody Securities the following fees in connection with the Offering: (A) up-front selling commissions of up to (i) 7.0% of the gross proceeds of the Class A Shares sold in the Primary Offering and (ii) 3.0% of the gross proceeds of the Class T Shares sold in the Primary Offering; (B) up-front dealer manager fees of up to (i) 3.0% 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); and (C) 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. Shares sold pursuant to the DRP are not subject to selling commissions, dealer manager fees or stockholder servicing fees. Moody Securities may reallow all or a portion of the foregoing selling commissions, dealer manager fees or stockholder servicing fees to participating broker-dealers. As of December 31, 2017, the Company had paid Moody Securities $9,423,133 in selling commissions and trailing stockholder servicing fees related to the Offering and $2,099,018 in dealer manager fees related to the Offering, which amounts have been recorded as a reduction to additional paid-in capital in the consolidated balance sheets. Beginning as of 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 Offering; provided, however, that the Advisor intends to recoup the funding of such amounts through the Contingent Advisor Payment (described below). Additionally, in connection with the Mergers, the Company paid approximately $7.0 million in stockholder servicing fees to Moody Securities, all of which were re-allowed to broker-dealers that provide ongoing financial advisory services to former Moody I stockholders. Organization and Offering Expenses 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 Offering as of the date of reimbursement. As of December 31, 2017, total offering costs were $17,236,706, comprised of $12,333,647 of offering costs incurred directly by the Company and $4,903,059 in offering costs incurred by and reimbursable to Advisor. As of December 31, 2017, the Company had $631,995 due to Advisor for reimbursable offering costs. Acquisition Fees As of January 16, 2018, the Advisor assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees in connection with the Offering. In connection therewith, as of January 16, 2018, the acquisition fee payable to the Advisor was increased from 1.5% to 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’s allocable cost of investments acquired in a joint venture (including Reimbursement of Acquisition Expenses 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 Advisor for any acquisition expenses during the years ended December 31, 2017 and 2016. Financing Coordination Fee Advisor also receives 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. Advisor will pay some or all of these fees to third parties with whom it subcontracts to coordinate financing for the Company. For the year ended December 31, 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 Lyndhurst and the Townplace Suites Fort Worth. For the year ended December 31, 2016, the Company paid the Advisor financing coordination fees of $562,500 in connection with the acquisition of the Springhill Suites Seattle Hotel. Property Management Fee The Company pays 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 years ended December 31, 2017 and 2016, the Company paid the Property Manager property management fees of $1,409,841 and $588,396, and accounting fees of $154,000 and $47,500, respectively, which are included in hotel operating expenses in the accompanying consolidated statements of operations. The Company will also pay 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 fee to third-party sub-property managers for management services. Asset Management Fee The Company will pay 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 year ended December 31, 2017 and 2016, the Company incurred asset management fees of $1,913,000 and $725,751, respectively, payable to the Advisor, which are recorded in corporate general and administrative expenses in the accompanying consolidated statements of operations. Disposition Fee 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 December 31, 2017, the Company had not paid any disposition fees to Advisor. Operating Expense Reimbursement The Company will reimburse Advisor for all expenses paid or incurred by Advisor in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse Advisor for any amount by which its operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2% of its average invested assets, or (2) 25% of its 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 Advisor for expenses in excess of this limitation if a majority of the independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the four fiscal quarters ended December 31, 2017, total operating expenses of the Company were $3,468,733, which included $2,279,203 in operating expenses incurred directly by the Company and $1,189,530 incurred by Advisor on behalf of the Company. Of the $3,468,733 in total operating expenses incurred during the four fiscal quarters ended December 31, 2017, $0 exceeded the 2%/25% Limitation. The Company reimbursed Advisor $1,297,000 during four fiscal quarters ended December 31, 2017, which includes reimbursements for quarters prior to the four quarters ended December 31, 2017. As of December 31, 2017, the Company had $419,000 due from Advisor for operating expense reimbursement. Springhill Suites Seattle On May 24, 2016, the OP acquired fee simple title to the Springhill Suites Seattle from the current tenant-in-common owners of the Springhill Suites Seattle (the “Seattle TIC Owners”), for an aggregate purchase price, exclusive of closing costs, of $74,100,000. The Seattle TIC Owners acquired their tenant-in-common interests in the Springhill Suites Seattle in a tenant-in-common program sponsored by an affiliate of Sponsor. Merger with Moody I See Note 1, “Organization—Merger with Moody National REIT I, Inc.” Forth Worth Loan On August 15, 2017, the OP made a loan in the amount of $7,106,506 (the “Fort Worth Loan”) to Moody National International-Fort Worth Holding, LLC, an indirect subsidiary of Moody I OP. The loan matured and was retired upon completion of the Mergers. Interest income from the Fort Worth Loan was $55,000 and $0 for the years ended December 31, 2017 and 2016, respectively. Lyndhurst Loan On September 6, 2017, the OP made a loan in the amount of $30,647,770 (the “Lyndhurst Loan”) to Moody National 1 Polito Lyndhurst Holding, LLC, an indirect subsidiary of Moody I OP. The loan matured and was retired upon completion of the Mergers. Interest income from the Lyndhurst Loan was $115,000 and $0 for the years ended December 31, 2017 and 2016, respectively. 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 year ended December 31, 2017. |
Incentive Award Plan
Incentive Award Plan | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Award Plan | 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. Each new independent director who subsequently joins the Company’s board of directors will receive a grant of 5,000 shares of restricted stock upon his or her election to the Company’s board of directors. 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, 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 December 31, 2017, there were 1,965,000 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 $227,695 and $320,586 for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, there were 11,250 non-vested shares of restricted common stock granted pursuant to the Independent Directors Compensation Plan. The remaining unrecognized compensation expense associated with those 11,250 non-vested shares of $259,788 will be recognized during the first, second and third quarters of 2018. The following is a summary of activity under the Independent Directors Compensation Plan for the years ended December 31, 2017 and 2016: Number of Weighted 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 (8,750 ) 27.82 Balance of non-vested shares as of December 31, 2017 11,250 $ 27.82 |
Subordinated Participation Inte
Subordinated Participation Interest | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Subordinated Participation Interest | 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Restricted Cash Under certain management and debt agreements existing at December 31, 2017, 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 December 31, 2017 and 2016 is as follows: December 31, 2017 2016 Property improvement plan $ 4,017,625 $ 1,200,000 Real estate taxes 2,767,874 92,434 Insurance 228,288 — Hotel furniture and fixtures 3,199,485 329,150 Debt service 2,913,129 — Seasonality 369,845 234,000 Expense deposit 10,000 — Rent holdback 14,720 14,720 Total restricted cash $ 13,520,966 $ 1,870,304 Franchise Agreements As of December 31, 2017, 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% to 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 $2,832,000 and $1,132,000 for the years ended December 31, 2017 and 2016, respectively, which is included in hotel operating expenses in the accompanying consolidated statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company has formed a TRS that is 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 December 31, 2017, the Company had operating loss carry-forwards of $281,051. The Company had deferred tax assets of $2,303,000 and $10,000 as of December 31, 2017 and 2016, respectively, related to net operating loss carry forwards of the TRS. As of December 31, 2017, the TRS had a net operating loss carry-forward of $10,081,351 of which $7,249,846 was transferred from Moody I’s taxable REIT subsidiaries when they were merged into our TRS on the date of the Merger. The income tax expense (benefit) for the years ended December 31, 2017 and 2016 consisted of the following: Years ended December 31, 2017 2016 Current expense $ 56,000 $ — Deferred expense (benefit) 610,000 (4,000 ) Total expense (benefit) $ 666,000 $ (4,000 ) Federal $ 610,000 $ (4,000 ) State 56,000 — Total tax expense (benefit) $ 666,000 $ (4,000 ) The reconciliation of income tax expense (benefit) to the expected amount computed by applying federal statutory rate to income before income taxes is as follows: Years ended December 31, 2017 2016 Expected federal tax benefit at statutory rate $ (3,020,000 ) $ (774,000 ) Tax impact of REIT election 3,686,000 770,000 Income tax expense (benefit) $ 666,000 $ (4,000 ) On December 31, 2017, the Company had net deferred tax assets of $2,303,000 primarily due to current and past years’ federal and state tax operating losses of the TRS. These loss carryforwards will generally expire in 2033 through 2037 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 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. The recently enacted tax reform bill, informally known as the Tax Cuts and Jobs Act, made significant changes to the U.S. federal income tax laws. For example, the top corporate income tax rate was reduced to 21%, and the corporate alternative minimum tax was repealed. Additionally, for taxable years beginning after December 31, 2017, the Tax Cuts and Jobs Act limits interest deductions for businesses, whether in corporate or pass-through form, to the sum of the taxpayer’s business interest income for the tax year and 30% of the taxpayer’s adjusted taxable income for the tax year, but the tax rules do permit a real estate business, such as a REIT, to elect out of the interest limitation rules in exchange for depreciating its real estate assets using alternative depreciation system principles. Technical corrections or other amendments to, or administrative guidance interpreting, the Tax Cuts and Job Act may be forthcoming at any time. The Company cannot predict the long-term effect of the Tax Cuts and Jobs Act or any future changes on REITs and their stockholders. For the Company, the reduction in the federal corporate tax rate resulted in a change to the net deferred tax assets of the TRS. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Distributions Declared On December 31, 2017, the Company declared a distribution in the aggregate amount of $1,284,972, of which $1,284,972 was paid in cash on January 15, 2018, $0 was paid pursuant to the DRP in the form of additional shares of the Company’s common stock, and $44,635 was paid to reduce deferred distributions pending the return of letters of transmittal by former Moody I stockholders. On January 31, 2018, the Company declared a distribution in the aggregate amount of $1,294,076, of which $956,869 was paid in cash on February 15, 2017, $337,207 was paid pursuant to the DRP in the form of additional shares of the Company’s common stock, and $35,531 was paid in cash to reduce deferred dividends pending the return of letters of transmittal by former Moody I stockholders. On February 28, 2018, the Company declared a distribution in the aggregate amount of $1,180,845 of which $884,062 was paid in cash on March 15, 2018, $296,381 was paid pursuant to the DRP in the form of additional shares of the Company’s common stock, and $402 was deferred pending the return of letters of transmittal. Retirement of Related Party Mezzanine Note In March 2018, the 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, were paid in full. Amendment of Term Loan Agreement On March 28, 2018, the parties to the Term Loan Agreement entered into a letter agreement pursuant to which the parties thereto agreed to change the commencement of the Company’s obligation under the Term Loan Agreement to raise $10 million per quarter in gross offering proceeds to the calendar quarter ending June 30, 2018. |
Schedule III Real Estate Assets
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization | 12 Months Ended |
Dec. 31, 2017 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization | SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2017 Initial Cost to Company Total Cost Description Location Ownership Percent Encumbrances Land Building, Improvements, and FF&E Total Cost Capitalized Subsequent to Acquisition Land Building, Improvements and FF&E Total (1) Accumulated Depreciation and Amortization Original Date of Construction Date Residence Inn Austin Austin, Texas 100.0 % $ 16,575,000 $ 4,310,000 $ 23,190,000 $ 27,500,000 (2) $ 54,971 $ 4,310,000 $ 23,244,971 $ 27,554,971 $ 1,557,857 2014 October 15, 2015 Springhill Suites Seattle Seattle, Washington 100.0 % 45,000,000 14,040,000 60,060,000 74,100,000 393,272 14,040,000 60,453,272 74,493,272 2,601,609 2001 May 24, 2016 Homewood Suites Woodlands The Woodlands, Texas 100.0 % 9,208,948 2,827,609 14,528,063 17,355,672 109,652 2,827,609 14,637,715 17,465,324 136,898 2001 September 27, 2017 Hyatt Place Germantown Germantown, Tennessee 100.0 % 7,178,639 1,873,624 14,200,095 16,073,719 — 1,873,624 14,200,095 16,073,719 134,940 2009 September 27, 2017 Hyatt Place North Charleston North Charleston, South Carolina 100.0 % 7,291,839 783,299 13,022,349 13,805,648 67,009 783,299 13,089,358 13,872,657 125,579 2009 September 27, 2017 Hampton Inn Austin Austin, Texas 100.0 % 10,870,546 4,328,646 14,999,262 19,327,908 88,514 4,328,646 15,087,776 19,416,422 162,119 1997 September 27, 2017 Residence Inn Grapevine Grapevine, Texas 100.0 % 12,555,885 2,027,680 23,216,934 25,244,614 — 2,027,680 23,216,934 25,244,614 214,435 2007 September 27, 2017 Marriott Courtyard Lyndhurst Lyndhurst, New Jersey (3) — 2,662,518 36,884,966 39,547,484 18,918 2,662,518 36,903,884 39,566,402 342,047 1990 September 27, 2017 Hilton Garden Inn Austin Austin, Texas 100.0 % 18,707,199 9,058,050 20,229,645 29,287,695 39,005 9,058,050 20,268,650 29,326,700 221,579 2002 September 27, 2017 Hampton Inn Great Valley Frazer, Pennsylvania 100.0 % 8,119,879 1,730,357 13,554,467 15,284,824 993,260 1,730,357 14,547,727 16,278,084 155,647 1998 September 27, 2017 Embassy Suites Nashville Nashville, Tennessee 100.0 % 42,714,881 14,805,355 67,401,967 82,207,322 494,586 14,805,355 67,896,553 82,701,908 569,419 2001 September 27, 2017 Homewood Suites Austin Austin, Texas 100.0 % 10,946,152 4,218,221 14,616,627 18,834,848 499,236 4,218,221 15,115,863 19,334,084 158,849 1998 September 27, 2017 TownPlace Suites Fort Worth Fort Worth, Texas (3) — 4,240,306 7,001,436 11,241,742 24,698 4,240,306 7,026,134 11,266,440 82,732 1998 September 27, 2017 Hampton Inn Houston Houston, Texas 100.0 % 4,604,351 3,550,024 6,409,723 9,959,747 625,309 3,550,024 7,035,032 10,585,056 81,073 1995 September 27, 2017 Total $ 193,773,319 $ 70,455,689 $ 329,315,534 $ 399,771,223 $ 3,408,430 $ 70,455,689 $ 332,723,964 $ 403,179,653 $ 6,544,783 (1) The aggregate cost of real estate for federal income tax purposes was $345,556,453 as of December 31, 2017. (2) Includes gain on acquisition of hotel property of $2,000,000. (3) 100% of the Class B membership interests of a joint venture. 2017 2016 Real estate: Balance at the beginning of the year $ 101,820,769 $ 27,500,000 Acquisitions 298,171,223 74,100,000 Improvements and additions 3,187,661 220,769 Dispositions — — Balance at the end of the year $ 403,179,653 $ 101,820,769 Accumulated depreciation: Balance at the beginning of the year $ 1,831,029 $ 133,840 Depreciation 4,713,754 1,697,189 Dispositions — — Balance at the end of the year $ 6,544,783 $ 1,831,029 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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 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 (“VIEs”) through which the Company has a controlling interest. Interests in entities acquired are evaluated based on GAAP, which requires 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 any VIE interests as of December 31, 2017 or 2016. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.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. |
Organization and Offering Costs | 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 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. 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 December 31, 2017, total offering costs for the Offering were $17,236,706, comprised of $12,333,647 of offering costs incurred directly by the Company and $4,903,059 in offering costs incurred by and reimbursable to the Advisor. As of December 31, 2017, the Company had $631,995 due to the Advisor for reimbursable offering costs. |
Income Taxes | 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 is 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 December 31, 2017. 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 2013 through 2016 remaining subject to examination by various federal and state tax jurisdictions. For more information, see Note 11, “Income Taxes.” |
Fair Value Measurement | 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 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. 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 elected not to use the fair value option in recording its 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 instruments approximate their fair values due to their short-term nature. For the fair value of the Company’s note receivable from related parties and notes payable, see Note 4, “Notes Receivable from Related Parties” and Note 5, “Debt.” Additionally, for the fair value information related to purchase accounting for the Mergers, see Note 3, “Investment in Hotel Properties.” |
Concentration of Risk | Concentration of Risk As of December 31, 2017, 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 eight of its fourteen hotel properties are located in one state, Texas. |
Valuation and Allocation of Hotel Properties - Acquisition | 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. 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 | 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 improvements 39-40 Exterior improvements 10-20 Furniture, fixtures and equipment 5-10 |
Impairments | 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 years ended December 31, 2017 and 2016. 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. |
Revenue Recognition | 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. Refer to “Recent Accounting Pronouncements” below for further discussion of revenue recognition. |
Cash and Cash Equivalents | 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 months or less at the date of purchase. |
Restricted Cash | 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. |
Accounts Receivable | 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 | 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 years ended December 31, 2017 or 2016. |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets Prepaid expenses include prepaid property insurance and hotel operating expenses. Other assets also include the Company’s deferred income tax asset. |
Deferred Franchise Costs | 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 $50,430 and $15,656 as of December 31, 2017 and 2016, respectively. Expected future amortization of deferred franchise costs as of December 31, 2017 is as follows: Years Ending December 31, 2018 $ 83,088 2019 83,088 2020 83,088 2021 83,088 2022 82,200 Thereafter 602,085 Total $ 1,016,637 |
Debt Issuance Costs | 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 $1,029,922 and $325,904 as of December 31, 2017 and 2016, respectively. Expected future amortization of debt issuance costs as of December 31, 2017 is as follows: Years Ending December 31, 2018 $ 1,822,818 2019 510,654 2020 512,074 2021 510,654 2022 510,654 Thereafter 970,667 Total $ 4,837,521 |
Earnings (Loss) per Share | 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 11,250 and 5,000 shares as of December 31, 2017 and 2016, 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 | 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 | 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. The Company completed its evaluation of the effect that ASU No. 2014-09 will have on the Company’s consolidated financial statements and our evaluation of each of our revenue streams under the new standard. Because of the short-term day-to-day nature of the Company’s hotel revenues, the Company determined that the pattern of revenue recognition will not change significantly. Under ASU No. 2014-09, there will be a recharacterization of certain revenue streams affecting both gross and net revenue reporting due to changes in principal versus agency guidance, which presentation is deemed immaterial for the Company and will not affect net income. Additionally, the Company does not sell hotel properties to customers as defined by FASB, but have historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations, and therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. The Company finalized its expanded disclosure for the notes to the consolidated financial statements pursuant to the new requirements. The Company adopted this standard on its effective date of January 1, 2018 under the cumulative effect transition method. No adjustment will be recorded to the Company’s opening balance of retained earnings on January 1, 2018 as there was no impact to our net income. Additionally, comparative information beginning in 2018 will not be restated and will continue to be reported under Revenue Recognition (Topic 605). The Company also expects that the effect of ASU No. 2014-09 will be immaterial to us on an on-going basis. 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. The 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 first annual reporting period beginning after December 15, 2018. The Company anticipates adopting standard on January 1, 2019. In evaluating the effect that ASU No. 2016-02 will have on the Company’s consolidated financial statements and related disclosures, the Company believes the impact will be minimal to the Company’s consolidated statements of operations. In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which addresses the Statement of Cash Flow classification and presentation of certain cash transactions. ASU No. 2016-15 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 early adoption is permitted. The Company expects to adopt ASU No. 2016-15 for the Company’s fiscal year commencing on January 1, 2018. The Company does not believe that the adoption of ASU No. 2016-15 will have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations. In November 2016, the FASB issued ASU No. 2016-18, “Classification of Restricted Cash,” which requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This standard will be effective for the first annual period beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The Company adopted this standard on January 1, 2018. As a result, restricted cash reserves will be included with cash and cash equivalents on the Company’s consolidated statements of cash flows. The adoption will not change the presentation of the Company’s consolidated balance sheets. 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. In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of expected future amortization of deferred franchise costs | Expected future amortization of deferred franchise costs as of December 31, 2017 is as follows: Years Ending December 31, 2018 $ 83,088 2019 83,088 2020 83,088 2021 83,088 2022 82,200 Thereafter 602,085 Total $ 1,016,637 |
Schedule of expected future amortization of deferred issuance costs | Expected future amortization of debt issuance costs as of December 31, 2017 is as follows: Years Ending December 31, 2018 $ 1,822,818 2019 510,654 2020 512,074 2021 510,654 2022 510,654 Thereafter 970,667 Total $ 4,837,521 |
Investments in Hotel Properties
Investments in Hotel Properties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Schedule of investments in hotel properties | The following table sets forth summary information regarding the Company’s investment in hotel properties as of December 31, 2017: Property Name Date Acquired Location Ownership Original (1) Rooms Mortgage Debt Outstanding (2) Residence Inn Austin October 15, 2015 Austin, Texas 100 % $ 27,500,000 112 $ 16,575,000 Springhill Suites Seattle May 24, 2016 Seattle, Washington 100 % 74,100,000 234 45,000,000 Homewood Suites Woodlands September 27, 2017 (5) The Woodlands, Texas 100 % 17,355,672 91 9,208,948 Hyatt Place Germantown September 27, 2017 (5) Germantown, Tennessee 100 % 16,073,719 127 7,178,639 Hyatt Place September 27, 2017 (5) North Charleston, 100 13,805,648 113 7,291,839 Hampton Inn Austin September 27, 2017 (5) Austin, Texas 100 % 19,327,908 123 10,870,546 Residence Inn Grapevine September 27, 2017 (5) Grapevine, Texas 100 % 25,244,614 133 12,555,885 Marriott Courtyard Lyndhurst September 27, 2017 (5) Lyndhurst, New Jersey (3 ) 39,547,484 227 — Hilton Garden Inn Austin September 27, 2017 (5) Austin, Texas 100 29,287,695 138 18,707,199 Hampton Inn Great Valley September 27, 2017 (5) Frazer, Pennsylvania 100 % 15,284,824 125 8,119,879 Embassy Suites Nashville September 27, 2017 (5) Nashville, Tennessee 100 % 82,207,322 208 42,714,881 Homewood Suites Austin September 27, 2017 (5) Austin, Texas 100 % 18,834,848 96 10,946,152 Townplace Suites Fort Worth September 27, 2017 (5) Fort Worth, Texas (4 ) 11,241,742 95 — Hampton Inn Houston September 27, 2017 (5) Houston, Texas 100 % 9,959,747 119 4,604,351 Totals $ 399,771,223 1,941 $ 193,773,319 (1) Excludes closing costs and includes gain on acquisition. (2) As of December 31, 2017. (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. (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. (5) Property acquired as a result of the Mergers. |
Schedule of components of the investments in hotel properties | Investment in hotel properties consisted of the following at December 31, 2017 and 2016: December 31, December 31, Land $ 70,455,689 $ 18,350,000 Buildings and improvements 297,553,603 80,810,000 Furniture, fixtures and equipment 35,170,361 2,660,769 Total cost 403,179,653 101,820,769 Accumulated depreciation (6,544,783 ) (1,831,029 ) Investment in hotel properties, net $ 396,634,870 $ 99,989,740 |
Schedule of merger consideration | As of the date of the Mergers, there were 13,257,126 shares 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 stockholders $ 90,631,737 Cash consideration paid 45,253,809 Aggregate merger consideration $ 135,885,546 |
Schedule of common stock after the consummation of the merger | 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 merger 4,903,836 Company Class A common shares issued to Moody I stockholders on date of merger 3,625,270 Total Company shares outstanding after Merger 8,529,106 |
Schedule of assets and liabilities acquired | 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 $ 298,171,223 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 13,339,593 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 (10,264,941 ) Noncontrolling interests in OP (6,111,070 ) Aggregate merger consideration $ 135,885,546 |
Schedule of pro forma consolidated financial information | 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 Portfolio on January 1, 2016, nor does it purport to represent the Company’s future operations: Years ended December 31, 2017 2016 Revenue $ 85,029,818 $ 86,343,603 Net loss (8,688,957 ) (20,838,526 ) Net loss attributable to common stockholders (8,380,815 ) (20,757,740 ) Net loss per common share - basic and diluted $ (0.98 ) $ (2.43 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable, secured by the respective real properties and mortgage note receivable | As of December 31, 2017 and 2016, the Company’s notes payable consisted of the following: Loan Principal as of Principal as of Interest Rate at 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 4.500 % October 6, 2018 Homewood Suites Woodlands (4) 9,208,948 — 4.690 % April 11, 2025 Hyatt Place Germantown (4) 7,178,639 — 4.300 % May 6, 2023 Hyatt Place North Charleston (4) 7,291,839 — 5.193 % August 1, 2023 Hampton Inn Austin (4) 10,870,546 — 5.426 % January 6, 2024 Residence Inn Grapevine (4) 12,555,885 — 5.250 % April 6, 2024 Hilton Garden Inn Austin (4) 18,707,199 — 4.530 % December 11, 2024 Hampton Inn Great Valley (4) 8,119,879 — 4.700 % April 11, 2025 Embassy Suites Nashville (4) 42,714,881 — 4.2123 % July 11, 2025 Homewood Suites Austin (4) 10,946,152 — 4.650 % August 11, 2025 Hampton Inn Houston (4) 4,604,351 — 6.500 % April 28, 2018 Term Loan (5) 67,000,000 — 30-day LIBOR plus 7.250 % September 27, 2018 Total notes payable 269,173,319 69,975,000 Less unamortized debt issuance costs (4,837,521 ) (931,498 ) Total notes payable, net of unamortized debt issuance costs $ 264,335,798 $ 69,043,502 (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) Monthly payments of interest only are due until the maturity date. (4) Monthly payments of principal and interest are due and payable until the maturity date. (5) Monthly payments of interest are due and payable until the maturity date. Monthly payments of principal and interest are due and payable beginning in November 2017 until the maturity date. |
Schedule of maturities of notes payable | Scheduled maturities of the notes payable as of December 31, 2017 are as follows: Years ending December 31, 2018 $ 82,287,476 2019 3,221,725 2020 3,350,173 2021 3,532,852 2022 3,700,181 Thereafter 173,080,912 Total $ 269,173,319 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding shares of Incentive Award Plan | As of December 31, 2017, there were a total of 8,693,367 shares of the Company’s common stock issued and outstanding, including 5,037,374 shares issued in the Offering, 3,612,993 shares issued in connection with the Merger, the 8,000 shares sold to Sponsor and 35,000 shares of restricted stock, as discussed in Note 8, “Incentive Award Plan,” as follows: Class Shares Outstanding as of December 31, 2017 Class A Shares 8,613,346 Class D Shares — Class T Shares 41,673 Class I Shares 38,348 Total 8,693,367 |
Schedule of distributions paid in cash and pursuant to the DRP | The following table summarizes distributions paid in cash and pursuant to the DRP for the years ended December 31, 2017 and 2016. Period Cash Distribution Distribution Paid (1) Total Amount of 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 Fourth Quarter 2017 2,161,214 819,851 2,981,065 Total $ 5,981,421 $ 2,446,992 $ 8,428,413 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 Fourth Quarter 2016 818,892 314,629 1,133,521 Total $ 1,990,961 $ 786,602 $ 2,777,563 (1) Amount of distributions paid in shares of common stock pursuant to the Company’s distribution reinvestment plan. |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of activity under the Independent Directors Compensation Plan | The remaining unrecognized compensation expense associated with those 11,250 non-vested shares of $259,788 will be recognized during the first, second and third quarters of 2018. The following is a summary of activity under the Independent Directors Compensation Plan for the years ended December 31, 2017 and 2016: Number of Weighted 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 (8,750 ) 27.82 Balance of non-vested shares as of December 31, 2017 11,250 $ 27.82 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of composition of restricted cash | The composition of the Company’s restricted cash as of December 31, 2017 and 2016 is as follows: December 31, 2017 2016 Property improvement plan $ 4,017,625 $ 1,200,000 Real estate taxes 2,767,874 92,434 Insurance 228,288 — Hotel furniture and fixtures 3,199,485 329,150 Debt service 2,913,129 — Seasonality 369,845 234,000 Expense deposit 10,000 — Rent holdback 14,720 14,720 Total restricted cash $ 13,520,966 $ 1,870,304 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | The income tax expense (benefit) for the years ended December 31, 2017 and 2016 consisted of the following: Years ended December 31, 2017 2016 Current expense $ 56,000 $ — Deferred expense (benefit) 610,000 (4,000 ) Total expense (benefit) $ 666,000 $ (4,000 ) Federal $ 610,000 $ (4,000 ) State 56,000 — Total tax expense (benefit) $ 666,000 $ (4,000 ) |
Schedule of reconciliation of income tax expense (benefit) | The reconciliation of income tax expense (benefit) to the expected amount computed by applying federal statutory rate to income before income taxes is as follows: Years ended December 31, 2017 2016 Expected federal tax benefit at statutory rate $ (3,020,000 ) $ (774,000 ) Tax impact of REIT election 3,686,000 770,000 Income tax expense (benefit) $ 666,000 $ (4,000 ) |
Organization (Details Narrative
Organization (Details Narrative) | Jan. 18, 2018USD ($) | Nov. 16, 2016USD ($)shares | Dec. 31, 2017USD ($)Number$ / sharesshares | Nov. 16, 2017USD ($) | Sep. 27, 2017$ / shares | Jun. 30, 2017$ / shares | Feb. 02, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Jan. 20, 2015USD ($) |
Number of rooms | Number | 1,941 | ||||||||
Common stock, authorized | shares | 1,000,000,000 | 1,000,000,000 | |||||||
Mortgage note receivable from related party | $ 11,200,000 | $ 11,200,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 23.19 | $ 23.19 | |||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||
Special Limited Partnership Interests | $ 1,000 | $ 1,000 | |||||||
Number of hotel properties | Number | 14 | ||||||||
Class A Shares [Member] | |||||||||
Common stock, par value | $ / shares | $ 0.01 | ||||||||
Class D Shares [Member] | |||||||||
Common stock, par value | $ / shares | 0.01 | ||||||||
Class I Shares [Member] | |||||||||
Common stock, par value | $ / shares | 0.01 | ||||||||
Class T Shares [Member] | |||||||||
Common stock, par value | $ / shares | $ 0.01 | ||||||||
Initial Public Offering [Member] | |||||||||
Common stock, authorized, value | $ 1,000,000,000 | ||||||||
Common stock, authorized in Distribution Reinvestment Plan, value | 100,000,000 | ||||||||
Initial Public Offering [Member] | Class A Shares [Member] | |||||||||
Issuance of common stock, net of offering costs (in shares) | shares | 5,037,374 | ||||||||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | shares | 133,680 | ||||||||
Proceeds from stock and DRIP offering | $ 123,729,965 | ||||||||
Initial Public Offering [Member] | Maximum [Member] | |||||||||
Common stock, authorized, value | $ 1,100,000,000 | ||||||||
Katy [Member] | TEXAS [Member] | |||||||||
Principal amount outstanding | 6,750,000 | ||||||||
Houston [Member] | TEXAS [Member] | |||||||||
Principal amount outstanding | 4,500,000 | ||||||||
Moody National REIT I, Inc [Member] | |||||||||
Mortgage note receivable from related party | $ 11,250,000 | ||||||||
Common stock, par value | $ / shares | $ 0.01 | ||||||||
Net acqusition share price (in dollars per share) | $ / shares | 10.25 | ||||||||
Number of common stock issued as consideration | shares | 3,625,270 | ||||||||
Moody National REIT I, Inc [Member] | Advisor [Member] | |||||||||
Acquisition fee | $ 670,000 | $ 670,000 | |||||||
Acquisition fee, percentage of cash consideration | 1.50% | 1.50% | |||||||
Moody National REIT I, Inc [Member] | Termination Agreement [Member] | |||||||||
Termination payment | $ 5,580,685 | ||||||||
Moody National REIT I, Inc [Member] | Stockholder Servicing Coordination Agreement [Member] | Moody Securities [Member] | |||||||||
Value of common stock issued as consideration | $ 7,000,000 | ||||||||
Moody National REIT I, Inc [Member] | Class A Shares [Member] | |||||||||
Net acqusition share price (in dollars per share) | $ / shares | $ 0.41 | ||||||||
Moody National REIT I, Inc [Member] | Class A Shares [Member] | Merger Agreement [Member] | Former Moody I Stockholders [Member] | |||||||||
Number of common stock issued as consideration | shares | 3,630,000 | ||||||||
Value of common stock issued as consideration | $ 44,700,000 | ||||||||
Moody National REIT I, Inc [Member] | Maximum [Member] | Termination Agreement [Member] | |||||||||
Promote payment | $ 613,751 | ||||||||
Subsequent Event [Member] | |||||||||
Value of shares issueable under registration statement | $ 990,000,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - Franchise Costs [Member] | Dec. 31, 2017USD ($) |
Expected future amortization of deferred franchise costs, year ending December 31, | |
2,018 | $ 83,088 |
2,019 | 83,088 |
2,020 | 83,088 |
2,021 | 83,088 |
2,022 | 82,200 |
Thereafter | 602,085 |
Total | $ 1,016,637 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details 1) - Loan Costs [Member] | Dec. 31, 2017USD ($) |
Expected future amortization of deferred loan costs, year ending December 31, | |
2,018 | $ 1,822,818 |
2,019 | 510,654 |
2,020 | 512,074 |
2,021 | 510,654 |
2,022 | 510,654 |
Thereafter | 970,667 |
Total | $ 4,837,521 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
REIT distribution threshold for federal corporate income tax benefit | 90.00% | |
Deferred franchies costs, accumulated amortization | $ 50,430 | $ 15,656 |
Nonvested restricted stock included in earnings per share | 11,250 | 7,500 |
Buildings and Improvements [Member] | Minimum [Member] | ||
Estimated useful lives | 39 years | |
Buildings and Improvements [Member] | Maximum [Member] | ||
Estimated useful lives | 40 years | |
Exterior Improvements [Member] | Minimum [Member] | ||
Estimated useful lives | 10 years | |
Exterior Improvements [Member] | Maximum [Member] | ||
Estimated useful lives | 20 years | |
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||
Estimated useful lives | 5 years | |
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||
Estimated useful lives | 10 years | |
Franchise Costs [Member] | ||
Deferred franchies costs, accumulated amortization | $ 50,430 | $ 15,656 |
Loan Costs [Member] | ||
Deferred franchies costs, accumulated amortization | $ 1,029,922 | $ 325,904 |
Advisor [Member] | ||
Percentage of organization and offering costs | 15.00% | |
Total offering costs | $ 17,236,706 | |
Offering cost directly incurred by company | 12,333,647 | |
Offering cost reimbursed to advisor | 4,903,059 | |
Payable to Advisor for offering costs | $ 631,995 |
Investment in Hotel Properties
Investment in Hotel Properties (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)Number | ||
Original Purchase Price | $ 399,771,223 | [1] |
Number of rooms | Number | 1,941 | |
Mortgage Debt Outstanding | $ 193,773,319 | [2] |
Residence Inn Austin Hotel [Member] | TEXAS [Member] | ||
Property Name | Residence Inn Austin | |
Date Acquired | Oct. 15, 2015 | |
Location | Austin, Texas | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 27,500,000 | [1] |
Number of rooms | Number | 112 | |
Mortgage Debt Outstanding | $ 16,575,000 | [2] |
Springhill Suites Seattle [Member] | WASHINGTON [Member] | ||
Property Name | Springill Suites Seattle | |
Date Acquired | May 24, 2016 | |
Location | Seattle, Washington | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 74,100,000 | [1] |
Number of rooms | Number | 234 | |
Mortgage Debt Outstanding | $ 45,000,000 | [2] |
Homewood Suites Woodlands [Member] | TEXAS [Member] | ||
Property Name | Homewood Suites Woodlands | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | The Woodlands, Texas | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 17,355,672 | [1] |
Number of rooms | Number | 91 | |
Mortgage Debt Outstanding | $ 9,208,948 | [2] |
Hyatt Place Germantown [Member] | Germantown, Tennessee [Member] | ||
Property Name | Hyatt Place Germantown | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Germantown, Tennessee | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 16,073,719 | [1] |
Number of rooms | Number | 127 | |
Mortgage Debt Outstanding | $ 7,178,639 | [2] |
Hyatt Place North Charleston [Member] | North Charleston, South Carolina [Member] | ||
Property Name | Hyatt Place North Charleston | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | North Charleston, South Carolina | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 13,805,648 | [1] |
Number of rooms | Number | 113 | |
Mortgage Debt Outstanding | $ 7,291,839 | [2] |
Hampton Inn Austin [Member] | TEXAS [Member] | ||
Property Name | Hampton Inn Austin | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Austin, Texas | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 19,327,908 | [1] |
Number of rooms | Number | 123 | |
Mortgage Debt Outstanding | $ 10,870,546 | [2] |
Residence Inn Grapevine [Member] | TEXAS [Member] | ||
Property Name | Residence Inn Grapevine | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Grapevine, Texas | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 25,244,614 | [1] |
Number of rooms | Number | 133 | |
Mortgage Debt Outstanding | $ 12,555,885 | [2] |
Marriott Courtyard Inn Lyndhurst [Member] | Lyndhurst, New Jersey [Member] | ||
Property Name | Marriott Courtyard Lyndhurst | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Lyndhurst, New Jersey | |
Ownership Interest | [4] | |
Original Purchase Price | $ 39,247,484 | [1] |
Number of rooms | Number | 227 | |
Hilton Garden Inn Austin [Member] | TEXAS [Member] | ||
Property Name | Hilton Garden Inn Austin | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Austin, Texas | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 29,287,695 | [1] |
Number of rooms | Number | 138 | |
Mortgage Debt Outstanding | $ 18,707,199 | [2] |
Hampton Inn Great Valley [Member] | Frazer, Pennsylvania [Member] | ||
Property Name | Hampton Inn Great Valley | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Frazer, Pennsylvania | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 15,284,824 | [1] |
Number of rooms | Number | 125 | |
Mortgage Debt Outstanding | $ 8,119,879 | [2] |
Embassy Suites Nashville [Member] | Nashville, Tennessee [Member] | ||
Property Name | Embassy Suites Nashville | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Nashville, Tennessee | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 82,207,322 | [1] |
Number of rooms | Number | 208 | |
Mortgage Debt Outstanding | $ 42,714,881 | [2] |
Homewood Suites Austin [Member] | TEXAS [Member] | ||
Property Name | Homewood Suites Austin | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Austin, Texas | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 18,834,848 | [1] |
Number of rooms | Number | 96 | |
Mortgage Debt Outstanding | $ 10,946,152 | [2] |
Townplace Suites Fort Worth [Member] | TEXAS [Member] | ||
Property Name | Townplace Suites Fort Worth | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Fort Worth, Texas | |
Ownership Interest | [5] | |
Original Purchase Price | $ 11,241,742 | [1] |
Number of rooms | Number | 95 | |
Hampton Inn Houston [Member] | TEXAS [Member] | ||
Property Name | Hampton Inn Houston | |
Date Acquired | Sep. 27, 2017 | [3] |
Location | Houston, Texas | |
Ownership Interest | 100.00% | |
Original Purchase Price | $ 9,959,747 | [1] |
Number of rooms | Number | 119 | |
Mortgage Debt Outstanding | $ 4,604,351 | [2] |
[1] | Excludes closing costs and includes gain on acquisition. | |
[2] | As of December 31, 2017. | |
[3] | Property acquired as a result of the Mergers. | |
[4] | 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. | |
[5] | 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. |
Investment in Hotel Propertie33
Investment in Hotel Properties (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Real Estate [Abstract] | ||
Land | $ 70,455,689 | $ 18,350,000 |
Buildings and improvements | 297,553,603 | 80,810,000 |
Furniture, fixtures and equipment | 35,170,361 | 2,660,769 |
Total cost | 403,179,653 | 101,820,769 |
Accumulated depreciation | (6,544,783) | (1,831,029) |
Investment in hotel properties, net | $ 396,634,870 | $ 99,989,740 |
Investment in Hotel Propertie34
Investment in Hotel Properties (Details 2) | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
Aggregate merger consideration | $ 399,771,223 | [1] |
Moody National REIT I, Inc [Member] | ||
Value of Company's shares issued to Moody I shareholders | 90,631,737 | |
Cash consideration paid | 45,253,809 | |
Aggregate merger consideration | $ 135,885,546 | |
[1] | Excludes closing costs and includes gain on acquisition. |
Investment in Hotel Propertie35
Investment in Hotel Properties (Details 3) - shares | 12 Months Ended | |||
Dec. 31, 2017 | Sep. 27, 2017 | Sep. 26, 2017 | Dec. 31, 2016 | |
Common stock, shares outstanding | 8,693,367 | 8,529,106 | 4,903,836 | 3,173,348 |
Moody National REIT I, Inc [Member] | ||||
Common stock, shares outstanding | 13,257,126 | |||
Number of common stock issued as consideration | 3,625,270 |
Investment in Hotel Propertie36
Investment in Hotel Properties (Details 4) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Notes receivable from related parties | $ 11,200,000 | $ 11,200,000 |
Liabilities and Equity | ||
Noncontrolling interests in OP | (6,062,150) | $ (379,830) |
Moody National REIT I, Inc [Member] | ||
Assets | ||
Investments in hotel properties | 298,171,223 | |
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 | 13,339,593 | |
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 | (10,264,941) | |
Noncontrolling interests in OP | (6,111,070) | |
Aggregate Merger consideration | $ 135,885,546 |
Investment in Hotel Propertie37
Investment in Hotel Properties (Details 5) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Real Estate [Abstract] | ||
Revenue | $ 85,029,818 | $ 86,343,603 |
Net loss | (8,688,957) | (20,838,526) |
Net loss attributable to common shareholders | $ (8,380,815) | $ (20,757,740) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.98) | $ (2.43) |
Investment in Hotel Propertie38
Investment in Hotel Properties (Details Narrative) - USD ($) | May 24, 2016 | Dec. 31, 2017 | Sep. 27, 2017 | Sep. 26, 2017 | Dec. 31, 2016 | |
Aggregate purchase price | [1] | $ 399,771,223 | ||||
Common stock, shares issued | 8,693,367 | 3,173,348 | ||||
Common stock, shares outstanding | 8,693,367 | 8,529,106 | 4,903,836 | 3,173,348 | ||
Percentage stock ownership in Moody RETI II after the merger | 43.00% | |||||
Marriott Courtyard Inn Lyndhurst [Member] | Lyndhurst, New Jersey [Member] | ||||||
Aggregate purchase price | [1] | $ 39,247,484 | ||||
Marriott Courtyard Inn Lyndhurst [Member] | Lyndhurst, New Jersey [Member] | Class B Membership Interests [Member] | ||||||
Ownership interest | 100.00% | |||||
Townplace Suites Fort Worth [Member] | TEXAS [Member] | ||||||
Aggregate purchase price | [1] | $ 11,241,742 | ||||
Townplace Suites Fort Worth [Member] | TEXAS [Member] | Class B Membership Interests [Member] | ||||||
Ownership interest | 100.00% | |||||
Moody Seattle Holding [Member] | ||||||
Aggregate purchase price | $ 74,100,000 | |||||
Moody National REIT I, Inc [Member] | ||||||
Aggregate purchase price | $ 135,885,546 | |||||
Common stock, shares issued | 13,257,126 | |||||
Common stock, shares outstanding | 13,257,126 | |||||
Percentage of stockholders electing to receive stock consideration | 67.00% | |||||
Percentage stock ownership in Moody RETI II after the merger | 57.00% | |||||
[1] | Excludes closing costs and includes gain on acquisition. |
Notes Receivable from Related39
Notes Receivable from Related Parties (Details Narrative) - USD ($) | Oct. 06, 2016 | Aug. 15, 2016 | Aug. 21, 2015 | Dec. 31, 2017 | Apr. 29, 2017 | Dec. 31, 2016 | Sep. 06, 2017 | Aug. 15, 2017 | Apr. 29, 2016 |
Mortgage note receivable from related party | $ 11,200,000 | $ 11,200,000 | |||||||
Mortgage note receivable from related party - fair value | 11,200,000 | 11,200,000 | |||||||
Notes receivable from related parties | 11,250,000 | ||||||||
Face amount | 269,173,319 | 69,975,000 | |||||||
Principal amount | 269,173,319 | ||||||||
Interest income on the mortgage note receivable | 1,143,355 | 147,465 | |||||||
Interest receivable on notes receivable from related parties | 0 | ||||||||
Fair value of notes receivable | 11,250,000 | ||||||||
Katy [Member] | TEXAS [Member] | |||||||||
Notes receivable from related parties | 6,750,000 | 0 | |||||||
Principal amount outstanding | 6,750,000 | ||||||||
Moody National REIT I, Inc [Member] | |||||||||
Mortgage note receivable from related party | 11,250,000 | ||||||||
Secured Loan [Member] | Lyndhurst Loan [Member] | |||||||||
Notes receivable from related parties | $ 30,647,770 | ||||||||
Interest rate | 6.50% | ||||||||
Interest income on the mortgage note receivable | 115,000 | 0 | |||||||
Secured Loan [Member] | MN TX II Note [Member] | |||||||||
Face amount | $ 11,200,000 | ||||||||
Principal amount | $ 8,400,000 | ||||||||
Maturity date | Oct. 6, 2018 | ||||||||
Interest rate | 5.50% | ||||||||
Interest income on the mortgage note receivable | 624,555 | 147,465 | |||||||
Interest receivable from related party | 0 | 147,465 | |||||||
Secured Loan [Member] | Fort Worth Loan [Member] | |||||||||
Notes receivable from related parties | $ 7,106,506 | ||||||||
Interest rate | 6.50% | ||||||||
Interest income on the mortgage note receivable | 55,000 | 0 | |||||||
Unsecured Loan [Member] | Moody National REIT I, Inc [Member] | |||||||||
Face amount | $ 4,500,000 | ||||||||
Interest rate | 10.00% | ||||||||
Interest income on the mortgage note receivable | $ 348,800 | $ 0 | |||||||
Notes receivable origination fee | $ 45,000 | ||||||||
Notes receivable exit fee | $ 45,000 | ||||||||
Unsecured Loan [Member] | Moody National DST Sponsor, LLC [Member] | |||||||||
Face amount | $ 9,000,000 | ||||||||
Interest rate | 12.00% | ||||||||
Notes receivable origination fee | $ 90,000 | ||||||||
Notes receivable exit fee | $ 90,000 | ||||||||
Extension fee | $ 45,000 |
Debt (Details)
Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Short-term Debt [Line Items] | |||
Principal Amount | $ 269,173,319 | $ 69,975,000 | |
Less unamortized debt issuance costs | (4,837,521) | (931,498) | |
Total notes payable, net of unamortized debt issuance costs | 264,335,798 | 69,043,502 | |
Residence Inn Austin Hotel [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [1] | $ 16,575,000 | 16,575,000 |
Interest Rate | 4.58% | ||
Maturity Date | Nov. 1, 2025 | ||
Springhill Suites Seattle [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [2] | $ 45,000,000 | 45,000,000 |
Interest Rate | 4.38% | ||
Maturity Date | Oct. 1, 2026 | ||
MN TX II Note [member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [3] | $ 8,400,000 | $ 8,400,000 |
Interest Rate | 4.50% | ||
Maturity Date | Oct. 6, 2018 | ||
Homewood Suites Woodlands [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 9,208,948 | |
Interest Rate | 4.69% | ||
Maturity Date | Apr. 11, 2025 | ||
Hyatt Place Germantown [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 7,178,639 | |
Interest Rate | 4.30% | ||
Maturity Date | May 6, 2023 | ||
Hyatt Place North Charleston [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 7,291,839 | |
Interest Rate | 5.193% | ||
Maturity Date | Jul. 1, 2023 | ||
Hampton Inn Austin [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 10,870,546 | |
Interest Rate | 5.426% | ||
Maturity Date | Jan. 6, 2024 | ||
Residence Inn Grapevine [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 12,555,885 | |
Interest Rate | 5.25% | ||
Maturity Date | Apr. 6, 2024 | ||
Hilton Garden Inn Austin [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 18,707,199 | |
Interest Rate | 4.53% | ||
Maturity Date | Dec. 11, 2024 | ||
Hampton Inn Great Valley [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 8,119,879 | |
Interest Rate | 4.70% | ||
Maturity Date | Apr. 11, 2025 | ||
Embassy Suites Nashville [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 42,714,881 | |
Interest Rate | 4.2123% | ||
Maturity Date | Jul. 11, 2025 | ||
Homewood Suites Austin [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 10,946,152 | |
Interest Rate | 4.65% | ||
Maturity Date | Aug. 11, 2025 | ||
Hampton Inn Houston [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [4] | $ 4,604,351 | |
Interest Rate | 6.50% | ||
Maturity Date | Apr. 28, 2018 | ||
Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount | [5] | $ 67,000,000 | |
Maturity Date | Sep. 27, 2018 | ||
Description on interest rate | 30-day LIBOR plus 7.250% | ||
Spread on variable rate | 7.25% | ||
[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] | Monthly payments of interest only are due until the maturity date. | ||
[4] | Monthly payments of principal and interest are due and payable until the maturity date. | ||
[5] | Monthly payments of interest are due and payable until the maturity date. Monthly payments of principal and interest are due and payable beginning in November 2017 until the maturity date. |
Debt (Details 1)
Debt (Details 1) | Dec. 31, 2017USD ($) |
Maturities of notes payable for the year ending December 31, | |
2,018 | $ 82,287,476 |
2,019 | 3,221,725 |
2,020 | 3,350,173 |
2,021 | 3,532,852 |
2,022 | 3,700,181 |
Thereafter | 173,080,912 |
Total | $ 269,173,319 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Sep. 27, 2017 | Nov. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Face amount | $ 269,173,319 | $ 69,975,000 | |||
Principal amount | 269,173,319 | ||||
Fair value of notes payable | $ 269,000,000 | $ 70,000,000 | |||
Term Loan Agreement [Member] | |||||
Principal payments | $ 1,500,000 | ||||
Term Loan Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | |||||
Gross offering proceeds required quarterly | $ 10,000,000 | ||||
Term Loan Agreement [Member] | OP [Member] | |||||
Face amount | $ 70,000,000 | ||||
Principal amount | $ 26,000,000 | ||||
Term Loan Agreement [Member] | LIBOR [Member] | |||||
Interest rate | 7.25% | ||||
Basis spread on variable rate | 1.00% | ||||
Term Loan Agreement [Member] | LIBOR [Member] | Minimum [Member] | |||||
Basis spread on variable rate | 2.95% | ||||
Term Loan Agreement [Member] | LIBOR [Member] | Maximum [Member] | |||||
Basis spread on variable rate | 3.95% | ||||
Interest rate cap | 1.75% | ||||
Term Loan Agreement [Member] | Base Rate [Member] | |||||
Interest rate | 6.25% | ||||
Term Loan Agreement [Member] | Federal Funds Effective Rate [Member] | |||||
Basis spread on variable rate | 0.50% |
Equity (Details)
Equity (Details) - shares | Dec. 31, 2017 | Sep. 27, 2017 | Sep. 26, 2017 | Dec. 31, 2016 |
Shares Outstanding | 8,693,367 | 8,529,106 | 4,903,836 | 3,173,348 |
Class A Shares [Member] | ||||
Shares Outstanding | 8,613,346 | |||
Class T Shares [Member] | ||||
Shares Outstanding | 41,673 | |||
Class I Shares [Member] | ||||
Shares Outstanding | 38,348 |
Equity (Details 1)
Equity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Stockholders' Equity Note [Abstract] | |||||||||||
Cash Distribution | $ 2,161,214 | $ 1,478,301 | $ 1,325,157 | $ 1,016,749 | $ 818,892 | $ 634,948 | $ 351,169 | $ 185,952 | $ 5,981,421 | $ 1,990,961 | |
Distribution Paid Pursuant to DRIP | [1] | 819,851 | 626,925 | 589,483 | 410,733 | 314,629 | 229,708 | 157,799 | 84,466 | 2,446,992 | 786,602 |
Total Amount of Distribution | $ 2,981,065 | $ 2,105,226 | $ 1,914,640 | $ 1,427,482 | $ 1,133,521 | $ 864,656 | $ 508,968 | $ 270,418 | $ 8,428,413 | $ 2,777,563 | |
[1] | Amount of distributions paid in shares of common stock pursuant to the Company's distribution reinvestment plan. |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Aug. 15, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 27, 2017 | Sep. 26, 2017 | Jun. 30, 2017 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | ||||
Preferred stock, authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Issuance of common stock, net of offering costs | $ 39,943,604 | $ 56,923,392 | ||||
Share Price (in dollars per share) | $ 23.19 | $ 23.19 | ||||
Common stock, shares issued | 8,693,367 | 3,173,348 | ||||
Common stock, shares outstanding | 8,693,367 | 3,173,348 | 8,529,106 | 4,903,836 | ||
Outstanding shares of restricted stock | 35,000 | |||||
Distribution paid (in dollars per share) | $ 0.00479 | |||||
Annualized distribution rate | $ 1.75 | |||||
Noncontrolling interest in operating partnership | $ 6,062,150 | $ 379,830 | ||||
Income (loss) attributable to noncontrolling interest in operating partnership | (260,071) | (15,560) | ||||
Moody Seattle Holding [Member] | ||||||
Noncontrolling interest in operating partnership | $ 6,062,150 | $ 260,071 | ||||
Ownership units | 316,037 | 15,560 | ||||
Class A Shares [Member] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||
Common stock, shares outstanding | 8,613,346 | |||||
Initial Public Offering [Member] | Class A Shares [Member] | ||||||
Issuance of common stock, net of offering costs (in shares) | 5,037,374 | |||||
Issuance of common stock in connection with Merger (in shares) | 3,612,993 | |||||
Sponsor [Member] | ||||||
Issuance of common stock, net of offering costs (in shares) | 8,000 | |||||
Issuance of common stock, net of offering costs | $ 200,000 | |||||
Share Price (in dollars per share) | $ 25 | |||||
Common stock, shares issued | 8,000 | |||||
Common stock, shares outstanding | 8,000 |
Related Party Arrangements (Det
Related Party Arrangements (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2017 | Nov. 16, 2017 | Dec. 31, 2016 | Jan. 16, 2018 | Sep. 06, 2017 | Aug. 15, 2017 | May 24, 2016 | |
Value of shares purchased | $ 39,943,604 | $ 56,923,392 | |||||
Operating expenses reimbursable | 1,297,000 | ||||||
Operating expenses | 3,468,733 | ||||||
Earnst money | 2,000,000 | ||||||
Notes receivable from related parties | 11,250,000 | ||||||
Interest income on the mortgage note receivable | 1,143,355 | 147,465 | |||||
The Company [Member] | |||||||
Operating expenses | 2,279,203 | ||||||
Advisor [Member] | |||||||
Special partnership interest | $ 1,000 | ||||||
Percent of organization and offering costs | 15.00% | ||||||
Total offering costs | $ 17,236,706 | ||||||
Offering cost directly incurred by company | 12,333,647 | ||||||
Offering cost reimbursed to advisor | 4,903,059 | ||||||
Payable to advisor for offering costs | $ 631,995 | ||||||
Percentage of acquisition fee | 1.50% | ||||||
Debt financing fee percentage | 1.00% | ||||||
Debt financing fee refinanced percentage | 0.75% | ||||||
Coordination fees | $ 1,720,000 | ||||||
Asset management fee percentage | 1.00% | ||||||
Asset management fees | $ 1,913,000 | 725,751 | |||||
Advisor expense reimbursement - alternative 1 | 2.00% | ||||||
Advisor expense reimbursement - alternative 2 | 25.00% | ||||||
Operating expenses reimbursable | $ 419,000 | ||||||
Operating expenses | 1,189,530 | ||||||
Operating expenses exceeded specified limit | $ 0 | ||||||
Advisor [Member] | Maximum [Member] | |||||||
Percentage of disposition fee on sale of each property | 3.00% | ||||||
Maximum percentage of disposition fee and real estate commissions | 6.00% | ||||||
Advisor [Member] | Subsequent Event [Member] | |||||||
Percentage of acquisition fee | 3.85% | ||||||
Percentage of base acquisition fee | 1.50% | ||||||
Percentage of contingent advisor payment | 2.35% | ||||||
Contingent advisor payment | $ 3,500,000 | ||||||
Moody Securities [Member] | |||||||
Payments for commissions | $ 9,423,133 | ||||||
Dealer manager fees | $ 2,099,018 | ||||||
Stockholder servicing fees | $ 7,000,000 | ||||||
Moody Securities [Member] | Class A Shares [Member] | |||||||
Percentage of selling commissions on gross offering | 7.00% | ||||||
Percentage of dealers manager fee on gross offering | 3.00% | ||||||
Moody Securities [Member] | Class T Shares [Member] | |||||||
Percentage of selling commissions on gross offering | 3.00% | ||||||
Percentage of dealers manager fee on gross offering | 2.50% | ||||||
Percentage of net asset value in the primary offering | 1.00% | ||||||
Moody Securities [Member] | Class I Shares [Member] | |||||||
Percentage of dealers manager fee on gross offering | 1.00% | ||||||
Moody Securities [Member] | Class D Shares [Member] | |||||||
Value of shares purchased | $ 5,000,000 | ||||||
Percentage of dealers manager fee on gross offering | 3.00% | ||||||
Percentage of net asset value in the primary offering | 0.50% | ||||||
Moody National Hospitality Management, LLC - Property Manager (Member] | |||||||
Monthly hotel management fee percentage | 4.00% | ||||||
Property manager property management fees | $ 1,409,841 | 588,396 | |||||
Accounting fees | $ 154,000 | 47,500 | |||||
Percentage of annual incentive fee | 15.00% | ||||||
Description of annual incentive fee | 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. | ||||||
Agreement term | 10 years | ||||||
Fort Worth Loan [Member] | Secured Loan [Member] | |||||||
Notes receivable from related parties | $ 7,106,506 | ||||||
Interest income on the mortgage note receivable | $ 55,000 | 0 | |||||
Lyndhurst Loan [Member] | Secured Loan [Member] | |||||||
Notes receivable from related parties | $ 30,647,770 | ||||||
Interest income on the mortgage note receivable | 115,000 | 0 | |||||
Springhill Suites Seattle [Member] | Advisor [Member] | |||||||
Acquisition fee | 1,111,500 | ||||||
Debt financing fee | $ 562,500 | ||||||
Closing cost | $ 74,100,000 | ||||||
Moody National REIT I, Inc [Member] | Advisor [Member] | |||||||
Acquisition fee | $ 670,000 | $ 670,000 | |||||
Acquisition fee, percentage of cash consideration | 1.50% | 1.50% |
Incentive Award Plan (Details)
Incentive Award Plan (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
August 10, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares granted | 5,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Shares granted | $ 27.82 | |
September 27, 2017 Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares granted | 10,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Shares granted | $ 27.82 | |
February 23, 2016 Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares granted | 5,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Shares granted | $ 25 | |
August 10, 2016 Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares granted | 5,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Shares granted | $ 25 | |
Independent Directors Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Balance of non-vested shares at beginning | 5,000 | 7,500 |
Shares vested | (8,750) | (12,500) |
Balance of non-vested shares at end | 11,250 | 5,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Balance of non-vested shares at beginning | $ 25 | $ 25 |
Shares vested | 27.82 | 25 |
Balance of non-vested shares at end | $ 27.82 | $ 25 |
Incentive Award Plan (Details N
Incentive Award Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based compensation | $ 227,695 | $ 320,586 |
Independent Directors Compensation Plan [Member] | Restricted Stock [Member] | Board of Directors [Member] | ||
Entitlement number of shares issued, minimum offering exceeds certain specified limit | 5,000 | |
Minimum offering amount threshold | $ 2,000,000 | |
Number of shares issued to new joining directors | 5,000 | |
Entitlement number of shares issued, reelection of directors at annual general meeting | 2,500 | |
Stock-based compensation | $ 227,695 | $ 320,586 |
Nonvested of restricted stock common stock | 11,250 | |
Unrecognized compensation expense | $ 259,788 | |
Incentive Award Plan and Independent Directors Compensation Plan [Member] | Restricted Stock [Member] | ||
Shares available for issuance | 1,965,000 |
Subordinated Participation In49
Subordinated Participation Interest (Details Narrative) | Dec. 31, 2017 |
Debt Disclosure [Abstract] | |
Maximum percentage of income received to special unit holders | 15.00% |
Percentage of additional operating income received | 6.00% |
Percentage of cumulative annual return received | 8.00% |
Commitments and Contingencies50
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Property improvement plan | $ 4,017,625 | $ 1,200,000 |
Real estate taxes | 2,767,874 | 92,434 |
Insurance | 228,288 | |
Hotel furniture and fixtures | 3,199,485 | 329,150 |
Debt service | 2,913,129 | |
Seasonality | 369,845 | 234,000 |
Expense deposit | 10,000 | |
Rent holdback | 14,720 | 14,720 |
Total restricted cash | $ 13,520,966 | $ 1,870,304 |
Commitments and Contingencies51
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Franchise fees | $ 2,832,000 | $ 1,132,000 |
Moody National REIT I, Inc [Member] | Minimum [Member] | ||
Term of franchise agreements | 10 years | |
Royalty fees on room revenue | 3.00% | |
Additional franchise fees on room revenue | 1.50% | |
Moody National REIT I, Inc [Member] | Maximum [Member] | ||
Term of franchise agreements | 20 years | |
Royalty fees on room revenue | 6.00% | |
Additional franchise fees on room revenue | 4.30% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Components of income tax expense | ||
Current expense | $ 56,000 | |
Deferred expense (benefit) | 610,000 | (4,000) |
Total expense (benefit) | 666,000 | (4,000) |
Income tax by jurisdiction | ||
Federal | 610,000 | (4,000) |
State | 56,000 | |
Total expense (benefit) | $ 666,000 | $ (4,000) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation | ||
Expected federal tax benefit at statutory rate | $ (3,020,000) | $ (774,000) |
Tax impact of REIT election | 3,686,000 | 770,000 |
Income tax expense (benefit) | $ 666,000 | $ (4,000) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | $ 281,051 | |
Deferred tax assets | $ 2,303,000 | $ 10,000 |
Corporate income tax rate | 21.00% | |
TRS [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | $ 10,081,351 | |
TRS [Member] | Moody National REIT I, Inc [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | $ 7,249,846 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 15, 2018 | Feb. 15, 2018 | Jan. 15, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2018 | Jan. 31, 2018 |
Distribution declared | $ 1,585,370 | $ 451,631 | $ 1,585,370 | $ 451,631 | ||||||||||||
Distributions paid in cash | 2,161,214 | $ 1,478,301 | $ 1,325,157 | $ 1,016,749 | $ 818,892 | $ 634,948 | $ 351,169 | $ 185,952 | 5,981,421 | 1,990,961 | ||||||
Common stock issued by DRP | 2,446,992 | 786,602 | ||||||||||||||
Operating partnership distributions paid | 165,792 | $ 16,439 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Distributions paid in cash | $ 884,062 | $ 956,869 | $ 1,284,972 | |||||||||||||
Common stock issued by DRP | 296,381 | 337,207 | 0 | |||||||||||||
Operating partnership distributions paid | $ 402 | $ 35,531 | $ 44,635 | |||||||||||||
Subsequent Event [Member] | Term Loan Agreement [Member] | Minimum [Member] | ||||||||||||||||
Gross offering proceeds required quarterly | $ 10,000,000 | |||||||||||||||
Distributions Declared [Member] | ||||||||||||||||
Distribution declared | $ 1,284,972 | $ 1,284,972 | ||||||||||||||
Distributions Declared [Member] | Subsequent Event [Member] | ||||||||||||||||
Distribution declared | $ 1,180,845 | $ 1,294,076 |
Schedule III Real Estate Asse56
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Encumbrances | $ 193,773,319 | |||
Initial Cost of land | 70,455,689 | |||
Initial Cost of building, improvements and FF&E | 329,315,534 | |||
Gross initial cost | 399,771,223 | |||
Cost Capitalized Subsequent to Aquisition | 3,408,430 | |||
Carrying amount of land | 70,455,689 | |||
Carrying amount of building, improvements and FF&E | 332,723,964 | |||
Gross carrying amount | 403,179,653 | $ 101,820,769 | $ 27,500,000 | |
Accumulated Depreciation and Amortization | $ 6,544,783 | $ 1,831,029 | $ 133,840 | |
Homewood Suites Woodlands [Member] | ||||
Description | Homewood Suites Woodlands | |||
Location | The Woodlands, Texas | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 9,208,948 | |||
Initial Cost of land | 2,827,609 | |||
Initial Cost of building, improvements and FF&E | 14,528,063 | |||
Gross initial cost | 17,355,672 | |||
Cost Capitalized Subsequent to Aquisition | 109,652 | |||
Carrying amount of land | 2,827,609 | |||
Carrying amount of building, improvements and FF&E | 14,637,715 | |||
Gross carrying amount | [1] | 17,465,324 | ||
Accumulated Depreciation and Amortization | $ 136,898 | |||
Original Date of Construction | Jan. 1, 2001 | |||
Date Acquired | Sep. 27, 2017 | |||
Hyatt Place Germantown [Member] | ||||
Description | Hyatt Place Germantown | |||
Location | Germantown, Tennessee | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 7,178,639 | |||
Initial Cost of land | 1,873,624 | |||
Initial Cost of building, improvements and FF&E | 14,200,095 | |||
Gross initial cost | 16,073,719 | |||
Carrying amount of land | 1,873,624 | |||
Carrying amount of building, improvements and FF&E | 14,200,095 | |||
Gross carrying amount | [1] | 16,073,719 | ||
Accumulated Depreciation and Amortization | $ 134,940 | |||
Original Date of Construction | Jan. 1, 2009 | |||
Date Acquired | Sep. 27, 2017 | |||
Hyatt Place North Charleston [Member] | ||||
Description | Hyatt Place North Charleston | |||
Location | North Charleston, South Carolina | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 7,291,839 | |||
Initial Cost of land | 783,299 | |||
Initial Cost of building, improvements and FF&E | 13,022,349 | |||
Gross initial cost | 13,805,648 | |||
Cost Capitalized Subsequent to Aquisition | 67,009 | |||
Carrying amount of land | 783,299 | |||
Carrying amount of building, improvements and FF&E | 13,089,358 | |||
Gross carrying amount | [1] | 13,872,657 | ||
Accumulated Depreciation and Amortization | $ 125,579 | |||
Original Date of Construction | Jan. 1, 2009 | |||
Date Acquired | Sep. 27, 2017 | |||
Hampton Inn Austin [Member] | ||||
Description | Hampton Inn Austin | |||
Location | Austin, Texas | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 10,870,546 | |||
Initial Cost of land | 4,328,646 | |||
Initial Cost of building, improvements and FF&E | 14,999,262 | |||
Gross initial cost | 19,327,908 | |||
Cost Capitalized Subsequent to Aquisition | 88,514 | |||
Carrying amount of land | 4,328,646 | |||
Carrying amount of building, improvements and FF&E | 15,087,776 | |||
Gross carrying amount | [1] | 19,416,422 | ||
Accumulated Depreciation and Amortization | $ 162,119 | |||
Original Date of Construction | Jan. 1, 1997 | |||
Date Acquired | Sep. 27, 2017 | |||
Residence Inn Grapevine [Member] | ||||
Description | Residence Inn Grapevine | |||
Location | Grapevine, Texas | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 12,555,885 | |||
Initial Cost of land | 2,027,680 | |||
Initial Cost of building, improvements and FF&E | 23,216,934 | |||
Gross initial cost | 25,244,614 | |||
Carrying amount of land | 2,027,680 | |||
Carrying amount of building, improvements and FF&E | 23,216,934 | |||
Gross carrying amount | [1] | 25,244,614 | ||
Accumulated Depreciation and Amortization | $ 214,435 | |||
Original Date of Construction | Jan. 1, 2007 | |||
Date Acquired | Sep. 27, 2017 | |||
Marriott Courtyard Lyndhurst [Member] | ||||
Description | Marriott Courtyard Lyndhurst | |||
Location | Lyndhurst, New Jersey | |||
Ownership percentage | [2] | |||
Initial Cost of land | $ 2,662,518 | |||
Initial Cost of building, improvements and FF&E | 36,884,966 | |||
Gross initial cost | 39,547,484 | |||
Cost Capitalized Subsequent to Aquisition | 18,918 | |||
Carrying amount of land | 2,662,518 | |||
Carrying amount of building, improvements and FF&E | 36,903,884 | |||
Gross carrying amount | [1] | 39,566,402 | ||
Accumulated Depreciation and Amortization | $ 342,047 | |||
Original Date of Construction | Jan. 1, 1990 | |||
Date Acquired | Sep. 27, 2017 | |||
Hilton Garden Inn Austin [Member] | ||||
Description | Hilton Garden Inn Austin | |||
Location | Austin, Texas | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 18,707,199 | |||
Initial Cost of land | 9,058,050 | |||
Initial Cost of building, improvements and FF&E | 20,229,645 | |||
Gross initial cost | 29,287,695 | |||
Cost Capitalized Subsequent to Aquisition | 39,005 | |||
Carrying amount of land | 9,058,050 | |||
Carrying amount of building, improvements and FF&E | 20,268,650 | |||
Gross carrying amount | [1] | 29,326,700 | ||
Accumulated Depreciation and Amortization | $ 221,579 | |||
Original Date of Construction | Jan. 1, 2002 | |||
Date Acquired | Sep. 27, 2017 | |||
Hampton Inn Great Valley [Member] | ||||
Description | Hampton Inn Great Valley | |||
Location | Frazer, Pennsylvania | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 8,119,879 | |||
Initial Cost of land | 1,730,357 | |||
Initial Cost of building, improvements and FF&E | 13,554,467 | |||
Gross initial cost | 15,284,824 | |||
Cost Capitalized Subsequent to Aquisition | 993,260 | |||
Carrying amount of land | 1,730,357 | |||
Carrying amount of building, improvements and FF&E | 14,547,727 | |||
Gross carrying amount | [1] | 16,278,084 | ||
Accumulated Depreciation and Amortization | $ 155,647 | |||
Original Date of Construction | Jan. 1, 1998 | |||
Date Acquired | Sep. 27, 2017 | |||
Embassy Suites Nashville [Member] | ||||
Description | Embassy Suites Nashville | |||
Location | Nashville, Tennessee | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 42,714,881 | |||
Initial Cost of land | 14,805,355 | |||
Initial Cost of building, improvements and FF&E | 67,401,967 | |||
Gross initial cost | 82,207,322 | |||
Cost Capitalized Subsequent to Aquisition | 494,586 | |||
Carrying amount of land | 14,805,355 | |||
Carrying amount of building, improvements and FF&E | 67,896,553 | |||
Gross carrying amount | [1] | 82,701,908 | ||
Accumulated Depreciation and Amortization | $ 569,419 | |||
Original Date of Construction | Jan. 1, 2001 | |||
Date Acquired | Sep. 27, 2017 | |||
Homewood Suites Austin [Member] | ||||
Description | Homewood Suites Austin | |||
Location | Austin, Texas | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 10,946,152 | |||
Initial Cost of land | 4,218,221 | |||
Initial Cost of building, improvements and FF&E | 14,616,627 | |||
Gross initial cost | 18,834,848 | |||
Cost Capitalized Subsequent to Aquisition | 499,236 | |||
Carrying amount of land | 4,218,221 | |||
Carrying amount of building, improvements and FF&E | 15,115,863 | |||
Gross carrying amount | [1] | 19,334,084 | ||
Accumulated Depreciation and Amortization | $ 158,849 | |||
Original Date of Construction | Jan. 1, 1998 | |||
Date Acquired | Sep. 27, 2017 | |||
TownPlace Suites Fort Worth [Member] | ||||
Description | TownPlace Suites Fort Worth | |||
Location | Fort Worth, Texas | |||
Ownership percentage | [2] | |||
Initial Cost of land | $ 4,240,306 | |||
Initial Cost of building, improvements and FF&E | 7,001,436 | |||
Gross initial cost | 11,241,742 | |||
Cost Capitalized Subsequent to Aquisition | 24,698 | |||
Carrying amount of land | 4,240,306 | |||
Carrying amount of building, improvements and FF&E | 7,026,134 | |||
Gross carrying amount | [1] | 11,266,440 | ||
Accumulated Depreciation and Amortization | $ 82,732 | |||
Original Date of Construction | Jan. 1, 1998 | |||
Date Acquired | Sep. 27, 2017 | |||
Hampton Inn Houston [Member] | ||||
Description | Hampton Inn Houston | |||
Location | Houston, Texas | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 4,604,351 | |||
Initial Cost of land | 3,550,024 | |||
Initial Cost of building, improvements and FF&E | 6,409,723 | |||
Gross initial cost | 9,959,747 | |||
Cost Capitalized Subsequent to Aquisition | 625,309 | |||
Carrying amount of land | 3,550,024 | |||
Carrying amount of building, improvements and FF&E | 7,035,032 | |||
Gross carrying amount | [1] | 10,585,056 | ||
Accumulated Depreciation and Amortization | $ 81,073 | |||
Original Date of Construction | Jan. 1, 1995 | |||
Date Acquired | Sep. 27, 2017 | |||
Residence Inn Austin Hotel [Member] | ||||
Description | Residence Inn Austin | |||
Location | Austin, Texas | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 16,575,000 | |||
Initial Cost of land | 4,310,000 | |||
Initial Cost of building, improvements and FF&E | 23,190,000 | |||
Gross initial cost | [3] | 27,500,000 | ||
Cost Capitalized Subsequent to Aquisition | 54,971 | |||
Carrying amount of land | 4,310,000 | |||
Carrying amount of building, improvements and FF&E | 23,244,971 | |||
Gross carrying amount | [1] | 27,554,971 | ||
Accumulated Depreciation and Amortization | $ 1,557,857 | |||
Original Date of Construction | Jan. 1, 2014 | |||
Date Acquired | Oct. 15, 2015 | |||
Springhill Suites Seattle [Member] | ||||
Description | Springhill Suites Seattle | |||
Location | Seattle, Washington | |||
Ownership percentage | 100.00% | |||
Encumbrances | $ 45,000,000 | |||
Initial Cost of land | 14,040,000 | |||
Initial Cost of building, improvements and FF&E | 60,060,000 | |||
Gross initial cost | 74,100,000 | |||
Cost Capitalized Subsequent to Aquisition | 393,272 | |||
Carrying amount of land | 14,040,000 | |||
Carrying amount of building, improvements and FF&E | 60,453,272 | |||
Gross carrying amount | [1] | 74,493,272 | ||
Accumulated Depreciation and Amortization | $ 2,601,609 | |||
Original Date of Construction | Jan. 1, 2001 | |||
Date Acquired | May 24, 2016 | |||
[1] | The aggregate cost of real estate for federal income tax purposes was $345,556,453 as of December 31, 2017. | |||
[2] | 100% of the Class B membership interests of a joint venture. | |||
[3] | Includes gain on acquisition of hotel property of $2,000,000. |
Schedule III Real Estate Asse57
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Real Estate [Roll Forward] | ||
Gross carrying amount, beginning | $ 101,820,769 | $ 27,500,000 |
Acquisitions | 298,171,223 | 74,100,000 |
Improvements and additions | 3,187,661 | 220,769 |
Gross carrying amount, ending | 403,179,653 | 101,820,769 |
Accumulated Depreciation [Roll Forward] | ||
Accumulated depreciation, beginning | 1,831,029 | 133,840 |
Depreciation | 4,713,754 | 1,697,189 |
Accumulated depreciation, ending | $ 6,544,783 | $ 1,831,029 |
Schedule III Real Estate Asse58
Schedule III Real Estate Assets and Accumulated Depreciation and Amortization (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Tax basis cost of real estate | $ 345,556,453 |
Residence Inn Austin Hotel [Member] | |
Gain on acquisition of hotel property | $ 2,000,000 |