Cover
Cover - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-54047 | ||
Entity Registrant Name | LIGHTSTONE VALUE PLUS REIT II, INC. | ||
Entity Central Index Key | 0001436975 | ||
Entity Tax Identification Number | 83-0511223 | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Address, Address Line One | 1985 Cedar Bridge Avenue | ||
Entity Address, Address Line Two | Suite 1 | ||
Entity Address, City or Town | Lakewood | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08701 | ||
City Area Code | 732 | ||
Local Phone Number | 367-0129 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 17,100 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
Auditor Name | EISNERAMPER LLP | ||
Auditor Location | New Jersey | ||
Auditor Firm ID | 274 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investment property: | ||
Land and improvements | $ 32,208 | $ 36,709 |
Building and improvements | 177,550 | 203,660 |
Furniture and fixtures | 33,037 | 36,313 |
Construction in progress | 125 | 119 |
Gross investment property | 242,920 | 276,801 |
Less accumulated depreciation | (62,835) | (61,626) |
Net investment property | 180,085 | 215,175 |
Investments in unconsolidated affiliated entities | 13,793 | 17,958 |
Cash and cash equivalents | 42,233 | 15,126 |
Marketable securities, available for sale | 4,193 | 6,777 |
Restricted cash | 333 | 1,833 |
Accounts receivable and other assets | 4,805 | 3,867 |
Total Assets | 245,442 | 260,736 |
Liabilities and Stockholders’ Equity | ||
Accounts payable and other accrued expenses | 7,977 | 6,525 |
Margin loan | 2,292 | |
Mortgages payable, net | 118,180 | 136,167 |
Notes payable | 3,746 | |
Due to related party | 462 | 538 |
Total liabilities | 126,619 | 149,268 |
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; 100.0 million shares authorized, 17.1 million and 17.3 million shares issued and outstanding, respectively | 171 | 173 |
Additional paid-in-capital | 144,971 | 146,308 |
Accumulated other comprehensive income | 7 | |
Accumulated deficit | (37,663) | (46,506) |
Total Company stockholders’ equity | 107,486 | 99,975 |
Noncontrolling interests | 11,337 | 11,493 |
Total Stockholders’ Equity | 118,823 | 111,468 |
Total Liabilities and Stockholders’ Equity | $ 245,442 | $ 260,736 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 10,000 | 10,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 100,000 | 100,000 |
Common Stock, shares issued | 17,100 | 17,300 |
Common Stock, shares outstanding | 17,100 | 17,300 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 55,261 | $ 47,991 |
Expenses: | ||
Property operating expenses | 39,239 | 32,522 |
Real estate taxes | 2,899 | 3,198 |
General and administrative costs | 5,129 | 4,803 |
Depreciation and amortization | 7,945 | 10,383 |
Total expenses | 55,212 | 50,906 |
Interest and dividend income | 431 | 272 |
Interest expense | (6,686) | (6,015) |
Gain on forgiveness of debt | 3,791 | 3,387 |
Gain on sale of investment property | 8,524 | |
Other expense, net | (579) | (172) |
Income from investments in unconsolidated affiliated entities | 3,358 | 44 |
Net income/(loss) | 8,888 | (5,399) |
Less: net (income)/loss attributable to noncontrolling interests | (45) | 79 |
Net income/(loss) applicable to Company’s common shares | $ 8,843 | $ (5,320) |
Net loss per Company’s common share, basic and diluted | $ 0.51 | $ (0.31) |
Weighted average number of common shares outstanding, basic and diluted | 17,229 | 17,407 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net income/(loss) | $ 8,888 | $ (5,399) |
Other comprehensive income/(loss): | ||
Holding gain/(loss) on available for sale securities | 7 | (82) |
Other comprehensive income/(loss) | 7 | (82) |
Comprehensive income/(loss) | 8,895 | (5,481) |
Less: Comprehensive (income)/loss attributable to noncontrolling interests | $ (45) | $ 79 |
Comprehensive income/(loss) attributable to the Company’s common shares | 8,850 | (5,402) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 174 | $ 147,100 | $ 82 | $ (41,186) | $ 11,599 | $ 117,769 |
Beginning balance, shares at Dec. 31, 2020 | 17,430 | |||||
Net income | (5,320) | (79) | (5,399) | |||
Other comprehensive income | (82) | (82) | ||||
Contributions of noncontrolling interests | 78 | 78 | ||||
Distributions paid to noncontrolling interests | (105) | (105) | ||||
Redemption and cancellation of shares | $ (1) | (792) | (793) | |||
Redemption and cancellation of shares (in shares) | (99) | |||||
Ending balance, value at Dec. 31, 2021 | $ 173 | 146,308 | (46,506) | 11,493 | 111,468 | |
Ending balance, shares at Dec. 31, 2021 | 17,331 | |||||
Net income | 8,843 | 45 | 8,888 | |||
Other comprehensive income | 7 | 7 | ||||
Acquisition of non-controlling interest in a subsidiary | 74 | (94) | (20) | |||
Distributions paid to noncontrolling interests | (107) | (107) | ||||
Redemption and cancellation of shares | $ (2) | (1,411) | (1,413) | |||
Redemption and cancellation of shares (in shares) | (159) | |||||
Ending balance, value at Dec. 31, 2022 | $ 171 | $ 144,971 | $ 7 | $ (37,663) | $ 11,337 | $ 118,823 |
Ending balance, shares at Dec. 31, 2022 | 17,172 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income/(loss) | $ 8,888 | $ (5,399) |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 7,945 | 10,383 |
Amortization of deferred financing costs | 328 | 369 |
Gain on sale of investment property | (8,524) | |
Unrealized loss on marketable equity securities | 380 | 44 |
Gain on forgiveness of debt | (3,791) | (3,387) |
Income from investments in unconsolidated affiliated entities | (3,358) | (44) |
Other non-cash adjustments | 486 | 181 |
Changes in assets and liabilities: | ||
Increase in accounts receivable and other assets | (1,508) | (1,194) |
Increase/(decrease) in accounts payable and other accrued expenses | 1,499 | (1,289) |
Decrease in due to related party | (82) | (80) |
Net cash provided by/(used in) operating activities | 2,263 | (416) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of investment property | (843) | (510) |
Purchase of noncontrolling interest in a subsidiary | (20) | |
Purchase of marketable securities | (887) | |
Proceeds from sale of marketable debt securities | 3,015 | |
Proceeds from sale of investment property, net of closing costs | 36,744 | |
Investments in unconsolidated affiliated entities | (3,325) | |
Distributions from unconsolidated affiliated entities | 7,523 | 770 |
Net cash provided by/(used in) investing activities | 45,532 | (3,065) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on mortgages payable | (17,979) | (200) |
Payments on margin loan, net | (2,292) | (402) |
Payment of loan fees and expenses | (397) | (307) |
Proceeds received from notes payable | 3,746 | |
Redemption and cancellation of common shares | (1,413) | (793) |
Contribution of noncontrolling interests | 78 | |
Distributions to noncontrolling interests | (107) | (105) |
Net cash (used in)/provided by financing activities | (22,188) | 2,017 |
Change in cash, cash equivalents and restricted cash | 25,607 | (1,464) |
Cash, cash equivalents and restricted cash, beginning of year | 16,959 | 18,423 |
Cash, cash equivalents and restricted cash, end of year | $ 42,566 | $ 16,959 |
Structure
Structure | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Structure | 1. Structure Lightstone Value Plus REIT II, Inc. (“Lightstone REIT II”), which was formerly known as Lightstone Value Plus Real Estate Investment Trust II, Inc. before September 16, 2021, is a Maryland corporation formed on April 28, 2008, which elected to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2009. Lightstone REIT II is structured as an umbrella partnership REIT, or UPREIT, and substantially all of its current and future business will be conducted through Lightstone Value Plus REIT II LP, a Delaware limited partnership (the “Operating Partnership”). As of December 31, 2022, Lightstone REIT II held an approximately 99% Lightstone REIT II and the Operating Partnership and its subsidiaries are collectively referred to as the “Company” and the use of “we,” “our,” “us” or similar pronouns in these consolidated financial statements Through the Operating Partnership, the Company owns and operates commercial properties and makes real estate-related investments. Since its inception, the Company has primarily acquired and operated commercial hospitality properties, principally consisting of limited-service-hotels all located in the United States. However, its commercial holdings may also consist of full-service hotels, and to a lesser extent, retail (primarily multi-tenanted shopping centers), industrial and office properties. The Company’s real estate investments are held by it alone or jointly with other parties. In addition, the Company may invest up to 20% of its net assets in collateralized debt obligations, commercial mortgage-backed securities (“CMBS”) and mortgage and mezzanine loans secured, directly or indirectly, by the same types of properties which it may acquire directly. Although most of its investments are these types, the Company may invest in whatever types of real estate or real estate-related investments that it believes are in its best interests. The Company evaluates all of its real estate investments as one operating segment. The Company currently intends to hold its investments until such time as it determines that a sale or other disposition appears to be advantageous to achieve its investment objectives or until it appears that the objectives will not be met. As of December 31, 2022, we (i) majority owned and consolidated the operating results and financial condition of 12 limited-service hotels containing a total of 1,582 rooms, (ii) held an unconsolidated 48.6 50.0% membership interest in LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”), an affiliated real estate entity that owns and operates a 183-room limited-service hotel located in Long Island City, New York (the “Hilton Garden Inn – Long Island City”). The Company The Brownmill Joint Venture owns two retail properties known as Browntown Shopping Center, located in Old Bridge, New Jersey, and Millburn Mall, located in Vauxhaull, New Jersey. The Hilton Garden Inn Joint Venture owns a 183-room, limited-service hotel (the “Hilton Garden Inn – Long Island City) located in the Long Island City neighborhood in the Queens borough of New York City. Both the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture are between the Company and related parties. As of December 31, 2022, seven of the Company’s consolidated limited-service hotels are held in LVP Holdco JV LLC (the “Hotel Joint Venture”), a joint venture formed between the Company and Lightstone Value Plus REIT, Inc. (“Lightstone REIT I”), a related party REIT also sponsored by The Lightstone Group, LLC. The Company and Lightstone I have 97.5% and 2.5% membership interests in the Hotel Joint Venture, respectively. Additionally, as of December 31, 2022, one of the Company’s consolidated hotels also has ownership interests held by unrelated minority owners. The membership interests of Lightstone I and the unrelated minority owners are accounted for as noncontrolling interests. The Company’s advisor is Lightstone Value Plus REIT II LLC (the “Advisor”), which is majority owned by David Lichtenstein. On May 20, 2008, the Advisor contributed $ 2 20,000 200 10.00 Mr. Lichtenstein also is a majority owner of the equity interests of the Lightstone Group, LLC. 17.7 The Company has no employees. The Company’s Advisor and its affiliates perform a full range of real estate services for it, including asset management, accounting, legal, and property management, as well as investor relations services. The Company is dependent on the Advisor and its affiliates for services that are essential to it, including asset management and acquisition, disposition and financing activities, and other general administrative responsibilities. If the Advisor and its affiliates are unable to provide these services to the Company, it would be required to provide the services itself or obtain the services from other parties. The Company also uses other unaffiliated third-party property managers, principally for the management of its hospitality properties. The Company’s Common Shares are not currently listed on a national securities exchange. The Company may seek to list its Common Shares for trading on a national securities exchange only if a majority of its 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 Common Shares until they are listed for trading. On January 17, 2023, the Company’s stockholders approved an amendment and restatement to the Company’s charter pursuant to which Current Environment The Company’s operating results and financial condition and uncertainty as a result of recent banking failures 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, developments related to the COVID-19 pandemic, and other changes in economic conditions, may adversely affect the Company’s results of operations and financial performance. Noncontrolling Interests – Partners of the Operating Partnership Limited Partner On May 20, 2008, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Associate General Partner In connection with the Company’s Offerings, the Associate General Partner contributed (i) cash of $ 12.9 48.6 4.8 177.0 17.7 As the indirect majority owner of the Associate General Partner, Mr. Lichtenstein is the beneficial owner of a 99% interest in such Subordinated Profits Interests and thus receives an indirect benefit from any distributions made in respect thereof. These Subordinated Profits Interests may entitle the Associate General Partner to a portion of any regular distributions that the Company makes to its stockholders, but only after its stockholders have received a stated preferred return. There have been no distributions declared on the Subordinated Profits Interests for any periods after December 31, 2019. Since the Company’s inception through December 31, 2022, the cumulative distributions declared and paid on the Subordinated Profits Interests were $7.9 million. Any future distributions on the Subordinated Profits Interests will always be subordinated until stockholders receive a stated preferred return. The Subordinated Profits Interests may also entitle Lightstone SLP II, LLC to a portion of any liquidating distributions made by the Operating Partnership. The value of such distributions will depend upon the net sale proceeds upon the liquidation of the Company and, therefore, cannot be determined at the present time. Liquidating distributions to Lightstone SLP II, LLC will always be subordinated until stockholders receive a distribution equal to their initial investment plus a stated preferred return. Other Noncontrolling Interests in Consolidated Subsidiaries Other noncontrolling interests consist of the (i) membership interest in the Hotel Joint Venture held by Lightstone I and (ii) membership interests held by minority owners in one of the Company’s hotels. The Company’s Sponsor, Advisor and its affiliates, including the Special Limited Partner, are related parties of the Company as well as the other public REITs also sponsored and/or advised by these entities. Certain of these entities are entitled to compensation and reimbursement for services and costs incurred related to the investment, management and disposition of our assets during the Company’s acquisition, operational and liquidation stages. The compensation levels during the acquisition and operational stages are 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. See Notes 4 and 9 for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Lightstone REIT II and the Operating Partnership and its subsidiaries (over which Lightstone REIT II exercises financial and operating control). As of December 31, 2022, Lightstone REIT II had a 99 The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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 investment property and investments in other unconsolidated real estate entities and depreciable lives of long-lived assets. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. Investments in other unconsolidated real estate entities where the Company has the ability to exercise significant influence, but does not exercise financial and operating control and is not considered to be the primary beneficiary Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. All cash equivalents are held in commercial paper and money market funds. As required by the Company’s lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, debt service payments and other reserves for certain of our consolidated properties. Capital reserves are typically utilized for non-operating expenses such as major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves. 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: Summary of supplemental cash flow information Year Ended December 31, 2022 2021 Cash and cash equivalents $ 42,233 $ 15,126 Restricted cash 333 1,833 Total cash, cash equivalents and restricted cash $ 42,566 $ 16,959 Supplemental disclosure of cash flow information: Cash paid for interest $ 6,107 $ 8,091 Holding loss on available for sale securities $ 7 $ 82 Marketable Securities Marketable securities consist of equity and debt securities that are designated as available-for-sale. Marketable debt securities are recorded at fair value and unrealized holding gains or losses are reported as a component of accumulated other comprehensive income. The Company’s marketable equity securities are recorded at fair value and unrealized holding gains and losses are recognized on the consolidated statements of operations. Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a debt security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below our amortized cost basis, any adverse changes in the financial condition of the issuers and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Revenue Recognition Revenues consist of amounts derived from hotel operations, including occupied hotel rooms and sales of food, beverage and other ancillary services and are presented on a disaggregated basis below. Revenues are recorded net of any sales or occupancy tax collected from our guests. Room revenue is generated through contracts with customers whereby the customers agree to pay a daily rate for right to use a hotel room. The Company’s contract performance obligations are fulfilled at the end of the day that the customer is provided the room and revenue is recognized daily at the contract rate. Payment from the customer is secured at the end of the contract upon check-out by the customer from our hotel. The Company participates in frequent guest programs sponsored by the brand owners of our hotels whereby the brand owner allows guests to earn loyalty points during their hotel stay. The Company recognizes revenue at the amount earned that it will receive from the brand owner when a guest redeems their loyalty points by staying at one of the Company’s hotels. Revenue from food, beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized when these goods or services are provided to the customer and the Company’s contract performance obligations have been fulfilled. Some contracts for rooms, food, beverage or other services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The contract liabilities are not significant. The Company notes no significant judgments regarding the recognition of room, food and beverage or other revenues. The following table represents the total revenues from hotel operations on a disaggregated basis Schedule of total revenues from hotel operations on a disaggregated basis For the Year Ended December 31, Revenues 2022 2021 Room $ 52,744 $ 45,803 Food, beverage and other 2,517 2,188 Total revenues $ 55,261 $ 47,991 Accounts Receivable The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. The Company’s reported net income or loss is directly affected by management’s estimate of the collectability of accounts receivable. Investment in Real Estate Accounting for Asset Acquisitions When the Company makes an investment in real estate assets, the cost of real estate assets acquired in an asset acquisition are allocated to the acquired tangible assets, consisting of land, building and improvements, furniture and fixtures and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, acquired in-place leases, and the value of tenant relationships, based in each case on their relative fair values, at the date of acquisition, based on evaluation of information and estimates available at that date, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other relevant market data. Fees incurred related to asset acquisitions are capitalized as part of the cost of the investment. Carrying Value of Assets The amounts capitalized as a result of periodic improvements and additions to real estate property, when applicable, and the periods over which the assets are depreciated or amortized, are determined based on the application of accounting standards that may require estimates as to fair value and the allocation of various costs to the individual assets. Differences in the amount attributed to the assets can be significant based upon the assumptions made in calculating these estimates. Impairment Evaluation The Company evaluates its investments in real estate assets for potential impairment whenever events or changes in circumstances indicate that the undiscounted projected cash flows are less than the carrying amount for a particular property. The Company evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. No single indicator would necessarily result in the Company preparing an estimate to determine if an individual property’s future undiscounted cash flows are less than its carrying value. The Company uses judgment to determine if the severity of any single indicator, or the fact that there are a number of indicators of less severity that when combined, would result in an indication that a property requires an estimate of the undiscounted cash flows to determine if an impairment has occurred. Relevant facts and circumstances include, among others, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. The undiscounted projected cash flows used for the impairment analysis are subjective and require the Company to use its judgment and the determination of estimated fair value are based on the Company’s plans for the respective assets and the Company’s views of market and economic conditions. The estimates consider matters such as future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition, and recent sales data for comparable properties. An impairment loss is recognized only if the carrying amount of a property is not recoverable and exceeds its fair value. Depreciation and Amortization Depreciation expense is computed based on the straight-line method over the estimated useful life of the applicable real estate asset. We generally use estimated useful lives of up to 39 5 10 Deferred Costs Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations. Unamortized deferred financing costs are included as a direct deduction from the related debt in the consolidated balance sheets. Investments in Unconsolidated Entities The Company evaluates all investments in other entities for consolidation. The Company considers its percentage interest in the joint venture, evaluation of control and whether a variable interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated investment under the equity method of accounting. If an investment qualifies for the equity method of accounting, the Company’s investment is recorded initially at cost, and subsequently adjusted for equity in net income or loss and cash contributions and distributions. The net income or loss of an unconsolidated investment is allocated to its investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences, if any, between the carrying amount of the Company’s investment in the respective joint venture and our share of the underlying equity of such unconsolidated entity are amortized over the respective lives of the underlying assets as applicable. These items are reported as a single line item in the statements of operations as earnings from investments in unconsolidated entities. The Company reviews investments for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. The Company believes no impairment of its investments in unconsolidated affiliated entities existed as of December 31, 2022 and 2021. Tax Status and Income Taxes The Company elected to be taxed and qualify as a REIT commencing with the taxable year ended December 31, 2009. As a REIT, the Company generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its stockholders. To maintain its REIT qualification under the Internal Revenue Code of 1986, as amended, or the Code, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90 To maintain its qualification as a REIT, the Company engages in certain activities through taxable REIT subsidiaries (“TRSs”), including when it acquires a hotel it usually establishes a TRS and enters into an operating lease agreement for the hotel. As such, the Company is subject to U.S. federal and state income taxes and franchise taxes from these activities. As of December 31, 2022 and 2021, the Company had no material uncertain income tax positions. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and other assets, accounts payable and other accrued expenses, margin loan, notes payable and due to related party approximated their fair values as of December 31, 2022 and 2021 because of the short maturity of these instruments. As of , 2022, the estimated fair value our mortgage payable approximated its carrying value because of the floating interest rate. The carrying amount and estimated fair value of our mortgages payable as of December 31, 2021 are as follows: Summary of estimated fair value of mortgages payable Carrying Amount Estimated Fair Value Mortgages payable $ 136,464 $ 136,592 The fair value of our mortgages payable was determined by discounting the future contractual interest and principal payments by market interest rates. Concentration of Risk At December 31, 2022 and 2021, 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 or restricted cash. Basic and Diluted Net Earnings per Common Share The Company had no potentially dilutive securities outstanding during the periods presented. Accordingly, earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares of Common Shares outstanding during the applicable period. New Accounting Pronouncements In June 2016, the FASB issued an accounting standards update which replaces the incurred loss impairment methodology currently in use with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption 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 and determined that other recently issued accounting pronouncements will not have a material impact on its financial position, results of operations and cash flows, or do not apply to its current operations. |
Disposition Activities
Disposition Activities | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Disposition Activities | 3. Disposition Activities Disposition of the Courtyard – Paso Robles On March 22, 2022, the Company completed the disposition of a 130-room hotel located in Paso Robles, California, which operates as a Courtyard by Marriott (the “Courtyard – Paso Robles”), to an unaffiliated third party, for a contractual sales price of $ 32.3 13.4 14.1 17.8 7.5 Disposition of the TownePlace Suites - Little Rock On July 14, 2022, the Company completed the disposition of a 92-room hotel located in Little Rock, Arkansas, which operates as a TownePlace Suites (the “TownePlace Suites - Little Rock”) to an unaffiliated third party, for a contractual sales price of $ 5.9 4.6 on the Revolving Credit Facility 1.2 . 1.0 The dispositions of the Courtyard – Paso Robles and the TownePlace Suites - Little Rock did not qualify to be reported as discontinued operations since the dispositions did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the operating results of the Courtyard – Paso Robles and the TownePlace Suites - Little Rock are reflected in the Company’s results from continuing operations for all periods presented through their respective dates of disposition. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliated Entities | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliated Entities | 4. Investments in Unconsolidated Affiliated Entities The entities listed below are partially owned by the Company. The Company accounts for these investments under the equity method of accounting as the Company exercises significant influence, but does not exercise financial and operating control over these entities. A summary of the Company’s investments in unconsolidated affiliated entities is as follows: Summary of investments in unconsolidated entities As of Entity Date of Ownership Ownership % December 31, December 31, Brownmill Joint Venture Various 48.6 % $ 4,204 $ 6,793 Hilton Garden Inn Joint Venture March 27, 2018 50.0 % 9,589 11,165 Total investments in unconsolidated affiliated real estate entities $ 13,793 $ 17,958 Brownmill Joint Venture During 2010 through 2012, the Company entered into various contribution agreements with Lightstone Holdings LLC (“LGH”), a wholly-owned subsidiary of the Sponsor, pursuant to which LGH contributed to the Company an aggregate 48.6 48 100 4.8 As of December 31, 2022, the Company owns a 48.6 5.6 2.0 0.3 The Brownmill Joint Venture owns two retail properties known as Browntown Shopping Center, located in Old Bridge, New Jersey, and Millburn Mall, located in Vauxhaull, New Jersey. Brownmill Joint Venture Financial Information The Company’s carrying value of its interest in the Brownmill Joint Venture differs from its share of member’s equity reported in the condensed balance sheet of the Brownmill Joint Venture because the basis of the Company’s investment is in excess of the historical net book value of the Brownmill Joint Venture. The Company’s additional basis, which has been allocated to depreciable assets, is being recognized on a straight-line basis over the estimated useful lives of the appropriate assets. The following table represents the condensed income statements for the Brownmill Joint Venture for the periods indicated: Schedule of condensed income statements For the Year For the Year Revenues $ 4,139 $ 3,919 Property operating expenses 1,792 1,467 Depreciation and amortization 823 767 Operating income 1,524 1,685 Gain on disposition of real estate (1) 5,816 - Interest expense and other, net (563 ) (655 ) Net income $ 6,777 $ 1,030 Company’s share of earnings (48.6%) $ 3,293 $ 501 Additional depreciation and amortization expense (2) (316 ) (124 ) Company’s earnings from investment $ 2,977 $ 377 Notes: (1) During the year ended December 31, 2022, the Brownmill Joint Venture recognized a gain on disposition of real estate of $5.8 million in connection with the sale of an outparcel of land and the buildings and improvements thereon at Browntown Shopping Center for a contractual sales price of $10.5 million on August 12, 2022. (2) Additional depreciation and amortization expense is attributable to the difference between the Company’s cost of its interest in the Brownmill Joint Venture and the amount of the underlying equity in net assets of the Brownmill Joint Venture. The following table represents the condensed balance sheets for the Brownmill Joint Venture: Schedule of condensed balance sheets As of As of December 31, December 31, Real estate, at cost (net) $ 12,860 $ 17,830 Cash and restricted cash 1,422 1,152 Other assets 1,283 1,518 Total assets $ 15,565 $ 20,500 Mortgage payable $ 13,341 $ 13,594 Other liabilities 662 666 Members’ capital 1,562 6,240 Total liabilities and members’ capital $ 15,565 $ 20,500 Hilton Garden Inn Joint Venture On March 27, 2018, the Company and Lightstone Value Plus REIT III, Inc. (“Lightstone REIT III”), a related party REIT also sponsored by the Company’s Sponsor, acquired, through the newly formed Hilton Garden Inn Joint Venture, the Hilton Garden Inn - Long Island City from an unrelated third party, for aggregate consideration of $ 60.0 25.0 35.0 12.9 50.0 The Hilton Garden Inn Mortgage bore interest at LIBOR plus 3.15% The Company and Lightstone REIT III each have a 50.0 In light of the impact of the COVID-19 pandemic on the operating results of the Hilton Garden Inn – Long Island City, the Hilton Garden Inn Joint Venture previously entered into certain amendments with respect to the Hilton Garden Inn Mortgage as discussed below. On June 2, 2020, the Hilton Garden Inn Mortgage was amended to provide for (i) the deferral of the six monthly debt service payments aggregating $ 0.9 LIBOR plus 2.15%, subject to a 4.03% floor 1.2 Additionally, on April 7, 2021, the Hilton Garden Inn Joint Venture and the lender further amended the terms of the Hilton Garden Inn Mortgage to provide for (i) the Hilton Garden Inn Joint Venture to make a principal paydown of $ 1.7 0.7 As of December 31, 2022, the Hilton Garden Inn Joint Venture was in compliance with respect to all of its financial debt covenants. Subsequent to the Company’s acquisition of its 50.0% membership interest in the Hilton Garden Joint Venture through December 31, 2022, it has made an aggregate of $ 2.8 4.0 2.0 On March 27, 2023, the Hilton Garden Inn Joint Venture and the lender amended the Hilton Garden Inn Mortgage to extend the maturity date for 90 days, through June 25, 2023, to provide additional time to finalize the terms of a long-term extension. Hilton Garden Inn Joint Venture Financial Information The following table represents the condensed statements of operations for the Hilton Garden Inn Joint Venture for the periods indicated: Schedule of condensed income statements For the Year Ended December 31, For the Year Ended December 31, Revenues $ 11,353 $ 7,545 Property operating expenses 6,646 4,306 General and administrative costs 21 34 Depreciation and amortization 2,443 2,496 Operating income 2,243 709 Interest expense and other, net (1,997 ) (1,755 ) Gain on forgiveness of debt 516 381 Net income/(loss) $ 762 $ (665 ) Company’s share of net income/(loss) (50.0%) $ 381 $ (333 ) The following table represents the condensed balance sheets for the Hilton Garden Inn Joint Venture: Schedule of condensed balance sheets As of As of December 31, December 31, Investment property, net $ 50,254 $ 52,415 Cash 1,231 2,841 Other assets 1,276 1,204 Total assets $ 52,761 $ 56,460 Mortgage payable, net $ 32,233 $ 33,115 Other liabilities 1,920 1,585 Members’ capital 18,608 21,760 Total liabilities and members’ capital $ 52,761 $ 56,460 |
Marketable Securities, Fair Val
Marketable Securities, Fair Value Measurements and Margin Loan | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities Fair Value Measurements And Margin Loan | |
Marketable Securities, Fair Value Measurements and Margin Loan | 5. Marketable Securities, Fair Value Measurements and Margin Loan Marketable Securities The following is a summary of the Company’s available for sale securities as of the dates indicated: Summary of Available for Sale Securities As of December 31, 2022 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Equity securities $ 3,620 $ - $ (321 ) $ 3,299 Debt securities: United States Treasury Bills 887 7 - 894 Total $ 4,507 $ 7 $ (321 ) $ 4,193 As of December 31, 2021 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Equity Securities $ 6,718 $ 59 $ - $ 6,777 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. As of December 31, 2022 and 2021, the Company’s United States Treasury Bills were classified as Level 1 assets and the Company’s equity securities were classified as Level 2 assets. There were no transfers between the level classifications during the years ended December 31, 2022 and 2021. The fair values of the Company’s United States Treasury Bills are measured using quoted prices in active markets for identical assets and equity securities are measured using readily available quoted prices for these securities; however, the markets for these securities are not active. The Company did not have any other significant financial assets or liabilities, which would require revised valuations that are recognized at fair value. Margin Loan The Company has access to a margin loan from a financial institution that holds custody of certain of the Company’s marketable securities. The margin loan is collateralized by the marketable securities in the Company’s account and due on demand. 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. The amount outstanding under this margin loan was $ 2.3 The Company repaid the entire outstanding balance of the Margin Loan ($ 2.3 LIBOR plus 0.85% 4.39 |
Mortgages Payable, Net
Mortgages Payable, Net | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Mortgages Payable, Net | 6. Mortgages Payable, Net Mortgages payable, net consisted of the following: Schedule of Mortgages Payable Weighted Description Interest as of Maturity Amount Due As of As of Revolving Credit Facility AMERIBOR plus 3.15% (floor of 4.00%) 5.09 % September 2023 $ 118,485 $ 118,485 $ 123,045 Courtyard – Paso Robles Repaid in full - - 13,419 Total mortgages payable 5.09 % $ 118,485 118,485 136,464 Less: Deferred financing costs (305 ) (297 ) Total mortgages payable, net $ 118,180 $ 136,167 AMERIBOR as of December 31, 2022 was 4.64 0.10 Revolving Credit Facility The Company, through certain subsidiaries, has a non-recourse Revolving Credit Facility with a financial institution. The Revolving Credit Facility provides a line of credit of up to $ 140.0 65.0 Except as discussed below, the Revolving Credit Facility, which was scheduled to mature on September 15, 2022 bore interest at LIBOR plus 3.15%, subject to a 4.00% floor. September 15, 2023 the interest rate was prospectively changed to AMERIBOR plus 3.15%, subject to a 4.00% floor. On June 2, 2020, the Revolving Credit Facility was amended to provide for (i) the deferral of the six monthly debt service payments aggregating $2.6 million from April 1, 2020 through September 30, 2020, until November 15, 2021; (ii) a 100 bps reduction in the interest rate spread to LIBOR plus 2.15%, subject to a 3.00% floor, for the six-month period from September 1, 2020 through February 28, 2021; (iii) the Company pre-funding $2.5 million into a cash collateral reserve account to cover the six monthly debt service payments which were due from October 1, 2020 through March 1, 2021; and (iv) a waiver of all financial covenants for quarter-end periods before June 30, 2021. Subsequently, on March 31, 2021, the Revolving Credit Facility was further amended providing for (i) the Company to pledge the membership interests in another hotel as additional collateral within 45 days, (ii) the Company to fund an additional $ 2.5 On July 14, 2022, in connection with the disposition of the TownePlace Suites - Little Rock, the Company used proceeds of $ 4.6 As of December 31, 2022, all of the Company’s 12 majority owned and consolidated hotel properties were pledged as collateral under the Revolving Credit Facility and the outstanding principal balance was $ 118.5 The Company is currently in compliance with respect to all of its financial debt covenants. Courtyard – Paso Robles Mortgage Loan In connection with the Company’s acquisition of the Courtyard – Paso Robles on December 14, 2017, it assumed the Courtyard – Paso Robles Mortgage Loan. The Courtyard – Paso Robles Mortgage Loan was scheduled to mature in November 2023, bore interest at a fixed rate of 5.49 79 13.0 Principal Mortgage Maturities The following table, based on the initial terms of the mortgages, sets forth their aggregate estimated contractual principal maturities, including balloon payments due at maturity, as of December 31, 2022: Schedule of Estimated Contractual Principal Maturities 2023 2024 2025 2026 2027 Thereafter Total Principal maturities $ 118,485 $ - $ - $ - $ - $ - $ 118,485 Less: deferred financing costs (305 ) Total principal maturities, net $ 118,180 Pursuant to the Company’s loan agreements, escrows in the amount of $ 0.3 1.8 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7 Notes Payable In April 2020, the Company, through various subsidiaries (each such entity, a “Borrower” and collectively, the “Borrowers”), received aggregate funding of $ 3.3 U.S. Small Business Administration (the “SBA”) 3.7 The PPP Loans each had a term of five 5 1.00 The promissory note for each of the PPP Loans contained customary events of default relating to, among other things, payment defaults and breach of representations and warranties or of provisions of the relevant promissory note. Under the terms of the CARES Act, each Borrower could apply for and be granted forgiveness for all or a portion of the PPP Loans. Such forgiveness was determined, subject to limitations, based on the use of loan proceeds in accordance with the terms of the CARES Act. In the event all or any portion of a PPP Loan was forgiven, the amount forgiven was applied to outstanding principal and recorded as income. The PPP Loans are subject to audit by the SBA for up to six years after the date the loans were forgiven. During the years ended December 31, 2022 and 2021, the Company received notices from the SBA that all of the PPP Loans received and their related accrued interest had been legally forgiven and therefore no amounts were owed as of December 31, 2022. As a result, during the years ended December 31, 2022 and 2021, the Company recognized a gain on forgiveness of debt of $ 3.8 3.4 |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholder’s Equity | 8. Stockholder’s Equity Preferred Shares Shares of preferred stock may be issued in the future in one or more series as authorized by the Company’s Board of Directors. Prior to the issuance of shares of any series, the Board of Directors is required by the Company’s charter to fix the number of shares to be included in each series and the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each series. Because the Company’s Board of Directors has the power to establish the preferences, powers and rights of each series of preferred stock, it may provide the holders of any series of preferred stock with preferences, powers and rights, voting or otherwise, senior to the rights of holders of our Common Shares. The issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of the Company, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of the Company’s Common Shares. To date, the Company had no outstanding preferred shares. Common Shares All of the Common Shares offered by the Company will be duly authorized, fully paid and nonassessable. Subject to the preferential rights of any other class or series of stock and to the provisions of its charter regarding the restriction on the ownership and transfer of shares of our stock, holders of the Company’s Common Shares will be entitled to receive distributions if authorized by the Board of Directors and to share ratably in the Company’s assets available for distribution to the stockholders in the event of a liquidation, dissolution or winding-up. Each outstanding share of the Company’s Common Shares entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors. There is no cumulative voting in the election of directors, which means that the holders of a majority of the outstanding Common Shares can elect all of the directors then standing for election, and the holders of the remaining Common Shares will not be able to elect any directors. Holders of the Company’s Common Shares have no conversion, sinking fund, redemption or exchange rights, and have no preemptive rights to subscribe for any of its securities. Maryland law provides that a stockholder has appraisal rights in connection with some transactions. However, the Company’s charter provides that the holders of its stock do not have appraisal rights unless a majority of the Board of Directors determines that such rights shall apply. Shares of the Company’s Common Shares have equal dividend, distribution, liquidation and other rights. Under its charter, the Company cannot make certain material changes to its business form or operations without the approval of stockholders holding at least a majority of the shares of our stock entitled to vote on the matter. These include (1) amendment of its charter, (2) its liquidation or dissolution, (3) its reorganization, and (4) to the extent required under Maryland law, its merger, consolidation or the sale or other disposition of all or substantially all of its assets. Distributions on Common Shares The Company’s Board of Directors commenced declaring and the Company began paying regular quarterly distributions on its Common Shares at the pro rata equivalent of an annual distribution of $ 0.65 6.5 10.00 0.70 7.0 10.00 0.5 10.00 On March 19, 2020, the Board of Directors determined to suspend regular quarterly distributions. As a result, there were no distributions declared during the years ended December 31, 2022 and 2021. On March 22, 2023, the Board of Directors authorized and the Company declared a Common Share distribution of $ 0.075 3 10.00 Future distributions declared, if any, 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, revenues and other sources of income, operating and interest expenses and 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 eligible stockholders with limited, interim liquidity by enabling them to sell their Common Shares back to the Company, subject to restrictions and applicable law. On March 19, 2020, the Board of Directors amended the SRP to remove stockholder notice requirements and also approved the suspension of all redemptions. Effective May 10, 2021, the Board of Directors reopened the SRP to allow, subject to various conditions as set forth below, for redemptions submitted in connection with a stockholder’s death or hardship and set the price for all such purchases to the Company’s current estimated net asset value per share of common stock, 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 the above noted date, the Board of Directors established that on an annual basis, the Company would not redeem in excess of 0.5 For the year ended December 31, 2022 the Company repurchased 158,885 8.89 98,866 8.02 Noncontrolling Interests See Notes 1 and 9 for additional information on Noncontrolling Interests and the distribution rights related to the Subordinated Profits Interests, respectively. |
Related Party and Other Transac
Related Party and Other Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party and Other Transactions | 9. Related Party and Other Transactions The Company’s Sponsor, Advisor and their affiliates, including the Special Limited Partner, are related parties of the Company as well as other public REITs also sponsored and/or advised by these entities. Pursuant to the terms of various agreements, certain of these entities are entitled to compensation and reimbursement of costs incurred for services related to the investment, development, management and disposition of our assets. The compensation is generally 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. The following table summarizes all the compensation and fees the Company paid or may pay to the Advisor and its affiliates, including amounts to reimburse their costs in providing services. Additionally, the Special Limited Partner has made contributions to the Operating Partnership in exchange for Subordinated Participation Interests in the Operating Partnership that may entitle the Special Limited Partner to subordinated distributions as described in the table below. Fees Amount Acquisition Fee The Advisor is paid an acquisition fee equal to 0.95 Property Management – Residential/Retail/ Hospitality Either third party or affiliated property managers are paid a monthly management fee of up to 5 Property Management – Office/Industrial The property managers are paid monthly property management and leasing fees of up to 4.5 Asset Management Fee The Advisor or its affiliates are paid an asset management fee of 0.95 payable quarterly in an amount equal to 0.2375 of 1% of average invested assets as of the last day of the immediately preceding quarter. Reimbursement of Other expenses For any year in which the Company qualifies as a REIT, the Advisor must reimburse the Company for the amounts, if any, by which the total operating expenses, the sum of the advisor asset management fee plus other operating expenses paid during the previous fiscal year exceed the greater of 2% 25% The Advisor or its affiliates are reimbursed for expenses that may include costs of goods and services, administrative services and non-supervisory services performed directly for the Company by independent parties. Subordinated Profits Interests In connection with the Company’s Offerings, Lightstone SLP II LLC, an affiliate of the Company’s Sponsor, contributed an aggregate of $ 17.7 12.9 17.7 These Subordinated Profits Interests, for which the aggregate consideration of $17.7 million will only be repaid after stockholders receive a stated preferred return in addition to their net investment, entitle Lightstone SLP II, LLC to a portion of any regular distributions made by the Operating Partnership. There were no distributions paid on the Subordinated Profit Interests through December 31, 2016. However, in connection with the Board of Directors declaration of a special distribution on the Company’s Common Shares on February 28, 2017, they also declared that distributions be brought current through December 31, 2016 on the Subordinated Profits Interests at a 7 4.2 7.0 These Subordinated Profits Interests may entitle the Associate General Partner to a portion of any regular distributions that the Company makes to its stockholders, but only after its stockholders have received a stated preferred return. There have been no distributions declared on the Subordinated Profits Interests for any periods after December 31, 2019. Since the Company’s inception through December 31, 2022, the cumulative distributions declared and paid on the Subordinated Profits Interests were $ 7.9 The Subordinated Profits Interests may also entitle Lightstone SLP II, LLC to a portion of any liquidating distributions made by the Operating Partnership. The value of such distributions will depend upon the net sale proceeds upon the liquidation of the Company and, therefore, cannot be determined at the present time. Liquidating distributions to Lightstone SLP II, LLC will always be subordinated until stockholders receive a distribution equal to their initial investment plus a stated preferred return. The following tables provide further information with respect to the Company’s distributions during its liquidating stage and operating stage, respectively: Liquidating Stage Distributions Amount of Distribution 7% Stockholder Return Threshold Once stockholders have received liquidation distributions, and a cumulative non-compounded 7 7 Returns in Excess of 7% Once stockholders have received liquidation distributions, and a cumulative non-compounded return of 7 70 30 12 Returns in Excess of 12% After stockholders and Lightstone SLP II, LLC have received liquidation distributions, and a cumulative non-compounded return of 12 60 40 Operating Stage Distributions Amount of Distribution 7% stockholder Return Threshold Once a cumulative non-compounded return of 7 7 10 Returns in excess of 7% Once a cumulative non-compounded return of 7% per year is realized by stockholders on their net investment, 70 30 Returns in Excess of 12% After the 12 60 40 The following table represents the fees incurred associated with the payments to the Company’s Advisor for the periods indicated: Schedule of fees to related parties For the Years Ended December 31, 2022 2021 Asset management fees (general and administrative costs) $ 2,739 $ 2,954 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Management Agreements The Company’s hotels operate pursuant to management agreements (the “Management Agreements”) with various third-party property management companies. The management companies perform management functions including, but not limited to, hiring and supervising employees, establishing room prices, establishing administrative policies and procedures, managing expenditures and arranging and supervising public relations and advertising. The Management Agreements are for terms ranging from 1 10 The Management Agreements provide for the payment of a base management fee equal to 3 3.5 Franchise Agreements As of December 31, 2022, the Company’s hotels operated pursuant to various franchise agreements. Under the franchise agreements, the Company generally pays a fee equal to 5 1.5 3.5 marketing fund charge are The franchise agreements are generally for initial terms ranging from 15 20 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. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Lightstone REIT II and the Operating Partnership and its subsidiaries (over which Lightstone REIT II exercises financial and operating control). As of December 31, 2022, Lightstone REIT II had a 99 The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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 investment property and investments in other unconsolidated real estate entities and depreciable lives of long-lived assets. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. Investments in other unconsolidated real estate entities where the Company has the ability to exercise significant influence, but does not exercise financial and operating control and is not considered to be the primary beneficiary |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. All cash equivalents are held in commercial paper and money market funds. As required by the Company’s lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, debt service payments and other reserves for certain of our consolidated properties. Capital reserves are typically utilized for non-operating expenses such as major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves. 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: Summary of supplemental cash flow information Year Ended December 31, 2022 2021 Cash and cash equivalents $ 42,233 $ 15,126 Restricted cash 333 1,833 Total cash, cash equivalents and restricted cash $ 42,566 $ 16,959 Supplemental disclosure of cash flow information: Cash paid for interest $ 6,107 $ 8,091 Holding loss on available for sale securities $ 7 $ 82 |
Marketable Securities | Marketable Securities Marketable securities consist of equity and debt securities that are designated as available-for-sale. Marketable debt securities are recorded at fair value and unrealized holding gains or losses are reported as a component of accumulated other comprehensive income. The Company’s marketable equity securities are recorded at fair value and unrealized holding gains and losses are recognized on the consolidated statements of operations. Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a debt security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below our amortized cost basis, any adverse changes in the financial condition of the issuers and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. |
Revenue Recognition | Revenue Recognition Revenues consist of amounts derived from hotel operations, including occupied hotel rooms and sales of food, beverage and other ancillary services and are presented on a disaggregated basis below. Revenues are recorded net of any sales or occupancy tax collected from our guests. Room revenue is generated through contracts with customers whereby the customers agree to pay a daily rate for right to use a hotel room. The Company’s contract performance obligations are fulfilled at the end of the day that the customer is provided the room and revenue is recognized daily at the contract rate. Payment from the customer is secured at the end of the contract upon check-out by the customer from our hotel. The Company participates in frequent guest programs sponsored by the brand owners of our hotels whereby the brand owner allows guests to earn loyalty points during their hotel stay. The Company recognizes revenue at the amount earned that it will receive from the brand owner when a guest redeems their loyalty points by staying at one of the Company’s hotels. Revenue from food, beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized when these goods or services are provided to the customer and the Company’s contract performance obligations have been fulfilled. Some contracts for rooms, food, beverage or other services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The contract liabilities are not significant. The Company notes no significant judgments regarding the recognition of room, food and beverage or other revenues. The following table represents the total revenues from hotel operations on a disaggregated basis Schedule of total revenues from hotel operations on a disaggregated basis For the Year Ended December 31, Revenues 2022 2021 Room $ 52,744 $ 45,803 Food, beverage and other 2,517 2,188 Total revenues $ 55,261 $ 47,991 |
Accounts Receivable | Accounts Receivable The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. The Company’s reported net income or loss is directly affected by management’s estimate of the collectability of accounts receivable. |
Investment in Real Estate | Investment in Real Estate Accounting for Asset Acquisitions When the Company makes an investment in real estate assets, the cost of real estate assets acquired in an asset acquisition are allocated to the acquired tangible assets, consisting of land, building and improvements, furniture and fixtures and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, acquired in-place leases, and the value of tenant relationships, based in each case on their relative fair values, at the date of acquisition, based on evaluation of information and estimates available at that date, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other relevant market data. Fees incurred related to asset acquisitions are capitalized as part of the cost of the investment. Carrying Value of Assets The amounts capitalized as a result of periodic improvements and additions to real estate property, when applicable, and the periods over which the assets are depreciated or amortized, are determined based on the application of accounting standards that may require estimates as to fair value and the allocation of various costs to the individual assets. Differences in the amount attributed to the assets can be significant based upon the assumptions made in calculating these estimates. Impairment Evaluation The Company evaluates its investments in real estate assets for potential impairment whenever events or changes in circumstances indicate that the undiscounted projected cash flows are less than the carrying amount for a particular property. The Company evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. No single indicator would necessarily result in the Company preparing an estimate to determine if an individual property’s future undiscounted cash flows are less than its carrying value. The Company uses judgment to determine if the severity of any single indicator, or the fact that there are a number of indicators of less severity that when combined, would result in an indication that a property requires an estimate of the undiscounted cash flows to determine if an impairment has occurred. Relevant facts and circumstances include, among others, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. The undiscounted projected cash flows used for the impairment analysis are subjective and require the Company to use its judgment and the determination of estimated fair value are based on the Company’s plans for the respective assets and the Company’s views of market and economic conditions. The estimates consider matters such as future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition, and recent sales data for comparable properties. An impairment loss is recognized only if the carrying amount of a property is not recoverable and exceeds its fair value. |
Depreciation and Amortization | Depreciation and Amortization Depreciation expense is computed based on the straight-line method over the estimated useful life of the applicable real estate asset. We generally use estimated useful lives of up to 39 5 10 |
Deferred Costs | Deferred Costs Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations. Unamortized deferred financing costs are included as a direct deduction from the related debt in the consolidated balance sheets. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities The Company evaluates all investments in other entities for consolidation. The Company considers its percentage interest in the joint venture, evaluation of control and whether a variable interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated investment under the equity method of accounting. If an investment qualifies for the equity method of accounting, the Company’s investment is recorded initially at cost, and subsequently adjusted for equity in net income or loss and cash contributions and distributions. The net income or loss of an unconsolidated investment is allocated to its investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences, if any, between the carrying amount of the Company’s investment in the respective joint venture and our share of the underlying equity of such unconsolidated entity are amortized over the respective lives of the underlying assets as applicable. These items are reported as a single line item in the statements of operations as earnings from investments in unconsolidated entities. The Company reviews investments for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. The Company believes no impairment of its investments in unconsolidated affiliated entities existed as of December 31, 2022 and 2021. |
Tax Status and Income Taxes | Tax Status and Income Taxes The Company elected to be taxed and qualify as a REIT commencing with the taxable year ended December 31, 2009. As a REIT, the Company generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its stockholders. To maintain its REIT qualification under the Internal Revenue Code of 1986, as amended, or the Code, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90 To maintain its qualification as a REIT, the Company engages in certain activities through taxable REIT subsidiaries (“TRSs”), including when it acquires a hotel it usually establishes a TRS and enters into an operating lease agreement for the hotel. As such, the Company is subject to U.S. federal and state income taxes and franchise taxes from these activities. As of December 31, 2022 and 2021, the Company had no material uncertain income tax positions. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and other assets, accounts payable and other accrued expenses, margin loan, notes payable and due to related party approximated their fair values as of December 31, 2022 and 2021 because of the short maturity of these instruments. As of , 2022, the estimated fair value our mortgage payable approximated its carrying value because of the floating interest rate. The carrying amount and estimated fair value of our mortgages payable as of December 31, 2021 are as follows: Summary of estimated fair value of mortgages payable Carrying Amount Estimated Fair Value Mortgages payable $ 136,464 $ 136,592 The fair value of our mortgages payable was determined by discounting the future contractual interest and principal payments by market interest rates. |
Concentration of Risk | Concentration of Risk At December 31, 2022 and 2021, 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 or restricted cash. |
Basic and Diluted Net Earnings per Common Share | Basic and Diluted Net Earnings per Common Share The Company had no potentially dilutive securities outstanding during the periods presented. Accordingly, earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares of Common Shares outstanding during the applicable period. |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the FASB issued an accounting standards update which replaces the incurred loss impairment methodology currently in use with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption 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 and determined that other recently issued accounting pronouncements will not have a material impact on its financial position, results of operations and cash flows, or do not apply to its current operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of supplemental cash flow information | Summary of supplemental cash flow information Year Ended December 31, 2022 2021 Cash and cash equivalents $ 42,233 $ 15,126 Restricted cash 333 1,833 Total cash, cash equivalents and restricted cash $ 42,566 $ 16,959 Supplemental disclosure of cash flow information: Cash paid for interest $ 6,107 $ 8,091 Holding loss on available for sale securities $ 7 $ 82 |
Schedule of total revenues from hotel operations on a disaggregated basis | Schedule of total revenues from hotel operations on a disaggregated basis For the Year Ended December 31, Revenues 2022 2021 Room $ 52,744 $ 45,803 Food, beverage and other 2,517 2,188 Total revenues $ 55,261 $ 47,991 |
Summary of estimated fair value of mortgages payable | Summary of estimated fair value of mortgages payable Carrying Amount Estimated Fair Value Mortgages payable $ 136,464 $ 136,592 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliated Entities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Summary of investments in unconsolidated entities | Summary of investments in unconsolidated entities As of Entity Date of Ownership Ownership % December 31, December 31, Brownmill Joint Venture Various 48.6 % $ 4,204 $ 6,793 Hilton Garden Inn Joint Venture March 27, 2018 50.0 % 9,589 11,165 Total investments in unconsolidated affiliated real estate entities $ 13,793 $ 17,958 |
Brownmill Llc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of condensed income statements | Schedule of condensed income statements For the Year For the Year Revenues $ 4,139 $ 3,919 Property operating expenses 1,792 1,467 Depreciation and amortization 823 767 Operating income 1,524 1,685 Gain on disposition of real estate (1) 5,816 - Interest expense and other, net (563 ) (655 ) Net income $ 6,777 $ 1,030 Company’s share of earnings (48.6%) $ 3,293 $ 501 Additional depreciation and amortization expense (2) (316 ) (124 ) Company’s earnings from investment $ 2,977 $ 377 Notes: (1) During the year ended December 31, 2022, the Brownmill Joint Venture recognized a gain on disposition of real estate of $5.8 million in connection with the sale of an outparcel of land and the buildings and improvements thereon at Browntown Shopping Center for a contractual sales price of $10.5 million on August 12, 2022. (2) Additional depreciation and amortization expense is attributable to the difference between the Company’s cost of its interest in the Brownmill Joint Venture and the amount of the underlying equity in net assets of the Brownmill Joint Venture. |
Schedule of condensed balance sheets | Schedule of condensed balance sheets As of As of December 31, December 31, Real estate, at cost (net) $ 12,860 $ 17,830 Cash and restricted cash 1,422 1,152 Other assets 1,283 1,518 Total assets $ 15,565 $ 20,500 Mortgage payable $ 13,341 $ 13,594 Other liabilities 662 666 Members’ capital 1,562 6,240 Total liabilities and members’ capital $ 15,565 $ 20,500 |
Hilton Garden Inn Joint Venture [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of condensed income statements | Schedule of condensed income statements For the Year Ended December 31, For the Year Ended December 31, Revenues $ 11,353 $ 7,545 Property operating expenses 6,646 4,306 General and administrative costs 21 34 Depreciation and amortization 2,443 2,496 Operating income 2,243 709 Interest expense and other, net (1,997 ) (1,755 ) Gain on forgiveness of debt 516 381 Net income/(loss) $ 762 $ (665 ) Company’s share of net income/(loss) (50.0%) $ 381 $ (333 ) |
Schedule of condensed balance sheets | Schedule of condensed balance sheets As of As of December 31, December 31, Investment property, net $ 50,254 $ 52,415 Cash 1,231 2,841 Other assets 1,276 1,204 Total assets $ 52,761 $ 56,460 Mortgage payable, net $ 32,233 $ 33,115 Other liabilities 1,920 1,585 Members’ capital 18,608 21,760 Total liabilities and members’ capital $ 52,761 $ 56,460 |
Marketable Securities, Fair V_2
Marketable Securities, Fair Value Measurements and Margin Loan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities Fair Value Measurements And Margin Loan | |
Summary of Available for Sale Securities | Summary of Available for Sale Securities As of December 31, 2022 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Equity securities $ 3,620 $ - $ (321 ) $ 3,299 Debt securities: United States Treasury Bills 887 7 - 894 Total $ 4,507 $ 7 $ (321 ) $ 4,193 As of December 31, 2021 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Equity Securities $ 6,718 $ 59 $ - $ 6,777 |
Mortgages Payable, Net (Tables)
Mortgages Payable, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgages Payable | Schedule of Mortgages Payable Weighted Description Interest as of Maturity Amount Due As of As of Revolving Credit Facility AMERIBOR plus 3.15% (floor of 4.00%) 5.09 % September 2023 $ 118,485 $ 118,485 $ 123,045 Courtyard – Paso Robles Repaid in full - - 13,419 Total mortgages payable 5.09 % $ 118,485 118,485 136,464 Less: Deferred financing costs (305 ) (297 ) Total mortgages payable, net $ 118,180 $ 136,167 |
Schedule of Estimated Contractual Principal Maturities | Schedule of Estimated Contractual Principal Maturities 2023 2024 2025 2026 2027 Thereafter Total Principal maturities $ 118,485 $ - $ - $ - $ - $ - $ 118,485 Less: deferred financing costs (305 ) Total principal maturities, net $ 118,180 |
Related Party and Other Trans_2
Related Party and Other Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of fees to related parties | Schedule of fees to related parties For the Years Ended December 31, 2022 2021 Asset management fees (general and administrative costs) $ 2,739 $ 2,954 |
Structure (Details Narrative)
Structure (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 27, 2014 | May 20, 2008 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Business acquired assets | $ 17,700 | ||
Cash | $ 12,900 | ||
Equity interests | 48.60% | ||
Noncontrolling interests | $ 4,800 | ||
Lightstone Value Plus Reit Iii Llc [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Issuance of common shares, shares | 20,000 | ||
Issuance of common shares, value | $ 200 | ||
Shares issued, price per share | $ 10 | ||
General Partner [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Contribution from advisor | $ 2 | ||
Number of limited partner units issued to advisor | 200 | ||
Limited Partner [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Partners Capital Account, Units, Contributed | 177 | ||
Partners Capital Account, Contributions | $ 17,700 | ||
Brownmill Joint Venture [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Ownership interest | 48.60% | ||
Lightstone Reit Iii [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
General partner ownership interest | 99% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 42,233 | $ 15,126 | |
Restricted cash | 333 | 1,833 | |
Total cash, cash equivalents and restricted cash | 42,566 | 16,959 | $ 18,423 |
Cash paid for interest | 6,107 | 8,091 | |
Holding loss on available for sale securities | $ 7 | $ 82 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Revenue | $ 55,261 | $ 47,991 |
Room [Member] | ||
Product Information [Line Items] | ||
Revenue | 52,744 | 45,803 |
Food and Beverage [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 2,517 | $ 2,188 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Mortgages payable-Carrying Amount | $ 118,485 | $ 136,464 |
Mortgages payable-Estimated Fair Value | $ 136,592 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |
Real Estate Investment Trust Mandated Annual Distributions Percentage Taxable Income | 90% |
Building and Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 39 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 years |
Lightstone Reit Ii [Member] | |
Property, Plant and Equipment [Line Items] | |
Percentage of general partnership interest in common units of the operating partnership | 99% |
Disposition Activities (Details
Disposition Activities (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jul. 14, 2022 | Mar. 22, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Principal amount | $ 4,600 | ||
Courtyard Paso Robles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Contractual sales price | $ 3,230 | ||
Payments for Loans | $ 13,400 | ||
Total cost | 14,100 | ||
Working capital | 17,800 | ||
Gain on sale of investment property | 7,500 | ||
Towne Place Suites Little Rock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Contractual sales price | 5,900 | ||
Working capital | 1,200 | ||
Gain on sale of investment property | $ 1,000 | ||
Principal amount | $ 4,600 |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliated Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 27, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Investments in unconsolidated affiliated entities | $ 13,793 | $ 17,958 | |
Brownmill Llc [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Date of ownership | Various | ||
Ownership % | 48.60% | ||
Investments in unconsolidated affiliated entities | $ 4,204 | 6,793 | |
Hilton Garden Inn Joint Venture [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Date of ownership | March 27, 2018 | ||
Ownership % | 50% | 50% | |
Investments in unconsolidated affiliated entities | $ 9,589 | $ 11,165 |
Investments in Unconsolidated_4
Investments in Unconsolidated Affiliated Entities (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Restructuring Cost and Reserve [Line Items] | |||
Revenues | $ 55,261 | $ 47,991 | |
Depreciation and amortization | 7,945 | 10,383 | |
Net income | 8,843 | (5,320) | |
Company’s share of earnings (48.6%) | 3,358 | 44 | |
Brownmill Joint Venture [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Revenues | 4,139 | 3,919 | |
Property operating expenses | 1,792 | 1,467 | |
Depreciation and amortization | 823 | 767 | |
Operating income | 1,524 | 1,685 | |
Gain on disposition of real estate | [1] | 5,816 | |
Interest expense and other, net | (563) | (655) | |
Net income | 6,777 | 1,030 | |
Company’s share of earnings (48.6%) | 3,293 | 501 | |
Additional depreciation and amortization expense | [2] | (316) | (124) |
Company’s earnings from investment | $ 2,977 | $ 377 | |
[1]During the year ended December 31, 2022, the Brownmill Joint Venture recognized a gain on disposition of real estate of $5.8 million in connection with the sale of an outparcel of land and the buildings and improvements thereon at Browntown Shopping Center for a contractual sales price of $10.5 million on August 12, 2022.[2]Additional depreciation and amortization expense is attributable to the difference between the Company’s cost of its interest in the Brownmill Joint Venture and the amount of the underlying equity in net assets of the Brownmill Joint Venture. |
Investments in Unconsolidated_5
Investments in Unconsolidated Affiliated Entities (Details 2) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Cash and restricted cash | $ 12,900 | |
Total assets | 245,442 | $ 260,736 |
Members’ capital | 107,486 | 99,975 |
Total liabilities and members’ capital | 245,442 | 260,736 |
Brownmill Joint Venture [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Real estate, at cost (net) | 12,860 | 17,830 |
Cash and restricted cash | 1,422 | 1,152 |
Other assets | 1,283 | 1,518 |
Total assets | 15,565 | 20,500 |
Mortgage payable | 13,341 | 13,594 |
Other liabilities | 662 | 666 |
Members’ capital | 1,562 | 6,240 |
Total liabilities and members’ capital | $ 15,565 | $ 20,500 |
Investments in Unconsolidated_6
Investments in Unconsolidated Affiliated Entities (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Revenues | $ 55,261 | $ 47,991 |
General and administrative costs | 5,129 | 4,803 |
Depreciation and amortization | 7,945 | 10,383 |
Net income/(loss) | 8,843 | (5,320) |
Company’s share of net income/(loss) (50.0%) | 3,358 | 44 |
Hilton Garden Inn Joint Venture [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Revenues | 11,353 | 7,545 |
Property operating expenses | 6,646 | 4,306 |
General and administrative costs | 21 | 34 |
Depreciation and amortization | 2,443 | 2,496 |
Operating income | 2,243 | 709 |
Interest expense and other, net | (1,997) | (1,755) |
Gain on forgiveness of debt | 516 | 381 |
Net income/(loss) | 762 | (665) |
Company’s share of net income/(loss) (50.0%) | $ 381 | $ (333) |
Investments in Unconsolidated_7
Investments in Unconsolidated Affiliated Entities (Details 4) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Investment property, net | $ 242,920 | $ 276,801 |
Cash | 12,900 | |
Total assets | 245,442 | 260,736 |
Members’ capital | 107,486 | 99,975 |
Total liabilities and members’ capital | 245,442 | 260,736 |
Hilton Garden Inn Joint Venture [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Investment property, net | 50,254 | 52,415 |
Cash | 1,231 | 2,841 |
Other assets | 1,276 | 1,204 |
Total assets | 52,761 | 56,460 |
Mortgage payable, net | 32,233 | 33,115 |
Other liabilities | 1,920 | 1,585 |
Members’ capital | 18,608 | 21,760 |
Total liabilities and members’ capital | $ 52,761 | $ 56,460 |
Investments in Unconsolidated_8
Investments in Unconsolidated Affiliated Entities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 02, 2020 | Mar. 27, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from loans | $ (7,523) | $ (770) | ||
Principal amount | $ 300 | 1,800 | ||
Brownmill Llc [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investment, percentage ownership purchased | 48.60% | |||
Subordinated General Partner Participation Units | 48 | |||
Subordinated general partner participation, per unit cost | $ 100 | |||
Subordinated operating partnership | $ 4,800 | |||
Ownership interest | 48.60% | |||
Aggregate distribution received | $ 5,600 | 300 | ||
Capital contribution | $ 2,000 | |||
Hilton Garden Inn Joint Venture [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest | 50% | 50% | ||
Aggregate consideration | $ 60,000 | |||
Aggregate consideration, cash | 25,000 | |||
Proceeds from loans | $ 35,000 | |||
Sponsorship | $ 12,900 | |||
Interest rate | LIBOR plus 2.15%, subject to a 4.03% floor | LIBOR plus 3.15% | ||
Proceeds from mortgage | $ 900 | |||
Venture pre-funding | $ 1,200 | |||
Principal amount | 1,700 | |||
Capital contribution | 700 | |||
Hilton Garden Inn Joint Venture Additional Contribution [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Aggregate distribution received | 2 | |||
Capital contribution | 2,800 | |||
Capital contribution | $ 4 |
Marketable Securities, Fair V_3
Marketable Securities, Fair Value Measurements and Margin Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Securities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted Cost | $ 3,620 | $ 6,718 |
Gross Unrealized Gains | 59 | |
Gross Unrealized Losses | (321) | |
Fair Value | 3,299 | $ 6,777 |
US Treasury Securities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted Cost | 887 | |
Gross Unrealized Gains | 7 | |
Gross Unrealized Losses | ||
Fair Value | 894 | |
Debt Securities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted Cost | 4,507 | |
Gross Unrealized Gains | 7 | |
Gross Unrealized Losses | (321) | |
Fair Value | $ 4,193 |
Marketable Securities, Fair V_4
Marketable Securities, Fair Value Measurements and Margin Loan (Details Narrative) - Margin Loan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Margin loan outstanding | $ 2,300 | |
Repayment of margin loan | $ 2,300 | |
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 0.85% | |
Interest Rate | 4.39% |
Mortgages Payable, Net (Details
Mortgages Payable, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Debt, Weighted Average Interest Rate | 5.09% | |
Amount due at maturity | $ 118,485 | |
Total mortgages payable | 118,485 | $ 136,464 |
Less: Deferred financing costs | (305) | (297) |
Total mortgages payable, net | $ 118,180 | 136,167 |
Revolving Credit Facility [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Description of Variable Rate Basis | AMERIBOR plus 3.15% (floor of 4.00%) | |
Debt, Weighted Average Interest Rate | 5.09% | |
Maturity Date | September 2023 | |
Amount due at maturity | $ 118,485 | |
Total mortgages payable | 118,485 | 123,045 |
Courtyard Paso Robles [Member] | ||
Short-Term Debt [Line Items] | ||
Amount due at maturity | ||
Total mortgages payable | $ 13,419 |
Mortgages Payable, Net (Detai_2
Mortgages Payable, Net (Details 1) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 118,485 | |
2024 | ||
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Total | 118,485 | $ 136,464 |
Less: Deferred financing costs | (305) | (297) |
Total principal maturities, net | $ 118,180 | $ 136,167 |
Mortgages Payable, Net (Detai_3
Mortgages Payable, Net (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |||||||
Sep. 06, 2022 | Jul. 14, 2022 | Jun. 02, 2020 | Dec. 14, 2017 | Sep. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 13, 2016 | |
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 4,600 | |||||||
Face amount | $ 300 | $ 1,800 | ||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 140,000 | |||||||
Current borrowing capacity percentage | 65% | |||||||
Cash collateral | 2,500 | |||||||
Face amount | $ 118,500 | |||||||
Paso Robles Mortgage Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 5.49% | |||||||
Periodic payment | $ 79 | |||||||
Long-term Debt | $ 13,000 | |||||||
Ameribor Unsecured Overnight Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4.64% | |||||||
Ameribor Unsecured Overnight Rate [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date | Sep. 15, 2023 | |||||||
Basis for effective rate, description | the interest rate was prospectively changed to AMERIBOR plus 3.15%, subject to a 4.00% floor. | |||||||
London Interbank Offered Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 0.10% | |||||||
London Interbank Offered Rate [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date | Sep. 15, 2022 | |||||||
Basis for effective rate, description | On June 2, 2020, the Revolving Credit Facility was amended to provide for (i) the deferral of the six monthly debt service payments aggregating $2.6 million from April 1, 2020 through September 30, 2020, until November 15, 2021; (ii) a 100 bps reduction in the interest rate spread to LIBOR plus 2.15%, subject to a 3.00% floor, for the six-month period from September 1, 2020 through February 28, 2021; (iii) the Company pre-funding $2.5 million into a cash collateral reserve account to cover the six monthly debt service payments which were due from October 1, 2020 through March 1, 2021; and (iv) a waiver of all financial covenants for quarter-end periods before June 30, 2021. | bore interest at LIBOR plus 3.15%, subject to a 4.00% floor. |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Mar. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Gain on forgiveness of debt | $ 3,800 | $ 3,400 | ||
Paycheck Protection Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Loans received | $ 3,300 | $ 3,700 | ||
Debt term | 5 years | |||
Debt interest rate | 1% |
Stockholder_s Equity (Details N
Stockholder’s Equity (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2017 | |
Subsequent Event [Line Items] | ||||||
Annual distributions paid per share | $ 0.70 | $ 0.65 | ||||
Annualized Distribution Rate | 7% | 6.50% | 0.50% | |||
Share Price | $ 10 | $ 10 | $ 10 | |||
Share redemption program, annual limitation, percentage of weighted average shares outstanding | 0.50% | |||||
Repurchase of shares | 158,885 | 98,866 | ||||
Price per share | $ 8.89 | $ 8.02 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Annual distributions paid per share | $ 0.075 | |||||
Annualized Distribution Rate | 3% | |||||
Share Price | $ 10 |
Related Party and Other Trans_3
Related Party and Other Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Asset management fees (general and administrative costs) | $ 2,739 | $ 2,954 |
Related Party and Other Trans_4
Related Party and Other Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 15, 2015 | Sep. 27, 2014 | Mar. 31, 2017 | Dec. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2015 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | |||||||
Acquisition Fees And Expenses Percentage Of Purchase Price | 0.95% | ||||||
Property Management Fees, Residential Hospitality Retail Properties, Maximum Percentage Gross Revenues | 5% | ||||||
Property Management Fees, Office Industrial Properties, Maximum Percentage Gross Revenues | 4.50% | ||||||
Asset Management Fees, Percentage Of Average Invested Assets | 0.95% | ||||||
Asset Management Fees Payout Terms | payable quarterly in an amount equal to 0.2375 of 1% of average invested assets as of the last day of the immediately preceding quarter. | ||||||
Minimum Percentage Of Other Operating Expenses For Reimbursement | 2% | ||||||
Minimum Percentage Of Net Income For Reimbursement | 25% | ||||||
Share Price | $ 10 | $ 10 | $ 10 | ||||
Liquidating Stage Distribution One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stockholder Return Threshold, Percent | 7% | ||||||
Distribution Due Cumulative Rate Of Return | 7% | ||||||
Liquidating Stage Distribution One [Member] | Receivables from Stockholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Distribution Due Cumulative Rate Of Return | 7% | ||||||
Additional Distributions Percent Payable To Related Party | 7% | ||||||
Operating Stage Distribution Two [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stockholder Return Threshold, Percent | 7% | ||||||
Additional Distributions Percent Payable To Related Party | 70% | ||||||
Operating Stage Distribution Two [Member] | Receivables from Stockholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional Distributions Percent Payable To Related Party | 12% | ||||||
Operating Stage Distribution Two [Member] | Lightstone Slp Llc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional Distributions Percent Payable To Related Party | 30% | ||||||
Liquidating Stage Distribution Two [Member] | Receivables from Stockholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional Distributions Percent Payable To Related Party | 70% | ||||||
Liquidating Stage Distribution Two [Member] | Lightstone Slp Llc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional Distributions Percent Payable To Related Party | 30% | ||||||
Liquidating Stage Distribution Three [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stockholder Return Threshold, Percent | 12% | ||||||
Liquidating Stage Distribution Three [Member] | Receivables from Stockholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional Distributions Percent Payable To Related Party | 60% | ||||||
Liquidating Stage Distribution Three [Member] | Lightstone Slp Llc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional Distributions Percent Payable To Related Party | 40% | ||||||
Operating Stage Distribution Three [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stockholder Return Threshold, Percent | 12% | ||||||
Additional Distributions Percent Payable To Related Party | 60% | ||||||
Operating Stage Distribution Three [Member] | Lightstone Slp Llc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional Distributions Percent Payable To Related Party | 40% | ||||||
Operating Stage Distribution One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share Price | $ 10 | ||||||
Lightstone Slp Llc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Subordinated General Partner Participation Units | 17,700 | ||||||
Proceeds from Limited Partnership Investments | $ 4,200 | $ 12,900 | |||||
Subordinate Profit Interest Value | $ 17,700 | $ 7,900 | |||||
Distributions, annualized rate of return | 7% | 7% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |
Franchise Fee Percentage | 5% |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Management Agreement Term | 1 year |
Property Management Fee, Percent Fee | 3% |
Marketing Fund Charge Percent | 1.50% |
Franchise Agreement Term | 15 years |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Management Agreement Term | 10 years |
Property Management Fee, Percent Fee | 3.50% |
Marketing Fund Charge Percent | 3.50% |
Franchise Agreement Term | 20 years |