Document And Entity Information
Document And Entity Information - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 04, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Lightstone Value Plus Real Estate Investment Trust III, Inc. | ||
Entity Central Index Key | 1,563,756 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 4.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Investment property: | ||
Land and improvements | $ 2,205,864 | $ 0 |
Building and improvements | 22,258,087 | 0 |
Furniture and fixtures | 2,501,282 | 0 |
Construction in progress | 1,175,110 | 0 |
Gross investment property | 28,140,343 | 0 |
Less accumulated depreciation | (731,289) | 0 |
Net investment property | 27,409,054 | 0 |
Cash | 6,747,401 | 1,738,026 |
Deposits | 1,000,000 | 500,000 |
Prepaid expenses and other assets | 510,772 | 182,078 |
Total Assets | 35,667,227 | 2,420,104 |
Liabilities and Stockholders' Equity | ||
Accounts payable and other accrued expenses | 1,285,160 | 169,608 |
Revolving promissory notes payable - related party | 2,055,281 | 0 |
Due to related parties | 1,159,314 | 1,934,970 |
Distributions payable | 188,253 | 0 |
Total liabilities | $ 4,688,008 | $ 2,104,578 |
Commitments and Contingencies | ||
Company's stockholders' equity: | ||
Preferred stock, $0.01 par value; 50,000,000 shares authorized, none issued and outstanding | $ 0 | $ 0 |
Common stock, $0.01 par value; 200,000,000 shares authorized, 4,009,656 and 286,674 shares issued and outstanding, respectively | 40,097 | 2,867 |
Additional paid-in-capital | 32,081,648 | 455,880 |
Subscription receivable | (344,371) | 0 |
Accumulated deficit | (1,499,970) | (145,196) |
Total Company stockholders' equity | 30,277,404 | 313,551 |
Noncontrolling interests | 701,815 | 1,975 |
Total Stockholders' Equity | 30,979,219 | 315,526 |
Total Liabilities and Stockholders' Equity | $ 35,667,227 | $ 2,420,104 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding | ||
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 4,009,656 | 286,674 |
Common Stock, shares outstanding | 4,009,656 | 286,674 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 6,203,341 | $ 0 |
Expenses: | ||
Property operating expenses | 3,685,843 | 0 |
Real estate taxes | 251,400 | 0 |
General and administrative costs | 946,228 | 143,947 |
Depreciation and amortization | 746,492 | 0 |
Total operating expenses | 5,629,963 | 143,947 |
Operating income/(loss) | 573,378 | (143,947) |
Interest expense | (904,302) | 0 |
Other expense, net | (9,306) | 0 |
Net loss | (340,230) | (143,947) |
Less: net loss attributable to noncontrolling interests | 44 | 25 |
Net loss applicable to Company's common shares | $ (340,186) | $ (143,922) |
Net loss per Company's common shares, basic and diluted | $ (0.20) | $ (4.16) |
Weighted average number of common shares outstanding, basic and diluted | 1,675,534 | 34,605 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Shares [Member] | Additional Paid-In Capital [Member] | Subscription Receivable [Member] | Accumulated Deficit [Member] | Total Noncontrolling Interests [Member] |
BALANCE at Dec. 31, 2013 | $ 198,726 | $ 200 | $ 199,800 | $ 0 | $ (1,274) | $ 0 |
BALANCE, shares at Dec. 31, 2013 | 20,000 | |||||
Net loss | (143,947) | $ 0 | 0 | 0 | (143,922) | (25) |
Proceeds from offering | 2,442,905 | $ 2,667 | 2,440,238 | 0 | 0 | 0 |
Proceeds from offering, shares | 266,674 | |||||
Selling commissions and dealer manager fees | (42,821) | $ 0 | (42,821) | 0 | 0 | 0 |
Other offering costs | (2,141,337) | 0 | (2,141,337) | 0 | 0 | 0 |
Proceeds from noncontrolling interests | 2,000 | 0 | 0 | 0 | 0 | 2,000 |
BALANCE at Dec. 31, 2014 | 315,526 | $ 2,867 | 455,880 | 0 | (145,196) | 1,975 |
BALANCE, shares at Dec. 31, 2014 | 286,674 | |||||
Net loss | (340,230) | $ 0 | 0 | 0 | (340,186) | (44) |
Distributions declared | (1,014,588) | 0 | 0 | 0 | (1,014,588) | 0 |
Distributions paid to noncontrolling interests | (116) | 0 | 0 | 0 | 0 | (116) |
Contributions from noncontrolling interests | 700,000 | 0 | 0 | 0 | 0 | 700,000 |
Proceeds from offering | 36,240,503 | $ 36,887 | 36,547,987 | (344,371) | 0 | 0 |
Proceeds from offering, shares | 3,688,657 | |||||
Selling commissions and dealer manager fees | (3,377,887) | $ 0 | (3,377,887) | 0 | 0 | 0 |
Other offering costs | (1,870,078) | 0 | (1,870,078) | 0 | 0 | 0 |
Shares issued from distribution reinvestment program | 326,089 | $ 343 | 325,746 | 0 | 0 | 0 |
Shares issued from distribution reinvestment program, Shares | 34,325 | |||||
BALANCE at Dec. 31, 2015 | $ 30,979,219 | $ 40,097 | $ 32,081,648 | $ (344,371) | $ (1,499,970) | $ 701,815 |
BALANCE, shares at Dec. 31, 2015 | 4,009,656 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (340,230) | $ (143,947) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 746,492 | 0 |
Amortization of deferred financing costs | 178,333 | 0 |
Other non-cash adjustments | 13,029 | 0 |
Changes in assets and liabilities: | ||
Increase in prepaid expenses and other assets | (175,260) | (150,001) |
Increase in accounts payable and other accrued expenses | 271,992 | 34,288 |
Increase in due to related parties | 3,561 | 43,052 |
Net cash provided by/(used in) operating activities | 697,917 | (216,608) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of investment property, net | (27,211,839) | 0 |
Refundable escrow deposits | (1,000,000) | (500,000) |
Cash used in investing activities | (28,211,839) | (500,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving promissory notes payable - related party | 20,200,000 | 0 |
Payments on revolving promissory notes payable - related party | (18,144,719) | 0 |
Payment of loan fees and expenses | (230,000) | 0 |
Proceeds from issuance of common stock | 36,240,503 | 2,442,905 |
Payment of commissions and offering costs | (5,042,125) | (188,997) |
Proceeds from noncontrolling interests | 0 | 2,000 |
Distributions to noncontrolling interests | (116) | 0 |
Distributions to common stockholders | (500,246) | |
Net cash provided by financing activities | 32,523,297 | 2,255,908 |
Net change in cash | 5,009,375 | 1,539,300 |
Cash, beginning of year | 1,738,026 | 198,726 |
Cash, end of year | 6,747,401 | 1,738,026 |
Supplemental cash flow information for the periods indicated is as follows: | ||
Cash paid for interest | 719,741 | 0 |
Distributions declared, but not paid | 188,253 | 0 |
Commissions and other offering costs accrued but not paid | 420,377 | 1,995,161 |
Subscription receivable | 344,371 | 0 |
Value of shares issued from distribution reinvestment program | 326,089 | 0 |
Application of deposit to acquisition of investment property | 500,000 | 0 |
Contribution of non-controlling interest received as offset to due to affiliate | 700,000 | 0 |
Investment property acquired but not paid | $ 296,040 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization [Abstract] | |
Organization | 1. Organization Lightstone Value Plus Real Estate Investment Trust III, Inc. (‘‘Lightstone REIT III’’), incorporated on October 5, 2012, in Maryland, intends to elect to qualify and be taxed as a real estate investment trust (‘‘REIT’’) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2015. he Company has acquired two wholly-owned hotels and it will continue to seek to acquire additional hotels and other commercial real estate assets 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. 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’’). Lightstone REIT III and the Operating Partnership 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. Offering and Structure Our sponsor David Lichtenstein (“Lichtenstein”), who does business as the Lightstone Group (the “Sponsor”) and majority owns the limited liability company of that name with a diversified portfolio of over 100 properties containing approximately 10,285 multifamily units, approximately 257,000 square feet of office space, 1.5 million square feet of industrial space, 25 hotels and 3.3 million square feet of retail space. The residential, office, industrial, hotel and retail properties are located in 21 states. Based in New York, and supported by regional offices in New Jersey, Maryland and Illinois, our sponsor employs approximately 383 staff and professionals. Our advisor is Lightstone Value Plus REIT III LLC (the “Advisor”), which is majority owned by our Sponsor. Our Advisor, together with our board of directors (the “Board of Directors”), is and will continue to be primarily responsible for making investment decisions and managing our day-to-day operations. Through his ownership and control of The Lightstone Group, Mr. Lichtenstein is the indirect owner of the Advisor and the indirect owner and manager of Lightstone SLP III LLC, which has subordinated participation interests in the Operating Partnership. 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. We do not have and will not have any employees that are not also employed by our Sponsor or its affiliates. We depend substantially on our Advisor, which generally has responsibility for our day-to-day operations. Under the terms of the advisory agreement, the Advisor also undertakes to use its reasonable best efforts to present to us investment opportunities consistent with our investment policies and objectives as adopted by our Board of Directors. Orchard Securities, LLC (the ‘‘Dealer Manager’’), serves as the dealer manager of the Company’s public offering. The Dealer Manager We have two affiliated property managers (our “Property Managers”), which may manage the properties we acquire. We also use other unaffiliated third-party property managers, principally for the management of our hospitality properties. Our Property Managers are Paragon Retail Property Management LLC (“Paragon”) and Beacon Property Management LLC (“Beacon”), both of which are majority owned and controlled by our Sponsor. Paragon develops and redevelops all the factory outlet malls and certain retail properties controlled by our Sponsor. Beacon is a significant manager in the multi-family residential housing sector and oversees the management of approximately 10,000 multifamily units. Our registration statement on Form S-11 (the “Offering”), pursuant to which we are offering to sell up to 30.0 million shares of our common stock, par value $0.01 per share (which may be referred to herein as “shares of common stock” or as “Common Shares”) for $10.00 per share, subject to certain volume and other discounts (the “Primary Offering”) (exclusive of 10.0 million shares of common stock available pursuant to our distribution reinvestment program (the “DRIP”) at an initial purchase price of $9.50 per share) was declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 on July 15, 2014 and we began offering our shares of our common stock for sale to the public. As of December 31, 2015, we had received aggregate gross proceeds of approximately $39.6 million from the sale of 4.0 million shares of our common stock (including $2.0 million in Common Shares at a purchase price of $9.00 per Common Share to an entity 100% owned by David Lichtenstein, who also owns a majority interest in our Sponsor) in our Offering. We currently intend to sell shares of our common stock under the Offering until the earlier of the date on which all the shares are sold, or July 15, 2016, two years from the date the Offering was declared effective by the SEC. We reserves the right to reallocate the shares of common stock we are offering between the Primary Offering and the DRIP. Additionally, the Offering may be terminated at any time. As of December 31, 2015, our Advisor owned 20,000 shares of common stock which were issued on December 24, 2012 for $200,000 or $10.00 per share. As of December 11, 2014, we had reached the minimum offering under our Offering by receiving subscriptions of our common shares, representing gross offering proceeds of approximately $2.0 million, and effective December 11, 2014 investors were admitted as stockholders and our Operating Partnership commenced operations. Through December 31, 2015, cumulative gross offering proceeds of approximately $39.6 million were released to us. Our shares of common stock are not currently listed on a national securities exchange. We may seek to list our shares of common stock for trading on a national securities exchange only if a majority of our independent directors believe listing would be in the best interest of our stockholders. We do not intend to list our shares of common stock at this time. We do not anticipate that there would be any market for our shares of common stock until they are listed for trading. In the event we do not begin the process of achieving a liquidity event prior to the eighth anniversary of the termination of our Offering, our charter requires either (a) an amendment to our 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 our portfolio. Noncontrolling Interest Partners of Operating Partnership Partners of Operating Partnership On July 16, 2014, our Advisor contributed $2,000 to the Operating Partnership in exchange for 200 limited partner units in the Operating Partnership. A limited partner has the right to convert operating partnership units into cash or, at our option, an equal number of our common shares, as allowed by the limited partnership agreement. Lightstone REIT III invested the proceeds received from the Offering and its Advisor in the Operating Partnership, and as a result, held a 99% general partnership interest as of December 31, 2015 and 2014 in the Operating Partnership’s common units. Lightstone SLP III LLC (the ‘‘Special Limited Partner’’), a Delaware limited liability company of which Mr. Lichtenstein is the majority owner, is a special limited partner in our Operating Partnership and has committed to make a significant equity investment in us of up to $36.0 million, which is equivalent to 12.0% of the $300.0 million maximum amount of our Offering. Specifically, the Special Limited Partner has committed to purchase subordinated participation interests in our Operating Partnership (the “Subordinated Participation Interests”) quarterly in an amount equal to the product of (i) $10.00 minus our then current estimated net asset value (“NAV”) per Common Share, multiplied by (ii) the number of our Common Shares outstanding. The Operating Partnership will issue one Subordinated Participation Interest for each $50,000 in cash or interests in real property of equivalent value that the Special Limited Partner contributes. We expect to first publish an estimated NAV per Common Share on or prior to April 11, 2016. The Special Limited Partner’s obligation will continue until the earlier of: (i) the termination of our Offering; (ii) the Special Limited Partner’s purchase of an aggregate of $36.0 million of Subordinated Participation Interests and (iii) our receipt of gross offering proceeds of $300.0 million. The Special Limited Partner may elect to purchase the Subordinated Participation Interests for cash or may contribute interests in real property of equivalent value. The Subordinated Participation Interests may be entitled to receive liquidation distributions upon our liquidation. On July 31, 2015, the Special Limited Partner purchased 14 Subordinated Participation Interests in consideration of $700,000, which was an offset to amounts that were recorded in due to related parties on the Company’s consolidated balance sheet. On January 12, 2016, the Special Limited Partner purchased an additional 26 Subordinated Participation Interests in consideration of a cash payment of $1.3 million. Related Parties Our Advisor, our Property Managers and the Special Limited Partner are each related parties of the Company. Each of these entities has received or will receive compensation for services related to the Offering and will continue to receive compensation and services for the investment, management and disposition of our assets. These entities will receive compensation during the offering, acquisition, operational and liquidation stages. See Note 7 for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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, 2015, the Company had a 99 The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition, and the collectability of trade accounts receivable. 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 Revenue Hotel revenue is recognized as earned, which is generally defined as the date upon which a guest occupies a room or utilizes the hotel’s services. Investments in Real Estate Accounting for Acquisitions When the Company makes an investment in real estate, the fair value of the real estate acquired will be allocated to the acquired tangible assets, consisting of land, building improvements, 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 fair values. Purchase accounting will be applied to assets and liabilities related to real estate entities acquired based upon the percentage of interest acquired. Fees incurred related to acquisitions will be expensed as incurred and recorded in general and administrative costs in the consolidated statements of operation. Transaction costs incurred related to the Company’s investments in unconsolidated affiliated entities, accounted for under the equity method of accounting, will be capitalized as part of the cost of the investment. Upon the acquisition of real estate operating properties, the Company will estimate 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 will evaluate the existence of goodwill or a gain from a bargain purchase and will allocate 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 will be made to the purchase price allocation. The allocations will be finalized as soon as all the information necessary is available and in no case later than within twelve months from the acquisition date. 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 will be depreciated or amortized, will be 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 will evaluate the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. Long-lived assets will be tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss will be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The Company will evaluate the long-lived assets for potential impairment on a quarterly basis and record an impairment charge when there is an indicator of impairment and 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 will be 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 expense for real estate assets will be computed based on the straight-line method using a weighted average composite life of thirty-nine years for buildings and improvements and five to ten years for furniture and fixtures. Maintenance and repairs will be charged to expense as incurred. Deferred Costs Deferred costs consist of deferred financing costs. The Company will capitalize initial direct costs associated with financing activities. The costs will be capitalized upon the execution of the 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. Investments in Unconsolidated Entities The Company will evaluate its investments in other entities for consolidation. The percentage interest in the joint venture, evaluation of control and whether a variable interest entity (‘‘VIE’’) exists will all be considered in determining if the investment qualifies for consolidation. Income Taxes As of December 31, 2015 and 2014, the Company was subject to federal income taxes as a regular (subchapter C) corporation. The Company intends to elect to be taxed as a REIT commencing with the taxable year ended December 31, 2015. If the Company qualifies 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"). When the Company purchases a hotel it 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, 2015 and 2014, we had no material uncertain income tax positions. Additionally, even if we 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. Additionally, even if the Company qualifies as a REIT, it may still be subject to some U.S. federal, state and local taxes on its income and property and to U.S. federal income taxes and excise taxes on its undistributed income. To maintain our qualification as a REIT, we may engage in certain activities through wholly-owned taxable REIT subsidiaries (“TRS”). As such, we will be subject to U.S. federal and state income and franchise taxes from these activities. Organization costs are expenses as incurred. Offering costs include all the expenses incurred in connection with the Offering. Organization and offering costs (other than selling commissions and dealer manager fees) of the Company may be paid by the Advisor on behalf of the Company. These costs include all costs and expenses paid by the Company in connection with its formation and the offering, including the Company’s legal, accounting, printing, mailing and filing fees, charges of the escrow agent, reimbursements to the Dealer Manager and participating broker-dealers for due diligence expenses set forth in detailed and itemized invoices, amounts to reimburse the Advisor for its portion of the salaries of the employees of its affiliates who provide services to the Advisor, and other costs in connection with oversight of such offering and the marketing process, such as preparing supplemental sales materials, holding educational conferences and attending retail seminars conducted by the Dealer Manager or participating broker-dealers. The Advisor has and is expected to continue to advance the organization and offering costs to the extent that the Company does not have the funds to pay such expenses, although the Advisor is under no obligation to advance such expenses in the future. Organization and offering expenses paid by the Advisor prior to December 11, 2014 (date of breaking escrow) were not initially recorded as liabilities to the Company. Subsequent to December 11, 2014 the Company recorded any offering costs incurred from its inception 2.0 December 31 1.9 and $ 2.1 The Company maintains its cash 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 and cash equivalents. Net earnings per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Diluted income per share takes into account the effect of any dilutive instruments but uses the average share price for the period in determining the number of incremental shares, if any, that are to be added to the weighted-average number of shares outstanding. The carrying amounts of approximate their fair values because of the short maturity of these instruments. As of December 31, 2015, the estimated fair value of the Durham Promissory Note approximated its carrying value In September 2015, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update to simplify the accounting for adjustments made to provisional amounts during the measurement period of a business combination. The amendment requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective with earlier application permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued an accounting standards update that completes the joint effort by the FASB and International Accounting Standards Board to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards. The update applies to all companies that enter into contracts with customers to transfer goods or services and is effective for us for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted and companies have the choice to apply the update either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying the update at the date of initial application (January 1, 2017) and not adjusting comparative information. In August 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The Company is currently evaluating the requirements and impact of this update on its consolidated financial statements. In April 2015, the FASB issued an accounting standards update to simplify the presentation of debt issuance costs. This update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The SEC staff noted that this update did not address situations where a company has debt issuance costs related to line-of-credit arrangements. As a result, the FASB issued an additional update which states that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This new guidance will be effective for the Company beginning January 1, 2016. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. |
Acquisitions and Debt
Acquisitions and Debt | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions and Debt | 3. Acquisitions and Debt Hampton Inn Des Moines On February 4, 2015, the Company completed the acquisition of a 120-room select service hotel located in Des Moines, Iowa (the “Hampton Inn Des Moines”) from an unrelated third party, for an aggregate purchase price of approximately $ 10.9 1.0 0.1 2.7 8.2 10.0 The Des Moines Promissory Note was entered into on February 4, 2015, had a term of one year, bore interest at a floating rate of three-month Libor plus 6.0 100,000 10.0 The acquisition of the Hampton Inn Des Moines was accounted for under the purchase method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition of the Hampton Inn Des Moines has been allocated to the assets acquired based upon their fair values as of the date of the acquisition. Approximately $ 1.2 9.2 0.5 The capitalization rate for the acquisition of the Hampton Inn Des Moines was approximately 11.3 Courtyard Durham On May 15, 2015, the Company completed the acquisition of a 146-room select service hotel located in Durham, North Carolina (the “Courtyard Durham”) from an unrelated third party, for an aggregate purchase price of $ 16.0 1.0 0.2 4.0 12.0 13.0 The Durham Promissory Note was entered into on May 15, 2015, has a term of one year, bears interest at a floating rate of three-month Libor plus 6.0 130,000 9.9 2.1 10.9 The acquisition of the Courtyard Durham was accounted for under the purchase method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition of the Courtyard Durham has been allocated to the assets acquired based upon their fair values as of the date of the acquisition. Approximately $ 1.0 13.1 1.9 The capitalization rate for the acquisition of the Courtyard Durham was approximately 7.3 Financial Information For the Year Ended Rental revenue $ 6,203,341 Net income $ 4,244 For the Years Ended December 31, 2015 2014 Pro forma rental revenue $ 8,218,045 $ 7,515,852 Pro forma net (loss)/income (1) $ (119,079) $ 661,859 Pro forma net (loss)/income per Company's common share, basic and diluted (1) $ 0.07 $ 19.13 (1) Includes acquisition fees and acquisition-related expenses aggregating $ 597,327 |
Selling Commission, Dealer Mana
Selling Commission, Dealer Manager Fees and Other Offering Costs | 12 Months Ended |
Dec. 31, 2015 | |
Selling Commission, Dealer Manager Fees And Other Offering Costs [Abstract] | |
Selling Commission, Dealer Manager Fees and Other Offering Costs | Selling commissions and dealer manager fees are paid to the Dealer Manager or soliciting dealers, as applicable, pursuant to various agreements, and other third-party offering expenses such as registration fees, due diligence fees, marketing costs, and professional fees are accounted for as a reduction against APIC as costs are incurred. Any organizational costs are accounted for as general and administrative costs. For the Years Ended December 31, 2015 2014 Selling commissions and dealer manager fees $ 3,377,887 $ 42,821 Other offering costs $ 1,870,078 $ 2,141,337 Since commencement of its Offering through December 31, 2015, the Company has incurred $ 3.4 4.0 The Advisor has and is expected to continue to advance the organization and offering costs to the extent that the Company does not have the funds to pay such expenses , although the Advisor is under no obligation to advance such expenses in the future 0.3 1.8 1.1 1.2 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Financial Instruments | 5. Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash, deposits, accounts receivable (included in prepaid expenses and other assets), accounts payable and accrued expenses and due to related parties approximated their fair values because of the short maturity of these instruments. As of December 31, 2015, the estimated fair value of the Durham Promissory Note approximated its carrying value because of its floating interest rates. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholder's Equity [Abstract] | |
Stockholder's Equity | 6. 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 Common Shares All of the common stock being 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 will be 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 will 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 will be nonassessable by the Company upon its receipt of the consideration for which the board of directors authorized its issuance. On July 11, 2014, the Company amended and restated its charter to authorize the issuance of 200,000,000 Stock Incentive Plan On June 9, 2015 our Board of Directors approved the termination of our stock incentive plan. No awards were granted under the plan prior to its termination. Distributions U.S. federal income tax law requires that a REIT distribute annually at least 90 Distributions will be at the discretion of our Board of Directors. We may pay such distributions from the sale of shares of our common stock or borrowings if we do not generate sufficient cash flow from our operations to fund distributions. Our ability to pay regular distributions and the size of these distributions will depend upon a variety of factors. For example, our borrowing policy permits us to incur short-term indebtedness, having a maturity of two years or less, and we may have to borrow funds on a short-term basis to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We cannot assure that regular distributions will continue to be made or that we will maintain any particular level of distributions that we have established or may establish. We are an accrual basis taxpayer, and as such our REIT taxable income could be higher than the cash available to us. We may therefore borrow to make distributions, which could reduce the cash available to us, in order to distribute 90% of our REIT taxable income as a condition to our election to be taxed as a REIT. These distributions made with borrowed funds may constitute a return of capital to stockholders. “Return of capital” refers to distributions to investors in excess of net income. To the extent that distributions to stockholders exceed earnings and profits, such amounts constitute a return of capital for U.S. federal income tax purposes, although such distributions might not reduce stockholders’ aggregate invested capital. Because our earnings and profits are reduced for depreciation and other non-cash items, it is likely that a portion of each distribution will constitute a tax-deferred return of capital for U.S. federal income tax purposes. On January 14, 2015 0.00164383 365 6.0 10.00 March 15, 2015 Total distributions declared during the year ended December 31, 2015 were $ 1.0 Our stockholders have the option to elect the receipt of shares of common stock in lieu of cash under our DRIP. The amount of distributions to be paid to our stockholders in the future will be determined by our Board of Directors and are dependent on a number of factors, including funds available for payment of distributions, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our status as a REIT under the Code. |
Related Party and Other Transac
Related Party and Other Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party and Other Transactions | 7. Related Party and Other Transactions The Company has agreements with the Dealer Manager, the Advisor, the Property Managers and the Special Limited Partner to pay certain fees and liquidation distributions, as follows, in exchange for services performed by these entities and other affiliated entities. The following table summarizes all the compensation and fees the Company may pay to the Dealer Manager, the Advisor, the Property Managers and the Special Limited Partner or their affiliates, including amounts to reimburse their costs in providing services. The Special Limited Partner has committed to contribute to the Operating Partnership cash or interests in real property in exchange for subordinated participation interests in the Operating Partnership that may entitle the Special Limited Partner to the subordinated distribution described in the table below. Organization and Offering Stage Fees Amount Selling Commissions The Dealer Manager receives selling commissions in an amount of up to 7 21.0 30.0 7.5 2.5 1.0 10.0 2.3 Fees Amount Dealer Manager Fee The Dealer Manager receives a dealer manager fee in an amount of up to 3 2.5 7.5 9.0 30.0 1.1 Organization and Offering Expenses The Company reimburses the Advisor for all organization and offering expenses in connection with our offering, other than the selling commissions and dealer manager fee. The Company expects that such organization and offering expenses, other than selling commissions and dealer manager fee, will amount to approximately 2.0 15.0 4.0 Operational Stage Fees Amount Acquisition Fee The Company pays to the Advisor or its affiliates 1.0 1.0 269,000 ‘‘Contract 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. Fees Amount 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 the Company actually 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 the Company acquires the related assets. The Company estimates that total acquisition expenses (including those paid to third parties, as described above) will be approximately 0.6 0.6 5 5 Construction Management Fee The Company has engaged the Property Managers 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 Fees Amount Asset Management Subordinated Participation The following description of the asset management subordinated participation will apply until the date on which the initial public offering has ended and the Company has invested substantially all the net proceeds therefrom. Within 30 days after the end of each calendar quarter (subject to the approval of the Company’s board of directors), the Company, as the general partner of the Operating Partnership, will pay an asset management subordinated participation by issuing a number of operating partnership units designated as Class B units of the Operating Partnership (‘‘Class B Units’’) to the Advisor equal to: (i) the cost of the Company’s assets multiplied by 0.1875 9.00 The Advisor will be entitled to receive distributions on the vested and unvested Class B Units it receives in connection with its asset management subordinated participation at the same rate as distributions received on the Common Shares; such distributions will be in addition to the incentive fees and distributions the Advisor and its affiliates may receive from the Company, which consist of the annual subordinated performance fee payable to the Advisor and the liquidation distributions payable to the Special Limited Partner. Class B Units are subject to forfeiture until such time as: (a) the value of the Operating Partnership’s assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0 Any outstanding Class B Units will be forfeited immediately if the advisory agreement is terminated for any reason other than a termination without cause. Any outstanding Class B Units will be forfeited immediately if the advisory agreement is terminated without cause by an affirmative vote of a majority of the Company’s board of directors before the economic hurdle described above has been met. Fees Amount Asset Management Fee The following description of the asset management fee will apply beginning on the date on which the initial public offering has ended and the Company has invested substantially all the net proceeds therefrom. The Company will pay the Advisor or its assignees a monthly asset management fee equal to one-twelfth (1/12) of 0.75 Property Management Fees Property management fees with respect to properties managed by the Property Managers are payable monthly to the Property Managers 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 Property Managers may subcontract the performance of their duties to third parties. The Company reimburses the Property Managers 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 Property Managers 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 will pay the Property Managers 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. Operating Expenses Commencing 12 months after the commencement of the Offering, the Company reimburses 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 25 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 will pay the Advisor or its assignees a financing coordination fee equal to 0.75 Liquidation/Listing Stage Fees Amount 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 provided however 6.0 Annual Subordinated Performance Fee The Company will 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 15.0 provided 10.0 provided, further, For purposes of the annual subordinated performance fee, “net investment” means $ 10.00 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 15.0 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. The Company has agreements with the Advisor and the Property Managers and their affiliates to perform such services as provided in these agreements. No amounts were paid to the Property Managers for the years ended December 31, 2015 and 2014. For the year ended December 31, 2015, the Company paid the Advisor acquisition fees of $ 0.3 During the year ended December 31, 2015, the Company paid $ 0.4 During the year ended December 31, 2015, the Company paid origination fees of $ 0.2 0.7 From time to time, the Company may purchase title insurance from an agent in which its Sponsor owns a 50 21,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Legal Proceedings From time to time in the ordinary course of business, the Company may become subject to legal proceedings, claims or disputes. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | 9. Quarterly Financial Data (Unaudited) 2015 Year ended Quarter ended Quarter ended Quarter ended Quarter ended December 31, December 31, September 30, June 30, March 31, Total revenue $ 6,203,341 $ 1,860,740 $ 2,168,262 $ 1,620,917 $ 553,422 Operating income/(loss) 573,378 196,459 450,803 46,076 (119,960) Net (loss)/income (340,230) (31,724) 122,075 (213,953) (216,628) Less loss/(income) attributable to noncontrolling interests 44 (4) (25) 39 34 Net (loss)/income applicable to Company's common shares $ (340,186) $ (31,728) $ 122,050 $ (213,914) $ (216,594) Net (loss)/income per common share, basic and diluted $ (0.20) $ (0.01) $ 0.06 $ (0.19) $ (0.41) 2014 Year ended Quarter ended Quarter ended Quarter ended Quarter ended December 31, December 31, September 30, June 30, March 31, Net loss $ (143,947) $ (119,218) $ (22,867) $ (595) $ (1,267) Less loss attributable to noncontrolling interests 25 21 4 - - Net loss applicable to Company's common shares $ (143,922) $ (119,197) $ (22,863) $ (595) $ (1,267) Net loss per common share, basic and diluted $ (4.16) $ (1.53) $ (1.14) $ (0.25) $ (0.02) |
Distributions
Distributions | 12 Months Ended |
Dec. 31, 2015 | |
Distributions [Abstract] | |
Distributions | 10. Distributions Distribution Payments During the year ended December 31, 2015, the Company declared distributions of $ 1,014,588 43,807 9.50 598,419 59 416,169 41 Distribution Declaration On March 14, 2016 0.00164383 365 6.0 10.00 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Acquisition of Hampton Inn & Suites, Lansing, Michigan (the “Hampton Inn Lansing”) On March 10, 2016, the Company completed the acquisition of an 86-room select service hotel located in Lansing, Michigan (the “Hampton Inn Lansing”) from an unrelated third party, for an aggregate purchase price of approximately $ 10.5 1.0 0.1 |
Schedule III Real Estate and Ac
Schedule III Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2015 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III Real Estate and Accumulated Depreciation | Schedule III Real Estate and Accumulated Depreciation December 31, 2015 Gross amount at which Initial Cost (A) carried at end of period Encumbrance Land Buildings and Net Costs Land and Buildings and Total (B) Accumulated (C) Date Acquired Depreciable (D) Hampton Inn Hotel Des Moines, IA $ - $ 1,178,845 $ 9,721,155 $ 1,231,873 $ 1,178,845 $ 10,953,028 $ 12,131,873 $ (311,604) 2/4/2015 (D) Courtyard Marriott Durham, NC 2,055,281 1,027,019 14,972,981 8,470 1,027,019 14,981,451 16,008,470 (419,685) 5/15/2015 (D) Total $ 2,055,281 $ 2,205,864 $ 24,694,136 $ 1,240,343 $ 2,205,864 $ 25,934,479 $ 28,140,343 $ (731,289) Notes to Schedule III: (A) The initial cost to the Company represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired. (B) Reconciliation of total real estate owned: For the years ended December 31, 2015 2014 Balance at beginning of year $ - $ - Acquisitions, at cost 26,900,000 - Improvements 1,240,343 - Balance at end of year $ 28,140,343 $ - (C) Reconciliation of accumulated depreciation: For the years ended December 31, 2015 2014 Balance at beginning of year $ - $ - Depreciation expense 731,289 - Balance at end of year $ 731,289 $ - (D) Depreciation is computed based upon the following estimated lives: Buildings and improvements 39 years Furniture and fixtures 5-10 years |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
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, 2015, the Company had a 99 The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition, and the collectability of trade accounts receivable. 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 |
Revenue | Revenue Hotel revenue is recognized as earned, which is generally defined as the date upon which a guest occupies a room or utilizes the hotel’s services. |
Investments in Real Estate | Investments in Real Estate Accounting for Acquisitions When the Company makes an investment in real estate, the fair value of the real estate acquired will be allocated to the acquired tangible assets, consisting of land, building improvements, 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 fair values. Purchase accounting will be applied to assets and liabilities related to real estate entities acquired based upon the percentage of interest acquired. Fees incurred related to acquisitions will be expensed as incurred and recorded in general and administrative costs in the consolidated statements of operation. Transaction costs incurred related to the Company’s investments in unconsolidated affiliated entities, accounted for under the equity method of accounting, will be capitalized as part of the cost of the investment. Upon the acquisition of real estate operating properties, the Company will estimate 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 will evaluate the existence of goodwill or a gain from a bargain purchase and will allocate 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 will be made to the purchase price allocation. The allocations will be finalized as soon as all the information necessary is available and in no case later than within twelve months from the acquisition date. 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 will be depreciated or amortized, will be 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 will evaluate the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. Long-lived assets will be tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss will be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The Company will evaluate the long-lived assets for potential impairment on a quarterly basis and record an impairment charge when there is an indicator of impairment and 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 will be 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 for real estate assets will be computed based on the straight-line method using a weighted average composite life of thirty-nine years for buildings and improvements and five to ten years for furniture and fixtures. Maintenance and repairs will be charged to expense as incurred. |
Deferred Costs | Deferred Costs Deferred costs consist of deferred financing costs. The Company will capitalize initial direct costs associated with financing activities. The costs will be capitalized upon the execution of the 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. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities The Company will evaluate its investments in other entities for consolidation. The percentage interest in the joint venture, evaluation of control and whether a variable interest entity (‘‘VIE’’) exists will all be considered in determining if the investment qualifies for consolidation. |
Income Taxes | Income Taxes As of December 31, 2015 and 2014, the Company was subject to federal income taxes as a regular (subchapter C) corporation. The Company intends to elect to be taxed as a REIT commencing with the taxable year ended December 31, 2015. If the Company qualifies 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"). When the Company purchases a hotel it 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, 2015 and 2014, we had no material uncertain income tax positions. Additionally, even if we 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. Additionally, even if the Company qualifies as a REIT, it may still be subject to some U.S. federal, state and local taxes on its income and property and to U.S. federal income taxes and excise taxes on its undistributed income. |
Organization and Offering Costs | Organization costs are expenses as incurred. Offering costs include all the expenses incurred in connection with the Offering. Organization and offering costs (other than selling commissions and dealer manager fees) of the Company may be paid by the Advisor on behalf of the Company. These costs include all costs and expenses paid by the Company in connection with its formation and the offering, including the Company’s legal, accounting, printing, mailing and filing fees, charges of the escrow agent, reimbursements to the Dealer Manager and participating broker-dealers for due diligence expenses set forth in detailed and itemized invoices, amounts to reimburse the Advisor for its portion of the salaries of the employees of its affiliates who provide services to the Advisor, and other costs in connection with oversight of such offering and the marketing process, such as preparing supplemental sales materials, holding educational conferences and attending retail seminars conducted by the Dealer Manager or participating broker-dealers. The Advisor has and is expected to continue to advance the organization and offering costs to the extent that the Company does not have the funds to pay such expenses, although the Advisor is under no obligation to advance such expenses in the future. Organization and offering expenses paid by the Advisor prior to December 11, 2014 (date of breaking escrow) were not initially recorded as liabilities to the Company. Subsequent to December 11, 2014 the Company recorded any offering costs incurred from its inception 2.0 December 31 1.9 and $ 2.1 |
Concentration of Risk | Concentration of Risk The Company maintains its cash 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 and cash equivalents. |
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. Diluted income per share takes into account the effect of any dilutive instruments but uses the average share price for the period in determining the number of incremental shares, if any, that are to be added to the weighted-average number of shares outstanding. |
Financial Instruments | The carrying amounts of approximate their fair values because of the short maturity of these instruments. As of December 31, 2015, the estimated fair value of the Durham Promissory Note approximated its carrying value |
New Accounting Pronouncements | In September 2015, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update to simplify the accounting for adjustments made to provisional amounts during the measurement period of a business combination. The amendment requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective with earlier application permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued an accounting standards update that completes the joint effort by the FASB and International Accounting Standards Board to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards. The update applies to all companies that enter into contracts with customers to transfer goods or services and is effective for us for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted and companies have the choice to apply the update either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying the update at the date of initial application (January 1, 2017) and not adjusting comparative information. In August 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The Company is currently evaluating the requirements and impact of this update on its consolidated financial statements. In April 2015, the FASB issued an accounting standards update to simplify the presentation of debt issuance costs. This update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The SEC staff noted that this update did not address situations where a company has debt issuance costs related to line-of-credit arrangements. As a result, the FASB issued an additional update which states that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This new guidance will be effective for the Company beginning January 1, 2016. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. |
Acquisitions and Debt (Tables)
Acquisitions and Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Revenue and Net Income Included in Consolidated Statements of Operations | The following table provides the total amount of rental revenue and net income included in the Company’s consolidated statements of operations from the Hampton Inn Des Moines and the Courtyard Durham since their respective dates of acquisition for the period indicated: For the Year Ended Rental revenue $ 6,203,341 Net income $ 4,244 |
Schedule of Pro Forma Results of Operations | The following table provides unaudited pro forma results of operations for the period indicated, as if the Hampton Inn Des Moines and the Courtyard Durham had been acquired at the beginning of each period. Such pro forma results are not necessarily indicative of the results that actually would have occurred had these acquisitions been completed on the date indicated, nor are they indicative of the future operating results of the combined company. For the Years Ended December 31, 2015 2014 Pro forma rental revenue $ 8,218,045 $ 7,515,852 Pro forma net (loss)/income (1) $ (119,079) $ 661,859 Pro forma net (loss)/income per Company's common share, basic and diluted (1) $ 0.07 $ 19.13 (1) Includes acquisition fees and acquisition-related expenses aggregating $ 597,327 |
Selling Commission, Dealer Ma21
Selling Commission, Dealer Manager Fees and Other Offering Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Selling Commission, Dealer Manager Fees And Other Offering Costs [Abstract] | |
Summary of Selling Commission, Dealer Manager Fees and Other Offering Costs | For the Years Ended December 31, 2015 2014 Selling commissions and dealer manager fees $ 3,377,887 $ 42,821 Other offering costs $ 1,870,078 $ 2,141,337 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Data | The following table presents selected unaudited quarterly financial data for each quarter during the year ended December 31, 2015 and 2014: 2015 Year ended Quarter ended Quarter ended Quarter ended Quarter ended December 31, December 31, September 30, June 30, March 31, Total revenue $ 6,203,341 $ 1,860,740 $ 2,168,262 $ 1,620,917 $ 553,422 Operating income/(loss) 573,378 196,459 450,803 46,076 (119,960) Net (loss)/income (340,230) (31,724) 122,075 (213,953) (216,628) Less loss/(income) attributable to noncontrolling interests 44 (4) (25) 39 34 Net (loss)/income applicable to Company's common shares $ (340,186) $ (31,728) $ 122,050 $ (213,914) $ (216,594) Net (loss)/income per common share, basic and diluted $ (0.20) $ (0.01) $ 0.06 $ (0.19) $ (0.41) 2014 Year ended Quarter ended Quarter ended Quarter ended Quarter ended December 31, December 31, September 30, June 30, March 31, Net loss $ (143,947) $ (119,218) $ (22,867) $ (595) $ (1,267) Less loss attributable to noncontrolling interests 25 21 4 - - Net loss applicable to Company's common shares $ (143,922) $ (119,197) $ (22,863) $ (595) $ (1,267) Net loss per common share, basic and diluted $ (4.16) $ (1.53) $ (1.14) $ (0.25) $ (0.02) |
Organization (Details Textual)
Organization (Details Textual) | Jul. 15, 2014$ / sharesshares | Jul. 31, 2015USD ($)shares | Dec. 11, 2014USD ($) | Jul. 16, 2014USD ($)shares | Dec. 31, 2015USD ($)a$ / sharesshares | Dec. 31, 2014USD ($)$ / shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Date of incorporation | Oct. 5, 2012 | |||||
Issuance of common shares, value | $ 36,240,503 | $ 2,442,905 | ||||
Gross proceeds from sale of common stock | $ 36,240,503 | $ 2,442,905 | ||||
Common Stock, Par Value | $ / shares | $ 0.01 | $ 0.01 | ||||
Equity Method investment ,Percentage of Maximum Offering cost | 12.00% | |||||
Maximum Amount of Offering | $ 300,000,000 | |||||
Equity Method Investment, Aggregate Cost | $ 36,000,000 | |||||
Equity Method Investment, Description of Principal Activities | (i) $10.00 minus our then current estimated net asset value (“NAV”) per Common Share, multiplied by (ii) the number of our Common Shares outstanding. The Operating Partnership will issue one Subordinated Participation Interest for each $50,000 in cash or interests in real property of equivalent value that the Special Limited Partner contributes. We expect to first publish an estimated NAV per Common Share on or prior to April 11, 2016. The Special Limited Partner’s obligation will continue until the earlier of: (i) the termination of our Offering; (ii) the Special Limited Partner’s purchase of an aggregate of $36.0 million of Subordinated Participation Interests and (iii) our receipt of gross offering proceeds of $300.0 million. The Special Limited Partner may elect to purchase the Subordinated Participation Interests for cash or may contribute interests in real property of equivalent value. The Subordinated Participation Interests may be entitled to receive liquidation distributions upon our liquidation. | |||||
Proceeds from Issuance of Limited partner Interest | $ 1,300,000 | |||||
Limited Partners' Capital Account, Units Issued | shares | 26 | |||||
Issuance of Subordinated Participation Interest for Each Partner | $ 50,000 | |||||
General Partner [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Contribution from advisor | $ 2,000 | |||||
Number of limited partner units issued to advisor | shares | 200 | |||||
Limited Partner [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Amount in subscriptions accepted required for the Special Limited Partner to purchase one unit | 36,000,000 | |||||
Threshhold Gross Proceeds From Equity Issuance | $ 300,000,000 | |||||
Partners' Capital Account, Contributions | $ 700,000 | |||||
Partners' Capital Account, Units, Contributed | shares | 14 | |||||
The Lightstone Group (Sponsor) [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Number of properties | 100 | |||||
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 | |||||
General partner ownership interest | 99.00% | 99.00% | ||||
Residential [Member] | The Lightstone Group (Sponsor) [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Multifamily units | 10,285 | |||||
Residential [Member] | Beacon [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Multifamily units | 10,000 | |||||
Office [Member] | The Lightstone Group (Sponsor) [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Real estate area | a | 257,000 | |||||
Industrial [Member] | The Lightstone Group (Sponsor) [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Real estate area | a | 1,500,000 | |||||
Hotel [Member] | The Lightstone Group (Sponsor) [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Number of properties | 25 | |||||
Retail [Member] | The Lightstone Group (Sponsor) [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Real estate area | a | 3,300,000 | |||||
Stock Offering [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares reserved for issuance | shares | 30,000,000 | 30,000,000 | ||||
Shares reserved for issuance, price per share | $ / shares | $ 10 | |||||
Issuance of common shares, shares | shares | 4,000,000 | |||||
Gross proceeds from sale of common stock | $ 2,000,000 | $ 39,600,000 | ||||
Common Stock, Par Value | $ / shares | $ 0.01 | |||||
Stock Offering [Member] | Company owned by David Lichtenstein [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Issuance of common shares, value | $ 2,000,000 | |||||
Shares issued, price per share | $ / shares | $ 9 | |||||
Distribution Reinvestment Plan [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares reserved for issuance | shares | 10,000,000 | |||||
Shares reserved for issuance, price per share | $ / shares | $ 9.50 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | 39 Months Ended | |
Dec. 11, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Accounting Policies [Line Items] | ||||
Adjustment to APIC for liability to Advisor for offering costs | $ 2 | |||
Organization and offering expenses incurred | $ 1.9 | $ 2.1 | $ 4 | |
REIT annual distribution, percent of taxable income | 90.00% | |||
Notes Payable, Related Parties | $ 2.1 | $ 2.1 | ||
Lightstone Value Plus REIT III LLC [Member] | ||||
Accounting Policies [Line Items] | ||||
General partner ownership interest | 99.00% | 99.00% | ||
Buildings and Improvements [Member] | ||||
Accounting Policies [Line Items] | ||||
Weighted average composite life | 39 years | |||
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||||
Accounting Policies [Line Items] | ||||
Weighted average composite life | 5 years | |||
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||||
Accounting Policies [Line Items] | ||||
Weighted average composite life | 10 years |
Acquisitions and Debt (Details)
Acquisitions and Debt (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |
Rental revenue | $ 6,203,341 |
Net income | $ 4,244 |
Acquisitions and Debt (Details
Acquisitions and Debt (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Business Acquisition [Line Items] | |||
Pro forma rental revenue | $ 8,218,045 | $ 7,515,852 | |
Pro forma net (loss)/income | [1] | $ (119,079) | $ 661,859 |
Pro forma net (loss)/income per Company's common share, basic and diluted | [1] | $ 0.07 | $ 19.13 |
[1] | Includes acquisition fees and acquisition-related expenses aggregating $597,327 during the year ended December 31, 2015, in connection with the acquisitions of the Hampton Inn-Des Moines and the Courtyard-Durham. |
Acquisitions and Debt (Detail27
Acquisitions and Debt (Details Textual) - USD ($) | May. 15, 2015 | Feb. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Acquisition fees received by the advisor | $ 597,327 | ||||
Proceeds from revolving promissory note | 20,200,000 | $ 0 | |||
Repayment of promissory note | 18,144,719 | 0 | |||
Revolving promissory note | $ 2,055,281 | $ 0 | |||
Durham Promissory Note [Member] | |||||
Business Acquisition [Line Items] | |||||
Origination fee | $ 130,000 | ||||
Hampton Inn Des Moines [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid | [1] | $ 10,900,000 | |||
Acquisition fees received by the advisor | 100,000 | ||||
Proceeds from offering | 2,700,000 | ||||
Purchase price allocation, land and improvements | 1,200,000 | ||||
Purchase price allocation, building and improvements | 9,200,000 | ||||
Purchase price allocation, furnitures and fixtures | $ 500,000 | ||||
Asset Capitalization Rate | 11.30% | ||||
Acquisition fees received by the advisor as percentage of acquisition price | 1.00% | ||||
Hampton Inn Des Moines [Member] | Des Moines Promissory Note [Member] | |||||
Business Acquisition [Line Items] | |||||
Proceeds from revolving promissory note | $ 8,200,000 | ||||
Debt Instrument, Face Amount | $ 10,000,000 | ||||
Interest rate, Libor plus | 6.00% | 6.40% | |||
Origination fee | $ 100,000 | ||||
Remaining availability under promissory note | $ 10,000,000 | ||||
Debt Instrument, Term | 1 year | ||||
Interest rate at end of period | 6.00% | ||||
Courtyard, Durham North Carolina [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid | 16,000,000 | ||||
Acquisition fees received by the advisor | 200,000 | ||||
Proceeds from offering | 4,000,000 | ||||
Purchase price allocation, land and improvements | 1,000,000 | ||||
Purchase price allocation, building and improvements | 13,100,000 | ||||
Purchase price allocation, furnitures and fixtures | $ 1,900,000 | ||||
Asset Capitalization Rate | 7.30% | ||||
Acquisition fees received by the advisor as percentage of acquisition price | 1.00% | ||||
Courtyard, Durham North Carolina [Member] | Durham Promissory Note [Member] | |||||
Business Acquisition [Line Items] | |||||
Proceeds from revolving promissory note | $ 12,000,000 | ||||
Debt Instrument, Face Amount | $ 13,000,000 | ||||
Interest rate, Libor plus | 6.00% | 6.40% | |||
Remaining availability under promissory note | $ 10,900,000 | ||||
Debt Instrument, Term | 1 year | ||||
Interest rate at end of period | 6.00% | ||||
Repayment of promissory note | 9,900,000 | ||||
Revolving promissory note | $ 2,100,000 | ||||
[1] | Includes acquisition fees and acquisition-related expenses aggregating $597,327 during the year ended December 31, 2015, in connection with the acquisitions of the Hampton Inn-Des Moines and the Courtyard-Durham. |
Selling Commission, Dealer Ma28
Selling Commission, Dealer Manager Fees and Other Offering Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Selling Commission, Dealer Manager Fees and Other Offering Costs [Line Items] | ||
Selling commissions and dealer manager fees | $ 3,377,887 | $ 42,821 |
Other offering costs | $ 1,870,078 | $ 2,141,337 |
Selling Commission, Dealer Ma29
Selling Commission, Dealer Manager Fees and Other Offering Costs (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Selling Commission, Dealer Manager Fees and Other Offering Costs [Line Items] | ||
Selling commissions and dealer manager fees | $ 3.4 | |
Reimbursement of Stock Issuance Costs | 1.1 | |
Debt Issuance Cost | 4 | |
Deferred Finance Costs, Net | 1.2 | |
Advisor [Member] | ||
Selling Commission, Dealer Manager Fees and Other Offering Costs [Line Items] | ||
Payments for Fees | $ 0.3 | $ 1.8 |
Stockholder's Equity (Details T
Stockholder's Equity (Details Textual) - USD ($) | Jan. 14, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 11, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 | |
REIT annual distribution, percent of taxable income | 90.00% | |||
Distribution declared | Jan. 14, 2015 | |||
Distribution on per day basis | $ 0.00164383 | |||
Number of days used to calculate daily amount of distribution | 365 days | |||
Annualized rate of dividend | 6.00% | |||
Face value of share | $ 10 | |||
Distribution payment date | Mar. 15, 2015 | |||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 1,000,000 |
Related Party and Other Trans31
Related Party and Other Transactions (Organization and Offering Stage) (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | 39 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Jul. 15, 2014 | |
Related Party Transaction [Line Items] | ||||
Organization and offering expenses incurred | $ 1.9 | $ 2.1 | $ 4 | |
Selling commissions | 2.3 | |||
Dealer manager fee | 1.1 | |||
Stock Offering [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expected selling commissions | $ 21 | $ 21 | ||
Shares reserved for issuance | 30 | 30 | 30 | |
Dealer manager fee, percent of gross proceeds | 7.50% | |||
Expected dealer manager fee | $ 9 | $ 9 | ||
Stock Offering [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares reserved for issuance | 30 | 30 | ||
Dealer Manager [Member] | Stock Offering [Member] | ||||
Related Party Transaction [Line Items] | ||||
Selling commissions, percent of gross proceeds | 7.00% | |||
Dealer manager fee, percent of gross proceeds | 3.00% | |||
Participating broker-dealer or registered representative [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Dealer manager fee, percent of gross proceeds | 10.00% | |||
Participating broker-dealer or registered representative [Member] | Stock Offering [Member] | ||||
Related Party Transaction [Line Items] | ||||
Selling commissions, percent of gross proceeds | 7.50% | |||
Dealer manager fee, percent of gross proceeds | 2.50% | |||
Participating broker-dealer or registered representative [Member] | Stock Offering [Member] | Time of Sale of Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Selling commissions, percent of gross proceeds | 2.50% | |||
Participating broker-dealer or registered representative [Member] | Stock Offering [Member] | Each Anniversary of Stock Sale Closing [Member] | ||||
Related Party Transaction [Line Items] | ||||
Selling commissions, percent of gross proceeds | 1.00% | |||
Advisor [Member] | Stock Offering [Member] | ||||
Related Party Transaction [Line Items] | ||||
Organization and offering expenses, percent of gross proceeds | 2.00% | |||
Advisor [Member] | Stock Offering [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Organization and offering expenses, percent of gross proceeds | 15.00% |
Related Party and Other Trans32
Related Party and Other Transactions (Operational Stage) (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Related Party Transaction [Line Items] | |
Acquisition fee, percent of property purchase price | 1.00% |
Acquisition fee, percent of loan advancement or other investment | 1.00% |
Estimated acquisition fee | $ | $ 269,000 |
Acquisition expenses, percent of property purchase price | 0.60% |
Acquisition expenses, percent of loan advancement or other investment. | 0.60% |
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% |
Common stock, price per share | $ / shares | $ 9 |
Minimum percentage of average invested assets | 2.00% |
Minimum percentage of net income | 25.00% |
Financing coordination fee, percent | 0.75% |
Asset management subordinated participation, stock to be issued valuation multiplier | 0.1875% |
Asset management fee, multiplier | 0.0833% |
Cumulative, pretax, non-compounded annual return, percent | 6.00% |
Asset management fee, percent of average invested assets | 0.75% |
Related Party and Other Trans33
Related Party and Other Transactions (Liquidation/Listing Stage) (Details) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
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 | $ 10 |
Liquidation distributions, percent payable to company | 85.00% |
Liquidation distributions, percent payable to Special Limited Partner | 15.00% |
Related Party and Other Trans34
Related Party and Other Transactions (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Business Combination, Acquisition Related Costs | $ 597,327 | |
Promissory Note [Member] | ||
Related Party Transaction [Line Items] | ||
Loan Processing Fee | 200,000 | |
Interest Expense, Debt | 700,000 | |
Advisor [Member] | ||
Related Party Transaction [Line Items] | ||
Business Combination, Acquisition Related Costs | 300,000 | |
Sponsor [Member] | ||
Related Party Transaction [Line Items] | ||
Marketing Expense | $ 400,000 | |
General Insurance Expense | $ 21,000 | |
Sponsor [Member] | Partnership Interest [Member] | ||
Related Party Transaction [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 50.00% |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Line Items] | ||||||||||
Total revenue | $ 1,860,740 | $ 2,168,262 | $ 1,620,917 | $ 553,422 | $ 6,203,341 | $ 0 | ||||
Operating income/(loss) | 196,459 | 450,803 | 46,076 | (119,960) | 573,378 | (143,947) | ||||
Net (loss)/income | (31,724) | 122,075 | (213,953) | (216,628) | $ (119,218) | $ (22,867) | $ (595) | $ (1,267) | (340,230) | (143,947) |
Less loss/(income) attributable to noncontrolling interests | (4) | (25) | 39 | 34 | 21 | 4 | 0 | 0 | 44 | 25 |
Net (loss)/income applicable to Company's common shares | $ (31,728) | $ 122,050 | $ (213,914) | $ (216,594) | $ (119,197) | $ (22,863) | $ (595) | $ (1,267) | $ (340,186) | $ (143,922) |
Net (loss)/income per common share, basic and diluted | $ (0.01) | $ 0.06 | $ (0.19) | $ (0.41) | $ (1.53) | $ (1.14) | $ (0.25) | $ (0.02) | $ (0.20) | $ (4.16) |
Distributions (Details Textual)
Distributions (Details Textual) - USD ($) | Mar. 14, 2016 | Jan. 14, 2015 | Mar. 11, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Distributions [Line Items] | |||||
Distribution paid | $ 500,246 | ||||
Proceeds from offering | 36,240,503 | $ 2,442,905 | |||
Value of common stock issued pursuant to Distribution Reinvestment Program | 326,089 | ||||
Distribution on per day basis | $ 0.00164383 | ||||
Number of days used to calculate daily amount of distribution | 365 days | ||||
Annualized rate of dividend | 6.00% | ||||
Face value of share | $ 10 | ||||
Distribution declared | Jan. 14, 2015 | ||||
Subsequent Event [Member] | |||||
Distributions [Line Items] | |||||
Distribution on per day basis | $ 0.00164383 | ||||
Number of days used to calculate daily amount of distribution | 365 days | ||||
Annualized rate of dividend | 6.00% | ||||
Face value of share | $ 10 | ||||
Distribution declared | Mar. 14, 2016 | ||||
Dividend Paid [Member] | |||||
Distributions [Line Items] | |||||
Distribution paid | $ 1,014,588 | ||||
Shares of common stock issued pursuant to Distribution Reinvestment Program | 43,807 | ||||
Discounted price per share | $ 9.50 | ||||
Proceeds from offering | $ 598,419 | ||||
Value of common stock issued pursuant to Distribution Reinvestment Program | $ 416,169 | ||||
Percentage Of Distribution Paid From Offering Proceeds | 59.00% | ||||
Percentage Of Distribution Paid From Issuance Of Common Stock Through DRIP | 41.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 10, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||
Amount of acquisition fees to company's advisor | $ 597,327 | |
Subsequent Event [Member] | Hampton Inn - Des Moines [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate purchase price | $ 10,500,000 | |
Acquisition fees received by the advisor as percentage of acquisition price | 1.00% | |
Amount of acquisition fees to company's advisor | $ 100,000 |
Schedule III Real Estate and 38
Schedule III Real Estate and Accumulated Depreciation (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Encumbrance | $ 2,055,281 | ||||
Land | [1] | 2,205,864 | |||
Buildings and Improvements Including Furniture and Fixtures and CIP | [1] | 24,694,136 | |||
Net Costs Capitalized & Impairments Subsequent to Acquisition | 1,240,343 | ||||
Land and Improvements | 2,205,864 | ||||
Buildings and Improvements | 25,934,479 | ||||
Total | 28,140,343 | [2] | $ 0 | $ 0 | |
Accumulated Depreciation | (731,289) | [3] | $ 0 | $ 0 | |
Hampton Inn Hotel Des Moines IA [Member] | |||||
Encumbrance | 0 | ||||
Land | [1] | 1,178,845 | |||
Buildings and Improvements Including Furniture and Fixtures and CIP | [1] | 9,721,155 | |||
Net Costs Capitalized & Impairments Subsequent to Acquisition | 1,231,873 | ||||
Land and Improvements | 1,178,845 | ||||
Buildings and Improvements | 10,953,028 | ||||
Total | [2] | 12,131,873 | |||
Accumulated Depreciation | [3] | $ (311,604) | |||
Date Acquired | Feb. 4, 2015 | ||||
Depreciable Life | [4] | ||||
Courtyard Marriott Durham NC [Member] | |||||
Encumbrance | $ 2,055,281 | ||||
Land | [1] | 1,027,019 | |||
Buildings and Improvements Including Furniture and Fixtures and CIP | [1] | 14,972,981 | |||
Net Costs Capitalized & Impairments Subsequent to Acquisition | 8,470 | ||||
Land and Improvements | 1,027,019 | ||||
Buildings and Improvements | 14,981,451 | ||||
Total | [2] | 16,008,470 | |||
Accumulated Depreciation | [3] | $ (419,685) | |||
Date Acquired | May 15, 2015 | ||||
Depreciable Life | [4] | ||||
[1] | The initial cost to the Company represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired. | ||||
[2] | Reconciliation of total real estate owned. | ||||
[3] | Reconciliation of accumulated depreciation. | ||||
[4] | Depreciation is computed based upon the following estimated lives |
Schedule III Real Estate and 39
Schedule III Real Estate and Accumulated Depreciation (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Balance at beginning of year | $ 0 | $ 0 | |
Acquisitions, at cost | 26,900,000 | 0 | |
Improvements | 1,240,343 | 0 | |
Balance at end of year | $ 28,140,343 | [1] | $ 0 |
[1] | Reconciliation of total real estate owned. |
Schedule III Real Estate and 40
Schedule III Real Estate and Accumulated Depreciation (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Balance at beginning of year | $ 0 | $ 0 | |
Depreciation expense | 731,289 | 0 | |
Balance at end of year | $ 731,289 | [1] | $ 0 |
[1] | Reconciliation of accumulated depreciation. |
Schedule III Real Estate and 41
Schedule III Real Estate and Accumulated Depreciation (Details 3) | 12 Months Ended |
Dec. 31, 2015 | |
Building and Building Improvements [Member] | Maximum [Member] | |
Life Used for Depreciation | 39 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Life Used for Depreciation | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Life Used for Depreciation | 10 years |