UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________to ___________
Commission
file number
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction
of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area
Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
| Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☑ | Smaller reporting company | ||
| Emerging Growth Company |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes ☐ |
As of August 11, 2024, there were shares of the registrant’s common stock issued and outstanding, consisting of 13,000,645 shares of Class A common stock, 159,092 shares of Class I common stock, and 480,692 shares of Class T common stock.
MOODY
NATIONAL REIT II, INC.
INDEX
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
MOODY
NATIONAL REIT II, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
| June
30, 2024 |
December
31, 2023 |
|||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Investment in hotel properties, net | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Accounts
receivable, net of allowance of $ |
||||||||
| Prepaid expenses and other assets | ||||||||
| Deferred
franchise costs, net of accumulated amortization of $ |
||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Liabilities: | ||||||||
| Notes
payable, net of unamortized debt issuance costs of $ |
$ | $ | ||||||
| Notes payable to related party | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Due to related parties, net | ||||||||
| Dividends payable | ||||||||
| Total Liabilities | ||||||||
| Special Limited Partnership Interests | ||||||||
| Equity: | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value per share; shares authorized; shares issued and outstanding | ||||||||
| Common stock, $ par value per share; shares authorized, shares issued and outstanding at June 30, 2024 and December 31, 2023 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total stockholders’ equity | ||||||||
| Noncontrolling interests in Operating Partnership | ||||||||
| Total Equity | ||||||||
| Total Liabilities and Equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
3
MOODY
NATIONAL REIT II, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||
| Revenue | |||||||||||||
| Room revenue | $ | |
$ | $ | |
$ | |||||||
| Other hotel revenue | |
|
|||||||||||
| Total hotel revenue | |||||||||||||
| Expenses | |||||||||||||
| Hotel operating expenses | |
|
|||||||||||
| Property taxes, insurance and other | |
|
|||||||||||
| Depreciation and amortization | |
|
|||||||||||
| Corporate general and administrative | |||||||||||||
| Loss on impairment of hotel properties | |||||||||||||
| Total expenses | |||||||||||||
| Operating income (loss) | ( |
) | ( |
) | ( |
) | |||||||
| Interest expense and amortization of debt issuance costs | |||||||||||||
| Loss before income taxes | ( |
) | ( |
) | ( |
) | ( |
) | |||||
| Income tax expense | |||||||||||||
| Net loss | ( |
) | ( |
) | ( |
) | ( |
) | |||||
| Loss attributable to noncontrolling interests in Operating Partnership | |||||||||||||
| Net loss attributable to common stockholders | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |
| Per-share information – basic and diluted: | |||||||||||||
| Net loss attributable to common stockholders | $ | ) | $ | ) | $ | ) | $ | ) | |||||
| Weighted average common shares outstanding | |||||||||||||
See accompanying notes to consolidated financial statements.
4
.
MOODY
NATIONAL REIT II, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Three and six months ended June 30, 2024 and 2023
(in thousands)
(unaudited)
| Preferred Stock | Common Stock | Noncontrolling
Interests in Operating Partnership | ||||||||||||||||||||||||||||||||||
| Number
of Shares | Par Value | Number of Shares | Par Value | Additional Paid-In Capital | Accumulated Deficit | Number of Units | Value | Total Equity | ||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
5
MOODY
NATIONAL REIT II, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt issuance costs | ||||||||
| Loss on impairment of hotel properties | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Due to related parties | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Improvements and additions to hotel properties | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds of note payable | ||||||||
| Repayment of notes payable | ( | ) | ( | ) | ||||
| Proceeds of notes payable to related party | ||||||||
| Payment of debt issuance costs | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents and restricted cash | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Activity | ||||||||
| Interest paid | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
6
MOODY NATIONAL REIT II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(unaudited)
| 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 June 30, 2024, the Company owned interests in fifteen hotel properties located in six states comprising a total of
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 $
On June 26, 2017, the Company reallocated the Company’s shares of common stock as Class A common stock, $ par value per share (“Class A Shares”), Class D common stock, $ par value per share (“Class D Shares”), Class I common stock, $ par value per share (“Class I Shares”), and Class T common stock, $ par value per share (“Class T Shares” and, together with the Class A Shares, the Class D Shares and the Class I Shares, the “Shares”). On January 16, 2018, the Advisor (as defined below) assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with the Company’s public offering; provided, however, that the Advisor intends to recoup the selling commissions, dealer manager fees and stockholder servicing fees that it funds through an increased acquisition fee, or “Contingent Advisor Payment,” as described in Note 6, “Related Party Arrangements.”
On January 18, 2018, the Company filed a registration statement on Form S-11 (Registration No. 333-222610) registering $.0 million in any combination of the Shares to be sold on a “best efforts” basis in the Company’s follow-on public offering. The SEC declared the registration statement effective on July 19, 2018.
The Company’s follow-on public offering was terminated (including pursuant to the DRP) effective as of March 25, 2020 due to the impact that the spread of COVID-19, a disease caused by a novel strain of coronavirus, had on the Company’s hotel properties. The Company accepted investors’ subscriptions for and issued an aggregate of shares in the Company’s initial public offering and follow-on offering, excluding shares issued in connection with the Company’s merger with Moody National REIT I, Inc. and including shares pursuant to the DRP, resulting in gross offering proceeds of $. The Company accepted investors’ subscriptions for and issued shares in the follow-on offering, including shares pursuant to the DRP, resulting in gross offering proceeds of $ for the follow-on offering.
The Company’s advisor is Moody National Advisor II, LLC (the “Advisor”), a Delaware limited liability company and an affiliate of the Sponsor. Pursuant to an advisory agreement among the Company, the OP (defined below) and the Advisor (the “Advisory Agreement”), and subject to certain restrictions and limitations therein, the Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company.
Substantially
all of the Company’s business is conducted through Moody National Operating Partnership II, LP, a Delaware limited partnership
(the “OP”). The Company is the sole general partner of the OP. The initial limited partners of the OP were Moody OP
Holdings II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Moody Holdings II”),
and Moody National LPOP II, LLC (“Moody LPOP II”), an affiliate of the Advisor. Moody Holdings II initially invested
$
7
COVID-19 Pandemic
The global COVID-19 pandemic had a significant adverse effect on the Company’s financial condition and operating results.
The COVID-19 pandemic dramatically reduced travel, which had an unprecedented adverse impact on the hotel industry. As a result, the COVID-19 pandemic had 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 experienced a significant decline in bookings, occupancy and revenues across the Company’s hotel properties. The Company’s hotel properties operated at a property net operating loss since the outbreak of COVID-19, which had an adverse impact on the Company’s results of operations and cash flow from operations. In addition, the Company reduced certain services and amenities at the Company’s hotel properties.
Each of the Company’s hotel properties is subject to a mortgage loan secured by the Company’s ownership interest in the property. If the Company is unable to service the mortgage loan secured by a hotel property due to decreased revenues generated by such property, the lender with respect to such mortgage loan may initiate foreclosure procedures with respect to the property or initiate other available remedies. As of the date of this Quarterly Report, the Company is current with respect to the payments due under the mortgage loans secured by the Company’s hotel properties or is in compliance with the modified terms of certain mortgage loans as agreed to with the lenders and other accommodations. During 2021, certain lenders agreed to limited loan modifications, including temporary deferrals of interest and principal payments and agreements to forebear 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 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 Company’s board of directors (“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.
| 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.
8
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
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 June 30, 2024, total offering costs for the initial public offering and the follow-on offering were $
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 shareholders for a sufficient number of days in 2015. Prior to qualifying to be taxed as a REIT, the Company was subject to normal federal and state corporation income taxes.
Provided
that the Company continues to qualify as a REIT, it generally will not be subject to federal corporate income tax to the extent
it distributes its REIT taxable income to its stockholders, so long as it distributes at least
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 June 30, 2024.
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 2019 through 2023 remaining subject to examination by various federal and state tax jurisdictions. For more information, see Note 10, “Income Taxes.”
9
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.
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 hotel properties, see Note 3, “Investment in Hotel Properties.” For the fair value of the Company’s notes payable, see Note 4, “Debt.”
Concentration of Risk
As of June 30, 2024, 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 along with the balances on deposit at such institutions to minimize the Company’s potential risk and believes that it is not exposed to any significant credit risk in cash and cash equivalents or restricted cash.
The
Company holds cash accounts at several institutions in excess of the Federal Deposit Insurance Corporations (the “FDIC”)
protection limits of $
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.
10
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 a component of 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 | ||
| Exterior improvements | ||
| Furniture, fixtures and equipment |
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. Losses on impairment of hotel properties were $21.8 million and $0 for the three and six months ended June 30, 2024 and 2023.
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. The Company has recorded an impairment based on management’s best estimate of fair value at June 30, 2024. This is a significant estimate that could materially change within one year. For loss on impairment of the Company’s hotel properties, see Note 3, “Investment in Hotel Properties.”
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. 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 90 days or less at the date of purchase.
11
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.
The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented in the unaudited consolidated statement of cash flows as of June 30, 2024 and 2023 (in thousands):
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | ||||||
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 $
Expected future amortization of deferred franchise costs as of June 30, 2024 is as follows (in thousands):
| Years Ending December 31, | |||||
| 2024 | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total | $ | ||||
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 $
| Years Ending December 31, | |||||
| 2024 | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total | $ | ||||
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. There were no non-vested shares of restricted common stock as of June 30, 2024 and December 31, 2023 held by the Company’s independent directors.
12
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” which requires entities to expand disclosures regarding the reconciliation of income tax rate and the amount of income taxes paid, net of refunds received, disaggregated by federal state and foreign jurisdiction.
Other recently issued accounting standards or pronouncements not disclosed in the foregoing paragraph have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the Company’s consolidated financial statements.
| 3. | Investment in Hotel Properties |
The following table sets forth summary information regarding the Company’s investment in hotel properties as of June 30, 2024 (all $ amounts in thousands):
| Property Name | Date Acquired | Location | Ownership Interest | Original Purchase | Rooms | Mortgage Debt Outstanding(2) | ||||||||||||||
| % | $ | $ | ||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
South Carolina | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| (3 | ) | |||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| (4 | ) | |||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| Totals | $ | $ | ||||||||||||||||||
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
13
Investment in hotel properties consisted of the following at June 30, 2024 and December 31, 2023 (all amounts in thousands):
| June 30, 2024 | December 31, 2023 | |||||||
| Land | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Furniture, fixtures and equipment | ||||||||
| Total cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Investment in hotel properties, net | $ | $ | ||||||
Based on unobservable
inputs in which there is little or no market data, the Company developed its own assumptions in determining the fair value of and an
aggregate loss on impairment of $
| 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
As of June 30, 2024 and December 31, 2023, the Company’s mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands):
| Loan | Principal as of June 30, 2024 | Principal as of December 31, 2023 | Interest Rate at June 30, 2024 | Maturity Date | ||||||||||
| Residence Inn Austin | $ | $ | % | |||||||||||
| Springhill Suites Seattle | % | |||||||||||||
| Homewood Suites Woodlands | % | |||||||||||||
| Hyatt Place Germantown | % | |||||||||||||
| Hyatt Place North Charleston | % | |||||||||||||
| Hampton Inn Austin (1) | % | |||||||||||||
| Residence Inn Grapevine (1) | % | |||||||||||||
| Marriott Courtyard Lyndhurst | % | |||||||||||||
| Hilton Garden Inn Austin | % | |||||||||||||
| Hampton Inn Great Valley | % | |||||||||||||
| Embassy Suites Nashville | % | |||||||||||||
| Homewood Suites Austin | % | |||||||||||||
| Townplace Suites Fort Worth | % | |||||||||||||
| Hampton Inn Houston | % | |||||||||||||
| Residence Inn Houston Medical Center | % | |||||||||||||
| U.S. Small Business Administration Economic Injury Disaster Loans | % | |||||||||||||
| Total notes payable | ||||||||||||||
| Less unamortized debt issuance costs | ( | ) | ( | ) | ||||||||||
| Total notes payable, net of unamortized debt issuance costs | $ | $ | ||||||||||||
| (1) |
14
Monthly payments of principal and interest are due and payable until the maturity date, except that monthly installments of principal and interest begin two years from the dates of the U.S. Small Business Administration Economic Injury Disaster Loans.
Each of the Company’s hotel properties are subject to a mortgage loan bearing interest at a fixed rate secured by the Company’s ownership interest in the property, except for Hyatt Place North Charleston and the Hampton Inn Houston mortgage loans which bear interest at a floating rate.
Scheduled maturities of the Company’s notes payable as of June 30, 2024 are as follows (all amounts in thousands):
| Years ending December 31, | |||||
| 2024 | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total | $ | ||||
Economic Injury Disaster Loans
The
Company obtained fifteen Loans (“Loans”) of $
Notes Payable to Related Party
On
March 30, 2021, Moody National Capital, LLC (“Moody Capital”), an affiliate of the Company, loaned the Company $
From
April 2021 to August 16, 2021, Moody Capital made a series of advances to the Company to meet specific cash flow 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 $
From
August 20, 2021 to September 30, 2021, Moody Capital made a series of advances to the Company to meet specific cash flow needs.
These advances were memorialized in a promissory note (“Third Related Party Note”) with a total maximum aggregate
loan amount of $
15
From
April 13, 2022 to September 30, 2023, Moody Capital made a series of advances to the Company to meet specific cash flow needs.
These advances were memorialized in a promissory note (“Fourth Related Party Note”) with a total maximum aggregate
loan amount of $
From
January 1, 2024 to June 30, 2024, Moody Capital made a series of advances to the Company to meet specific cash flow needs. These
advances were memorialized in a promissory note (“Fifth Related Party Note”) with a total maximum aggregate loan amount
of $
Interest will be paid on the Related Party Note, the Second Related Party Note, the Third Related Party Note, the Fourth Related Party Note, and the Fifth 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 semi-annually. 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, the Third Related Party Note, the Fourth Related Party Note, and the Fifth Related Party Note without any prepayment penalty.
The
estimated fair value of the Company’s notes payable as of June 30, 2024 and December 31, 2023, was $
| 5. | Equity |
Capitalization
Under
its Charter, the Company has the authority to issue .0 billion shares of common stock and .0 million shares of preferred stock.
All shares of such stock have a par value of $ per share. On August 15, 2014, the Company sold shares of common stock
to the Sponsor at a purchase price of $ per share for an aggregate purchase price of $
| Class | Shares Outstanding as of June 30, 2024 | ||||
| Class A Shares | |||||
| Class T Shares | |||||
| Class I Shares | |||||
| Total | |||||
16
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 had on 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.
Noncontrolling Interest in Operating Partnership
Noncontrolling
interest in the OP at June 30, 2024 and December 31, 2023 was $ million and $ million, respectively, which represented
| 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 $
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
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
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
As
of June 30, 2024, total offering costs for the initial public offering and the follow-on offering were $
17
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
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 six months ended June 30, 2024 and 2023.
Financing Coordination Fee
The
Advisor also receives financing coordination fees of
Property Management Fee
The
Company pays Moody National Hospitality Management, LLC (“Property Manager”) a monthly hotel management fee equal
to
The
Company may pay an annual incentive fee to Property Manager. Such annual incentive fee is equal to
18
Asset Management Fee
The
Company pays the Advisor a monthly asset management fee of one-twelfth of
Disposition Fee
The
Company may also pay 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
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)
Notes Payable to Related Party
See
Note 4, “Debt” to the consolidated financial statements for a description of notes payable to related party. The balance
of notes payable to related party was $
Due to Related Parties, Net
The composition of the amounts due to related parties, net as of June 30, 2024 and December 31, 2023 is as follows (in thousands):
| June 30, 2024 | December 31, 2023 | |||||||
| Operating expense reimbursement | $ | $ | ||||||
| Asset management fee | ||||||||
| Accounts payable to Property Manager | ||||||||
| Accrued interest on related party notes | ||||||||
| Total due to related parties, net | $ | $ | ||||||
| 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 shares
of restricted stock when the Company raised the minimum offering amount of $
19
For the three months ended June 30, 2024 and 2023, and for the six months ended June 30, 2024 and 2023, no compensation expense was recorded by the Company related to such shares of restricted stock. As of June 30, 2024, there were non-vested shares of restricted common stock granted pursuant to the Independent Directors Compensation Plan.
| 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
| 9. | Commitments and Contingencies |
Restricted Cash
Under certain management and debt agreements existing at June 30, 2024, the Company escrows payments required for real estate taxes, insurance, replacement of hotel furniture and fixtures, debt service and property improvement plans. The composition of the Company’s restricted cash as of June 30, 2024 and December 31, 2023 are as follows (all amounts in thousands):
June 30, 2024 | December 31, 2023 | |||||||
| Real estate taxes | $ | $ | ||||||
| Insurance | ||||||||
| Hotel furniture and fixtures | ||||||||
| Debt service | ||||||||
| Property improvement plan | ||||||||
| Total restricted cash | $ | $ | ||||||
Franchise Agreements
As
June 30, 2024, 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
20
| 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 June 30, 2024, the Company had operating loss and capital loss carry-forwards of $
The
Company had deferred tax assets of $
The income tax expense (benefit) for the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands):
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Current expense | $ | $ | $ | $ | ||||||||||||
| Deferred benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Valuation provision for deferred benefit | ||||||||||||||||
| Total expense | $ | $ | $ | $ | ||||||||||||
| Federal | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Valuation provision for federal taxes | ||||||||||||||||
| State | ||||||||||||||||
| Total tax expense | $ | $ | $ | $ | ||||||||||||
On
June 30, 2024, the Company had net deferred tax assets of $
| 11. | Subsequent Events |
In preparing the consolidated financial statements, the Company has evaluated all subsequent events and transactions for potential recognition or disclosure through August 16, 2024, the date the consolidated financial statements were available for issuance.
Townplace Suites Fort Worth
On
July 31, 2024, a subsidiary of the OP (“Seller”) entered into a purchase and sale agreement for the sale of the Townplace
Suites Fort Worth property (the “Sale Agreement”). Pursuant to the Sale Agreement, Seller agreed to sell the Townplace
Suites Fort Worth property to an unaffiliated purchaser for an aggregate purchase price, subject to offsets and credits as set
forth in the Sale Agreement, of $
21
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Moody National REIT II, Inc. and the notes thereto. As used herein, the terms “we,” “our,” “us” and “our company” refer to Moody National REIT II, Inc. and, as required by context, Moody National Operating Partnership II, LP, a Delaware limited partnership, which we refer to as our “operating partnership,” and to their respective subsidiaries. References to “shares” and “our common stock” refer to the shares of our common stock.
Forward-Looking Statements
Certain statements included in this quarterly report on Form 10-Q, or this Quarterly Report, that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terms.
The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors that could have a material adverse effect on our operations and prospects include, but are not limited to:
| ● | our ability to obtain financing or refinancing on acceptable terms, satisfy our existing debt service obligations and negotiate extensions or other modifications to the terms of our existing financing arrangements to the extent necessary; |
| ● | foreclosure or other actions initiated by lenders in response to our default on loans secured by our properties; |
| ● | whether we will be able to resume raising capital pursuant to public or private offerings of our securities; |
| ● | our ability to effectively dispose of properties classified as held-for-sale upon acceptable terms; |
| ● | our ability to identify and acquire real estate and real estate-related assets on terms that are favorable to us; |
| ● | risks inherent in the real estate business, including the lack of liquidity for real estate and real estate-related assets on terms that are favorable to us; |
| ● | our ability to compete in the hotel industry; |
| ● | adverse developments affecting our sponsor and its affiliates; |
| ● | the availability of cash flow from operating activities for distributions; |
| ● | changes in economic conditions generally and the real estate and debt markets specifically; |
| ● | conflicts of interest arising out of our relationship with our advisor and its affiliates; |
| ● | legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts; |
| ● | the availability of capital; |
| ● | our ability to continue to qualify as a real estate investment trust; and |
| ● | changes in interest rates. |
22
Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon any forward-looking statements included herein. All forward-looking statements are made as of the date of this Quarterly Report and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements made after the date of this Quarterly Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report, including, without limitation, the risks described under “Risk Factors,” the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report will be achieved.
Overview
We are a Maryland corporation formed on July 25, 2014, to invest in a portfolio of select-service hospitality properties with premier brands including, but not limited to, Marriott, Hilton and Hyatt. We have elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, beginning with our taxable year ended December 31, 2016. We own, and in the future intend to own, substantially all of our assets and conduct our operations through Moody National Operating Partnership II, LP, or our operating partnership. We are the sole general partner of our operating partnership, and the initial limited partners of our operating partnership were our subsidiary, Moody OP Holdings II, LLC, or Moody Holdings II, and Moody National LPOP II, LLC, or Moody LPOP II, an affiliate of our advisor (as defined below). Moody Holdings II invested $1,000 in our operating partnership in exchange for limited partnership interests in our operating partnership, and Moody LPOP II invested $1,000 in our operating partnership in exchange for special limited partnership interests in our operating partnership.
We are externally managed by Moody National Advisor II, LLC, a related party, which we refer to as our advisor, pursuant to an advisory agreement among us, our operating partnership and our advisor, or the advisory agreement. Our advisor was formed in July 2014. Moody National REIT Sponsor, LLC, which we refer to as our sponsor, is owned and managed by Brett C. Moody, who also serves as our Chief Executive Officer and President and the Chief Executive Officer and President of our advisor.
On January 20, 2015, we commenced our initial public offering of up to $1.1 billion in shares of common stock, consisting of up to $1.0 billion in shares of our common stock offered to the public and up to $100 million in shares offered to our stockholders pursuant to our distribution reinvestment plan, or the DRP. On June 26, 2017, we reallocated the shares of our common stock being sold in our initial public offering as Class A common stock, $0.01 par value per share, or the Class A Shares, Class I common stock, $0.01 par value per share, or the Class I Shares, and Class T common stock, $0.01 par value per share, or the Class T Shares. We collectively refer to the Class A Shares, Class I Shares and Class T Shares as our “shares.” On July 19, 2018, we commenced our follow-on public offering of up to $990 million in any combination of the three classes of our shares, consisting of up to $895 million in shares of our common stock offered to the public and up to $95 million in shares of our common stock offered to our stockholders pursuant to the DRP.
Our follow-on public offering was terminated (including pursuant to the DRP) effective as of March 25, 2020. We accepted investors’ subscriptions for and issued an aggregate of 10.2 million shares in our initial public offering and our follow-on public offering, excluding shares issued in connection with the Mergers (as defined below) and including 567,000 shares pursuant to the DRP, resulting in aggregate gross offering proceeds of $234.6 million. We accepted investors’ subscriptions for and issued 4.1 million shares in the follow-on offering, including 352,000 shares pursuant to the DRP, resulting in gross offering proceeds of $87.2 million for the follow-on public offering.
Effective January 16, 2018, our advisor assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with our public offering; provided, however, that our advisor intends to recoup the selling commissions, dealer manager fees and stockholder servicing fees that it funded through receipt of an increased acquisition fee (as discussed in Note 6, “Related Party Agreements-Acquisition Fees,” in the accompanying consolidated financial statements).
Moody Securities, LLC, an affiliate of our advisor, which we refer to as the “dealer manager” or “Moody Securities,” is our dealer manager and was responsible for the distribution of our common stock in our public offerings.
As of June 30, 2024, our portfolio consisted of ownership interests in fifteen hotel properties located in six states, comprising a total of 2,123 rooms. Our principle executive offices are located at 9655 Katy Freeway, Suite 600, Houston, Texas 77024, and our main telephone number is (713) 977-7500.
COVID-19 Pandemic
The global COVID-19 pandemic had a significant adverse effect on our financial condition and operating results. COVID-19 dramatically reduced travel, which had an unprecedented adverse impact on the hotel industry. As a result, the COVID-19 pandemic had a significant adverse effect on the operating results of our hotel properties, which depend primarily upon revenues driven by business and leisure travel, and on our business, financial performance and operating results. Since March 2020, we experienced a significant decline in bookings, occupancy and revenues across our hotel properties. Our hotel properties have operated at a property net operating loss since the outbreak of COVID-19, which had an adverse impact on our results of operations and cash flow from operations. In addition, we reduced certain services and amenities at our hotel properties.
23
Each of our hotel properties is subject to a mortgage loan secured by our ownership interest in the property. If we are unable to service the mortgage loan secured by a hotel property due to decreased revenues generated by such property, the lender with respect to such mortgage loan may initiate foreclosure procedures with respect to the property or initiate other available remedies. As of the date of this Quarterly Report, we are current with respect to the payments due under the mortgage loans secured by our hotel properties or are in compliance with the modified terms of certain mortgage loans and other accommodations as agreed to with the lenders. As discussed in Note 4, “Debt,” to the consolidated financial statements included in the Quarterly Report, during 2021 certain lenders agreed to limited loan modifications, including temporary deferrals of interest and principal payments and agreements to forebear the enforcement of default remedies available under the terms of the loan documents. As of the date of this Quarterly Report, no lenders accelerated the maturity of any of the loans secured by our properties or initiated foreclosure procedures with respect to any of our properties. However, there can be no guarantee that the lenders will continue to agree to further loan modifications or accommodations and will not elect to exercise the remedies available to them under the loan documents, including acceleration or foreclosure actions. The exercise of any such remedies by a lender will have an adverse effect on our financial condition and results of operations and will impair our ability to resume the payment of distributions to our stockholders.
In response to the COVID-19 pandemic, we terminated our public offering of common stock (including pursuant to the DRP), effective as of March 2020. We are not currently raising capital through the sale of our securities and we do not intend to begin to do so in the near term. We also indefinitely suspended the payment of distributions to our stockholders effective as of March 2020 and the operation of our share repurchase program effective as of April 2020. Our board of directors and our management continue to evaluate our financial condition and the overall economic environment to determine if and when we will seek to resume raising capital, resume the payment of distributions and reinstate our share repurchase program. Specifically, our board of directors, in consultation with management, will continue to monitor our operations and intends to resume distributions at a time and level determined to be prudent in relation to our other cash requirements or in order to maintain our REIT status for federal income tax purposes. However, it is impossible to predict if or when we will be able to take any such actions.
Merger with Moody National REIT I, Inc.
On September 27, 2017, the merger of Moody National REIT I, Inc., or Moody I, with and into our company, and the merger of Moody National Operating Partnership I, L.P., or Moody I OP, the operating partnership of Moody I, with and into our operating partnership, or the Mergers, were completed. For additional discussion of the Mergers, see the notes to the consolidated financial statements included in this Quarterly Report.
Factors Which May Influence Results of Operations
Economic Conditions Affecting Our Target Portfolio
Adverse economic conditions affecting the hospitality sector, the geographic regions in which we plan to invest or the real estate market generally may have a material impact on our capital resources and the revenue or income to be derived from the operation of our hospitality investments. As discussed above, the COVID-19 pandemic had a significant adverse effect on our hotel properties.
Offering Proceeds
Our ability to make investments depends in significant part upon the net proceeds raised from the sale of our securities and our ability to finance the acquisition of our investments. As discussed above, we terminated our public offering of common stock (including pursuant to the DRP), effective as of March 2020. Our ability to acquire additional assets, satisfy our debt service obligations and pay other operating expenses will be adversely impacted until such time as we resume raising capital. If we are not able to resume raising capital, we will make fewer investments resulting in relatively less portfolio diversification and sources of income, and the likelihood of our profitability being affected by the performance of any one of our investments will increase. In addition, if we are unable to resume raising capital, our fixed operating expenses as a percentage of gross income will be relatively higher than if we do not resume raising capital, which could affect our net income and results of operations. We cannot predict if or when we will be able to resume raising capital in a public offering or that we will identify other means of raising significant additional capital.
24
Results of Operations
We were formed on July 25, 2014. As of both June 30, 2024 and 2023, we legally owned interests in fifteen hotel properties located in six states, comprising a total of 2,123 rooms.
Beginning in March 2020, COVID-19 caused widespread cancellations of both business and leisure travel throughout the United States, resulting in significant decreases in bookings, occupancy and revenues throughout our hotel portfolio and the hospitality industry as a whole. Revenues for the year ended December 31, 2023 increased from the year ended December 2022 and nearly equaled the revenue for the year ended December 31, 2019, the last full year prior to the pandemic. We expect a recovery in revenues as travel continues to improve.
Comparison of the three months ended June 30, 2024 versus the three months ended June 30, 2023
Revenue
Hotel revenue increased to $22.8 million for the three months ended June 30, 2024 from $22.5 million for the three months ended June 30, 2023.
The table below sets forth a comparison of hotel revenues for the hotels owned continuously for the three months ended June 30, 2024 and 2023 (all amounts in thousands).
| Three months ended June 30, | Increase | |||||||||||
| 2024 | 2023 | (Decrease) | ||||||||||
| Residence Inn Austin | $ | 1,297 | $ | 1,286 | $ | 11 | ||||||
| Springhill Suites Seattle | 3,325 | 2,945 | 380 | |||||||||
| Homewood Suites Woodlands | 885 | 767 | 118 | |||||||||
| Hyatt Place Germantown | 1,260 | 1,139 | 121 | |||||||||
| Hyatt Place North Charleston | 950 | 757 | 193 | |||||||||
| Hampton Inn Austin | 1,051 | 1,002 | 49 | |||||||||
| Residence Inn Grapevine | 1,843 | 1,732 | 111 | |||||||||
| Marriott Courtyard Lyndhurst | 1,206 | 2,030 | (824 | ) | ||||||||
| Hilton Garden Inn Austin | 1,109 | 1,218 | (109 | ) | ||||||||
| Hampton Inn Great Valley | 1,070 | 1,088 | (18 | ) | ||||||||
| Embassy Suites Nashville | 4,128 | 3,972 | 156 | |||||||||
| Homewood Suites Austin | 1,151 | 1,203 | (52 | ) | ||||||||
| Townplace Suites Fort Worth | 727 | 756 | (29 | ) | ||||||||
| Hampton Inn Houston | 770 | 598 | 172 | |||||||||
| Residence Inn Houston Medical Center | 1,994 | 1,996 | (2 | ) | ||||||||
| Total | $ | 22,766 | $ | 22,489 | $ | 277 | ||||||
Hotels with the largest percentage increase in revenues during the three months ended June 30, 2024 as compared to the same period in 2023 were Hampton Inn Houston (29%), Hyatt Place North Charleston (25%), Homewood Suites Woodlands (15%), and Springhill Suites Seattle (13%). The hotels with the largest percentage decrease in revenues during the three months ended June 30, 2024 as compared to the same period in 2023 were the Marriott Courtyard Lyndhurst (41%) and the Hilton Garden Inn Austin (9%).
Hotel Operating Expenses
Hotel operating expenses decreased to $14.1 million for the three months ended June 30, 2024 from $14.7 million for the three months ended June 30, 2023. Such decrease was primarily due to legislative change in state franchise tax calculations offset by increases in prices for goods and services and to the decreased occupancy at certain hotel properties.
Property Taxes, Insurance and Other
Property taxes, insurance and other expenses increased to $1.8 million for the three months ended June 30, 2024 from $1.7 million for the three months ended June 30, 2023. The increase in property taxes, insurance and other expenses was primarily due to increases in certain state and local property taxes.
Depreciation and amortization
Depreciation and amortization was $4.0 million for each of the three months ended June 30, 2024 and 2023.
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Corporate General and Administrative Expenses
Corporate general and administrative expenses increased to $1.8 million for the three months ended June 30, 2024 from $1.7 million for the three months ended June 30, 2023. These general and administrative expenses consisted primarily of asset management fees, professional fees and directors’ fees.
Interest Expense and Amortization of Debt Issuance Costs
Interest expense and amortization of debt issuance costs increased to $4.9 million for the three months ended June 30, 2024 from $4.3 million for the three months ended June 30, 2023. In future periods our interest expense will vary based on the amount of our borrowings, which will depend on the availability and cost of borrowings and our ability to identify and acquire assets that meet our investment objectives.
Loss on Impairment of Hotel Properties
Loss on impairment of hotel properties was $21.8 million and $0 for the three months ended June 30, 2024 and 2023, respectively. We recognized loss on impairment of hotel properties to adjust the carrying amount of the Marriott Courtyard Lyndhurst, Townplace Suites Fort Worth and Residence Inn Houston Medical Center to estimated fair value.
Income Tax Expense
Our income tax expense was $84,000 for the three months ended June 30, 2024 compared to $82,000 for the three months ended June 30, 2023. The increase was due to an increase in state taxable income of our taxable REIT subsidiary, or TRS, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.
Comparison of the six months ended June 30, 2024 versus the six months ended June 30, 2023
Revenue
Hotel revenue was $40.9 million for each of the six months ended June 30, 2024 and 2023.
The table below sets forth a comparison of hotel revenues for the hotels we owned continuously for the six months ended June 30, 2024 and 2023 (all amounts in thousands):
| Six months ended June 30, | Increase | |||||||||||
| 2024 | 2023 | (Decrease) | ||||||||||
| Residence Inn Austin | $ | 2,377 | $ | 2,690 | $ | (313 | ) | |||||
| Springhill Suites Seattle | 5,306 | 4,337 | 969 | |||||||||
| Homewood Suites Woodlands | 1,604 | 1,492 | 112 | |||||||||
| Hyatt Place Germantown | 2,196 | 2,078 | 118 | |||||||||
| Hyatt Place North Charleston | 1,657 | 1,315 | 342 | |||||||||
| Hampton Inn Austin | 1,965 | 2,068 | (103 | ) | ||||||||
| Residence Inn Grapevine | 3,520 | 3,400 | 120 | |||||||||
| Marriott Courtyard Lyndhurst | 2,270 | 3,262 | (992 | ) | ||||||||
| Hilton Garden Inn Austin | 2,033 | 2,403 | (370 | ) | ||||||||
| Hampton Inn Great Valley | 1,694 | 1,779 | (85 | ) | ||||||||
| Embassy Suites Nashville | 6,864 | 6,895 | (31 | ) | ||||||||
| Homewood Suites Austin | 2,267 | 2,390 | (123 | ) | ||||||||
| Townplace Suites Fort Worth | 1,422 | 1,483 | (61 | ) | ||||||||
| Hampton Inn Houston | 1,421 | 1,199 | 222 | |||||||||
| Residence Inn Houston Medical Center | 4,332 | 4,134 | 198 | |||||||||
| Total | $ | 40,928 | $ | 40,925 | $ | 3 | ||||||
Hotels with the largest percentage increase in revenues during the six months ended June 30, 2024 as compared to the same period in 2023 were Hyatt Place North Charleston (26%), Springhill Suites Seattle (22%), and Hampton Inn Houston (19%). The hotels with the largest percentage decrease in revenues during the six months ended June 30, 2024 as compared to the same period in 2023 were the Marriott Courtyard Lyndhurst (30%) and the Hilton Garden Inn Austin (15%).
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Hotel Operating Expenses
Hotel operating expenses decreased to $27.1 million for the six months ended June 30, 2024 from $28.0 million for the six months ended June 30, 2023. Such decrease was primarily due to legislative change in state franchise tax calculations offset by increases in prices for goods and services and to the decreased occupancy at certain hotel properties.
Property Taxes, Insurance and Other
Property taxes, insurance and other expenses increased to $3.5 million for the six months ended June 30, 2024 from $3.2 million for the six months ended June 30, 2023. The increase in property taxes, insurance and other expenses was primarily due to increases in certain state and local property taxes.
Depreciation and Amortization
Depreciation and amortization increased to $8.1 million for the six months ended June 30, 2024 from $7.9 million for the six months ended June 30, 2023.
Corporate General and Administrative Expenses
Corporate general and administrative expenses increased to $3.6 million for the six months ended June 30, 2024 from $3.5 million for the six months ended June 30, 2023. These general and administrative expenses consisted primarily of asset management fees, professional fees and directors’ fees.
Interest Expense and Amortization of Debt Issuance Costs
Interest expense and amortization of debt issuance costs increased to $9.4 million for the six months ended June 30, 2024 from $8.1 million for the six months ended June 30, 2023. The increase in interest expense and amortization of debt issuance costs was primarily due to an increase in the balance of notes payable to related party and an increase in interest rates for matured loans and loan renewals, extensions and refinancings. In future periods our interest expense will vary based on the amount of our borrowings, which will depend on the availability and cost of borrowings and our ability to identify and acquire assets that meet our investment objectives.
Loss on Impairment of Hotel Properties
Loss on impairment of hotel properties was $21.8 million and $0 for the six months ended June 30, 2024 and 2023, respectively. We recognized loss on impairment of hotel properties to adjust the carrying amount of the Marriott Courtyard Lyndhurst, Townplace Suites Fort Worth and Residence Inn Houston Medical Center to estimated fair value.
Income Tax Expense
Our income tax expense was $96,000 for the six months ended June 30, 2024 compared to $107,000 for the six months ended June 30, 2023. The decrease was due to an decrease in state taxable income of our TRS for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
Liquidity and Capital Resources
Our principal demand for funds is for the payment of operating expenses, principal and interest payments on our outstanding indebtedness, the acquisition of real estate assets, and, to the extent we elect to resume the payment of distributions, the payment of distributions to our stockholders.
Our principal short-term source of liquidity is the operating cash flows generated from our hotel properties. Historically, proceeds from our public offering supplied a significant portion of our available cash. However, our public offering has been terminated and we cannot predict if or when we will be able to resume raising capital pursuant to the sale of our securities. If we are able to resume raising capital pursuant to an offering of our securities, there may be a delay between the sale of our securities and our purchase of assets, which could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations. Since 2020, we have taken measures to preserve capital and increase liquidity, including suspending our monthly distribution and postponing non-essential capital improvements. We anticipate funding our near-term cash needs with improving operating cash flows generated from our properties.
We may, but are not required to, establish working capital reserves out of cash flow generated by our real estate assets or out of proceeds from the sale of our real estate assets. We do not anticipate establishing a general working capital reserve; however, we may establish working capital reserves with respect to particular investments. We also may, but are not required to, establish reserves out of cash flow generated by our real estate assets or out of net sale proceeds in non-liquidating sale transactions. Working capital reserves are typically used to fund tenant improvements, leasing commissions and major capital expenditures. We also escrow funds for property improvements. Our lenders also may require working capital reserves. Financing agreements that we enter into may also contain various customary covenants, including but not limited to financial covenants, covenants requiring monthly deposits in respect of certain property costs, covenants imposing restrictions on indebtedness and liens, and restrictions on investments and participation in other asset disposition, merger or business combination or dissolution transactions.
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Although there can be no assurances, we anticipate that available cash will be adequate to meet our near-term potential operating cash flow deficits, debt service and capital expenditures. If we are unable to satisfy our near-term anticipated cash requirements as currently planned, we may raise capital through the disposition of assets, the sale of our equity or debt securities or short-term borrowing, all of which may be more costly to us in the current economic environment. We have placed six of our fifteen hotel properties on the market for sale: (1) the Residence Inn Austin. (2) the Residence Inn Grapevine, (3) the Marriott Courtyard Lyndhurst, (4) the Embassy Suites Nashville, (5) the Townplace Suites Fort Worth, and (6) the Residence Inn Houston Medical Center. Such properties may be sold individually or as one or more multi-property portfolios. As of June 30, 2024, we had not entered into any legally binding agreements for the sale of any such properties. On July 31, 2024, a subsidiary of our operating partnership entered into an agreement to sell the Townplace Suites Fort Worth property. For additional information regarding the Townplace Suites Fort Worth property, see “Subsequent Events” below. There can be no guarantee that we will dispose of all or any portion of such properties or when any such sales will occur. A number of the properties on the market, including the Townplace Suites Fort Worth property, are subject to mortgage loans which will mature and become due and payable in full during the remainder of 2024 (or which, in one case, have already matured). We may be forced to dispose of such properties on terms that are less advantageous to us than we would otherwise prefer, including for sales prices lower than the purchase price we paid for such properties. If we are unable to dispose of such properties prior to the maturity date of the loans secured by such properties, successfully refinance such loans or negotiate maturity date extensions or other accommodations for such loans, the lenders may initiate foreclosure proceedings or exercise other remedies available to them under the loan documents. The exercise of any such remedies by a lender will have an adverse effect on our financial condition and results of operations and will adversely impact the value of an investment in our shares.
Net Cash Used In Operating Activities
As of both June 30, 2024 and 2023, we owned interests in fifteen hotel properties. Net cash used in operating activities for the six months ended June 30, 2024 and 2023 was $3.4 million and $3.3 million, respectively. The increase in cash used in operating activities for the six months ended June 30, 2024 was primarily due an increase in operating loss, excluding loss on impairment of hotel properties, to $10,877 from $9,938.
Net Cash Used In Investing Activities
For the six months ended June 30, 2024, net cash used in investing activities decreased by $599,000 to $935,000 compared to net cash used in investing activities of $1.5 million for the six months ended June 30, 2023. The decrease was due to a decrease of $599,000 in cash paid for improvements and additions to hotel properties of $935,000 for the six months ended June 30, 2024 compared to cash paid for improvements and additions to hotel properties of $1.5 million for the six months ended June 30, 2023.
Net Cash Provided By Financing Activities
For the six months ended June 30, 2024, our cash flows from financing activities consisted primarily of proceeds notes payable to related party, net of repayments of notes payable. Net cash provided by financing activities for the six months ended June 30, 2024 and 2023 was $7.3 million and $6.5 million, respectively. The increase in cash provided by financing activities of $769,000 for the six months ended June 30, 2024 was primarily due to the fact net note retirements decreased by $350,000 to $2.6 million for the six months ended June 30, 2024 from $2.9 million for the six months ended June 30, 2023 and proceeds of notes payable to related parties increased by $389,000 to $10.0 million for the six months ended June 30, 2024 from $9.6 million for the six months ended June 30, 2023.
Cash and Cash Equivalents and Restricted Cash
As of June 30, 2024, we had cash, cash equivalents and restricted cash of $28.0 million.
Debt
We use, and intend to use in the future, secured and unsecured debt as a means of providing additional funds for the acquisition of real property, and potentially for the acquisition of real estate-related securities. By operating on a leveraged basis, we expect that we will have more funds available for investments and will be able to make more investments than would otherwise be possible, which will potentially result in enhanced investment returns and a more diversified portfolio. However, our use of leverage increases the risk of default on loan payments and the resulting foreclosure on a particular asset. In addition, lenders may have recourse to assets other than those specifically securing the repayment of the indebtedness. When debt financing is unattractive due to high interest rates or other reasons, or when financing is otherwise unavailable on a timely basis, we may purchase certain assets for cash with the intention of obtaining debt financing at a later time.
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Each of our hotel properties is subject to a mortgage secured by our ownership interest in the property. The COVID-19 pandemic resulted in a significant decline in the revenues generated by our hotel properties and increased the risk that we will be unable to satisfy our debt service obligations. If we are unable to service the mortgage loan secured by a hotel property, the lender may initiate foreclosure procedures with respect to the property or initiate other available remedies. As of June 30, 2024, we were current with respect to the payments due under the mortgage loans secured by our hotel properties or are in compliance with the modified terms of certain mortgage loans as agreed to with the lenders and other accommodations. As discussed in Note 4, “Debt,” to the consolidated financial statements included in this Quarterly Report, certain lenders have agreed to limited loan modifications, including temporary deferrals of interest and principal payments. As of the date of this Quarterly Report, no lenders have accelerated the maturity of any of the loans secured by our properties or initiated foreclosure procedures with respect to any of our properties. However, there can be no guarantee that the lenders will continue to agree to further loan modifications or accommodations and will not elect to exercise the remedies available to them under the loan documents, including acceleration or foreclosure actions. The exercise of any such remedies by a lender will have an adverse effect on our financial condition and results of operations and will impair our ability to resume the payment of distributions to our stockholders. Several of the mortgage loans secured by our hotel properties mature during 2024.
The U.S. Federal Reserve raised interest rates repeatedly during 2023 and may further increase interest rates in 2024. Any change in the fiscal policies or stated target interest rates of the U.S. Federal Reserve or other central banking institutions, or market expectations of such change, are difficult to predict and may result in significantly higher long-term interest rates. Such a transition may be abrupt and may, among other things, reduce the availability or increase the costs of obtaining new debt and refinancing existing indebtedness. In the event that the interest rate on any of our outstanding mortgage loans or other indebtedness increases significantly, we may not have sufficient funds to pay the required interest payments.
Notes Payable to Related Party
On March 30, 2021, Moody National Capital, LLC (“Moody Capital”), an affiliate of our sponsor, loaned us $8 million pursuant to a promissory note (the “Related Party Note”). The Related Party Note provides that we may borrow up to an additional $2.0 million from Moody Capital, for a maximum aggregate loan amount of $10 million. All amounts borrowed under the Related Party Note plus all accrued interest thereon were due and payable in full on March 29, 2024, provided that we had the right to extend such maturity date for up to two years at our discretion. We elected to extend such maturity date for one year to March 30, 2025. Interest on the Related Party Note began to accrue effective March 30, 2021. The principal amount of the loan under the Related Party Note bears interest at a rate per annum equal to the Secured Overnight Financing Rate (“SOFR”) plus 4.75%; provided, however, that such interest rate will be increased to a rate per annum equal to SOFR plus 6.75% if the Related Party Note is subordinated to another lender. The effective interest rate for the Related Party Note was 10.08% as of June 30, 2024. The balance of the Related Party Note was $10.0 million as of each of June 30, 2024 and December 31, 2023.
From April 2021 to August 16, 2021, Moody Capital made a series of advances to us to meet our specific cash flow needs. Effective June 30, 2021, these advances were memorialized in a promissory note (the “Second Related Party Note”) with a total maximum aggregate loan amount of $10 million. All amounts borrowed under the Second Related Party Note plus all accrued interest thereon were due and payable in full on June 30, 2024, provided that we had the right to extend such maturity date for up to two years at our discretion. We elected to extend such maturity date for one year to June 30, 2025. Interest on the Second Related Party Note began to accrue effective June 30, 2021. The principal amount of the loan under the Second Related Party Note bears interest at a rate per annum equal to SOFR plus 6.75%; provided, however, that such interest rate will be increased to a rate per annum equal to SOFR plus 8.75% if the Second Related Party Note is subordinated to another lender. The effective interest rate for the Second Related Party Note was 12.08% as of June 30, 2024. The balance of the Second Related Party Note was $10.0 million as of each of June 30, 2024 and December 31, 2023.
From August 20, 2021, to December 31, 2021, Moody Capital made a series of advances to us to meet our specific cash flow needs. These advances were memorialized in a promissory note (the “Third Related Party Note”) with a total maximum aggregate loan amount of $10 million. All amounts borrowed under the Third Related Party Note plus all accrued interest thereon will be due and payable in full on August 20, 2024, provided that we may extend such maturity date for up to two years at our discretion. Interest on the Third Related Party Note began to accrue effective August 20, 2021. The principal amount of the loan under the Third Related Party Note bears interest at a rate per annum equal to SOFR plus 7.75%; provided, however, that such interest rate will be increased to a rate per annum equal to SOFR plus 9.75% if the Third Related Party Note is subordinated to another lender. The effective interest rate for the Third Related Party Note was 13.08% as of June 30, 2024. The balance of the Third Related Party Note was $10.0 million as of as of each of June 30, 2024 and December 31, 2023.
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From April 13, 2022, to September 30, 2023, Moody Capital made a series of advances to us to meet our specific cash flow needs. These advances were memorialized in a promissory note (the “Fourth Related Party Note”) with a total maximum aggregate loan amount of $10.0 million. All amounts borrowed under the Fourth Related Party Note plus all accrued interest thereon will be due and payable in full on April 13, 2025, provided that we may extend such maturity date for up to two years at our discretion. Interest on the Fourth Related Party Note began to accrue effective April 13, 2022. The principal amount of the loan under the Fourth Related Party Note bears interest at a rate per annum equal to one-year SOFR plus 8.75%; provided, however, that such interest rate will be increased to a rate per annum equal to one-year SOFR plus 9.75% if the Fourth Related Party Note is subordinated to another lender. The effective interest rate for the Fourth Related Party Note was 14.08% as of June 30, 2024. The balance of the Fourth Related Party Note was $10.0 million as of each of June 30, 2024 and December 31, 2023.
From January 1, 2024, to June 30, 2024 Moody Capital made a series of advances to us to meet our specific cash flow needs. These advances were memorialized in a promissory note (the “Fifth Related Party Note”) with a total maximum aggregate loan amount of $10.0 million. All amounts borrowed under the Fifth Related Party Note plus all accrued interest thereon will be due and payable in full on January 1, 2026, provided that we may extend such maturity date for up to two years at our discretion. Interest on the Fifth Related Party Note began to accrue effective January 1, 2024. The principal amount of the loan under the Fifth Related Party Note bears interest at a rate per annum equal to one-year SOFR plus 8.75%; provided, however, that such interest rate will be increased to a rate per annum equal to one-year SOFR plus 9.75% if the Fifth Related Party Note is subordinated to another lender. The effective interest rate for the Fifth Related Party Note was 14.08% as of June 30, 2024. The balance of the Fifth Related Party Note was $10.0 million as of June 30, 2024.
Interest will be paid for the Related Party Note, the Second Related Party Note, the Third Related Party Note, the Fourth Related Note, and the Fifth Related Party Note as permitted by our available cash flow, 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 semi-annually. We expect to enter into a mutually agreeable subordination agreement with any such senior lender. We may prepay the amounts due under the Related Party Note, the Second Related Party Note, the Third Related Party Note, the Fourth Related Note, and the Fifth Related Party Note without any prepayment penalty.
Economic Injury Disaster Loans
We have obtained fifteen loans of $500,000 each (an aggregate of $7.5 million) from the U.S. Small Business Administration. The U.S. Small Business Administration loans will be due in monthly installments of principal and interest beginning two years from the dates of the loans with balances due 30 years from the dates of the loans. The monthly installments are applied to accrued interest first, then to principal. The U.S. Small Business Administration loans bear interest at the rate of 3.75% per annum and are secured by our tangible and intangible personal property. The aggregate balance of the U.S. Small Business Administration loans was $7.5 million as of June 30, 2024 and December 31, 2023.
Aggregate Indebtedness
As of June 30, 2024, our outstanding indebtedness totaled $277 million, which amount includes (i) the mortgage loans secured by each of our hotel properties (including debt associated with properties acquired in the Mergers) and the loans from the U.S. Small Business Administration in the aggregate principal amount of $227 million, and (ii) the Related Party Note, the Second Related Party Note, the Third Related Party Note, the Fourth Related Party Note, and the Fifth Related Party Note in the aggregate principal amount of $50 million. Our aggregate borrowings are reviewed by our board of directors at least quarterly. Under our charter, we are prohibited from borrowing in excess of 300% of the value of our net assets. “Net assets” for purposes of this calculation is defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts and other non-cash reserves, less total liabilities. The preceding calculation is generally expected to approximate 75% of the aggregate cost of our assets before non-cash reserves and depreciation. However, we may temporarily borrow in excess of 300% of the value of our net assets if such excess is approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report, along with an explanation for such excess. As of June 30, 2024 and December 31, 2023, our debt levels did not exceed 300% of the value of our net assets.
For more information on our outstanding indebtedness, see Note 4, “Debt” to the consolidated financial statements included in this Quarterly Report.
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Contractual Commitments and Contingencies
The following is a summary of our contractual obligations as of June 30, 2024 (in thousands):
| Payments Due By Period | ||||||||||||||||||||
| Contractual Obligations | Total | 2024 | 2025-2026 | 2027-2028 | Thereafter | |||||||||||||||
| Long-term debt obligations(1) | $ | 227,262 | $ | 88,282 | $ | 117,538 | $ | 14,297 | $ | 7,145 | ||||||||||
| Interest payments on outstanding debt obligations(2) | 20,287 | 5,121 | 8,793 | 2,607 | 3,766 | |||||||||||||||
| Total | $ | 247,549 | $ | 93,403 | $ | 126,331 | $ | 16,904 | $ | 10,911 | ||||||||||
| (1) | Amounts include principal payments only. |
| (2) | Projected interest payments are based on the outstanding principal amounts and weighted-average interest rates at June 30, 2024. |
Organization and Offering Costs
Our organization and offering expenses may be incurred directly by us or may be incurred by our advisor on our behalf. Pursuant to the advisory agreement, we will reimburse our advisor for organizational and offering expenses associated with our public offerings incurred by our advisor on our behalf, provided that within 60 days of the last day of the month in which any public offering ends, our advisor is obligated to reimburse us to the extent that organization and offering costs we have incurred in connection with such public offering exceed 15% of the gross offering proceeds from the sale of shares of our common stock in such offering. As of January 16, 2018, our advisor assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with our public offering. We will not reimburse our advisor for the selling commissions and fees it paid on our behalf, however our advisor intends to recoup all or a portion of such amounts over time through receipt of the contingent advisor payment, as discussed in Note 6, “Related Party Arrangements” to the consolidated financial statements included elsewhere in this Quarterly Report.
As of June 30, 2024, total organization and offering expenses for our initial public offering and follow-on offering were $21.1 million, comprised of $12.3 million of expenses incurred directly by us and $8.8 million in expenses incurred by and reimbursable to our advisor (excluding the selling commissions, dealer manager fees and stockholder servicing fees paid on our behalf by our advisor effective as of January 16, 2018). Total organization and offering expenses for the initial public offering were $18.4 million, comprised of $12.3 million of expenses incurred directly by us and $6.1 million in expenses incurred by and reimbursable to our advisor (excluding the selling commissions, dealer manager fees and stockholder servicing fees paid on our behalf by our advisor). As of June 30, 2024, total organization and offering expenses for the follow-on offering were $2.7 million, comprised of $0 of expenses incurred directly by us and $2.7 million in expenses incurred by and reimbursable to our advisor (excluding the selling commissions, dealer manager fees and stockholder servicing fees paid on our behalf by our advisor). As of June 30, 2024, we had $0 due to our advisor for reimbursable offering costs.
All offering costs, including selling commissions and dealer manager fees, are recorded as an offset to additional paid-in-capital, and all organization costs are recorded as an expense when we have an obligation to reimburse our advisor.
Operating Expenses
We will reimburse our advisor for all expenses paid or incurred by our advisor in connection with the services it provides to us, subject to the limitation that we will not reimburse our advisor for any amount by which our operating expenses (including the asset management fee we pay to our advisor) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2% of our average invested assets, or (2) 25% of our net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of our assets for that period, which we refer to as the “2%/25% Limitation.” Notwithstanding the above, we may reimburse our advisor for expenses in excess of the 2%/25% Limitation if a majority of our independent directors determine that such excess expenses are justified based on unusual and non-recurring factors. For the four fiscal quarters ended June 30, 2024, our total operating expenses were $7.1 million, which included $5.1 million in operating expenses incurred directly by us and $2.0 million in operating expenses incurred by our advisor on our behalf. Of that $7.1 million in total operating expenses incurred during four fiscal quarters ended June 30, 2024, $0 exceeded the 2%/25% Limitation. We reimbursed our advisor for $2.0 million in operating expenses during four fiscal quarters ended June 30, 2024. As of June 30, 2024, we had $606,000 due to our advisor for operating expense reimbursements.
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Critical Accounting Policies
General
We consider the accounting policies described below to be critical because they involve significant judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions is different, it is possible that different accounting policies will be applied or different amounts of assets, liabilities, revenues and expenses will be recorded, resulting in a different presentation of the consolidated financial statements or different amounts reported in the consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.
Income Taxes
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2016. We did not meet all of the qualifications to be a REIT under the Internal Revenue Code for the year ended December 31, 2015 and for the period from July 25, 2014 (inception) to December 31, 2014, including not having the requisite number of shareholders for a sufficient number of days in those periods. Prior to qualifying to be taxed as a REIT we were subject to normal federal and state corporation income taxes.
Provided that we continue to qualify as a REIT, we generally will not be subject to federal corporate income tax to the extent we distribute our REIT taxable income to our stockholders, so long as we distribute at least 90% of our REIT taxable income (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) and satisfy the other organizational and operational requirements for REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.
We lease the hotels that we acquire to a wholly owned TRS that is subject to federal, state and local income taxes.
We account for income taxes of our TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We record a valuation allowance for net deferred tax assets that are not expected to be realized.
We have reviewed tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination. We had no material uncertain tax positions as of June 30, 2024.
The preparation of our various tax returns requires the use of estimates for federal and state income tax purposes. These estimates may be subjected to review by the respective taxing authorities. A revision to an estimate may result in an assessment of additional taxes, penalties and interest. At this time, a range in which our estimates may change is not expected to be material. We will account for interest and penalties relating to uncertain tax provisions in the current period’s results of operations, if necessary. We have tax years 2019 through 2023 remaining subject to examination by various federal and state tax jurisdictions.
Valuation and Allocation of Hotel Properties — Acquisitions
Upon acquisition, the purchase price of hotel properties are allocated to the tangible assets acquired, consisting of land, buildings and furniture, fixtures and equipment, any assumed debt, identified intangible assets and asset retirement obligations, if any, based on their fair values. Acquisition costs are charged to expense as incurred. Initial valuations are subject to change during the measurement period, but the measurement period ends as soon as the information is available. The measurement period shall not exceed one year from the acquisition date.
Land fair values are derived from appraisals, and building fair values are calculated as replacement cost less depreciation or our estimates of the relative fair value of these assets using discounted cash flow analyses or similar methods. The fair value of furniture, fixtures and equipment is based on their fair value using replacement costs less depreciation.
We determine the fair value of any assumed debt by calculating the net present value of the scheduled mortgage payments using interest rates for debt with similar terms and remaining maturities that we believe we could obtain at the date of acquisition. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining life of the loan as interest expense.
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In allocating the purchase price of each of our properties, we make assumptions and use various estimates, including, but not limited to, the estimated useful lives of the assets, the cost of replacing certain assets and discount rates used to determine present values. Many of these estimates are obtained from independent third-party appraisals. However, we are responsible for the source and use of these estimates. These estimates are based on judgment and subject to being imprecise; accordingly, if different estimates and assumptions were derived, the valuation of the various categories of our hotel properties or related intangibles could, in turn, result in a difference in the depreciation or amortization expense recorded in our consolidated financial statements. These variances could be material to our results of operations and financial condition.
Valuation and Allocation of Hotel Properties — Ownership
Depreciation expense is computed using the straight-line method based upon the following estimated useful lives:
| Estimated Useful Lives (years) | ||
| Buildings and improvements | 39-40 | |
| Exterior improvements | 10-20 | |
| Furniture, fixtures and equipment | 5-10 |
Impairment
We monitor events and changes in circumstances indicating that the carrying amount of a hotel property may not be recoverable. When such events or changes in circumstances are present, we assess potential impairment by comparing estimated future undiscounted cash flows expected to be generated over the life of the asset from operating activities and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted cash flows, we recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value for assets held for use and fair value less costs to sell for assets held for sale. Losses on impairment of hotel properties were $21.8 million and $0 for the three and six months ended June 30, 2024 and 2023.
In evaluating a hotel property for impairment, we make 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 our 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 our hotel properties which could then result in different conclusions regarding impairment and material changes to our consolidated financial statements. We have recorded an impairment based on management’s best estimate of fair value at June 30, 2024. This is a significant estimate that could materially change within one year. For loss on impairment of our hotel properties, see Note 3, “Investment in Hotel Properties.”
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” which requires entities to expand disclosures regarding the reconciliation of income tax rate and the amount of income taxes paid, net of refunds received, disaggregated by federal, state and foreign jurisdiction.
Other recently issued accounting standards or pronouncements not disclosed in the foregoing paragraph have been excluded because they are either not relevant to us, or not expected to have, or did not have, a material effect on our consolidated financial statements.
Inflation
As of June 30, 2024, our investments consisted of ownership interests in fifteen hotel properties. Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects of inflation. Competitive pressures may, however, limit the operators’ ability to raise room rates. As of June 30, 2024, we were not experiencing any material impact from inflation.
REIT Compliance
We elected to be taxed as a REIT commencing with the taxable year ended December 31, 2016. To qualify as a REIT for tax purposes, we are required to distribute at least 90% of our REIT taxable income (determined for this purpose without regard to the dividends-paid deduction and excluding net capital gain) to our stockholders. We must also meet certain asset and income tests, as well as other requirements. We will monitor the business and transactions that may potentially impact our REIT status. If we fail to qualify as a REIT in any taxable year following the taxable year in which we initially elect to be taxed as a REIT, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which our REIT qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. We did not meet all of the qualifications to be a REIT under the Internal Revenue Code for the year ended December 31, 2015 and the period from July 25, 2014 (inception) to December 31, 2014.
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Distributions
On March 24, 2020, our board unanimously approved the indefinite suspension of the payment of distributions to our stockholders, effective immediately, and the operations of the DRP, effective as of April 6, 2020. Our board of directors, in consultation with management, will continue to monitor our operations and intends to resume distributions at a time and level determined to be prudent in relation to our other cash requirements or in order to maintain our REIT status for federal income tax purposes. However, it is impossible to predict if or when we will be able to resume the payment of distributions.
Funds from Operations and Modified Funds from Operations
One of our objectives is to provide cash distributions to our stockholders from cash generated by operations. Cash generated from operations is not equivalent to net income as determined under GAAP. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a standard known as Funds from Operations, or FFO, which it believes more accurately reflects the operating performance of a REIT. As defined by NAREIT, FFO means net income computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures in which the REIT holds an interest. We have adopted the NAREIT definition for computing FFO because, in our view, FFO is a meaningful supplemental performance measure in conjunction with net income.
Changes in the accounting and reporting rules under GAAP that have been put into effect since the establishment of NAREIT’s definition of FFO have prompted a significant increase in the magnitude of non-cash and non-operating items included in FFO, as defined. As a result, in addition to FFO, we also calculate modified funds from operations, or MFFO, a non-GAAP supplemental financial performance measure that our management uses in evaluating our operating performance. Similar to FFO, MFFO excludes items such as depreciation and amortization. However, MFFO excludes non-cash and non-operating items included in FFO, such as amortization of certain in-place lease intangible assets and liabilities and the amortization of certain tenant incentives. Our calculation of MFFO will exclude these items, as well as the effects of straight-line rent revenue recognition, fair value adjustments to derivative instruments that do not qualify for hedge accounting treatment, non-cash impairment charges and certain other items, when applicable. Our calculation of MFFO will also include, when applicable, items such as master lease rental receipts, which are excluded from net income (loss) and FFO, but which we consider in the evaluation of the operating performance of our real estate investments.
We believe that MFFO reflects the overall impact on the performance of our real estate investments of occupancy rates, rental rates, property operating costs and development activities, as well as general and administrative expenses and interest costs, which is not immediately apparent from net income (loss). As such, we believe MFFO, in addition to net income (loss) as defined by GAAP, is a meaningful supplemental performance measure which is used by our management to evaluate our operating performance and determine our operating, financing and dividend policies.
Please see the limitations listed below associated with the use of MFFO as compared to net income (loss):
| ● | Our calculation of MFFO will exclude any gains (losses) related to changes in estimated values of derivative instruments related to any interest rate swaps which we hold. Although we expect to hold these instruments to maturity, if we were to settle these instruments prior to maturity, it would have an impact on our operations. We do not currently hold any such derivate instruments and thus our calculation of MFFO set forth in the table below does not reflect any such exclusion. |
| ● | Our calculation of MFFO will exclude any impairment charges related to long-lived assets that have been written down to current market valuations. Although these losses will be included in the calculation of net income (loss), we will exclude them from MFFO because we believe doing so will more appropriately present the operating performance of our real estate investments on a comparative basis. We have not recognized any such impairment charges and thus our calculation of MFFO set forth in the table below does not reflect any such exclusion. |
| ● | Our calculation of MFFO will exclude organizational and offering expenses and acquisition expenses. Although organizational and acquisition expenses reduce net income, we fund such costs with proceeds from our offering and acquisition-related indebtedness, and do not consider these expenses in the evaluation of our operating performance and determining MFFO. Offering expenses do not affect net income. Our calculation of MFFO set forth in the table below reflects the exclusion of acquisition expenses. |
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We believe MFFO is useful to investors in evaluating how our portfolio might perform after our offering and acquisition stage has been completed and, as a result, may provide an indication of the sustainability of our distributions in the future. However, as described in greater detail below, MFFO should not be considered as an alternative to net income (loss) or as an indication of our liquidity. Many of the adjustments to MFFO are similar to adjustments required by SEC rules for the presentation of pro forma business combination disclosures, particularly acquisition expenses, gains or losses recognized in business combinations and other activity not representative of future activities. MFFO is also more comparable in evaluating our performance over time and as compared to other real estate companies, which may not be as involved in acquisition activities or as affected by impairments and other non-operating charges.
MFFO is useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. However, MFFO is not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining MFFO. Investors are cautioned that, due to the fact that impairments are based on estimated future undiscounted cash flows and, given the relatively limited term of our operations, it could be difficult to recover any impairment charges.
The calculation of FFO and MFFO may vary from entity to entity because capitalization and expense policies tend to vary from entity to entity. Consequently, our presentation of FFO and MFFO may not be comparable to other similarly titled measures presented by other REITs. In addition, FFO and MFFO should not be considered as an alternative to net income (loss) or to cash flows from operating activities and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. In particular, as we are currently in the acquisition phase of our life cycle, acquisition costs and other adjustments which are increases to MFFO are, and may continue to be, a significant use of cash. MFFO also excludes impairment charges, rental revenue adjustments and unrealized gains and losses related to certain other fair value adjustments. Accordingly, both FFO and MFFO should be reviewed in connection with other GAAP measurements.
The table below summarizes our calculation of FFO and MFFO for the three and six months ended June 30, 2024 and 2023 and a reconciliation of such non-GAAP financial performance measures to our net loss (in thousands).
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net loss | $ | (25,782 | ) | $ | (3,907 | ) | $ | (32,710 | ) | $ | (9,938 | ) | ||||
| Adjustments: | ||||||||||||||||
| Depreciation and amortization of real estate | 4,032 | 3,977 | 8,058 | 7,938 | ||||||||||||
| Loss on impairment of hotel properties | 21,833 | — | 21,833 | — | ||||||||||||
| Funds from Operations | 83 | 70 | (2,819 | ) | (2,000 | ) | ||||||||||
| Adjustments: | ||||||||||||||||
| Amortization of debt issuance costs | 153 | 160 | 286 | 316 | ||||||||||||
| Modified Funds from Operations | $ | 236 | $ | 230 | $ | (2,533 | ) | $ | (1,684 | ) | ||||||
Off-Balance Sheet Arrangements
As of June 30, 2024 and December 31, 2023, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Related Party Transactions and Agreements
We have entered into agreements with our advisor and its affiliates whereby we have paid, and may continue to pay, certain fees to, or reimburse certain expenses of, our advisor or its affiliates in connection with the services our advisor and its affiliates provide to us. See Note 6, “Related Party Arrangements,” to the consolidated financial statements included in this Quarterly Report for a discussion of our related-party transactions, agreements and fees.
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Subsequent Events
In preparing the consolidated financial statements, we evaluated all subsequent events and transactions for potential recognition or disclosure through August 16, 2024, the date the consolidated financial statements were available for issuance.
Townplace Suites Fort Worth
On July 31, 2024, a wholly-owned subsidiary of our operating partnership (“Seller”) entered into a purchase and sale agreement for the sale of the Townplace Suites Fort Worth property (the “Sale Agreement”). Pursuant to the Sale Agreement, Seller agreed to sell the Townplace Suites Fort Worth property to an unaffiliated purchaser for an aggregate purchase price, subject to offsets and credits as set forth in the Sale Agreement, of $9,100,000. The sale of the Townplace Suites Fort Worth property pursuant to the Sale Agreement is subject to the satisfaction or waiver, as applicable, of customary closing conditions. There is no guarantee that sale of the Townplace Suites Fort Worth property will be consummated on the terms described herein, or at all.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Market Risk
Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity, fund capital expenditures and expand our real estate investment portfolio and operations. Market fluctuations in real estate financing may affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estate in the future. We will seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.
With regard to variable rate financing, our advisor will assess our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. Our advisor maintains risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations as well as our potential offsetting hedge positions. While this hedging strategy will be designed to minimize the impact on our net income and funds from operations from changes in interest rates, the overall returns on an investment in our company may be reduced.
As of June 30, 2024, our indebtedness, as described below, was comprised of notes secured by our hotel properties. All such notes accrue interest at a fixed rate, except for the Hampton Inn Houston note and the Hyatt Place North Charleston note, which accrues interest at a floating rate, and, therefore, an increase or decrease in interest rates would not have a material effect on our interest expense with respect to such notes. Interest rate changes will affect the fair value of any fixed rate instruments that we hold. As we expect to hold our fixed rate instruments to maturity and the amounts due under such instruments would be limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates, and the resulting change in fair value of our fixed rate instruments, would have a significant impact on our operations.
As of June 30, 2024 and December 31, 2023, our mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands):
| Loan | Principal as of June 30, 2024 |
Principal as of December 31, 2023 |
Interest Rate at June 30, 2024 |
Maturity Date | |||||||||||
| Residence Inn Austin | $ | 15,003 | $ | 15,160 | 4.580 | % | November 1, 2025 | ||||||||
| Springhill Suites Seattle | 40,513 | 40,954 | 4.380 | % | October 1, 2026 | ||||||||||
| Homewood Suites Woodlands | 8,145 | 8,239 | 4.690 | % | April 11, 2025 | ||||||||||
| Hyatt Place Germantown | 5,766 | 5,834 | 7.250 | % | June 29, 2028 | ||||||||||
| Hyatt Place North Charleston | 5,412 | 5,456 | 10.000 | % | November 29, 2028 | ||||||||||
| Hampton Inn Austin (1) | 9,477 | 9,602 | 10.426 | % | January 6, 2024 | ||||||||||
| Residence Inn Grapevine (1) | 10,983 | 11,080 | 10.250 | % | April 6, 2024 | ||||||||||
| Marriott Courtyard Lyndhurst | 17,298 | 17,531 | 4.700 | % | September 27, 2024 | ||||||||||
| Hilton Garden Inn Austin | 16,443 | 16,641 | 4.530 | % | December 11, 2024 | ||||||||||
| Hampton Inn Great Valley | 7,187 | 7,269 | 4.700 | % | April 11, 2025 | ||||||||||
| Embassy Suites Nashville | 37,468 | 37,924 | 4.2123 | % | July 11, 2025 | ||||||||||
| Homewood Suites Austin | 9,700 | 9,809 | 4.650 | % | August 11, 2025 | ||||||||||
| Townplace Suites Fort Worth | 5,424 | 5,499 | 4.700 | % | September 27, 2024 | ||||||||||
| Hampton Inn Houston | 3,851 | 3,915 | 10.500 | % | April 28, 2028 | ||||||||||
| Residence Inn Houston Medical Center | 27,092 | 27,431 | 5.000 | % | October 1, 2024 | ||||||||||
| U.S. Small Business Administration Economic Injury Disaster Loans | 7,500 | 7,500 | 3.750 | % | November 2051 | ||||||||||
| Total notes payable | 227,262 | 229,844 | |||||||||||||
| Less unamortized debt issuance costs | (668 | ) | (839 | ) | |||||||||||
| Total notes payable, net of unamortized debt issuance costs | $ | 226,594 | $ | 229,005 | |||||||||||
(1) The current lenders for the mortgage loans on the Hampton Inn Austin property, which matured on January 6, 2024, and the Residence Inn Grapevine property, which matured on April 6, 2024, have agreed to temporarily forbear on any of their remedies while we finalize the terms of new replacement loans with new lenders.
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Monthly payments of principal and interest are due and payable until the maturity date, except that monthly installments of principal and interest begin two years from the dates of the U.S. Small Business Administration Economic Injury Disaster Loans.
Each of our hotel properties are subject to a mortgage loan bearing interest at a fixed rate secured by our ownership interest in the property, except for Hyatt Place North Charleston and the Hampton Inn Houston mortgage loans which bear interest at a floating rate.
Credit Risk
We will also be exposed to credit risk. Credit risk in our investments in debt and securities relates to each individual borrower’s ability to make required interest and principal payments on scheduled due dates. We seek to manage credit risk through our advisor’s comprehensive credit analysis prior to making an investment, actively monitoring our asset portfolio and the underlying credit quality of our holdings and subordination and diversification of our portfolio. Our analysis is based on a broad range of real estate, financial, economic and borrower-related factors which we believe are critical to the evaluation of credit risk inherent in a transaction.
| ITEM 4. | CONTROLS AND PROCEDURES. |
Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based upon, and as of the date of, the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-5(f) or 15d-15(f) promulgated under the Exchange Act. In connection with the preparation of this Quarterly Report, our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2024. In making that assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, our management believes that as of June 30, 2024, our internal control over financial reporting was effective based on those criteria.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS. |
From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by government agencies.
| ITEM 1A. | RISK FACTORS. |
Except as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 11, 2024.
The following disclosure modifies and replaces in its entirety the risk factor under the caption “Instability in the debt markets and our inability to find financing on attractive terms may make it more difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make to our stockholders.”
Our inability to find financing on attractive terms may make it more difficult for us to finance or refinance properties. We may be forced to sell properties in the event that we cannot refinance the loans secured by the properties or do not otherwise have funds available to pay off the loans upon maturity.
If mortgage debt is unavailable on reasonable terms as a result of increased interest rates, underwriting standards, capital market instability or other factors, we may not be able to finance the initial purchase of properties. In addition, if we place mortgage debt on properties, we run the risk of being unable to refinance such debt on favorable terms when the loans come due. If interest rates are higher when we refinance debt, our income could be reduced. We may be unable to refinance debt at appropriate times, which may require us to sell properties on terms that are not advantageous to us, or could result in the foreclosure of such properties. If any of these events occur, our cash flow would be reduced.
We have placed certain of our properties on the market for sale due to uncertainty regarding our ability to refinance the mortgage loans secured by such properties, all of which will mature (or have already matured) in 2024. Such properties may be sold individually or as one or more multi-property portfolios. There can be no guarantee that we will dispose of any of such properties or when any such dispositions will occur. Due to the approaching maturity of the loans secured by such properties, we may be forced to dispose of such properties on terms that are less advantageous to us than we would otherwise prefer, including for sales prices lower than the purchase price we paid for such properties. If we are unable to dispose of such properties prior to the maturity date of the loans secured by such properties, successfully refinance such loans or negotiate maturity date extensions or other accommodations for such loans, the lenders may initiate foreclosure proceedings or exercise other remedies available to them under the loan documents. The exercise of any such remedies by a lender will have an adverse effect on our financial condition and results of operations and will adversely impact the value of an investment in our shares.
The following disclosure modifies and replaces in its entirety the risk factor under the caption “Non-U.S. investors may be subject to U.S. federal income tax on the sale of shares of our common stock if we are unable to qualify as a domestically controlled REIT and generally will be subject to U.S. federal income tax on capital gain dividends” contained in our Annual Report:
Non-U.S. stockholders may be required to file U.S. federal income tax returns and pay U.S. federal income tax upon their receipt of certain distributions from us or upon their disposition of shares of our common stock.
In addition to any potential withholding tax on ordinary dividends, a non-U.S. holder, other than a “qualified shareholder” or a “qualified foreign pension fund,” as each is defined in Section 897 of the Code, that disposes of a “U.S. real property interest” (“USRPI”) (which includes shares of stock of a U.S. corporation whose assets consist principally of USRPIs), or that receives a distribution from a REIT that is attributable to gains from such a disposition, is generally subject to U.S. federal income tax under the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”), on the amount received from (or, in the case of a distribution, to the extent attributable to gains from) such disposition. Subject to certain exceptions, FIRPTA gains must be reported on U.S. federal income tax returns and are taxable at regular U.S. federal income tax rates. Such tax does not apply, however, to gain on the disposition of stock in a REIT that is “domestically controlled.” Generally, a REIT is domestically controlled if less than 50% of its stock, by value, has been owned directly or indirectly by non-U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire time period of the REIT’s existence. We cannot assure you that we will qualify as a domestically controlled REIT. If we were to fail to so qualify, amounts received by a non-U.S. holder on certain dispositions of shares of our common stock (including repurchases) would be subject to tax under FIRPTA, unless (1) our shares of common stock were regularly traded on an established securities market and (2) the non-U.S. holder did not, at any time during a specified testing period, hold more than 10% of our common stock. We do not expect our shares to be regularly traded on an established securities market. Final Treasury regulations that are effective as of April 25, 2024 (the “Final Regulations”), modify prior tax guidance relating to the manner in which we determine whether we are a domestically controlled REIT. The Final Regulations provide a look-through rule for our stockholders that are non-publicly traded partnerships, non-public REITs, non-public regulated investment companies, or non-public domestic C corporations owned more than 50% directly or indirectly by foreign persons (“foreign-controlled domestic corporations”) and treat “qualified foreign pension funds” as foreign persons. The look-through rule in the Final Regulations applicable to foreign-controlled domestic corporations will not apply to a REIT for a period of up to ten years if it is able to satisfy certain requirements, including not undergoing a significant change in its ownership and not acquiring a significant amount of new USRPIs, in each case since April 24, 2024, the date the Final Regulations were issued. If a REIT fails to satisfy such requirements during the ten-year period, then the look-through rule in the Final Regulations applicable to foreign-controlled domestic corporations will apply to such REIT beginning on the day immediately following the date of such failure. While we cannot predict when we will commence being subject to such look-through rule in the Final Regulations, we may not be able to satisfy the applicable requirements for the duration of the ten-year period. Prospective investors are urged to consult with their tax advisors regarding the application and impact of these rules.
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Even if we are domestically controlled, a non-U.S. holder, other than a “qualified shareholder” or a “qualified foreign pension fund,” that receives a distribution from us that is attributable to gains from the disposition of a USRPI as described above, including in connection with a repurchase of our common stock, is generally subject to U.S. federal income tax under FIRPTA to the extent such distribution is attributable to gains from such disposition, regardless of whether the difference between the fair market value and the tax basis of the USRPI giving rise to such gains is attributable to periods prior to or during such non-U.S. holder’s ownership of our common stock, unless the relevant class of stock is regularly traded on an established securities market in the United States and such non-U.S. holder did not own more than 10% of such class at any time during the one-year period ending on the date of such distribution. In addition, a repurchase of our common stock, to the extent not treated as a sale or exchange, may be subject to withholding as an ordinary dividend.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
We did not issue any shares of our common stock or other securities that were not registered under the Securities Act during the quarter ended June 30, 2024.
Share Repurchase Program
In response to the COVID-19 pandemic, our board of directors indefinitely suspended our share repurchase program effective as of April 6, 2020. There is no way to predict when, if at all, our board of directors will determine to resume the repurchase of shares of our common stock pursuant to our share repurchase program.
If our board of directors elects to resume the repurchase of shares of our common stock pursuant to our share repurchase program, it may provide our stockholders with a limited opportunity to have their shares of our common stock repurchased by us. If reinstated, our share repurchase program will contain certain restrictions and limitations, including those relating to the number of shares of our common stock that we can repurchase at any given time. In addition, our board of directors will reserve the right to amend, suspend or terminate our share repurchase program at any time upon 10 days’ prior written notice to our stockholders.
During the three and six months ended June 30, 2024, we did not repurchase any shares of our common stock pursuant to our share repurchase program.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
| ITEM 5. | OTHER INFORMATION. |
During
the three months ended March 31, 2024,
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| ITEM 6. | EXHIBITS. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MOODY NATIONAL REIT II, INC. | ||
| Date: August 16, 2024 | By: | /s/ Brett C. Moody |
| Brett C. Moody | ||
| Chairman of the Board, Chief Executive Officer and President | ||
| (Principal Executive Officer) | ||
| Date: August 16, 2024 | By: | /s/ Robert W. Engel |
| Robert W. Engel | ||
| Chief Financial Officer and Treasurer | ||
| (Principal Financial and Accounting Officer) | ||
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Moody National REIT II, Inc. 10-Q
EXHIBIT 31.1
Certification
of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Brett C. Moody, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Moody National REIT II, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 16, 2024 | |
| /s/ Brett C. Moody | |
| Brett C. Moody | |
| Chairman of the
Board, Chief Executive Officer and President (Principal Executive Officer) |
Moody National REIT II, Inc. 10-Q
EXHIBIT 31.2
Certification
of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Robert W. Engel, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Moody National REIT II, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 16, 2024 | |
| /s/ Robert W. Engel | |
| Robert W. Engel | |
| Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
Moody National REIT II, Inc. 10-Q
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Moody National REIT II, Inc. (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chief Executive Officer and President of the Company, certifies, to his knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 16, 2024 | |
| /s/ Brett C. Moody | |
| Brett C. Moody | |
| Chairman of the Board, Chief Executive Officer and President | |
| (Principal Executive Officer) |
Moody National REIT II, Inc. 10-Q
EXHIBIT 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Moody National REIT II, Inc. (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chief Financial Officer and Treasurer of the Company, certifies, to his knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 16, 2024 | |
| /s/ Robert W. Engel | |
| Robert W. Engel | |
| Chief Financial Officer and Treasurer | |
| (Principal Financial and Accounting Officer) |
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Allowance for doubtful accounts receivable | $ 35 | $ 35 |
| Accumulated amortization, deferred franchise costs | 562 | 520 |
| Unamortized debt issuance costs, note payable | $ 668 | $ 839 |
| Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Preferred stock, authorized | 100,000,000 | 100,000,000 |
| Preferred stock, issued | 0 | 0 |
| Preferred stock, outstanding | 0 | 0 |
| Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
| Common stock, issued | 13,640,000 | 13,640,000 |
| Common stock, outstanding | 13,640,000 | 13,640,000 |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Insider Trading Arrangements [Line Items] | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
Organization |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2024 | ||||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
| 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 June 30, 2024, the Company owned interests in fifteen hotel properties located in six states comprising a total of 2,123 rooms. For more information on the Company’s real estate investments, see Note 3, “Investment in Hotel Properties.”
On January 20, 2015, the Securities and Exchange Commission (the “SEC”) declared the Company’s registration statement on Form S-11 effective, and the Company commenced its initial public offering of up to $1.1 billion in shares of common stock consisting of up to $1.0 billion in shares of the Company’s common stock offered to the public, and up to $100.0 million in shares offered to the Company’s stockholders pursuant to its distribution reinvestment plan (the “DRP”).
On June 26, 2017, the Company reallocated the Company’s shares of common stock as Class A common stock, $ par value per share (“Class A Shares”), Class D common stock, $ par value per share (“Class D Shares”), Class I common stock, $ par value per share (“Class I Shares”), and Class T common stock, $ par value per share (“Class T Shares” and, together with the Class A Shares, the Class D Shares and the Class I Shares, the “Shares”). On January 16, 2018, the Advisor (as defined below) assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with the Company’s public offering; provided, however, that the Advisor intends to recoup the selling commissions, dealer manager fees and stockholder servicing fees that it funds through an increased acquisition fee, or “Contingent Advisor Payment,” as described in Note 6, “Related Party Arrangements.”
On January 18, 2018, the Company filed a registration statement on Form S-11 (Registration No. 333-222610) registering $.0 million in any combination of the Shares to be sold on a “best efforts” basis in the Company’s follow-on public offering. The SEC declared the registration statement effective on July 19, 2018.
The Company’s follow-on public offering was terminated (including pursuant to the DRP) effective as of March 25, 2020 due to the impact that the spread of COVID-19, a disease caused by a novel strain of coronavirus, had on the Company’s hotel properties. The Company accepted investors’ subscriptions for and issued an aggregate of shares in the Company’s initial public offering and follow-on offering, excluding shares issued in connection with the Company’s merger with Moody National REIT I, Inc. and including shares pursuant to the DRP, resulting in gross offering proceeds of $. The Company accepted investors’ subscriptions for and issued shares in the follow-on offering, including shares pursuant to the DRP, resulting in gross offering proceeds of $ for the follow-on offering.
The Company’s advisor is Moody National Advisor II, LLC (the “Advisor”), a Delaware limited liability company and an affiliate of the Sponsor. Pursuant to an advisory agreement among the Company, the OP (defined below) and the Advisor (the “Advisory Agreement”), and subject to certain restrictions and limitations therein, the Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company.
Substantially all of the Company’s business is conducted through Moody National Operating Partnership II, LP, a Delaware limited partnership (the “OP”). The Company is the sole general partner of the OP. The initial limited partners of the OP were Moody OP Holdings II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Moody Holdings II”), and Moody National LPOP II, LLC (“Moody LPOP II”), an affiliate of the Advisor. Moody Holdings II initially invested $1,000 in the OP in exchange for limited partnership interests, and Moody LPOP II invested $1,000 in the OP in exchange for a separate class of limited partnership interests (the “Special Limited Partnership Interests”). As the Company accepted subscriptions for shares of common stock, it transferred substantially all of the net proceeds from such sales to the OP as a capital contribution. The limited partnership agreement of the OP provides that the OP will be operated in a manner that will enable the Company to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability and (3) ensure that the OP will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which classification could result in the OP being taxed as a corporation, rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by the OP in acquiring and operating real properties, the OP pays all of the Company’s administrative costs and expenses, and such expenses are treated as expenses of the OP.
COVID-19 Pandemic
The global COVID-19 pandemic had a significant adverse effect on the Company’s financial condition and operating results.
The COVID-19 pandemic dramatically reduced travel, which had an unprecedented adverse impact on the hotel industry. As a result, the COVID-19 pandemic had 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 experienced a significant decline in bookings, occupancy and revenues across the Company’s hotel properties. The Company’s hotel properties operated at a property net operating loss since the outbreak of COVID-19, which had an adverse impact on the Company’s results of operations and cash flow from operations. In addition, the Company reduced certain services and amenities at the Company’s hotel properties.
Each of the Company’s hotel properties is subject to a mortgage loan secured by the Company’s ownership interest in the property. If the Company is unable to service the mortgage loan secured by a hotel property due to decreased revenues generated by such property, the lender with respect to such mortgage loan may initiate foreclosure procedures with respect to the property or initiate other available remedies. As of the date of this Quarterly Report, the Company is current with respect to the payments due under the mortgage loans secured by the Company’s hotel properties or is in compliance with the modified terms of certain mortgage loans as agreed to with the lenders and other accommodations. During 2021, certain lenders agreed to limited loan modifications, including temporary deferrals of interest and principal payments and agreements to forebear 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 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 Company’s board of directors (“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. |
Summary of Significant Accounting Policies |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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% of the gross offering proceeds from the sale of shares of common stock in such offering.
All offering costs, including selling commissions and dealer manager fees, are recorded as an offset to additional paid-in-capital, and all organization costs are recorded as an expense when the Company has an obligation to reimburse the Advisor.
As of June 30, 2024, total offering costs for the initial public offering and the follow-on offering were $21.1 million, comprised of $12.3 million of offering costs incurred directly by the Company and $8.8 million in offering costs incurred by and reimbursable to the Advisor. Total offering costs for the initial public offering were $18.4 million, comprised of $12.3 million of offering costs incurred directly by the Company and $6.1 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2024, total offering costs for the follow-on offering were $2.7 million, comprised of $0 of offering costs incurred directly by the Company and $2.7 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2024, the Company had $0 due to the Advisor for reimbursable offering costs.
Income Taxes
The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2016. The Company did not meet all of the qualifications to be a REIT under the Internal Revenue Code for the years ended December 31, 2015 and 2014, including not having shareholders for a sufficient number of days in 2015. Prior to qualifying to be taxed as a REIT, the Company was subject to normal federal and state corporation income taxes.
Provided that the Company continues to qualify as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes its REIT taxable income to its stockholders, so long as it distributes at least 90% of its REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) and satisfies the other organizational and operational requirements for qualification as a REIT. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. The Company leases the hotels it acquires to a wholly-owned taxable REIT subsidiary (“TRS”) that is subject to federal, state and local income taxes.
The Company accounts for income taxes of its TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period prior to when the new rates become effective. The Company records a valuation allowance for net deferred tax assets that are not expected to be realized.
The Company has reviewed tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination. The Company had no material uncertain tax positions as of June 30, 2024.
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 2019 through 2023 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:
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.
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 hotel properties, see Note 3, “Investment in Hotel Properties.” For the fair value of the Company’s notes payable, see Note 4, “Debt.”
Concentration of Risk
As of June 30, 2024, 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 along with the balances on deposit at such institutions to minimize the Company’s potential risk and believes that it is not exposed to any significant credit risk in cash and cash equivalents or restricted cash.
The Company holds cash accounts at several institutions in excess of the Federal Deposit Insurance Corporations (the “FDIC”) protection limits of $250,000. The Company’s exposure to credit loss in the event of the failure of these institutions is represented by the difference between the FDIC protection limit and the total amounts on deposit. At June 30, 2024, the Company’s cash accounts exceeded federally insured limits by approximately $7.3 million and the Company’s restricted cash accounts exceeded federally insured limits by approximately $13.4 million.
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 a component of 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:
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. Losses on impairment of hotel properties were $21.8 million and $0 for the three and six months ended June 30, 2024 and 2023.
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. The Company has recorded an impairment based on management’s best estimate of fair value at June 30, 2024. This is a significant estimate that could materially change within one year. For loss on impairment of the Company’s hotel properties, see Note 3, “Investment in Hotel Properties.”
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. 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 90 days 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.
The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented in the unaudited consolidated statement of cash flows as of June 30, 2024 and 2023 (in thousands):
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 $562,000 and $520,000 as of June 30, 2024 and December 31, 2023, respectively.
Expected future amortization of deferred franchise costs as of June 30, 2024 is as follows (in thousands):
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 $7.0 million and $6.7 million as of June 30, 2024 and December 31, 2023, respectively. Expected future amortization of debt issuance costs as of June 30, 2024 is as follows (in thousands):
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. There were no non-vested shares of restricted common stock as of June 30, 2024 and December 31, 2023 held by the Company’s independent directors.
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” which requires entities to expand disclosures regarding the reconciliation of income tax rate and the amount of income taxes paid, net of refunds received, disaggregated by federal state and foreign jurisdiction.
Other recently issued accounting standards or pronouncements not disclosed in the foregoing paragraph have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the Company’s consolidated financial statements.
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Investment in Hotel Properties |
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| Real Estate [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in Hotel Properties |
The following table sets forth summary information regarding the Company’s investment in hotel properties as of June 30, 2024 (all $ amounts in thousands):
Investment in hotel properties consisted of the following at June 30, 2024 and December 31, 2023 (all amounts in thousands):
Based on unobservable inputs in which there is little or no market data, the Company developed its own assumptions in determining the fair value of and an aggregate loss on impairment of $21.8 million for the Marriott Courtyard Lyndhurst, Townplace Suites Fort Worth and Residence Inn Houston Medical Center. Such loss on impairment was allocated pro-rata among land, buildings and improvements and furniture, fixtures and equipment. |
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Debt |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt |
The Company’s aggregate borrowings are reviewed by the Board at least quarterly. Under the Company’s Articles of Amendment and Restatement (as amended, the “Charter”), the Company is prohibited from borrowing in excess of 300% of the value of the Company’s net assets. “Net assets,” for purposes of this calculation, is defined to be the Company’s total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts and other non-cash reserves, less total liabilities. However, the Company may temporarily borrow in excess of 300% of the value of the Company’s net assets if such excess is approved by a majority of the Company’s independent directors and disclosed to stockholders in the Company’s next quarterly report, along with an explanation for such excess. As of June 30, 2024, the Company’s debt levels did not exceed 300% of the value of the Company’s net assets, as defined above.
As of June 30, 2024 and December 31, 2023, the Company’s mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands):
Monthly payments of principal and interest are due and payable until the maturity date, except that monthly installments of principal and interest begin two years from the dates of the U.S. Small Business Administration Economic Injury Disaster Loans.
Each of the Company’s hotel properties are subject to a mortgage loan bearing interest at a fixed rate secured by the Company’s ownership interest in the property, except for Hyatt Place North Charleston and the Hampton Inn Houston mortgage loans which bear interest at a floating rate.
Scheduled maturities of the Company’s notes payable as of June 30, 2024 are as follows (all amounts in thousands):
Economic Injury Disaster Loans
The Company obtained fifteen Loans (“Loans”) of $500,000 each (an aggregate of $7.5 million) from the U.S. Small Business Administration. The Loans will be due in monthly installments of principal and interest beginning two years from the dates of the Loans with balances due 30 years from the dates of the Loans. The monthly installments are applied to accrued interest first, then to principal. The Loans bear interest at the rate of 3.75% per annum and are secured by the Company’s tangible and intangible personal property. The aggregate balance of the Loans was $7.5 million as of June 30, 2024 and December 31, 2023.
Notes Payable to Related Party
On March 30, 2021, Moody National Capital, LLC (“Moody Capital”), an affiliate of the Company, loaned the Company $8.0 million pursuant to a promissory note (the “Related Party Note”). The Related Party Note provides that the Company may borrow up to an additional $2.0 million from Moody Capital, for a maximum aggregate loan amount of $10.0 million. All amounts borrowed under the Related Party Note plus all accrued interest thereon, was due and payable in full on March 29, 2024, provided that the Company had the right to extend such maturity date for up to two years at the Company’s discretion. The Company elected to extend such maturity date for one year to March 30, 2025. Interest on the Related Party Note began to accrue effective March 30, 2021. The principal amount of the loan under the Related Party Note bears interest at a rate per annum equal SOFR plus 4.75%; provided, however, that such interest rate will be increased to a rate per annum equal to SOFR plus 6.75% if the Related Party Note is subordinated to another lender. The effective interest rate for the Related Party Note was 10.08% as of June 30, 2024. The balance of the Related Party Note was $10.0 million as of each of June 30, 2024 and December 31, 2023.
From April 2021 to August 16, 2021, Moody Capital made a series of advances to the Company to meet specific cash flow 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 $10.0 million. All amounts borrowed under the Second Related Party Note plus all accrued interest thereon, will be due and payable in full on June 30, 2024, provided that the Company may extend such maturity date for up to two years at the Company’s discretion. The Company elected to extend such maturity date for one year to June 30, 2025. Interest on the Second Related Party Note began to accrue effective June 30, 2021. The principal amount of the loan under the Second Related Party Note bears interest at a rate per annum equal SOFR plus 6.75%; provided, however, that such interest rate will be increased to a rate per annum equal to SOFR plus 8.75% if the Second Related Party Note is subordinated to another lender. The effective interest rate for the Second Related Party Note was 12.08% as of June 30, 2024. The balance of the Second Related Party Note was $10.0 million as of each of June 30, 2024 and December 31, 2023.
From August 20, 2021 to September 30, 2021, Moody Capital made a series of advances to the Company to meet specific cash flow needs. These advances were memorialized in a promissory note (“Third Related Party Note”) with a total maximum aggregate loan amount of $10.0 million. All amounts borrowed under the Third Related Party Note plus all accrued interest thereon, will be due and payable in full on August 20, 2024, provided that the Company may extend such maturity date for up to two years at the Company’s discretion. Interest on the Third Related Party Note began to accrue effective August 20, 2021. The principal amount of the loan under the Third Related Party Note bears interest at a rate per annum equal SOFR plus 7.75%; provided, however, that such interest rate will be increased to a rate per annum equal to SOFR plus 9.75% if the Third Related Party Nate is subordinated to another lender. The effective interest rate for the Third Related Party Note was 13.08% as of June 30, 2024. The balance of the Third Related Party Note was $10.0 million as of each of June 30, 2024 and December 31, 2023.
From April 13, 2022 to September 30, 2023, Moody Capital made a series of advances to the Company to meet specific cash flow needs. These advances were memorialized in a promissory note (“Fourth Related Party Note”) with a total maximum aggregate loan amount of $10.0 million. All amounts borrowed under the Fourth Related Party Note plus all accrued interest thereon, will be due and payable in full on April 13, 2025, provided that the Company may extend such maturity date for up to two years at the Company’s discretion. Interest on the Fourth Related Party Note began to accrue effective April 13, 2022. The principal amount of the loan under the Fourth Related Party Note bears interest at a rate per annum equal to one-year SOFR plus 8.75%; provided, however, that such interest rate will be increased to a rate per annum equal to one-year SOFR plus 9.75% if the Fourth Related Party Note is subordinated to another lender. The effective interest rate for the Fourth Related Party Note was 14.08% as of June 30, 2024. The balance of the Fourth Related Party Note was $10.0 million as of each of June 30, 2024 and December 31, 2023.
From January 1, 2024 to June 30, 2024, Moody Capital made a series of advances to the Company to meet specific cash flow needs. These advances were memorialized in a promissory note (“Fifth Related Party Note”) with a total maximum aggregate loan amount of $10.0 million. All amounts borrowed under the Fifth Related Party Note plus all accrued interest thereon, will be due and payable in full on January 1, 2026, provided that the Company may extend such maturity date for up to two years at the Company’s discretion. Interest on the Fifth Related Party Note began to accrue effective January 1, 2024. The principal amount of the loan under the Fifth Related Party Note bears interest at a rate per annum equal to one-year SOFR plus 8.75%; provided, however, that such interest rate will be increased to a rate per annum equal to one-year SOFR plus 9.75% if the Fifth Related Party Note is subordinated to another lender. The effective interest rate for the Fifth Related Party Note was 14.08% as of June 30, 2024. The balance of the Fifth Related Party Note was $10.0 million as of June 30, 2024.
Interest will be paid on the Related Party Note, the Second Related Party Note, the Third Related Party Note, the Fourth Related Party Note, and the Fifth 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 semi-annually. 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, the Third Related Party Note, the Fourth Related Party Note, and the Fifth Related Party Note without any prepayment penalty.
The estimated fair value of the Company’s notes payable as of June 30, 2024 and December 31, 2023, was $227 million and $230 million, respectively. The fair value of the notes payable was estimated based on discounted cash flow analyses using the current incremental borrowing rates for similar types of borrowing arrangements as of the respective reporting dates. The discounted cash flow method of assessing fair value results in a general approximation of value, and such value may never actually be realized. |
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Equity |
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| Equity [Abstract] | ||||||||||||||||||||||||||||||||||
| Equity |
Capitalization
Under its Charter, the Company has the authority to issue .0 billion shares of common stock and .0 million shares of preferred stock. All shares of such stock have a par value of $ per share. On August 15, 2014, the Company sold shares of common stock to the Sponsor at a purchase price of $ per share for an aggregate purchase price of $200,000, which was paid in cash. As of June 30, 2024, there were a total of million shares of the Company’s common stock issued and outstanding, including million shares, net of redemptions, issued in the Company’s public offerings, million shares, net of redemptions, issued in connection with the Mergers, the shares sold to Sponsor and shares of restricted stock issued to the Company’s directors, as discussed in Note 7 “Incentive Award Plan,” as follows (in thousands):
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 had on 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.
Noncontrolling Interest in Operating Partnership
Noncontrolling interest in the OP at June 30, 2024 and December 31, 2023 was $ million and $ million, respectively, which represented 316,037 common units in the OP issued in connection with the acquisition of the Springhill Suites Seattle and the Partnership Merger, and is reported in equity in the consolidated balance sheets. Loss from the OP attributable to these noncontrolling interests was $584,000 and $88,000 for the three months ended June 30, 2024 and 2023, respectively, and was $741,000 and $225,000 for the six months ended June 30, 2024 and 2023, respectively. |
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Related Party Arrangements |
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| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 and in consideration of services to be provided by the Advisor, the OP has issued an affiliate of the Advisor, Moody LPOP II, a separate, special limited partnership interest, in the form of Special Limited Partnership Interests. For further detail, please see Note 8, “Subordinated Participation Interest.”
Sales Commissions and Dealer Manager Fees
From January 1, 2017 through June 12, 2017, the Company paid Moody Securities an up-front selling commission of up to 7.0% of the gross proceeds of what are now the Class A Shares sold in the primary offering and a dealer manager fee of up to 3.0% of the gross proceeds of what are now the Class A Shares sold in the primary offering. Beginning on June 12, 2017, the Company reallocated its common shares into four separate share classes, Class A Shares, Class T Shares, Class I Shares and Class D Shares, with the differing fees for each class of shares.
Beginning January 16, 2018, the Advisor assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with the Company’s public offering; provided, however, that the Advisor intends to recoup the funding of such amounts through the Contingent Advisor Payment (described below). In connection with the implementation of the Contingent Advisor Payment, the Company reduced the up-front selling commission paid with respect to the Class A Shares from up to 7.0% to up to 6.0% of the gross proceeds of the Class A Shares sold in the primary offering and reduced the dealer manager fee paid with respect to the Class A Shares from up to 3.0% to up to 2.5% of the gross proceeds of the Class A Shares sold in the primary offering. As of June 30, 2024, Advisor had paid Moody Securities $9.7 million in selling commissions, trailing stockholder servicing fees, and dealer manager fees related to the Company’s public offering, of which $8.5 million could potentially be recouped by the Advisor at a later date through the Contingent Advisor Payment.
Organization and Offering Expenses
The Advisor will receive reimbursement for organizational and offering expenses incurred on the Company’s behalf, but only to the extent that such reimbursements do not exceed actual expenses incurred by Advisor and do not cause the cumulative selling commissions, dealer manager fees, stockholder servicing fees and other organization and offering expenses borne by the Company to exceed 15.0% of gross offering proceeds from the sale of shares in the Company’s follow-on offering as of the date of reimbursement.
As of June 30, 2024, total offering costs for the initial public offering and the follow-on offering were $21.1 million, comprised of $12.3 million of offering costs incurred directly by the Company and $8.8 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2024, total offering costs for the initial public offering were $18.4 million, comprised of $12.3 million of offering costs incurred directly by the Company and $6.1 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2024, total offering costs for the follow-on offering were $2.7 million, comprised of $0 of offering costs incurred directly by the Company and $2.7 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2024, the Company had $0 due to the Advisor for reimbursable offering costs.
Acquisition Fees
As of January 16, 2018, the Advisor assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees in connection with the Company’s public offering. In connection therewith, as of January 16, 2018, the acquisition fee payable to the Advisor was increased from 1.5% to up to a maximum of 3.85% of (1) the cost of all investments the Company acquires (including the Company’s pro rata share of any indebtedness assumed or incurred in respect of the investment and exclusive of acquisition and financing coordination fees), (2) the Company’s allocable cost of investments acquired in a joint venture (including the Company’s pro rata share of the purchase price and the Company’s pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees) or (3) the amount funded by the Company to acquire or originate a loan or other investment, including mortgage, mezzanine or bridge loans (including any third-party expenses related to such investment and exclusive of acquisition fees and financing coordination fees). The up to 3.85% acquisition fee consists of (i) a 1.5% base acquisition fee and (ii) up to an additional 2.35% contingent acquisition fee (the “Contingent Advisor Payment”). The 1.5% base acquisition fee will always be payable upon the acquisition of an investment by the Company, unless the receipt thereof is waived by the Advisor. The amount of the Contingent Advisor Payment to be paid in connection with the closing of an acquisition will be reviewed on an acquisition-by-acquisition basis and such payment shall not exceed the then-outstanding amounts paid by the Advisor for dealer manager fees, selling commissions or stockholder servicing fees at the time of such closing. For purposes of determining the amount of Contingent Advisor Payment payable, the amounts paid by the Advisor for dealer manager fees, selling commissions or stockholder servicing fees and considered “outstanding” will be reduced by the amount of the Contingent Advisor Payment previously paid and taking into account the amount of the Contingent Advisor Holdback. The Advisor may waive or defer all or a portion of the acquisition fee at any time and from time to time, in the Advisor’s sole discretion. The Company did not incur any acquisition fees payable to Advisor for the three and six months ended June 30, 2024 and 2023.
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 six months ended June 30, 2024 and 2023.
Financing Coordination Fee
The Advisor also receives financing coordination fees of 1% of the amount available under any loan or line of credit made available to the Company and 0.75% of the amount available or outstanding under any refinanced loan or line of credit. The Advisor will pay some or all of these fees to third parties with whom it subcontracts to coordinate financing for the Company. The Company did not incur any financing coordination fees payable to the Advisor during the three and six months ended June 30, 2024 and 2023.
Property Management Fee
The Company pays Moody National Hospitality Management, LLC (“Property Manager”) a monthly hotel management fee equal to 4.0% of the monthly gross operating revenues from the properties managed by Property Manager for services it provides in connection with operating and managing properties. The hotel management agreements between the Company and the Property Manager generally have initial terms of ten years. Property Manager may pay some or all of the compensation it receives from the Company to a third-party property manager for management or leasing services. In the event that the Company contracts directly with a non-affiliated third-party property manager, the Company will pay Property Manager a market-based oversight fee. The Company will reimburse the costs and expenses incurred by Property Manager on the Company’s behalf, including legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties, but the Company will not reimburse Property Manager for general overhead costs or personnel costs other than employees or subcontractors who are engaged in the on-site operation, management, maintenance or access control of the properties. For the three months ended June 30, 2024 and 2023, the Company incurred property management fees of $911,000 and $900,000, respectively, and accounting fees for each three month period of $113,000. For the six months ended June 30, 2024 and 2023, the Company incurred property management fees of $1.6 million and $1.8 million, respectively, and accounting fees of each six month period of $225,000, which are included in hotel operating expense in the accompanying consolidated statements of operations.
The Company may pay an annual incentive fee to Property Manager. Such annual incentive fee is equal to 15% of the amount by which the operating profit from the properties managed by Property Manager for such fiscal year (or partial fiscal year) exceeds 8.5% of the total investment of such properties. Property Manager may pay some or all of this annual incentive fee to third-party sub-property managers for management services. For purposes of this annual incentive fee, “total investment” means the sum of (i) the price paid to acquire a property, including closing costs, conversion costs, and transaction costs; (ii) additional invested capital and (iii) any other costs paid in connection with the acquisition of the property, whether incurred pre- or post-acquisition. As of June 30, 2024, the Company had not paid any annual incentive fees to Property Manager.
Asset Management Fee
The Company pays the Advisor a monthly asset management fee of one-twelfth of 1.0% of the cost of investment of all real estate investments the Company acquires. For the three months ended June 30, 2024 and 2023, the Company incurred asset management fees for each three month period of $1.2 million payable to the Advisor, and for the six months ended June 30, 2024 and 2023, the Company incurred asset management fees for each six month period of $2.4 million payable to Advisor, which are recorded in corporate general and administrative expenses in the accompanying consolidated statements of operations.
Disposition Fee
The Company may also pay 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% of the contract sales price of each property or other investment sold; provided, however, in no event may the aggregate disposition fees paid to the Advisor and any real estate commissions paid to unaffiliated third parties exceed 6% of the contract sales price. As of June 30, 2024, the Company had not incurred any disposition fees payable to the Advisor.
Operating Expense Reimbursement
The Company will reimburse the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s aggregate operating expenses (including the asset management fee payable to the Advisor) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2% of the Company’s average invested assets, or (2) 25% of the Company’s net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company’ s assets for that period (the “2 %/25% Limitation”). Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of the 2%/25% Limitation if a majority of the Company’s independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the four fiscal quarters ended June 30, 2024, total operating expenses of the Company were $7.1 million, which included $5.1 million in operating expenses incurred directly by the Company and $2.0 million incurred by the Advisor on behalf of the Company. Of the $7.1 million in total operating expenses incurred during the four fiscal quarters ended June 30, 2024, $0 exceeded the 2%/25% Limitation. The Company reimbursed the Advisor $2.0 million during the four fiscal quarters ended June 30, 2024. As of June 30, 2024, the Company had $606,000 due to the Advisor for operating expense reimbursement.
Notes Payable to Related Party
See Note 4, “Debt” to the consolidated financial statements for a description of notes payable to related party. The balance of notes payable to related party was $50.0 million and $40.0 million as of June 30, 2024 and December 31, 2023, respectively.
Due to Related Parties, Net
The composition of the amounts due to related parties, net as of June 30, 2024 and December 31, 2023 is as follows (in thousands):
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Incentive Award Plan |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2024 | ||||
| Share-Based Payment Arrangement [Abstract] | ||||
| 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 shares of restricted stock when the Company raised the minimum offering amount of $2,000,000 in the Company’s initial public offering. Each new independent director who subsequently joins the Board will receive a grant of shares of restricted stock upon his or her election to the Board. In addition, on the date of each of the first four annual meetings of the Company’s stockholders at which an independent director is re-elected to the Board, he or she will receive an additional grant of shares of restricted stock. Subject to certain conditions, the non-vested shares of restricted stock granted pursuant to the Independent Directors Compensation Plan will vest and become non-forfeitable in four equal quarterly installments beginning on the first day of the first quarter following the date of grant; provided, however, that the restricted stock will become fully vested on the earlier to occur of (1) the termination of the independent director’s service as a director due to his or her death or disability or (2) a change in control of the Company. As of June 30, 2024, there were common shares remaining available for future issuance under the Incentive Award Plan and the Independent Directors Compensation Plan.
For the three months ended June 30, 2024 and 2023, and for the six months ended June 30, 2024 and 2023, no compensation expense was recorded by the Company related to such shares of restricted stock. As of June 30, 2024, there were non-vested shares of restricted common stock granted pursuant to the Independent Directors Compensation Plan. |
Subordinated Participation Interest |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2024 | ||||
| Subordinated Participation Interest | ||||
| Subordinated Participation Interest |
Pursuant to the limited partnership agreement for the OP, Moody LPOP II, the holder of the Special Limited Partnership Interests, is entitled to receive distributions equal to 15.0% of the OP’s net cash flows, whether from continuing operations, the repayment of loans, the disposition of assets or otherwise, but only after the Company’s stockholders (and current and future limited partnership interest holders of the OP other than the former limited partners of Moody I OP) have received, in the aggregate, cumulative distributions equal to their total invested capital plus a % cumulative, non-compounded annual pre-tax return on such aggregated invested capital. Former limited partners of Moody I OP must have received a cumulative annual return of 8.0%, which is equal to the same return to which such holders were entitled before distributions to the special limited partner of Moody I OP could have been paid under the limited partnership agreement of Moody I OP. In addition, Moody LPOP II is entitled to a separate payment if it redeems its Special Limited Partnership Interests. The Special Limited Partnership Interests may be redeemed upon: (1) the listing of the Company’s common stock on a national securities exchange or (2) the occurrence of certain events that result in the termination or non-renewal of the Advisory Agreement, in each case for an amount that Moody LPOP II would have been entitled to receive had the OP disposed of all of its assets at the enterprise valuation as of the date of the event triggering the redemption. |
Commitments and Contingencies |
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies |
Restricted Cash
Under certain management and debt agreements existing at June 30, 2024, the Company escrows payments required for real estate taxes, insurance, replacement of hotel furniture and fixtures, debt service and property improvement plans. The composition of the Company’s restricted cash as of June 30, 2024 and December 31, 2023 are as follows (all amounts in thousands):
Franchise Agreements
As June 30, 2024, all of the Company’s hotel properties, including those acquired as part of the Moody I Portfolio, are operated under franchise agreements with initial terms ranging from 10 to 20 years. The franchise agreements allow the properties to operate under the franchisor’s brand. Pursuant to the franchise agreements, the Company pays a royalty fee generally between 3.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs that amount to between 1.5% and 4.3% of room revenue. The Company incurred franchise fee expense of $2.0 million for each of the three months ended June 30, 2024 and 2023, respectively, and $3.6 million for each of the six months ended June 30, 2024 and 2023, respectively, which amounts are included in hotel operating expenses in the accompanying consolidated statements of operations. |
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Income Taxes |
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 June 30, 2024, the Company had operating loss and capital loss carry-forwards of $15.9 million and $900,000, respectively.
The Company had deferred tax assets of $2.3 million as of June 30, 2024 and December 31, 2023, net of a valuation allowance of $21.5 million and $20.3 million as of June 30, 2024 and December 31, 2023, respectively, related to net operating loss carry forwards of the TRS which are included in prepaid expenses and other assets on the consolidated balance sheets. As of June 30, 2024, the TRS had a net operating loss carry-forward of $107.6 million, of which $8.3 million was transferred from Moody I’s taxable REIT subsidiaries when they were merged into the Company’s TRS on the date of the closing of the Mergers.
The income tax expense (benefit) for the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands):
On June 30, 2024, the Company had net deferred tax assets of $2.3 million primarily due to past years’ federal and state tax operating losses of the TRS. These loss carryforwards will generally expire in 2033 through 2038 if not utilized by then. The Company analyzes state loss carryforwards on a state-by-state basis and records a valuation allowance when management deems it more likely than not that future results will not generate sufficient taxable income in the respective state to realize the deferred tax asset prior to the expiration of the loss carryforwards. Management believes that it is more likely than not that the results of future operations of the TRS will generate sufficient taxable income to realize the deferred tax assets, in excess of the valuation allowance, related to federal and state loss carryforwards prior to the expiration of the loss carryforwards and has determined that no valuation allowance is necessary. From time to time, the Company may be subjected to federal, state or local tax audits in the normal course of business. |
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Subsequent Events |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2024 | ||||
| Subsequent Events [Abstract] | ||||
| Subsequent Events |
In preparing the consolidated financial statements, the Company has evaluated all subsequent events and transactions for potential recognition or disclosure through August 16, 2024, the date the consolidated financial statements were available for issuance.
Townplace Suites Fort Worth
On July 31, 2024, a subsidiary of the OP (“Seller”) entered into a purchase and sale agreement for the sale of the Townplace Suites Fort Worth property (the “Sale Agreement”). Pursuant to the Sale Agreement, Seller agreed to sell the Townplace Suites Fort Worth property to an unaffiliated purchaser for an aggregate purchase price, subject to offsets and credits as set forth in the Sale Agreement, of $9,100,000. The sale of the Townplace Suites Fort Worth property pursuant to the Sale Agreement is subject to the satisfaction or waiver, as applicable, of customary closing conditions. There is no guarantee that sale of the Townplace Suites Fort Worth property will be consummated on the terms described herein, or at all. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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. |
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| 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. |
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| Organization and Offering Costs | Organization and Offering Costs
Organization and offering costs of the Company are paid directly by the Company or incurred by the Advisor on behalf of the Company. Pursuant to the Advisory Agreement between the Company and the Advisor, the Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs incurred by the Advisor associated with each of the Company’s public offerings, provided that within 60 days of the last day of the month in which a public offering ends, the Advisor is obligated to reimburse the Company to the extent aggregate organization and offering costs incurred by the Company in connection with the completed public offering exceed 15.0% of the gross offering proceeds from the sale of the Company’s shares of common stock in the completed public offering. Such organization and offering costs include selling commissions and dealer manager fees paid to a dealer manager, legal, accounting, printing and other offering expenses, including marketing, salaries and direct expenses of the Advisor’s employees and employees of the Advisor’s affiliates and others. Any reimbursement of the Advisor or its affiliates for organization and offering costs will not exceed actual expenses incurred by the Advisor. The Company’s organization and offering costs incurred in connection with the Company’s initial public offering did not exceed 15% of the gross offering proceeds from the sale of shares of common stock in such offering.
All offering costs, including selling commissions and dealer manager fees, are recorded as an offset to additional paid-in-capital, and all organization costs are recorded as an expense when the Company has an obligation to reimburse the Advisor.
As of June 30, 2024, total offering costs for the initial public offering and the follow-on offering were $21.1 million, comprised of $12.3 million of offering costs incurred directly by the Company and $8.8 million in offering costs incurred by and reimbursable to the Advisor. Total offering costs for the initial public offering were $18.4 million, comprised of $12.3 million of offering costs incurred directly by the Company and $6.1 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2024, total offering costs for the follow-on offering were $2.7 million, comprised of $0 of offering costs incurred directly by the Company and $2.7 million in offering costs incurred by and reimbursable to the Advisor. As of June 30, 2024, the Company had $0 due to the Advisor for reimbursable offering costs. |
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| 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 shareholders for a sufficient number of days in 2015. Prior to qualifying to be taxed as a REIT, the Company was subject to normal federal and state corporation income taxes.
Provided that the Company continues to qualify as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes its REIT taxable income to its stockholders, so long as it distributes at least 90% of its REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) and satisfies the other organizational and operational requirements for qualification as a REIT. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. The Company leases the hotels it acquires to a wholly-owned taxable REIT subsidiary (“TRS”) that is subject to federal, state and local income taxes.
The Company accounts for income taxes of its TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period prior to when the new rates become effective. The Company records a valuation allowance for net deferred tax assets that are not expected to be realized.
The Company has reviewed tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination. The Company had no material uncertain tax positions as of June 30, 2024.
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 2019 through 2023 remaining subject to examination by various federal and state tax jurisdictions. For more information, see Note 10, “Income Taxes.” |
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| 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:
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.
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 hotel properties, see Note 3, “Investment in Hotel Properties.” For the fair value of the Company’s notes payable, see Note 4, “Debt.” |
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| Concentration of Risk | Concentration of Risk
As of June 30, 2024, 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 along with the balances on deposit at such institutions to minimize the Company’s potential risk and believes that it is not exposed to any significant credit risk in cash and cash equivalents or restricted cash.
The Company holds cash accounts at several institutions in excess of the Federal Deposit Insurance Corporations (the “FDIC”) protection limits of $250,000. The Company’s exposure to credit loss in the event of the failure of these institutions is represented by the difference between the FDIC protection limit and the total amounts on deposit. At June 30, 2024, the Company’s cash accounts exceeded federally insured limits by approximately $7.3 million and the Company’s restricted cash accounts exceeded federally insured limits by approximately $13.4 million.
The Company is exposed to geographic risk in that nine of its fifteen hotel properties are located in one state, Texas. |
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| 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 a component of 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. |
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| 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:
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| 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. Losses on impairment of hotel properties were $21.8 million and $0 for the three and six months ended June 30, 2024 and 2023.
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. The Company has recorded an impairment based on management’s best estimate of fair value at June 30, 2024. This is a significant estimate that could materially change within one year. For loss on impairment of the Company’s hotel properties, see Note 3, “Investment in Hotel Properties.” |
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| 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. Amounts received prior to guest arrival are recorded as advances from the customer and are recognized at the time of occupancy. |
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| 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 90 days or less at the date of purchase. |
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| 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.
The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented in the unaudited consolidated statement of cash flows as of June 30, 2024 and 2023 (in thousands):
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| 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. |
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| 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 $562,000 and $520,000 as of June 30, 2024 and December 31, 2023, respectively.
Expected future amortization of deferred franchise costs as of June 30, 2024 is as follows (in thousands):
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| 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 $7.0 million and $6.7 million as of June 30, 2024 and December 31, 2023, respectively. Expected future amortization of debt issuance costs as of June 30, 2024 is as follows (in thousands):
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| 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. There were no non-vested shares of restricted common stock as of June 30, 2024 and December 31, 2023 held by the Company’s independent directors. |
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| Recently Issued Accounting Standards | Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” which requires entities to expand disclosures regarding the reconciliation of income tax rate and the amount of income taxes paid, net of refunds received, disaggregated by federal state and foreign jurisdiction.
Other recently issued accounting standards or pronouncements not disclosed in the foregoing paragraph have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the Company’s consolidated financial statements. |
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Summary of Significant Accounting Policies (Tables) |
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| 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:
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| The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented in the unaudited consolidated statement of cash flows as of June 30, 2024 and 2023 (in thousands): | The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented in the unaudited consolidated statement of cash flows as of June 30, 2024 and 2023 (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expected future amortization of deferred franchise costs as of June 30, 2024 is as follows (in thousands): | Expected future amortization of deferred franchise costs as of June 30, 2024 is as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expected future amortization of debt issuance costs as of December 31, 2023 is as follows (in thousands): |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in Hotel Properties (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The following table sets forth summary information regarding the Company’s investment in hotel properties as of June 30, 2024 (all $ amounts in thousands): | The following table sets forth summary information regarding the Company’s investment in hotel properties as of June 30, 2024 (all $ amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in hotel properties consisted of the following at June 30, 2024 and December 31, 2023 (all amounts in thousands): | Investment in hotel properties consisted of the following at June 30, 2024 and December 31, 2023 (all amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of June 30, 2024 and December 31, 2023, the Company’s mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands): | As of June 30, 2024 and December 31, 2023, the Company’s mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Scheduled maturities of the Company’s notes payable as of June 30, 2024 are as follows (all amounts in thousands): | Scheduled maturities of the Company’s notes payable as of June 30, 2024 are as follows (all amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||
| Schedule of shares outstanding |
|
||||||||||||||||||||||||||||||
Related Party Arrangements (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The composition of the amounts due to related parties, net as of June 30, 2024 and December 31, 2023 is as follows (in thousands) | The composition of the amounts due to related parties, net as of June 30, 2024 and December 31, 2023 is as follows (in thousands):
|
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Commitments and Contingencies (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The composition of the Company’s restricted cash as of June 30, 2024 and December 31, 2023 are as follows (all amounts in thousands): | Under certain management and debt agreements existing at June 30, 2024, the Company escrows payments required for real estate taxes, insurance, replacement of hotel furniture and fixtures, debt service and property improvement plans. The composition of the Company’s restricted cash as of June 30, 2024 and December 31, 2023 are as follows (all amounts in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The income tax expense (benefit) for the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands): | The income tax expense (benefit) for the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation expense is computed using the straight-line method based upon the following estimated useful lives: (Details) |
Jun. 30, 2024 |
|---|---|
| Building and Building Improvements [Member] | Minimum [Member] | |
| Property, Plant and Equipment [Line Items] | |
| Estimated useful lives | 39 years |
| Building and 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 |
The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented in the unaudited consolidated statement of cash flows as of June 30, 2024 and 2023 (in thousands): (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|---|---|
| Accounting Policies [Abstract] | ||||
| Cash and cash equivalents | $ 11,024 | $ 7,286 | $ 9,511 | |
| Restricted cash | 16,972 | 13,432 | ||
| Total cash and cash equivalents and restricted cash | $ 27,996 | $ 25,064 | $ 22,943 | $ 21,203 |
Expected future amortization of deferred franchise costs as of June 30, 2024 is as follows (in thousands): (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Years Ending December 31, | ||
| Total | $ 549 | $ 591 |
| Franchise Rights [Member] | ||
| Years Ending December 31, | ||
| 2024 | 42 | |
| 2025 | 85 | |
| 2026 | 84 | |
| 2027 | 75 | |
| 2028 | 75 | |
| Thereafter | 188 | |
| Total | $ 549 |
Expected future amortization of debt issuance costs as of December 31, 2023 is as follows (in thousands): (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Accounting Policies [Abstract] | ||
| 2024 | $ 235 | |
| 2025 | 222 | |
| 2026 | 102 | |
| 2027 | 68 | |
| 2028 | 41 | |
| Thereafter | ||
| Total | $ 668 | $ 839 |
Investment in hotel properties consisted of the following at June 30, 2024 and December 31, 2023 (all amounts in thousands): (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Real Estate [Abstract] | ||
| Land | $ 73,436 | $ 76,936 |
| Buildings and improvements | 323,804 | 338,982 |
| Furniture, fixtures and equipment | 62,978 | 65,197 |
| Total cost | 460,218 | 481,115 |
| Accumulated depreciation | (102,834) | (94,818) |
| Investment in hotel properties, net | $ 357,384 | $ 386,297 |
Investment in Hotel Properties (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
| Property, Plant and Equipment [Line Items] | ||||
| Aggregate loss on impairment | $ 21,833 | $ 21,833 | ||
| Hotel Properties [Member] | ||||
| Property, Plant and Equipment [Line Items] | ||||
| Aggregate loss on impairment | $ 21,800 | |||
Debt (Details Narrative) - USD ($) |
1 Months Ended | 6 Months Ended | 18 Months Ended | 27 Months Ended | |||
|---|---|---|---|---|---|---|---|
Sep. 30, 2021 |
Jun. 30, 2024 |
Jun. 30, 2021 |
Sep. 30, 2023 |
Jun. 30, 2024 |
Dec. 31, 2023 |
Mar. 30, 2021 |
|
| Debt Instrument [Line Items] | |||||||
| Borrowings maximum percentage of net assets | 300.00% | ||||||
| Loan payable | $ 7,500,000 | $ 7,500,000 | $ 7,500,000 | ||||
| Related party note | 226,594,000 | 226,594,000 | 229,005,000 | ||||
| Fair value of notes payable | $ 227,000,000 | 227,000,000 | 230,000,000 | ||||
| Promissory Note [Member] | Moody National Capital LLC [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Principal amount | $ 8,000,000 | ||||||
| Line of credit facility, remaining borrowing capacity | 2,000,000 | ||||||
| Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||
| Maturity date | Mar. 29, 2024 | ||||||
| Extend maturity date | 2 years | ||||||
| Promissory Note [Member] | Moody National Capital LLC [Member] | Minimum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 4.75% | ||||||
| Promissory Note [Member] | Moody National Capital LLC [Member] | Maximum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 6.75% | ||||||
| Related Party Note [Member] | Moody National Capital LLC [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Interest rate | 10.08% | ||||||
| Related party note | $ 10,000,000 | 10,000,000 | 10,000,000 | ||||
| Second Related Party Note [Member] | Moody National Capital LLC [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Principal amount | $ 10,000,000 | ||||||
| Maturity date | Jun. 30, 2024 | ||||||
| Extend maturity date | 2 years | ||||||
| Interest rate | 12.08% | ||||||
| Related party note | $ 10,000,000 | 10,000,000 | 10,000,000 | ||||
| Second Related Party Note [Member] | Moody National Capital LLC [Member] | Minimum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 6.75% | ||||||
| Second Related Party Note [Member] | Moody National Capital LLC [Member] | Maximum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 8.75% | ||||||
| Third Related Party Note [Member] | Moody National Capital LLC [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Principal amount | $ 10,000,000 | ||||||
| Maturity date | Aug. 20, 2024 | ||||||
| Extend maturity date | 2 years | ||||||
| Interest rate | 13.08% | ||||||
| Related party note | 10,000,000 | ||||||
| Third Related Party Note [Member] | Moody National Capital LLC [Member] | Minimum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 7.75% | ||||||
| Third Related Party Note [Member] | Moody National Capital LLC [Member] | Maximum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 9.75% | ||||||
| Fourth Related Party Note [Member] | Moody National Capital LLC [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Principal amount | $ 10,000,000 | 10,000,000 | |||||
| Maturity date | Apr. 13, 2025 | ||||||
| Extend maturity date | 2 years | ||||||
| Interest rate | 14.08% | ||||||
| Related party note | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||||
| Fourth Related Party Note [Member] | Moody National Capital LLC [Member] | Minimum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 8.75% | ||||||
| Fourth Related Party Note [Member] | Moody National Capital LLC [Member] | Maximum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 9.75% | ||||||
| Fifth Related Party Note [Member] | Moody National Capital LLC [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Principal amount | $ 10,000,000 | $ 10,000,000 | |||||
| Maturity date | Jan. 01, 2026 | ||||||
| Extend maturity date | 2 years | ||||||
| Interest rate | 14.08% | ||||||
| Related party note | $ 10,000,000 | 10,000,000 | |||||
| Fifth Related Party Note [Member] | Moody National Capital LLC [Member] | Minimum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 8.75% | ||||||
| Fifth Related Party Note [Member] | Moody National Capital LLC [Member] | Maximum [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Basis spread interest rate | 9.75% | ||||||
| US Small Business Administration [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Principal amount | $ 7,500,000 | 7,500,000 | |||||
| Extend maturity date | 30 years | ||||||
| Basis spread interest rate | 3.75% | ||||||
| US Small Business Administration [Member] | Loan [Member] | |||||||
| Debt Instrument [Line Items] | |||||||
| Principal amount | $ 500,000 | $ 500,000 | |||||
As of June 30, 2024 and December 31, 2023, the Company’s mortgage notes payable secured by the respective assets, consisted of the following ($ amounts in thousands): (Details) - USD ($) $ in Thousands |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 227,262 | $ 229,844 | ||
| Less unamortized debt issuance costs | (668) | (839) | ||
| Total notes payable, net of unamortized debt issuance costs | 226,594 | 229,005 | ||
| Residence Inn Austin Hotel [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 15,003 | 15,160 | ||
| Interest rate | 4.58% | |||
| Debt instrument, maturity date | Nov. 01, 2025 | |||
| Springhill Suites Seattle [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 40,513 | 40,954 | ||
| Interest rate | 4.38% | |||
| Debt instrument, maturity date | Oct. 01, 2026 | |||
| Homewood Suites Woodlands [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 8,145 | 8,239 | ||
| Interest rate | 4.69% | |||
| Debt instrument, maturity date | Apr. 11, 2025 | |||
| Hyatt Place Germantown [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 5,766 | 5,834 | ||
| Interest rate | 7.25% | |||
| Debt instrument, maturity date | Jun. 29, 2028 | |||
| Hyatt Place North Charleston [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 5,412 | 5,456 | ||
| Interest rate | 10.00% | |||
| Debt instrument, maturity date | Nov. 29, 2028 | |||
| Hampton Inn Austin [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | [1] | $ 9,477 | 9,602 | |
| Interest rate | [1] | 10.426% | ||
| Debt instrument, maturity date | [1] | Jan. 06, 2024 | ||
| Residence Inn Grapevine [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | [1] | $ 10,983 | 11,080 | |
| Interest rate | [1] | 10.25% | ||
| Debt instrument, maturity date | [1] | Apr. 06, 2024 | ||
| Marriott Courtyard Lyndhurst [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 17,298 | 17,531 | ||
| Interest rate | 4.70% | |||
| Debt instrument, maturity date | Sep. 27, 2024 | |||
| Hilton Garden Inn Austin [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 16,443 | 16,641 | ||
| Interest rate | 4.53% | |||
| Debt instrument, maturity date | Dec. 11, 2024 | |||
| Hampton Inn Great Valley [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 7,187 | 7,269 | ||
| Interest rate | 4.70% | |||
| Debt instrument, maturity date | Apr. 11, 2025 | |||
| Embassy Suites Nashville [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 37,468 | 37,924 | ||
| Interest rate | 4.2123% | |||
| Debt instrument, maturity date | Jul. 11, 2025 | |||
| Homewood Suites Austin [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 9,700 | 9,809 | ||
| Interest rate | 4.65% | |||
| Debt instrument, maturity date | Aug. 11, 2025 | |||
| Townplace Suites Fort Worth [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 5,424 | 5,499 | ||
| Interest rate | 4.70% | |||
| Debt instrument, maturity date | Sep. 27, 2024 | |||
| Hampton Inn Houston [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 3,851 | 3,915 | ||
| Interest rate | 10.50% | |||
| Debt instrument, maturity date | Apr. 28, 2028 | |||
| Residence Inn Houston Medical Center1 [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 27,092 | 27,431 | ||
| Interest rate | 5.00% | |||
| Debt instrument, maturity date | Oct. 01, 2024 | |||
| US Small Business Administration [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Total notes payable | $ 7,500 | $ 7,500 | ||
| Interest rate | 3.75% | |||
| Debt instrument, maturity date | 2051-11 | |||
| ||||
Scheduled maturities of the Company’s notes payable as of June 30, 2024 are as follows (all amounts in thousands): (Details) $ in Thousands |
Jun. 30, 2024
USD ($)
|
|---|---|
| Debt Disclosure [Abstract] | |
| 2024 | $ 88,282 |
| 2025 | 77,944 |
| 2026 | 39,594 |
| 2027 | 643 |
| 2028 | 13,654 |
| Thereafter | 7,145 |
| Total | $ 227,262 |
Equity (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Aug. 15, 2014 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
| Class of Stock [Line Items] | ||||||
| Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
| Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
| Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
| Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
| Common stock, issued | 13,640,000 | 13,640,000 | 13,640,000 | |||
| Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number | 65,000 | 65,000 | ||||
| Noncontrolling interests in operating partnership | $ 1,135,000 | $ 1,135,000 | $ 1,876,000 | |||
| Partners' capital account, units | 316,037 | 316,037 | ||||
| Net income (loss) attributable to noncontrolling interest | $ 584,000 | $ 88,000 | $ 741,000 | $ 225,000 | ||
| Public Offerings [Member] | ||||||
| Class of Stock [Line Items] | ||||||
| Common stock, issued | 10,200,000 | 10,200,000 | ||||
| Mergers [Member] | ||||||
| Class of Stock [Line Items] | ||||||
| Common stock, issued | 3,300,000 | 3,300,000 | ||||
| Sponsor [Member] | ||||||
| Class of Stock [Line Items] | ||||||
| Shares sold | 8,000 | |||||
| Share price | $ 25.00 | |||||
| Aggregate purchase price | $ 200,000 | |||||
| Common stock, issued | 8,000 | 8,000 | ||||
Schedule of shares outstanding (Details) - shares |
Jun. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Class of Stock [Line Items] | ||
| Common Stock, Shares, Outstanding | 13,640,000 | 13,640,000 |
| Common Class A [Member] | ||
| Class of Stock [Line Items] | ||
| Common Stock, Shares, Outstanding | 13,000,000 | |
| Common Class T [Member] | ||
| Class of Stock [Line Items] | ||
| Common Stock, Shares, Outstanding | 481,000 | |
| Common Class I [Member] | ||
| Class of Stock [Line Items] | ||
| Common Stock, Shares, Outstanding | 159,000 |
The composition of the amounts due to related parties, net as of June 30, 2024 and December 31, 2023 is as follows (in thousands) (Details) - USD ($) |
Jun. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Related Party Transactions [Abstract] | ||
| Operating expense reimbursement | $ 606,000 | $ 309,000 |
| Asset management fee | 2,408,000 | 4,797,000 |
| Accounts payable to Property Manager | 2,911,000 | 4,986,000 |
| Accrued interest on related party notes | 11,366,000 | 8,208,000 |
| Total due to related parties, net | $ 17,291,000 | $ 18,300,000 |
Related Party Arrangements (Details Narrative) - USD ($) |
1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|---|---|
Jan. 16, 2018 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 12, 2017 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
|
| Related Party Transaction [Line Items] | |||||||
| Special Limited Partnership Interests | $ 1,000 | $ 1,000 | $ 1,000 | ||||
| Operating expenses | 7,100,000 | ||||||
| Operating expenses incurred by Advisor | 2,000,000 | ||||||
| Operating expenses reimbursed | 2,000,000 | ||||||
| Due to Advisor for operating expense reimbursement | 606,000 | 606,000 | 309,000 | ||||
| Notes payable, related parties | 50,000,000 | 50,000,000 | 40,000,000 | ||||
| Debt [Member] | |||||||
| Related Party Transaction [Line Items] | |||||||
| Notes payable, related parties | $ 50,000,000 | 50,000,000 | $ 40,000,000 | ||||
| Parent Company [Member] | |||||||
| Related Party Transaction [Line Items] | |||||||
| Operating expenses | 5,100,000 | ||||||
| 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 | ||||||
| Percentage of organization and offering costs | 15.00% | 15.00% | |||||
| Total offering costs | $ 21,100,000 | $ 21,100,000 | |||||
| Total offering costs | 12,300,000 | 12,300,000 | |||||
| Reimbursed offering cost | 8,800,000 | 8,800,000 | |||||
| Offering Costs Payables | $ 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 exceeding limitation | $ 0 | ||||||
| Affiliated Entity [Member] | Asset Management [Member] | |||||||
| Related Party Transaction [Line Items] | |||||||
| Property manager property management fees | $ 911,000 | $ 900,000 | 1,600,000 | $ 1,800,000 | |||
| Accounting fees | 113,000 | 113,000 | 225,000 | 225,000 | |||
| Affiliated Entity [Member] | IPO [Member] | |||||||
| Related Party Transaction [Line Items] | |||||||
| Total offering costs | 18,400,000 | 18,400,000 | |||||
| Total offering costs | 12,300,000 | 12,300,000 | |||||
| Reimbursed offering cost | 6,100,000 | 6,100,000 | |||||
| Affiliated Entity [Member] | Follow-on offering [Member] | |||||||
| Related Party Transaction [Line Items] | |||||||
| Total offering costs | 2,700,000 | 2,700,000 | |||||
| Total offering costs | 0 | 0 | |||||
| Reimbursed offering cost | $ 2,700,000 | $ 2,700,000 | |||||
| Moody National Hospitality Management LLC [Member] | |||||||
| Related Party Transaction [Line Items] | |||||||
| Monthly hotel management fee percentage | 4.00% | 4.00% | |||||
| Agreement term | 10 years | ||||||
| Annual incentive fee fee percentage | 15.00% | ||||||
| Asset Management Fee Percentage | 8.50% | 8.50% | |||||
| Moody National Hospitality Management LLC [Member] | Investment Advisory, Management and Administrative Service [Member] | |||||||
| Related Party Transaction [Line Items] | |||||||
| Asset management fees | $ 1,200,000 | $ 1,200,000 | $ 2,400,000 | $ 2,400,000 | |||
Incentive Award Plan (Details Narrative) - Restricted Stock [Member] |
6 Months Ended |
|---|---|
|
Jun. 30, 2024
USD ($)
shares
| |
| Independent Directors Compensation Plan [Member] | Management [Member] | |
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
| Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number | 0 |
| Independent Directors Compensation Plan [Member] | Management [Member] | IPO [Member] | |
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
| Entitlement deferred compensation arrangement with individual shares issued | 5,000 |
| Minimum offering amount threshold | $ | $ 2,000,000 |
| Deferred compensation arrangement with individual shares issued 1 | 5,000 |
| Deferred compensation arrangement with individual shares issued 2 | 2,500 |
| Incentive Award Plan and Independent Directors Compensation Plan [Member] | |
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
| Issuance under the Incentive Award Plan | 1,935,000 |
Subordinated Participation Interest (Details Narrative) |
Jun. 30, 2024 |
|---|---|
| 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’s restricted cash as of June 30, 2024 and December 31, 2023 are as follows (all amounts in thousands): (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Commitments and Contingencies Disclosure [Abstract] | ||
| Real estate taxes | $ 4,285 | $ 4,893 |
| Insurance | 22 | 135 |
| Hotel furniture and fixtures | 8,629 | 8,248 |
| Debt service | 3,878 | 4,344 |
| Property improvement plan | 158 | 158 |
| Total restricted cash | $ 16,972 | $ 17,778 |
Commitments and Contingencies (Details Narrative) - Moody National REIT I, Inc. [Member] - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
| Loss Contingencies [Line Items] | ||||
| Franchise fees | $ 2.0 | $ 2.0 | $ 3.6 | $ 3.6 |
| Minimum [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Term of franchise agreements | 10 years | |||
| Royalty fees on room revenue | 3.00% | |||
| 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) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2024 |
Dec. 31, 2023 |
|
| Net operating loss carry-forwards | $ 15,900,000 | |
| Net deferred tax assets | 2,300,000 | $ 2,300,000 |
| Deferred tax assets, valuation allowance | $ 21,500,000 | $ 20,300,000 |
| Description of loss carryforwards expiration | These loss carryforwards will generally expire in 2033 through 2038 if not utilized by then. | |
| Subsidiaries [Member] | ||
| Net operating loss carry-forwards | $ 107,600,000 | |
| Subsidiaries [Member] | Moody National REIT I, Inc. [Member] | ||
| Net operating loss carry-forwards | 8,300,000 | |
| Capital Loss Carryforward [Member] | ||
| Capital loss carry-forward | $ 900,000 |
The income tax expense (benefit) for the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands): (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
| Income Tax Disclosure [Abstract] | ||||
| Current expense | $ 84 | $ 82 | $ 96 | $ 107 |
| Deferred benefit | (411) | (536) | (1,251) | (1,548) |
| Valuation provision for deferred benefit | 411 | 536 | 1,251 | 1,548 |
| Total tax expense | 84 | 82 | 96 | 107 |
| Federal | (411) | (536) | (1,251) | (1,548) |
| Valuation provision for federal taxes | 411 | 536 | 1,251 | 1,548 |
| State | $ 84 | $ 82 | $ 96 | $ 107 |
Subsequent Events (Details Narrative) |
Jul. 31, 2024
USD ($)
|
|---|---|
| Townplace Suites Fort Worth Sale Agreement [Member] | Subsequent Event [Member] | |
| Subsequent Event [Line Items] | |
| Sale price | $ 9,100,000 |
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