Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 05, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55778 | |
Entity Registrant Name | MOODY NATIONAL REIT II, INC. | |
Entity Central Index Key | 0001615222 | |
Entity Tax Identification Number | 47-1436295 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 6363 Woodway Drive | |
Entity Address, Address Line Two | Suite 110 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77057 | |
City Area Code | 713 | |
Local Phone Number | 977-7500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,635,429 | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 12,995,645 | |
Common Class I [Member] | ||
Entity Common Stock, Shares Outstanding | 159,092 | |
Common Class T [Member] | ||
Entity Common Stock, Shares Outstanding | 480,692 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Investments in hotel properties, net | $ 416,637 | $ 427,801 |
Cash and cash equivalents | 7,723 | 4,642 |
Restricted cash | 7,891 | 5,860 |
Investment in marketable securities | 0 | 2,037 |
Accounts receivable, net of allowance for doubtful accounts of $35 at September 30, 2021 and December 31, 2020 | 1,243 | 568 |
Prepaid expenses and other assets | 2,874 | 3,024 |
Deferred franchise costs, net of accumulated amortization of $362 and $300 at September 30, 2021 and December 31, 2020, respectively | 705 | 767 |
Total Assets | 437,073 | 444,699 |
Liabilities: | ||
Notes payable, net of unamortized debt issuance costs of $2,107 and $2,614 as of September 30, 2021 and December 31, 2020, respectively | 234,734 | 237,516 |
Notes payable to related party | 20,933 | |
Accounts payable and accrued expenses | 16,979 | 17,360 |
Due to related parties, net | 5,210 | 8,461 |
Dividends payable | 70 | 70 |
Total Liabilities | 277,926 | 263,407 |
Special Limited Partnership Interests | 1 | 1 |
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, 13,635 and 13,630 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 136 | 136 |
Additional paid-in capital | 305,543 | 305,446 |
Accumulated deficit | (149,424) | (127,686) |
Total stockholders’ equity | 156,255 | 177,896 |
Noncontrolling interests in Operating Partnership | 2,891 | 3,395 |
Total Equity | 159,146 | 181,291 |
TOTAL LIABILITIES AND EQUITY | $ 437,073 | $ 444,699 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 35 | $ 35 |
Accumulated amortization, deferred franchise costs | 362 | 300 |
Unamortized debt issuance costs, note payable | $ 2,107 | $ 2,614 |
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 | 13,635 | 13,630 |
Common stock, outstanding | 13,635 | 13,630 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||
Total hotel revenue | $ 16,323 | $ 9,176 | $ 40,878 | $ 30,885 |
Interest and dividend income | 3 | 1 | 10 | |
Total revenue | 16,323 | 9,179 | 40,879 | 30,895 |
Expenses | ||||
Hotel operating expenses | 10,790 | 7,871 | 29,581 | 25,588 |
Property taxes, insurance and other | 1,276 | 1,623 | 4,720 | 5,158 |
Depreciation and amortization | 3,872 | 3,852 | 11,606 | 11,539 |
Corporate general and administrative | 1,618 | 1,662 | 5,372 | 4,951 |
Total expenses | 17,556 | 15,008 | 51,279 | 47,236 |
Operating loss | (1,233) | (5,829) | (10,400) | (16,341) |
Other expenses (income) | ||||
Interest expense and amortization of debt issuance costs | 6,149 | 3,011 | 12,021 | 9,049 |
Loss on sale of marketable securities | 0 | 0 | 245 | 440 |
Unrealized (gain) loss on change in fair value of investment in marketable securities | 0 | 205 | (397) | 2,231 |
Total other expenses | 6,149 | 3,216 | 11,869 | 11,720 |
Loss before income taxes | (7,382) | (9,045) | (22,269) | (28,061) |
Income tax expense (benefit) | 43 | 28 | (27) | 65 |
Net loss | (7,425) | (9,073) | (22,242) | (28,126) |
Loss attributable to noncontrolling interests in Operating Partnership | 168 | 206 | 504 | 641 |
Net loss attributable to common stockholders | $ (7,257) | $ (8,867) | $ (21,738) | $ (27,485) |
Per-share information – basic and diluted: | ||||
Net loss attributable to common stockholders | $ (0.53) | $ (0.65) | $ (1.59) | $ (2.03) |
Dividends declared | $ 0 | $ 0 | $ 0 | $ 0.28 |
Weighted average common shares outstanding | 13,635 | 13,630 | 13,635 | 13,563 |
Occupancy [Member] | ||||
Revenue | ||||
Total hotel revenue | $ 15,272 | $ 8,581 | $ 38,288 | $ 28,810 |
Hotel, Other [Member] | ||||
Revenue | ||||
Total hotel revenue | $ 1,051 | $ 595 | $ 2,590 | $ 2,075 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY (unaudited) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2020 | $ 181,291 | $ 136 | $ 305,446 | $ (127,686) | $ 3,395 | |
Beginning balance (in shares) at Dec. 31, 2020 | 13,630,000 | |||||
Beginning balance (in units) at Dec. 31, 2020 | 316,000 | |||||
Stock-based compensation | 97 | 97 | ||||
Stock-based compensation (in shares) | 5,000 | |||||
Net loss | (22,242) | (21,738) | (504) | |||
Ending balance at Sep. 30, 2021 | $ 159,146 | $ 136 | 305,543 | (149,424) | $ 2,891 | |
Ending balance (in shares) at Sep. 30, 2021 | 13,635,000 | |||||
Ending balance (in units) at Sep. 30, 2021 | 316,037 | 316,000 | ||||
Beginning balance at Jun. 30, 2021 | $ 166,539 | $ 136 | 305,511 | (142,167) | $ 3,059 | |
Beginning balance (in shares) at Jun. 30, 2021 | 13,635,000 | |||||
Beginning balance (in units) at Jun. 30, 2021 | 316,000 | |||||
Stock-based compensation | 32 | 32 | ||||
Stock-based compensation (in shares) | ||||||
Net loss | (7,425) | (7,257) | (168) | |||
Ending balance at Sep. 30, 2021 | $ 159,146 | $ 136 | $ 305,543 | $ (149,424) | $ 2,891 | |
Ending balance (in shares) at Sep. 30, 2021 | 13,635,000 | |||||
Ending balance (in units) at Sep. 30, 2021 | 316,037 | 316,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (22,242) | $ (28,126) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 11,606 | 11,539 |
Amortization of debt issuance costs | 507 | 509 |
Loss on sale of marketable securities | 245 | 440 |
Unrealized (gain) loss on change in fair value of investment in marketable securities | (397) | 2,231 |
Stock-based compensation | 97 | 129 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (675) | (1) |
Prepaid expenses and other assets | 150 | (341) |
Accounts payable and accrued expenses | (381) | 4,141 |
Due to related parties | (3,251) | 4,828 |
Net cash used in operating activities | (14,341) | (4,651) |
Cash flows from investing activities | ||
Investment in marketable securities | (961) | |
Proceeds from the sale of marketable securities | 2,188 | 1,954 |
Improvements and additions to hotel properties | (379) | (2,084) |
Net cash provided by (used in) investing activities | 1,809 | (1,091) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 10,259 | |
Redemptions of common stock | (2,748) | |
Offering costs paid | (102) | |
Dividends paid | (4,404) | |
Operating partnership distributions paid | (138) | |
Repayment of notes payable | (3,289) | (1,517) |
Proceeds from notes payable to related party | 20,933 | |
Repayment of notes payable to related party | (2,894) | |
Net cash provided by (used in) financing activities | 17,644 | (1,544) |
Net change in cash and cash equivalents and restricted cash | 5,112 | (7,286) |
Cash and cash equivalents and restricted cash at beginning of period | 10,502 | 15,948 |
Cash and cash equivalents and restricted cash at end of period | 15,614 | 8,662 |
Supplemental Disclosure of Cash Flow Activity | ||
Interest paid | 11,662 | 4,387 |
Income tax paid | 141 | 2 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Increase in accrued offering costs due to related party | 427 | |
Issuance of common stock from dividend reinvestment plan | 1,392 | |
Dividends payable | $ 70 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization As discussed in Note 5, “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 September 30, 2021, the Company owned interests in fifteen hotel properties located in six states comprising a total of 2,123 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 1 100 On June 26, 2017, the Company reallocated the Company’s shares of common stock as Class A common stock, $ 0.01 0.01 0.01 0.01 provided, however On January 18, 2018, the Company filed a registration statement on Form S-11 (Registration No. 333-222610) registering $ 990 The Company’s follow-on public offering was terminated (including pursuant to the DRP) effective as of March 25, 2020 due to the impact that the COVID-19 pandemic is having and is expected to continue to have in the Company’s hotel properties. The Company accepted investors’ subscriptions for and issued an aggregate of 10.2 567,000 234.6 4.1 352,000 87.2 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 1,000 COVID-19 Pandemic The global COVID-19 pandemic has had, and is expected to continue to have, a significant adverse effect on the Company’s financial condition and operating results. Since its discovery in December 2019, COVID-19 has spread globally, including to every state in the United States. The spread of COVID-19 has been declared a pandemic by the World Health Organization and in the United States the Health and Human Services Secretary has declared a public health emergency with respect to COVID-19 Although vaccines for COVID-19 are being made available to the general public in the United States and around the world, it will take time for the distribution of vaccines to materially affect the spread of the virus and the outbreak could have a continued adverse impact on economic and market conditions despite the distribution of vaccines. The length and severity of the pandemic will be worsened to the extent that a significant portion of the population, in the United States and globally, is reluctant to be vaccinated, fails to complete required multi-step vaccination protocol or is unable to become vaccinated due to shortages in vaccine supply or suspensions in the distribution of vaccines due to safety concerns or other issues. The length of the pandemic is also dependent upon the degree to which more contagious variants of the virus continue to spread, particularly among areas of the country in which overall full vaccination rates are relatively low, and overall rates of new COVID-19 cases continue to rise. Further, new and worsening outbreaks of COVID-19 in other countries may impact global vaccine supplies and lead to the emergence of new variants of the virus which are more contagious, more deadly or against which currently available vaccines are less effective. COVID-19 has dramatically reduced travel, which has had an unprecedented adverse impact on the hotel industry. As a result, the COVID-19 pandemic has had, and is expected to continue to have, a significant adverse effect on the operating results of the Company’s hotel properties, which depend primarily upon revenues driven by business and leisure travel, and on the Company’s business, financial performance and operating results. Since March 2020, the Company has experienced a significant decline in bookings, occupancy and revenues across the Company’s hotel properties, which the Company expects to continue for an indefinite period of time. The Company’s hotel properties have operated at a property net operating loss since the outbreak of COVID-19, which has had an adverse impact on the Company’s results of operations and cash flow from operations. In addition, the Company has reduced certain services and amenities at the Company’s hotel properties. Although all of the Company’s hotel properties are currently open and operational, the Company may be required, or elect, to temporarily suspend operations at one or more of the Company’s hotel properties in the future depending on the length and severity of the COVID-19 pandemic and its related effects. If operations at any of the Company’s hotel properties are suspended, the Company cannot give any assurance as to when operations at such hotel properties will resume at a full or reduced level. Each of the Company’s hotel properties is subject to a mortgage loan secured by the Company’s ownership interest in the property. If the Company is unable to service the mortgage loan secured by a hotel property due to decreased revenues generated by such property, the lender with respect to such mortgage loan may initiate foreclosure procedures with respect to the property or initiate other available remedies. As of the date of this Quarterly Report, the Company is not current with respect to the payments due under certain of the mortgage loans secured by the Company’s hotel properties and are engaged in discussions regarding modification of the terms of such mortgage loans with the lenders and other accommodations. As discussed in Note 4, “Debt,” certain of the Company’s lenders have already agreed to limited loan modifications, including temporary deferrals of interest and principal payments and agreements to forbear the enforcement of default remedies available under the terms of the loan documents. As of the date of this Quarterly Report, no lenders have accelerated the maturity of any of the loans secured by the Company’s properties or initiated foreclosure procedures with respect to any of the Company’s properties. In accordance with local government recommendations and guidance, many of the employees of the Advisor have been working remotely since March 2020. Although the Advisor has implemented protocols for remote work and is leveraging technology to ensure that its employees remain connected and productive, there can be no guarantee that such work conditions will not have an adverse impact on the ability of the Advisor to effectively perform its duties. In response to the COVID-19 pandemic, the Company terminated its public offering of common stock (including pursuant to the DRP), effective as of March 2020. The Company is not currently raising capital through the sale of its securities and the Company does not intend to begin to do so in the near term. The Company has also indefinitely suspended the payment of distributions to stockholders effective as of March 2020 and the operation of the Company’s share repurchase program effective as of April 2020. The Board and the Company’s management continue to evaluate the Company’s financial condition and the overall economic environment to determine if and when the Company will seek to resume raising capital, resume the payment of distributions and reinstate the Company’s share repurchase program. Specifically, the Board, in consultation with management, will continue to monitor the Company’s operations and intends to resume distributions at a time and level determined to be prudent in relation to the Company’s other cash requirements or in order to maintain the Company’s REIT status for federal income tax purposes. However, it is impossible to predict if or when the Company will be able to resume the payment of distributions or return to normal operations. The COVID-19 pandemic is a continually evolving situation that presents material uncertainty and risk. The extent and duration of the impacts of COVID-19 on the Company’s business, financial condition, results of operations and cash flows is dependent on future developments that are highly uncertain and cannot be accurately predicted at this time, including without limitation the scope, severity and duration of the pandemic, the extent and effectiveness of the actions taken to contain the pandemic or mitigate its impact, the speed of the development and distribution of vaccines for COVID-19 and the efficacy and availability of such vaccines, the extent to which the general population is willing to be vaccinated, the effectiveness of currently available vaccines against emerging variants of COVID-19, the potential for hotel closures that may be mandated or advisable, whether based on increased COVID-19 cases, new variants or other factors, the reduction or reversal of previously implemented containment measures in certain states and cities, and the direct and indirect economic effects of the pandemic. As a result, the Company cannot provide an estimate of the overall impact of COVID-19 on the Company’s business, financial condition, results of operations and cash flows or when, if at all, the Company will be able to resume pre-COVID-19 levels of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements include its accounts and the accounts of its subsidiaries over which it has control. All intercompany balances and transactions are eliminated in consolidation. 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 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 September 30, 2021, total offering costs for the initial public offering and the follow-on offering were $ 21.1 12.3 8.8 18.4 12.3 6.1 2.7 million 0 2.7 million 0 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 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 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 September 30, 2021. 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 2016 through 2020 remaining subject to examination by various federal and state tax jurisdictions. For more information, see Note 10, “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 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 notes payable, see Note 4, “Debt.” Concentration of Risk As of September 30, 2021, 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 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 Useful Lives (years) Buildings and improvements 39 40 Exterior improvements 10 20 Furniture, fixtures and equipment 5 10 Impairments The Company monitors events and changes in circumstances indicating that the carrying amount of a hotel property may not be recoverable. When such events or changes in circumstances are present, the Company assesses potential impairment by comparing estimated future undiscounted cash flows expected to be generated over the life of the asset from operating activities and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted cash flows, the Company recognizes an impairment loss to adjust the carrying amount of the asset to estimated fair value for assets held for use and fair value less costs to sell for assets held for sale. There were no such impairment losses for the three and nine months ended September 30, 2021 and 2020. 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 $ 0 2.0 0 205,000 397,000 2.2 million 0 245,000 440,000 Dividend income is recognized when earned. For the three months ended September 30, 2021 and 2020, dividend income of $ 0 3,000 1,000 9,000 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. 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 $ 362,000 $300,000 Expected future amortization of deferred franchise costs Years Ending December 31, 2021 $ 21 2022 82 2023 77 2024 77 2025 77 Thereafter 371 Total $ 705 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 $ 5.2 4.7 Expected future amortization of debt issuance costs Years Ending December 31, 2021 $ 170 2022 677 2023 632 2024 440 2025 154 Thereafter 34 Total $ 2,107 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 1,250 5,000 |
Investment in Hotel Properties
Investment in Hotel Properties | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 (all $ amounts in thousands): Property Name Date Acquired Location Ownership Interest Original Price (1) Rooms Mortgage Debt Outstanding (2) Residence Inn Austin October 15, 2015 Austin, Texas 100 % $ 27,500 112 $ 15,828 Springhill Suites Seattle May 24, 2016 Seattle, Washington 100 % 74,100 234 42,834 Homewood Suites Woodlands September 27, 2017 (5) The Woodlands, Texas 100 % 17,356 91 8,636 Hyatt Place Germantown September 27, 2017 (5) Germantown, Tennessee 100 % 16,074 127 6,755 Hyatt Place North Charleston September 27, 2017 (5) North Charleston, South Carolina 100 % 13,806 113 6,770 Hampton Inn Austin September 27, 2017 (5) Austin, Texas 100 % 19,328 123 10,359 Residence Inn Grapevine September 27, 2017 (5) Grapevine, Texas 100 % 25,245 133 12,016 Marriott Courtyard Lyndhurst September 27, 2017 (5) Lyndhurst, New Jersey — (3) 39,547 227 18,526 Hilton Garden Inn Austin September 27, 2017 (5) Austin, Texas 100 % 29,288 138 17,997 Hampton Inn Great Valley September 27, 2017 (5) Frazer, Pennsylvania 100 % 15,285 125 7,804 Embassy Suites Nashville September 27, 2017 (5) Nashville, Tennessee 100 % 82,207 208 39,868 Homewood Suites Austin September 27, 2017 (5) Austin, Texas 100 % 18,835 96 10,541 Townplace Suites Fort Worth September 27, 2017 (5) Fort Worth, Texas — (4) 11,242 95 5,817 Hampton Inn Houston September 27, 2017 (5) Houston, Texas 100 % 9,958 119 4,236 Residence Inn Houston Medical Center April 29, 2019 (6) Houston, Texas 100 % 52,000 182 28,854 Totals $ 451,771 2,123 $ 236,841 (1) Excludes closing costs and includes gain on acquisition. (2) As of September 30, 2021. (3) The Marriott Courtyard Lyndhurst is owned by MN Lyndhurst Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. See Note 5, “Debt.” (4) The Townplace Suites Fort Worth is owned by MN Fort Worth Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. See Note 5, “Debt.” (5) Property acquired on September 27, 2017 as a result of the merger of Moody National REIT I, Inc. (“Moody I”) with and into the Company (the “Merger”) and the merger of Moody National Operating Partnership I, L.P., the operating partnership of Moody I (“Moody I OP”), with and into the OP (the “Partnership Merger,” and together with the Merger, the “Mergers”). Investment in hotel properties consisted of the following at September 30, 2021 and December 31, 2020 (all amounts in thousands): September 30, 2021 December 31, 2020 Land $ 76,936 $ 76,936 Buildings and improvements 338,729 338,729 Furniture, fixtures and equipment 60,535 60,155 Total cost 476,200 475,820 Accumulated depreciation (59,563 ) (48,019 ) Investment in hotel properties, net $ 416,637 $ 427,801 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt The Company’s aggregate borrowings are reviewed by the Board 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 300 300 300 As of September 30, 2021 and December 31, 2020, the Company’s mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands): Loan Principal as of September 30, 2021 Principal as of December 31, 2020 Interest Rate at September 30, 2021 Maturity Date Loan Modifications Residence Inn Austin $ 15,828 $ 16,169 4.580 % November 1, 2025 Lender forbore the collection 75 1.1 25 Springhill Suites Seattle 42,834 43,856 4.380 % October 1, 2026 Three months deferral of interest and principal payments from June to August, 2020. Four months interest only payments from September to December, 2020. Homewood Suites Woodlands 8,636 8,759 4.690 % April 11, 2025 Hyatt Place Germantown 6,755 6,755 4.300 % May 6, 2023 Deferral of thirteen months of interest and principal payments from September 2020 to September 2021 and eighteen months deferral escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $ 1.42 Hyatt Place North Charleston 6,770 6,873 5.193 % August 1, 2023 Payment of $ 100,000 Hampton Inn Austin 10,359 10,359 5.426 % January 6, 2024 Deferral of thirteen months of interest and principal payments from September 2020 to September 2021 and eighteen months deferral escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $ 1.99 Residence Inn Grapevine 12,016 12,016 5.250 % April 6, 2024 Deferral of nine months of interest and principal payments from January 2021 to September 2021 and sixteen months deferral of escrow payments for tax, insurance and hotel furniture and fixtures from June 2020 to September 2021 totaled $ 2.35 1.41 940,000 Marriott Courtyard Lyndhurst 18,526 18,833 4.700 % September 27, 2024 Six months payment of interest only from April to September, 2020 Hilton Garden Inn Austin 17,997 17,997 4.530 % December 11, 2024 Deferral of eighteen months of interest and principal payments and escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $ 3.98 1.69 2.36 Hampton Inn Great Valley 7,804 7,804 4.700 % April 11, 2025 Deferral of sixteen months of interest and principal payments and escrow payments for tax, insurance and hotel furniture and fixtures from June 2020 to September totaled $ 1.75 729,000 1.02 Embassy Suites Nashville 39,868 41,057 4.2123 % July 11, 2025 April 2020 payment of principal and interest deferred. August 2020 to December 2020 interest only. Special servicer fee of $ 205,285 Homewood Suites Austin 10,541 10,541 4.650 % August 11, 2025 Deferral of seventeen months of interest and principal payments from May 2020 to September 2021 and eighteen months deferral of escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $ 2.73 1.14 1.59 Townplace Suites Fort Worth 5,817 5,915 4.700 % September 27, 2024 April 2020 payment was interest only. Six-month deferral of principal from April to September 2020. Two months deferral of interest payments for May and June, 2020.Three months interest only payments from July to September, 2020. Hampton Inn Houston 4,236 4,342 5.250 % April 28, 2023 Seven-month deferral of principal and interest payments for payments due March 28, 2020 through September 28, 2020. Six months interest only for payments due October 28, 2020 through March 28, 2021. Residence Inn Houston Medical Center 28,854 28,854 5.000 % October 1, 2024 Deferral of principal and interest payments for six months from April to September, 2020. Interest only payments for an additional twelve months from October 2020 to September 2021. Total notes payable 236,841 240,130 Less unamortized debt issuance costs (2,107 ) (2,614 ) Total notes payable, net of unamortized debt issuance costs $ 234,734 $ 237,516 Monthly payments of principal and interest are due and payable until the maturity date. Scheduled maturities of the Company’s notes payable as of September 30, 2021 are as follows (all amounts in thousands): Years ending December 31, 2021 $ 1,223 2022 5,010 2023 21,724 2024 91,710 2025 78,050 Thereafter 39,124 Total $ 236,841 Notes Payable to Related Party On March 30, 2021, Moody National Capital, LLC (“Moody Capital”), an affiliate of the Company, loaned the Company $ 8 2 10 March 29, 2024 two years 4.75 6.75 10,000,000 Also, from April 2021 to August 16, 2021, Moody Capital made a series of advances to the Company to meet specific needs of the Company. Effective June 30, 2021, these advances were memorialized in a promissory note (“Second Related Party Note”) with a total maximum aggregate loan amount of $ 10 June 30, 2024 two years 6.75 8.75 10,000,000 From August 20, 2021 to September 30, 2021, Moody Capital made a series of advances to the Company to meet specific needs of the Company. These advances were memorialized in a promissory note (“Third Related Party Note”) with a total maximum aggregate loan amount of $ 10 August 20, 2024 two years 7.75 9.75 933,000 Interest will be paid for the Related Party Note, the Second Related Party Note, and the Third Related Party Note as permitted by available cash flow of the Company, or from the excess proceeds following a sale of a property after the payment of expenses and amounts due to any senior lender, if applicable, and will be compounded semiannually. The Company expects to enter into a mutually agreeable subordination agreement with any such senior lender. The Company may prepay the amounts due under the Related Party Note, the Second Related Party Note, and the Third Related Party Note without any prepayment penalty. The estimated fair value of the Company’s notes payable as of September 30, 2021 and December 31, 2020, respectively, was $ 237 240 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | 5. Equity Capitalization Under its Charter, the Company has the authority to issue 1.0 100.0 0.01 8,000 25.00 200,000 13.6 10.2 3.3 8,000 60,000 Schedule of shares outstanding Class Shares Outstanding as of September 30, 2021 Class A Shares 12,995 Class T Shares 481 Class I Shares 159 Total 13,635 The Board 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 first paid distributions on September 15, 2015. On March 24, 2020, the Board unanimously approved the suspension of (i) the payment of distributions to the Company’s stockholders, effective immediately, and (ii) the operation of the DRP, effective as of April 6, 2020, due to the impact that the COVID-19 pandemic is having and is expected to continue to have in the Company’s hotel properties. The payment of distributions and the operation of the DRP will remain suspended until such time as the Board approves their resumption. The following table summarizes distributions paid in cash and pursuant to the DRP for the three and nine months ended September 30, 2021 and 2020 (in thousands): Period Cash Distribution Distribution Paid Pursuant to DRP (1) Total Amount of Distribution First Quarter 2021 $ — $ — $ — Second Quarter 2021 — — — Third Quarter 2021 — — — Total $ — $ — $ — First Quarter 2020 $ 4,404 $ 1,392 $ 5,796 Second Quarter 2020 — — — Third Quarter 2020 — — — Total $ 4,404 $ 1,392 $ 5,796 (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 September 30, 2021 and December 31, 2020 was $ 2.9 3.4 316,037 168,000 206,000 504,000 641,000 |
Related Party Arrangements
Related Party Arrangements | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | 6. Related Party Arrangements Pursuant to the Advisory Agreement, the Advisor and certain affiliates of Advisor receive fees and compensation in connection with the Company’s public offering and the acquisition, management and sale of the Company’s real estate investments. In addition, in exchange for $ 1,000 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 3.0 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 6.0 3.0 2.5 9.7 8.5 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 As of September 30, 2021, total offering costs for the initial public offering and the follow-on offering were $ 21.1 12.3 8.8 18.4 12.3 6.1 2.7 million 0 2.7 million 0 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 3.85 allocable cost of investments acquired in a joint venture (including 3.85 1.5 2.35 1.5 Reimbursement of Acquisition Expenses The Advisor may also be reimbursed by the Company for actual expenses related to the evaluation, selection and acquisition of real estate investments, regardless of whether the Company actually acquires the related assets. The Company did not reimburse the Advisor for any acquisition expenses during the three and nine months ended September 30, 2021 and 2020. Financing Coordination Fee The Advisor also receives financing coordination fees of 1 0.75 Property Management Fee The Company pays Moody National Hospitality Management, LLC (“Property Manager”) a monthly hotel management fee equal to 4.0 ten years 861,000 943,000 112,000 112,000 2.6 2.4 337,000 337,000 The Company pays an annual incentive fee to Property Manager. Such annual incentive fee is equal to 15 8.5 Asset Management Fee The Company pays the Advisor a monthly asset management fee of one-twelfth of 1.0 1.2 million 3.6 million Disposition Fee The Company also pays the Advisor or its affiliates a disposition fee 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 6 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 25 2 25 2 25 5.2 1.7 6.9 0 2 25 1.7 569,000 Notes Payable to Related Party See Note 4, “Debt” for a description of notes payable to related party. The balance of such notes was $ 20,933,000 |
Incentive Award Plan
Incentive Award Plan | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Incentive Award Plan | 7. 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 2,000,000 5,000 2,500 1,940,000 The Company recorded compensation expense related to such shares of restricted stock of $ 33,000 1,000 97,000 129,000 1,250 359 The following is a summary of activity under the Independent Directors Compensation Plan for the nine months ended September 30, 2021 and year ended December 31, 2020: Number of Shares Weighted Grant Date Fair Value Balance of non-vested shares as of December 31, 2019 7,500 $ 23.32 Shares granted on November 12, 2020 5,000 $ 23.50 Shares vested (7,500 ) $ 23.22 Balance of non-vested shares as of December 31, 2020 5,000 $ 23.50 Shares vested (3,750 ) $ 23.50 Balance of non-vested shares as of September 30, 2021 1,250 $ 23.50 |
Subordinated Participation Inte
Subordinated Participation Interest | 9 Months Ended |
Sep. 30, 2021 | |
Subordinated Participation Interest | |
Subordinated Participation Interest | 8. 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 6.0 8.0 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Restricted Cash Under certain management and debt agreements existing at September 30, 2021, 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 September 30, 2021 and December 31, 2020 are as follows (in thousands): September 30, December 31, 2021 2020 Real estate taxes $ 1,058 $ 2,235 Insurance 1 148 Hotel furniture and fixtures 3,790 1,762 Debt service 2,884 1,557 Property improvement plan 158 158 Total restricted cash $ 7,891 $ 5,860 Franchise Agreements As of September 30, 2021, 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 20 2.5 6.0 1.5 4.3 1.4 804,000 3.5 2.7 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. 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 September 30, 2021, the Company had operating loss carry-forwards of $ 7.8 The Company had deferred tax assets of $ 2.3 million 13.5 10.0 58.5 7.3 The income tax expense (benefit) for the three and nine months ended September 30, 2021 and 2020 consisted of the following (in thousands): Three months ended Nine months ended 2021 2020 2021 2020 Current expense $ 43 $ 28 $ (27 ) $ 65 Deferred benefit (955 ) (1,747 ) (3,524 ) (4,851 ) Valuation provision for deferred benefit 955 1,747 3,524 4,851 Total expense $ 43 $ 28 $ (27 ) $ 65 Federal $ (955 ) $ (1,747 ) $ (3,524 ) $ (4,851 ) Valuation provision for federal taxes 955 1,747 3,524 4,851 State 43 28 (27 ) 65 Total tax expense $ 43 $ 28 $ (27 ) $ 65 On September 30, 2021, the Company had net deferred tax assets of $ 2.3 2033 through 2038 if not utilized by then |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Economic Injury Disaster Loans The Company has entered into fourteen 500,000 3.75 COVID-19 Pandemic The COVID-19 pandemic has had, and is expected to continue to have, a significant adverse effect on the operating results of the Company’s hotel properties and overall financial condition. See Note 1, “Organization.” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements include its accounts and the accounts of its subsidiaries over which it has control. All intercompany balances and transactions are eliminated in consolidation. |
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 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 September 30, 2021, total offering costs for the initial public offering and the follow-on offering were $ 21.1 12.3 8.8 18.4 12.3 6.1 2.7 million 0 2.7 million 0 |
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 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 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 September 30, 2021. 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 2016 through 2020 remaining subject to examination by various federal and state tax jurisdictions. For more information, see Note 10, “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 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 notes payable, see Note 4, “Debt.” |
Concentration of Risk | Concentration of Risk As of September 30, 2021, 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 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 Useful Lives (years) Buildings and improvements 39 40 Exterior improvements 10 20 Furniture, fixtures and equipment 5 10 |
Impairments | Impairments The Company monitors events and changes in circumstances indicating that the carrying amount of a hotel property may not be recoverable. When such events or changes in circumstances are present, the Company assesses potential impairment by comparing estimated future undiscounted cash flows expected to be generated over the life of the asset from operating activities and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted cash flows, the Company recognizes an impairment loss to adjust the carrying amount of the asset to estimated fair value for assets held for use and fair value less costs to sell for assets held for sale. There were no such impairment losses for the three and nine months ended September 30, 2021 and 2020. 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 $ 0 2.0 0 205,000 397,000 2.2 million 0 245,000 440,000 Dividend income is recognized when earned. For the three months ended September 30, 2021 and 2020, dividend income of $ 0 3,000 1,000 9,000 |
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. |
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 $ 362,000 $300,000 Expected future amortization of deferred franchise costs Years Ending December 31, 2021 $ 21 2022 82 2023 77 2024 77 2025 77 Thereafter 371 Total $ 705 |
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 $ 5.2 4.7 Expected future amortization of debt issuance costs Years Ending December 31, 2021 $ 170 2022 677 2023 632 2024 440 2025 154 Thereafter 34 Total $ 2,107 |
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 1,250 5,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Depreciation expense is computed using the straight-line method based upon the following estimated useful lives: | Depreciation expense is computed using the straight-line method based upon the following estimated useful lives: Estimated Useful Lives (years) Buildings and improvements 39 40 Exterior improvements 10 20 Furniture, fixtures and equipment 5 10 |
Expected future amortization of deferred franchise costs | Expected future amortization of deferred franchise costs Years Ending December 31, 2021 $ 21 2022 82 2023 77 2024 77 2025 77 Thereafter 371 Total $ 705 |
Expected future amortization of 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 $ 5.2 4.7 Expected future amortization of debt issuance costs Years Ending December 31, 2021 $ 170 2022 677 2023 632 2024 440 2025 154 Thereafter 34 Total $ 2,107 |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
The following table sets forth summary information regarding the Company’s investment in hotel properties as of September 30, 2021 (all $ amounts in thousands): | The following table sets forth summary information regarding the Company’s investment in hotel properties as of September 30, 2021 (all $ amounts in thousands): Property Name Date Acquired Location Ownership Interest Original Price (1) Rooms Mortgage Debt Outstanding (2) Residence Inn Austin October 15, 2015 Austin, Texas 100 % $ 27,500 112 $ 15,828 Springhill Suites Seattle May 24, 2016 Seattle, Washington 100 % 74,100 234 42,834 Homewood Suites Woodlands September 27, 2017 (5) The Woodlands, Texas 100 % 17,356 91 8,636 Hyatt Place Germantown September 27, 2017 (5) Germantown, Tennessee 100 % 16,074 127 6,755 Hyatt Place North Charleston September 27, 2017 (5) North Charleston, South Carolina 100 % 13,806 113 6,770 Hampton Inn Austin September 27, 2017 (5) Austin, Texas 100 % 19,328 123 10,359 Residence Inn Grapevine September 27, 2017 (5) Grapevine, Texas 100 % 25,245 133 12,016 Marriott Courtyard Lyndhurst September 27, 2017 (5) Lyndhurst, New Jersey — (3) 39,547 227 18,526 Hilton Garden Inn Austin September 27, 2017 (5) Austin, Texas 100 % 29,288 138 17,997 Hampton Inn Great Valley September 27, 2017 (5) Frazer, Pennsylvania 100 % 15,285 125 7,804 Embassy Suites Nashville September 27, 2017 (5) Nashville, Tennessee 100 % 82,207 208 39,868 Homewood Suites Austin September 27, 2017 (5) Austin, Texas 100 % 18,835 96 10,541 Townplace Suites Fort Worth September 27, 2017 (5) Fort Worth, Texas — (4) 11,242 95 5,817 Hampton Inn Houston September 27, 2017 (5) Houston, Texas 100 % 9,958 119 4,236 Residence Inn Houston Medical Center April 29, 2019 (6) Houston, Texas 100 % 52,000 182 28,854 Totals $ 451,771 2,123 $ 236,841 (1) Excludes closing costs and includes gain on acquisition. (2) As of September 30, 2021. (3) The Marriott Courtyard Lyndhurst is owned by MN Lyndhurst Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. See Note 5, “Debt.” (4) The Townplace Suites Fort Worth is owned by MN Fort Worth Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. See Note 5, “Debt.” (5) Property acquired on September 27, 2017 as a result of the merger of Moody National REIT I, Inc. (“Moody I”) with and into the Company (the “Merger”) and the merger of Moody National Operating Partnership I, L.P., the operating partnership of Moody I (“Moody I OP”), with and into the OP (the “Partnership Merger,” and together with the Merger, the “Mergers”). |
Investment in hotel properties consisted of the following at September 30, 2021 and December 31, 2020 (all amounts in thousands): | Investment in hotel properties consisted of the following at September 30, 2021 and December 31, 2020 (all amounts in thousands): September 30, 2021 December 31, 2020 Land $ 76,936 $ 76,936 Buildings and improvements 338,729 338,729 Furniture, fixtures and equipment 60,535 60,155 Total cost 476,200 475,820 Accumulated depreciation (59,563 ) (48,019 ) Investment in hotel properties, net $ 416,637 $ 427,801 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
As of September 30, 2021 and December 31, 2020, the Company’s mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands): | As of September 30, 2021 and December 31, 2020, the Company’s mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands): Loan Principal as of September 30, 2021 Principal as of December 31, 2020 Interest Rate at September 30, 2021 Maturity Date Loan Modifications Residence Inn Austin $ 15,828 $ 16,169 4.580 % November 1, 2025 Lender forbore the collection 75 1.1 25 Springhill Suites Seattle 42,834 43,856 4.380 % October 1, 2026 Three months deferral of interest and principal payments from June to August, 2020. Four months interest only payments from September to December, 2020. Homewood Suites Woodlands 8,636 8,759 4.690 % April 11, 2025 Hyatt Place Germantown 6,755 6,755 4.300 % May 6, 2023 Deferral of thirteen months of interest and principal payments from September 2020 to September 2021 and eighteen months deferral escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $ 1.42 Hyatt Place North Charleston 6,770 6,873 5.193 % August 1, 2023 Payment of $ 100,000 Hampton Inn Austin 10,359 10,359 5.426 % January 6, 2024 Deferral of thirteen months of interest and principal payments from September 2020 to September 2021 and eighteen months deferral escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $ 1.99 Residence Inn Grapevine 12,016 12,016 5.250 % April 6, 2024 Deferral of nine months of interest and principal payments from January 2021 to September 2021 and sixteen months deferral of escrow payments for tax, insurance and hotel furniture and fixtures from June 2020 to September 2021 totaled $ 2.35 1.41 940,000 Marriott Courtyard Lyndhurst 18,526 18,833 4.700 % September 27, 2024 Six months payment of interest only from April to September, 2020 Hilton Garden Inn Austin 17,997 17,997 4.530 % December 11, 2024 Deferral of eighteen months of interest and principal payments and escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $ 3.98 1.69 2.36 Hampton Inn Great Valley 7,804 7,804 4.700 % April 11, 2025 Deferral of sixteen months of interest and principal payments and escrow payments for tax, insurance and hotel furniture and fixtures from June 2020 to September totaled $ 1.75 729,000 1.02 Embassy Suites Nashville 39,868 41,057 4.2123 % July 11, 2025 April 2020 payment of principal and interest deferred. August 2020 to December 2020 interest only. Special servicer fee of $ 205,285 Homewood Suites Austin 10,541 10,541 4.650 % August 11, 2025 Deferral of seventeen months of interest and principal payments from May 2020 to September 2021 and eighteen months deferral of escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $ 2.73 1.14 1.59 Townplace Suites Fort Worth 5,817 5,915 4.700 % September 27, 2024 April 2020 payment was interest only. Six-month deferral of principal from April to September 2020. Two months deferral of interest payments for May and June, 2020.Three months interest only payments from July to September, 2020. Hampton Inn Houston 4,236 4,342 5.250 % April 28, 2023 Seven-month deferral of principal and interest payments for payments due March 28, 2020 through September 28, 2020. Six months interest only for payments due October 28, 2020 through March 28, 2021. Residence Inn Houston Medical Center 28,854 28,854 5.000 % October 1, 2024 Deferral of principal and interest payments for six months from April to September, 2020. Interest only payments for an additional twelve months from October 2020 to September 2021. Total notes payable 236,841 240,130 Less unamortized debt issuance costs (2,107 ) (2,614 ) Total notes payable, net of unamortized debt issuance costs $ 234,734 $ 237,516 |
Scheduled maturities of the Company’s notes payable as of September 30, 2021 are as follows (all amounts in thousands): | Scheduled maturities of the Company’s notes payable as of September 30, 2021 are as follows (all amounts in thousands): Years ending December 31, 2021 $ 1,223 2022 5,010 2023 21,724 2024 91,710 2025 78,050 Thereafter 39,124 Total $ 236,841 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of shares outstanding | Schedule of shares outstanding Class Shares Outstanding as of September 30, 2021 Class A Shares 12,995 Class T Shares 481 Class I Shares 159 Total 13,635 |
The following table summarizes distributions paid in cash and pursuant to the DRP for the three and nine months ended September 30, 2021 and 2020 (in thousands): | The following table summarizes distributions paid in cash and pursuant to the DRP for the three and nine months ended September 30, 2021 and 2020 (in thousands): Period Cash Distribution Distribution Paid Pursuant to DRP (1) Total Amount of Distribution First Quarter 2021 $ — $ — $ — Second Quarter 2021 — — — Third Quarter 2021 — — — Total $ — $ — $ — First Quarter 2020 $ 4,404 $ 1,392 $ 5,796 Second Quarter 2020 — — — Third Quarter 2020 — — — Total $ 4,404 $ 1,392 $ 5,796 (1) Amount of distributions paid in shares of common stock pursuant to the DRP. |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
The following is a summary of activity under the Independent Directors Compensation Plan for the nine months ended September 30, 2021 and year ended December 31, 2020: | The following is a summary of activity under the Independent Directors Compensation Plan for the nine months ended September 30, 2021 and year ended December 31, 2020: Number of Shares Weighted Grant Date Fair Value Balance of non-vested shares as of December 31, 2019 7,500 $ 23.32 Shares granted on November 12, 2020 5,000 $ 23.50 Shares vested (7,500 ) $ 23.22 Balance of non-vested shares as of December 31, 2020 5,000 $ 23.50 Shares vested (3,750 ) $ 23.50 Balance of non-vested shares as of September 30, 2021 1,250 $ 23.50 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
The composition of the Company’s restricted cash as of September 30, 2021 and December 31, 2020 are as follows (in thousands): | Under certain management and debt agreements existing at September 30, 2021, 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 September 30, 2021 and December 31, 2020 are as follows (in thousands): September 30, December 31, 2021 2020 Real estate taxes $ 1,058 $ 2,235 Insurance 1 148 Hotel furniture and fixtures 3,790 1,762 Debt service 2,884 1,557 Property improvement plan 158 158 Total restricted cash $ 7,891 $ 5,860 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
The income tax expense (benefit) for the three and nine months ended September 30, 2021 and 2020 consisted of the following (in thousands): | The income tax expense (benefit) for the three and nine months ended September 30, 2021 and 2020 consisted of the following (in thousands): Three months ended Nine months ended 2021 2020 2021 2020 Current expense $ 43 $ 28 $ (27 ) $ 65 Deferred benefit (955 ) (1,747 ) (3,524 ) (4,851 ) Valuation provision for deferred benefit 955 1,747 3,524 4,851 Total expense $ 43 $ 28 $ (27 ) $ 65 Federal $ (955 ) $ (1,747 ) $ (3,524 ) $ (4,851 ) Valuation provision for federal taxes 955 1,747 3,524 4,851 State 43 28 (27 ) 65 Total tax expense $ 43 $ 28 $ (27 ) $ 65 |
Organization (Details Narrative
Organization (Details Narrative) | Jun. 18, 2018USD ($) | Sep. 30, 2021USD ($)Number$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Jun. 26, 2017$ / shares | Jan. 20, 2015USD ($) |
Number of rooms | Number | 2,123 | ||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||
Value of shares issueable under registration statement | $ 990,000,000 | ||||
Special Limited Partnership Interests | $ 1,000 | $ 1,000 | |||
Common Class A [Member] | |||||
Common stock, par value | $ / shares | $ 0.01 | ||||
Common Class D [Member] | |||||
Common stock, par value | $ / shares | 0.01 | ||||
Common Class I [Member] | |||||
Common stock, par value | $ / shares | 0.01 | ||||
Common Class T [Member] | |||||
Common stock, par value | $ / shares | $ 0.01 | ||||
IPO [Member] | |||||
Common stock, authorized, value | $ 1,000,000,000 | ||||
Common stock authorized in distribution reinvestment plan, value | 100,000,000 | ||||
IPO [Member] | Maximum [Member] | |||||
Common stock, authorized, value | $ 1,100,000,000 | ||||
Initial public offering and follow-on offering [Member] | |||||
Issuance of common stock, net of offering costs (in shares) | shares | 10,200,000 | ||||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | shares | 567,000 | ||||
Proceeds from stock and DRIP offering | $ 234,600,000 | ||||
Follow-on offering [Member] | |||||
Issuance of common stock, net of offering costs (in shares) | shares | 4,100,000 | ||||
Issuance of common stock pursuant to dividend reinvestment plan (in shares) | shares | 352,000 | ||||
Proceeds from stock and DRIP offering | $ 87,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Numbershares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | |
Minimum number of shareholders to qualify as REIT | Number | 100 | ||||
Minimum percentage of taxable income to be distributed | 90.00% | ||||
Marketable securities | $ 0 | $ 0 | $ 2,037,000 | ||
Unrealized gain (loss) on change in fair value of investment in marketable securities | 0 | $ 205,000 | (397,000) | $ 2,231,000 | |
Loss on sale of marketable securities | 0 | 0 | 245,000 | 440,000 | |
Dividend Income, Operating | 0 | $ 3,000 | 1,000 | $ 9,000 | |
Deferred franchise costs, accumulated amortization | 362,000 | 362,000 | 300,000 | ||
Debt issuance costs, accumulated amortization | $ 5,200,000 | $ 5,200,000 | $ 4,700,000 | ||
Nonvested restricted stock included in earnings per share | shares | 1,250 | 5,000 | |||
Affiliated Entity [Member] | |||||
Percentage of organization and offering costs | 15.00% | 15.00% | |||
Total offering costs | $ 21,100,000 | $ 21,100,000 | |||
Offering cost directly incurred by company | 12,300,000 | 12,300,000 | |||
Offering cost reimbursed to advisor | 8,800,000 | 8,800,000 | |||
Payable to Advisor for offering costs | 0 | 0 | |||
Affiliated Entity [Member] | Follow-on offering [Member] | |||||
Total offering costs | 2,700,000 | 2,700,000 | |||
Offering cost directly incurred by company | 0 | 0 | |||
Offering cost reimbursed to advisor | 2,700,000 | 2,700,000 | |||
Affiliated Entity [Member] | IPO [Member] | |||||
Total offering costs | 18,400,000 | 18,400,000 | |||
Offering cost directly incurred by company | 12,300,000 | 12,300,000 | |||
Offering cost reimbursed to advisor | $ 6,100,000 | $ 6,100,000 |
Depreciation expense is compute
Depreciation expense is computed using the straight-line method based upon the following estimated useful lives: (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Building Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 39 years |
Building Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Exterior Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Exterior Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Expected future amortization of
Expected future amortization of deferred franchise costs (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Years Ending December 31, | ||
Total | $ 705 | $ 767 |
Franchise Rights [Member] | ||
Years Ending December 31, | ||
2021 | 21 | |
2022 | 82 | |
2023 | 77 | |
2024 | 77 | |
2025 | 77 | |
Thereafter | 371 | |
Total | $ 705 |
Expected future amortization _2
Expected future amortization of debt issuance costs (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Years Ending December 31, | ||
2021 | $ 170 | |
2022 | 677 | |
2023 | 632 | |
2024 | 440 | |
2025 | 154 | |
Thereafter | 34 | |
Total | $ 2,107 | $ 2,614 |
The following table sets forth
The following table sets forth summary information regarding the Company’s investment in hotel properties as of September 30, 2021 (all $ amounts in thousands): (Details) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021USD ($)Number | ||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Totals | ||
Business Combination, Consideration Transferred | [1] | $ 451,771 | |
Rooms | Number | 2,123 | ||
Notes and Loans Payable | [2] | $ 236,841 | |
Residence Inn Austin [Member] | TEXAS | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Residence Inn Austin | ||
Location | Austin, Texas | ||
Business Combination, Consideration Transferred | [1] | $ 27,500 | |
Rooms | Number | 112 | ||
Notes and Loans Payable | [2] | $ 15,828 | |
Date Acquired | [3] | Oct. 15, 2015 | |
Ownership Interest | 100.00% | ||
Springhill Suites Seattle [Member] | WASHINGTON | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Springhill Suites Seattle | ||
Location | Seattle, Washington | ||
Business Combination, Consideration Transferred | [1] | $ 74,100 | |
Rooms | Number | 234 | ||
Notes and Loans Payable | [2] | $ 42,834 | |
Date Acquired | [3] | May 24, 2016 | |
Homewood Suites Woodlands [Member] | TEXAS | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Homewood Suites Woodlands | ||
Location | The Woodlands, Texas | ||
Business Combination, Consideration Transferred | [1] | $ 17,356 | |
Rooms | Number | 91 | ||
Notes and Loans Payable | [2] | $ 8,636 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Hyatt Place Germantown [Member] | TENNESSEE | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Hyatt Place Germantown | ||
Location | Germantown, Tennessee | ||
Business Combination, Consideration Transferred | [1] | $ 16,074 | |
Rooms | Number | 127 | ||
Notes and Loans Payable | [2] | $ 6,755 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Hyatt Place North Charleston [Member] | SOUTH CAROLINA | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Hyatt Place North Charleston | ||
Location | North Charleston, South Carolina | ||
Business Combination, Consideration Transferred | [1] | $ 13,806 | |
Rooms | Number | 113 | ||
Notes and Loans Payable | [2] | $ 6,770 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Hampton Inn Austin [Member] | TEXAS | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Hampton Inn Austin | ||
Location | Austin, Texas | ||
Business Combination, Consideration Transferred | [1] | $ 19,328 | |
Rooms | Number | 123 | ||
Notes and Loans Payable | [2] | $ 10,359 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Residence Inn Grapevine [Member] | TEXAS | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Residence Inn Grapevine | ||
Location | Grapevine, Texas | ||
Business Combination, Consideration Transferred | [1] | $ 25,245 | |
Rooms | Number | 133 | ||
Notes and Loans Payable | [2] | $ 12,016 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Marriott Courtyard Lyndhurst [Member] | NEW JERSEY | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Marriott Courtyard Lyndhurst | ||
Location | Lyndhurst, New Jersey | ||
Business Combination, Consideration Transferred | [1] | $ 39,547 | |
Rooms | Number | 227 | ||
Notes and Loans Payable | [2] | $ 18,526 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | [4] | ||
Hilton Garden Inn Austin [Member] | TEXAS | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Hilton Garden Inn Austin | ||
Location | Austin, Texas | ||
Business Combination, Consideration Transferred | [1] | $ 29,288 | |
Rooms | Number | 138 | ||
Notes and Loans Payable | [2] | $ 17,997 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Hampton Inn Great Valley [Member] | PENNSYLVANIA | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Hampton Inn Great Valley | ||
Location | Frazer, Pennsylvania | ||
Business Combination, Consideration Transferred | [1] | $ 15,285 | |
Rooms | Number | 125 | ||
Notes and Loans Payable | [2] | $ 7,804 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Embassy Suites Nashville [Member] | TENNESSEE | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Embassy Suites Nashville | ||
Location | Nashville, Tennessee | ||
Business Combination, Consideration Transferred | [1] | $ 82,207 | |
Rooms | Number | 208 | ||
Notes and Loans Payable | [2] | $ 39,868 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Homewood Suites Austin [Member] | TEXAS | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Homewood Suites Austin | ||
Location | Austin, Texas | ||
Business Combination, Consideration Transferred | [1] | $ 18,835 | |
Rooms | Number | 96 | ||
Notes and Loans Payable | [2] | $ 10,541 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Townplace Suites Fort Worth [Member] | TEXAS | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Townplace Suites Fort Worth | ||
Location | Fort Worth, Texas | ||
Business Combination, Consideration Transferred | [1] | $ 11,242 | |
Rooms | Number | 95 | ||
Notes and Loans Payable | [2] | $ 5,817 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | [5] | ||
Hampton Inn Houston [Member] | TEXAS | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Hampton Inn Houston | ||
Location | Houston, Texas | ||
Business Combination, Consideration Transferred | [1] | $ 9,958 | |
Rooms | Number | 119 | ||
Notes and Loans Payable | [2] | $ 4,236 | |
Date Acquired | [3] | Sep. 27, 2017 | |
Ownership Interest | 100.00% | ||
Residence Inn Houston Medical Center [Member] | TEXAS | |||
Restructuring Cost and Reserve [Line Items] | |||
Property Name | Residence Inn Houston Medical Center | ||
Location | Houston, Texas | ||
Business Combination, Consideration Transferred | [1] | $ 52,000 | |
Rooms | Number | 182 | ||
Notes and Loans Payable | [2] | $ 28,854 | |
Date Acquired | Apr. 29, 2019 | ||
Ownership Interest | 100.00% | ||
[1] | Excludes closing costs and includes gain on acquisition. | ||
[2] | As of September 30, 2021. | ||
[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] | The Marriott Courtyard Lyndhurst is owned by MN Lyndhurst Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. See Note 5, “Debt.” | ||
[5] | The Townplace Suites Fort Worth is owned by MN Fort Worth Venture, LLC, of which the OP is a member and holds 100% of the Class B membership interests therein. See Note 5, “Debt.” |
Investment in hotel propertie_2
Investment in hotel properties consisted of the following at September 30, 2021 and December 31, 2020 (all amounts in thousands): (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
Land | $ 76,936 | $ 76,936 |
Buildings and improvements | 338,729 | 338,729 |
Furniture, fixtures and equipment | 60,535 | 60,155 |
Total cost | 476,200 | 475,820 |
Accumulated depreciation | (59,563) | (48,019) |
Investment in hotel properties, net | $ 416,637 | $ 427,801 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Borrowings maximum percentage of net assets | 300.00% | 300.00% | |||
Notes payable | $ 234,734,000 | $ 234,734,000 | $ 237,516,000 | ||
Fair value of notes payable | 237,000,000 | $ 237,000,000 | $ 240,000,000 | ||
Moody National Capital LLC [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 8,000,000 | ||||
Additional borrowings | 2,000,000 | ||||
Maximum aggregate loan amount | $ 10,000,000 | ||||
Maturity date | Mar. 29, 2024 | ||||
Extend maturity date | 2 years | ||||
Notes payable | 10,000,000 | $ 10,000,000 | |||
Moody National Capital LLC [Member] | Promissory Note [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread interest rate | 4.75% | ||||
Moody National Capital LLC [Member] | Promissory Note [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread interest rate | 6.75% | ||||
Moody National Capital LLC [Member] | Second Related Party Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 10,000,000 | ||||
Maturity date | Jun. 30, 2024 | ||||
Extend maturity date | 2 years | ||||
Notes payable | 10,000,000 | $ 10,000,000 | |||
Moody National Capital LLC [Member] | Second Related Party Note [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread interest rate | 6.75% | ||||
Moody National Capital LLC [Member] | Second Related Party Note [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread interest rate | 8.75% | ||||
Moody National Capital LLC [Member] | Third Related Party Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 10,000,000 | 10,000,000 | |||
Maturity date | Aug. 20, 2024 | ||||
Extend maturity date | 2 years | ||||
Notes payable | $ 933,000 | $ 933,000 | |||
Moody National Capital LLC [Member] | Third Related Party Note [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread interest rate | 7.75% | ||||
Moody National Capital LLC [Member] | Third Related Party Note [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread interest rate | 9.75% |
As of September 30, 2021 and De
As of September 30, 2021 and December 31, 2020, the Company’s mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands): (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Oct. 31, 2021 | Sep. 30, 2021 | Nov. 15, 2021 | Nov. 01, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Principal Amount | $ 236,841,000 | $ 240,130,000 | |||
Less unamortized debt issuance costs | (2,107,000) | (2,614,000) | |||
Total notes payable, net of unamortized debt issuance costs | 234,734,000 | 237,516,000 | |||
Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 3.75% | ||||
Residence Inn Austin [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 15,828,000 | 16,169,000 | |||
Interest Rate | 4.58% | ||||
Maturity Date | Nov. 1, 2025 | ||||
Description of loan modifications | Lender forbore the collection 75% of default interest of $1.1 million when borrower brought all loan and escrow payments current and reimbursed lender expenses and paid 25% of default interest in July 2021. | ||||
Residence Inn Austin [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of default interest forborne | 75.00% | ||||
Default interest forborne | $ 1,100,000 | ||||
Percentage of default interest paid | 25.00% | ||||
Springhill Suites Seattle [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 42,834,000 | 43,856,000 | |||
Interest Rate | 4.38% | ||||
Maturity Date | Oct. 1, 2026 | ||||
Description of loan modifications | Three months deferral of interest and principal payments from June to August, 2020. Four months interest only payments from September to December, 2020. | ||||
Homewood Suites Woodlands [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 8,636,000 | 8,759,000 | |||
Interest Rate | 4.69% | ||||
Maturity Date | Apr. 11, 2025 | ||||
Hyatt Place Germantown [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 6,755,000 | 6,755,000 | |||
Interest Rate | 4.30% | ||||
Maturity Date | May 6, 2023 | ||||
Description of loan modifications | Deferral of thirteen months of interest and principal payments from September 2020 to September 2021 and eighteen months deferral escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $1.42 million as of September 30, 2021 million and were paid to lender in October 2021. | ||||
Hyatt Place Germantown [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferral of payments | $ 1,420,000 | ||||
Hyatt Place North Charleston [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 6,770,000 | 6,873,000 | |||
Interest Rate | 5.193% | ||||
Maturity Date | Aug. 1, 2023 | ||||
Description of loan modifications | Payment of $100,000 cash deposit and may make interest and principal payments from restricted cash for six months from April to September, 2020 | ||||
Hyatt Place North Charleston [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Payment cash deposit | $ 100,000 | ||||
Hampton Inn Austin [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 10,359,000 | 10,359,000 | |||
Interest Rate | 5.426% | ||||
Maturity Date | Jan. 6, 2024 | ||||
Description of loan modifications | Deferral of thirteen months of interest and principal payments from September 2020 to September 2021 and eighteen months deferral escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $1.99 million as of September 30, 2021 million and were paid to lender in October 2021. | ||||
Hampton Inn Austin [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferral of payments | $ 1,990,000 | ||||
Residence Inn Grapevine [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 12,016,000 | 12,016,000 | |||
Interest Rate | 5.25% | ||||
Maturity Date | Apr. 6, 2024 | ||||
Description of loan modifications | Deferral of nine months of interest and principal payments from January 2021 to September 2021 and sixteen months deferral of escrow payments for tax, insurance and hotel furniture and fixtures from June 2020 to September 2021 totaled $2.35 million as of September 30, 2021 million. $1.41 million of the total due as of September 30, 2021 was paid to lender in October 2021 and $940,000 is to be paid from excess cash flow with the October 2021 to June 2022 regular mortgage payments. | ||||
Residence Inn Grapevine [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferral of payments | $ 2,350,000 | ||||
Residence Inn Grapevine [Member] | Promissory Note [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of Debt | $ 1,410,000 | ||||
Deferred payments payable | $ 940,000 | ||||
Marriott Courtyard Lyndhurst [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 18,526,000 | 18,833,000 | |||
Interest Rate | 4.70% | ||||
Maturity Date | Sep. 27, 2024 | ||||
Description of loan modifications | Six months payment of interest only from April to September, 2020 | ||||
Hilton Garden Inn Austin [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 17,997,000 | 17,997,000 | |||
Interest Rate | 4.53% | ||||
Maturity Date | Dec. 11, 2024 | ||||
Description of loan modifications | Deferral of eighteen months of interest and principal payments and escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $3.98 million as of September 30, 2021 million. $1.69 million of the total due as of September 30, 2021 was paid to lender in October 2021 and $2.36 million is to be paid in monthly installments with the October 2021 to June 2022 regular mortgage payments. | ||||
Hilton Garden Inn Austin [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferral of payments | $ 3,980,000 | ||||
Hilton Garden Inn Austin [Member] | Promissory Note [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of Debt | 1,690,000 | ||||
Deferred payments payable | 2,360,000 | ||||
Hampton Inn Great Valley [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 7,804,000 | 7,804,000 | |||
Interest Rate | 4.70% | ||||
Maturity Date | Apr. 11, 2025 | ||||
Description of loan modifications | Deferral of sixteen months of interest and principal payments and escrow payments for tax, insurance and hotel furniture and fixtures from June 2020 to September totaled $1.75 million as of September 30, 2021. $729,000 of the total due as of September 30, 2021 was paid to lender in October 2021 and $1.02 million is to be paid from excess cash flow with the October 2021 to September 2022 regular mortgage payments. | ||||
Hampton Inn Great Valley [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferral of payments | $ 1,750,000 | ||||
Hampton Inn Great Valley [Member] | Promissory Note [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of Debt | 729,000 | ||||
Deferred payments payable | 1,020,000 | ||||
Embassy Suites Nashville [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 39,868,000 | 41,057,000 | |||
Interest Rate | 4.2123% | ||||
Maturity Date | Jul. 11, 2025 | ||||
Description of loan modifications | April 2020 payment of principal and interest deferred. August 2020 to December 2020 interest only. Special servicer fee of $205,285 to be paid on or before April 30, 2021. | ||||
Embassy Suites Nashville [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Special servicer fee | $ 205,285 | ||||
Homewood Suites Austin [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 10,541,000 | 10,541,000 | |||
Interest Rate | 4.65% | ||||
Maturity Date | Aug. 11, 2025 | ||||
Description of loan modifications | Deferral of seventeen months of interest and principal payments from May 2020 to September 2021 and eighteen months deferral of escrow payments for tax, insurance and hotel furniture and fixtures from April 2020 to September 2021 totaled $2.73 million as of September 30, 2021 million. $1.14 million of the total due as of September 30, 2021 was paid to lender in October 2021 and $1.59 million is to be paid in monthly installments with the October 2021 to June 2022 regular mortgage payments. | ||||
Homewood Suites Austin [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferral of payments | $ 2,730,000 | ||||
Homewood Suites Austin [Member] | Promissory Note [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of Debt | $ 1,140,000 | ||||
Deferred payments payable | $ 1,590,000 | ||||
Townplace Suites Fort Worth [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 5,817,000 | 5,915,000 | |||
Interest Rate | 4.70% | ||||
Maturity Date | Sep. 27, 2024 | ||||
Description of loan modifications | April 2020 payment was interest only. Six-month deferral of principal from April to September 2020. Two months deferral of interest payments for May and June, 2020.Three months interest only payments from July to September, 2020. | ||||
Hampton Inn Houston [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 4,236,000 | 4,342,000 | |||
Interest Rate | 5.25% | ||||
Maturity Date | Apr. 28, 2023 | ||||
Description of loan modifications | Seven-month deferral of principal and interest payments for payments due March 28, 2020 through September 28, 2020. Six months interest only for payments due October 28, 2020 through March 28, 2021. | ||||
Residence Inn Houston Medical Center 1 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 28,854,000 | $ 28,854,000 | |||
Interest Rate | 5.00% | ||||
Maturity Date | Oct. 1, 2024 | ||||
Description of loan modifications | Deferral of principal and interest payments for six months from April to September, 2020. Interest only payments for an additional twelve months from October 2020 to September 2021. |
Scheduled maturities of the Com
Scheduled maturities of the Company’s notes payable as of September 30, 2021 are as follows (all amounts in thousands): (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Years ending December 31, | |
2021 | $ 1,223 |
2022 | 5,010 |
2023 | 21,724 |
2024 | 91,710 |
2025 | 78,050 |
Thereafter | 39,124 |
Total | $ 236,841 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Aug. 15, 2014 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 26, 2017 |
Class of Stock [Line Items] | |||||||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||
Preferred stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Common stock, shares outstanding | 13,635,000 | 13,635,000 | 13,630,000 | ||||
Common stock, shares issued | 13,635,000 | 13,635,000 | 13,630,000 | ||||
Outstanding shares of restricted stock | 60,000 | 60,000 | |||||
Noncontrolling interest in operating partnership | $ 2,891,000 | $ 2,891,000 | $ 3,395,000 | ||||
Ownership units | 316,037 | 316,037 | |||||
Income (loss) attributable to noncontrolling interest in operating partnership | $ 168,000 | $ 206,000 | $ 504,000 | $ 641,000 | |||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||||
Common stock, shares outstanding | 12,995,000 | 12,995,000 | |||||
Public Offerings [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued | 10,200,000 | 10,200,000 | |||||
IPO [Member] | Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock in connection with Merger (in shares) | 3,300,000 | ||||||
Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock, net of offering costs (in shares) | 8,000 | ||||||
Share Price (in dollars per share) | $ 25 | ||||||
Issuance of common stock, net of offering costs | $ 200,000 | ||||||
Common stock, shares issued | 8,000 | 8,000 |
Schedule of shares outstanding
Schedule of shares outstanding (Details) - shares shares in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Shares Outstanding | 13,635 | 13,630 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Shares Outstanding | 12,995 | |
Common Class T [Member] | ||
Class of Stock [Line Items] | ||
Shares Outstanding | 481 | |
Common Class I [Member] | ||
Class of Stock [Line Items] | ||
Shares Outstanding | 159 |
The following table summarizes
The following table summarizes distributions paid in cash and pursuant to the DRP for the three and nine months ended September 30, 2021 and 2020 (in thousands): (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Equity [Abstract] | ||||
Cash distribution | $ 4,404 | $ 4,404 | ||
Distribution paid pursuant to DRIP | [1] | 1,392 | 1,392 | |
Total amount of distribution | $ 5,796 | $ 5,796 | ||
[1] | Amount of distributions paid in shares of common stock pursuant to the DRP. |
Related Party Arrangements (Det
Related Party Arrangements (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||
Jan. 16, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 12, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||
Special Limited Partnership Interests | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Operating expenses | 6,900,000 | ||||||
Operating expenses exceeding limitation | 0 | ||||||
Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Notes payable to related party | $ 20,933,000 | 20,933,000 | |||||
Parent Company [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Operating expenses | 5,200,000 | ||||||
Moody Securities LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of selling commissions on gross offering | 6.00% | 7.00% | |||||
Percentage of dealers manager fee on gross offering | 2.50% | 3.00% | |||||
Affiliated Entity [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payments for commissions | 9,700,000 | ||||||
Dealer manager fees | $ 8,500,000 | ||||||
Percent of organization and offering costs | 15.00% | 15.00% | |||||
Payable to advisor for offering costs | $ 21,100,000 | $ 21,100,000 | |||||
Offering cost directly incurred by company | 12,300,000 | 12,300,000 | |||||
Offering cost reimbursed to advisor | 8,800,000 | 8,800,000 | |||||
Offering costs payable | $ 0 | $ 0 | |||||
Previous percentage of acquisition fee | 1.50% | 1.50% | |||||
Percentage of acquisition fee | 3.85% | 3.85% | |||||
Percentage of base acquisition fee | 1.50% | 1.50% | |||||
Percentage of contingent advisor payment | 2.35% | 2.35% | |||||
Debt financing fee percentage | 1.00% | 1.00% | |||||
Debt financing fee refinanced percentage | 0.75% | 0.75% | |||||
Asset management fee percentage | 1.00% | 1.00% | |||||
Maximum contract sales price percentage for disposition fee | 3.00% | 3.00% | |||||
Maximum contract sales price percentage paid to unaffiliated parties | 6.00% | 6.00% | |||||
Advisor expense reimbursement - alternative 1 | 2.00% | 2.00% | |||||
Advisor expense reimbursement - alternative 2 | 25.00% | 25.00% | |||||
Operating expenses | $ 1,700,000 | ||||||
Operating expenses reimbursed | 1,700,000 | ||||||
Operating expense reimbursement receivable | $ 569,000 | 569,000 | |||||
Affiliated Entity [Member] | Asset Management [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Property manager property management fees | 861,000 | $ 943,000 | 2,600,000 | $ 2,400,000 | |||
Accounting fees | 112,000 | 112,000 | 337,000 | 337,000 | |||
Affiliated Entity [Member] | IPO [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payable to advisor for offering costs | 18,400,000 | 18,400,000 | |||||
Offering cost directly incurred by company | 12,300,000 | 12,300,000 | |||||
Offering cost reimbursed to advisor | 6,100,000 | 6,100,000 | |||||
Affiliated Entity [Member] | Follow-on offering [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payable to advisor for offering costs | 2,700,000 | 2,700,000 | |||||
Offering cost directly incurred by company | 0 | 0 | |||||
Offering cost reimbursed to advisor | $ 2,700,000 | $ 2,700,000 | |||||
Moody National Hospitality Management, LLC - Property Manager (Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly hotel management fee percentage | 4.00% | 4.00% | |||||
Agreement term | 10 years | ||||||
Percentage of annual incentive fee | 15.00% | ||||||
Asset management fee percentage | 8.50% | 8.50% | |||||
Moody National Hospitality Management, LLC - Property Manager (Member] | Investment Advisory, Management and Administrative Service [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Property manager property management fees | $ 1,200,000 | $ 1,200,000 | $ 3,600,000 | $ 3,600,000 |
The following is a summary of a
The following is a summary of activity under the Independent Directors Compensation Plan for the nine months ended September 30, 2021 and year ended December 31, 2020: (Details) - Independent Directors Compensation Plan [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance of non-vested shares at beginning | 5,000 | 7,500 |
Balance of non-vested shares at beginning | $ 23.50 | $ 23.32 |
Shares granted | 5,000 | |
Shares granted | $ 23.50 | |
Shares vested | (3,750) | (7,500) |
Shares vested | $ 23.50 | $ 23.22 |
Balance of non-vested shares at end | 1,250 | 5,000 |
Balance of non-vested shares at end | $ 23.50 | $ 23.50 |
Incentive Award Plan (Details N
Incentive Award Plan (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 33,000 | $ 1,000 | $ 97,000 | $ 129,000 |
Independent Directors Compensation Plan [Member] | Restricted Stock [Member] | Management [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Nonvested of restricted stock common stock | 1,250 | 1,250 | ||
Unrecognized compensation expense | $ 359 | $ 359 | ||
Independent Directors Compensation Plan [Member] | Restricted Stock [Member] | Management [Member] | IPO [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Entitlement number of shares issued, minimum offering exceeds certain specified limit | 5,000 | |||
Minimum offering amount threshold | $ 2,000,000 | |||
Number of shares issued to new joining directors | 5,000 | |||
Entitlement number of shares issued, reelection of directors at annual general meeting | 2,500 | |||
Incentive Award Plan and Independent Directors Compensation Plan [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for issuance | 1,940,000 | 1,940,000 |
Subordinated Participation In_2
Subordinated Participation Interest (Details Narrative) | Sep. 30, 2021 |
Subordinated Participation Interest | |
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% |
The composition of the Company_
The composition of the Company’s restricted cash as of September 30, 2021 and December 31, 2020 are as follows (in thousands): (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Real estate taxes | $ 1,058 | $ 2,235 |
Insurance | 1 | 148 |
Hotel furniture and fixtures | 3,790 | 1,762 |
Debt service | 2,884 | 1,557 |
Property improvement plan | 158 | 158 |
Total restricted cash | $ 7,891 | $ 5,860 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - Moody National REIT I, Inc [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Loss Contingencies [Line Items] | ||||
Franchise fees | $ 1,400,000 | $ 804,000 | $ 3,500,000 | $ 2,700,000 |
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Term of franchise agreements | 10 years | |||
Royalty fees on room revenue | 2.50% | |||
Additional franchise fees on room revenue | 1.50% | |||
Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Term of franchise agreements | 20 years | |||
Royalty fees on room revenue | 6.00% | |||
Additional franchise fees on room revenue | 4.30% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Net operating loss carry-forwards | $ 7,800,000 | |
Net deferred tax assets | 2,300,000 | $ 2,300,000 |
Deferred tax assets, valuation allowance | $ 13,500,000 | $ 10,000,000 |
Description of loss carryforwards expiration | 2033 through 2038 if not utilized by then | |
Subsidiaries [Member] | ||
Net operating loss carry-forwards | $ 58,500,000 | |
Subsidiaries [Member] | Moody National REIT I, Inc [Member] | ||
Net operating loss carry-forwards | $ 7,300,000 |
The income tax expense (benefit
The income tax expense (benefit) for the three and nine months ended September 30, 2021 and 2020 consisted of the following (in thousands): (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Current expense | $ 43 | $ 28 | $ (27) | $ 65 |
Deferred benefit | (955) | (1,747) | (3,524) | (4,851) |
Valuation provision for deferred benefit | 955 | 1,747 | 3,524 | 4,851 |
Total expense | 43 | 28 | (27) | 65 |
Federal | (955) | (1,747) | (3,524) | (4,851) |
Valuation provision for federal taxes | 955 | 1,747 | 3,524 | 4,851 |
State | 43 | 28 | (27) | 65 |
Total tax expense | $ 43 | $ 28 | $ (27) | $ 65 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Nov. 15, 2021USD ($)Number |
Subsequent Event [Line Items] | |
Number of Loans | Number | 14 |
Loans | $ | $ 500,000 |
Interest rate - debt | 3.75% |