Cover
Cover - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55619 | ||
Entity Registrant Name | LIGHTSTONE VALUE PLUS REIT III, INC. | ||
Entity Central Index Key | 0001563756 | ||
Entity Tax Identification Number | 46-1140492 | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Address, Address Line One | 1985 Cedar Bridge Avenue | ||
Entity Address, Address Line Two | Suite 1 | ||
Entity Address, City or Town | Lakewood | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08701 | ||
City Area Code | 732 | ||
Local Phone Number | 367-0129 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 12,800 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
Auditor Name | EISNERAMPER LLP | ||
Auditor Location | Iselin, New Jersey | ||
Auditor Firm ID | 274 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investment property: | ||
Land and improvements | $ 21,711 | $ 21,662 |
Building and improvements | 91,987 | 91,919 |
Furniture and fixtures | 16,463 | 16,291 |
Construction in progress | 47 | 115 |
Gross investment property | 130,208 | 129,987 |
Less accumulated depreciation | (32,438) | (27,638) |
Net investment property | 97,770 | 102,349 |
Investments in unconsolidated affiliated real estate entities | 21,755 | 23,545 |
Cash and cash equivalents | 18,391 | 16,639 |
Marketable securities, available for sale | 3,314 | 1,810 |
Accounts receivable and other assets | 1,585 | 1,554 |
Total Assets | 142,815 | 145,897 |
Liabilities and Stockholders’ Equity | ||
Accounts payable and other accrued expenses | 2,960 | 2,942 |
Mortgages payable, net | 60,814 | 60,691 |
Notes payable | 1,869 | |
Due to related parties | 302 | 301 |
Total liabilities | 64,076 | 65,803 |
Company’s stockholders’ equity: | ||
Preferred stock, $0.01 par value; 50.0 million shares authorized, none issued and outstanding | ||
Common stock, $0.01 par value; 200.0 million shares authorized, 13.0 million and 13.1 million shares issued and outstanding, respectively | 130 | 131 |
Additional paid-in-capital | 111,585 | 112,581 |
Accumulated other comprehensive loss | (250) | (107) |
Accumulated deficit | (44,818) | (44,603) |
Total Company stockholders’ equity | 66,647 | 68,002 |
Noncontrolling interests | 12,092 | 12,092 |
Total Stockholders’ Equity | 78,739 | 80,094 |
Total Liabilities and Stockholders’ Equity | $ 142,815 | $ 145,897 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 13,000,000 | 13,100,000 |
Common Stock, shares outstanding | 13,000,000 | 13,100,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 28,311 | $ 21,778 |
Expenses: | ||
Property operating expenses | 18,141 | 13,798 |
Real estate taxes | 1,272 | 1,390 |
General and administrative costs | 2,621 | 2,462 |
Depreciation and amortization | 4,865 | 5,114 |
Total expenses | 26,899 | 22,764 |
Interest expense | (3,415) | (2,946) |
Gain on forgiveness of debt | 1,893 | 1,470 |
Earnings from investments in unconsolidated affiliated real estate entities | 3 | (333) |
Other (expense)/income, net | (108) | 62 |
Net loss | (215) | (2,733) |
Less: net loss attributable to noncontrolling interests | ||
Net loss applicable to Company’s common shares | $ (215) | $ (2,733) |
Net loss per Company’s common share, basic and diluted | $ (0.02) | $ (0.21) |
Weighted average number of common shares outstanding, basic and diluted | 13,080 | 13,215 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss | $ (215) | $ (2,733) |
Other comprehensive (loss)/income: | ||
Holding (loss)/gain on marketable securities, available for sale | (143) | 92 |
Reclassification adjustment for loss included in net loss | 22 | |
Other comprehensive (loss)/income | (143) | 114 |
Comprehensive loss | (358) | (2,619) |
Less: Comprehensive loss attributable to noncontrolling interests | ||
Comprehensive loss attributable to the Company’s common shares | $ (358) | $ (2,619) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 132 | $ 113,205 | $ (221) | $ (41,870) | $ 12,092 | $ 83,338 |
Beginning balance, shares at Dec. 31, 2020 | 13,230 | |||||
Net loss | (2,733) | (2,733) | ||||
Other comprehensive loss | 114 | 114 | ||||
Redemption and cancellation of shares | $ (1) | (624) | (625) | |||
Redemption and cancellation of shares (in shares) | (77) | |||||
Ending balance, value at Dec. 31, 2021 | $ 131 | 112,581 | (107) | (44,603) | 12,092 | 80,094 |
Ending balance, shares at Dec. 31, 2021 | 13,153 | |||||
Net loss | (215) | (215) | ||||
Other comprehensive loss | (143) | (143) | ||||
Redemption and cancellation of shares | $ (1) | (996) | (997) | |||
Redemption and cancellation of shares (in shares) | (110) | |||||
Ending balance, value at Dec. 31, 2022 | $ 130 | $ 111,585 | $ (250) | $ (44,818) | $ 12,092 | $ 78,739 |
Ending balance, shares at Dec. 31, 2022 | 13,043 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (215) | $ (2,733) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Earnings from investments in unconsolidated affiliated real estate entities | (3) | 333 |
Depreciation and amortization | 4,865 | 5,114 |
Amortization of deferred financing costs | 238 | 124 |
Gain on forgiveness of debt | (1,893) | (1,470) |
Other non-cash adjustments | 186 | 96 |
Changes in assets and liabilities: | ||
Increase in accounts receivable and other assets | (152) | (329) |
Increase in accounts payable and other accrued expenses | 44 | 519 |
Increase in due to related parties | 1 | 9 |
Net cash provided by operating activities | 3,071 | 1,663 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of investment property | (312) | (335) |
Proceeds from sale of marketable securities | 1,500 | |
Purchase of marketable securities | (1,688) | (1) |
Investments in unconsolidated affiliated real estate entities | (293) | (13,715) |
Distribution from unconsolidated affiliated real estate entities | 2,086 | 500 |
Net cash used in investing activities | (207) | (12,051) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from mortgage financing | 26,750 | |
Payments on mortgages payable | (30,351) | |
Proceeds received from notes payable | 1,869 | |
Payment of loan fees and expenses | (115) | (587) |
Redemption and cancellation of common shares | (997) | (625) |
Net cash used in financing activities | (1,112) | (2,944) |
Change in cash and cash equivalents | 1,752 | (13,332) |
Cash and cash equivalents, beginning of year | 16,639 | 29,971 |
Cash and cash equivalents, end of year | 18,391 | 16,639 |
Supplemental cash flow information for the periods indicated is as follows: | ||
Cash paid for interest | 3,797 | 2,763 |
Forgiveness of debt | 1,893 | 1,470 |
Holding gain/loss on marketable securities, available for sale | $ 143 | $ 114 |
Structure
Structure | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Structure | 1. Structure Lightstone Value Plus REIT III, Inc. (“Lightstone REIT III”), which was formerly known as Lightstone Value Plus Real Estate Investment Trust III, Inc., before September 16, 2021, is a Maryland corporation, formed on October 5, 2012, which elected to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2015. Lightstone REIT III is structured as an umbrella partnership REIT, or UPREIT, and substantially all of its current and future business will be conducted through Lightstone Value Plus REIT III LP, a Delaware limited partnership (the “Operating Partnership”). As of December 31, 2022, Lightstone REIT III had a 99 Lightstone REIT III and the Operating Partnership and its subsidiaries are collectively referred to as the “Company” and the use of “we,” “our,” “us” or similar pronouns in these consolidated financial statements refers to Lightstone REIT III, its Operating Partnership or the Company as required by the context in which such pronoun is used. Through the Operating Partnership, the Company owns, operates and develops commercial properties and makes real estate-related investments. Since its inception, the Company has primarily acquired and operated commercial hospitality properties, principally consisting of limited-service-hotels all located in the United States. However, its commercial holdings may also consist of full-service hotels, and to a lesser extent, retail (primarily multi-tenanted shopping centers), industrial and office properties. The Company’s real estate investments are held by it alone or jointly with other parties. In addition, the Company may invest up to 20% of its net assets in collateralized debt obligations, commercial mortgage-backed securities (“CMBS”) and mortgage and mezzanine loans secured, directly or indirectly, by the same types of properties which it may acquire directly. Although most of its investments are these types, the Company may invest in whatever types of real estate or real estate-related investments that it believes are in its best interests. The Company evaluates all of its real estate investments as one operating segment. The Company currently intends to hold its investments until such time as it determines that a sale or other disposition appears to be advantageous to achieve its investment objectives or until it appears that the objectives will not be met. As of December 31, 2022, the Company (i) majority owned and consolidated the operating results and financial condition of eight limited-service hotels containing a total of 872 rooms, (ii) held an unconsolidated 50.0% membership interest in LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”) and (iii) held an unconsolidated 25.0% membership interest in Bedford Avenue Holdings LLC (the “Williamsburg Moxy Hotel Joint Venture”). The Company accounts for its unconsolidated membership interests in the Hilton Garden Inn Joint Venture and the Williamsburg Moxy Hotel Joint Venture under the equity method of accounting. The Hilton Garden Inn Joint Venture owns a 183-room, limited-service hotel (the “Hilton Garden Inn – Long Island City) located in the Long Island City neighborhood in the Queens borough of New York City. The Williamsburg Moxy Hotel Joint Venture developed, constructed and owns a 210-room branded hotel (the “Williamsburg Moxy Hotel”) located in the Williamsburg neighborhood in the Brooklyn borough of New York City, which opened on March 7, 2023. Both the Hilton Garden Inn Joint Venture and the Williamsburg Moxy Hotel Joint Venture are between the Company and related parties. The Company’s advisor is Lightstone Value Plus REIT III LLC (the “Advisor”), which is majority owned by David Lichtenstein. On July 16, 2014, the Advisor contributed $ 2 200 20,000 200 10.00 222,222 9.00 242 12.1 The Company has no employees. The Company’s Advisor and its affiliates perform a full range of real estate services for it, including asset management, accounting, legal, and property management, as well as investor relations services. The Company is dependent on the Advisor and its affiliates for services that are essential to it, including asset management and acquisition, disposition and financing activities, and other general administrative responsibilities. If the Advisor and its affiliates are unable to provide these services to the Company, it would be required to provide the services itself or obtain the services from other parties. The Company also uses other unaffiliated third-party property managers, principally for the management of its hospitality properties. The Company’s Common Shares are not currently listed on a national securities exchange. The Company may seek to list its Common Shares for trading on a national securities exchange only if a majority of its independent directors believe listing would be in the best interest of its stockholders. The Company does not intend to list its Common Shares at this time. The Company does not anticipate that there would be any market for its Common Shares until they are listed for trading. On January 17, 2023, the Company’s stockholders approved an amendment and restatement to the Company’s charter pursuant to which the Company is no longer required to either (a) amend its charter to extend the deadline to begin the process of achieving a liquidity event, or (b) hold a stockholders meeting to vote on a proposal for an orderly liquidation of its portfolio. Current Environment The Company’s operating results and financial condition are substantially impacted by the overall health of local, U.S. national and global economies and may be influenced by market and other challenges. Additionally, its business and financial performance may be adversely affected by current and future economic and other conditions; including, but not limited to, availability or terms of financings, financial markets volatility and uncertainty as a result of recent banking failures, political upheaval or uncertainty, natural and man-made disasters, terrorism and acts of war, unfavorable changes in laws and regulations, outbreaks of contagious diseases, cybercrime, loss of key relationships, inflation and recession. The Company’s overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on consumer behavior. Worsening economic conditions, increases in costs due to inflation, higher interest rates, certain labor and supply chain challenges, developments related to the COVID-19 pandemic and other changes in economic conditions may adversely affect the Company’s results of operations and financial performance . Noncontrolling Interests – Partners of the Operating Partnership Limited Partner On July 16, 2014, the Advisor contributed $2 to the Operating Partnership in exchange for 200 limited partner units in the Operating Partnership. The Advisor has the right to convert limited partner units into cash or, at the Company’s option, an equal number of its Common Shares. Special Limited Partner In connection with the Company’s Offering, the Special Limited Partner purchased from the Operating Partnership an aggregate of 242 Subordinated Participation Interests for consideration of $12.1 million. The Subordinated Participation Interests were each purchased for $50 in consideration and may be entitled to receive liquidation distributions upon the liquidation of Lightstone REIT III. As the majority owner of the Special Limited Partner, Mr. Lichtenstein is the beneficial owner of a 99% interest in such Subordinated Participation Interests and will thus receive an indirect benefit from any distributions made in respect thereof. These Subordinated Participation Interests entitle the Special Limited Partner to a portion of any regular and liquidation distributions that the Company makes to its stockholders, but only after its stockholders have received a stated preferred return. From the Company’s inception through December 31, 2022, no distributions have been declared or paid on the Subordinated Participation Interests. The Company’s Sponsor, Advisor and its affiliates, including the Special Limited Partner, are related parties of the Company as well as the other public REITs also sponsored and/or advised by these entities. Certain of these entities are entitled to compensation and reimbursement for services and costs incurred related to the investment, management and disposition of our assets during the Company’s acquisition, operational and liquidation stages. The compensation levels during the acquisition and operational stages are based on the cost of acquired properties/investments and the annual revenue earned from such properties/investments, and other such fees and expense reimbursements as outlined in each of the respective agreements. See Note 8 – Related Party Transactions for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Lightstone REIT III and the Operating Partnership and its subsidiaries (over which Lightstone REIT III exercises financial and operating control). As of December 31, 2022, 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 investment property and investments in other unconsolidated real estate entities and depreciable lives of long-lived assets. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. Investments in other unconsolidated real estate entities where the Company has the ability to exercise significant influence, but does not exercise financial and operating control and is not considered to be the primary beneficiary are accounted for using the equity method. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Marketable securities consist of equity and debt securities that are designated as available-for-sale. Marketable debt securities are recorded at fair value and unrealized holding gains or losses are reported as a component of accumulated other comprehensive income. The Company’s marketable equity securities are recorded at fair value and unrealized holding gains and losses are recognized on the consolidated statements of operations. Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a debt security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below our amortized cost basis, any adverse changes in the financial condition of the issuers and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Revenues Revenues consist of amounts derived from hotel operations, including occupied hotel rooms and sales of food, beverage and other ancillary services and are presented on a disaggregated basis below. Revenues are recorded net of any sales or occupancy tax collected from our guests. Room revenue is generated through contracts with customers whereby the customers agree to pay a daily rate for right to use a hotel room. The Company’s contractual performance obligations are fulfilled at the end of the day that the customer is provided the room and revenue is recognized daily at the contract rate. Payment from the customer is secured at the end of the contract upon check-out by the customer from our hotels. The Company participates in frequent guest programs sponsored by the brand owners of our hotels whereby the brand owner allows guests to earn loyalty points during their hotel stay. The Company recognizes revenue at the amount earned that it will receive from the brand owner when a guest redeems their loyalty points by staying at one of the Company’s hotels. Revenue from food, beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized when these goods or services are provided to the customer and the Company’s contractual performance obligations have been fulfilled. Some contracts for rooms, food, beverage or other services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The contractual liabilities are not significant. The Company notes no significant judgments regarding the recognition of room, food and beverage or other revenues. Schedule of revenues from hotel operations For the Revenues 2022 2021 Room $ 27,525 $ 21,167 Food, beverage and other 786 611 Total revenues $ 28,311 $ 21,778 Accounts Receivable The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. The Company’s reported net income or loss is directly affected by management’s estimate of the collectability of accounts receivable. Investments in Real Estate Accounting for Asset Acquisitions When the Company makes an investment in real estate assets, the cost of real estate assets acquired in an asset acquisition are allocated to the acquired tangible assets, consisting of land, building and improvements, furniture and fixtures and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, acquired in-place leases, and the value of tenant relationships, based in each case on their relative fair values, at the date of acquisition, based on evaluation of information including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other relevant market data. Fees incurred related to asset acquisitions are capitalized as part of the cost of the investment. Carrying Value of Assets The amounts to be capitalized as a result of periodic improvements and additions to real estate property, when applicable, and the periods over which the assets are depreciated or amortized, are determined based on the application of accounting standards that may require estimates as to fair value and the allocation of various costs to the individual assets. Differences in the amount attributed to the assets may be significant based upon the assumptions made in calculating these estimates. Impairment Evaluation The Company evaluates its investments in real estate assets for potential impairment whenever events or changes in circumstances indicate that the undiscounted projected cash flows are less than the carrying amount for a particular property. The Company evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. No single indicator would necessarily result in the Company preparing an estimate to determine if an individual property’s future undiscounted cash flows are less than its carrying value. The Company uses judgment to determine if the severity of any single indicator, or the fact there are a number of indicators of less severity that when combined, would result in an indication that a property requires an estimate of the undiscounted cash flows to determine if an impairment has occurred. Relevant facts and circumstances include, among others, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. The undiscounted projected cash flows used for the impairment analysis are subjective and require the Company to use its judgment and the determination of estimated fair value are based on the Company’s plans for the respective assets and the Company’s views of market and economic conditions. The estimates consider matters such as future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition, and recent sales data for comparable properties. An impairment loss is recognized only if the carrying amount of a property is not recoverable and exceeds its fair value. Depreciation and Amortization Depreciation expense is computed based on the straight-line method over the estimated useful life of the applicable real estate asset. The Company generally uses estimated useful lives of up to 39 years five to 10 years Investments in Unconsolidated Entities The Company evaluates all investments in other entities for consolidation. The Company considers its percentage interest in the joint venture, evaluation of control and whether a variable interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated investment under the equity method of accounting. If an investment qualifies for the equity method of accounting, the Company’s investment is recorded initially at cost, and subsequently adjusted for equity in net income or loss and cash contributions and distributions. The net income or loss of an unconsolidated investment is allocated to its investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences, if any, between the carrying amount of the Company’s investment in the respective joint venture and our share of the underlying equity of such unconsolidated entity are amortized over the respective lives of the underlying assets as applicable. These items are reported as a single line item in the statements of operations as income or loss from investments in unconsolidated affiliated real estate entities. The Company reviews investments for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable . An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. The ultimate realization of our investment in partially owned entities is dependent on a number of factors including the performance of that entity and market conditions. If the Company determines that a decline in the value of a partially owned entity is other than temporary, it will record an impairment charge. Deferred Costs The Company capitalizes initial direct costs associated with financing activities. The costs are capitalized upon the execution of the loan, presented in the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan and amortized over the initial term of the corresponding loan. Amortization of deferred loan costs will begin in the period during which the loan is originated using the effective interest method over the term of the loan. Tax Status and Income Taxes The Company elected to be taxed and qualify as a REIT commencing with the taxable year ended December 31, 2015. As a REIT, the Company generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its stockholders. To maintain its REIT qualification under the Internal Revenue Code of 1986, as amended, or the Code, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% 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. Additionally, even if the Company continues to qualify as a REIT for U.S. federal income tax purposes, 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, if any. To maintain its qualification as a REIT, the Company engages in certain activities through taxable REIT subsidiaries (“TRSs”), including when it acquires a hotel it usually establishes a TRS and enters into an operating lease agreement for the hotel. As such, the Company is subject to U.S. federal and state income taxes and franchise taxes from these activities. As of December 31, 2022 and 2021, the Company had no Concentration of Risk At December 31, 2022 and 2021, the Company had cash deposited in certain financial institutions in excess of federally insured levels. The Company regularly monitors the financial stability of these financial institutions and believes that it is not exposed to any significant credit risk in cash and cash equivalents. Basic and Diluted Net Earnings per Common Share Net earnings per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable and other assets, accounts payable and other accrued expenses, due to related parties and notes payable approximate their fair values because of the short maturity of these instruments. The estimated fair value of the Company’s mortgages payable as of both December 31, 2022 and 2021 approximated their carrying values of $ 61.3 the interest rates are variable and reflective of market rates. New Accounting Pronouncements The Company has reviewed and determined that other recently issued accounting pronouncements will not have a material impact on its financial position, results of operations and cash flows, or do not apply to its current operations. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliated Real Estate Entities | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliated Real Estate Entities | 3. Investments in Unconsolidated Affiliated Real Estate Entities The entities below are partially owned by the Company. The Company accounts for these investments under the equity method of accounting as the Company exercises significant influence, but does not exercise financial and operating control over these entities. A summary of the Company’s investments in unconsolidated affiliated real estate entities is as follows: Schedule of investments in the unconsolidated affiliated real estate As of Entity Date of Ownership Ownership % December 31, December 31, LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”) March 27, 2018 50.00 % $ 9,604 $ 11,180 Bedford Avenue Holdings LLC (the “Williamsburg Moxy Hotel Joint Venture”) August 5, 2021 25.00 % 12,151 12,365 Total investments in unconsolidated affiliated real estate entities $ 21,755 $ 23,545 Hilton Garden Inn Joint Venture On March 27, 2018, the Company and Lightstone Value Plus REIT II, Inc. (“Lightstone REIT II”), a REIT also sponsored by the Company’s Sponsor and a related party, acquired, through the newly formed Hilton Garden Inn Joint Venture, the Hilton Garden Inn – Long Island City from an unrelated third party, for aggregate consideration of $ 60.0 25.0 35.0 12.9 50.0 The Hilton Garden Inn Mortgage bore interest at LIBOR plus 3.15%, subject to a 5.03% floor, initially provided for monthly interest-only payments for the first 30 months of its term with principal and interest payments pursuant to a 25-year amortization schedule thereafter, and the remaining unpaid balance due in full at its maturity on March 27, 2023. The Hilton Garden Inn Mortgage is collateralized by the Hilton Garden Inn – Long Island City. The Company and Lightstone REIT II each have a 50.0% co-managing membership interest in the Hilton Garden Inn Joint Venture. The Company accounts for its membership interest in the Hilton Garden Inn Joint Venture in accordance with the equity method of accounting because it exerts significant influence over but does not control the Hilton Garden Inn Joint Venture. All capital contributions and distributions of earnings from the Hilton Garden Inn Joint Venture are made on a pro rata basis in proportion to each member’s equity interest percentage. Any distributions in excess of earnings from the Hilton Garden Inn Joint Venture are made to the members pursuant to the terms of the Hilton Garden Inn Joint Venture’s operating agreement. The Company commenced recording its allocated portion of profit/loss and cash distributions beginning as of March 27, 2018 with respect to its membership interest of 50.0% in the Hilton Garden Inn Joint Venture. In light of the impact of the COVID-19 pandemic on the operating results of the Hilton Garden Inn – Long Island City, the Hilton Garden Inn Joint Venture previously entered into certain amendments with respect the Hilton Garden Inn Mortgage as discussed below. On June 2, 2020, the Hilton Garden Inn Mortgage was amended to provide for (i) the deferral of the six monthly debt service payments aggregating $ 0.9 1.2 Additionally, on April 7, 2021, the Hilton Garden Inn Joint Venture and the lender further amended the terms of the Hilton Garden Inn Mortgage to provide for (i) the Hilton Garden Inn Joint Venture to make a principal paydown of $ 1.7 0.7 As of December 31, 2022, the Hilton Garden Inn Joint Venture was in compliance with respect to all of its financial debt covenants. Subsequent to the Company’s acquisition of its 50.0 2.8 4.0 2.0 On March 27, 2023, the Hilton Garden Inn Joint Venture and the lender amended the Hilton Garden Inn Mortgage to extend the maturity date for 90 days, through June 25, 2023, to provide additional time to finalize the terms of a long-term extension. Hilton Garden Inn Joint Venture Financial Information The following table represents the condensed statement of operations for the Hilton Garden Inn Joint Venture for the period indicated: Schedule of condensed income statement For the For the Revenues $ 11,353 $ 7,545 Property operating expenses 6,646 4,306 General and administrative costs 21 34 Depreciation and amortization 2,443 2,496 Operating income 2,243 709 Interest expense and other, net (1,997 ) (1,755 ) Gain on forgiveness of debt 516 381 Net income/(loss) $ 762 $ (665 ) Company’s share of net income/(loss) (50.00%) $ 381 $ (333 ) The following table represents the condensed balance sheet for the Hilton Garden Inn Joint Venture: Schedule of condensed balance sheet As of As of (amounts in thousands) December 31, December 31, Investment property, net $ 50,254 $ 52,415 Cash 1,231 2,841 Other assets 1,276 1,204 Total assets $ 52,761 $ 56,460 Mortgage payable, net $ 32,233 $ 33,115 Other liabilities 1,920 1,585 Members’ capital 18,608 21,760 Total liabilities and members’ capital $ 52,761 $ 56,460 Williamsburg Moxy Hotel Joint Venture On August 5, 2021, the Company formed a joint venture with Lightstone Value Plus REIT IV, Inc. (“Lightstone REIT IV”), a REIT also sponsored by the Company’s Sponsor and a related party, pursuant to which the Company acquired 25% of Lightstone REIT IV’s membership interest in Bedford Avenue Holdings LLC, which effective on that date became the Williamsburg Moxy Hotel Joint Venture, for aggregate consideration of $ 7.9 Subsequent to its acquisition, the Company has made additional net capital contributions to the Williamsburg Moxy Hotel Joint Venture of $ 4.3 In July 2019, Lightstone REIT IV, through its then wholly owned subsidiary, Bedford Avenue Holdings LLC, previously acquired four adjacent parcels of land located at 353-361 Bedford Avenue in the Williamsburg neighborhood in the Brooklyn borough of New York City, from unrelated third parties, for the development of the Williamsburg Moxy Hotel. As a result, the Company and Lightstone REIT IV have 25% and 75% membership interests, respectively, in the Williamsburg Moxy Hotel Joint Venture. The Company has determined that the Williamsburg Moxy Hotel Joint Venture is a variable interest entity and the Company is not the primary beneficiary, as it was determined that REIT IV is the primary beneficiary. Therefore, the Company accounts for its membership interest in the Williamsburg Moxy Hotel Joint Venture in accordance with the equity method because it exerts significant influence over but does not control the Williamsburg Moxy Hotel Joint Venture. All capital contributions and distributions of earnings from the Williamsburg Moxy Hotel Joint Venture are made on a pro rata basis in proportion to each member’s equity interest percentage. Any distributions in excess of earnings from the Williamsburg Moxy Hotel Joint Venture are made to the members pursuant to the terms of the Williamsburg Moxy Hotel Joint Venture’s operating agreement. As of December 31, 2022, the Williamsburg Moxy Hotel Joint Venture incurred and capitalized to construction in progress an aggregate of $ 114.6 6.6 1.7 In preparation for the opening of the Williamsburg Moxy Hotel, which opened on March 7, 2023, the Williamsburg Moxy Hotel Joint Venture incurred pre-opening costs of $ 1.5 No An adjacent land owner has questioned the Williamsburg Moxy Hotel Joint Venture’s right to develop and construct Moxy Construction Loan On August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a recourse construction loan facility for up to $77.0 million (the “Moxy Construction Loan”) to fund the development, construction and certain pre-opening costs associated with the Williamsburg Moxy Hotel. The Moxy Construction Loan is scheduled to initially mature on February 5, 2024, with two, six-month extension options, subject to the satisfaction of certain conditions. The Moxy Construction Loan bears interest at LIBOR plus 9.00%, subject to a 9.50% floor, with monthly interest-only payments based on a rate of 7.50% As of December 31, 2022 and 2021, the outstanding principal balance of the Moxy Construction Loan was $ 65.6 1.7 2.0 18.6 0.1 3.7 11.4 13.39 In connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture has provided certain completion and carry cost guarantees. Furthermore, in connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture paid $3.7 million of loan fees and expenses and accrued $0.8 million of loan exit fees which are due at the initial maturity date and are included in other liabilities on the condensed balance sheets as of both December 31, 2022 and 2021. Williamsburg Moxy Hotel Joint Venture Financial Information The Williamsburg Moxy Hotel Joint Venture had no operating results from August 5, 2021 (date of acquisition) through December 31, 2021. The following table represents the condensed statement of operations for the Williamsburg Moxy Joint Venture for the period indicated: Schedule of condensed statement of operations For the Pre-opening costs $ 1,505 General and administrative costs 8 Net loss $ (1,513 ) Company’s share of net loss (25%) $ (378 ) The following table represents the condensed balance sheets for the Williamsburg Moxy Hotel Joint Venture: Schedule of condensed balance sheet As of As of December 31, December 31, Construction in progress $ 114,615 $ 73,000 Cash 752 101 Other assets 2,346 423 Total assets $ 117,713 $ 73,524 Loans payable, net $ 63,631 $ 14,844 Other liabilities 6,064 9,822 Members’ capital 48,018 48,858 Total liabilities and members’ capital $ 117,713 $ 73,524 |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities And Fair Value Measurements | |
Marketable Securities and Fair Value Measurements | 4. Marketable Securities and Fair Value Measurements Marketable Securities The following is a summary of the Company’s available for sale securities as of the dates indicated: Schedule of available-for-sale Securities Reconciliation As of December 31, 2022 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities Equity securities Preferred Equity Securities $ 961 $ - $ (45 ) $ 916 Mutual Funds 222 - (5 ) 217 1,183 - (50 ) 1,133 Debt securities Corporate Bonds 746 - (263 ) 483 United States Treasury Bills 1,685 13 - 1,698 2,431 13 (263 ) 2,181 Total $ 3,614 $ 13 $ (313 ) $ 3,314 As of December 31, 2021 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities Equity securities Preferred Equity Securities $ 961 $ - $ (8 ) $ 953 Mutual Funds 219 - (1 ) 218 1,180 - (9 ) 1,171 Debt securities Corporate Bonds 746 - (107 ) 639 Total $ 1,926 $ - $ (116 ) $ 1,810 The Company considers the declines in market value of its investments in debt securities to be temporary in nature as the unrealized losses were caused primarily by financial market volatility. When evaluating its investments in debt securities for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the debt security before recovery of its amortized cost basis. During the years ended December 31, 2022 and 2021, the Company did not recognize any impairment charges on its investments in debt securities. As of December 31, 2022, the Company does not consider any of its investments in debt securities to be other-than-temporarily impaired. The Company may sell certain of its investments in marketable debt securities prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2022, the Company’s mutual funds and United States Treasury Bills were classified as Level 1 assets and the Company’s preferred equity securities and corporate bonds were classified as Level 2 assets. There were no transfers between the level classifications during the year ended December 31, 2022. The fair values of the Company’s investments in mutual funds and United States Treasury Bills are measured using quoted prices in active markets for identical assets and its preferred equity securities and corporate bonds are measured using readily available quoted prices for these securities; however, the markets for these securities are not active. The following table summarizes the estimated fair value of our investments in marketable Schedule of estimated fair value of investments As of Due in 1 year $ 1,697 Due in 1 year through 5 years - Due in 5 year through 10 years - Due after 10 years 484 Total $ 2,181 The Company did not have any other significant financial assets or liabilities, which would require revised valuations that are recognized at fair value. |
Mortgages Payable, Net
Mortgages Payable, Net | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | |
Mortgages Payable, Net | 5. Mortgages Payable, Net Mortgages payable, net consisted of the following: Schedule of mortgages Payable, Net Description Interest Weighted Maturity Amount Due As of As of Revolving Credit Facility AMERIBOR + 3.15% 5.03 % July 2023 $ 34,573 $ 34,573 $ 34,573 Home2 Suites Tukwila Loan LIBOR + 3.50% 5.34 % December 2026 15,006 16,210 16,210 Home2 Suites Salt Lake City Loan LIBOR + 3.50% 5.34 % December 2026 9,757 10,540 10,540 Total mortgages payable 5.17 % $ 59,336 61,323 61,323 Less: Deferred financing costs (509 ) (632 ) Total mortgage payable, net $ 60,814 $ 60,691 LIBOR as of December 31, 2022 and 2021 was 4.39 0.10 December 31 , 2022 was 4.64 Revolving Credit Facility The Company, through certain subsidiaries, has a non-recourse revolving credit facility (the “Revolving Credit Facility”) with a financial institution. The Revolving Credit Facility provides the Company with a line of credit of up to $ 60.0 65.0 Except as discussed below, the Revolving Credit Facility, which was scheduled to mature on July 13, 2022, bore interest at LIBOR plus 3.15 4.00 3.15 4.00 On June 2, 2020, the Company’s Revolving Credit Facility was amended to provide for (i) the deferral of the six monthly debt service payments aggregating $ 0.8 0.8 0.6 0.3 Subsequently, on March 31, 2021, the Revolving Credit Facility was further amended providing for (i) the Company to make another principal paydown of $ 3.8 0.7 As of both December 31, 2022 and 2021, the Revolving Credit Facility had an outstanding principal balance of $ 34.6 Home2 Suites Financings On October 5, 2016, the Company entered into a non-recourse promissory note (the “Home2 Suites Promissory Note”) for $ 28.4 4.73 The Home2 Suites Promissory Note was cross-collateralized by the Home2 Suites – Tukwila and the Home2 Suites – Salt Lake City On December 6, 2021, the Company entered into a non-recourse loan facility providing for up to $ 19.1 16.2 2.9 , bears interest at LIBOR plus 3.50 3.75 0.1 Home2 Suites – Tukwila Loan The Home2 Suites Tukwila Loan is cross-collateralized by the Home2 Suites – Tukwila and the Home2 Suites – Salt Lake City On December 6, 2021, the Company entered into a non-recourse loan facility providing for up to $ 12.5 10.5 2.0 , bears interest at LIBOR plus 3.50 3.75 0.1 Home2 Suites – Salt Lake City Loan The Home2 Suites Salt Lake City Loan is cross-collateralized by the Home2 Suites – Salt Lake City and the Home2 Suites – Tukwila On December 6, 2021, the Company repaid the Home2 Suites Promissory Note (outstanding principal balance of $ 26.0 Home2 Suites – Tukwila Loan and the Home2 Suites – Salt Lake City Loan. Principal Mortgage Maturities The following table, based on the initial terms of the mortgage, sets forth their aggregate estimated contractual principal maturities, including balloon payments due at maturity, as of December 31, 2022: Schedule of principal maturities 2023 2024 2025 2026 2027 Thereafter Total Principal maturities $ 34,573 $ 656 $ 684 $ 25,410 $ - $ - $ 61,323 Less: Deferred financing costs (509 ) Total principal maturities, net $ 60,814 Debt Compliance Certain of the Company’s debt agreements also contain clauses providing for prepayment penalties. The Company is currently in compliance with respect to all of its financial debt covenants. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6 Notes Payable In April 2020, the Company, through various subsidiaries (each such entity, a “Borrower” and collectively, the “Borrowers”), received aggregate funding of $ 1.5 U.S. Small Business Administration (the “SBA”) 1.9 The PPP Loans each had a term of five years and provided for an interest rate of 1.00 The promissory note for each of the PPP Loans contained customary events of default relating to, among other things, payment defaults and breach of representations and warranties or of provisions of the relevant promissory note. Under the terms of the CARES Act, each Borrower could apply for and be granted forgiveness for all or a portion of the PPP Loans, with such forgiveness determined, subject to limitations, based on the use of loan proceeds in accordance with the terms of the CARES Act. The Company applied for forgiveness of all of its PPP Loans and during the years ended December 31, 2022 and 2021, it received notices from the SBA that an aggregate of $ 1.9 1.5 |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholder’s Equity | 7. Stockholder’s Equity Preferred Stock The Company’s charter authorizes its board of directors to designate and issue one or more classes or series of preferred stock without approval of the stockholders of Common Shares. On July 11, 2014, the Company amended and restated its charter to authorize the issuance of 50,000,000 no Common Shares On July 11, 2014, the Company amended and restated its charter to authorize the issuance of 200,000,000 All of the common stock offered by the Company will be duly authorized, fully paid and nonassessable. Subject to the restrictions on ownership and transfer of stock contained in the Company’s charter and except as may otherwise be specified in the charter, the holders of Common Shares are entitled to one vote per Common Share on all matters submitted to a stockholder vote, including the election of the Company’s directors. There is no cumulative voting in the election of directors. Therefore, the holders of a majority of outstanding Common Shares can elect the Company’s entire board of directors. Except as the Company’s charter may provide with respect to any series of preferred stock that the Company may issue in the future, the holders of Common Shares will possess exclusive voting power. Holders of the Company’s Common Shares are entitled to receive such distributions as authorized from time to time by the Company’s Board of Directors and declared out of legally available funds, subject to any preferential rights of any preferred stock that the Company issues in the future. In any liquidation, each outstanding Common Share entitles its holder to share (based on the percentage of Common Shares held) in the assets that remain after the Company pays its liabilities and any preferential distributions owed to preferred stockholders. Holders of Common Shares do not have preemptive rights, which means that there is no automatic option to purchase any new Common Shares that the Company issues, nor do holders of Common Shares have any preference, conversion, exchange, sinking fund or redemption rights. Holders of Common Shares do not have appraisal rights unless the Board of Directors determines that appraisal rights apply, with respect to all or any classes or series of stock, to a particular transaction or all transactions occurring after the date of such determination in connection with which holders of such Common Shares would otherwise be entitled to exercise appraisal rights. Common Shares are nonassessable by the Company upon its receipt of the consideration for which the Board of Directors authorized its issuance. Distributions Common Shares On June 19, 2019, the Board of Directors determined to suspend regular monthly distributions on the Company’s Common Shares and as a result, no Previously, distributions on the Company’s Common Shares in an amount equal to a 6.0 10.00 There were no distributions declared or paid during the years ended December 31, 2022 and 2021. On March 22, 2023, the Board of Directors authorized and the Company declared a Common Share distribution of $ 0.075 3 10.00 Future distributions declared, if any, will be at the discretion of the Board of Directors based on their analysis of the Company’s performance over the previous periods and expectations of performance for future periods. The Board of Directors will consider various factors in its determination, including but not limited to, the sources and availability of capital, revenues and other sources of income, operating and interest expenses and the Company’s ability to refinance near-term debt as well as the IRS’s annual distribution requirement that REITs distribute no less than 90 SRP The Company’s share repurchase program (the “SRP”) may provide eligible stockholders with limited, interim liquidity by enabling them to sell their Common Shares back to the Company, subject to restrictions and applicable law. On March 19, 2020, the Board of Directors amended the SRP to remove stockholder notice requirements and also approved the suspension of all redemptions. Effective May 10, 2021, the Board of Directors partially reopened the SRP to allow, subject to various conditions as set forth below, for redemptions submitted in connection with a stockholder’s death and hardship, respectively, and set the price for all such purchases to the Company’s current estimated net asset value per share of common stock, as determined by the Board of Directors and reported by the Company from time to time. Deaths that occurred subsequent to January 1, 2020 were eligible for consideration, subject to certain conditions. Beginning January 1, 2022, requests for redemptions in connection with a stockholder’s death must be submitted and received by the Company within one year of the stockholder’s date of death for consideration. On the above noted date, the Board of Directors established that on an annual basis, the Company would not redeem in excess of 0.5 For the year ended December 31, 2022, the Company repurchased 110,093 9.06 77,678 8.05 |
Related Party and Other Transac
Related Party and Other Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party and Other Transactions | 8. Related Party and Other Transactions The Company’s Sponsor, Advisor and their affiliates, including the Special Limited Partner, are related parties of the Company as well as other public REITs also sponsored and/or advised by these entities. Pursuant to the terms of various agreements, certain of these entities are entitled to compensation and reimbursement of costs incurred for services related to the investment, development, management and disposition of our assets. The compensation is generally based on the cost of acquired properties/investments and the annual revenue earned from such properties/investments, and other such fees and expense reimbursements as outlined in each of the respective agreements. The following table summarizes all the compensation and fees the Company paid or may pay to the Advisor and its affiliates, including amounts to reimburse their costs in providing services. The Special Limited Partner has made contributions to the Operating Partnership in exchange for Subordinated Participation Interests in the Operating Partnership that may entitle the Special Limited Partner to subordinated distributions as described in the table below. Operational and Development Stages Fees Amount Acquisition Fee The Company pays to the Advisor or its affiliates 1.0 1.0 “Contractual purchase price” or the “amount advanced for a loan or other investment” means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a property, the amount of funds advanced with respect to a mortgage, or the amount actually paid or allocated in respect of the purchase of other real estate-related assets, in each case inclusive of any indebtedness assumed or incurred in respect of such asset but exclusive of acquisition fees and acquisition expenses. Acquisition Expenses The Company reimburses the Advisor for expenses actually incurred related to selecting or acquiring assets on the Company’s behalf, regardless of whether or not the Company acquires the related assets. In addition, the Company pays third parties, or reimburses the Advisor or its affiliates, for any investment-related expenses due to third parties, including, but not limited to legal fees and expenses, travel and communications expenses, cost of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses and title insurance premiums, regardless of whether or not the Company acquires the related assets. In no event will the total of all acquisition fees, financing coordination fees and acquisition expenses (including those paid to third parties, as described above) payable with respect to a particular investment be unreasonable or exceed 5 5 Construction Management Fee The Company may engage affiliates of the Advisor to provide construction management services for some of its properties. The Company will pay a construction management fee in an amount of up to 5 Fees Amount Asset Management Fee The Company pays the Advisor or its assignees a monthly asset management fee equal to one-twelfth (1⁄12) of 0.75 Property Management Fees Property management fees with respect to properties managed by affiliates of the Advisor are payable monthly in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of property managers in such area. The affiliates of the Advisor may subcontract the performance of their duties to third parties. The Company reimburses the affiliates of the Advisor for costs and expenses, which may include personnel costs for on-site personnel providing direct services for the properties and for maintenance personnel to the extent needed at the properties from time to time, and the cost of travel and entertainment, printing and stationery, advertising, marketing, signage, long distance phone calls and other expenses that are directly related to the management of specific properties. Notwithstanding the foregoing, the Company will not reimburse the affiliates of the Advisor for their general overhead costs or, other than as set forth above, for the wages and salaries and other employee-related expenses of their employees. In addition, the Company pays the affiliates of the Advisor a separate fee for the one- time initial rent-up or leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. From the Company’s inception through December 31, 2022, no property management fees or separate fees have been incurred. Operating Expenses The Company may reimburse the Advisor’s costs of providing administrative services at the end of each fiscal quarter, subject to the limitation that the Company will not reimburse the Advisor (except in limited circumstances) for any amount by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2 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. Financing Coordination Fee If the Advisor provides services in connection with the financing of an asset, assumption of a loan in connection with the acquisition of an asset or origination or refinancing of any loan on an asset, the Company may pay the Advisor or its assignees a financing coordination fee equal to 0.75 Liquidation/Listing Stage Real Estate Disposition Commissions For substantial services in connection with the sale of a property, the Company will pay to the Advisor or any of its affiliates a real estate disposition commission in an amount equal to the lesser of (a) one-half of a real estate commission that is reasonable, customary and competitive in light of the size, type and location of the property and (b) 2.0 provided however 6.0 Annual Subordinated Performance Fee The Company may pay the Advisor an annual subordinated performance fee calculated on the basis of the annual return to holders of Common Shares, payable annually in arrears, such that for any year in which holders of Common Shares receive payment of a 6.0 15.0 provided 10.0 provided, further, For purposes of the annual subordinated performance fee, “net investment” means $10.00 per Common Share, less a pro rata share of any proceeds received from the sale, other disposition or refinancing of assets. From the Company’s inception through December 31, 2022, no annual subordinated performance fees have been incurred. Fees Amount Liquidation Distributions to the Special Limited Partner Distributions from the Operating Partnership in connection with its liquidation initially will be made to the Company (which the Company will distribute to holders of Common Shares), until holders of Common Shares have received liquidation distributions from the Operating Partnership equal to their respective net investments plus a cumulative, pre-tax, non-compounded annual return of 6.0% on their respective net investments. Thereafter, the Special Limited Partner will be entitled to receive liquidation distributions from the Operating Partnership until it has received liquidation distributions from the Operating Partnership equal to its net investment plus cumulative, pre-tax, non-compounded annual return of 6.0% on its net investment. Thereafter, 85.0 15.0 With respect to holders of Common Shares, “net investment” means $ 10.00 From the Company’s inception through December 31, 2022, no liquidating distributions have been made. Due to related parties and other transactions Amounts the Company owes to the Advisor and its affiliated entities are principally for asset management fees, non-interest bearing, due on demand and are classified as due to related parties on the consolidated balance sheets. Affiliates of the Company’s Advisor may also perform fee-based construction management services for both its development and redevelopment activities and tenant construction projects. These fees will be considered incremental to the construction effort and will be capitalized to the associated real estate project as incurred . The following table represents the fees incurred associated with the payments to the Company’s Advisor for the periods indicated: Schedule of fees payments to Company's Advisor For the Year Ended December 31, 2022 2021 Finance fees (1) (2) $ - $ 345 Asset management fees (general and administrative costs) 1,207 1,205 Total $ 1,207 $ 1,550 (1) A finance fee of $144 paid to the Advisor in connection with arranging the Williamsburg Moxy Hotel Joint Venture’s construction loan was capitalized in 2021 and included in investment in unconsolidated affiliated real estate entities on the consolidated balance sheets. (2) An aggregate finance fee of $201 paid to the Advisor in connection with arranging the Home2 Suites – Tukwila Loan and the Home2 Suites – Salt Lake City was capitalized and included in mortgages payable, net on the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan. The advisory agreement has a one-year term and is renewable for an unlimited number of successive one-year periods upon the mutual consent of the Advisor and the Company’s independent directors. Payments to the Advisor or its affiliates may include asset acquisition fees and the reimbursement of acquisition-related expenses, development fees and the reimbursement of development-related costs, financing coordination fees, asset management fees or asset management participation, and construction management fees. The Company may also reimburse the Advisor and its affiliates for actual expenses it incurs for administrative and other services provided for it. Upon the liquidation of the Company’s assets, it may pay the Advisor or its affiliates a disposition commission. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Management Agreements The Company’s hotels operate pursuant to management agreements (the “Management Agreements”) with various third-party management companies. The management companies perform management functions including, but not limited to, hiring and supervising employees, establishing room prices, establishing administrative policies and procedures, managing expenditures and arranging and supervising public relations and advertising. The Management Agreements are for initial terms ranging from one year to 10 The Management Agreements provide for the payment of a base management fee equal to 3 3.5 The base management fee and incentive management fee, if any, are recorded as a component of property operating expenses in the consolidated statements of operations. Franchise Agreements As of December 31, 2022, the Company’s hotels operated pursuant to various franchise agreements. Under the franchise agreements, the Company generally pays a fee equal to 3 5.5 2.0 2.5 marketing fund charge are The franchise agreements are generally for initial terms ranging from 15 20 Legal Proceedings From time to time in the ordinary course of business, the Company may become subject to legal proceedings, claims or disputes. See Note 3 for additional information. As of the date hereof, we are not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on its results of operations or financial condition, which would require accrual or disclosure of the contingency. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Lightstone REIT III and the Operating Partnership and its subsidiaries (over which Lightstone REIT III exercises financial and operating control). As of December 31, 2022, 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 investment property and investments in other unconsolidated real estate entities and depreciable lives of long-lived assets. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. Investments in other unconsolidated real estate entities where the Company has the ability to exercise significant influence, but does not exercise financial and operating control and is not considered to be the primary beneficiary are accounted for using the equity method. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Marketable Securities | Marketable Securities Marketable securities consist of equity and debt securities that are designated as available-for-sale. Marketable debt securities are recorded at fair value and unrealized holding gains or losses are reported as a component of accumulated other comprehensive income. The Company’s marketable equity securities are recorded at fair value and unrealized holding gains and losses are recognized on the consolidated statements of operations. Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a debt security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below our amortized cost basis, any adverse changes in the financial condition of the issuers and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. |
Revenues | Revenues Revenues consist of amounts derived from hotel operations, including occupied hotel rooms and sales of food, beverage and other ancillary services and are presented on a disaggregated basis below. Revenues are recorded net of any sales or occupancy tax collected from our guests. Room revenue is generated through contracts with customers whereby the customers agree to pay a daily rate for right to use a hotel room. The Company’s contractual performance obligations are fulfilled at the end of the day that the customer is provided the room and revenue is recognized daily at the contract rate. Payment from the customer is secured at the end of the contract upon check-out by the customer from our hotels. The Company participates in frequent guest programs sponsored by the brand owners of our hotels whereby the brand owner allows guests to earn loyalty points during their hotel stay. The Company recognizes revenue at the amount earned that it will receive from the brand owner when a guest redeems their loyalty points by staying at one of the Company’s hotels. Revenue from food, beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized when these goods or services are provided to the customer and the Company’s contractual performance obligations have been fulfilled. Some contracts for rooms, food, beverage or other services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The contractual liabilities are not significant. The Company notes no significant judgments regarding the recognition of room, food and beverage or other revenues. Schedule of revenues from hotel operations For the Revenues 2022 2021 Room $ 27,525 $ 21,167 Food, beverage and other 786 611 Total revenues $ 28,311 $ 21,778 |
Accounts Receivable | Accounts Receivable The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. The Company’s reported net income or loss is directly affected by management’s estimate of the collectability of accounts receivable. |
Investments in Real Estate | Investments in Real Estate Accounting for Asset Acquisitions When the Company makes an investment in real estate assets, the cost of real estate assets acquired in an asset acquisition are allocated to the acquired tangible assets, consisting of land, building and improvements, furniture and fixtures and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, acquired in-place leases, and the value of tenant relationships, based in each case on their relative fair values, at the date of acquisition, based on evaluation of information including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other relevant market data. Fees incurred related to asset acquisitions are capitalized as part of the cost of the investment. Carrying Value of Assets The amounts to be capitalized as a result of periodic improvements and additions to real estate property, when applicable, and the periods over which the assets are depreciated or amortized, are determined based on the application of accounting standards that may require estimates as to fair value and the allocation of various costs to the individual assets. Differences in the amount attributed to the assets may be significant based upon the assumptions made in calculating these estimates. Impairment Evaluation The Company evaluates its investments in real estate assets for potential impairment whenever events or changes in circumstances indicate that the undiscounted projected cash flows are less than the carrying amount for a particular property. The Company evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. No single indicator would necessarily result in the Company preparing an estimate to determine if an individual property’s future undiscounted cash flows are less than its carrying value. The Company uses judgment to determine if the severity of any single indicator, or the fact there are a number of indicators of less severity that when combined, would result in an indication that a property requires an estimate of the undiscounted cash flows to determine if an impairment has occurred. Relevant facts and circumstances include, among others, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. The undiscounted projected cash flows used for the impairment analysis are subjective and require the Company to use its judgment and the determination of estimated fair value are based on the Company’s plans for the respective assets and the Company’s views of market and economic conditions. The estimates consider matters such as future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition, and recent sales data for comparable properties. An impairment loss is recognized only if the carrying amount of a property is not recoverable and exceeds its fair value. |
Depreciation and Amortization | Depreciation and Amortization Depreciation expense is computed based on the straight-line method over the estimated useful life of the applicable real estate asset. The Company generally uses estimated useful lives of up to 39 years five to 10 years |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities The Company evaluates all investments in other entities for consolidation. The Company considers its percentage interest in the joint venture, evaluation of control and whether a variable interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated investment under the equity method of accounting. If an investment qualifies for the equity method of accounting, the Company’s investment is recorded initially at cost, and subsequently adjusted for equity in net income or loss and cash contributions and distributions. The net income or loss of an unconsolidated investment is allocated to its investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences, if any, between the carrying amount of the Company’s investment in the respective joint venture and our share of the underlying equity of such unconsolidated entity are amortized over the respective lives of the underlying assets as applicable. These items are reported as a single line item in the statements of operations as income or loss from investments in unconsolidated affiliated real estate entities. The Company reviews investments for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable . An investment is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. The ultimate realization of our investment in partially owned entities is dependent on a number of factors including the performance of that entity and market conditions. If the Company determines that a decline in the value of a partially owned entity is other than temporary, it will record an impairment charge. |
Deferred Costs | Deferred Costs The Company capitalizes initial direct costs associated with financing activities. The costs are capitalized upon the execution of the loan, presented in the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan and amortized over the initial term of the corresponding loan. Amortization of deferred loan costs will begin in the period during which the loan is originated using the effective interest method over the term of the loan. |
Tax Status and Income Taxes | Tax Status and Income Taxes The Company elected to be taxed and qualify as a REIT commencing with the taxable year ended December 31, 2015. As a REIT, the Company generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its stockholders. To maintain its REIT qualification under the Internal Revenue Code of 1986, as amended, or the Code, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% 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. Additionally, even if the Company continues to qualify as a REIT for U.S. federal income tax purposes, 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, if any. To maintain its qualification as a REIT, the Company engages in certain activities through taxable REIT subsidiaries (“TRSs”), including when it acquires a hotel it usually establishes a TRS and enters into an operating lease agreement for the hotel. As such, the Company is subject to U.S. federal and state income taxes and franchise taxes from these activities. As of December 31, 2022 and 2021, the Company had no |
Concentration of Risk | Concentration of Risk At December 31, 2022 and 2021, the Company had cash deposited in certain financial institutions in excess of federally insured levels. The Company regularly monitors the financial stability of these financial institutions and believes that it is not exposed to any significant credit risk in cash and cash equivalents. |
Basic and Diluted Net Earnings per Common Share | Basic and Diluted Net Earnings per Common Share Net earnings per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. |
Financial Instruments | Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable and other assets, accounts payable and other accrued expenses, due to related parties and notes payable approximate their fair values because of the short maturity of these instruments. The estimated fair value of the Company’s mortgages payable as of both December 31, 2022 and 2021 approximated their carrying values of $ 61.3 the interest rates are variable and reflective of market rates. |
New Accounting Pronouncements | New Accounting Pronouncements The Company has reviewed and determined that other recently issued accounting pronouncements will not have a material impact on its financial position, results of operations and cash flows, or do not apply to its current operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of revenues from hotel operations | Schedule of revenues from hotel operations For the Revenues 2022 2021 Room $ 27,525 $ 21,167 Food, beverage and other 786 611 Total revenues $ 28,311 $ 21,778 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliated Real Estate Entities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of investments in the unconsolidated affiliated real estate | Schedule of investments in the unconsolidated affiliated real estate As of Entity Date of Ownership Ownership % December 31, December 31, LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”) March 27, 2018 50.00 % $ 9,604 $ 11,180 Bedford Avenue Holdings LLC (the “Williamsburg Moxy Hotel Joint Venture”) August 5, 2021 25.00 % 12,151 12,365 Total investments in unconsolidated affiliated real estate entities $ 21,755 $ 23,545 |
Schedule of condensed income statement | Schedule of condensed income statement For the For the Revenues $ 11,353 $ 7,545 Property operating expenses 6,646 4,306 General and administrative costs 21 34 Depreciation and amortization 2,443 2,496 Operating income 2,243 709 Interest expense and other, net (1,997 ) (1,755 ) Gain on forgiveness of debt 516 381 Net income/(loss) $ 762 $ (665 ) Company’s share of net income/(loss) (50.00%) $ 381 $ (333 ) |
Schedule of condensed statement of operations | Schedule of condensed statement of operations For the Pre-opening costs $ 1,505 General and administrative costs 8 Net loss $ (1,513 ) Company’s share of net loss (25%) $ (378 ) |
Hilton Garden Inn [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of condensed balance sheet | Schedule of condensed balance sheet As of As of (amounts in thousands) December 31, December 31, Investment property, net $ 50,254 $ 52,415 Cash 1,231 2,841 Other assets 1,276 1,204 Total assets $ 52,761 $ 56,460 Mortgage payable, net $ 32,233 $ 33,115 Other liabilities 1,920 1,585 Members’ capital 18,608 21,760 Total liabilities and members’ capital $ 52,761 $ 56,460 |
Williamsburg Moxy Hotel [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of condensed balance sheet | Schedule of condensed balance sheet As of As of December 31, December 31, Construction in progress $ 114,615 $ 73,000 Cash 752 101 Other assets 2,346 423 Total assets $ 117,713 $ 73,524 Loans payable, net $ 63,631 $ 14,844 Other liabilities 6,064 9,822 Members’ capital 48,018 48,858 Total liabilities and members’ capital $ 117,713 $ 73,524 |
Marketable Securities and Fai_2
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities And Fair Value Measurements | |
Schedule of available-for-sale Securities Reconciliation | Schedule of available-for-sale Securities Reconciliation As of December 31, 2022 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities Equity securities Preferred Equity Securities $ 961 $ - $ (45 ) $ 916 Mutual Funds 222 - (5 ) 217 1,183 - (50 ) 1,133 Debt securities Corporate Bonds 746 - (263 ) 483 United States Treasury Bills 1,685 13 - 1,698 2,431 13 (263 ) 2,181 Total $ 3,614 $ 13 $ (313 ) $ 3,314 As of December 31, 2021 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities Equity securities Preferred Equity Securities $ 961 $ - $ (8 ) $ 953 Mutual Funds 219 - (1 ) 218 1,180 - (9 ) 1,171 Debt securities Corporate Bonds 746 - (107 ) 639 Total $ 1,926 $ - $ (116 ) $ 1,810 |
Schedule of estimated fair value of investments | Schedule of estimated fair value of investments As of Due in 1 year $ 1,697 Due in 1 year through 5 years - Due in 5 year through 10 years - Due after 10 years 484 Total $ 2,181 |
Mortgages Payable, Net (Tables)
Mortgages Payable, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | |
Schedule of mortgages Payable, Net | Schedule of mortgages Payable, Net Description Interest Weighted Maturity Amount Due As of As of Revolving Credit Facility AMERIBOR + 3.15% 5.03 % July 2023 $ 34,573 $ 34,573 $ 34,573 Home2 Suites Tukwila Loan LIBOR + 3.50% 5.34 % December 2026 15,006 16,210 16,210 Home2 Suites Salt Lake City Loan LIBOR + 3.50% 5.34 % December 2026 9,757 10,540 10,540 Total mortgages payable 5.17 % $ 59,336 61,323 61,323 Less: Deferred financing costs (509 ) (632 ) Total mortgage payable, net $ 60,814 $ 60,691 |
Schedule of principal maturities | Schedule of principal maturities 2023 2024 2025 2026 2027 Thereafter Total Principal maturities $ 34,573 $ 656 $ 684 $ 25,410 $ - $ - $ 61,323 Less: Deferred financing costs (509 ) Total principal maturities, net $ 60,814 |
Related Party and Other Trans_2
Related Party and Other Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of fees payments to Company's Advisor | Schedule of fees payments to Company's Advisor For the Year Ended December 31, 2022 2021 Finance fees (1) (2) $ - $ 345 Asset management fees (general and administrative costs) 1,207 1,205 Total $ 1,207 $ 1,550 (1) A finance fee of $144 paid to the Advisor in connection with arranging the Williamsburg Moxy Hotel Joint Venture’s construction loan was capitalized in 2021 and included in investment in unconsolidated affiliated real estate entities on the consolidated balance sheets. (2) An aggregate finance fee of $201 paid to the Advisor in connection with arranging the Home2 Suites – Tukwila Loan and the Home2 Suites – Salt Lake City was capitalized and included in mortgages payable, net on the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan. |
Structure (Details Narrative)
Structure (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 16, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 11, 2014 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Common Stock, Shares, Issued | 13,000,000 | 13,100,000 | ||
Lichtenstein [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Common Stock, Shares, Issued | 222,222 | |||
Lightstone Value Plus Reit Iii Llc [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Issuance of common shares, shares | 20,000 | |||
Issuance of common shares, value | $ 200 | |||
Shares issued, price per share | $ 10 | |||
Company Owned By David Lichtenstein [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Shares reserved for issuance, price per share | $ 9 | |||
General Partner [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Contribution from advisor | $ 2 | |||
Number of limited partner units issued to advisor | 200 | |||
Limited Partner [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Partners' Capital Account, Units, Contributed | 242 | |||
Partners' Capital Account, Contributions | $ 12,100 | |||
Lightstone Reit Iii [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
General partner ownership interest | 99% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Total revenues | $ 28,311 | $ 21,778 |
Room [Member] | ||
Product Information [Line Items] | ||
Total revenues | 27,525 | 21,167 |
Food and Beverage [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ 786 | $ 611 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Uncertain income tax positions | $ 0 | $ 0 |
Fair value mortogages payable | $ 61,300 | $ 61,300 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | up to 39 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | five to 10 years | |
Lightstone Reit Iii [Member] | ||
Property, Plant and Equipment [Line Items] | ||
General partner ownership interest | 99% |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliated Real Estate Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Total investments in unconsolidated affiliated real estate entities | $ 21,755 | $ 23,545 |
Lvp Lic Hotel Jv Llc [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Date of Ownership | Mar. 27, 2018 | |
Ownership Percentage | 50% | |
Total investments in unconsolidated affiliated real estate entities | $ 9,604 | 11,180 |
Bedford Avenue Holdings L L C [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Date of Ownership | Aug. 05, 2021 | |
Ownership Percentage | 25% | |
Total investments in unconsolidated affiliated real estate entities | $ 12,151 | $ 12,365 |
Investments in Unconsolidated_4
Investments in Unconsolidated Affiliated Real Estate Entities (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Revenues | $ 28,311 | $ 21,778 |
Property operating expenses | 26,899 | 22,764 |
Hilton Garden Inn [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Revenues | 11,353 | 7,545 |
Property operating expenses | 6,646 | 4,306 |
General and administrative costs | 21 | 34 |
Depreciation and amortization | 2,443 | 2,496 |
Operating income | 2,243 | 709 |
Interest expense and other, net | (1,997) | (1,755) |
Gain on forgiveness of debt | 516 | 381 |
Net income/(loss) | (762) | 665 |
Company’s share of net income/(loss) (50.00%) | $ (381) | $ 333 |
Investments in Unconsolidated_5
Investments in Unconsolidated Affiliated Real Estate Entities (Details 2) - Hilton Garden Inn [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Investment property, net | $ 50,254 | $ 52,415 |
Cash | 1,231 | 2,841 |
Other assets | 1,276 | 1,204 |
Total assets | 52,761 | 56,460 |
Mortgage payable, net | 32,233 | 33,115 |
Other liabilities | 1,920 | 1,585 |
Members' Capital | 18,608 | 21,760 |
[custom:TotalLiabilitiesAndMemberCapital-0] | $ 52,761 | $ 56,460 |
Investments in Unconsolidated_6
Investments in Unconsolidated Affiliated Real Estate Entities (Details 3) - Williamsburg Moxy [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Pre-opening costs | $ 1,505 |
General and administrative costs | 8 |
Net loss | (1,513) |
Net Income (Loss) from Continuing Operations Available to Common Shareholders, Basic | $ (378) |
Investments in Unconsolidated_7
Investments in Unconsolidated Affiliated Real Estate Entities (Details 4) - Williamsburg Moxy [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Construction in progress | $ 114,615 | $ 73,000 |
Cash | 752 | 101 |
Other assets | 2,346 | 423 |
Total assets | 117,713 | 73,524 |
Loans payable, net | 63,631 | 14,844 |
Other liabilities | 6,064 | 9,822 |
Members’ capital | 48,018 | 48,858 |
Total liabilities and members’ capital | $ 117,713 | $ 73,524 |
Investments in Unconsolidated_8
Investments in Unconsolidated Affiliated Real Estate Entities (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Aug. 05, 2021 | Jun. 02, 2020 | Mar. 27, 2018 | Mar. 27, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 07, 2021 | |
Williamsburg Moxy Hotel [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Aggregate consideration amount | $ 7,900 | ||||||
Additional paid in capital | $ 4,300 | ||||||
Construction in progress | $ 114,600 | ||||||
Interest capitalized | 6,600 | $ 1,700 | |||||
Pre-opening costs | 1,500 | 0 | |||||
Moxy Construction Loan [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Outstanding principal amount | 65,600 | 18,600 | |||||
Interest amount | 1,700 | 100 | |||||
Deferred financing fees | 2,000 | $ 3,700 | |||||
Remaining balance | $ 11,400 | ||||||
Interest rate | 13.39% | ||||||
Hilton Garden Inn [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Aggregate purchase price | $ 900 | $ 60,000 | |||||
Offering funds used in acquisition | 12,900 | ||||||
Proceeds from Issuance of Debt | 35,000 | ||||||
Cash collateral | $ 1,200 | $ 700 | |||||
Outstanding principal amount | $ 1,700 | ||||||
Membership intersts | 50% | ||||||
Aggregate amont | $ 2,800 | ||||||
Aggregate distributions paid | 4,000 | ||||||
Aggregate distributions recieved | $ 2,000 | ||||||
Hilton Garden Inn [Member] | Reportable Legal Entities [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Offering funds used in acquisition | $ 25,000 | ||||||
Business Acquisition Percent age Of Voting Interest Acquired | 50% |
Marketable Securities and Fai_3
Marketable Securities and Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Equity securities, Adjusted Cost | $ 1,183 | $ 1,180 |
Equity securities, Gross Unrealized Gains | ||
Equity securities, gross unrealized losses | (50) | (9) |
Equity securities, Fair Value | 1,133 | 1,171 |
Debt securities, Adjusted Cost | 3,614 | 1,926 |
Debt securities, Gross Unrealized Gains | 13 | |
Debt securities, Gross Unrealized Losses | (313) | (116) |
Debt securities, Fair Value | 3,314 | 1,810 |
Preferred Equity Securities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Equity securities, Adjusted Cost | 961 | 961 |
Equity securities, Gross Unrealized Gains | ||
Equity securities, gross unrealized losses | (45) | (8) |
Equity securities, Fair Value | 916 | 953 |
Mutual Fund [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Equity securities, Adjusted Cost | 222 | 219 |
Equity securities, Gross Unrealized Gains | ||
Equity securities, gross unrealized losses | (5) | (1) |
Equity securities, Fair Value | 217 | 218 |
Corporate Bonds [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Debt securities, Adjusted Cost | 746 | 746 |
Debt securities, Gross Unrealized Gains | ||
Debt securities, Gross Unrealized Losses | (263) | (107) |
Debt securities, Fair Value | 483 | $ 639 |
US Treasury Securities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Debt securities, Adjusted Cost | 1,685 | |
Debt securities, Gross Unrealized Gains | 13 | |
Debt securities, Gross Unrealized Losses | ||
Debt securities, Fair Value | 1,698 | |
Debt Securities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Debt securities, Adjusted Cost | 2,431 | |
Debt securities, Gross Unrealized Gains | 13 | |
Debt securities, Gross Unrealized Losses | (263) | |
Debt securities, Fair Value | $ 2,181 |
Marketable Securities and Fai_4
Marketable Securities and Fair Value Measurements (Details 1) $ in Thousands | Dec. 31, 2022 USD ($) |
Marketable Securities And Fair Value Measurements | |
Due in 1 year | $ 1,697 |
Due in 1 year through 5 years | |
Due in 5 year through 10 years | |
Due after 10 years | 484 |
Total | $ 2,181 |
Mortgages Payable, Net (Details
Mortgages Payable, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||
Weighted Average Interest Rate | 5.17% | |
Amount Due at Maturity | $ 59,336 | |
Total mortgages payable | 61,323 | $ 61,323 |
Less: Deferred financing costs | (509) | (632) |
Total mortgages payable, net | $ 60,814 | 60,691 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest Rate | AMERIBOR + 3.15% (floor of 4.00%) | |
Weighted Average Interest Rate | 5.03% | |
Maturity Date | July 2023 | |
Amount Due at Maturity | $ 34,573 | |
Total mortgages payable | $ 34,573 | 34,573 |
Home 2 Suites Tukwila Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest Rate | LIBOR + 3.50% (floor of 3.75%) | |
Weighted Average Interest Rate | 5.34% | |
Maturity Date | December 2026 | |
Amount Due at Maturity | $ 15,006 | |
Total mortgages payable | $ 16,210 | 16,210 |
Home 2 Suites Salt Lake City Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest Rate | LIBOR + 3.50% (floor of 3.75%) | |
Weighted Average Interest Rate | 5.34% | |
Maturity Date | December 2026 | |
Amount Due at Maturity | $ 9,757 | |
Total mortgages payable | $ 10,540 | $ 10,540 |
Mortgages Payable, Net (Detai_2
Mortgages Payable, Net (Details 1) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | ||
2023 | $ 34,573 | |
2024 | 656 | |
2025 | 684 | |
2026 | 25,410 | |
2027 | ||
Thereafter | ||
Principal maturities | 61,323 | $ 61,323 |
Less: Deferred financing costs | (509) | (632) |
Total principal maturities, net | $ 60,814 | $ 60,691 |
Mortgages Payable, Net (Detai_3
Mortgages Payable, Net (Details Narrative) - USD ($) $ in Thousands | Jul. 13, 2022 | Dec. 06, 2021 | Jun. 02, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Oct. 05, 2016 | Jul. 13, 2016 |
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000 | |||||||
Line Of Credit Facility Current Borrowing Capacity Percentage | 65% | |||||||
Floor rate | 4% | 4% | ||||||
Debt Instrument, Periodic Payment | $ 800 | |||||||
Cash collateral reserves | 800 | |||||||
Principal paydown amounts | 600 | |||||||
Bifurcated principal amount | $ 300 | |||||||
Principal amount | $ 34,600 | $ 34,600 | $ 3,800 | |||||
Cash collateral | $ 700 | |||||||
Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4.73% | |||||||
Principal amount | $ 28,400 | |||||||
Home 2 Tukwila Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Floor rate | 3.75% | |||||||
Principal amount | $ 100 | |||||||
Non resource loan | 19,100 | |||||||
Closing amount | 16,200 | |||||||
Avaliable amount to be drawn | $ 2,900 | |||||||
Home 2 Salt Lake City Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Floor rate | 3.75% | |||||||
Principal amount | $ 100 | |||||||
Non resource loan | 12,500 | |||||||
Closing amount | 10,500 | |||||||
Avaliable amount to be drawn | 2,000 | |||||||
Home 2 Suites Tukwila Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 26,000 | |||||||
L I B O R [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4.39% | 0.10% | ||||||
L I B O R [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate | 3.15% | 3.15% | ||||||
L I B O R [Member] | Home 2 Tukwila Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate | 3.50% | |||||||
L I B O R [Member] | Home 2 Salt Lake City Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate | 3.50% | |||||||
Ameribor Unsecured Overnight Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4.64% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||||
Proceeds from notes payable | $ 1,869 | |||
Paycheck Protection Program [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from notes payable | $ 1,500 | $ 1,900 | ||
Interest rate | 1% | |||
Notes payable | $ 1,900 | $ 1,500 |
Stockholder_s Equity (Details N
Stockholder’s Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 22, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 14, 2015 | Jul. 11, 2014 | |
Subsequent Event [Line Items] | |||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Preferred Stock, shares outstanding | 0 | 0 | |||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Distributions declared | $ 0 | $ 0 | |||
Annualized rate of dividend | 6% | ||||
Share Price | $ 10 | ||||
Annual distribution taxable income | 90% | ||||
Distribution Of Dividend To Shareholders | 0.50% | ||||
Repurchase of common stock | 110,093 | 77,678 | |||
Average price per share of repurchase of common stock | $ 9.06 | $ 8.05 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Annualized rate of dividend | 3% | ||||
Share Price | $ 10 | ||||
Common share distribution per share | $ 0.075 |
Related Party and Other Trans_3
Related Party and Other Transactions (Details) - Advisor [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Related Party Transaction [Line Items] | |||
Finance fees (1) (2) | [1],[2] | $ 345 | |
Asset management fees (general and administrative costs) | 1,207 | 1,205 | |
Total | $ 1,207 | $ 1,550 | |
[1]A finance fee of $144 paid to the Advisor in connection with arranging the Williamsburg Moxy Hotel Joint Venture’s construction loan was capitalized in 2021 and included in investment in unconsolidated affiliated real estate entities on the consolidated balance sheets.[2]An aggregate finance fee of $201 paid to the Advisor in connection with arranging the Home2 Suites – Tukwila Loan and the Home2 Suites – Salt Lake City was capitalized and included in mortgages payable, net on the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan. |
Related Party and Other Trans_4
Related Party and Other Transactions (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Related Party Transactions [Abstract] | |
Acquisition Fee Percent Of Loan Advancement Or Other Investment | 1% |
Acquisition Expenses Percent Of Property Purchase Price | 1% |
Acquisition Fees Financing Coordination Fees And Acquisition Expenses Percent Of Property Purchase Price | 5% |
Acquisition Fees Financing Coordination Fees And Acquisition Expenses Percent Of Loan Advancement Or Other Investment | 5% |
Construction Management Fee Percent | 5% |
Asset Management Fee Percent Of Average Invested Assets | 0.75% |
Minimum Percentage Of Average Invested Assets | 2% |
Minimum Percentage Of NetIncome | 25% |
Financing Coordination Fee Percent | 0.75% |
Real estate disposition commission, percent of contract sales price of the property | 2% |
Real Estate Commission Percent | 6% |
Annual cumulative, pre-tax, non-compounded return on net investments, percent | 6% |
Annual subordinated performance fee after cumulative return, percent | 15% |
Annual subordinated performance fee, maximum percentage of aggregate return payable | 10% |
Liquidation Distributions Percent Payable To Company | 85% |
Liquidation Distributions Percent Payable To Special Limited Partner | 15% |
Net Investment Per Share | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Management Agreement Term | 10 years |
Percentage Of Management Fees On Gross Revenue | 3.50% |
Property Management Fee, Percent Fee | 5.50% |
Franchise Agreement Term | 20 years |
Maximum [Member] | Marketing Fund Charge [Member] | |
Loss Contingencies [Line Items] | |
Property Management Fee, Percent Fee | 2.50% |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Percentage Of Management Fees On Gross Revenue | 3% |
Property Management Fee, Percent Fee | 3% |
Franchise Agreement Term | 15 years |
Minimum [Member] | Marketing Fund Charge [Member] | |
Loss Contingencies [Line Items] | |
Property Management Fee, Percent Fee | 2% |