Document And Entity Information
Document And Entity Information - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
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 Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8.8 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Investment property: | ||
Land and improvements | $ 4,161,202 | $ 2,205,864 |
Building and improvements | 59,420,538 | 22,258,087 |
Furniture and fixtures | 7,364,669 | 2,501,282 |
Construction in progress | 229 | 1,175,110 |
Gross investment property | 70,946,638 | 28,140,343 |
Less accumulated depreciation | (1,605,511) | (731,289) |
Net investment property | 69,341,127 | 27,409,054 |
Cash | 10,998,433 | 6,747,401 |
Deposits | 3,000,000 | 1,000,000 |
Prepaid expenses and other assets | 1,596,154 | 459,105 |
Total Assets | 84,935,714 | 35,615,560 |
Liabilities and Stockholders' Equity | ||
Accounts payable and other accrued expenses | 2,847,265 | 1,285,160 |
Revolving promissory notes payable, net - related party | 16,012,500 | 2,003,614 |
Due to related parties | 198,126 | 1,159,314 |
Distributions payable | 342,682 | 188,253 |
Total liabilities | 19,400,573 | 4,636,341 |
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, 6,938,876 and 4,009,656 shares issued and outstanding, respectively | 69,389 | 40,097 |
Additional paid-in-capital | 57,947,032 | 32,081,648 |
Subscription receivable | (87,305) | (344,371) |
Accumulated deficit | (3,486,598) | (1,499,970) |
Total Company stockholders' equity | 54,442,518 | 30,277,404 |
Noncontrolling interests | 11,092,623 | 701,815 |
Total Stockholders' Equity | 65,535,141 | 30,979,219 |
Total Liabilities and Stockholders' Equity | $ 84,935,714 | $ 35,615,560 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 6,938,876 | 6,938,876 |
Common Stock, shares outstanding | 4,009,656 | 4,009,656 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | $ 4,953,528 | $ 1,620,917 | $ 6,924,973 | $ 2,174,339 |
Expenses: | ||||
Property operating expenses | 2,802,497 | 933,274 | 4,101,638 | 1,246,529 |
Real estate taxes | 217,901 | 64,819 | 317,255 | 96,553 |
General and administrative costs | 893,906 | 382,321 | 1,498,834 | 653,269 |
Depreciation and amortization | 613,436 | 194,427 | 891,752 | 251,872 |
Total operating expenses | 4,527,740 | 1,574,841 | 6,809,479 | 2,248,223 |
Operating income/(loss) | 425,788 | 46,076 | 115,494 | (73,884) |
Interest expense | (287,473) | (255,940) | (377,437) | (352,233) |
Other expense, net | (871) | (4,089) | (2,224) | (4,464) |
Net income/(loss) | 137,444 | (213,953) | (264,167) | (430,581) |
Less: net (income)/loss attributable to noncontrolling interests | (8) | 39 | 2 | 73 |
Net income/(loss) applicable to Company's common shares | $ 137,436 | $ (213,914) | $ (264,165) | $ (430,508) |
Net income/(loss) per Company's common shares, basic and diluted | $ 0.02 | $ (0.19) | $ (0.05) | $ (0.51) |
Weighted average number of common shares outstanding, basic and diluted | 6,686,377 | 1,151,224 | 5,765,835 | 841,614 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2016 - USD ($) | Total | Common Shares [Member] | Additional Paid-In Capital [Member] | Subscription Receivable [Member] | Accumulated Deficit [Member] | Total Noncontrolling Interests [Member] |
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 | |||||
Net loss | (264,167) | $ 0 | 0 | 0 | (264,165) | (2) |
Distributions declared | (1,722,463) | 0 | 0 | 0 | (1,722,463) | 0 |
Distributions paid to noncontrolling interests | (60) | 0 | 0 | 0 | 0 | (60) |
Contributions from noncontrolling interests | 10,390,870 | 0 | 0 | 0 | 0 | 10,390,870 |
Proceeds from offering | 28,972,810 | $ 28,870 | 28,686,874 | 257,066 | 0 | 0 |
Proceeds from offering (shares) | 2,887,000 | |||||
Selling commissions and dealer manager fees | (2,728,129) | $ 0 | (2,728,129) | 0 | 0 | 0 |
Other offering costs | (491,487) | 0 | (491,487) | 0 | 0 | 0 |
Shares issued from distribution reinvestment program | 449,338 | $ 473 | 448,865 | 0 | 0 | 0 |
Shares issued from distribution reinvestment program (shares) | 47,299 | |||||
Redemption and cancellation of shares | (50,790) | $ (51) | (50,739) | 0 | 0 | 0 |
Redemption and cancellation of shares (shares) | (5,079) | |||||
BALANCE at Jun. 30, 2016 | $ 65,535,141 | $ 69,389 | $ 57,947,032 | $ (87,305) | $ (3,486,598) | $ 11,092,623 |
BALANCE (shares) at Jun. 30, 2016 | 6,938,876 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (264,167) | $ (430,581) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 891,752 | 251,872 |
Amortization of deferred financing costs | 89,167 | 63,333 |
Other non-cash adjustments | 2,935 | 868 |
Changes in assets and liabilities: | ||
Increase in prepaid expenses and other assets | (507,514) | (256,374) |
Increase in accounts payable and other accrued expenses | 1,566,032 | 549,725 |
Increase in due to related party | 99,899 | 605 |
Net cash provided by operating activities | 1,878,104 | 179,448 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of investment property | (42,170,113) | (26,273,699) |
Refundable escrow deposits | (3,000,000) | 0 |
Cash used in investing activities | (45,170,113) | (26,273,699) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving promissory notes payable - related party | 24,200,000 | 20,200,000 |
Payments on revolving promissory notes payable - related party | (10,055,281) | (2,401,808) |
Payment of loan fees and expenses | (475,000) | (100,000) |
Proceeds from issuance of common stock | 28,972,810 | 11,454,847 |
Payment of commissions and offering costs | (4,320,812) | (2,055,098) |
Contribution of noncontrolling interests | 10,390,870 | 0 |
Distributions to noncontrolling interests | (60) | (57) |
Distributions to common stockholders | (1,118,696) | (137,501) |
Redemption and cancellation of common shares | (50,790) | 0 |
Net cash provided by financing activities | 47,543,041 | 26,960,383 |
Net change in cash | 4,251,032 | 866,132 |
Cash, beginning of year | 6,747,401 | 1,738,026 |
Cash, end of period | 10,998,433 | 2,604,158 |
Supplemental cash flow information for the periods indicated is as follows: | ||
Cash paid for interest | 114,645 | 214,397 |
Distributions declared, but not paid | 342,682 | 66,956 |
Commissions and other offering costs accrued but not paid | 380,269 | 195,072 |
Revolving promissory note origination fee accrued but not paid | 0 | 130,000 |
Subscription receivable | 87,305 | 136,037 |
Value of shares issued from distribution reinvestment program | 449,338 | 55,286 |
Application of deposit to acquisition of investment property | 1,000,000 | 500,000 |
Investment property acquired but not paid | $ 81,626 | $ 0 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization [Abstract] | |
Organization | 1. Organization Lightstone Value Plus Real Estate Investment Trust III, Inc. (‘‘Lightstone REIT III’’), incorporated on October 5, 2012 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. Lightstone REIT III sold 20,000 10.00 Lightstone REIT III invested the proceeds received from the Advisor in the Operating Partnership, and as a result, held a 99 The Company’s registration statement on Form S-11 (the “Offering”), pursuant to which it is offering to sell up to 30,000,000 par value $ 0.01 10.00 10,000,000 95 9.50 10.00 67.9 6.9 2.0 9.00 30.0 The Company has no employees. The Company has retained the Advisor to manage its affairs on a day-to-day basis. Beacon Property Management Limited Liability Company and Paragon Retail Property Management LLC (the ‘‘Property Managers’’), both affiliates of the Sponsor, may serve as property managers and/or the Company may utilize third-party property managers. Orchard Securities, LLC (the ‘‘Dealer Manager’’), a third-party not affiliated with the Company, the Sponsor or the Advisor, serves as the dealer manager of the Company’s public offering. In addition to the Property Managers, the Advisor is also an affiliate of the Sponsor. These related parties receive compensation and fees for services related to the investment and management of the Company’s assets. Noncontrolling Interests Partners of Operating Partnership On July 16, 2014, the Advisor contributed $ 2,000 200 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 the Operating Partnership and has committed to make a significant equity investment in the Company of up to $ 36.0 12.0 300.0 50,000 36.0 300.0 Through June 30, 2016, the Special Limited Partner has purchased an aggregate of approximately 222 11.1 208 10.4 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the audited Consolidated Financial Statements of the Company and related notes as contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The unaudited interim financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair statement of the results for the periods presented. The accompanying unaudited consolidated financial statements of the Lightstone Value Plus Real Estate Investment Trust III, Inc. and its Subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. 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, and revenue recognition. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. The unaudited consolidated statements of operations for interim periods are not necessarily indicative of results for the full year or any other period. To qualify or maintain our qualification as a REIT, we engage in certain activities through wholly-owned taxable REIT subsidiaries (“TRS”). As such, we are subject to U.S. federal and state income and franchise taxes from these activities. The consolidated financial statements include the accounts of Lightstone REIT III and the Operating Partnership 99 All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. Certain prior period amounts may have been reclassified to conform to the current year presentation. 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 did not have a material 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. The Company adopted this standard during the quarter ended March 31, 2016. As a result of adopting this standard on a retrospective basis, approximately $ 51,667 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 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 The acquisition of the Hampton Inn Lansing 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 Lansing has been allocated to the assets acquired based upon their fair values as of the date of the acquisition. Approximately $ 0.4 9.0 1.1 The capitalization rate for the acquisition of the Hampton Inn Lansing was approximately 12.0 Courtyard Warwick On March 23, 2016, the Company completed the acquisition of a 92-room select service hotel located in Warwick, Rhode Island (the “Courtyard Warwick”) from an unrelated third party, for an aggregate purchase price of $ 12.4 1.0 0.1 The acquisition of the Courtyard Warwick 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 Warwick has been allocated to the assets acquired based upon their fair values as of the date of the acquisition. Approximately $ 0.7 11.1 0.6 The capitalization rate for the acquisition of the Courtyard Warwick was approximately 8.3 SpringHill Suites Green Bay On May 2, 2016 18.3 1.0 183,000 8.1 10.2 14.5 The acquisition of the SpringHill Suites Green Bay 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 SpringHill Suites Green Bay has been allocated to the assets acquired based upon their fair values as of the date of the acquisition. Approximately $ 0.8 15.2 2.3 The capitalization rate for the acquisition of the SpringHill Suites Green Bay was approximately 9.8 Financial Information For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Rental revenue $ 4,953,528 $ 1,620,917 $ 6,924,973 $ 2,174,339 Net income/(loss) $ 668,085 $ (170,547) $ 482,834 $ (338,236) For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Pro forma rental revenue $ 5,273,732 $ 5,164,382 $ 9,389,467 $ 9,640,151 Pro forma net income/(loss) (1) $ 160,931 $ 460,865 $ (127,934) $ 701,536 Pro forma net income/(loss) per Company's common share, basic and diluted (1) $ 0.02 $ 0.40 $ (0.02) $ 0.83 (1) Includes acquisition related expenses of $ 733,426 1,199,266 316,955 509,571 |
Selling Commissions, Dealer Man
Selling Commissions, Dealer Manager Fees and Other Offering Costs | 6 Months Ended |
Jun. 30, 2016 | |
Selling Commission, Dealer Manager Fees And Other Offering Costs [Abstract] | |
Selling Commissions, Dealer Manager Fees and Other Offering Costs | 4. Selling Commissions, Dealer Manager Fees and Other Offering Costs Selling commissions and dealer manager fees are paid to the Dealer Manager, pursuant to various agreements, and other third-party offering costs such as registration fees, due diligence fees, marketing costs, and professional fees are accounted for as a reduction against additional paid-in capital (“APIC”) as costs are incurred. Organizational costs are expensed as general and administrative costs. For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Selling commissions and dealer manager fees $ 1,116,252 $ 556,508 $ 2,728,129 $ 1,067,615 Other offering costs $ 367,127 $ 579,217 $ 491,487 $ 973,873 Since the Company’s inception through June 30, 2016, it has incurred approximately $ 6.1 4.5 |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 5. Earnings per Share The Company had no potentially dilutive securities outstanding during the periods presented. Accordingly, basic and diluted earnings per share is calculated by dividing earnings attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the applicable period. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Revolving promissory notes payable, net related party Des Moines Promissory Note During the three and six months ended June 30, 2015, the Company incurred interest of $ 111,082 190,708 100,000 10.0 Durham Promissory Note On May 15, 2015, the Company entered into a $ 13.0 three-month 6.0 130,000 On May 2, 2016, the Durham Promissory Note was repaid in full and has now expired. The outstanding principal balance and remaining availability under the Durham Promissory Note were $ 2.1 10.9 51,667 During the three and six months ended June 30, 2016, the Company incurred interest of $ 59,287 108,418 98,192 Lansing Promissory Note On May 2, 2016, the Company entered into an $ 8.0 6.0 6.0 6.65 80,000 6.0 2.0 66,667 During both the three and six months ended June 30, 2016, the Company incurred interest of $ 66,612 Green Bay Promissory Note On May 2, 2016, the Company entered into a Green Bay Promissory Note with the operating partnership Lightstone II, of which $ 10.2 6.0 6.65 145,000 10.2 4.3 120,833 During both the three and six months ended June 30, 2016, the Company incurred interest of $ 113,240 Due to related parties and other transactions In addition to certain agreements with the Sponsor (see Note 1) and Dealer Manager (see Note 4), the Company has agreements with the Advisor to pay certain fees in exchange for services performed by the Advisor and/or its affiliated entities. Additionally, the Company’s ability to secure financing and its real estate operations are dependent upon its Advisor and its affiliates to perform such services as provided in these agreements. Furthermore, the Advisor has and is expected to continue to advance certain organization and offering costs on behalf of the Company to the extent the Company does not have sufficient funds to pay such costs. As of December 31, 2015, the Company owed the Advisor and its affiliated entities an aggregate of approximately $ 1.2 75,963 36,298 1.2 15,626 83,728 During the three and six months ended June 30, 2016, the Advisor charged the Company acquisition fees of $ 182,500 411,500 160,000 269,000 From time to time, the Company may purchase title insurance from an agency in which its Sponsor owns a 50 4,250 39,125 12,550 20,870 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Financial Instruments | 7. 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 June 30, 2016 the estimated fair value of the revolving promissory notes payable related party approximated its carrying value ($ 16.2 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 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. As of the date hereof, we are not a party to any material pending legal proceedings. |
Distributions
Distributions | 6 Months Ended |
Jun. 30, 2016 | |
Distributions [Abstract] | |
Distributions | 9. Distributions Distribution Payments On May 16, 2016 1,000,301 19,309 9.03 825,940 83 174,361 17 Distribution Declaration On August 4, 2016 0.00164383 365 6.0 10.00 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Revolving Credit Facility On July 13, 2016, the Company, through certain subsidiaries, entered into a $ 60.0 Libor plus 4.95% 65.0 45.4 14.6 Approximately $ 14.4 which were terminated in connection with the closing of the Revolving Credit Facility. Additionally, approximately $ 0.3 1.0 31.0 Acquisition of Home 2 Suites Hotel Portfolio On August 2, 2016, the Company completed the portfolio acquisition of (i) a 139-room select service hotel located in Tukwila, Washington (the “Home 2 Suites Tukwila”) and (ii) a 125-room select service hotel located in Salt Lake City, Utah (the “Home 2 Suites Salt Lake” and collectively the “Home 2 Suites Hotel Portfolio”), from an unrelated third party, for an aggregate purchase price of approximately $ 47.3 2.0 1.0 473,000 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Lightstone REIT III and the Operating Partnership 99 All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. |
Reclassifications | Reclassifications Certain prior period amounts may have been reclassified to conform to the current year presentation. |
New Accounting Pronouncements | 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 did not have a material 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. The Company adopted this standard during the quarter ended March 31, 2016. As a result of adopting this standard on a retrospective basis, approximately $ 51,667 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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/(loss) included in the Company’s consolidated statements of operations from the Hampton Inn Lansing, the Courtyard Warwick, the SpringHill Suites Green Bay, the Hampton Inn Des Moines (acquired February 4, 2015) and the Courtyard Durham (acquired May 15, 2015) since their respective dates of acquisition for the period indicated: For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Rental revenue $ 4,953,528 $ 1,620,917 $ 6,924,973 $ 2,174,339 Net income/(loss) $ 668,085 $ (170,547) $ 482,834 $ (338,236) |
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 Lansing, the Courtyard Warwick, the SpringHill Suites Green Bay, 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 Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Pro forma rental revenue $ 5,273,732 $ 5,164,382 $ 9,389,467 $ 9,640,151 Pro forma net income/(loss) (1) $ 160,931 $ 460,865 $ (127,934) $ 701,536 Pro forma net income/(loss) per Company's common share, basic and diluted (1) $ 0.02 $ 0.40 $ (0.02) $ 0.83 (1) Includes acquisition related expenses of $ 733,426 1,199,266 316,955 509,571 |
Selling Commissions, Dealer M19
Selling Commissions, Dealer Manager Fees and Other Offering Costs (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Selling Commission, Dealer Manager Fees And Other Offering Costs [Abstract] | |
Summary of Selling Commission, Dealer Manager Fees and Other Offering Costs | The following table represents the selling commissions and dealer manager fees and other offering costs for the periods indicated: For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Selling commissions and dealer manager fees $ 1,116,252 $ 556,508 $ 2,728,129 $ 1,067,615 Other offering costs $ 367,127 $ 579,217 $ 491,487 $ 973,873 |
Organization (Details Textual)
Organization (Details Textual) - USD ($) | Jul. 15, 2014 | Jul. 16, 2014 | Dec. 24, 2012 | Jun. 30, 2016 | Jun. 30, 2015 | Jul. 25, 2016 | Dec. 31, 2015 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Date of incorporation | Oct. 5, 2012 | ||||||
Issuance of common shares, value | $ 28,972,810 | ||||||
Gross proceeds from sale of common stock | 28,972,810 | $ 11,454,847 | |||||
Amount in subscriptions accepted required for the Special Limited Partner to purchase one unit | $ 36,000,000 | ||||||
Common Stock, Par Value | $ 0.01 | $ 0.01 | |||||
Equity Method investment ,Percentage of Maximum Offering cost | 12.00% | ||||||
Maximum Amount of Offering | $ 300,000,000 | ||||||
Equity Method Investment, Description of Principal Activities | (i) $10.00 minus our then current estimated 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. The Special Limited Partner’s obligation will continue until the earlier of: (i) the termination of the Offering; (ii) the Special Limited Partner’s purchase of an aggregate of $36.0 million of Subordinated Participation Interests and (iii) the 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. | ||||||
Proceeds from Issuance of Limited partner Interest | $ 10,400,000 | ||||||
Limited Partners' Capital Account, Units Issued | 208 | ||||||
Issuance of Subordinated Participation Interest for Each Partner | $ 50,000 | ||||||
Maximum Number Share issued in Primary offering | 30,000,000 | ||||||
Adjusted Offering Price | $ 9.50 | ||||||
Discounted Price Percentage | 95.00% | ||||||
Subsequent Event [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Adjusted Offering Price | $ 10 | ||||||
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 | 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 | $ 11,100,000 | ||||||
Partners' Capital Account, Units, Contributed | 222 | ||||||
Lightstone Value Plus REIT III LLC [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Issuance of common shares, shares | 20,000 | ||||||
Shares issued, price per share | $ 10 | ||||||
General partner ownership interest | 99.00% | ||||||
Stock Offering [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares reserved for issuance | 30,000,000 | ||||||
Shares reserved for issuance, price per share | $ 10 | ||||||
Issuance of common shares, shares | 6,900,000 | ||||||
Gross proceeds from sale of common stock | $ 67,900,000 | ||||||
Common Stock, Par Value | $ 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 | $ 9 | ||||||
Distribution Reinvestment Plan [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares reserved for issuance | 10,000,000 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Accounting Policies [Line Items] | ||
Notes Payable, Total | $ 16,012,500 | $ 2,003,614 |
Prepaid Expenses and Other Current Assets [Member] | ||
Accounting Policies [Line Items] | ||
Notes Payable, Total | $ 51,667 | |
Lightstone Value Plus REIT III LLC [Member] | ||
Accounting Policies [Line Items] | ||
General partner ownership interest | 99.00% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Rental revenue | $ 4,953,528 | $ 1,620,917 | $ 6,924,973 | $ 2,174,339 |
Net income/(loss) | $ 668,085 | $ (170,547) | $ 482,834 | $ (338,236) |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Business Acquisition [Line Items] | |||||
Pro forma rental revenue | $ 5,273,732 | $ 5,164,382 | $ 9,389,467 | $ 9,640,151 | |
Pro forma net income/(loss) | [1] | $ 160,931 | $ 460,865 | $ (127,934) | $ 701,536 |
Pro forma net income/(loss) per Company's common share, basic and diluted | [1] | $ 0.02 | $ 0.4 | $ (0.02) | $ 0.83 |
[1] | Includes acquisition related expenses of $733,426 and $1,199,266 for the three and six months ended June 30, 2016 in connection with the acquisition of the Hampton Inn Lansing, the Courtyard Warwick and the SpringHill Suites Green Bay and acquisition related expenses of $316,955 and $509,571 for the three and six months ended June 30, 2015, in connection with the acquisition of the Hampton Inn - Des Moines and the Courtyard - Durham. |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) | Mar. 10, 2016 | May 02, 2016 | Mar. 23, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||||||
Acquisition fees received by the advisor | $ 733,426 | $ 316,955 | $ 1,199,266 | $ 509,571 | |||
Proceeds from Notes Payable | $ 24,200,000 | $ 20,200,000 | |||||
Hampton Inn Des Moines [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid | $ 10,500,000 | ||||||
Acquisition fees received by the advisor | 100,000 | ||||||
Purchase price allocation, land and improvements | 400,000 | ||||||
Purchase price allocation, building and improvements | 9,000,000 | ||||||
Purchase price allocation, furnitures and fixtures | $ 1,100,000 | ||||||
Asset Capitalization Rate | 12.00% | ||||||
Acquisition fees received by the advisor as percentage of acquisition price | 1.00% | ||||||
Courtyard, Durham North Carolina [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid | $ 12,400,000 | ||||||
Acquisition fees received by the advisor | 100,000 | ||||||
Purchase price allocation, land and improvements | 700,000 | ||||||
Purchase price allocation, building and improvements | 11,100,000 | ||||||
Purchase price allocation, furnitures and fixtures | $ 600,000 | ||||||
Asset Capitalization Rate | 8.30% | ||||||
Acquisition fees received by the advisor as percentage of acquisition price | 1.00% | ||||||
SpringHill Suites - Green Bay [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition fees received by the advisor | $ 183,000 | ||||||
Purchase price allocation, land and improvements | 800,000 | ||||||
Purchase price allocation, building and improvements | 15,200,000 | ||||||
Purchase price allocation, furnitures and fixtures | $ 2,300,000 | ||||||
Asset Capitalization Rate | 9.80% | ||||||
Acquisition fees received by the advisor as percentage of acquisition price | 1.00% | ||||||
Business Acquisition, Effective Date of Acquisition | May 2, 2016 | ||||||
Business Combination, Consideration Transferred | $ 18,300,000 | ||||||
Proceeds from Issuance Initial Public Offering | 8,100,000 | ||||||
SpringHill Suites - Green Bay [Member] | Green Bay Promissory Note [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from Notes Payable | 10,200,000 | ||||||
Accounts Payable | $ 14,500,000 |
Selling Commissions, Dealer M25
Selling Commissions, Dealer Manager Fees and Other Offering Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Selling Commission, Dealer Manager Fees and Other Offering Costs [Line Items] | ||||
Selling commissions and dealer manager fees | $ 1,116,252 | $ 556,508 | $ 2,728,129 | $ 1,067,615 |
Other offering costs | $ 367,127 | $ 579,217 | $ 491,487 | $ 973,873 |
Selling Commissions, Dealer M26
Selling Commissions, Dealer Manager Fees and Other Offering Costs (Details Textual) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Selling Commission, Dealer Manager Fees and Other Offering Costs [Line Items] | |
Selling commissions and dealer manager fees | $ 6.1 |
Debt Related Commitment Fees and Debt Issuance Costs | $ 4.5 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | May 15, 2015 | May 02, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||||||
Business Combination, Acquisition Related Costs | $ 733,426 | $ 316,955 | $ 1,199,266 | $ 509,571 | |||
Due to Related Parties | 198,126 | 198,126 | $ 1,159,314 | ||||
Debt Related Commitment Fees and Debt Issuance Costs | 4,500,000 | ||||||
Des Moines Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest Expense, Debt | 111,082 | 190,708 | |||||
Loan Processing Fee | 100,000 | 10,000,000 | |||||
Lansing Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest Expense, Debt | 66,612 | 66,612 | |||||
Green Bay Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest Expense, Debt | 113,240 | 113,240 | |||||
Advisor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Business Combination, Acquisition Related Costs | 182,500 | 160,000 | 411,500 | 269,000 | |||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
General Insurance Expense | 4,250 | 12,550 | $ 39,125 | 20,870 | |||
Sponsor [Member] | Partnership Interest [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 50.00% | ||||||
Lightstone II [Member] | Revolving Promissory Note Durham [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 13,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Payments of Debt Issuance Costs | $ 130,000 | ||||||
Notes Payable, Related Parties | 2,100,000 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | 10,900,000 | ||||||
Interest Expense, Related Party | 59,287 | $ 98,192 | $ 108,418 | 98,192 | |||
Debt Instrument, Term | 1 year | ||||||
Debt Instrument, Description of Variable Rate Basis | three-month | ||||||
Debt Issuance Costs, Net | 51,667 | ||||||
Lightstone II [Member] | Lansing Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | $ 6,000,000 | $ 6,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.65% | 6.65% | ||||
Payments of Debt Issuance Costs | $ 80,000 | ||||||
Notes Payable, Related Parties | $ 6,000,000 | $ 6,000,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 2,000,000 | 2,000,000 | |||||
Debt Issuance Costs, Net | $ 66,667 | $ 66,667 | |||||
Lightstone II [Member] | Green Bay Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,200,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.65% | 6.65% | ||||
Payments of Debt Issuance Costs | $ 145,000 | ||||||
Notes Payable, Related Parties | $ 10,200,000 | $ 10,200,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 4,300,000 | 4,300,000 | |||||
Debt Related Commitment Fees and Debt Issuance Costs | 120,833 | ||||||
Advisors And Affiliated Entities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties | $ 15,626 | 15,626 | $ 1,200,000 | ||||
Debt Related Commitment Fees and Debt Issuance Costs | 75,963 | ||||||
Noninterest Expense Offering Cost | 36,298 | $ 83,728 | |||||
Repayments of Related Party Debt | $ 1,200,000 |
Financial Instruments (Details
Financial Instruments (Details Textual) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Notes Payable, Total | $ 16,012,500 | $ 2,003,614 |
Distributions (Details Textual)
Distributions (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Aug. 04, 2016 | May 16, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Distributions [Line Items] | ||||
Distribution paid | $ 1,118,696 | $ 137,501 | ||
Value of common stock issued pursuant to Distribution Reinvestment Program | 449,338 | |||
Distribution declared | May 16, 2016 | |||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 1,878,104 | $ 179,448 | ||
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 | Aug. 4, 2016 | |||
Dividend Paid [Member] | ||||
Distributions [Line Items] | ||||
Distribution paid | $ 1,000,301 | |||
Shares of common stock issued pursuant to Distribution Reinvestment Program | 19,309 | |||
Discounted price per share | $ 9.03 | |||
Value of common stock issued pursuant to Distribution Reinvestment Program | $ 174,361 | |||
Percentage Of Distribution Paid From Issuance Of Common Stock Through DRIP | 17.00% | |||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | $ 825,940 | |||
Percentage Of Distribution Paid From Operations Proceeds | 83.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | Jul. 13, 2016 | Aug. 31, 2016 |
Subsequent Event [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000,000 | |
Line of Credit Facility, Commitment Fee Percentage | 65.00% | |
Line of Credit Facility, Current Borrowing Capacity | $ 45,400,000 | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 14,600,000 | |
Debt Instrument, Interest Rate, Basis for Effective Rate | Libor plus 4.95% | |
Repayments of Subordinated Debt | $ 14,400,000 | |
Restructuring Reserve | 300,000 | |
Legal Fees | 1,000,000 | |
Amount Avaliable for working capital, capital expenditure and distribution | $ 31,000,000 | |
Lightstone II [Member] | Home 2 Suites Hotel Portfolio [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate purchase price | $ 47,300,000 | |
Proceeds from Issuance Initial Public Offering | 473,000 | |
Deposits For Business Acquisition | $ 2,000,000 | |
Business Acquisition Fee, Percentage | 1.00% |