Document and Entity Information
Document and Entity Information - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 15, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Lightstone Value Plus Real Estate Investment Trust III, Inc. | ||
Entity Central Index Key | 0001563756 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 13.2 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Investment property: | ||
Land and improvements | $ 21,656,730 | $ 22,446,179 |
Building and improvements | 91,585,498 | 106,017,613 |
Furniture and fixtures | 15,946,892 | 17,801,356 |
Construction in progress | 160,000 | 792,307 |
Gross investment property | 129,349,120 | 147,057,455 |
Less accumulated depreciation | (17,551,394) | (14,639,315) |
Net investment property | 111,797,726 | 132,418,140 |
Investments in unconsolidated affiliated real estate entities | 25,929,408 | 29,983,987 |
Cash and cash equivalents | 6,102,573 | 9,965,724 |
Marketable securities, available for sale | 3,228,759 | 3,708,223 |
Restricted cash | 7,440,620 | 1,672,957 |
Accounts receivable and other assets | 1,585,759 | 2,178,388 |
Total Assets | 156,084,845 | 179,927,419 |
Liabilities and Stockholders' Equity | ||
Accounts payable and other accrued expenses | 2,826,937 | 3,529,293 |
Mortgages payable, net | 65,641,277 | 79,336,807 |
Due to related parties | 451,337 | 157,114 |
Distributions payable | 0 | 685,449 |
Total liabilities | 68,919,551 | 83,708,663 |
Commitments and Contingencies | ||
Company's stockholders' equity: | ||
Preferred stock, $0.01 par value; 50.0 million shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 200.0 million shares authorized, 13.3 million and 13.5 million shares issued and outstanding, respectively | 133,102 | 134,515 |
Additional paid-in-capital | 114,002,133 | 115,380,181 |
Accumulated other comprehensive loss | (78,676) | (450,285) |
Accumulated deficit | (38,983,377) | (30,937,879) |
Total Company stockholders' equity | 75,073,182 | 84,126,532 |
Noncontrolling interests | 12,092,112 | 12,092,224 |
Total Stockholders' Equity | 87,165,294 | 96,218,756 |
Total Liabilities and Stockholders' Equity | $ 156,084,845 | $ 179,927,419 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 13,300,000 | 13,500,000 |
Common Stock, shares outstanding | 13,300,000 | 13,500,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 32,455,782 | $ 33,966,599 |
Expenses: | ||
Property operating expenses | 20,657,994 | 20,852,350 |
Real estate taxes | 1,582,044 | 1,627,650 |
General and administrative costs | 2,966,954 | 2,962,769 |
Depreciation and amortization | 5,673,357 | 5,610,224 |
Total operating expenses | 30,880,349 | 31,052,993 |
Operating income | 1,575,433 | 2,913,606 |
Interest expense | (4,415,481) | (5,224,217) |
Gain on disposition of investment property | 1,368,810 | |
Loss from investments in unconsolidated affiliated real estate entities | (2,767,916) | (2,695,001) |
Other income, net | 175,246 | 732,302 |
Net loss | (4,063,908) | (4,273,310) |
Less: net loss attributable to noncontrolling interests | 48 | 51 |
Net loss applicable to Company's common shares | $ (4,063,860) | $ (4,273,259) |
Net loss per Company's common shares, basic and diluted | $ (0.30) | $ (0.32) |
Weighted average number of common shares outstanding, basic and diluted | 13,366,468 | 13,537,316 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (4,063,908) | $ (4,273,310) |
Other comprehensive income/(loss): | ||
Holding gain/(loss) on marketable securities | 333,256 | (506,750) |
Reclassification adjustment for loss included in net loss | 38,359 | 56,458 |
Other comprehensive income/(loss) | 371,615 | (450,292) |
Comprehensive loss | (3,692,293) | (4,723,602) |
Less: Comprehensive loss attributable to noncontrolling interests | 42 | 58 |
Comprehensive loss attributable to the Company's common shares | $ (3,692,251) | $ (4,723,544) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total Noncontrolling Interests [Member] | Total |
BALANCE at Dec. 31, 2017 | $ 136,258 | $ 117,061,644 | $ 0 | $ (18,548,148) | $ 12,092,402 | $ 110,742,156 |
BALANCE (in shares) at Dec. 31, 2017 | 13,625,769 | |||||
Net loss | $ 0 | 0 | 0 | (4,273,259) | (51) | (4,273,310) |
Other comprehensive (loss)/income | 0 | 0 | (450,285) | 0 | (7) | (450,292) |
Distributions declared | 0 | 0 | 0 | (8,116,472) | 0 | (8,116,472) |
Distributions paid to noncontrolling interests | 0 | 0 | 0 | 0 | (120) | (120) |
Redemption and cancellation of shares | $ (1,743) | (1,681,463) | 0 | 0 | 0 | (1,683,206) |
Redemption and cancellation of shares (in shares) | (174,338) | |||||
BALANCE at Dec. 31, 2018 | $ 134,515 | 115,380,181 | (450,285) | (30,937,879) | 12,092,224 | 96,218,756 |
BALANCE (in shares) at Dec. 31, 2018 | 13,451,431 | |||||
Net loss | $ 0 | 0 | 0 | (4,063,860) | (48) | (4,063,908) |
Other comprehensive (loss)/income | 0 | 0 | 371,609 | 0 | 6 | 371,615 |
Distributions declared | 0 | 0 | 0 | (3,981,638) | 0 | (3,981,638) |
Distributions paid to noncontrolling interests | 0 | 0 | 0 | 0 | (70) | (70) |
Redemption and cancellation of shares | $ (1,413) | (1,378,048) | 0 | 0 | 0 | (1,379,461) |
Redemption and cancellation of shares (in shares) | (141,204) | |||||
BALANCE at Dec. 31, 2019 | $ 133,102 | $ 114,002,133 | $ (78,676) | $ (38,983,377) | $ 12,092,112 | $ 87,165,294 |
BALANCE (in shares) at Dec. 31, 2019 | 13,310,227 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,063,908) | $ (4,273,310) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Loss from investments in unconsolidated affiliated real estate entities | 2,767,916 | 2,695,001 |
Depreciation and amortization | 5,673,357 | 5,610,224 |
Amortization of deferred financing costs | 282,695 | 475,663 |
Gain on disposition of investment property | (1,368,810) | |
Other non-cash adjustments | 79,976 | 101,614 |
Changes in assets and liabilities: | ||
Decrease/(increase) in accounts receivable and other assets | 403,573 | (189,919) |
(Decrease)/increase in accounts payable and other accrued expenses | (794,756) | 491,427 |
Increase/(decrease) in due to related parties | 294,223 | (5,804) |
Net cash provided by operating activities | 3,274,266 | 4,904,896 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of investment property | (2,833,140) | (3,058,003) |
Proceeds from sale of marketable securities | 1,018,865 | 1,957,490 |
Purchase of marketable securities | (205,335) | (6,172,462) |
Proceeds from disposition of investment property, net | 19,388,850 | |
Investments in unconsolidated affiliated real estate entities | (550,442) | (15,435,497) |
Distributions from unconsolidated affiliated real estate entities | 1,837,104 | 562,500 |
Net cash provided by/(used in) investing activities | 18,655,902 | (22,145,972) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on mortgages payable | (13,638,270) | (7,981,638) |
Payment of loan fees and expenses | (340,766) | (60,002) |
Distributions to noncontrolling interests | (70) | (120) |
Distributions to common stockholders | (4,667,089) | (8,125,356) |
Redemption and cancellation of common shares | (1,379,461) | (1,683,206) |
Net cash used in financing activities | (20,025,656) | (17,850,322) |
Net change in cash, cash equivalents and restricted cash | 1,904,512 | (35,091,398) |
Cash, cash equivalents and restricted cash, beginning of year | 11,638,681 | 46,730,079 |
Cash, cash equivalents and restricted cash, end of year | 13,543,193 | 11,638,681 |
Supplemental cash flow information for the periods indicated is as follows: | ||
Cash paid for interest | 4,231,871 | 4,814,839 |
Distributions declared, but not paid | 685,449 | |
Investment property acquired but not paid | 92,404 | 154,987 |
Holding gain/loss on marketable securities, available for sale | $ 371,615 | $ 450,292 |
Structure
Structure | 12 Months Ended |
Dec. 31, 2019 | |
Structure | |
Structure | 1 . Structure Lightstone Value Plus Real Estate Investment Trust III, Inc. (‘‘Lightstone REIT III’’), is a Maryland corporation, formed on October 5, 2012, 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, 2015. The Lightstone REIT III 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 III LP, a Delaware limited partnership (the ‘‘Operating Partnership’’). As of December 31, 2019, Lightstone REIT III held an approximately 99% general partnership interest in the Operating Partnership’s common units. Lightstone REIT III and the Operating Partnership and its subsidiaries are collectively referred to as the “Company” and the use of “we,” “our,” “us” or similar pronouns refers to Lightstone REIT III, its Operating Partnership or the Company as required by the context in such pronoun used. The Company has and will continue to seek to acquire a diverse portfolio of real estate assets and real estate-related investments, including hotels, other commercial and/or residential properties, primarily located in the United States. All such properties may be acquired and operated by the Company alone or jointly with another party. The Company may also originate or acquire mortgage loans secured by real estate. Although the Company expects that most of its investments will be of these types, it may make other investments. In fact, it may invest in whatever types of real estate-related investments that it believes are in its best interests. The Company currently has one operating segment. As of December 31, 2019, the Company (i) majority owned and consolidated the operating results and financial condition of eight limited service hotels containing a total of 872 rooms, (ii) held an unconsolidated 22.5% membership interest in RP Maximus Cove, L.L.C. (the “Cove Joint Venture”) which the Company subsequently disposed of on February 12, 2020 and (iii) an unconsolidated 50.0% membership interest in LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”). The Company accounts for its unconsolidated membership interests in both the Cove Joint Venture and the Hilton Garden Inn Joint Venture under the equity method of accounting. The Company’s advisor is Lightstone Value Plus REIT III LLC (the “Advisor”), which is majority owned by David Lichtenstein. On July 16, 2014, the Advisor contributed $2,000 to the Operating Partnership in exchange for 200 limited partner units in the Operating Partnership. The Advisor also owns 20,000 shares of our common stock (“Common Shares”) which were issued on December 24, 2012 for $200,000, or $10.00 per share. Mr. Lichtenstein also is a majority owner of the equity interests of the Lightstone Group, LLC. The Lightstone Group, LLC served as the Company’s sponsor (the ‘‘Sponsor’’) during its initial public offering (the “Offering”) which terminated on March 31, 2017. Mr. Lichtenstein owns 222,222 Common Shares which were issued on December 11, 2014 for $2.0 million, or $9.00 per share. Subject to the oversight of the Company’s board of directors (the “Board of Directors”), the Advisor has primary responsibility for making investment decisions on behalf of the Company and managing its day-to-day operations. Through his ownership and control of the Lightstone Group, LLC, Mr. Lichtenstein is the indirect owner and manager of Lightstone SLP III LLC, a Delaware limited liability company (the “Special Limited Partner”), which owns 242 subordinated participation interests (“Subordinated Participation Interests”) in the Operating Partnership which were acquired for $12.1 million in connection with the Offering. Mr. Lichtenstein also acts as the Company’s Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT III or the Operating Partnership. The Company does not have any employees. The Advisor receives compensation and fees for services related to the investment and management of the Company’s assets. The Company’s Advisor has certain affiliates which may which may manage the properties the Company acquires. However, the Company also contracts with 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 Common 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. In the event the Company does not begin the process of achieving a liquidity event prior to March 31, 2025, which is the eighth anniversary of the termination of its Offering, its charter requires either (a) an amendment to its charter to extend the deadline to begin the process of achieving a liquidity event, or (b) the holding of a stockholders meeting to vote on a proposal for an orderly liquidation of its portfolio. Noncontrolling Interests – Partners of the Operating Partnership Limited Partner On July 16, 2014, the Advisor contributed $2,000 to the Operating Partnership in exchange for 200 limited partner units in the Operating Partnership. The Advisor has the right to convert limited partner units into cash or, at the Company’s option, an equal number of its Common Shares. Special Limited Partner In connection with the Company’s Offering, which terminated on March 31, 2017, the Special Limited Partner purchased from the Operating Partnership an aggregate of approximately 242 Subordinated Participation Interests for consideration of $12.1 million. The Subordinated Participation Interests were each purchased for $50,000 in consideration and may be entitled to receive liquidation distributions upon the liquidation of Lightstone REIT III. As the majority owner of the Special Limited Partner, Mr. Lichtenstein is the beneficial owner of a 99% interest in such Subordinated Participation Interests and will thus receive an indirect benefit from any distributions made in respect thereof. These Subordinated Participation Interests entitle the Special Limited Partner to a portion of any regular and liquidation distributions that the Company makes to its stockholders, but only after its stockholders have received a stated preferred return. The Advisor and its affiliates and the Special Limited Partner are related parties of the Company. Certain of these entities are entitled to compensation for services 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 Note 8 – Related Party Transactions for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Lightstone REIT III and the Operating Partnership and its subsidiaries (over which Lightstone REIT III exercises financial and operating control). As of December 31, 2019, the Company had a 99% general partnership interest in the Operating Partnership. All inter-company balances and transactions have been eliminated in consolidation. 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 real estate and depreciable lives. 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 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 are accounted for using the equity method. Investments in other real estate entities where the Company has virtually no influence will be accounted for using the cost method. Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As required by the Company’s lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, 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. As of December 31, 2019, restricted cash also included approximately $5.2 million resulting from the sale of a SpringHill Suites by Marriott hotel (the “SpringHill Suites – Green Bay”) located in Green Bay, Wisconsin (see Note 3), temporarily placed in escrow with a qualified intermediary to potentially facilitate a like-kind exchange transaction in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended. 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: December 31, 2019 2018 Cash and cash equivalents $ 6,102,573 $ 9,965,724 Restricted cash 7,440,620 1,672,957 Total cash, cash equivalents and restricted cash $ 13,543,193 $ 11,638,681 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 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. Revenues 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 contractual 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 hotels. 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 contractual 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 contractual liabilities are not significant. The Company notes no significant judgments regarding the recognition of room, food and beverage or other revenues. For the Year Ended December 31, 2019 2018 Revenues Room $ 31,057,929 $ 32,696,125 Food, beverage and other 1,397,853 1,270,474 Total revenues $ 32,455,782 $ 33,966,599 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. Investments 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 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. Accounting for Business Combinations Upon the acquisition of real estate operating properties that meet the definition of a business, the Company estimates the fair value of acquired tangible assets and identified intangible assets and liabilities and certain liabilities such as assumed debt and contingent liabilities, 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. Based on these estimates, the Company evaluates the existence of goodwill or a gain from a bargain purchase and allocates the initial purchase price to the applicable assets, liabilities and noncontrolling interests, if any. As final information regarding fair value of the assets acquired, liabilities assumed and noncontrolling interests is received and estimates are refined, appropriate adjustments are made to the purchase price allocation. The allocations are finalized as soon as all the information necessary is available and in no case later than within twelve months from the acquisition date. Fees incurred related to the acquisition of real estate operating properties that meet the definition of a business are expensed as incurred within general and administrative costs within the consolidated statements of operations. Carrying Value of Assets The amounts to be 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 may be significant based upon the assumptions made in calculating these estimates. Impairment Evaluation Management evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The Company evaluates the long-lived 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 estimated cash flows used for the impairment analysis and the determination of estimated fair value is 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. Changes in estimated future cash flows due to changes in the Company’s plans or views of market and economic conditions could result in recognition of impairment losses, which, under the applicable accounting guidance, may be substantial. Depreciation and Amortization Depreciation expense is computed based on the straight-line method over the estimated useful life of the applicable real estate asset. The Company generally uses estimated useful lives of up to thirty-nine years for buildings and improvements and five to ten years for furniture and fixtures. Maintenance and repairs are charged to expense as incurred. 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 either the equity or cost 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 income or loss from investments in unconsolidated affiliated real estate entities. If an investment qualifies for the cost method of accounting, our investment is recorded initially at cost, and subsequently adjusted for cash contributions and distributions resulting from any capital events. Distributions received from the underlying entity are recorded as interest or dividend income. 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. An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. The ultimate realization of our investment in partially owned entities is dependent on a number of factors including the performance of that entity and market conditions. If the Company determines that a decline in the value of a partially owned entity is other than temporary, it will record an impairment charge. Deferred Costs The Company capitalizes initial direct costs associated with financing activities. The costs are capitalized upon the execution of the loan, presented in the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan and amortized over the initial term of the corresponding loan. Amortization of deferred loan costs will begin in the period during which the loan is originated using the effective interest method over the term of the loan. Income Taxes The Company elected to qualify as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2015. If the Company remains qualified as a REIT, it generally will not be subject to U.S. federal income tax on its net taxable income that it distributes to its stockholders. To maintain its REIT qualification, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. If the Company fails to remain qualified for taxation as a REIT in any subsequent year and does not qualify for certain statutory relief provisions, its income for that year will be taxed at regular corporate rates, and it may be precluded from qualifying for treatment as a REIT for the four-year period following its failure to qualify as a REIT. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. 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 may be subject to U.S. federal and state income taxes and franchise taxes from these activities. As of December 31, 2019 and 2018, we had no material uncertain income tax positions. Additionally, even if the Company continues to qualify as a REIT for U.S. federal income tax purposes, we may still be subject to some U.S. federal, state and local taxes on our income and property and to U.S. federal income taxes and excise taxes on our undistributed income, if any. Concentration of Risk The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed U.S. federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. Basic and Diluted Net Earnings per Common Share Net earnings per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and other assets, accounts payable and other accrued expenses, due to/from related parties and distributions payable approximate their fair values because of the short maturity of these instruments. The estimated fair value of our mortgages payable is as follows: As of December 31, 2019 As of December 31, 2018 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Mortgages payable $ 65,983,719 $ 65,974,411 $ 79,621,989 $ 78,692,677 The fair value of our mortgages payable was determined by discounting the future contractual interest and principal payments by market interest rates. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board issued an accounting standards update (“ASU”) that amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. The standard became effective for the Company on January 1, 2019. The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Company did not recognize any right-of-use assets or lease liabilities upon adoption of the standard. The Company does not have any material leases such as ground leases or building leases or any material leases with a term greater than one year. From time to time the Company will enter into immaterial leases for miscellaneous office equipment such as copiers. The resulting right-of-use assets or lease liabilities would be immaterial in the aggregate and are recognized in the period they are incurred as lease expense. The adoption of this standard did not have a material effect on our consolidated financial position or our results of operations. New Accounting Pronouncements 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. Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. |
Disposition of SpringHill Suite
Disposition of SpringHill Suites - Green Bay | 12 Months Ended |
Dec. 31, 2019 | |
Disposition of SpringHill Suites - Green Bay | |
Disposition of SpringHill Suites - Green Bay | 3 . Disposition of SpringHill Suites – Green Bay On August 19, 2019, certain wholly owned subsidiaries (collectively, the “Green Bay Sellers”) of the Operating Partnership and MCR Hospitality Fund REIT LLC (the “Green Bay Buyer”), an unaffiliated third party, entered into a purchase and sale agreement (the “SpringHill Suites – Green Bay Agreement”) pursuant to which the Green Bay Sellers would dispose of the SpringHill Suites – Green Bay to the Green Bay Buyer for a contractual sales price of $19.6 million. On October 24, 2019, pursuant to the terms of the SpringHill Suites – Green Bay Agreement, the Green Bay Sellers completed the disposition of the SpringHill Suites – Green Bay to the Green Bay Buyer for $19.4 million, net of expenses of $0.2 million, resulting in a gain on the disposition of investment property of approximately $1.4 million. Additionally, approximately $12.0 million of the proceeds were used for a required paydown of the Company’s nonrecourse revolving credit facility (the “Revolving Credit Facility”) (See Note 6) and approximately $5.2 million of the proceeds were placed in escrow with a qualified intermediary to facilitate a potential like-kind exchange transaction in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended, and is classified as restricted cash on the consolidated balance sheet at December 31, 2019. The disposition of the SpringHill Suites – Green Bay did not qualify to be reported as discontinued operations since the disposition did not represent a strategic shift in the Company’s operations that had a major effect on the Company’s operations and financial results. Accordingly, the operating results of the SpringHill Suites – Green Bay are reflected in the Company’s results from continuing operations for all periods presented through its date of disposition. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliated Real Estate Entities | 12 Months Ended |
Dec. 31, 2019 | |
Investments in Unconsolidated Affiliated Real Estate Entities | |
Investments in Unconsolidated Affiliated Real Estate Entities | 4 . Investments in Unconsolidated Affiliated Real Estate 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 the unconsolidated affiliated real estate entities is as follows: As of Entity Date of Ownership Ownership % December 31, 2019 December 31, 2018 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 22.50 % $ 14,150,280 $ 17,214,909 LVP LIC Hotel JV LLC (the "Hilton Garden Inn Joint Venture") March 27, 2018 50.00 % 11,779,128 12,769,078 Total investments in unconsolidated affiliated real estate entities $ 25,929,408 $ 29,983,987 The Cove Joint Venture On January 31, 2017, the Company, through its wholly owned subsidiary, REIT III COVE LLC along with LSG Cove LLC, an affiliate of the Sponsor and a related party, REIT IV COVE LLC, a wholly owned subsidiary of Lightstone Real Estate Income Trust, Inc. (“Lightstone IV”), a real estate investment trust also sponsored by the Sponsor and a related party and Maximus Cove Investor LLC (“Maximus”), an unrelated third party, completed the acquisition of all of RP Cove, L.L.C’s membership interest in RP Maximus Cove, L.L.C. (the “Cove Joint Venture”) for aggregate consideration of approximately $255.0 million (the “Cove Transaction”). The Cove Joint Venture owns and operates The Cove at Tiburon (“the Cove”), a 281-unit, luxury waterfront multifamily residential property located in Tiburon, California. Prior to entering into The Cove Transaction, Maximus previously owned a separate noncontrolling interest in the Cove Joint Venture. The Company paid approximately $20.0 million for a 22.5% membership interest in the Cove Joint Venture. The Company’s ownership interest in the Cove Joint Venture was a non-managing interest. The Company determined that the Cove Joint Venture was a variable interest entity but the Company was not the primary beneficiary. The Company accounted for its ownership interest in the Cove Joint Venture in accordance with the equity method of accounting because it exerted significant influence over but did not control the Cove Joint Venture. All capital contributions and distributions of earnings from the Cove Joint Venture were made on a pro rata basis in proportion to each member’s equity interest percentage. Any distributions in excess of earnings from the Cove Joint Venture are made to the members pursuant to the terms of the Cove Joint Venture’s operating agreement. An affiliate of Maximus is the asset manager of the Cove and receives certain fees as defined in the Property Management Agreement for the management of the Cove. The Company commenced recording its allocated portion of profit/loss and cash distributions beginning as of January 31, 2017 with respect to its 22.5% membership interest in the Cove Joint Venture. Subsequent to the Company’s acquisition of its 22.5% membership interest in the Cove Joint Venture through December 31, 2019, it made an aggregate of $2.6 million (including $0.5 million during the year ended December 31, 2019) of additional capital contributions and received aggregate distributions of $0.9 million (all during the year ended December 31, 2019). On December 17, 2019, REIT III Cove LLC, REIT IV Cove LLC, LSG Cove LLC (collectively, the “Redeemers”), Maximus and the Cove Joint Venture entered into a redemption agreement (the “Redemption Agreement”), pursuant to which the Cove Joint Venture would redeem the membership interests of the Redeemers for an aggregate redemption price of approximately $87.6 million. On February 12, 2020, the Cove Joint Venture completed the redemption of the Redeemers’ membership interests in the Cove Joint Venture pursuant to the terms of the Redemption Agreement for an aggregate redemption price of approximately $87.6 million. In connection, with the redemption of its 22.5% membership interest in the Cove Joint Venture, the Company received proceeds of approximately $21.9 million. The Cove Joint Venture Financial Information The Company’s carrying value of its interest in the Cove Joint Venture differed from its share of member’s equity reported in the condensed balance sheet of the Cove Joint Venture due to the Company’s basis of its investment in excess of the historical net book value of the Cove Joint Venture. The Company’s additional basis allocated to depreciable assets was being recognized on a straight-line basis over the lives of the appropriate assets. The following table represents the condensed income statements for the Cove Joint Venture: For the Year For the Year (amounts in thousands) Ended December 31, 2019 Ended December 31, 2018 Revenues $ 16,129 $ 14,604 Property operating expenses 5,057 4,995 General and administrative costs 119 169 Depreciation and amortization 11,498 10,211 Operating loss (545) (771) Loss on debt extinguisment (1,521) — Interest expense and other, net (9,424) (11,002) Net loss $ (11,490) $ (11,773) Company's share of net loss (22.5%) $ (2,585) $ (2,649) Adjustment to depreciation and amortization expense (1) (40) (97) Company’s loss from investment $ (2,625) $ (2,746) The following table represents the condensed balance sheets for the Cove Joint Venture: As of As of (amounts in thousands) December 31, 2019 December 31, 2018 Real estate, at cost (net) $ 138,045 $ 148,441 Cash and restricted cash 1,491 2,138 Other assets 1,141 1,810 Total assets $ 140,677 $ 152,389 Mortgage payable, net $ 178,353 $ 174,098 Other liabilities 1,339 2,776 Members’ deficit (1) (39,015) (24,485) Total liabilities and members’ deficit $ 140,677 $ 152,389 1. The adjustment to depreciation and amortization expense related to the difference between the Company’s basis in the Cove Joint Venture and the amount of the underlying equity in net assets of the Cove Joint Venture. Hilton Garden Inn Joint Venture On March 27, 2018, the Company and its Sponsor’s other public program, Lightstone Value Plus Real Estate Investment Trust II, Inc. (“Lightstone REIT II”), acquired, through the Hilton Garden Inn Joint Venture, a 183‑room, limited-service hotel located at 29‑21 41 st Avenue, Long Island City, New York (the “Hilton Garden Inn - Long Island City”) from an unrelated third party, for aggregate consideration of approximately $60.0 million, which consisted of $25.0 million of cash and $35.0 million of proceeds from a loan from a financial institution, excluding closing and other related transaction costs. The Company and Lightstone REIT II each have a 50.0% membership interest in the Hilton Garden Inn Joint Venture. The Company paid approximately $12.9 million for a 50.0% membership interest in the Hilton Garden Inn Joint Venture. The Company’s membership interest in the Hilton Garden Inn Joint Venture is a co-managing interest. The Company accounts for its membership interest in the Hilton Garden Inn Joint Venture in accordance with the equity method of accounting because it exerts significant influence over but does not control the Hilton Garden Inn Joint Venture. All capital contributions and distributions of earnings from the Hilton Garden Inn Joint Venture are made on a pro rata basis in proportion to each member’s equity interest percentage. Any distributions in excess of earnings from the Hilton Garden Inn Joint Venture are made to the members pursuant to the terms of the Hilton Garden Inn Joint Venture’s operating agreement. The Company commenced recording its allocated portion of profit/loss and cash distributions beginning as of March 27, 2018 with respect to its membership interest of 50.0% in the Hilton Garden Inn Joint Venture. Subsequent to the Company’s acquisition of its 50.0% membership interest in the Hilton Garden Joint Venture through December 31, 2019, it has made an aggregate of $0.7 million (including $0.1 million during the year ended December 31, 2019) of additional capital contributions and received aggregate distributions of $1.5 million (including $0.9 million during the year ended December 31, 2019). Hilton Garden Inn Joint Venture Financial Information The following table represents the condensed income statement for the Hilton Garden Inn Joint Venture for the period indicated: For the Period March 27, 2018 For the Yeard Ended (date of investment) (amounts in thousands) December 31, 2019 through December 31, 2018 Revenues $ 11,009 $ 9,044 Property operating expenses 6,761 5,502 General and administrative costs — 62 Depreciation and amortization 2,527 1,914 Operating income 1,721 1,566 Interest expense and other, net (2,006) (1,465) Net (loss)/income $ (285) $ 101 Company's share of net (loss)/income (50.00%) $ (143) $ 51 The following table represents the condensed balance sheet for the Hilton Garden Inn Joint Venture: As of As of (amounts in thousands) December 31, 2019 December 31, 2018 Investment property, net $ 56,775 $ 58,799 Cash 904 554 Other assets 894 1,218 Total assets $ 58,573 $ 60,571 Mortgage payable, net $ 34,821 $ 34,766 Other liabilities 794 867 Members’ capital 22,958 24,938 Total liabilities and members’ capital $ 58,573 $ 60,571 |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities and Fair Value Measurements | |
Marketable Securities and Fair Value Measurements | 5 . Marketable Securities and Fair Value Measurements Marketable Securities The following is a summary of the Company’s available for sale securities as of the dates indicated: As of December 31, 2019 Gross Unrealized Gross Unrealized Adjusted Cost Gains Losses Fair Value Marketable Securities: Equity securities: Mutual funds $ 387,529 $ 805 $ — $ 388,334 Debt securities: Corporate Bonds 2,919,095 60,550 (139,220) 2,840,425 Total $ 3,306,624 $ 61,355 $ (139,220) $ 3,228,759 As of December 31, 2018 Gross Unrealized Gross Unrealized Adjusted Cost Gains Losses Fair Value Debt securities $ 4,158,515 $ — $ (450,292) $ 3,708,223 When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s amortized cost basis. As of December 31, 2019, the Company did not recognize any impairment charges. 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, 2019, the Company’s equity securities were classified as Level 1 assets and the Company’s debt securities were classified as Level 2 assets. There were no transfers between the level classifications during the year ended December 31, 2019. The fair values of the Company’s investments in equity securities are measured using quoted prices in active markets for identical assets and debt securities are measured using readily available quoted prices for similar assets. The following table summarizes the estimated fair value of our investments in debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities: As of December 31, 2019 Due in 1 year $ — Due in 1 year through 5 years 2,233,390 Due in 5 year through 10 years — Due after 10 years 607,035 Total $ 2,840,425 The Company did not have any other significant financial assets or liabilities, which would require revised valuations that are recognized at fair value. |
Mortgages payable, net
Mortgages payable, net | 12 Months Ended |
Dec. 31, 2019 | |
Mortgages payable, net | |
Mortgage payable, net | 6 . Mortgages payable, net Mortgages payable, net consisted of the following: Weighted Average Interest Rate as of Interest December 31, Maturity Amount Due As of As of Description Rate 2019 Date at Maturity December 31, 2019 December 31, 2018 Revolving Credit Facility LIBOR + 3.50% 5.71 % July 2022 $ 38,414,814 $ 38,988,014 $ 52,159,414 Promissory Note, secured by two properties 4.73% 4.73 % October 2021 26,127,572 26,995,705 27,462,575 Total mortgages payable 5.31 % $ 64,542,386 65,983,719 79,621,989 Less: Deferred financing costs (342,442) (285,182) Total mortgage payable, net $ 65,641,277 $ 79,336,807 The Company, through certain subsidiaries, has a Revolving Credit Facility with a financial institution. The Revolving Credit Facility provides the Company with a line of credit of up to $60.0 million pursuant to which it may designate properties as collateral that allow borrowings up to a 65.0% loan-to-value ratio subject to also meeting certain financial covenants, including a prescribed minimum debt yield. The Revolving Credit Facility provides for monthly interest-only payments and the entire principal balance is due upon its expiration. The Revolving Credit Facility, which was entered into on July 13, 2016, had an initial maturity date of July 13, 2019, subject to two one-year options to extend at the sole discretion of the lender. The initial interest rate on the Revolving Credit Facility was Libor plus 4.95% until it was reduced to Libor plus 3.50% effective June 18, 2018. On July 11, 2019, the Company and the lender amended the Revolving Credit Facility to extend the initial maturity date for 60 days to provide additional time to finalize the terms of a long-term extension. In connection with this amendment, the interest rate on the Revolving Credit Facility was reduced from Libor plus 3.50% to Libor plus 3.15%, effective July 1, 2019 and the requirements under the minimum debt yield ratio were modified effective as of March 31, 2019. On August 22, 2019, the Company and the lender further amended the Revolving Credit Facility to extend the maturity date to July 13, 2022, subject to two, one-year options to extend at the sole discretion of the lender. In connection with this amendment, the Company (i) made a principal paydown of approximately $0.6 million on August 22, 2019, (ii) made an additional principal paydown of approximately $0.6 million on December 31, 2019, (iii) was precluded from making any further draws under the Revolving Credit Facility on the properties currently pledged as collateral through January 31, 2020 and (iv) subject to certain conditions, may be required to make an additional principal paydown of approximately $0.6 million by April 1, 2020. On October 24, 2019, the Company completed the disposition of the SpringHill Suites – Green Bay, which was previously designated as collateral under the Revolving Credit Facility. Approximately $12.0 million of the proceeds from the disposition of the SpringHill Suites – Green Bay were used for a required paydown of the Revolving Credit Facility. See Note 3. As of December 31, 2019, the Company had pledged six of its hotel properties as collateral under the Revolving Credit Facility. On October 5, 2016, the Company entered into a promissory note (the “Promissory Note”) for $28.4 million. The Promissory Note has a term of five years, bears interest at 4.73% and requires monthly interest and principal payments of $147,806 through its stated maturity with the then remaining unpaid balance of approximately $26.1 million due upon maturity. The Promissory Note is cross-collateralized by two of the Company’s hotel properties (Home2 Suites – Tukwila and Home2 Suites – Salt Lake City). Principal Maturities The following table, based on the initial terms of the mortgage, sets forth their aggregate estimated contractual principal maturities, including balloon payments due at maturity, as of December 31, 2019: 2020 2021 2022 2023 2024 Thereafter Total Principal maturities $ 1,059,292 $ 26,509,613 $ 38,414,814 $ — $ — $ — $ 65,983,719 Less: Deferred financing costs (342,442) Total principal maturities, net $ 65,641,277 Debt Compliance Pursuant to the Company’s debt agreements, approximately $2.3 million and $1.7 million was held in restricted escrow accounts as of December 31, 2019 and 2018, respectively. Such escrows are subject to release in accordance with the applicable debt agreement for the payment of real estate taxes, insurance and capital improvements, as required. Certain of our debt agreements also contain clauses providing for prepayment penalties and the Revolving Credit Facility requires the maintenance of certain ratios, including a minimum debt yield ratio. As of December 31, 2019, the Company was in compliance with all of its financial debt covenants. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholder's Equity | |
Stockholder's Equity | 7 . Stockholder’s Equity Preferred Stock The Company’s charter authorizes its board of directors to designate and issue one or more classes or series of preferred stock without approval of the stockholders of Common Shares. On July 11, 2014, the Company amended and restated its charter to authorize the issuance of 50,000,000 shares of preferred stock. Prior to the issuance of shares of each class or series, the Company’s board of directors is required by Maryland law and by the Company’s charter to set, subject to the Company’s charter restrictions on ownership and transfer of stock, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption of each class or series of preferred stock so issued, which may be more beneficial than the rights, preferences and privileges attributable to Common Shares. The issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of the Company. As of December 31, 2019 and December 31, 2018, the Company had no outstanding shares of preferred stock. Common Shares On July 11, 2014, the Company amended and restated its charter to authorize the issuance of 200,000,000 Common Shares. Under its charter, the Company cannot make some 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, and (3) its merger, consolidation or the sale or other disposition of its assets. Share exchanges in which the Company is the acquirer, however, do not require stockholder approval. All of the common stock offered by the Company will be duly authorized, fully paid and nonassessable. Subject to the restrictions on ownership and transfer of stock contained in the Company’s charter and except as may otherwise be specified in the charter, the holders of Common Shares are entitled to one vote per Common Share on all matters submitted to a stockholder vote, including the election of the Company’s directors. There is no cumulative voting in the election of directors. Therefore, the holders of a majority of outstanding Common Shares can elect the Company’s entire board of directors. Except as the Company’s charter may provide with respect to any series of preferred stock that the Company may issue in the future, the holders of Common Shares will possess exclusive voting power. Holders of the Company’s Common Shares are entitled to receive such distributions as authorized from time to time by the Company’s Board of Directors and declared out of legally available funds, subject to any preferential rights of any preferred stock that the Company issues in the future. In any liquidation, each outstanding Common Share entitles its holder to share (based on the percentage of Common Shares held) in the assets that remain after the Company pays its liabilities and any preferential distributions owed to preferred stockholders. Holders of Common Shares do not have preemptive rights, which means that there is no automatic option to purchase any new Common Shares that the Company issues, nor do holders of Common Shares have any preference, conversion, exchange, sinking fund or redemption rights. Holders of Common Shares do not have appraisal rights unless the Board of Directors determines that appraisal rights apply, with respect to all or any classes or series of stock, to a particular transaction or all transactions occurring after the date of such determination in connection with which holders of such Common Shares would otherwise be entitled to exercise appraisal rights. Common Shares are nonassessable by the Company upon its receipt of the consideration for which the Board of Directors authorized its issuance. Distributions On June 19, 2019, the Board of Directors determined to suspend regular monthly distributions. Previously, distributions in an amount equal to a 6.0% annualized rate were declared on a monthly basis beginning on January 14, 2015 through June 30, 2019 and were paid on or about the 15th day following each month end. 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, current revenues, operating and interest expenses and our ability to refinance near-term debt. In addition, the Company currently intends to continue to comply with the REIT distribution requirement that it annually distribute no less than 90% of its taxable income. The Company cannot assure that regular distributions will be made or that it will maintain any particular level of distributions that it has previously established or may establish. Total distributions declared during the years ended December 31, 2019 and 2018 were $4.0 million and $8.1 million, respectively. Share Repurchase Program The Company’s share repurchase program may provide its stockholders with limited, interim liquidity by enabling them to sell their Common Shares back to it, subject to restrictions. For the years ended December 31, 2019 and 2018, we repurchased 141,204 and 174,338 shares of common stock, respectively, at an average price per share of $9.77 and $9.64 per share, respectively. On March 19, 2020, the Board of Directors amended the share repurchase program to remove stockholder notice requirements and also approved the suspension of all redemptions effective immediately. |
Related Party and Other Transac
Related Party and Other Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party and Other Transactions | |
Related Party and Other Transactions | 8 . Related Party and Other Transactions The Company has agreements with the Advisor and its affiliates and the Special Limited Partner pursuant to which is has and/or will pay certain fees and liquidation distributions in exchange for services performed or consideration given by these entities and other affiliated entities. 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. 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. Operational Stage Fees Amount Acquisition Fee The Company pays to the Advisor or its affiliates 1.0% of the contractual purchase price of each property acquired (including its pro rata share (direct or indirect) of debt attributable to such property) or 1.0% of the amount advanced for a loan or other investment (including its pro rata share (direct or indirect) of debt attributable to such investment), as applicable. ‘‘Contractual purchase price’’ or the ‘‘amount advanced for a loan or other investment’’ means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a property, the amount of funds advanced with respect to a mortgage, or the amount actually paid or allocated in respect of the purchase of other real estate-related assets, in each case inclusive of any indebtedness assumed or incurred in respect of such asset but exclusive of acquisition fees and acquisition expenses. Acquisition Expenses The Company reimburses the Advisor for expenses actually incurred related to selecting or acquiring assets on the Company’s behalf, regardless of whether or not the Company acquires the related assets. In addition, the Company pays third parties, or reimburses the Advisor or its affiliates, for any investment-related expenses due to third parties, including, but not limited to legal fees and expenses, travel and communications expenses, cost of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses and title insurance premiums, regardless of whether or not the Company acquires the related assets. In no event will the total of all acquisition fees, financing coordination fees and acquisition expenses (including those paid to third parties, as described above) payable with respect to a particular investment be unreasonable or exceed 5% of the contractual purchase price of each property including its pro rata share (direct or indirect) of debt attributable to such property) or 5% of the amount advanced for a loan or other investment (including its pro rata share (direct or indirect) of debt attributable to attributable to such investment), as applicable. Construction Management Fee The Company may engage affiliates of the Advisor to provide construction management services for some of its properties. The Company will pay a construction management fee in an amount of up to 5% of the cost of any improvements that the affiliates of the Advisor may undertake. The affiliates of the Advisor may subcontract the performance of their duties to third parties. Fees Amount Asset Management Fee The Company pays the Advisor or its assignees a monthly asset management fee equal to one-twelfth (1⁄12) of 0.75% of the Company’s average invested assets. Average invested assets means, for a specified period, the average of the aggregate book value of its assets invested, directly or indirectly, in equity interests in and loans secured by real estate, before deducting depreciation, bad debts or other non- cash reserves, computed by taking the average of such values at the end of each month during such period. Property Management Fees Property management fees with respect to properties managed by affiliates of the Advisor are payable monthly in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of property managers in such area. The affiliates of the Advisor may subcontract the performance of their duties to third parties. The Company reimburses the affiliates of the Advisor for costs and expenses, which may include personnel costs for on-site personnel providing direct services for the properties and for roving maintenance personnel to the extent needed at the properties from time to time, and the cost of travel and entertainment, printing and stationery, advertising, marketing, signage, long distance phone calls and other expenses that are directly related to the management of specific properties. Notwithstanding the foregoing, the Company will not reimburse the affiliates of the Advisor for their general overhead costs or, other than as set forth above, for the wages and salaries and other employee-related expenses of their employees. In addition, the Company pays the affiliates of the Advisor a separate fee for the one- time initial rent-up or leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. From the Company’s inception through December 31, 2019, no property management fees or separate fees have been incurred. Operating Expenses The Company may reimburse the Advisor’s costs of providing administrative services at the end of each fiscal quarter, subject to the limitation that the Company will not reimburse the Advisor (except in limited circumstances) for any amount by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2% of average invested assets (as defined above under ‘‘— Asset Management Fee’’) for that fiscal year, and (ii) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. From the Company’s inception through December 31, 2019, the Company has not reimbursed the Advisor for providing any administrative services. Additionally, the Company reimburses the Advisor or its affiliates for personnel costs in connection with other services; however, the Company will not reimburse the Advisor for (a) services for which the Advisor or its affiliates are entitled to compensation in the form of a separate fee, or (b) the salaries and benefits of the named executive officers. Fees Amount Financing Coordination Fee If the Advisor provides services in connection with the financing of an asset, assumption of a loan in connection with the acquisition of an asset or origination or refinancing of any loan on an asset, the Company may pay the Advisor or its assignees a financing coordination fee equal to 0.75% of the amount available or outstanding under such financing. The Advisor may reallow some of or all this financing coordination fee to reimburse third parties with whom it may subcontract to procure such financing. Liquidation/Listing Stage Real Estate Disposition Commissions For substantial services in connection with the sale of a property, the Company will pay to the Advisor or any of its affiliates a real estate disposition commission in an amount equal to the lesser of (a) one-half of a real estate commission that is reasonable, customary and competitive in light of the size, type and location of the property and (b) 2.0% of the contractual sales price of the property; provided , however , that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contractual sales price or a real estate commission that is reasonable, customary and competitive in light of the size, type and location of the property. The Company’s independent directors will determine whether the Advisor or its affiliates have provided a substantial amount of services to the Company in connection with the sale of a property. A substantial amount of services in connection with the sale of a property includes the preparation by the Advisor or its affiliates of an investment package for the property (including an investment analysis, an asset description and other due diligence information) or such other substantial services performed by the Advisor or its affiliates in connection with a sale. Disposition fees of $39,200 were paid in connection with the disposition of the SpringHill Suites – Green Bay and expensed with the disposition’s closing costs during the year ended December 31, 2019. No real estate disposition commissions were incurred during the year ended December 31, 2018. Annual Subordinated Performance Fee The Company may pay the Advisor an annual subordinated performance fee calculated on the basis of the annual return to holders of Common Shares, payable annually in arrears, such that for any year in which holders of Common Shares receive payment of a 6.0% annual cumulative, pre-tax, non-compounded return on their respective net investments, the Advisor will be entitled to 15.0% of the total return in excess of such 6.0% per annum; provided , that the amount paid to the Advisor will not exceed 10.0% of the aggregate return for such year, and provided, further, that the amount paid to the Advisor will not be paid unless holders of Common Shares receive a return of their respective net investments. This fee will be payable only from realized appreciation in the Company’s assets upon their sale, other disposition or refinancing, which results in the return on stockholders’ respective net investments exceeding 6.0% per annum. For purposes of the annual subordinated performance fee, “net investment” means $10.00 per Common Share, less a pro rata share of any proceeds received from the sale, other disposition or refinancing of assets. From the Company’s inception through December 31, 2019, no annual subordinated performance fees have been incurred. Fees Amount Liquidation Distributions to the Special Limited Partner Distributions from the Operating Partnership in connection with its liquidation initially will be made to the Company (which the Company will distribute to holders of Common Shares), until holders of Common Shares have received liquidation distributions from the Operating Partnership equal to their respective net investments plus a cumulative, pre-tax, non-compounded annual return of 6.0% on their respective net investments. Thereafter, the Special Limited Partner will be entitled to receive liquidation distributions from the Operating Partnership until it has received liquidation distributions from the Operating Partnership equal to its net investment plus cumulative, pre-tax, non-compounded annual return of 6.0% on its net investment. Thereafter, 85.0% of the aggregate amount of any additional liquidation distributions by the Operating Partnership will be payable to the Company (which the Company will distribute to holders of Common Shares), and the remaining 15.0% will be payable to the Special Limited Partner. With respect to holders of Common Shares, “net investment” means $10.00 per Common Share, less a pro rata share of any proceeds received from the sale, other disposition or refinancing of assets. With respect to the Special Limited Partner, “net investment” means the value of all contributions of cash or property the Special Limited Partner has made to the Operating Partnership in consideration for its subordinated participation interests, measured as of the respective times of contribution, less a pro rata share of any proceeds received from the sale, other disposition or refinancing of assets. From the Company’s inception through December 31, 2019, no liquidating distributions have been made. Due to related parties and other transactions In addition to certain agreements with the Sponsor (see Note 1), the Company has agreements with the Advisor to pay certain fees in exchange for services performed by the Advisor and/or its affiliated entities. Additionally, the Company’s ability to secure financing and its real estate operations are dependent upon its Advisor and its affiliates to perform such services as provided in these agreements. Amounts the Company owes to the Advisor and its affiliated entities are principally for asset management fees, and are classified as due to related parties on the consolidated balance sheets. Affiliates of the Company’s Advisor may also perform fee-based construction management services for both its development and redevelopment activities and tenant construction projects. These fees will be considered incremental to the construction effort and will be capitalized to the associated real estate project as incurred . Costs incurred for tenant construction will be depreciated over the shorter of their useful life or the term of the related lease. Costs related to development and redevelopment activities will be depreciated over the estimated useful life of the associated project. The following table represents the fees incurred associated with the payments to the Company’s Advisor for the period indicated: For the Years Ended December 31, 2019 2018 Acquisition fee (1) $ — $ 300,000 Disposition fee (2) 39,200 — Finance fees (3) 303,750 — Asset management fees (general and administrative costs) 1,802,505 1,720,454 Construction management fees (4) 4,954 51,419 Total $ 2,150,409 $ 2,071,873 (1) Acquisition fees of $300,000 were capitalized and are reflected in the carrying value of our investment in the Hilton Garden Inn Joint Venture which is included in investments in unconsolidated affiliated real estate entities on the consolidated balance sheets. (2) Disposition fees of $39,200 were paid in connection with the disposition of the SpringHill Suites – Green Bay and expensed with the disposition’s closing costs. (3) Finance fees of $303,750 were capitalized and are reflected in the carrying value of our investment in the Cove Joint Venture which is included in investments in unconsolidated affiliated real estate entities on the consolidated balance sheets. (4) Generally, capitalized and amortized over the estimated useful life of the associated asset. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 9. Commitments and Contingencies Management Agreements The Company’s hotels operate pursuant to management agreements (the “Management Agreements”) with various third-party 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 initial terms ranging from 1 year to 10 years however, the agreements can be cancelled for any reason by the Company after giving sixty days’ notice after the one year anniversary of the commencement of the respective agreement. The Management Agreements provide for the payment of a base management fee equal to 3% to 3.5% of gross revenues, as defined, and an incentive management fee based on the operating results of the hotel, as defined. The base management fee and incentive management fee, if any, are recorded as a component of property operating expenses in the consolidated statements of operations. Franchise Agreements As of December 31, 2019, the Company’s hotels operated pursuant to various franchise agreements. Under the franchise agreements, the Company generally pays a fee equal to 3% to 5.5% of gross room sales, as defined, and a marketing fund charge from 2.0% to 2.5% of gross room sales. The franchise fee and marketing fund charge are recorded as a component of property operating expenses in the consolidated statements of operations. The franchise agreements are generally for initial terms ranging from 15 years to 20 years, expiring between 2028 and 2034. 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, we are 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. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Event | |
Subsequent Event | 10. Subsequent Event The extent to which the Company’s business may be affected by the current outbreak of the Coronavirus will largely depend on both current and future developments, including its duration, spread and treatment, and related travel advisories and restrictions, which could impact overall demand in the hospitality industry, all of which are highly uncertain and cannot be reasonably predicted. If demand for the Company’s hotel rooms is negatively impacted for an extended period, as a result of cancellations, travel restrictions, governmental travel advisories and/or state of emergency declarations, the Company’s business and financial results could be materially and adversely impacted. While the Company believes there are certain cost reduction strategies it can implement, there can be no assurance that they would fully mitigate the adverse impact of any lost revenue. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Lightstone REIT III and the Operating Partnership and its subsidiaries (over which Lightstone REIT III exercises financial and operating control). As of December 31, 2019, the Company had a 99% general partnership interest in the Operating Partnership. All inter-company balances and transactions have been eliminated in consolidation. 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 real estate and depreciable lives. 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 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 are accounted for using the equity method. Investments in other real estate entities where the Company has virtually no influence will be accounted for using the cost method. |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As required by the Company’s lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, 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. As of December 31, 2019, restricted cash also included approximately $5.2 million resulting from the sale of a SpringHill Suites by Marriott hotel (the “SpringHill Suites – Green Bay”) located in Green Bay, Wisconsin (see Note 3), temporarily placed in escrow with a qualified intermediary to potentially facilitate a like-kind exchange transaction in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended. 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: December 31, 2019 2018 Cash and cash equivalents $ 6,102,573 $ 9,965,724 Restricted cash 7,440,620 1,672,957 Total cash, cash equivalents and restricted cash $ 13,543,193 $ 11,638,681 |
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 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. |
Revenues | Revenues 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 contractual 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 hotels. 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 contractual 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 contractual liabilities are not significant. The Company notes no significant judgments regarding the recognition of room, food and beverage or other revenues. For the Year Ended December 31, 2019 2018 Revenues Room $ 31,057,929 $ 32,696,125 Food, beverage and other 1,397,853 1,270,474 Total revenues $ 32,455,782 $ 33,966,599 |
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. |
Investments in Real Estate | Investments 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 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. Accounting for Business Combinations Upon the acquisition of real estate operating properties that meet the definition of a business, the Company estimates the fair value of acquired tangible assets and identified intangible assets and liabilities and certain liabilities such as assumed debt and contingent liabilities, 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. Based on these estimates, the Company evaluates the existence of goodwill or a gain from a bargain purchase and allocates the initial purchase price to the applicable assets, liabilities and noncontrolling interests, if any. As final information regarding fair value of the assets acquired, liabilities assumed and noncontrolling interests is received and estimates are refined, appropriate adjustments are made to the purchase price allocation. The allocations are finalized as soon as all the information necessary is available and in no case later than within twelve months from the acquisition date. Fees incurred related to the acquisition of real estate operating properties that meet the definition of a business are expensed as incurred within general and administrative costs within the consolidated statements of operations. Carrying Value of Assets The amounts to be 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 may be significant based upon the assumptions made in calculating these estimates. Impairment Evaluation Management evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The Company evaluates the long-lived 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 estimated cash flows used for the impairment analysis and the determination of estimated fair value is 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. Changes in estimated future cash flows due to changes in the Company’s plans or views of market and economic conditions could result in recognition of impairment losses, which, under the applicable accounting guidance, may be substantial. |
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. The Company generally uses estimated useful lives of up to thirty-nine years for buildings and improvements and five to ten years for furniture and fixtures. Maintenance and repairs are charged to expense as incurred. |
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 either the equity or cost 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 income or loss from investments in unconsolidated affiliated real estate entities. If an investment qualifies for the cost method of accounting, our investment is recorded initially at cost, and subsequently adjusted for cash contributions and distributions resulting from any capital events. Distributions received from the underlying entity are recorded as interest or dividend income. 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. An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. The ultimate realization of our investment in partially owned entities is dependent on a number of factors including the performance of that entity and market conditions. If the Company determines that a decline in the value of a partially owned entity is other than temporary, it will record an impairment charge. |
Deferred Costs | Deferred Costs The Company capitalizes initial direct costs associated with financing activities. The costs are capitalized upon the execution of the loan, presented in the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan and amortized over the initial term of the corresponding loan. Amortization of deferred loan costs will begin in the period during which the loan is originated using the effective interest method over the term of the loan. |
Income Taxes | Income Taxes The Company elected to qualify as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2015. If the Company remains qualified as a REIT, it generally will not be subject to U.S. federal income tax on its net taxable income that it distributes to its stockholders. To maintain its REIT qualification, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. If the Company fails to remain qualified for taxation as a REIT in any subsequent year and does not qualify for certain statutory relief provisions, its income for that year will be taxed at regular corporate rates, and it may be precluded from qualifying for treatment as a REIT for the four-year period following its failure to qualify as a REIT. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. 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 may be subject to U.S. federal and state income taxes and franchise taxes from these activities. As of December 31, 2019 and 2018, we had no material uncertain income tax positions. Additionally, even if the Company continues to qualify as a REIT for U.S. federal income tax purposes, we may still be subject to some U.S. federal, state and local taxes on our income and property and to U.S. federal income taxes and excise taxes on our undistributed income, if any. |
Concentration of Risk | Concentration of Risk The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed U.S. federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. |
Basic and Diluted Net Earnings per Common Share | Basic and Diluted Net Earnings per Common Share Net earnings per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. |
Financial Instruments | Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and other assets, accounts payable and other accrued expenses, due to/from related parties and distributions payable approximate their fair values because of the short maturity of these instruments. The estimated fair value of our mortgages payable is as follows: As of December 31, 2019 As of December 31, 2018 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Mortgages payable $ 65,983,719 $ 65,974,411 $ 79,621,989 $ 78,692,677 The fair value of our mortgages payable was determined by discounting the future contractual interest and principal payments by market interest rates. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board issued an accounting standards update (“ASU”) that amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. The standard became effective for the Company on January 1, 2019. The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Company did not recognize any right-of-use assets or lease liabilities upon adoption of the standard. The Company does not have any material leases such as ground leases or building leases or any material leases with a term greater than one year. From time to time the Company will enter into immaterial leases for miscellaneous office equipment such as copiers. The resulting right-of-use assets or lease liabilities would be immaterial in the aggregate and are recognized in the period they are incurred as lease expense. The adoption of this standard did not have a material effect on our consolidated financial position or our results of operations. |
New Accounting Pronouncements | New Accounting Pronouncements 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. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of cash, cash equivalents, and Restricted Cash | 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: December 31, 2019 2018 Cash and cash equivalents $ 6,102,573 $ 9,965,724 Restricted cash 7,440,620 1,672,957 Total cash, cash equivalents and restricted cash $ 13,543,193 $ 11,638,681 |
Schedule of revenues from hotel operations | The Company notes no significant judgments regarding the recognition of room, food and beverage or other revenues. For the Year Ended December 31, 2019 2018 Revenues Room $ 31,057,929 $ 32,696,125 Food, beverage and other 1,397,853 1,270,474 Total revenues $ 32,455,782 $ 33,966,599 |
Schedule of mortgage payables | The estimated fair value of our mortgages payable is as follows: As of December 31, 2019 As of December 31, 2018 Carrying Estimated Fair Carrying Estimated Fair Amount Value Amount Value Mortgages payable $ 65,983,719 $ 65,974,411 $ 79,621,989 $ 78,692,677 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliated Real Estate Entities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of investments in the unconsolidated affiliated real estate | . A summary of the Company’s investments in the unconsolidated affiliated real estate entities is as follows: As of Entity Date of Ownership Ownership % December 31, 2019 December 31, 2018 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 22.50 % $ 14,150,280 $ 17,214,909 LVP LIC Hotel JV LLC (the "Hilton Garden Inn Joint Venture") March 27, 2018 50.00 % 11,779,128 12,769,078 Total investments in unconsolidated affiliated real estate entities $ 25,929,408 $ 29,983,987 |
RP Maximus Cove LLC [Member] | |
Schedule of condensed income statement | The following table represents the condensed income statements for the Cove Joint Venture: For the Year For the Year (amounts in thousands) Ended December 31, 2019 Ended December 31, 2018 Revenues $ 16,129 $ 14,604 Property operating expenses 5,057 4,995 General and administrative costs 119 169 Depreciation and amortization 11,498 10,211 Operating loss (545) (771) Loss on debt extinguisment (1,521) — Interest expense and other, net (9,424) (11,002) Net loss $ (11,490) $ (11,773) Company's share of net loss (22.5%) $ (2,585) $ (2,649) Adjustment to depreciation and amortization expense (1) (40) (97) Company’s loss from investment $ (2,625) $ (2,746) |
Schedule of condensed balance sheet | The following table represents the condensed balance sheets for the Cove Joint Venture: As of As of (amounts in thousands) December 31, 2019 December 31, 2018 Real estate, at cost (net) $ 138,045 $ 148,441 Cash and restricted cash 1,491 2,138 Other assets 1,141 1,810 Total assets $ 140,677 $ 152,389 Mortgage payable, net $ 178,353 $ 174,098 Other liabilities 1,339 2,776 Members’ deficit (1) (39,015) (24,485) Total liabilities and members’ deficit $ 140,677 $ 152,389 1. The adjustment to depreciation and amortization expense related to the difference between the Company’s basis in the Cove Joint Venture and the amount of the underlying equity in net assets of the Cove Joint Venture. |
Hilton Garden Inn [Member] | |
Schedule of condensed income statement | The following table represents the condensed income statement for the Hilton Garden Inn Joint Venture for the period indicated: For the Period March 27, 2018 For the Yeard Ended (date of investment) (amounts in thousands) December 31, 2019 through December 31, 2018 Revenues $ 11,009 $ 9,044 Property operating expenses 6,761 5,502 General and administrative costs — 62 Depreciation and amortization 2,527 1,914 Operating income 1,721 1,566 Interest expense and other, net (2,006) (1,465) Net (loss)/income $ (285) $ 101 Company's share of net (loss)/income (50.00%) $ (143) $ 51 |
Schedule of condensed balance sheet | The following table represents the condensed balance sheet for the Hilton Garden Inn Joint Venture: As of As of (amounts in thousands) December 31, 2019 December 31, 2018 Investment property, net $ 56,775 $ 58,799 Cash 904 554 Other assets 894 1,218 Total assets $ 58,573 $ 60,571 Mortgage payable, net $ 34,821 $ 34,766 Other liabilities 794 867 Members’ capital 22,958 24,938 Total liabilities and members’ capital $ 58,573 $ 60,571 |
Marketable Securities and Fai_2
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities and Fair Value Measurements | |
Schedule of available-for-sale Securities Reconciliation | The following is a summary of the Company’s available for sale securities as of the dates indicated: As of December 31, 2019 Gross Unrealized Gross Unrealized Adjusted Cost Gains Losses Fair Value Marketable Securities: Equity securities: Mutual funds $ 387,529 $ 805 $ — $ 388,334 Debt securities: Corporate Bonds 2,919,095 60,550 (139,220) 2,840,425 Total $ 3,306,624 $ 61,355 $ (139,220) $ 3,228,759 As of December 31, 2018 Gross Unrealized Gross Unrealized Adjusted Cost Gains Losses Fair Value Debt securities $ 4,158,515 $ — $ (450,292) $ 3,708,223 |
Schedule of estimated fair value of investments | The following table summarizes the estimated fair value of our investments in debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities: As of December 31, 2019 Due in 1 year $ — Due in 1 year through 5 years 2,233,390 Due in 5 year through 10 years — Due after 10 years 607,035 Total $ 2,840,425 |
Mortgages payable, net (Tables)
Mortgages payable, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Mortgages payable, net | |
Schedule of mortgages Payable, Net | Mortgages payable, net consisted of the following: Weighted Average Interest Rate as of Interest December 31, Maturity Amount Due As of As of Description Rate 2019 Date at Maturity December 31, 2019 December 31, 2018 Revolving Credit Facility LIBOR + 3.50% 5.71 % July 2022 $ 38,414,814 $ 38,988,014 $ 52,159,414 Promissory Note, secured by two properties 4.73% 4.73 % October 2021 26,127,572 26,995,705 27,462,575 Total mortgages payable 5.31 % $ 64,542,386 65,983,719 79,621,989 Less: Deferred financing costs (342,442) (285,182) Total mortgage payable, net $ 65,641,277 $ 79,336,807 |
Schedule of principal maturities | The following table, based on the initial terms of the mortgage, sets forth their aggregate estimated contractual principal maturities, including balloon payments due at maturity, as of December 31, 2019: 2020 2021 2022 2023 2024 Thereafter Total Principal maturities $ 1,059,292 $ 26,509,613 $ 38,414,814 $ — $ — $ — $ 65,983,719 Less: Deferred financing costs (342,442) Total principal maturities, net $ 65,641,277 |
Related Party and Other Trans_2
Related Party and Other Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party and Other Transactions | |
Schedule of fees payments to Company's Advisor | The following table represents the fees incurred associated with the payments to the Company’s Advisor for the period indicated: For the Years Ended December 31, 2019 2018 Acquisition fee (1) $ — $ 300,000 Disposition fee (2) 39,200 — Finance fees (3) 303,750 — Asset management fees (general and administrative costs) 1,802,505 1,720,454 Construction management fees (4) 4,954 51,419 Total $ 2,150,409 $ 2,071,873 (1) Acquisition fees of $300,000 were capitalized and are reflected in the carrying value of our investment in the Hilton Garden Inn Joint Venture which is included in investments in unconsolidated affiliated real estate entities on the consolidated balance sheets. (2) Disposition fees of $39,200 were paid in connection with the disposition of the SpringHill Suites – Green Bay and expensed with the disposition’s closing costs. (3) Finance fees of $303,750 were capitalized and are reflected in the carrying value of our investment in the Cove Joint Venture which is included in investments in unconsolidated affiliated real estate entities on the consolidated balance sheets. (4) Generally, capitalized and amortized over the estimated useful life of the associated asset. |
Structure (Details)
Structure (Details) | Jul. 16, 2014USD ($)shares | Mar. 31, 2017USD ($)$ / shares | Jul. 16, 2014USD ($)shares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)segmentitemroom$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 11, 2014shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common Stock, Shares, Issued | shares | 13,300,000 | 13,500,000 | |||||
Common Stock, Par Value | $ / shares | $ 0.01 | $ 0.01 | |||||
Issuance of Subordinated Participation Interest for Each Partner | $ | $ 50,000 | $ 50,000 | |||||
Number of Operating Segments | segment | 1 | ||||||
Number Of Rooms | room | 872 | ||||||
Number of service hotels | item | 8 | ||||||
Joint Venture Ownership Interest Percentage | 50.00% | ||||||
RP Maximus Cove LLC [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
General partner ownership interest | 99.00% | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 22.50% | ||||||
Lichtenstein [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common Stock, Shares, Issued | shares | 222,222 | ||||||
Lightstone Value Plus REIT III LLC [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Issuance of common shares, shares | shares | 20,000 | ||||||
Issuance of common shares, value | $ | $ 200,000 | ||||||
Shares issued, price per share | $ / shares | $ 10 | ||||||
Company owned by David Lichtenstein [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares reserved for issuance, price per share | $ / shares | $ 9 | $ 9 | |||||
Issuance of common shares, value | $ | $ 2,000,000 | ||||||
General Partner [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Contribution from advisor | $ | $ 2,000 | $ 2,000 | |||||
Number of limited partner units issued to advisor | shares | 200 | 200 | |||||
Limited Partner [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Partners' Capital Account, Contributions | $ | $ 12,100,000 | $ 12,100,000 | |||||
Partners' Capital Account, Units, Contributed | shares | 242 | 242 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | |||
Cash and cash equivalents | $ 6,102,573 | $ 9,965,724 | |
Restricted cash | 7,440,620 | 1,672,957 | |
Total cash, cash equivalents and restricted cash | $ 13,543,193 | $ 11,638,681 | $ 46,730,079 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of total revenues from hotel operations on a disaggregated basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues | $ 32,455,782 | $ 33,966,599 |
Room [Member] | ||
Total revenues | 31,057,929 | 32,696,125 |
Food, beverage and other [Member] | ||
Total revenues | $ 1,397,853 | $ 1,270,474 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Summary of Significant Accounting Policies | ||
Mortgages payable, Carrying Amount | $ 65,983,719 | $ 79,621,989 |
Mortgages payable, Estimated Fair Value | $ 65,974,411 | $ 78,692,677 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Line Items] | |||
REIT annual distribution, percent of taxable income | 90.00% | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 13,543,193 | $ 11,638,681 | $ 46,730,079 |
RP Maximus Cove LLC [Member] | |||
Accounting Policies [Line Items] | |||
General partner ownership interest | 99.00% | ||
Marriott Hotel [Member] | |||
Accounting Policies [Line Items] | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 5,200,000 |
Disposition of SpringHill Sui_2
Disposition of SpringHill Suites - Green Bay (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - USD ($) $ in Millions | Oct. 24, 2019 | Dec. 31, 2019 | Aug. 19, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds are used for paydown of nonrecourse revolving credit facility | $ 12 | ||
Proceeds are placed in escrow | $ 5.2 | ||
SpringHill Suites - Green Bay [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Sale price | $ 19.6 | ||
Disposal expenses | $ 0.2 | ||
Proceed from sale of business | 19.4 | ||
Gain on the disposition of investment property | $ 1.4 |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliated Real Estate Entities - Summary of investments in the unconsolidated affiliated real estate entities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||
Total investments in unconsolidated affiliated real estate entities | $ 25,929,408 | $ 29,983,987 |
RP Maximus Cove LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jan. 31, 2017 | |
Ownership Percentage | 22.50% | |
Total investments in unconsolidated affiliated real estate entities | $ 14,150,280 | 17,214,909 |
LVP LIC Hotel JV LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Mar. 27, 2018 | |
Ownership Percentage | 50.00% | |
Total investments in unconsolidated affiliated real estate entities | $ 11,779,128 | $ 12,769,078 |
Investments in Unconsolidated_4
Investments in Unconsolidated Affiliated Real Estate Entities - Summary of unaudited condensed income statements for the Cove Joint Venture (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Company's loss from investment | $ (2,767,916) | $ (2,695,001) | |
Hilton Garden Inn [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Revenues | $ 9,044,000 | 11,009,000 | |
Property operating expenses | 5,502,000 | 6,761,000 | |
General and administrative costs | 62,000 | ||
Depreciation and amortization | 1,914,000 | 2,527,000 | |
Operating income/(loss) | 1,566,000 | 1,721,000 | |
Interest expense and other, net | (1,465,000) | (2,006,000) | |
Net income/(loss) | 101,000 | (285,000) | |
Company's share of net income/(loss) (50.00%) | $ 51,000 | (143,000) | |
RP Maximus Cove LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Revenues | 16,129,000 | 14,604,000 | |
Property operating expenses | 5,057,000 | 4,995,000 | |
General and administrative costs | 119,000 | 169,000 | |
Depreciation and amortization | 11,498,000 | 10,211,000 | |
Operating income/(loss) | (545,000) | (771,000) | |
Loss on debt extinguishment | (1,521,000) | ||
Interest expense and other, net | (9,424,000) | (11,002,000) | |
Net income/(loss) | (11,490,000) | (11,773,000) | |
Company's share of net income/(loss) (50.00%) | (2,585,000) | (2,649,000) | |
Additional depreciation and amortization expense | (40,000) | (97,000) | |
Company's loss from investment | $ (2,625,000) | $ (2,746,000) |
Investments in Unconsolidated_5
Investments in Unconsolidated Affiliated Real Estate Entities - Summary of unaudited condensed balance sheets for the Cove Joint Venture (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Hilton Garden Inn [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Members' capital (deficit) | $ 22,958 | $ 24,938 | |
Total liabilities and members' deficit | 58,573 | 60,571 | |
Real Estate [Member] | Hilton Garden Inn [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total assets | 56,775 | 58,799 | |
Cash and restricted cash [Member] | Hilton Garden Inn [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total assets | 904 | 554 | |
Other Assets [Member] | Hilton Garden Inn [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total assets | 894 | 1,218 | |
Total assets [Member] | Hilton Garden Inn [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total assets | 58,573 | 60,571 | |
Mortgage payable [Member] | Hilton Garden Inn [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Other liabilities | 34,821 | 34,766 | |
Other Liabilities [Member] | Hilton Garden Inn [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Other liabilities | 794 | 867 | |
RP Maximus Cove LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total assets | 140,677 | 152,389 | |
Members' capital (deficit) | [1] | (39,015) | (24,485) |
Total liabilities and members' deficit | 140,677 | 152,389 | |
RP Maximus Cove LLC [Member] | Real Estate [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total assets | 138,045 | 148,441 | |
RP Maximus Cove LLC [Member] | Cash and restricted cash [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total assets | 1,491 | 2,138 | |
RP Maximus Cove LLC [Member] | Other Assets [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total assets | 1,141 | 1,810 | |
RP Maximus Cove LLC [Member] | Mortgage payable [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Other liabilities | 178,353 | 174,098 | |
RP Maximus Cove LLC [Member] | Other Liabilities [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Other liabilities | $ 1,339 | $ 2,776 | |
[1] | The adjustment to depreciation and amortization expense related to the difference between the Company’s basis in the Cove Joint Venture and the amount of the underlying equity in net assets of the Cove Joint Venture. |
Investments in Unconsolidated_6
Investments in Unconsolidated Affiliated Real Estate Entities - Additional Information (Details) | Feb. 12, 2020USD ($) | Dec. 17, 2019USD ($) | Mar. 27, 2018USD ($)room | Mar. 27, 2018USD ($)room | Jan. 31, 2017USD ($) | Dec. 31, 2019USD ($)room | Dec. 31, 2018USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||
Guarantor Obligations, Current Carrying Value | $ 900,000 | ||||||
Additional Paid in Capital | $ 114,002,133 | $ 115,380,181 | |||||
Joint Venture Investment Property Description | The Cove Joint Venture owns and operates The Cove at Tiburon ("the Cove"), a 281-unit, luxury waterfront multifamily residential property located in Tiburon, California. Prior to entering into The Cove Transaction, Maximus previously owned a separate noncontrolling interest in the Cove Joint Venture. | ||||||
Proceeds from Divestiture of Interest in Joint Venture | $ 21,900,000 | ||||||
Number Of Rooms | room | 872 | ||||||
Refurbishment Guarantee [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Redemption of Joint Venture, Amount | 87,600,000 | ||||||
Reportable Legal Entities [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Redemption of Joint Venture, Amount | $ 87,600,000 | ||||||
Hilton Garden Inn [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Aggregate purchase price | $ 60,000,000 | ||||||
Offering funds used in acquisition | 12,900,000 | ||||||
Proceeds from Issuance of Debt | $ 35,000,000 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | 50.00% | |||||
Number Of Rooms | room | 183 | 183 | |||||
Hilton Garden Inn [Member] | Reportable Legal Entities [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Offering funds used in acquisition | $ 25,000,000 | ||||||
Business Acquisition Percent age Of Voting Interest Acquire d | 50.00% | ||||||
Payments to Acquire Interest in Joint Venture | $ 700,000 | $ 100,000 | |||||
Proceeds from Equity Method Investment, Distribution, Return of Capital | $ 1,500,000 | 900,000 | |||||
Cove Transaction [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Aggregate purchase price | $ 255,000,000 | ||||||
Offering funds used in acquisition | $ 20,000,000 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 22.50% | ||||||
Payments to Acquire Interest in Joint Venture | $ 2,600,000 | ||||||
Revolving Promissory Note [Member] | Refurbishment Guarantee [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Redemption of Joint Venture, Amount | $ 22,500,000 | ||||||
Loan [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Debt Instrument, Maturity Date | Dec. 31, 2019 | ||||||
Payments to Acquire Interest in Joint Venture | $ 500,000 |
Marketable Securities and Fai_3
Marketable Securities and Fair Value Measurements - Summary of the Company's available for sale securities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt securities, Adjusted Cost | $ 4,158,515 | |
Debt securities, Gross Unrealized Gains | 0 | |
Debt securities, Gross Unrealized Losses | (450,292) | |
Debt securities, Fair Value | $ 2,840,425 | 3,708,223 |
Marketable securities, Adjusted cost | 3,306,624 | |
Marketable securities, Gross Unrealized Gain | 61,355 | |
Marketable securities, Gross Unrealized Loss | (139,220) | |
Marketable securities, Fair Value | 3,228,759 | $ 3,708,223 |
Mutual Fund [Member] | ||
Equity securities, Adjusted Cost | 387,529 | |
Equity securities, Gross Unrealized Gains | 805 | |
Equity securities, Fair Value | 388,334 | |
Corporate Bonds [Member] | ||
Debt securities, Adjusted Cost | 2,919,095 | |
Debt securities, Gross Unrealized Gains | 60,550 | |
Debt securities, Gross Unrealized Losses | (139,220) | |
Debt securities, Fair Value | $ 2,840,425 |
Marketable Securities and Fai_4
Marketable Securities and Fair Value Measurements - Estimated fair value of our investments in marketable debt securities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Marketable Securities and Fair Value Measurements | ||
Due in 1 year | $ 0 | |
Due in 1 year through 5 years | 2,233,390 | |
Due in 5 year through 10 years | 0 | |
Due after 10 years | 607,035 | |
Total | $ 2,840,425 | $ 3,708,223 |
Mortgages payable, net - Summar
Mortgages payable, net - Summary of Mortgages payable, net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Oct. 05, 2016 | |
Total mortgages payable | $ 65,983,719 | $ 79,621,989 | |
Less: Deferred financing costs | (342,442) | (285,182) | |
Total mortgages payable, net | $ 65,641,277 | 79,336,807 | |
Weighted Average Interest Rate | 5.31% | ||
Amount Due at Maturity | $ 64,542,386 | ||
Revolving Credit Facility [Member] | |||
Total mortgages payable | $ 38,988,014 | 52,159,414 | |
Total mortgages payable, net | $ 26,100,000 | ||
Interest Rate | LIBOR + 3.50% | ||
Interest Rate | 4.73% | ||
Weighted Average Interest Rate | 5.71% | ||
Maturity Date | July 2022 | ||
Amount Due at Maturity | $ 38,414,814 | ||
Promissory Note [Member] | |||
Total mortgages payable | $ 26,995,705 | $ 27,462,575 | |
Interest Rate | 4.73% | ||
Weighted Average Interest Rate | 4.73% | ||
Maturity Date | October 2021 | ||
Amount Due at Maturity | $ 26,127,572 |
Mortgages payable, net - Summ_2
Mortgages payable, net - Summary of principal maturities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Mortgages payable, net | ||
2020 | $ 1,059,292 | |
2021 | 26,509,613 | |
2022 | 38,414,814 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Principal maturities | 65,983,719 | $ 79,621,989 |
Less: Deferred financing costs | (342,442) | (285,182) |
Total mortgages payable, net | $ 65,641,277 | $ 79,336,807 |
Mortgages payable, net - Additi
Mortgages payable, net - Additional Information (Details) - USD ($) | Apr. 01, 2020 | Dec. 31, 2019 | Aug. 22, 2019 | Jul. 01, 2019 | Oct. 05, 2016 | Jun. 19, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 13, 2016 |
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 12,000,000 | |||||||||
Long-term Debt | $ 65,641,277 | 65,641,277 | $ 79,336,807 | |||||||
Revolving Credit Facility [Member] | ||||||||||
Escrow Deposits Related to Debt Compliance | 2,300,000 | $ 2,300,000 | $ 1,700,000 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000,000 | |||||||||
Line Of Credit Facility Current Borrowing Capacity Percentage | 3.50% | |||||||||
Debt Instrument, Face Amount | $ 28,400,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.73% | |||||||||
Debt Instrument, Periodic Payment | $ 147,806 | |||||||||
Spread on variable rate | 3.50% | 65.00% | 4.95% | |||||||
Principal paydown | $ 600,000 | $ 600,000 | ||||||||
Long-term Debt | $ 26,100,000 | |||||||||
Revolving Credit Facility [Member] | Forecast [Member] | ||||||||||
Principal paydown | $ 600,000 | |||||||||
Revolving Credit Facility [Member] | Libor [Member] | ||||||||||
Spread on variable rate | 3.15% |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | Jan. 14, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 11, 2014 |
Stockholder's Equity | ||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Distribution declared | Jun. 19, 2019 | |||
Annualized rate of dividend | 6.00% | |||
Distribution payment date | Jan. 14, 2015 | |||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 4,000,000 | $ 8,100,000 | ||
Payments of Ordinary Dividends, Common Stock | $ 4,667,089 | $ 8,125,356 | ||
Distribution Of Dividend To Shareholders | 90.00% | |||
Repurchase of common stock | 141,204 | 174,338 | ||
Average price per share of repurchase of common stock | $ 9.77 | $ 9.64 |
Related Party and Other Trans_3
Related Party and Other Transactions - Summary of fees incurred associated with the payments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Disposition Fee | $ 39,200 | |
Advisor [Member] | ||
Related Party Transaction [Line Items] | ||
Acquisition Fees | $ 300,000 | |
Disposition Fee | 39,200 | |
Finance fees | 303,750 | |
Asset Management Fees (general and administrative costs) | 1,802,505 | 1,720,454 |
Construction management fees | 4,954 | 51,419 |
Total | $ 2,150,409 | $ 2,071,873 |
Related Party and Other Trans_4
Related Party and Other Transactions (Operational Stage) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Related Party and Other Transactions | |
Acquisition Fee Percent Of Loan Advancement Or Other Investment | 1.00% |
Acquisition Expenses Percent Of Property Purchase Price | 1.00% |
Acquisition Fees Financing Coordination Fees And Acquisition Expenses Percent Of Property Purchase Price | 5.00% |
Acquisition Fees Financing Coordination Fees And Acquisition Expenses Percent Of Loan Advancement Or Other Investment | 5.00% |
Construction Management Fee Percent | 5.00% |
Minimum Percentage Of Average Invested Assets | 2.00% |
Minimum Percentage Of NetIncome | 25.00% |
Financing Coordination Fee Percent | 0.75% |
Asset Management Fee Percent Of Average Invested Assets | 0.75% |
Monthly Asset Management Fees | $ 0.083 |
Related Party and Other Trans_5
Related Party and Other Transactions (Liquidation/Listing Stage) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Related Party and Other Transactions | |
Real estate disposition commission, percent of contract sales price of the property | 2.00% |
Real Estate Commission Percent | 6.00% |
Annual cumulative, pre-tax, non-compounded return on net investments, percent | 6.00% |
Annual subordinated performance fee after cumulative return, percent | 15.00% |
Annual subordinated performance fee, maximum percentage of aggregate return payable | 10.00% |
Net Investment Per Share | $ / shares | $ 10 |
Liquidation Distributions Percent Payable To Company | 85.00% |
Liquidation Distributions Percent Payable To Special Limited Partner | 15.00% |
Disposition Fee | $ | $ 39,200 |
Related Party and Other Trans_6
Related Party and Other Transactions (Details) | Dec. 31, 2018USD ($) |
Related Party and Other Transactions | |
Capitalized Acquisition Related Costs | $ 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Franchise Agreements Terms | The franchise agreements are generally for initial terms ranging from 15 years to 20 years, expiring between 2028 and 2034. |
Management Agreement term | The Management Agreements are for initial terms ranging from 1 year to 10 years however, the agreements can be cancelled for any reason by the Company after giving sixty days' notice after the one year anniversary of the commencement of the respective agreement. |
Maximum [Member] | |
Percentage Of Management Fees On Gross Revenue | 3.50% |
Property Management Fee, Percent Fee | 5.50% |
Maximum [Member] | Marketing Fund Charge [Member] | |
Property Management Fee, Percent Fee | 2.50% |
Minimum [Member] | |
Percentage Of Management Fees On Gross Revenue | 3.00% |
Property Management Fee, Percent Fee | 3.00% |
Minimum [Member] | Marketing Fund Charge [Member] | |
Property Management Fee, Percent Fee | 2.00% |