UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2022~~2023

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

For the transition period from ~~_________~~__________ to ~~_________~~__________

Commission file number 000-52610

LIGHTSTONE VALUE PLUS REIT I, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

20-1237795

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1985 Cedar Bridge Avenue, Suite 1
Lakewood, New Jersey		08701
(Address of Principal Executive Offices)		(Zip Code)

(732) 367-0129

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None.

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

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-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 ☐ No ☑

As of ~~November~~August 7, ~~2022,~~2023, there were approximately ~~21.9~~21.7 million outstanding shares of common stock of Lightstone Value Plus REIT I, Inc., including shares issued pursuant to the dividend reinvestment plan.

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES

INDEX

		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	1

	Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022	1

	Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	2

	Consolidated Statements of Comprehensive ~~Income~~Loss for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	3

	Consolidated Statements of Stockholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	4

	Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2327

Item 4.	Controls and Procedures	4249

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	4350

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4350

Item 3.	Defaults Upon Senior Securities	4350

Item 4.	Mine Safety Disclosures	4350

Item 5.	Other Information	4350

Item 6.	Exhibits	4451

PART I. FINANCIAL ~~INFORMATION,~~INFORMATION:

ITEM 1. FINANCIAL ~~STATEMENTS,~~STATEMENTS:

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)


	As of September 30, 2022			As of December 31, 2021			As of June 30, 2023			As of December 31, 2022
	(unaudited)						(unaudited)
Assets

Investment property:
Land and improvements	$	24,566		$	27,301		$	95,788		$	96,074
Building and improvements		51,424			88,830			173,236			168,518
Furniture and fixtures		1,873			2,479			17,086			17,184
Construction in progress		22			10			1,248			22
Gross investment property		77,885			118,620			287,358			281,798
Less accumulated depreciation		(14,485	)		(37,019	)
Less: accumulated depreciation								(19,067	)		(15,728	)
Net investment property		63,400			81,601			268,291			266,070
Development projects		287,873			234,214
Development project								95,714			93,614
Investments in related parties		6,930			15,509			738			6,898
Investment in unconsolidated affiliated entity								17,447			19,794
Cash and cash equivalents		37,872			39,405			11,559			12,211
Marketable securities		41,494			62,814			43,402			45,924
Notes receivable, net		46,729			26,854			34,918			48,059
Prepaid expenses, restricted cash and other assets		6,983			5,391
Restricted cash								4,951			10,372
Other assets								9,213			6,952
Total Assets	$	491,281		$	465,788		$	486,233		$	509,894

Liabilities and Stockholders’ Equity

Mortgages payable, net	$	240,710		$	165,706		$	258,114		$	260,579
Accounts payable, accrued expenses and other liabilities		14,615			11,764			17,185			18,716
Due to related parties		276			208
Distributions payable		3,831			3,885			3,807			3,825
Total Liabilities		259,432			181,563			279,106			283,120

Commitments and contingencies

Stockholders’ equity:

Company’s Stockholders Equity:
Company’s Stockholders’ Equity:
Preferred shares, $0.01 par value, 10.0 million shares authorized, none issued and outstanding		-			-			-			-
Common stock, $0.01 par value; 60.0 million shares authorized, 21.9 million and 22.2 million shares issued and outstanding, respectively		219			222
Common stock, $0.01 par value; 60.0 million shares authorized, 21.7 million and 21.8 million shares issued and outstanding, respectively								217			218
Additional paid-in-capital		164,727			168,363			163,045			164,331
Accumulated other comprehensive loss		(276	)		(40	)		-			(159	)
Accumulated surplus		54,028			93,134			33,631			50,051
Total Company’s stockholders’ equity		218,698			261,679			196,893			214,441
Noncontrolling interests		13,151			22,546			10,234			12,333
Total Stockholders’ Equity		231,849			284,225			207,127			226,774
Total Liabilities and Stockholders’ Equity	$	491,281		$	465,788		$	486,233		$	509,894

The accompanying notes are an integral part of these consolidated financial statements.

PART I. FINANCIAL INFORMATION, CONTINUED:

ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)


	For the Three Months Ended September 30,							For the Nine Months Ended September 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021				2022			2021			2023			2022			2023			2022
Revenues:
Rental income	$	2,370		$	2,300			$	7,117		$	7,486
Tenant recovery income		13			32				80			109
Rental revenues														$	2,537		$	2,363		$	4,950		$	4,814
Hotel revenues															12,943			-			20,487			-
Total revenues		2,383			2,332				7,197			7,595			15,480			2,363			25,437			4,814

Expenses:
Property operating expenses		922			1,368				3,315			3,240			779			1,414			1,467			2,393
Hotel operating expenses															9,058			-			16,661			-
Real estate taxes		61			71				185			291			124			62			216			124
General and administrative costs		538			616				1,710			1,787			952			598			1,964			1,172
Pre-opening costs		317			-				671			-			(32	)		331			16			354
Impairment charge		-			11,341				-			11,341
Depreciation and amortization		478			1,545				1,976			3,826			1,683			649			3,351			1,498
Total expenses		2,316			14,941				7,857			20,485			12,564			3,054			23,675			5,541

Other income/(loss), net		1,609			297				2,839			(96	)
Interest and dividend income		2,320			3,193				6,712			10,352			1,824			2,117			4,120			4,392
Interest expense, net		(677	)		(580	)			(1,427	)		(1,977	)
Interest expense															(6,916	)		(363	)		(12,161	)		(750	)
Gain on disposition of real estate		1,105			213				1,154			3,802			-			49			1,121			49
Loss on demolition		(16,593	)		-				(16,593	)		-
Unrealized (loss)/gain on marketable equity securities		(1,190	)		(3,521	)			(19,964	)		10,556
Gain on sale of marketable securities		-			4,669		��		1,160			4,653
(Loss)/gain on sale of marketable securities															-			(179	)		(359	)		1,160
Unrealized gain/(loss) on marketable equity securities															1,052			(9,766	)		501			(18,774	)
Mark to market adjustments on derivative financial instruments															38			378			(370	)		1,242
Loss from investment in unconsolidated affiliated real estate entity															(1,140	)		-			(2,360	)		-
Other income/(expense), net															30			-			28			(12	)
Net loss															(2,196	)		(8,455	)		(7,718	)		(13,420	)
Less: net income attributable to noncontrolling interests															(541	)		(228	)		(1,075	)		(600	)
Net loss attributable to Company’s common shares														$	(2,737	)	$	(8,683	)	$	(8,793	)	$	(14,020	)

Net (loss)/income		(13,359	)		(8,338	)			(26,779	)		14,400

Less: net income attributable to noncontrolling interests		(183	)		(582	)			(783	)		(3,332	)

Net (loss)/income attributable to Company’s common shares	$	(13,542	)	$	(8,920	)		$	(27,562	)	$	11,068

Net (loss)/income per Company’s common share, basic and diluted	$	(0.62	)	$	(0.40	)		$	(1.25	)	$	0.50
Basic and diluted net loss per Company’s common share:
Net loss per Company’s common share, basic and diluted														$	(0.13	)	$	(0.40	)	$	(0.40	)	$	(0.64	)

Weighted average number of common shares outstanding, basic and diluted		21,887			22,221				21,996			22,276			21,755			21,974			21,786			22,051

The accompanying notes are an integral part of these consolidated financial statements.

PART I. FINANCIAL INFORMATION, CONTINUED:

ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME~~LOSS

(Amounts in thousands)

(Unaudited)

For the
Three Months Ended
September 30, For the
Nine Months Ended
September 30,
2022 2021 2022 2021
Net (loss)/income $ (13,359 ) $ (8,338 ) $ (26,779 ) $ 14,400

Other comprehensive(loss)/income
Holding (loss)/gain on available for sale debt securities (107 ) 4,605 919 4,696
Reclassification adjustment for gain included in net (loss)/income - (4,669 ) (1,160 ) (4,653 )

Other comprehensive (loss)/income (107 ) (64 ) (241 ) 43

Comprehensive (loss)/income (13,466 ) (8,402 ) (27,020 ) 14,443

Less: Comprehensive income attributable to noncontrolling interests (181 ) (581 ) (778 ) (3,333 )

Comprehensive (loss)/income attributable to Company’s common shares $ (13,647 ) $ (8,983 ) $ (27,798 ) $ 11,110

For the
Three Months Ended
June 30, For the
Six Months Ended
June 30,
2023 2022 2023 2022
Net loss $ (2,196 ) $ (8,455 ) $ (7,718 ) $ (13,420 )

Other comprehensive income/(loss):
Holding (loss)/gain on available for sale debt securities - (267 ) (208 ) 1,026
Reclassification adjustment for loss/(gain) included in net loss - 180 359 (1,160 )
Other comprehensive (loss)/income: - (87 ) 151 (134 )

Comprehensive loss (2,196 ) (8,542 ) (7,567 ) (13,554 )

Less: Comprehensive income attributable to noncontrolling interests (541 ) (226 ) (1,067 ) (597 )
Comprehensive loss attributable to the Company’s common shares $ (2,737 ) $ (8,768 ) $ (8,634 ) $ (14,151 )

The accompanying notes are an integral part of these consolidated financial statements.

3

PART I. FINANCIAL INFORMATION, CONTINUED:
ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in thousands)
(Unaudited)

Accumulated Common
Additional
Paid-In

Accumulated
Other
Comprehensive
Accumulated Noncontrolling Total
Stockholders’
Additional Other Total Shares Amount Capital Income Surplus Interests Equity
Common Paid-In Comprehensive Accumulated Noncontrolling Stockholders’
Shares Amount Capital Income Surplus Interests Equity
BALANCE, June 30, 2021 22,309 $ 223 $ 169,810 $ 483 $ 101,813 $ 29,903 302,232
BALANCE, March 31, 2022 22,110 $ 221 $ 167,519 $ (86 ) $ 83,924 $ 28,793 $ 280,371
Net loss - - - - (8,920 ) 582 (8,338 ) - - - - (8,683 ) 228 (8,455 )
Other comprehensive loss - - - (63 ) - (1 ) (64 ) - - - (85 ) �� - (2 ) (87 )
Distributions declared (a) - - - - (3,889 ) - (3,889 ) - - - - (3,839 ) - (3,839 )
Distributions paid to noncontrolling interests - - - - - (1,340 ) (1,340 ) - - - - - (1,076 ) (1,076 )
Contributions received from noncontrolling interests - - - - - 146 146
Redemption and cancellation of common shares (111 ) (1 ) (1,245 ) - - - (1,246 ) (194 ) (2 ) (2,279 ) - - - (2,281 )
Shares issued from distribution reinvestment program 8 - 81 - - - 81 7 - 83 - - - 83
BALANCE, September 30, 2021 22,206 $ 222 $ 168,646 $ 420 $ 89,004 $ 29,290 $ 287,582
BALANCE, June 30, 2022 21,923 $ 219 $ 165,323 $ (171 ) $ 71,402 $ 27,943 $ 264,716

~~(a)~~ ~~Distributions per share were $0.525.~~
Accumulated
Additional Other Total
Common Paid-In Comprehensive Accumulated Noncontrolling Stockholders’
Shares Amount Capital Income Surplus Interests Equity
BALANCE, December 31, 2020 22,294 $ 223 $ 169,649 $ 378 $ 89,639 $ 36,294 296,183
Net income - - - - 11,068 3,332 14,400
Other comprehensive income - - - 42 - 1 43
Distributions declared (a) - - - - (11,703 ) - (11,703 )
Distributions paid to noncontrolling interests - - - - - (10,523 ) (10,523 )
Contributions received from noncontrolling interests - - - - - 186 186
Redemption and cancellation of common shares (111 ) (1 ) (1,245 ) - - - (1,246 )
Shares issued from distribution reinvestment program 23 - 242 - - - 242
BALANCE, September 30, 2021 22,206 $ 222 $ 168,646 $ 420 $ 89,004 $ 29,290 $ 287,582
~~(a)~~ ~~Distributions per share were $0.525.~~
Accumulated
Additional Other Total
Common Paid-In Comprehensive Accumulated Noncontrolling Stockholders’
Shares Amount Capital Income Surplus Interests Equity
BALANCE, June 30, 2022 21,923 $ 219 $ 165,323 $ (171 ) $ 71,402 $ 27,943 $ 264,716
Net loss - - - - (13,542 ) 183 (13,359 )
Other comprehensive loss - - - (105 ) - (2 ) (107 )
Distributions declared (a) - - - - (3,832 ) - (3,832 )
Distributions paid to noncontrolling interests - - - - - (14,973 ) (14,973 )
Redemption and cancellation of common shares (58 ) - (678 ) - - - (678 )
Shares issued from distribution reinvestment program 7 - 82 - - - 82
BALANCE, September 30, 2022 21,872 $ 219 $ 164,727 $ (276 ) $ 54,028 $ 13,151 $ 231,849
(a) Distributions per share were $0.175.

Accumulated
Additional Other Total
Common Paid-In Comprehensive Accumulated Noncontrolling Stockholders’ Common
Additional
Paid-In

Accumulated
Other
Comprehensive
Accumulated Noncontrolling Total
Stockholders’
Shares Amount Capital Income Surplus Interests Equity Shares Amount Capital Income Surplus Interests Equity
BALANCE, December 31, 2021 22,181 $ 222 $ 168,363 $ (40 ) $ 93,134 $ 22,546 $ 284,225 22,181 $ 222 $ 168,363 $ (40 ) $ 93,134 $ 22,546 $ 284,225
Net loss - - - - (27,562 ) 783 (26,779 ) - - - - (14,020 ) 600 (13,420 )
Other comprehensive loss - - - (236 ) - (5 ) (241 ) - - �� - (131 ) - (3 ) (134 )
Distributions declared (a) - - - - (11,544 ) - (11,544 ) - - - - (7,712 ) - (7,712 )
Distributions paid to noncontrolling interests - - - - - (32,068 ) (32,068 ) - - - - - (17,095 ) (17,095 )
Contributions received from noncontrolling interests - - - - - 21,895 21,895 - - - - - 21,895 21,895
Redemption and cancellation of common shares (331 ) (3 ) (3,885 ) - - - (3,888 ) (273 ) (3 ) (3,207 ) - - - (3,210 )
Shares issued from distribution reinvestment program 22 - 249 - - - 249 15 - 167 - - - 167
BALANCE, September 30, 2022 21,872 $ 219 $ 164,727 $ (276 ) $ 54,028 $ 13,151 $ 231,849
BALANCE, June 30, 2022 21,923 $ 219 $ 165,323 $ (171 ) $ 71,402 $ 27,943 $ 264,716

(a) Distributions per share were ~~$0.525.~~$0.350.
Common
Additional
Paid-In

Accumulated
Other
Comprehensive
Accumulated Noncontrolling Total
Stockholders’
Shares Amount Capital Loss Surplus Interests Equity
BALANCE, March 31, 2023 21,810 $ 218 $ 163,958 $ - $ 40,175 $ 10,658 $ 215,009
Net loss - - - - (2,737 ) 541 (2,196 )
Distributions declared^(a) - - - - (3,807 ) - (3,807 )
Distributions paid to noncontrolling interests - - - - - (965 ) (965 )
Redemption and cancellation of common shares (82 ) (1 ) (997 ) - - - (998 )
Shares issued from distribution reinvestment program 7 - 84 - - - 84
BALANCE, June 30, 2023 21,735 $ 217 $ 163,045 $ - $ 33,631 $ 10,234 $ 207,127
(a) Distributions per share were $0.175.
Common
Additional
Paid-In

Accumulated
Other
Comprehensive
Accumulated Noncontrolling Total
Stockholders’
Shares Amount Capital Loss Surplus Interests Equity
BALANCE, December 31, 2022 21,840 $ 218 $ 164,331 $ (159 ) $ 50,051 $ 12,333 $ 226,774
Net loss - - - - (8,793 ) 1,075 (7,718 )
Other comprehensive income - - - 159 - (8 ) 151
Distributions declared^(a) - - - - (7,627 ) - (7,627 )
Distributions paid to noncontrolling interests - - - - - (3,166 ) (3,166 )
Redemption and cancellation of common shares (119 ) (1 ) (1,453 ) - - - (1,454 )
Shares issued from distribution reinvestment program 14 - 167 - - - 167
BALANCE, June 30, 2023 21,735 $ 217 $ 163,045 $ - $ 33,631 $ 10,234 $ 207,127
(a) Distributions per share were $0.350.

The accompanying notes are an integral part of these consolidated financial statements.

4

PART I. FINANCIAL INFORMATION, CONTINUED:
ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)

For the
Nine Months Ended
September 30, For the
Six Months Ended
June 30,
2022 2021 2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/income $ (26,779 ) $ 14,400
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Net loss $ (7,718 ) $ (13,420 )
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Depreciation and amortization 1,976 3,826 3,351 1,498
Impairment charge - 11,341
Unrealized loss/(gain) on marketable equity securities 19,964 (10,556 )
Gain on sale of marketable securities (1,160 ) (4,653 )
Mark to market adjustment on derivative financial instruments (2,847 ) (114 )
Gain on disposition of real estate (1,154 ) (3,802 ) (1,121 ) -
Loss on demolition 16,593 -
Loss from investment in unconsolidated affiliated real estate entity 2,360 -
Mark to market adjustments on derivative financial instruments 370 (1,242 )
Unrealized (gain)/loss on marketable equity securities (501 ) 18,774
Loss/(gain) on sale of marketable securities 359 (1,160 )
Amortization of deferred financing costs 1,745 138
Noncash interest income (2,995 ) (4,203 ) (859 ) (1,764 )
Other non-cash adjustments 225 596 (5 ) (36 )
Changes in assets and liabilities:
Increase in prepaid expenses and other assets (1,537 ) (671 )
(Decrease)/increase in tenant allowances and deposits payable (38 ) 26
Increase in accounts payable, accrued expenses and other liabilities 6,717 5,711
Decrease in due to related parties 68 (131 )
Net cash provided by operating activities 9,033 11,770
Increase in other assets (2,506 ) (585 )
(Decrease)/increase in accounts payable, accrued expenses and other liabilities (1,077 ) 5,825
Increase in due to related parties 65 73
Cash (used in)/provided by operating activities (5,537 ) 8,101

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of development property and investment property (54,401 ) (42,797 ) (8,599 ) (36,398 )
Purchase of marketable securities (12,052 ) (4,188 ) (982 ) (12,052 )
Proceeds from sale of marketable securities 14,326 11,859 3,797 8,345
Proceeds from disposition of real estate - 20,052 1,382 -
Investment in joint venture - (12 ) (4 ) -
Proceeds from joint venture 79 138
Distributions from joint venture 163 51
Proceeds from redemption of preferred investment in related party 8,500 - 6,000 4,000
Funding of notes receivable (44,420 ) - (300 ) (43,970 )
Release of reserves on notes receivable 300 -
Proceeds from repayment of notes receivable 27,540 43,326 14,000 27,090
Net cash (used in)/provided by investing activities (60,428 ) 28,378
Investment in unconsolidated affiliated real estate entity (13 ) -
Cash provided by/(used in) investing activities 15,744 (52,934 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage financing 74,318 40,596 7,816 29,262
Mortgage principal payments (1,034 ) (63,745 ) (11,973 ) (691 )
Payment of loan fees and expenses (627 ) (5,692 ) (25 ) (522 )
Redemption and cancellation of common shares (3,888 ) (1,246 ) (1,454 ) (3,210 )
Contributions received from noncontrolling interests 21,895 186 - 21,895
Distributions paid to noncontrolling interests (32,068 ) (10,523 ) (3,166 ) (17,095 )
Distributions paid to Company’s common stockholders (11,349 ) (11,477 ) (7,478 ) (7,590 )
Net cash provided by/(used in) financing activities 47,247 (51,901 )
Cash (used in)/provided financing activities (16,280 ) 22,049

Net change in cash, cash equivalents and restricted cash (4,148 ) (11,753 )
Change in cash, cash equivalents and restricted cash (6,073 ) (22,784 )
Cash, cash equivalents and restricted cash, beginning of year 42,592 46,841 22,583 42,592
Cash, cash equivalents and restricted cash, end of period $ 38,444 $ 35,088 $ 16,510 $ 19,808

See Note 2 for supplemental cash flow information.

The following is a summary of the Company’s cash, cash equivalents, and restricted cash total as presented in our statements of cash flows for the periods presented:
Cash and cash equivalents $ 37,872 $ 33,378 $ 11,559 $ 17,222
Restricted cash 572 1,710 4,951 2,586
Total cash, cash equivalents and restricted cash $ 38,444 $ 35,088 $ 16,510 $ 19,808

The accompanying notes are an integral part of these consolidated financial statements.

5

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

1.
1. Business and Structure

Lightstone Value Plus REIT I, Inc., ~~which was formerly known as Lightstone Value Plus Real Estate Investment Trust, Inc. before September 16, 2021,~~ a Maryland corporation (“Lightstone REIT I”), formed on June 8, 2004,, which has elected to be taxed and qualify as a real estate investment trust (“REIT”) for U.S. federal income tax ~~purposes (“REIT”).~~purposes. Lightstone REIT I was formed primarily for the purpose of engaging in the business of investing in and owning commercial and residential real estate properties located throughout the United States.

Lightstone REIT I is structured as an umbrella partnership real estate investment trust, or UPREIT, and substantially all of ~~the Company’s~~its current and future business is and will be conducted through Lightstone Value Plus REIT, L.P. (the “Operating Partnership”), a Delaware limited partnership formed on July 12, ~~2004~~.2004. As of ~~September~~June 30, ~~2022, the Company~~2023, Lightstone REIT I held a 98%98% general partnership interest in the ~~Company’s~~its Operating Partnership’s common units (“Common Units”).

Lightstone REIT I and the Operating Partnership and its subsidiaries are collectively referred to as the “Company” and the use of “we,” “our,” “us” or similar pronouns refers to Lightstone REIT I, its Operating Partnership or the Company as required by the context in which such pronoun is used.

Through its Operating Partnership, the Company owns, operates and develops commercial ~~residential,~~ and ~~hospitality~~residential properties and makes real estate-related investments, principally in the United States. The Company’s real estate investments are held by it alone or jointly with other parties. The Company also originates or acquires mortgage loans secured by real estate. Although most of its investments are of these types, the Company may invest in whatever types of real estate or real estate-related investments that it believes is in its best interests.
Since its inception, the Company has owned and managed various commercial and residential properties located throughout the United States. The Company evaluates all of its real estate investments as one operating segment.
As of ~~September~~June 30, ~~2022,~~2023, the Company (i) has ownership interests in ~~(i)~~and consolidates two operating properties, one ~~consolidated operating~~development property ~~(ii) two consolidated development properties, (iii)~~and certain ~~consolidated~~ land holdings and ~~(iv)~~(ii) has ownership interests through two unconsolidated joint ventures in nine multifamily residential properties and seven ~~unconsolidated operating~~commercial hotel properties. Additionally, as of June 30, 2023, the Company has one other real estate-related investment consisting of a promissory loan it originated, through a joint venture with a related party, to an unaffiliated third-party borrower.
With respect to its consolidated operating ~~property, the Company has a majority ownership interest of~~ ~~59.2% in Gantry Park Landing, a multi-family residential property containing 199 apartment units located in the Queens neighborhood of New York City. With respect to its development~~ properties, the Company wholly owns ~~two projects consisting of~~a 296-room Marriott Moxy hotel (the “Lower East Side Moxy Hotel”), located in the Lower East Side ~~Moxy Hotel,~~neighborhood in the Manhattan borough of New York City, which it developed, constructed and opened on October 27, 2022 and has a 59.2% majority ownership interest in 50-01 2nd St. Associates LLC (the “2nd Street Joint Venture”), a joint venture between the Company and a related party, which developed, constructed and owns a 199-unit luxury, multifamily residential property (“Gantry Park Landing”), located in the Long Island City neighborhood in the Queens borough of New York City.
With respect to its consolidated development property, the Company wholly owns land parcels located at 355 & 399 Exterior Street ~~Project.~~ in the Mott Haven neighborhood in the Bronx borough of New York City, on which it plans, subject to economic and local market conditions and regulations, to construct a proposed mixed-use multifamily residential and commercial retail project (the “Exterior Street Project”).
The Company also wholly owns and consolidates certain adjacent land ~~holdings~~parcels (the “St. Augustine Land Holdings) located in St. Augustine, Florida.
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LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
Additionally, the Company holds a ~~2.5~~%19.0% joint venture ownership interest in Columbus Portfolio Member LLC (the “Columbus Joint Venture”), which owns nine multifamily residential properties, which its accounts for using the equity method of accounting and it holds a 2.5% joint venture ownership interest in LVP Holdco JV LLC (the “Hotel Joint Venture”) which owns seven hotel properties, ~~through a joint venture (the “Joint Venture”)~~ which the Company accounts for using a measurement alternative under which the Hotel Joint Venture is measured at cost, adjusted for observable price changes and impairments, if any. The Hotel Joint Venture issubsequently sold two of its hotels during July 2023. Both the Columbus Joint Venture and the Hotel Joint Venture are between the Company and ~~the operating partnership of Lightstone Value Plus REIT II, Inc., a REIT also sponsored by the Company’s Sponsor, which has a~~ ~~97.5% ownership interest in the Joint Venture. Furthermore, the Company has other real estate-related investments, including a preferred investment in~~ related ~~party and a nonrecourse loan made to unaffiliated third-party borrower.~~parties.

The Company’s advisor is Lightstone Value Plus REIT, LLC (the “Advisor”), which is majority owned by David Lichtenstein. On July 6, 2004, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units. The Company’s Advisor also owns 20,000 shares of the Company’s common stock (“Common Shares”) which were issued on July 6, 2004 for $200, or $10.00 per share. Mr. Lichtenstein also is the majority owner of the equity interests of The Lightstone Group, LLC. The Lightstone Group, LLC served as the sponsor (the “Sponsor”) during the Company’s initial public offering (the “Offering”), which terminated on October 10, 2008. The Company’s Advisor, together with its board of directors (the “Board of Directors”), is primarily responsible for making investment decisions on the Company’s behalf and managing its day-to-day operations. Through his ownership and control of The Lightstone Group, LLC, Mr. Lichtenstein is the indirect owner and manager of Lightstone SLP, LLC, a Delaware limited liability company, which owns an aggregate of $30.0 million of special general partner interests (“SLP Units”) in the Operating Partnership which were purchased, at a cost of $100,000 per unit, in connection with the Company’s Offering. Mr. Lichtenstein also acts as the Company’s Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT I or the Operating Partnership.

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LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
The Company does not have any employees. The Advisor receives compensation and fees for services related to the investment and management of the Company’s assets.

The Company’s Advisor has affiliates which may manage and develop certain of its properties. However, the Company also contracts with other unaffiliated third-party property managers.

The Company’s Common Shares are not currently listed on a national securities exchange. The Company may seek to list its stock for trading on a national securities exchange only if a majority of independent directors believe listing would be in the best interest of its stockholders. The Company does not intend to list its shares at this time. The Company does not anticipate that there would be any market for its shares of common stock until they are listed for trading.

Related Parties

The Sponsor, Advisor and its affiliates, and Lightstone SLP, LLC are related parties of the ~~Company.~~Company as well as other public REITs also sponsored and/or advised by these entities. Certain of these entities are entitled to compensation for services related to the investment, management and disposition of the Company’s assets. The compensation is based on the cost of acquired properties/investments and the annual revenue earned from such properties/investments, and other such fees and expense reimbursements as outlined in each of the respective agreements.

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LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
Noncontrolling Interests

Partners of Operating Partnership

On July 6, 2004, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units in the Operating Partnership. The Advisor has the right to convert the Common Units into cash or, at the option of the Company, an equal number of shares of Common Shares.

In connection with the Offering, Lightstone SLP, LLC, an affiliate of the Advisor, purchased an aggregate of $30.0 million of SLP Units. As the majority owner of the SLP Units, Mr. Lichtenstein is the beneficial owner of a 9999%% interest in such SLP Units and thus receives an indirect benefit from any distributions made in respect thereof. These SLP Units may be entitled to a portion of any regular and liquidation distributions that the Company makes to its stockholders, but only after the Company’s stockholders have received a stated preferred return.

In addition, an aggregate 497,209 Common Units were issued to other unrelated parties during the years ended December 31, 2008 and 2009 and remain outstanding as of ~~September~~June 30, ~~2022.~~2023.

Other Noncontrolling Interests in Consolidated Subsidiaries

Other noncontrolling interests in consolidated subsidiaries include the joint venture ownership interests held by either the Sponsor or its affiliates in (i) Pro-DFJV Holdings LLC (“PRO”) ~~held by~~, (ii) the ~~Company’s Sponsor, (ii) 50-01~~ 2nd ~~St. Associates LLC (the “2nd~~ Street Joint ~~Venture”), held by the Company’s Sponsor and other affiliates~~Venture and (iii) ~~various joint ventures held by affiliates of the Sponsor~~other entities that have originated promissory notes to unaffiliated third parties (see Note 5)6). PRO’s holdings principally consist of Marco OP Units and Marco II OP Units (see Note 6)7). The 2nd Street Joint Venture owns Gantry Park Landing.

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LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Lightstone REIT I and its Operating Partnership and its subsidiaries (over which ~~the Company~~Lightstone REIT I exercises financial and operating control). All inter-company balances and transactions have been eliminated in consolidation. In addition, interests in entities acquired are evaluated based on applicable accounting principles generally accepted in the United States of America (“GAAP”), and if deemed to be variable interest entities (“VIE”) in which the Company is the primary beneficiary are also consolidated. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which the Company has control, substantive participating rights or both under the respective ownership agreement. For entities in which the Company has less than a controlling interest but have significant influence, the Company accounts for the investment using the equity method of accounting.

There are judgments and estimates involved in determining if an entity in which the Company has made an investment is a VIE and, if so, whether the Company is the primary beneficiary. The entity is evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity. Determining expected future losses involves assumptions of various possibilities of the results of future operations of the entity, assigning a probability to each possibility and using a discount rate to determine the net present value of those future losses. A change in the judgments, assumptions, and estimates outlined above could result in consolidating an entity that should not be consolidated or accounting for an investment using the equity method that should in fact be consolidated, the effects of which could be material to our financial statements.

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LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
The accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the audited ~~Consolidated Financial Statements~~consolidated financial statements of the Company and related notes as contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022. The unaudited interim consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair presentation of the results for the periods presented. The accompanying unaudited consolidated financial statements of Lightstone Value Plus REIT I, Inc. and its Subsidiaries have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and real-estate related investments, marketable securities, notes receivable, depreciable lives, and revenue recognition. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.

The consolidated balance sheet as of December 31, ~~2021~~2022 included herein has been derived from the consolidated balance sheet included in the Company’s Annual Report on Form 10-K.

The unaudited consolidated statements of operations for interim periods are not necessarily indicative of results for the full year or any other period.

~~Derivative Financial Instruments~~Income Taxes

The Company ~~utilizes derivative financial instruments~~has elected to ~~reduce interest rate risk. The~~be taxed as a REIT commencing with the taxable year ended December 31, 2005. If the Company qualifies as a REIT, it generally will not be subject to U.S. federal income tax on its taxable income or capital gain that it distributes to its stockholders. To maintain its REIT qualification, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income (which does not ~~hold~~equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. If the Company fails to remain qualified for taxation as a REIT in any subsequent year and does not qualify for certain statutory relief provisions, its income for that year will be taxed at the regular corporate rate, and it may be precluded from qualifying for treatment as a REIT for the four-year period following its failure to qualify as a REIT. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. Additionally, even if the Company continues to qualify as a REIT, it may still be subject to some U.S. federal, state and local taxes on our income and property and to U.S. federal income taxes and excise taxes on its undistributed income, if any.
To qualify or ~~issue derivative financial instruments for trading purposes. The~~maintain our qualification as a REIT, the Company ~~recognizes all derivatives as either assets or liabilities~~engages in certain activities through wholly-owned taxable REIT subsidiaries (“TRS”). As such, it is subject to U.S. federal and state income and franchise taxes from these activities.
As of June 30, 2023 and December 31, 2022, the ~~consolidated balance sheets and measures those instruments at fair value. Changes in fair value of those instruments are reported in the consolidated statements of operations.~~Company had no material uncertain income tax positions.

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LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

~~Pre-Opening Costs~~Revenues

The ~~Company expenses~~following table represents the ~~costs associated with pre-opening activities associated with its~~ ~~development and construction projects~~ ~~as incurred.~~ ~~Pre-opening costs generally consist of non-recurring personnel, marketing and other costs.~~total hotel revenues from hotel operations on a disaggregated basis:

~~COVID-19 Pandemic~~
Schedule of revenues on a disaggregated
For the
Three Months ended
June 30,
2023 For the
Six Months ended
June 30,
2023
Hotel revenues
Room $ 6,705 $ 9,700
Food, beverage and other 6,238 10,787
Total hotel revenues $ 12,943 $ 20,487

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and it remains highly unpredictable and dynamic and its ultimate duration and extent continue to be dependent on various developments, such as the emergence of variants to the virus that may cause additional strains of COVID-19, and the ongoing development, administration and ultimate effectiveness of vaccines, including booster shots. Accordingly, the ongoing COVID-19 pandemic may continue to have negative effects on the U.S. and global economies for the foreseeable future.Land Parcel Sale

During the ~~COVID-19 pandemic,~~first quarter of 2023, the ~~occupancy~~Company completed the disposition of ~~the Company’s~~a parcel of land, which was part of its St. Augustine ~~Outlet Center significantly declined~~Land Holdings, to an unrelated third party for a contractual sales price of $1.5 million and ~~because~~recognized a gain on disposition of ~~limited leasing success, the Company began exploring various strategic alternatives for the property, which ultimately led to the Company ceasing operations~~real estate of ~~the center effective July 15, 2022 and demolishing the existing building and improvements~~$1.1 million during the ~~third quarter of 2022. See “St. Augustine Outlet Center” for additional information.~~six months ended June 30, 2023.

Additionally, during 2020 the Company saw deterioration in both the occupancy and rental rates for Gantry Park Landing, which is located on Long Island, New York, as the luxury rental market in the greater New York City metropolitan area was negatively impacted by the COVID-19 pandemic. However, both occupancy and rental rates consistently improved throughout 2021 and returned to pre-COVID-19 levels. Thereafter, occupancy has continued to remain stable and the property has experienced strong growth in its rental rates thus far in 2022.
To-date, the COVID-19 pandemic has not had any significant impact on the Company’s development projects. Furthermore, the Company’s other real estate-related investments (both its preferred investment in related party and its nonrecourse loan made to an unaffiliated third-party borrower) also relate to various development projects, which are at different stages in their respective development process. These investments, which are subject to similar risks, have also not yet been significantly impacted by the COVID-19 pandemic.
The extent to which the Company’s business may be affected by the ongoing COVID-19 pandemic will largely depend on both current and future developments, all of which are highly uncertain and cannot be reasonably predicted.
If the Company’s operating properties, development projects and real estate-related investments are negatively impacted for an extended period because (i) occupancy levels and rental rates decline, (ii) tenants are unable to pay their rent, (iii) borrowers are unable to pay scheduled debt service on notes receivable, (iv) development activities are delayed and/or (v) various related party entities are unable to pay monthly preferred distributions on the Company’s preferred investments in related parties, the Company’s business and financial results could be materially and adversely impacted.
~~Reclassifications~~Recently Adopted Accounting Standards
~~Certain prior period amounts have been reclassified to conform to the current year presentation.~~
~~New Accounting Pronouncements~~

In June 2016, the ~~FASB~~Financial Accounting Standards Board issued an accounting standards update, “Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments,” which ~~replaces the Company incurred loss~~changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The updated standard introduces an impairment ~~methodology currently in use with a methodology~~model that ~~reflects~~is based on expected credit losses, rather than incurred losses, to estimate credit losses for financial instruments measured at amortized cost. For trade receivables, other receivables, and ~~requires consideration~~held-to-maturity debt instruments, entities are required to use a new forward looking expected loss model that generally will result in an earlier recognition of ~~a broader range of reasonable and supportable information to inform~~allowances for losses. Financial instruments with similar risk characteristics may be grouped together when estimating expected credit ~~loss estimates.~~losses. The ~~new guidance is~~update was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The ~~adoption~~Company adopted the new standard, as of ~~this standard will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.~~
~~The Company has reviewed~~January 1, 2023, and ~~determined that other recently issued accounting pronouncements will~~it did not have a material impact on the consolidated financial statements.
Adverse Developments Affecting the Financial Services Industry and Concentration of Risk
As of June 30, 2023 and December 31, 2022, the Company had cash deposited in certain financial institutions in excess of federally insured levels. The Company regularly monitors the financial stability of these financial institutions and believes that it is not exposed to any significant credit risk in cash and cash equivalents. However, in March and April 2023, certain U.S. government banking regulators took steps to intervene in the operations of certain financial institutions due to liquidity concerns, which caused general heightened uncertainties in financial markets. While these events have not had a material direct impact on the Company’s operations, if further liquidity and financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions, the Company’s ability to access cash or enter into new financing arrangements may be threatened, which could have a material adverse effect on its business, financial ~~position,~~condition and results of ~~operations and cash flows, or do not apply to its current~~ operations.

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LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

Current Environment
~~Supplemental Cash Flow Information~~
The Company’s operating results are substantially impacted by the overall health of local, U.S. national and global economies and may be influenced by market and other challenges. Additionally, the Company’s business and financial performance may be adversely affected by current and future economic and other conditions; including, but not limited to, availability or terms of financings, financial markets volatility, political upheaval or uncertainty, natural and man-made disasters, terrorism and acts of war, unfavorable changes in laws and regulations, outbreaks of contagious diseases, cybercrime, loss of key relationships, inflation and recession.
The Company’s overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on consumer behavior. Worsening economic conditions, increases in costs due to inflation, higher interest rates, certain labor and supply chain challenges and other changes in economic conditions, may adversely affect the Company’s results of operations and financial performance.

Reclassifications
Certain prior period amounts have been reclassified to conform to the current period’s presentation.
Supplemental Cash Flow Information
Supplemental cash flow information for the periods indicated is as follows:

Schedule of summary of supplemental cash flow information
Summary of supplemental cash flow information
For the
Nine Months Ended
September 30, For the
Six Months Ended
June 30,
2022 2021 2023 2022
Cash paid for interest $ 9,691 $ 6,424 $ 11,856 $ 5,395
Distributions declared but not paid $ 3,831 $ 3,889 $ 3,807 $ 3,840
Investment property acquired but not paid $ 2,059 $ 4,483
Capital expenditures for investment property in accounts payable, accrued expenses and other liabilities $ 1,208 $ 3,450
Amortization of deferred financing costs included in development projects $ 2,094 $ 848 $ - $ 1,253
Holding loss/gain on marketable securities $ 241 $ 43 $ 151 $ 134
Value of shares issued from distribution reinvestment program $ 249 $ 242 $ 167 $ 167
Accrued loan exit fee included in deferred financing costs $ - $ 1,100
Proceeds from mortgage financing held by related party $ - $ 28,643

~~St. Augustine Outlet Center~~
~~During the COVID-19 pandemic, the occupancy of the Company’s St. Augustine Outlet Center, a retail property located in St. Augustine Florida, which consisted of~~ ~~0.3~~ million of gross leasable area, significantly declined and because of limited leasing success, the Company began exploring various strategic alternatives for the property. As a result, during the third quarter of 2021, the Company determined that it would no longer continue to pursue leasing of space to tenants and therefore, began to enter into lease termination agreements with certain tenants and also provided notice to its other tenants that it would not renew their leases at the scheduled expiration of their lease. Due to this change in leasing strategy and resulting decrease in the fair value of the St. Augustine Outlet Center, the Company recorded a non-cash loss on impairment of real estate of $~~11.3~~ ~~million during the third quarter of 2021.~~
Because of the aforementioned lease terminations and scheduled expirations, substantially all of the tenants vacated the property during the first quarter of 2022 and on June 29, 2022, the Company entered into a lease termination agreement with the property’s final tenant providing for them to receive an aggregate of $~~750~~ provided they vacated the property no later than July 15, 2022. The final tenant vacated the property in July 2022 and the Company ceased operations of the St. Augustine Outlet Center effective July 15, 2022 and shortly thereafter, commenced demolition of the property’s building and improvements in order to prepare the various land parcels for sale and/or lease. The demolition of the property’s buildings and improvements was substantially completed during the third quarter of 2022 and the Company recognized a loss on demolition of $~~16.6~~ ~~million consisting of the write-off of the carrying value of the property’s building and improvements plus related costs.~~
3. Development Project - Exterior Street Project

In ~~connection with~~February 2019, the ~~terms~~Company, through subsidiaries of the Operating Partnership, acquired two adjacent parcels of land located at 355 and 399 Exterior Street in the Mott Haven neighborhood in the Bronx borough of New York City from unaffiliated third parties for an aggregate purchase price of $59.0 million, excluding closing and other acquisition related costs. In September 2021, the Company subsequently acquired an additional adjacent parcel of land at cost from an affiliate of its Advisor for $1.0 million in order to achieve certain zoning compliance. On these three land parcels the Company plans, subject to economic and local market conditions and regulations, to construct a proposed mixed-use multifamily residential and commercial retail property (the “Exterior Street Project”). In light of certain economic and local market conditions and regulations, the company decided in the 2^nd quarter of 2023 to pause active development and ceased capitalizing interest and real estate taxes. Through June 30, 2023 and December 31, 2022, the Company has incurred and capitalized $95.7 million and $93.6 million of costs related to the development of the ~~lease termination agreements,~~Exterior Street Project. During the ~~Company agreed~~six months ended June 30, 2023, $1.5 million and during the three and six months ended June 30, 2022, $0.7 million and $1.2 million, respectively, of interest was capitalized to ~~make various payments to certain tenants provided they closed their store and vacated~~ the ~~property. The Company expenses lease termination fees in the period the lease termination agreement~~Exterior Street Project, which is ~~executed and such expenses are included in property operating expenses~~classified as development project on the consolidated ~~statements of operations. During the nine months ended September 30, 2022, the Company recognized aggregate lease termination fees of $825. During the three and nine months ended September 30, 2021, the Company recognized a lease termination fee of $425~~.balance sheets.

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LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

3.4. ~~Development Projects~~Lower East Side Moxy Hotel

~~Lower East Side Moxy Hotel~~
OnIn December 3, 2018, the Company, through a subsidiary of the Operating Partnership, acquired three adjacent parcels of land located at 147-151 Bowery, in the Lower East Side neighborhood of the borough of Manhattan in New York City, from unaffiliated third parties for aggregate consideration of $56.5 million, excluding closing and other acquisition related costs. Additionally, onin December 6, 2018, the Company, though a subsidiary of the Operating Partnership, acquired certain air rights located at 329 Broome Street in the Lower East Side neighborhood, ~~of Manhattan in New York City~~ from an unaffiliated third party for $2.4 million, excluding closing and other acquisition related costs. The land and air rights were acquired for the development and construction of a 296-room Marriott Moxy hotel (the “Lower East Side Moxy Hotel”). On June 3, 2021, the Company entered into a development agreement (the “Development Agreement”) with an affiliate of the Advisor (the “Moxy Lower East Side Developer”) pursuant to which the Lower East Side Moxy Developer is being paid a development fee equal to 3% of hard and soft costs incurred in connection with the development and construction of the Lower East Side Moxy Hotel. The ~~advisor~~Advisor and its affiliates are also reimbursed for certain development-related costs attributable to the Lower East Side Moxy Hotel. Additionally on June 3, 2021, the Company obtained construction financing for the Lower East Side Moxy Hotel. ~~As of September 30, 2022, the construction of the~~The Lower East Side Moxy Hotel ~~was substantially complete~~opened on October 27, 2022 and ~~the hotel and two~~all four of its ~~five~~ food and beverage venues ~~subsequently~~ opened ~~in October 2022. The remaining food and beverage venues are currently expected to open by~~during the ~~end~~fourth quarter of 2022.

~~In preparation for the opening of the Lower East Side Moxy Hotel, the~~The Company incurred pre-opening costs of $0.3 million and $~~0.7~~0.4 million during the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~respectively.~~ No ~~pre-opening costs were incurred in~~respectively, related to the ~~2021 periods.~~Lower East Side Moxy Hotel. Pre-opening costs generally consist of non-recurring personnel, marketing and other costs.

5. Investment in Unconsolidated Affiliated Real Estate Entity
~~Exterior Street Project~~Columbus Joint Venture

On ~~February 27, 2019,~~November 29, 2022, the Company, ~~through subsidiaries~~CRE Columbus Member (“Converge”), a majority owned subsidiary of Converge Holdings LLC, a reinsurance business owned by the ~~Operating Partnership, acquired two adjacent parcels~~Sponsor, and LEL Columbus Member LLC (the “BVI member”), a wholly owned subsidiary of ~~land~~Lightstone Enterprises Limited (“BVI”), a real estate investment company owned by the Sponsor, entered into a joint venture agreement to form Columbus Portfolio Member LLC (“the Columbus Joint Venture”) for the purpose of acquiring nine multifamily properties (the “Columbus Properties”) located ~~at 355 and 399 Exterior Street~~ in the ~~Bronx neighborhood~~area of ~~New York City from unaffiliated third parties~~Columbus, Ohio for ~~an aggregate~~a contractual purchase price of $~~59.0~~465.0 million. The Company has an ownership interest of 19% in the Columbus Joint Venture. Converge and the BVI Member, which are both related parties, have ownership interests of 19% and 62%, respectively. Additionally, the manager of the Columbus Joint Venture is LEL Bronx Manager LLC (“Manager”), an entity wholly owned by BVI.
On November 29, 2022, the Columbus Joint Venture completed the purchase of the Columbus Properties. The acquisition was funded with $74.3 million ~~excluding~~of cash and $390.7 million of aggregate proceeds from preferred investments from unrelated third-parties and loans from two financial institutions. In connection with the acquisition and financings, the total cash paid, including closing costs, was $92.3 million and ~~other acquisition related costs. In September 2021,~~ the Company ~~subsequently acquired an~~paid $17.5 million representing its 19.0% pro rata share. In connection with the acquisition, the Company also paid the Advisor a separate acquisition fee of $2.4 million, equal to 2.75% of the Company’s pro-rata share of the contractual purchase price which is reflected in the carrying value of the Company’s investment in unconsolidated affiliated real estate entity on the consolidated balance sheets. During the six months ended June 30, 2023, the Company’s made $13 of additional ~~adjacent parcel of land at cost from an affiliate of its Advisor for $1.0~~ ~~million in order~~capital contributions to ~~achieve certain zoning compliance. The land parcels were acquired for~~ the ~~development of a multi-family residential property (the “Exterior Street Project”).~~Columbus Joint Venture.

The ~~following~~Company has determined that the Columbus Joint Venture is a ~~summary~~variable interest entity but the Company is not the primary beneficiary. The Company accounts for its ownership interest in the Columbus Joint Venture in accordance with the equity method of accounting because it exerts significant influence over but does not control the Columbus Joint Venture. All capital contributions and distributions of earnings from the Columbus Joint Venture are made on a pro rata basis in proportion to each member’s equity interest percentage. Any distributions in excess of earnings from the Columbus Joint Venture are made to the members pursuant to the terms of the ~~total amounts incurred~~Columbus Joint Venture’s operating agreement. The Company commenced recording its allocated portion of profit/loss and ~~capitalized to each of the Company’s development projects~~cash distributions beginning as of November 29, 2022 with respect to its membership interest of 19.0% in the ~~dates indicated and the amounts of interest capitalized to the Company’s development projects for the periods indicated:~~Columbus Joint Venture.

Schedule of development projects
Amounts Capitalized to Construction in Progress Capitalized Interest Capitalized Interest
As of
September 30, As of
December 31, Three Months Ended
September 30, Nine Months Ended
September 30,
Development Project 2022 2021 2022 2021 2022 2021
Lower East Side Moxy Hotel $ 196,284 $ 146,747 $ 4,024 $ 1,722 $ 9,792 $ 4,068
Exterior Street Project 91,589 87,467 901 477 2,137 1,516
Total $ 287,873 $ 234,214 $ 4,925 $ 2,199 $ 11,929 $ 5,584
1112

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
In connection with the closing of the Columbus Properties, the Columbus Joint Venture simultaneously entered into two mortgage loans from financial institutions in the aggregate amount of $300.7 million and received two preferred investments from unaffiliated third parties in the aggregate amount of $90.0 million (collectively, the “Loans”) The Loans are collateralized by the Columbus Properties. The Sponsor (the “Guarantor”) has fully guaranteed the Columbus Joint Venture’s obligation to repay the outstanding balance of the Loans (the “Loan Guarantee”). Each of the joint venture members have agreed to reimburse the Guarantor for their pro rata share of any balance that may become due under the Loan Guarantee, of which the Company’s share is up to 19% of the outstanding balance. The Company has determined that the fair value of the Loan Guarantee is immaterial.
Columbus Joint Venture Financial Information
The following table represents the condensed statement of operations for the Columbus Joint Venture:
Schedule of condensed statement of operations for the Columbus joint venture
For the
Three Months Ended
June 30,
2023 For the
Six Months Ended
June 30,
2023
Revenues $ 10,496 $ 21,007

Property operating expenses 5,387 10,279
General and administrative income 129 84
Depreciation and amortization 4,773 9,519
Operating income 207 1,125

Interest expense and other, net (6,080 ) (13,286 )
Net loss $ (5,873 ) $ (12,161 )
Company’s share of net loss (19.0%) $ (1,116 ) $ (2,311 )
Additional depreciation and amortization expense⁽¹⁾ (24 ) (49 )
Company’s loss from investment $ (1,140 ) $ (2,360 )
(1) Additional depreciation and amortization expense relates to the amortization of the difference between the cost of the interest in the Columbus Joint Venture and the amount of the underlying equity in net assets of the Columbus Joint Venture.
The following table represents the condensed balance sheet for the Columbus Joint Venture:
Schedule of condensed balance sheet for the Columbus joint venture
As of As of
June 30,
2023 December 31,
2022
Investment property, net $ 453,335 $ 457,339
Cash and restricted cash 14,356 15,770
Other assets 6,141 10,096
Total assets $ 473,832 $ 483,205

Mortgages and loans payable, net $ 386,648 $ 383,266
Other liabilities 7,861 8,495
Members’ equity 79,323 91,444
Total liabilities and members’ equity $ 473,832 $ 483,205
13
LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

4.6. Investments in Related Parties

Preferred Investments

The Company previously entered into agreements with various related party entities that provided for it to make preferred contributions pursuant to certain instruments (the “Preferred Investments”) that ~~entitle~~entitled it to certain prescribed monthly preferred ~~distributions at an annual rate of 12%.~~distributions. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company redeemed the remaining $~~8.5~~6.0 million ~~(including $4.5~~ ~~million in the third quarter of 2022)~~ of its ~~East 11th Street Preferred Investment, which is now fully redeemed. As a result, as of September 30, 2022, the Company’s~~ only ~~has one~~ remaining Preferred Investment, which ~~is its~~was the 40 East End Avenue Preferred ~~Investment with an outstanding balance of $6.0~~ million. The Preferred Investments are classified as held-to-maturity securities, recorded at cost and included in investments in related parties on the consolidated balance sheets. The fair value of the Company’s remaining Preferred Investment approximates its carrying value based on market rates for similar instruments as of September 30, 2022.Investment.

The Preferred Investments are summarized as follows:

Schedule of preferred investments
Preferred Investments

Dividend
Rate
Preferred Investment Balance Investment Income⁽¹⁾
As of
September 30, As of
December 31, Three Months Ended
September 30, Nine Months Ended
September 30,
Preferred Investment Balance Investment Income⁽¹⁾
Dividend As of
June 30, As of
December 31, Three Months Ended
June 30, Six Months Ended
June 30,
Preferred Investments

Dividend
Rate
2022 2021 2022 2021 2022 2021 Rate 2023 2022 2023 2022 2023 2022
$ 6,000 $ 6,000 $ 184 $ 184 $ 546 $ 546 12% $ - $ 6,000 $ 75 $ 182 $ 254 $ 362
- 8,500 108 261 593 774 12% - - - 230 - 485
Total $ 6,000 $ 14,500 $ 292 $ 445 $ 1,139 $ 1,320 $ - $ 6,000 $ 75 $ 412 $ 254 $ 847

Note:

(1) Included in interest and dividend income on the consolidated statements of operations.

~~The~~Hotel Joint Venture

The Company has a ~~2.5~~2.5%% membership interest in the Hotel Joint Venture, which ~~holds~~held ownership interests in seven ~~hotels.~~hotel properties as of June 30, 2023 but subsequently sold two of its hotel properties during July 2023. The carrying value of its investment was $~~0.9~~0.7 million and $~~1.0~~0.9 million, as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, which is included in ~~investment~~investments in related parties on the consolidated balance sheets.

14
LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
5.7. Notes Receivable

The Company has formed certain joint ventures (collectively, the “NR Joint Ventures”) between wholly-owned subsidiaries of the Operating Partnership (collectively, the “NR Subsidiaries”) and affiliates of the Sponsor (the “NR Affiliates”) which have originated nonrecourse loans (collectively, the “Joint Venture Promissory Notes”) to unaffiliated third-party borrowers (collectively, the “Joint Venture Borrowers”).

The NR Subsidiaries and NR Affiliates may have varying ownership interests in the NR Joint Ventures, however; certain other wholly-owned subsidiaries of the Operating Partnership serve as the manager and are the sole decision-maker for each of the NR Joint Ventures.

The Company has determined that the NR Joint Ventures are VIEs and the NR Subsidiaries are the primary beneficiaries. Since the NR Subsidiaries are the primary beneficiaries, beginning on the applicable date of formation, the Company has consolidated the operating results and financial condition of the NR Joint Ventures and accounted for the respective ownership interests of the NR Affiliates as noncontrolling interests.

12
LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
The Joint Venture Promissory Notes generally provide for monthly interest at a prescribed variable rate, subject to a floor. In connection with the initial funding of the Joint Venture Promissory Notes, the NR Joint Ventures receive origination fees (ranging from ~~1.00~~1.00%% to ~~1.50~~1.50%%) based on the principal commitment under the loan and retain a portion of the loan proceeds to establish a reserve for interest and other items (the “Loan Reserves”). The Joint Venture Promissory Notes are recorded in notes receivable, net on the consolidated balance sheets.

The Joint Venture Promissory Notes generally have an initial term of one or two years and may provide for additional extension options subject to satisfaction of certain conditions, including the funding of additional Loan Reserves and payment of extension fees. The Joint Venture Promissory Notes are collateralized by either the membership interests of the Joint Venture Borrowers in the borrowing entity or the underlying real property being developed by the Joint Venture Borrower.

Origination fees are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are amortized into interest income, using a straight-line method that approximates the effective interest method, over the initial term of the Joint Venture Promissory Notes. The Loan Reserves are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are applied against the monthly interest due over the term.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, the NR Joint Ventures made aggregate distributions of $1.3 million to both the NR Subsidiaries and ~~2021,~~NR Affiliates, based on their respective membership interests. During the six months ended June 30, 2022, both the NR Subsidiaries and the NR Affiliates made aggregate contributions to the NR Joint Ventures of $21.9 million, ~~and $0.2~~ ~~million, respectively.~~principally to fund their respective shares of the Joint Venture Promissory Note that was originated. Additionally, during the ~~nine~~six months ended ~~September~~June 30, 2022, ~~and 2021,~~ the NR Joint Ventures made aggregate distributions of $15.0 million to both the NR Subsidiaries and NR Affiliates, ~~of $29.3~~ ~~million and $8.6~~ ~~million, respectively,~~ based on their respective membership interests.

~~The following tables summarize~~LSC 1543 7th LLC, the ~~Notes Receivable~~NR Joint Venture that originated the Joint Venture Promissory Note (the “LSC 1543 7th LLC Note Receivable”) with a remaining outstanding principal balance of $35.0 million as of June 30, 2023, is currently in discussions with the ~~dates indicated:~~Joint Venture Borrower with respect to the terms for an extension to the LSC 1543 7th LLC Note Receivable, which is expected to be completed on or before its initial scheduled maturity date of August 31, 2023.

Schedule of summary of notes receivable
As of September 30, 2022
Joint Venture/Lender
Company’s
Ownership
Percentage
Loan
Commitment
Amount
Origination
Fee
Origination
Date Maturity
Date Contractual
Interest
Rate Outstanding Principal Reserves Unamortized Origination
Fee Carrying Value Unfunded Commitment
LSC 1543 7th LLC 50% 49,000 1.00% March 2, 2022 August 31, 2023 SOFR plus 7.00%
(Floor of 7.15%) $ 49,000 $ (1,821 ) $ (450 ) $ 46,729 $ -
As of December 31, 2021
Joint Venture/Lender
Company’s
Ownership
Percentage
Loan
Commitment
Amount
Origination
Fee
Origination
Date Maturity
Date Contractual
Interest
Rate Outstanding Principal Reserves Unamortized Origination
Fee Carrying Value Unfunded Commitment
LSC 1543 7th LLC ⁽¹⁾ 50% 20,000 1.00% August 27, 2019 February 28, 2022 Libor plus 5.40%
(Floor of 7.90%) $ 17,500 $ - $ (33 ) $ 17,467 $ -

LSC 11640 Mayfield LLC ⁽²⁾ 50% 18,000 1.50% March 4, 2020 March 1, 2022 Libor plus 11.00%
(Floor of 13.00%) 10,040 (629 ) (24 ) 9,387 6,960

Total $ 27,540 $ (629 ) $ (57 ) $ 26,854 $ 6,960
~~(1)~~ ~~Repaid in full during March 2022.~~
~~(2)~~ ~~Repaid in full during February 2022.~~
1315

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
The following tables summarize the Note Receivable as of the dates indicated:
Summary of notes receivable
Joint Venture/Lender Company’s Ownership
Percentage Loan
Commitment
Amount Origination
Fee Origination
Date Maturity
Date Contractual
Interest
Rate Outstanding
Principal Reserves Unamortized Origination Fee Carrying
Value Unfunded
Commitment
As of June 30, 2023
LSC 1543 7th LLC 50% $ 49,000 1.00% March 2, 2022 August 31, 2023 SOFR plus 7.00%
(Floor of 7.15%) $ 35,000 $ - $ (82 ) $ 34,918 $ -

As of December 31, 2022
LSC 1543 7th LLC 50% $ 49,000 1.00% March 2, 2022 August 31, 2023 SOFR plus 7.00%
(Floor of 7.15%) $ 49,000 $ (614 ) $ (327 ) $ 48,059 $ -

The following summarizes the interest earned (included in interest and dividend income on the consolidated statements of operations) for each of the Joint Venture Promissory Notes during the periods indicated:

Schedule of interest earned for each of the joint venture promissory notes
For the
Three Months Ended
September 30, For the
Nine Months Ended
September 30,
Joint Venture/Lender 2022 2021 2022 2021
LSC 1543 7th LLC $ 1,230 454 $ 2,957 $ 1,348
LSC 162nd Capital I LLC - 123 - 373
LSC 162nd Capital II LLC - 266 - 807
LSC 1650 Lincoln LLC - 545 - 1,618
LSC 11640 Mayfield LLC - 383 455 1,125
LSC 11640 Newkirk LLC - - - 1,585

Total $ 1,230 $ 1,771 $ 3,412 $ 6,856
Summarizes the interest earned for each of the joint venture promissory notes
For the
Three Months Ended
June 30, For the
Six Months Ended
June 30,
Joint Venture/Lender 2023 2022 2023 2022
LSC 1543 7th LLC $ 1,201 1,038 $ 2,699 $ 1,727
LSC 11640 Mayfield LLC - - - 455
Total $ 1,201 $ 1,038 $ 2,699 $ 2,182
16

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

6.8. Marketable Securities, Derivative Financial Instruments, Fair Value Measurements and Notes Payable

Marketable Securities

The following is a summary of the Company’s available for sale securities:

Schedule of summary of available for sale securities and other investments
Summary of available for sale securities and other investments
As of September 30, 2022 As of
June 30, 2023
Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Adjusted Cost Gross Unrealized
Gains Gross Unrealized
Losses Fair Value
Marketable Securities:
Equity securities:
Common and Preferred Equity Securities $ 24,600 $ - $ (2,905 ) $ 21,695 $ 20,421 $ 72 $ (1,254 ) $ 19,239
Marco OP Units and Marco II OP Units 19,227 - (448 ) 18,779 19,227 4,936 - 24,163
43,827 - (3,353 ) 40,474 $ 39,648 $ 5,008 $ (1,254 ) $ 43,402
Debt securities:
Corporate Bonds 1,290 (270 ) 1,020

Total $ 45,117 $ - $ (3,623 ) $ 41,494

As of December 31, 2021 As of
December 31, 2022
Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Adjusted Cost Gross Unrealized
Gains Gross Unrealized
Losses Fair Value
Marketable Securities:
Equity securities:
Common and Preferred Equity Securities $ 24,932 $ 2,541 $ (135 ) $ 27,338 $ 22,993 $ - $ (2,103 ) $ 20,890
Marco OP Units and Marco II OP Units 19,227 14,204 - 33,431 19,227 5,355 - 24,582
44,159 16,745 (135 ) 60,769 42,220 5,355 (2,103 ) 45,472
Debt securities:
Corporate Bonds 2,073 - (28 ) 2,045 602 - (150 ) 452

Total $ 46,232 $ 16,745 $ (163 ) $ 62,814 $ 42,822 $ 5,355 $ (2,253 ) $ 45,924
14
LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

As of both ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company held an aggregate of 209,243 Marco OP Units and Marco II OP Units, of which 89,695 were owned by PRO. The Marco OP Units and the Marco II OP Units are both exchangeable for a similar number of common operating partnership units (“Simon OP Units”) of Simon Property Group, L.P., (“Simon OP”), the operating partnership of Simon Property Group, Inc. (“Simon Inc.”), a public REIT that is an owner and operator of shopping malls and outlet centers. Subject to the various conditions, the Company may elect to exchange the Marco OP Units and/or the Marco II OP Units to Simon OP Units which must be immediately delivered to Simon Inc. in exchange for cash or similar number of shares of Simon Inc.’s common stock (“Simon Stock”). Accordingly, the Marco OP Units and Marco II OP Units are valued based on the closing price of Simon Stock, which was $~~89.75~~115.48 per share and $~~159.77~~94.92 per share as of ~~September~~June 30, 2023 and 2022, ~~and~~respectively. Additionally, the closing price of Simon Stock was $117.48 per share as of December 31, ~~2021, respectively.~~2022.

Throughout 2022 and continuing into 2023, financial markets have been experiencing ~~significant~~ increases in interest rates primarily as a result of higher inflation, leading to the ~~substantially~~ lower market prices of the Company equity’s securities, especially those highly sensitive to movements in interest rates, such ~~are~~as REITs and preferred securities. Because of the change in the closing price of Simon Stock and the market price of the Company’s other equity securities, the Company incurred unrealized ~~losses~~gains of $~~1.2~~1.1 million and $~~20.0~~0.5 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, ~~compared to~~and unrealized ~~loss~~losses of $~~3.5~~9.8 million and ~~an unrealized gain of~~ $~~10.6~~18.8 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively. These unrealized ~~gains and~~ losses incurred on the Company’s marketable equity securities are included in its consolidated statements of operations.
17
LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

~~Additionally, as of September 30, 2022 and December 31, 2021, certain of the Company’s marketable debt securities had net unrealized losses of $270~~ ~~and $~~28, respectively. However, the Company does not consider these declines in market value to be other than temporary in nature. When evaluating the debt investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s amortized cost basis. During the three and nine months ended September 30, 2022 and 2021, the Company did not recognize any other-than-temporary impairment charges. As of both September 30, 2022 and December 31, 2021, the Company did not consider any of its investments to be other-than-temporarily impaired.
~~The Company may sell certain of its investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management.~~
Derivative Financial Instruments

The Company has entered into two interest rate cap contracts with unrelated financial institutions in order to reduce the effect of interest rate fluctuations or risk of certain real estate investment’s interest expense on its variable rate debt. The Company is exposed to credit risk in the event of non-performance by the counterparty to these financial instruments. Management believes the risk of loss due to non-performance to be minimal.

The Company is accounting for the interest rate cap contracts as economic hedges, marking these contracts to market, taking into account present interest rates compared to the contracted fixed rate over the life of the contract and recording the unrealized gain or loss on the interest rate cap contracts inon the consolidated statements of operations.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company recorded an unrealized gain of ~~$1.6~~$38 and unrealized losses of $0.4 million, respectively, and during the three and six months ended June 30, 2022, the Company recorded unrealized gains of $0.4 million and ~~$2.8~~$1.2 million, ~~which is included in other income/(expense), net in~~respectively, on the consolidated ~~statement~~statements of operations, representing the change in the fair value of these economic hedges during such periods.

The two interest rate cap contracts have notional amounts of $90.0 million and $40.0 million, respectively, and effectively cap the ~~London Interbank Offered Rate (“LIBOR”)~~LIBOR through June 30, 2023 and its replacement rate thereafter at 3.00% ~~and~~ ~~2.50%, respectively.~~. Both interest rate cap contracts mature on June 3, ~~2024~~.2024. The aggregate fair ~~value~~values of the interest rate cap contracts ~~was $~~of $2.9 ~~3.1~~2,880 million and $3.3 3,279 million as of ~~September~~June 30, 2023 and December 31, 2022, ~~and is~~respectively, are included in ~~prepaid expenses, restricted cash and~~ other assets on the consolidated balance sheets. ~~See Note 7 for additional information.~~
15
LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

● Level 1 – Quoted prices in active markets for identical assets or liabilities.

● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

18
LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
Marketable securities and derivative financial instruments measured at fair value on a recurring basis as of the dates indicated are as follows:

Schedule of marketable securities measured at fair value on a recurring basis
Fair Value Measurement Using Fair Value Measurement Using
As of September 30, 2022 Level 1 Level 2 Level 3 Total
As of June 30, 2023 Level 1 Level 2 Level 3 Total
Marketable Securities:
Common and Preferred Equity Securities $ 870 $ 20,825 $ - $ 21,695 $ 1,119 $ 18,120 $ - $ 19,239
Marco OP and OP II Units - 18,779 - 18,779 - 24,163 - 24,163
Corporate Bonds - 1,020 - 1,020
Total $ 870 $ 40,624 $ - $ 41,494 $ 1,119 $ 42,283 $ - $ 43,402

Derivative Financial Instruments:
Interest Rate Cap Contracts $ - $ 3,110 $ - $ 3,110 $ - $ 2,880 $ - $ 2,880

Fair Value Measurement Using
As of December 31, 2021 Level 1 Level 2 Level 3 Total
Marketable Securities:
Common and Preferred Equity Securities $ 6,825 $ 20,513 $ - $ 27,338
Marco OP and OP II Units - 33,431 - 33,431
Corporate Bonds - 2,045 - 2,045
Total $ 6,825 $ 55,989 $ - $ 62,814
16
LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
Fair Value Measurement Using
As of December 31, 2022 Level 1 Level 2 Level 3 Total
Marketable Securities:
Common and Preferred Equity Securities $ 1,138 $ 19,752 $ - $ 20,890
Marco OP and OP II Units - 24,582 - 24,582
Corporate Bonds - 452 - 452
Total $ 1,138 $ 44,786 $ - $ 45,924

Derivative Financial Instruments:
Interest Rate Cap Contracts $ - $ 3,279 $ - $ 3,279

The fair values of the Company’s common equity securities are measured using readily quoted prices for these investments which are listed for trade on active markets. The fair values of the Company’s preferred equity securities and corporate bonds are measured using readily available quoted prices for these securities; however, the markets for these securities are not active. The fair values of the Company’s interest rate cap contracts are measured using other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Additionally, as noted and disclosed above, the Company’s Marco OP and OP II units are both ultimately exchangeable for cash or similar number of shares of Simon Stock, therefore the Company uses the quoted market price of Simon Stock to measure the fair value of the Company’s Marco OP and OP II units.

The following table summarizes the estimated fair value of our investments in marketable debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities:
Schedule of contractual maturity
As of

September 30,
2022

Due in 1 year $ -
Due in 1 year through 5 years -
Due in 5 years through 10 years -
Due after 10 years 1,020
Total $ 1,020
~~The~~ Company did not have any other significant financial assets or liabilities, which would require revised valuations that are recognized at fair value.

19
LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)
Notes Payable

Margin Loan

The Company has access to a margin loan (the “Margin Loan”) from a financial institution that holds custody of certain of the Company’s marketable securities. The Margin Loan, which is due on demand, bears interest at LIBOR +plus 0.85% ~~(3.99%~~(6.07% as of ~~September~~June 30, ~~2022)~~2023) and is collateralized by the marketable securities in the Company’s account. The amounts available to the Company under the Margin Loan are at the discretion of the financial institution and not limited to the amount of collateral in its account. There were no amounts outstanding under this Margin Loan as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Line of Credit

The Company has a non-revolving credit facility (the “Line of Credit”) that provides for borrowings up to a maximum of $20.0 million, subject to a 55% loan-to-value ratio based on the fair value of the underlying collateral, which matures on November 30, ~~2022~~2024 and bears interest at LIBOR +plus 1.35% (~~4.49%~~(6.57% as of ~~September~~June 30, ~~2022)~~2023). Additionally, the Line of Credit provides for a replacement benchmark rate in connection with the phase-out of LIBOR, which is expected to be for periods after June 30, 2023. The Line of Credit is collateralized by an aggregate of 209,243 of Marco OP Units and Marco II OP II Units and is guaranteed by PRO. As of ~~September~~June 30, ~~2022,~~2023, the amount of borrowings available to be drawn under the Line of Credit was $~~10.3~~13.3 million. No amounts were outstanding under the Line of Credit as of both ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

9. Mortgages Payable, Net
Mortgages payable, net consists of the following:
Schedule of mortgages payable
Property/Investment Interest
Rate Weighted
Average
Interest Rate
for the
Six Months Ended
June 30,
2023 Maturity
Date Amount Due
at Maturity As of
June 30,
2023 As of
December 31,
2022
Gantry Park Landing 4.48% 4.48% November 2024 $ 65,317 $ 67,428 $ 68,151

Lower East Side Moxy Hotel Senior LIBOR + 7.50%
(floor of 7.75%) 10.40% June 2024 90,000 90,000 82,811

Lower East Side Moxy Hotel Junior LIBOR + 13.50%
(floor of 14.00%) 16.72% June 2024 40,000 40,000 40,000

Exterior Street Project SOFR + 2.60% 7.45% November 2023 35,000 35,000 35,000

Exterior Street Project Supplemental SOFR + 2.60% 7.45% November 2023 7,000 �� 7,000 7,000

LSC 1543 7th LLC Note Receivable SOFR + 3.50% 8.50% December 2023 21,529 21,529 32,152

Total mortgages payable 9.21% $ 258,846 260,957 265,114

Less: Deferred financing costs (2,843 ) (4,535 )

Total mortgages payable, net $ 258,114 $ 260,579
One-month LIBOR as of June 30, 2023 and December 31, 2022 was 5.22% and 4.39%, respectively. One-month SOFR as of June 30, 2023 and December 31, 2022 was 5.14% and 4.36%. The Company’s loans are secured by the indicated real estate/investment and are non-recourse to the Company, unless otherwise indicated.
1720

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

7.
~~Mortgages Payable, Net~~
~~Mortgages payable, net consists of the following:~~
Schedule of mortgages payable
Property/Investment Interest
Rate
Weighted Average
Interest Rate for the nine months ended
September 30,
2022
Maturity
Date Amount
Due at Maturity As of
September 30,
2022
As of
December 31,
2021

Gantry Park Landing 4.48% 4.48% November 2024 $ 65,317 $ 68,506 $ 69,540

Lower East Side Moxy Hotel Senior LIBOR + 7.50%
(floor of 7.75%) 8.59% June 2024 64,631 64,631 35,610

Lower East Side Moxy Hotel Junior LIBOR + 13.50%
(floor of 14.00%) 14.73% June 2024 40,000 40,000 24,603

Exterior Street Project LIBOR + 2.25% 3.30% November 2022 35,000 35,000 35,000

Exterior Street Project Supplemental LIBOR + 2.50% 3.55% November 2022 7,000 7,000 7,000

LSC 1543 7th LLC Note Receivable SOFR + 3.50% 5.66% December 2023 29,900 29,900 -

Total mortgages payable 7.19% $ 241,848 245,037 171,753

Less: Deferred financing costs (4,327 ) (6,047 )

Total mortgages payable, net $ 240,710 $ 165,706
~~LIBOR as of September 30, 2022 and December 31, 2021 was~~ ~~3.14%~~ ~~and~~ ~~0.10%, respectively. SOFR as of September 30, 2022 was~~ ~~2.52%. The Company’s loans are secured by the indicated real estate and are non-recourse to the Company, unless otherwise indicated.~~

LSC 1543 7th LLC Loan

On June 30, 2022, LSC 1543 7th LLC ~~entered into~~obtained a loan of up to $~~31.3~~33.1 million ~~loan~~ (the “LSC 1543 7th LLC Loan”) which bears interest at SOFR + 3.50% ~~(5.19%~~(8.64% as of ~~September~~June 30, ~~2022)~~2023). The LSC 1543 7th LLC Loan is initially scheduled to mature on December 30, 2023, but may be further extended through December 30, 2024 and September ~~30,~~20, 2025, through the exercise of two extension options. The LSC 1543 7th LLC Loan requires monthly interest-only payments with the outstanding principal balance due at its maturity date and is collateralized by a nonrecourse loan originated by LSC 1543 7th LLC ~~(the “LSC~~Note Receivable. During the first quarter of 2023, LSC 1543 7th LLC ~~Note Receivable”). See Note 5. On June 30, 2022,~~received a payment of $~~28.6~~14.0 million ~~of the net proceeds from~~on the LSC 1543 7th LLC ~~Loan were temporarily funded to an affiliate~~Note Receivable and used a portion of the ~~Company’s advisor and were subsequently transferred~~proceeds to ~~the Company and then distributed to the members of LSC 1543 7th LLC in July 2022, of which the Company’s 50% share was~~repay $~~14.3~~11.3 ~~million. As of September 30, 2022, the outstanding principal balance~~million of the LSC 1543 7th LLC Loan, ~~was $29.9~~ ~~million and~~which reduced the ~~remaining availability under the facility was up~~outstanding balance to $~~1.4~~21.5 million.

Moxy Construction Loans

On June 3, 2021, the Company, through a wholly owned subsidiary, closed on a recourse construction loan facility (the “Moxy Senior Loan”) providing for up to $90.0 million of funds for the development, construction and certain pre-opening costs associated with the Lower East Side Moxy Hotel. At closing, $35.6 million of proceeds were initially advanced under the Moxy Senior Loan, which were used to repay in full a then outstanding mortgage loan. The Moxy Senior Loan bears interest at LIBOR +plus 7.50%, subject to an ~~8.00%~~7.75% floor, and initially matures on June 3, 2024, with two one-year extension options, subject to the satisfaction of certain conditions. Additionally, the Moxy Senior Loan provides for a replacement benchmark rate for periods after June 30, 2023 in connection with the phase-out of LIBOR. The Moxy Senior Loan is collateralized by the Lower East Side Moxy Hotel. As of ~~September~~June 30, ~~2022,~~2023, the outstanding principal balance of the Moxy Senior Loan was ~~$64.6~~$90.0 million, the interest rate was ~~10.64% and~~12.72%. Additionally, the ~~remaining availability under~~Company was required by the ~~facility was up~~lender to deposit the $~~25.4~~4.7 million of key money received from Marriott during the fourth quarter of 2022 into an escrow account (included in restricted cash on the consolidated balance sheet as of December 31, 2022), all of which ~~is expected to be~~was subsequently used to fund ~~the~~ remaining construction ~~and pre-opening~~ costs for the ~~project.~~

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)project during the first quarter of 2023.

Simultaneously on June 3, 2021, the Company, through the same wholly owned subsidiary, also entered into a mezzanine construction loan facility (the “Moxy Junior Loan” and together with the Moxy Senior Loan, the “Moxy Construction Loans”) providing for up to $40.0 million of additional funds for the development, construction and certain pre-opening costs associated with the Lower East Side Moxy Hotel. The Moxy Junior Loan bears interest atLIBOR +plus 13.50%, subject to a 14.00% floor (18.72% as of June 30, 2023), and initially matures on June 3, 2024, with two one-year extension options, subject to the satisfaction of certain conditions. Additionally, the Moxy Junior Loan provides for a replacement benchmark rate for periods after June 30, 2023 in connection with the phase-out of LIBOR. The Moxy Junior Loan is subordinate to the Moxy Senior Loan but also collateralized by the Lower East Side Moxy Hotel. The Company has provided a principal guarantee of up to $7.0 million with respect to the Moxy Junior Loan. ~~As of September 30, 2022, the outstanding principal balance of the Moxy Junior Loan was $40.0~~ ~~million as it was fully drawn and its interest rate was 16.64%.~~

In connection with the Moxy Construction Loans, the Company ~~has~~ provided certain completion and carry cost guarantees. Additionally, the Moxy Construction Loans provide for the lenders to trap excess cash flow, if any, generated from the operations of the Lower East Side Moxy Hotel until it achieves certain prescribed financial ratios for two consecutive quarters. To-date, the Lower East Side Moxy Hotel, which opened in October 2022 and therefore, is still in its ramp-up period, has not achieved any of the prescribed financial ratios.

The Company has also entered into two interest rate cap agreements with notional amounts of $90.0 million and $40.0 million pursuant to which LIBOR through June 30, 2023 and its replacement rate thereafter is capped at 3.00% ~~and 2.50%, respectively,~~ through June 3, 2024. Furthermore, in connection with the Moxy Construction Loans, the Company paid $5.3 million of loan fees and expenses and accrued $1.1 million of loan exit fees which are due at the initial maturity date and are included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

Exterior Street Loans

On March 29, 2019, the Company ~~entered into~~obtained a $35.0 million loan (the “Exterior Street Loan”) from a financial institution which, commencing on October 10, 2020, ~~bears~~bore interest at LIBOR +plus 2.25% ~~(5.39% as of~~through ~~September 30, 2022~~) through its scheduled maturity date. The Exterior Street Loan requires monthly interest-only payments with the outstanding principal balance due in full at its maturity date. The Exterior Street Loan was initially scheduled to mature on April 9, 2021 but ~~has been further extended to~~ November 24, 2022. ~~Additionally, on~~On December 21, 2021, the loan agreement was amended to provide an additional $7.0million loan (the “Exterior Street Supplemental Loan” and collectively with the Exterior Street Loan, the “Exterior Street Loans”) which ~~bears~~bore interest at LIBOR +plus 2.50%~~(5.39% as of September 30, 2022) and requires~~ through November 24, 2022. The Exterior Street Loans require monthly interest-only payments with the outstanding ~~balance~~principal balances due in full at ~~its~~their maturity date. The Exterior Street Loans ~~and~~ are collateralized by the Exterior Street Project. On November 22, 2022, the Company and the financial institution entered into an additional amendment to the Exterior Street Loans pursuant to which the interest rate on the Exterior Street Loans was adjusted to SOFR plus 2.60% (7.74% as of June 30, 2023) and their maturity dates were extended to November 24, 2023.

The following table shows the contractually scheduled principal maturities of the Company’s mortgage debt during the next five years and thereafter as of ~~September~~June 30, ~~2022:~~2023:

Scheduled of contractually principal maturities during next five years
	2022		2023		2024		2025		2026		Thereafter		Total			2023		2024		2025		2026		2027		Thereafter		Total
Principal maturities	$	42,355	$	31,353	$	171,329	$	-	$	-	$	-	$	245,037		$	64,260	$	196,697	$	-	$	-	$	-	$	-	$	260,957

Less: Deferred financing costs														(4,327	)														(2,843	)

Total principal maturities, net													$	240,710														$	258,114

Certain of the Company’s debt agreements require the maintenance of certain ratios, including debt service coverage. As of ~~September~~June 30, ~~2022,~~2023, the Company was in compliance with all of its financial debt ~~covenants.~~covenants; except for the those for the Moxy Construction Loans, as discussed above. Additionally, certain of our mortgages payable also contain clauses providing for prepayment penalties.

Debt Maturities

The Exterior Street Loans (outstanding aggregate principal balance of $42.0 million as of ~~September~~June 30, ~~2022)~~2023) mature on November 24, ~~2022.~~2023. The Company currently intends to seek to extend or refinance the Exterior Street Loans on or before their maturity date.

The LSC 1543 7th LLC Loan (outstanding principal balance of $21.5 million as of June 30, 2023) is scheduled to initially mature on December 30, 2023, but may be further extended through December 30, 2024 and September 20, 2025, through the exercise of two extension options. The Company currently intends to repay the LSC 1543 7th LLC Loan with the proceeds from the expected repayment of the LSC 1543 7th LLC Note Receivable, which has an outstanding principal balance of $35.0 million, or to seek to further extend the LSC 1543 7th LLC Loan pursuant to its first extension option on or before its scheduled maturity date.

The Moxy Construction Loans (outstanding aggregate principal balance of $130.0 million as of June 30, 2023) mature on June 3, 2024. The Company currently intends to refinance the Moxy Construction Loans on or before their initial maturity dates of June 3, 2024; however, there can be no assurances that it will be successful in such endeavors. If the Company is unable to refinance the Moxy Construction Loans on or before their initial maturity date, it will then seek to exercise the first of their two one-year extension options.

However, if the Company is unable to extend or refinance its maturing indebtedness at favorable terms, it will look to repay the then outstanding ~~balance~~principal balances with available cash and/or proceeds from selective asset sales. The Company has no additional significant maturities of mortgage debt over the next 12 ~~months.~~months from the date of these consolidated financial statements.

1922

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

8.10.

Equity

Distribution on Common Shares

~~Share Repurchase Program~~

On May 10, 2023, the Board of Directors authorized and the Company declared a distribution of $0.175 per share for the quarterly period ending June 30, 2023. On July 15, 2023, the distribution of $3.8 million was paid in full using a combination of cash and approximately 7,000 shares of the Company’s common stock issued pursuant to the Company’s distribution reinvestment program (“DRIP”), at a discounted price of $11.58 per share, equal to 95% of the Company’s most recently published estimated net asset value per share of $12.19 as of September 30, 2022.

On August 11, 2023, the Company’s Board of Directors authorized and the Company declared a distribution of $0.0875 per share for the quarterly period ending September 30, 2023. The quarterly distribution is the pro rata equivalent of an annual distribution of $0.35 per share, or an annualized rate of 3.5% assuming a purchase price of $10.00 per share. The distribution will be paid on or about the 15th day of the month following the quarter-end to stockholders of record at the close of business on the last day of the quarter-end. The stockholders have an option to elect the receipt of shares under the Company’s DRIP.

Because the quarterly distribution declared by the Board of Directors on the Common Shares for the quarterly period ending on September 30, 2023 does not equal at least an annualized rate of 7.0% assuming a purchase price of $10.00 per share, no distributions were declared on the SLP Units. Any future distributions on the SLP Units will always be subordinated until stockholders receive a stated preferred return.

Future distributions, if any, declared will be at the discretion of the Board of Directors based on their analysis of the Company’s performance over the previous periods and expectations of performance for future periods. The Board of Directors will consider various factors in its determination, including but not limited to, the sources and availability of capital, operating and interest expenses, the Company’s ability to refinance near-term debt, as well as the IRS’s annual distribution requirement that REITs distribute no less than 90% of their taxable income. The Company cannot assure that any future distributions will be made or that it will maintain any particular level of distributions that it has previously established or may establish.

SRP

The Company’s share repurchase program (the “SRP”) may provide its stockholders with limited, interim liquidity by enabling them to sell their shares of common stock back to the Company, subject to restrictions.

On March 25, 2020, the Board of Directors amended the SRP to remove stockholder notice requirements and also approved the suspension of all ~~redemptions effective immediately.~~redemptions.

Effective March 18, 2021 and May 14, 2021, the Board of Directors partially reopened the SRP to allow, subject to various conditions as set forth below, for redemptions submitted in connection with a stockholder’s death and hardship, respectively, and set the price for all such purchases to our current estimated net asset value per share of common stock (“NAV per Share”), as determined by the Board of Directors and reported by the Company from time to time. Deaths that occurred subsequent to January 1, 2020 were eligible for consideration, subject to certain conditions. Beginning January 1, 2022, requests for redemptions in connection with a stockholder’s death must be submitted and received by the Company within one year of the stockholder’s date of death for consideration.On March 18, 2022, the Board of Directors approved an increase to the annual threshold for death redemptions from up to 0.5% to 1.0%.

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

At the above noted dates, the Board of Directors established that on an annual basis, the Company would not redeem in excess of 1.0% and 0.5% of the number of shares outstanding as of the end of the preceding year for either death or hardship redemptions, respectively. Additionally, redemption requests generally would be processed on a quarterly basis and would be subject to pro ration if either type of redemption requests exceeded the annual limitation.

~~On March 18, 2022, the Board of Directors approved an increase to the annual threshold for death redemptions from up to 0.5% to 1.0%.~~

For the ~~nine~~six months ended ~~September~~June 30, 2023, the Company repurchased 119,300 Common Shares at a weighted average price per share of $12.19. For the six months ended June 30, 2022, the Company repurchased ~~330,738~~273,135 ~~shares of common stock, pursuant to its SRP~~Common Shares at ana weighted average price per share of $11.75 ~~per share.~~.

Net Earnings Per Share

Basic net earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the applicable period. Dilutive income per share includes the potentially dilutive effect, if any, which would occur if our outstanding options to purchase our common stock were exercised. For all periods presented dilutive net income per share is equivalent to basic net income per share.

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

9.11.

Related Party Transactions

The Company has various agreements, including an advisory agreement, with the Advisor and Lightstone Value Plus REIT Management LLC (the “Property Manager”) to pay certain fees in exchange for services performed by these entities and other affiliated entities. The Company’s ability to secure financing and subsequent real estate operations are dependent upon its Advisor, Property Manager and their affiliates to perform such services as provided in these agreements. Amounts the Company owes to the Advisor and its affiliated entities are principally for asset management fees, and are classified as due to related parties on the consolidated balance sheets.

The Company, pursuant to the related party arrangements, has recorded the following amounts for the periods indicated:

Schedule of summary of amount recorded in pursuant to related party arrangement
Summary of Amount recorded in pursuant to related party arrangement
	Three Months Ended September 30,				Nine Months Ended September 30,				For the Three Months Ended				For the Six Months Ended
	2022		2021		2022		2021		June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Asset management fees (general and administrative costs)	$	124	$	206	$	449	$	661	$	551	$	171	$	1,107	$	325
Property management fees (property operating expenses)		68		99		223		267		75		74		147		155
Development fees and cost reimbursement⁽¹⁾		641		877		2,258		2,789		235		733		641		1,617

Total	$	833	$	1,182	$	2,930	$	3,717	$	861	$	978	$	1,895	$	2,097

(1)

Development fees and the reimbursement of development-related costs that the Company pays to the Advisor and its affiliates are capitalized and are included in the carrying value of the associated development project which are classified as development projects on the consolidated balance ~~sheets.~~sheets until construction is substantially completed and the associated assets are placed in service. As of ~~September 30, 2022 and~~ December 31, ~~2021,~~2022, the Company owed the Advisor and its affiliated ~~entities $0.3 million and~~ $0.7 million, ~~respectively,~~ for development fees, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

See Notes 3, 4 and 5 for other related party transactions.

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

The advisory agreement has a one-year term and is renewable for an unlimited number of successive one-year periods upon the mutual consent of the Advisor and the Company’s independent directors. Payments to the Advisor or its affiliates may include asset acquisition fees and the reimbursement of acquisition-related expenses, development fees and the reimbursement of development-related costs, financing coordination fees, asset management fees or asset management participation, and construction management fees. The Company may also reimburse the Advisor and its affiliates for actual expenses it incurs for administrative and other services provided for it. Upon the liquidation of the Company’s assets, it may pay the Advisor or its affiliates a disposition commission.

In connection with the Company’s Offering, Lightstone SLP, LLC purchased an aggregate of $30.0 million of SLP Units which are included in noncontrolling interests in the consolidated balance sheets. These SLP Units, the purchase price of which will be repaid only after stockholders receive a stated preferred return and their net investment, entitle Lightstone SLP, LLC to a portion of any regular distributions made by the Operating Partnership.

During both the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, distributions of $0.5 million and $~~1.5~~1.0 million, respectively, were declared and paid on the SLP units.

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

~~10.~~12.

Financial Instruments

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, ~~prepaid expenses,~~ restricted cash, ~~and~~ other assets, ~~notes receivable,~~ accounts payable, accrued expenses and other liabilities, due to related parties, tenant allowances and ~~distributions~~deposits payable and deferred rental income approximate their fair values because of the short maturity of these instruments. The carrying amounts of the notes receivable approximate their fair values because the interest rates are variable and reflective of market rates.

The carrying amount and estimated fair value (in millions) of the Company’s mortgage debt is summarized as follows:

Schedule of mortgage debt
	As of September 30, 2022				As of December 31, 2021				As of June 30, 2023				As of December 31, 2022
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Mortgages payable	$	245.0	$	245.2	$	171.8	$	174.4	$	261.0	$	260.5	$	265.1	$	265.1

The fair value of the mortgages payable was determined by discounting the future contractual interest and principal payments by estimated current market interest rates.

LIGHTSTONE VALUE PLUS REIT I, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

~~11.~~13.

Commitments and Contingencies

Hotel Franchise Agreement

The Lower East Side Moxy Hotel operates pursuant to a 30-year franchise agreement (the “Hotel Franchise Agreement”) with Marriott International, Inc. (“Marriott”). The Hotel Franchise Agreement provides for the Company to pay franchise fees and marketing fund charges equal to certain prescribed percentages of gross room sales, as defined. Additionally, pursuant to the terms of the Hotel Franchise Agreement, the Company received a key money (“Key Money”) payment of $4.7 million from Marriott during the fourth quarter of 2022. The Key Money, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets is being amortized as a reduction to franchise fees over the term of the Hotel Franchise Agreement. As of June 30, 2023 and December 31, 2022, the remaining unamortized balance of the Key Money was $4.6 million and $4.7 million, respectively. Pursuant to the terms of the Hotel Franchise Agreement, the Company may be obligated to return the unamortized portion of the key money back to Marriott upon the occurrence of certain events. The franchise fees and marketing fund charges are recorded as a component of hotel operating expenses in the consolidated statements of operations.

Hotel Management Agreements

With respect to the Lower East Side Moxy Hotel, the Company has entered into a hotel management agreement, food and beverage operations management agreement and an asset management agreement (collectively, the “Hotel Management Agreements”) with various third-party management companies pursuant to which they provide oversight and management over the operation of the Lower East Side Moxy Hotel and its food and beverage venues and receive payment of certain prescribed management fees, generally based on a percentage of revenues and certain incentives for exceeding targeted earnings thresholds. The management fees are recorded as a component of hotel operating expenses on the consolidated statements of operations. The Hotel Management Agreements have initial terms ranging from 5 to 20 years.

Legal Proceedings

From time to time in the ordinary course of business, the Company may become subject to legal proceedings, claims or disputes.

As of the date hereof, the Company is not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on its results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss.

~~12.~~

~~Subsequent Events~~

~~Distribution Payment~~

~~On October 15, 2022, the distribution for the three-month period ending September 30, 2022 of $3.8~~ ~~million was paid in full using a combination of cash and approximately~~ ~~7,000~~ ~~shares of the Company’s common stock issued pursuant to the Company’s DRIP, at a discounted price of $11.16~~ ~~per share, equal to 95% of the Company’s most recently published estimated net asset value per share of $11.75~~ ~~as of September 30, 2021.~~

~~Distribution Declaration~~

~~On November 9, 2022, the Company’s Board of Directors authorized and the Company declared a distribution of $0.175~~ ~~per share for the quarterly period ending December 31, 2022. The quarterly distribution is the pro rata equivalent of an annual distribution of $0.70~~ ~~per share, or an annualized rate of 7.0% assuming a purchase price of $10.00~~ per share. The distribution will be paid on or about the 15th day of the month following the quarter-end to stockholders of record at the close of business on the last day of the quarter-end. The stockholders have an option to elect the receipt of shares under the Company’s DRIP.

Additionally, on November 9, 2022, the Board of Directors declared a quarterly distribution for the quarterly period ending December 31, 2022 on the SLP Units at an annualized rate of 7.0%. Any future distributions on the SLP Units will always be subordinated until stockholders receive a stated preferred return.

2226

PART I. FINANCIAL INFORMATION, CONTINUED:

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 Lightstone Value Plus REIT I, Inc. and Subsidiaries and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to Lightstone Value Plus REIT I, Inc., ~~which was formerly known as Lightstone Value Plus Real Estate Investment Trust, Inc. before September 16, 2021,~~ a Maryland corporation, and, as required by context, Lightstone Value Plus REIT, L.P. and its wholly owned subsidiaries, which we collectively refer to as “the Operating Partnership.” Dollar amounts are presented in thousands, except per share data, revenue per available room (“RevPAR”), average daily rate (“ADR”), annualized revenue per square foot and where indicated in millions.

Forward-Looking Statements

Certain ~~information included~~statements in this Quarterly Report on Form 10-Q ~~contains, and other materials filed or to be filed by us with~~constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange ~~Commission, or~~Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include discussion and analysis of the SEC, contain or will contain, forward-looking statements. All statements, other than statements of historical facts, including, among others, statements regarding our possible or assumed future results of our business, financial condition ~~liquidity, results of operations, plans and objectives, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations~~ of Lightstone Value Plus REIT I, Inc. and ~~members~~our subsidiaries (which may be referred to herein as the “Company,” “we,” “us” or “our”), including our ability to make accretive real estate or real estate-related investments, rent space on favorable terms, to address our debt maturities and to fund our liquidity requirements, to sell our assets when we believe advantageous to achieve our investment objectives, our anticipated capital expenditures, the amount and timing of anticipated future cash distributions to our stockholders, the estimated net asset value per share of our common stock (“NAV per Share”), and other matters. Words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” and variations of these words and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are not historical facts but reflect the intent, belief or current expectations of our management ~~team, as well as~~based on their knowledge and understanding of the ~~assumptions on which such statements are based,~~business and ~~generally are identified by~~industry, the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Forward-lookingeconomy and other future conditions. These statements are not guarantees of future performance, and ~~involve risks and uncertainties that actual~~we caution stockholders not to place undue reliance on forward-looking statements. Actual results may differ materially from those ~~contemplated by such~~expressed or forecasted in the forward-looking ~~statements.~~statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors described below:

	●	market and economic challenges experienced by the U.S. and global economies or real estate industry as a whole and the local economic conditions in the markets in which our investments are located. Additionally, our business and financial performance may be adversely affected by current and future economic and other conditions; such as inflation, recession, political upheaval or uncertainty, terrorism and acts of war, natural and man-made disasters, cybercrime, and outbreaks of contagious diseases;

	●	the availability of cash flow from operating activities for distributions, if required to maintain our status as a real estate investment trust, or REIT;

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

	●	our ability to retain our executive officers and other key individuals who provide advisory and property management services to us;

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

	●	the availability of credit generally, and any failure to obtain debt financing at favorable terms or a failure to satisfy the conditions and requirements of that debt;

Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements.

●

our ability to make accretive investments;

	●	our ability to diversify our portfolio of assets;

	●	changes in market factors that could impact our rental rates and operating costs;

	●	our ability to secure leases at favorable rental rates;

	●	our ability to sell our assets at a price and on a timeline consistent with our investment objectives;

	●	impairment charges;

	●	unfavorable changes in laws or regulations impacting our business, our assets or our key relationships; and

	●	factors that could affect our ability to qualify as a real estate investment trust.

Risks and other factors that might cause differences, some of which could be material, include, but are not limited to, economic and market conditions, competition, tenant or joint venture partner(s) bankruptcies, changes in governmental, tax, real estate and zoning laws and regulations, failure to increase tenant occupancy and operating income, financing and development risks, construction and lease-up delays, cost overruns, the level and volatility of interest rates, the rate of revenue increases versus expense increases, the financial stability of tenants and industries, the failure of the Company (defined herein) to make additional investments in real estate properties, restrictions in current financing arrangements, the failure of the Company to continue to qualify as a real estate investment trust (“REIT”), the failure to refinance debt at favorable terms and conditions, an increase in impairment charges, loss of key personnel, failure to achieve earnings/funds from operations targets or estimates, conflicts of interest with the Advisor and its affiliates, failure of joint venture relationships, significant costs related to environmental issues and uncertainties regarding the impact of the current COVID-19 pandemic, and restrictions intended to prevent its spread on our business and the economy generally, as well as other risks listed from time to timeForward-looking statements in this Quarterly Report on Form 10-Q reflect our ~~Form 10-K and in the Company’s other reports filed with the SEC.~~

We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are qualified in their entirety by these cautionary statements. Further, forward-looking statements speakmanagement’s view only as of the date ~~they are made,~~of this Report, and wemay ultimately prove to be incorrect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, ~~over time unless~~except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

~~Overview~~Cautionary Note

The representations, warranties, and covenants made by us in any agreement filed as an exhibit to this Quarterly Report on Form 10-Q are made solely for the benefit of the parties to the agreement, including, in some cases, for the purpose of allocating risk among the parties to the agreement, and should not be deemed to be representations, warranties, or covenants to or with any other parties. Moreover, these representations, warranties, or covenants should not be relied upon as accurately describing or reflecting the current state of our affairs.

Business and Structure

Lightstone Value Plus REIT I, Inc. (the “Lightstone REIT I”), (together with ~~the Operating Partnership (as defined below)~~its operating partnership, Lightstone Value Plus REIT, L.P. (the “Operating Partnership”), the “Company”, also referred to as “we”, “our” or “us” herein) has and expects to continue to acquire and operate or develop in the future, commercial ~~residential~~ and, ~~hospitality~~residential properties and/or make real estate-related investments, principally in the United States. Our acquisitions and investments are, principally conducted through the Operating Partnership, and may include both portfolios and individual properties. We evaluate all of our real estate investments as one operating segment. As of June 30, 2023, we held a 98% general partnership interest in our Operating Partnership’s common units.

As of June 30, 2023, we (i) have ownership interests in and consolidate two operating properties, one development property and certain land holdings and (ii) have ownership interests through two unconsolidated joint ventures in nine multifamily residential properties and seven commercial hotel properties. Additionally, as of June 30, 2023, we have one other real estate-related investment consisting of a promissory loan we originated through a joint venture with a related party, to an unaffiliated third-party borrower. We evaluate all of our real estate investments as one operating segment.

With respect to our consolidated operating properties, we wholly own a 296-room Marriott Moxy hotel (the “Lower East Side Moxy Hotel”), located in the Lower East Side neighborhood in the Manhattan borough of New York City, which we developed, constructed and opened on October 27, 2022 and have a 59.2% majority ownership interest in 50-01 2nd St. Associates LLC (the “2nd Street Joint Venture”), a joint venture between us and a related party, which developed, constructed and owns a 199-unit luxury, multifamily residential property (“Gantry Park Landing”), located in the Long Island City neighborhood in the Queens borough of New York City.

2328

As of September 30, 2022, we have ownership interests in (i) one consolidated operating property, (ii) two consolidated development properties, (iii) certain consolidated land holdings, and (iv) seven unconsolidated operating properties. With respect to our consolidated operating property, we have a majority ownership interest of 59.2% in Gantry Park Landing, a multi-family residential property containing 199 apartment units located in the Queens neighborhood of New York City. With respect to our consolidated development ~~properties,~~property, we wholly own ~~two projects consisting of the Lower East Side Moxy Hotel, which opened on October 27, 2022, and the~~land parcels located at 355 & 399 Exterior Street ~~Project.~~ in the Mott Haven neighborhood in the Bronx borough of New York City, on which we plan, subject to economic and local market conditions and regulations, to construct a proposed mixed-use multifamily residential and commercial retail project (the “Exterior Street Project”).

We also wholly own and consolidate certain adjacent land parcels (the “St. Augustine Land Holdings) located in St. Augustine, Florida.

Additionally, we hold a ~~2.5%~~19.0% joint venture ownership interest in Columbus Portfolio Member LLC (the “Columbus Joint Venture”), which owns nine multifamily residential properties, which we account for using the equity method of accounting and we hold a 2.5% joint venture ownership interest in LVP Holdco JV LLC (the “Hotel Joint Venture”) which owns seven hotel properties, ~~through a joint venture (the “Joint Venture”)~~ which we account for using a measurement alternative under which the Hotel Joint Venture is measured at cost, adjusted for observable price changes and impairments, if any. The Hotel Joint Venture issubsequently sold two of its hotel properties during July 2023. Both the Columbus Joint Venture and the Hotel Joint Venture are between us and the operating partnership of Lightstone Value Plus REIT II, Inc., a real estate investment trust also sponsored by our Sponsor, which has a 97.5% ownership interest in the Joint Venture. Furthermore, we have other real estate-related investments, including preferred contributions that were made pursuant to agreement with a related party entity (the “Preferred Investment”) and a nonrecourse promissory note made to unaffiliated third-party. Our real estate investments have been and are expected to continue to be held by the Company alone or jointly with other parties.

We do not have employees. We entered into an advisory agreement pursuant to which ~~the Advisor~~Lightstone Value Plus REIT, LLC (the “Advisor”) supervises and manages our day-to-day operations and selects our real estate and real estate related investments, subject to oversight by our board of directors (the “Board of Directors”). We pay the Advisor fees for services related to the investment and management of our assets, and we will reimburse the Advisor for certain expenses incurred on our behalf.

To maintain our qualification as a REIT, we engage in certain activities through taxable REIT subsidiaries (“TRSs”). As such, we ~~may still be~~are subject to U.S. federal and state income and franchise taxes from these activities.

~~Acquisitions~~Investment Strategy and ~~Investment Strategy~~Policies

We have and expect to date, acquired and/or developed residential, commercial and hospitality properties principally, all of which are located in the United States and also made other real estate-related investments. Our acquisitions have included both portfolios and individual properties. Our operating properties consisted of one retail property (the St. Augustine Outlet Center) and one multi-family residential property (Gantry Park Landing) as of September 30, 2022. We also own various parcels of land and air rights we are using for the development and construction ofcontinue to generally make our real estate ~~properties. Additionally, we have made preferred~~ investments in ~~related parties and originated nonrecourse loans~~fee title or a long-term leasehold estate through the Operating Partnership or indirectly through special purpose limited liability companies or through investments in joint ventures, ~~to unaffiliated third-party borrowers.~~partnerships, co-tenancies, or other co-ownership arrangements with the developers of the properties or other persons.

~~Investments in real estate are generally made through the purchase of all or part of a fee simple ownership, or all or part of a leasehold interest.~~ We ~~may also purchase limited partnership interests, limited liability company interests~~have not and other equity securities. We may also enter into joint ventures with related parties for the acquisition, development or improvement of properties as well as general partnerships, co-tenancies and other participations with real estate developers, owners and others for the purpose of developing, owning and operating real properties. We willdo not ~~enter into a joint venture~~intend to make ~~an investment that we would~~significant investments in single family residential properties; leisure home sites; farms; ranches; timberlands; unimproved properties not intended to be ~~permitted to make on our own.~~ developed; or mining properties.

Not more than 10% of our total assets ~~will~~may be invested in unimproved real property. For purposes of this paragraph, “unimproved real properties” does not include properties acquired for the purpose of producing rental or other operating income, properties under construction and properties for which development or construction is planned within one year. Additionally, we do not invest in contracts for the sale of real estate unless in recordable form and appropriately recorded.

Although we are not limited as to the geographic area where we may conduct our operations, we have invested and may continue to invest in properties located near the existing operations of our Sponsor, in order to achieve economies of scale where possible.

Adverse Developments Affecting the Financial Services Industry and Concentration of Credit Risk

As of June 30, 2023 and December 31, 2022, we had cash deposited in certain financial institutions in excess of federally insured levels. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents or restricted cash. However, in March and April of 2023, certain U.S. government banking regulators took steps to intervene in the operations of certain financial institutions due to liquidity concerns, which caused general heightened uncertainties in financial markets. While these events have not had a material direct impact on our operations, if further liquidity and financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions, our ability to access cash or enter into new financing arrangements may be threatened, which could have a material adverse effect on our business, financial condition and results of operations.

Current Environment

Our operating results are substantially impacted by the overall health of local, U.S. national and global economies and may be influenced by market and other challenges. Additionally, our business and financial performance may be adversely affected by current and future economic and other conditions; including, but not limited to, availability or terms of financings, financial markets volatility, political upheaval or uncertainty, natural and man-made disasters, terrorism and acts of war, unfavorable changes in laws and regulations, outbreaks of contagious diseases, cybercrime, loss of key relationships, ~~competition,~~ inflation ~~recession, supply disruptions~~ and ~~labor shortages.~~

~~COVID-19 Pandemic~~recession.

~~On March 20, 2020, the World Health Organization declared COVID-19 a global pandemic~~Our overall performance depends in part on worldwide economic and ~~it remains highly unpredictable~~geopolitical conditions and ~~dynamic~~their impacts on consumer behavior. Worsening economic conditions, increases in costs due to inflation, higher interest rates, certain labor and ~~its ultimate duration~~supply chain challenges and ~~extent continue to be dependent on various developments, such as the emergence~~other changes in economic conditions, may adversely affect our results of variants to the virus that may cause additional strains of COVID-19, and the ongoing development, administration and ultimate effectiveness of vaccines, including booster shots. Accordingly, the ongoing COVID-19 pandemic may continue to have negative effects on the U.S. and global economies for the foreseeable future.

During the COVID-19 pandemic, the occupancy of our St. Augustine Outlet Center, which is located in St. Augustine, Florida, significantly declined and because of limited leasing success, we began exploring various strategic alternatives for the St. Augustine Outlet Center, which ultimately led to us ceasing operations ~~of the center effective July 15, 2022 and demolishing the existing building and improvements during the third quarter of 2022. See “St. Augustine Outlet Center” for additional information.~~

Additionally, during 2020 we saw deterioration in both the occupancy and rental rates for Gantry Park Landing, which is located on Long Island, New York, as the luxury rental market in the greater New York City metropolitan area was negatively impacted by the COVID-19 pandemic. However, both occupancy and rental rates consistently improved throughout 2021 and returned to pre-COVID-19 levels. Thereafter, occupancy has continued to remain stable and the property has experienced strong growth in its rental rates thus far in 2022.

To-date, the COVID-19 pandemic has not had any significant impact on our development projects Furthermore, our other real estate-related investments (both our preferred investment in related party and nonrecourse loan made to an unaffiliated third-party borrower) also relate to various development projects which are at different stages in their respective development process. These investments, which are subject to similar risks, have also not yet been significantly impacted by the COVID-19 pandemic.

The extent to which our business may be affected by the ongoing COVID-19 pandemic will largely depend on both current and future developments, all of which are highly uncertain and cannot be reasonably predicted.

If our operating properties, development projects and real estate-related investments are negatively impacted for an extended period because (i) occupancy levels and rental rates further decline, (ii) tenants are unable to pay their rent, (iii) borrowers are unable to pay scheduled debt service on notes receivable, (iv) development activities are delayed and/or (v) various related party entities are unable to pay monthly preferred distributions on our preferred investments in related parties, our business and financial ~~results could be materially and adversely impacted.~~

We are not currently aware of any other material trends or uncertainties, favorable or unfavorable, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from our operations, other than those referred to above or throughout this Form 10-Q. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period.performance.

Wholly Owned and Consolidated Real Estate Properties:

Consolidated Properties

Lower East Side Moxy Hotel

We wholly own a 296-room Marriott Moxy hotel (the “Lower East Side Moxy Hotel”), located in the Lower East Side neighborhood in the Manhattan borough of New York City, which we developed, constructed and opened on October 27, 2022. The following table contains certain information for the Lower East Side Moxy Hotel for the dates indicated.

Year to Date

Percentage
Occupied
for the
Six Months Ended
RevPAR
for the
Six Months Ended ADR
for the
Six Months Ended
Location Year Built Available
Rooms June 30,
2023 June 30,
2023 June 30,
2023
Lower East Side Moxy Hotel Bowery, New York 2022 54,843 71 % $ 176.86 $ 249.39
Gantry Park Landing
We have a 59.2% majority ownership interest in a joint venture, between us and a related party, which developed, constructed and owns a 199-unit, luxury multifamily property (“Gantry Park Landing”), located in the Long Island City neighborhood in the Queens borough of New York City. The following table contains certain information for Gantry Park Landing for the dates indicated.
Location Year Built Leasable Units Percentage
Occupied
as of
June 30,
2023 Annualized
Revenues
based on rents at
June 30,
2023 Annualized
Revenues
per unit at
June 30,
2023
Gantry Park Landing Queens, New York 2013 199 98 % $ 9.4 million $ 47,957
Annualized revenue is defined as the minimum monthly payments due as of June 30, 2023 annualized.
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Exterior Street Project
In February 2019, we acquired two adjacent parcels of land located at 355 and 399 Exterior Street, located in the Mott Haven neighborhood in the Bronx borough of New York City, and subsequently acquired an additional adjacent wedge parcel in September 2021. On these three land parcels we plan, subject to economic and local market conditions and regulations, to construct a proposed mixed-use multifamily residential and commercial retail project (“Exterior Street Project”). Through June 30, 2023, we have incurred and capitalized $95.7 million of costs related to the development of the Exterior Street Project.
St. Augustine Land Holdings
Effective July 15, 2022, we ceased operations of our wholly owned St. Augustine Outlet Center, a retail property located in St. Augustine, Florida, and shortly thereafter, commenced demolition of the property’s building and improvements in order to prepare the various land parcels for potential sale and/or lease. The demolition of the property’s buildings and improvements was substantially completed during the third quarter of 2022. As a result, we own various adjacent land parcels (the “St. Augustine Land Holdings”) which are included in land and improvements on the consolidated balance sheets. During the first quarter of 2023, we completed the disposition of a parcel of land, which was part of the St. Augustine Land Holdings, to an unrelated third party for a contractual sales price of $1.5 million and recognized a gain on disposition of real estate of $1.1 million during the six months ended June 30, 2023. The aggregate carrying value of the St. Augustine Land Holdings was $4.6 million and $4.9 million as of June 30, 2023 and December 31, 2022, respectively.
Unconsolidated Properties
Columbus Joint Venture
We hold a 19.0% joint venture ownership interest in the Columbus Joint Venture, which owns nine multifamily residential properties, which we account for using the equity method of accounting. The Columbus Joint Venture is between us and related parties. The following table contains certain information for these properties for the dates indicated.
Percentage
Occupied
as of Annualized
Revenues
based on rents at Annualized
Revenue
per unit at
Location Year Built Leasable
Units June 30,
2023 June 30,
2023 June 30,
2023
9 multifamily residential properties within the Columbus Joint Venture Columbus, Ohio 2004 2,564 90 % $ 41.1 Million $ 17,883
Hotel Joint Venture
We hold a 2.5% joint venture ownership interest in the Hotel Joint Venture, a joint venture between us and a related party, which owns seven hotel properties, which we account for using a measurement alternative under which the Hotel Joint Venture is measured at cost, adjusted for observable price changes and impairments, if any. The Hotel Joint Venture subsequently sold two of its hotel properties during July 2023.
The following information generally applies to our investments in our real estate properties:
● we believe our real estate properties are adequately covered by insurance and suitable for their intended purpose;
● our real estate properties are located in markets where we are subject to competition in attracting and retaining tenants; and
● depreciation is provided on a straight-line basis over the estimated useful life of the applicable improvements.
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Results of Operations
Significant Transactions and Events during 2023 and 2022
Columbus Joint Venture - Acquisition of Columbus Properties
On November 29, 2022, we along with CRE Columbus Member (“Converge”), a majority owned subsidiary of Converge Holdings LLC, a reinsurance business owned by the Sponsor, and LEL Columbus Member LLC (the “BVI Member”), a wholly owned subsidiary of Lightstone Enterprises Limited (“BVI”), a real estate investment company owned by the Sponsor, entered into a joint venture agreement to form the Columbus Joint Venture for the purpose of acquiring nine multifamily properties (the “Columbus Properties”) located in the area of Columbus, Ohio for a contractual purchase price of $465.0 million. We have an ownership interest of 19% in the Columbus Joint Venture. Converge and the BVI Member, which are both related parties, have ownership interests of 19% and 62%, respectively. Additionally, the Manager of the Columbus Joint Venture is LEL Bronx Manager LLC, an entity wholly owned by BVI.
On November 29, 2022, the Columbus Joint Venture completed the purchase of the Columbus Properties. The acquisition was funded with $74.3 million of cash and $390.7 million of aggregate proceeds from preferred investments from unrelated third-parties and loans from two financial institutions. In connection with the acquisition and financings, the total cash paid, including closing, financing and other transaction costs and pro-rations, was $92.3 million and we paid $17.5 million representing our 19.0% pro rata share. In connection with the acquisition, we also paid the Advisor a separate acquisition fee of $2.4 million, equal to 2.75% of our pro-rata share of the contractual purchase price which is reflected in the carrying value of our investment in unconsolidated affiliated real estate entity on the consolidated balance sheets. Commencing on the date of acquisition, we have accounted for our ownership interest in the Columbus Joint Venture in accordance with the equity method of accounting.
Opening of Lower East Side Moxy Hotel
On October 27, 2022, we substantially completed the development of our wholly owned Lower East Side Moxy Hotel located in the Lower East Side neighborhood in the Manhattan borough of New York City and it opened for business. Additionally, all four of the food and beverage venues within the Lower East Side Moxy Hotel opened during the fourth quarter of 2022.
Closure and Demolition of the St. Augustine Outlet Center

We wholly owned the St. Augustine Outlet Center, a retail center located in St. Augustine, Florida, which was originally built in 1998 and subsequently acquired by us in 2006 and renovated and further expanded in ~~2008.~~
2008 to 0.3 million of gross leasable area. During the COVID-19 pandemic, the occupancy of our St. Augustine Outlet Center ~~a retail property which consisted of 0.3 million of gross leasable area,~~ significantly declined and because of limited leasing success, we began exploring various strategic alternatives for the property. As a result, during the third quarter of 2021, we determined that we would no longer continue to pursue leasing of space to tenants and therefore, began to enter into lease termination agreements with certain tenants and also provided notice to our other tenants that we would not renew their leases at the scheduled expiration of their lease. Due to this change in leasing strategy and resulting decrease in the fair value of the St. Augustine Outlet Center, we recorded a non-cash loss on impairment of real estate of $11.3 million during the third quarter of 2021.

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Because of the aforementioned lease terminations and scheduled expirations, substantially all of the tenants vacated the property during the first quarter of 2022 and on June 29, 2022, we entered into a lease termination agreement with the property’s final tenant providing for them to receive an aggregate of ~~$750~~$0.8 million provided they vacated the property no later than July 15, 2022. The final tenant vacated the property in July 2022 and we ceased operations of the St. Augustine Outlet Center effective July 15, 2022 and shortly thereafter, commenced demolition of the property’s building and improvements in order to prepare the various land parcels for potential sale and/or lease. The demolition of the property’s buildings and improvements was substantially completed during the third quarter of 2022 and we recognized a loss on demolition of $16.6 million consisting of the write-off of the carrying value of the property’s building and improvements plus related costs.

In connection with the terms of certain of the lease termination agreements, we agreed to make various payments to certain tenants provided they closed their store and vacated the property. We expense lease termination fees in the period the lease termination agreement is executed and such expenses are included in property operating expenses on the consolidated statements of operations. During the nine months ended September 30, 2022, we recognized aggregate lease termination fees of $825. During the three and nine months ended September 30, 2021, we recognized a lease termination fee of $425.

~~Gantry Park Landing~~
We have a 59.2% membership interest in a consolidated joint venture which developed, constructed and owns Gantry Park Landing, a multi-family apartment building located in the Queens neighborhood of New York City. The following table contains certain information for Gantry Park Landing as of September 30, 2022.
Location Year Built Leaseable Units
Percentage
Occupied as of
September 30,
2022

Annualized
Revenues
based on rents at
September 30,
2022
Annualized
Revenues
per unit at
September 30,
2022
Gantry Park Landing (Multi-Family Apartment Building) Queens, New York 2013 199 98.0 % $ 9.6 million $ 49,465
~~Annualized revenue is defined as the minimum monthly payments due as of September 30, 2022 annualized.~~
~~Development Properties~~
~~Lower East Side Moxy Hotel~~
On December 3, 2018, we acquired three adjacent parcels of land located at 147-151 Bowery in the Lower East Side neighborhood of Manhattan in New York City and on December 6, 2018, we acquired certain air rights located at 329 Broome Street in the Lower East Side neighborhood of Manhattan in New York The land and air rights were acquired for the development and construction of a 296-room Marriott Moxy hotel (the “Lower East Side Moxy Hotel”), that opened on October 27, 2022.
~~Exterior Street Project~~
On February 27, 2019, we, initially acquired two adjacent parcels of land located at 355 and 399 Exterior Street in the Bronx neighborhood of New York City and subsequently acquired an additional adjacent parcel in September 2021. The land parcels were acquired for the development of a multi-family residential property (the “Exterior Street Project”).
~~The following is a summary of the total amounts incurred and capitalized to our development projects as of September 30, 2022:~~
Development Project
Lower East Side Moxy Hotel $ 196,284
Exterior Street Project 91,589
Total $ 287,873
2632

Results of Operations

For the Three Months Ended ~~September~~June 30, ~~2022~~2023 vs. ~~September~~June 30, ~~2021~~2022

Consolidated

~~Revenues~~Rental revenues

Our rental revenues are comprised of rental income and tenant recovery income. Total rental revenues increased slightly by $0.1 million to ~~$2.4~~$2.5 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$2.3~~$2.4 million for the same period in ~~2021. This increase reflects higher~~2022.
Hotel revenues ~~of $0.6 million for Gantry Park Landing resulting from higher occupancy and rental rates substantially offset by lower~~
Hotel revenues ~~of $0.5~~were $12.9 million for the ~~St. Augustine Outlet Center,~~three months ended June 30, 2023 for the Lower East Side Moxy Hotel, which ~~ceased operations effective July 15,~~opened on October 27, 2022. Hotel revenues consisted of $6.7 million of room revenue and $6.2 million of food, beverage and other revenue.

Property operating expenses

Property operating expenses decreased by ~~$0.5~~$0.6 million to ~~$0.9~~$0.8 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to $1.4 million for the same period in ~~2021.~~2022. The decrease ~~is primarily attributable to~~reflects lower property operating costs ~~for~~of $0.3 million resulting from the closure of the St. Augustine Outlet Center, which ceased operations effective July 15, 2022. ~~Additionally, during~~
Hotel operating expenses
Hotel operating expenses were $9.1 million for the three months ended ~~September~~June 30, ~~2021, we recognized a lease termination fee~~2023 for the Lower East Side Moxy Hotel, which opened on October 27, 2022. Hotel operating expenses consisted of ~~$0.4~~$3.9 million ~~related to the St. Augustine Outlet Center, which is included in property operating expenses.~~of room expense and $5.2 million of food and beverage costs.

Real estate taxes

Real estate taxes were $0.1 million for both of the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

General and administrative costs

General and administrative costs ~~decreased slightly~~increased by ~~$0.1~~$0.4 million to ~~$0.5~~$1.0 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to $0.6 million for the same period in ~~2021.~~
~~Pre-opening costs~~
~~In preparation for the opening of the Lower East Side Moxy Hotel, which opened on October 26, 2022, we incurred pre-opening costs of $0.3 million during the three months ended September 30,~~ 2022. ~~No pre-opening costs were incurred during the 2021 period.~~The increase is primarily attributable to an increase in asset management fees resulting from our acquisition and investment activities.

Depreciation and amortization

Depreciation and amortization ~~decreased~~increased by ~~$1.0~~$1.1 million to ~~$0.5~~$1.7 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$1.5~~$0.6 million for the same period in ~~2021.~~2022. The ~~decrease~~increase is ~~primarily~~ attributable to higher depreciation of $1.3 million for the Lower East Side Moxy Hotel, which opened on October 27, 2022, partially offset by lower depreciation and amortization of $0.3 million for the St. Augustine Outlet Center, which ceased operations effective July 15, 2022.

Interest and dividend income

Interest and dividend income decreased by ~~$0.9~~$0.3 million to ~~$2.3~~$1.8 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$3.2~~$2.1 million for the same period in ~~2021.~~2022. The decrease primarily reflects lower interest income earned on our preferred investments of $0.3 million and lower interest and dividend income earned on our ~~notes receivable of $0.5 million,~~available cash and investments in marketable securities of $0.2 million ~~and preferred investments~~partially offset by higher interest income earned on our notes receivable of ~~$0.2~~$0.1 million.

33
Interest expense ~~net~~

Interest expense, ~~net,~~ including amortization of deferred financing costs, increased ~~slightly~~ by ~~$0.1~~$6.5 million to ~~$0.7~~$6.9 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$0.6~~$0.4 million for the same period in ~~2021.~~2022. Interest expense is primarily attributable to financings associated with our investments and reflects both changes in market interest rates on our variable rate indebtedness and the weighted average principal outstanding during the periods. Additionally, the significant increase in interest expense is directly attributable to the cessation of the capitalization of all interest expense associated with the Moxy Construction Loans in connection with the substantial completion of the development and construction of the Lower East Side Moxy Hotel on October 27, 2022. During the during the three months ended ~~September~~June 30, 2022, ~~and 2021, $4.9~~$3.8 million ~~and $2.2 million, respectively,~~ of interest attributable to the Moxy Construction Loans was capitalized to ~~our development projects.~~
27
~~Gain on disposition of real estate~~
~~During the third quarter of 2022, we recognized a gain on disposition of real estate of $1.1 million related to Oakview, a shopping center located~~construction in ~~Omaha, Nebraska, which we previously disposed of in September 2017.~~
~~During the third quarter of 2021, we recognized a gain~~progress on the ~~disposition of real estate of $0.2 million related to~~consolidated balance sheet because the ~~sale of the Santa Clara Data Center on July 7, 2021.~~
~~Loss on demolition~~
We ceased operations of the St. Augustine Outlet Center effective July 15, 2022 and shortly thereafter, commenced demolition of the property’s building and improvements. During the third quarter of 2022, the demolitionLower East Side Moxy Hotel was ~~substantially completed and we recognized a loss on demolition of $16.6 million consisting of the write-off of the carrying value of the property’s building and improvements plus related costs.~~under construction.

Unrealized gain/(loss)~~/gain~~ on marketable equity securities

During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we recorded an unrealized ~~losses~~gain on marketable equity securities of ~~$1.2~~$1.1 million and ~~$3.5~~an unrealized loss of $9.8 million, respectively. ~~Unrealized~~These unrealized gains and losses ~~represent~~represented the change in the fair value of our marketable equity securities during ~~the indicated~~those periods.

~~Gain~~(Loss)/gain on sale of marketable securities

During the three months ended ~~September~~June 30, ~~2021,~~2022, we recorded a ~~gain~~loss on the sale of marketable securities of ~~$4.7 million that~~$0.2 million. This loss represented the difference between the sales price and carrying value of our marketable securities ~~sold. There were no sales~~sold during those periods.
Mark to market adjustments on derivative financial instruments
During the three months ended June 30, 2023 and 2022, we recorded a positive mark to market adjustments of ~~marketable securities~~$38 and $0.4 million, respectively. These mark to market adjustments represented the change in the fair value of our interest rate cap contracts during the period.
Loss from investment in unconsolidated affiliated real estate entity
Our loss from investment in unconsolidated affiliated real estate entity was $1.1 million during the three months ended ~~September~~June 30, ~~2022.~~2023. Our loss from investment in unconsolidated affiliated real estate entity is attributable to our unconsolidated 19.0% membership interest in the Columbus Joint Venture. We commenced recording our allocated portion of earnings beginning as of November 29, 2022 with respect to our membership interest of 19.0% in the Columbus Joint Venture.

Noncontrolling interests

The net earnings allocated to noncontrolling interests relates to (i) parties that hold units in the Operating Partnership, (ii) the interest in PRO-DFJV Holdings LLC (“PRO”) held by our Sponsor, (iii) the ownership interests in 50-01 2nd St. Associates LLC (the “2nd Street Joint Venture”) held by our Sponsor and other affiliates and (iv) the ownership interest in various joint ventures held by affiliates of our Sponsor that have originated nonrecourse loans to unaffiliated third-party borrowers.

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For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 vs. ~~September~~June 30, ~~2021~~2022

Consolidated

~~Revenues~~Rental revenues

Our rental revenues are comprised of rental income and tenant recovery income. Total rental revenues ~~decreased~~increased by ~~$0.4~~$0.2 million to ~~$7.2~~$5.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$7.6~~$4.8 million for the same period in ~~2021. This decrease reflects~~ 2022.~~lower~~
Hotel revenues
Hotel revenues ~~of $1.6~~were $20.5 million for the ~~St. Augustine Outlet Center resulting from substantially all~~six months ended June 30, 2023 for the Lower East Side Moxy Hotel, which opened on October 27, 2022. Hotel revenues consisted of ~~its tenants vacating during the first quarter~~$9.7 million of ~~2022~~room revenue and ~~us subsequently ceasing operations~~$10.8 million of ~~the property effective July 15, 2022, partially offset by higher revenues of $1.2 million for Gantry Park Landing resulting from higher occupancy~~food, beverage and ~~rental rates.~~other revenue.

Property operating expenses

Property operating expenses ~~increased slightly~~decreased by ~~$0.1~~$0.9 million to ~~$3.3~~$1.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$3.2~~$2.4 million for the same period in ~~2021.~~2022. The increase is primarily attributable to lease termination fees, which are included in property operating expenses, of $0.8 million and $0.4 million, recognized during the nine months ended September 30, 2022 and 2021, respectively. The increase in lease termination fees was offset bydecrease reflects lower property operating costs ~~for~~of $1.2 million resulting from the closure of the St. Augustine Outlet Center, which ceased operations effective July 15, 2022.

28Hotel operating expenses
Hotel operating expenses were $16.7 million for the six months ended June 30, 2023 for the Lower East Side Moxy Hotel, which opened on October 27, 2022. Hotel operating expenses consisted of $6.7 million of room expense and $10.0 million of food and beverage costs.

Real estate taxes

Real estate taxes ~~decreased~~increased slightly by $0.1 million to $0.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$0.3~~$0.1 million for the same period in ~~2021.~~2022.

General and administrative costs

General and administrative costs ~~decreased slightly~~increased by ~~$0.1~~$0.8 million to ~~$1.7~~$2.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$1.8~~$1.2 million for the same period in ~~2021.~~2022. The increase is primarily attributable to an increase in asset management fees resulting from our acquisition and investment activities.

Pre-opening costs

~~In preparation for the opening~~We incurred pre-opening costs of $16 and $0.3 million related to the Lower East Side Moxy Hotel, ~~which opened on October 27, 2022, we incurred pre-opening costs of $0.7 million~~including its food and beverage venues, during the ~~nine~~six months ended ~~September~~June 30, ~~2022. No pre-opening~~2023 and 2022, respectively. Pre-opening costs ~~were incurred during the 2021 period.~~generally consist of non-recurring personnel, marketing and other costs.
Depreciation and amortization

Depreciation and amortization ~~decreased~~increased by ~~$1.8~~$1.9 million to ~~$2.0~~$3.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$3.8~~$1.5 million for the same period in ~~2021.~~2022. The ~~decrease~~increase is ~~primarily~~ attributable to higher depreciation of $2.5 million for the Lower East Side Moxy Hotel, which opened on October 27, 2022, partially offset by lower depreciation and amortization of $0.7 million for the St. Augustine Outlet Center, which ceased operations effective July 15, 2022.
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Interest and dividend income

Interest and dividend income decreased by ~~$3.7~~$0.3 million to ~~$6.7~~$4.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$10.4~~$4.4 million for the same period in ~~2021.~~2022. The decrease primarily reflects lower interest income earned on our preferred investments of $0.6 million and lower interest and dividend income earned on our available cash and investments in marketable securities of $0.2 million offset by higher interest income earned on our notes receivable of ~~$3.4~~$0.5 million ~~and preferred investments of $0.2 million.~~

Interest expense ~~net~~

Interest expense, ~~net,~~ including amortization of deferred financing costs, ~~decreased~~increased by ~~$0.6~~$11.4 million to ~~$1.4~~$12.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$2.0~~$0.8 million for the same period in ~~2021.~~2022. Interest expense is primarily attributable to financings associated with our investments and reflects both changes in market interest rates on our variable rate indebtedness and the weighted average principal outstanding during the periods. Additionally, the significant increase in interest expense is directly attributable to the cessation of the capitalization of all interest expense associated with the Moxy Construction Loans in connection with the substantial completion of the development and construction of the Lower East Side Moxy Hotel on October 27, 2022. During the ~~nine~~six months ended ~~September~~June 30, 2022, ~~and 2021, $11.9~~$7.0 million ~~and $5.6 million, respectively,~~ of interest attributable to the Moxy Construction Loans was capitalized to ~~our development projects.~~
~~Gain on disposition of real estate~~
~~During the third quarter of 2022, we recognized a gain on disposition of real estate of $1.1 million related to Oakview, a shopping center located~~construction in ~~Omaha, Nebraska, which we previously disposed of in September 2017.~~
~~During the nine months ended September 30, 2021, we recognized an aggregate gain~~progress on the ~~disposition of real estate of $3.8 million consisting of a second quarter gain of $3.6 million related to~~consolidated balance sheet because the ~~sale of a parcel of land adjacent to the St. Augustine Outlet Center on May 21, 2021 and a third quarter gain of $0.2 million related to the sale of the Santa Clara Data Center on July 7, 2021.~~
~~Loss on demolition~~
We ceased operations of the St. Augustine Outlet Center effective July 15, 2022 and shortly thereafter, commenced demolition of the property’s building and improvements. During the third quarter of 2022, the demolitionLower East Side Moxy Hotel was ~~substantially completed and we recognized a loss on demolition of $16.6 million consisting of the write-off of the carrying value of the property’s building and improvements plus related costs.~~under construction.

Unrealized gain/(loss)~~/gain~~ on marketable equity securities

During the ~~nine~~six months ended ~~September~~June 30, ~~2022, we recorded an unrealized loss on marketable equity securities of $20.0 million~~2023 and ~~during the nine months ended September 30, 2021,~~2022, we recorded an unrealized gain on marketable equity securities of ~~$10.6 million. Unrealized~~$0.5 million and an unrealized loss of $18.8 million, respectively. These unrealized gains and losses ~~represent~~represented the change in the fair value of our marketable equity securities during ~~the indicated~~those periods.

29
~~Gain~~Gain/(Loss) on sale of marketable securities

During the ~~nine~~six months ended ~~September~~June 30, 2023, we recorded a loss on the sale of marketable securities of $0.4 million and during the six months ended June 30, 2022, we recorded a gain on the sale of marketable securities of $1.2 ~~million and during the nine months ended September 30, 2021, we recorded a gain on the sale of marketable securities of $4.7~~ million. These gains and losses represented the difference between the sales price and carrying value of our marketable securities sold during those periods.
Mark to market adjustments on derivative financial instruments
During the six months ended June 30, 2023 and 2022, we recorded a negative mark to market adjustment of $0.4 million and a positive mark to market adjustment of $1.2 million, respectively. These mark to market adjustments represented the change in the fair value of our interest rate cap contracts during the period.
Gain on disposition of real estate
During the six months ended June 30, 2023, we recognized a gain on the disposition of real estate of $1.1 million related to the sale of a parcel of land which was part of the St. Augustine Land Holdings.
Loss from investment in unconsolidated affiliated real estate entity
Our loss from investment in unconsolidated affiliated real estate entity was $2.4 million during the six months ended June 30, 2023. Our loss from investment in unconsolidated affiliated real estate entity is attributable to our unconsolidated 19.0% membership interest in the Columbus Joint Venture. We commenced recording our allocated portion of profit/loss beginning as of November 29, 2022 with respect to our membership interest of 19.0% in the Columbus Joint Venture.

Noncontrolling interests

The net earnings allocated to noncontrolling interests relates to (i) parties that hold units in the Operating Partnership, (ii) the interest in PRO-DFJV Holdings LLC (“PRO”) held by our Sponsor, (iii) the ownership interests in 50-01 2nd St. Associates LLC (the “2nd Street Joint Venture”) held by our Sponsor and other affiliates and (iv) the ownership interest in various joint ventures held by affiliates of our Sponsor that have originated nonrecourse loans to unaffiliated third-party borrowers.

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Financial Condition, Liquidity and Capital Resources

Overview:

As of ~~September~~June 30, ~~2022,~~2023, we had ~~$37.9~~$11.6 million of cash on hand, ~~$0.6~~$5.0 million of restricted cash and ~~$41.5~~$43.4 million of marketable securities. We also have the ability to make draws from a line of credit up to ~~a maximum of~~ $20.0 million, (~~$10.3 million was available as of September 30, 2022)~~, subject to certain conditions (see “Notes Payable – Line of Credit”). We currently believe that these items along with ~~rental income~~revenues from our operating properties; interest and dividend income earned on our marketable securities and notes ~~receivable and preferred investment;~~receivable; as well as proceeds received from the potential sales of our marketable securities and repayment of ~~the~~our notes receivable ~~and redemption of the preferred investment~~ will be sufficient to satisfy our expected cash requirements for at least twelve months from the date of filing this report, which primarily ~~consisting~~consist of our anticipated operating expenses, scheduled debt service (excluding balloon payments due at maturity), capital expenditures (including certain of our development activities), contributions to our unconsolidated affiliated real estate entity (Columbus Joint Venture), redemptions and cancellations of shares of our common stock and distributions to our shareholders, if any, required to maintain our status as a REIT for the foreseeable future. However, we may also obtain additional funds through selective asset dispositions, joint venture arrangements, new borrowings and refinancing of existing debt.

~~We currently~~Additionally, we have ~~two~~another development ~~projects. Construction of our Lower East Side Moxy Hotel was substantially complete as of September 30, 2022 and~~project, the ~~hotel and two of its five food and beverage venues subsequently opened on October 27, 2022. Additionally, our~~ Exterior Street Project, which is currently under development and for which we expect to seek construction financing and/or a joint venture arrangement to fund a substantial portion of its future development and construction costs. See ~~“Development Activities”~~“Exterior Street Project” for additional information.

Our borrowings consist of single-property mortgages as well as mortgages cross-collateralized by a pool of properties.
~~In general~~ We typically have obtained level payment financing, meaning that the ~~type~~amount of ~~future financing executed by us to a large extent will~~debt service payable would be ~~dictated by~~substantially the ~~nature~~same each year. As such, most of the investment and current market conditions. To the extent floating rate debt is used to finance the purchase of real estate, management will evaluate a number of protections against significant increases in interest rates, including the purchase of interest rate cap instruments.mortgages on our properties provide for so-called “balloon” payments.

Additionally, in order to leverage our investments in marketable securities and seek a higher rate of return, we have access to borrowings under a margin loan and line of credit collateralized by the securities held with the financial institution that ~~has~~ provided the margin ~~loan. This~~ loan isand line of credit as well as a portion of our Marco OP Units. These loans are due on demand and any outstanding balance must be paid upon the liquidation of securities.

Our charter provides that the aggregate amount of borrowing, both secured and unsecured, may not exceed 300% of net assets in the absence of a justification showing that a higher level is appropriate, the approval of the Board of Directors and disclosure to stockholders. Net assets means our total assets, other than intangibles, at cost before deducting depreciation or other non-cash reserves less our total liabilities, calculated at least quarterly on a basis consistently applied. Any excess in borrowing over such 300% of net assets level must be approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report to stockholders, along with justification for such excess. As of ~~September~~June 30, ~~2022,~~2023, our total borrowings of ~~$245.0~~$261.0 million represented ~~99%~~115% of net assets.
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Any future properties that we may acquire or investments we may make may be funded through a combination of borrowings, proceeds generated from the sale and redemption of our marketable securities, available for sale, proceeds received from the selective disposition of our properties and proceeds received from the ~~redemption~~repayment of our ~~preferred investments in related parties.~~note receivable. These borrowings may consist of single-property mortgages as well as mortgages cross-collateralized by a pool of properties. Such mortgages may be put in place either at the time we acquire a property or subsequent to our purchasing a property for cash. In addition, we may acquire properties that are subject to existing indebtedness where we choose to assume the existing mortgages. Generally, though not exclusively, we intend to seek to encumber our properties with debt, which will be on a non-recourse basis. This means that a lender’s rights on default will generally be limited to foreclosing on the property. However, we may, at our discretion, secure recourse financing or provide a guarantee to lenders if we believe this may result in more favorable terms. When we give a guaranty for a property owning entity, we will be responsible to the lender for the satisfaction of the indebtedness if it is not paid by the property owning entity.
37

We may also obtain lines of credit to be used to acquire properties or real estate-related assets. These lines of credit will be at prevailing market terms and will be repaid from proceeds from the sale or refinancing of properties, working capital or permanent financing. Our Sponsor or its affiliates may guarantee the lines of credit although they will not be obligated to do so. We expect that such properties may be purchased by our Sponsor’s affiliates on our behalf, in our name, in order to minimize the imposition of a transfer tax upon a transfer of such properties to us.

We have various agreements, including an advisory agreement, with the Advisor to pay certain fees in exchange for services performed by the Advisor and/or its affiliated entities. Additionally, our ability to secure financing and our real estate operations are dependent upon our Advisor and its affiliates to perform such services as provided in these agreements.

In addition to meeting working capital needs and distributions, if any, to our stockholders, our capital resources are used to make certain payments to our Advisor and its affiliates, including payments related to asset acquisition fees, development fees and leasing commissions, asset management fees, the reimbursement of ~~acquisition-related costs, development fees~~acquisition related expenses to our Advisor and ~~cost reimbursement,~~ property management ~~and leasing commissions, and asset management fee.~~fees. We also reimburse our Advisor and its affiliates for actual expenses it incurs for administrative and other services provided to us. Additionally, the Operating Partnership may be required to make distributions to Lightstone SLP, LLC, an affiliate of the ~~Advisor.~~Advisor, provided our shareholders.

The advisory agreement has a one-year term and is renewable for an unlimited number of successive one-year periods upon the mutual consent of the Advisor and our independent directors.

The following table represents the fees incurred associated with the payments to our Advisor and its affiliates:

Three Months Ended
September 30, Nine Months Ended
September 30, For the
Three Months Ended For the
Six Months Ended
2022 2021 2022 2021 June 30,
2023 June 30,
2022 June 30,
2023 June 30,
2022
Asset management fees (general and administrative costs) $ 124 $ 206 $ 449 $ 661 $ 551 $ 171 $ 1,107 $ 325
Property management fees (property operating expenses) 68 99 223 267 75 74 147 155
Development fees and cost reimbursement⁽¹⁾ 641 877 2,258 2,789 235 733 641 1,617
Total $ 833 $ 1,182 $ 2,930 $ 3,717 $ 861 $ 978 $ 1,895 $ 2,097

(1) Development fees and ~~development~~the reimbursement of development-related costs that we ~~reimburse our~~pay to the Advisor ~~for~~and its affiliates are capitalized and are included in the carrying value of the associated development project ~~and~~which are classified as development projects on the consolidated balance sheets. As of ~~September 30, 2022 and~~ December 31, ~~2021,~~2022, the Company owed the Advisor and its affiliated entities ~~$0.3 million and~~ $0.7 million ~~respectively,~~ for development fees, ~~and cost reimbursements,~~ which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. ~~See Note 3 of the Notes to Consolidated Financial Statements for additional information.~~

Additionally, we may be required to make distributions on the special general partner interests (“SLP Units”) in the Operating Partnership held by Lightstone SLP, LLC, an affiliate of the ~~Advisor.~~Advisor provided our stockholders have received a stated preferred return. In connection with ~~the Company’s~~our initial public offering, Lightstone SLP, LLC purchased an aggregate of $30.0 million of SLP Units. These SLP Units, the purchase price of which will be repaid only after stockholders receive a stated preferred return and their net investment, entitle Lightstone SLP, LLC to a portion of any regular distributions made by the Operating Partnership. However, any future distributions on the SLP Units will always be subordinated until stockholders receive a stated preferred return.

During both the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, distributions of $0.5 million and ~~$1.5~~$1.0 million were declared and paid on the SLP units.
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Summary of Cash Flows

The following summary discussion of our cash flows is based on the consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below:

For the
Nine Months Ended
September 30,
2022 2021
Net cash flows provided by operating activities $ 9,033 $ 11,770
Net cash flows (used in)/provided by investing activities (60,428 ) 28,378
Net cash flows provided by/(used in) financing activities 47,247 (51,901 )
Net change in cash, cash equivalents and restricted cash (4,148 ) (11,753 )

Cash, cash equivalents and restricted cash, beginning of year 42,592 46,841
Cash, cash equivalents and restricted cash, end of the period $ 38,444 $ 35,088

For the
Six Months Ended
June 30,

2023 2022
Cash flows (used in)/provided by operating activities $ (5,537 ) $ 8,101
Cash flows provided by/(used in) investing activities 15,744 (52,934 )
Cash flows (used in)/provided by financing activities (16,280 ) 22,049
Change in cash, cash equivalents and restricted cash (6,073 ) (22,784 )

Cash, cash equivalents and restricted cash, beginning of year 22,583 42,592
Cash, cash equivalents and restricted cash, end of the period $ 16,510 $ 19,808

Operating activities

The ~~net~~ cash ~~provided by~~used in operating activities of ~~$9.0~~$5.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 consists of the following:

● cash ~~inflows~~outflows of ~~$3.8~~$2.0 million from our net loss after adjustment for non-cash items; and

● cash ~~inflows~~outflows of ~~$5.2~~$3.5 million associated with the net changes in operating assets and liabilities.

Investing activities

The ~~net~~ cash ~~used in~~provided by investing activities of ~~$60.4~~$15.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 consists primarily of the following:

● purchases offor development and investment property ~~principally attributable to our development activities~~ of ~~$54.4~~$8.6 million;

● aggregate proceeds from the full redemption of ~~one of~~ our preferred ~~investments~~investment in related parties of ~~$8.5~~$6.0 million;
● proceeds from the sale of a parcel of land of $1.4 million;

● net proceeds from sales of marketable securities of ~~$2.3~~$2.8 million; and

● ~~net funds used for~~proceeds from the ~~issuance~~repayment of notes receivable of ~~$16.9~~$14.0 million.

Financing activities

The ~~net~~ cash ~~provided by~~used in financing activities of ~~$47.2~~$16.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 is primarily related to the following:

● debt principal payments of ~~$1.0~~$12.0 million;

● net proceeds from mortgage financing of ~~$73.7~~$7.8 million;

● ~~redemption~~redemptions and cancellation of common shares of ~~$3.9 million;~~
● ~~contributions received from our noncontrolling interests of $21.9~~$1.5 million;

● distributions to our noncontrolling interests of ~~$32.1~~$3.2 million; and

● distributions to our common shareholders of ~~$11.3~~$7.5 million.

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~~Development Activities~~Lower East Side Moxy Hotel

~~Lower East Side Moxy Hotel~~
OnIn December 3, 2018, we, through a subsidiary of the Operating Partnership, acquired three adjacent parcels of land located at 147-151 Bowery, in the Lower East Side neighborhood of the borough of Manhattan in New York City, from unaffiliated third parties for aggregate consideration of $56.5 million, excluding closing and other acquisition related costs. Additionally, onin December 6, 2018, we, though a subsidiary of the Operating Partnership, acquired certain air rights located at 329 Broome Street, also in the Lower East Side neighborhood, ~~of Manhattan in New York City~~ from an unaffiliated third party for $2.4 million, excluding closing and other acquisition related costs. The land and air rights were acquired for the development and construction of ~~a 296-room Marriott Moxy hotel (the “Lower~~the Lower East Side Moxy ~~Hotel”).~~Hotel. On June 3, 2021,we entered into a development agreement (the “Development Agreement”) with an affiliate of the Advisor (the “Moxy Lower East Side Developer”) pursuant to which the Lower East Side Moxy Developer is being paid a development fee equal to 3% of hard and soft costs incurred in connection with the development and construction of the Lower East Side Moxy Hotel. The ~~advisor~~Advisor and its affiliates are also reimbursed for certain development-related costs attributable to the Lower East Side Moxy Hotel. Additionally on June 3, 2021, we obtained construction financing for the Lower East Side Moxy Hotel. ~~As of September 30, 2022, construction of the~~The Lower East Side Moxy Hotel ~~was substantially complete~~opened on October 27, 2022 and ~~the hotel and two~~all four of its ~~five~~ food and beverage venues opened ~~in October 2022. The remaining food and beverage venues are currently expected to open by~~during the ~~end~~fourth quarter of 2022.
Moxy Construction Loans

On June 3, 2021, we, through a wholly owned subsidiary, closed on a recourse construction loan facility (the “Moxy Senior Loan”) providing for up to $90.0 million of funds for the development, construction and certain pre-opening costs associated with the Lower East Side Moxy Hotel. At closing, $35.6 million of proceeds were initially advanced under the Moxy Senior Loan, which were used to repay in full a then outstanding mortgage loan. The Moxy Senior Loan bears interest at LIBOR +plus 7.50%, subject to an ~~8.00%~~7.75% floor, and initially matures on June 3, 2024, with two one-year extension options, subject to the satisfaction of certain conditions. Additionally, the Moxy Senior Loan provides for a replacement benchmark rate for periods after June 30, 2023 in connection with the phase-out of LIBOR. The Moxy Senior Loan is collateralized by the Lower East Side Moxy Hotel. As of ~~September~~June 30, ~~2022,~~2023, the outstanding principal balance of the Moxy Senior Loan was ~~$64.6~~$90.0 million, the interest rate was ~~10.64% and~~12.72%. Additionally, we were required by the ~~remaining availability under~~lender to deposit the ~~facility~~$4.7 million of key money received from Marriott during the fourth quarter of 2022 into an escrow account (included in restricted cash on the consolidated balance sheet as of December 31, 2022), all of which was ~~up to $25.4 million, which is expected to be~~subsequently used to fund ~~the~~ remaining construction ~~and pre-opening~~ costs for the ~~project.~~project during the first quarter of 2023.

Simultaneously on June 3, 2021, we, through the same wholly owned subsidiary, also entered into a mezzanine construction loan facility (the “Moxy Junior Loan” and together with the Moxy Senior Loan, the “Moxy Construction Loans”) providing for up to $40.0 million of additional funds for the development, construction and certain pre-opening costs associated with the Lower East Side Moxy Hotel. The Moxy Junior Loan bears interest at LIBOR +plus 13.50%, subject to a 14.00% floor (18.72% as of June 30, 2023), and initially matures on June 3, 2024, with two one-year extension options, subject to the satisfaction of certain conditions. Additionally, the Moxy Junior Loan provides for a replacement benchmark rate for periods after June 30, 2023 in connection with the phase-out of LIBOR. The Moxy Junior Loan is subordinate to the Moxy Senior ~~loan~~Loan but also collateralized by the Lower East Side Moxy Hotel. We provided a principal guarantee of up to $7.0 million with respect to the Moxy Junior Loan. As of ~~September~~June 30, ~~2022,~~2023, the outstanding aggregate principal balance of the Moxy Junior Loan was $40.0 ~~million as it was fully drawn and the interest rate was 16.64%.~~million.

In connection with the Moxy Construction Loans, we provided certain completion and carry cost guarantees. Additionally, the Moxy Construction Loans provide for the lenders to trap excess cash flow, if any, generated from the operations of the Lower East Side Moxy Hotel until it achieves certain prescribed financial ratios for two consecutive quarters. To-date, the Lower East Side Moxy Hotel, which opened in October 2022 and therefore, is still in its ramp-up period, has not achieved any of the prescribed financial ratios.
We also entered into two interest rate cap agreements with notional amounts of $90.0 million and $40.0 million pursuant to which LIBOR through June 30, 2023 and its replacement rate thereafter is capped at 3.00% ~~and 2.5%, respectively,~~ through June 3, 2024. Furthermore, in connection with the Moxy Construction Loans, we paid $5.3 million of loan fees and expenses and accrued $1.1 million of loan exit fees which are due at the initial maturity date and are included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets as of ~~September~~both June 30, ~~2022~~2023 and December 31, ~~2021.~~
~~Exterior Street Project~~
On February 27, 2019, we, through subsidiaries of the Operating Partnership, acquired two adjacent parcels of land located at 355 and 399 Exterior Street in the Bronx neighborhood of New York City from unaffiliated third parties for an aggregate purchase price of $59.0 million, excluding closing and other acquisition related costs. In September 2021, we subsequently acquired an additional adjacent parcel of land at cost from an affiliate of our Advisor for $1.0 million in order to achieve certain zoning compliance. The land parcels were acquired for the development of a multi-family residential property (the “Exterior Street Project”).2022.

3340

On March 29, 2019, we entered into a $35.0 million loan (the “Exterior Street Loan”) which commencing on October 10, 2020 bears interest at LIBOR + 2.25% (5.39% as of September 30, 2022) through its scheduled maturity date. The Exterior Street Loan requires monthly interest-only payments with the outstanding principal balance due in full at its maturity date. The Exterior Street Loan was initially scheduled to mature on April 9, 2021 but has been further extended to November 24, 2022. Additionally, on December 21, 2021, the loan agreement was amended to provide an additional $7.0 million loan (the “Exterior Street Supplemental Loan” and collectively with the Exterior Street Loan, the “Exterior Street Loans”) which bears interest at LIBOR + 2.50% (5.39% as of September 30, 2022) and requires monthly interest-only payments with the outstanding principal balance due in full at its maturity date. The Exterior Street Loans are collateralized by the Exterior Street Project.
The following is a summary of the total amounts incurred and capitalized to development projects on the consolidated balance sheet for the Lower East Side Moxy Hotel and the Exterior Street Project as of September 30, 2022:
Development Project
Lower East Side Moxy Hotel $ 196,284
Exterior Street Project 91,589
Total $ 287,873
To-date the ongoing COVID-19 pandemic as well as other economic conditions and uncertainties have not had a significant impact on our development activities associated with either the Lower East Side Moxy Hotel or the Exterior Street Project. As discussed above, we have already obtained construction financing for the Lower East Side Moxy Hotel and the remaining availability under the facility is expected to be used to fund the remaining construction and pre-opening costs related to the project. However, with respect to our Exterior Street Project which is currently under development, we currently expect to seek construction financing to fund a substantial portion of its future development and construction costs. However, the ongoing COVID-19 pandemic as well as other economic conditions and uncertainties may (i) affect our ability to obtain construction financing, and/or (ii) cause delays or increase costs associated with building materials or construction services necessary for construction, which could adversely impact our ability to either ultimately commence and/or complete construction as planned, on budget or at all for the Exterior Street Project.
Although we currently believe our capital resources are sufficient to fund our expected development activities for the next 12 months, there can be no assurance we will be successful in obtaining construction financing at favorable terms, if at all.
Preferred Investments

We previously entered into agreements with various related party entities that provided for us to make preferred contributions pursuant to certain instruments (the “Preferred Investments”) that ~~entitle~~entitled us to certain prescribed monthly preferred ~~distributions at an annual rate of 12%.~~distributions. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we redeemed ~~$8.5~~the remaining $6.0 million ~~(including $4.5 million in the third quarter of 2022)~~ of our ~~East 11th Street Preferred Investment, which is now fully redeemed. As a result, as of September 30, 2022, we~~ only ~~have one~~ remaining Preferred Investment, which ~~is our~~was the 40 East End Avenue Preferred Investment with an outstanding balance of $6.0 million. The Preferred Investments are classified as held-to-maturity securities, recorded at cost and included in investments in related parties on the consolidated balance sheets. The fair value of our remaining Preferred Investment approximates its carrying value based on market rates for similar instruments as of September 30, 2022.Investment.

The Preferred Investments are summarized as follows:

Preferred Investment Balance Investment Income ⁽¹⁾ Preferred Investment Balance Investment Income⁽¹⁾
Dividend As of
September 30, As of
December 31, Three Months Ended
September 30, Nine Months Ended
September 30, Dividend As of
June 30, As of
December 31, Three Months Ended
June 30, Six Months Ended
June 30,
Preferred Investments Rate 2022 2021 2022 2021 2022 2021 Rate 2023 2022 2023 2022 2023 2022
40 East End Avenue 12% $ 6,000 $ 6,000 $ 184 $ 184 $ 546 $ 546 12% $ - $ 6,000 $ 75 $ 182 $ 254 $ 362
East 11th Street 12% - 8,500 108 261 593 774 12% - - - 230 485
Total $ 6,000 $ 14,500 $ 292 $ 445 $ 1,139 $ 1,320 $ - $ 6,000 $ 75 $ 412 $ 254 $ 847

Note:
(1) – Included in interest and dividend income on the consolidated statements of operations.

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Notes Receivable

We ~~have~~ formed certain joint ventures (collectively, the “NR Joint Ventures”) between ~~wholly-owned~~wholly owned subsidiaries of the Operating Partnership (collectively, the “NR Subsidiaries”) and affiliates of the Sponsor (the “NR Affiliates”) which have originated nonrecourse loans (collectively, the “Joint Venture Promissory Notes”) to unaffiliated third-party borrowers (collectively, the “Joint Venture Borrowers”).

The N/R Subsidiaries and NR Affiliates may have varying ownership interests in the N/R Joint Ventures, however; certain other wholly owned subsidiaries of the Operating Partnership serve as the manager and the sole decision-maker for each of the N/R Joint Ventures. We ~~have~~ determined that the NR Joint Ventures are VIEs and the NR Subsidiaries are the primary beneficiaries. Since the NR Subsidiaries are the primary beneficiaries, beginning on the applicable date of formation, we consolidated the operating results and financial condition of the NR Joint Ventures and accounted for the respective ownership interests of the NR Affiliates as noncontrolling interests.

The Joint Venture Promissory Notes generally provide for monthly interest at a prescribed variable rate, subject to a floor. In connection with the initial funding of the Joint Venture Promissory Notes, the NR Joint Ventures receive origination fees (ranging from 1.00% to 1.50%) based on the principal commitment under the loan and retain a portion of the loan proceeds to establish a reserve for interest and other items (the “Loan Reserves”). The Joint Venture Promissory Notes are recorded in notes receivable, net on the consolidated balance sheets.

The Joint Venture Promissory Notes generally have an initial term of one or two years and may provide for additional one-year extension options subject to satisfaction of certain conditions, including the funding of additional Loan Reserves and payment of extension fees. The Joint Venture Promissory Notes are collateralized by either the membership interests of the Joint Venture Borrowers in the borrowing entity or the underlying real property being developed by the Joint Venture Borrower.

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The Joint Venture Promissory Notes are recorded in notes receivable, net on the consolidated balance sheets. The origination fees received are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are amortized into interest income, using a straight-line method that approximates the effective interest method, over the initial term of the Joint Venture Promissory Notes. The Loan Reserves are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are applied against the monthly interest due over the initial term.

~~The following tables summarize~~LSC 1543 7th LLC, the ~~Notes Receivable~~NR Joint Venture that originated the Joint Venture Promissory Note (the “LSC 1543 7th LLC Note Receivable”) with an outstanding principal balance of $35.0 million as of June 30, 2023, is currently in discussions with the ~~dates indicated:~~Joint Venture Borrower with respect to the terms for an extension of the LSC 1543 7th LLC Note Receivable, which is expected to be completed on or before its initial scheduled maturity date of August 31, 2023.

As of September 30, 2022
Joint Venture/Lender
Company’s
Ownership
Percentage
Loan
Commitment
Amount
Origination
Fee
Origination
Date Maturity
Date Contractual
Interest
Rate Outstanding Principal Reserves Unamortized Origination
Fee Carrying Value Unfunded Commitment
LSC 1543 7th LLC 50% 49,000 1.00% March 2, 2022 August 31, 2023 SOFR plus 7.00%
(Floor of 7.15%) $ 49,000 $ (1,821 ) $ (450 ) $ 46,729 $ -
The Note Receivable is summarized as follows:

As of December 31, 2021
Joint Venture/Lender
Company’s
Ownership
Percentage
Loan
Commitment
Amount
Origination
Fee
Origination
Date Maturity
Date Contractual
Interest
Rate Outstanding Principal Reserves Unamortized Origination
Fee Carrying Value Unfunded Commitment
LSC 1543 7th LLC ⁽¹⁾ 50% 20,000 1.00% August 27, 2019 February 28, 2022 Libor plus 5.40%
(Floor of 7.90%) $ 17,500 $ - $ (33 ) $ 17,467 $ -

LSC 11640 Mayfield LLC ⁽²⁾ 50% 18,000 1.50% March 4, 2020 March 1, 2022 Libor plus 11.00%
(Floor of 13.00%) 10,040 (629 ) (24 ) 9,387 6,960
-
Total $ 27,540 $ (629 ) $ (57 ) $ 26,854 $ 6,960
~~(1)~~ ~~Repaid in full during March 2022.~~
~~(2)~~ ~~Repaid in full during February 2022.~~
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Joint Venture/Lender Company’s Ownership Percentage Loan
Commitment
Amount Origination
Fee Origination
Date Maturity
Date Contractual
Interest
Rate Outstanding
Principal Reserves Unamortized Origination Fee Carrying
Value Unfunded
Commitment
As of June 30, 2023
LSC 1543 7th LLC 50% $ 49,000 1.00% March 2, 2022 August 31, 2023 SOFR plus 7.00%
(Floor of 7.15%) $ 35,000 $ - $ (82 ) $ 34,918 $ -

As of December 31, 2022
LSC 1543 7th LLC 50% $ 49,000 1.00% March 2, 2022 August 31, 2023 SOFR plus 7.00%
(Floor of 7.15%) $ 49,000 $ (614 ) $ (327 ) $ 48,059 $ -

The following summarizes the interest earned (included in interest and dividend income on the consolidated statements of operations) for each of the Joint Venture Promissory Notes during the periods indicated:

For the
Three Months Ended
September 30, For the
Nine Months Ended
September 30, For the
Three Months Ended
June 30, For the
Six Months Ended
June 30,
Joint Venture/Lender 2022 2021 2022 2021 2023 2022 2023 2022
LSC 1543 7th LLC $ 1,230 454 $ 2,957 $ 1,348 $ 1,201 1,038 $ 2,699 $ 1,727
LSC 162nd Capital I LLC - 123 - 373
LSC 162nd Capital II LLC - 266 - 807
LSC 1650 Lincoln LLC - 545 - 1,618
LSC 11640 Mayfield LLC - 383 455 1,125 - - - 455
LSC 11640 Newkirk LLC - - - 1,585

Total $ 1,230 $ 1,771 $ 3,412 $ 6,856 $ 1,201 $ 1,038 $ 2,699 $ 2,182

LSC 1543 7th LLC Loan

On June 30, 2022, LSC 1543 7th LLC ~~entered into~~obtained a ~~$31.3~~loan of up to $33.1 million ~~loan~~ (the “LSC 1543 7th LLC Loan”) which bears interest at SOFR + 3.50% ~~(5.19%~~(8.64% as of ~~September~~June 30, ~~2022)~~2023). The LSC 1543 7th LLC Loan is initially scheduled to mature on December 30, 2023, but may be further extended through December 30, 2024 and September ~~30,~~20, 2025, through the exercise of two extension options. The LSC 1543 7th LLC Loan requires monthly interest-only payments with the outstanding principal balance due at its maturity date and is collateralized by ~~a nonrecourse loan originated by LSC 1543 7th LLC (the “LSC 1543 7th LLC Note Receivable”). See Note 5. On June 30, 2022, $28.6 million of the net proceeds from~~ the LSC 1543 7th LLC ~~Loan were temporarily funded to an affiliate~~Note Receivable. During the first quarter of ~~our advisor and were subsequently transferred to us and then distributed to the members of~~2023, LSC 1543 7th LLC ~~in July 2022,~~received a payment of ~~which our 50% share was $14.3 million. As~~$14.0 million on the LSC 1543 7th LLC Note Receivable and used a portion of ~~September 30, 2022,~~ the ~~outstanding principal balance~~proceeds to repay $11.3 million of the LSC 1543 7th LLC Loan, which reduced the outstanding balance to $21.5 million.
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Exterior Street Project
In February 2019, we, through subsidiaries of the Operating Partnership, acquired two adjacent parcels of land located at 355 and 399 Exterior Street in the Mott Haven neighborhood in the Bronx borough of New York City from unaffiliated third parties for an aggregate purchase price of $59.0 million, excluding closing and other acquisition related costs. In September 2021, we subsequently acquired an additional adjacent parcel of land at cost from an affiliate of the Advisor for $1.0 million in order to achieve certain zoning compliance. On these three land parcels we plan, subject to economic and local market conditions and regulations, to construct a proposed mixed-use multifamily residential and commercial retail property (the “Exterior Street Project”). In light of certain economic and local market conditions and regulations, we decided in the 2^nd quarter of 2023 to pause active development and ceased capitalizing interest and real estate taxes. Through June 30, 2023, we have incurred and capitalized $95.7 million of costs related to the development of the Exterior Street Project.
On March 29, 2019, we obtained a $35.0 million loan (the “Exterior Street Loan”) from a financial institution which, commencing on October 10, 2020, bore interest at LIBOR plus 2.25% through November 24, 2022. On December 21, 2021, the loan agreement was ~~$29.9~~amended to provide an additional $7.0 million loan (the “Exterior Street Supplemental Loan” and collectively with the Exterior Street Loan, the “Exterior Street Loans”) which bore interest at LIBOR plus 2.50% through November 24, 2002. The Exterior Street Loans require monthly interest-only payments with the outstanding principal balances due in full at their maturity date. The Exterior Street Loans are collateralized by the Exterior Street Project. On November 22, 2022, we and the ~~remaining availability under~~financial institution entered into an additional amendment to the ~~facility~~Exterior Street Loans pursuant to which the interest rate on the Exterior Street Loans were adjusted to SOFR plus 2.60% (7.74% as of June 30, 2023) and their maturity dates were extended to November 24, 2023. As of June 30, 2023, the outstanding aggregate principal balance of the Exterior Street Loans was ~~up to $1.4~~$42.0 million.

~~Distribution Reinvestment Program (“DRIP”)~~The Exterior Street Loan requires monthly interest-only payments with the outstanding balance due in full at its maturity date. The Exterior Street Loan is collateralized by the Exterior Street Project.

Our Exterior Street Project is currently under development and we expect to seek construction financing and/or a joint venture arrangement to fund a substantial portion of its future development and construction costs. Current economic conditions as well as other uncertainties may (i) affect our ability to obtain construction financing, and/or (ii) cause delays or increase costs associated with building materials or construction services necessary for construction, which could adversely impact our ability to either ultimately commence and/or complete construction as planned, on budget or at all for the Exterior Street Project.
Contractual Obligations
The following is a summary of our contractual obligations outstanding over the next five years and thereafter as of June 30, 2023.
Contractual Obligations 2023 2024 2025 2026 2027 Thereafter Total
Mortgage Payable $ 64,260 $ 196,697 $ - $ - $ - $ - $ 260,957
Interest Payments¹ 13,580 12,699 - - - - 26,279
Total Contractual Obligations $ 77,840 $ 209,396 $ - $ - $ - $ - $ 287,236
1) These amounts represent future interest payments related to mortgage payable obligations based on the fixed and variable interest rates specified in the associated debt agreement. All variable rate debt agreements are based on the one month LIBOR rate or SOFR rate, as applicable. For purposes of calculating future interest amounts on variable interest rate debt the one-month LIBOR rate or SOFR rate, as applicable as of June 30, 2023 was used.
As of June 30, 2023, we were in compliance with respect to all of our financial debt covenants, except for those for the Moxy Construction Loans, as discussed above.
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Notes Payable
Margin Loan
We have access to a margin loan (the “Margin Loan”) from a financial institution that holds custody of certain of our marketable securities. The Margin Loan, which is due on demand, bears interest at LIBOR plus 0.85% (6.07% as of June 30, 2023) and is collateralized by the marketable securities in our account. The amounts available to us under the Margin Loan are at the discretion of the financial institution and not limited to the amount of collateral in our account. There were no amounts outstanding under the Margin Loan as of June 30, 2023 and December 31, 2022.
Line of Credit
We have a non-revolving credit facility (the “Line of Credit”) with a financial institution that provides for borrowings up to a maximum of $20.0 million, subject to a 55% loan-to-value ratio based on the fair value of the underlying collateral, which matures on November 30, 2024 and bears interest at LIBOR plus 1.35% (6.57% as of June 30, 2023). Additionally, the Line of Credit provides for a replacement benchmark rate in connection with the phase-out of LIBOR, which is expected to be for periods after June 30, 2023. The Line of Credit is collateralized by an aggregate of 209,243 of Marco OP Units and Marco II OP Units and was guaranteed by PRO. As of June 30, 2023, the amount of borrowings available to be drawn under the Line of Credit was $13.3 million. No amounts were outstanding under the Line of Credit as of both June 30, 2023 and December 31, 2022.
Debt Maturities
The Exterior Street Loans (outstanding aggregate principal balance of $42.0 million as of June 30, 2023) mature on November 24, 2023. We currently intend to seek to extend or refinance the Exterior Street Loans on or before their maturity date.
The LSC 1543 7th LLC Loan (outstanding principal balance of $21.5 million as of June 30, 2023) is scheduled to initially mature on December 30, 2023, but may be further extended through December 30, 2024 and September 20, 2025, through the exercise of two extension options. We currently intend to repay the LSC 1543 7th LLC Loan with the proceeds from the expected repayment of the LSC 1543 7th LLC Note Receivable, which has an outstanding principal balance of $35.0 million, or to seek to further extend the LSC 1543 7th LLC Loan pursuant to its first extension option on or before its scheduled maturity date.
The Moxy Construction Loans (outstanding aggregate principal balance of $130.0 million as of June 30, 2023) mature on June 3, 2024. We currently intend to refinance the Moxy Construction Loans on or before their initial maturity dates of June 3, 2024; however, there can be no assurances that we will be successful in such endeavors. If we are unable to refinance the Moxy Construction Loans on or before their initial maturity date, we will then seek to exercise the first of their two one-year extension options.
However, if we are unable to extend or refinance any of our maturing indebtedness at favorable terms, we will look to repay the then outstanding balance with available cash and/or proceeds from selective asset sales. We have no additional significant maturities of mortgage debt over the next 12 months from the date of these consolidated financial statements.
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Distributions
Common Shares
On May 10, 2023, the distribution ~~reinvestment program (“DRIP”) provides our shareholders with an opportunity to purchase additional~~for the three-month period ending June 30, 2023 of $3.8 million was paid in full using a combination of cash and approximately 7,000 shares of our common stock ~~at a discount by reinvesting distributions. Under~~issued pursuant to our distribution reinvestment program (“DRIP”), at a ~~shareholder may acquire, from time to time, additional shares~~discounted price of ~~our common stock by reinvesting cash distributions payable by us to such shareholder, without incurring any brokerage commission, fees or service charges.~~
~~The DRIP had been suspended since 2015 until our DRIP Registration Statement on Form S-3D was filed and became effective as amended and restated, under the Securities Act of 1933 on October 25, 2018.~~
Pursuant to the DRIP following its reactivation, our stockholders who elect to participate may invest all or a portion of the cash distributions that we pay them on shares of our common stock in additional shares of our common stock without paying any fees or commissions. The purchase price for shares under the DRIP will be$11.58 per share, equal to 95% of our most current estimated net asset value (“NAV”) per share ~~(“NAV~~of $12.19 as of September 30, 2022.
On August 11, 2023, the Board of Directors authorized and we declared a distribution of $0.0875 per ~~Share”), as determined~~share for the quarterly period ending September 30, 2023. The quarterly distribution is the pro rata equivalent of an annual distribution of $0.35 per share, or an annualized rate of 3.5% assuming a purchase price of $10.00 per share. The distribution will be paid on or about the 15th day of the month following the quarter-end to stockholders of record at the close of business on the last day of the quarter-end. The stockholders have an option to elect the receipt of shares under our DRIP.
SLP Units
Because the quarterly distribution declared by the Board of Directors ~~and reported by us from time~~on Common Shares for the quarterly period ending September 30, 2023 does not equate to ~~time. On December 16, 2021,~~at least an annualized rate of 7.0%, assuming a purchase price of $10.00 per share, no distributions were declared on the SLP Units. Any future distributions on the SLP Units will always be subordinated until stockholders receive a stated preferred return.
Future distributions, if any, declared will be at the discretion of the Board of Directors ~~determined~~based on their analysis of our ~~NAV per Share~~performance over the previous periods and expectations of ~~$11.75,~~performance for future periods. The Board of Directors will consider various factors in its determination, including but not limited to, the sources and availability of capital, operating and interest expenses, our ability to refinance near-term debt, as well as the IRS’s annual distribution requirement that REITs distribute no less than 90% of ~~September 30, 2021, which resulted in a purchase price for shares under the DRIP~~their taxable income. We cannot assure that any future distributions will be made or that we will maintain any particular level of ~~$11.16 per share. As of September 30, 2022, 9.9 million shares remain available for issuance under our DRIP.~~ distributions that we have previously established or may establish.

~~The Board of Directors reserves the right to terminate the DRIP for any reason without cause by providing written notice of termination of the DRIP to all participants.~~
~~Share Repurchase Program~~SRP

Our share repurchase program (the “SRP”) may provide our stockholders with limited, interim liquidity by enabling them to sell their shares of common stock back to us, subject to restrictions.

On March 25, 2020, the Board of Directors amended the SRP to remove stockholder notice requirements and also approved the suspension of all ~~redemptions effective immediately.~~redemptions.
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Effective March 15, 2021 and May 14, 2021, the Board of Directors partially reopened the SRP to allow, subject to various conditions as set forth below, for redemptions submitted in connection with a stockholder’s death and hardship, respectively, and set the price for all such purchases to our current ~~NAV~~estimated net asset value per ~~Share,~~share of common stock, as determined by the Board of Directors and reported by us from time to time. Deaths that occurred subsequent to January 1, 2020 were eligible for consideration, subject to certain conditions. Beginning January 1, 2022, requests for redemptions in connection with a stockholder’s death must be submitted and received by us within one year of the stockholder’s date of death for consideration.
At the above noted dates, the Board of Directors established that on an annual basis, we would not redeem in excess of 0.5% of the number of shares outstanding as of the end of the preceding year for either death or hardship redemptions, respectively. Additionally, redemption requests generally would be processed on a quarterly basis and would be subject to pro ration if either type of redemption requests exceeded the annual limitation.
On March 18, 2022, the Board of Directors approved an increase to the annual threshold for death redemptions from up to 0.5% to 1.0%.

At the above noted dates, the Board of Directors established that on an annual basis, we would not redeem in excess of 1.0% and 0.5% of the number of shares outstanding as of the end of the preceding year for either death or hardship redemptions, respectively. Additionally, redemption requests are expected to be processed on a quarterly basis and would be subject to pro ration if either type of redemption requests exceeded the annual limitation.
For the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, we repurchased ~~330,738 shares of common stock, pursuant to our SRP~~119,300 Common Shares at ana weighted average price per share of ~~$11.75 per share.~~
~~Contractual Obligations~~
~~The following is a summary of our contractual obligations outstanding over~~$12.19. For the ~~next five years and thereafter as of September 30, 2022.~~
Contractual Obligations 2022 2023 2024 2025 2026 Thereafter Total
Mortgage Payable $ 42,355 $ 31,353 $ 171,329 $ - $ - $ - $ 245,037
Interest Payments ¹ 6,787 18,615 9,911 - - - 35,313
Total Contractual Obligations $ 49,142 $ 49,968 $ 181,240 $ - $ - $ - $ 280,350
1) These amounts represent future interest payments related to mortgage payable obligations based on the fixed and variable interest rates specified in the associated debt agreement. All variable rate debt agreements are based on the one-month LIBOR rate or SOFR rate, as applicable. For purposes of calculating future interest amounts on variable interest rate debt the one-month LIBOR and SOFR rates as of September 30, 2022 were used.
~~Notes Payable~~
~~Margin Loan~~
We have access to a margin loan (the “Margin Loan”) from a financial institution that holds custody of certain of our marketable securities. The Margin Loan, which is due on demand, bears interest at LIBOR + 0.85% (3.99% as of September 30, 2022) and is collateralized by the marketable securities in our account. The amounts available to us under the Margin Loan are at the discretion of the financial institution and not limited to the amount of collateral in our account. There were no amounts outstanding under the Margin Loan as of Septembersix months ended June 30, 2022, ~~and December 31, 2021.~~we repurchased 273,135 Common Shares at a weighted average price per share of $11.75.
~~Line of Credit~~
We have a non-revolving credit facility (the “Line of Credit”) with a financial institution that provides for borrowings up to a maximum of $20.0 million, subject to a 55% loan-to-value ratio based on the fair value of the underlying collateral, matures on November 30, 2022 and bears interest at LIBOR + 1.35% (4.49% as of September 30, 2022). The Line of Credit is collateralized by an aggregate of 209,243 of Marco OP Units and Marco II OP Units and was guaranteed by PRO. As of September 30, 2022, the amount of borrowings available to be drawn under the Line of Credit was $10.3 million. No amounts were outstanding under the Line of Credit as of both September 30, 2022 and December 31, 2021.
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~~Debt Maturities~~
The Exterior Street Loans (outstanding principal balance of $42.0 million as of September 30, 2022) mature on November 24, 2022. We currently intend to extend or refinance the Exterior Street Loans on or before their maturity date.
However, if we are unable to extend or refinance any of our maturing indebtedness at favorable terms, we will look to repay the then outstanding balance with available cash and/or proceeds from selective asset sales. We have no additional significant maturities of mortgage debt over the next 12 months.

Funds from Operations and Modified Funds from Operations

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings, improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including, but not limited to, inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using the historical accounting convention for depreciation and certain other items may be less informative.

Because of these factors, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has published a standardized measure of performance known as funds from operations (“FFO”), which is used in the REIT industry as a supplemental performance measure. We believe FFO, which excludes certain items such as real estate-related depreciation and amortization, is an appropriate supplemental measure of a REIT’s operating performance. FFO is not equivalent to our net income or loss as determined under GAAP.

We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Our FFO calculation complies with NAREIT’s definition.

We believe that the use of FFO provides a more complete understanding of our performance to investors and to management and reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

Changes in the accounting and reporting promulgations under GAAP that were put into effect in 2009 subsequent to the establishment of NAREIT’s definition of FFO, such as the change to expense as incurred rather than capitalize and depreciate acquisition fees and expenses incurred for business combinations, have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses, as items that are expensed under GAAP across all industries. These changes had a particularly significant impact on publicly registered, non-listed REITs, which typically have a significant amount of acquisition activity in the early part of their existence, particularly during the period when they are raising capital through ongoing initial public offerings.

Because of these factors, the Investment Program Association (the “IPA”), an industry trade group, published a standardized measure of performance known as modified funds from operations (“MFFO”), which the IPA has recommended as a supplemental measure for publicly registered, non-listed REITs. MFFO is designed to be reflective of the ongoing operating performance of publicly registered, non-listed REITs by adjusting for those costs that are more reflective of acquisitions and investment activity, along with other items the IPA believes are not indicative of the ongoing operating performance of a publicly registered, non-listed REIT, such as straight-lining of rents as required by GAAP. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that both before and after we have deployed all of our offering proceeds, ~~and are no longer incurring a significant amount of acquisition fees or other related costs,~~ it reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. MFFO is not equivalent to our net income or loss as determined under GAAP.

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We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the “Practice Guideline”) issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for acquisition and transaction-related fees and expenses and other items. In calculating MFFO, we follow the Practice Guideline and exclude acquisition and transaction-related fees and expenses (which includes costs incurred in connection with strategic alternatives), amounts relating to straight line rent receivables and amortization of market lease and other intangibles, net (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), accretion of discounts and amortization of premiums on debt investments and borrowings, mark-to-market adjustments included in net income (including gains or losses incurred on assets held for sale), gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis.

We believe that, because MFFO excludes costs that we consider more reflective of ~~acquisition activities and~~ other non-operating items, MFFO can provide, on a going-forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring properties and once our portfolio is stabilized. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry and allows for an evaluation of our performance against other publicly registered, non-listed REITs.

Not all REITs, including publicly registered, non-listed REITs, calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs, including publicly registered, non-listed REITs, may not be meaningful. Furthermore, FFO and MFFO are not indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as determined under GAAP as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance. FFO and MFFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The methods utilized to evaluate the performance of a publicly registered, non-listed REIT under GAAP should be construed as more relevant measures of operational performance and considered more prominently than the non-GAAP measures, FFO and MFFO, and the adjustments to GAAP in calculating FFO and MFFO.

Neither the SEC, NAREIT, the IPA nor any other regulatory body or industry trade group has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, NAREIT, the IPA or another industry trade group may publish updates to the White Paper or the Practice Guidelines or the SEC or another regulatory body could standardize the allowable adjustments across the publicly registered, non-listed REIT industry, and we would have to adjust our calculation and characterization of FFO or MFFO accordingly.

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The below table illustrates the items deducted in the calculation of FFO and MFFO. Items are presented net of non-controlling interest portions where applicable.

For the
Three Months Ended For the
Nine Months Ended For the
Three Months Ended For the
Six Months Ended
September 30,
2022 September 30,
2021 September 30,
2022 September 30,
2021 June 30,
2023 June 30,
2022 June 30,
2023 June 30,
2022
Net (loss)/income $ (13,359 ) $ (8,338 ) $ (26,779 ) $ 14,400
Net loss $ (2,196 ) $ (8,455 ) $ (7,718 ) $ (13,420 )
FFO adjustments:
Depreciation and amortization of real estate assets 478 1,545 1,976 3,826
Depreciation and amortization 1,683 649 3,351 1,498
Adjustments to equity earnings from unconsolidated affiliated entity 932 - 1,858 -
Gain on disposal of investment property (1,105 ) (213 ) (1,154 ) (3,802 ) - (49 ) (1,121 ) (49 )
Loss on disposal of asset 16,593 - 16,593 -
Impairment loss - 11,341 - 11,341
FFO 2,607 4,335 (9,364 ) 25,765 419 (7,855 ) (3,630 ) (11,971 )
MFFO adjustments:
Other Adjustment
Acquisition and other transaction related costs expensed⁽¹⁾ - - - -
Amortization of above or below market leases and liabilities⁽²⁾ - - - -
Mark-to-market adjustments⁽³⁾ (415 ) 3,407 17,116 (10,670 )
(Gain)/loss on debt extinguishment⁽⁴⁾ - (175 ) - 143
Gain on sale of marketable securities⁽⁴⁾ - (4,669 ) (1,160 ) (4,653 )
Noncash adjustments:
Mark to market adjustments⁽¹⁾ (1,090 ) 9,387 (131 ) 17,531
Loss/(gain) on sale of marketable securities⁽²⁾ - 179 359 (1,160 )
MFFO 2,192 2,898 6,592 10,585 (671 ) 1,711 (3,402 ) 4,400
Straight-line rent⁽⁵⁾ 2 22 27 (16 )
Straight-line rent⁽³⁾ (13 ) 2 (2 ) 25
MFFO - IPA recommended format $ 2,194 $ 2,920 $ 6,619 $ 10,569 $ (684 ) $ 1,713 $ (3,404 ) $ 4,425

Net (loss)/income $ (13,359 ) $ (8,338 ) $ (26,779 ) $ 14,400
Net loss $ (2,196 ) $ (8,455 ) $ (7,718 ) $ (13,420 )
Less: income attributable to noncontrolling interests (183 ) (582 ) (783 ) (3,332 ) (541 ) (228 ) (1,075 ) (600 )
Net (loss)/income applicable to Company’s common shares $ (13,542 ) $ (8,920 ) $ (27,562 ) $ 11,068
Net (loss)/income per common share, basic and diluted $ (0.62 ) $ (0.40 ) $ (1.25 ) $ 0.50
Net loss applicable to Company’s common shares $ (2,737 ) $ (8,683 ) $ (8,793 ) $ (14,020 )
Net loss per common share, basic and diluted $ (0.13 ) $ (0.40 ) $ (0.40 ) $ (0.64 )

FFO $ 2,607 $ 4,335 $ (9,364 ) $ 25,765 $ 419 $ (7,855 ) $ (3,630 ) $ (11,971 )
Less: FFO attributable to noncontrolling interests (698 ) (1,018 ) (1,650 ) (4,058 ) (822 ) (402 ) (1,490 ) (953 )
FFO attributable to Company’s common shares $ 1,909 $ 3,317 $ (11,014 ) $ 21,707 $ (403 ) $ (8,257 ) $ (5,120 ) $ (12,924 )
FFO per common share, basic and diluted $ 0.09 $ 0.15 $ (0.50 ) $ 0.97 $ (0.02 ) $ (0.38 ) $ (0.24 ) $ (0.59 )

MFFO - IPA recommended format $ 2,194 $ 2,920 $ 6,619 $ 10,569 $ (684 ) $ 1,713 $ (3,404 ) $ 4,425
Less: MFFO attributable to noncontrolling interests (736 ) (923 ) (2,623 ) (3,421 ) (760 ) (937 ) (1,511 ) (1,887 )
MFFO attributable to Company’s common shares $ 1,458 $ 1,997 $ 3,996 $ 7,148 $ (1,444 ) $ 776 $ (4,915 ) $ 2,538

Weighted average number of common shares outstanding, basic and diluted 21,887 22,221 21,996 22,276 21,755 21,974 21,786 22,051

Notes:
(1) The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to investors. In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income and income from continuing operations, both of which are performance measures under GAAP. Such fees and expenses are paid in cash, and therefore such funds will not be available to distribute to investors. Such fees and expenses negatively impact our operating performance during the period in which properties are being acquired. Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property. Acquisition fees and expenses will not be paid or reimbursed, as applicable, to our advisor even if there are no further proceeds from the sale of shares in our offering, and therefore such fees and expenses would need to be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties or from ancillary cash flows.
40
~~(2)~~ Under GAAP, certain intangibles are accounted for at cost and reviewed at least annually for impairment, and certain intangibles are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges relating to amortization of these intangibles, MFFO provides useful supplemental information on the performance of the real estate.
~~(3)~~ Management believes that adjusting for mark-to-market adjustments is appropriate because they are nonrecurring items that may not be reflective of ongoing operations and reflects unrealized impacts on value based only on then current market conditions, although they may be based upon current operational issues related to an individual property or industry or general market conditions. Mark-to-market adjustments are made for items such as ineffective derivative instruments, certain marketable equity securities and any other items that GAAP requires we make a mark-to-market adjustment for. The need to reflect mark-to-market adjustments is a continuous process and is analyzed on a quarterly and/or annual basis in accordance with GAAP.
~~(4)~~(2) Management believes that adjusting for gains or losses related to extinguishment/sale of debt, derivatives or securities holdings is appropriate because they are items that may not be reflective of ongoing operations. By excluding these items, management believes that MFFO provides supplemental information related to sustainable operations that will be more comparable between other reporting periods.
~~(5)~~(3) Under GAAP, rental ~~receipts are allocated to periods using various methodologies.~~revenue is recognized on a straight-line basis. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, providing insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management’s analysis of operating performance.

48
The table below presents our cumulative distributions paid and cumulative FFO attributable to ~~the Company’s~~our common shares:

From inception through
September 30,
2022
FFO attributable to Company’s common shares $ 255,719
Distributions paid $ 274,906
On October 15, 2022, the distribution for the three-month period ending September 30, 2022 of $3.8 million was paid in full using a combination of cash and approximately 7,000 shares of the Company’s common stock issued pursuant to the Company’s DRIP, at a discounted price of $11.16 per share, equal to 95% of the Company’s most current estimated net asset value (“NAV”) per share of $11.75 as of September 30, 2021.
The amount of distributions paid to our stockholders in the future will be determined by our Board and is dependent on a number of factors, including funds available for payment of dividends, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code.
~~New Accounting Pronouncements~~
See Note 2 to the Notes to Consolidated Financial Statements for further information of certain accounting standards that have been adopted during 2022, if any, and certain accounting standards that we have not yet been required to implement and may be applicable to our future operations.
41
From inception through
June 30,
2023
FFO attributable to Company’s common shares $ 251,819
Distributions paid $ 286,382
ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, management, including our chief executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of the evaluation, our chief executive officer and principal financial officer concluded that the disclosure controls and procedures were effective 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.

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There were no material weaknesses identified in the evaluation, and therefore, no corrective actions were taken.

4249

PART II. OTHER INFORMATION:

ITEM 1. LEGAL PROCEEDINGS

From time to time in the ordinary course of business, we may become subject to legal proceedings, claims or disputes.

As of the date hereof, the Company is not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on its results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote.

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

During the period covered by this Form 10-Q, we did not sell any equity securities that were not registered under the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

4350

ITEM 6. EXHIBITS

Exhibit
Number

Description
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15 d-14(a) of the Securities Exchange Act, as amended.
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the SEC and shall not be deemed to be “filed.”
32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the SEC and shall not be deemed to be “filed.”
101* XBRL (eXtensible Business Reporting Language). The following financial information from Lightstone Value Plus REIT I, Inc. on Form 10-Q for the quarter ended ~~September~~June 30, ~~2022,~~2023, filed with the SEC on ~~November~~August 14, ~~2022,~~2023, formatted in XBRL includes: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Comprehensive Income, (4) Consolidated Statements of Stockholders’ Equity, (5) Consolidated Statements of Cash Flows and (6) the Notes to the Consolidated Financial Statement.

* Filed herewith

4451

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.

LIGHTSTONE VALUE PLUS REIT I, INC.

Date: ~~November~~ August 14, ~~2022~~2023 By: /s/ David Lichtenstein
David Lichtenstein
Chairman and Chief Executive Officer (Principal Executive Officer)

Date: ~~November~~ August 14, ~~2022~~2023 By: /s/ Seth Molod
Seth Molod

Chief Financial Officer and Treasurer
(Duly Authorized Officer and Principal Financial and Accounting Officer)

4552


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Net loss	$	(2,196	)	$	(8,455	)	$	(7,718	)	$	(13,420	)

Other comprehensive income/(loss):
Holding (loss)/gain on available for sale debt securities		-			(267	)		(208	)		1,026
Reclassification adjustment for loss/(gain) included in net loss		-			180			359			(1,160	)
Other comprehensive (loss)/income:		-			(87	)		151			(134	)

Comprehensive loss		(2,196	)		(8,542	)		(7,567	)		(13,554	)

Less: Comprehensive income attributable to noncontrolling interests		(541	)		(226	)		(1,067	)		(597	)
Comprehensive loss attributable to the Company’s common shares	$	(2,737	)	$	(8,768	)	$	(8,634	)	$	(14,151	)


										Accumulated												Common						Additional Paid-In			Accumulated Other Comprehensive				Accumulated			Noncontrolling			Total Stockholders’
							Additional			Other									Total			Shares			Amount			Capital			Income				Surplus			Interests			Equity
	Common						Paid-In			Comprehensive			Accumulated			Noncontrolling			Stockholders’
	Shares			Amount			Capital			Income			Surplus			Interests			Equity
BALANCE, June 30, 2021		22,309		$	223		$	169,810		$	483		$	101,813		$	29,903			302,232
BALANCE, March 31, 2022																							22,110		$	221		$	167,519		$	(86	)		$	83,924		$	28,793		$	280,371
Net loss		-			-			-			-			(8,920	)		582			(8,338	)		-			-			-			-				(8,683	)		228			(8,455	)
Other comprehensive loss		-			-			-			(63	)		-			(1	)		(64	)		-			-			-			(85	)	��		-			(2	)		(87	)
Distributions declared (a)		-			-			-			-			(3,889	)		-			(3,889	)		-			-			-			-				(3,839	)		-			(3,839	)
Distributions paid to noncontrolling interests		-			-			-			-			-			(1,340	)		(1,340	)		-			-			-			-				-			(1,076	)		(1,076	)
Contributions received from noncontrolling interests		-			-			-			-			-			146			146
Redemption and cancellation of common shares		(111	)		(1	)		(1,245	)		-			-			-			(1,246	)		(194	)		(2	)		(2,279	)		-				-			-			(2,281	)
Shares issued from distribution reinvestment program		8			-			81			-			-			-			81			7			-			83			-				-			-			83
BALANCE, September 30, 2021		22,206		$	222		$	168,646		$	420		$	89,004		$	29,290		$	287,582
BALANCE, June 30, 2022																							21,923		$	219		$	165,323		$	(171	)		$	71,402		$	27,943		$	264,716

Schedule of revenues on a disaggregated
	For the Three Months ended June 30, 2023		For the Six Months ended June 30, 2023
Hotel revenues
Room	$	6,705	$	9,700
Food, beverage and other		6,238		10,787
Total hotel revenues	$	12,943	$	20,487

Schedule of summary of supplemental cash flow information
Summary of supplemental cash flow information
	For the Nine Months Ended September 30,				For the Six Months Ended June 30,
	2022		2021		2023		2022
Cash paid for interest	$	9,691	$	6,424	$	11,856	$	5,395
Distributions declared but not paid	$	3,831	$	3,889	$	3,807	$	3,840
Investment property acquired but not paid	$	2,059	$	4,483
Capital expenditures for investment property in accounts payable, accrued expenses and other liabilities					$	1,208	$	3,450
Amortization of deferred financing costs included in development projects	$	2,094	$	848	$	-	$	1,253
Holding loss/gain on marketable securities	$	241	$	43	$	151	$	134
Value of shares issued from distribution reinvestment program	$	249	$	242	$	167	$	167
Accrued loan exit fee included in deferred financing costs	$	-	$	1,100
Proceeds from mortgage financing held by related party					$	-	$	28,643

Schedule of development projects
	Amounts Capitalized to Construction in Progress				Capitalized Interest				Capitalized Interest
	As of September 30,		As of December 31,		Three Months Ended September 30,				Nine Months Ended September 30,
Development Project	2022		2021		2022		2021		2022		2021
Lower East Side Moxy Hotel	$	196,284	$	146,747	$	4,024	$	1,722	$	9,792	$	4,068
Exterior Street Project		91,589		87,467		901		477		2,137		1,516
Total	$	287,873	$	234,214	$	4,925	$	2,199	$	11,929	$	5,584

Schedule of condensed statement of operations for the Columbus joint venture
	For the Three Months Ended June 30, 2023			For the Six Months Ended June 30, 2023
Revenues	$	10,496		$	21,007

Property operating expenses		5,387			10,279
General and administrative income		129			84
Depreciation and amortization		4,773			9,519
Operating income		207			1,125

Interest expense and other, net		(6,080	)		(13,286	)
Net loss	$	(5,873	)	$	(12,161	)
Company’s share of net loss (19.0%)	$	(1,116	)	$	(2,311	)
Additional depreciation and amortization expense⁽¹⁾		(24	)		(49	)
Company’s loss from investment	$	(1,140	)	$	(2,360	)

Schedule of condensed balance sheet for the Columbus joint venture
	As of		As of
	June 30, 2023		December 31, 2022
Investment property, net	$	453,335	$	457,339
Cash and restricted cash		14,356		15,770
Other assets		6,141		10,096
Total assets	$	473,832	$	483,205

Mortgages and loans payable, net	$	386,648	$	383,266
Other liabilities		7,861		8,495
Members’ equity		79,323		91,444
Total liabilities and members’ equity	$	473,832	$	483,205

Schedule of preferred investments
Preferred Investments	Dividend Rate		Preferred Investment Balance						Investment Income⁽¹⁾
			As of September 30,			As of December 31,			Three Months Ended September 30,						Nine Months Ended September 30,
																						Preferred Investment Balance							Investment Income⁽¹⁾
																					Dividend			As of June 30,			As of December 31,			Three Months Ended June 30,						Six Months Ended June 30,
Preferred Investments		Dividend Rate			2022			2021			2022			2021			2022			2021			Rate			2023			2022			2023			2022			2023			2022
			$	6,000		$	6,000		$	184		$	184		$	546		$	546		12%			$	-		$	6,000		$	75		$	182		$	254		$	362
				-			8,500			108			261			593			774		12%				-			-			-			230			-			485
Total			$	6,000		$	14,500		$	292		$	445		$	1,139		$	1,320					$	-		$	6,000		$	75		$	412		$	254		$	847

Schedule of summary of notes receivable
							As of September 30, 2022
Joint Venture/Lender	Company’s Ownership Percentage	Loan Commitment Amount	Origination Fee	Origination Date	Maturity Date	Contractual Interest Rate	Outstanding Principal		Reserves			Unamortized Origination Fee			Carrying Value		Unfunded Commitment
LSC 1543 7th LLC	50%	49,000	1.00%	March 2, 2022	August 31, 2023	SOFR plus 7.00% (Floor of 7.15%)	$	49,000	$	(1,821	)	$	(450	)	$	46,729	$	-

							As of December 31, 2021
Joint Venture/Lender	Company’s Ownership Percentage	Loan Commitment Amount	Origination Fee	Origination Date	Maturity Date	Contractual Interest Rate	Outstanding Principal		Reserves			Unamortized Origination Fee			Carrying Value		Unfunded Commitment
LSC 1543 7th LLC ⁽¹⁾	50%	20,000	1.00%	August 27, 2019	February 28, 2022	Libor plus 5.40% (Floor of 7.90%)	$	17,500	$	-		$	(33	)	$	17,467	$	-

LSC 11640 Mayfield LLC ⁽²⁾	50%	18,000	1.50%	March 4, 2020	March 1, 2022	Libor plus 11.00% (Floor of 13.00%)		10,040		(629	)		(24	)		9,387		6,960

Total							$	27,540	$	(629	)	$	(57	)	$	26,854	$	6,960

Summary of notes receivable
Joint Venture/Lender	Company’s Ownership Percentage	Loan Commitment Amount		Origination Fee	Origination Date	Maturity Date	Contractual Interest Rate	Outstanding Principal		Reserves			Unamortized Origination Fee			Carrying Value		Unfunded Commitment
								As of June 30, 2023
LSC 1543 7th LLC	50%	$	49,000	1.00%	March 2, 2022	August 31, 2023	SOFR plus 7.00% (Floor of 7.15%)	$	35,000	$	-		$	(82	)	$	34,918	$	-

								As of December 31, 2022
LSC 1543 7th LLC	50%	$	49,000	1.00%	March 2, 2022	August 31, 2023	SOFR plus 7.00% (Floor of 7.15%)	$	49,000	$	(614	)	$	(327	)	$	48,059	$	-

Schedule of interest earned for each of the joint venture promissory notes
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
Joint Venture/Lender	2022		2021		2022		2021
LSC 1543 7th LLC	$	1,230		454	$	2,957	$	1,348
LSC 162nd Capital I LLC		-		123		-		373
LSC 162nd Capital II LLC		-		266		-		807
LSC 1650 Lincoln LLC		-		545		-		1,618
LSC 11640 Mayfield LLC		-		383		455		1,125
LSC 11640 Newkirk LLC		-		-		-		1,585

Total	$	1,230	$	1,771	$	3,412	$	6,856

Summarizes the interest earned for each of the joint venture promissory notes
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Joint Venture/Lender	2023		2022		2023		2022
LSC 1543 7th LLC	$	1,201		1,038	$	2,699	$	1,727
LSC 11640 Mayfield LLC		-		-		-		455
Total	$	1,201	$	1,038	$	2,699	$	2,182

Schedule of summary of available for sale securities and other investments
Summary of available for sale securities and other investments
	As of September 30, 2022									As of June 30, 2023
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Marketable Securities:
Equity securities:
Common and Preferred Equity Securities	$	24,600	$	-	$	(2,905	)	$	21,695	$	20,421	$	72	$	(1,254	)	$	19,239
Marco OP Units and Marco II OP Units		19,227		-		(448	)		18,779		19,227		4,936		-			24,163
		43,827		-		(3,353	)		40,474	$	39,648	$	5,008	$	(1,254	)	$	43,402
Debt securities:
Corporate Bonds		1,290				(270	)		1,020

Total	$	45,117	$	-	$	(3,623	)	$	41,494

	As of December 31, 2021									As of December 31, 2022
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Marketable Securities:
Equity securities:
Common and Preferred Equity Securities	$	24,932	$	2,541	$	(135	)	$	27,338	$	22,993	$	-	$	(2,103	)	$	20,890
Marco OP Units and Marco II OP Units		19,227		14,204		-			33,431		19,227		5,355		-			24,582
		44,159		16,745		(135	)		60,769		42,220		5,355		(2,103	)		45,472
Debt securities:
Corporate Bonds		2,073		-		(28	)		2,045		602		-		(150	)		452

Total	$	46,232	$	16,745	$	(163	)	$	62,814	$	42,822	$	5,355	$	(2,253	)	$	45,924

	●	Level 1 – Quoted prices in active markets for identical assets or liabilities.

	●	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	●	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Schedule of marketable securities measured at fair value on a recurring basis
	Fair Value Measurement Using								Fair Value Measurement Using
As of September 30, 2022	Level 1		Level 2		Level 3		Total
As of June 30, 2023									Level 1		Level 2		Level 3		Total
Marketable Securities:
Common and Preferred Equity Securities	$	870	$	20,825	$	-	$	21,695	$	1,119	$	18,120	$	-	$	19,239
Marco OP and OP II Units		-		18,779		-		18,779		-		24,163		-		24,163
Corporate Bonds		-		1,020		-		1,020
Total	$	870	$	40,624	$	-	$	41,494	$	1,119	$	42,283	$	-	$	43,402

Derivative Financial Instruments:
Interest Rate Cap Contracts	$	-	$	3,110	$	-	$	3,110	$	-	$	2,880	$	-	$	2,880

	Fair Value Measurement Using
As of December 31, 2022	Level 1		Level 2		Level 3		Total
Marketable Securities:
Common and Preferred Equity Securities	$	1,138	$	19,752	$	-	$	20,890
Marco OP and OP II Units		-		24,582		-		24,582
Corporate Bonds		-		452		-		452
Total	$	1,138	$	44,786	$	-	$	45,924

Derivative Financial Instruments:
Interest Rate Cap Contracts	$	-	$	3,279	$	-	$	3,279

Schedule of contractual maturity
	As of
	September 30, 2022
Due in 1 year	$	-
Due in 1 year through 5 years		-
Due in 5 years through 10 years		-
Due after 10 years		1,020
Total	$	1,020

Schedule of mortgages payable
Property/Investment	Interest Rate	Weighted Average Interest Rate for the Six Months Ended June 30, 2023	Maturity Date	Amount Due at Maturity		As of June 30, 2023			As of December 31, 2022
Gantry Park Landing	4.48%	4.48%	November 2024	$	65,317	$	67,428		$	68,151

Lower East Side Moxy Hotel Senior	LIBOR + 7.50% (floor of 7.75%)	10.40%	June 2024		90,000		90,000			82,811

Lower East Side Moxy Hotel Junior	LIBOR + 13.50% (floor of 14.00%)	16.72%	June 2024		40,000		40,000			40,000

Exterior Street Project	SOFR + 2.60%	7.45%	November 2023		35,000		35,000			35,000

Exterior Street Project Supplemental	SOFR + 2.60%	7.45%	November 2023		7,000	��	7,000			7,000

LSC 1543 7th LLC Note Receivable	SOFR + 3.50%	8.50%	December 2023		21,529		21,529			32,152

Total mortgages payable		9.21%		$	258,846		260,957			265,114

Less: Deferred financing costs							(2,843	)		(4,535	)

Total mortgages payable, net						$	258,114		$	260,579

		Location			Year Built			Leasable Units				Percentage Occupied as of June 30, 2023				Annualized Revenues based on rents at June 30, 2023				Annualized Revenues per unit at June 30, 2023
Gantry Park Landing		Queens, New York			2013				199				98	%		$	9.4 million			$	47,957

		Preferred Investment Balance				Investment Income ⁽¹⁾									Preferred Investment Balance				Investment Income⁽¹⁾
	Dividend	As of September 30,		As of December 31,		Three Months Ended September 30,				Nine Months Ended September 30,				Dividend	As of June 30,		As of December 31,		Three Months Ended June 30,				Six Months Ended June 30,
Preferred Investments	Rate	2022		2021		2022		2021		2022		2021		Rate	2023		2022		2023		2022		2023		2022
40 East End Avenue	12%	$	6,000	$	6,000	$	184	$	184	$	546	$	546	12%	$	-	$	6,000	$	75	$	182	$	254	$	362
East 11th Street	12%		-		8,500		108		261		593		774	12%		-		-		-		230				485
Total		$	6,000	$	14,500	$	292	$	445	$	1,139	$	1,320		$	-	$	6,000	$	75	$	412	$	254	$	847

Joint Venture/Lender	Company’s Ownership Percentage	Loan Commitment Amount		Origination Fee	Origination Date	Maturity Date	Contractual Interest Rate	Outstanding Principal		Reserves			Unamortized Origination Fee			Carrying Value		Unfunded Commitment
								As of June 30, 2023
LSC 1543 7th LLC	50%	$	49,000	1.00%	March 2, 2022	August 31, 2023	SOFR plus 7.00% (Floor of 7.15%)	$	35,000	$	-		$	(82	)	$	34,918	$	-

								As of December 31, 2022
LSC 1543 7th LLC	50%	$	49,000	1.00%	March 2, 2022	August 31, 2023	SOFR plus 7.00% (Floor of 7.15%)	$	49,000	$	(614	)	$	(327	)	$	48,059	$	-

Contractual Obligations	2023		2024		2025		2026		2027		Thereafter		Total
Mortgage Payable	$	64,260	$	196,697	$	-	$	-	$	-	$	-	$	260,957
Interest Payments¹		13,580		12,699		-		-		-		-		26,279
Total Contractual Obligations	$	77,840	$	209,396	$	-	$	-	$	-	$	-	$	287,236

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021			June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Net (loss)/income	$	(13,359	)	$	(8,338	)	$	(26,779	)	$	14,400
Net loss													$	(2,196	)	$	(8,455	)	$	(7,718	)	$	(13,420	)
FFO adjustments:
Depreciation and amortization of real estate assets		478			1,545			1,976			3,826
Depreciation and amortization														1,683			649			3,351			1,498
Adjustments to equity earnings from unconsolidated affiliated entity														932			-			1,858			-
Gain on disposal of investment property		(1,105	)		(213	)		(1,154	)		(3,802	)		-			(49	)		(1,121	)		(49	)
Loss on disposal of asset		16,593			-			16,593			-
Impairment loss		-			11,341			-			11,341
FFO		2,607			4,335			(9,364	)		25,765			419			(7,855	)		(3,630	)		(11,971	)
MFFO adjustments:
Other Adjustment
Acquisition and other transaction related costs expensed⁽¹⁾		-			-			-			-
Amortization of above or below market leases and liabilities⁽²⁾		-			-			-			-
Mark-to-market adjustments⁽³⁾		(415	)		3,407			17,116			(10,670	)
(Gain)/loss on debt extinguishment⁽⁴⁾		-			(175	)		-			143
Gain on sale of marketable securities⁽⁴⁾		-			(4,669	)		(1,160	)		(4,653	)
Noncash adjustments:
Mark to market adjustments⁽¹⁾														(1,090	)		9,387			(131	)		17,531
Loss/(gain) on sale of marketable securities⁽²⁾														-			179			359			(1,160	)
MFFO		2,192			2,898			6,592			10,585			(671	)		1,711			(3,402	)		4,400
Straight-line rent⁽⁵⁾		2			22			27			(16	)
Straight-line rent⁽³⁾														(13	)		2			(2	)		25
MFFO - IPA recommended format	$	2,194		$	2,920		$	6,619		$	10,569		$	(684	)	$	1,713		$	(3,404	)	$	4,425

Net (loss)/income	$	(13,359	)	$	(8,338	)	$	(26,779	)	$	14,400
Net loss													$	(2,196	)	$	(8,455	)	$	(7,718	)	$	(13,420	)
Less: income attributable to noncontrolling interests		(183	)		(582	)		(783	)		(3,332	)		(541	)		(228	)		(1,075	)		(600	)
Net (loss)/income applicable to Company’s common shares	$	(13,542	)	$	(8,920	)	$	(27,562	)	$	11,068
Net (loss)/income per common share, basic and diluted	$	(0.62	)	$	(0.40	)	$	(1.25	)	$	0.50
Net loss applicable to Company’s common shares													$	(2,737	)	$	(8,683	)	$	(8,793	)	$	(14,020	)
Net loss per common share, basic and diluted													$	(0.13	)	$	(0.40	)	$	(0.40	)	$	(0.64	)

FFO	$	2,607		$	4,335		$	(9,364	)	$	25,765		$	419		$	(7,855	)	$	(3,630	)	$	(11,971	)
Less: FFO attributable to noncontrolling interests		(698	)		(1,018	)		(1,650	)		(4,058	)		(822	)		(402	)		(1,490	)		(953	)
FFO attributable to Company’s common shares	$	1,909		$	3,317		$	(11,014	)	$	21,707		$	(403	)	$	(8,257	)	$	(5,120	)	$	(12,924	)
FFO per common share, basic and diluted	$	0.09		$	0.15		$	(0.50	)	$	0.97		$	(0.02	)	$	(0.38	)	$	(0.24	)	$	(0.59	)

MFFO - IPA recommended format	$	2,194		$	2,920		$	6,619		$	10,569		$	(684	)	$	1,713		$	(3,404	)	$	4,425
Less: MFFO attributable to noncontrolling interests		(736	)		(923	)		(2,623	)		(3,421	)		(760	)		(937	)		(1,511	)		(1,887	)
MFFO attributable to Company’s common shares	$	1,458		$	1,997		$	3,996		$	7,148		$	(1,444	)	$	776		$	(4,915	)	$	2,538

Weighted average number of common shares outstanding, basic and diluted		21,887			22,221			21,996			22,276			21,755			21,974			21,786			22,051

	From inception through September 30, 2022
FFO attributable to Company’s common shares	$	255,719
Distributions paid	$	274,906

	From inception through
	June 30, 2023
FFO attributable to Company’s common shares	$	251,819
Distributions paid	$	286,382

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15 d-14(a) of the Securities Exchange Act, as amended.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the SEC and shall not be deemed to be “filed.”
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the SEC and shall not be deemed to be “filed.”
101*		XBRL (eXtensible Business Reporting Language). The following financial information from Lightstone Value Plus REIT I, Inc. on Form 10-Q for the quarter ended ~~September~~June 30, ~~2022,~~2023, filed with the SEC on ~~November~~August 14, ~~2022,~~2023, formatted in XBRL includes: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Comprehensive Income, (4) Consolidated Statements of Stockholders’ Equity, (5) Consolidated Statements of Cash Flows and (6) the Notes to the Consolidated Financial Statement.

	LIGHTSTONE VALUE PLUS REIT I, INC.

Date:	~~November~~ August 14, ~~2022~~2023	By:	/s/ David Lichtenstein
		David Lichtenstein
		Chairman and Chief Executive Officer (Principal Executive Officer)