Document - Document and Entity
Document - Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 06, 2020 | Jun. 30, 2019 | |
Entity Registrant Name | Moody National REIT II, Inc. | ||
Entity Central Index Key | 0001615222 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55778 | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Reporting Company | true | ||
Entity Emerging Growth | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 13,632,766 | ||
Entity Public Float | $ 12,029,983 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Class A Shares [Member] | |||
Common stock held by non-affiliates | 12,996,645 | ||
Class I Shares [Member] | |||
Common stock held by non-affiliates | 158,951 | ||
Class T Shares [Member] | |||
Common stock held by non-affiliates | 477,170 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Investments in hotel properties, net | $ 441,025 | $ 393,140 |
Cash and cash equivalents | 7,303 | 8,990 |
Restricted cash | 8,645 | 10,204 |
Investment in marketable securities | 5,936 | |
Accounts receivable, net of allowance for doubtful accounts of $35 and $33 at December 31, 2019 and 2018, respectively | 766 | 711 |
Notes receivable from related parties | 6,750 | |
Prepaid expenses and other assets | 3,141 | 3,014 |
Deferred franchise costs, net of accumulated amortization of $217 and $134 at December 31, 2019 and 2018, respectively | 850 | 934 |
Due from related parties | 1,159 | |
Total Assets | 467,666 | 424,902 |
Liabilities: | ||
Notes payable, net of unamortized debt issuance costs of $3,293 and $3,462 as of December 31, 2019 and 2018, respectively | 238,603 | 227,174 |
Note payable to related party | 2,894 | |
Accounts payable and accrued expenses | 10,106 | 8,089 |
Due to related parties, net | 861 | |
Dividends payable | 2,038 | 1,744 |
Operating partnership distributions payable | 47 | 47 |
Total Liabilities | 254,549 | 237,054 |
Special Limited Partnership Interests | 1 | 1 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share; 100,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.01 par value per share; 1,000,000 shares authorized, 13,251 and 10,636 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 133 | 106 |
Additional paid-in capital | 296,928 | 237,216 |
Accumulated deficit | (88,258) | (54,674) |
Total stockholders' equity | 208,803 | 182,648 |
Noncontrolling interests in Operating Partnership | 4,313 | 5,199 |
Total Equity | 213,116 | 187,847 |
TOTAL LIABILITIES AND EQUITY | $ 467,666 | $ 424,902 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 35 | $ 33 |
Accumulated amortization, deferred franchise costs | 217 | 134 |
Unamortized debt issuance costs of notes payable | $ 3,293 | $ 3,462 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 100,000 | 100,000 |
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 | 1,000,000 |
Common stock, issued | 13,251 | 10,636 |
Common stock, outstanding | 13,251 | 10,636 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Total hotel revenue | $ 84,013 | $ 79,666 |
Interest and dividend income | 664 | 1,175 |
Total revenue | 84,677 | 80,841 |
Expenses | ||
Hotel operating expenses | 55,351 | 50,182 |
Property taxes, insurance and other | 6,711 | 5,542 |
Depreciation and amortization | 14,167 | 12,166 |
Acquisition expenses | 2,212 | |
Corporate general and administrative | 6,358 | 6,503 |
Total expenses | 84,799 | 74,393 |
Operating income (loss) | (122) | 6,448 |
Other expenses (income) | ||
Interest expense and amortization of debt issuance costs | 12,826 | 15,960 |
Gain on sale of marketable securities | (9) | |
Unrealized gain on change in fair value of investment in marketable securities | (197) | |
Total other expenses | 12,620 | 15,960 |
Loss before income tax expense | (12,742) | (9,512) |
Income tax expense | 183 | 158 |
Net loss | (12,925) | (9,670) |
Net loss attributable to noncontrolling interests in Operating Partnership | 332 | 309 |
Net loss attributable to common stockholders | $ (12,593) | $ (9,361) |
Per-share information - basic and diluted: | ||
Net loss attributable to common stockholders (in dollars per share) | $ (1.05) | $ (0.98) |
Dividends declared (in dollars per share) | $ 1.75 | $ 1.75 |
Weighted average common shares outstanding (in shares) | 12,002 | 9,578 |
Room [Member] | ||
Revenue | ||
Total hotel revenue | $ 78,947 | $ 74,782 |
Other Hotel Revenue [Member] | ||
Revenue | ||
Total hotel revenue | $ 5,066 | $ 4,884 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interests in Opereating Partnership [Member] | Total |
Balance at beginning at Dec. 31, 2017 | $ 87 | $ 193,865 | $ (28,501) | $ 6,062 | $ 171,513 |
Balance at beginning (in shares) at Dec. 31, 2017 | 8,693 | ||||
Balance at beginning (in units) at Dec. 31, 2017 | 316 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock, net of offering costs | $ 18 | 41,897 | 41,915 | ||
Issuance of common stock, net of offering costs (in shares) | 1,884 | ||||
Redemption of common stock | $ (1) | (2,623) | (2,624) | ||
Redemption of common stock (in shares) | (110) | ||||
Issuance of common stock pursuant to dividend reinvestment plan | $ 2 | 3,716 | 3,718 | ||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | 159 | ||||
Stock-based compensation | 361 | 361 | |||
Stock-based compensation (in shares) | 10 | ||||
Net loss | (9,361) | $ (309) | (9,670) | ||
Dividends and distributions declared | (16,812) | (554) | (17,366) | ||
Balance at end at Dec. 31, 2018 | $ 106 | 237,216 | (54,674) | $ 5,199 | 187,847 |
Balance at end (in shares) at Dec. 31, 2018 | 10,636 | ||||
Balance at end (in units) at Dec. 31, 2018 | 316 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock, net of offering costs | $ 28 | 60,951 | 60,979 | ||
Issuance of common stock, net of offering costs (in shares) | 2,671 | ||||
Redemption of common stock | $ (3) | (6,471) | (6,474) | ||
Redemption of common stock (in shares) | (281) | ||||
Issuance of common stock pursuant to dividend reinvestment plan | $ 2 | 4,997 | 4,999 | ||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | 215 | ||||
Stock-based compensation | 235 | 235 | |||
Stock-based compensation (in shares) | 10 | ||||
Net loss | (12,593) | $ (332) | (12,925) | ||
Dividends and distributions declared | (20,991) | (554) | (21,545) | ||
Balance at end at Dec. 31, 2019 | $ 133 | $ 296,928 | $ (88,258) | $ 4,313 | $ 213,116 |
Balance at end (in shares) at Dec. 31, 2019 | 13,251 | ||||
Balance at end (in units) at Dec. 31, 2019 | 316 | 316 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (12,925) | $ (9,670) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 14,167 | 12,166 |
Amortization of debt issuance costs | 1,025 | 1,973 |
Gain on sale of marketable securities | (9) | |
Unrealized loss on change in fair value of investment in marketable securities | (197) | |
Stock-based compensation | 235 | 361 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (56) | 672 |
Prepaid expenses and other assets | (127) | 13 |
Accounts payable and accrued expenses | 2,019 | (336) |
Due from related parties | 2,358 | (919) |
Net cash provided by operating activities | 6,490 | 4,260 |
Cash flows from investing activities | ||
Repayment of mortgage note receivable from related party | 11,200 | |
Repayment of notes receivable from related parties | 6,750 | 4,500 |
Investment in marketable securities | (9,889) | |
Proceeds from the sale of marketable securities | 4,160 | |
Improvements and additions to hotel properties | (9,969) | (8,588) |
Acquisition of hotel property | (350) | |
Net cash (used in) provided by investing activities | (9,298) | 7,112 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 62,189 | 44,027 |
Redemptions of common stock | (6,474) | (2,624) |
Offering costs paid | (1,550) | (2,692) |
Dividends paid | (15,697) | (12,935) |
Operating partnership distributions paid | (554) | (554) |
Proceeds from notes payable | 25,000 | 16,000 |
Repayment of notes payable | (42,840) | (54,537) |
Repayment of note payable to related party | (19,656) | |
Payment of debt issuance costs | (856) | (598) |
Net cash used in financing activities | (438) | (13,913) |
Net change in cash, cash equivalents and restricted cash | (3,246) | (2,541) |
Cash, cash equivalents and restricted cash at beginning of year | 19,194 | 21,735 |
Cash, cash equivalents and restricted cash at end of year | 15,948 | 19,194 |
Supplemental Disclosure of Cash Flow Activity | ||
Interest paid | 11,877 | 14,166 |
Income tax paid | 290 | 290 |
Supplemental Disclosure of Non-Cash Financing Activity | ||
Decrease in accrued offering costs due to related party | 338 | 580 |
Issuance of common stock from dividend reinvestment plan | 4,999 | 3,718 |
Assumption of note payable in connection with acquisition of hotel property | 29,100 | |
Note payable to related party issued in connection with acquisition of hotel property | 22,550 | |
Dividends payable | 2,038 | 1,744 |
Operating partnership distribution payable | $ 47 | $ 47 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization As discussed in Note 6, “Equity,” Moody National REIT II, Inc. (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, 2019, the Company owned (1) interests in fifteen hotel properties located in six states comprising a total of 2,123 rooms and (2) investment in marketable securities valued at $5.9 million. For more information on the Company’s real estate investments, see Note 3, “Investment in Hotel Properties.” On January 20, 2015, the Securities and Exchange Commission (the “SEC”) declared the Company’s registration statement on Form S-11 effective, and the Company commenced its initial public offering of up to $1.1 billion in shares of common stock consisting of up to $1.0 billion in shares of the Company’s common stock offered to the public, and up to $100.0 million 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 Company’s initial public 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 Company’s public 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 January 18, 2018, the Company filed a registration statement on Form S-11 (Registration No. 333-222610) registering $990.0 million in any combination of the Shares to be sold on a “best efforts” basis in the Company’s follow-on public offering. The SEC declared the registration statement effective on July 19, 2018. The Company will continue to offer Shares in the follow-on offering on a continuous basis until July 19, 2021, subject to extension for an additional year by the Company’s board of directors. The Company is currently offering the Shares (i) to the public in the Company’s primary offering at a purchase price of $23.32 per share, which is equal to the estimated net asset value (“NAV”) per share for each class as of December 31, 2018, and (ii) to the Company’s stockholders pursuant to the DRP at a purchase price of $23.32 per share, which is equal to the estimated NAV per share for each class as of December 31, 2018. As of December 31, 2019, the Company had accepted investors’ subscriptions for and issued 9.8 million shares in the Company’s initial public offering and follow-on offering, excluding shares issued in connection with the Company’s merger with Moody National REIT I, Inc. and including 507,000 shares pursuant to the DRP, resulting in gross offering proceeds of $226.2 million. The Company accepted investors’ subscriptions for and issued 6.1 million shares in the initial public offering, excluding shares issued in connection with the Company’s merger with Moody National REIT I, Inc. and including 215,000 shares pursuant to the DRP in the initial public offering, resulting in gross offering proceeds of $147.4 million for the initial public offering. As of December 31, 2019, the Company had accepted investors’ subscriptions for and issued 3.7 million shares in the follow-on offering, including 292,000 shares pursuant to the DRP in the follow-on offering, resulting in gross offering proceeds of $78.8 million for the follow-on offering. The Company’s advisor is Moody National Advisor II, LLC (the “Advisor”), a Delaware limited liability company and an affiliate of the Sponsor. Pursuant to an advisory agreement among the Company, the OP (defined below) and the Advisor (the “Advisory Agreement”), and subject to certain restrictions and limitations therein, the Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies B asis 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. 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 incurred by the Advisor on behalf of the Company. Pursuant to the Advisory Agreement between the Company and the Advisor, the Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs incurred by the Advisor associated with each of the Company’s public offerings, provided that within 60 days of the last day of the month in which a public offering ends, the Advisor is obligated to reimburse the Company to the extent aggregate organization and offering costs incurred by the Company in connection with the completed public offering exceed 15.0% of the gross offering proceeds from the sale of the Company’s shares of common stock in the completed public offering. Such organization and offering costs include selling commissions and dealer manager fees paid to a dealer manager, legal, accounting, printing and other offering expenses, including marketing, salaries and direct expenses of the Advisor’s employees and employees of the Advisor’s affiliates and others. Any reimbursement of the Advisor or its affiliates for organization and offering costs will not exceed actual expenses incurred by the Advisor. The Company’s organization and offering costs incurred in connection with the Company’s initial public offering did not exceed 15% of the gross offering proceeds from the sale of our shares of common stock in such offering. All offering costs, including selling commissions and dealer manager fees, are recorded as an offset to additional paid-in-capital, and all organization costs are recorded as an expense when the Company has an obligation to reimburse the Advisor. As of December 31, 2019, total offering costs for the initial public offering and the follow-on offering were $20.6 million, comprised of $12.3 million of offering costs incurred directly by the Company and $8.3 million in offering costs incurred by and reimbursable to the Advisor. Total offering costs for the initial public offering were $18.3 million, comprised of $12.3 million of offering costs incurred directly by the Company and $6.0 million in offering costs incurred by and reimbursable to the Advisor. As of December 31, 2019, total offering costs for the follow-on offering were $2.3 million, comprised of $0 of offering costs incurred directly by the Company and $2.3 million in offering costs incurred by and reimbursable to the Advisor. As of December 31, 2019, the Company had $286,000 due from 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 was 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, 2019. 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 2014 through 2018 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 has elected the fair value option in recording its investment in marketable securities whereby unrealized holding gains and losses on available-for-sale securities are included in earnings. With the exception of the Company’s fixed-rate notes receivable from related parties and notes payable, the carrying amounts of other financial instruments, which include cash and cash equivalents, restricted cash, accounts receivable, notes receivable, notes payable, and accounts payable and accrued expenses, 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 and “Notes Receivable from Related Parties” and Note 5, “Debt.” Concentration of Risk As of December 31, 2019, 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 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 nine of its fifteen 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 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, 2019 and 2018. 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. 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 years 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. Investment in Marketable Securities Investment in marketable securities of $5.9 million at December 31, 2019 consists primarily of common stock investments in other REITs and which are classified as available-for-sale securities and recorded at fair value. The Company has elected the fair value option whereby unrealized holding gains and losses on available-for-sale securities are included in earnings. For the years ended December 31, 2019 and 2018, unrealized gain on investment in marketable securities was $197,000 and $0, respectively. For the years ended December 31, 2019 and 2018, realized gain on investment in marketable securities was $9,000 and $0, respectively. Dividend income is recognized when earned. For the years ended December 31, 2019 and 2018, dividend income of $399,000 and $0, respectively, was recognized and is included in interest and dividend income on the consolidated statements of operations. Accounts Receivable The Company takes into consideration certain factors that require judgments to be made as to the collectability of receivables. Collectability factors taken into consideration are the amounts outstanding, payment history and financial strength of the customer, which, taken as a whole, determines the valuation. Ongoing credit evaluations are performed and an allowance for potential credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible. Impairment of Notes Receivable from Related Parties The Company reviews the notes receivable from related parties for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts recorded as assets on the consolidated balance sheets. The Company applies normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment. When a loan is impaired, the Company measures impairment based on the present value of expected cash flows discounted at the loan’s effective interest rate against the value of the asset recorded on the consolidated balance sheets. The Company may also measure impairment based on a loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. If a loan is deemed to be impaired, the Company records a valuation allowance through a charge to earnings for any shortfall. The Company’s assessment of impairment is based on considerable judgment and estimates. The Company did not record a valuation allowance during the years ended December 31, 2019 or 2018. 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 $217,000 and $134,000 as of December 31, 2019 and 2018, respectively. Expected future amortization of deferred franchise costs as of December 31, 2019 is as follows (in thousands): Years Ending December 31, 2020 $ 83 2021 83 2022 82 2023 80 2024 77 Thereafter 445 Total $ 850 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 $4.0 million and $3.0 million as of December 31, 2019 and 2018, respectively. Expected future amortization of debt issuance costs as of December 31, 2019 is as follows (in thousands): Years Ending December 31, 2020 $ 679 2021 677 2022 677 2023 632 2024 440 Thereafter 188 Total $ 3,293 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 7,500 shares as of December 31, 2019 and 2018, 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. Recent Accounting Pronouncements 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 adopted this 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 ongoing consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities,” which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and simplifies the application of hedge accounting. This standard will be effective for the first annual period beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted. The Company adopted this standard on January 1, 2018 and aside from minor presentation changes in its disclosure on derivative and hedging activities, it will not have a material effect on the Company’s ongoing consolidated financial statements. |
Investment in Hotel Properties
Investment in Hotel Properties | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 (all $ amounts in thousands): Property Name Date Acquired Location Ownership Interest Original Purchase (1) Rooms Mortgage (2) Residence Inn Austin October 15, 2015 Austin, Texas 100 % $ 27,500 112 $ 16,300 Springhill Suites Seattle May 24, 2016 Seattle, Washington 100 % 74,100 234 44,165 Homewood Suites Woodlands September 27, 2017 (5) The Woodlands, Texas 100 % 17,356 91 8,915 Hyatt Place Germantown September 27, 2017 (5) Germantown, Tennessee 100 % 16,074 127 6,865 Hyatt Place North Charleston September 27, 2017 (5) North Charleston, 100 % 13,806 113 7,019 Hampton Inn Austin September 27, 2017 (5) Austin, Texas 100 % 19,328 123 10,493 Residence Inn Grapevine September 27, 2017 (5) Grapevine, Texas 100 % 25,245 133 12,114 Marriott Courtyard Lyndhurst September 27, 2017 (5) Lyndhurst, New Jersey (3 ) 39,547 227 18,934 Hilton Garden Inn Austin September 27, 2017 (5) Austin, Texas 100 % 29,288 138 18,080 Hampton Inn Great September 27, 2017 (5) Frazer, Pennsylvania 100 % 15,285 125 7,861 Embassy Suites Nashville September 27, 2017 (5) Nashville, Tennessee 100 % 82,207 208 41,250 Homewood Suites Austin September 27, 2017 (5) Austin, Texas 100 % 18,835 96 10,602 Townplace Suites Fort Worth September 27, 2017 (5) Fort Worth, Texas (4 ) 11,242 95 5,979 Hampton Inn Houston September 27, 2017 (5) Houston, Texas 100 % 9,958 119 4,366 Residence Inn Houston Medical Center April 29, 2019 (6) Houston, Texas 100 % 52,000 182 31,847 Totals $ 451,771 2,123 $ 244,790 (1) Excludes closing costs and includes gain on acquisition. (2) As of December 31, 2019. (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. The Marriott Courtyard Lyndhurst is pledged as security for the Term Loan. See Note 5, “Debt.” (4) The Townplace Suites Fort Worth is owned by MN Fort Worth Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. The Townplace Suites Fort Worth is pledged as security for the Term Loan. See Note 5, “Debt.” (5) Property acquired on September 27, 2017 as a result of the merger of Moody National REIT I, Inc. (“Moody I”) with and into the Company (the “Merger”) and the merger of Moody National Operating Partnership I, L.P., the operating partnership of Moody I (“Moody I OP”), with and into the OP (the “Partnership Merger,” and together with the Merger, the “Mergers”). (6) Includes balance of $29.0 million for first mortgage loan and balance of $2.9 million for promissory note payable to seller of the Residence Inn Houston Medical Center in the original principal amount of $22.6 million. Investment in hotel properties consisted of the following at December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Land $ 76,936 $ 70,456 Buildings and improvements 338,729 297,680 Furniture, fixtures and equipment 58,072 43,632 Total cost 473,737 411,768 Accumulated depreciation (32,712 ) (18,628 ) Investment in hotel properties, net $ 441,025 $ 393,140 Acquisition of Residence Inn Houston Medical Center On the April 29, 2019 (“Closing Date”), Moody National Kirby-Houston Holding, LLC, a wholly-owned subsidiary of the OP (“Houston Holding”), acquired fee simple title to the Residence Inn Houston Medical Center (“Residence Inn Houston”) located in Houston, Texas from a related party for an aggregate purchase price, excluding acquisition costs, of $52.0 million, inclusive of (i) Houston Holding’s assumption as of the Closing Date of an existing mortgage loan from an institutional lender (“Lender”), secured by the Residence Inn Houston, with an outstanding balance as of the Closing Date of $28,180,000 (“Existing Loan”), and (ii) financing from the Seller in the amount of $22,550,000 (“Note Payable to Related Party”). See below for an additional discussion of the Existing Loan and the Note Payable to Related Party. In connection with the acquisition of the Residence Inn Houston, Advisor earned an aggregate acquisition fee of $2,002,000 (inclusive of a $1,222,000 contingent acquisition fee paid to reimburse Advisor for upfront selling commissions and dealer manager fees paid by Advisor) and a financing coordination fee of $290,000. The Residence Inn Houston is a 16-story select-service hotel consisting of 182 guest rooms located in Houston, Texas. The Residence Inn Houston is located in the Texas Medical Center, the world’s largest medical center, and is located adjacent to NRG Park area. The Residence Inn Houston includes a four and a half story parking garage. Houston Holding leases the Residence Inn Houston to Moody National Kirby-Houston MT, LLC (“Master Tenant”), an indirect, wholly-owned subsidiary of the OP, pursuant to a Hotel Lease Agreement between Houston Holding and the Master Tenant (“Hotel Lease”). Moody National Hospitality Management, LLC, a related party (“Property Manager”), manages the Residence Inn Houston pursuant to a Hotel Management Agreement between the Property Manager and the Master Tenant (“Management Agreement”), which Management Agreement was assigned to Master Tenant by Seller on the Closing Date. Existing Loan On the Closing Date, pursuant to an Assignment and Assumption Agreement, Houston Holding assumed all of the Seller’s rights, duties and obligations under and with respect to the Existing Loan and all loan documents associated therewith, including, without limitation, (i) a Promissory Note, dated September 13, 2017, in the original principal amount of $29.1 million, evidencing the Existing Loan and payable to the Lender, or the Note, (ii) the Construction Loan Agreement, dated September 13, 2017, between the Seller and the Lender (“Loan Agreement”), and (iii) the Deed of Trust, Security Agreement and Financing Statement, dated September 13, 2017, for the benefit of Lender, securing payment of the Note (“ Deed of Trust.”) The Existing Loan bears interest at a rate of 5% per annum. Payments of interest only were due on the Existing Loan on a monthly basis through October 1, 2019, and thereafter equal monthly payments of principal and interest in the amount of $170,000 will be due. Upon and during any event of default by Houston Holdings under the Note, the Loan Agreement or any other loan document relating to the Existing Loan, the Existing Loan will bear interest at a rate per annum equal to the lesser of the maximum rate permitted by applicable law and 17%. The entire outstanding principal balance of the Existing Loan and all accrued interest thereon and all other amounts payable under the Note is due and payable in full on October 1, 2024. Houston Holding may not prepay the Existing Loan, in whole or in part, prior to November 1, 2021. Thereafter, upon at least 30 but not more than 90 days prior written notice to the Lender, Houston Holding may prepay the outstanding principle balance, plus all accrued interest and other amounts due, in full (but not in part), provided that such prepayment will be subject to certain additional prepayment fees as set forth in the Note. The Note provides for customary events of default, including failure by Houston Holding to pay when due and payable any amounts payable under the terms of the Note. Upon any event of default by Houston Holding, Lender may accelerate the maturity date of the Loan and declare the entire unpaid principal balance of the Loan and all accrued and unpaid interest thereon due and payable in full immediately, and exercise any other rights available to it under law or equity. The performance of the obligations of Houston Holding under the Existing Loan is secured by, among other things, a security interest in the Residence Inn Houston and other collateral granted to the Lender pursuant to the Deed of Trust. Pursuant to payment and completion guaranties in favor of the Lender, Brett C. Moody has agreed to irrevocably and unconditionally guarantee the prompt and unconditional payment to the Lender and its successors and assigns of all obligations and liabilities of Houston Holding for which Houston Holding may be personally liable with respect to the Existing Loan. Note Payable to Related Party On the Closing Date, the OP issued a promissory note payable to Seller in the original principal amount of approximately $22.6 million, evidencing the note payable to related party (the “Note Payable to Related Party”). The Note Payable to Related Party bears interest at a rate per annum equal to the lesser of the maximum rate permitted by applicable law and 3%. Any amounts payable under the Note Payable to Related Party which are not paid by the OP when due will bear interest at a past due rate equal to the lesser of the maximum rate permitted by applicable law and 18%. On the Closing Date, the OP made a principal payment of $7.8 million, and beginning on May 15, 2019 and ending on October 15, 2019, the OP made monthly principal and interest payments of $2.0 million. The entire outstanding principal balance of the Note Payable to Related Party, together with all accrued interest thereon and all other amounts payable under the Note Payable to Related Party, was due and payable in full on December 15, 2019. The maturity date of the note payable to related party was extended to June 15, 2020, with all other terms and conditions remaining unchanged. If the OP fails to make when due any payment under the Note Payable to Related Party, the OP will pay to Seller on demand a late fee equal to 5% of the amount of such payment. Upon at least five days prior written notice to the Seller, the OP may prepay the outstanding principle balance, plus all accrued interest and other amounts due, in whole or in part, without penalty. The balance of the Note Payable to Related Party was $2.9 million as of December 31, 2019. The Note Payable to Related Party provides for customary events of default, including failure by the OP to pay when due and payable any amounts payable under the terms of the Note Payable to Related Party. Upon any event of default by the OP, Seller may accelerate the maturity date of the Note Payable to Related Party and declare the entire unpaid principal balance of the Note Payable to Related Party and all accrued and unpaid interest thereon due and payable in full immediately, and exercise any other rights available to it under law or equity. The following table presents a summary of assets acquired and the purchase price consideration in the acquisition of the Residence Inn Houston (in thousands): Assets acquired at fair value: Land $ 6,480 Building 40,920 Furniture, fixtures and equipment 4,600 Net assets acquired at fair value $ 52,000 Purchase price consideration: Cash $ 350 Existing Loan 29,100 Note payable to related party 22,550 Purchase price consideration $ 52,000 The results of operations of the Residence Inn Houston have been included in the consolidated statement of operations as of the date of acquisition of April 29, 2019. The following unaudited pro forma consolidated financial information for the years ended December 31, 2019 and 2018 is presented as if the Company acquired the Residence Inn Houston on January 1, 2018. This information is not necessarily indicative of what the actual results of operations would have been had the Company completed the acquisition of the Residence Inn Houston on January 1, 2018, nor does it purport to represent the Company’s future operations (in thousands, except per common share amounts): Years ended 2019 2018 Revenue $ 87,810 $ 90,533 Net loss (10,177 ) (7,984 ) Net loss attributable to common shareholders (9,845 ) (7,675 ) Net loss per common share - basic and diluted $ (0.82 ) $ (0.80 ) |
Notes Receivable from Related P
Notes Receivable from Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Notes Receivable from Related Parties | 4. Notes Receivable from Related Parties As of December 31, 2019 and 2018, the amount of the note receivable from related party was $0 and $6,750,000, respectively. On August 21, 2015, Moody I originated an unsecured loan in the aggregate principal amount of $9,000,000 (the “Related Party Note”) to Moody National DST Sponsor, LLC, a Texas limited liability company and an affiliate of Sponsor (“DST Sponsor”). Proceeds from the Related Party Note were used by DST Sponsor solely to acquire a commercial real property located in Katy, Texas (the “Subject Property”). The Company acquired the Related Party Note in connection with the Mergers. 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. On August 30, 2018, the maturity date was extended to April 30, 2019. The Related Party Note was paid in full on April 29, 2019. Interest income from notes receivable from related parties was $264,000 and $864,900 for the years ended December 31, 2019 and 2018, respectively. Interest receivable on notes receivable from related parties was $0 and $810,000 as of December 31, 2019 and December 31, 2018, respectively. The estimated fair value of the note receivable from related party as of December 31, 2018 was $6,750,000. The fair value of the note receivable from related party 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. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 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, 2019 and 2018, the Company’s mortgage notes payable secured by the respective assets, consisted of the following (all $ amounts in thousands): Loan Principal as of December 31, 2019 Principal as of December 31, 2018 Interest Rate at December 31, 2019 Maturity Date Residence Inn Austin (1) $ 16,300 $ 16,554 4.580 % November 1, 2025 Springhill Suites Seattle (1) 44,165 44,884 4.380 % October 1, 2026 Homewood Suites Woodlands (1) 8,915 9,066 4.690 % April 11, 2025 Hyatt Place Germantown (1) 6,865 7,025 4.300 % May 6, 2023 Hyatt Place North Charleston (1) 7,019 7,158 5.193 % August 1, 2023 Hampton Inn Austin (1) 10,493 10,687 5.426 % January 6, 2024 Residence Inn Grapevine (1) 12,114 12,341 5.250 % April 6, 2024 Marriott Courtyard Lyndhurst (1) 18,934 — 4.700 % September 27, 2024 Hilton Garden Inn Austin (1) 18,080 18,401 4.530 % December 11, 2024 Hampton Inn Great Valley (1) 7,861 7,994 4.700 % April 11, 2025 Embassy Suites Nashville (1) 41,250 41,998 4.2123 % July 11, 2025 Homewood Suites Austin (1) 10,602 10,778 4.650 % August 11, 2025 Townplace Suites Fort Worth (1) 5,979 — 4.700 % September 27, 2024 Hampton Inn Houston (1) 4,366 4,480 6.750 % April 28, 2023 Residence Inn Houston Medical Center (4) 28,953 — 5.000 % October 1, 2024 Term Loan (2) — 26,300 30-day LIBOR plus 3.750 % September 27, 2019 Short Term Loan (3) — 12,970 30-day LIBOR plus 2.50 % April 24, 2019 Total notes payable 241,896 230,636 Less unamortized debt issuance costs (3,293 ) (3,462 ) Total notes payable, net of unamortized debt issuance costs $ 238,603 $ 227,174 (1) Monthly payments of principal and interest are due and payable until the maturity date. (2) Monthly payments of principal and interest are due and payable until the maturity date. On October 24, 2018, the maturity date of the Term Loan was extended to September 27, 2019. All unpaid principal and interest thereon was repaid in full on September 27, 2019, the maturity date. (3) Monthly payments of principal and interest were due and payable until the maturity date. All unpaid principal and interest thereon was repaid in full on April 24, 2019, the maturity date. (4) Monthly payments of interest due and payable until October 2019. Monthly payments of principal and interest due and payable beginning in November 2019 until the maturity date. Hotel properties secure their respective loans. The Term Loan was partially secured by Marriott Courtyard Lyndhurst and Townplace Suites Fort Worth and was partially unsecured. Scheduled maturities of the Company’s notes payable as of December 31, 2019 are as follows (in thousands): Years ending December 31, 2020 $ 4,567 2021 4,870 2022 5,108 2023 21,597 2024 89,112 Thereafter 116,642 Total $ 241,896 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 (“KeyBank,” and together with any other lender institutions that may become parties thereto, the “Lenders”), as agent and lender, entered into a term loan agreement (as amended, the “Term Loan Agreement”). Pursuant to the Term Loan Agreement, the Lenders have made a term loan to the OP in the principal amount of $70.0 million (the “Term Loan”). Capitalized terms used in this description of the Term Loan and not defined herein have the same meaning as in the Term Loan Agreement. The Company used proceeds from the Term Loan to pay the cash consideration in connection with the Mergers, other costs and expenses related to the Mergers and for other corporate purposes. The Company began making principal payments of $1.5 million per month in November 2017. On March 28, 2018, the parties to the Term Loan Agreement entered into a letter agreement, or the Term Loan 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 June 30, 2018. The Company satisfied such obligation with respect to the calendar quarter ended December 31, 2019. The Term Loan originally matured on September 27, 2018. The maturity date of the Term Loan was originally extended to October 26, 2018 and on October 24, 2018, the maturity date of the Term Loan was extended again to September 27, 2019 in connection with the partial refinancing of the Term Loan. The Outstanding Balance of $26.5 million as of October 24, 2018, together with any and all accrued and unpaid interest thereon, and all other Obligations, was repaid in full on September 27, 2019. The Term Loan originally provided for monthly interest payments, for mandatory prepayments of principal from the proceeds of certain capital events, and for monthly payments of principal in an amount equal to the greater of (i) 50% of the OP’s Consolidated Net Cash Flow or (ii) $1.5 million. In connection with the extension of the Term Loan on October 24, 2018, monthly payments of principal were $100,000 per month, and the margins over the base rate or LIBOR rate were 2.75% and 3.75%, respectively. Short Term Loan On October 24, 2018, the Company and the OP issued a promissory note in favor of Green Bank, N.A. in the original principal amount of $16.0 million (the “Short Term Loan”). The proceeds of the promissory note were used to retire a portion of the Term Loan, resulting in a balance of $26.5 million for the Term Loan as of October 24, 2018. The note bore interest at an annual rate equal to the one-month LIBOR plus 2.5% and the Company and the OP were collectively required to make a monthly payment on the outstanding principal and interest of the promissory note equal to the greater of $1.5 million and 50% of our consolidated net cash flow. The entire outstanding principle amount of the Short Term Loan and all accrued interest thereon were repaid in full on April 24, 2019, the maturity date of the Short Term Loan. The estimated fair value of the Company’s notes payable as of December 31, 2019 and 2018, respectively, was $241.9 million and $231.0 million, respectively. The fair value of the notes payable was estimated based on discounted cash flow analyses using the current incremental borrowing rates for similar types of borrowing arrangements as of the respective reporting dates. The discounted cash flow method of assessing fair value results in a general approximation of value, and such value may never actually be realized. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Equity | 6. Equity Capitalization Under its Charter, the Company has the authority to issue 1.0 billion shares of common stock and 100.0 million shares of preferred stock. All shares of such stock have a par value of $0.01 per share. On August 15, 2014, the Company sold 8,000 shares of common stock to the Sponsor at a purchase price of $25.00 per share for an aggregate purchase price of $200,000, which was paid in cash. As of December 31, 2019, there were a total of 13.3 million shares of the Company’s common stock issued and outstanding, including 9.8 million shares, net of redemptions, issued in the Company’s public offerings, 3.4 million shares, net of redemptions, issued in connection with the Merger, the 8,000 shares sold to Sponsor and 55,000 shares of restricted stock issued to the Company’s directors, as discussed in Note 8, “Incentive Award Plan,” as follows (in thousands): Class Shares Outstanding as of December 31, 2019 Class A Shares 12,640 Class T Shares 457 Class I Shares 154 Total 13,251 The Company’s board of directors is authorized to amend the 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 2019 and 2018 that will be (1) calculated daily and reduced for class-specific expenses; (2) 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) calculated at a rate of $1.7528 per share of the Company’s common stock per year, or approximately $0.00480 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 three and year ended December 31, 2019 and 2018 (in thousands): Period Cash Distribution Distribution (1) Total Amount of Distribution First Quarter 2019 $ 3,517 $ 1,121 $ 4,638 Second Quarter 2019 3,858 1,228 5,086 Third Quarter 2019 4,097 1,302 5,399 Fourth Quarter 2019 4,225 1,348 5,573 Total $ 15,697 $ 4,999 $ 20,696 First Quarter 2018 $ 3,218 $ 634 $ 3,852 Second Quarter 2018 3,039 963 4,002 Third Quarter 2018 3,241 1,034 4,275 Fourth Quarter 2018 3,437 1,087 4,524 Total $ 12,935 $ 3,718 $ 16,653 (1) Amount of distributions paid in shares of common stock pursuant to the DRP. Noncontrolling Interest in Operating Partnership Noncontrolling interest in the OP at December 31, 2019 and 2018 was $4.3 million and $5.2 million, respectively, which represented 316,000 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 $332,000 and $309,000 for the years ended December 31, 2019 and 2018, respectively. |
Related Party Arrangements
Related Party Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | 7. Related Party Arrangements Pursuant to the Advisory Agreement, the Advisor and certain affiliates of Advisor receive fees and compensation in connection with the Offering and the acquisition, management and sale of the Company’s real estate investments. In addition, in exchange for $1,000 and in consideration of services to be provided by the Advisor, the OP has issued an affiliate of the Advisor, Moody LPOP II, a separate, special limited partnership interest, in the form of Special Limited Partnership Interests. For further detail, please see Note 9, “Subordinated Participation Interest.” Sales Commissions and Dealer Manager Fees From January 1, 2017 through June 12, 2017, the Company paid Moody Securities an up-front selling commission of up to 7.0% of the gross proceeds of what are now the Class A Shares sold in the primary offering and a dealer manager fee of up to 3.0% of the gross proceeds of what are now the Class A Shares sold in the primary offering. Beginning on June 12, 2017, the Company reallocated its common shares into four separate share classes, Class A Shares, Class T Shares, Class I Shares and Class D Shares, with the differing fees for each class of shares Beginning January 16, 2018, the Advisor assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with the Company’s public offering; provided, however, that the Advisor intends to recoup the funding of such amounts through the Contingent Advisor Payment (described below). In connection with the implementation of the Contingent Advisor Payment, the Company reduced the up-front selling commission paid with respect to the Class A Shares from up to 7.0% to up to 6.0% of the gross proceeds of the Class A Shares sold in the primary offering and reduced the dealer manager fee paid with respect to the Class A Shares from up to 3.0% to up to 2.5% of the gross proceeds of the Class A Shares sold in the primary offering. As of December 31, 2019, the Company had paid Moody Securities $9.4 million in selling commissions and trailing stockholder servicing fees related to the Company’s ongoing public offering and $2.1 million in dealer manager fees related to the Company’s ongoing public offering, which amounts have been recorded as a reduction to additional paid-in capital in the consolidated balance sheets. As of December 31, 2019, Advisor had paid Moody Securities $8.8 million in selling commissions, trailing stockholder servicing fees, and dealer manager fees related to the Company’s ongoing public offering, of which $7.6 million could potentially be recouped by the Advisor at a later date through the Contingent Advisor Payment. Organization and Offering Expenses The Advisor will receive reimbursement for organizational and offering expenses incurred on the Company’s behalf, but only to the extent that such reimbursements do not exceed actual expenses incurred by Advisor and do not cause the cumulative selling commissions, dealer manager fees, stockholder servicing fees and other organization and offering expenses borne by the Company to exceed 15.0% of gross offering proceeds from the sale of shares in the Company’s follow-on offering as of the date of reimbursement. As of December 31, 2019, total offering costs for the initial public offering and the follow-on offering were $20.6 million, comprised of $12.3 million of offering costs incurred directly by the Company and $8.3 million in offering costs incurred by and reimbursable to the Advisor. As of December 31, 2019, total offering costs for the initial public offering were $18.3 million, comprised of $12.3 million of offering costs incurred directly by the Company and $6.0 million in offering costs incurred by and reimbursable to the Advisor. As of December 31, 2019, total offering costs for the follow-on offering were $2.3 million, comprised of $0 of offering costs incurred directly by the Company and $2.3 million in offering costs incurred by and reimbursable to the Advisor. As of December 31, 2019, the Company had $286,000 due from the 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 Company’s public offering. In connection therewith, as of January 16, 2018, the acquisition fee payable to the Advisor was increased from 1.5% to up to a maximum of 3.85% of (1) the cost of all investments the Company acquires (including the Company’s pro rata share of any indebtedness assumed or incurred in respect of the investment and exclusive of acquisition and financing coordination fees), (2) the Company’s allocable cost of investments acquired in a joint venture (including the Company’s pro rata share of the purchase price and the Company’s pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees) or (3) the amount funded by the Company to acquire or originate a loan or other investment, including mortgage, mezzanine or bridge loans (including any third-party expenses related to such investment and exclusive of acquisition fees and financing coordination fees). The up to 3.85% acquisition fee consists of (i) a 1.5% base acquisition fee and (ii) up to an additional 2.35% contingent acquisition fee (the “Contingent Advisor Payment”). The 1.5% base acquisition fee will always be payable upon the acquisition of an investment by the Company, unless the receipt thereof is waived by the Advisor. The amount of the Contingent Advisor Payment to be paid in connection with the closing of an acquisition will be reviewed on an acquisition-by-acquisition basis and such payment shall not exceed the then-outstanding amounts paid by the Advisor for dealer manager fees, sales commissions or stockholder servicing fees at the time of such closing. For purposes of determining the amount of Contingent Advisor Payment payable, the amounts paid by the Advisor for dealer manager fees, sales commissions or stockholder servicing fees and considered “outstanding” will be reduced by the amount of the Contingent Advisor Payment previously paid and taking into account the amount of the Contingent Advisor Holdback. The Advisor may waive or defer all or a portion of the acquisition fee at any time and from time to time, in the Advisor’s sole discretion. For the years ended December 31, 2019 and 2018, the Company incurred acquisition fees of $2.0 million, composed of a base acquisition fee of $780,000 and a contingent acquisition fee of $1.2 million, and $0, respectively, payable to Advisor, which are recorded in the accompanying consolidated statements of operations. Reimbursement of Acquisition Expenses The Advisor may also be reimbursed by the Company for actual expenses related to the evaluation, selection and acquisition of real estate investments, regardless of whether the Company actually acquires the related assets. The Company did not reimburse the Advisor for any acquisition expenses during the years ended December 31, 2019 and 2018. Financing Coordination Fee The 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. The Advisor will pay some or all of these fees to third parties with whom it subcontracts to coordinate financing for the Company. For the years ended December 31, 2019 and 2018, the Company incurred financing coordination fees of $478,000 and $0, respectively, payable to Advisor. 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, 2019 and 2018, the Company paid the Property Manager property management fees of $3.4 million and $3.2 million, and accounting fees of $438,000 and $420,000, respectively, which are included in hotel operating expenses in the accompanying consolidated statements of operations. The Company pays an annual incentive fee to Property Manager. Such annual incentive fee is equal to 15% of the amount by which the operating profit from the properties managed by Property Manager for such fiscal year (or partial fiscal year) exceeds 8.5% of the total investment of such properties. Property Manager may pay some or all of this annual incentive fee to third-party sub-property managers for management services. For purposes of this annual incentive fee, “total investment” means the sum of (i) the price paid to acquire a property, including closing costs, conversion costs, and transaction costs; (ii) additional invested capital and (iii) any other costs paid in connection with the acquisition of the property, whether incurred pre- or post-acquisition. As of December 31, 2019, the Company had not paid any annual incentive fees to Property Manager. 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 years ended December 31, 2019 and 2018, the Company incurred asset management fees of $4.5 million and $4.2 million, respectively, payable to the Advisor, which are recorded in corporate general and administrative expenses in the accompanying consolidated statements of operations. Disposition Fee The Company also pays the Advisor or its affiliates a disposition fee (subject to a limitation if the property was previously owned by Moody I discussed below) 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 sold a property that was previously owned by Moody I, then any disposition fee to which the Advisor would be entitled under the Advisory Agreement would have been reduced by an amount equal to the portion of the Moody I Advisor Payment attributable to such property. As of December 31, 2019, the Company had not incurred any disposition fees payable to the Advisor. Operating Expense Reimbursement The Company will reimburse the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s aggregate operating expenses (including the asset management fee payable to the Advisor) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2% of the Company’s average invested assets, or (2) 25% of the Company’s net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company’s assets for that period (the “2%/25% Limitation”). Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of the 2%/25% Limitation if a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the four fiscal quarters ended December 31, 2019, total operating expenses of the Company were $6.4 million, which included $5.1 million in operating expenses incurred directly by the Company and $1.3 million incurred by the Advisor on behalf of the Company. Of the $6.4 million in total operating expenses incurred during the four fiscal quarters ended December 31, 2019, $0 exceeded the 2%/25% Limitation. The Company reimbursed the Advisor $1.3 million during the four fiscal quarters ended December 31, 2019. As of December 31, 2019, the Company had $106,000 due from the Advisor for operating expense reimbursement. |
Incentive Award Plan
Incentive Award Plan | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [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, 2019, there were 1,955,000 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 $235,000 and $361,000 for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, there were 7,500 non-vested shares of restricted common stock granted pursuant to the Independent Directors Compensation Plan. The remaining unrecognized compensation expense associated with those 7,500 non-vested shares of $129,000 will be recognized during the first, second and third quarters of 2019. The following is a summary of activity under the Independent Directors Compensation Plan for the years ended December 31, 2019 and 2018: Number of Shares Weighted Average Grant Date Fair Value Balance of non-vested shares as of December 31, 2017 11,250 $ 27.82 Shares granted on August 13, 2018 10,000 $ 23.19 Shares vested (13,750 ) $ 26.98 Balance of non-vested shares as of December 31, 2018 7,500 $ 23.19 Shares granted on August 5, 2019 10,000 $ 23.32 Shares vested (10,000 ) $ 23.22 Balance of non-vested shares as of December 31, 2019 7,500 $ 23.32 |
Subordinated Participation Inte
Subordinated Participation Interest | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Restricted Cash Under certain management and debt agreements existing at December 31, 2019, 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, 2019 and 2018 are as follows (in thousands): December 31, 2019 2018 Property improvement plan $ 190 $ 1,239 Real estate taxes 3,040 2,894 Insurance 235 231 Hotel furniture and fixtures 3,283 4,178 Debt service 939 764 Seasonality 888 883 Rent holdback 15 15 Immediate repairs 55 — Total restricted cash $ 8,645 $ 10,204 Franchise Agreements As of December 31, 2019, 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% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs that amount to between 1.5% and 4.3% of room revenue. The Company incurred franchise fee expense of approximately $7.4 million and $6.6 million for the years ended December 31, 2019 and 2018, respectively, which amounts are included in hotel operating expenses in the accompanying consolidated statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company has formed a TRS that is treated as a C-corporation for federal income tax purposes and uses the asset and liability method of accounting for income taxes. Tax return positions are recognized in the consolidated financial statements when they are “more-likely-than-not” to be sustained upon examination by the taxing authority. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future periods. A valuation allowance may be placed on deferred income tax assets, if it is determined that it is more likely than not that a deferred tax asset may not be realized. As of December 31, 2019, the Company had operating loss carry-forwards of $6.0 million. The Company had deferred tax assets of $2.3 million as of December 31, 2019 and 2018, net of a valuation allowance of $3.3 million and $1.2 million as of December 31, 2019 and 2018, respectively, related to net operating loss carry forwards of the TRS which are included in prepaid expenses and other assets on the consolidated balance sheets. As of December 31, 2019, the TRS had a net operating loss carry-forward of $26.7 million, of which $7.3 million was transferred from Moody I’s taxable REIT subsidiaries when they were merged into the Company’s TRS on the date of the closing of the Mergers. The income tax expense (benefit) for the years ended December 31, 2019 and 2018 consisted of the following (in thousands): Years ended December 31, 2019 2018 Current expense $ 183 $ 158 Deferred benefit (2,112 ) (1,194 ) Valuation provision for deferred benefit 2,112 1,194 Total expense, net $ 183 $ 158 Federal $ (2,112 ) $ (1,194 ) Valuation provision for federal taxes 2,112 1,194 State 183 158 Total tax expense $ 183 $ 158 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, 2019 2018 Expected federal tax benefit at statutory rate $ (2,676 ) $ (1,998 ) Tax impact of REIT election 2,859 2,156 Income tax expense (benefit) $ 183 $ 158 On December 31, 2019, the Company had net deferred tax assets of $2.3 million primarily due to past years’ federal and state tax operating losses of the TRS. These loss carryforwards will generally expire in 2033 through 2038 if not utilized by then. The Company analyzes state loss carryforwards on a state by state basis and records a valuation allowance when management deems it more likely than not that future results will not generate sufficient taxable income in the respective state to realize the deferred tax asset prior to the expiration of the loss carryforwards. Management believes that it is more likely than not that the results of future operations of the TRS will generate sufficient taxable income to realize the deferred tax assets, in excess of the valuation allowance, related to federal and state loss carryforwards prior to the expiration of the loss carryforwards and has determined that no valuation allowance is necessary. From time to time, the Company may be subjected to federal, state or local tax audits in the normal course of business. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Distributions Declared On December 31, 2019, the Company declared a distribution in the aggregate amount of $2.0 million, of which $1.5 million was paid in cash on January 15, 2020 and $500,000 was paid pursuant to the DRP in the form of additional shares of the Company’s common stock. On January 31, 2020, the Company declared a distribution in the aggregate amount of $2.0 million, of which $1.5 million was paid in cash on February 15, 2020 and $500,000 was paid pursuant to the DRP in the form of additional shares of the Company’s common stock. On February 29, 2020, the Company declared a distribution in the aggregate amount of $1.9 million of which $1.4 million was paid in cash on March 15, 2020 and $500,000 was paid pursuant to the DRP in the form of additional shares of the Company’s common stock. Suspension of Public Offering On March 24, 2020, the Company’s board of directors determined to suspend the sale of shares of the Company’s common stock in the Company’s public offering, effective as of March 25, 2020. Suspension of Distributions On March 24, 2020, the Company’s board of directors determined to suspend the payment of all distributions to the Company’s stockholders, effective immediately. Suspension of Distribution Reinvestment Plan On March 24, 2020, in light of its determination to suspend the payment of all distributions, the Company’s board of directors also determined to suspend the operation of the DRP, effective as of April 6, 2020. Suspension of Share Repurchase Program On March 24, 2020, the Company’s board of directors determined to suspend the operation of the Company’s share repurchase program, effective as of April 6, 2020. Payment by Advisor to Holders of Class I Shares On January 17, 2020, the Advisor agreed to make a one-time cash payment to holders of the Company’s Class I shares acquired subsequent to January 16, 2018 (the date that the Contingent Advisor Payment first became payable) in an amount designed to compensate the holders of such Class I shares for the amount of the Contingent Advisor Payments attributable to such Class I shares (“Class I payment”). The Class I payment will be made by the Advisor prior to or upon the Company’s liquidation and dissolution or other liquidity event, provided that the specific timing of the Class I payment will be in the Advisor’s sole discretion. |
SCHEDULE III REAL ESTATE ASSETS
SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION | MOODY NATIONAL REIT II, INC. SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2019 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 Acquired Residence Inn Austin, Texas 100.0 % $ 16,300 $ 4,310 $ 23,190 $ 27,500 (2) $ 161 $ 4,310 $ 23,351 $ 27,661 $ 2,996 2014 October 15, 2015 Springhill Suites Seattle Seattle, Washington 100.0 % 44,165 14,040 60,060 74,100 8,334 14,040 68,394 82,434 6,476 2001 May 24, 2016 Homewood Suites The Woodlands, Texas 100.0 % 8,915 2,828 14,528 17,356 340 2,828 14,868 17,696 1,226 2001 September 27, 2017 Hyatt Place Germantown, Tennessee 100.0 % 6,865 1,874 14,200 16,074 648 1,874 14,848 16,722 1,191 2009 September 27, 2017 Hyatt Place North Charleston, 100.0 % 7,019 783 13,023 13,806 615 783 13,638 14,421 1,092 2009 September 27, 2017 Hampton Inn Austin, Texas 100.0 % 10,493 4,329 14,999 19,328 293 4,329 15,292 19,621 1,427 1997 September 27, 2017 Residence Inn Grapevine, Texas 100.0 % 12,114 2,028 23,217 25,245 568 2,028 23,785 25,813 1,913 2007 September 27, 2017 Marriott Courtyard Lyndhurst, New Jersey (3 ) 18,934 2,663 36,884 39,547 369 2,663 37,253 39,916 2,988 1990 September 27, 2017 Hilton Garden Inn Austin, Texas 100.0 % 18,080 9,058 20,230 29,288 526 9,058 20,756 29,814 1,945 2002 September 27, 2017 Hampton Inn Frazer, Pennsylvania 100.0 % 7,861 1,730 13,555 15,285 1,732 1,730 15,287 17,017 1,570 1998 September 27, 2017 Embassy Suites Nashville, Tennessee 100.0 % 41,250 14,805 67,402 82,207 4,160 14,805 71,562 86,367 5,532 2001 September 27, 2017 Homewood Suites Austin, Texas 100.0 % 10,602 4,218 14,617 18,835 792 4,218 15,409 19,627 1,461 1998 September 27, 2017 TownPlace Suites Fort Worth, Texas (3 ) 5,979 4,240 7,002 11,242 71 4,240 7,073 11,313 719 1998 September 27, 2017 Hampton Inn Houston, Texas 100.0 % 4,366 3,550 6,408 9,958 3,340 3,550 9,748 13,298 1,137 1995 September 27, 2017 Residence Inn Houston Medical Center Houston, Texas 100.0 % 31,847 6,480 45,520 52,000 17 6,480 45,537 52,017 1,039 2019 April 29, 2019 Total $ 244,790 $ 76,936 $ 374,835 $ 451,771 $ 21,966 $ 76,936 $ 396,801 $ 473,737 $ 32,712 (1) The aggregate cost of real estate for federal income tax purposes was $429 million as of December 31, 2019. (2) Includes gain on acquisition of hotel property of $2.0 million. (3) 100% of the Class B membership interests of a joint venture. 2019 2018 Real estate: Balance at the beginning of the year $ 411,768 $ 403,180 Acquisitions 52,000 — Improvements and additions 9,969 8,588 Dispositions — — Balance at the end of the year $ 473,737 $ 411,768 Accumulated depreciation: Balance at the beginning of the year $ 18,628 $ 6,545 Depreciation 14,084 12,083 Dispositions — — Balance at the end of the year $ 32,712 $ 18,628 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | B asis 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. |
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 incurred by the Advisor on behalf of the Company. Pursuant to the Advisory Agreement between the Company and the Advisor, the Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs incurred by the Advisor associated with each of the Company’s public offerings, provided that within 60 days of the last day of the month in which a public offering ends, the Advisor is obligated to reimburse the Company to the extent aggregate organization and offering costs incurred by the Company in connection with the completed public offering exceed 15.0% of the gross offering proceeds from the sale of the Company’s shares of common stock in the completed public offering. Such organization and offering costs include selling commissions and dealer manager fees paid to a dealer manager, legal, accounting, printing and other offering expenses, including marketing, salaries and direct expenses of the Advisor’s employees and employees of the Advisor’s affiliates and others. Any reimbursement of the Advisor or its affiliates for organization and offering costs will not exceed actual expenses incurred by the Advisor. The Company’s organization and offering costs incurred in connection with the Company’s initial public offering did not exceed 15% of the gross offering proceeds from the sale of our shares of common stock in such offering. All offering costs, including selling commissions and dealer manager fees, are recorded as an offset to additional paid-in-capital, and all organization costs are recorded as an expense when the Company has an obligation to reimburse the Advisor. As of December 31, 2019, total offering costs for the initial public offering and the follow-on offering were $20.6 million, comprised of $12.3 million of offering costs incurred directly by the Company and $8.3 million in offering costs incurred by and reimbursable to the Advisor. Total offering costs for the initial public offering were $18.3 million, comprised of $12.3 million of offering costs incurred directly by the Company and $6.0 million in offering costs incurred by and reimbursable to the Advisor. As of December 31, 2019, total offering costs for the follow-on offering were $2.3 million, comprised of $0 of offering costs incurred directly by the Company and $2.3 million in offering costs incurred by and reimbursable to the Advisor. As of December 31, 2019, the Company had $286,000 due from 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 was 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, 2019. 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 2014 through 2018 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 has elected the fair value option in recording its investment in marketable securities whereby unrealized holding gains and losses on available-for-sale securities are included in earnings. With the exception of the Company’s fixed-rate notes receivable from related parties and notes payable, the carrying amounts of other financial instruments, which include cash and cash equivalents, restricted cash, accounts receivable, notes receivable, notes payable, and accounts payable and accrued expenses, 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 and “Notes Receivable from Related Parties” and Note 5, “Debt.” |
Concentration of Risk | Concentration of Risk As of December 31, 2019, 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 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 nine of its fifteen 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 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, 2019 and 2018. 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. |
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 years 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. |
Investment in Marketable Securities | Investment in Marketable Securities Investment in marketable securities of $5.9 million at December 31, 2019 consists primarily of common stock investments in other REITs and which are classified as available-for-sale securities and recorded at fair value. The Company has elected the fair value option whereby unrealized holding gains and losses on available-for-sale securities are included in earnings. For the years ended December 31, 2019 and 2018, unrealized gain on investment in marketable securities was $197,000 and $0, respectively. For the years ended December 31, 2019 and 2018, realized gain on investment in marketable securities was $9,000 and $0, respectively. Dividend income is recognized when earned. For the years ended December 31, 2019 and 2018, dividend income of $399,000 and $0, respectively, was recognized and is included in interest and dividend income on the consolidated statements of operations. |
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, 2019 or 2018. |
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 $217,000 and $134,000 as of December 31, 2019 and 2018, respectively. Expected future amortization of deferred franchise costs as of December 31, 2019 is as follows (in thousands): Years Ending December 31, 2020 $ 83 2021 83 2022 82 2023 80 2024 77 Thereafter 445 Total $ 850 |
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 $4.0 million and $3.0 million as of December 31, 2019 and 2018, respectively. Expected future amortization of debt issuance costs as of December 31, 2019 is as follows (in thousands): Years Ending December 31, 2020 $ 679 2021 677 2022 677 2023 632 2024 440 Thereafter 188 Total $ 3,293 |
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 7,500 shares as of December 31, 2019 and 2018, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 adopted this 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 ongoing consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities,” which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and simplifies the application of hedge accounting. This standard will be effective for the first annual period beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted. The Company adopted this standard on January 1, 2018 and aside from minor presentation changes in its disclosure on derivative and hedging activities, it will not have a material effect on the Company’s ongoing consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives, real property | Depreciation expense is computed using the straight-line method based upon the following estimated useful lives: Estimated Buildings and improvements 39-40 Exterior improvements 10-20 Furniture, fixtures and equipment 5-10 |
Schedule of expected future amortization of deferred franchise costs | Expected future amortization of deferred franchise costs as of December 31, 2019 is as follows (in thousands): Years Ending December 31, 2020 $ 83 2021 83 2022 82 2023 80 2024 77 Thereafter 445 Total $ 850 |
Schedule of expected future amortization of deferred issuance costs | Expected future amortization of debt issuance costs as of December 31, 2019 is as follows (in thousands): Years Ending December 31, 2020 $ 679 2021 677 2022 677 2023 632 2024 440 Thereafter 188 Total $ 3,293 |
Investments in Hotel Properties
Investments in Hotel Properties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 (all $ amounts in thousands): Property Name Date Acquired Location Ownership Interest Original Purchase (1) Rooms Mortgage (2) Residence Inn Austin October 15, 2015 Austin, Texas 100 % $ 27,500 112 $ 16,300 Springhill Suites Seattle May 24, 2016 Seattle, Washington 100 % 74,100 234 44,165 Homewood Suites Woodlands September 27, 2017 (5) The Woodlands, Texas 100 % 17,356 91 8,915 Hyatt Place Germantown September 27, 2017 (5) Germantown, Tennessee 100 % 16,074 127 6,865 Hyatt Place North Charleston September 27, 2017 (5) North Charleston, 100 % 13,806 113 7,019 Hampton Inn Austin September 27, 2017 (5) Austin, Texas 100 % 19,328 123 10,493 Residence Inn Grapevine September 27, 2017 (5) Grapevine, Texas 100 % 25,245 133 12,114 Marriott Courtyard Lyndhurst September 27, 2017 (5) Lyndhurst, New Jersey (3 ) 39,547 227 18,934 Hilton Garden Inn Austin September 27, 2017 (5) Austin, Texas 100 % 29,288 138 18,080 Hampton Inn Great September 27, 2017 (5) Frazer, Pennsylvania 100 % 15,285 125 7,861 Embassy Suites Nashville September 27, 2017 (5) Nashville, Tennessee 100 % 82,207 208 41,250 Homewood Suites Austin September 27, 2017 (5) Austin, Texas 100 % 18,835 96 10,602 Townplace Suites Fort Worth September 27, 2017 (5) Fort Worth, Texas (4 ) 11,242 95 5,979 Hampton Inn Houston September 27, 2017 (5) Houston, Texas 100 % 9,958 119 4,366 Residence Inn Houston Medical Center April 29, 2019 (6) Houston, Texas 100 % 52,000 182 31,847 Totals $ 451,771 2,123 $ 244,790 (1) Excludes closing costs and includes gain on acquisition. (2) As of December 31, 2019. (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. The Marriott Courtyard Lyndhurst is pledged as security for the Term Loan. See Note 5, “Debt.” (4) The Townplace Suites Fort Worth is owned by MN Fort Worth Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. The Townplace Suites Fort Worth is pledged as security for the Term Loan. See Note 5, “Debt.” (5) Property acquired on September 27, 2017 as a result of the merger of Moody National REIT I, Inc. (“Moody I”) with and into the Company (the “Merger”) and the merger of Moody National Operating Partnership I, L.P., the operating partnership of Moody I (“Moody I OP”), with and into the OP (the “Partnership Merger,” and together with the Merger, the “Mergers”). (6) Includes balance of $29.0 million for first mortgage loan and balance of $2.9 million for promissory note payable to seller of the Residence Inn Houston Medical Center in the original principal amount of $22.6 million. |
Schedule of components of the investments in hotel properties | Investment in hotel properties consisted of the following at December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Land $ 76,936 $ 70,456 Buildings and improvements 338,729 297,680 Furniture, fixtures and equipment 58,072 43,632 Total cost 473,737 411,768 Accumulated depreciation (32,712 ) (18,628 ) Investment in hotel properties, net $ 441,025 $ 393,140 |
Schedule of merger consideration | The following table presents a summary of assets acquired and the purchase price consideration in the acquisition of the Residence Inn Houston (in thousands): Assets acquired at fair value: Land $ 6,480 Building 40,920 Furniture, fixtures and equipment 4,600 Net assets acquired at fair value $ 52,000 Purchase price consideration: Cash $ 350 Existing Loan 29,100 Note payable to related party 22,550 Purchase price consideration $ 52,000 |
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 Residence Inn Houston on January 1, 2018, nor does it purport to represent the Company’s future operations (in thousands, except per common share amounts): Years ended 2019 2018 Revenue $ 87,810 $ 90,533 Net loss (10,177 ) (7,984 ) Net loss attributable to common shareholders (9,845 ) (7,675 ) Net loss per common share - basic and diluted $ (0.82 ) $ (0.80 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of mortgage notes payable secured by the respective assets | As of December 31, 2019 and 2018, the Company’s mortgage notes payable secured by the respective assets, consisted of the following (all $ amounts in thousands): Loan Principal as of December 31, 2019 Principal as of December 31, 2018 Interest Rate at December 31, 2019 Maturity Date Residence Inn Austin (1) $ 16,300 $ 16,554 4.580 % November 1, 2025 Springhill Suites Seattle (1) 44,165 44,884 4.380 % October 1, 2026 Homewood Suites Woodlands (1) 8,915 9,066 4.690 % April 11, 2025 Hyatt Place Germantown (1) 6,865 7,025 4.300 % May 6, 2023 Hyatt Place North Charleston (1) 7,019 7,158 5.193 % August 1, 2023 Hampton Inn Austin (1) 10,493 10,687 5.426 % January 6, 2024 Residence Inn Grapevine (1) 12,114 12,341 5.250 % April 6, 2024 Marriott Courtyard Lyndhurst (1) 18,934 — 4.700 % September 27, 2024 Hilton Garden Inn Austin (1) 18,080 18,401 4.530 % December 11, 2024 Hampton Inn Great Valley (1) 7,861 7,994 4.700 % April 11, 2025 Embassy Suites Nashville (1) 41,250 41,998 4.2123 % July 11, 2025 Homewood Suites Austin (1) 10,602 10,778 4.650 % August 11, 2025 Townplace Suites Fort Worth (1) 5,979 — 4.700 % September 27, 2024 Hampton Inn Houston (1) 4,366 4,480 6.750 % April 28, 2023 Residence Inn Houston Medical Center (4) 28,953 — 5.000 % October 1, 2024 Term Loan (2) — 26,300 30-day LIBOR plus 3.750 % September 27, 2019 Short Term Loan (3) — 12,970 30-day LIBOR plus 2.50 % April 24, 2019 Total notes payable 241,896 230,636 Less unamortized debt issuance costs (3,293 ) (3,462 ) Total notes payable, net of unamortized debt issuance costs $ 238,603 $ 227,174 (1) Monthly payments of principal and interest are due and payable until the maturity date. (2) Monthly payments of principal and interest are due and payable until the maturity date. On October 24, 2018, the maturity date of the Term Loan was extended to September 27, 2019. All unpaid principal and interest thereon was repaid in full on September 27, 2019, the maturity date. (3) Monthly payments of principal and interest were due and payable until the maturity date. All unpaid principal and interest thereon was repaid in full on April 24, 2019, the maturity date. (4) Monthly payments of interest due and payable until October 2019. Monthly payments of principal and interest due and payable beginning in November 2019 until the maturity date. |
Schedule of maturities of notes payable | Scheduled maturities of the Company’s notes payable as of December 31, 2019 are as follows (in thousands): Years ending December 31, 2020 $ 4,567 2021 4,870 2022 5,108 2023 21,597 2024 89,112 Thereafter 116,642 Total $ 241,896 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding shares of Incentive Award Plan | “Incentive Award Plan,” as follows (in thousands): Class Shares Outstanding as of December 31, 2019 Class A Shares 12,640 Class T Shares 457 Class I Shares 154 Total 13,251 |
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 three and year ended December 31, 2019 and 2018 (in thousands): Period Cash Distribution Distribution (1) Total Amount of Distribution First Quarter 2019 $ 3,517 $ 1,121 $ 4,638 Second Quarter 2019 3,858 1,228 5,086 Third Quarter 2019 4,097 1,302 5,399 Fourth Quarter 2019 4,225 1,348 5,573 Total $ 15,697 $ 4,999 $ 20,696 First Quarter 2018 $ 3,218 $ 634 $ 3,852 Second Quarter 2018 3,039 963 4,002 Third Quarter 2018 3,241 1,034 4,275 Fourth Quarter 2018 3,437 1,087 4,524 Total $ 12,935 $ 3,718 $ 16,653 (1) Amount of distributions paid in shares of common stock pursuant to the DRP. |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of activity under the Independent Directors Compensation Plan | The following is a summary of activity under the Independent Directors Compensation Plan for the years ended December 31, 2019 and 2018: Number of Shares Weighted Average Grant Date Fair Value Balance of non-vested shares as of December 31, 2017 11,250 $ 27.82 Shares granted on August 13, 2018 10,000 $ 23.19 Shares vested (13,750 ) $ 26.98 Balance of non-vested shares as of December 31, 2018 7,500 $ 23.19 Shares granted on August 5, 2019 10,000 $ 23.32 Shares vested (10,000 ) $ 23.22 Balance of non-vested shares as of December 31, 2019 7,500 $ 23.32 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of composition of restricted cash | The composition of the Company’s restricted cash as of December 31, 2019 and 2018 are as follows (in thousands): December 31, 2019 2018 Property improvement plan $ 190 $ 1,239 Real estate taxes 3,040 2,894 Insurance 235 231 Hotel furniture and fixtures 3,283 4,178 Debt service 939 764 Seasonality 888 883 Rent holdback 15 15 Immediate repairs 55 — Total restricted cash $ 8,645 $ 10,204 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | The income tax expense (benefit) for the years ended December 31, 2019 and 2018 consisted of the following (in thousands): Years ended December 31, 2019 2018 Current expense $ 183 $ 158 Deferred benefit (2,112 ) (1,194 ) Valuation provision for deferred benefit 2,112 1,194 Total expense, net $ 183 $ 158 Federal $ (2,112 ) $ (1,194 ) Valuation provision for federal taxes 2,112 1,194 State 183 158 Total tax expense $ 183 $ 158 |
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, 2019 2018 Expected federal tax benefit at statutory rate $ (2,676 ) $ (1,998 ) Tax impact of REIT election 2,859 2,156 Income tax expense (benefit) $ 183 $ 158 |
Organization (Details Narrative
Organization (Details Narrative) $ / shares in Units, shares in Thousands, $ in Thousands | Jan. 18, 2019USD ($) | Dec. 31, 2019USD ($)Number$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Jun. 26, 2017$ / shares | Jan. 20, 2015USD ($) |
Number of rooms | Number | 2,123 | ||||
Marketable securities | $ 5,936 | ||||
Share price (in dollars per share) | $ / shares | $ 23.32 | $ 23.32 | |||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||
Special Limited Partnership Interests | $ 1 | $ 1 | |||
Value of shares issueable under registration statement | $ 990,000 | ||||
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 | ||||
Follow-On Offering [Member] | |||||
Issuance of common stock, net of offering costs (in shares) | shares | 3,700 | ||||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | shares | 292 | ||||
Proceeds from stock and DRIP offering | $ 78,800 | ||||
Initial Public Offering [Member] | |||||
Common stock, authorized, value | $ 1,000,000 | ||||
Common stock, authorized in Distribution Reinvestment Plan, value | 100,000 | ||||
Issuance of common stock, net of offering costs (in shares) | shares | 6,100 | ||||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | shares | 215 | ||||
Proceeds from stock and DRIP offering | $ 147,400 | ||||
Initial Public Offering [Member] | Class A Shares [Member] | |||||
Issuance of common stock, net of offering costs (in shares) | shares | 9,800 | ||||
Initial Public Offering [Member] | Maximum [Member] | |||||
Common stock, authorized, value | $ 1,100,000 | ||||
Initial Public Offering and Follow-on Offering [Member] | |||||
Issuance of common stock, net of offering costs (in shares) | shares | 9,800 | ||||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | shares | 507 | ||||
Proceeds from stock and DRIP offering | $ 226,200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Expected future amortization of deferred franchise costs, year ending December 31, | ||
Total | $ 3,293 | $ 3,462 |
Franchise Costs [Member] | ||
Expected future amortization of deferred franchise costs, year ending December 31, | ||
2020 | 83 | |
2021 | 83 | |
2022 | 82 | |
2023 | 80 | |
2024 | 77 | |
Thereafter | 445 | |
Total | $ 850 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Expected future amortization of deferred loan costs, year ending December 31, | ||
Total | $ 3,293 | $ 3,462 |
Loan Costs [Member] | ||
Expected future amortization of deferred loan costs, year ending December 31, | ||
2020 | 679 | |
2021 | 677 | |
2022 | 677 | |
2023 | 632 | |
2024 | 440 | |
Thereafter | 188 | |
Total | $ 3,293 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Marketable securities | $ 5,936 | |
Marketable securities, unrealized gain (loss) | 197 | |
Marketable securities, realized gain (loss) | 9 | |
Dividend income | 399 | $ 0 |
Deferred franchise costs, accumulated amortization | 217 | 134 |
Debt issuance costs, accumulated amortization | $ 4,000 | $ 3,000 |
Nonvested restricted stock included in earnings per share | 7,500 | 7,500 |
Advisor [Member] | ||
Percentage of organization and offering costs | 15.00% | |
Total offering costs | $ 20,600 | |
Offering cost directly incurred by company | 12,300 | |
Offering cost reimbursed to advisor | 8,300 | |
Payment from advisor for reimbursable offering costs | 286 | |
Initial Public Offering [Member] | Advisor [Member] | ||
Total offering costs | 18,300 | |
Offering cost directly incurred by company | 12,300 | |
Offering cost reimbursed to advisor | 6,000 | |
Follow-On Offering [Member] | Advisor [Member] | ||
Total offering costs | 2,300 | |
Offering cost directly incurred by company | 0 | |
Offering cost reimbursed to advisor | $ 2,300 |
Investment in Hotel Properties
Investment in Hotel Properties (Details) $ in Thousands | Apr. 29, 2019USD ($) | Dec. 31, 2019USD ($)Number | |
Original Purchase Price | [1] | $ 451,771 | |
Rooms | Number | 2,123 | ||
Mortgage Debt Outstanding | [2] | $ 244,790 | |
Residence Inn Austin [Member] | |||
Date Acquired | Oct. 15, 2015 | ||
Location | Austin, Texas | ||
Ownership percentage | 100.00% | ||
Residence Inn Austin [Member] | TEXAS [Member] | |||
Property Name | Residence Inn Austin | ||
Date Acquired | Oct. 15, 2015 | ||
Location | Austin, Texas | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 27,500 | |
Rooms | Number | 112 | ||
Mortgage Debt Outstanding | [2] | $ 16,300 | |
Springhill Suites Seattle [Member] | |||
Date Acquired | May 24, 2016 | ||
Location | Seattle, Washington | ||
Ownership percentage | 100.00% | ||
Springhill Suites Seattle [Member] | WASHINGTON [Member] | |||
Property Name | Springill Suites Seattle | ||
Date Acquired | May 24, 2016 | ||
Location | Seattle, Washington | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 74,100 | |
Rooms | Number | 234 | ||
Mortgage Debt Outstanding | [2] | $ 44,165 | |
Homewood Suites Woodlands [Member] | TEXAS [Member] | |||
Property Name | Homewood Suites Woodlands | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | The Woodlands, Texas | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 17,356 | |
Rooms | Number | 91 | ||
Mortgage Debt Outstanding | [2] | $ 8,915 | |
Hyatt Place Germantown [Member] | Tennessee [Member] | |||
Property Name | Hyatt Place Germantown | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Germantown, Tennessee | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 16,074 | |
Rooms | Number | 127 | ||
Mortgage Debt Outstanding | [2] | $ 6,865 | |
Hyatt Place North Charleston [Member] | South Carolina [Member] | |||
Property Name | Hyatt Place North Charleston | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | North Charleston, South Carolina | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 13,806 | |
Rooms | Number | 113 | ||
Mortgage Debt Outstanding | [2] | $ 7,019 | |
Hampton Inn Austin [Member] | TEXAS [Member] | |||
Property Name | Hampton Inn Austin | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Austin, Texas | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 19,328 | |
Rooms | Number | 123 | ||
Mortgage Debt Outstanding | [2] | $ 10,493 | |
Residence Inn Grapevine [Member] | TEXAS [Member] | |||
Property Name | Residence Inn Grapevine | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Grapevine, Texas | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 25,245 | |
Rooms | Number | 133 | ||
Mortgage Debt Outstanding | [2] | $ 12,114 | |
Marriott Courtyard Inn Lyndhurst [Member] | New Jersey [Member] | |||
Property Name | Marriott Courtyard Lyndhurst | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Lyndhurst, New Jersey | ||
Original Purchase Price | [1] | $ 39,547 | |
Rooms | Number | 227 | ||
Mortgage Debt Outstanding | [2] | $ 18,934 | |
Hilton Garden Inn Austin [Member] | TEXAS [Member] | |||
Property Name | Hilton Garden Inn Austin | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Austin, Texas | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 29,288 | |
Rooms | Number | 138 | ||
Mortgage Debt Outstanding | [2] | $ 18,080 | |
Hampton Inn Great Valley [Member] | Pennsylvania [Member] | |||
Property Name | Hampton Inn Great Valley | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Frazer, Pennsylvania | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 15,285 | |
Rooms | Number | 125 | ||
Mortgage Debt Outstanding | [2] | $ 7,861 | |
Embassy Suites Nashville [Member] | Tennessee [Member] | |||
Property Name | Embassy Suites Nashville | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Nashville, Tennessee | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 82,207 | |
Rooms | Number | 208 | ||
Mortgage Debt Outstanding | [2] | $ 41,250 | |
Homewood Suites Austin [Member] | TEXAS [Member] | |||
Property Name | Homewood Suites Austin | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Austin, Texas | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 18,835 | |
Rooms | Number | 96 | ||
Mortgage Debt Outstanding | [2] | $ 10,602 | |
Townplace Suites Fort Worth [Member] | TEXAS [Member] | |||
Property Name | Townplace Suites Fort Worth | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Fort Worth, Texas | ||
Original Purchase Price | [1] | $ 11,242 | |
Rooms | Number | 95 | ||
Mortgage Debt Outstanding | [2] | $ 5,979 | |
Hampton Inn Houston [Member] | TEXAS [Member] | |||
Property Name | Hampton Inn Houston | ||
Date Acquired | [3] | Sep. 27, 2017 | |
Location | Houston, Texas | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 9,958 | |
Rooms | Number | 119 | ||
Mortgage Debt Outstanding | [2] | $ 4,366 | |
Residence Inn Houston Medical Center [Member] | |||
Original Purchase Price | $ 52,000 | ||
Residence Inn Houston Medical Center [Member] | TEXAS [Member] | |||
Property Name | Residence Inn Houston Medical Center | ||
Date Acquired | [4] | Apr. 29, 2019 | |
Location | Houston, Texas | ||
Ownership percentage | 100.00% | ||
Original Purchase Price | [1] | $ 52,000 | |
Rooms | Number | 182 | ||
Mortgage Debt Outstanding | [2] | $ 31,847 | |
[1] | Excludes closing costs and includes gain on acquisition. | ||
[2] | As of December 31, 2019. | ||
[3] | Property acquired on September 27, 2017 as a result of the merger of Moody National REIT I, Inc. ("Moody I") with and into the Company (the "Merger") and the merger of Moody National Operating Partnership I, L.P., the operating partnership of Moody I ("Moody I OP"), with and into the OP (the "Partnership Merger," and together with the Merger, the" Mergers"). | ||
[4] | Includes balance of $29.0 million for first mortgage loan and balance of $2.9 million for promissory note payable to seller of the Residence Inn Houston Medical Center in the original principal amount of $22.6 million. |
Investment in Hotel Propertie_2
Investment in Hotel Properties (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Real Estate [Abstract] | ||
Land | $ 76,936 | $ 70,456 |
Buildings and improvements | 338,729 | 297,680 |
Furniture, fixtures and equipment | 58,072 | 43,632 |
Total cost | 473,737 | 411,768 |
Accumulated depreciation | (32,712) | (18,628) |
Investment in hotel properties, net | $ 441,025 | $ 393,140 |
Investment in Hotel Propertie_3
Investment in Hotel Properties (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Assets acquired at fair value: | |||
Land | $ 76,936 | $ 70,456 | |
Building | 338,729 | 297,680 | |
Furniture, fixtures and equipment | 58,072 | 43,632 | |
Total cost | 473,737 | $ 411,768 | |
Purchase price consideration: | |||
Purchase price consideration | [1] | 451,771 | |
Residence Inn Houston [Member] | |||
Assets acquired at fair value: | |||
Land | 6,480 | ||
Building | 40,920 | ||
Furniture, fixtures and equipment | 4,600 | ||
Total cost | 52,000 | ||
Purchase price consideration: | |||
Cash | 350 | ||
Existing Loan | 29,100 | ||
Note payable to related party | 22,550 | ||
Purchase price consideration | $ 52,000 | ||
[1] | Excludes closing costs and includes gain on acquisition. |
Investment in Hotel Propertie_4
Investment in Hotel Properties (Details 3) - Residence Inn Houston [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 87,810 | $ 90,533 |
Net loss | (10,177) | (7,984) |
Net loss attributable to common shareholders | $ (9,845) | $ (7,675) |
Net loss per common share - basic and diluted | $ (0.82) | $ (0.80) |
Investment in Hotel Propertie_5
Investment in Hotel Properties (Details Narrative) - USD ($) $ in Thousands | Oct. 15, 2019 | Oct. 02, 2019 | Apr. 29, 2019 | Dec. 31, 2019 | Sep. 13, 2017 | ||
Purchase price consideration | [1] | $ 451,771 | |||||
Residence Inn Houston Medical Center [Member] | |||||||
Purchase price consideration | $ 52,000 | ||||||
Existing Loan | 28,180 | ||||||
Note payable to related party | $ 22,550 | $ 22,600 | |||||
Principal amount | $ 29,100 | ||||||
Interest rate | 5.00% | 5.00% | [2] | ||||
Debt instrument periodic payment | $ 2,000 | $ 170 | $ 7,800 | ||||
Mortgage loan | $ 29,100 | ||||||
Maturity date | Jun. 15, 2020 | Oct. 1, 2014 | Oct. 1, 2024 | [2] | |||
Late fees interest rate | 5.00% | 18.00% | |||||
Residence Inn Houston Medical Center [Member] | Advisor [Member] | |||||||
Acquisition fee | 2,002 | ||||||
Contingent acquisition fee | 1,222 | ||||||
Debt financing fee | $ 290 | ||||||
Residence Inn Houston Medical Center [Member] | Note Payable To Related Party [Member] | |||||||
Note payable to related party | $ 2,900 | ||||||
Date of acquisition | Apr. 29, 2019 | ||||||
Residence Inn Houston [Member] | |||||||
Purchase price consideration | $ 52,000 | ||||||
Existing Loan | 29,100 | ||||||
Note payable to related party | $ 22,550 | ||||||
Maximum [Member] | Residence Inn Houston Medical Center [Member] | Note Payable To Related Party [Member] | |||||||
Interest rate | 3.00% | ||||||
[1] | Excludes closing costs and includes gain on acquisition. | ||||||
[2] | Monthly payments of interest due and payable until October 2019. Monthly payments of principal and interest due and payable beginning in November 2019 until the maturity date. |
Notes Receivable from Related_2
Notes Receivable from Related Parties (Details Narrative) - USD ($) $ in Thousands | Aug. 21, 2015 | Dec. 31, 2019 | Dec. 31, 2018 |
Notes receivable from related parties | $ 0 | $ 6,750 | |
Interest receivable | 0 | 810 | |
Interest income on notes receivable from related parties | $ 264 | 8,649 | |
Fair value of notes receivable | $ 6,750 | ||
Unsecured Loan [Member] | Moody National DST Sponsor, LLC [Member] | |||
Face amount | $ 9,000 | ||
Notes receivable origination fee | 90 | ||
Notes receivable extension fee | $ 45 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Oct. 15, 2019 | Oct. 02, 2019 | Dec. 31, 2019 | Apr. 29, 2019 | Dec. 31, 2018 | ||
Short-term Debt [Line Items] | |||||||
Principal Amount | $ 241,896 | $ 230,636 | |||||
Less unamortized debt issuance costs | (3,293) | (3,462) | |||||
Total notes payable, net of unamortized debt issuance costs | 238,603 | 227,174 | |||||
Residence Inn Houston Medical Center [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [1] | $ 28,953 | |||||
Interest Rate | 5.00% | [1] | 5.00% | ||||
Maturity Date | Jun. 15, 2020 | Oct. 1, 2014 | Oct. 1, 2024 | [1] | |||
Residence Inn Austin [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 16,300 | 16,554 | ||||
Interest Rate | [2] | 4.58% | |||||
Maturity Date | [2] | Nov. 1, 2025 | |||||
Springhill Suites Seattle [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 44,165 | 44,884 | ||||
Interest Rate | [2] | 4.38% | |||||
Maturity Date | [2] | Oct. 1, 2026 | |||||
Homewood Suites Woodlands [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 8,915 | 9,066 | ||||
Interest Rate | [2] | 4.69% | |||||
Maturity Date | [2] | Apr. 11, 2025 | |||||
Hyatt Place Germantown [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 6,865 | 7,025 | ||||
Interest Rate | [2] | 4.30% | |||||
Maturity Date | [2] | May 6, 2023 | |||||
Hyatt Place North Charleston [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 7,019 | 7,158 | ||||
Interest Rate | [2] | 5.193% | |||||
Maturity Date | [2] | Aug. 1, 2023 | |||||
Hampton Inn Austin [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 10,493 | 10,687 | ||||
Interest Rate | [2] | 5.426% | |||||
Maturity Date | [2] | Jan. 6, 2024 | |||||
Residence Inn Grapevine [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 12,114 | 12,341 | ||||
Interest Rate | [2] | 5.25% | |||||
Maturity Date | [2] | Apr. 6, 2024 | |||||
Hilton Garden Inn Austin [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 18,080 | 18,401 | ||||
Interest Rate | [2] | 4.53% | |||||
Maturity Date | [2] | Dec. 11, 2024 | |||||
Hampton Inn Great Valley [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 7,861 | 7,994 | ||||
Interest Rate | [2] | 4.70% | |||||
Maturity Date | [2] | Apr. 11, 2025 | |||||
Embassy Suites Nashville [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 41,250 | 41,998 | ||||
Interest Rate | [2] | 4.2123% | |||||
Maturity Date | [2] | Jul. 11, 2025 | |||||
Homewood Suites Austin [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 10,602 | 10,778 | ||||
Interest Rate | [2] | 4.65% | |||||
Maturity Date | [2] | Aug. 11, 2025 | |||||
Hampton Inn Houston [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 4,366 | 4,480 | ||||
Interest Rate | [2] | 6.75% | |||||
Maturity Date | [2] | Apr. 28, 2023 | |||||
Term Loan [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [3] | 26,300 | |||||
Maturity Date | [3] | Sep. 27, 2019 | |||||
Description on interest rate | [3] | 30-day LIBOR plus 3.750% | |||||
Short Term Loan [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [4] | 12,970 | |||||
Maturity Date | [4] | Apr. 24, 2019 | |||||
Description on interest rate | [4] | 30-day LIBOR plus 2.50% | |||||
Marriott Courtyard Lyndhurst [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 18,934 | |||||
Interest Rate | [2] | 4.70% | |||||
Maturity Date | [2] | Sep. 27, 2024 | |||||
Townplace Suites Fort Worth [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal Amount | [2] | $ 5,979 | |||||
Interest Rate | [2] | 4.70% | |||||
Maturity Date | [2] | Sep. 27, 2024 | |||||
[1] | Monthly payments of interest due and payable until October 2019. Monthly payments of principal and interest due and payable beginning in November 2019 until the maturity date. | ||||||
[2] | Monthly payments of principal and interest are due and payable until the maturity date. | ||||||
[3] | Monthly payments of principal and interest are due and payable until the maturity date. On October 24, 2018, the maturity date of the Term Loan was extended to September 27, 2019. All unpaid principal and interest thereon was repaid in full on September 27, 2019, the maturity date. | ||||||
[4] | Monthly payments of principal and interest were due and payable until the maturity date. All unpaid principal and interest thereon was repaid in full on April 24, 2019, the maturity date. |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Dec. 31, 2019USD ($) |
Maturities of notes payable for the year ending December 31, | |
2020 | $ 4,567 |
2021 | 4,870 |
2022 | 5,108 |
2023 | 21,597 |
2024 | 89,112 |
Thereafter | 116,642 |
Total | $ 241,896 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Oct. 24, 2018 | Oct. 24, 2018 | Nov. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 27, 2017 |
Principal amount | $ 241,896 | ||||||
Fair value of notes payable | $ 241,900 | $ 231,000 | |||||
Term Loan Agreement [Member] | |||||||
Principal amount | $ 26,500 | $ 26,500 | |||||
Gross offering proceeds required quarterly | $ 10,000 | ||||||
Frequency of periodic payment | monthly | ||||||
Principal payments of operating partnership consolidated net cash flows | 50.00% | ||||||
Principal payment | $ 100 | ||||||
Periodic payment | 1,500 | $ 1,500 | |||||
OP [Member] | Term Loan Agreement [Member] | |||||||
Face amount | $ 70,000 | ||||||
Minimum [Member] | Term Loan Agreement [Member] | |||||||
Basis spread interest rate | 2.75% | ||||||
Maximum [Member] | Term Loan Agreement [Member] | |||||||
Basis spread interest rate | 3.75% | ||||||
Green Bank, N.A [Member] | Promissory Note [Member] | |||||||
Principal amount | $ 16,000 | $ 16,000 | |||||
Frequency of periodic payment | monthly | ||||||
Basis spread interest rate | 2.50% | ||||||
Principal payments of operating partnership consolidated net cash flows | 50.00% | ||||||
Periodic payment | $ 1,500 | ||||||
Maturity date | Apr. 24, 2019 |
Equity (Details)
Equity (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Shares Outstanding | 13,251,000 | 10,636,000 |
Class A Shares [Member] | ||
Shares Outstanding | 12,640,000 | |
Class T Shares [Member] | ||
Shares Outstanding | 457,000 | |
Class I Shares [Member] | ||
Shares Outstanding | 154,000 |
Equity (Details 1)
Equity (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | ||||||||||
Cash Distribution | $ 4,225 | $ 4,097 | $ 3,858 | $ 3,517 | $ 3,437 | $ 3,241 | $ 3,039 | $ 3,218 | $ 15,697 | $ 12,935 |
Distribution Paid Pursuant to DRIP | 1,348 | 1,302 | 1,228 | 1,121 | 1,087 | 1,034 | 963 | 634 | 4,999 | 3,718 |
Total Amount of Distribution | $ 5,573 | $ 5,399 | $ 5,086 | $ 4,638 | $ 4,524 | $ 4,275 | $ 4,002 | $ 3,852 | $ 20,696 | $ 16,653 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 15, 2014 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 26, 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 | $ 60,979 | $ 41,915 | ||
Share Price (in dollars per share) | $ 23.32 | $ 23.32 | ||
Common stock, shares issued | 13,251,000 | 10,636,000 | ||
Common stock, shares outstanding | 13,251,000 | 10,636,000 | ||
Outstanding shares of restricted stock | 55,000 | |||
Distribution paid (in dollars per share) | $ 0.00480 | $ 0.00480 | ||
Annualized distribution rate | $ 1.7528 | $ 1.7528 | ||
Noncontrolling interest in operating partnership | $ 4,313 | $ 5,199 | ||
Ownership units | 316,000 | |||
Income (loss) attributable to noncontrolling interest in operating partnership | $ (332) | $ (309) | ||
Class A Shares [Member] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | |||
Common stock, shares outstanding | 12,640,000 | |||
Initial Public Offering [Member] | ||||
Issuance of common stock, net of offering costs (in shares) | 6,100,000 | |||
Initial Public Offering [Member] | Class A Shares [Member] | ||||
Issuance of common stock, net of offering costs (in shares) | 9,800,000 | |||
Issuance of common stock in connection with Merger (in shares) | 3,400,000 | |||
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 |
Related Party Arrangements (Det
Related Party Arrangements (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 12 Months Ended | |
Jan. 16, 2019 | Jun. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Value of shares purchased | $ 60,979 | $ 41,915 | ||
Operating expenses reimbursable | 1,300 | |||
Operating expenses | 6,400 | |||
Notes receivable from related parties | 6,750 | |||
The Company [Member] | ||||
Operating expenses | 5,100 | |||
Advisor [Member] | ||||
Special partnership interest | 1 | |||
Payments for commissions | 8,800 | |||
Dealer manager fees | $ 7,600 | |||
Percent of organization and offering costs | 15.00% | |||
Total offering costs | $ 20,600 | |||
Offering cost directly incurred by company | 12,300 | |||
Offering cost reimbursed to advisor | 8,300 | |||
Payable to advisor for offering costs | $ 286,000 | |||
Percentage of acquisition fee | 3.85% | |||
Percentage of base acquisition fee | 1.50% | |||
Percentage of contingent advisor payment | 2.35% | |||
Debt financing fee percentage | 1.00% | |||
Debt financing fee refinanced percentage | 0.75% | |||
Asset management fee percentage | 1.00% | |||
Advisor expense reimbursement - alternative 1 | 2.00% | |||
Advisor expense reimbursement - alternative 2 | 25.00% | |||
Operating expenses reimbursable | $ 106,000 | |||
Operating expenses | 1,300 | |||
Advisor [Member] | Asset Management [Member] | ||||
Property manager property management fees | 4,500 | 4,200 | ||
Advisor [Member] | Initial Public Offering [Member] | ||||
Total offering costs | 18,300 | |||
Offering cost directly incurred by company | 12,300 | |||
Offering cost reimbursed to advisor | 6,000 | |||
Advisor [Member] | Follow-On Offering [Member] | ||||
Total offering costs | 2,300 | |||
Offering cost directly incurred by company | 0 | |||
Offering cost reimbursed to advisor | $ 2,300 | |||
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] | Moody National REIT I, Inc [Member] | ||||
Acquisition fee | $ 2,000 | 2,000 | ||
Base acquisition fee | 780 | 780 | ||
Contingent acquisition fee | 1,200 | 0 | ||
financing coordination fees | 478 | 0 | ||
Moody Securities [Member] | ||||
Percentage of selling commissions on gross offering | 7.00% | |||
Percentage of dealers manager fee on gross offering | 6.00% | |||
Payments for commissions | 9,400 | |||
Dealer manager fees | $ 2,100 | |||
Moody Securities [Member] | Class A Shares [Member] | ||||
Percentage of selling commissions on gross offering | 7.00% | 3.00% | ||
Percentage of dealers manager fee on gross offering | 3.00% | 2.50% | ||
Moody National Hospitality Management, LLC - Property Manager (Member] | ||||
Monthly hotel management fee percentage | 4.00% | |||
Accounting fees | $ 438,000 | 420,000 | ||
Percentage of annual incentive fee | 15.00% | |||
Agreement term | 10 years | |||
Moody National Hospitality Management, LLC - Property Manager (Member] | Management And Administrative Service [Member] | ||||
Property manager property management fees | $ 3,400 | $ 3,200 |
Incentive Award Plan (Details)
Incentive Award Plan (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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 | 7,500 | 11,250 |
Shares vested | (10,000) | (13,750) |
Balance of non-vested shares at end | 7,500 | 7,500 |
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 | $ 23.19 | $ 27.82 |
Shares vested | 23.22 | 26.98 |
Balance of non-vested shares at end | $ 23.32 | $ 23.19 |
August 13, 2018 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 | $ 23.19 | |
August 5, 2019 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 | $ 23.32 |
Incentive Award Plan (Details N
Incentive Award Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 235 | $ 361 |
Restricted Stock [Member] | Incentive Award Plan and Independent Directors Compensation Plan [Member] | ||
Shares available for issuance | 1,955,000 | |
Board of Directors [Member] | Restricted Stock [Member] | Independent Directors Compensation Plan [Member] | ||
Entitlement number of shares issued, minimum offering exceeds certain specified limit | 5,000 | |
Minimum offering amount threshold | $ 2,000 | |
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 | $ 235 | $ 361 |
Nonvested of restricted stock common stock | 7,500 | |
Unrecognized compensation expense | $ 129 |
Subordinated Participation In_2
Subordinated Participation Interest (Details Narrative) | Dec. 31, 2019 |
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 Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Property improvement plan | $ 190 | $ 1,239 |
Real estate taxes | 3,040 | 2,894 |
Insurance | 235 | 231 |
Hotel furniture and fixtures | 3,283 | 4,178 |
Debt service | 939 | 764 |
Seasonality | 888 | 883 |
Rent holdback | 15 | 15 |
Immediate repairs | 55 | |
Total restricted cash | $ 8,645 | $ 10,204 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - Moody National REIT I, Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Franchise fees | $ 7,400 | $ 6,600 |
Minimum [Member] | ||
Term of franchise agreements | 10 years | |
Royalty fees on room revenue | 3.00% | |
Additional franchise fees on room revenue | 1.50% | |
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 ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Components of income tax expense | ||
Current expense | $ 183 | $ 158 |
Deferred benefit | (2,112) | (1,194) |
Valuation provision for deferred benefit | 2,112 | 1,194 |
Total expense, net | 183 | 158 |
Income tax by jurisdiction | ||
Federal | (2,112) | (1,194) |
Valuation provision for federal taxes | 2,112 | 1,194 |
State | 183 | 158 |
Total tax expense (benefit) | $ 183 | $ 158 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation | ||
Expected federal tax benefit at statutory rate | $ (2,676) | $ (1,998) |
Tax impact of REIT election | 2,859 | 2,156 |
Total expense, net | $ 183 | $ 158 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | $ 6,000 | |
Deferred tax assets | 2,300 | $ 2,300 |
Deferred tax assets, valuation allowance | 3,300 | $ 1,200 |
TRS [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | 26,700 | |
TRS [Member] | Moody National REIT I, Inc [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | $ 7,300 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | Mar. 15, 2020 | Feb. 15, 2020 | Jan. 15, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 29, 2020 | Jan. 31, 2020 |
Distributions paid in cash | $ 1,550 | $ 2,692 | |||||
Common stock issued by DRP | $ 4,999 | $ 3,718 | |||||
Subsequent Event [Member] | |||||||
Distributions declared | $ 2,000 | $ 1,900 | $ 2,000 | ||||
Distributions paid in cash | $ 1,400 | $ 1,500 | 1,500 | ||||
Common stock issued by DRP | $ 500,000 | $ 500,000 | $ 500,000 |
SCHEDULE III REAL ESTATE ASSE_2
SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Encumbrances | $ 244,790 | ||||
Initial Cost of land | 76,936 | ||||
Initial Cost of building, improvements and FF&E | 374,835 | ||||
Gross initial cost | 451,771 | ||||
Cost Capitalized Subsequent to Aquisition | 21,966 | ||||
Carrying amount of land | 76,936 | ||||
Carrying amount of building, improvements and FF&E | 396,801 | ||||
Gross carrying amount | 473,737 | [1] | $ 411,768 | $ 403,180 | |
Accumulated Depreciation and Amortization | $ 32,712 | $ 18,628 | $ 6,545 | ||
Homewood Suites Woodlands [Member] | |||||
Description | Homewood Suites Woodlands | ||||
Location | The Woodlands, Texas | ||||
Ownership percentage | 100.00% | ||||
Encumbrances | $ 8,915 | ||||
Initial Cost of land | 2,828 | ||||
Initial Cost of building, improvements and FF&E | 14,528 | ||||
Gross initial cost | 17,356 | ||||
Cost Capitalized Subsequent to Aquisition | 340 | ||||
Carrying amount of land | 2,828 | ||||
Carrying amount of building, improvements and FF&E | 14,868 | ||||
Gross carrying amount | [1] | 17,696 | |||
Accumulated Depreciation and Amortization | $ 1,226 | ||||
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 | $ 6,865 | ||||
Initial Cost of land | 1,874 | ||||
Initial Cost of building, improvements and FF&E | 14,200 | ||||
Gross initial cost | 16,074 | ||||
Cost Capitalized Subsequent to Aquisition | 648 | ||||
Carrying amount of land | 1,874 | ||||
Carrying amount of building, improvements and FF&E | 14,848 | ||||
Gross carrying amount | [1] | 16,722 | |||
Accumulated Depreciation and Amortization | $ 1,191 | ||||
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 | $ 7,019 | ||||
Initial Cost of land | 783 | ||||
Initial Cost of building, improvements and FF&E | 13,023 | ||||
Gross initial cost | 13,806 | ||||
Cost Capitalized Subsequent to Aquisition | 615 | ||||
Carrying amount of land | 783 | ||||
Carrying amount of building, improvements and FF&E | 13,638 | ||||
Gross carrying amount | [1] | 14,421 | |||
Accumulated Depreciation and Amortization | $ 1,092 | ||||
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 | $ 10,493 | ||||
Initial Cost of land | 4,329 | ||||
Initial Cost of building, improvements and FF&E | 14,999 | ||||
Gross initial cost | 19,328 | ||||
Cost Capitalized Subsequent to Aquisition | 293 | ||||
Carrying amount of land | 4,329 | ||||
Carrying amount of building, improvements and FF&E | 15,292 | ||||
Gross carrying amount | [1] | 19,621 | |||
Accumulated Depreciation and Amortization | $ 1,427 | ||||
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 | $ 12,114 | ||||
Initial Cost of land | 2,028 | ||||
Initial Cost of building, improvements and FF&E | 23,217 | ||||
Gross initial cost | 25,245 | ||||
Cost Capitalized Subsequent to Aquisition | 568 | ||||
Carrying amount of land | 2,028 | ||||
Carrying amount of building, improvements and FF&E | 23,785 | ||||
Gross carrying amount | [1] | 25,813 | |||
Accumulated Depreciation and Amortization | $ 1,913 | ||||
Original Date of Construction | Jan. 1, 2007 | ||||
Date Acquired | Sep. 27, 2017 | ||||
Marriott Courtyard Lyndhurst [Member] | |||||
Description | Marriott Courtyard Lyndhurst | ||||
Location | Lyndhurst, New Jersey | ||||
Encumbrances | $ 18,934 | ||||
Initial Cost of land | 2,663 | ||||
Initial Cost of building, improvements and FF&E | 36,884 | ||||
Gross initial cost | 39,547 | ||||
Cost Capitalized Subsequent to Aquisition | 369 | ||||
Carrying amount of land | 2,663 | ||||
Carrying amount of building, improvements and FF&E | 37,253 | ||||
Gross carrying amount | [1] | 39,916 | |||
Accumulated Depreciation and Amortization | $ 2,988 | ||||
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 | $ 18,080 | ||||
Initial Cost of land | 9,058 | ||||
Initial Cost of building, improvements and FF&E | 20,230 | ||||
Gross initial cost | 29,288 | ||||
Cost Capitalized Subsequent to Aquisition | 526 | ||||
Carrying amount of land | 9,058 | ||||
Carrying amount of building, improvements and FF&E | 20,756 | ||||
Gross carrying amount | [1] | 29,814 | |||
Accumulated Depreciation and Amortization | $ 1,945 | ||||
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 | $ 7,861 | ||||
Initial Cost of land | 1,730 | ||||
Initial Cost of building, improvements and FF&E | 13,555 | ||||
Gross initial cost | 15,285 | ||||
Cost Capitalized Subsequent to Aquisition | 1,732 | ||||
Carrying amount of land | 1,730 | ||||
Carrying amount of building, improvements and FF&E | 15,287 | ||||
Gross carrying amount | [1] | 17,017 | |||
Accumulated Depreciation and Amortization | $ 1,570 | ||||
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 | $ 41,250 | ||||
Initial Cost of land | 14,805 | ||||
Initial Cost of building, improvements and FF&E | 67,402 | ||||
Gross initial cost | 82,207 | ||||
Cost Capitalized Subsequent to Aquisition | 4,160 | ||||
Carrying amount of land | 14,805 | ||||
Carrying amount of building, improvements and FF&E | 71,562 | ||||
Gross carrying amount | [1] | 86,367 | |||
Accumulated Depreciation and Amortization | $ 5,532 | ||||
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 | $ 10,602 | ||||
Initial Cost of land | 4,218 | ||||
Initial Cost of building, improvements and FF&E | 14,617 | ||||
Gross initial cost | 18,835 | ||||
Cost Capitalized Subsequent to Aquisition | 792 | ||||
Carrying amount of land | 4,218 | ||||
Carrying amount of building, improvements and FF&E | 15,409 | ||||
Gross carrying amount | [1] | 19,627 | |||
Accumulated Depreciation and Amortization | $ 1,461 | ||||
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 | ||||
Encumbrances | $ 5,979 | ||||
Initial Cost of land | 4,240 | ||||
Initial Cost of building, improvements and FF&E | 7,002 | ||||
Gross initial cost | 11,242 | ||||
Cost Capitalized Subsequent to Aquisition | 71 | ||||
Carrying amount of land | 4,240 | ||||
Carrying amount of building, improvements and FF&E | 7,073 | ||||
Gross carrying amount | [1] | 11,313 | |||
Accumulated Depreciation and Amortization | $ 719 | ||||
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 | $ 4,366 | ||||
Initial Cost of land | 3,550 | ||||
Initial Cost of building, improvements and FF&E | 6,408 | ||||
Gross initial cost | 9,958 | ||||
Cost Capitalized Subsequent to Aquisition | 3,340 | ||||
Carrying amount of land | 3,550 | ||||
Carrying amount of building, improvements and FF&E | 9,748 | ||||
Gross carrying amount | [1] | 13,298 | |||
Accumulated Depreciation and Amortization | $ 1,137 | ||||
Original Date of Construction | Jan. 1, 1995 | ||||
Date Acquired | Sep. 27, 2017 | ||||
Residence Inn Houston Medical Center [Member] | |||||
Description | Residence Inn Houston Medical Center | ||||
Location | Houston, Texas | ||||
Ownership percentage | 100.00% | ||||
Encumbrances | $ 31,847 | ||||
Initial Cost of land | 6,480 | ||||
Initial Cost of building, improvements and FF&E | 45,520 | ||||
Gross initial cost | 52,000 | ||||
Cost Capitalized Subsequent to Aquisition | 17 | ||||
Carrying amount of land | 6,480 | ||||
Carrying amount of building, improvements and FF&E | 45,537 | ||||
Gross carrying amount | [1] | 52,017 | |||
Accumulated Depreciation and Amortization | $ 1,039 | ||||
Original Date of Construction | Jan. 1, 2019 | ||||
Date Acquired | Apr. 29, 2019 | ||||
Residence Inn Austin [Member] | |||||
Description | Residence Inn Austin | ||||
Location | Austin, Texas | ||||
Ownership percentage | 100.00% | ||||
Encumbrances | $ 16,300 | ||||
Initial Cost of land | 4,310 | ||||
Initial Cost of building, improvements and FF&E | 23,190 | ||||
Gross initial cost | [2] | 27,500 | |||
Cost Capitalized Subsequent to Aquisition | 161 | ||||
Carrying amount of land | 4,310 | ||||
Carrying amount of building, improvements and FF&E | 23,351 | ||||
Gross carrying amount | [1] | 27,661 | |||
Accumulated Depreciation and Amortization | $ 2,996 | ||||
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 | $ 44,165 | ||||
Initial Cost of land | 14,040 | ||||
Initial Cost of building, improvements and FF&E | 60,060 | ||||
Gross initial cost | 74,100 | ||||
Cost Capitalized Subsequent to Aquisition | 8,334 | ||||
Carrying amount of land | 14,040 | ||||
Carrying amount of building, improvements and FF&E | 68,394 | ||||
Gross carrying amount | [1] | 82,434 | |||
Accumulated Depreciation and Amortization | $ 6,476 | ||||
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 $429 million as of December 31, 2019. | ||||
[2] | Includes gain on acquisition of hotel property of $2.0 million. |
SCHEDULE III REAL ESTATE ASSE_3
SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Real Estate [Roll Forward] | |||
Gross carrying amount, beginning | $ 411,768 | $ 403,180 | |
Acquisitions | 52,000 | ||
Improvements and additions | 9,969 | 8,588 | |
Gross carrying amount, ending | 473,737 | [1] | 411,768 |
Accumulated Depreciation [Roll Forward] | |||
Accumulated depreciation, beginning | 18,628 | 6,545 | |
Depreciation | 14,084 | 12,083 | |
Accumulated depreciation, ending | $ 32,712 | $ 18,628 | |
[1] | The aggregate cost of real estate for federal income tax purposes was $429 million as of December 31, 2019. |
SCHEDULE III REAL ESTATE ASSE_4
SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Tax basis cost of real estate | $ 429,000 |
Residence Inn Austin [Member] | |
Gain on acquisition of hotel property | $ 2,000 |